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, 2008


or




[  ]TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934





Commission
File Number:000-53043




Man-AHL
Diversified I L.P.


(Exact
name of registrant as specified in its charter)






Delaware
                          
                          06-1496634(State
      or other jurisdiction of
                            incorporation
      or organization)
                          
                          (I.R.S.
      Employer
                            Identification
      No.)c/o
      Man Investments (USA) Corp.
                            123
      North Wacker Drive
                            28th
      Floor
                            Chicago,
      Illinois
                          
                          60606(Address
      of principal executive offices)
                          
                          (Zip
      Code)







Registrant’s
telephone number, including area code:  (312) 881-6800




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




Securities
registered pursuant to Section 12(g) of the Act: Class A and Class B Units of
Limited Partnership Interest


(Title
      of Class)




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




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
[  ]   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 [  ]




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 definition of “large accelerated filer,” “accelerated
filer” and “smaller reporting company”  in Rule 12b-2 of the Exchange
Act.  (Check one):






Large
      accelerated filer
              [  ]
              Accelerated
      Filer
              [  ]Non-accelerated
      filer
              [  ]
              Smaller
      reporting company
              [X]




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).


Yes
[   ]   No [ X ]




State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.




Not
applicable.




Documents
Incorporated by Reference




The
report of the independent registered public accounting firm and the financial
statements of the Registrant for the year ended December 31, 2008 are included
herewith as exhibit 13.1 and are incorporated by reference into Item 8 of this
Annual Report on Form 10-K.













PART
I




Item
1. Business




(a)
            General development of
      business




Man-AHL
Diversified I L.P. (the “Partnership”) is a Delaware limited partnership
organized in September 1997 under the Delaware Revised Uniform Limited
Partnership Act, and commenced trading operations on April 3,
1998.  The Partnership was formerly named AHL Diversified (USA) L.P.,
but was renamed in February 2002.  On January 28, 2008, the
Partnership filed a registration statement under the Securities Exchange Act of
1934, which registration statement was subsequently amended.  The
registration statement became effective on or about March 28,
2008.  The Partnership offers two classes of units of limited
partnership interest in the Partnership (“Units”):  Class A Units are
generally offered; Class B Units are offered to employee benefit plans, IRAs and
other retirement plans and accounts.  The two Classes of Units are
identical to each other except that Class B Units may be purchased, transferred,
held and redeemed in a minimum amount of $10,000.




The
Partnership’s business is speculative trading of physical commodities, futures
contracts, spot and forward contracts, options on the foregoing, exchanges of
futures for physical commodities and other investments on U.S. and non-U.S.
exchanges, directly and indirectly, through an investment in Man-AHL Diversified
Trading Company L.P. (the “Trading Company”), pursuant to the trading and
investment methodology of Man-AHL (USA) Limited (the “Trading Advisor”). Man
Investments (USA) Corp., a Delaware corporation (the “General Partner”) is the
general partner of the Partnership and the Trading Company, and the Trading
Advisor is an affiliate of the General Partner.  The Trading Company’s
assets, which consist mainly of cash and United States government securities,
are held in bank and brokerage accounts each in the name of the Trading
Company.




The
General Partner became the general partner of the Partnership as of April 1,
2005 when Man-AHL (USA) Corp., the Partnership’s original general partner and
trading advisor (“Man-AHL”), appointed it as such. In addition to the
appointment of the General Partner, Man-AHL appointed the Trading Advisor to
serve as the trading advisor to the Partnership commencing as of April 1,
2005.  Following the appointments of the General Partner as a general
partner and the Trading Advisor as the trading advisor, Man-AHL resigned as a
general partner and trading advisor of the Partnership. The General Partner
agreed to continue the Partnership without interruption or change. The General
Partner controls and manages the business of the Partnership. Purchasers of
Units, as the Partnership’s “Limited Partners,” have no right to participate in
management or control of the Partnership.




(b)
            Financial information
      about industry segments




The
Partnership’s business constitutes only one segment, i.e., a speculative
commodity pool. The Partnership does not engage in sales of goods and
services.  Financial information regarding the Partnership’s business
is set forth in the Partnership’s Financial Statements incorporated into Item 8
hereof and attached as Exhibit 13.1 hereto.




(c)
            Narrative description
      of business




The
Partnership engages in speculative trading of futures and forward contracts and
related instruments, pursuant to the trading strategies employed by the Trading
Advisor, indirectly through an investment in the Trading Company.  The
General Partner manages the Partnership and Limited Partners have no right to
participate in the management or control of the Partnership.  The
offices of the Partnership, where its books and records are kept, are located at
the office of the General Partner: 123 North Wacker Drive, 28th Floor, Chicago,
Illinois 60606; telephone (312) 881-6800.




The
investment objective of the Trading Advisor’s futures trading program (referred
to herein as the “AHL Diversified Program”) is to deliver substantial capital
growth for commensurate levels of volatility over the medium term, independent
of the movement of the stock and bond markets, through the speculative trading,
directly and indirectly, of physical commodities, futures contracts, spot and
forward contracts, options on the foregoing, exchanges of futures for physical
transactions and other investments (sometimes hereinafter referred to as
‘futures’)






2






on
domestic and international exchanges and markets (including the interbank and
over-the-counter markets).  The AHL Diversified Program trades
globally in several market sectors, including, without limitation, currencies,
bonds, energies, stock indices, interest rates, metals and
agriculturals.  The Partnership invests substantially all of its
assets in the Trading Company. The Trading Company’s assets are not used to
“purchase” any futures positions, but rather as good faith deposits to secure
the Partnership’s obligations under the positions which it holds. Approximately
20% to 40% of the Trading Company’s assets are generally committed as margin for
futures positions.




The
trading process is the product of continuing research and development performed
by the Trading Advisor (inclusive of its affiliates) since 1987. Although the
underlying investment methodology is proprietary and the precise details
confidential, the guiding principles have remained unchanged through the years:
diversification, discipline, efficiency, rigorous risk management and ongoing
research.




The AHL
Diversified Program employs a systematic, statistically based investment
strategy that is designed to identify and capitalize on inefficiencies in
markets around the world. A stable and robust trading and implementation
infrastructure is then employed to capitalize on these trading opportunities.
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. Trading takes place
around-the-clock and real-time price information is used to respond to price
moves across a diverse range of global markets. The AHL Diversified Program
invests in a diversified portfolio of instruments which may include futures,
options and forward contracts, swaps and other financial derivatives both on and
off exchange. These markets may be accessed directly or indirectly and include,
without limitation, stock indices, bonds, currencies, short-term interest rates,
energies, metals, and agriculturals.




As well
as emphasizing sector and market diversification, the AHL Diversified 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. In aggregate, the systems run more than 3,000 price samples each day
spread across the 100 or so markets traded. 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 AHL Diversified Program may also
include algorithmic systems based on quantitative fundamental data that can be
captured efficiently, such as interest rate data.




Another
aspect of diversification is the fact that the various systems generate signals
across different time frames, ranging from two to three days to several months,
which helps to reduce the risk of the AHL Diversified Program. 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 also has a process for
adjusting market risk exposure in real time to reflect changes in the volatility
of individual markets.




All the
systems applied by the Trading Advisor are designed to target defined volatility
levels rather than returns, and the investment process is underpinned by
computer-supported analytical instruments, disciplined real-time risk control
and management information systems. As risk control is integral to each part of
the investment process, risk management consists primarily of monitoring risk
measures and ensuring the systems remain within prescribed limits. The major
risk monitoring measures and focus areas are value-at-risk, stress testing,
implied volatility, leverage, margin-to-equity ratios and net exposures to
sectors and different currencies. As the success of the AHL Diversified Program
is largely dependent on its systems, the Trading Advisor is committed to
investing in leading computer technology. Additionally, the integrity of the AHL
Diversified Program’s defined investment style is ensured by adherence to a
rigorous control process.




The
Trading Advisor (inclusive of affiliates) also maintains a disaster recovery
site where a back-up trading system runs permanently and in parallel with the
main system. The trade execution team operates alongside the investment
management team in London. It operates 24 hours a day on a rotational eight-hour
shift structure. Market volume and liquidity are examined to ensure opening and
closing positions can be executed with minimal slippage. Brokerage selection and
trade execution are continually monitored to ensure optimum efficiency and the
best quality market access.






3






The AHL
Diversified Program is supported by a dedicated team of investment specialists
that continually seek to extend the range and versatility of the original
investment techniques. As such, The Trading Advisor may increase the number and
diversity of markets, strategies and instruments traded directly or indirectly
by the AHL Diversified Program.




The AHL
Diversified Program uses margin and considerable leverage to reach model
allocations.




The AHL
Diversified Program’s trading signals are always generated systematically; thus
the Trading Advisor does not engage in discretionary trading during drawdowns or
at other times.




The
Trading Advisor will be paid a monthly management fee, payable in arrears, in an
amount equal to 1/6th of 1% of the month-end Net Asset Value of the Partnership
whether or not the Partnership is profitable (approximately 2% annually). The
General Partner will be paid a monthly general partner administrative fee in an
amount equal to 1/12th of 1% of the month-end Net Asset Value of the Partnership
whether or not the Partnership is profitable (approximately 1%
annually).  The Trading Advisor may pay a portion of its management
fee to the General Partner.




The
Partnership will pay the Trading Advisor an incentive fee equal to 20% of the
Net New Appreciation, if any, achieved by the Partnership as of the end of such
calendar month.  Net New Appreciation achieved during a calendar month
means the excess, if any, of (a) the Net Asset Value of the Partnership as of
the end of a calendar month (without reduction for any incentive fees accrued or
paid to the Trading Advisor for the calendar month or for any redemptions or
distributions effected during or as of the end of such calendar month and
without increase for any additional capital contributions effected during or as
of the end of such calendar month) over (b) the Net Asset Value of the
Partnership as of the end of the most recent prior calendar month for which an
incentive fee was accrued or paid to the Trading Advisor, with clause (b)
reduced by the amount of the incentive fee accrued or paid for such prior
calendar month and also reduced by any redemptions or distributions, and
increased by any contributions, effected as of or subsequent to the end of such
prior calendar month through the first day of the calendar month referred to in
clause (a), above.




The
Partnership’s organizational and initial offering fees and expenses were
approximately $50,000 (including its pro-rata share of the Trading Company’s
organizational fees and expenses) and have been paid by the Partnership. Such
organizational fees and expenses (excluding promotional and offering fees and
expenses) have been completely amortized.  The Partnership will be
obligated to pay all expenses incurred by the Partnership in the ordinary course
of its business. The Partnership also will be required to pay its extraordinary
expenses, if any.




Most of
the Trading Company’s assets will be held in cash or United States government
securities in accounts in the name of the Trading Company at the brokers or a
bank, which currently is JP Morgan Chase Bank, N.A. (Chicago, Illinois), and in
order to conduct futures trading activities, will be transferred, as necessary,
into segregated accounts at the brokers.  Approximately 20% to 40% of
the Trading Company’s assets will be committed as margin for futures
positions.  MF Global Inc. and Credit Suisse, Sydney Branch, serve as
the Trading Company’s futures brokers, and Royal Bank of Scotland serves as the
Trading Company’s foreign exchange prime broker (collectively, the “Futures
Brokers”).  The Partnership will be charged brokerage commissions at
institutional rates, inclusive of all applicable National Futures Association
(the “NFA”), exchange, clearing and other transaction fees.  In
connection with trading spot and forward contracts in the interbank foreign
currency markets, the Partnership will pay clearing fees of between $3.25 and
$4.00 per transaction as well as dealer profits, which cannot be quantified,
embedded in dealer quotes.  The brokers may receive compensating
balance treatment and excess interest income on the Partnership’s assets held at
the brokers in the form of cash.




The
Trading Company engages in trading on non-U.S. exchanges and markets. In
connection with trading on non-U.S. exchanges and markets, the brokers may
either maintain Trading Company assets in accordance with the requirements of
the Commodity Futures Trading Commission (“CFTC”) Rule 30.7 or may redeposit
Trading Company assets with non-U.S. banks and brokers which may not be subject
to regulatory schemes comparable to those applicable to the Futures
Brokers.




Man
Investments Inc., an affiliate of the General Partner and Trading Advisor is the
lead placement agent for the Partnership (the “Placement Agent”), and, as such,
will receive from the Partnership, a service fee equal to








4




1/12 of
1.5% of the Partnership’s month-end Net Asset Value  whether or not
the Partnership is profitable (the “Service Fee”) as of the end of each month
(approximately a 1.5% annual rate) in connection with various services provided
to the Partnership related to the offer and sale of interests in the Partnership
and the ongoing servicing of its investors.  The Placement Agent may
pass all or a portion of the Service Fee on to certain other selling and
services agents.  In addition, Units purchased through such selling
and services agents may be subject to the payment of an additional upfront
selling commission of up to 3% of the purchase price of the Units.




The
Partnership may accept an unlimited amount in aggregate subscriptions for Units
pursuant to its continuous offering of Units. The Partnership is only offering
Units for sale to qualified investors as of the first business day of each month
subject to the General Partner’s sole and absolute discretion.  A
Limited Partner may redeem all or some of its Units as of the last business day
of each calendar month.  However, each Limited Partner holding Class A
Units and each Limited Partner holding Class B Units, must maintain a minimum
investment of $25,000 and $10,000, respectively, in the Partnership following
any redemption initiated by such Limited Partner in order to remain invested in
the Partnership.  The General Partner must receive ten days’ prior
written notice (including by facsimile) of a request for
redemption.  One hundred percent (100%) of the redemption payment will
be paid within 30 business days of the redemption date.  The right to
redeem Units is contingent upon the Partnership having assets sufficient in the
view of the General Partner to discharge its liabilities on the relevant
redemption date.




Regulation




Under the
Commodity Exchange Act, as amended (the “CEA”), commodity exchanges and futures
trading are subject to regulation by the CFTC.  The NFA, a “registered
futures association” under the CEA, is the only non-exchange self-regulatory
organization for futures industry professionals. The CFTC has delegated to 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 CEA
requires commodity pool operators and commodity trading advisors, such as the
General Partner and Trading Advisor, respectively, and commodity brokers or
futures commission merchants, such as MF Global Inc., to be registered and to
comply with various reporting and record keeping requirements. The CFTC may
suspend a commodity pool operator’s or trading advisor’s registration if it
finds that its trading practices tend to disrupt orderly market conditions or in
certain other situations. In the event that the registration of the General
Partner as a commodity pool operator or the Trading Advisor as a commodity
trading advisor were terminated or suspended, the General Partner would be
unable to continue to manage the business of the Partnership or Trading Advisor
would be unable to implement the AHL Diversified Program on behalf of the
Partnership. Should the General Partner’s or Trading Advisor’s registration be
suspended, termination of the Partnership might result.




In
addition to such registration requirements, the CFTC and certain commodity
exchanges have established limits on the maximum net long or net short position
which any person may hold or control in particular commodities. Most exchanges
also limit the changes in futures contract prices that may occur during a single
trading day.




Item
1A. Risk
Factors.




Not
applicable.




Item 1B. Unresolved
Staff Comments.


Not
applicable.






5






Item
2. Properties.




The
Partnership does not own or use any physical properties in the conduct of its
business.  The General Partner and various service providers perform
services for the Partnership from their offices.




Item
3. Legal
Proceedings.




The
General Partner is not aware of any pending legal proceedings to which either
the Partnership is a party or to which any of its assets are
subject.  In addition there are no pending material legal proceedings
involving either the General Partner or Trading Advisor.




Item
4. Submission
of Matters to a Vote of Security Holders.




None.










6




PART
II




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




(a) Market
Information.




There is
no trading market for the Units, and none is likely to develop.  Units
may be redeemed upon 10 days’ written notice to the General Partner at their Net
Asset Value as of the last business day of each calendar month; provided,
however, that each Limited Partner holding must maintain a minimum investment of
$25,000 and $10,000, respectively of Class A and Class B, in the Partnership
following any redemption initiated by such Limited Partner in order to remain
invested in the Partnership.




(b) Holders.




As of
December 31, 2008, there were 1,165 holders of  Class A Units and 344
holders of Class B Units.




(c) Dividends.




No
distributions or dividends have been made on the Units, and the General Partner
has no present intention to make any.




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




None.




(e) Recent Sales of Unregistered
Securities; Use of Proceeds from Registered
Securities.




Pursuant
to the Partnership’s Limited Partnership Agreement, the Partnership may admit
additional Limited Partners to the Partnership and permit additional capital
contributions to be made to the Partnership as of the last business day of any
calendar month or at such other times as the General Partner may
determine.  On October 31, 2008, November 30, 2008 and December 31,
2008, the Partnership sold Class A Units to existing and new Limited Partners in
the amount of $6,425,718, $5,803,300 and $6,649,750, respectively.  On
October 31, 2008, November 30, 2008 and December 31, 2008, the Partnership sold
Class B Units to existing and new Limited Partners in the amount of $3,063,206,
$1,682,900 and $2,275,900, respectively.  There were no underwriting
discounts or commissions in connection with the sales of the Units described
above.




(f) Issuer Purchases of Equity
Securities.




Pursuant
to the Partnership’s Limited Partnership Agreement, a Limited Partner may redeem
some or all of its Units as of the last business day of each calendar month at
the then current month-end Net Asset Value.  The redemption of Units
has no impact on the value of Units that remain outstanding, and Units are not
reissued once redeemed.  The following table summarizes the amount of
Units redeemed during the three months ended December 31, 2008:




Class A Units
              Class B UnitsDate of Redemption:
              Amount Redeemed:
              Amount Redeemed:October
      31, 2008
              $2,189,784
              $0November
      30, 2008
              $1,124,660
              $100,000December
      31, 2008
              $4,286,385
              $230,356TOTAL
              $7,600,829
              $330,356











7




Item
6. Selected
Financial Data




Not
applicable.




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




Reference
is made to “Item 8.  Financial Statements and Supplementary
Data.”  The information contained therein is essential to, and should
be read in conjunction with, the following analysis.




Capital Resources and
Liquidity




Units may
be offered for sale as of the first business day, and may be redeemed as of the
last business day, of each month.




The
Partnership raises additional capital only through the sale of Units and capital
is increased through trading profits (if any) and interest
income.  The Partnership does not engage in borrowing.  The
Partnership, not being an operating company, does not incur capital
expenditures.  It functions solely as a passive trading vehicle,
investing the substantial majority of its assets in the Trading
Company.  Its remaining capital resources are used only as assets
available to make further investments in the Trading Company and pay Partnership
expenses.  Accordingly, the amount of capital raised for the
Partnership should not have a significant impact on its operations.




Partnership
assets not invested in the Trading Company are maintained in cash and cash
equivalents in bank accounts or accounts with the JPMorgan Chase Bank, N.A. and
are readily available to the Partnership.  The Partnership may redeem
any part or all of its limited partnership interest in the Trading Company at
any month-end at the net asset value per unit of the Trading
Company.  The Trading Company’s assets are generally held as cash or
cash equivalents which are used to margin futures and forward contracts and
other over-the-counter contract positions and are withdrawn, as necessary, to
pay redemptions (to the Partnership and other investors in the Trading
Company).  Other than potential market-imposed limitations on
liquidity, due, for example, to limited open interest in certain futures markets
or to daily price fluctuation limits, which are inherent in the Trading
Company’s futures trading, the Trading Company’s assets are highly liquid and
are expected to remain so.




During
its operations through December 31, 2008, the Partnership experienced no
meaningful periods of illiquidity in any of the numerous markets in which it
trades.




Critical Accounting
Principles




The
Partnership records its transactions in futures and forward contracts, including
related income and expenses, on a trade-date basis.  Open futures
contracts traded on an exchange are valued at fair value, which is based on the
closing settlement price on the exchange where the futures contract is traded by
the Partnership on the day with respect to which the Partnership’s Net Asset
Value is being determined.  Open forward contracts and other
derivatives traded on the interbank market are valued at fair value at their
settlement price on the day with respect to which the Partnership’s Net Asset
Value is being determined.  If the General Partner determines the fair
value of an investment cannot be accurately determined pursuant to the foregoing
methods, such investment shall be assigned such fair value as the General
Partner may determine in its sole discretion.




The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions, such as accrual of expenses, that affect the amounts
and disclosures reported in the financial statements.  Based on the
nature of the business and operations engaged in by the Partnership, the General
Partner believes that the estimates utilized in preparing the Partnership’s
financial statements are appropriate and reasonable; however, actual results
could differ from the estimates.  The estimates do not provide a range
of possible results that would require the exercise of subjective
judgment.  The General Partner further believes that, based on the
nature of the business and operations of the Partnership, no other reasonable
assumptions relating to the application of the Partnership’s critical accounting
estimates other than those to be used would likely result in materially
different amounts from those reported. The Partnership’s significant accounting
policies are described in detail in Note 2 to the Financial
Statements.






8






Off-Balance Sheet
Arrangements




Neither
the Partnership nor the Trading Company engages in off-balance sheet
arrangements with other entities.




Contractual
Obligations




Man-AHL
Diversified I L.P. does not enter into contractual obligations or commercial
commitments to make future payments of a type that would be typical for an
operating company or that would affect its liquidity or capital
resources.  The Partnership’s sole business is trading futures
contracts, forward currency and other OTC contracts, both long (contracts to
buy) and short (contracts to sell), and investing in cash and cash
equivalents.  All of the Partnership’s futures, forward and OTC
contracts, other than certain currency forward contracts, are settled by offset,
not delivery.  The substantial majority of such contracts are for
settlement within four to six months of the trade date and the substantial
majority of such contracts are held by the Partnership for less than four to six
months before being offset or rolled over into new contracts with similar
maturities.  The Partnership’s annual audited financial statements
with the attached Trading Company’s annual audited financial statements,
included as Exhibit 13.01 of this report, present a Condensed Schedule of
Investments setting forth net unrealized appreciation (depreciation) of the
Partnership’s open positions, both long and short, at December 31, 2008 fiscal
year-end.




Results of
Operations




Due to
the nature of the Partnership’s trading, the Partnership’s income or loss from
operations may vary widely from period to period.  Management cannot
predict whether the Partnership’s future Net Asset Value per Unit will increase
or experience a decline.  The Partnership was organized in September
1997 under the Delaware Revised Uniform Limited Partnership Act and commenced
operations on April 3, 1998.




Performance
Summary




The
Partnership is a speculative managed futures fund which trades pursuant to the
AHL Diversified Program, indirectly through its investment in the Trading
Company.  The AHL Diversified Program is a futures and forward price
trend-following, trading system. The AHL Diversified Program is entirely
quantitative in nature and implements trading positions on the basis of
statistical analyses of past price histories.  The AHL Diversified
Program, like most trend-following systems, is designed in the anticipation that
most of its trades will be unprofitable; the objective of overall profitability
depending on the system identifying certain major trends which occur and
recognizing significant profits from participating in such trends.




The past
performance of the AHL Diversified  Program is not necessarily
indicative of its future results. This is the case with all speculative trading
strategies. Moreover, the markets in which the AHL Diversified Program is active
have seen major changes in recent years, including the influx of entirely
different classes of market participants. These changed circumstances may mean
that the markets in which the Trading Advisor has previously traded on behalf of
the Trading Company are not necessarily representative of those in which it
trades on behalf of the Trading Company currently.




As a
speculative futures fund, the Partnership (inclusive of the Trading Company)
effectively maintains all of its capital in reserve. The Trading Company does
not “buy” or “sell” futures or forward contracts in the traditional sense;
rather, through taking positions in these markets, the Trading Company, and thus
the Partnership indirectly, acquires loss/profit exposure and uses its capital
to cover losses and provide margin (which constitutes a good faith deposit
towards the Trading Company’s (but not the Partnership’s) obligation to pay such
losses) to support its open positions. Each of the Partnership and the Trading
Company maintains most of its capital in cash and cash equivalents.




Futures
trading programs are proprietary and confidential. As is the case with any
speculative futures fund, it is impossible to predict how the Partnership will
perform. It is not possible, as it is in the case of an operating








9




business,
to predict performance trends, analyze future market conditions or evaluate the
likely success or failure of the Partnership.




There are
certain general market conditions in which the Partnership is more likely to be
profitable than in others. For example, in trendless or stagnant markets, the
AHL Diversified Program is unlikely to be profitable. On the other hand,
trending markets with substantial price change momentum can be favorable to the
AHL Diversified Trading Program.  However, because of the continually
changing population of market participants as well as supply and demand
characteristics, it cannot be predicted how the AHL Diversified Program, and
thus the Partnership, will perform in any given market conditions.




2008




31-Dec
      -08
                31-Dec
      -07Ending
      Equity
                $219,241,760
                $59,555,390





Net
assets increased $159,686,370 for the year ended December 31, 2008. This
increase was attributable to subscriptions in the amount of $144,564,208,
redemptions in the amount of $18,468,512 and net income from operations of
$33,590,674.




The
Partnership accrued or paid total expenses of $14,948,608, including $948,403 in
brokerage commissions, $1,184,322 in servicing fees, $4,126,825 in General
Partner administrative and Trading Advisor management fees, $8,391,295 in
Trading Advisor incentive fees, and $297,763 in other expenses.  The
Partnership was allocated $2,492,000 in interest income from the Trading
Company.  The net asset value of a Class A Unit increased by $771.28
to $3,665.21.  Class B Units were not issued prior to 2008 and ended
the year with a net asset value of $3,665.22.




The AHL
Diversified Program implemented by the Trading Advisor on behalf of the Trading
Company, in which the Partnership invests substantially all of its assets,
generated a profit for the year ending December 31, 2008.  Trading in
energy and currency sectors posted the greatest gains, although all sectors that
were traded contributed to the overall profits for the year.




Positions
in crude oil generated the largest gains of any individual market
traded.  The Trading Company held long positions over the first half
of the year, capitalizing on the spike in oil prices that saw WTI crude hit all
time highs close to $150 per barrel.  Concerns over whether long term
supply could keep up with growing world demand, a weakening US dollar
and  some headline grabbing predications from some major oil investors
where the primary drivers of the spike.  The trend then reversed, with
prices falling faster than they had risen.  The Trading Company
generally held short positions over the second half of the year, again
capitalizing on the price movement as crude plummeted on global demand fears
(prompted by concerns that the world economy was entering a credit crunch driven
recession), finishing the year around $40 per barrel.  Crude oil
contracts accounted for half of the profits made within the energy sector, the
rest coming from oil distillates and natural gas.




Profits
from currency trading were more evenly distributed with no single contract
standing out; however, there were general themes to the profits
made.  The main theme over the first half of the year was a general
weakening of the US dollar, which the AHL Diversified Program was able to
capitalize on through short US dollar positions against the euro in
particular.  Moving into the second half of the year, risk aversion
and the search for safe haven assets led to a rapid appreciation in the US
dollar and Japanese yen which the AHL Diversified Program capitalized on through
long positions in both currencies (US dollar in particular) against other major
currencies.  As the UK financial sector suffered record losses and the
country fell into an official recession, the demise of the British pound
provided opportunities during the fourth quarter, with short positions against
the euro and US dollar making solid gains.




Central
banks reacted quickly and dramatically to rising recession risks, slashing
interest rates to record lows and giving signals suggesting that there were more
rate cuts to follow.  Short-term interest rate contracts rallied
throughout the second half of the year to the benefit of long positions in
Eurodollar, Short Sterling and Euribor contracts.  Similarly, long
bond trades, particularly in US Treasuries, posted strong gains as base interest
rates were slashed and investors flocked to the safety of government backed
securities.








10




Within
the stock sector, short equity positions profited from the declines in equity
markets, particularly in September and October as equities approached their
recent lows.




Agricultural
trading added further to gains, especially from its performance over the first
quarter as long positions in corn, soy oil and wheat benefited from a run up in
prices over concerns over crop yields and extra demand from
biofuels.




Metal
trading posted a flat return for the year as profits from platinum and silver
were offset by losses in gold.




2007




Net
assets increased $30,082,025 for the year ended December 31, 2007. This increase
was attributable to subscriptions in the amount of $29,283,185, redemptions in
the amount of $5,410,041 and net income from operations of
$6,208,881.




The
Partnership accrued or paid total expenses of $4,353,457, including $1,360,742
in brokerage commissions, $1,383,412 in General Partner administrative and
Trading Advisor management fees, $1,521,277 in Trading Advisor incentive fees,
and $88,026 in other expenses.  The Partnership was allocated
$1,765,730 in interest income from the Trading Company and the net asset value
of a Unit increased by $338.26 to $2,893.93.




The AHL
Diversified Trading Program implemented by the Trading Advisor on behalf of the
Trading Company, in which the Partnership invests substantially all of its
assets, generated a profit for the year ending December 31, 2007.




Trading
in metals, bonds, energies currencies and short term interest rates posted
significant returns while trading in agriculturals also added to gains. However,
profits were slightly reduced by negative trades in the stock
indices.




Trading
in metals proved profitable as gold appreciated on a weakening of the US dollar
and worries about the US economy which benefited our long positions. A flight
from risk after the assassination of the Pakistani opposition leader Benazir
Bhutto towards the end of the period further boosted prices. Nickel also
experienced new highs as low inventories on the London Metal Exchange fueled
price appreciation and led to gains from our long positions.




Bond
trading posted gains as short US Treasuries and Euro Bunds proved well placed.
Long positions in Japanese bonds posted gains after yields on Japanese bonds
fell as investors scaled back their expectations of future rate hikes by the
Bank of Japan. Towards the end of the period, long positions in US Treasuries
and Japanese bonds proved fruitful as traders took risk off their desks with the
credit crisis claiming more scalps in the equity market.




In the
energies sector, long crude oil positions helped the Trading Company achieve
strong gains after the commodity hit a new record due to weather supply
disruptions, falling inventories and rising geopolitical tensions in the Middle
East.




Trading
in currencies proved beneficial as the Euro maintained its strong performance
against the US and Japanese currencies which benefited our long positions.
Positions in various currencies against the dollar benefited the Trading Company
particularly well due to the dollar’s continued depreciation, weighed by greater
growth risks and prospects of further interest rate cuts.




Trading
in short term interest rates posted profits as positions in Euribor and
Eurodollar benefited from changes in global interest rate
expectations.




Within
agricultural markets, long positions in soybeans proved profitable as prices
reached US $7.91 a bushel, the highest since 2004 and gaining 7.5% over the
month of December. Long wheat positions benefited from








11




record
high prices after rising demand from food-importing countries put further
pressure on increasingly limited global supplies.




Stock
sector trading was unprofitable due to losses from long position in Japanese
equities as concerns over a global downturn impacted markets and heightened
concerns of the sub prime credit crisis. In November, world stocks suffered
their worst performance since December 2002, with the MSCI World Stocks Index
(price return) finishing 4.4% down. This harmed long positions in global
equities, where the NASDAQ 100 was impacted the most.




Item
7A.   Quantitative and Qualitative Disclosures About Market
Risk.




Not
applicable.




Item
8. Financial
Statements and Supplementary Data.




Financial
statements meeting the requirements of Regulation S-X are listed following this
report as Exhibit 13.1 and are incorporated by reference into this Item
8.




Because
the Partnership is a Smaller Reporting Company, as defined by Rule 229.10(f)(1),
the supplementary financial information required by Item 302 of Regulation S-K
is not applicable.




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




None.




Item
9A(T).  Controls and Procedures.




The
General Partner, with the participation of the General Partner’s principal
executive officer and principal financial officer, has evaluated the
effectiveness of the design and operation of its disclosure controls and
procedures with respect to the Partnership as of the end of the fiscal year for
which this Annual Report on Form 10-K is being filed.




During
the year ended December 31, 2008, a material weakness related to the design of
the controls surrounding price verification for investments was
detected.  As a result, our accounting conclusions related to the fair
value of investments could have been materially affected.




As a
result of the material weakness described above, the General Partner, with the
participation of the principal executive officer and principal financial
officer, concluded that the disclosure controls and procedures in place as of
December 31, 2008 were ineffective.  Management has begun remediation
efforts to address this material weakness.




Other
than as described above, there were no significant changes in the General
Partner’s internal controls with respect to the Partnership or in other factors
applicable to the Partnership that could significantly affect these controls
subsequent to the date of their evaluation.




Changes in Internal Control
over Financial Reporting




Section
404 of the Sarbanes-Oxley Act of 2002 requires the General Partner to evaluate
annually the effectiveness of its internal controls over financial reporting as
of the end of each fiscal year, and to include a management report assessing the
effectiveness of its internal control over financial reporting in all annual
reports.  Other than as described above, there were no changes in the
General Partner’s internal control over financial reporting during the period
ended December 31, 2008 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.








12






Management’s Annual Report
on Internal Control over Financial Reporting




The
General Partner is responsible for establishing and maintaining adequate
internal control over the financial reporting of the
Partnership.  Internal control over financial reporting is defined in
Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as
amended, as a process designed by, or under the supervision of, a company’s
principal executive and principal financial officers and effected by a company’s
board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with the accounting
principles generally accepted in the United States of America. The General
Partner’s internal control over financial reporting includes those policies 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
      Partnership;




•
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements of the Partnership in accordance with
      the accounting principles generally accepted in the United States of
      America, and that receipts and expenditures of the Partnership are being
      made only in accordance with authorizations of management and directors of
      the General Partner; and




•
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the Partnership’s assets
      that could have a material effect on its financial
    statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.




The
management of the General Partner assessed the effectiveness of its internal
control over financial reporting with respect to the Partnership as of December
31, 2008.  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, management has concluded that, as of December 31, 2008, the General
Partner’s internal control over financial reporting with respect to the
Partnership was ineffective due to the material weakness described
above.




This
annual report does not include an attestation report of the Partnership’s
independent registered public accounting firm regarding internal control over
financial reporting.  Management’s report was not subject to
attestation by the Partnership’s independent registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit the Partnership to provide only management’s report in this annual
report.




Item
9B.   Other Information.




None.








13








PART
III




Item
10. Directors,
Executive Officers and Corporate Governance.




Identification of Directors
and Executive Officers




(i)  As a
limited partnership, the Partnership itself has no directors or executive
officers.  The Partnership’s affairs are managed by the General
Partner.  Man Investments (USA) Corp., a Delaware corporation, is the
general partner of the Partnership. The General Partner became registered as a
commodity trading advisor and a commodity pool operator under the Commodity
Exchange Act (the “CE Act”) on February 28, 2002 under the name Man Investment
Products (USA) Corp., and is a member of the NFA as of that date. In addition,
effective as of January 19, 2006, the General Partner became registered as an
investment adviser with the Securities and Exchange Commission (the “SEC”) under
the Investment Advisers Act of 1940, as amended (the “IA Act”).




Andrew
Stewart is the principal who is ultimately responsible for making the investment
decisions on behalf of the Partnership, including decisions regarding the
selection of the trading advisors that will be granted trading discretion with
regard to the Partnership. Man Investments (USA) Corp. is a wholly-owned
subsidiary of Man Investments Holdings Inc., a Delaware holding corporation,
which is owned by Man Investments USA Holdings Inc., a Delaware holding
corporation, which is indirectly owned by Man Group plc, a United Kingdom
company publicly traded on the London Stock Exchange (“Man Group”).




The
principals and senior officers of the General Partner as of December 31, 2008
are as follows:




Andrew
Stewart, born April 15, 1974, is the President, Chief Executive Officer and
Chief Operating Officer of the General Partner. In addition to his affiliation
with the General Partner, Mr. Stewart is also the President of the Placement
Agent.  Mr. Stewart joined the General Partner in 2008, and is
responsible for overall operational processes and policies. Mr. Stewart works
closely with the U.S. management team, as well as the intermediary sales team
and the institutional relationship management team, based in Chicago and New
York respectively, to develop strategic business planning.  Mr.
Stewart is registered as an associated person of the General Partner and is
listed as a principal of the General Partner as of November 4,
2008.  Prior to joining the General Partner in 2008, Mr. Stewart held
several positions at FRM Americas, LLC which most recently included his
positions of Director — Product Development and Strategy and was a member of FRM
Americas’ Board of Directors, Global Marketing Board and various other
management committees.  At various times from June 2005 to January
2007, Mr. Stewart also served as FRM Americas’ Head of Business Development,
General Counsel, Chief Compliance Officer and was a member of FRM America’s
Board of Directors. Additionally, between 2003 and 2005 he held various
management positions, including Senior Vice President, Senior Counsel and Head
of Transaction Business Legal Group, at FRM’s London office. Before joining FRM,
Mr. Stewart was an Associate in the investments funds practice group at Akin
Gump Strauss Hauer & Feld LLP from September 1999 to August
2003.




Mr.
Stewart received a B.A. from the University of California, Santa Barbara and a
J.D. from Indiana University.




Rhowena
Blank, born July 16, 1968, is the Vice President and Accounting Officer of the
General Partner. In addition to her affiliation with the General Partner, Ms.
Blank has been the Vice President and Head of Operations of Glenwood Capital
Investments, L.L.C. (“GCI”) since 2005.  She is also the Principal
Financial Officer of three registered investment companies managed by GCI and
the Placement Agent.  Ms. Blank joined Man-Glenwood Inc., an affiliate
of the Placement Agent, in September 2004 and is now responsible for the
Placement Agent’s and GCI’s operational oversight including fund accounting, tax
and audit. Ms. Blank is listed as a principal of the General Partner as of
November 25, 2008.




Prior to
joining Man-Glenwood Inc., Ms. Blank was a sole proprietor of Strategic
Synergies, a consulting firm providing services to financial services industry,
which existed from March 2004 to January 2005.  Prior to that, she
spent five years as an officer of Calamos Asset Management with responsibility
for all operational oversight including fund accounting, fund administration,
trade processing, performance and financial reporting








14




from
October 1999 to February 2004.  Ms. Blank spent June 1998 to October
1999 as the director of operations for CBIS Financial Services Inc., an
investment management firm.  She served as a temporary employee of
Robert Half International, a placement agent for financial contract workers,
from April 1998 to June 1998.  Ms. Blank worked in the Financial
Services division of Ernst & Young, LLC focusing on the financial statement
and operational audits of investment advisers, broker/dealers, mutual funds and
hedge funds from November 1994 to April 1998.




Ms. Blank
received B.S. degrees in Accounting and Business Education from the University
of Illinois and is a Certified Public Accountant (CPA).




Alicia
Derrah, born March 17, 1958, is the Head of Finance of the General Partner and
Placement Agent.   In addition to her affiliation with the
General Partner, Ms. Derrah has been the Chief Financial Officer of Glenwood
Capital Investments, L.L.C. (‘GCI’) since 1993.  She is also the
Principal Financial Officer of the Placement Agent.  Ms. Derrah joined
the General Partner in October 2005 and joined GCI in September
1992.  Ms. Derrah is registered as an associated person of the General
Partner and is listed as a principal of the General Partner as of November 16
and November 17, 2005, respectively.  From December 1987 to August
1992, Ms. Derrah was employed by Arthur Andersen LLP as a senior auditor in the
Financial Services division of the firm.  Ms. Derrah’s clients
included GCI, bank holding companies and capital markets
institutions.




Prior to
joining Arthur Anderson, Ms. Derrah was employed by The Sanwa Bank, Ltd., in its
Chicago branch office, as an analyst in the corporate finance area from April
1981 to December 1987.  In that capacity, Ms. Derrah worked primarily
with local Fortune 500 companies and was responsible for both corporate credit
analysis and continued business development.




Ms.
Derrah is a CPA and received a B.A. from Mundelein College.




Man
Investments Holdings Inc., a Delaware corporation, is also a principal of the
General Partner, but does not participate in making trading or operational
decisions for the Partnership.  Man Investments Holdings Inc. is an
indirect, wholly-owned subsidiary of Man Group.




(ii)  Identification
of Certain Significant Employees




None.




Section
1.1  (iii)  Family
Relationships




None.




Section
1.2  (iv)  Business
Experience




See Item
10 (a, b) above.




(v)  Involvement
in Certain Legal Proceedings




None.




Section
16(a) Beneficial Ownership Reporting Compliance






Not
applicable.




Code of Ethics






The
Partnership has no employees, officers or directors and is controlled by the
General Partner.  The General Partner has adopted an Executive Code of
Ethics that applies to its principal executive officers, principal financial
officer and principal accounting officer.  A copy of this Executive
Code of Ethics may be obtained at no








15






charge by
written request to Man Investments (USA) Corp., 123 N. Wacker Drive, 28th Floor,
Chicago, Illinois 60606 or by calling: (312) 881-6800 (ask for the Chief Legal
Officer).




Audit Committee




Because
the Partnership has no employees or directors, the Partnership has no audit
committee.  The Partnership is managed by the General
Partner.  Rhowena Blank serves as the General Partner’s “audit
committee financial expert.”  Ms. Blank is not independent of the
management of the General Partner.  The General Partner is not
required to have, and does not have, independent directors.




Item
11. Executive
Compensation.




The
Partnership itself has no officers, directors or employees. None of the
principals, officers or employees of the General Partner receive compensation
from the Partnership. The General Partner invests all or substantially all of
the Partnership’s assets in the Trading Company. The Trading Advisor makes all
trading decisions for the Trading Company. The General Partner receives a
monthly general partner administrative fee from the Partnership of 1/12 of 1%
month-end Net Asset Value of the Partnership (approximately a 1% annual rate).
The Partnership pays the Trading Advisor, an affiliate of the General Partner, a
monthly management fee of 1/6 of 1% of the Partnership’s month-end Net Asset
Value (approximately a 2% annual rate) and 20% of any Net New Appreciation,
described above under Item 1, achieved by the Partnership as of the end of each
calendar month. The Trading Advisor may pay a portion of its management fees to
the General Partner.




The
officers of the General Partner and Trading Advisor are compensated by the
General Partner and Trading Advisor in their respective positions. These
officers receive no other compensation from the Partnership. The Partnership has
no compensation plans or arrangements relating to a change in control of either
the Partnership, the General Partner or the Trading Advisor.




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




Securities authorized
for issuance under equity compensation plans




None.




Security Ownership of Certain
Beneficial Owners






The
General Partner knows of no persons who own beneficially more than 5% of the
Partnership’s Units.  All of the Partnership’s general partner
interest is held by the General Partner.




Security Ownership of 
Management




The
Partnership has no officers or directors. Under the terms of the Limited
Partnership Agreement, the Partnership’s affairs are managed by the General
Partner.  As of December 31, 2008, the General Partner’s interest in
the Partnership was valued at $683,098 which constituted 3.11% of total
partners’ capital.




As of
December 31, 2008, no director, executive officer or member of the General
Partner beneficially owned Units in the Partnership.




Changes
in Control






There are
no arrangements known to the Partnership or General Partner the operation of
which would result in a change in control of the Partnership; provided, however,
that pursuant to the Partnership’s Limited Partnership Agreement, the General
Partner may admit additional or substitute general partners and may withdraw as
general partner of the Partnership.








16






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




See “Item
10.   Directors, Executive Officers and Corporate Governance
—  Identification of Directors and Executive Officers and
—(i)   Audit Committee Financial Expert,” “Item
11.  Executive Compensation” and “Item 12.  Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.”  The Partnership paid the General Partner and Trading
Advisor aggregate administrative and management fees of $5,311,147 for the year
ended December 31, 2008. The Partnership paid the Trading Advisor $8,391,295 in
incentive fees for the year ended December 31, 2008.  The General
Partner’s interest in the Partnership earned net income of $143,745 for year
ended December 31, 2008. The administrative, management and incentive fees paid
or payable by the Partnership were not negotiated and may be higher than they
would have been had they been the result of arm’s-length
bargaining.




The
Partnership has not and does not make any loans to the General Partner, its
affiliates, their respective officers, directors or employees or the immediate
family members of any of the foregoing, or to any entity, trust or other estate
in which any of the foregoing has any interest, or to any other person (provided
that the purchase of U.S. government instruments and the deposit of Partnership
assets with banks, futures brokers and foreign exchange counterparties in
connection with the trading operations of the Partnership are not considered to
be loans).




None of
the General Partner, its affiliates, their respective officers, directors and
employees or the immediate family members of any of the foregoing, or any entity
trust or other estate in which any of the foregoing has any interest has, to
date, sold any asset, directly or indirectly, to the Partnership.




The
Partnership has no directors, officers or employees and is managed by the
General Partner. The General Partner is managed by its principals, none of whom
is independent of the General Partner.




Item
14. Principal
Accountant Fees and Services




(1)
            Audit
      Fees




The
aggregate fees for professional services provided by Deloitte & Touche LLP,
the Partnership’s independent registered public accounting firm, for the audit
of the Partnership’s annual financial statements and review of financial
statements included in the Partnership’s quarterly reports for the years ended
December 31, 2008 and 2007 were approximately $138,104 and $34,833,
respectively.




(2)
            Audit-Related
      Fees




There
were no fees for assurance and related services rendered by Deloitte &
Touche LLP for the years ended December 31, 2008 and 2007.




(3)
            Tax
      Fees




The
aggregate fees for services rendered by Ernst & Young LLP for tax
compliance, advice and planning services for the years ended December 31, 2008
and 2007 were approximately $39,667 and $27,650, respectively.




(4)
            All Other
      Fees




None.




(5)
            Pre-Approval
      Policies




Neither
the Partnership nor the General Partner has an audit committee to pre-approve
accountant and auditor fees and services.  In lieu of an audit
committee, the principals of the General Partner pre-approve all billings prior
to the commencement of services.








17






PART
IV




Item
15. Exhibits
and Financial Statement Schedules




(a)(1)
              Financial
      Statements


The
financial statements required by this Item are included
herewith as Exhibit 13.1.




(a)(2)
              Financial Statement
      Schedules


All
Schedules are omitted for the reason that they are not required or are not applicable because equivalent information has
been included in the financial statements or the notes thereto.




(a)(3)
              Exhibits as required by
      Item 601 of Regulation
S-K







The
following exhibits are included herewith.




Designation
                      
                      Description4.2
                      
                      Fifth
      Amended Limited Partnership Agreement of Man-AHL Diversified I
      L.P.13.1
                      
                      Report
      of Independent Registered Public Accounting Firm23.1
                      
                      Consent
      of Independent Registered Public Accounting Firm of General
    Partner31.1
                      
                      Rule
      13a-14(a)/15d-14(a) Certification of Principal Executive
      Officer31.2
                      
                      Rule
      13a-14(a)/15d-14(a) Certification of Principal Financial
      Officer32.1
                      
                      Section
      1350 Certification of Principal Executive Officer32.2
                      
                      Section
      1350 Certification of Principal Financial
  Officer





The
following exhibits are incorporated by reference herein from the exhibits of the
same description and number filed on January 28, 2008 with the Partnership’s
Registration Statement on Form 10 (Reg. No. 000-53043).




3.1
              
              Certificate
      of Limited Partnership of Man-AHL Diversified I L.P.10.1
              
              Form
      of Customer Agreement between E D & F Man International Inc. and
      Man-AHL Diversified Trading Company L.P.10.2
              
              Form
      of Trading Advisor Agreement between Man-AHL Diversified I L.P., Man
      Investments (USA) Corp. and Man-AHL (USA) Limited.10.3
              
              Form
      of Selling Agreement between Man Investments (USA) Corp. and Man
      Investments Inc.














18









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, on March 31,2009.




Man-AHL
      Diversified I L.P.(Registrant)By: 
      Man Investments (USA) Corp.General PartnerBy:
                                                /s/ Andrew
      StewartPresident
      and Chief Executive Officer(Principal Executive Officer)By:
                                                /s/
      Rhowena BlankVice
      President and Head of Accounting and Operations(Principal Financial
      and Chief Accounting 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
General Partner of the Registrant in the capacities and on the date
indicated.




Signature
            Title
      with General Partner
            Date/s/
      Andrew
      Stewart
            President
      and Chief Executive Officer
            March
      31, 2009Andrew
      Stewart
            (Principal
      Executive Officer)/s/
      Rhowena
      Blank
            Vice
      President, Accounting Officer
            March
      31, 2009Rhowena
      Blank
            (Principal
      Financial and Chief Accounting Officer)





(Being
the principal executive officer, the principal financial officer and chief
accounting officer of Man Investments (USA) Corp.)




Man
Investments (USA) Corp.


General
Partner of Registrant


March 31,
2009




By
      /s/
              Andrew
      StewartAndrew
      StewartPresident
      and Chief Executive Officer












19