REG-BH Macro Limited: Annual Report and Audited Financial Statements for the year ended 31 December 2025
Today 07:02
BH Macro Limited
LEI: 549300ZOFF0Z2CM87C29
(Classified Regulated Information, under DTR 6 Annex 1 section 1.1)
The Company has today, in accordance with DTR 6.3.5, released its Annual
Report and Audited Financial Statements for the year ended 31 December 2025.
The Report will shortly be available from the Company’s website:
www.bhmacro.com .
BH Macro Limited (“the Company
”, GBP share class ticker = “BHMG”), the FTSE 250-listed investment
company that aims to generate long-term appreciation through active trading on
a global macro basis by investing in the Brevan Howard Master Fund Limited
(the “Master Fund”), is pleased to announce its final results for the year
ended 31 December 2025.
Financial highlights
* Total NAV return per GBP ordinary share of 1.38%, and
USD shares 0.83% (2024: 5.86% and 4.92%, respectively)
* Share price total returns of -1.72% for the Sterling
Class and 1.68% for the US Dollar Class
* Despite £116m having been spent during 2025 under
the buyback program, including US Dollar buybacks of US$1.3 million, this was
not sufficient to prevent the average discount for the year being 8.1% for the
Sterling Class shares and 8.3% for the US Dollar
Class shares.
Results commentary highlights
* The Board regards this performance as less than
satisfactory as does Brevan Howard Capital Management LP (the “Manager”)
– whilst it is within expected bounds of return. The Board are encouraged by
the changes to process which the Manager has implemented during the course of
the year.
* In addressing the persistent level of discount, the
Board has negotiated an increase in the 2026 allowance for Master Fund
redemptions to enable buybacks to up to 14.99% of each class of the
Company’s issued share capital (as at the end of
2025), without fees being incurred, up from 5% in
2025.
* On 26 January 2026, it was announced that a private
Brevan Howard fund was being launched which will have the power to invest in
the shares of both the Master Fund and BH Macro,
along with other products offered by Brevan Howard. Therefore, there will be
an additional potential purchaser of the Company’s shares.
Outlook
The macro-economic and geopolitical background remains extremely challenging.
While this is undoubtedly a very difficult environment for individuals to
experience and live through, it will provide opportunities for the Manager to
deliver returns in the future. The Board retains full confidence in the
Company’s strategy during these challenging times
Commenting on the results, Richard Horlick, Chair, said :
“BH Macro has historically provided significant diversification from, and
lack of correlation to, bond and equity markets. In today’s unpredictable
global market environment, macro strategies such as BH Macro have never been
more relevant. Whilst the Board regards the company’s performance for 2025
as less than satisfactory (as does the Manager), NAV returns were within
expected bounds of return and proved the convexity of trades for which Brevan
Howard are well known (i.e. when “they get it wrong” the downside risk of
the NAV is limited, and on the other hand being able to capture plenty of
upside when they are correct). As a Board, we are confident that the actions
we and the Manager have taken are the best way to address the issues facing
our Shareholders, and as such, the Board retains its confidence in the
Manager.
Annual Report and Audited Financial Statements 2025
Chair’s Statement
I am pleased to present the Annual Report for BH Macro Limited (the
“Company”) for the year ended 31 December 2025. The Company invests in
Brevan Howard Master Fund Limited (the “Master Fund”) whose investment
objective is to generate consistent long-term appreciation through active
leveraged trading and investment on a global basis. This has led to
diversification from, and low correlation to, bond and equity
markets.
2025 was a challenging year in terms of return with the net asset value
(“NAV”) per share of the Sterling Class shares rising by 1.4% and the NAV
per share of the US Dollar Class shares rising by 0.8%. The share price
returns experienced by the Company’s shareholders (the “Shareholders”)
were slightly different, namely -1.7% for the Sterling Class shares and 1.7%
for the US Dollar Class shares. In summary, the board of directors of the
Company (the “Board”) regards this performance as less than satisfactory
whilst it is within expected bounds of return. The Board acknowledges that the
persistent level of share price to NAV discount at which the Sterling Class
shares and US Dollar Class shares have traded, which, for example, remained
stubbornly between 6.7% to 10.6% with respect to the Sterling Class shares, is
undesirable.
During 2024, the Board spent £116 million buying back Sterling Class shares
in the Company in the face of persistent selling and a further £115 million
was spent during 2025 as part of the Sterling Class share buyback programme.
1 However, this was not sufficient to prevent the average
discount for the year being 8.1% for the Sterling Class shares and 8.3% for
the US Dollar Class shares. Consequently, the Company faced class closure
votes in respect of both share classes during February 2026. The causes of
this discount are well known. Firstly, there has been a well-publicised
overhang of stock which has consistently been sold in the market. Secondly,
the performance of the NAV per share of each class of shares, whilst within
range and certainly displaying the convexity of returns for which Brevan
Howard Capital Management LP (the “Manager”) is well known, has been
significantly less than some other asset classes. Thirdly, the environment for
wealth managers in the UK, the predominant Shareholders of the Company, has
been extremely difficult in the current economic and political climate. Last
year also unfortunately saw a lack of returns from the two historically
principal drivers of return, interest rate trading and FX trading, and the
Board is encouraged by the changes to process which the Manager has
implemented during the course of the year.
I am pleased to report that, at the subsequent Sterling Class extraordinary
general meeting (“EGM”) held on 19 February 2026, the Sterling Class
Shareholders demonstrated continued support for the Company and followed the
recommendation of the Board to vote against class closure for the Sterling
Class shares, with 96.23% of votes cast voting against the resolution. The EGM
for the US Dollar Class shares was also due to be held on 19 February 2026 but
was not quorate and was therefore adjourned. The reconvened EGM was held on 26
February 2026 and the USD Class Shareholders voted against class closure, with
99.91% of votes cast voting against the resolution.
The Board has also negotiated with the Manager an increased buyback allowance
of 14.99% of the Company’s share capital, which can be bought back in 2026
without fees being incurred, up from 5% in 2025. In addition, on 26 January,
it was announced that a private fund is being launched whose intention is to
invest and trade in strategies and funds managed by the Manager, including the
Company. This will mean that there is potentially an additional purchaser of
the Company’s shares. The Board is confident that these actions may
potentially help to address the issues facing Shareholders. During the course
of the year, the Manager’s business has remained stable with assets under
management of approximately US$34 billion as at 31 December 2025 and the team
remained strong at the portfolio manager level.
The Board has acknowledged and supported steps taken by the Manager to invest
in the ongoing enhancement of its technology and infrastructure, strengthening
analytical capabilities, risk management frameworks and operational
resilience.
Against this background, the Board has continued its regular dialogue with the
Manager, reviewing the Master Fund’s trading strategies and risk exposure
and satisfying itself that the Manager’s analytical trading and risk
management capabilities continue to be maintained at a high standard.
The Company and the Manager have continued to pursue an active programme for
public communication and investor relations. Up-to-date performance
information is provided through NAV data published monthly on a definitive
basis and weekly on an estimated basis, as well as through monthly reports and
shareholder reports. All these reports and further information about the
Company are available on its website (
www.bhmacro.com ).
The Board is wholly independent of the Brevan Howard group, is very closely
focused on safeguarding the interests of Shareholders and believes that the
Company observes high standards of corporate governance. The Board continues
to operate well with a high level of engagement and a close working
relationship between the diverse members of the Board. We are pleased to say
that we are in compliance with all current regulations and recommendations of
board composition.
CONCLUSION
The macro-economic and geopolitical backdrop remains challenging. Global
uncertainty continues to weigh on markets, especially owing to an evolving and
increasingly complex conflict in the Middle East. President Trump continues to
act unconventionally both domestically and on the international stage.
Looking ahead, it remains to be seen what impact this will have on
the November 2026 mid-term elections.
With respect to the UK, I expressed scepticism last year with regard to the
financial stability promised by the incumbent administration. Sadly, recent
developments appear to align with my previous reservations.
In these circumstances, the Board retains full confidence that the Manager’s
strategy provides the opportunity to deliver returns in a dynamic environment.
I would like to thank Shareholders for their continued support and trust in
the Company’s strategy and management.
Richard Horlick
Chair
30 March 2026
1 Having not carried out any buybacks in the US Dollar share class
during 2024, in 2025, the Board spent US$ 1.3 million on funding share
buybacks in this class.
Board Members
The Directors of the Company during the year and as at the date of signing,
all of whom are non-executive, are listed below:
Richard Horlick (Chair)
Richard Horlick is a UK resident. He is currently the non-executive chairman
of CCLA Investment Management which manages assets for over 38,000 charities
and church and local authority funds. He has served on a number of
closed-ended fund boards. He has had a long and distinguished career in
investment management graduating from Cambridge University in 1980 with an MA
in Modern History. After 3 years in the corporate finance department of Samuel
Montagu, he joined Newton Investment Management in January 1984, where he
became a Director and portfolio manager. In 1994, he joined Fidelity
International as President of their institutional business outside the US and
in 2001 became President and CEO of Fidelity Management Trust Company in
Boston which was the Trust Bank for the US Fidelity Mutual fund range and
responsible for their defined benefit pension business. In 2003, he joined
Schroders Plc as a main Board Director and head of investment worldwide. Mr.
Horlick was appointed to the Board in May 2019 and was appointed Chair in
February 2021.
Caroline Chan
Caroline Chan is a Guernsey resident and has over 30 years’ experience as a
corporate lawyer, having retired from private practice in 2020. After studying
law at Oxford University, Caroline qualified as an English solicitor with
Allen & Overy, working in their corporate teams in London and Hong Kong. On
returning to Guernsey in 1998, Caroline qualified as a Guernsey advocate and
practised locally, including as a partner with law firms Ogier and Mourant
Ozannes. Since retiring from private practice, Caroline has taken on
non-executive directorship roles and is Chair of the Board of Governors of The
Ladies’ College, Guernsey. She was a member of the Guernsey Competition and
Regulatory Authority until March 2023. Ms. Chan was appointed to the Board in
December 2022.
Julia Chapman
Julia Chapman is a Jersey resident and a solicitor qualified in England &
Wales and in Jersey with over 30 years’ experience in the investment fund
and capital markets sector. After working at Simmons & Simmons in London, she
moved to Jersey and became a partner of Mourant du Feu & Jeune (now Mourant)
in 1999. She was then appointed general counsel to Mourant International
Finance Administration (the firm’s fund administration division). Following
its acquisition by State Street in April 2010, Julia was appointed European
Senior Counsel for State Street’s alternative investment business. In July
2012, Julia left State Street to focus on the independent provision of
directorship and governance services to a small number of investment fund
vehicles. Mrs. Chapman was appointed to the Board in October 2021.
Bronwyn Curtis
Bronwyn Curtis is a UK resident and Senior Executive with 30 years leadership
in finance, commodities, consulting and the media. Her executive roles
included Head of Global Research at HSBC Plc, Managing Editor and Head of
European Broadcast at Bloomberg LP, Chief Economist of Nomura International,
and Global Head of Foreign Exchange and Fixed Income Strategy at Deutsche
Bank. She has also worked as a consultant for the World Bank and UNCTAD. Her
other current appointments include trustee of the Centre
for Economic and Policy Research, the Australia-UK Chamber of Commerce and The
Times shadow MPC. She is a graduate of the London School of Economics and La
Trobe University in Australia where she received a Doctor of Letters in 2017.
Bronwyn was awarded an OBE in 2008 for her services to business economics.
Mrs. Curtis was appointed to the Board in January 2020 and was appointed
Senior Independent Director on 13 September 2023.
John Le Poidevin
John Le Poidevin is a Guernsey resident and has over 30 years’ business
experience. Mr. Le Poidevin is a graduate of Exeter University and Harvard
Business School, a Fellow of the Institute of Chartered Accountants in England
and Wales and a former partner of BDO LLP in London where, as Head of Consumer
Markets, he developed an extensive breadth of experience and knowledge of
listed businesses in the UK and overseas. He is an experienced non-executive
who sits on several Plc boards and chairs a number of Audit Committees. He
therefore brings a wealth of relevant experience in terms of corporate
governance, audit, risk management and financial reporting. Mr. Le Poidevin
was appointed to the Board in June 2016 and will step down from the Board at
the 2026 AGM.
John Whittle
John Whittle is a Guernsey resident. He is a Fellow of the Institute of
Chartered Accountants in England and Wales and holds the Institute of
Directors Diploma in Company Direction. He has extensive experience of
Non-Executive Director and Audit Committee Chair roles on listed companies. He
was previously Finance Director of Close Fund Services, a large independent
fund administrator, where he successfully initiated a restructuring of client
financial reporting services and was a key member of the business transition
team. Prior to moving to Guernsey, he was at Price Waterhouse in London before
embarking on a career in business services, predominantly telecoms. He co-led
the business turnaround of Talkland International (which became Vodafone
Retail) and was directly responsible for the strategic shift into retail
distribution and its subsequent implementation; he subsequently worked on the
private equity acquisition of Ora Telecom. Mr. Whittle was appointed to the
Board in July 2025.
Disclosure of Directorships in Public Companies Listed on Recognised Stock
Exchanges
The following summarises the Directors’ current directorships in other
public companies:
Exchange
Richard Horlick
Riverstone Energy Limited London
VH Global Energy Infrastructure Plc London
Caroline Chan
NextEnergy Solar Fund Limited London
NB Private Equity Partners Limited London
Bronwyn Curtis
TwentyFour Income Fund Limited London
John Le Poidevin
Super Group (SGHC) Limited New York
TwentyFour Income Fund Limited London
John Whittle
The Renewables Infrastructure Group Limited London
Sancus Lending Group Limited
AIM
Strategic Report For the year ended 31 December
2025
The Directors submit to the Shareholders their Strategic Report of the Company
for the year ended 31 December 2025.
The Strategic Report provides a review of the business for the financial year
and describes how risks are managed. In addition, the report outlines key
developments and the financial performance of the Company during the financial
year and the position at the end of the year, and discusses the main factors
that could affect the future performance and financial position of the
Company.
BUSINESS MODEL AND STRATEGY
Investment Objective and Company Structure
The Company is organised as a feeder fund that invests solely in the ordinary
Sterling and US Dollar-denominated Class B shares issued by the Master Fund
– a Cayman Islands open-ended investment Company, which has as its
investment objective the generation of consistent long-term appreciation
through active leveraged trading and investment on a global basis. Further
details on the Company’s investment objective and policy can be found in the
Directors’ Report.
Sources of Cash and Liquidity Requirements
As the Master Fund is not expected to pay dividends, the Company expects that
the primary source of its future liquidity will depend on the periodic
redemption of shares from the Master Fund and borrowings in accordance with
its leverage policies.
BUSINESS ENVIRONMENT
Corporate Governance, Risk Framework and Internal Controls
The Board is responsible for establishing and maintaining an effective
corporate governance, risk management and internal control framework and for
reviewing its effectiveness. The Company has no staff and the Board delegates
contractually to third-party service providers for all of the Company’s
operational requirements. The Company’s risk framework comprises five
pillars:
* Oversight of service providers throughout the year,
including regular reporting on their activities, review of internal controls
reports from the Manager and Northern Trust International Fund Administration
Services (Guernsey) Limited (the “Administrator”), an annual assessment of
all service providers through the Management Engagement Committee and an
on-site visit by the Board to one of the Manager’s key offices. Oversight of
service providers’ policy maintenance in relation to market abuse,
anti-bribery, anti-fraud, anti-tax evasion, anti-money laundering, data
protection, information security and conflicts of interest;
* Regular reporting on and an annual review of
compliance with the UK Listing Rules;
* Annual review of compliance with the Association of
Investment Companies Corporate Governance Code (the “AIC Code”);
* The establishment and annual review of a number of
key policies, including those in relation to anti-bribery, information
security, share dealing, insider information and disclosure; and
* Regular review of a comprehensive risk matrix and the
effective operation of internal controls in relation to those material risks.
Principal Risks and Uncertainties
The nature and extent of the principal and emerging risks which have been
determined by the Board in order to meet the Company’s long term strategic
objectives and the steps which are taken by the Board to manage or mitigate
them are as follows:
* Investment Risks:
The Company is exposed to the risk that its portfolio fails to perform in
line with the Company’s objectives if it is inappropriately invested or
markets move adversely or the environment becomes structurally unsuitable for
the Company’s investment policy, leading to investor dissatisfaction. The
Board receives reports presented by the Manager, which has total discretion
over portfolio allocation, at each quarterly Board meeting, paying particular
attention to this allocation and to the performance and volatility of
underlying investments. The Board and the Manager have regular contact with
investors and the Manager publishes monthly shareholder reports and fact
sheets which are available on the Company’s website;
* Operational and Cyber Security Risks:
The Board is responsible for ensuring it is effective in
its oversight of the Company’s operations and cyber security. The Company is
exposed to the risks arising from any failure of systems and controls in the
operations of its key service providers, including each of the Manager and the
Administrator, or from their unavailability for whatever reason, including
those arising from cyber security issues. The Board receives regular reports
from each of those parties on cyber security and annual independent
third-party reporting on their respective internal controls;
* Financial Risks:
The financial risks faced by the Company include market, credit and liquidity
risk. These risks and the controls in place to mitigate them are reviewed at
each quarterly Board meeting. The Company’s principal documents also require
that if any class of shares trades at an average discount at or in excess of
8% of the monthly NAV in any year from 1 January to 31 December, the Company
will hold a class closure vote of the relevant class. The Company has
available and has previously implemented, a number of methods in order to
mitigate any discount to NAV, including making market purchases of its shares
as part of a discount management programme;
* Regulatory, legal and accounting risks:
Comprising two of the pillars of the Company's risk
framework, the Company is exposed to risk if it fails to comply with the
regulations of the UK Listing Authority or the provisions of the AIC Code
and/or any other applicable regulatory and legislative matters, or if it fails
to maintain accurate or timely accounting records and published financial
information. The Administrator provides the Board with regular internal
control and compliance reports and reports on changes in regulatory
requirements;
* Geopolitical Risks:
The Company is indirectly exposed to the risk of geopolitical events,
covering disruption arising from economic uncertainty and volatility including
any change or disruption to global trade and economic policy resulting from
any major shifts in long-standing policy positions of major economies.
I n respect of political and military conflict, including the
current conflicts in Ukraine and the Middle East, the Master Fund has had no
direct material exposure to Russia, Ukraine or Iran, and the Board and the
Manager monitor global events in order to mitigate any collateral impact on
the Company and its performance. The Board has also made enquiries of key
service providers in respect of any impact from such conflicts and the related
instability in world markets and has been assured that where, as in the case
of Brevan Howard in Abu Dhabi, service providers have operations in the
affected regions, they are not impacted in terms of their ability to continue
to supply their services to the Company; and
* Climate Change and Environmental Social
and Governance (“ESG”) Risks: The Company
recognises the importance of this emerging risk, including regulatory
requirements relating thereto and the expectations of stakeholders regarding
relevant disclosures around this set of risks, which have continued to develop
over recent years. The Company has no employees and does not own any physical
assets and is not directly exposed to climate change risk. Therefore, climate
change risk does not have an impact on the financial statements at 31 December
2025, but the Company recognises that climate change risk may have an effect
on the investments held in the Master Fund. The Manager monitors developments
in this area and industry best practice on behalf of the Board, where
appropriate, and regularly assesses the trading activity of the underlying
Master Fund and sub-funds to ascertain whether ESG factors are appropriate or
applicable to such funds. The Board has also made enquiries of key service
providers in respect of their assessment of how climate change and ESG risk
impacts their own operations and has been assured that this has no impact on
their ability to continue to supply their services to the Company.
The Board’s assessment of the above risks has not changed during the year.
Board Policy on Diversity
The Company has no employees and its policy on diversity is therefore
applicable only to the composition of the Board of Directors and board
committees. The objective of the Company’s Diversity Policy is to ensure the
best possible mix of skills and experience within the overall composition of
the Board and this is reviewed annually by the Remuneration and Nomination
Committee and also as part of the process for succession planning and the
appointment of new directors.
When appointing new Directors and reviewing the Board
composition, the Remuneration and Nomination Committee considers, amongst
other factors, diversity, balance of skills, knowledge, gender and experience.
At 31 December 2025, the Board believes that it was fully compliant in terms
of UKLR 6.6.6(9) in relation to board diversity. There have been no changes to
the Board’s composition since that date. We have set out additional details
in the table below, which were collected directly from each Board member:
Board Diversity
Name Gender Identity Ethnicity
Richard Horlick Male White British
Caroline Chan Female White Asian British
Julia Chapman Female White British
Bronwyn Curtis Female White European
John Le Poidevin Male White British
John Whittle (appointed 1 July 2025) Male White British
Environmental, Social and Governance Factors
The Company does not have employees, it does not own physical assets and its
Board is formed exclusively of non-executive Directors. As such, the Company
does not undertake any material activity which would directly affect the
environment.
On a regular basis, the Manager assesses the trading activity of the
investment funds it manages, including the Master Fund, to ascertain whether
ESG factors are appropriate or applicable to such funds. Most ESG principles
have been envisaged in the context of equity or corporate fixed income
investment and therefore are not readily applicable to most types of
instruments traded by the Master Fund.
The Manager continues to monitor developments in this area and seeks to
implement industry best practice where applicable. The Manager is a signatory
to the UN Principles for Responsible Investment and, on a regular basis,
assesses the trading activities of the Master Fund as to whether ESG, the UN
principles and sustainability risks under the EU Sustainable Finance
Disclosure Regulation are appropriate, relevant, or applicable to the Master
Fund, considering the structure of relevant Brevan Howard managed funds and
the applicable trading universe.
The Administrator is a wholly-owned indirect subsidiary of Northern Trust
Corporation, which has adopted the UN Global Compact principles, specifically:
implementing a precautionary approach to addressing environmental issues
through effective programmes, undertaking initiatives that demonstrate the
acknowledgement of environmental responsibility, promoting and using
environmentally sustainable technologies, and UN Sustainable Development
Goals, specifically: using only energy efficient appliances and light bulbs,
avoiding unnecessary use and waste of water, implementing responsible
consumption and production, and taking action to reduce climate change.
POSITION AND PERFORMANCE
Packaged Retail and Insurance Based Investment Products (“PRIIPs”)
From 1 January 2021, the Company became subject to the UK version of
Regulation (EU) No 1286/2014 on key information documents for PRIIPs, which is
part of UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended and supplemented from time to time, including by the Packaged Retail
and Insurance-based Investment Products (Amendment) (EU Exit) Regulations 2019
(the “UK PRIIPs Laws”). In accordance with the requirements of the UK
PRIIPs Laws, the Manager published the latest standardised three-page Key
Information Document (a “KID”) for the Company’s Sterling shares and
another for its US Dollar shares on 23 July 2025 (based on data as at 31
December 2024). Each KID is available on the Company’s website
https://www.bhmacro.com/regulatory-disclosures/.
The Manager is the PRIIPs manufacturer for each KID and the Company is not
responsible for the information contained in each KID. The process for
calculating the risks, cost and potential returns is prescribed by regulation.
The figures in the KID, relating to the relevant share class, may not reflect
the expected returns for that share class of the Company and anticipated
returns cannot be guaranteed.
Performance
Key Performance Indicators (“KPIs”)
At each quarterly Board meeting, the Directors consider a number of
performance measures to assess the Company’s success in achieving its
objectives. Below are the main KPIs which have been identified by the Board
for determining the progress of the Company:
1. NAV
The Company’s NAV can be considered to have appreciated from £1.00* per
Sterling share and US$1.00* per US Dollar share at launch to £4.41 per
Sterling share and US$4.52 per US Dollar share at the 2025 financial year end.
This increase in NAV is largely attributable to the Company’s long-term
growth strategy and returns. The Directors and the Manager are confident that
the current strategy will continue to return positive levels of growth over
the long-term.
* The launch price is adjusted by a factor of 10 to reflect the 10 for 1 share
sub-division, which occurred on 7 February 2023.
2. Share Prices, Discount/Premium
The Company’s shares traded at an average discount of 8.10% and 8.36% to NAV
for its Sterling shares and US Dollar shares respectively for the year ended
31 December 2025.
3. Ongoing Charges
The Company’s ongoing charges ratio, which includes both performance fees
and Master Fund charges, for the financial year ended 2025 as compared to the
ongoing charges ratio for the financial year ended 2024 has decreased from
2.95% to 2.47% on the Sterling shares and decreased from 3.06% to 2.40% on the
US Dollar shares, primarily due to changes in the level of the Manager’s
performance fee as a result of relative performance.
The Company reports an aggregated view of the charges for both the Sterling
shares and US Dollar shares. Further details are in the Directors’ Report.
Gain per Share
Total gain per share is based on the net gain on ordinary activities after tax
of £7,022,125 for the Sterling share class and a net gain of US$613,157 for
the US Dollar share class (2024: gain of £68,166,209 and US$5,680,548
respectively).
These calculations are based on the weighted average number of shares in issue
for the year ended 31 December 2025, resulting in 330,852,980 Sterling shares
and 26,107,953 US Dollar shares (2024: Sterling shares: 380,616,423 and US
Dollar shares: 28,572,373).
Year ended Year ended
31.12.25 31.12.24
Per share '000 Per share '000
Net total gain for Sterling shares 2.12p £7,022 17.91p £68,166
Net total gain for US Dollar shares 2.35c US$613 19.88c US$5,681
NAV
The NAV per Sterling share, as at 31 December 2025 was £4.41 based on net
assets of £1,390,318,037 divided by the number of Sterling shares in issue of
315,526,112 (2024: £4.35).
The NAV per US Dollar share, as at 31 December 2025 was US$4.52 based on net
assets of US$107,615,875 divided by number of US Dollar shares in issue of
23,824,541 (2024: US$4.48).
Dividends
No dividends were paid during the year (2024: US$ Nil).
Viability Statement
The investment objective of the Company is to seek to generate consistent
long-term capital appreciation through its investment policy of investing all
of its assets (net of funds required for its short-term working capital) in
the Master Fund.
The Directors have assessed the viability of the Company over the three-year
period to 31 December 2028. The Viability Statement covers a period of three
years, which the Board has determined is appropriate given the inherent
uncertainty of the investment world and the specific risks to which the
Company is exposed.
The continuation of the Company in its present form is largely dependent on
the management agreement between the Company and the Manager (the
“Management Agreement”) remaining in place. Since January 2023, the
Management Agreement has been generally terminable on a twelve month notice
period save for certain exceptions. To ensure that the Company maintains a
constructive and informed relationship with the Manager, the Directors meet
regularly with the Manager to review the Master Fund’s performance, and
through the Management Engagement Committee, the Directors review the
Company’s relationship with the Manager and the Manager’s performance and
effectiveness. The Directors currently know of no reason why either the
Company or the Manager might serve notice of termination of the Management
Agreement over the period covered by this Viability Statement.
The Company’s assets exceed its liabilities by a considerable margin.
Furthermore, the majority of the Company’s most significant expenses, being
the fees owing to the Manager and to the Administrator, fluctuate by reference
to the Company’s investment performance and NAV. The Company is able to meet
its expenses by redeeming shares in the Master Fund as necessary, as and when
required to enable the Company to meet its ordinary course operating expenses.
The Company’s investment performance depends upon the performance of the
Master Fund and the Manager as manager of the Master Fund. The Directors, in
assessing the viability of the Company, pay particular attention to the risks
facing the Master Fund. The Manager operates a risk management framework,
which is intended to identify, measure, monitor, report and, where
appropriate, mitigate key risks identified by it or its affiliates in respect
of the Master Fund.
The Company’s shares were largely traded at a premium up until the middle of
2023, since when, in common with the broader investment trust sector, the
shares have traded at a discount. In the event of any downward pressure on the
Company’s share prices, the Company is able to consider resuming active
discount management actions, including share buybacks, so that as far as
possible the share prices would more closely reflect the Company’s
underlying performance. Share buybacks commenced in December 2023 and have
continued throughout 2024 and 2025 in the face of persistent selling. The
Company is able to meet the costs of share buybacks by redeeming shares in the
Master Fund. Pursuant to the Management Agreement, there are restrictions on
the amount of Master Fund shares which the Company may redeem in a given
period; and the Company may incur fees to the Manager in certain
circumstances. The Company is also subject to the Shareholders’ authority
for share purchases in the market approved at the AGM held in May 2025. Refer
to notes 2 and 8 in the Annual Audited Financial Statements for details of the
Company’s discount management mechanisms.
The Directors have carried out a robust assessment of the risks, which include
the February 2026 class closure votes and their subsequent defeat, and on the
assumption that the risks are managed or mitigated in the ways noted above,
the Directors have a reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due over the
three-year period of their assessment.
Section 172, Companies Act 2006
Although the Company is domiciled and resident in Guernsey, the Board has
considered the guidance set out in the Association of Investment Companies
(the “AIC”) Code in relation to Section 172 of the Companies Act 2006 in
the UK. Section 172 of the Companies Act requires that the Directors of the
Company act in the way they consider, in good faith, is most likely to promote
the success of the Company for the benefit of all stakeholders, including
suppliers, customers and Shareholders. Whilst the Company has no customers or
employees, the Board considers the Company's key stakeholders to be its
shareholders and service providers and has had regular engagement with both
during the financial year.
Key Service Providers
The Company does not have any employees and, as such, the Board delegates
responsibility for its day-to-day operations to a number of key service
providers, which are considered to be the Company's suppliers. The activities
of each service provider are closely monitored by the Board and they are
required to report to the Board at set intervals.
In addition, a formal review of the performance of each service provider is
carried out once a year by the Management Engagement Committee.
The Manager
The Manager is a leading and well-established hedge fund manager. In exchange
for its services, a fee is payable as detailed in note 4 to the Annual Audited
Financial Statements.
The Board considers that, under the Company’s current investment objective,
the interests of Shareholders, as a whole, are best served by the ongoing
appointment of the Manager.
Administrator and Corporate Secretary
Northern Trust International Fund Administration Services (Guernsey) Limited
is the Company’s Administrator and corporate secretary (the “Corporate
Secretary”). Further details on fee structure are included in note 4 to the
Annual Audited Financial Statements.
Signed on behalf of the Board by:
Richard Horlick
Chair
John Le Poidevin
Director
30 March 2026
Directors’
Report
31 December 2025
The Directors submit their Annual Report together with the Company’s Audited
Statement of Assets and Liabilities, Audited Statement of Operations, Audited
Statement of Changes in Net Assets, Audited Statement of Cash Flows and the
related notes for the year ended 31 December 2025. The Directors’ Report
together with the Annual Audited Financial Statements and their related notes
(the “Annual Audited Financial Statements”) give a true and fair view of
the financial position of the Company. They have been prepared in accordance
with United States Generally Accepted Accounting Principles (“US GAAP”)
and are in agreement with the accounting records.
The Company
BH Macro Limited is a limited liability closed-ended investment Company which
was incorporated in Guernsey on 17 January 2007 and then admitted to the
Official List of the London Stock Exchange ("LSE") later that year. The
Company is currently included in the London Stock Exchange’s FTSE 250 Index
and has been throughout the current and prior financial years.
The Company’s ordinary shares are issued in Sterling and US Dollars.
Investment Objective And Policy
The Company is organised as a feeder fund that invests all of its assets (net
of short-term working capital requirements) directly in the Master Fund, a
hedge fund in the form of a Cayman Islands open-ended investment company,
which has as its investment objective the generation of consistent long-term
appreciation through active leveraged trading and investment on a global
basis. The Master Fund is managed by Brevan Howard Capital Management LP, the
Company’s Manager.
The Master Fund has flexibility to invest in a wide range of instruments
including, but not limited to, debt securities and obligations (which may be
below investment grade), bank loans, listed and unlisted equities, other
collective investment schemes, currencies, commodities, digital assets,
futures, options, warrants, swaps and other derivative instruments. The
underlying philosophy is to construct strategies, often contingent in nature,
with superior risk/return profiles, whose outcome will often be crystallised
by an expected event occurring within a pre-determined period of time.
The Master Fund employs a combination of investment strategies that focus
primarily on economic change and monetary policy and market inefficiencies.
The Company may employ leverage for the purposes of financing share purchases
or buybacks, satisfying working capital requirements or financing further
investment into the Master Fund, subject to an aggregate borrowing limit of
20% of the Company’s NAV, calculated as at the time of borrowing. Borrowing
by the Company is in addition to leverage at the Master Fund level, which has
no limit on its own leverage.
Results And Dividends
The results for the year are set out in the Audited Statement of Operations.
The Directors do not recommend the payment of a dividend.
Share Capital
At the Annual General Meeting held on 16 May 2025, Shareholders approved an
Ordinary Resolution to allow the Directors to have the power to issue further
shares totalling 112,033,560 Sterling shares and 9,043,124 US Dollar
shares, respectively. Shareholders at the Annual General Meeting also approved
a Special Resolution that authorised the maximum number of shares that may be
purchased on-market by the Company until the next Annual General Meeting,
being 50,386,530 Sterling shares and 4,067,099 US Dollar shares.
During the financial year 2025, the Company has bought back 29,268,612
Sterling shares on the London Stock Exchange with prices ranging from £3.72
to £4.12 per share. The Company also bought back 311,894 US Dollar shares on
the London Stock Exchange with prices ranging from US$4.08 to US$4.24 per
share. The repurchased shares are held by the Company in Treasury.
The number of shares in issue at the year end is disclosed in note 5 of the
Annual Audited Financial Statements.
Going Concern
The Directors, having considered the Principal and Emerging Risks and
Uncertainties to which the Company is exposed, which are listed in the
Business Environment section, and on the assumption that these are managed or
mitigated as noted, are not aware of any material uncertainties which may cast
significant doubt upon the Company’s ability to continue as a going concern
for at least 12 months from the date of approval of these Annual Audited
Financial Statements and, accordingly, consider that it is appropriate that
the Company continues to adopt the going concern basis of accounting for these
Annual Audited Financial Statements.
Whilst the Board continues to monitor the ongoing impact of various
geopolitical events, the Board has concluded that the biggest threat to the
Company remains the failure of a key service provider to maintain business
continuity and resiliency. The Board has assessed the measures in place by key
service providers to maintain business continuity and, so far, has not
identified any significant issues that affect the Company. The financial
position of the Company has not been negatively impacted by geopolitical
events either and the Board is confident that these events have not impacted
the going concern assessment of the Company.
In December 2023, the Board commenced a share buyback programme to manage any
excess mismatch between buyers and sellers of the Company’s shares in the
public markets and in order to narrow the discount at which the Company’s
shares trade. All share buybacks have been and will continue to be funded by
specific cash allocated to them through the redemption of shares in the Master
Fund, subject to the notice period discussed in note 2 to the Annual Audited
Financial Statements, and there is therefore no impact on the cash available
to cover the Company’s central operating costs.
The average discount to NAV for the Sterling shares and US Dollar shares for
the year ended 31 December 2025 was above 8% and consequently class closure
votes were called for both share classes. Following the Sterling class closure
meeting on 19 February 2026 it was announced that the Sterling Shareholders
had defeated the class closure resolution, with 96.23% of votes received
against closure. It was also announced that the US Dollar class closure
meeting of the same date was inquorate, and the meeting was postponed to 26
February 2026. The US Dollar class closure meeting on 26 February 2026 was
quorate, with 99.91% of votes received against closure. Both votes indicate
overwhelming shareholder support for the continuation of the Company and its
strategy.
The Directors have therefore concluded that there are no significant cash flow
or other risks in relation to preparing the Annual Audited Financial
Statements on a going concern basis.
The Board
The Board of Directors has overall responsibility for safeguarding the
Company’s assets, for the determination of the investment policy of the
Company, for reviewing the performance of the service providers and for the
Company’s activities. The Directors, all of whom are non-executive, are
listed in the Board Members section.
The Board meets at least four times a year and between these formal meetings,
there is regular contact with the Manager, JPMorgan Cazenove (the “Corporate
Broker”) and the Administrator. The Directors are kept fully informed of
investment and financial controls, and other matters that are relevant to the
business of the Company are brought to the attention of the Directors. The
Directors also have access to the Administrator and, where necessary in the
furtherance of their duties, to independent professional advice at the expense
of the Company.
For each Director, the tables below set out the number of Board meetings and
Audit Committee meetings they were entitled to attend during the year ended 31
December 2025 and the number of such meetings attended by each Director.
Scheduled Board Meetings Held Attended
Richard Horlick 4 4
Caroline Chan 4 4
Julia Chapman 4 4
Bronwyn Curtis 4 4
John Le Poidevin 4 4
John Whittle* 2 2
Audit Committee Meetings Held Attended
John Le Poidevin 4 4
Caroline Chan 4 4
Julia Chapman 4 4
Bronwyn Curtis 4 4
John Whittle* 2 2
Remuneration and Nomination Committee Meetings Held Attended
Richard Horlick 3 3
Caroline Chan 3 3
Julia Chapman 3 3
Bronwyn Curtis 3 3
John Le Poidevin 3 3
John Whittle* 1 1
Management Engagement Committee Meetings Held Attended
Richard Horlick 2 2
John Le Poidevin 2 2
Caroline Chan 2 2
Julia Chapman 2 2
Bronwyn Curtis 2 2
John Whittle* 1 1
*John Whittle joined the Board on 1 July 2025 and his attendance has been
recorded for meetings from that date.
In addition to these scheduled meetings, twelve ad-hoc committee meetings were
held during the year ended 31 December 2025, which were attended by those
Directors available at the time.
The Board has reviewed the composition, structure and diversity of the Board,
succession planning, the independence of the Directors and whether each of the
Directors has sufficient time available to discharge their duties effectively.
The Board confirms that it believes that it has an appropriate mix of skills
and backgrounds, that all of the Directors are considered to be independent in
accordance with the provisions of the AIC Code and that all Directors have the
time available to discharge their duties effectively.
The Chair’s and the other Directors’ tenures are limited to nine years,
which is consistent with the principles listed in the UK Corporate Governance
Code.
During the year, the Board completed an externally facilitated recruitment
exercise to replace John Le Poidevin as a Director and made an announcement to
the market on 16 May 2025 that John Whittle was joining the Board on 1 July
2025. It is intended that John Whittle will replace John Le Poidevin as Audit
Committee Chair when John Le Poidevin steps down from the Board at the 2026
AGM. John Whittle is a Fellow of the Institute of Chartered Accountants in
England and Wales and holds the Institute of Directors Diploma in Company
Direction. He is a highly experienced non-executive Director, specialising in
London listed funds, often acting as Audit Committee Chair.
Notwithstanding that some of the Directors sit on the boards of a number of
other listed companies, the Board notes that each appointment is non-executive
and that listed investment companies generally have a lower level of
complexity and time commitment than trading companies. Furthermore, the Board
notes that attendance of all Board and Committee meetings during the year is
high and that each Director has always shown the time commitment necessary to
discharge fully and effectively their duties as a Director.
Directors’ Interests
The Directors had the following interests in the Company, held either directly
or beneficially:
Sterling Shares
31.12.25 31.12.24
Richard Horlick 200,000 200,000
Caroline Chan 11,587 11,587
Julia Chapman 6,260 6,260
Bronwyn Curtis 33,173 33,173
John Le Poidevin 116,940 116,940
John Whittle (appointed 1 July 2025) 10,000 -
US Dollar Shares
31.12.25 31.12.24
Richard Horlick 20,000 20,000
Caroline Chan - -
Julia Chapman - -
Bronwyn Curtis - -
John Le Poidevin - -
John Whittle (appointed 1 July 2025) - -
Directors’ Indemnity
Directors’ and Officers’ liability insurance cover is in place in respect
of the Directors.
The Directors entered into indemnity agreements with the Company which
provide, subject to the provisions of The Companies (Guernsey) Law, 2008, for
an indemnity for Directors in respect of costs which they may incur relating
to the defence of proceedings brought against them arising out of their
positions as Directors, in which they are acquitted, or judgement is given in
their favour by the Court. The agreement does not provide for any
indemnification for liability which attaches to the Directors in connection
with any negligence, unfavourable judgements and breach of duty or trust in
relation to the Company.
Corporate Governance
To comply with the UK Listing Regime, the Company must comply with the
requirements of the UK Corporate Governance Code. The Company is also required
to comply with the Code of Corporate Governance issued by the Guernsey
Financial Services Commission.
The Company is a member of the AIC and by complying with the AIC Code, it is
deemed to comply with both the UK Corporate Governance Code and the Guernsey
Code of Corporate Governance.
To ensure ongoing compliance with the principles and the recommendations of
the AIC Code, the Board receives and reviews a report from the Corporate
Secretary, at each quarterly meeting, identifying whether the Company is in
compliance and recommending any changes that are necessary.
The Company has complied with the requirements of the AIC Code and the
relevant provisions of the UK Corporate Governance Code, except as set out
below.
The UK Corporate Governance Code includes provisions relating to:
* the role
of the chief
executive;
* executive
Directors’ remuneration;
* the need
for an internal
audit function; and
* a whistle-blowing
policy.
For the reasons explained in the UK Corporate Governance Code, the Board
considers these provisions are not relevant to the position of the Company as
it is an externally managed investment Company with a Board formed exclusively
of non-executive Directors. The Company has therefore not reported further in
respect of these provisions.
The Company does not have employees, hence no whistle-blowing policy is
necessary. However, the Directors have satisfied themselves that the
Company’s service providers have appropriate whistle-blowing policies and
procedures and seek regular confirmation from the service providers that
nothing has arisen under those policies and procedures which should be brought
to the attention of the Board.
All of the Directors are independent of the Manager and any Company in the
same group as the Manager (the “Manager’s Group”).
The Company has adopted a Code of Directors’ dealings in securities.
The Company’s risk appetite and risk exposure and the effectiveness of its
risk management and internal control systems are reviewed by the Audit
Committee and by the Board at their meetings. The Board believes that the
Company has adequate and effective systems in place to identify, mitigate and
manage the risks to which it is exposed.
For new appointments to the Board, a specialist independent recruitment firm
is engaged as and when appropriate, to source potential candidates who are
then interviewed by the Directors. The current Board has a breadth of
experience relevant to the Company, and the Directors believe that any changes
to the Board’s composition can be managed without undue disruption. An
induction programme is provided for newly appointed Directors.
In line with the AIC Code, Article 21.3 of the Company’s Articles requires
all Directors to retire at each Annual General Meeting. At the Annual General
Meeting of the Company on 16 May 2025, Shareholders re-elected all the then
incumbent Directors of the Company.
The Board, through the Remuneration and Nomination Committee, regularly
reviews its composition and believes that the current and anticipated
appointments provide an appropriate range of skill, experience and diversity.
Each of the Board, the Audit Committee, the Management Engagement Committee
and the Remuneration and Nomination Committee undertakes an evaluation of
their own performance and that of individual Directors on an annual basis. In
order to review their effectiveness, the Board and its Committees carry out a
process of formal self-appraisal. The Board and the Committees consider how
they function as a whole and review the individual performance of their
members. This process is conducted by the Chair of each Committee reviewing
the relevant Directors’ performance, contribution and commitment to the
Company.
Bronwyn Curtis, the Senior Independent Director, takes the lead in evaluating
the performance of the Chair.
Our Culture
As the Company has no staff and the Board delegates all of the Company’s
operational requirements to third-party service providers, the Board is
responsible for setting the culture of the Company through its own activities.
The Board operates in a collegiate manner, with open dialogue and constructive
challenge supporting effective decision making and oversight. The Board meets
regularly, welcoming active engagement with and receiving detailed reports
from its service providers to enable it to discharge its duties effectively
and ensure that the service providers contracted are
aligned to the Company's strategy and culture.
The Company invests solely in the Master Fund managed by Brevan Howard Capital
Management LP. The Board notes that the culture of the Manager is centred
around people and relationships, bringing together talented and devoted
individuals with a wide range of synergistic skills and independent thinking
and supporting them in reaching their full potential by investing in their
growth and development, whilst ensuring they have the best possible tools to
succeed through market leading technology and infrastructure via a deeply
collaborative firm culture that rewards results, taking initiative and
succeeding with integrity. Further details can be found
at https://www.brevanhoward.com/culture/
.
Board Performance
The performance of the Board and that of each individual Director is scheduled
for external evaluation every three years, the most recent of which was
completed in 2025.
The Board completed an externally facilitated evaluation of its effectiveness
during the year, conducted by an independent third party service provider,
Trust Associates LLP. The evaluation was finalised prior to the
approval of these financial statements and considered the composition,
operation and performance of the Board, the Board committees, the Chair and
the Senior Independent Director. No material issues were identified as a
result of the review.
The Board carries out an annual internal evaluation of its performance in
years when an external evaluation is not taking place.
The Board needs to ensure that the Annual Audited Financial Statements, taken
as a whole, are fair, balanced and understandable and provide the information
necessary for Shareholders to assess the Company’s performance, business
model and strategy. In seeking to achieve this, the Directors have set out the
Company’s investment objective and policy and have explained how the Board
and its delegated Committees operate and how the Directors review the risk
environment within which the Company operates and sets appropriate risk
controls. Furthermore, throughout the Annual Report, the Board has sought to
provide further information to enable Shareholders to better understand the
Company’s business and financial performance.
Policy to Combat Fraud, Bribery and Corruption
The Board has adopted a formal policy to combat fraud, bribery and corruption.
The policy applies to the Company and to each of its Directors. Furthermore,
the policy is shared with each of the Company’s service providers and
confirmation from each of them is sought in relation to their own policies.
In respect of the UK Criminal Finances Act 2017, which introduced a new
corporate criminal offence of ‘failing to take reasonable steps to prevent
the facilitation of tax evasion’, the Board confirms that it is committed to
preventing the facilitation of tax evasion and takes all reasonable steps to
do so.
Social and Environmental Issues
The Board also keeps under review developments involving other social and
environmental issues, such as modern slavery, and reports on those to the
extent they are considered relevant to the Company’s operations.
Further explanation of these issues is detailed under ' Climate
Change and Environmental Social and Governance (“ESG”) Risks’.
Ongoing Charges
The ongoing charges (the “Ongoing Charges”) represent the Company’s
management fee and all other operating expenses, excluding finance costs,
performance fees, share issue or buyback costs and non-recurring legal and
professional fees, expressed as a percentage of the average of the daily net
assets during the year.
Ongoing Charges for the years ended 31 December 2025 and 31 December 2024 have
been prepared in accordance with the AIC’s recommended methodology.
The following table presents the Ongoing Charges for each share class of the
Company for the years ended 31 December 2025 and 31 December 2024.
31.12.25
Sterling US Dollar
Shares Shares
Company – Ongoing Charges 1.66% 1.58%
Master Fund – Ongoing Charges 0.66% 0.64%
Performance fees 0.15% 0.18%
Ongoing Charges plus performance fees 2.47% 2.40%
31.12.24
Sterling US Dollar
Shares Shares
Company – Ongoing Charges 1.58% 1.56%
Master Fund – Ongoing Charges 0.63% 0.63%
Performance fees 0.74% 0.87%
Ongoing Charges plus performance fees 2.95% 3.06%
The Master Fund’s Ongoing Charges represent the portion of the Master
Fund’s operating expenses which have been allocated to the Company. The
Company invests substantially all of its investable assets in ordinary
Sterling and US Dollar-denominated Class B shares issued by the Master Fund.
These shares are not subject to management fees and performance fees within
the Master Fund. The Master Fund’s operating expenses include an operational
services fee payable to the Manager of 1/12 of 0.5% per month of the
prevailing Master Fund NAV attributable to the Company’s investment in the
Master Fund.
Audit Committee
The Company’s Audit Committee conducts formal meetings at least three times
a year for the purpose, amongst others, of considering the appointment,
independence and effectiveness of the audit and remuneration of the auditors,
and to review and recommend the Annual Audited Financial Statements and Annual
Report to the Board of Directors. It is chaired by John Le Poidevin and
comprises Bronwyn Curtis, Julia Chapman, Caroline Chan and John Whittle. The
Terms of Reference of the Audit Committee are available on the Company’s
website ( www.bhmacro.com
) or from the Administrator.
Management Engagement Committee
The Board has established a Management Engagement Committee which has adopted
terms of reference that set out its duties and responsibilities. The
Management Engagement Committee meets formally at least once a year, is
chaired by Julia Chapman and comprises all members of the Board.
The function of the Management Engagement Committee is to ensure that the
Company’s Management Agreement is competitive and reasonable for the
Shareholders, along with a review of the terms of the Company’s agreements
with all other third-party service providers (other than Ernst & Young LLP
(the “Independent Auditor”)). The Management Engagement Committee also
monitors the performance of all service providers on an annual basis and
writes to each service provider regarding their Business Continuity Plans. To
date, all services have proved to be robust and there has been no disruption
to the Company. The Terms of Reference of the Management Engagement Committee
are available on the Company’s website (
www.bhmacro.com ) or from the Administrator.
The details of the Manager’s fees and notice period are set out in note 4 to
the Annual Audited Financial Statements.
The Board continuously monitors the performance of the Manager and a formal
review of the Manager is conducted by the Management Engagement Committee
annually.
The Manager has wide experience in managing and administering investment
companies and has access to extensive investment management resources.
At its meeting on 12 September 2025, the Management Engagement Committee
concluded that the continued appointment of each of the Manager, the
Administrator, the Company’s UK and Guernsey legal advisers, Computershare
Investor Services (Guernsey) Limited (the “Registrar”) and the Corporate
Broker on the terms agreed was in the interests of the Company’s
Shareholders as a whole. At the date of this report, the Board continues to be
of the same opinion.
Remuneration and Nomination Committee
The Board has established a Remuneration and Nomination Committee with formal
duties and responsibilities. The Remuneration and Nomination Committee meets
formally at least once a year, is chaired by Caroline Chan and comprises all
members of the Board.
The function of the Remuneration and Nomination Committee is to:
* regularly review the structure, size and composition
of the Board and make recommendations to the Board with regard to any changes
that are deemed necessary;
* identify, from a variety of sources, candidates to
fill Board vacancies as and when they arise with a continued focus on Board
diversity;
* assess and articulate the time needed to fulfil the
role of the Chair and of a non-executive director, and undertake an annual
performance evaluation to ensure that all the members of the Board have
devoted sufficient time to their duties, and also to review their contribution
to the work of the Board and the breadth of experience of the Board as a
whole; and
* annually review the levels of remuneration of each of
the Chair of the Board, the Chair of the Audit Committee, the Chair of each
other Board committee and other non-executive Directors having regard to the
maximum aggregate remuneration that may be paid under the Company’s
Articles.
The Remuneration and Nomination Committee concluded its recent sourcing and
recruitment of a new Director with the appointment of John Whittle; and
announced on 16 May 2025 that John Whittle would join the Board on 1 July
2025.
Trust Associates LLP, an independent, third party provider, reviewed the
levels of remuneration of each member of the Board, the Chair of the Audit
Committee, the Chair of each Board committee, the Senior Independent Director
and other non-executive Directors. The review was finalised in 2025, and the
Committee’s recommendations, based on the review, were adopted by the Board,
with effect from 1 January 2026.
Internal Controls
Responsibility for the establishment and maintenance of an appropriate system
of internal control rests with the Board and to achieve this, processes have
been established which seek to:
* review the risks faced by the Company and the
controls in place to address those risks;
* identify and report changes in the risk environment
and operational controls, including the identification and management of
emerging risks;
* identify and report on the effectiveness of controls
and errors arising; and
* ensure no override of controls by the Manager, the
Administrator and the Company’s other key service providers.
A risk matrix report is tabled and discussed at each Audit Committee meeting,
and reviewed at least once a year by the Board, setting out the Company’s
risk exposure and the effectiveness of its risk management and internal
control systems. The Board believes that the Company has adequate and
effective systems in place to identify, mitigate and manage the risks to which
it is exposed.
The Board has delegated the management of the Company and the administration,
corporate secretarial and registrar functions, including the independent
calculation of the Company’s NAV and the production of the Annual Report and
Audited Financial Statements, which are independently audited. Whilst the
Board delegates these functions, it remains responsible for the functions it
delegates and for the systems of internal control. Formal contractual
agreements have been put in place between the Company and the providers of
these services. On an ongoing basis, Board reports are provided at each
quarterly Board meeting by the Manager, the Corporate Broker, the
Administrator and Corporate Secretary and the Registrar. A representative from
the Manager is asked to attend these meetings.
In common with most investment companies, the Company does not have an
internal audit function. All of the Company’s management functions are
delegated to the Manager, the Administrator and Corporate Secretary and the
Registrar which have their own internal audit and risk assessment functions.
Further reports are received from the Administrator in respect of compliance,
LSE continuing obligations and other matters. The reports received during the
year were reviewed by the Board. No material adverse findings were identified
in these reports.
International Tax
Reporting
For the purposes of the US Foreign Account Tax Compliance Act, the Company
registered with the US Internal Revenue Services (“IRS”) as a Guernsey
reporting Foreign Financial Institution (“FFI”), received a Global
Intermediary Identification Number (5QHZVI.99999.SL.831), and can be found on
the IRS FFI list.
The Common Reporting Standard (“CRS”) is a global standard for the
automatic exchange of financial account information developed by the
Organisation for Economic Co-operation and Development (“OECD”). The
Company made its latest report for CRS to the Director of the
Revenue Service on 26 June 2025.
Relations with Shareholders
The Board welcomes Shareholders’ views and places great importance on
communication with the Company’s Shareholders. The Board receives regular
reports on the views of Shareholders and the Chair and other Directors are
available to meet Shareholders, with a number of such meetings taking place
during the year and subsequent to the financial year end. The Company provides
weekly estimates of NAV, month end estimates and final NAVs. The Company also
provides a monthly newsletter. These are published via RNS, LSE's Regulatory
News Services, and are also available on the Company’s website. Risk reports
of the Master Fund are also available on the Company’s website.
The Manager maintains regular dialogue with institutional Shareholders, the
feedback from which is reported to the Board. Shareholders who wish to
communicate with the Board should contact the Administrator in the first
instance.
Having reviewed the Financial Conduct Authority’s restrictions on the retail
distribution of non-mainstream pooled investments, the Company, after taking
legal advice, announced on 15 January 2014 that it is outside the scope of
those restrictions, so that its shares can continue to be recommended by UK
authorised persons to ordinary retail investors.
In accordance with the AIC Code, when 20 per cent or more of Shareholder votes
have been cast against a Board recommendation for a resolution, the Company
should explain, when announcing voting results, what actions it intends to
take to consult Shareholders in order to understand the reasons behind the
result. An update on the views received from Shareholders and actions taken
should be published no later than six months after the Shareholder meeting.
The Board should then provide a final summary in the Annual Report and, if
applicable, in the explanatory notes to resolutions at the next
Shareholders’ meeting, on what impact the feedback has had on the decisions
the Board has taken and any actions or resolutions now proposed. During the
year, no resolution recommended by the Board received 20 per cent or more
votes against it.
Significant Shareholders
As at 20 March 2026, the following Shareholders had significant shareholdings
in the Company:
% holding
in class
Significant Shareholders
Sterling Shares
BH Macro Limited* 18.9%
Rathbone Nominees Limited 13.7%
Evelyn Partners Nominees Limited 10.8%
Nortrust Nominees Limited 6.5%
Lion Nominees Limited 5.2%
Pershing Nominees Limited 4.2%
Vidacos Nominees Limited 4.2%
Vestra Nominees Limited 3.6%
Cheviot Capital Nominees Limited 3.3%
Brewin Nominees Limited 3.2%
*Treasury Shares which carry no voting rights
% holding
in class
Significant Shareholders
US Dollar Shares
Vidacos Nominees Limited 15.4%
Euroclear Nominees Limited 15.1%
Rathbone Nominees Limited 14.8%
Aurora Nominees Limited 8.2%
Securities Services Nominees Limited 7.9%
Luna Nominees Limited 7.0%
Lynchwood Nominees Limited 5.8%
Cgwl Nominees Limited 3.2%
Signed on behalf of the Board by:
Richard Horlick
Chair
John Le Poidevin
Director
30 March 2026
Statement of Directors’ Responsibility in respect of the Annual Report and
Audited Financial Statements
The Directors are responsible for preparing the Annual Report and Audited
Financial Statements in accordance with applicable law and regulations.
The Companies (Guernsey) Law, 2008 requires the Directors to prepare financial
statements for each financial year. They have resolved to prepare the
financial statements in accordance with accounting principles generally
accepted in the United States of America.
The Directors, by law, must not approve the financial statements unless they
are satisfied that they give a true and fair view of the state of affairs of
the Company and of its profit or loss for that year. In preparing these
financial statements, the Directors are required to:
· select suitable
accounting policies and then apply them consistently;
· make judgements and estimates that are
reasonable, relevant and reliable; ·
state whether applicable accounting standards have been
followed, subject to any material departures disclosed and explained in the
financial statements; ·
assess the Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to the going concern basis; and
· use the going concern basis of
accounting unless liquidation is imminent.
The Directors are responsible for keeping proper
accounting records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the financial
position of the Company and enable them to ensure that its financial
statements comply with the Companies (Guernsey) Law, 2008. They are
responsible for such internal control as they determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error, and have general responsibility
for taking such steps as are reasonably open to them to safeguard the assets
of the Company and to prevent and detect fraud and other irregularities.
The Directors are
responsible for the maintenance and integrity of the corporate and financial
information included on the Company’s website. Legislation in Guernsey
governing the preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE
ANNUAL FINANCIAL REPORT
We confirm that to the best of our knowledge:
· so far as each of
the Directors is aware, there is no relevant audit information of which the
Company’s Independent Auditor is unaware, and each has taken all the steps
they ought to have taken as a Director to make themselves aware of any
relevant information and to establish that the Company’s Independent Auditor
is aware of that information; ·
the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company; and
· each of the
Chair’s Statement, the Strategic Report, the Directors’ Report and the
Manager’s Report includes a fair review of the development and performance
of the business and the position of the Company, together with a description
of the principal risks and uncertainties that it faces.
We consider the Annual Report and Annual
Audited Financial Statements, taken as a whole, are fair, balanced and
understandable and provide the information necessary for Shareholders to
assess the Company’s position and performance, business model and strategy.
Signed on behalf of
the Board by:
Richard Horlick
Chair
John Le
Poidevin
Director
30 March 2026
Directors’ Remuneration Report
31 December 2025
Introduction
An ordinary resolution for the approval of the Directors’ Remuneration
Report in the Company’s Annual Audited Financial Statements for the year
ended 31 December 2024, was passed by the Shareholders at the Annual General
Meeting held on 16 May 2025.
Remuneration policy
The Remuneration and Nomination Committee considers matters relating to the
Directors’ remuneration.
The Company’s policy is that the fees payable to the Directors should
reflect the time spent by the Directors on the Company’s affairs and the
responsibilities borne by the Directors and be sufficient to attract, retain
and motivate Directors of a quality required to run the Company successfully.
The Chair of the Board is paid a higher fee in recognition of his additional
responsibilities, as are the Chairs of the various Board committees and the
Senior Independent Director. The policy is to review fee rates periodically,
although such a review will not necessarily result in any changes to the
rates, and account is taken of fees paid to Directors of comparable companies.
There are no long-term incentive schemes provided by the Company and no
performance fees are paid to Directors.
No Director has a service contract with the Company but each of the Directors
is appointed by a letter of appointment which sets out the main terms of their
appointment. The Directors were appointed to the Board for an initial term of
three years and Article 21.3 of the Company’s Articles requires, as does the
AIC Code, that all of the Directors retire at each Annual General Meeting. At
the Annual General Meeting of the Company on 16 May 2025, Shareholders
re-elected all the Directors in role at that time. Director appointments can
also be terminated in accordance with the Articles. Should Shareholders vote
against a Director standing for re-election, the Director affected will not be
entitled to any compensation. A Director may resign by notice in writing to
the Board at any time.
Directors are remunerated in the form of fees, payable quarterly in arrears,
to the Director personally.
No other remuneration or compensation was paid or payable by the Company
during the year to any of the Directors apart from the reimbursement of
allowable expenses.
Directors’ fees
The fees payable by the Company in respect of each of the Directors who served
during the years ended 31 December 2025 and 31 December
2024 were as follows:
Year Year
ended ended
31.12.25 31.12.24
£ £
Richard Horlick 99,000 90,000
Caroline Chan 58,000 55,000
Julia Chapman 58,000 55,000
Bronwyn Curtis 59,000 55,000
John Le Poidevin 69,000 65,000
John Whittle (appointed 1 July 2025) 26,500 -
Total 369,500 320,000
The annual aggregate limit of fees payable to Directors is £800,000 per
annum. The Remuneration and Nomination Committee appointed external providers,
Trust Associates, to carry out a review of the Directors’ fees, and their
report was considered at the most recent meeting, held on 9 December 2025. The
Committee considered the recommendations from Trust Associates to take
accounts of the increased workload for non-executive directors of investment
companies, inflation in the market for such non-executive directors since 1
July 2022 and benchmarking against peer companies. It was concluded that the
current fees would be increased as follows effective 1 January 2026.
Fee per annum
Role £
Board Chair 110,000
Audit Committee Chair 75,000
Management Engagement Committee Chair 64,000
Remuneration and Nomination Committee Chair 64,000
Senior Independent Director 66,000
All other Directors 59,000
Caroline Chan
Remuneration and Nomination Committee Chair
30 March 2026
Report of the Audit
Committee
31 December 2025
We present the Audit Committee’s (the “Committee”) Report for 2025,
setting out the Committee’s structure and composition, principal duties and
key activities during the year. As in previous years, the Committee has
reviewed the Company’s financial reporting, the independence and
effectiveness of the Independent Auditor and the internal control and risk
management systems of the service providers.
Structure and Composition
The Committee is chaired by John Le Poidevin and its other members are Bronwyn
Curtis, Julia Chapman, Caroline Chan and John Whittle. It is intended that
John Whittle will become chair of the Audit Committee on the retirement of
John Le Poidevin at the 2026 AGM. In preparation for this role, John Whittle
shadowed John Le Poidevin and has been involved in all key discussions with
Ernst & Young LLP, the Company’s auditors, throughout the 2025 financial
year.
Appointment to the Committee is for a period of up to three years, which may
be extended for two further three-year periods, provided that the majority of
the Committee remains independent of the Manager. John Le Poidevin and Bronwyn
Curtis are serving their third terms, Caroline Chan and Julia Chapman are
serving their second terms and John Whittle is serving his first term.
The Committee conducts formal meetings at least three times a year. The table
in the Directors’ Report sets out the number of Committee meetings held
during the year ended 31 December 2025 and the number of such meetings
attended by each Committee member. The Independent Auditor is invited to
attend those meetings at which the annual and interim reports are considered.
The Independent Auditor and the Committee will meet without representatives of
either the Administrator or the Manager being present if the Committee
considers this to be necessary.
Principal Duties
The role of the
Committee includes:
· monitoring the integrity of the published
Financial Statements of the Company;
· reviewing and reporting to the
Board on the significant issues and judgements made in the preparation of the
Company’s published Financial Statements (having regard to matters
communicated by the Independent Auditor), significant financial returns to
regulators and other financial information;
· monitoring and
reviewing the quality and effectiveness of the Independent Auditor and their
independence; ·
considering and making recommendations to the Board
on the appointment, reappointment, replacement and remuneration to the
Company’s Independent Auditor; and
· monitoring and reviewing the
internal control and risk management systems of the service providers.
The complete details of the Committee’s formal duties and responsibilities
are set out in the Committee’s terms of reference, which can be obtained
from the Administrator.
The independence, integrity and
objectivity of the
Independent Auditor is
reviewed by the
Committee, which also
reviews the terms
under which the
Independent Auditor is
appointed to perform
non-audit services, which
includes consideration of
the Financial Reporting
Council (“FRC”) Revised Ethical
Standard 2024 (the “Ethical Standard”). The
Committee has also
established policies and
procedures for the
engagement of the Company’s
auditor to provide
audit, assurance and
other services.
Independent Auditor
The audit and any non-audit fees proposed by the Independent Auditor each year
are reviewed by the Committee, taking into account the Ethical Standard and
the Company’s structure, operations and other requirements during the year
and the Committee makes recommendations to the Board.
Ernst & Young LLP (“EY”) has served as the Company’s Independent Auditor
since 16 May 2025, following the replacement of KPMG Channel Islands Limited
(“KPMG CI”) through a formal tender process.
Key Activities in 2025
The following sections discuss the assessment made by the Committee during the
year:
Significant Financial Statement Issues
The Committee’s review of the Annual Audited Financial Statements focused on
the following area:
The Company’s investment in the Master Fund had a fair value of US$1,938
million as at 31 December 2025 and represents substantially all the net assets
of the Company. The valuation of the investment is determined in accordance
with the Accounting Policies set out in note 3 to the Annual Audited Financial
Statements. The Financial Statements of the Master Fund for the year ended 31
December 2025 were audited by KPMG Cayman which issued an unqualified audit
opinion dated 26 March 2026. The Committee has reviewed the Financial
Statements of the Master Fund and the accounting policies and determined the
fair value of the investment as at 31 December 2025 is reasonable.
This matter was discussed during the planning and final stage of the audit and
there was no significant divergence of views between the Committee and the
Independent Auditor.
The Committee has carried out a robust assessment of the risks to the Company
in the context of making the Viability Statement in these Annual Audited
Financial Statements. Furthermore, the Committee has concluded it appropriate
to continue to prepare the Annual Audited Financial Statements on the going
concern basis of accounting.
Effectiveness of the Audit
The Committee held formal meetings with EY during the course of the year: 1)
before the start of the audit to discuss formal planning and to discuss any
potential issues and to agree the scope that would be covered; and 2) after
the audit work was concluded, to discuss the significant issues including
those stated above.
The Committee considered the effectiveness and independence of EY by using a
number of measures, including but not limited to:
· reviewing the audit plan presented to them
before the start of the audit;
· reviewing and challenging the audit
findings report including variations from the original plan;
·
reviewing any changes in audit personnel; and
· requesting feedback
from both the Manager and the Administrator.
Further to the above, during the year ended 31 December 2025, the Committee
performed a specific evaluation of the performance of the Independent Auditor.
This was supported by the results of questionnaires completed by the Committee
covering areas such as the quality of the audit team, business understanding,
audit approach and management. There were no significant adverse findings from
the 2025 evaluation.
Audit Fees
and
Safeguards
on
Non-Audit
Services
The table below summarises the remuneration paid by the Company to EY and KPMG
CI for audit and non-audit services during the years ended 31 December 2025
and 31 December 2024:
Year Year
ended ended
31.12.25 31.12.24
£ £
Annual audit 136,000 73,800
Interim review 60,000 37,275
The Audit Committee has examined the scope and results of the external audit,
its cost effectiveness and the independence and objectivity of the Independent
Auditor, with particular regard to non-audit fees, and EY, as Independent
Auditor, to be independent of the Company. Further, the Committee has obtained
EY’s confirmation that the services provided by other EY member firms to the
wider Brevan Howard organisation do not prejudice its independence.
FRC Audit Committees and External Audit Minimum Standard
During 2025, the Committee conducted a review of compliance with the FRC Audit
Committees and External Audit Minimum Standard, 2023. The Committee was
satisfied that its processes achieved a high level of adherence and where
relevant these standards are incorporated into its Terms of Reference.
Internal Control
The Committee also reviewed the need for an internal audit function and
concluded that the systems and procedures employed by the Manager and the
Administrator, including their own internal audit functions, currently provide
sufficient assurance that a sound system of internal control, which safeguards
the Company’s assets, is maintained.
The Committee examined externally prepared assessments of the control
environment in place at the Manager and the Administrator, with the Manager
providing an International Standard on Assurance Engagements (“ISAE 3402”)
report and the Administrator providing a Service Organisation Control
(“SOC1”) report. No significant findings have been noted during the year.
Conclusion and Recommendation
After reviewing various reports such as the operational and risk management
framework and performance reports from the Manager and the Administrator,
consulting where necessary with EY, and assessing the significant Annual
Audited Financial Statements’ issues noted in the Report of the Audit
Committee, the Committee is satisfied that the Annual Audited Financial
Statements appropriately address the critical judgements and key estimates
(both in respect of the amounts reported and the disclosures). The Committee
is also satisfied that the significant assumptions used for determining the
value of assets and liabilities have been appropriately scrutinised and
challenged and are sufficiently robust. At the request of the Board, the Audit
Committee considered and was satisfied that the 2025 Annual Report and Annual
Audited Financial Statements are fair, balanced and understandable and provide
the necessary information for Shareholders to assess the Company’s
performance, business model and strategy.
The Independent Auditor reported to the Committee that no unadjusted material
misstatements were found in the course of its work. Furthermore, both the
Manager and the Administrator confirmed to the Committee that they were not
aware of any unadjusted material misstatements including matters relating to
the presentation of the Annual Audited Financial Statements. The Committee
confirms that it is satisfied that the Independent Auditor has fulfilled its
responsibilities with diligence and professional scepticism.
For any questions on the activities of the Committee not addressed in the
foregoing, a member of the Audit Committee remains available to attend each
Annual General Meeting to respond to such questions.
John Le Poidevin
Audit Committee Chair
30 March 2026
Manager’s Report
Brevan Howard Capital Management LP (“BHCM” or the “Manager”) is the
manager of BH Macro Limited (the “Company”) and of Brevan Howard Master
Fund Limited (the “Master Fund”). The Company invests all of its assets
(net of short-term working capital) in the ordinary shares of the Master Fund.
Performance Review
The NAV per share of the USD shares of the Company appreciated by 0.83% in
2025 and the NAV per share of the GBP shares appreciated by 1.38%.
The month-by-month NAV performance of each currency class of the Company since
it commenced operations in 2007 is set out below.
USD Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec YTD
2007 - - 0.10 0.90 0.15 2.29 2.56 3.11 5.92 0.03 2.96 0.75 20.27
2008 9.89 6.70 (2.79) (2.48) 0.77 2.75 1.13 0.75 (3.13) 2.76 3.75 (0.68) 20.32
2009 5.06 2.78 1.17 0.13 3.14 (0.86) 1.36 0.71 1.55 1.07 0.37 0.37 18.04
2010 (0.27) (1.50) 0.04 1.45 0.32 1.38 (2.01) 1.21 1.50 (0.33) (0.33) (0.49) 0.91
2011 0.65 0.53 0.75 0.49 0.55 (0.58) 2.19 6.18 0.40 (0.76) 1.68 (0.47) 12.04
2012 0.90 0.25 (0.40) (0.43) (1.77) (2.23) 2.36 1.02 1.99 (0.36) 0.92 1.66 3.86
2013 1.01 2.32 0.34 3.45 (0.10) (3.05) (0.83) (1.55) 0.03 (0.55) 1.35 0.40 2.70
2014 (1.36) (1.10) (0.40) (0.81) (0.08) (0.06) 0.85 0.01 3.96 (1.73) 1.00 (0.05) 0.11
2015 3.14 (0.60) 0.36 (1.28) 0.93 (1.01) 0.32 (0.78) (0.64) (0.59) 2.36 (3.48) (1.42)
2016 0.71 0.73 (1.77) (0.82) (0.28) 3.61 (0.99) (0.17) (0.37) 0.77 5.02 0.19 6.63
2017 (1.47) 1.91 (2.84) 3.84 (0.60) (1.39) 1.54 0.19 (0.78) (0.84) 0.20 0.11 (0.30)
2018 2.54 (0.38) (1.54) 1.07 8.41 (0.57) 0.91 0.90 0.14 1.32 0.38 0.47 14.16
2019 0.67 (0.70) 2.45 (0.49) 3.55 3.97 (0.66) 1.12 (1.89) 0.65 (1.17) 1.68 9.38
2020 (1.25) 5.39 18.40 0.34 (0.82) (0.54) 1.84 0.97 (1.11) (0.01) 0.76 3.15 28.89
2021 1.21 0.31 0.85 0.16 0.26 (1.47) (0.47) 0.86 0.31 0.14 (0.09) 0.59 2.67
2022 0.74 1.77 5.27 3.80 1.09 0.76 0.12 3.11 2.46 (0.50) (1.09) 2.01 21.17
2023 1.26 (0.30) (4.11) (0.88) (1.54) (0.15) 0.92 0.34 1.08 0.88 (0.40) 1.69 (1.33)
2024 0.24 (3.13) 0.86 (1.05) 0.73 0.87 0.42 (0.60) 4.91 (2.93) 6.56 (1.63) 4.92
2025 (2.81) (1.54) (1.29) 4.47 (0.73) 1.48 (1.81) 1.18 1.60 0.62 (0.42) 0.29 0.83
GBP Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec YTD
2007 - - 0.11 0.83 0.17 2.28 2.55 3.26 5.92 0.04 3.08 0.89 20.67
2008 10.18 6.85 (2.61) (2.33) 0.95 2.91 1.33 1.21 (2.99) 2.84 4.23 (0.67) 23.25
2009 5.19 2.86 1.18 0.05 3.03 (0.90) 1.36 0.66 1.55 1.02 0.40 0.40 18.00
2010 (0.23) (1.54) 0.06 1.45 0.36 1.39 (1.96) 1.23 1.42 (0.35) (0.30) (0.45) 1.03
2011 0.66 0.52 0.78 0.51 0.59 (0.56) 2.22 6.24 0.39 (0.73) 1.71 (0.46) 12.34
2012 0.90 0.27 (0.37) (0.41) (1.80) (2.19) 2.38 1.01 1.95 (0.35) 0.94 1.66 3.94
2013 1.03 2.43 0.40 3.42 (0.08) (2.95) (0.80) (1.51) 0.06 (0.55) 1.36 0.41 3.09
2014 (1.35) (1.10) (0.34) (0.91) (0.18) (0.09) 0.82 0.04 4.29 (1.70) 0.96 (0.04) 0.26
2015 3.26 (0.58) 0.38 (1.20) 0.97 (0.93) 0.37 (0.74) (0.63) (0.49) 2.27 (3.39) (0.86)
2016 0.60 0.70 (1.78) (0.82) (0.30) 3.31 (0.99) (0.10) (0.68) 0.80 5.05 0.05 5.79
2017 (1.54) 1.86 (2.95) 0.59 (0.68) (1.48) 1.47 0.09 (0.79) (0.96) 0.09 (0.06) (4.35)
2018 2.36 (0.51) (1.68) 1.01 8.19 (0.66) 0.82 0.79 0.04 1.17 0.26 0.31 12.43
2019 0.52 (0.88) 2.43 (0.60) 3.53 3.82 (0.78) 1.00 (1.94) 0.47 (1.22) 1.52 7.98
2020 (1.42) 5.49 18.31 0.19 (0.85) (0.53) 1.74 0.94 (1.16) (0.02) 0.75 3.04 28.09
2021 1.20 0.32 0.81 0.15 0.25 (1.50) (0.49) 0.87 0.40 0.27 - 0.47 2.76
2022 0.94 1.79 5.39 3.86 1.66 1.05 0.15 2.84 2.12 (0.40) (1.15) 1.88 21.91
2023 1.20 (0.28) (4.29) (0.93) (1.61) (0.25) 0.90 0.34 1.12 0.86 (0.42) 1.69 (1.81)
2024 0.36 (3.08) 0.98 (0.98) 0.76 0.91 0.41 (0.55) 5.10 (3.10) 7.00 (1.63) 5.86
2025 (2.76) (1.47) (1.21) 4.55 (0.73) 1.51 (1.81) 1.21 1.71 0.63 (0.41) 0.35 1.38
Source: Master Fund NAV data is provided by the
administrator of the Master Fund, State Street Fund Services (Ireland)
Limited. The Company’s NAV and NAV per Share data is provided by the
Company’s administrator, Northern Trust International Fund Administration
Services (Guernsey) Limited. The Company’s NAV
per Share % Monthly Change is calculated by BHCM.
The Company’s NAV data is unaudited and net of all investment management and
performance fees and all other fees and expenses payable by the Company. In
addition, the Company’s investment in the Master Fund is subject to an
operational services fee. NAV performance is
provided for information purposes only. Shares in the Company do not
necessarily trade at a price equal to the prevailing NAV per Share.
Data as at 31 December 2025.
PAST PERFORMANCE IS NOT INDICATIVE OF
FUTURE RESULTS
Quarterly and Annual contribution (%) to the performance of the NAV per Share
of the Company’s USD Shares (net of fees and expenses) by asset class*
This information is given in USD (US$)
Rates FX Commodities Credit Equity Digital Assets Discount Management TOTAL
Q1 2025 -1.12 -3.90 0.11 -0.27 0.29 -0.65 0.00 -5.54
Q2 2025 1.34 1.53 0.23 -0.01 1.96 0.19 0.00 5.24
Q3 2025 -1.33 -1.17 0.81 -0.02 2.24 0.40 0.00 0.94
Q4 2025 -0.20 -1.22 0.99 0.27 1.82 -1.26 0.10 0.49
2025 -1.38 -4.84 2.13 -0.02 6.18 -1.34 0.10 0.83
Data as at 31 December 2025.
Quarterly and YTD figures are calculated by BHCM as at 31 December 2025, based
on performance data for each period provided by the Company’s administrator,
Northern Trust. Figures rounded to two decimal places.
Quarterly and Annual contribution (%) to the performance of the NAV per Share
of the Company’s GBP Shares (net of fees and expenses) by asset class*
This information is given in GBP (£)
Rates FX Commodities Credit Equity Digital Assets Discount Management TOTAL
Q1 2025 -1.09 -3.88 0.11 -0.27 0.29 -0.65 0.14 -5.35
Q2 2025 1.33 1.53 0.23 -0.01 1.96 0.18 0.12 5.34
Q3 2025 -1.38 -1.20 0.80 -0.02 2.23 0.40 0.23 1.08
Q4 2025 -0.22 -1.23 0.98 0.27 1.80 -1.27 0.25 0.58
2025 -1.43 -4.87 2.12 -0.02 6.19 -1.36 0.74 1.38
Data as at 31 December 2025.
Quarterly and YTD figures are calculated by BHCM as at 31 December 2025, based
on performance data for each period provided by the Company’s administrator,
Northern Trust. Figures rounded to two decimal places.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS
Methodology and Definition of Contribution to Performance:
Attribution by asset class is produced at the instrument level, with
adjustments made based on risk estimates.
*The above asset classes are categorised as follows:
“ Rates ”: interest rates markets
“ FX ”: FX forwards and
options
“ Commodities ”:
commodity futures and options
“ Credit ”: corporate and
asset-backed indices, bonds and CDS
“ Equity ”: equity markets
including indices and other derivatives
“Digital Assets ”: crypto-currencies including
derivatives
“Discount Management ”: buyback activity or shares from
treasury
Performance and Economic Outlook Commentary
The main focus for markets in 2025 was the Trump Administration’s policy
agenda. Out of the twelve biggest market moves, six of them were directly
related to President Trump’s announcements about tariffs, five were related
to data releases (mostly US employment reports) and one was caused by the
October Federal Open Market Committee press conference. If the start of this
year is any guide, we expect Trump-related policy volatility to continue in
2026.
Despite widespread concerns about potential recession sparked by tariffs, the
US and global economy look to have posted respectable growth outturns in 2025.
In the event, tariffs were smaller than initially threatened, other countries
didn’t retaliate for the most part, and economists probably exaggerated the
downside risks from what amounted to a tax of 1% of US GDP. Combined with the
One Big Beautiful Bill Act fiscal package passed mid-year, the overall stance
of US fiscal policy was modestly expansionary. In the second half of the year,
most global economies gained momentum.
Inflation developments were mixed. In the US, there was no progress in
bringing down inflation, as small declines in housing and non-housing services
inflation were offset by a jump in goods price inflation. Going forward, goods
price inflation may peak as the one-time increase in tariffs is passed on and
services inflation may slow further still. Outside the US, Japan’s inflation
continued to be powered by the weak Yen, easy monetary policy and potentially
expansionary fiscal policy. Inflation in the Euro area was heading to its 2%
target but remained stubbornly elevated in the UK. Importantly for the global
economy, China’s trade surplus reached a new record high, and its goods
exports were a disinflationary impetus.
Looking forward, President Trump seems increasingly focused on the midterm
elections in the Fall. The affordability agenda is the key to victory.
However, the domestic policy shelf is in our view relatively bare. There may
be some tinkering with Executive Actions, but most consequential policies
would require legislation. With narrow Republican working majorities in the
House and Senate, there’s little hope of further fiscal stimulus, housing
reform, crypto regulation, and so on. Frustrated at home, President Trump may
turn to the international scene. 2026 has already seen a military operation in
Venezuela, spotlight on the future of Greenland, and military pressure on
Iran. Perhaps the most important international development may be an uneasy
détente between the US and China. Contrary to the trade-related friction
earlier in 2025, the upcoming April 2026 summit meeting in Beijing could
produce the outlines of further cooperation between the two superpowers, a
development that might reduce geopolitical risk premium.
The macro impact of the material changes in US policies has been felt in the
depreciation in the exchange value of the US Dollar and boom in US
Dollar-alternatives like gold, as investors hedged some of their exposure to
US markets. In addition, investors injected some term premium into the US bond
market because of concerns about US fiscal sustainability and policy
unpredictability. US equities performed well in absolute terms but
disappointed in relative terms to other significant equity markets, even
controlling for US Dollar depreciation. Investors are clearly looking to
diversify their geographic exposure to risk assets.
With Kevin Warsh nominated as the next Chair of the Federal Reserve Board
(“Fed”), there will be turnover in leadership starting at the end of Chair
Powell’s term in May. The last three Fed Chair transitions have been
relatively tranquil. However, Warsh has advocated for rate cuts and
fundamental change, ranging from a smaller balance sheet to a cultural
overhaul of the Fed. He will have his work cut out for him given that his
colleagues do not share many of his views.
Elsewhere, other central banks are on hold or recalibrating. In Australia
(sometimes a leading indicator), the Reserve Bank of Australia raised rates
and promised to resist inflationary pressures. Japan is still raising rates
slowly in a deliberate effort to remain behind the curve given its history of
deflation. The European Central Bank is on hold while the Bank of England is
slowly inching rates down. Emerging market economies are getting renewed
attention with a mix of prospects depending on how tied in they are with
China. North Asia faces disinflationary pressures while Latin America and
Central and Eastern Europe confront stubborn services inflation.
With this landscape of macro dispersion and geopolitical uncertainty across
all regions, markets are likely to remain extremely interesting.
Brevan Howard Capital Management LP,
acting by its sole general partner,
Brevan Howard Capital Management Limited.
30 March 2026
Independent Auditor’s Report to the Members of BH Macro Limited
Opinion
We have audited the financial statements of BH Macro Limited
(the “Company”) for the year ended 31 December 2025
which comprise the Audited Statement of Assets and Liabilities, the Audited
Statement of Operations, the Audited Statement of Changes in Net Assets, the
Audited Statement of Cash Flows and
the related notes 1 to 11, including a summary of significant accounting
policies. The financial reporting framework that has been applied in their
preparation is applicable law and United States Generally Accepted Accounting
Principles (“US GAAP”).
In our opinion, the financial statements:
► give a true and fair view of the state of
the Company’s affairs as at 31 December 2025 and of its net increase in net
assets resulting from operations for the year then ended;
► have been properly prepared in accordance
with US GAAP; and
► have been properly prepared in accordance
with the requirements of the Companies (Guernsey) Law, 2008.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(ISAs) and applicable law. Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the
financial statements section of our report. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our
opinion. We are independent of the Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements, as
required by the Crown Dependencies’ Audit Rules and Guidance, as applied to
Guernsey incorporated Market Traded Companies, including the UK FRC’s
Ethical Standard as applied to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with these
requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not
provided to the Company and we remain independent of the Company in conducting
the audit.
Overview of our audit approach
Key audit matters Misstatement of the valuation of the Company’s investment in Brevan Howard Master Fund Limited (the “Master Fund”)
Materiality Overall materiality of £39.6m which represents 2% of Net Assets.
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation
of performance materiality determine our audit scope for the Company. This
enables us to form an opinion on the financial statements. We take into
account size, risk profile, the organisation of the Company and effectiveness
of controls, changes in the business environment and the potential impact of
climate change when assessing the level of work to be performed. All audit
work was performed directly by the audit engagement team.
Climate change
The Company has explained climate-related risks in the Principal Risks and
Uncertainties section of the Strategic Report and forms part of the “Other
information”, rather than the audited financial statements. Our procedures
on these disclosures therefore consisted solely of considering whether they
are materially inconsistent with the financial statements or our knowledge
obtained during the course of the audit or otherwise appear to be materially
misstated. The Directors have concluded that there is no direct impact of
climate change on the financial statements at 31 December 2025.
Based on our work we have not identified the impact of climate change on the
financial statements to be a key audit matter or to impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in our opinion thereon, and we do not
provide a separate opinion on these matters.
Risk Our response to the risk
Misstatement of the valuation of the Company’s investment in Brevan Howard Master Fund Limited (the “Master Fund”) $1,938,053,000 (2024: $1,911,988,000) Refer to the Report of the Audit Committee; and Note 3 of the Financial Statements (‘Valuation of investments’ section) The value of the Company’s investment in the Master Fund is measured using the Net Asset Value (“NAV”) of the Master Fund as a practical expedient under ASC 820 – Fair Value Measurement. Due to the significance of the account balance to the financial statements as a whole, any misstatement in the Master Fund’s NAV could result in a material misstatement in the Company’s financial statements. The value of the Company’s investment may be misstated due to error or misstatement in the NAV of the Master Fund. As a result of such risk, misstatement in the investment valuation could have a significant impact on the net asset value of the Company and the total return generated for shareholders. Our audit procedures consisted of: At the Company level: Confirming our understanding of the Company’s processes and methodologies, for valuing investments in accordance with the practical expedient per Accounting Standard Codification (ASC) Topic 820
Fair Value Measurement; Obtaining a confirmation, from the Master Fund’s independent administrator of the class, number of shares, and value per share for both the US Dollar and Sterling Class B shares and reconciling these to the net asset values used
in the valuation of the investment; and Agreeing the value of the Company’s investment in the Master Fund as per its accounting records to the Master Fund’s coterminous audited financial statements; At the Master Fund level: Obtaining the audited
control reports to understand the relevant processes and controls in place at the key service providers i.e. Brevan Howard Capital management LP, Coremont LLP and the Administrator (State Street Fund Services (Ireland) Limited) involved in compiling and
maintaining the accounting records of the Master Fund.
In reviewing the respective control reports we understood whether there were any modifications to the responsible external audit firm’s report and we specifically considered the results of the control testing as set out in the control reports impacting
the existence, and valuation of the significant balances contributing to Master Fund’s Net Assets consisting of: Investments in securities, derivative contracts, and investments purchased/sold under agreements to resell/repurchase, at fair value;
Securities sold short, at fair value; Derivative contracts, at fair value; Due from/(to) brokers; and Cash Reviewing the audited financial statements of the Master Fund to determine: Whether the underlying fund disclosed that it is an investment
company following the accounting and reporting guidance in ASC Topic 946; and Whether the underlying fund applied ASC 820 to determine the fair value of its investments.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in
evaluating the effect of identified misstatements on the audit and in forming
our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the
aggregate, could reasonably be expected to influence the economic decisions of
the users of the financial statements. Materiality provides a basis for
determining the nature and extent of our audit procedures.
We determined materiality for the Company to be $39.6 million, which is
2% of Net Assets. We believe that Net Assets provides us with the
best measure of materiality as it is the Company’s primary performance
measure for internal and external reporting.
During the course of our audit, we reassessed initial materiality and elected
to update materiality at 31 December 2025 as, in our professional judgment, it
was more appropriate to use the actual results for the financial year.
Performance materiality
The application of materiality at the individual account or balance level.
It is set at an
amount to reduce to an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the
Company’s overall control environment, our judgement was that performance
materiality was 50% of our planning materiality, namely $19.8m. We have set
performance materiality at this percentage due to this being our first year
engaged as external auditor of the Company.
Reporting threshold
An amount below which identified misstatements are considered as being clearly
trivial.
We agreed with the Audit Committee that we would report to them all
uncorrected audit differences in excess of $2.0m, which is set at 5% of
planning materiality, as well as differences below that threshold that, in our
view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative
measures of materiality discussed above and in light of other relevant
qualitative considerations in forming our opinion.
Other information
Management is responsible for the other information. The other information
comprises the information included in the Annual Report, other than the
financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information
and, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude
that there is a material misstatement of the other information, we are
required to report that fact.
We have nothing to report in this regard.
Report on other legal and regulatory requirements
Guernsey Company Law exception reporting
We have nothing to report in respect of the following matters in relation to
which the Companies (Guernsey) Law, 2008 requires us to report to you if, in
our opinion:
► proper accounting records have not been
kept by the Company; or
► the financial statements are not in
agreement with the Company’s accounting records and returns; or
► we have not received all the information
and explanations we require for our audit.
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement
relating to the Company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each
of the following elements of the Corporate Governance Statement is materially
consistent with the financial statements or our knowledge obtained during the
audit:
► Directors’ statement with regards to the
appropriateness of adopting the going concern basis of accounting and any
material uncertainties identified in the Directors’ Report;
► Directors’ explanation as to its
assessment of the Company’s prospects, the period this assessment covers and
why the period is appropriate in the Directors’ Report;
► Director’s statement on whether it has a
reasonable expectation that the Company will be able to continue in operation
and meets its liabilities in the Directors’ Report;
► Directors’ statement on fair, balanced
and understandable in the Directors’ Report;
► Board’s confirmation that it has carried
out a robust assessment of the emerging and principal risks in the Strategic
Report;
► The section of the Annual Report that
describes the review of effectiveness of risk management and internal control
systems in the Directors’ Report; and;
► The section describing the work of the
Audit Committee in the Report of the Audit Committee.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ Responsibility in
respect of the Annual Report and Audited Financial Statements, the Directors
are responsible for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such internal control
as the Directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, the Directors are responsible for
assessing the Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the
Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment
and maintain professional scepticism throughout the audit. We also:
* Identify and assess the risks of material
misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
* Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control.
* Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates and related disclosures
made by management.
* Conclude on the appropriateness of the management’s
use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the
related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a going
concern.
* Evaluate the overall presentation, structure and
content of the financial statements, including the disclosures, and whether
the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have
complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, actions taken to
eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the financial
statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Use of our report
This report is made solely to the Company’s members, as a body, in
accordance with Section 262 of the Companies (Guernsey) Law, 2008. Our audit
work has been undertaken so that we might state to the Company’s members
those matters we are required to state to them in an auditor’s report and
for no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the Company and the Company’s
members as a body, for our audit work, for this report, or for the opinions we
have formed.
Other matter – Predecessor Auditor
The Financial statements of the Company for the year ended 31 December 2024
were audited by another firm of auditors whose report, dated 27 March 2025,
expressed an unmodified opinion on those statements.
Richard Geoffrey Le Tissier
for and on behalf of Ernst & Young LLP
Guernsey
30 March 2026
Audited Statement of Assets and Liabilities
As at 31 December 2025
31.12.25 31.12.24
US$'000 US$'000
Assets
Investment in the Master Fund (note 3) 1,938,053 1,911,988
Master Fund redemption proceeds receivable 19,167 45,111
Prepaid expenses 98 31
Cash and bank balances denominated in Sterling 26,589 42,122
Cash and bank balances denominated in US Dollars 4,798 3,111
Total assets 1,988,705 2,002,363
Liabilities
Performance fees payable (note 4) 3,068 14,536
Management fees payable (note 4) 2,531 2,667
Purchase of shares into treasury payable 1,288 498
Accrued expenses and other liabilities 593 164
Administration fees payable (note 4) 156 155
Total liabilities 7,636 18,020
Net assets 1,981,069 1,984,343
Number of shares in issue (note 5)
Sterling shares 315,526,112 342,211,496
US Dollar shares 23,824,541 27,478,960
Net asset value per share (notes 7 and 9)
Sterling shares £4.41 £4.35
US Dollar shares US$4.52 US$4.48
See accompanying Notes to the Annual Audited Financial Statements
.
Signed on behalf of
the Board by:
Richard Horlick
Chair
John Le
Poidevin
Director
30 March 2026
Audited Statement of Operations
For the year ended 31 December 2025
01.01.25 01.01.24
to 31.12.25 to 31.12.24
US$'000 US$'000
Net investment gain allocated from the Master Fund
Interest income 164,190 111,463
Dividend and other income (net of dividend withholding tax
31 December 2025: US$120,640; 31 December 2024: US$100,043) 3,905 13,879
Expenses (123,299) (92,649)
Net investment gain allocated from the Master Fund 44,796 32,693
Company income
Bank interest income 429 825
Foreign exchange gains 141,278 -
Total Company income 141,707 825
Company expenses
Performance fees (note 4) 3,073 14,819
Management fees (note 4) 29,667 29,967
Other expenses 2,381 886
Directors' fees 479 409
Administration fees (note 4) 305 307
Foreign exchange losses - 34,544
Total Company expenses 35,905 80,932
Net investment gain/(loss) 150,598 (47,414)
Net realised and unrealised gain/(loss) on investments allocated from the Master Fund
Net realised gain on investments 100,605 44,345
Net unrealised (loss)/gain on investments (100,064) 61,300
Net realised and unrealised gain on investments allocated from the Master Fund 541 105,645
Net increase in net assets resulting from operations 151,139 58,231
See accompanying Notes to the Annual Audited Financial Statements.
Audited Statement of Changes
in Net Assets
For the year ended 31 December 2025
01.01.25 01.01.24
to 31.12.25 to 31.12.24
US$'000 US$'000
Net increase in net assets resulting from operations
Net investment gain/(loss) 150,598 (47,414)
Net realised gain on investments allocated from the Master Fund 100,605 44,345
Net unrealised (loss)/gain on investments allocated from the Master Fund (100,064) 61,300
151,139 58,231
Share capital transactions
Purchase of shares into treasury
Sterling shares (153,114) (148,419)
US Dollar shares (1,299) -
Total share capital transactions (154,413) (148,419)
Net decrease in net assets (3,274) (90,188)
Net assets at the beginning of the year 1,984,343 2,074,531
Net assets at the end of the year 1,981,069 1,984,343
See accompanying Notes to the Annual Audited Financial Statements.
Audited Statement of Cash Flows
For the year ended 31 December 2025
01.01.25 01.01.24
to 31.12.25 to31.12.24
US$'000 US$'000
Cash flows from operating activities
Net increase in net assets resulting from operations 151,139 58,231
Adjustments to reconcile net increase in net assets resulting from operations to net cash generated from operating activities:
Net investment gain allocated from the Master Fund (44,796) (32,693)
Net realised gain on investments allocated from the Master Fund (100,605) (44,345)
Net unrealised loss/(gain) on investments allocated from the Master Fund 100,064 (61,300)
Purchase of investment in the Master Fund (28,183) -
Proceeds from sale of investment in the Master Fund 212,584 205,961
Foreign exchange (gains)/losses (141,278) 34,544
(Increase)/decrease in prepaid expenses (67) 16
(Decrease)/increase in performance fees payable (11,468) 14,534
Decrease in management fees payable (136) (104)
Increase in accrued expenses and other liabilities 429 16
Increase in administration fees payable 1 75
Net cash generated from operating activities 137,684 174,935
Cash flows from financing activities
Purchase of own shares into treasury (153,623) (149,398)
Net cash used in financing activities (153,623) (149,398)
Change in cash and bank balances (15,939) 25,537
Cash and bank balances, beginning of the year 45,233 19,651
Effect of exchange rate fluctuations 2,093 45
Cash and bank balances, end of the year 31,387 45,233
Cash and bank balances, end of the year
Cash and bank balances denominated in Sterling 1 26,589 42,122
Cash and bank balances denominated in US Dollars 4,798 3,111
31,387 45,233
1 Cash and bank balances in Sterling (GBP'000) 19,732 33,664
See accompanying Notes to the Annual Audited Financial Statements.
Notes to the Annual Audited Financial Statement s
For the year ended 31 December 2025
1. The Company
BH Macro Limited (the “Company”) is a limited liability closed-ended
investment Company which was incorporated in Guernsey on 17 January 2007 and
admitted to the Official List of the London Stock Exchange (“LSE”) later
that year.
The Company’s ordinary shares are issued in Sterling and US Dollars.
2. Organisation
The Company is organised as a feeder fund and seeks to achieve its investment
objective by investing all of its investable assets, net of short-term working
capital requirements, in the ordinary Sterling and US Dollar-denominated Class
B shares issued by Brevan Howard Master Fund Limited (the “Master
Fund”) and, as such, the Company is directly and materially
affected by the performance and actions of the Master Fund.
The Master Fund is an open-ended investment company with limited liability
formed under the laws of the Cayman Islands on 22 January 2003. The investment
objective of the Master Fund is to generate consistent long-term appreciation
through active leveraged trading and investment on a global basis. The Master
Fund employs a combination of investment strategies that focus primarily on
economic change and monetary policy and market inefficiencies. The underlying
philosophy is to construct strategies, often contingent in nature with
superior risk/return profiles, whose outcome will often be crystallised by an
expected event occurring within a pre-determined period of time. New trading
strategies will be added as investment opportunities present themselves.
As such, the Annual Audited Financial Statements of the Company should be read
in conjunction with the Financial Statements of the Master Fund which can be
found on the Company's website, www.bhmacro.com.
At the date of these Annual Audited Financial Statements, there were four
other feeder funds in operation in addition to the Company that invest all of
their assets (net of working capital) in the Master Fund. Furthermore, other
funds managed by the Manager invest some of their assets in the Master Fund as
at the date of these Annual Audited Financial Statements.
Off-Balance Sheet, market and credit risks of the Master Fund’s investments
and activities are discussed in the notes to the Master Fund’s Annual
Audited Financial Statements. The Company’s investment in the Master Fund
exposes it to various types of risk, which are associated with the financial
instruments and markets in which the Brevan Howard underlying funds invest.
Market risk represents the potential loss in value of financial instruments
caused by movements in market factors including, but not limited to, market
liquidity, investor sentiment and foreign exchange rates.
The Manager
Brevan Howard Capital Management LP (the “Manager”) is the manager of the
Company. The Manager is a Jersey limited partnership, the general partner of
which is Brevan Howard Capital Management Limited, a Jersey limited Company
(the “General Partner”). The General Partner is regulated in the conduct
of fund services business by the Jersey Financial Services Commission pursuant
to the Financial Services (Jersey) Law, 1998 and the Orders made thereunder.
The Manager also manages the Master Fund and in that capacity, as at the date
of these Annual Audited Financial Statements, has delegated the function of
investment management of the Master Fund to Brevan Howard Investment
Management Limited, Brevan Howard (Hong Kong) Limited, Brevan Howard
Investment Products Limited, Brevan Howard US Investment Management LP, Brevan
Howard Private Limited, Brevan Howard (Tel Aviv) Limited and BH-DG Systematic
Trading LLP.
In order to reflect the increased investment of the Company in the Master Fund
in February 2023 as a result of the Initial Issue of shares raising gross
proceeds of approximately £312.3m for the Sterling share class and US$3.3m
for the US Dollar share class, the Company and the Manager agreed to a number
of amendments to the Management Agreement, including the terms on which the
Company’s investment in the Master Fund could be redeemed in order to
provide the Manager with more operational certainty regarding the Company’s
investment in the Master Fund. Certain of these changes, which did not require
Shareholder approval, are noted below.
The Company will ordinarily be required to provide 12 months’ notice of the
redemption of all or some of its investment in the Master Fund, except as may
be required to fund the Company’s specific working capital requirements and,
up to a maximum amount equal to five per cent of each class of the Company’s
holding of Master Fund shares every month, to finance on-market share
buybacks. As such, any redemption of all or part of the Company’s investment
in the Master Fund on a winding up of the Company or to finance a tender offer
or a class closure resolution will be required to be on 12 months’ notice.
In those cases, the Company would only receive the proceeds of redemption from
the Master Fund (and, therefore, Shareholders would only receive payment from
the Company) after the redemption date at the end of the 12-month notice
period and the Company (and, therefore, Shareholders) would remain exposed to
the investment performance of the Master Fund in the intervening period to
that redemption date.
In other changes to the Management Agreement, the circumstances in which the
Company can terminate the Management Agreement and redeem its investment in
the Master Fund on less than 12 months’ notice includes certain “cause”
events affecting the Manager, in which case the Company would be entitled to
terminate the Management Agreement on 90 days’ notice and redeem its
investment in the Master Fund on three months’ notice.
The annual buyback allowance fee arrangements introduced in 2021 would
continue to apply in respect of repurchases and redemptions by the Company of
its shares of each class in excess of a number equal to five per cent of
shares in issue of the relevant class at the end of the prior calendar year.
See also note 8 for
further details relating to redemptions from the Master Fund for discount
management mechanisms.
3. Significant accounting policies
These Annual Audited Financial Statements, which give a true and fair view,
are prepared in accordance with United States Generally Accepted Accounting
Principles and comply with The Companies (Guernsey) Law, 2008. The functional
and reporting currency of the Company is US Dollars which is the currency of
the primary economic environment in which the Company operates.
Going Concern
As further described in the Directors’ Report, the Directors are not aware
of any material uncertainties which may cast significant doubt upon the
Company’s ability to continue as a going concern for at least 12 months from
the date of approval of these Financial Statements and, accordingly, these
Annual Audited Financial Statements have been prepared using the going concern
basis of accounting.
The Board continues to monitor the ongoing impact of various geopolitical
events but has concluded that the biggest threat to the Company remains the
failure of a key service provider to maintain business continuity and
resiliency. The Board has assessed the measures in place by key service
providers to maintain business continuity and, so far, has not identified any
significant issues that affect the Company. The financial position of the
Company has not been negatively impacted by geopolitical events and the Board
is confident that these events have not impacted the going concern assessment
of the Company.
Results of the February 2026 class closure resolutions are discussed in note
8.
The Company is an investment Company which has applied the provisions of
Accounting Standards Codification (“ASC”) 946.
Recent accounting pronouncements
The Company has not early adopted any standards, interpretations or amendments
that have been issued but are not yet effective and is currently evaluating
the potential impact on the Annual Audited Financial Statements.
The following are the significant accounting policies adopted by the Company:
Valuation of investments
The Company records its investment in the Master Fund based on the reported
NAV as a practical expedient under ASC Topic 820. As at 31 December 2025, the
Company was the sole investor in the Master Fund’s ordinary Sterling and US
Dollar Class B shares as disclosed in the table below. Investments for which
fair value is measured using NAV per share as a practical expedient have not
been categorised within the fair value hierarchy. Within the table below, the
Company’s investment in each share class in the Master Fund is included,
with the overall total investment shown in the Audited Statement of Assets and
Liabilities.
Percentage of NAV per Share Shares held in the Master Fund Investment in Master Fund Investment in Master Fund
Master Fund's capital (Class B) (Class B) CCY '000 US$'000
31 December 2025
Sterling 16.60% £7,270.87 187,303 £1,361,858 1,835,105
US Dollar 0.93% US$7,306.71 14,088 US$102,948 102,948
1,938,053
31 December 2024
Sterling 14.95% £7,101.86 201,713 £1,432,534 1,792,458
US Dollar 1.00% US$7,126.07 16,772 US$119,530 119,530
1,911,988
The valuation and classification of securities held by the Master Fund is
discussed in the notes to the Master Fund’s Annual Audited Financial
Statements which are available on the Company’s website,
www.bhmacro.com.
Income and expenses
The Company records monthly its proportionate share of the Master Fund’s
income, expenses and realised and unrealised gains and losses. In addition,
the Company accrues its own income and expenses.
Use of estimates
The preparation of the Annual Audited Financial Statements in accordance with
United States Generally Accepted Accounting Principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
these Annual Audited Financial Statements and the reported amounts of
increases and decreases in net assets from operations during the reporting
period. Actual results could differ from those estimates.
Foreign exchange
Transactions reported in the Audited Statement of Operations are translated
into US Dollar amounts at the date of such transactions. Assets and
liabilities denominated in foreign currencies are translated into US Dollars
at the exchange rate at the reporting date. The share capital and other
capital reserves are translated at the historic rate ruling at the date of the
transaction.
Investment securities and other assets and liabilities of the Sterling share
class are translated into US Dollars, the Company's reporting currency, using
exchange rates at the reporting date. The Audited Statement of Operations’
items of the Sterling share class are converted into US Dollars using the
average exchange rate. Exchange differences arising on translation are
included in foreign exchange gains or losses in the Audited Statement of
Operations. This foreign exchange adjustment has no effect on the value of net
assets allocated to the individual share classes.
Cash and
bank balances
Cash and bank balances comprise demand deposits.
Allocation of results of the Master Fund
Net realised and unrealised gains or losses of the Master Fund are allocated
to the Company’s share classes based upon the percentage ownership of the
equivalent Master Fund class.
Treasury shares
Where the Company has purchased its own share capital, the consideration paid,
which includes any directly attributable costs, has been recognised as a
deduction from equity Shareholders’ funds through the Company’s reserves.
Where such shares have been subsequently sold or reissued to the market, any
consideration received, net of any directly attributable incremental
transaction costs, is recognised as an increase in equity Shareholders’
funds through the share capital account. Where the Company cancels treasury
shares, no further adjustment is required to the share capital account of the
Company at the time of cancellation. Shares held in treasury are excluded from
calculations when determining NAV per share as detailed in note 7 and in the
‘Financial highlights’ in note 9.
Refer to note 5 for details of sales of shares from treasury or purchases by
the Company of its share capital.
Segment reporting
The Company adopted Financial Accounting Standards Board Accounting Standards
Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable
Segment Disclosures (“ASU 2023-07”). Adoption of ASU 2023-07 impacted
financial statement disclosures only and did not affect the Company's
financial position or the results of its operations. An operating segment is
defined as a component of a public entity that engages in business activities
from which it may recognize revenues and incur expenses, has operating results
that are regularly reviewed by the public entity’s chief operating decision
maker (“CODM”) to make decisions about resources to be allocated to the
segment and assess its performance, and has discrete financial information
available. The executive leadership of the Company acts as the Company's CODM.
The Company represents a single operating segment, as the CODM monitors the
investment activity and cash flow of the Company as a whole. The financial
information disclosed in the Company's financial statements in the form of Net
investment gain/(loss), Net realised and unrealised gain on investments
allocated from the Master Fund and Net increase in net assets resulting from
operations are used by the CODM to assess the Company’s performance and to
make resource allocation decisions for the Company's singular operating
segment.
4. Management Agreement and administration agreement
Management fee and performance fee
The Company has entered into the Management Agreement with the Manager to
manage the Company’s investment portfolio. The management fee charged to the
Company is reduced by the Company’s share of management fees incurred by the
Master Fund through any underlying investments of the Master Fund that share
the same manager as the Company. Effective from 1 July 2021, the management
fee charged was 1/12 of 1.5% per month of the NAV. The investment in the Class
B shares of the Master Fund is not subject to management fees, but is subject
to an operational services fee payable to the Manager of 1/12 of 0.5% per
month of the Master Fund NAV, attributable to the Company’s investment in
the Master Fund.
During the financial year ended 31 December 2025, US$29,667,383 (year ended 31
December 2024:US$29,966,995) was earned by the Manager as net management fees.
At 31 December 2025, US$2,530,974 (31 December 2024: US$2,667,015) of the
management fee remained outstanding.
The Manager is also entitled to an annual performance fee for both share
classes. The performance fee is equal to 20% of the appreciation in the NAV
per share of that class during the period of twelve months ending on 31
December in each year (the “calculation period”) which is above the base
NAV per share of that class, other than that arising to the remaining shares
of the relevant class from any repurchase, redemption or cancellation of any
share in the calculation period. The base NAV per share is the greater of the
NAV per share of the relevant class at the time of issue of such share and the
highest NAV per share achieved as at the end of any previous calculation
period.
The Manager will be paid an estimated performance fee on the business day
preceding the last business day of each calculation period. Within 5 business
days of the publication of the final NAV of each class of shares as at the end
of the calculation period, any difference between the actual performance fee
and the estimated amount will be paid to or refunded by the Manager, as
appropriate. Any accrued performance fee in respect of shares which are
converted into another share class prior to the date on which the performance
fee would otherwise have become payable in respect of those shares will
crystallise and become payable on the date of such conversion. The performance
fee is accrued on an ongoing basis and is reflected in the Company’s
published NAV. During the financial year ended 31 December 2025, US$3,072,648
(year ended 31 December 2024:US$14,819,110) was earned by the Manager as
performance fees. At 31 December 2025, US$3,067,532 (31 December 2024:
US$14,536,362) of the fee remained outstanding.
The Master Fund may hold investments in other funds managed by the Manager. To
ensure that Shareholders of the Company are not subject to two tiers of fees,
the fees paid to the Manager as outlined above are reduced by the Company’s
share of any fees paid to the Manager by the underlying Master Fund
investments, managed by the Manager.
The notice period for termination of the Management Agreement without cause by
either the Company or the Manager is 12 months.
Administration fee
The Company has appointed Northern Trust International Fund Administration
Services (Guernsey) Limited as its administrator and corporate secretary (the
“Administrator” and “Corporate Secretary”) pursuant to an
administration agreement. The Administrator is paid fees based on the NAV of
the Company, payable quarterly in arrears. The fee is at a rate of 0.015% of
the average month-end NAV of the Company, subject to a minimum fee of £67,500
per annum. In addition to the NAV-based fee, the Administrator is also
entitled to an annual fee of £6,000 (31 December 2024: £6,000) for certain
additional administration services. The Administrator is entitled to be
reimbursed for out-of-pocket expenses incurred in the course of carrying out
its duties as Administrator. During the financial year ended 31 December 2025,
US$304,751 (year ended 31 December 2024: US$307,365) was earned by the
Administrator as administration fees. The amounts outstanding are disclosed on
the Audited Statement of Assets and Liabilities.
5. Share capital
Issued and authorised share capital
The Company has the power to issue an unlimited number of ordinary shares with
no-par value and an unlimited number of shares with a par value. Shares may be
divided into at least two classes denominated in Sterling and US Dollars.
Further issues of shares may be made in accordance with the Articles of
Incorporation (the “Articles”). Shares may be issued in differing currency
classes of ordinary redeemable shares. The following tables show the movement
in ordinary shares.
For the year ended 31 December 2025:
Sterling shares US Dollar shares
Number of ordinary shares
In issue at 1 January 2025 342,211,496 27,478,960
Share conversions 2,583,228 (3,342,525)
Purchase of shares into Treasury (29,268,612) (311,894)
In issue at 31 December 2025 315,526,112 23,824,541
Number of treasury shares
In issue at 1 January 2025 33,244,410 -
Shares purchased and held in Treasury during the year:
On market purchases* 29,268,612 311,894
In issue at 31 December 2025 62,513,022 311,894
Percentage of class 16.54% 1.29%
*On market purchases for the year ended 31 December 2025.
Number of shares purchased Cost
(in currency)
Treasury shares Cost (US$)
US Dollar shares 311,894 1,298,786 US$1,298,786
Sterling shares 29,268,612 153,113,842 £115,343,977
For the year ended 31 December 2024:
Sterling shares US Dollar shares
Number of ordinary shares
In issue at 1 January 2024 372,024,149 29,856,472
Share conversions 1,927,480 (2,377,512)
Purchase of shares into treasury (31,740,133) -
In issue at 31 December 2024 342,211,496 27,478,960
Number of treasury shares
In issue at 1 January 2024 1,504,277 -
Shares purchased and held in Treasury during the year:
On market purchases* 31,740,133 -
In issue at 31 December 2024 33,244,410 -
Percentage of class 8.85% -
*On market purchases in the year ended 31 December 2024.
Number of shares purchased Cost (in currency)
Treasury shares Cost (US$)
US Dollar shares - - -
Sterling shares 31,740,133 148,418,885 £115,985,967
Share classes
In respect of each class of shares, a separate class account has been
established in the books of the Company. An amount equal to the aggregate
proceeds of issue of each share class has been credited to the relevant class
account. Any increase or decrease in the NAV of the Master Fund US Dollar
shares and Master Fund Sterling shares as calculated by the Master Fund is
allocated to the relevant class account in the Company. Each class account is
allocated those costs, prepaid expenses, losses, dividends, profits, gains and
income which the Directors determine in their sole discretion relate to a
particular class.
Voting rights of
shares Ordinary shares carry the right to vote at
general meetings of the Company and to receive any dividends attributable to
the ordinary shares as a class declared by the Company and, in a winding-up
will be entitled to receive, by way of capital, any surplus assets of the
Company attributable to the ordinary shares as a class in proportion to their
holdings remaining after settlement of any outstanding liabilities of the
Company.
As prescribed in the Company’s Articles, the different classes of ordinary
shares have different values attributable to their votes. The attributed
values have been calculated on the basis of the Weighted Voting Calculation
(as described in the Articles) which takes into account the prevailing
exchange rates on the date of initial issue of ordinary shares. On a vote, a
single US Dollar ordinary share has 0.7606 votes and a single Sterling
ordinary share has 1.4710 votes.
Repurchase of ordinary
shares
Under the Company’s Articles, Shareholders of a class of shares have the
ability to call for repurchase of that class of shares in certain
circumstances. At the Annual General Meeting held on 16 May 2025, Shareholders
approved a Special Resolution that authorised the maximum number of shares
that may be purchased on-market by the Company until the next Annual General
Meeting, being 50,386,530 Sterling shares and
4,067,099 US Dollar shares.
Further issue
of shares
As approved by the Shareholders at the Annual General Meeting held on 16 May
2025, the Directors have the power to issue further shares totalling
112,033,560 Sterling shares and 9,043,124 US Dollar shares, respectively. This
power is due to expire fifteen months after the passing of the resolution or
on the conclusion of the next Annual General Meeting of the Company, whichever
is earlier, unless such power was varied, revoked or renewed prior to that
Meeting by a resolution of the Company in general meeting.
Distributions
The Master Fund has not previously paid dividends to its investors. This does
not prevent the Directors of the Company from declaring a dividend at any time
in the future if the Directors consider payment of a dividend to be
appropriate in the circumstances. If the Directors declare a dividend, such
dividend will be paid on a per class basis.
As announced on 15 January 2014, the Company intends to be operated in such a
manner to ensure that its shares are not categorised as non-mainstream pooled
investments. This may mean that the Company may pay dividends in respect of
any income that it receives or is deemed to receive for UK tax purposes so
that it would qualify as an investment trust if it were UK tax-resident.
Further, the Company will first apply any such income in payment of its
management fee and performance fees.
Treasury shares are not entitled to distributions. During the year ended 31
December 2025, the Company purchased 29,268,612 (31 December 2024: 31,740,133)
Sterling shares and 311,894 (31 December 2024: Nil) US Dollar shares to be
held in Treasury.
Share conversion scheme
The Company has implemented a share conversion scheme. The scheme provides
Shareholders with the ability to convert some or all of their ordinary shares
in the Company of one class into ordinary shares of the other class.
Shareholders are able to convert ordinary shares on the last business day of
every month. Each conversion will be based on the NAV (note 7) of the shares
of the class to be converted.
6. Taxation Overview
The Company is exempt from taxation in Guernsey under the provisions of the
Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989. The adoption of Pillar
Two by Guernsey effective 1 January 2025 does not have an impact on the
Company.
Uncertain tax positions
The Company recognises the tax benefits of uncertain tax positions only where
the position is more-likely-than-not (i.e. greater than 50%) to be sustained
assuming examination by a tax authority based on the technical merits of the
position. In evaluating whether a tax position has met the recognition
threshold, the Company must presume that the position will be examined by the
appropriate taxing authority that has full knowledge of all relevant
information. A tax position that meets the more-likely-than-not recognition
threshold is measured to determine the amount of benefit to recognise in the
Company’s Annual Audited Financial Statements. Income tax and related
interest and penalties would be recognised by the Company as tax expenses in
the Annual Audited Statement of Operations if the tax positions were deemed to
meet the more-likely-than-not threshold.
The Company analyses all open tax years for all major taxing jurisdictions.
Open tax years are those that are open for examination by taxing authorities,
as defined by the statute of limitations in each jurisdiction. The Company
identifies its major tax jurisdictions as: Guernsey; the Cayman Islands; and
foreign jurisdictions where the Company makes significant investments. The
Company has no examinations by tax authorities in progress.
The Directors have analysed the Company’s tax positions and have concluded
that no liability for unrecognised tax benefits should be recorded related to
uncertain tax positions. Further, the Directors are not aware of any tax
positions for which it is reasonably possible that the total amounts of
unrecognised tax benefits will significantly change in the remainder of the
year.
7. Publication and calculation
of the Company’s Net
Asset Value (“NAV”)
The NAV of the Company is equal to the value of its total assets less its
total liabilities. The NAV per share of each class will be calculated by
dividing the NAV of the relevant class account by the number of shares of the
relevant class in issue on that day.
The Company publishes the NAV per share for each class of shares as calculated
by the Administrator based in part on information provided by the Master Fund,
monthly in arrears, as at each month-end.
The Company also publishes an estimate of the NAV per share for each class of
shares as calculated by the Administrator based in part on information
provided by the Master Fund, weekly in arrears.
8. Discount management programme
The Company has previously implemented a number of methods in order to seek to
manage any discount to NAV at which the Company’s shares trade.
See note 2 for further details regarding the Company’s annual buyback
allowance.
Market purchases
Subject to the authority granted by Shareholders at the 2023, 2024 and 2025
AGMs, market purchases by the Company of the Company’s shares were resumed
in December 2023 and have continued since.
Under the terms of the Management Agreement, the Company may, on one month’s
notice, redeem up to 5 per cent of its shares of each class in the Master
Fund, in order to fund buybacks.
Please see note 5 for details of shares purchased and held in Treasury.
Annual offer of
partial return of
capital
Under the Company’s Articles, once in every calendar year, the Directors
have discretion to determine that the Company make an offer of a partial
return of capital in respect of such number of shares of the Company in issue
as they determine, provided that the maximum amount distributed does not
exceed 100% of the increase in NAV of the Company in the prior calendar year.
The Directors have discretion to determine the particular class or classes of
shares in respect of which a partial return of capital would be made, the
timetable for that partial return of capital and the price at which the shares
of each relevant class are to be returned.
The Company is entitled to redeem upon three months’ notice, no more than
once per year, a portion of its interest in the Master Fund representing up to
10 per cent of each class of the Company’s holding of Master Fund shares as
at the date of the relevant redemption request in connection with any such
offer of a partial capital return of capital which is approved by the
Directors.
The decision to make a partial return of capital in any particular year and
the amount of the return depend, among other things, on prevailing market
conditions, the ability of the Company to liquidate its investments to fund
the capital return, the success of prior capital returns and applicable legal,
regulatory and tax considerations.
Class closure resolutions
If any class of shares trades at an average discount at or in excess of 8% of
the monthly NAV in any year from 1 January to 31 December, the Company will
hold a class closure vote of the relevant class.
The average discount to NAV for the Sterling shares and US Dollar shares for
the year ended 31 December 2025 were 8.10% and 8.36% respectively and
consequently class closure votes were called for both share classes. Following
the Sterling class closure meeting on 19 February 2026 it was announced that
the Sterling Shareholders had defeated the class closure resolution, with
96.23% of votes received against closure. It was also announced that the US
Dollar class closure meeting of the same date was inquorate, and the meeting
was postponed to 26 February 2026. The US Dollar class closure meeting on 26
February 2026 was quorate, with 99.91% of votes received against closure.
The arrangements for class closure meetings are described more fully in the
Company’s principal documents which were approved at the EGM on 24 February
2017.
9. Financial highlights
The following tables include selected data for a single ordinary share of each
of the ordinary share classes in issue at 31 December 2025 and other
performance information derived from the Annual Audited Financial Statements.
The per share amounts and ratios shown reflect the income and expenses of the
Company for each class of ordinary share.
31.12.25 31.12.25
Sterling shares US Dollar shares
£ US$
Per share operating performance
Net asset value at beginning of the year 4.35 4.48
Income from investment operations
Net investment gain 1 0.02 0.02
Net realised and unrealised gain on investment - 0.01
Other capital items 2 0.04 0.01
Total gain 0.06 0.04
Net asset value, end of the year 4.41 4.52
Total gain before performance fees 1.61% 1.05%
Performance fees (0.23%) (0.22%)
Total gain after performance fees 1.38% 0.83%
Total gain reflects the net gain for an investment made at the beginning of
the year and is calculated as the change in the NAV per ordinary share during
the year ended 31 December 2025. An individual Shareholder’s return may vary
from these gains or losses based on the timing of their purchase or sale of
shares.
31.12.25 31.12.25
Sterling shares US Dollar shares
£'000 US$'000
Supplemental data
Net asset value, end of the year 1,390,318 107,616
Average month end net asset value for the year 1,416,866 113,790
31.12.25 31.12.25
Sterling shares US Dollar shares
Ratio to average net assets
Operating expenses
Company expenses 3 1.67% 1.59%
Master Fund expenses 4 0.97% 0.96%
Master Fund interest expenses 5 5.27% 5.24%
Performance fees 0.15% 0.18%
8.06% 7.97%
Net investment gain before performance fees 1 0.62% 0.65%
Net investment gain after performance fees 1 0.47% 0.47%
31.12.24 31.12.24
Sterling shares US Dollar shares
£ US$
Per share operating performance
Net asset value at beginning of the year 4.11 4.27
Income from investment operations
Net investment loss 1 (0.03) (0.03)
Net realised and unrealised gain on investment 0.23 0.24
Other capital items 2 0.04 -
Total gain 0.24 0.21
Net asset value, end of the year 4.35 4.48
Total gain before performance fees 6.59% 5.86%
Performance fees (0.73%) (0.94%)
Total gain after performance fees 5.86% 4.92%
Total gain reflects the net gain for an investment made at the beginning of
the year and is calculated as the change in the NAV per ordinary share during
the year ended 31 December 2024. An individual Shareholder’s return may vary
from these gains or losses based on the timing of their purchase or sale of
shares.
31.12.24 31.12.24
Sterling shares US Dollar shares
£'000 US$'000
Supplemental data
Net asset value, end of the year 1,487,501 123,111
Average month end net asset value for the year 1,463,916 121,860
31.12.24 31.12.24
Sterling shares US Dollar shares
Ratio to average net assets
Operating expenses
Company expenses 3 1.59% 1.57%
Master Fund expenses 4 1.07% 1.07%
Master Fund interest expenses 5 3.58% 3.55%
Performance fees 0.74% 0.87%
6.98% 7.06%
Net investment gain before performance fees 1 0.10% 0.12%
Net investment loss after performance fees 1 (0.64%) (0.75%)
Notes
1 The net investment gain and loss figures disclosed
above do not include net realised and unrealised gains/losses on investments
allocated from the Master Fund.
2 Included in other capital items are the discounts and
premiums on conversions between share classes and on the sale of treasury
shares as well as any partial capital return effected in the relevant year as
compared to the NAV per share at the beginning of the year.
3 Company expenses are as disclosed in the Audited
Statement of Operations for the year excluding the performance fee and foreign
exchange gains/losses.
4 Master Fund expenses are the operating
expenses of the Master Fund excluding the interest and dividend expenses of
the Master Fund.
5 Master Fund interest expenses include interest and
dividend expenses on investments sold short.
10. Related-party transactions
Parties are considered to be related if one party has the ability to control
the other party or exercise significant influence over the party in making
financial or operational decisions.
The management fees and performance fees are disclosed in note 4. Details of
the amended Management Agreement can be found in note 2.
The Remuneration and Nomination Committee appointed external providers, Trust
Associates, to carry out a review of the Directors’ fees, and their report
was considered at the most recent meeting, held on 9 December 2025. The
Committee considered the recommendations from Trust Associates to take
accounts of the increased workload for non-executive directors of investment
companies, inflation in the market for such non-executive directors since 1
July 2022 and benchmarking against peer companies. It was concluded that from
1 January 2026, the fees would be as set out in the table below.
Fee per annum
Role £
Board Chair 110,000
Audit Committee Chair 75,000
Management Engagement Committee Chair 64,000
Remuneration and Nomination Committee Chair 64,000
Senior Independent Director 66,000
All other Directors 59,000
The fees payable by the Company in respect of each of the Directors who served
during the year ended 31 December 2025, and the year ended 31 December 2024
were as follows:
Year Year
ended ended
31.12.25 31.12.24
£ £
Richard Horlick 99,000 90,000
Caroline Chan 58,000 55,000
Julia Chapman 58,000 55,000
Bronwyn Curtis 59,000 55,000
John Le Poidevin 69,000 65,000
John Whittle (appointed 1 July 2025) 26,500 -
Total 369,500 320,000
The annual aggregate limit of fees payable to Directors is £800,000 per
annum.
11. Subsequent events
On 5 January 2026, the Company completed the share conversion for the 30
November 2025 share conversion date, issuing 7,682 US Dollar shares and
cancelling 9,911 GBP Shares.
On 3 February 2026, the Company completed the share conversion for the
31 December 2025 share conversion date, issuing 353,354 US Dollar shares and
cancelling 464,473 GBP Shares.
Subsequent to the year-end the Company made the following purchases of
ordinary shares to be held in Treasury:
Sterling Class shares
Number of Highest Price Lowest Price
Month shares bought point point
£ £
January 2026 3,735,757 4.15 4.00
February 2026 5,003,654 4.32 4.16
March 2026* 278,613 4.39 4.23
Total 9,018,024
*Until 20 March 2026
USD Class shares
Number of Highest Price Lowest Price
Month shares bought point point
£ £
January 2026 88,533 4.34 4.12
February 2026 49,429 4.42 4.34
March 2026* 4,661 4.48 4.48
Total 142,623
*Until 20 March 2026
The Directors have evaluated subsequent events up to 30 March 2026, which is
the date that the Annual Audited Financial Statements were approved and
available to be issued and have concluded there are no further items that
require disclosure or adjustment to the Annual Audited Financial Statements.
Historic Performance Summary As at 31 December 2025
31.12.25 31.12.24 31.12.23 31.12.22 31.12.21
US$'000 US$'000 US$'000 US$'000 US$'000
Net increase in net assets
resulting from operations 151,139 58,231 66,494 112,078 12,010
Total assets 1,988,705 2,002,363 2,079,009 1,707,130 1,307,490
Total liabilities (7,636) (18,020) (4,478) (66,682) (9,762)
Net assets 1,981,069 1,984,343 2,074,531 1,640,448 1,297,728
Number of shares in issue
Sterling shares 315,526,112 342,211,496 372,024,149 30,156,454* 25,864,663*
US Dollar shares 23,824,541 27,478,960 29,856,472 2,858,135* 2,689,547*
Net asset value per share
Sterling shares £4.41 £4.35 £4.11 £41.81* £34.30*
US Dollar shares US$4.52 US$4.48 US$4.27 US$43.28* US$35.71*
* The Number of Shares In Issue and Net Asset Value Per Share prior
to 31 December 2023 are not adjusted by a factor of 10 to reflect the 10 for 1
share sub-division approved at the EGM held on 6 February 2023.
Affirmation of the Commodity Pool Operator As at 31
December 2025
To the best of my knowledge and belief, the information detailed in this
Annual Report and these Annual Audited Financial Statements is accurate and
complete.
Name: Jonathan Hughes
Title: Director and
Authorised Signatory
Brevan Howard Capital Management Limited as general partner of Brevan Howard
Capital Management LP, the manager and commodity pool operator of BH Macro
Limited
30 March 2026
Glossary of Terms and Alternative Performance Measures
Alternative Performance Measures (“APMs”)
We assess our performance using a variety of measures that are not
specifically defined under US GAAP and therefore termed APMs. The APMs that we
use may not be directly comparable with those used by other companies.
Average Discount to NAV
The average discount to NAV of the whole year is calculated for each share
class by using the following formula:
(A-B)
B
Where:
* ‘A’ is the average closing market price of a
share of the relevant share class as derived from the trading price on the
London Stock Exchange, calculated as the sum of all the closing market prices
per share of that class as at each London Stock Exchange trading day during a
calendar year, divided by the number of such trading days in such year; and
* ‘B’ is the average NAV per share of the shares of
the relevant share class taken over the 12 month-end NAV Calculation Dates in
the year ended 31 December 2025 calculated as the sum of the final NAV of the
share class as at each month-end NAV Calculation Date during the year ended 31
December 2025, divided by 12.
Discount
If the share price of an investment is lower than the NAV per share, the
shares are said to be trading at a discount. The size of the discount is
calculated by subtracting the share price from the NAV per share of the
relevant share class and is usually expressed as a percentage of the NAV per
share. If the share price is higher than the NAV per share, the shares are
said to be trading at a premium. The Board monitors the level of discount or
premium and consideration is given to ways in which share price performance
may be enhanced, including the effectiveness of marketing and share buybacks,
where appropriate. The discount is shown below.
Sterling Shares US Dollar Shares
31.12.25 31.12.24 31.12.25 31.12.24
Share Price at Year End (C) £3.99 £4.06 US$4.24 US$4.17
NAV per Share (D) £4.41 £4.35 US$4.52 US$4.48
Discount to NAV (C-D)/D (9.52%) (6.67%) (6.19%) (6.92%)
Gain/(Loss) Per Share
Gain per share is calculated using the net loss/gain on ordinary activities
after finance costs and taxation (year ended 31 December 2025: a gain of
£7,022,125 and a gain of US$613,157; year ended 31 December 2024: a gain of
£68,166,209 and a gain of US$5,680,548), divided by the weighted average
number of shares in issue (year ended 31 December 2025: 330,852,980 Sterling
shares and 26,107,953 US Dollar shares; year ended 31 December 2024:
380,616,423 Sterling shares and 28,572,373 US Dollar shares).
Year ended Year ended
31.12.25 31.12.24
Per share '000 Per share '000
Net total gain for Sterling shares 2.12p £7,022 17.91p £68,166
Net total gain for US Dollar shares 2.35c US$613 19.88c US$5,681
Ongoing Charges
The Ongoing Charges are calculated using the AIC Ongoing Charges methodology,
which was last updated in April 2022 and is available on the AIC website
(theaic.co.uk). The Ongoing Charges represent the Company’s management fee
and all other operating expenses, excluding finance costs, performance fees,
share issue or buyback costs and non-recurring legal and professional fees and
are expressed as a percentage of the average of the daily net assets during
the year. The Board continues to be conscious of expenses and works hard to
maintain a sensible balance between good quality service and cost. The Ongoing
Charges calculation is shown below:
Sterling Shares US Dollar Shares
Year ended Year ended Year ended Year ended
31.12.25 31.12.24 31.12.25 31.12.24
Average NAV for the year (A) £1,416,866,238 £1,463,916,101 US$113,789,609 US$121,859,568
Management Fee £21,268,394 £22,022,232 US$1,709,780 US$1,833,616
Other Company expenses £2,336,220 £1,190,495 US$97,110 US$79,940
Total Company Expenses £23,604,614 £23,212,727 US$1,806,890 US$1,913,556
Expenses allocated from the Master Fund £9,146,725 £9,161,315 US$722,975 US$758,658
Performance Fee £2,184,478 £10,771,912 US$201,121 US$1,058,004
Total Expenses (B) £34,935,817 £43,145,954 US$2,730,986 US$3,730,218
Ongoing Charges (B/A) 2.47% 2.95% 2.40% 3.06%
The NAV
The NAV is the net assets of the Company attributable to Shareholders, that
is, total assets less total liabilities, expressed as an amount per individual
share of the relevant class of shares.
Company Information Directors
Richard Horlick (Chair)
Caroline Chan
Julia Chapman
Bronwyn Curtis
John Le Poidevin
John Whittle (appointed 1 July 2025)
(All Directors
are
non-executive
and
independent
for
the purpose
of
UKLR
11.2.12)
Registered Office
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey
Channel Islands GY1
3QL
Manager
Brevan Howard Capital
Management LP
6th Floor
37 Esplanade
St Helier
Jersey
Channel Islands JE2
3QA
Administrator and
Corporate
Secretary
Northern Trust International
Fund
Administration Services (Guernsey)
Limited
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey
Channel Islands GY1
3QL
Independent Auditor
Ernst & Young LLP (appointed 16 May 2025)
Royal Chambers
St. Julians Avenue
St. Peter Port
Guernsey
Channel Islands GY1 4AF
KPMG Channel Islands Limited (retired 16 May 2025)
Glategny Court
Glategny Esplanad e
St Peter Port
Guernsey
Channel Islands GY1 1WR
Registrar and
CREST
Service
Provider
Computershare Investor Services
(Guernsey) Limited
1st Floor
Tudor House
Le Bordage
St Peter Port
Guernsey GY1 1DB
Legal Advisor (Guernsey
Law)
Carey Olsen
Carey House
Les Banques
St Peter Port
Guernsey
Channel Islands GY1
4BZ
Legal Advisor
(UK
Law)
Hogan Lovells International LLP
Atlantic House
Holborn Viaduct
London EC1A 2FG
Corporate Broker
JPMorgan Cazenove
25 Bank Street
Canary Wharf
London E14 5JP
Tax Adviser
Deloitte LLP
PO Box 137
Regency Court
Glategny Esplanade
St Peter Port
Guernsey
Channel Islands GY1
3HW
For the latest
information
www.bhmacro.com
Copyright (c) 2026 PR Newswire Association,LLC. All Rights ReservedRecent news on BH Macro
See all newsREG-BH Macro Limited: Annual Report and Audited Financial Statements for the year ended 31 December 2025
AnnouncementREG-BH Macro Limited: Transaction in Own Shares
AnnouncementREG-BH Macro Limited: Transaction in Own Shares
AnnouncementREG-BH Macro Limited: Transaction in Own Shares
AnnouncementREG-BH Macro Limited: Holding(s) in Company
Announcement