GENERAL DISTRIBUTOR'S AGREEMENTDistribution Agreement |
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EXHIBIT 1.01 (Amended)
GENERAL
DISTRIBUTOR'S AGREEMENT
by and
between
MAN
INVESTMENTS INC.
and
MAN-AHL
130, LLC
and
MAN
INVESTMENTS (USA) CORP.
AGREEMENT, made as of the __th day
of _________, 2006, by and between
Man-AHL 130, LLC, Man Investments (USA) Corp. (the "Managing Member")
and Man
Investments Inc.
RECITAL
WHEREAS, Man-AHL 130, LLC, a
Delaware limited liability company (the
"Fund"), is registering an offering of __________, in aggregate, of
Class A and
Class B units of its limited liability company interests ("Units")
under the
Securities Act of 1933, as amended, to be offered for sale in a public offering
in accordance with the terms and conditions set forth in the prospectus
included
in the Fund's registration statement filed with the Securities and Exchange
Commission on Form S-1, as it may be amended from time to time.
In this connection, the Fund
desires that Man Investments Inc. (the
"General Distributor") act as General Distributor for the sale and
distribution
of the offering of Units that has been registered as described above and of any
additional offering of Units that may become registered during the term of this
Agreement.
NOW THEREFORE, in consideration of
the terms and conditions herein
contained, the parties agree as follows;
1. Representations and Warranties
of the Managing Member.
The Managing Member represents and
warrants to you as follows:
(a) The Fund is a limited liability
company duly organized pursuant to and
validly existing under the laws of the State of Delaware, with full power and
authority to engage in the trading described in its Prospectus.
(b) The Fund has filed with the
Securities and Exchange Commission (the
"SEC"), a registration statement on Form S-1 (No. 333-126172), as
initially
filed with the SEC on June 28, 2005, as amended by Amendment No. 1 thereto
filed
with the SEC on October 11, 2005, as amended by Amendment No. 2 thereto filed
with the SEC on October 21, 2005, as amended by Amendment No. 3 thereto filed
with the SEC on April 14, 2006 for the registration of the Units under the
Securities Act of 1933, as amended (the "1933 Act"), and has filed
one copy
thereof with the National Futures Association (the "NFA") in
accordance with NFA
Compliance Rule 2-13 and the rules and regulations of the Commodity Futures
Trading Commission (the "CFTC") under the Commodity Exchange Act, as
amended
(the "Commodity Act"). The registration
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statement as amended and delivered to all parties hereto at the time it becomes
effective and the prospectus included therein are hereinafter called the
"Registration Statement" and the "Prospectus,"
respectively, except that (i) if
the Fund files a subsequent post-effective amendment to the registration
statement, then the term "Registration Statement" shall, from and
after the
declaration of the effectiveness of such post-effective amendment, refer to the
registration statement as amended by such post-effective amendment thereto, and
the term "Prospectus" shall refer to the prospectus as most recently
issued by
the Fund pursuant to the rules and regulations of the SEC promulgated under the
1933 Act (the "SEC Regulations") and (ii) if the Fund files a subsequent
registration statement for the registration of additional Units, then the term
"Registration Statement" shall, from and after the declaration of the
effectiveness of such additional registration statement, refer to the
additional
registration statement, and the term "Prospectus" shall refer to the
prospectus
as most recently issued by the Fund pursuant to the SEC Regulations.
(c) The Registration Statement and
Prospectus contain all statements and
information required to be included therein by the Commodity Act and the rules
and regulations promulgated thereunder. When the Registration Statement becomes
effective under the 1933 Act and at all times subsequent thereto up to and
including each Closing Time (as defined in Section 5(b)), the Registration
Statement and Prospectus will comply in all material respects with the
requirements of the 1933 Act, the Commodity Act, the SEC Regulations and the
rules and regulations of the CFTC and will be accurate and complete in all
material respects. The Registration Statement as of its effective date will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading. The Prospectus as of the date of its issue and at all times
subsequent thereto up to and including each Closing Time will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
such statements are made, not misleading.
(d) All action required to be taken
by the Fund as a condition to the sale
of the Units to qualified subscribers therefor has been, or prior to each
Closing Time will have been, taken; and, upon payment of the consideration
therefor specified in all accepted subscription agreements for purchases of
Units (collectively, the "Subscription Agreements"), the Units will
constitute
valid interests in the Fund.
2. Appointment of General
Distributor.
The Fund hereby appoints you as the sole
general distributor of Units in
connection with the aforesaid public offering of Units, and the Fund further
agrees from and after the date of this Agreement, that it will not, without
your
consent, sell or agree to sell any Units otherwise than through you, [except
that the Fund may itself sell Units without sales charges as an investment to
the officers, trustees or directors and bona fide present and former full-time
employees of Man Entities and to other investors who are identified in the
Prospectus as having the privilege to buy Units of a Class not subject to the
Client Servicing Fee described in the Prospectus.]
3. Sale of Units.
You agree to serve as the general
distributor of Units in accordance with
the terms of this Agreement, and to offer Units to investors as agent of the
Fund either directly or through broker-dealers which enter into selling
agreements with you. In connection with the offering of Units, you further
agree
that:
2
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(a) You will use your best efforts
to sell Units, provided, however, that
when requested by the Fund at any time because of market or other economic
considerations or abnormal circumstances of any kind, or when agreed to by
mutual consent between you and the Fund, you will suspend such efforts. The
Fund
may also withdraw the offering of Units at any time when required by the
provisions of any statute, order, rule or regulation of any governmental body
having jurisdiction. It is understood that you do not undertake to sell all or
any specific number or amount of Units.
(b) You will comply fully with all
applicable laws, and the rules and
interpretations of the National Association of Securities Dealers, Inc. (the
"NASD"), the Securities and Exchange Commission (the
"SEC"), the Commodity
Futures Trading Commission (the "CFTC"), state securities
administrators and any
other regulatory body. In particular, and not by way of limitation, you
represent and warrant that you are familiar with Rule 2810 of the NASD Conduct
Rules and that you will comply fully with all the terms thereof in connection
with the offering and sale of the Units. You will not execute any sales of
Units
from a discretionary account over which you have control without prior written
approval of the customer in whose name such discretionary account is
maintained.
(c) You will not make offers or
sales of Units except in the manner set
forth in the Fund's Registration Statement, and you specifically agree that if
an investor is eligible to invest in a Class of Units for which no Client
Servicing Fee or other compensation is to be paid to you hereunder, you will
nevertheless offer and sell such Class of Units to that investor. We have
established procedures that are to be followed in connection with the offer and
sale of Units and you agree not to make offers or sales of any Units and agree
to require all broker-dealers that enter into selling agreements with you not
to
make any such offers or sales except in compliance with such procedures. In
this
regard, you agree that:
(i) No sale of Units to any one
investor will be for less than the minimum
amount as may be specified in the Prospectus or as the Fund shall advise you.
(ii) No offer or sale of Units will
be made in any state or jurisdiction,
or to any prospective investor located in any state or jurisdiction, where
Units
have not been registered or qualified for offer and sale under applicable state
securities laws unless Units are exempt from the registration or qualification
requirements of such laws.
(iii) Sales of Units will be made
only to investors who are "accredited
investors," as defined in SEC Regulation Section 501(a), and who otherwise
meet
the minimum income and net worth standards as described in the Prospectus, if
any, who you, or the broker-dealers engaged by you, have reasonable grounds to
believe, on the basis of information obtained from the subscriber concerning,
among other things, the subscriber's investment objectives, other investments,
financial situation and needs, that (to the extent relevant for the purposes of
Rule 2810 and giving






