GENERAL DISTRIBUTOR'S AGREEMENT by and between MAN INVESTMENTS INC. and MAN-AHL 130, LLC and MAN INVESTMENTS (USA) CORP.

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                                                                    EXHIBIT 1.01

                         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 _________, 2005, 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 A1,

Class A2, Class B1 and Class B2 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-_______), as

initially filed with the SEC on June __, 2005, as amended by Amendment No. 1

thereto filed with the SEC on _______, 2005, as amended by Amendment No. 2

thereto filed with the SEC on ______, 2005, 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 statement as amended and

delivered to all parties hereto at the time it

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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:

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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 due consideration to

the fact that the Fund is in no respects a "tax shelter") the subscriber is or

will be in a financial position appropriate to enable the subscriber to realize

to a significant extent the benefits of the Fund, including the tax benefits (if

any) described in the Prospectus; the subscriber has a fair market net worth

sufficient to sustain the risks inherent in participating in the Fund; and the

Units are otherwise a suitable investment for the subscriber. You agree to

maintain such records as are required by the applicable rules of the NASD and

the state securities commissions for purposes of determining investor

suitability. In connection with making the foregoing representations and

warranties, you further represent and warrant that you have, among other things,

examined the following sections in the Prospectus and obtained such

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additional information from the Fund regarding the information set forth

thereunder as you have deemed necessary or appropriate to determine whether the

Prospectus adequately and accurately discloses all material facts relating to an

investment in t