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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:
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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 ap
