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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 the
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