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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
