Exhibit 1.02
ADDENDUM
TO
SELLING AGREEMENT
by and between
MAN INVESTMENTS INC.
and
-----------------------
This Addendum is incorporated into and made a part of the Selling
Agreement dated __________, 200__, by and between Man Investments Inc. and
_____________________ (the "Selling Agreement"). Terms used but not defined
herein shall have the same meaning given such terms in the Selling Agreement.
Introduction.
Man-AHL 130, LLC has been organized to trade and invest in
commodities and other financial instruments (the "Fund") and has retained Man as
distributor of Class A and Class B units of the Fund (collectively, "Units").
The Fund has registered an offering of the Units for sale to the public under
the 1933 Act pursuant to a Registration Statement on Form S-1. The Fund is not
an investment company subject to the 1940 Act. Man desires the Selling Agent to
assist in the offer and sale of the Units pursuant to the terms of the Selling
Agreement as modified hereby in respect of the Fund.
Appointment of the Selling Agent
The appointment of and acceptance by the Selling Agent as a selling
agent is extended to include the Fund as if the Fund were included within the
terms of Section 2 of the Selling Agreement and the terms of the Selling
Agreement shall apply with respect to the Fund except as modified hereby.
Representations and Warranties of Man.
The representations of Man set forth in the Selling Agreement are
restated, mutatis mutandis, with respect to the Fund.
Representations, Warranties and Covenants of the Selling Agent.
The representations of the Selling Agent set forth in the Selling
Agreement are restated, mutatis mutandis, with respect to the Fund.
Additionally, the Selling Agent represents and warrants to Man as follows:
(a) Selling Agent is familiar with Rule 2810 of the NASD Conduct
Rules and will comply fully with all the terms thereof.
(b) Sales of Units will be made only to investors who the Selling
Agent has 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. Selling Agent agrees 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, Selling
Agent further represents and warrants that the Selling Agent has, among other
things, examined the following sections in the Fund's Offering Document and
obtained such additional information from Man regarding the information set
forth thereunder as the Selling Agent has deemed necessary or appropriate to
determine whether the Fund's Offering Document adequately and accurately
discloses all material facts relating to an investment in the Fund and provides
an adequate basis to subscribers for evaluating an investment in the Units:
"Risk Factors"
"Use of Proceeds"
"Management's Discussion and Analysis of the Fund's Prospective
Operations"
"Management of the Fund"
"Performance Information"
"Net Asset Value"
"Fees and Expenses Paid by the Fund"
"Redemptions and Transfers of Units"
"Conflicts of Interest; Transactions Between Man Group and the Fund"
"Tax Consequences"
"Benefit Plan Investors"
"Futures Markets and Trading Methods"
"Alternative Investment Strategies in General"
"Supplemental Performance Information"
In connection with making the representations and warranties set forth in this
paragraph, the Selling Agent has not relied on inquiries made by or on behalf of
any other parties.
(c) The Selling Agent agrees to inform all prospective purchasers of
Units of all pertinent facts relating to the liquidity and marketability of the
Units as set forth in the Prospectus.
(d) The Selling Agent will not execute any sales of Units from a
discretionary account over which it has control without prior written approval
of the customer in whose name such discretionary account is maintained.
(e) 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, all as described on the
Blue-Sky Survey in respect of the Fund delivered by Man to the Selling Agent.
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(f) The Selling Agent agrees that it will offer and sell such Units
only at the public offering price as described in the Fund's Offering Document,
prior to the initial closing for each Class of Units, $100 per Unit, and
thereafter at the net asset value per Unit of each Class of Units.
Purchase of Units
(a) If at least the minimum number of Units of Class A or Class B
Units shall have been so subscribed for, then on ________, 2006 or (i) at such
earlier time after subscriptions for the minimum number of Units shall have been
received as determined by the Managing Member (as defined in the Fund's Offering
Document) or (ii) at such later date on or prior to ________, 2006 to which the
Managing Member and Man may extend the initial offering, Man shall notify the
Selling Agent of the initial closing of the Fund (the "Initial Closing"), as
well as of the aggregate number of Units of each Class of Units that are to be
issued upon the Initial Closing for which the Fund has received acceptable
subscriptions. Payment of the purchase price for the Units shall be made at such
place as shall be agreed upon among Man and the Managing Member, at 10:00 A.M.,
Chicago time, on such day and time (not later than five (5) business days after
the end of the Initial Offering Period, as may be extended) as shall be agreed
upon by Man and the Managing Member (the "Initial Closing Time"). Subsequent to
the Initial Closing Time, Units may continue to be sold as of the first day of
each calendar month (each such date, together with the Initial Closing Time, a
"Closing Time"), in the discretion of the Fund.
(b) All payments for subscriptions may be made by wire transfer
pursuant to the wire instructions set forth in the Subscription Agreement or by
subscriber check payable to "_______AS ESCROW AGENT FOR MAN-AHL 130, LLC ESCROW
ACCOUNT NO. ______" maintained at [Bank] (the "Escrow Agent"), and submitted to
Selling Agent. Such payments will be transmitted to the Escrow Agent by 11 A.M.,
Chicago time, on the business day following receipt thereof.
As an alternative to submitting subscription checks, a subscriber
may instead authorize the Selling Agent to debit the subscriber's customer
securities account maintained with the Selling Agent. Subscribers who do so must
have their subscription payments in their accounts not less than 5 business days
before the relevant purchase date -- subscribers to be notified of such date. At
each Closing Time, subscribers' customer securities accounts will be debited by
Selling Agent in the amount of their subscriptions. The amount of the
subscription payments so debited will be transmitted directly to the Escrow
Agent in the form of a Selling Agent check or wire transfer made payable to
"_______AS ESCROW AGENT FOR MAN-AHL 130, LLC ESCROW ACCOUNT NO. ______".
Selling Agent and Man may make such other arrangements regarding the
transmission of subscriptions as they may deem convenient or appropriate;
provided that any such arrangement must comply in all relevant respects with SEC
Regulations 10b-9 and 15c2-4.
Compensation
(a) Subject to limitation imposed by NASD Conduct Rule 2810 that
aggregate selling commissions with respect to the Units not exceed 10% of the
aggregate sale price of all Units sold, as compensation for the Selling Agent's
services in finding and introducing to the
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Fund acceptable subscribers hereunder, the Selling Agent shall receive from Man
commissions with respect to each Class A Series 1 and Class B Series 1 Unit sold
by the Selling Agent and outstanding ("Eligible Units") in an amount equal to
______% of the annual average month-end Net Asset Value of each such Unit,
determined as of the last day of each calendar month and paid quarterly (before
redemptions); provided, however, that the maximum compensation payable in
respect of Units (including any amounts paid for producer visits, client
seminars and any other compensation deemed to be an "item of value" pursuant to
NASD Conduct Rules 2710 and 2810), shall not exceed 10% of the aggregate initial
sale price of all Units sold (including Class A Series 2 and Class B Series 2
Units).
(b) In respect of Class A Series 2 and Class B Series 2 Units sold
through and participating in the Selling Agent's "wrap account" program to
participants in such program, no selling commission shall be due or paid to the
Selling Agent hereunder.
Counterparts.
This Addendum may be executed in counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument.
Date:______________, 200__
MAN INVESTMENTS INC.
By: ______________________________
Name:
Title:
SELLING AGENT:
___________________________________
By: ______________________________
Name:
Title:
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