SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

										July 28, 2005

Mail Stop 4561

John M. Kelly
President and Director
Man Investments (USA) Corp.
123 North Wacker Drive, 28th Floor
Chicago, IL 60606

Re:	Man-AHL 130, LLC
	Registration Statement on Form S-1
      Filed on June 28, 2005
	File No. 333-126172

Dear Mr. Kelly:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. It is not clear why you refer to Man-AHL as the "Fund" since
you
assert in your disclosure on page ii that the pool is not a mutual
fund registered under the Investment Company Act of 1940, and
given
that the term "Fund" is not part of the pool`s name.  Please
revise
to refer to the pool by its name or a variation of its name.
2. In light of your intention to invest 30 percent of the proceeds
of
this offering in Man-Glenwood Lexington, a closed-end mutual fund
registered under the Investment Company Act of 1940, please
provide
us with a detailed legal analysis of why you do not believe you
should register as an investment company under the Investment
Company
Act of 1940.  In connection with this, please provide us
with additional details of the types of investments made by Man-
Glenwood Lexington and whether these investments include
securities
as defined by the `33 Act.
3. In light of the fact that up to 30 percent of your investments
will be in Man-Glenwood Lexington, it is not clear why you have
not
provided disclosure in Part One of the disclosure document
regarding
the investment objectives and performance history of Man-Glenwood
Lexington and Man-Glenwood Lexington TEI.  Please revise to
include
substantially greater disclosure regarding the types of
investments
made by these entities in all relevant portions of the prospectus,
including the summary, as well as capsule performance disclosure.
We
note your limited disclosure on page 13 but do not believe that
this
provides sufficient information to investors regarding the nature
of
Man-Glenwood`s investment strategy.
4. Please revise throughout the prospectus to provide disclosure
substantially similar to the disclosures that would be required by
Industry Guide 5 if real estate limited partnership units were
being
registered. For example, your revisions should include a narrative
discussion under an appropriate major heading of the managing
member
and its affiliates` experience over the past ten years similar to
that required by Item 8.A of Guide 5, which includes a description
of
any major adverse business developments and conditions that were
experienced.
5. Please provide us with a complete copy of any sales material
which
includes all illustrations and other inserts in the form you
expect
to distribute to investors in accordance with Release No. 33-6900
and
by analogy to Item 19D of Guide 5.  We may have further comment
after
we receive your materials.
6. Please supplementally confirm to us, if true, that all units
redeemed or otherwise re-acquired by the trust will not be re-
issued
to other investors.  If you do intend to re-issue redeemed or re-
acquired units, please tell us supplementally how you intend to
register those re-issuances under the Securities Act.
7. Please confirm to us that, following effectiveness of the
registration statement and the breaking of escrow, you will file a
prospectus supplement each month reflecting the net asset value at
which you sell your units.
8. Please advise us supplementally whether the managing member or
its
affiliates can purchase units in the offering so as to reach the
minimum subscription. If so, please also disclose this fact in all
relevant sections of the prospectus, including the cover page and
the
summary.
9. We note that you propose to offer units in classes A1, A2, B1
and
B2 and that you have allocated the 100,000 units to be offered
within
these classes on the cover page of your registration statement,
but
that you have not made such allocation on the prospectus cover
page.
Please revise the prospectus cover page to allocate the number of
units being registered for each of classes A1, A2, B1 and B2.
Please
be aware that all shares being registered must be allocated to a
class.
10. Please describe, in the body of your prospectus, the material
terms of each of your material agreements.  We note, in this
regard,
reference on page iii to a Commodity Brokerage Agreement, a
General
Distributor`s Agreement and an Administration Agreement.
11. We note your statement throughout the prospectus that the Man-
Glenwood investment is ancillary to your commodities trading
programs
and should not be relied upon as a reason to invest in you.  Given
that the Man-Glenwood investment will represent up to 30% of the
proceeds of the offering, it appears that this disclaimer is
inappropriate.  Please revise to remove this language throughout
the
prospectus.
12. Please include the information required by Item 403 of
Regulation
S-K related to security ownership.

13. Continue to monitor the updating requirements of Rule 3-12 of
Regulation S-X.   In addition, given the fact that the Managing
Member will provide financial assistance to MAN-AHL 130, LLC,
consider updating the financial statements of the Managing Member
on
the same basis.

14. Please provide a detailed analysis regarding the applicability
of
the tender offer rules to your share redemption program.
Specifically, in your analysis please address the fact that
investors
must make an irrevocable redemption requests 45 days prior to the
redemption date.  Refer to Rule 13e-4 and Regulation 14E of the
Exchange Act.

Prospectus Cover Page
15. Please revise the cover page to remove information that
exceeds
the amount of information called for by Item 501 of Regulation S-
K,
Guide 5 or the Part 4 Rules promulgated by the CFTC.  We note in
this
regard, by way of example only, your disclosure under the heading
"The Fund."
16. Please disclose, in the header, the minimum and maximum number
of
units being offered of each class.
17. Since this is not a firm commitment underwritten offering, it
is
not appropriate to highlight the Selling Agent at the bottom of
the
cover page.  Please revise.
18. We note that you state that the managing member will return
investor`s funds promptly if the minimum is not sold by the end of
the initial offering period.  Please revise, here and in the
summary,
to specify what you mean by "promptly."
19. Please revise the first cover page risk factor to include the
historical leverage employed by AHL Diversified as disclosed on
page
8.  In addition, please tell us whether the Man-Glenwood entities
employ leverage and, if so, whether the leverage tends to be
greater
or less than the amount employed by AHL Diversified.
20. Please revise the cover page risk factors to include the risk
resulting from conflicts of interest, including a brief
description
of the nature of the conflicts and the identity of the parties to
the
conflicts.
21. Please include a cover page risk factor describing the income
tax
risks to investors associated with this offering.
22. Please revise the first risk factor in the middle column of
cover
page risk factors to briefly quantify the fees that you will be
required to pay, and to clarify that the fees described must be
paid
regardless of profitability.  Please also disclose, if true, that
the
managing member has the authority to substantially increase the
amount of those fees without the approval of other members.
23. It is not clear that the first 2 bullet points in the far
right
column of your cover page risk factors actually describe risks
related to your company or this offering.  Please revise these
bullet
points to more clearly identify the risk or remove this disclosure
from the cover page risk factors.

Organizational Chart, page iii
24. Please include in the organizational chart the percentage of
proceeds of this offering that will be deposited with each of Man-
Glenwood and the Trading Advisor.  In addition, please revise to
include the exact percentage ownership of each entity by Man Group
plc.

Summary
25. In your summary and throughout your prospectus you use
terminology that represents industry jargon which may not be
readily
understood by an investor not in your industry.  Examples include
descriptions of the AHL Diversified Program as "quantitative,"
"directional," and "technical."  Please revise your disclosure to
define industry terms the first time you use them and limit your
use
of industry jargon to the extent possible.
26. Please disclose your website, if any.  Refer to Item 101(e)(3)
of
Regulation S-K.

The Fund, page 2
27. Please disclose the portion of the pool`s capital that is
expected to be maintained in cash and cash equivalents.
28. Please clarify what type of diversification is expected to be
realized through an investment in the Man-Glenwood entities.

Major Risks of The Fund, pages 3 - 4
29. Please make changes in your summary risk factors similar to
those
requested in the cover page risk factors.
30. Please revise the second paragraph in the first column on page
4
to emphasize that the net asset value of the fund may decrease
between the time that an investor is required to make an
irrevocable
redemption decision and the actual date of redemption.

Investment Objectives, Strategy and Policies, page 4
31. The text under this heading, which appears to describe only
possible advantages of an investment in Man-AHL 130, does not
match
the heading of this section. Please revise your heading to more
clearly describe the text that follows, or revise the text
accordingly.
32. We refer to the first bullet point under this heading.  Please
remove the reference to the AHL Diversified Program`s "historical"
profits, since it does not convey information about the time
periods
over which an investment would need to be held in order to realize
profits, nor does it reflect the volatility of such an investment,
including substantial losses over certain periods.
33. We note your statement in the second bullet point under this
heading that the AHL Diversified Program has "historically had low
correlation to the returns of traditional stock and bond
portfolios."
Please define more clearly "low correlation."  In addition, please
reconcile your disclosure here with disclosure on page 10 that
"the
success of the Fund may be substantially dependent on general
market
conditions."
34. Please provide enough detail in the final 2 bullet points
under
this heading to more clearly describe the benefits disclosed.  In
particular, provide facts which tend to indicate why these aspects
of
Man-AHL are different from other investments in managed futures
funds.

Redemptions
35. Please tell us why it is expected to take up to 45 days for
the
pool to "usually" pay out redemptions and what circumstances could
cause the pool to take longer than 45 days to make such payments.
In
light of the limit on redemption requests and the generally liquid
nature of the investments made by AHL Diversified, it is not clear
why there is such a lag time.

Organizational and Offering and Administrative Expenses, page 5
36. We note that organizational and offering and administration
fees
will be paid by the Managing Member "or an affiliate."  Please
tell
us why you are unable to identify the specific entity that will
make
these payments and whether a specific entity will be named in
executed agreements covering these charges.  In addition, please
tell
us whether the Managing Member will guarantee these payments or
otherwise be liable for the payments if they are assigned to an
affiliate that is unable to make such payments.
37. Please clarify whether the reimbursement of administrative
expenses by the managing member of anything over 0.05% of your
average monthly NAV requires average assets of $50,000,000.

Management and Incentive Fees, pages 5 - 6
38. Please explain why you have provided a range of asset-based
fees
(0% to 2%) for the Man-Glenwood investment as well as a range of
incentive fees (10% to 25%) rather than exact percentages.  If you
have not yet negotiated these fees, please disclose this fact and
indicate whether the fees could be greater than the ranges listed.
In addition, please clarify what the asset-based fee covers.  If
it
is akin to a management fee, please disclose this.

Transaction Costs, page 6
39. In light of the fact that the cap on the futures commission
rates
is 3% of the fund`s NAV for any 12-month period, please advise us
as
to why you believe that 1.5% is a reasonable estimate of the
commission rate.  For example, is this figure based on historical
trading levels?  Please also provide this information with respect
to
your estimate of the Man-Glenwood Subfunds` annual transaction
cost
of 1%.

Breakeven Table, page 6
40. We note that you have not included any performance fees to be
paid to the trading advisor.  Please advise us as to whether the
performance fees are only accrued after the payment of other fees,
such as brokerage and management fees.  If not, it is not clear
why
performance fees should not be included in the break-even table.
Please revise or advise.

Risk Factors, pages 8 - 10
41. Many of your risk factors are generic and your disclosure does
not provide sufficient detail about your business or the risk
involved to sufficiently inform the investor as to the aspect of
the
investment that is particularly risky.  Examples include, but are
not
limited to, your brief disclosure under the following headings:

* "You May Lose Your Entire Investment," on page 8.  Merely
stating
that the Fund is speculative is not sufficient to inform an
investor
about the aspect of the investment that is risky.  For example,
what
about the Fund is speculative?

* "The Fund is Intended to be a Medium- to Long-Term Investment"
on
page 10.  Why does this fact alone present a risk to investors
unique
to your company or the investment?

Please review each of your risk factors and expand your disclosure
to
clearly describe, in the heading and the text, the specific risk
indicated.
42. We note that the trading program may include trading in over-
the-
counter foreign currency contracts and forward contracts.  Please
revise to disclose the approximate amount of your investing that
you
intend to allocate to foreign currency and forward contracts and
to
discuss the following risks:

* The risk that changes in the value of the foreign currency
relative
to the U.S. dollar may cause losses,

* The risk that over-the-counter transactions are subject to the
risk
of counterparty default, and

* The risk of counterparty default with respect to your intended
trading in forward contracts.
43. Please include a risk factor discussing the impact that
regulatory speculative position limits and daily exchange limits
may
have on your business.
44. Please include risk factor disclosure regarding your reliance
on
one commodity  trading advisor using a single trading strategy,
namely, the AHL Diversified Program.
45. Please discuss the risk that performance fees create an
incentive
for the trading advisor to make riskier investme