SecProbe.io

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                         SIDLEY AUSTIN BROWN & WOOD LLP

    BEIJING                   BANK ONE PLAZA                LOS ANGELES
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                              www.sidley.com
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                               FOUNDED 1866
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     LONDON                                               WASHINGTON, D.C.

WRITER'S DIRECT NUMBER                                  WRITER'S E-MAIL ADDRESS

                                 August 9, 2005

Mr. Owen Pinkerton
   Senior Counsel
Ms. Amanda McManus
   Attorney-Advisor
Division of Corporation Finance
United States Securities and
    Exchange Commission
100 "F" Street, N.E.
Washington, D.C.  20549

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

Dear Mr. Pinkerton:

                  We thank the Staff for its July 28, 2005 comment letter on the
above-referenced filing. We are in the course of preparing an Amendment No. 1 to
the above-referenced Registration Statement responding to the Staff's specific
disclosure points. Pursuant to informal discussions with Mr. Pinkerton, we are
herewith submitting our response to the fundamental regulatory issue raised by
the Staff's comment letter -- whether the Pool is an "investment company"
subject to the registration and other requirements of the Investment Company Act
of 1940 (the "Investment Company Act").

                  By way of history, this Firm has spent over a generation as
counsel to the sponsors of publicly-offered commodity pools, and in such
capacity has repeatedly been required to address the question of when a
commodity pool has become an investment company due to the importance of its
securities positions in its overall portfolio. This question arises in the
context of the numerous public commodity pools which are offered in a "principal
protection" structure as well as those which -- like the Pool -- seek to obtain
an enhanced return on their assets (which are otherwise held entirely in reserve
in cash and cash equivalents). There is substantial SEC precedent in this area
-- both in the form of No-Action Letters and in the form

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SIDLEY AUSTIN BROWN & WOOD LLP                                           CHICAGO

Mr. Owen Pinkerton
Ms. Amanda McManus
United States Securities and
  Exchange Commission
August 9, 2005
Page 2

of publicly-offered commodity pools which have been registered under the
Securities Act of 1933 after "full review" by the Staff.

                  From the outset of the internal discussions with Man
Investment (USA) Corp. ("Man"), the sponsor of the Pool, regarding the possible
structuring and offering the Pool, a principal consideration in the formulation
of the operational parameters and portfolio limitations of the Pool has been to
ensure that the Pool not constitute an "investment company." In contrast, as the
Staff is aware, Man has a different financial product -- Man-IP 220, LLC --
which contains, through a derivative instrument, a hedge fund of funds
investment very similar to the Man-Glenwood Lexington, LLC and Man-Glenwood
Lexington TEI, LLC (collectively, "Man-Glenwood") component of the Pool, as well
as a futures trading subsidiary which trades under the AHL Diversified Program
("AHL" or the "AHL Diversified Program") as does the Pool -- which does
constitute a jurisdictional "investment company" and has filed a registration
statement as a closed-end investment company under the Investment Company Act
(Registration No. 333-109858; 811-21451; filed October 21, 2003).

                  The technical legal analysis on which the Pool has been
structured is as follows: while constituting a "prima facie" investment company
under Section 3(a)(1)(C) of the Investment Company Act, and not qualifying for
exemption from Section 3(a)(1)(C) provided by Rule 3a-1 (because the Pool's
total assets will, at any given point in time, consist solely of interests in
Man-Glenwood and "Government Securities" so that the Pool will not meet the 40%
of total assets limitation imposed by Rule 3a-1), the Pool is nevertheless not a
definitional "investment company" under Section 3(b)(1) because the Pool is
engaged directly and primarily in a "business other than that of investing,
reinvesting, owning, holding or trading in securities" -- i.e., trading futures
contracts pursuant to the AHL Diversified Program. Ft. Tryon Futures Fund
Limited Partnership, 1990 SEC No-Act. LEXIS 1192 (August 16, 1990); Peavey
Commodity Funds I, II and III, 1983 SEC No-Act. LEXIS 2576 (June 2, 1983);
Managed Futures Association, 1996 SEC No-Act. LEXIS 623 (July 15, 1996); Tonopah
Mining Co. of Nevada, 26 S.E.C. 426 (1947).

                  We submit that, based on (i) extensive SEC precedent and (ii)
the restrictions imposed on the securities-based component of the Pool's
portfolio, the Pool if operated as contemplated by the Prospectus will not
constitute an "investment company."

THE ROLE OF LEVERAGE IN A MANAGED FUTURES FUND

                  As a threshold matter, we noted that the Staff's comment
letter seemed to attach considerable importance to the fact that 30% of the
capital of the Pool was invested in Man-Glenwood. We need, in terms of the
Section 3(b)(1) analysis to follow, to clarify that because

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SIDLEY AUSTIN BROWN & WOOD LLP                                           CHICAGO

Mr. Owen Pinkerton
Ms. Amanda McManus
United States Securities and
  Exchange Commission
August 9, 2005
Page 3

such allocation is unleveraged -- i.e., representing a 30% market exposure as
well as capital allocation -- it is in fact a very minor component of the Pool's
portfolio.

                  Because of the low margins required for futures trading --
generally only between 2% and 15% of the face amount of the futures contract --
a 30% market exposure could be acquired in the futures market by an allocation
of only approximately 1.5% to 4.5% of a futures fund's capital. In fact, given
the 2% margin required on the 30-year Treasury bond futures contract, with an
allocation of only 0.6% of its capital the Pool could acquire the same futures
market exposure to 30-year Treasury bonds as its 30% capital allocation to
Man-Glenwood. The Pool's exposure to the futures markets is highly leveraged,
whereas the Pool's exposure to Man-Glenwood is unleveraged (Man-Glenwood itself
uses a small degree of leverage -- approximately 20% as of July 30, 2005 -- but
the Fund's investment in Man-Glenwood is an unleveraged 30%). Furthermore, the
Treasury bond market exposure would likely have a higher price volatility and
risk of loss as well as opportunity for profit than the Man-Glenwood investment.

                  It is clear to us from the Staff's comments that we need, both
as a disclosure matter and in terms of the "Representations" established by
Peavey and other No-Action Letters (see page 15, below), to make the foregoing
point more clearly in the Prospectus. We thank the Staff for pointing this out
and will include a disclosure comparable to the above in our Amendment No. 1.

THE SEC PRECEDENTS

                  For the convenience of the Staff, we set forth below certain
pertinent excerpts of the numerous Staff No-Action Letters setting forth the
principles enumerated by the Staff in analyzing whether a commodity pool is
engaged primarily in a "business other than that of investing, reinvesting,
owning, holding or trading in securities." These are the principles we have used
in designing the portfolio limitations applicable to the Pool.

                  The Pool has been specifically modeled after the advice of the
Division of Investment Management in Peavey:

                  "In determining whether an entity which invests in futures,
                  including futures in exempted securities and futures on
                  indices of securities, and options on such futures, is
                  otherwise an investment company, one must determine first
                  whether the entity is otherwise within the definition of an
                  investment company contained in section 3(a) of the Investment
                  Company Act. Generally, this would require a determination of
                  whether the entity was, otherwise

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SIDLEY AUSTIN BROWN & WOOD LLP                                           CHICAGO

Mr. Owen Pinkerton
Ms. Amanda McManus
United States Securities and
  Exchange Commission
August 9, 2005
Page 4

                  than by its investment in such futures or options on such
                  futures, either primarily engaged in investing in securities
                  so as to be an investment company under section 3(a)(1) of the
                  Investment Company Act, or on an entity with more than 40
                  percent of its total assets (exclusive of Government
                  securities and cash items) in investment securities so as to
                  be an investment company within section 3(a)(3) of the
                  Investment Company Act.

                  If the entity was not an investment company within the meaning
                  of section 3(a)(1), but was within 3(a)(3), the entity would,
                  nevertheless, still not be an investment company if it was
                  excepted by section 3(b)(1) as an entity which was primarily
                  engaged, directly or through a wholly-owned subsidiary, in a
                  business or businesses other than trading in securities. In
                  applying this provision to an entity engaged in investing in
                  the aforementioned futures or options on such aforementioned
                  futures, we would, in accord with section 2(a)(1) of the CEA,
                  consider the entity not to be subject to SEC jurisdiction
                  under the Investment Company Act if it was directly or
                  indirectly primarily engaged in the business of investing in
                  futures including the aforementioned futures and options
                  thereon.

                  In determining an entity's primary engagement one usually
                  looks to the composition of its assets, the sources of its
                  income, the activities of its officers and employees, its
                  representations, and its historical development. The first two
                  of these factors are usually regarded as the most telling.
                  However, it has been recognized that with respect to a
                  commodity pool, a snapshot picture of its balance sheet
                  contrasting the value of its futures contracts (unrealized
                  gain on such contracts) with the value of its other assets,
                  e.g., its reserves and margin deposits, which often are in the
                  form of United States government notes, may not reveal the
                  primary nature of the business. In other words, the fact that
                  such an entity, otherwise than by reason of its investment in
                  futures, has more than 50 percent of its assets in securities
                  would not necessarily indicate that it is primarily engaged in
                  investing in securities. See, Alpha-Delta Fund (pub. avail.
                  May 4, 1976).

                  In determining whether an entity investing in futures was
                  otherwise primarily engaged in the business of investing in

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SIDLEY AUSTIN BROWN & WOOD LLP                                           CHICAGO

Mr. Owen Pinkerton
Ms. Amanda McManus
United States Securities and
  Exchange Commission
August 9, 2005
Page 5

                  securities, we would consider of first importance the area of
                  business in which the entity anticipates realization of the
                  greatest gains and exposure to the largest risk of loss. Thus,
                  at least with respect to such a company, a company's
                  intentions are of great importance in determining its primary
                  business. However, a company's real intentions may be revealed
                  by its operations and, therefore, its gains and losses in
                  futures trading, in comparison to its gains and losses on its
                  government securities and other securities would be relevant
                  to a determination of the company's primary business. Such a
                  comparison on an annual, or other suitable basis, may be more
                  revealing of a company's primary business than a comparison of
                  the company's net gains or losses in futures and options of
                  [on] futures trading with its net gains or losses in investing
                  in securities, otherwise than by reason of investing in
                  futures and options and options on futures, which figures
                  would be affected by the company's relative degree of success
                  in these different areas."

                  In Managed Futures Association, the Staff articulated the
analysis required to determine the primary business of a commodity pool very
clearly.

                  "Many commodity pools that are held out to the public as such
                  can meet the definition of investment company in Section
                  3(a)(3) in view of the nature of their business. A commodity
                  pool that meets the definition of investment company in
                  Section 3(a)(3) nonetheless may be excluded by Section 3(b) of
                  the Investment Company Act. Section 3(b)(1) excludes from the
                  definition of investment company any issuer engaged primarily
                  in a business or businesses other than investing, reinvesting,
                  owning, holding or trading in securities, either directly or
                  through wholly-owned subsidiaries.

                  In Tonopah Mining Co. of Nevada ("Tonopah"), the Commission
                  adopted a five factor analysis for determining an issuer's
                  primary business for purposes of assessing the issuer's status
                  under the Investment Company Act. Although the Commission
                  decided Tonopah under Section 3(b)(2) of the Investment
                  Company Act, the same factors are relevant to determining an
                  issuer's primary business under Section 3(b)(1). These factors
                  are: (1) the company's historical development; (2) its public
                  representations of

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SIDLEY AUSTIN BROWN & WOOD LLP                                           CHICAGO

Mr. Owen Pinkerton
Ms. Amanda McManus
United States Securities and
  Exchange Commission
August 9, 2005
Page 6

                  policy; (3) the activities of its officers and directors; (4)
                  the nature of its present assets; and (5) the source of its
                  present income. In Tonopah, the Commission accorded the fourth
                  and fifth factors the most weight.

                  The staff has recognized that a commodity pool's balance sheet
                  may not necessarily be a useful indicator of the pool's
                  primary business for purposes of assessi