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SIDLEY AUSTIN LLP BEIJING GENEVA SAN FRANCISCO
[SIDLEY AUSTIN LLP LETTERHEAD] ONE SOUTH DEARBORN BRUSSELS HONG KONG SHANGHAI
CHICAGO, IL 60603 CHICAGO LONDON SINGAPORE
(312) 853 7000 DALLAS LOS ANGELES TOKYO
(312) 853 7036 FAX FRANKFURT NEW YORK WASHINGTON, DC
FOUNDED 1866
August 24, 2006
Mr. Owen Pinkerton
Senior Counsel
Ms. Amanda McManus
Attorney-Advisor
United States Securities and
Exchange Commission
100 "F" Street, N.W.
Washington, D.C. 20549
Re: Man-AHL 130, LLC (the "Pool")
Registration Statement on Amendment No. 4 to Form S-1
Filed August 24, 2006
File No. 333-126172
Dear Mr. Pinkerton:
We thank the Staff for its May 15, 2006 comment letter on the
above referenced filing. The following are the Staff's comments -- repeated
verbatim for your convenience of reference -- followed by our responses. In many
cases, of course, the responses refer to a corresponding change in Amendment No.
4 to the Registration Statement filed hereto.
General
1. The Division of Investment Management is currently
reviewing your filing and will contact you separately
concerning that review and any additional comments.
We have received confirmation from Ms. Susan Olson, the Staff
Member from the Division of Investment Management with whom we have been
dealing, confirming that the Pool will not be considered an "investment company"
subject to the registration and other requirements of the Investment Company Act
of 1940 (the "Company Act") and that the Division of Investment Management has
no further questions or comments with respect to the Pool.
2. We received your sales materials on May 10, 2005 and
will contact you separately with any comments or
questions.
We thank you for your review of the sales material. We have
revised the sales material and will resubmit the updated sales material
separately.
Sidley Austin LLP is a limited liability partnership practicing in
affiliation with other Sidley Austin partnerships
[SIDLEY AUSTIN LLP LETTERHEAD]
August 24, 2006
Page 2
AHL Diversified Program, page 26
3. We have reviewed your revisions in response to prior
comment 10. It is still not clear why you have chosen
to include separate tables showing the performance of
Man-AHL (USA) Corp. and later run by Man-AHL (USA)
Limited. Since the charts do not show discrete
periods of time, and since the chart on page 29
includes information that is repeated on page 26, we
continue to believe that the charts could be combined
so that investors are more easily able to understand
the performance history of the AHL Diversified
Program. If you choose to retain separate graphs,
please advise us as to why the graph on page 29
contains performance data that overlaps with the
chart on page 26. In other words, if the distinction
is that the chart on page 29 shows performance of
accounts managed by Man-AHL (USA) Corp., it would
appear that the chart should only extend through
December 2004. Please revise or advise.
In an attempt to make the document more clear for investors,
we have revised the Prospectus as suggested to include only one table, found on
page 27 of the Prospectus. The table on page 27 reflects the composite results
of all accounts available to U.S. investors traded pursuant to the AHL
Diversified Program from January 2001 through June 2006, the time period
required by CFTC Rule 4.25(a)(1)(ii).
Part Two -- Statement of Additional Information
4. We refer to the chart on page 72 that shows
supplemental performance of the AHL Diversified
Program April 3, 1998 - December 31, 2005. Please
disclose how you calculate the "annualized
volatility" and disclose the time period represented
by "worst drawdown." With respect to the latter, if
this shows the worst peak-to-valley drawdown,
disclose this and disclose the dated of drawdowns.
Finally, the drawdown for AHL appears to differ from
the worst peak-to-valley drawdown disclosed on page
29. Please revise to explain this apparent
inconsistency. This comment also refers to similar
disclosure found on pages 75 and 81.
We have revised the footnotes to those charts which include
"annualized volatility," found on pages 90, 92 and 96, to include the following
footnote regarding "annualized volatility":
"Annualized volatility is standard deviation on a
yearly basis. Standard deviation is a widely used
measurement of risk, representing volatility derived
by calculating the square root of the variance of the
returns of an investment from their arithmetic mean."
We additionally revised the footnotes to all of the charts in
the Statement of Additional Information to indicate the periods of the worst
peak-to-valley drawdown.
[SIDLEY AUSTIN LLP LETTERHEAD]
August 24, 2006
Page 3
The appearance of a difference between the worst peak-to-valley drawdown
presented in the performance information for the AHL Diversified Program on page
27 of the Prospectus (17.96%) and that which is presented on page 90 (18.0%)
occurs merely as a matter of rounding. In the performance presented on page 27,
results are rounded to the second decimal place, whereas the performance
presented on page 90 is rounded to the first decimal place. The information
presents the same performance and is not intended to present differing results.
5. We refer to the Man-Glenwood Lexington and
Man-Glenwood Lexington TEI charts found on page 83.
We note that the worst monthly and peak-to-valley
drawdowns are from periods not included in the
charts. If you choose to only include performance
data for the years 2000-2005, please revise to
include drawdown data for this time period as well.
Alternatively, if you choose to retain this
disclosure please include capsule performance for the
entities since inception.
We have revised the disclosure to present the worst monthly
and peak-to-valley drawdowns for the time period presented in the performance
charts, the revised disclosure is found on page APP-2 of the Appendix to the
Prospectus.
Financial Statements and Notes
6. We have reviewed your response to comment 18. The
inclusion of unaudited statements for the period of
inception through May 20, 2005 (the date of the
audited balance sheet) does not comply with the
requirements in Rule 3-02 of Regulation S-X and SFAS
95. In your next amendment please revise accordingly
to provide audited information for the appropriate
periods.
We have revised the Prospectus to include the Pool's March 31,
2006 audit, which provides audited statements for the period of inception
through March 31, 2006 and unaudited statements from April 1, 2006 through July
31, 2006.
Part II
Undertakings, page II-3
7. Please remove the undertakings that do not apply to
the pool. For example, undertakings (A) and (B)
relate to S-8 and S-3/F-3 offerings which are not
applicable to the pool. In addition, since the
offering is not a firm commitment underwritten
offering, the undertaking that references Section
430A should be removed.
We have revised the undertakings to remove any that do not
apply to the Pool and to remove the undertaking that references Section 430A.
[SIDLEY AUSTIN LLP LETTERHEAD]
August 24, 2006
Page 4
Exhibits
8. We note that each of the forms of tax and legal
opinions provided refer only to Amendment No. 3 to
your registration statement. Please be advised that
if you file further amendments to your registration
statement you must also file new tax and legal
opinions referring to the most recent amendment to
the registration statement.
We are aware of the need to file updated legal and tax
opinions and have, accordingly, filed such revised opinions as exhibits to the
Registration Statement on Amendment No. 4 to Form S-1 filed August 24, 2006.
9. We note that counsel has limited its legal opinion to
the Delaware Limited Liability Company Act and the
Securities Act. Please have counsel confirm that
application of the Delaware Limited Liability Company
Act for this purpose includes applicable reported
judicial decision and provisions of the Delaware
Constitution.
We have revised our legal opinion to ensure application of the
Delaware Limited Liability Company Act as well as applicable reported judicial
decisions and provisions of the Delaware Constitution. The revised opinion has
been filed as an exhibit to the Registration Statement on Amendment No. 4 to
Form S-1 filed August 24, 2006.
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If it would be helpful or convenient for the Staff we would be
eager to confer with the Staff either in person or by telephone, in an effort to
resolve outstanding issues.
If the Staff has any questions or would like any further
information on this or related topics, please do not hesitate to call the
undersigned (312-853-7261) or Mr. James Biery (312-853-7557).
Sincerely,
David R. Sawyier