Exhibit (k)(vi)
FORM OF EXPENSE LIMITATION AGREEMENT
As of [________], 2006
Managers of Man-Glenwood Lexington TEI, LLC
Managers of Man-Glenwood Lexington Associates Portfolio, LLC
With reference to the Investment Advisory Agreement entered into by Glenwood
Capital Investments, L.L.C. (the "Adviser") with Man-Glenwood Lexington
Associates Portfolio, LLC (the "Portfolio") and the Services Agreement proposed
to be entered into by the Adviser with Man-Glenwood Lexington TEI, LLC ("TEI"),
respectively, we hereby notify you as follows:
1. Through December 31, 2007, the Adviser agrees to limit the total
annualized expenses (excluding fees and expenses of underlying funds)
of (i) Class A units of TEI and (ii) the Portfolio to the amount of
3.0% of net assets attributable to Class A units of TEI and the
Portfolio, respectively.
2. Through December 31, 2007, the Adviser agrees to limit the total
annualized expenses (excluding fees and expenses of underlying funds)
of Class I units of TEI to the amount of 2.0% of net assets
attributable to Class I units of TEI.
3. After December 31, 2007, this Expense Limitation Agreement shall
automatically renew for successive one-year terms and may be
terminated by the Adviser, TEI or the Portfolio upon thirty (30) days'
prior written notice to the other party.
Very truly yours,
GLENWOOD CAPITAL INVESTMENTS, L.L.C.
By: __________________________________
Name:
Title:
ACCEPTED AND AGREED TO ON BEHALF ACCEPTED AND AGREED TO ON BEHALF OF
OF MAN-GLENWOOD LEXINGTON ASSOCIATES MAN-GLENWOOD LEXINGTON TEI, LLC:
PORTFOLIO, LLC:
By: By:
---------------------------- -------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Secretary Title: Secretary