Ex 99(k)(ii)
Expense Limitation Agreement
As of January 20, 2003
Managers of Man-Glenwood Lexington, LLC
Managers of Man-Glenwood Lexington Associates Portfolio, LLC
With reference to the Investment Advisory Agreement and Services Agreement
proposed to be entered into by Glenwood Capital Investments, L.L.C. (the
"Adviser") with Man-Glenwood Lexington Associates Portfolio, LLC (the
"Portfolio") and Man-Glenwood Lexington, LLC ("Lexington"), respectively, we
hereby notify you as follows:
1. Through December 31, 2004, the Adviser agrees to limit the total
annualized expenses (excluding fees and expenses of underlying funds)
of Lexington and the Portfolio to the amount of 3.0% of net assets
attributable to beneficial interests in the Lexington and the
Portfolio.
2. After December 31, 2004, this Expense Limitation Agreement shall
automatically renew for one-year terms and may be terminated by the
Adviser, Lexington 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 ACCEPTED AND AGREED TO
ON BEHALF OF MAN-GLENWOOD ON BEHALF OF MAN-GLENWOOD
LEXINGTON ASSOCIATES LEXINGTON, LLC:
PORTFOLIO, LLC:
By: By:
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Name: Name:
Title: Title:
