Exhibit (k)(i)
SERVICES AGREEMENT
by and between
GLENWOOD CAPITAL INVESTMENTS, L.L.C.
and
MAN-GLENWOOD LEXINGTON TEI, LLC
AGREEMENT, made as of the 13th day of January, 2004, by and between
GLENWOOD CAPITAL INVESTMENTS, L.L.C., an Illinois limited liability company (the
"Administrator"), and MAN-GLENWOOD LEXINGTON TEI, LLC, a Delaware limited
liability company (the "Fund").
RECITALS
WHEREAS, the Administrator and its affiliates are in the business of
providing services to registered and unregistered investment companies; and
WHEREAS, the Fund wishes to retain the Administrator to provide various
services relating to the operations of the Fund pursuant to this Agreement and
the Administrator wishes to provide such services;
NOW THEREFORE, in consideration of the terms and conditions herein
contained, the parties agree as follows:
1. Appointment of the Administrator.
(a) The Fund hereby retains the Administrator to provide and the
Administrator hereby agrees to provide the following services to the Fund:
(i) legal and accounting support services;
(ii) the provision of office space, telephone and
utilities;
(iii) the general supervision of the entities which are
retained by the Fund to provide accounting services,
investor services and custody services to the Fund;
(iv) assisting in the drafting and updating of the Fund's
registration statement, including its prospectus and
statement of additional information;
(vi) reviewing, approving and assisting in the preparation
of regulatory filings with the Securities and
Exchange Commission (the "Commission") and state
securities regulators and other Federal and state
regulatory authorities;
(vi) preparing reports to and other informational
materials for members of the Fund ("Members") and
assisting in the preparation of proxy statements and
other Member communications;
(vii) monitoring the Fund's compliance with Federal and
state regulatory requirements (other than those
relating to investment compliance);
(viii) reviewing accounting records and financial reports of
the Fund, assisting with the preparation of the
financial reports of the Fund and acting as liaison
with the Fund's administrator, legal counsel and
independent auditors;
(ix) assisting in the preparation and filing of Fund tax
returns;
(x) assisting coordinating and organizing meetings of the
Board of Managers of the Fund (the "Board") and
meetings of Members as may be called by the Board
from time to time;
(xi) preparing materials and reports for use in connection
with meetings of the Board;
(xii) maintaining and preserving those books and records of
the Fund not otherwise required to be maintained by
the Fund's other administrator or custodian;
(xiii) reviewing and arranging for payment of the expenses
of the Fund;
(xiv) assisting the Fund in conducting periodic repurchases
of interests in the Fund ("Units"); and
(xv) such other services that the Fund and Administrator
shall agree to from time to time.
(b) The Administrator is authorized to utilize the services of its
affiliates and agents and their respective officers and employees in providing
any of the services required to be provided by the Administrator under this
Agreement.
2. The Administrator Fee; Reimbursement of Expenses.
(a) In consideration for the provision by the Administrator of its
services under this Agreement, the Fund will pay the Administrator a quarterly
fee computed at the annual rate of 0.25% of the aggregate value of outstanding
Units determined as of the last day of each month (the "Administrator Fee"),
before repurchases of Units. The Administrator Fee shall be paid promptly after
the end of each quarter.
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(b) The Administrator is responsible for bearing all costs and
expenses associated with the provision of its services hereunder. The Fund shall
pay all other expenses associated with the conduct of its business.
3. Liability of the Administrator.
To the extent consistent with applicable law, the Administrator shall
not be liable for any loss sustained by reason of good faith errors or omissions
of the Administrator or any affiliate of the Administrator, or their respective
directors, officers or employees, in connection with any matters to which this
Agreement relates; provided, however, that nothing in this Agreement shall be
deemed to protect the Administrator from willful misfeasance, bad faith or gross
negligence in the performance of its duties, or reckless disregard of its
obligations and duties under this Agreement.
4. Liability of Managers and Members.
The Administrator understands and agrees that the obligations of the
Fund under this Agreement are not binding upon any Member or person serving on
the Board ("Manager") of the Fund personally, but bind only the Fund and the
Fund's property; the Administrator represents that it has notice of the
provisions of the Limited Liability Company Agreement of the Fund disclaiming
Member and Manager liability for acts and obligations of the Fund.
5. Duration.
This Agreement will take effect on the date first set forth above.
Unless earlier terminated pursuant to paragraph 6 or 7 hereof, this Agreement
shall remain in effect for a period of two (2) years from such date and
thereafter from year to year, so long as such continuance shall be approved at
least annually by (a) by either the Board or by vote of a majority of the
outstanding voting interests (as defined in the 0000 Xxx) of the Company, and
(b) in either event by the vote of a majority of the Board managers who are not
parties to this Agreement or "interested persons" (as defined in the 1940 Act),
of any such party, cast in person at a meeting called for the purpose of voting
on such approval.
6. Assignment or Amendment.
Any amendment to this Agreement shall be in writing and shall be
subject to the approval of the Board, including the vote of a majority of the
Managers who are not "interested persons," as defined by the Investment Company
Act and the rules thereunder. This Agreement shall automatically and immediately
terminate in the event of its "assignment," as defined in the Investment Company
Act and the rules thereunder.
7. Termination.
This Agreement may be terminated (i) by the Administrator at any time
without penalty upon sixty days' written notice to the Fund (which notice may be
waived by the Fund); or (ii) by
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the Fund at any time without penalty upon sixty days' written notice to the
Administrator (which notice may be waived by the Administrator).
8. Certain Records.
The Administrator will maintain certain records in connection with its
duties pursuant to this Agreement. Any records required to be maintained and
preserved pursuant to Rules 31a-1 and 31a-2 under the Investment Company Act
that are prepared or maintained by the Administrator on behalf of the Fund shall
be prepared and maintained at the expense of the Administrator, but shall be the
property of the Fund and will be made available to or surrendered promptly to
the Fund on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Fund and follow the Fund's
instructions as to permitting or refusing such inspection; provided that the
Administrator may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so, unless
(incases involving potential exposure only to civil liability) the Fund has
agreed to indemnify the Administrator against such liability.
9. Choice of Law.
This Agreement shall be governed by the laws of the State of Illinois
applicable to agreements made and to be performed entirely within the State of
Illinois (without regard to any conflicts of law principles thereof). Any
question of interpretation of any term or provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the Investment
Company Act shall be resolved by reference to such term or provision of the
Investment Company Act and to interpretations thereof, if any, by the United
States courts or, in the absence of any controlling decision of any such court,
by rules, regulations or orders of the Commission issued pursuant to the
Investment Company Act. In addition, where the effect of a requirement of the
Investment Company Act reflected in any provision of this Agreement is revised
by rule, regulation or order of the Commission, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
GLENWOOD CAPITAL INVESTMENTS, L.L.C.
By:
____________________________________
Name:
Title:
MAN-GLENWOOD LEXINGTON TEI, LLC
By:
____________________________________
Name:
Title:
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