Exhibit (h)(ii)
SELLING AGREEMENT
by and between
MAN INVESTMENTS INC.
And
______________
This Selling Agreement is made as of the ____ day of
__________, 200__, by and between Man Investments Inc. ("Man") and
______________ (the "Selling Agent").
RECITAL
WHEREAS, several collective investment vehicles organized or
to be organized to trade and invest in securities, commodities and other
financial instruments, as listed on Schedule A and Schedule B attached hereto,
as such schedules may be amended by Man at any time and from time to time (the
"Funds") desire to retain Man as distributor of securities of such Funds;
WHEREAS, Man has been retained by those Funds, which include
investment companies registered under the Investment Company Act of 1940, as
amended (the "1940 Act") (such investment companies are referred to herein as
"Registered Funds" and are listed on Schedule A; other Funds are referred to
herein as "non-Registered Funds" and are listed on Schedule B), or by the
general partners, investment advisers, and/or sponsors (the "Sponsors") of those
Funds;
WHEREAS, each Fund offers, sells and issues beneficial
ownership interests in such Fund ("Interests") for sale either in an offering (a
"private offering") exempt from registration under the Securities Act of 1933,
as amended, pursuant to Section 4(2) thereof and Regulation D promulgated
thereunder (together, the "1933 Act") or in a public offering that is registered
under the 1933 Act;
WHEREAS, the Selling Agent has agreed to assist, as
non-exclusive selling agent, in the offer and sale of Interests in the Funds on
a reasonable efforts basis without any firm underwriting commitment;
NOW, THEREFORE, for and in consideration of the premises and
the mutual covenants and agreements hereinafter contained, the parties hereto
hereby agree as follows:
Section 1. Representations and Warranties of Man.
Man represents and warrants to the Selling Agent as follows:
(a) All action required to be taken by each Fund as a
condition to the sale of the Interests to qualified subscribers therefor has
been, or prior to each month-end or quarter-end
closing, if applicable and as the case may be, will have been, taken; and, upon
payment of the consideration therefor specified in all accepted subscription
agreements or applications for purchases of Interests (collectively, the
"Subscription Agreements"), the Interests will constitute valid interests in the
relevant Fund. The description of the Interests in the relevant Fund's current
offering document, including, as applicable, any private placement memorandum,
prospectus, or other similar document (as amended or supplemented from time to
time, the "Offering Document"), is accurate and complete in all material
respects.
(b) Each Fund is duly organized pursuant to and validly
existing under the laws of the state in which it was formed or organized, with
full power and authority to engage in the trading described in its Offering
Document.
(c) Man is duly organized, validly existing and in good
standing under the laws of the State of New York.
(d) Man has full power and authority under applicable law
to perform its obligations under this Agreement.
(e) As of the date of each Offering Document, the
Offering Document complies in all material respects with the applicable
provisions of the Commodity Exchange Act ("CEA"), the 1933 Act, the 1940 Act and
the disclosure regulations issued thereunder and does not contain any material
misstatement or omission.
(f) Man has duly and validly authorized, executed and
delivered this Agreement, and this Agreement shall constitute binding and
enforceable obligations of Man in accordance with its terms.
(g) The execution and delivery of this Agreement, the
incurrence of the obligations set forth in this Agreement and the consummation
of the transactions contemplated herein and in the Offering Document will not
constitute a breach of or default under any instrument by which Man is bound or
any order, rule or regulation applicable to Man of any court or any governmental
body or administrative agency having jurisdiction over Man.
(h) Man has all Federal and state governmental,
regulatory and exchange approvals and licenses, and has effected all filings and
registrations with Federal and state governmental agencies, required to conduct
its business and to act as described in this Agreement or required to perform
its obligations as described under this Agreement (including, without
limitation, registration as a broker-dealer with the Securities and Exchange
Commission ("SEC") and membership in the National Association of Securities
Dealers, Inc. ("NASD") and registration as an introducing broker or commodity
trading advisor with the Commodity Futures Trading Commission ("CFTC") and
membership in the National Futures Association ("NFA") in that capacity).
(i) Each Fund has all Federal or state governmental,
regulatory or exchange approvals or licenses, if any, and has effected all
filings or registrations with Federal or state governmental agencies, if any,
required in order to conduct its business and to act as contemplated by the
relevant Offering Document and to issue and sell the Interests.
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(j) None of the Sponsors of each of the Funds nor any of
the members, directors, officers or beneficial owners of ten percent or more of
any class of equity securities of any Sponsor is subject to any statutory
disqualification relating to the offer or sale of securities.
Section 2. Offering and Sale of Interests and Provision of
Ongoing Services; Representations, Warranties and Covenants of the Selling
Agent.
(a) The Selling Agent hereby is appointed as a
non-exclusive selling agent of the Funds listed on Schedule A and Schedule B
hereto during the term herein specified for the purpose of finding acceptable
subscribers for Interests. Subject to the performance by Man of its obligations
to be performed hereunder and to the completeness and accuracy in all material
respects of all the representations and warranties of Man contained herein, the
Selling Agent hereby accepts such agency and agrees on the terms and conditions
set forth herein and in each relevant Offering Document to use reasonable
efforts during the term hereof to find acceptable subscribers for the Interests
and to introduce such subscribers to the Funds. It is understood that the
Selling Agent has no commitment with regard to the sale of the Interests other
than to use reasonable efforts. It is understood that the Selling Agent's
agreement to use reasonable efforts to find acceptable subscribers for the
Interests shall not prevent it from acting as a selling agent or underwriter for
the securities of other issuers which may be offered or sold during the term
hereof. The agency of the Selling Agent hereunder shall continue until the
termination of this Agreement.
(b) Subject to the performance by Man of its obligations
to be performed hereunder and to the completeness and accuracy in all material
respects of all the representations and warranties of Man contained herein, the
Selling Agent hereby accepts and agrees on the terms and conditions set forth
herein and in each relevant Offering Document of the Funds listed on Schedule A
and Schedule B to provide ongoing services ("Ongoing Services") to those
acceptable subscribers for the Interests referenced in subparagraph (a) above
who become investors in the Funds for the duration of their investments in the
Funds. Ongoing Services shall include, without limitation: advising investors of
the respective net asset values of their Interests and the relevant Funds;
advising investors with respect to making additional capital contributions to or
investments in the Funds or redemptions or repurchases of Interests; providing
information to investors regarding general market conditions; providing
investors with prospectuses, statements of additional information (if
requested), annual and interim reports, proxy solicitation materials, tender
offer materials, privacy policies, and any other materials required under
applicable law; handling inquiries from such investors regarding the Fund,
including but not limited to questions concerning their investments in the Fund,
capital account balances, and reports and tax information provided by the Fund;
assisting Man in the enhancement of relations and communications between such
investors and the Fund; assisting Man in the establishment and maintenance of
such investors' accounts with the Fund; assisting Man in the maintenance of Fund
records containing such investor information, such as changes of address;
providing such other information and liaison services as Man may reasonably
request; and other matters as agreed upon by Man and Selling Agent from time to
time.
(c) As compensation for the Selling Agent's services in
finding and introducing to the Fund acceptable subscribers hereunder, the
Selling Agent shall receive from Man or the Fund, as the case may be,
commissions with respect to Interests sold by the Selling
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Agent and outstanding ("Eligible Interests") in the amounts set forth next to
each relevant Fund's name on Schedule A and Schedule B hereto. When applicable,
as compensation for the Selling Agent's provision of Ongoing Services hereunder
to holders of Eligible Interests, Selling Agent shall receive from Man investor
servicing fees with respect to Eligible Interests in the amount set forth next
to each relevant Fund's name on Schedule A and Schedule B hereto, determined as
of the last day of each calendar month and paid quarterly (before repurchases).
Such compensation will be paid in respect of Eligible Interests outstanding at
the end of each quarter as soon as practicable after Man has received its
compensation at the end of such quarter. Man may discontinue paying compensation
to the Selling Agent if, at any time, (i) the Selling Agent is not appropriately
registered in all capacities necessary to receive such compensation or (ii) the
Selling Agent breaches any representation, warranty or covenant contained in
this Agreement, as determined by Man in its sole discretion. Subject to the
discontinuance of payments pursuant to clauses (i) and (ii) in the previous
sentence, Selling Agent shall continue to receive compensation for the provision
of Ongoing Services to holders of Eligible Interests notwithstanding the
termination of this agreement.
All subscriptions are subject to acceptance or rejection, in
whole or in part, in the sole discretion of each Fund or its Sponsor, as
applicable, and no compensation shall be due in respect of rejected
subscriptions.
Notwithstanding the foregoing, the Selling Agent shall not be
entitled to any compensation in respect of a sale to any investor if Man
determines that another authorized selling agent of the Fund is primarily
responsible for or should otherwise be credited with such sale. In making this
determination, Man will endeavor to act fairly. Any dispute regarding
compensation shall be conclusively resolved by Man.
(d) In connection with the offer and sale of Interests
and the provision of Ongoing Services to investors in the Funds, the Selling
Agent represents to Man that (i) it and all of its personnel involved in the
activities contemplated hereunder have complied and will comply fully with the
instructions of Man and all applicable laws (including, but not limited to, the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), the 1933 Act,
the 1940 Act, the CEA, the Securities Exchange Act of 1934, as amended (the
"1934 Act")) and the rules of the NASD, SEC, CFTC, NFA, the Federal Reserve
Board, state securities administrators and any other regulatory or
self-regulatory body, (ii) it and all of its personnel involved in the
activities contemplated hereunder have all governmental, regulatory and
self-regulatory registrations, approvals, memberships and licenses required to
perform its obligations under this Agreement and to receive compensation
therefor (including registration as a broker-dealer with the SEC and with the
relevant regulatory authority in each state in which it will solicit investors
and appropriate registration with the CFTC) and it will maintain all such
registrations, approvals, memberships and licenses during the term of this
Agreement and for such time as the Selling Agent shall receive compensation
hereunder, (iii) it is validly existing in the state in which it was organized
and has full power and authority to perform its obligations under this
Agreement, (iv) this Agreement has been duly and validly authorized, executed
and delivered on its behalf and constitutes its binding and enforceable
obligation in accordance with its terms, (v) the execution and delivery of this
Agreement, the incurrence of the obligations herein set forth and the
consummation of the transactions contemplated herein and in each Offering
Document will not constitute a breach of, or default under, its organizational
or charter documents, under any
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instrument by which it is bound or under any order, rule or regulation
applicable to it or any court or any governmental body or administrative agency
having jurisdiction over it, and (vi) neither the Selling Agent nor any of its
officers, directors or principals is a person who (1) is subject to an SEC order
issued under Section 203(f) of the Advisers Act, (2) has been convicted within
the previous 10 years of any felony or misdemeanor involving conduct described
in Section 203(e)(2)(A)-(D) of the Advisers Act, (3) has been found by the SEC
to have engaged, or has been convicted of engaging in any of the conduct
specified above, (4) is subject to any order, judgment or decree issued by the
SEC pursuant to Section 203(e)(3) of the Advisers Act, or (5) is disqualified by
statute from being involved, directly or indirectly, in the private placement of
securities. The Selling Agent agrees to notify Man promptly if any change occurs
which would make the any of the above representations inaccurate or incomplete.
The Selling Agent agrees not to solicit investment from or
recommend the purchase of Interests to any prospective subscriber unless the
Selling Agent has reasonable grounds to believe, on the basis of information
obtained from the prospective subscriber concerning, among other things, the
prospective subscriber's investment objectives, other investments, financial
situation and needs, that (i) the prospective subscriber can afford to bear the
risk of a total loss of the subscriber's investment in the Fund, (ii) the
prospective subscriber has sufficient financial knowledge and experience to be
capable of evaluating the risks and merits of an investment in the Fund (either
alone or together with such subscriber's financial adviser(s), other than the
Selling Agent), (iii) the prospective subscriber qualifies as an acceptable
subscriber on the basis set forth in the relevant Offering Document and
Subscription Agreements relating to that Fund, is not on the List of Specially
Designated Nationals and Blocked Persons published by the Office of Foreign
Assets Control of the United States Department of Treasury, as such list may be
amended from time to time, and does not reside or have a business in any
jurisdiction identified by the Office of Foreign Assets Control, and (iv) an
investment in Interests is suitable for the subscriber. The Selling Agent shall
certify in writing that it has made all such determinations in each Subscription
Agreement it submits to a Sponsor in respect of a prospective subscriber;
provided, however, that such determinations shall not be binding on Man or any
Sponsor.
(e) The provisions of this subparagraph (e) apply to
Interests of Registered Funds only.
The Selling Agent agrees that it will offer and sell such
Interests only at the public offering price as described in the Registered
Fund's Offering Document. The Selling Agent further specifically agrees that, if
an investor qualifies for a reduced sales charge, the Selling Agent will offer
and sell Interests to that investor at the reduced sales charge.
The Selling Agent agrees that it will purchase Registered Fund
Interests only to cover purchase orders that it has already received from
investors or for its own bona fide investment. The Selling Agent agrees that it
will not withhold placing orders received from investors so as to profit as a
result of such withholding.
The Selling Agent also agrees to repurchase from investors
Registered Fund Interests at their net asset value as determined in accordance
with the Registered Fund's Offering Document.
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(f) The Selling Agent agrees that in connection with its
solicitation of prospective subscribers with respect to non-Registered Funds, it
will provide each prospective subscriber with: (i) a current copy of each
relevant Offering Document, including all exhibits, attachments and appendices
thereto and the most recent audited financial statements of the Fund (if any);
(ii) a current copy of the Fund's privacy policy (if any); and (iii) if the
Sponsor is registered as an investment adviser under the Advisers Act, which
shall be set forth on Schedule B hereto, the most recent copy of the Sponsor's
Form ADV, Part II, as required by Rule 204-3 under the Advisers Act, or such
other written disclosure statement that satisfies Rule 204-3, as provided by the
Sponsor to the Selling Agent. With respect to a Registered Fund, the Selling
Agent agrees to deliver to each investor, at or prior to the completion of a
purchase of Fund Interests, a copy of the Fund's current prospectus, the current
privacy policy of the Fund, and, if requested, the Fund's current statement of
additional information. Man agrees to provide the Selling Agent, at each
relevant Fund's expense, such number of the foregoing documents as the Selling
Agent may require to fulfill its obligations to distribute such documents to
prospective subscribers. In addition, the Selling Agent agrees that, with
respect to each non-Registered Fund, it shall maintain a list containing the
names of all prospective subscribers to which it provides an Offering Document
and the "number" assigned to the Offering Document provided to each such
prospective subscriber and shall make such list available to Man at any time
upon request by Man.
(g) Neither the Selling Agent nor Man shall, directly or
indirectly, pay or award any finder's fees, commissions or other compensation to
any person engaged by a potential investor for investment advice as an
inducement to such advisor to advise or recommend the purchase of Interests;
provided, however, the normal sales commissions payable to a registered
broker-dealer or other properly licensed person for selling Interests shall not
be prohibited hereby.
(h) The Selling Agent shall not accept compensation from
any person or entity other than Man in respect of the sale of Interests.
(i) The Selling Agent may engage a sub-agent to assist it
in the sale of Interests with the prior written consent of Man. The Selling
Agent, and not Man or any Fund or Sponsor, shall be responsible for all actions
and omissions of and all compensation for any sub-agent. The Selling Agent shall
be solely and exclusively responsible for satisfaction of its duties hereunder
and for compliance with all legal and regulatory requirements applicable to its
activities and the supervision of the activities of its agents, servants,
employees, partners and principals, including, without limitation, registration
of all persons required to be registered and sub-agent compliance with the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 and applicable Federal anti-money
laundering regulations, including steps to verify the identity of prospective
subscribers ("AML Laws, Regulations and Policies"). For the purposes of this
Agreement, all actions and omissions of a sub-agent with respect to Interests of
a Funds shall be deemed to have been made by the Selling Agent.
(j) The Selling Agent shall not utilize any solicitation
material regarding any Fund except solicitation material approved in writing in
advance or prepared by Man and shall not make any oral or written
representations to investors or prospective investors not contained
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in such solicitation material, in each case unless approved in writing in
advance by Man. The Selling Agent shall not employ any general means of
solicitation (e.g., no cold calls, large group meetings, seminars or
advertisements); notwithstanding the foregoing, such activities are permitted
with respect to Registered Funds, and may be permitted with respect to other
public offerings registered under the 1933 Act provided that any such activities
are approved in writing in advance by Man. In performing its services hereunder,
the Selling Agent shall have no authority to bind Man, any Sponsor or any Fund
in any way, unless consented to in writing in advance by the person to be so
bound.
(k) The Selling Agent shall maintain the confidentiality
of all information regarding any investor disclosed to the Selling Agent by Man,
a Fund or a Sponsor and shall not use or disclose any such information other
than to carry out the purposes for which the information is disclosed,
including, without limitation, for the Selling Agent to provide Ongoing Services
to such investors and for the Selling Agent to carry out its obligations
hereunder in the ordinary course of its business.
(l) Notwithstanding anything to the contrary in this
Selling Agreement, the Selling Agent: (i) maintains anti-money laundering
policies that comply with AML Laws, Regulations and Policies; (ii) complies with
such AML Laws, Regulations and Policies; (iii) will promptly deliver to Man's
Money Laundering Reporting Officer notice of any such AML Laws, Regulations and
Policies violation, suspicious activity, suspicious activity investigation or
filed Suspicious Activity Report that relates to any prospective subscriber for,
or purchaser of, Fund Interests; and (iv) will cooperate with Man and deliver
information reasonably requested by Man concerning subscribers that purchased
Interests sold by Selling Agent necessary for Man or its affiliates to comply
with such AML Laws, Regulations and Policies.
(m) The Selling Agent agrees that, with respect to any
accounts opened or maintained pursuant to Fund/SERV, the Networking System,
Defined Contribution and Clearing Service ("DCCS") or a similar system of the
National Securities Clearing Corporation ("NSCC"), the Selling Agent will comply
with all applicable NSCC rules and procedures and any agreement or other
arrangement with Man relating to FundSERV, Networking, or DCCS.
Section 3. Covenants of Man.
(a) Man will notify the Selling Agent of any material
criminal, civil or administrative proceedings against or involving Man or any
Fund or of the issuance by any Federal or state regulatory body of any order
suspending the effectiveness of the registration or NASD or NFA membership of
Man.
(b) Man will furnish to the Selling Agent a copy of each
amendment or supplement to any Offering Document or of any other document,
including any annual or interim report, proxy solicitation materials, tender
offer materials, privacy policy, or other document, as from time to time is
required by, or is necessary, in the relevant Sponsor's opinion, to comply with,
the 1933 Act, the 1934 Act, the 1940 Act, the CEA, or other applicable law.
7
Section 4. Indemnification.
Man shall indemnify, hold harmless and defend the Selling
Agent and its employees, principals, stockholders, directors, officers, and
agents and their respective successors and assigns, from and against any loss,
liability, claim, demand, damage, cost, and expense, joint or several (including
reasonable attorneys' and accountants' fees and expenses and including any
investigatory, legal and other expenses incurred in connection with, and any
amounts paid in, any settlement provided that in the case of a settlement Man
shall have approved such settlement), resulting from a demand, claim, lawsuit,
action or proceeding arising out of this Agreement or the offer and sale of
Interests, including any untrue statement or alleged untrue statement of a
material fact contained in an Offering Document, or the omission or alleged
omission therefrom of a material fact necessary to make the statements therein,
in light of the circumstances under which they are made, not misleading;
provided that Man shall not indemnify and hold harmless the Selling Agent, or
its employees, principals, stockholders, directors, officers, or agents for any
such loss, claim, damage, liability, cost or expense relating to, based upon, or
arising out of an act or omission by the Selling Agent, its employees,
principals, stockholders, directors, officers, or agents constituting
negligence, misconduct, a violation of law or a material breach of a
representation or covenant contained in this Agreement.
The Selling Agent shall indemnify, hold harmless, and defend
Man and each Fund and its Sponsor and their respective affiliates, employees,
principals, members, stockholders, managers, directors, officers, and agents,
and their respective successors and assigns, from and against any loss,
liability, claim, demand, damage, cost, and expense, joint or several (including
reasonable attorneys' and accountants' fees and expenses and including any
investigatory, legal and other expenses incurred in connection with, and any
amounts paid in, any settlement provided in the case of a settlement the Selling
Agent shall have approved such settlement), resulting from a demand, claim,
lawsuit, action or proceeding arising out of an act or omission by the Selling
Agent, its employees, principals, stockholders, managers, directors, officers or
agents constituting negligence, misconduct, a violation of law or a material
breach of a representation or covenant contained in this Agreement.
In no case shall an indemnifying party be liable under this
Agreement with respect to any claim made against any indemnified party unless
such indemnifying party shall be notified in writing of the nature of the claim
within a reasonable time after the assertion thereof, but failure so to notify
such indemnifying party shall not relieve such indemnifying party from any
liability which it may have otherwise than on account of this Agreement. Such
indemnifying party shall be entitled to participate at its own expense in the
defense or, if it so elects within a reasonable time after receipt of such
notice, to assume the defense of any suit so brought, which defense shall be
conducted by counsel chosen by it and satisfactory to the indemnified party or
parties, defendant or defendants therein. In the event that such indemnifying
party elects to assume the defense of any such suit and retain such counsel, the
indemnifying party or parties, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel thereafter retained by it or
them.
The foregoing agreements of indemnity shall be in addition to,
and shall in no respect limit or restrict, any other remedies which may be
available to an indemnified party. The foregoing indemnity provisions shall not
increase the liability of any investor to a Fund beyond
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the amount of such investor's capital and profits (exclusive of distributions or
other returns of capital, including redemptions).
Section 5. Payment of Expenses and Fees.
Man and the Selling Agent shall bear their own expenses
relating hereto (except as provided in Section 4).
Section 6. Conditions of Closing.
The obligations of each of the parties hereunder at each
closing date for the sale of Interests are subject to the accuracy of the
representations and warranties of the other parties hereto (which shall be
deemed to be repeated at each closing date), to the performance by such other
parties of their respective obligations hereunder and to the delivery of such
certificates and other documents as any party shall reasonably request.
Section 7. Status of Parties.
In selling Interests in each Fund, the Selling Agent is acting
solely as independent agent for Man and the Fund and not as principal.
Section 8. Representations, Warranties and Agreements to
Survive Closing.
All representations, warranties, indemnities, and agreements
contained in this Agreement or contained in certificates of any party hereto
submitted pursuant hereto shall remain operative and in full force and effect,
regardless of any investigation made by, or on behalf of, the Selling Agent or
Man, or any person who controls any of the foregoing, and shall survive each
closing date in the form restated and reaffirmed as of such closing date.
Section 9. Term and Termination.
This Agreement may be terminated with respect to a Fund by Man
or the Selling Agent at any time by such party giving ten-days' notice to the
other party hereto to such effect. The indemnity provisions of this Agreement
shall survive the termination of this Agreement with respect to any matter
covered by such indemnification. Selling Agent agrees to notify Man promptly and
immediately suspend sales of Fund Interests if (i) an application for a
protective decree under the provisions of the Securities Investor Protection Act
of 1970 is filed against Selling Agent; (ii) Selling Agent files a petition in
bankruptcy or a petition seeking similar relief under any bankruptcy,
insolvency, or similar law, or a proceeding is commenced against Selling Agent
seeking such relief; or (iii) Selling Agent ceases to be a member in good
standing of the NASD. Subject to the provisions of Section 2(b) hereof, the
termination of this Agreement shall not affect any obligations of Man to
compensate Selling Agent hereunder with respect to Interests sold prior to such
termination. The termination of this Agreement with respect to one Fund will not
cause its termination with respect to any other Fund.
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Section 10. Entire Agreement.
This Agreement constitutes the entire agreement between the
parties hereto with respect to the matters referred to herein, and no other
agreement, verbal or otherwise, shall be binding as between the parties unless
it shall be in writing and signed by the party against whom enforcement is
sought.
Section 11. Headings.
Headings to sections and subsections in this Agreement are for
the convenience of the parties only and are not intended to be a part of or to
affect the meaning of interpretation hereof.
Section 12. Amendment; Waiver.
This Agreement shall not be amended except by a writing signed
by the parties hereto. No waiver of any provision of this Agreement shall be
implied from any course of dealing between the parties hereto or from any
failure by any party hereto to assert its rights hereunder on any occasion or
series of occasions.
Section 13. Notices.
Any notice required or desired to be delivered under this
Agreement shall be in writing and shall be delivered by courier service, postage
prepaid mail, telecopy, telex, telegram or other similar means and shall be
effective upon actual receipt by the party to which such notice shall be
directed, addressed as set forth below (or to such other address as the party
entitled to notice shall hereafter designate in accordance with the terms
hereof):
if to Man:
MAN INVESTMENTS INC.
000 X. Xxxxxx Xxxxx
00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Legal Department
Fax: 312/000-0000
if to the Selling Agent:
________________________________
________________________________
________________________________
Attention: _________________
Fax: _______________________
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Section 14. Governing Law.
This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois, without regard to principles
of conflicts of law.
Section 15. Consent to Jurisdiction.
The parties hereto agree that any action or proceeding arising
directly, indirectly, or otherwise in connection with, out of, related to, or
from this Agreement, any breach hereof, or any transaction covered hereby, shall
be resolved, whether by arbitration or otherwise, within the City of Chicago and
State of Illinois. Accordingly, the parties consent and submit to the
jurisdiction of the federal and state courts and any applicable arbitral body
located within the City of Chicago and State of Illinois. The parties further
agree that any such action or proceeding brought by either party to enforce any
right, assert any claim, or obtain any relief whatsoever in connection with this
Agreement shall be brought by such party exclusively in the federal or state
courts, or if appropriate before any applicable arbitral body, located within
the City of Chicago and State of Illinois.
Section 16. Counterparts.
This Agreement may be executed in counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.
Section 17. Parties.
This Agreement shall inure to the benefit of and be binding
upon the Selling Agent, Man and each Fund and Sponsor and such parties'
respective successors to the extent provided herein. This Agreement and the
conditions and provisions hereof are intended to be and are for the sole and
exclusive benefit of the parties hereto and their respective successors, assigns
and controlling persons and parties indemnified hereunder, and for the benefit
of no other person, firm or entity. Notwithstanding the foregoing, this
Agreement may not be assigned or delegated by a party without the prior written
consent of the other party. No purchaser of an Interest shall be considered to
be a successor or assign solely on the basis of such purchase.
Section 18. Defined Terms.
Capitalized terms used herein, unless otherwise indicated,
shall have the meanings attributed to them in the relevant Offering Document.
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IN WITNESS WHEREOF, this Agreement has been executed for and
on behalf of the undersigned as of the day and year first written above.
MAN INVESTMENTS INC.
By: ______________________________
Name:
Title:
SELLING AGENT:
By: ______________________________
Name:
Title:
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SCHEDULE A: REGISTERED FUNDS
(as amended through ___________, 2004)
Fund Name Sponsor Name Commissions Ongoing Services Fee
--------- ------------ ----------- --------------------
1. Man-Glenwood Glenwood Capital Upfront sales load as Investor servicing fee
Lexington, LLC Investments, L.L.C. provided in the equal to 0.50% per
current prospectus annum of the Net
2. Man-Glenwood Asset Value per Unit
Lexington TEI, LLC of all Eligible
Interests, calculated
monthly and payable
quarterly
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SCHEDULE B: NON-REGISTERED FUNDS
(as amended through _______________, 2004)
Ongoing
Fund Name Sponsor Name Commissions Services Fee
--------- ------------ ----------- ------------
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