Exhibit (k)(v)
FORM OF CLASS I INVESTOR SERVICING AGREEMENT
by and between
MAN INVESTMENTS INC.
and
MAN-GLENWOOD LEXINGTON TEI, LLC,
on behalf of its Class I
AGREEMENT, made as of the [___] day of [______], 2006, by and between MAN
INVESTMENTS INC., ("Man") and MAN-GLENWOOD LEXINGTON TEI, LLC, a Delaware
limited liability company (the "Fund"), on behalf of its Class I limited
liability company interests ("Class I Units").
RECITALS
WHEREAS, Man and its affiliates are in the business of providing services
to registered and unregistered investment companies; and
WHEREAS, the Fund wishes to retain Man to facilitate, on behalf of Class I,
the provision by broker-dealers and financial advisers of personal investor
services and account maintenance services ("Investor Services") to members of
the Fund holding Class I Units ("Class I Members") that are customers of such
broker-dealers and financial advisers, and Man wishes to facilitate, on behalf
of Class I, the provision of Investor Services by broker-dealers and financial
advisers to their customers that are Class I Members;
NOW THEREFORE, in consideration of the terms and conditions herein
contained, the parties agree as follows:
Section 1. Appointment of Man.
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(a) The Fund hereby authorizes Man to supply Investor Services and retain
(i) broker-dealers and (ii) financial advisers whose clients purchase Class I
Units without a sales charge, each of which broker-dealer or financial adviser
has entered into an appropriate agreement with the Distributor to provide
Investor Services to Class I Members who are customers of such broker-dealers
and financial advisers (the "Service Providers"). Investor Services shall
include, but shall not be limited to:
(i) handling inquiries from Class I Members 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;
(ii) assisting in the enhancement of relations and communications
between Class I Members and the Fund;
(iii) assisting in the establishment and maintenance of Class I
Members' accounts with the Fund;
(iv) assisting in the maintenance of Fund records containing Class I
Member information, such as changes of address; and
(v) providing such other information and Class I Member liaison
services as may be reasonably requested by the Fund or Man.
Section 2. Investor Servicing Fee.
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The Fund will make no payments to Man in connection with its Investor
Services provided to Class I Members.
Section 3. Duties of Man.
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(a) Man agrees to retain the Service Providers to provide Investor
Services to Class I Members. Man may compensate such Service Providers for their
services from its own assets.
(b) Man shall report to the Board of Managers of the Fund (the "Board") at
least annually, or more frequently as requested by the Board, regarding: (i) the
nature of the Investor Services provided by the Service Providers with respect
to Class I Units; (ii) the amount of payments, if any, made by Man to such
Service Providers with respect to Class I Units; and (iii) the amount of
Investor Servicing Fees, if any, paid by the Fund with respect to Class I Units.
Section 4. Liability of the Fund.
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Man understands and agrees that the obligations of the Fund under this
Agreement are not binding upon any member of the Fund (a "Member") or any person
serving on the Board (a "Manager") personally, but bind only the Fund and the
Fund's property. Man represents that it has notice of the provisions of the
Fund's Limited Liability Company Agreement disclaiming Member and Manager
liability for acts and obligations of the Fund.
Section 5. Duration.
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This Agreement will take effect on the date first set forth above and
remain in effect until terminated pursuant to paragraph 6 or 7 hereof.
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Section 6. Assignments or Amendment.
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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 of 1940,
as amended (the "Investment Company Act") and the rules thereunder. This
Agreement shall automatically and immediately terminate in the event of its
"assignment," as defined by the Investment Company Act, and the rules
thereunder.
Section 7. Termination.
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This Agreement may be terminated (i) by Man at any time without penalty
upon sixty (60) days' written notice to the Fund (which notice may be waived by
the Fund); or (ii) by the Fund at any time without penalty upon sixty (60) days'
written notice to Man (which notice may be waived by Man). Any termination of
this Agreement shall not affect the obligation of the Fund to pay the Investor
Servicing Fee to reimburse Man for payments made to any Service Provider prior
to such termination.
Section 8. Choice of Law.
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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.
MAN INVESTMENTS INC.
By: _________________________
Name:
Title:
MAN-GLENWOOD LEXINGTON TEI, LLC,
on behalf of its Class I
By: __________________________
Name: Xxxxxx Xxxxx
Title: Secretary
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