Exhibit (k)(iii)
Expense Limitation Agreement
As of January 13, 2004
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 with 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, 2005, the Adviser agrees to limit the
total annualized expenses (excluding fees and expenses of
underlying funds) of TEI and the Portfolio to the amount of
3.0% of net assets attributable to beneficial interests in TEI
and the Portfolio.
2. After December 31, 2005, this Expense Limitation Agreement
shall automatically renew for 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 ACCEPTED AND AGREED TO ON
BEHALF OF MAN-GLENWOOD BEHALF OF MAN-GLENWOOD
LEXINGTON ASSOCIATES PORTFOLIO, LEXINGTON TEI, LLC:
LLC:
By: ______________________________ By: ______________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Secretary Title: Secretary
