SEC Division of Investment Management staff letter: Man-Glenwood Lexington TEI, LLC and Man-Glenwood Lexington TEI, LDC

The staff will not recommend enforcement action to the Commission under section 7(d) of the Investment Company Act of 1940 against Man-Glenwood Lexington TEI, LLC or Man-Glenwood Lexington TEI, LDC, provided the Offshore Fund offers and sells its securities to the Top-Tier Fund as described. The staff further determines that the three-tier master-feeder arrangement complies with section 12(d)(1)(E) of the Act if the Offshore Fund acts as a conduit, maintains all assets in the United States, and adheres to specific voting and recordkeeping requirements. These conditions include the Top-Tier Fund controlling the Offshore Fund, maintaining duplicate books and records in the U.S., and ensuring the Offshore Fund votes proxies in accordance with instructions from the Top-Tier Fund's shareholders.

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Man-Glenwood Lexington TEI, LLC and Man-Glenwood Lexington TEI, LDC

April 30, 2004

RESPONSE OF THE OFFICE OF CHIEF COUNSEL

DIVISION OF INVESTMENT MANAGEMENT

OUR REF. NO. 2003722948

File No. 811-21458

Your letter dated April 27, 2004 requests our assurance that we would not recommend enforcement action to the Commission under section 7(d) of the Investment Company Act of 1940 (the "Act") against Man-Glenwood Lexington TEI, LLC (the "Top-Tier Fund"), a closed-end investment company that is registered under the Act and that proposes to make a registered public offering under the Securities Act of 1933 (the "Securities Act"), or Man-Glenwood Lexington TEI, LDC (the "Offshore Fund"), an offshore investment company, if the Offshore Fund offers and sells its securities to the Top-Tier Fund, as described in your letter, without registration of the Offshore Fund under the Act. In your letter, you describe a three-tier, master-feeder arrangement under which the Top-Tier Fund will acquire securities of the Offshore Fund that, in turn, will acquire securities of Man-Glenwood Lexington Associates Portfolio, LLC (the "Master Fund"), a closed-end investment company that is registered under the Act (the "Proposed Arrangement"). Your letter also requests guidance concerning the application of section 12(d)(1)(E) of the Act to the Proposed Arrangement.

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Lineage: In force

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Source: Securities and Exchange Commission — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works