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EXHIBIT (k)(1)
ADMINISTRATIVE SERVICES AGREEMENT
BY AND BETWEEN
CIBC XXXXXXXXXXX CORP.
AND
WYNSTONE PARTNERS, L.P.
CIBC Xxxxxxxxxxx Corp. ("CIBC Opco") and Wynstone Partners,
L.P. (the "Partnership") hereby agree as follows:
THIS ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is
made as of this ___ day of [September], 1998, by and between CIBC Opco and the
Partnership.
WHEREAS, CIBC Opco is in the business of providing
administrative services to investment partnerships; and
WHEREAS, the Partnership wishes to retain CIBC Opco to provide
certain administrative services;
NOW THEREFORE, in consideration of the terms and conditions
herein contained, the parties agree as follows:
1. Appointment of CIBC Opco.
(a) The Partnership hereby retains CIBC Opco to
provide and CIBC Opco hereby agrees to provide certain administrative services
to the Partnership. These services shall include:
(i) the provision of office space, telephone
and utilities;
(ii) the provision of administrative and
secretarial, clerical and other
personnel as necessary to provide the
services required to be provided under
this Agreement;
(iii) the general supervision of the
entities which are retained by the
Partnership to provide administrative
services and custody services to the
Partnership;
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(iv) the handling of investor inquiries regarding
the Partnership and providing them with
information concerning their investment in
the Partnership and capital account
balances;
(v) monitoring relations and communications
between investors and the Partnership;
(vi) assisting in the drafting and updating of
disclosure documents relating to the
Partnership and assisting in the preparation
of offering materials;
(vii) maintaining and updating investor
information, such as change of address and
employment;
(viii) assisting in the preparation and mailing of
investor subscription documents and
confirming the receipt of such documents and
funds;
(ix) assisting in the preparation of regulatory
filings with the Securities and Exchange
Commission and state securities regulators
and other Federal and state regulatory
authorities;
(x) preparing reports to and other informational
materials for limited partners and,
assisting in the preparation of proxy
statements and other limited partner
communications;
(xi) monitoring compliance with regulatory
requirements and with the Partnership's
investment objective, policies and
restrictions as established by the
Individual General Partners of the
Partnership (the "IGPs");
(xii) reviewing accounting records and financial
reports of the Partnership, assisting with
the preparation of the financial reports of
the Partnership and acting as liaison with
the Partnership's accounting agent and
independent auditors;
(xiii) assisting in preparation and filing of tax
returns;
(xiv) coordinating and organizing meetings of the
IGPs and meetings of the limited partners of
the Partnership, in each case when called by
such persons;
(xv) preparing materials and reports for use in
connection with meetings of the IGPs;
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(xvi) maintaining and preserving those books and
records of the Partnership not maintained by
the Adviser or the Partnership's accounting
agent or custodian;
(xvii) reviewing and arranging for payment of the
expenses of the Partnership;
(xviii) assisting the Partnership in conducting
offers to limited partners of the
Partnership to repurchase limited
partnership interests; and
(xix) reviewing and approving all regulatory
filings of the Partnership required under
applicable law.
(b) Notwithstanding the appointment of CIBC Opco to
provide administrative services hereunder, the IGPs shall remain responsible for
supervising and controlling the management, business and affairs of the
Partnership.
2. CIBC Opco Fee; Reimbursement of Expenses.
(a) In consideration for the provision by CIBC Opco
of its services hereunder, the Partnership will pay CIBC Opco a monthly
management fee of 0.08333% (1% on annualized basis) of the Partnership's "net
assets" (the "CIBC Opco Fee"). "Net assets" shall equal the total value of all
assets of the Partnership, less an amount equal to all accrued debts,
liabilities, and obligations of the Partnership calculated before giving effect
to any repurchases of interests.
(b) The CIBC Opco Fee will be computed based on the
net assets of the Partnership as of the start of business on the first business
day of each month, after adjustment for any subscriptions effective on such
date, and will be due and payable in arrears within five business days after the
end of such month. The CIBC Opco Fee will be charged in each fiscal period to
the capital accounts of the Partnership's limited partners in proportion to
their capital accounts at the beginning of that fiscal period. In the event that
the CIBC Opco Fee is payable in respect of a partial month, such fee will be
appropriately pro-rated.
(c) CIBC Opco is responsible for all costs and
expenses associated with the provision of its services hereunder. The
Partnership shall pay all other expenses associated with the conduct of its
business.
(d) The Partnership understands that CIBC Opco may
pay a portion of the fees received by it hereunder to KBW Asset Management, Inc.
3. Liability. CIBC Opco will not be liable for any error of
judgment or mistake of law or for any loss suffered by the Partnership or its
partners in connection with the performance of its duties under this Agreement,
except a loss (as to which it will be liable and will indemnify and hold
harmless the Partnership) resulting from willful misfeasance, bad faith or gross
negligence on CIBC Opco's part (or on the part of an officer or employee of CIBC
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Opco) in the performance of its duties hereunder or reckless disregard by it of
its duties under this Agreement.
4. Effective Date and Termination. This Agreement shall become
effective as of the date first noted above, and shall remain in effect for an
initial term of two years from the date of its effectiveness. This Agreement may
be continued in effect from year to year after its initial term provided that
such continuance is approved annually by the IGPs, including the vote of a
majority of the IGPs who are not "interested persons" of the Partnership, as
defined by the Investment Company Act of 1940 and the rules thereunder (the
"1940 Act"). This Agreement may be terminated by CIBC Opco, by the IGPs or by
vote of a majority of the outstanding voting securities of the Partnership at
any time, in each case upon not less than 60 days' prior written notice. This
Agreement shall also terminate automatically in the event of its "assignment,"
as such term is defined by the 1940 Act and the rules thereunder.
5. Entire Agreement.This Agreement embodies the entire
understanding of the parties. This Agreement cannot be altered, amended,
supplemented, or abridged, or any provisions waived except by written agreement
of the parties.
6. Choice of Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of New York and the 1940 Act.
In the event the laws of New York conflict with the 1940 Act, the applicable
provisions of the 1940 Act shall control.
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IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.
CIBC XXXXXXXXXXX CORP.
By: ___________________________
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
WYNSTONE PARTNERS, L.P.
By: ___________________________
Name:
Title: Individual General Partner
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