EXHIBIT (K)(2)
SUB-MANAGEMENT AND SUB-ADMINISTRATION AGREEMENT
BY AND BETWEEN
FRONTIER CAPITAL MANAGEMENT COMPANY, LLC
AND
PW FUND ADVISOR, L.L.C.
THIS SUB-MANAGEMENT AND SUB-ADMINISTRATION AGREEMENT (the "Agreement")
is made as of this 27th day of July, 2000, by and between Frontier Capital
Management Company, LLC ("FCM") and PW Fund Advisor, L.L.C. ("PWFA"):
WHEREAS, FCM is in the business of providing, and PWFA wishes
FCM to provide, certain management and administrative services;
NOW THEREFORE, in consideration of the terms and conditions herein
contained, the parties agree as follows:
1. APPOINTMENT OF FCM.
(a) PWFA hereby appoints, and FCM hereby accepts
appointment, to serve as PWFA's sub-management company in order to facilitate
the provision of services by PWFA to PW Redwood Fund, L.L.C. (the "Fund"). In
such capacity, FCM agrees to provide certain management (but not investment
management) and administrative services to PWFA. These services shall include:
(i) monitoring and informing PWFA of the execution of
transactions;
(ii) providing certain office space, telephone and utilities;
(iii) providing certain administrative and secretarial, clerical
and other personnel as necessary to provide the services
required to be provided under this Agreement;
(iv) reviewing disclosure documents relating to the Fund; and
(v) preparing certain materials and reports for use in
connection with meetings of the Fund's board of directors
(the "Board").
(b) Notwithstanding the appointment of FCM to provide
services to PWFA hereunder, the Board shall remain responsible for supervising
and controlling the management, business and affairs of the Fund.
2. FCM FEE; REIMBURSEMENT OF EXPENSES.
(a) In consideration for the provision by FCM of its
services hereunder, PWFA will pay FCM, or an affiliate designated by
FCM, a management fee (the "FCM Fee") equal to 40% of the management
fee paid to PWFA by the Fund (the "PWFA Fee") pursuant to the Management and
Administration Agreement dated of even date between PWFA and the Fund (the "PWFA
Agreement"). PWFA will pay the FCM Fee monthly or, if PWFA does not receive
the PWFA Fee during a month, at such time as the PWFA Fee is paid for such
period.
(b) If the FCM Fee is payable in respect of a partial month,
such fee will be appropriately pro-rated.
(c) FCM is responsible for all costs and expenses associated
with the provision of its services hereunder. PWFA shall pay all other expenses
associated with the conduct of its business.
3. LIABILITY. FCM will not be liable for any error of judgment
or mistake of law or for any loss suffered by PWFA or its members, officers or
employees 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 PWFA) resulting from willful misfeasance, bad faith or gross negligence
on FCM's part (or on the part of a board member, officer or employee of
FCM) in the performance of its duties hereunder or reckless disregard by it
or its duties under this Agreement.
4. EFFECTIVE DATE AND TERMINATION. This Agreement shall become
effective as of the date first above written, and shall remain in effect until
the earliest of (i) the termination of the PWFA Agreement, (ii) the termination
of this Agreement on or after July 27, 2002 upon (x) 90 days' prior written
notice by FCM to PWFA or (y) 30 days' notice from PWFA to FCM, or
(iii) the "assignment" of this Agreement, as such term is defined by the
Investment Company Act of 1940, as amended (the "1940 Act").
5. ENTIRE AGREEMENT. This Agreement embodies the entire understanding
of the parties. This Agreement cannot be altered, amended, supplemented or
abridged, and no provision shall be 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. If the laws
of New York conflict with the 1940 Act, the applicable provisions of the 1940
Act shall control.
7. 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
FRONTIER CAPITAL MANAGEMENT COMPANY, LLC
By: ____________________________________
Name: J. Xxxx Xxxxx
Title: Executive Vice President
PW FUND ADVISOR, L.L.C.
By: /s/ XXXXXX XXXXXXXX
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Name: Xxxxxx Xxxxxxxx
Title: Authorized Person
