ADMINISTRATION , ACCOUNTING AND INVESTOR SERVICES AGREEMENT THIS AGREEMENT is made as of January 24, 2001 by and between GAM AVALON MULTI-TECHNOLOGY, L.P., a Delaware limited partnership (the "Partnership"), and PFPC INC., a Massachusetts corporation...

           ADMINISTRATION , ACCOUNTING AND INVESTOR SERVICES AGREEMENT

     THIS  AGREEMENT  is made as of January  24,  2001 by and between GAM AVALON
MULTI-TECHNOLOGY,  L.P., a Delaware limited partnership (the "Partnership"), and
PFPC INC., a Massachusetts  corporation ("PFPC"). W I T N E S S E T H : WHEREAS,
the  Partnership  is  registered  as a  closed-end,  non-diversified  management
investment  company  under the  Investment  Company Act of 1940, as amended (the
"1940 Act"); and

     WHEREAS,   the  Partnership  wishes  to  retain  PFPC  to  provide  certain
administration,  accounting and investor services provided for herein,  and PFPC
wishes to furnish such services.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein contained,  and intending to be legally bound hereby,  the parties hereto
agree as follows:

1. Definitions. As Used in this Agreement:

     (a)  "1933 Act" means the Securities Act of 1933, as amended.

     (b)  "1934 Act" means the Securities Exchange Act of 1934, as amended.

     (c)  "Authorized Person" means any officer of the Partnership and any other
          person duly  authorized  by the  Partnership's  directors to give Oral
          Instructions and Written Instructions on behalf of the Partnership. An
          Authorized Person's scope of authority may be limited by setting forth
          such limitation in a written document signed by both parties hereto.

     (d)  "CEA" means the Commodities Exchange Act, as amended.

     (e)  "General  Partner" and "Limited  Partners" shall have the same meaning
          given such term in the Partnership's limited partnership agreement (as
          hereinafter defined).

     (f)  "Oral  Instructions"  mean oral instructions  received by PFPC from an
          Authorized Person or from a person  reasonably  believed by PFPC to be
          an Authorized Person.


     (g)  "Organizational Documents" means the Partnership's limited partnership
          agreement  ("Limited   Partnership   Agreement"),   bylaws,   offering
          memorandum and other documents constituting the Partnership.

     (h)  "SEC" means the Securities and Exchange Commission.

     (i)  "Securities  Laws" means the 1933 Act,  the 1934 Act, the 1940 Act and
          the CEA.

     (j)  "Written  Instructions"  means (i) written  instructions  signed by an
          Authorized  Person or a person  reasonably  believed  by PFPC to be an
          Authorized  Person and  received  by PFPC or (ii)  trade  instructions
          transmitted   (and  received  by  PFPC)  by  means  of  an  electronic
          transaction  reporting  system,  access  to  which  requires  use of a
          password  or other  authorized  identifier.  The  instructions  may be
          delivered by hand, mail,  tested telegram,  cable,  telex or facsimile
          sending device.

2. Appointment.  The Partnership hereby appoints PFPC to provide administration,
accounting  and investor  services to the  Partnership,  in accordance  with the
terms set forth in this Agreement.  PFPC accepts such  appointment and agrees to
furnish such services.

3. Delivery of Documents.  The  Partnership  has provided or, where  applicable,
will provide PFPC with the following:

     (a)  certified  or   authenticated   copies  of  the   resolutions  of  the
          Partnership's  directors,  approving  the  appointment  of PFPC or its
          affiliates to provide services and approving this Agreement;

     (b)  a  copy  of  the  Partnership's  most  recent  effective  registration
          statement on Form N-2 under the 1940 Act, as filed with the SEC;

     (c)  a copy of all of the Partnership's Organizational Documents;

     (d)  a copy of any distribution agreement with respect to the Partnership;

     (e)  a copy of any additional  administration agreement with respect to the
          Partnership;

     (f)  a copy of any investor  servicing  agreement  made with respect to the
          Partnership; and


     (g)  copies (certified or  authenticated,  where applicable) of any and all
          amendments or supplements to the foregoing.

4.  Compliance  with Rules and  Regulations.

PFPC  undertakes to comply with the  applicable  requirements  of the Securities
Laws, and any laws,  rules and  regulations of governmental  authorities  having
jurisdiction with respect to the duties to be performed by PFPC hereunder as are
specified in writing by the  Partnership  to PFPC and agreed in writing by PFPC.
Except as specifically set forth herein, PFPC assumes no responsibility for such
compliance by the Partnership.

5. Instructions.

     (a)  Unless otherwise provided in this Agreement,  PFPC shall act only upon
          Oral Instructions or Written Instructions.

     (b)  PFPC shall be entitled to rely upon any Oral  Instructions  or Written
          Instructions  it receives from an Authorized  Person (or from a person
          reasonably  believed by PFPC to be an Authorized  Person)  pursuant to
          this Agreement.  PFPC may assume that any Oral  Instruction or Written
          Instruction received hereunder is not in any way inconsistent with the
          provisions of the Organizational Documents or this Agreement or of any
          vote,  resolution  or  proceeding  of the  Partnership's  directors or
          Limited Partners,  unless and until PFPC receives Written Instructions
          to the contrary.

     (c)  The  Partnership  agrees  to  forward  to  PFPC  Written  Instructions
          confirming Oral Instructions  (except where such Oral Instructions are
          given by PFPC or its  affiliates)  so that PFPC  receives  the Written
          Instructions  as promptly as practicable and in any event by the close
          of business on the day after such Oral Instructions are received.  The
          fact that such  confirming  Written  Instructions  are not received by
          PFPC or differ from the Oral  Instructions  shall in no way invalidate
          the transactions or enforceability  of the transactions  authorized by
          the Oral  Instructions  or  PFPC's  ability  to rely  upon  such  Oral
          Instructions. Where


          Oral  Instructions or Written  Instructions  reasonably appear to have
          been received from an Authorized Person, PFPC shall incur no liability
          to the  Partnership in acting upon such Oral  Instructions  or Written
          Instructions  provided  that  PFPC's  actions  comply  with the  other
          provisions of this Agreement.

6. Right to Receive Advice.

     (a)  Advice  of the  Partnership.  If PFPC is in doubt as to any  action it
          should or should  not take,  PFPC may  request  directions  or advice,
          including  Oral  Instructions  or  Written   Instructions,   from  the
          Partnership.

     (b)  Advice of Counsel. If PFPC shall be in doubt as to any question of law
          pertaining  to any  action  it should  or  should  not take,  PFPC may
          request  advice at its own cost from such  counsel of its own choosing
          (who may,  without  limitation,  be counsel for the  Partnership,  the
          Partnership's  investment  adviser  or PFPC,  at the  option of PFPC),
          provided such counsel is selected with reasonable care.

     (c)  Conflicting  Advice.  In the event of a conflict  between  directions,
          advice or Oral Instructions or Written Instructions PFPC receives from
          the Partnership,  and the advice PFPC receives from counsel , PFPC may
          rely upon and follow the advice of such counsel.  PFPC shall  promptly
          inform the  Partnership  of such  conflict  and, in any event,  before
          taking  the  action  in  question.  If PFPC  relies  on the  advice of
          counsel,  PFPC will  remain  liable for any action or  omission on the
          part of PFPC which constitutes wilfull  misfeasance,  bad faith, gross
          negligence or reckless disregard by PFPC of any duties,  obligation or
          responsibilities set forth in this Agreement.

     (d)  Protection of PFPC.  PFPC shall be protected in any action it takes or
          does not take in reliance upon directions, advice or Oral Instructions
          or Written  Instructions  it  receives  from the  Partnership  or from
          counsel selected with reasonable care and which PFPC believes, in good
          faith,  to be  consistent  with  those  directions,  advice  and  Oral
          Instructions or Written Instructions. Nothing in


          this section  shall be construed  so as to impose an  obligation  upon
          PFPC (i) to seek such  directions  or advice or Oral  Instructions  or
          Written  Instructions,   or  (ii)  to  act  in  accordance  with  such
          directions  or advice or Oral  Instructions  or  Written  Instructions
          unless,  under the terms of other  provisions of this  Agreement,  the
          same is a  condition  of PFPC's  properly  taking or not  taking  such
          action. PFPC will remain liable for any action or omission on the part
          of  PFPC  which  constitutes  wilful  misfeasance,  bad  faith,  gross
          negligence or reckless disregard by PFPC of any duties,  obligation or
          responsibilities set forth in this Agreement.

7. Records; Visits.

     (a)  The books and records pertaining to the Partnership,  which are in the
          possession or under the control of PFPC,  shall be the property of the
          Partnership.  Such books and records shall be prepared and  maintained
          as  required  by the 1940 Act and other  applicable  securities  laws,
          rules and  regulations.  The Partnership and Authorized  Persons shall
          have  access to such  books and  records  at all times  during  PFPC's
          normal business hours. Upon the reasonable request of the Partnership,
          copies of any such books and records  shall be provided by PFPC to the
          Partnership or to an Authorized Person, at the Partnership's  expense.
          Any such books and records may be maintained in the form of electronic
          media and stored on any  magnetic  disk or tape or  similar  recording
          method.

     (b)  PFPC shall keep the following records:

          (i)  all books and records with respect to the Partnership's  books of
               account;

          (ii) records of the Partnership's securities transactions; and

          (iii)records supporting the calculation of Partnership  performance as
               required  pursuant  to Rule  31a-1 of the 1940 Act in  connection
               with the services of PFPC provided hereunder.


8. Confidentiality.

Each party shall keep confidential any information relating to the other party's
business ("Confidential  Information").  Confidential  Information shall include
(a) any data or information that is competitively  sensitive  material,  and not
generally known to the public,  including, but not limited to, information about
product   plans,   marketing   strategies,    finances,   operations,   customer
relationships,  non-public  personal  information of Limited Partners,  customer
lists,  sales  estimates,  business  plans,  and  internal  performance  results
relating to the past,  present or future business  activities of the Partnership
or  PFPC,  their  respective  subsidiaries  and  affiliated  companies  and  the
customers, clients and suppliers of any of them; (b) any scientific or technical
information,  design,  process,  procedure,  formula,  or  improvement  that  is
commercially  valuable and secret in the sense that its confidentiality  affords
the Partnership or PFPC a competitive  advantage over its  competitors;  (c) all
confidential   or   proprietary   concepts,   documentation,    reports,   data,
specifications,  computer  software,  source  code,  object  code,  flow charts,
databases, inventions, know-how, and trade secrets, whether or not patentable or
copyrightable; and (d) anything designated as confidential.  Notwithstanding the
foregoing, except for non-public personal information of any Partnership Limited
Partner, information shall not be subject to such confidentiality obligations if
it: (a) is already known to the receiving party at the time it is obtained;  (b)
is or  becomes  publicly  known or  available  through  no  wrongful  act of the
receiving party; (c) is released by the protected party to a third party without
restriction;  (d) is required to be disclosed by the receiving party pursuant to
a requirement of a court order,  subpoena,  governmental or regulatory agency or
law (provided the receiving party will provide the other party written notice of
such  requirement,  to the extent such notice is permitted);  (e) is relevant to
the  defense  of any claim or cause of action  asserted  against  the  receiving
party;  or (f)  has  been  or is  independently  developed  or  obtained  by the
receiving party. Any Information  rightfully received from a third party who, to
the best of the receiving party's knowledge,


is  not  under  a  duty  of  confidentiality,   shall  not  be  subject  to  the
confidentiality obligations set forth above.

9. Liaison with  Accountants.  PFPC shall act as liaison with the  Partnership's
independent public  accountants and shall provide account analyses,  fiscal year
summaries,  and other  audit-related  schedules with respect to the Partnership.
PFPC shall take all  reasonable  action in the  performance  of its duties under
this  Agreement to assure that the necessary  information  is made  available to
such  accountants  for the  expression  of their  opinion,  as  required  by the
Partnership.

10. PFPC System.  PFPC shall  retain title to and  ownership of any and all data
bases,  computer programs,  screen formats,  report formats,  interactive design
techniques,   derivative   works,   inventions,   discoveries,   patentable   or
copyrightable matters, concepts,  expertise, patents, copyrights, trade secrets,
and other related legal rights  utilized by PFPC in connection with the services
provided by PFPC to the Partnership.

11. Disaster  Recovery.  PFPC shall enter into and shall maintain in effect with
appropriate  parties one or more  agreements  making  reasonable  provisions for
emergency use of electronic data processing  equipment to the extent appropriate
equipment is available.  In the event of equipment  failures,  PFPC shall, at no
additional expense to the Partnership, take reasonable steps to minimize service
interruptions.  PFPC shall have no liability with respect to the loss of data or
service  interruptions  caused  by  equipment  failure,  provided  such  loss or
interruption is not caused by PFPC's own willful  misfeasance,  bad faith, gross
negligence  or  reckless  disregard  of its  duties or  obligations  under  this
Agreement.

12.  Compensation.  As  compensation  for  services  set forth  herein  that are
rendered by PFPC during the term of this Agreement,  the Partnership will pay to
PFPC a fee or fees as may be agreed to in writing by the Partnership and PFPC.

13. Indemnification.  The Partnership agrees to indemnify and hold harmless PFPC
and its affiliates from all taxes, charges,  expenses,  assessments,  claims and
liabilities (including, without limitation, attorneys fees and disbursements and
liabilities arising under the


Securities Laws and any state and foreign  securities and blue sky laws) arising
directly  or  indirectly  from any action or omission to act which PFPC takes in
connection with the provision of services to the Partnership.  Neither PFPC, nor
any of its  affiliates,  shall be  indemnified  against  any  liability  (or any
expenses  incident to such  liability)  caused by PFPC's or its  affiliates' own
willful  misfeasance,  bad faith,  gross negligence or reckless disregard of its
duties and obligations  under this Agreement.  Notwithstanding  anything in this
Agreement to the contrary,  the  Partnership  shall not be liable to PFPC or its
affiliates for any  consequential,  special or indirect  losses or damages which
PFPC or its  affiliates  may incur or suffer,  whether or not the  likelihood of
such losses or damages was known by the Partnership.

 14. Responsibility of PFPC.

     (a)  PFPC  shall  be  under no duty to take any  action  on  behalf  of the
          Partnership  except  as  specifically  set  forth  herein or as may be
          specifically  agreed  to by PFPC  and  the  Partnership  in a  written
          amendment  hereto.  PFPC  shall  be  obligated  to  exercise  care and
          diligence in the  performance  of its duties  hereunder  and to act in
          good faith in performing  services  provided for under this Agreement.
          PFPC shall be liable only for damages arising out of PFPC's failure to
          perform its duties  under this  Agreement  to the extent such  damages
          arise out of PFPC's willful  misfeasance,  bad faith, gross negligence
          or reckless disregard of such duties.

     (b)  Without  limiting  the  generality  of the  foregoing  or of any other
          provision of this  Agreement,  (i) PFPC shall not be liable for losses
          beyond its control,  including without limitation  (subject to Section
          11)  delays  or  errors  or  loss  of  data  occurring  by  reason  of
          circumstances  beyond PFPC's  control  provided that PFPC has acted in
          accordance  with the  standard  of care set  forth in  Section  14 (a)
          above;  and (ii) PFPC  shall not be under  any duty or  obligation  to
          inquire into and shall not be liable for the validity or invalidity or
          authority  or  lack  thereof  of  any  Oral   Instruction  or  Written
          Instruction, notice or other instrument which conforms to


          the  applicable  requirements  of  this  Agreement,   and  which  PFPC
          reasonably believes to be genuine.

     (c)  Notwithstanding  anything in this  Agreement to the contrary,  neither
          PFPC nor its affiliates shall be liable for any consequential, special
          or indirect  losses or damages,  whether or not the likelihood of such
          losses or damages was known by PFPC or its affiliates.

     (d)  No  party  may  assert a cause of  action  against  PFPC or any of its
          affiliates  that is discovered (or in the exercise of reasonable  care
          should have been discovered) more than 12 months  immediately prior to
          the filing of the suit (or, if applicable, commencement of arbitration
          proceedings) alleging such cause of action; provided that this Section
          14 (d)  will not  extend  the time  for  asserting  a cause of  action
          against PFPC or any of its  affiliates  which is applicable  under any
          applicable statute of limitations.

     (e)  Each party shall have a duty to  mitigate  damages for which the other
          party may become responsible.

15. Description of Accounting Services on a Continuous Basis.

     PFPC will perform the following accounting services:

     (i)  Journalize investment, capital and income and expense activities;

     (ii) Verify  investment  buy/sell  trade  tickets  when  received  from the
          investment  adviser  (the  "Adviser")  and,  with respect only to U.S.
          domestic securities, transmit trades to the Partnership's custodian(s)
          for proper settlement;

     (iii) Maintain individual ledgers for investment securities;

     (iv) Maintain historical tax lots for each security;

     (v)  Record and reconcile  corporate  action activity and all other capital
          changes;

     (vi) Reconcile cash and investment balances of the Partnership with the


          Partnership's  custodian(s)/prime  broker(s),  and provide the Adviser
          with the beginning cash balance available for investment purposes.

     (vii)Calculate   contractual   expenses,   including  management  fees  and
          incentive   allocation,   as  applicable,   in  accordance   with  the
          Partnership's confidential memorandum;

     (viii) Post to and prepare the Statement of Assets and  Liabilities and the
          Statement of Operations in U.S. dollar terms;

     (ix) Monitor the expense accruals and notify and officer of the Partnership
          of any proposed adjustments;

     (x)  Control  all  disbursements  and  authorize  such  disbursements  upon
          Written Instructions;

     (xi) Calculate capital gains and losses;

     (xii) Determine net income;

     (xiii) Determine  applicable  foreign exchange gains and losses on payables
          and receivables;

     (xiv)Obtain daily security  market quotes and currency  exchange rates from
          independent  pricing  services  approved  by the  Adviser,  or if such
          quotes are unavailable,  then obtain such prices from the Adviser, and
          in  either  case  calculate  the  market  value  of the  Partnership's
          investments in accordance  with the applicable  valuation  policies or
          guidelines provided by the Partnership to PFPC and acceptable to PFPC;

     (xv) Transmit or mail a copy of the  portfolio  valuation to the Adviser on
          basis as agreed upon depending upon valuation of underlying funds;

     (xvi)Arrange for the  computation of the net asset value in accordance with
          the provisions of the Partnership's offering memorandum; and

     (xvii) Prepare  an annual  financial  statement,  which  will  include  the
          following items:

               Schedule of Investments
               Statement of Assets and Liabilities
               Statement of Operations
               Statement of Changes in Partners' Capital


16.  Description of  Administration  Services on a Continuous  Basis.  PFPC will
perform the following administration services if required:

          (i) Prepare monthly security transaction listings;

          (ii) Supply various normal and customary Partnership  statistical data
          as requested on an ongoing basis;

          (iii) Prepare for execution  and file the  Partnership's  Federal Form
          1065 and state tax returns;

          (iv) Prepare and file the Partnership's Annual and Semi-Annual Reports
          with the SEC on Form N-SAR via XXXXX;

          (v) Prepare and coordinate  printing of the  Partnership's  annual and
          semi-annual  shareholder  reports  and other  reports as  required  by
          applicable laws, rules and regulations; and

          (vi) Perform such  additional  administrative  duties  relating to the
          administration  of the Partnership as may  subsequently be agreed upon
          in writing between the Partnership and PFPC.

17.  Description of Investor  Services on a Continuous  Basis. PFPC will perform
the following functions:

          (i)  Maintain  the  register  of  Limited  Partners  and enter on such
               register all issues,  transfers and  repurchases  of interests in
               the Partnership

          (ii) Arrange for the calculation of the issue and repurchase prices of
               interests in the Partnership in accordance with the Partnership's
               Limited Partnership Agreement;

          (iii)Allocate  income,   expenses,  gains  and  losses  to  individual
               Partners'  capital accounts in accordance with the  Partnership's
               Limited Partnership Agreement;

          (iv) Calculate  the  Incentive   Allocation  in  accordance  with  the
               Partnership's   Limited  Partnership   Agreement  and  reallocate
               corresponding  amounts  from  the  applicable  Limited  Partners'
               accounts to the General Partner's account;

          (v)  Mail  tender  offer   documents  to  investors  for  purposes  of
               executing repurchases.


          (vi) Prepare  and mail  annually  to  Limited  Partners  a Form K-1 in
               accordance with applicable tax regulations;

          (vii)Mail Partnership  offering materials to prospective  investors in
               accordance with instructions from an Authorized Person; and

          (viii) Review client  subscription  documentation for completeness and
               forward to the General Partner for review and execution.

18.  Duration and  Termination.  This  Agreement  shall be effective on the date
first written  above and shall  continue for a period of two (2) years from such
date, and thereafter shall automatically continue for successive annual periods,
provided that this Agreement may be terminated by either party  effective on any
anniversary  of the date first written above (other than the first  anniversary)
by providing at least sixty (60) days' prior written notice. Notwithstanding the
above,  the  Partnership  may terminate this Agreement upon a material breach by
PFPC, provided,  however, that in the event of such breach, the Partnership must
first notify PFPC of such breach and its  intention to terminate  and allow PFPC
30 days from  receipt of notice of a material  breach to cure such  breach.  The
Partnership  may not  terminate  for  material  breach if PFPC cures such breach
within  the  30 day  period.  In the  event  the  Partnership  gives  notice  of
termination,  all expenses  associated with movement (or duplication) of records
and materials and conversion  thereof to a successor  service  provider (or each
successive  service  provider,  if there are more than  one),  and all  trailing
expenses incurred by PFPC, will be borne by the Partnership.

19.  Notices.   All  notices  and  other   communications,   including   Written
Instructions  but  excluding  Oral  Instructions,  shall  be  in  writing  or by
confirming telegram, cable, telex or facsimile sending device. If notice is sent
by confirming telegram, cable, telex or


facsimile sending device, it shall be deemed to have been given immediately.  If
notice is sent by first-class  mail, it shall be deemed to have been given seven
days  after it has been  mailed.  If  notice is sent by  messenger,  it shall be
deemed to have been given on the day it is delivered. Notices shall be addressed
(a) if to PFPC,  at 000  Xxxxxxxx  Xxxxxxx,  Xxxxxxxxxx,  XX 00000,  attn:  Xxxx
Xxxxxxx,  facsimile:  __________________________;  (b) if to the Partnership, at
000 Xxxx 00xx Xxxxxx,  Xxx Xxxx, Xxx Xxxx 00000, attn: Xxxxxx Xxxxxxxx or (c) if
to neither of the  foregoing,  at such other address as shall have been provided
by like  notice to the sender of any such notice or other  communication  by the
other party.

20. Amendments.  This Agreement,  or any term thereof,  may be changed or waived
only by written amendment,  signed by the party against whom enforcement of such
change or waiver is sought.

21. Delegation;  Assignment.  PFPC may assign its rights and delegate its duties
hereunder to any majority-owned direct or indirect subsidiary of PFPC or The PNC
Financial Services Group, Inc.,  provided that (i) PFPC gives the Partnership 30
days prior written  notice of such  assignment  or delegation  and (ii) PFPC and
such delegate (or assignee)  provide such information as the Fund may reasonably
request.

22.  Counterparts.  This Agreement may be executed in two or more  counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

23. Further Actions.  Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.

24.      Miscellaneous.


          (a)  Entire  Agreement.  This Agreement  embodies the entire agreement
               and  understanding  between the parties and  supersedes all prior
               agreements  and  understandings  relating to the  subject  matter
               hereof,  provided  that the  parties  may  embody  in one or more
               separate  documents  their  agreement,  if any,  with  respect to
               delegated duties.

          (b)  No Changes that Materially  Affect  Obligations.  Notwithstanding
               anything  in this  Agreement  to the  contrary,  the  Partnership
               agrees  not  to  make  any   modifications  to  its  registration
               statement or adopt any policies which would affect materially the
               obligations or  responsibilities  of PFPC  hereunder  without the
               prior  written  approval  of PFPC,  which  approval  shall not be
               unreasonably withheld or delayed.

          (c)  Captions.  The  captions  in  this  Agreement  are  included  for
               convenience of reference only and in no way define or delimit any
               of the provisions  hereof or otherwise affect their  construction
               or effect.

          (d)  Governing  Law. This  Agreement  shall be deemed to be a contract
               made in Delaware and  governed by Delaware law without  regard to
               principles of conflict of law.

          (e)  Partial  Invalidity.  If any provision of this Agreement shall be
               held  or  made  invalid  by a court  decision,  statute,  rule or
               otherwise,  the remainder of this Agreement shall not be affected
               thereby.

          (f)  Successors and Assigns.  This Agreement shall be binding upon and
               shall  inure to the  benefit  of the  parties  hereto  and  their
               respective successors and permitted assigns.

          (g)  No Representations or Warranties. Except as expressly provided in
               this


               Agreement,   PFPC  hereby  disclaims  all   representations   and
               warranties,  express or implied,  made to the  Partnership or any
               other  person,  including,  without  limitation,  any  warranties
               regarding quality,  suitability,  merchantability,  fitness for a
               particular  purpose or otherwise  (irrespective  of any course of
               dealing,  custom or usage of trade), of any services or any goods
               provided  incidental to services  provided under this  Agreement.
               PFPC disclaims any warranty of title or  non-infringement  except
               as otherwise set forth in this Agreement.

          (h)  Facsimile  Signatures.  The  facsimile  signature of any party to
               this Agreement shall  constitute the valid and binding  execution
               hereof by such party.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.


                                               PFPC INC.

                                                 By:  /s/ Xxxxxxx Xxxxx
                                                 Title: Executive Vice President




                                               GAM AVALON MULTI-TECHNOLOGY, L.P.

                                                 By:   /s/ Xxxxx X. Xxxxxxxxxxx
                                                 Title: Vice President and
                                                        Treasurer of GAM Avalon
                                                        Multi-Technology, L.P.