ADMINISTRATION AGREEMENT
BY AND BETWEEN
PW FUND ADVISOR, L.L.C.
AND
UBS PW M2 FUND, L.L.C.
THIS ADMINISTRATION AGREEMENT (the "Agreement") is made as of this
10th day of September 2002, by and between PW Fund Advisor, L.L.C. ("PWAdmin")
and UBS PW M2 Fund, L.L.C. (the "Fund").
WHEREAS, PWAdmin is in the business of providing, and the Fund wishes
PWAdmin to provide, certain administrative services;
NOW THEREFORE, in consideration of the terms and conditions herein
contained, the parties agree as follows:
1. APPOINTMENT OF PWADMIN.
(a) The Fund hereby appoints, and PWAdmin hereby accepts appointment,
to serve as the Fund's administration company in respect of the services set
forth herein. In such capacity, PWAdmin agrees to provide certain administrative
(but not investment management) services to the Fund. 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 Fund to provide administrative services and custody
services to the Fund;
(iv) the handling of investor inquiries regarding the Fund and
providing investors with information concerning their
investment in the Fund and capital account balances;
(v) monitoring relations and communications between investors and
the Fund;
(vi) overseeing the drafting and updating of disclosure documents
relating to the Fund and assisting in the distribution of all
offering materials to investors;
(vii) maintaining and updating investor information, such as change
of address and employment;
(viii) overseeing the distribution and acceptance of investor
applications and confirming the receipt of such applications
and funds;
(ix) issuing instruments certifying investor ownership of interests
in the Fund;
(x) coordinating and organizing meetings of the Fund's board of
directors (the "Board" and its members, the "Directors");
(xi) preparing materials and reports for use in connection with
meetings of the Board;
(xii) preparing and filing any required tax or information returns;
and
(xiii) reviewing and approving all regulatory filings required under
applicable law.
(b) All other services to be performed, and expenses related thereto,
in the operation of the Fund shall be borne by the Fund.
(c) Notwithstanding the appointment of PWAdmin to provide services
hereunder, the Board shall remain responsible for supervising and controlling
the management, business and affairs of the Fund.
2. PWADMIN FEE; REIMBURSEMENT OF EXPENSES.
(a) In consideration for the provision by PWAdmin of its services
hereunder, the Fund will pay PWAdmin a fee at the annual rate of .30% of the
Fund's "net assets," excluding assets attributable to the Adviser's capital
account (the "Fee"). The Fee will be paid to PWAdmin at such times as the
Adviser, on behalf of the Fund, shall determine in its sole discretion, but
generally is expected to be paid monthly. "Net assets" shall equal the total
value of all assets of the Fund, less an amount equal to all accrued debts,
liabilities and obligations of the Fund calculated before giving effect to any
repurchase of interests.
(b) The Fee will be computed based on the net assets of the Fund as of
the start of business on the first business day of the period to which the Fee
relates, after adjustment for any applications effective on such date, and will
be payable in arrears. The Fee will be charged in each period to the capital
accounts of the Fund's investors in proportion to their capital accounts at the
beginning of such period. The Fee will be appropriately pro-rated based on the
number of days in such period.
(c) PWAdmin is responsible for all costs and expenses associated with
the provision of its services hereunder. The Fund shall pay all other expenses
associated with the conduct of its business, including the costs and expenses of
holding any meetings of the Board that are regularly scheduled, permitted or
required to be held under the terms of the Fund's limited liability company
agreement, the Investment Company Act of 1940, as amended (the "1940 Act"), or
other applicable law, and the fees and disbursements of any attorneys engaged on
behalf of the Fund.
3. LIABILITY. PWAdmin will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund or its investors in
connection with the performance of its duties under this Agreement, except a
loss resulting from willful misfeasance, bad faith or gross negligence on
PWAdmin's part (or on the part of an officer or employee of PWAdmin) 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 the Fund commences investment operations, 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
thereafter provided that each such continuance is approved by the Board,
including the vote of a majority of the Directors who are not "interested
persons" of the Fund, as defined by the 1940 Act. This Agreement may be
terminated by PWAdmin, by the Board or by vote of a majority of the outstanding
voting securities of the Fund 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.
5. USE OF NAME. The Fund agrees that, at PWAdmin's request, it will
take all necessary action to change the name of the Fund to a name not including
"UBS" or "PW" in any form or combination within 10 days of PWAdmin's request,
that the Fund's failure to do so is not compensible by monetary damages and that
PWAdmin shall be entitled to equitable relief to enforce the Fund's obligation
hereunder. The provisions of this Paragraph 5 shall survive the termination or
cancellation of this Agreement.
6. 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.
7. 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
PW FUND ADVISOR, L.L.C.
By: /s/ Xxxxxxx Xxxxxx
-----------------------------
Name: Xxxxxxx Xxxxxx
Title: Authorized Person
UBS PW M2 Fund, L.L.C.
By: /s/ Xxxxxxx Xxxxxx
-----------------------------
Name: Xxxxxxx Xxxxxx
Title: Principal Accounting Officer
