EXHIBIT (K)(1)
MANAGEMENT AND ADMINISTRATION AGREEMENT
BY AND BETWEEN
PW FUND ADVISOR, L.L.C.
AND
PW TECHNOLOGY PARTNERS, L.P.
THIS MANAGEMENT AND ADMINISTRATION AGREEMENT (the "Agreement") is made
as of this 20th day of January, 1999, by and between PW Fund Advisor, L.L.C.
("PWFA") and PW Technology Partners, L.P. (the "Fund").
WHEREAS, PWFA is in the business of providing, and the Fund wishes
PWFA 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 PWFA.
(a) The Fund hereby appoints, and PWFA hereby accepts
appointment, to serve as the Fund's management company. In such capacity, PWFA
agrees to provide certain management (but not investment management) and
administrative 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
subscription documents and confirming the receipt of such
documents and funds;
(ix) overseeing the provision of investment advice to the Fund
by any Subadviser (as such term is defined in the Fund's
Confidential Memorandum), and monitoring compliance by
the Subadvisers with applicable investment policies and
restrictions of the Fund;
(x) coordinating and organizing meetings of the Fund's
directors (the "Directors");
(xi) preparing materials and reports for use in connection
with meetings of the Directors; and
(xii) 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 PWFA to provide services
hereunder, the Directors shall remain responsible for supervising and
controlling the management, business and affairs of the Fund.
2. PWFA FEE; REIMBURSEMENT OF EXPENSES.
(a) In consideration for the provision by PWFA of its services
hereunder, the Fund will pay PWFA a monthly management fee at the annual rate of
1% of the Fund's "net assets," excluding assets attributable to PWFA's capital
account (the "Fee"). "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 repurchases 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 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
Fee will be charged in each fiscal period to the capital accounts of the Fund's
limited partners in proportion to their capital accounts at the beginning of
such fiscal period. In the event that the Fee is payable in respect of a partial
month, such fee will be appropriately pro-rated.
(c) PWFA 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 Directors that are regularly scheduled,
permitted or required to be held under the terms of the Fund's amended and
restated limited partnership 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. PWFA will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund or its partners in
connection with the performance of its duties under this Agreement, except a
loss resulting from willful misfeasance, bad faith or gross negligence on PWFA's
part (or on the part of an officer or employee of PWFA) 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 thereafter provided that each such
continuance is approved by the Directors, 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 PWFA, by the Directors 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. 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.
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:_________________________
Name:
Title:
PW TECHNOLOGY PARTNERS, L.P.
By: PW FUND ADVISOR, L.L.C.
GENERAL PARTNER
By:____________________________
Name:
Title:
