0000899681-02-000335 Sample Contracts

UBS PW TECHNOLOGY PARTNERS, L.L.C. LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • September 13th, 2002 • Ubs Pw Technology Partners LLC • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT of UBS PW Technology Partners, L.L.C. (the "Fund") is dated and effective as of September 10, 2002 by and among the Organizational Member, PW Fund Advisor, L.L.C., as Adviser, Special Advisory Member and PWAdmin, and each person hereinafter admitted to the Fund in accordance with this Agreement and reflected on the books of the Fund as a Member.

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CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • September 13th, 2002 • Ubs Pw Technology Partners LLC

THIS AGREEMENT is made as of September 10, 2002 by and between PFPC TRUST COMPANY, a limited purpose trust company incorporated under the laws of Delaware ("PFPC Trust"), and UBS PW TECHNOLOGY PARTNERS, L.L.C., a Delaware limited liability company (the "Fund").

ESCROW AGREEMENT
Escrow Agreement • September 13th, 2002 • Ubs Pw Technology Partners LLC • Delaware

THIS AGREEMENT is made as of September 10, 2002, by and among UBS PW TECHNOLOGY PARTNERS, L.L.C., a Delaware limited liability company (the "Fund"), PW FUND ADVISOR, L.L.C. ("PWFA"), and PFPC INC., a Delaware corporation which is an indirect subsidiary of PNC Bank Corp. (the "Escrow Agent").

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 13th, 2002 • Ubs Pw Technology Partners LLC • Delaware

AGREEMENT made as of September 10, 2002 between UBS PW TECHNOLOGY PARTNERS, L.L.C., a Delaware limited liability company (the “Fund”), and PW FUND ADVISOR, L.L.C. (the “Adviser”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended.

ADMINISTRATION, ACCOUNTING AND INVESTOR SERVICES AGREEMENT
Administration, Accounting and Investor Services Agreement • September 13th, 2002 • Ubs Pw Technology Partners LLC

THIS AGREEMENT is made as of September 10, 2002 by and between UBS PW TECHNOLOGY PARTNERS, L.L.C., a Delaware limited liability company (the "Fund"), and PFPC INC., a Delaware corporation ("PFPC"), which is an indirect subsidiary of PNC Bank Corp.

ADMINISTRATION AGREEMENT BY AND BETWEEN PW FUND ADVISOR, L.L.C. AND UBS PW TECHNOLOGY PARTNERS, L.L.C.
Administration Agreement • September 13th, 2002 • Ubs Pw Technology Partners LLC • Delaware

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 Technology Partners, L.L.C. (the “Fund”).

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