EXHIBIT (K)(2)
SUB-MANAGEMENT AND SUB-ADMINISTRATION AGREEMENT
BY AND BETWEEN
FRONTIER PERFORMANCE ADVISERS, L.P.
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 Performance
Advisers, L.P. ("FPA") and PW Fund Advisor, L.L.C. ("PWFA"):
WHEREAS, FPA is in the business of providing, and PWFA wishes FPA 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 FPA.
(a) PWFA hereby appoints, and FPA hereby accepts appointment, to
serve as PWFA's sub-management company in order to facilitate the provision of
services by PWFA to PW Sequoia Fund, L.L.C. (the "Fund"). In such capacity, FPA
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 FPA to provide services to
PWFA hereunder, the Board shall remain responsible for supervising and
controlling the management, business and affairs of the Fund.
2. FPA FEE; REIMBURSEMENT OF EXPENSES.
(a) In consideration for the provision by FPA of its services
hereunder, PWFA will pay FPA, or an affiliate designated by FPA, a management
fee (the "FPA 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
FPA 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 FPA Fee is payable in respect of a partial month, such
fee will be appropriately pro-rated.
(c) FPA 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. FPA 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 FPA's part (or on the part of a board member, officer or employee of FPA) 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 FPA to PWFA or (y) 30 days' notice from PWFA to FPA, 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 PERFORMANCE ADVISERS, L.P.
By: Frontier Capital Management Company, LLC
By:
---------------------------
Name: J. Kirk Smith
Title: Executive Vice President
PW FUND ADVISOR, L.L.C.
By: /s/ DANIEL ARCHETTI
---------------------------
Name: Daniel Archetti
Title: Authorized Person
