0000899681-03-000250 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 20th, 2003 • Ubs Pw Technology Partners LLC • Delaware

AGREEMENT made as of September 10, 2002, as amended on May 9, 2003, 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.

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 20th, 2003 • Ubs Pw Technology Partners LLC • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of September 10, 2002, between PW Technology Partners, L.P., a Delaware limited partnership (the "Partnership"), and UBS PW Technology Partners, L.L.C., a Delaware limited liability company (the "Company").

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