Pw Sequoia Fund LLC Sample Contracts

WITNESSETH
Escrow Agreement • August 22nd, 2000 • Pw Sequoia Fund LLC • Delaware
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ARTICLE I DEFINITIONS ________________________________________
Limited Liability Company Agreement • August 22nd, 2000 • Pw Sequoia Fund LLC • Delaware
BY AND BETWEEN
Management and Administration Agreement • August 22nd, 2000 • Pw Sequoia Fund LLC • New York
BY AND BETWEEN
Sub-Management and Sub-Administration Agreement • August 22nd, 2000 • Pw Sequoia Fund LLC • New York
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 2nd, 2004 • Pw Sequoia Fund LLC • Delaware

AGREEMENT made as of March 11, 2004 between UBS SEQUOIA FUND, L.L.C., a Delaware limited liability company (the "Fund"), and UBS SEQUOIA MANAGEMENT, 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 AGREEMENT BY AND BETWEEN UBS FUND ADVISOR, L.L.C. AND UBS SEQUOIA FUND, L.L.C.
Administration Agreement • June 2nd, 2004 • Pw Sequoia Fund LLC • New York

THIS ADMINISTRATION AGREEMENT (the "Agreement") is made as of this 21st day of May, 2004, by and between UBS Fund Advisor, L.L.C. ("UBSAdmin") and UBS Sequoia Fund, L.L.C. (the "Fund").

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