EXHIBIT k(4)
PW Juniper Crossover Fund, L.L.C.
c/o PaineWebber Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We wish to enter into this Agreement with PW Juniper Crossover Fund,
L.L.C. (the "Fund"), the terms and conditions of which are as follows:
1. We agree to provide shareholder services ("Services") to our
clients who own any of the Fund's limited liability company interests (the
"Interests"), which services may include, without limitation, answering client
inquiries about the Fund; assisting clients in changing account designations;
assisting clients in connection with repurchase offers; establishing and
maintaining client accounts in the Fund; assisting in processing purchase
transactions; providing periodic statements of client accounts; and providing
such other information and services as the Fund may request.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space, equipment
and facilities currently used in our business, or all or any personnel employed
by us) as is necessary or beneficial in order to provide such services
contemplated hereunder.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning the Interests except those
contained in the Fund's then-current prospectus and statement of additional
information, copies of which will be supplied by the Fund to us, or in such
supplemental literature or advertising materials as may be authorized by the
Fund in writing.
4. For all purposes of this Agreement, we will be deemed to be an
independent contractor, and will have no authority to act as agent for the Fund
in any matter or in any respect. We and our employees, upon request, will be
available during normal business hours to consult with the Fund or its designees
concerning the performance of our responsibilities under this Agreement.
5. In consideration of the services and facilities described herein,
we shall be entitled to receive from the Fund, and the Fund agrees to pay to us,
the fees set forth on Schedule 1 hereto, in respect of holders of Interests to
whom we are providing Services.
6. The Fund reserves the right, at its discretion and without notice,
to cause the suspension or withdrawal of the sale of Interests.
7. This Agreement shall continue until the last day of the calendar
year next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year, unless either party shall have given written notice to the other
that it intends not to renew this Agreement.
8. All communications to the Fund shall be sent to the Fund address
set forth above. Any notice to us shall be duly given if mailed to us at the
address set forth below.
9. This Agreement shall be construed in accordance with the internal
laws of the State of New York without giving effect to principles of conflict of
laws.
Very truly yours,
PW FUND ADVISOR, L.L.C.
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xx.
New York, NY 10019
Date: October 11, 2000 By: /S/ XXXXXX XXXXXXXX
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Authorized Signature
PW JUNIPER CROSSOVER FUND, L.L.C.
Date: October 11, 2000 By: /S/ XXXXXX XXXXXXXX
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Authorized Signature
SCHEDULE 1
Fees
Fee at an Annual Rate as a Percentage OF
AVERAGE MONTHLY NET ASSETS*
.40%
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* For purposes of determining the fees payable hereunder, the average monthly
net asset value of the Fund shall be computed in the manner specified in the
Fund's then-current Prospectus and Statement of Additional Information.
