0000899681-03-000382 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 29th, 2003 • Pw Eucalyptus Fund LLC • Delaware

AGREEMENT made as of September 10, 2002 between PW EUCALYPTUS FUND, L.L.C., a Delaware limited liability company (the "Fund"), and PW EUCALYPTUS 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.

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ADMINISTRATION AGREEMENT BY AND BETWEEN PW FUND ADVISOR, L.L.C. AND PW EUCALYPTUS FUND, L.L.C.
Administration Agreement • September 29th, 2003 • Pw Eucalyptus Fund 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 PW Eucalyptus Fund, L.L.C. (the "Fund").

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