0000899681-04-000461 Sample Contracts

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.

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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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