0000899681-01-000007 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2001 • Pw Equity Opportunity Fund LLC • New York

AGREEMENT made as of January __, 2001 between PW EQUITY OPPORTUNITY FUND, 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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CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • January 10th, 2001 • Pw Equity Opportunity Fund LLC

THIS AGREEMENT is made as of January __, 2001 by and between PFPC TRUST COMPANY, a limited purpose trust company incorporated under the laws of Delaware ("PFPC Trust"), and PW EQUITY OPPORTUNITY FUND, L.L.C., a Delaware limited liability company (the "Fund").

ESCROW AGREEMENT
Escrow Agreement • January 10th, 2001 • Pw Equity Opportunity Fund LLC • Delaware

THIS AGREEMENT is made as of January __, 2001, by and between PW EQUITY OPPORTUNITY FUND, L.L.C., a Delaware limited liability company (the "Fund"), PW FUND ADVISOR, L.L.C. (the "Manager"), and PFPC INC., a Delaware corporation which is an indirect subsidiary of PNC Bank Corp. (the "Escrow Agent").

ADMINISTRATION, ACCOUNTING AND INVESTOR SERVICES AGREEMENT
Accounting and Investor Services Agreement • January 10th, 2001 • Pw Equity Opportunity Fund LLC

THIS AGREEMENT is made as of January __, 2001 by and between PW EQUITY OPPORTUNITY FUND, L.L.C., a Delaware limited liability company (the "Fund"), and PFPC INC., a Delaware corporation ("PFPC"), which is an indirect subsidiary of PNC Bank Corp.

ADMINISTRATION AGREEMENT BY AND BETWEEN PW FUND ADVISOR, L.L.C. AND PW EQUITY OPPORTUNITY FUND, L.L.C.
Administration Agreement • January 10th, 2001 • Pw Equity Opportunity Fund LLC • New York

THIS ADMINISTRATION AGREEMENT (the "Agreement") is made as of this ___ day of January 2001, by and between PW Fund Advisor, L.L.C. ("PWAdmin") and PW Equity Opportunity Fund, L.L.C. (the "Fund").

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