0000899681-04-000450 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 24th, 2004 • Ubs M3 Fund LLC • New York

AGREEMENT made as of __________, 2004 between UBS MULTI-STRAT FUND, L.L.C., a Delaware limited liability company (the “Fund”), and UBS 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 • May 24th, 2004 • Ubs M3 Fund LLC

THIS AGREEMENT is made as of __________, 2004 by and between PFPC TRUST COMPANY, a limited purpose trust company incorporated under the laws of Delaware ("PFPC Trust"), and UBS MULTI-STRAT FUND, L.L.C., a Delaware limited liability company (the "Fund").

ESCROW AGREEMENT
Escrow Agreement • May 24th, 2004 • Ubs M3 Fund LLC • Delaware

THIS AGREEMENT is made as of ________, 2004, by and among UBS MULTI-STRAT FUND, L.L.C., a Delaware limited liability company (the "Fund"), UBS FUND ADVISOR, L.L.C. ("UBSFA"), and PFPC INC., a Delaware corporation which is an indirect subsidiary of PNC Bank Corp. (the "Escrow Agent").

ADMINISTRATION, ACCOUNTING AND INVESTOR SERVICES AGREEMENT
Administration, Accounting and Investor Services Agreement • May 24th, 2004 • Ubs M3 Fund LLC

THIS AGREEMENT is made as of __________, 2004 by and between UBS MULTI-STRAT 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 UBS FUND ADVISOR, L.L.C. AND UBS MULTI- STRAT FUND, L.L.C.
Administration Agreement • May 24th, 2004 • Ubs M3 Fund LLC • New York

THIS ADMINISTRATION AGREEMENT (the “Agreement”) is made as of this ___ day of _______ 2004, by and between UBS Fund Advisor, L.L.C. (“UBSAdmin”) and UBS Multi-Strat Fund, L.L.C. (the “Fund”).

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