Excelsior Multi-Strategy Hedge Fund of Funds Master Fund LLC Sample Contracts

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FUNDS REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, LISTED IN APPENDIX A1 (each the "Fund"2) MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (the "Selling Agent") PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • October 15th, 2012 • Excelsior Multi-Strategy Hedge Fund of Funds Master Fund LLC • New York

Subject to the terms and conditions of this Agreement (in particular, Section 4 hereof) and the Selling Agent's good faith judgment of prevailing market conditions and the current marketability of the Fund, the Selling Agent hereby agrees to use reasonable efforts to solicit, on behalf of and as agent for the Fund, investments in the limited liability company interests (the "Interests") of the Fund, a limited liability company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). Each of the managers or investment advisers, as applicable, listed in Appendix A, as may be amended from time to time (the "Manager"3), serves as the manager or investment adviser to the applicable Fund listed on the Appendix A and provides management or investment advisory services, as applicable, to such Fund. This Agreement is made separately among: (i) each Fund listed in Appendix A; (ii) the applicable Fund's respective Manager listed in Appendix A (with respect to Sections 2,

JOINT INSURED AGREEMENT
Joint Insured Agreement • January 10th, 2012 • Excelsior Multi-Strategy Hedge Fund of Funds Master Fund LLC

This AMENDED AND RESTATED JOINT INSURED BOND AGREEMENT (the "Agreement"), dated as of December 21, 2011 by and among Excelsior Venture Partners III, LLC; Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC; Excelsior Multi-Strategy Hedge Fund of Funds (TE), LLC; Excelsior Multi-Strategy Hedge Fund of Funds (TI 2), LLC; Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC; Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC; Excelsior Directional Hedge Fund of Funds, Ltd.; Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd.; Excelsior Buyout Investors, LLC; UST Global Private Markets Fund, LLC; Excelsior Private Markets Fund II (TI), LLC; Excelsior Private Markets Fund II (TE), LLC and Excelsior Private Markets Fund II (Master), LLC and Excelsior Private Markets Fund II (Offshore), LDC (collectively, the "Funds").

SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of April 1, 2015
Limited Liability Company Agreement • June 29th, 2015 • Man FRM Alternative Multi-Strategy Fund LLC • Delaware

THIS SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Man FRM Alternative Multi-Strategy Fund LLC (the "Company") is dated as of April 1, 2015 by and among Alan Brott, John C. Hover II, Victor F. Imbimbo, Jr., Stephen V. Murphy and Thomas G. Yellin, as the Managers, and those persons hereinafter admitted as Members.

WITNESSETH:
Administration and Accounting Services Agreement • October 4th, 2000 • Excelsior Hedge Fund of Funds I LLC
AND
Custodian Contract • October 4th, 2000 • Excelsior Hedge Fund of Funds I LLC • North Carolina
FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 15th, 2012 • Excelsior Multi-Strategy Hedge Fund of Funds Master Fund LLC • New York

THIS INVESTMENT ADVISORY AGREEMENT is made and executed the ___ day of _____________, 2012, by and between Excelsior Multi-Strategy Hedge Fund of Funds, LLC, a Delaware limited liability company (the "Fund"), and Bank of America Capital Advisors LLC, a Delaware limited liability company (the "Adviser").

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