CUSTODY AGREEMENT Dated August 17, 2011 Between UMB BANK, N.A. and THE FUNDS LISTED IN APPENDIX B CUSTODY AGREEMENTCustody Agreement • March 8th, 2013 • Excelsior Private Markets Fund II (TE), LLC
This agreement made as of the date first set forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter “Custodian”), and each of the Funds listed on Appendix B hereof, together with such additional Funds which shall be made parties to this Agreement by the execution of Appendix B hereto (individually, a “Fund” and collectively, the “Funds”).
LIMITED LIABILITY COMPANY AGREEMENT OF EXCELSIOR PRIVATE MARKETS FUND II (TE), LLCLimited Liability Company Agreement • March 8th, 2013 • Excelsior Private Markets Fund II (TE), LLC • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Excelsior Private Markets Fund II (TE), LLC, a Delaware limited liability company (the “Company”), is made as of the 1st day of December, 2011, by and among the Organizational Member, the Managers and those Persons hereinafter admitted as Members and has been executed for the purpose of providing for the operation of the Company pursuant to the provisions of the Delaware Limited Liability Company Act.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 8th, 2013 • Excelsior Private Markets Fund II (TE), 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,
MANAGEMENT AGREEMENTManagement Agreement • March 8th, 2013 • Excelsior Private Markets Fund II (TE), LLC • New York
THIS MANAGEMENT AGREEMENT is made and executed the 1st day of December, 2011, by and between Excelsior Private Markets Fund II (TE), LLC, a Delaware limited liability company (the “Company”), and Bank of America Capital Advisors LLC, a Delaware limited liability company (“BACA”).
ESCROW AGREEMENTEscrow Agreement • March 8th, 2013 • Excelsior Private Markets Fund II (TE), LLC • Missouri
This ESCROW AGREEMENT (the “Agreement”) is made and entered into this 1 day of January, 2011, by and between Excelsior Private Markets Fund II (TE), LLC, a Delaware limited liability company (the “Fund”), UMB Fund Services, Inc., as recordkeeper (“UMBFS”) and UMB Bank, N.A., a national banking association organized and existing under the laws of the United States of America, as escrow agent (the “Escrow Agent”).
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENTAdministration and Accounting Services Agreement • March 8th, 2013 • Excelsior Private Markets Fund II (TE), LLC
THIS SECOND AMENDED AND RESTATED ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT is made and entered into as of the 30th day of December, 2011, by and between J D Clark & Company (the “Administrator") and Excelsior Global Private Markets Fund II (TE), LLC ("Excelsior").
MASTER / FEEDER AGREEMENT BETWEEN Excelsior Private Markets Fund II (Te), LLC AND Excelsior Private Markets Fund II (OFFSHORE), LDC dated as of December 31, 2011Agreement • March 8th, 2013 • Excelsior Private Markets Fund II (TE), LLC • New York
THIS AGREEMENT (the “Agreement”) is made and entered into as of the 31st day of December, 2011, by and among Excelsior Private Markets Fund II (TE), LLC (the “Feeder Fund”), a Delaware limited liability company, and Excelsior Private Markets Fund II (Offshore), LDC (the “Offshore Fund”), an exempted company incorporated under the laws of the Cayman Islands.
