Center Coast Core MLP Fund II, LLC Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • May 31st, 2011 • Center Coast Core MLP Fund II, LLC • Missouri

This ESCROW AGREEMENT (the “Agreement”) is made and entered into this ___ day of ________, 20___, by and between the Center Coast Core MLF Fund II, 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”).

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PRIVATE PLACEMENT AGENT AGREEMENT
Private Placement Agent Agreement • May 31st, 2011 • Center Coast Core MLP Fund II, LLC • Delaware

AGREEMENT made as of the ___ day of ___________ 2011, by and between Center Coast Core MLP Focus Fund II, LLC, a Delaware limited liability company (the “Fund”) and Foreside Fund Services, LLC, a Delaware limited liability company, with its principal office and place of business at Three Canal Plaza, Portland, Maine 04101 (“Foreside” or the “Placement Agent”).

ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
Accounting and Recordkeeping Agreement • May 31st, 2011 • Center Coast Core MLP Fund II, LLC • Delaware

THIS ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of this __ day of _____________, 20__, by and between Center Coast Core MLP Fund II, LLC, a Delaware limited liability company (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).

SPONSOR AGREEMENT
Sponsor Agreement • May 31st, 2011 • Center Coast Core MLP Fund II, LLC • Delaware

THIS AGREEMENT (the “Agreement”) is made as of the [ ] day of [ ], 2011, by and between Center Coast Core MLP Fund II, LLC, a Delaware limited liability company (the “Fund”), and Registered Fund Solutions, LLC, a Delaware limited liability company (“Registered Fund Solutions”).

FUND SERVICING AGREEMENT
Fund Servicing Agreement • May 31st, 2011 • Center Coast Core MLP Fund II, LLC • Delaware

THIS AGREEMENT (the “Agreement”) is made as of the [ ] day of [ ], 2011, by and between Center Coast Core MLP Fund II, LLC, a Delaware limited liability company (the “Fund”), and Center Coast Capital Advisors, LP, a Delaware limited partnership (“Center Coast”).

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • May 31st, 2011 • Center Coast Core MLP Fund II, LLC • Delaware

AGREEMENT made as of the [__] day of [____], 2011 by and among Center Coast Core MLP Fund II, LLC, a Delaware limited liability company (the “Fund”) and Center Coast Capital Advisors, LP, a Delaware limited partnership (the "CCC").

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