CUSTODY AGREEMENT Dated November 18, 2020 Between UMB BANK, N.A. and NB CROSSROADS PRIVATE MARKETS ACCESS FUND LLCCustody Agreement • December 1st, 2020 • NB Crossroads Private Markets Access Fund 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 NB Crossroads Private Markets Access Fund LLC, a Delaware limited liability company (the "Fund").
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • December 1st, 2020 • NB Crossroads Private Markets Access Fund LLC • New York
THIS INVESTMENT ADVISORY AGREEMENT is made as of October 22, 2020, by and between NB Crossroads Private Markets Access Fund LLC (the “Fund”) and Neuberger Berman Investment Advisers LLC, a Delaware limited liability company (the “Investment Adviser”).
EXPENSE LIMITATION AGREEMENT NB CROSSROADS PRIVATE MARKETS ACCESS FUND LLCExpense Limitation Agreement • June 30th, 2023 • NB Crossroads Private Markets Access Fund LLC
Neuberger Berman Investment Advisers LLC (the “Adviser”) hereby agrees, until July 31, 2024 (the “Limitation Period”), that so long as the Adviser, or an affiliate under common control with the Adviser, continues to serve as investment adviser to NB Crossroads Private Markets Access Fund LLC (the “Fund”), the Adviser will waive and/or reimburse certain annual operating expenses (excluding the expenses listed below) of the Fund so they are limited to 0.30% (30bps) per annum of the Fund’s average monthly net assets of each class of the Fund’s shares of limited liability company interests (“Shares”) (the “Expense Limitation”). Capitalized terms not defined herein shall have the meaning used in the Fund’s prospectus.
DEALER AGREEMENT NB CROSSROADS PRIVATE MARKETS ACCESS FUND LLCDealer Agreement • December 1st, 2020 • NB Crossroads Private Markets Access Fund LLC • New York
This dealer agreement ("Agreement"), dated as of ____________, is entered into between Neuberger Berman BD LLC ("us," "our," "we," or "NBBD") and _______________________ ("you," "your," or "Dealer"). NBBD is the distributor of the shares of NB Crossroads Private Markets Access Fund LLC (the "Fund"). We hereby invite you (i) to distribute the Fund's shares to your customers, (ii) in certain cases to act as a clearing broker-dealer for other introducing or correspondent brokers or registered investment advisers that distribute such shares to their customers ("IBDs"), or (iii) to distribute the Fund's shares to your customers through the services of one or more clearing broker(s) that has entered into an agreement with us ("Clearing Broker") (the definition of "Dealer" or "you" or "your" herein to include each such other IBD or Clearing Broker, and "your customers" to include customers of IBDs), on the following terms:
ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENTAccounting and Recordkeeping Agreement • December 1st, 2020 • NB Crossroads Private Markets Access Fund LLC • Wisconsin
THIS ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of ____________, 2020, by and between UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”) and NB Crossroads Private Markets Access Fund LLC, a Delaware limited liability company (the “Fund”).
DISTRIBUTION AGREEMENTDistribution Agreement • December 1st, 2020 • NB Crossroads Private Markets Access Fund LLC • New York
This Agreement is made as of October 22, 2020, between NB Crossroads Private Markets Access Fund LLC, a Delaware limited liability company (“Fund”), and Neuberger Berman BD LLC, a Delaware limited liability company (“Distributor”).
EXPENSE LIMITATION AGREEMENT NB CROSSROADS PRIVATE MARKETS ACCESS FUND LLCExpense Limitation Agreement • July 29th, 2022 • NB Crossroads Private Markets Access Fund LLC • New York
This Agreement is made and to be performed principally in the State of New York, and except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York. Any amendment to this Agreement shall be in writing signed by the parties hereto, and requires the approval of the Board of Managers of the Fund, including a majority of the Managers who are not “interested persons” of the Fund as that term is defined in the Investment Company Act of 1940. This Agreement supersedes any prior agreement with respect to the subject matter hereof.
ESCROW AGREEMENTEscrow Agreement • December 1st, 2020 • NB Crossroads Private Markets Access Fund LLC • Missouri
This ESCROW AGREEMENT (the “Agreement”) is made and entered into this ___ day of _________________, 2020, by and between NB Crossroads Private Markets Access Fund 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”).
MANAGEMENT FEE WAIVER AGREEMENT NB CROSSROADS PRIVATE MARKETS ACCESS FUND LLCManagement Fee Waiver Agreement • February 18th, 2021 • NB Crossroads Private Markets Access Fund LLC • New York
Neuberger Berman Investment Advisers LLC (the “Adviser”) hereby agrees, that for the period beginning on the commencement of operations (“Commencement Date”) of the NB Crossroads Private Markets Access Fund LLC (the “Fund”) until December 31, 2021 (“Limitation Period”), to reduce its Management Fee to 0.50% (50bps) per annum, of the average monthly net assets (“Initial Fee Waiver”).
EXPENSE LIMITATION AGREEMENT NB CROSSROADS PRIVATE MARKETS ACCESS FUND LLCExpense Limitation Agreement • July 29th, 2021 • NB Crossroads Private Markets Access Fund LLC • New York
This Agreement is made and to be performed principally in the State of New York, and except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York. Any amendment to this Agreement shall be in writing signed by the parties hereto, and requires the approval of the Board of Managers of the Fund, including a majority of the Managers who are not “interested persons” of the Fund as that term is defined in the Investment Company Act of 1940. This Agreement supersedes any prior agreement with respect to the subject matter hereof.
LIMITED LIABILITY COMPANY AGREEMENT OF NB CROSSROADS PRIVATE MARKETS ACCESS FUND LLCLimited Liability Company Agreement • December 1st, 2020 • NB Crossroads Private Markets Access Fund LLC • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of NB Crossroads Private Markets Access Fund LLC, a Delaware limited liability company (the "Fund"), is made as of the 10th day of July, 2020, 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 Fund pursuant to the provisions of the Delaware Limited Liability Company Act.
EXPENSE LIMITATION AGREEMENT NB CROSSROADS PRIVATE MARKETS ACCESS FUND LLCExpense Limitation Agreement • December 1st, 2020 • NB Crossroads Private Markets Access Fund LLC • New York
This Agreement is made and to be performed principally in the State of New York, and except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York. Any amendment to this Agreement shall be in writing signed by the parties hereto, and requires the approval of the Board of Managers of the Fund, including a majority of the Managers who are not “interested persons” of the Fund as that term is defined in the Investment Company Act of 1940. This Agreement supersedes any prior agreement with respect to the subject matter hereof.
EXPENSE LIMITATION AGREEMENT NB CROSSROADS PRIVATE MARKETS ACCESS FUND LLCExpense Limitation Agreement • February 18th, 2021 • NB Crossroads Private Markets Access Fund LLC • New York
This Agreement is made and to be performed principally in the State of New York, and except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York. Any amendment to this Agreement shall be in writing signed by the parties hereto, and requires the approval of the Board of Managers of the Fund, including a majority of the Managers who are not “interested persons” of the Fund as that term is defined in the Investment Company Act of 1940. This Agreement supersedes any prior agreement with respect to the subject matter hereof.
MANAGEMENT FEE WAIVER AGREEMENT NB CROSSROADS PRIVATE MARKETS ACCESS FUND LLCManagement Fee Waiver Agreement • July 29th, 2022 • NB Crossroads Private Markets Access Fund LLC • New York
Neuberger Berman Investment Advisers LLC (the “Adviser”) hereby agrees, that for the period beginning on the commencement of operations (“Commencement Date”) of the NB Crossroads Private Markets Access Fund LLC (the “Fund”) until December 31, 2021 (“Limitation Period”), to reduce its Management Fee to 0.50% (50bps) per annum of the average monthly net assets (“Initial Fee Waiver”).
INVESTMENT SUB-ADVISORY AGREEMENT for NB CROSSROADS PRIVATE MARKETS ACCESS FUND LLCInvestment Sub-Advisory Agreement • December 1st, 2020 • NB Crossroads Private Markets Access Fund LLC
We have entered into an investment advisory agreement, dated as of October 22, 2020, (the “Investment Advisory Agreement”) with NB Crossroads Private Markets Access Fund LLC (the “Fund”) pursuant to which we are to act as investment adviser (the “Adviser”) to such Fund. We hereby agree with you as follows:
Subscription AgreementNB Crossroads Private Markets Access Fund LLC • December 1st, 2020 • Delaware
The undersigned (the “Subscriber”) hereby acknowledges having received and read the prospectus (as amended and supplemented from time to time, the “Prospectus”) of NB Crossroads Private Markets Access Fund LLC (the “Fund”) and the limited liability company agreement of the Fund (as amended and restated from time to time, the “LLC Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Fund’s Prospectus and LLC Agreement.
EXPENSE LIMITATION AGREEMENT NB PRIVATE MARKETS ACCESS FUND LLCExpense Limitation Agreement • March 15th, 2024 • NB Private Markets Access Fund LLC
Neuberger Berman Investment Advisers LLC (the “Adviser”) hereby agrees, until July 31, 2025 (the “Limitation Period”), that so long as the Adviser, or an affiliate under common control with the Adviser, continues to serve as investment adviser to NB Private Markets Access Fund LLC (the “Fund”), the Adviser will waive and/or reimburse certain annual operating expenses (excluding the expenses listed below) of the Fund so they are limited to 0.30% (30bps) per annum of the Fund’s average monthly net assets of each class of the Fund’s shares of limited liability company interests (“Shares”) (the “Expense Limitation”). Capitalized terms not defined herein shall have the meaning used in the Fund’s prospectus.
