FIRST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
FIRST
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
THIS FIRST AMENDMENT to the
Investment Advisory Agreement (the “Amendment”) is made as of September 11, 2009
by and between UST Global Private Markets Fund, LLC (the “Company”) and Bank of
America Capital Advisors, LLC (the “Investment Adviser”).
WHEREAS, the Company and the
Investment Adviser are parties to that certain Investment Advisory
Agreement dated October 29, 2007 (the “Advisory
Agreement”). Capitalized terms used herein and not defined shall have
the meanings given to them in the Advisory Agreement;
WHEREAS, Exhibit A to the
Advisory Agreement sets forth the Advisory Fees and the carried interest that
are subject of the Advisory Agreement; and
WHEREAS, the Company and the
Investment Adviser, acting pursuant to Section 14 of Advisory Agreement, wish to
amend the Advisory Agreement by adopting a revised Exhibit A attached hereto and
the Company’s Board of Managers at a meeting held on September 11, 2009 have
approved this Amendment.
NOW, THEREFORE, in
consideration of the mutual covenants herein contained, and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto do hereby amend the
Advisory Agreement as follows:
1. Exhibit
A originally attached to the Advisory Agreement will hereby be replaced with a
revised Exhibit A attached hereto this Amendment.
2. Except
as amended or otherwise modified herein, the Advisory Agreement shall remain in
full force and effect, and all future references to the Advisory Agreement shall
mean the Advisory Agreement as amended herein.
3. This
Amendment may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which shall constitute one and the same
document. This Amendment may be executed by facsimile
signatures.
[Remainder
of page intentionally left blank.]
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
on the day and year first above written.
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By:
/s/ Xxxxx X.
Xxxxxx
Name: Xxxxx
X. Xxxxxx
Title: President
and CEO
BANK
OF AMERICA CAPITAL ADVISORS LLC
By: /s/ Xxxxx X.
Xxxxxx
Name: Xxxxx
X. Xxxxxx
Title: Managing
Director
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EXHIBIT
A
Effective
as of September 11, 2009
Following
are the Advisory Fees and carried interest that are the subject of this
Agreement:
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Advisory
Fees
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The
Company shall pay the Investment Adviser a fee of 1.5% on capital
commitments (the “Advisory Fee”), with annual 10% step-down starting on
the third anniversary of the final closing of the subscription of units
and continuing until the Advisory Fee reaches 0.25%.*
*The
Advisory Fee will not exceed the original advisory fee of $2 million per
annum plus a variable fee of 0.65% of the Company’s net asset value
(exclusive of assets held in cash and cash equivalents) per
annum.
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Carried
Interest
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10%
of distributions, after the Company has distributed 125% of all drawn
commitments to members of the
Company.
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