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 AGREEMENTPlacement 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,
FORM OF INVESTMENT ADVISORY AGREEMENTInvestment 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").
