CUSTODY AGREEMENT Dated [ ] Between UMB BANK, N.A. and THE FUNDS LISTED IN APPENDIX BCustody Agreement • October 22nd, 2021 • NB Crossroads Private Markets Fund VII LP
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”).
NB CROSSROADS PRIVATE MARKETS FUND VII LP Placement Agency AgreementPlacement Agency Agreement • October 22nd, 2021 • NB Crossroads Private Markets Fund VII LP • New York
AGREEMENT made as of the [ ] day of [ ], 2021 by and between NB Crossroads Private Markets Fund VII LP, a Delaware limited partnership, with its principal office and place of business at 325 North Saint Paul Street, 49th Floor, Dallas, Texas 75201 (the “Fund”), and Neuberger Berman BD LLC, a Delaware limited liability company with its principal office and place of business at 1290 Avenue of the Americas, New York, New York 10104 (the “Placement Agent”).
LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • October 22nd, 2021 • NB Crossroads Private Markets Fund VII LP • Delaware
This LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of NB Crossroads Private Markets Fund VII LP, a Delaware limited partnership (the “Fund”), is made as of the 11th day of March, 2021, by and among NB Crossroads PMF VII GP LLC, as the General Partner and James Bowden, as the Organizational Limited Partner, and each Person hereinafter admitted as a Limited Partner, and has been executed for the purpose of providing for the operation of the Fund pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act.
ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENTAdministration, Fund Accounting and Recordkeeping Agreement • October 22nd, 2021 • NB Crossroads Private Markets Fund VII LP • Wisconsin
THIS ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of ____________________, 2021, by and between UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”) and each of the Funds set forth on Appendix A hereto (each such Fund shall hereinafter referred to as a “Fund” and collectively the “Funds”). Although the Administrator and each Fund have executed this Agreement in the form of a master agreement for administrative convenience, this Agreement shall create a separate Agreement for each Fund as though the Administrator had executed a separate Agreement with each Fund. The rights and obligations of each Fund under this Agreement are several. No rights, responsibilities or liabilities of a Fund shall be attributed to any other Fund.
Subscription AgreementSubscription Agreement • October 22nd, 2021 • NB Crossroads Private Markets Fund VII LP • Delaware
The undersigned (the “Subscriber”) hereby acknowledges having received and read the Confidential Private Offering Memorandum (the “OM”) of the Fund selected and indicated by the Subscriber in the Investor Information Form and the limited partnership agreement of the applicable Fund (as amended from time to time, the “Partnership Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the applicable Fund’s OM and Partnership Agreement.
