Exhibit 10.3
                                                                 ------------

                        CUSTODIAN SERVICES AGREEMENT

     THIS AGREEMENT is made as of January 1, 2002 by and between PFPC TRUST
COMPANY ("PFPC Trust"), and EXCELSIOR PRIVATE EQUITY FUND II, INC. (the
"Fund").

                           W I T N E S S E T H:

     WHEREAS, the Fund is a closed-end, non-diversified management
investment company that has elected to be treated as a business development
company under the Investment Company Act of 1940, as amended (the "1940
Act"); and

     WHEREAS, the Fund wishes to retain PFPC Trust to provide custodian
services, and PFPC Trust wishes to furnish custodian services, either
directly or through an affiliate or affiliates, as more fully described
herein.

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties
hereto agree as follows:

1.   Definitions. As Used in This Agreement:

      (a)   "1933 Act" means the Securities Act of 1933, as amended.

      (b)   "1934 Act" means the Securities Exchange Act of 1934, as
            amended.

      (c)   "Authorized Person" means any officer of the Fund and any other
            person authorized by the Fund to give Oral or Written
            Instructions on behalf of the Fund. An Authorized Person's
            scope of authority may be limited by setting forth such
            limitation in a written document signed by both parties hereto.

      (d)   "Book-Entry System" means Federal Reserve Treasury book-entry
            system for United States and federal agency securities, its
            successor or successors, and its nominee or nominees and any
            book-entry system maintained by an exchange registered with the
            SEC under the 1934 Act.

      (e)   "CEA" means the Commodities Exchange Act, as amended.

      (f)   "Change of Control" means a change in ownership or control (not
            including transactions between wholly-owned direct or indirect
            subsidiaries of a common parent) of 25% or more of the
            beneficial ownership of the shares of common stock or shares of
            beneficial interest of an entity or its parent(s).

      (g)   "Oral Instructions" mean oral instructions received by PFPC
            Trust from an Authorized Person or from a person reasonably
            believed by PFPC Trust to be an Authorized Person. PFPC Trust
            may, in its sole discretion in each separate instance, consider
            and rely upon instructions it receives from an Authorized
            Person via electronic mail as Oral Instructions.

      (h)   "PFPC Trust" means PFPC Trust Company or a subsidiary or
            affiliate of PFPC Trust Company.

      (i)   "SEC" means the Securities and Exchange Commission.

      (j)   "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act
            and the CEA.

      (k)   "Shares" mean the shares of beneficial interest of any series
            or class of the Fund.

      (l)   "Property" means:

            (i)   any and all securities and other investment items which
                  the Fund may from time to time deposit, or cause to be
                  deposited, with PFPC Trust or which PFPC Trust may from
                  time to time hold for the Fund;

            (ii)  all income in respect of any of such securities or other
                  investment items;

            (iii) all proceeds of the sale of any of such securities or
                  investment items; and

            (iv)  all proceeds of the sale of securities issued by the
                  Fund, which are received by PFPC Trust from time to time,
                  from or on behalf of the Fund.

      (m)   "Written Instructions" mean (i) written instructions signed by
            two Authorized Persons and received by PFPC Trust or (ii) trade
            instructions transmitted by means of an electronic transaction
            reporting system which requires the use of a password or other
            authorized identifier in order to gain access. The instructions
            may be delivered electronically or by hand, mail, tested
            telegram, cable, telex or facsimile sending device.

2.    Appointment. The Fund hereby appoints PFPC Trust to provide custodian
      services to the Fund and PFPC Trust accepts such appointment and
      agrees to furnish such services.

3.    Delivery of Documents. The Fund has provided or, where applicable,
      will provide PFPC Trust with the following:

      (a)   at PFPC Trust's request, certified or authenticated copies of
            the resolutions of the Fund's directors, approving the
            appointment of PFPC Trust or its affiliates to provide
            services;

      (b)   a copy of the Fund's registration of securities pursuant to
            section 12(g) of the Securities Exchange Act of 1934 on Form
            8-A;

      (c)   a copy of the Fund's notification of election to be subject to
            sections 55 through 65 of the 1940 Act pursuant to Section
            54(a) of the 1940 Act;

      (d)   a copy of the Fund's most recent effective registration
            statement;

      (e)   a copy of the Fund's advisory agreements;

      (f)   a copy of the distribution/underwriting agreement with respect
            to each class of Shares;

      (g)   a copy of the Fund's administration agreement;

      (h)   copies of any distribution and/or member servicing plans and
            agreements made in respect of the Fund; and

      (i)   certified or authenticated copies of any and all amendments or
            supplements to the foregoing.

4.    Compliance with Laws.

      PFPC Trust undertakes to comply with material applicable requirements
      of the Securities Laws and material laws, rules and regulations of
      governmental authorities having jurisdiction with respect to the
      duties to be performed by PFPC Trust hereunder. Except as
      specifically set forth herein, PFPC Trust assumes no responsibility
      for such compliance by the Fund or any other entity.

5. Instructions.

      (a)   Unless otherwise provided in this Agreement, PFPC Trust shall
            act only upon Oral Instructions or Written Instructions.

      (b)   PFPC Trust shall be entitled to rely upon any Oral Instruction
            or Written Instruction it receives from an Authorized Person
            (or from a person reasonably believed by PFPC Trust to be an
            Authorized Person) pursuant to this Agreement. PFPC Trust may
            assume that any Oral Instructions or Written Instructions
            received hereunder are not in any way inconsistent with the
            provisions of organizational documents of the Fund or of any
            vote, resolution or proceeding of the Fund's directors or of
            the Fund's shareholders, unless and until PFPC Trust receives
            Written Instructions to the contrary.

      (c)   The Fund agrees to forward to PFPC Trust Written Instructions
            confirming Oral Instructions (except where such Oral
            Instructions are given by PFPC Trust or its affiliates) so that
            PFPC Trust receives the Written Instructions by the close of
            business on the day after such Oral Instructions are received.
            The fact that such confirming Written Instructions are not
            received by PFPC Trust or differ from the Oral Instructions
            shall in no way invalidate the transactions or enforceability
            of the transactions authorized by the Oral Instructions or PFPC
            Trust's ability to rely upon such Oral Instructions. Where Oral
            Instructions or Written Instructions reasonably appear to have
            been received from an Authorized Person, PFPC Trust shall incur
            no liability to the Fund in acting upon such Oral Instructions
            or Written Instructions provided that PFPC Trust's actions
            comply with the other provisions of this Agreement.

6.    Right to Receive Advice.

      (a)   Advice of the Fund. If PFPC Trust is in doubt as to any action
            it should or should not take, PFPC Trust may request directions
            or advice, including Oral Instructions or Written Instructions,
            from the Fund.

      (b)   Advice of Counsel. If PFPC Trust shall be in doubt as to any
            question of law pertaining to any action it should or should
            not take, PFPC Trust may request advice from counsel of its own
            choosing (who may be counsel for the Fund, the Fund's
            investment adviser or PFPC Trust, at the option of PFPC Trust).

      (c)   Conflicting Advice. In the event of a conflict between
            directions or advice or Oral Instructions or Written
            Instructions PFPC Trust receives from the Fund, and the advice
            it receives from counsel, PFPC Trust shall be entitled to rely
            upon and follow the advice of counsel.

      (d)   Protection of PFPC Trust. PFPC Trust shall be protected in any
            action it takes or does not take in reliance upon directions or
            advice or Oral Instructions or Written Instructions it receives
            from the Fund or from counsel and which PFPC Trust believes, in
            good faith, to be consistent with those directions or advice or
            Oral Instructions or Written Instructions. Nothing in this
            section shall be construed so as to impose an obligation upon
            PFPC Trust (i) to seek such directions or advice or Oral
            Instructions or Written Instructions, or (ii) to act in
            accordance with such directions or advice or Oral Instructions
            or Written Instructions unless, under the terms of other
            provisions of this Agreement, the same is a condition of PFPC
            Trust's properly taking or not taking such action.

7.    Records; Visits. The books and records pertaining to the Fund,
      which are in the possession or under the control of PFPC Trust,
      shall be the property of the Fund. Such books and records shall
      be prepared and maintained as required by the 1940 Act and
      other applicable securities laws, rules and regulations. The
      Fund and Authorized Persons shall have access to such books and
      records at all times during PFPC Trust's normal business hours.
      Upon the reasonable request of the Fund, copies of any such
      books and records shall be provided by PFPC Trust to the Fund
      or to an authorized representative of the Fund, at the Fund's expense.

8.    Confidentiality. Each party shall keep confidential any information
      relating to the other party's business ("Confidential Information").
      Confidential Information shall include (a) any data or information
      that is competitively sensitive material, and not generally known to
      the public, including, but not limited to, information about product
      plans, marketing strategies, finances, operations, customer
      relationships, customer profiles, customer lists, sales estimates,
      business plans, and internal performance results relating to the
      past, present or future business activities of the Fund or PFPC
      Trust, their respective subsidiaries and affiliated companies and the
      customers, clients and suppliers of any of them; (b) any scientific
      or technical information, design, process, procedure, formula, or
      improvement that is commercially valuable and secret in the sense
      that its confidentiality affords the Fund or PFPC Trust a competitive
      advantage over its competitors; (c) all confidential or proprietary
      concepts, documentation, reports, data, specifications, computer
      software, source code, object code, flow charts, databases,
      inventions, know-how, and trade secrets, whether or not patentable or
      copyrightable; and (d) anything designated as confidential.
      Notwithstanding the foregoing, information shall not be subject to
      such confidentiality obligations if it: (a) is already known to the
      receiving party at the time it is obtained; (b) is or becomes
      publicly known or available through no wrongful act of the receiving
      party; (c) is rightfully received from a third party who, to the best
      of the receiving party's knowledge, is not under a duty of
      confidentiality; (d) is released by the protected party to a third
      party without restriction; (e) is required to be disclosed by the
      receiving party pursuant to a requirement of a court order, subpoena,
      governmental or regulatory agency or law (provided the receiving
      party will provide the other party written notice of such
      requirement, to the extent such notice is permitted); (f) is relevant
      to the defense of any claim or cause of action asserted against the
      receiving party; or (g) has been or is independently developed or
      obtained by the receiving party.

9.    Cooperation with Accountants. PFPC Trust shall cooperate with the
      Fund's independent public accountants and shall take all reasonable
      action to make any requested information available to such
      accountants as reasonably requested by the Fund.

10.   PFPC System. PFPC Trust shall retain title to and ownership of any
      and all data bases, computer programs, screen formats, report
      formats, interactive design techniques, derivative works, inventions,
      discoveries, patentable or copyrightable matters, concepts,
      expertise, patents, copyrights, trade secrets, and other related
      legal rights utilized by PFPC Trust in connection with the services
      provided by PFPC Trust to the Fund (collectively, "PFPC System
      Elements"). To the extent that PFPC System Elements are incorporated
      in any work product produced for the Fund, PFPC Trust hereby grants a
      non-exclusive, royalty-free and non-transferable license to use for
      its internal purposes the PFPC System Elements in the form provided
      to the Fund.

11.   Disaster Recovery. PFPC Trust shall enter into and shall maintain in
      effect with appropriate parties one or more agreements making
      reasonable provisions for emergency use of electronic data processing
      equipment to the extent appropriate equipment is available. In the
      event of equipment failures, PFPC Trust shall, at no additional
      expense to the Fund, take reasonable steps to minimize service
      interruptions. PFPC Trust shall have no liability with respect to the
      loss of data or service interruptions caused by equipment failure
      provided such loss or interruption is not caused by PFPC Trust's own
      willful misfeasance, bad faith, negligence or reckless disregard of
      its duties or obligations under this Agreement.

12.   Compensation. As compensation for custody services rendered by
      PFPC Trust during the term of this Agreement, the Fund will pay to PFPC
      Trust a fee or fees as may be agreed to in writing from time to time by
      the Fund and PFPC Trust. The Fund acknowledges that PFPC Trust may receive
      float benefits in connection with maintaining certain accounts required
      to provide services under this Agreement.

13.   Indemnification.

      (a)   The Fund agrees to indemnify and hold harmless PFPC Trust and
            its affiliates from all taxes, charges, expenses, assessments,
            claims and liabilities (including, without limitation,
            attorneys' fees and disbursements and liabilities arising under
            the Securities Laws and any state and foreign securities and
            blue sky laws) arising directly or indirectly from any action
            or omission to act which PFPC Trust takes in connection with
            the provision of services to the Fund. Neither PFPC Trust, nor
            any of its affiliates, shall be indemnified against any
            liability (or any expenses incident to such liability) caused
            by PFPC Trust's or its affiliates' own willful misfeasance, bad
            faith, negligence or reckless disregard of its duties and
            obligations under this Agreement.

      (b)   Notwithstanding anything in this Agreement to the contrary,
            neither the Fund nor its affiliates shall be liable for any
            consequential, special or indirect losses or damages whether or
            not the likelihood of such damages or loss was known by the
            Fund or its affiliates.

14.   Responsibility of PFPC Trust.

      (a)   PFPC Trust shall be under no duty to take any action hereunder
            on behalf of the Fund except as specifically set forth herein
            or as may be specifically agreed to by PFPC Trust and the Fund
            in a written amendment hereto. PFPC Trust shall be obligated to
            exercise care and diligence in the performance of its duties
            hereunder and to act in good faith in performing services
            provided for under this Agreement. PFPC Trust shall be liable
            only for any damages arising out of PFPC Trust's failure to
            perform its duties under this Agreement to the extent such
            damages arise out of PFPC Trust's willful misfeasance, bad
            faith, negligence or reckless disregard of its duties under
            this Agreement.

      (b)   Without limiting the generality of the foregoing or of any
            other provision of this Agreement, (i) PFPC Trust shall not be
            liable for losses beyond its control, including without
            limitation (subject to Section 11), delays or errors or loss of
            data occurring by reason of circumstances beyond PFPC Trust's
            control, provided that PFPC Trust has acted in accordance with
            the standard set forth in Section 14(a) above; and (ii) PFPC
            Trust shall not be under any duty or obligation to inquire into
            and shall not be liable for the validity or invalidity or
            authority or lack thereof of any Oral Instruction or Written
            Instruction, notice or other instrument which PFPC Trust
            reasonably believes to be genuine.

      (c)   Notwithstanding anything in this Agreement to the contrary,
            neither PFPC Trust nor its affiliates shall be liable for any
            consequential, special or indirect losses or damages, whether
            or not the likelihood of such losses or damages was known by
            PFPC Trust or its affiliates

      (d)   Each party shall have a duty to mitigate damages for which the
            other party may become responsible.

15.   Description of Services.

      (a)   Delivery of the Property. The Fund will deliver or arrange for
            delivery to PFPC Trust, all the Property owned by the Fund,
            including cash received as a result of the distribution of
            Shares, during the term of this Agreement. PFPC Trust will not
            be responsible for such property until actual receipt.

      (b)   Receipt and Disbursement of Money. PFPC Trust, acting upon
            Written Instructions, shall open and maintain separate accounts
            in the Fund's name using all cash received from or for the
            account of the Fund, subject to the terms of this Agreement. In
            addition, upon Written Instructions, PFPC Trust shall open
            separate custodial accounts for the Fund (collectively, the
            "Accounts") and shall hold in the Accounts all cash received
            from or for the Accounts of the Fund specifically designated to
            the Fund.

            PFPC Trust shall make cash payments from or for the Fund only for:

            (i)   purchases of securities in the name of the Fund, PFPC
                  Trust, PFPC Trust's nominee or a sub-custodian or nominee
                  thereof as provided in sub-section (j) and for which PFPC
                  Trust has received a copy of the broker's or dealer's
                  confirmation or payee's invoice, as appropriate;

            (ii)  purchase or redemption of Shares of the Fund delivered to
                  PFPC Trust;

            (iii) payment of, subject to Written Instructions, interest,
                  taxes, administration, accounting, distribution,
                  advisory, management fees or similar expenses which are
                  to be borne by the Fund;

            (iv)  payment to, subject to receipt of Written Instructions,
                  the Fund's transfer agent, as agent for the shareholders,
                  of an amount equal to the amount of dividends and
                  distributions stated in the Written Instructions to be
                  distributed in cash by the transfer agent to
                  shareholders, or, in lieu of paying the Fund's transfer
                  agent, PFPC Trust may arrange for the direct payment of
                  cash dividends and distributions to shareholders in
                  accordance with procedures mutually agreed upon from time
                  to time by and among the Fund, PFPC Trust and the Fund's
                  transfer agent.

            (v)   payments, upon receipt of Written Instructions, in
                  connection with the conversion, exchange or surrender of
                  securities owned or subscribed to by the Fund and held by
                  or delivered to PFPC Trust;

            (vi)  payments of the amounts of dividends received with
                  respect to securities sold short;

            (vii) payments made to a sub-custodian pursuant to provisions
                  in sub-section (c) of this Section; and

            (viii) other payments, upon Written Instructions.

      PFPC Trust is hereby authorized to endorse and collect all checks,
      drafts or other orders for the payment of money received as custodian
      for the Accounts.

      (c)   Receipt of Securities; Subcustodians.

            (i)   PFPC Trust shall hold all securities received by it for
                  the Accounts in a separate account that physically
                  segregates such securities from those of any other
                  persons, firms or corporations, except for securities
                  held in a Book-Entry System. All such securities shall be
                  held or disposed of only upon Written Instructions of the
                  Fund pursuant to the terms of this Agreement. PFPC Trust
                  shall have no power or authority to assign, hypothecate,
                  pledge or otherwise dispose of any such securities or
                  investment, except upon the express terms of this
                  Agreement or upon Written Instructions authorizing the
                  transaction. In no case may any member of the Fund's
                  directors, or any officer, employee or agent of the Fund
                  withdraw any securities.

                  At PFPC Trust's own expense and for its own convenience,
                  PFPC Trust may enter into sub-custodian agreements with
                  other banks or trust companies to perform duties
                  described in this sub-section (c) with respect to
                  domestic assets. Such bank or trust company shall have an
                  aggregate capital, surplus and undivided profits,
                  according to its last published report, of at least one
                  million dollars ($1,000,000), if it is a subsidiary or
                  affiliate of PFPC Trust, or at least twenty million
                  dollars ($20,000,000) if such bank or trust company is
                  not a subsidiary or affiliate of PFPC Trust. In addition,
                  such bank or trust company must be qualified to act as
                  custodian and agree to comply with the relevant
                  provisions of applicable rules and regulations. Any such
                  arrangement will not be entered into without prior
                  written notice to the Fund (or as otherwise provided in
                  the 1940 Act).

                  In addition, PFPC Trust may enter into arrangements with
                  sub-custodians with respect to services regarding foreign
                  assets. Any such arrangement will be entered into with
                  prior written notice to the Fund (or as otherwise
                  provided in the 1940 Act).

                  PFPC Trust shall remain responsible for the performance
                  of all of its duties as described in this Agreement and
                  shall hold the Fund harmless from its own acts or
                  omissions, under the standards of care provided for
                  herein, or the acts and omissions of any sub-custodian
                  chosen by PFPC Trust under the terms of this sub-section
                  (c).

      (d)   Transactions Requiring Instructions. Upon receipt of Oral
            Instructions or Written Instructions and not otherwise, PFPC
            Trust, directly or through the use of the Book-Entry System,
            shall:

            (i)   deliver any securities held for the Fund against the
                  receipt of payment for the sale of such securities;

            (ii)  execute and deliver to such persons as may be designated
                  in such Oral Instructions or Written Instructions,
                  proxies, consents, authorizations, and any other
                  instruments whereby the authority of the Fund as owner of
                  any securities may be exercised;

            (iii) deliver any securities to the issuer thereof, or its
                  agent, when such securities are called, redeemed, retired
                  or otherwise become payable at the option of the holder;
                  provided that, in any such case, the cash or other
                  consideration is to be delivered to PFPC Trust;

            (iv)  deliver any securities held for the Fund against receipt
                  of other securities or cash issued or paid in connection
                  with the liquidation, reorganization, refinancing, tender
                  offer, merger, consolidation or recapitalization of any
                  corporation, or the exercise of any conversion privilege;

            (v)   deliver any securities held for the Fund to any
                  protective committee, reorganization committee or other
                  person in connection with the reorganization,
                  refinancing, merger, consolidation, recapitalization or
                  sale of assets of any corporation, and receive and hold
                  under the terms of this Agreement such certificates of
                  deposit, interim receipts or other instruments or
                  documents as may be issued to it to evidence such
                  delivery;

            (vi)  make such transfer or exchanges of the assets of the Fund
                  and take such other steps as shall be stated in said Oral
                  Instructions or Written Instructions to be for the
                  purpose of effectuating a duly authorized plan of
                  liquidation, reorganization, merger, consolidation or
                  recapitalization of the Fund;

            (vii) release securities belonging to the Fund to any bank or
                  trust company for the purpose of a pledge or
                  hypothecation to secure any loan incurred by the Fund;
                  provided, however, that securities shall be released only
                  upon payment to PFPC Trust of the monies borrowed, except
                  that in cases where additional collateral is required to
                  secure a borrowing already made subject to proper prior
                  authorization, further securities may be released for
                  that purpose; and repay such loan upon redelivery to it
                  of the securities pledged or hypothecated therefor and
                  upon surrender of the note or notes evidencing the loan;

            (viii) release and deliver securities owned by the Fund in
                  connection with any repurchase agreement entered into on
                  behalf of the Fund, but only on receipt of payment
                  therefor; and pay out moneys of the Fund in connection
                  with such repurchase agreements, but only upon the
                  delivery of the securities;

            (ix)  release and deliver or exchange securities owned by the
                  Fund in connection with any conversion of such
                  securities, pursuant to their terms, into other
                  securities;

            (x)   release and deliver securities to a broker in connection
                  with the broker's custody of margin collateral relating
                  to futures and options transactions;

            (xi)  release and deliver securities owned by the Fund for the
                  purpose of redeeming in kind shares of the Fund upon
                  delivery thereof to PFPC Trust; and

            (xii) release and deliver or exchange securities owned by the
                  Fund for other purposes.

                  PFPC Trust must also receive a certified resolution
                  describing the nature of the corporate purpose and the
                  name and address of the person(s) to whom delivery shall
                  be made when such action is pursuant to sub-paragraph
                  d(xii).

      (e)   Use of Book-Entry System. PFPC Trust is authorized and
            instructed, on a continuous basis, to deposit in the Book-Entry
            System all securities belonging to the Fund eligible for
            deposit therein and to utilize the Book-Entry System to the
            extent possible in connection with settlements of purchases and
            sales of securities by the Fund, and deliveries and returns of
            securities loaned, subject to repurchase agreements or used as
            collateral in connection with borrowings. PFPC Trust shall
            continue to perform such duties until it receives Written
            Instructions or Oral Instructions authorizing contrary actions.

            PFPC Trust shall administer the Book-Entry System as follows:

            (i)   With respect to securities of the Fund which are
                  maintained in the Book-Entry System, the records of PFPC
                  Trust shall identify by Book-Entry or otherwise those
                  securities belonging to the Fund.

            (ii)  Assets of the Fund deposited in the Book-Entry System
                  will at all times be segregated from any assets and cash
                  controlled by PFPC Trust in other than a fiduciary or
                  custodian capacity but may be commingled with other
                  assets held in such capacities.

            PFPC Trust will provide the Fund with such reports on its own
            system of internal control as the Fund may reasonably
            request from time to time.

      (f)   Registration of Securities. All Securities held for the Fund
            which are issued or issuable only in bearer form, except such
            securities held in the Book-Entry System, shall be held by PFPC
            Trust in bearer form; all other securities held for the Fund
            may be registered in the name of the Fund, PFPC Trust, the
            Book-Entry System, a sub-custodian, or any duly appointed
            nominee of the Fund, PFPC Trust, Book-Entry System or
            sub-custodian. The Fund reserves the right to instruct PFPC
            Trust as to the method of registration and safekeeping of the
            securities of the Fund. The Fund agrees to furnish to PFPC
            Trust appropriate instruments to enable PFPC Trust to hold or
            deliver in proper form for transfer, or to register in the name
            of its nominee or in the name of the Book-Entry System or in
            the name of another appropriate entity, any securities which it
            may hold for the Accounts and which may from time to time be
            registered in the name of the Fund.

      (g)   Voting and Other Action. Neither PFPC Trust nor its nominee
            shall vote any of the securities held pursuant to this
            Agreement by or for the account of the Fund, except in
            accordance with Written Instructions. PFPC Trust, directly or
            through the use of the Book-Entry System, shall execute in
            blank and promptly deliver all notices, proxies and proxy
            soliciting materials received by PFPC Trust as custodian of the
            Property to the registered holder of such securities.

      (h)   Transactions Not Requiring Instructions. In the absence of
            contrary Written Instructions, PFPC Trust is authorized to take
            the following actions:

            (i) Collection of Income and Other Payments.

                (A)  collect and receive for the account of the Fund., all
                     income, dividends, distributions, coupons, option
                     premiums, other payments and similar items, included
                     or to be included in the Property, and, in addition,
                     promptly advise the Fund of such receipt and credit
                     such income, as collected, to the Fund's custodian
                     account;

                (B)  endorse and deposit for collection, in the name of the
                     Fund, checks, drafts, or other orders for the payment
                     of money;

                (C)  receive and hold for the account of the Fund all
                     securities received as a distribution on the Fund's
                     securities as a result of a stock dividend, share
                     split-up or reorganization, recapitalization,
                     readjustment or other rearrangement or distribution of
                     rights or similar securities issued with respect to
                     any securities belonging to the Fund and held by PFPC
                     Trust hereunder;

                (D)  present for payment and collect the amount payable
                     upon all securities which may mature or be, on a
                     mandatory basis, called, redeemed, or retired, or
                     otherwise become payable on the date such securities
                     become payable; and

                (E)  take any action which may be necessary and proper in
                     connection with the collection and receipt of such
                     income and other payments and the endorsement for
                     collection of checks, drafts, and other negotiable
                     instruments.

           (ii) Miscellaneous Transactions.

                (A)  PFPC Trust is authorized to deliver or cause to be
                     delivered Property against payment or other
                     consideration or written receipt therefor in the
                     following cases:

                     (1)   for examination by a broker or dealer selling for
                           the account of the Fund in accordance with street
                           delivery custom;

                     (2)   for the exchange of interim receipts or temporary
                           securities for definitive securities; and

                     (3)   for transfer of securities into the name of the
                           Fund or PFPC Trust or a sub-custodian or a nominee
                           of one of the foregoing, or for exchange of
                           securities for a different number of bonds,
                           certificates, or other evidence, representing the
                           same aggregate face amount or number of units
                           bearing the same interest rate, maturity date and
                           call provisions, if any; provided that, in any such
                           case, the new securities are to be delivered to
                           PFPC Trust.

                (B)  unless and until PFPC Trust receives Oral Instructions
                     or Written Instructions to the contrary, PFPC Trust
                     shall:

                    (1)   pay all income items held by it which call for
                          payment upon presentation and hold the cash
                          received by it upon such payment for the account of
                          the Fund;

                    (2)   collect interest and cash dividends received, with
                          notice to the Fund, to the account of the Fund;

                    (3)   hold for the account of the Fund all stock
                          dividends, rights and similar securities issued
                          with respect to any securities held by PFPC Trust;
                          and

                    (4)   execute as agent on behalf of the Fund all
                          necessary ownership certificates required by the
                          Internal Revenue Code or the Income Tax Regulations
                          of the United States Treasury Department or under
                          the laws of any state now or hereafter in effect,
                          inserting the Fund's name, on behalf of the Fund,
                          on such certificate as the owner of the securities
                          covered thereby, to the extent it may lawfully do so.

      (i)   Segregated Accounts.

            (i)   PFPC Trust shall upon receipt of Written Instructions or
                  Oral Instructions establish and maintain segregated
                  accounts on its records for and on behalf of the Fund.
                  Such accounts may be used to transfer cash and
                  securities, including securities in the Book-Entry
                  System:

                  (A)   for the purposes of compliance by the Fund with the
                        procedures required by a securities or option
                        exchange, providing such procedures comply with the
                        1940 Act and any releases of the SEC relating to
                        the maintenance of segregated accounts by
                        registered investment companies; and

                  (B)   upon receipt of Written Instructions, for other
                        purposes.

            (ii)  PFPC Trust shall arrange for the establishment of IRA
                  custodian accounts for such shareholders holding Shares
                  through IRA accounts, in accordance with the Fund's
                  prospectuses, the Internal Revenue Code of 1986, as
                  amended (including regulations promulgated thereunder),
                  and with such other procedures as are mutually agreed
                  upon from time to time by and among the Fund, PFPC Trust
                  and the Fund's transfer agent.

      (j)   Purchases of Securities. PFPC Trust shall settle purchased
            securities upon receipt of Oral Instructions or Written
            Instructions that specify:

            (i)   the name of the issuer and the title of the securities,
                  including CUSIP number if applicable;

            (ii)  the number of shares or the principal amount purchased
                  and accrued interest, if any;

            (iii) the date of purchase and settlement;

            (iv)  the purchase price per unit;

            (v)   the total amount payable upon such purchase;

            (vi)  the Fund involved; and

            (vii) the name of the person from whom or the broker through
                  whom the purchase was made. PFPC Trust shall upon receipt
                  of securities purchased by or for the Fund pay out of the
                  moneys held for the account of the Fund the total amount
                  payable to the person from whom or the broker through
                  whom the purchase was made, provided that the same
                  conforms to the total amount payable as set forth in such
                  Oral Instructions or Written Instructions.

      (k)   Sales of Securities. PFPC Trust shall settle sold securities
            upon receipt of Oral Instructions or Written Instructions that
            specify:

            (i)   the name of the issuer and the title of the security,
                  including CUSIP number if applicable;

            (ii)  the number of shares or principal amount sold, and
                  accrued interest, if any;

            (iii) the date of trade and settlement;

            (iv)  the sale price per unit;

            (v)   the total amount payable to the Fund upon such sale;

            (vi)  the name of the broker through whom or the person to whom
                  the sale was made;

            (vii) the location to which the security must be delivered and
                  delivery deadline, if any; and

            (viii) the Fund involved.

            PFPC Trust shall deliver the securities upon receipt of
            the total amount payable to the Fund upon such sale,
            provided that the total amount payable is the same as was
            set forth in the Oral Instructions or Written
            Instructions. Notwithstanding the other provisions
            thereof, PFPC Trust may accept payment in such form as
            shall be satisfactory to it, and may deliver securities
            and arrange for payment in accordance with the customs
            prevailing among dealers in securities.

      (l)   Reports; Proxy Materials.

            (i)   PFPC Trust shall furnish to the Fund the following
                  reports:

                  (A)   such periodic and special reports as the Fund may
                        reasonably request;

                  (B)   a monthly statement summarizing all transactions
                        and entries for the account of the Fund, listing
                        each Fund security belonging to the Fund with the
                        adjusted average cost of each issue and the market
                        value at the end of such month and stating the cash
                        account of the Fund including disbursements;

                  (C)   the reports required to be furnished to the Fund
                        pursuant to Rule 17f-4 of the 1940 Act; and

                  (D)   such other information as may be agreed upon from
                        time to time between the Fund and PFPC Trust.

            (ii)  PFPC Trust shall transmit promptly to the Fund any proxy
                  statement, proxy material, notice of a call or conversion
                  or similar communication received by it as custodian of
                  the Property. PFPC Trust shall be under no other
                  obligation to inform the Fund as to such actions or
                  events.

      (m)   Crediting of Accounts. If PFPC Trust in its sole discretion
            credits the Fund Account with respect to (a) income, dividends,
            distributions, coupons, option premiums, other payments or
            similar items on a contractual payment date or otherwise in
            advance of PFPC Trust's actual receipt of the amount due, (b)
            the proceeds of any sale or other disposition of assets on the
            contractual settlement date or otherwise in advance of PFPC
            Trust's actual receipt of the amount due or (c) provisional
            crediting of any amounts due, and (i) PFPC Trust is
            subsequently unable to collect full and final payment for the
            amounts so credited within a reasonable time period using
            reasonable efforts or (ii) pursuant to standard industry
            practice, law or regulation PFPC Trust is required to repay to
            a third party such amounts so credited, or if any Property has
            been incorrectly credited, PFPC Trust shall have the absolute
            right in its sole discretion without demand to reverse any such
            credit or payment, to debit or deduct the amount of such credit
            or payment from the Account, and to otherwise pursue recovery
            of any such amounts so credited from the Fund. Nothing herein
            or otherwise shall require PFPC Trust to make any advances or
            to credit any amounts until PFPC Trust's actual receipt
            thereof. The Fund hereby grants a first priority contractual
            possessory security interest in and a right of setoff against
            the assets maintained in an Account hereunder in the amount
            necessary to secure the return and payment to PFPC Trust of any
            advance or credit made by PFPC Trust (including charges related
            thereto) to such Account.

      n)    Collections. All collections of monies or other property in
            respect, or which are to become part, of the Property (but not
            the safekeeping thereof upon receipt by PFPC Trust) shall be at
            the sole risk of the Fund. If payment is not received by PFPC
            Trust within a reasonable time after proper demands have been
            made, PFPC Trust shall notify the Fund in writing, including
            copies of all demand letters, any written responses and
            memoranda of all oral responses and shall await instructions
            from the Fund. PFPC Trust shall not be obliged to take legal
            action for collection unless and until reasonably indemnified
            to its satisfaction. PFPC Trust shall also notify the Fund as
            soon as reasonably practicable whenever income due on
            securities is not collected in due course and shall provide the
            Fund with periodic status reports of such income collected
            after a reasonable time.

      16.   Duration and Termination. This Agreement shall continue until
            terminated by the Fund or PFPC Trust on sixty (60) days' prior
            written notice to the other party. In the event this Agreement
            is terminated (pending appointment of a successor to PFPC Trust
            or vote of the shareholders of the Fund to dissolve or to
            function without a custodian of its cash, securities or other
            property), PFPC Trust shall not deliver cash, securities or
            other property of the Fund to the Fund. It may deliver them to
            a bank or trust company of PFPC Trust's choice, having an
            aggregate capital, surplus and undivided profits, as shown by
            its last published report, of not less than twenty million
            dollars ($20,000,000), as a custodian for the Fund to be held
            under terms similar to those of this Agreement. PFPC Trust
            shall not be required to make any delivery or payment of assets
            upon termination until full payment shall have been made to
            PFPC Trust of all of its fees, compensation, costs and expenses
            (such expenses include, without limitation, expenses associated
            with movement (or duplication) of records and materials and
            conversion thereof to a successor service provider, or to a
            bank or trust company pending appointment of such successor,
            and all trailing expenses incurred by PFPC Trust). PFPC Trust
            shall have a security interest in and shall have a right of
            setoff against the Property as security for the payment of such
            fees, compensation, costs and expenses.

      17.   Change of Control. Notwithstanding any other provision of this
            Agreement, in the event of an agreement to enter into a
            transaction that would result in a Change of Control of the
            Fund's adviser or sponsor, the Fund's ability to terminate the
            Agreement pursuant to Section 16 will be suspended from the
            time of such agreement until the later to occur of (i) the
            first anniversary of the Change of Control and (ii) the date
            which is exactly 18 months after the date set forth in the
            first paragraph of this Agreement.

      18.   Notices. Notices shall be addressed (a) if to PFPC Trust at
            8800 Tinicum Boulevard, 3rd Floor, Suite 200, Philadelphia,
            Pennsylvania 19153, Attention: Sam Sparhawk; (b) if to the
            Fund, at 114 W. 47th Street, New York, NY 10036, Attention:
            Irene Greenberg; or (c) if to neither of the foregoing, at such
            other address as shall have been given by like notice to the
            sender of any such notice or other communication by the other
            party. If notice is sent by confirming telegram, cable, telex
            or facsimile sending device, it shall be deemed to have been
            given immediately. If notice is sent by first-class mail, it
            shall be deemed to have been given five days after it has been
            mailed. If notice is sent by messenger, it shall be deemed to
            have been given on the day it is delivered.

      19.   Amendments. This Agreement, or any term hereof, may be changed
            or waived only by a written amendment, signed by the party
            against whom enforcement of such change or waiver is sought.

      20.   Delegation; Assignment. PFPC Trust may assign its rights and
            delegate its duties hereunder to any affiliate of PFPC Trust or
            of The PNC Financial Services Group, Inc., provided that PFPC
            Trust gives the Fund 30 days' prior written notice of such
            assignment or delegation.

      21.   Counterparts. This Agreement may be executed in two or more
            counterparts, each of which shall be deemed an original, but
            all of which together shall constitute one and the same
            instrument.

      22.   Further Actions. Each party agrees to perform such further acts
            and execute such further documents as are reasonably necessary
            to effectuate the purposes hereof.

      23.   Force Majeure. "Notwithstanding anything in this Agreement to
            the contrary, in no event shall either party be liable for any
            loss if and to the extent such loss is caused, directly or
            indirectly, by (i) fire, flood, elements of nature or other
            acts of God; (ii) any outbreak or escalation of hostilities,
            war, riots or civil disorders in any country, (iii) any act or
            omission of any governmental authority; (iv) any labor disputes
            (whether or not the employees' demands are reasonable or within
            the party's power to satisfy); or (v) nonperformance by a third
            party or any similar cause beyond the reasonable control of
            such party, including without limitation, failures or
            fluctuations in telecommunications, the Internet or other
            equipment operated or controlled by such party."

24.   Miscellaneous.

      (a)   Entire Agreement. This Agreement embodies the entire agreement
            and understanding between the parties and supersedes all prior
            agreements and understandings relating to the subject matter
            hereof, provided that the parties may embody in one or more
            separate documents their agreement, if any, with respect to
            delegated duties.

      (b)   No Representations or Warranties. Except as expressly provided
            in this Agreement, PFPC Trust hereby disclaims all
            representations and warranties, express or implied, made to the
            Fund or any other person, including, without limitation, any
            warranties regarding quality, suitability, merchantability,
            fitness for a particular purpose or otherwise (irrespective of
            any course of dealing, custom or usage of trade), of any
            services or any goods provided incidental to services provided
            under this Agreement. PFPC Trust disclaims any warranty of
            title or non-infringement except as otherwise set forth in this
            Agreement.

      (c)   No Changes that Materially Affect Obligations. Notwithstanding
            anything in this Agreement to the contrary, the Fund agrees not
            to make any modifications to its registration statement or
            adopt any policies which would affect materially the
            obligations or responsibilities of PFPC Trust hereunder without
            the prior written approval of PFPC Trust, which approval shall
            not be unreasonably withheld or delayed.

      (d)   Captions. The captions in this Agreement are included for
            convenience of reference only and in no way define or delimit
            any of the provisions hereof or otherwise affect their
            construction or effect.

      (e)   Governing Law. This Agreement shall be deemed to be a contract
            made in Delaware and governed by Delaware law, without regard
            to principles of conflicts of law.

      (f)   Partial Invalidity. If any provision of this Agreement shall be
            held or made invalid by a court decision, statute, rule or
            otherwise, the remainder of this Agreement shall not be
            affected thereby.

      (g)   Successors and Assigns. This Agreement shall be binding upon
            and shall inure to the benefit of the parties hereto and their
            respective successors and permitted assigns.

      (h)   Facsimile Signatures. The facsimile signature of any party to
            this Agreement shall constitute the valid and binding execution
            hereof by such party.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.


                                   PFPC TRUST COMPANY

                                   By: ________________________________


                                   Title:______________________________




                                   EXCELSIOR PRIVATE EQUITY FUND II, INC.

                                   By: ________________________________


                                   Title:______________________________