Exhibit 10.2


         THIS AGREEMENT is made as of January 1, 2002 by and between PFPC
Inc., a Massachusetts corporation ("PFPC"), and EXCELSIOR PRIVATE EQUITY
FUND II, INC., a Maryland corporation (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 to provide administration
and accounting services to its investment portfolios listed on Exhibit A
attached hereto and made a part hereof, as such Exhibit A may be amended
from time to time (each a "Portfolio"), and PFPC wishes to furnish such

         NOW, THEREFORE, in consideration of the premises and the 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

         (c)      "Authorized Person" means any officer of the Fund and any
                  other person duly authorized by the Fund's Board of
                  Directors or Trustees to give Oral Instructions and
                  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)      "CEA" means the Commodities Exchange Act, as amended.

         (e)      "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).

         (f)      "Oral Instructions" mean oral instructions received by
                  PFPC from an Authorized Person or from a person
                  reasonably believed by PFPC to be an Authorized Person.
                  PFPC 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

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

         (h)      "Securities Laws" means the 1933 Act, the 1934 Act, the
                  1940 Act and the CEA.

         (i)      "Shares" means the shares of beneficial interest of any
                  series or class of the Fund.

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

2.       Appointment. The Fund hereby appoints PFPC to provide
         administration and accounting services to each of the Portfolios,
         in accordance with the terms set forth in this Agreement. PFPC
         accepts such appointment and agrees to furnish such services.

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

         (a)      at PFPC's request, certified or authenticated copies of
                  the resolutions of the Fund's Board of Directors or
                  Trustees, approving the appointment of PFPC or its
                  affiliates to provide services to each Portfolio and
                  approving this Agreement;

         (b)      a copy of Fund's most recent effective registration

         (c)      a copy of each Portfolio's advisory agreement or

         (d)      a copy of the distribution/underwriting agreement with
                  respect to each class of Shares representing an interest
                  in a Portfolio;

         (e)      a copy of each additional administration agreement with
                  respect to a Portfolio;

         (f)      a copy of each distribution and/or shareholder servicing
                  plan and agreement made in respect of the Fund or a
                  Portfolio; and

         (g)      copies (certified or authenticated, where applicable) of
                  any and all amendments or supplements to the foregoing.

4.       Compliance with Rules and Regulations.

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

5.       Instructions.

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

         (b)      PFPC 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 to
                  be an Authorized Person) pursuant to this Agreement. PFPC
                  may assume that any Oral Instruction or Written
                  Instruction received hereunder is not in any way
                  inconsistent with the provisions of organizational
                  documents or this Agreement or of any vote, resolution or
                  proceeding of the Fund's Board of Directors or Trustees
                  or of the Fund's shareholders, unless and until PFPC
                  receives Written Instructions to the contrary.

         (c)      The Fund agrees to forward to PFPC Written Instructions
                  confirming Oral Instructions (except where such Oral
                  Instructions are given by PFPC or its affiliates) so that
                  PFPC receives the Written Instructions by the close of
                  business on the same day that such Oral Instructions are
                  received. The fact that such confirming Written
                  Instructions are not received by PFPC 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's ability to
                  rely upon such Oral Instructions.

6.       Right to Receive Advice.

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

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

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

         (d)      Protection of PFPC. PFPC shall be indemnified by the Fund
                  and without liability for any action PFPC takes or does
                  not take in reliance upon directions or advice or Oral
                  Instructions or Written Instructions PFPC receives from
                  or on behalf of the Fund or from counsel and which PFPC
                  believes, in good faith, to be consistent with those
                  directions or advice and Oral Instructions or Written
                  Instructions. Nothing in this section shall be construed
                  so as to impose an obligation upon PFPC (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

7.       Records; Visits.

         (a)      The books and records pertaining to the Fund and the
                  Portfolios which are in the possession or under the
                  control of PFPC 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's normal business hours. Upon the
                  reasonable request of the Fund, copies of any such books
                  and records shall be provided by PFPC to the Fund or to
                  an Authorized Person, at the Fund's expense.

         (b)      PFPC shall keep the following records:

                  (i)   all books and records with respect to each
                        Portfolio's books of account;

                  (ii)  records of each Portfolio's securities
                        transactions; and

                  (iii) all other books and records as PFPC is required to
                        maintain pursuant to Rule 31a-1 of the 1940 Act in
                        connection with the services provided hereunder.

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, 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 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.       Liaison with Accountants. PFPC shall act as liaison with the
         Fund's independent public accountants and shall provide account
         analyses, fiscal year summaries, and other audit-related schedules
         with respect to each Portfolio. PFPC shall take all reasonable
         action in the performance of its duties under this Agreement to
         assure that the necessary information is made available to such
         accountants for the expression of their opinion, as required by
         the Fund.

10.      PFPC System. PFPC 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 in connection with the services
         provided by PFPC to the Fund.

11.      Disaster Recovery. PFPC 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 shall, at no
         additional expense to the Fund, take reasonable steps to minimize
         service interruptions. PFPC 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's own willful misfeasance, bad faith, negligence or reckless
         disregard of its duties or obligations under this Agreement.

12.      Compensation. As compensation for services rendered by PFPC during
         the term of this Agreement, the Fund, on behalf of each Portfolio,
         will pay to PFPC a fee or fees as may be agreed to in writing by
         the Fund and PFPC.

13.      Indemnification. The Fund, on behalf of each Portfolio, agrees to
         indemnify, defend and hold harmless PFPC and its affiliates,
         including their respective officers, directors, agents and
         employees 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 takes in connection with the provision of services to
         the Fund. Neither PFPC, nor any of its affiliates, shall be
         indemnified against any liability (or any expenses incident to
         such liability) caused by PFPC's or its affiliates' own willful
         misfeasance, bad faith, negligence or reckless disregard in the
         performance of PFPC's activities under this Agreement. Any amounts
         payable by the Fund hereunder shall be satisfied only against the
         relevant Portfolio's assets and not against the assets of any
         other investment portfolio of the Fund. The provisions of this
         Section 13 shall survive termination of this Agreement.

14.      Responsibility of PFPC.

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

         (b)      Notwithstanding anything in this Agreement to the
                  contrary, (i) PFPC shall not be liable for losses,
                  delays, failure, errors, interruption or loss of data
                  occurring directly or indirectly by reason of
                  circumstances beyond its reasonable control, including
                  without limitation acts of God; action or inaction of
                  civil or military authority; public enemy; war;
                  terrorism; riot; fire; flood; sabotage; epidemics; labor
                  disputes; civil commotion; interruption, loss or
                  malfunction of utilities, transportation, computer or
                  communications capabilities; insurrection; elements of
                  nature; or non-performance by a third party; and (ii)
                  PFPC shall not be under any duty or obligation to inquire
                  into and shall not be liable for the validity or
                  invalidity, authority or lack thereof, or truthfulness or
                  accuracy or lack thereof, of any instruction, direction,
                  notice, instrument or other information which PFPC
                  reasonably believes to be genuine.

         (c)      Notwithstanding anything in this Agreement to the
                  contrary, (i) neither PFPC 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 or its affiliates and (ii)
                  PFPC's cumulative liability to the Fund for all losses,
                  claims, suits, controversies, breaches or damages for any
                  cause whatsoever (including but not limited to those
                  arising out of or related to this Agreement) and
                  regardless of the form of action or legal theory shall
                  not exceed the lesser of $100,000 or the fees received by
                  PFPC for services provided hereunder during the 12 months
                  immediately prior to the date of such loss or damage.

         (d)      No party may assert a cause of action against PFPC or any
                  of its affiliates that allegedly occurred more than 12
                  months immediately prior to the filing of the suit (or,
                  if applicable, commencement of arbitration proceedings)
                  alleging such cause of action.

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

         (f)      The provisions of this Section 14 shall survive
                  termination of this Agreement.

15.      Description of Accounting Services on a Continuous Basis.

         PFPC will perform the following accounting services if necessary with
         respect to each Portfolio:

         (i)      Journalize investment, capital share and income and
                  expense activities;

         (ii)     Verify investment buy/sell trade tickets when received
                  from the investment adviser for a Portfolio (the
                  "Adviser") and transmit trades to the Fund's custodian
                  (the "Custodian") for proper settlement;

         (iii)    Maintain individual ledgers for investment securities;

         (iv)     Maintain historical tax lots for each security;

         (v)      Reconcile cash and investment balances of the Fund with
                  the Custodian, and provide the Adviser with the beginning
                  cash balance available for investment purposes;

         (vi)     Update the cash availability throughout the day as
                  required by the Adviser;

         (vii)    Post to and prepare the Statement of Assets and
                  Liabilities and the Statement of Operations;

         (viii)   Calculate various contractual expenses (e.g., advisory
                  and custody fees);

         (ix)     Monitor the expense accruals and notify an officer of the
                  Fund of any proposed adjustments;

         (x)      Control all disbursements and authorize such
                  disbursements upon Written Instructions;

         (xi)     Calculate capital gains and losses;

         (xii)    Determine net income;

         (xiii)   Obtain security market quotes from independent pricing
                  services approved by the Adviser, or if such quotes are
                  unavailable, then obtain such prices from the Adviser,
                  and in either case calculate the market value of each
                  Portfolio's Investments;

         (xiv)    Transmit or mail a copy of the daily portfolio valuation
                  to the Adviser;

         (xv)     Compute net asset value;

         (xvi)    As appropriate, compute yields, total return, expense
                  ratios, portfolio turnover rate, and, if required,
                  portfolio average dollar-weighted maturity; and

         (xvii)   Prepare a monthly financial statement, which will include
                  the following items:

                            Schedule of Investments
                            Statement of Assets and Liabilities
                            Statement of Operations
                            Statement of Changes in Net Assets
                            Cash Statement
                            Schedule of Capital Gains and Losses.

16.      Description of Administration Services on a Continuous Basis.

         PFPC will perform the following administration services if required
         with respect to each Portfolio:

         (i)      Prepare quarterly broker security transactions summaries;

         (ii)     Prepare monthly security transaction listings;

         (iii)    Supply various normal and customary Portfolio and Fund
                  statistical data as requested on an ongoing basis;

         (iv)     Prepare for execution and file the Fund's Federal and
                  state tax returns;

         (v)      Prepare and file the Fund's Semi-Annual Reports with the
                  SEC on Form N-SAR;

         (vi)     Prepare and file with the SEC the Fund's annual,
                  semi-annual, and quarterly shareholder reports;

         (vii)    Assist in the preparation of registration statements and
                  other filings relating to the registration of Shares;

         (viii)   Monitor each Portfolio's status as a regulated investment
                  company under Sub-chapter M of the Internal Revenue Code
                  of 1986, as amended;

         (ix)     Coordinate contractual relationships and communications
                  between the Fund and its contractual service providers;

         (x)      Monitor the Fund's compliance with the amounts and
                  conditions of each state qualification.

17.      Duration and Termination. This Agreement shall continue until
         terminated by the Fund or by PFPC on sixty (60) days' prior
         written notice to the other party. In the event the Fund gives
         notice of termination, all expenses associated with movement (or
         duplication) of records and materials and conversion thereof to a
         successor accounting and administration services agent(s) (and any
         other service provider(s)), and all trailing expenses incurred by
         PFPC, will be borne by the Fund.

18.      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 17 will be suspended from the time of such
         agreement until two years after the Change of Control.

19.      Notices. Notices shall be addressed (a) if to PFPC, at 400
         Bellevue Parkway, Wilmington, Delaware 19809, Attention:
         ___________ President; (b) if to the Fund, at _________,
         Attention: 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 three 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.

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

21.      Assignment. PFPC may assign its rights hereunder to any
         majority-owned direct or indirect subsidiary of PFPC or of The PNC
         Financial Services Group, Inc., provided that PFPC gives the Fund
         30 days prior written notice of such assignment.

22.      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.

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

24.      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."

25.      Miscellaneous.

         (a)      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 hereunder without the prior
                  written approval of PFPC, which approval shall not be
                  unreasonably withheld or delayed.

         (b)      Except as expressly provided in this Agreement, PFPC
                  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 disclaims any
                  warranty of title or non-infringement except as otherwise
                  set forth in this Agreement.

         (c)      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. 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. Notwithstanding any provision hereof, the
                  services of PFPC are not, nor shall they be, construed as
                  constituting legal advice or the provision of legal
                  services for or on behalf of the Fund or any other

         (d)      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.

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

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

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

                                      PFPC INC.



                                      EXCELSIOR PRIVATE EQUITY FUND II, INC.



Business Approval By:__________________

Legal Approval By:____________________

                                 Exhibit A

            This Exhibit A, dated as of January 1, 2002 is Exhibit A to
that certain Administration and Accounting Services Agreement dated as of
January 1, 2001 between PFPC Inc. and Excelsior Private Equity Fund II, Inc.


                   Excelsior Private Equity Fund II, Inc. 

Basic Info X:

Type: Services Agreement
Date: March 18, 2002
State: Maryland

Other info: