Excelsior Venture Partners Iii LLC Sample Contracts

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WITNESSETH
Escrow Agreement • November 14th, 2000 • Excelsior Venture Partners Iii LLC • Delaware
1 Exhibit (h)(1) DISTRIBUTION AGREEMENT
Distribution Agreement • November 14th, 2000 • Excelsior Venture Partners Iii LLC • California
DISTRIBUTION AGREEMENT
Distribution Agreement • September 6th, 2000 • Excelsior Venture Partners Iii LLC • California
EXHIBIT (G)(2)
Investment Sub-Advisory Agreement • August 10th, 2000 • Excelsior Venture Partners Iii LLC • New York
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF EXCELSIOR VENTURE PARTNERS III, LLC
Limited Liability Company Operating Agreement • November 14th, 2000 • Excelsior Venture Partners Iii LLC • Delaware
JOINT INSURED AGREEMENT
Joint Insured Agreement • January 10th, 2012 • Excelsior Venture Partners Iii LLC

This AMENDED AND RESTATED JOINT INSURED BOND AGREEMENT (the "Agreement"), dated as of December 21, 2011 by and among Excelsior Venture Partners III, LLC; Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC; Excelsior Multi-Strategy Hedge Fund of Funds (TE), LLC; Excelsior Multi-Strategy Hedge Fund of Funds (TI 2), LLC; Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC; Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC; Excelsior Directional Hedge Fund of Funds, Ltd.; Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd.; Excelsior Buyout Investors, LLC; UST Global Private Markets Fund, LLC; Excelsior Private Markets Fund II (TI), LLC; Excelsior Private Markets Fund II (TE), LLC and Excelsior Private Markets Fund II (Master), LLC and Excelsior Private Markets Fund II (Offshore), LDC (collectively, the "Funds").

LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited Liability Company Operating Agreement • September 6th, 2000 • Excelsior Venture Partners Iii LLC • Delaware
AMENDED AND RESTATED JOINT INSURED AGREEMENT
Joint Insured Agreement • February 9th, 2011 • Excelsior Venture Partners Iii LLC

This AMENDED AND RESTATED JOINT INSURED BOND AGREEMENT (the "Agreement"), dated as of December 16, 2010 by and among Excelsior Venture Partners III, LLC; Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC; Excelsior Multi-Strategy Hedge Fund of Funds (TE), LLC; Excelsior Multi-Strategy Hedge Fund of Funds (TI 2), LLC; Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC; Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC; Excelsior Directional Hedge Fund of Funds, Ltd.; Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd.; Excelsior Buyout Investors, LLC; Grosvenor Registered Multi-Strategy Fund (TI 1), LLC; Grosvenor Registered Multi-Strategy Fund (TI 2), LLC; Grosvenor Registered Multi-Strategy Fund (TE), LLC; Grosvenor Registered Multi-Strategy Master Fund, LLC; Grosvenor Multi-Strategy Offshore Fund, Ltd.; UST Global Private Markets Fund, LLC; Excelsior Private Markets Fund II (TI), LLC; Excelsior Private Markets Fund II (TE), LLC and Excelsior Private Markets Fu

AMENDED AND RESTATED JOINT INSURED AGREEMENT
Joint Insured Agreement • January 18th, 2013 • Excelsior Venture Partners Iii LLC

This AMENDED AND RESTATED JOINT INSURED BOND AGREEMENT (the "Agreement") dated as of December 20, 2012 by and among Excelsior Venture Partners III, LLC; Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC; Excelsior Multi-Strategy Hedge Fund of Funds (TE), LLC; Excelsior Multi-Strategy Hedge Fund of Funds (TI 2), LLC; Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC; Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC; Excelsior Buyout Investors, LLC; UST Global Private Markets Fund, LLC; Excelsior Private Markets Fund II (TI), LLC; Excelsior Private Markets Fund II (TE), LLC and Excelsior Private Markets Fund II (Master), LLC and Excelsior Private Markets Fund II (Offshore), LDC (collectively, the "Funds").

FORM OF SUB-ADVISORY AGREEMENT EXCELSIOR VENTURE PARTNERS III, LLC NEUBERGER BERMAN MANAGEMENT LLC New York, New York 10158-0006
Sub-Advisory Agreement • June 30th, 2015 • Excelsior Venture Partners Iii LLC

We have entered into an Investment Advisory Agreement with Excelsior Venture Partners III, LLC (“Fund”) pursuant to which we are to act as investment adviser to such Fund. We hereby agree with you as follows:

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 25th, 2008 • Excelsior Venture Partners Iii LLC • New York

INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of [ , 2007] by and between Excelsior Venture Partners III, LLC, a Delaware limited liability company (the “Company”) and UST Advisers, Inc., a Delaware corporation and registered investment adviser (the “Investment Adviser” or “USTA”).

FORM OF AMENDMENT TO LLC AGREEMENT
LLC Agreement • June 30th, 2015 • Excelsior Venture Partners Iii LLC

RESOLVED: That the LLC Agreement be amended by deleting therefrom Section 2.6 thereof in its entirety and substituting the following:

FORM OF INVESTMENT ADVISORY AGREEMENT
Form of Investment Advisory Agreement • June 30th, 2015 • Excelsior Venture Partners Iii LLC • New York

INVESTMENT ADVISORY AGREEMENT (the “Agreement”), ______ 2015 by and between Excelsior Venture Partners III, LLC, a Delaware limited liability company (the “Company”) and Neuberger Berman Management LLC, a Delaware limited liability company and registered investment adviser (the “Investment Adviser” or “NBM”).

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AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF EXCELSIOR VENTURE PARTNERS III, LLC
Limited Liability Company Operating Agreement • April 29th, 2010 • Excelsior Venture Partners Iii LLC

THIS AMENDMENT to the Limited Liability Company Operating Agreement of Excelsior Venture Partners III, LLC is made as of the 31st day of December, 2009 (the “Amendment”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the LLC Agreement (as defined below).

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