EXPENSE LIMITATION AGREEMENT NB CROSSROADS PRIVATE MARKETS ACCESS FUND LLC
Exhibit (g)(3)
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
January [ ], 2021
Xxxxxxxxx Xxxxxx Investment Advisers LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Ladies and Gentlemen:
Xxxxxxxxx Xxxxxx Investment Advisers LLC (the “Adviser”) hereby agrees, until one year from the commencement of operations (“Limitation Period”), to waive and/or reimburse certain annual operating expenses (excluding the
advisory fee, incentive fee, distribution and servicing fee, interest, taxes, brokerage commissions, acquired fund fees and expenses, dividend and interest expenses relating to short sales, and extraordinary expenses, if any) (“Other Expenses”) of
the NB Crossroads Private Markets Access Fund LLC (the “Fund”) so they are limited to 0.30% (30bps) per annum, of the average monthly net assets (“Expense Limitation”).
The Fund agrees to repay the Adviser any fees waived under the Expense Limitation or any Other Expenses the Adviser reimburses in excess of the Expense Limitation, provided the repayments do not cause that Fund’s Other
Expenses to exceed the expense limitation in place at the time the fees were waived and/or the expenses were reimbursed, or the expense limitation in place at the time the Fund repays the Adviser, whichever is lower. Any such repayments must be made
within three years after the year in which the Adviser incurred the expense.
This Agreement is made and to be performed principally in the State of New York, and except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this
Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York. Any amendment to this Agreement shall be in writing signed by the parties hereto, and requires the approval of the Board of
Managers of the Fund, including a majority of the Managers who are not “interested persons” of the Fund as that term is defined in the Investment Company Act of 1940. This Agreement supersedes any prior agreement with respect to the subject matter
hereof.
The Adviser may extend the Limitation Period for a period of one year on an annual basis.
If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.
| Very truly yours, |
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NB CROSSROADS PRIVATE MARKETS
ACCESS FUND LLC
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| By: |
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Name:: |
Xxxxx Xxxxxx |
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Title: |
President and Chief Executive Officer |
The foregoing Agreement is hereby accepted as of January [ ], 2021
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Xxxxxxxxx Xxxxxx Investment Advisers LLC
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| By: |
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| Name: |
Brain Xxxxxxx
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| Title: |
Managing Director |
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