0000891092-15-005620 Sample Contracts

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:

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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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