0001039802-03-000009 Sample Contracts

Appendix C
Management Agreement • August 1st, 2003 • Venture Lending & Leasing Ii Inc • California

MANAGEMENT AGREEMENT ("Agreement") made as of August ____, 2003 between VLLI HOLDINGS II, LLC ("Venture LLC"), a California limited liability company, on the one hand, and WESTECH INVESTMENT ADVISORS, INC. ("Westech Advisors"), a California corporation, and SIGULER GUFF ADVISERS, LLC ("Siguler Guff Advisers"), a Delaware limited liability company, on the other hand. Westech Advisors is sometimes referred to herein as the "Manager;" Siguler Guff Advisers is sometimes referred to herein as the "Adviser to the Manager."

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