0001144204-13-037929 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 3rd, 2013 • Excelsior Private Markets Fund III (Master), LLC • New York

THIS INVESTMENT ADVISORY AGREEMENT is made the 1st day of July, 2013, by and between Excelsior Private Markets Fund III (Master), LLC (the “Company”) and Bank of America Capital Advisors LLC, a Delaware limited liability company (the “Investment Adviser”).

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LIMITED LIABILITY COMPANY AGREEMENT OF EXCELSIOR PRIVATE MARKETS FUND III (MASTER), LLC
Limited Liability Company Agreement • July 3rd, 2013 • Excelsior Private Markets Fund III (Master), LLC • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Excelsior Private Markets Fund III (Master), LLC, a Delaware limited liability company (the “Company”), is made as of the ___ day of July, 2013, by and among the Organizational Member, the Managers and those Persons hereinafter admitted as Members and has been executed for the purpose of providing for the operation of the Company pursuant to the provisions of the Delaware Limited Liability Company Act.

MASTER / FEEDER AGREEMENT BETWEEN Excelsior Private Markets Fund iIi (OFFSHORE), LDC AND Excelsior Private Markets Fund III (Master), LLC dated as of July ___, 2013
Master/Feeder Agreement • July 3rd, 2013 • Excelsior Private Markets Fund III (Master), LLC • New York

THIS AGREEMENT (the “Agreement”) is made and entered into as of the ___ day of July, 2013, by and among Excelsior Private Markets Fund III (Offshore), LDC (the “Feeder Fund”), an exempted company incorporated under the laws of the Cayman Islands, and Excelsior Private Markets Fund III (Master), LLC (the “Master Fund”), a Delaware limited liability company.

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Administration and Accounting Services Agreement • July 3rd, 2013 • Excelsior Private Markets Fund III (Master), LLC

THIS ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT is made and entered into as of the ____ day of July, 2013, by and between J.D. Clark & Company (the “Administrator") and Excelsior Private Markets Fund III (Master), LLC ("Excelsior").

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