Common use of Special Power of Attorney Clause in Contracts

Special Power of Attorney. a. By executing this Subscription Agreement, the Subscriber is hereby granting a special power of attorney (which is in addition to the special power of attorney granted under the LLC Agreement), making, constituting, and appointing AMG Funds LLC, the Fund’s sponsor (the “Sponsor”), and each of the directors of the Funds (each, a “Director”), acting severally, as the Subscriber’s attorney-in-fact, with power and authority to act in the Subscriber’s name and on the Subscriber’s behalf to execute, acknowledge, and swear to the execution, acknowledgment, and filing of the following documents relating to the Fund: i. the LLC Agreement, substantially in the form provided to the Subscriber, and any amendment to the LLC Agreement which complies with the provisions of the LLC Agreement; and ii. any other instrument or document which may be required to be filed by the Fund under the laws of any country or state or by any governmental agency, or which the Sponsor or a Director deems advisable to file and which is in each case filed in order to evidence the subscription of the Subscriber in accordance herewith and the LLC Agreement provided that any such instrument or document is not materially adverse to the Subscriber. b. The special power of attorney being granted hereby by each Member: i. is a special power of attorney coupled with an interest, is irrevocable, and shall survive the death or legal incapacity of the Subscriber; ii. may be exercised by the Sponsor or a Director signing individually for each Member, or for all of the Members, as the Sponsor or Director, as applicable, executes any particular instrument; and iii. shall survive an assignment by the Subscriber of its Units in the Fund except that, where the assignee of the Units owned by a Member has been approved for admission to the Fund as a substituted Member, the special power of attorney shall survive such assignment for the sole purpose of enabling the Sponsor or a Director to execute, acknowledge and file any instrument or document necessary to effect such substitution. c. In the event of any conflict between the LLC Agreement and any document filed pursuant to this power of attorney, the LLC Agreement shall control.

Special Power of Attorney. a. By executing this Subscription Agreement(a) Each Member (other than the Investor Members) hereby makes, constitutes and appoints the Subscriber is hereby granting a special Executive Committee, with full power of substitution and resubstitution, its true and lawful attorney for it and in its name, place and stead and for its use and benefit, to sign, execute, certify, acknowledge, file and record the Certificate, to sign, execute, certify, acknowledge, file and record all instruments amending, restating or canceling the Certificate, as the same may hereafter be amended or restated, that may be appropriate, and to sign, execute, certify, acknowledge, file and record such other agreements, instruments or documents as may be necessary or advisable (which is in addition a) to reflect the admission to the special Company of any additional Member in the manner prescribed in this Agreement; (b) to reflect the transfer of any Membership Units in the manner prescribed in this Agreement; and (c) which may be required of the Company or of the Members by the laws of the State of Delaware or any other jurisdiction. (b) The power of attorney granted under the LLC Agreement), making, constituting, and appointing AMG Funds LLC, the Fund’s sponsor (the “Sponsor”), and each of the directors of the Funds (each, a “Director”), acting severally, as the Subscriber’s attorney-in-fact, with power and authority pursuant to act in the Subscriber’s name and on the Subscriber’s behalf to execute, acknowledge, and swear to the execution, acknowledgment, and filing of the following documents relating to the Fundthis Section 14.14: i. the LLC Agreement, substantially in the form provided to the Subscriber, and any amendment to the LLC Agreement which complies with the provisions of the LLC Agreement; and ii. any other instrument or document which may be required to be filed by the Fund under the laws of any country or state or by any governmental agency, or which the Sponsor or a Director deems advisable to file and which is in each case filed in order to evidence the subscription of the Subscriber in accordance herewith and the LLC Agreement provided that any such instrument or document is not materially adverse to the Subscriber. b. The special power of attorney being granted hereby by each Member: i. (i) is a special power of attorney coupled with an interest, interest and is irrevocable, and shall survive the death or legal incapacity of the Subscriber; (ii. ) may be exercised by such attorney-in-fact by listing the Sponsor Member executing any agreement, certificate, instrument or a Director signing individually document with the single signature of such attorney-in-fact acting as attorney-in-fact for each Member, or for all of the Members, as the Sponsor or Director, as applicable, executes any particular instrumentit; and (iii. ) shall survive any delivery of an assignment by the Subscriber Member of its Units in the Fund Membership Units, except that, that where the assignee of the Units owned by a Member has been approved for admission to the Fund transferee thereof is admitted as a substituted Member, the special power of attorney shall survive the delivery of such assignment as to the assignor Member for the sole purpose of enabling the Sponsor or a Director such attorney-in-fact to execute, acknowledge and file any such agreement, certificate, instrument or document as is necessary to effect such substitutionadmission. c. In (c) The Executive Committee may exercise the event of any conflict between the LLC Agreement and any document filed pursuant to this special power of attorney, attorney granted in Section 14.14(a) by facsimile signatures of a majority of the LLC Agreement members of the Executive Committee. (d) Members who are natural persons and residents of New York shall controlexecute and deliver to the Company a separate special power of attorney in a form provided by counsel to the Company.

Special Power of Attorney. a. By executing this Subscription Agreement, the Subscriber is hereby granting a special power of attorney (which is in addition to the special power of attorney granted under the LLC Agreement), making, constituting, and appointing AMG Funds LLC, the Fund’s sponsor (the “Sponsor”), and each a) Each of the directors undersigned by execution of this Agreement (including by execution of a Joinder or counterpart signature page hereto) constitutes and appoints the Funds (each, a “Director”), acting severally, Board of Managers as the Subscriber’s its true and lawful representative and attorney-in-fact, in its name, place and stead, with full power and authority of substitution, to act in the Subscriber’s name and on the Subscriber’s behalf to make, execute, acknowledgesign, acknowledge and swear deliver or file: (i) the Certificate and any other instruments, documents, certificates and consents which may from time to time be required by any law to effectuate, implement and continue the execution, acknowledgment, valid and filing subsisting existence of the following LLC; (ii) all instruments, documents relating to the Fund: i. the LLC Agreement, substantially in the form provided to the Subscriber, and any amendment to the LLC Agreement which complies with the provisions of the LLC Agreement; and ii. any other instrument or document which certificates that may be required to be filed effectuate the dissolution and termination of the LLC in accordance with the Act; (iii) all other amendments of this Agreement or the Certificate contemplated by this Agreement including, without limitation, amendments reflecting the Fund under the laws addition or substitution of any country or state or by any governmental agencyMember, or which the Sponsor or a Director deems advisable to file and which is in each case filed in order to evidence the subscription any action of the Subscriber Members or duly taken pursuant to this Agreement whether or not such Member voted in accordance herewith and the LLC Agreement provided that favor of or otherwise approved such action; and (iv) any such instrument other instrument, certificate or document is not materially adverse required from time to time to admit a Member, to effect its substitution as a Member, to effect the Subscribersubstitution of the Member’s assignee as a Member, or to reflect any action of the Members provided for in this Agreement. b. (b) The special power foregoing grant of attorney being granted hereby by each Member: i. authority (x) is a special power of attorney coupled with an interest, is irrevocable, interest in favor of the Board of Managers and as such shall be irrevocable and shall survive and not be affected by the death death, incapacity or legal incapacity disability of a Member that is a natural person or the merger, dissolution or other termination of the Subscriber; ii. may be exercised by the Sponsor existence of a Member that is a corporation, association, partnership, limited liability company or a Director signing individually for each Member, or for all of the Members, as the Sponsor or Director, as applicable, executes any particular instrument; and iii. trust and (y) shall survive an the assignment by the Subscriber Member of the whole or any portion of its Units in the Fund Units, except that, that where the assignee of the Units owned by whole thereof has furnished a Member has been approved for admission to the Fund as a substituted Memberpower of attorney, the special this power of attorney shall survive such assignment for the sole purpose of enabling the Sponsor or a Director Board of Managers to execute, acknowledge and file any instrument or document necessary to effect such substitutionany permitted substitution of the assignee for the assignor as a Member and shall thereafter terminate. c. In the event of any conflict between the LLC Agreement and any document filed pursuant to this power of attorney, the LLC Agreement shall control.

Special Power of Attorney. a. By executing (a) Each Member, by his execution of the Member's signature page to this Subscription Agreement, irrevocably makes, constitutes and appoints the Subscriber is hereby granting a special Board of Managers with full power of attorney (which is in addition to the special power of attorney granted under the LLC Agreement)substitution, making, constituting, their true and appointing AMG Funds LLC, the Fund’s sponsor (the “Sponsor”), and each of the directors of the Funds (each, a “Director”), acting severally, as the Subscriber’s lawful attorney-in-fact, with power for them and authority their names, places and steads, to act in the Subscriber’s name and on the Subscriber’s behalf to make, execute, sign, acknowledge, swear to, deliver, record and swear file any document or instrument which may be considered necessary or desirable by the Board of Managers to carry out the executionprovisions of this Agreement, acknowledgmentincluding, and filing without limitation, the following: (i) Any amendment to this Agreement made with such consents, if any, of the following documents relating to the Fund: i. the LLC AgreementMembers as provided herein, substantially in the form provided to the Subscriberany separate certificate of membership, any certificate of doing business under any assumed name, and any amendment to the LLC Agreement which complies with the provisions of the LLC Agreement; and ii. any other certificate, instrument or document which may be required to be filed by filed, or which the Fund Board of Managers deems advisable to file, under the laws of any country or state or by the regulations of any governmental agency, or which as well as any amendments to the Sponsor or a Director deems advisable to file and which is in each case filed in order to evidence the subscription of the Subscriber in accordance herewith and the LLC Agreement provided that any such foregoing; (ii) Any instrument or document is not materially adverse which may be required or appropriate to carry out the purposes of the Agreement, effect the continuation of the Company; and (iii) Any instrument or document which may be required to approve the choice of and admit any additional or substituted Member, dissolve and terminate the Company, or consent to the Subscriberreturn to the Members of all or a part of their respective Capital Contributions by reason of distributions to the Members, or as may be required or helpful to effectuate a transaction approved by Required Vote of the Members pursuant to Section 5.02 hereof. b. (b) The foregoing special power of attorney being granted hereby by each MemberMember shall be one which: i. is (i) Is a special power of attorney coupled with an interest, is irrevocable, irrevocable and shall survive the death or legal incapacity of the Subscribergranting Member; (ii. may ) May be exercised by the Sponsor or a Director signing individually Board of Managers for each Member, Member by a facsimile signature or by executing any instrument with a single signature as attorney-in-fact for all of the Members, as the Sponsor or Director, as applicable, executes any particular instrument; and (iii. shall ) Shall survive an the delivery of any attempted Transfer or assignment by the Subscriber of its Units in the Fund except that, where the assignee of the Units owned by a Member of any of his Member Interest, except that where the transferee or assignee has been approved by the Manager for admission to the Fund Company as a substituted Member, the this special power of attorney shall survive the delivery of such assignment for the sole purpose of enabling the Sponsor or a Director Board of Managers to execute, acknowledge and file any instrument or document necessary to effect such substitution. c. In the event of any conflict between the LLC Agreement and any document filed pursuant to this power of attorney, the LLC Agreement shall control.

Special Power of Attorney. a. By executing this Subscription Agreement(a) Each Member (other than the Investor Members) hereby makes, constitutes and appoints the Subscriber is hereby granting a special Executive Committee, with full power of substitution and resubstitution, its true and lawful attorney for it and in its name, place and stead and for its use and benefit, to sign, execute, certify, acknowledge, file and record the Certificate, to sign, execute, certify, acknowledge, file and record all instruments amending, restating or canceling the Certificate, as the same may hereafter be amended or restated, that may be appropriate, and to sign, execute, certify, acknowledge, file and record such other agreements, instruments or documents as may be necessary or advisable (which is in addition a) to reflect the admission to the special Company of any additional Member in the manner prescribed in this Agreement; (b) to reflect the transfer of any Membership Units in the manner prescribed in this Agreement; and (c) which may be required of the Company or of the Members by the laws of the State of Delaware or any other jurisdiction. (b) The power of attorney granted under the LLC Agreement), making, constituting, and appointing AMG Funds LLC, the Fund’s sponsor (the “Sponsor”), and each of the directors of the Funds (each, a “Director”), acting severally, as the Subscriber’s attorney-in-fact, with power and authority pursuant to act in the Subscriber’s name and on the Subscriber’s behalf to execute, acknowledge, and swear to the execution, acknowledgment, and filing of the following documents relating to the Fundthis Section 14.14: i. the LLC Agreement, substantially in the form provided to the Subscriber, and any amendment to the LLC Agreement which complies with the provisions of the LLC Agreement; and ii. any other instrument or document which may be required to be filed by the Fund under the laws of any country or state or by any governmental agency, or which the Sponsor or a Director deems advisable to file and which is in each case filed in order to evidence the subscription of the Subscriber in accordance herewith and the LLC Agreement provided that any such instrument or document is not materially adverse to the Subscriber. b. The special power of attorney being granted hereby by each Member: i. (i) is a special power of attorney coupled with an interest, interest and is irrevocable, and shall survive the death or legal incapacity of the Subscriber; (ii. ) may be exercised by such attorney-in-fact by listing the Sponsor Member executing any agreement, certificate, instrument or a Director signing individually document with the single signature of such attorney-in-fact acting as attorney-in-fact for each Member, or for all of the Members, as the Sponsor or Director, as applicable, executes any particular instrumentit; and (iii. ) shall survive any delivery of an assignment by the Subscriber Member of its Units in the Fund Membership Units, except that, that where the assignee of the Units owned by a Member has been approved for admission to the Fund transferee thereof is admitted as a substituted Member, the special power of attorney shall survive the delivery of such assignment as to the assignor Member for the sole purpose of enabling the Sponsor or a Director such attorney-in-fact to execute, acknowledge and file any such agreement, certificate, instrument or document as is necessary to effect such substitutionadmission. c. In (c) The Executive Committee may exercise the event of any conflict between the LLC Agreement and any document filed pursuant to this special power of attorney, attorney granted in Section 14.14(a) by facsimile signatures of a majority of the LLC Agreement members of the Executive Committee. (d) Members who are natural persons and residents of New York shall control.execute and deliver to the Company a separate special power of attorney in a form provided by counsel to the Company. [Signature page follows]

Special Power of Attorney. a. By executing this Subscription Agreement, the Subscriber is hereby granting a special power of attorney (which is in addition to the special power of attorney granted under the LLC Agreement), making, constituting, and appointing AMG Funds LLC, the Fund’s sponsor (the “Sponsor”), and each of the directors of the Funds (each, a “Director”), acting severally, as the Subscriber’s attorney-in-fact, with power and authority to act in the Subscriber’s name and on the Subscriber’s behalf to execute, acknowledge, and swear to the execution, acknowledgment, and filing of the following documents relating to the Fund: i. the LLC Agreement, substantially in the form provided to the Subscriber, and any amendment to the LLC Agreement which complies with the provisions of the LLC Agreement; and ii. any other instrument or document which may be required to be filed by the Fund under the laws of any country or state or by any governmental agency, or which the Sponsor or a Director deems advisable to file and which is in each case filed in order to evidence the subscription of the Subscriber in accordance herewith and the LLC Agreement provided that any such instrument or document is not materially adverse to the Subscriber. b. The special power of attorney being granted hereby by each Member: i. is a special power of attorney coupled with an interest, is irrevocable, and shall survive the death or legal incapacity of the Subscriber; ii. may be exercised by the Sponsor or a Director signing individually for each Member, or for all of the MembersM embers, as the Sponsor or Director, as applicable, executes any particular instrument; and iii. shall survive an assignment by the Subscriber of its Units in the Fund except that, where the assignee of the Units owned by a Member has been approved for admission to the Fund as a substituted Member, the special power of attorney shall survive such assignment for the sole purpose of enabling the Sponsor or a Director to execute, acknowledge and file any instrument or document necessary to effect such substitution. c. In the event of any conflict between the LLC Agreement and any document filed pursuant to this power of attorney, the LLC Agreement shall control.