INVESTMENT SUBADVISORY AGREEMENT for MassMutual AccessSM Pine Point Fund and any Subsidiary of the Fund set forth in Exhibit A heretoInvestment Subadvisory Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund • Massachusetts
This INVESTMENT SUBADVISORY AGREEMENT (the “Subadvisory Agreement”), dated as of December 21, 2021, is between Barings LLC, a Delaware limited liability company (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MassMutual Access Pine Point Fund (the “Fund”), a Delaware statutory trust (the “Fund”), and any wholly-owned and controlled subsidiary of the Fund that may be formed by the Fund and listed on Exhibit A hereto from time to time (each, a “Subsidiary”).
DISTRIBUTION AGREEMENTDistribution Agreement • March 14th, 2024 • Cascade Private Capital Fund • Delaware
THIS AGREEMENT is made and entered into as of this 27th day of February, 2024, by and between Cascade Private Capital Fund, a Delaware statutory trust (the “Fund”), and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).
CUSTODY AGREEMENTCustody Agreement • March 14th, 2024 • Cascade Private Capital Fund • Massachusetts
Exhibit (g)(5) SUB-SUB-ADVISORY AGREEMENT for MassMutual AccessSM Pine Point Fund and any Subsidiary of the Fund set forth in Exhibit A heretoSub-Sub-Advisory Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund • Massachusetts
This SUB-SUB-ADVISORY AGREEMENT, dated as of December 21, 2021 (the “Agreement”), is made by and between BARINGS LLC, a Delaware limited liability company (the “Sub-Adviser”), and BARING INTERNATIONAL INVESTMENT LIMITED, a private limited company incorporated under the laws of England and Wales (the “Sub-Sub-Adviser”), for the MassMutual Access Pine Point Fund, a Delaware statutory trust (the “Fund”), and any wholly-owned and controlled subsidiary of the Fund may be formed by the Fund and listed on Exhibit A hereto from time to time (each, a “Subsidiary”).
CASCADE PRIVATE CAPITAL FUND (formerly known as Barings Private Equity Opportunities and Commitments Fund) THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated: February 27, 2024Agreement and Declaration of Trust • March 14th, 2024 • Cascade Private Capital Fund
THIS AGREEMENT AND DECLARATION OF TRUST is AMENDED AND RESTATED as of February 27, 2024 (the “Trust Instrument”) for the purpose of renaming the Trust, Cascade Private Capital Fund, and amending and restating the Second Amended and Restated Declaration of Trust (defined below) in its entirety, effective February 27, 2024.
MASSMUTUAL ACCESS PRIVATE EQUITY FUND AGREEMENT AND DECLARATION OF TRUST May 24, 2021Agreement and Declaration • May 27th, 2021 • MassMutual Access Private Equity Fund
AGREEMENT AND DECLARATION OF TRUST made on May 24, 2021 by and among the individuals executing this Declaration (as defined below) as Trustees and the holders from time to time of the shares of beneficial interest issued hereunder.
INVESTMENT MANAGEMENT AGREEMENT Cascade Private Capital FundInvestment Management Agreement • March 14th, 2024 • Cascade Private Capital Fund • Delaware
AGREEMENT made this 27th day of February, 2024, by and between Cascade Private Capital Fund, a Delaware statutory trust (the “Fund”), and Cliffwater LLC, a Delaware limited liability company (the “Investment Manager”).
SUB-ADMINISTRATIVE SERVICES AGREEMENTSub-Administrative Services Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund • Massachusetts
THIS SUB-ADMINISTRATIVE SERVICES AGREEMENT is entered into as of January 17, 2022 by and between Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized and existing under the laws of the Commonwealth of Massachusetts ("MassMutual"), and MML Investment Advisers, LLC, a Delaware limited liability company ("MML Advisers").
administrative and shareholder services agreementAdministrative and Shareholder Services Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund • Massachusetts
This ADMINISTRATIVE AND SHAREHOLDER SERVICES AGREEMENT (the “Agreement”), dated as of the 21st day of December 2021 (the “Effective Date”) is entered into by and between MassMutual Private Equity Funds Subsidiary LLC (the “Fund”) and MML Investment Advisers, LLC (the “Manager”).
SUB-ADMINISTRATION AGREEMENTSub-Administration Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund • Massachusetts
This Sub-Administration Agreement (“Agreement”) dated and effective as of December 21, 2021, is by and between MML Investment Advisers, LLC (the “Administrator”) and State Street Bank and Trust Company (the “Sub-Administrator” or “State Street”).
INVESTMENT MANAGEMENT AGREEMENT for MassMutual AccessSM Pine Point Fund and any Subsidiary of the Fund set forth on Exhibit A heretoInvestment Management Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund • Massachusetts
This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of December 21, 2021, is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”) and MassMutual Access Pine Point Fund, a Delaware statutory trust (the “Fund”), and any wholly-owned and controlled subsidiary of the Fund that may be formed by the Fund and listed on Exhibit A hereto from time to time (each, a “Subsidiary”).
INVESTMENT MANAGEMENT AGREEMENT for MassMutual Private Equity Funds Subsidiary LLCInvestment Management Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund • Massachusetts
This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of December 21, 2021, is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”) and MassMutual Private Equity Funds Subsidiary LLC (the “Fund”), a Delaware limited liability company and a wholly-owned subsidiary of MassMutual Private Equity Funds LLC, a Delaware limited liability company and a wholly-owned subsidiary of MassMutual AccessSM Pine Point Fund, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), a Delaware statutory trust (the “Trust”). The purpose of the Fund is to facilitate the implementation of the Trust’s investment strategies.
SUPPORT SERVICES SUPPLEMENT TO TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund
The Transfer Agency and Service Agreement dated and effective as of December 7, 2021 (the “Agreement”), by and between State Street Bank and Trust Company (the “Transfer Agent”), a Massachusetts trust company, and each entity identified on Appendix A thereto (the “Fund”), is hereby supplemented as of December 21, 2021 (the “Effective Date”) in the manner set forth below (the “Supplement”).
PRINCIPAL UNDERWRITER AGREEMENTPrincipal Underwriter Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund • Massachusetts
AGREEMENT dated as of December 21, 2021 by and between MassMutual AccessSM Pine Point Fund, a Delaware statutory trust (the “Fund”), and MML Distributors, LLC (“MMLD”), a Connecticut limited liability company having its principal place of business at 1295 State Street, Springfield, MA 01111.
MASSMUTUAL ACCESS PINE POINT FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST December 13, 2021Amended and Restated Agreement • December 20th, 2021 • MassMutual Access Pine Point Fund
THIS AGREEMENT AND DECLARATION OF TRUST is AMENDED AND RESTATED as of December 13, 2021 for the purpose of governing the Delaware statutory trust in accordance with the provisions hereinafter set forth.
JOINT LIABILITY INSURANCE AGREEMENTJoint Liability Insurance Agreement • March 14th, 2024 • Cascade Private Capital Fund • Delaware
AGREEMENT dated the 27th day of February, 2024 between the Cliffwater Corporate Lending Fund and Cliffwater Enhanced Lending Fund and Cascade Private Capital Fund (collectively, the “Funds” and individually, a “Fund”).
JOINT INSURED BOND AGREEMENTJoint Insured Bond Agreement • March 14th, 2024 • Cascade Private Capital Fund • Delaware
AGREEMENT dated as of this 27th day of February, 2024, by and between Cliffwater Corporate Lending Fund, Cliffwater Enhanced Lending Fund and Cascade Private Capital Fund (each a “Fund” and together, the “Funds”).
AML SUPPLEMENT TO TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • December 20th, 2021 • MassMutual Access Pine Point Fund
The Transfer Agency and Service Agreement dated and effective as of December 7, 2021 (the “Agreement”), by and between State Street Bank and Trust Company (the “Bank”), a Massachusetts trust company, and each Entity identified on Appendix A thereto (the “Fund”), is hereby supplemented as of December 7, 2021 (the “Effective Date”) in the manner set forth below (the “Supplement”).
MassMutual Access Pine Point Fund AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration • September 30th, 2022 • Barings Access Pine Point Fund
WHEREAS, THE UNDERSIGNED constitute at least a majority of the Trustees of MassMutual Access Pine Point Fund (the “Trust”), a Delaware statutory trust organized and existing under the laws of the State of Delaware pursuant to a Certificate of Trust dated May 24, 2021, as amended and restated in its entirety on December 13, 2021, and an Agreement and Declaration of Trust dated May 24, 2021, as amended and restated in its entirety on December 13, 2021 (the “Declaration of Trust”);
EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • July 29th, 2022 • MassMutual Access Pine Point Fund
This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Adviser”), and MassMutual AccessSM Pine Point Fund, a Delaware statutory trust (the “Fund”), effective as of the 21st day of December, 2021.
ADMINISTRATION AGREEMENTAdministration Agreement • March 14th, 2024 • Cascade Private Capital Fund • Massachusetts
This Administration Agreement (“Agreement”) dated and effective as of February 27, 2024, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and Cascade Private Capital Fund, a Delaware statutory trust (the “Trust”).
February 27, 2024Letter Agreement • March 14th, 2024 • Cascade Private Capital Fund
Pursuant to the Investment Management Agreement between the Fund and Cliffwater LLC (“Cliffwater”) dated February 27, 2024, Cliffwater is entitled to investment advisory fees of 1.40% of the Fund’s average daily net assets. By separate letter agreement dated as of February 27, 2024, Cliffwater has irrevocably agreed to waive a portion of its investment advisory fees payable to it in order to reduce the investment advisory fee paid to Cliffwater to an annual rate equal to 1.00% of the Fund’s average daily net assets through June 30, 2026. By our execution of this letter agreement (this “Agreement”), intending to be legally bound hereby, Cliffwater agrees that it will waive the remainder of its investment advisory fees payable to it from the date of this Agreement through June 30, 2025.
February 27, 2024Cascade Private Capital Fund • March 14th, 2024
Pursuant to the Investment Management Agreement between the Fund and Cliffwater LLC (“Cliffwater”) dated February 27, 2024, Cliffwater is entitled to investment advisory fees of 1.40% of the Fund’s average daily net assets. By our execution of this letter agreement (this “Agreement”), intending to be legally bound hereby, Cliffwater agrees irrevocably that it shall waive a portion of its investment advisory fees payable to it in order to reduce the investment advisory fee paid to Cliffwater to an annual rate equal to 1.00% of the Fund’s average daily net assets from the date of this Agreement through June 30, 2026.
TRANSFER AGENCY AND RECORDKEEPING AGREEMENTTransfer Agency and Recordkeeping Agreement • March 14th, 2024 • Cascade Private Capital Fund
THIS TRANSFER AGENCY AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of this 28th day of February, 2024, by and between Cascade Private Capital Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • December 20th, 2021 • MassMutual Access Pine Point Fund • Massachusetts
THIS AGREEMENT is made as of the 7th day of December, 2021, by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and EACH ENTITY IDENTIFIED ON APPENDIX A hereto, whose jurisdiction of formation is identified opposite its name (the “Fund”).
FORM OF EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • July 28th, 2023 • Barings Private Equity Opportunities & Commitments Fund
This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between Barings LLC, a Delaware limited liability company (the “Adviser”), and Barings Private Equity Opportunities and Commitments Fund, a Delaware statutory trust (the “Fund”), effective as of ________, 2023.
