AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • February 1st, 2023 • MBC Total Private Markets Access Fund • Delaware
Form of DISTRIBUTION AGREEMENTDistribution Agreement • September 13th, 2023 • MBC Total Private Markets Access Fund • Ohio
This Distribution Agreement (this “Agreement”), dated [Date], is made by and among MBC Total Private Markets Access Fund, a/an [State and type of entity] (the “Fund”), Seneca Management, LLC, a Colorado limited liability company (the “Advisor”), and Ultimus Fund Distributors, LLC, a limited liability company organized under the laws of the state of Ohio (“Distributor”).
Form of SELLING AGREEMENTSelling Agreement • September 13th, 2023 • MBC Total Private Markets Access Fund • Nebraska
Ultimus Fund Distributors, LLC (the “Distributor”) serves as the principal underwriter of <Fund Names> (the “Fund”) a closed-end investment company, shares of which are distributed by Distributor at their respective net asset values plus sales charges as applicable, pursuant to a written agreement (the “Distribution Agreement”). Distributor invites you (the “Company”) to participate as a non-exclusive agent in the distribution of shares of the Fund that are covered under the Distribution Agreement upon the following terms and conditions:
CUSTODY AGREEMENTCustody Agreement • October 11th, 2024 • MidBridge Private Markets Fund • Delaware
THIS AGREEMENT is made and entered into as of the last date on the signature page, by and between MIDBRIDGE PRIVATE MARKETS FUND, a Delaware statutory trust, (the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).
CUSTODY AGREEMENTCustody Agreement • October 11th, 2024 • MidBridge Private Markets Fund • Illinois
AGREEMENT dated as of ____________________, 2024, between MIDBRIDGE PRIVATE MARKETS FUND a statutory trust organized under the laws of the State of Delaware (the “Trust”), having its principal office and place of business at_____________________________ on behalf of each series of the Trust listed on Schedule B hereto, as it may be amended from time to time (each, a “Fund” and, collectively, the “Funds”), and THE NORTHERN TRUST COMPANY (the “Custodian”), an Illinois company with its principal place of business at 50 South LaSalle Street, Chicago, Illinois 60603.
INITIAL SUBSCRIPTION AGREEMENT MIDBRIDGE PRIVATE MARKETS FUND Denver, Colorado 80206Initial Subscription Agreement • October 11th, 2024 • MidBridge Private Markets Fund
This Subscription Agreement, dated as of May 3, 2024, and entered into between MidBridge Private Markets Fund, a Delaware statutory trust (the "Fund"), and MidBridge Advisors LP, a Delaware limited partnership (the "Subscriber").
MASTER SERVICES AGREEMENTMaster Services Agreement • October 11th, 2024 • MidBridge Private Markets Fund • Delaware
This Master Services Agreement (this “Agreement”), dated April 30, 2024, is between MidBridge Private Markets Fund (the “Fund”), a Delaware statutory trust, and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the state of Ohio.
PRINCIPAL FINANCIAL OFFICER, CHIEF COMPLIANCE OFFICER, AND COMPLIANCE SUPPORT SERVICES AGREEMENTServices Agreement • October 11th, 2024 • MidBridge Private Markets Fund
This Principal Financial Officer (PFO), Chief Compliance Officer (CCO), and Compliance Support Services Agreement (“Agreement”) is entered into by and between: MidBridge Private Markets Fund (the “Fund”), a newly organized Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) as a non-diversified, closed-end management investment company, managed by MidBridge Advisors, LP (the "Adviser"), and NexTier Solutions, Inc., a North Carolina corporation (“NexTier”), and is effective as of the date the MidBridge Private Markets Fund formally commences operations (the “Effective Date”).
MBC TOTAL PRIVATE MARKETS ACCESS FUND FORM OF INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • September 13th, 2023 • MBC Total Private Markets Access Fund • Delaware
This INVESTMENT ADVISORY AGREEMENT (the “Advisory Agreement”), dated as of _______, 2023, is between (i) MBC Total Private Markets Access Fund, a Delaware statutory trust (the “Fund”), and (ii) Seneca Management, LLC, a Colorado limited liability company (the “Adviser”).
DISTRIBUTION AGREEMENTDistribution Agreement • October 11th, 2024 • MidBridge Private Markets Fund • Delaware
This Distribution Agreement (this “Agreement”), dated April 30, 2024, is made by and among MidBridge Private Markets Fund, a Delaware statutory trust (the “Fund”), MidBridge Advisors LP, a Delaware limited partnership (the “Advisor”), and Ultimus Fund Distributors, LLC, a limited liability company organized under the laws of the state of Ohio (“Distributor”).
FORM OF EXPENSE LIMITATION AGREEMENT MBC TOTAL PRIVATE MARKETS ACCESS FUNDExpense Limitation Agreement • September 13th, 2023 • MBC Total Private Markets Access Fund
This Agreement will be governed by, construed under and interpreted and enforced in accordance with the laws of the state of New York, without regard to principles of conflicts of laws of any jurisdiction to the contrary and the applicable provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), if any. The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in the State of New York and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • October 11th, 2024 • MidBridge Private Markets Fund • Delaware
This INVESTMENT MANAGEMENT AGREEMENT (the “Investment Management Agreement”), dated as of April 30, 2024, is between (i) MidBridge Private Markets Fund, a Delaware statutory trust (the “Fund”), and (ii) MidBridge Advisors LP, a Delaware limited partnership (the “Adviser”).
EXPENSE LIMITATION AGREEMENT MIDBRIDGE PRIVATE MARKETS FUNDExpense Limitation Agreement • October 11th, 2024 • MidBridge Private Markets Fund
This Agreement will be governed by, construed under and interpreted and enforced in accordance with the laws of the state of New York, without regard to principles of conflicts of laws of any jurisdiction to the contrary and the applicable provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), if any. The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in the State of New York and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
FORM OF SELLING AGREEMENTForm of Selling Agreement • October 11th, 2024 • MidBridge Private Markets Fund • Nebraska
Ultimus Fund Distributors, LLC (the “Distributor”) serves as the principal underwriter of <Fund Names> (the “Fund”) a closed-end investment company, shares of which are distributed by Distributor at their respective net asset values plus sales charges as applicable, pursuant to a written agreement (the “Distribution Agreement”). Distributor invites you (the “Company”) to participate as a non-exclusive agent in the distribution of shares of the Fund that are covered under the Distribution Agreement upon the following terms and conditions:
Investor Name Subscription Agreement FOR CLASS A, D, & I SHARES Effective as of May 2024 MidBridge Private Markets FundMidBridge Private Markets Fund • October 11th, 2024
This subscription agreement is utilized for the offering of shares of beneficial interest (the “Shares”) of MidBridge Private Markets Fund (the “Fund”). This subscription agreement may be used only by investors that are both (i) “accredited investors” within the meaning given to such term in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and (ii) “qualified clients within the meaning given to such term in Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
Form of MASTER SERVICES AGREEMENTMaster Services Agreement • September 13th, 2023 • MBC Total Private Markets Access Fund • Ohio
This Master Services Agreement (this “Agreement”), dated [Date], is between MBC Total Private Markets Access Fund (the “Fund”), [a/an [state] statutory trust], and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the state of Ohio.
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of MIDBRIDGE PRIVATE MARKETS FUND a Delaware Statutory Trust April 26, 2024Agreement and Declaration of Trust • April 29th, 2024 • MidBridge Private Markets Fund • Delaware
MBC TOTAL PRIVATE MARKETS ACCESS FUND FORM OF INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • September 13th, 2023 • MBC Total Private Markets Access Fund • Delaware
This INVESTMENT SUB-ADVISORY AGREEMENT (the “Sub-Advisory Agreement”), dated as of _______, 2023, is between (i) MidOcean Credit Fund Management, LP, a Delaware limited partnership (the “Sub-Adviser”), and (ii) Seneca Management, LLC, a Colorado limited liability company (the “Adviser”), and (iii) MBC Total Private Markets Access Fund, a Delaware statutory trust (the “Fund”).
