CUSTODY AGREEMENTCustody Agreement • February 14th, 2024 • Partners Group Next Generation Infrastructure LLC • New York
PRIVATE PLACEMENT AGENT AGREEMENTPrivate Placement Agent Agreement • February 14th, 2024 • Partners Group Next Generation Infrastructure LLC
THIS AGREEMENT is made as of the [INSERT DATE] (this “Agreement”), by and between Partners Group Next Generation Infrastructure, LLC, a Delaware limited liability company (the “Fund”) and Foreside Fund Services, LLC, a Delaware limited liability company, with its principal office and place of business at Three Canal Plaza, Portland, Maine 04101 (“Foreside” or the “Placement Agent”).
PARTNERS GROUP NEXT GENERATION INFRASTRUCTURE, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 14th, 2024 • Partners Group Next Generation Infrastructure LLC • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Partners Group Next Generation Infrastructure, LLC (the “Fund”) is dated and effective as of November 30, 2023 by and among the Fund, Partners Group (USA) Inc., each current Member of the Fund, and each person hereinafter admitted to the Fund and reflected on the books of the Fund as a Member (collectively, the “Parties”).
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • February 14th, 2024 • Partners Group Next Generation Infrastructure LLC • New York
THIS AGREEMENT (this “Agreement”) is made as of the 31st day of December, 2023, by and between Partners Group Next Generation Infrastructure, LLC, a Delaware limited liability company (the “Fund”), and Partners Group (USA) Inc., a Delaware corporation (the “Adviser”).
PRIVATE PLACEMENT AGENT SERVICES AGREEMENTPrivate Placement Agent Services Agreement • June 21st, 2024 • Partners Group Next Generation Infrastructure LLC • Delaware
THIS AGREEMENT made this 28th day of February, 2024, by and between Partners Group (USA) Inc. (the “Advisor”), a Delaware corporation and Foreside Fund Services, LLC, a Delaware limited liability company (the “Placement Agent”).
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENTExpense Limitation and Reimbursement Agreement • February 14th, 2024 • Partners Group Next Generation Infrastructure LLC
AGREEMENT made as of the 31st day of December, 2023 by and among Partners Group Next Generation Infrastructure, LLC, a Delaware limited liability company (the “Fund”) and Partners Group (USA) Inc., a Delaware corporation (“Partners Group”):
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • February 14th, 2024 • Partners Group Next Generation Infrastructure LLC
THIS AGREEMENT is made as of the 30th day of January, 2024, by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts Client company having its principal office and place of business at One Congress Street, Suite 1, Boston, Massachusetts 02114-2016 (“State Street” or the “Transfer Agent”), and PARTNERS GROUP NEXT GENERATION INFRASTRUCTURE, LLC, a Delaware limited liability corporation business Client having its principal office and place of business at 1114 Avenue of the Americas, 37th Floor, New York, New York 10036 (the “Client”) (State Street, the Transfer Agent and the Client, each a "Party," and together, the "Parties").
ADMINISTRATION AGREEMENTAdministration Agreement • February 14th, 2024 • Partners Group Next Generation Infrastructure LLC • Massachusetts
This Administration Agreement (“Agreement”) dated and effective as of October 16, 2023, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and each Delaware limited liability company listed on Schedule A1 attached hereto (each a “Company,” and collectively the “Companies”).
PRIOR TO INVESTING IN THE FUND, ALL SUBSCRIBERS MUST CAREFULLY READ THE FUND’S CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM AND THE FUND’S LIMITED LIABILITY COMPANY AGREEMENT ATTACHED THERETO. AN INVESTMENT IN THE FUND INVOLVES RISKS AND CONFLICT AS...Subscription Agreement • February 14th, 2024 • Partners Group Next Generation Infrastructure LLC
Thank you for your interest in Partners Group Next Generation Infrastructure, LLC (the “Fund”). Below is a checklist of the steps to be completed in connection with this Subscription Agreement. If you have any questions in relation to the completion of this Subscription Agreement, please contact the Fund at 1-877-748-7209.1
PARTNERS GROUP NEXT GENERATION INFRASTRUCTURE, LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 14th, 2024 • Partners Group Next Generation Infrastructure LLC • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Partners Group Next Generation Infrastructure, LLC, a Delaware limited liability company (the “Company”), is entered into with effect from May 24, 2023 (the “Effective Date”) by Partners Group (USA) Inc., a Delaware corporation, as managing member (the “Managing Member”). The Managing Member and any other members admitted from time to time in accordance with the terms hereof are collectively referred to herein as “Members” and each is individually referred to herein as a “Member.”
