FORM OF LETTER AGREEMENT
Exhibit (g)(2)
[ ], 2014
FORM OF LETTER AGREEMENT
AMG Pantheon Private Equity Fund, LLC
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Re: Expense Limitation and Reimbursement Agreement
Ladies and Gentlemen:
This Letter Agreement documents (i) an undertaking by Pantheon Ventures (US) LP (the “Adviser”) to limit the total operating expenses of AMG Pantheon Private Equity Fund, LLC (the “Fund”); and (ii) our agreement regarding the extent to which the Adviser will, under certain circumstances, receive payment from the Fund as recoupment of certain amounts paid, waived, or reimbursed by the Adviser to the Fund in fulfillment of an undertaking by the Adviser to limit the expenses of the Fund. This Letter Agreement shall terminate in the event the Adviser ceases to be the investment adviser of the Fund or upon mutual agreement between the Adviser and the Fund’s Board of Directors.
From time to time hereafter, the Adviser may undertake to waive the investment advisory fee payable by AMG Pantheon Private Equity Master Fund, LLC (the “Master Fund”) (but not below zero) and pay or reimburse the Fund’s expenses (whether borne directly or indirectly through and in proportion to the Fund’s interest in the Master Fund), in that order, such that the Fund’s total annual operating expenses (exclusive of certain items listed below) do not exceed a certain amount (the “Expense Cap”). If the Adviser undertakes an Expense Cap with respect to the Fund, the Fund will be obligated to pay the Adviser all amounts paid, waived, or reimbursed by the Adviser with respect to the Fund pursuant to such Expense Cap, provided that the amount of such additional payment in any year, together with all other expenses of the Fund (whether borne directly or indirectly through and in proportion to the Fund’s interest in the Master Fund), in the aggregate, would not cause the Fund’s total annual operating expenses, whether borne directly or indirectly through and in proportion to the Fund’s interest in the Master Fund (exclusive of (i) the Fund’s proportional share of (a) fees, expenses, allocations, carried interests, etc. of the private equity investment funds and co-investments in portfolio companies in which the Master Fund invests (including all acquired fund fees and expenses); (b) transaction costs, including legal costs and brokerage commissions, of the Master Fund associated with the acquisition and disposition of primary interests, secondary interests, co-investments, ETF investments, and other investments; (c) interest payments incurred by the Master Fund; (d) fees and expenses incurred in connection with a credit facility, if any, obtained by the Master Fund; (e) taxes of the Master Fund; and (f) extraordinary expenses (as determined in the sole discretion
of the Adviser) of the Master Fund; and (ii) (a) the investment management fee paid by the Fund; (b) acquired fund fees and expenses of the Fund; (c) transaction costs, including legal costs and brokerage commissions, of the Fund; (d) interest payments incurred by the Fund; (e) fees and expenses incurred in connection with a credit facility, if any, obtained by the Fund; (f) any distribution and/or service fees paid by the Fund; (g) taxes of the Fund; and (h) extraordinary expenses (as determined in the sole discretion of the Adviser) of the Fund) in any such year to exceed the amount of the Expense Cap, and provided further that no additional payments by the Fund will be made with respect to amounts paid, waived, or reimbursed by the Adviser more than thirty-six (36) months after the date the Fund accrues a liability with respect to such amounts paid, waived, or reimbursed by the Adviser.
Any payments by the Fund under this Letter Agreement shall be in addition to all amounts otherwise payable to the Adviser as an investment management fee or any other fee for services to the Fund.
Effective as of [ ], 2014, and until at least [ ], 2015, the Adviser hereby undertakes to limit the total annual operating expenses of the Fund, whether borne directly or indirectly through and in proportion to the Fund’s interest in the Master Fund (exclusive of (i) the Fund’s proportional share of (a) fees, expenses, allocations, carried interests, etc. of the private equity investment funds and co-investments in portfolio companies in which the Master Fund invests (including all acquired fund fees and expenses); (b) transaction costs, including legal costs and brokerage commissions, of the Master Fund associated with the acquisition and disposition of primary interests, secondary interests, co-investments, ETF investments, and other investments; (c) interest payments incurred by the Master Fund, (d) fees and expenses incurred in connection with a credit facility, if any, obtained by the Master Fund; (e) taxes of the Master Fund; and (f) extraordinary expenses (as determined in the sole discretion of the Adviser) of the Master Fund; and (ii) (a) the investment management fee paid by the Fund; (b) acquired fund fees and expenses of the Fund; (c) transaction costs, including legal costs and brokerage commissions, of the Fund; (d) interest payments incurred by the Fund; (e) fees and expenses incurred in connection with a credit facility, if any, obtained by the Fund; (f) any distribution and/or service fees paid by the Fund; (g) taxes of the Fund; and (h) extraordinary expenses (as determined in the sole discretion of the Adviser) of the Fund) to the annual rate of 2.00% of the net assets attributable to the Fund as of the end of each calendar month.
Sincerely,
Pantheon Ventures (US) LP
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ACKNOWLEDGED AND ACCEPTED
AMG Pantheon Private Equity Fund, LLC
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