0001193125-14-266587 Sample Contracts

AMG PANTHEON PRIVATE EQUITY MASTER FUND, LLC LIMITED LIABILITY COMPANY AGREEMENT Dated and effective as of May 16, 2014
Limited Liability Company Agreement • July 11th, 2014 • AMG Pantheon Private Equity Master Fund, LLC • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT of AMG PANTHEON PRIVATE EQUITY MASTER FUND, LLC (the “Fund”) is dated and effective as of May 16, 2014 by and among the Organizational Member, Pantheon Ventures (US) LP, as Adviser, AMG Funds LLC, as Sponsor, the Directors identified on Schedule I hereto, and each person hereinafter admitted to the Fund in accordance with this Agreement and reflected on the books of the Fund as a Member.

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