0001193125-14-371405 Sample Contracts

TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agency and Shareholder Services Agreement • October 15th, 2014 • AMG Pantheon Private Equity Fund, LLC

This Transfer Agency And Shareholder Services Agreement is made as of October 1, 2014 (“Effective Date”) by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and each of AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC, severally and not jointly (each, a “Fund,” and collectively, the “Funds”). Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms). The term “Agreement” shall mean this Transfer Agency And Shareholder Services Agreement as constituted on the Effective Date, and thereafter as it may be amended from time to time as provided for herein.

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FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • October 15th, 2014 • AMG Pantheon Private Equity Fund, LLC • New York

THIS AGREEMENT is made as of , by and between each of AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC, severally and not jointly (each, a “Fund” and collectively, the “Funds”), and The Bank of New York Mellon, a New York banking organization (“BNY Mellon”).

CLEARSKYSM REGULATION D STATE FILING SERVICES AGREEMENT
State Filing Services Agreement • October 15th, 2014 • AMG Pantheon Private Equity Fund, LLC • New York

This STATE FILING SERVICES AGREEMENT, effective as of October 1, 2014 (“Effective Date”), is by and between AMG Pantheon Private Equity Fund, LLC (the “Company”) and BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”).

CUSTODY AGREEMENT by and between each of AMG PANTHEON PRIVATE EQUITY FUND, LLC, and AMG PANTHEON PRIVATE EQUITY MASTER FUND, LLC, severally and not jointly, and THE BANK OF NEW YORK MELLON
Custody Agreement • October 15th, 2014 • AMG Pantheon Private Equity Fund, LLC • New York

CUSTODY AGREEMENT, dated as of the latest date set forth on the signature page hereto, by and between each of AMG PANTHEON PRIVATE EQUITY FUND, LLC, a limited liability company organized under the laws of the state of Delaware, and AMG PANTHEON PRIVATE EQUITY MASTER FUND, LLC, a limited liability company organized under the laws of the state of Delaware, severally and not jointly (each, a “Fund” and collectively, the “Funds”), and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).

LETTER AGREEMENT
Expense Limitation and Reimbursement Agreement • October 15th, 2014 • AMG Pantheon Private Equity Fund, LLC
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