AMENDMENT NO. 1 DATED AS OF OCTOBER 1, 2015 TO THE INVESTMENT MANAGEMENT AGREEMENT DATED AS OF MAY 20, 2014Investment Management Agreement • October 26th, 2015 • AMG Pantheon Master Fund, LLC • New York
WHEREAS, Pantheon Ventures (US) LP, a Delaware limited partnership (the “Investment Manager”), and AMG Pantheon Master Fund, LLC (formerly known as AMG Pantheon Private Equity Master Fund, LLC), a Delaware limited liability company (the “Fund”), entered into an Investment Management Agreement dated as of May 20, 2014 (the “Agreement”); and
AMENDMENT NO. 1 DATED AS OF OCTOBER 22, 2015 TO THE LIMITED LIABILITY COMPANY AGREEMENT OF AMG PANTHEON PRIVATE EQUITY MASTER FUND, LLC DATED AS OF MAY 16, 2014Limited Liability Company Agreement • October 26th, 2015 • AMG Pantheon Master Fund, LLC • Delaware
WHEREAS, pursuant to Section 2.2 of the Limited Liability Company Agreement (the “Limited Liability Company Agreement”) of AMG Pantheon Private Equity Master Fund, LLC (the “Fund”), the Board of Directors of the Fund (the “Board”) is permitted to adopt a name for the Fund other than “AMG Pantheon Private Equity Master Fund”; and
LETTER AGREEMENTExpense Limitation and Reimbursement Agreement • October 26th, 2015 • AMG Pantheon Master Fund, LLC
