SECOND AMENDED AND RESTATED PRIVATE PLACEMENT AGENT AGREEMENTPrivate Placement Agent Agreement • December 30th, 2016 • Partners Group Private Equity (Master Fund), LLC • Delaware
THIS AGREEMENT is made as of the 1st day of January 2017 (this “Agreement”), by and between Partners Group Private Equity (Master Fund), 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”).
SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • December 30th, 2016 • Partners Group Private Equity (Master Fund), LLC • New York
THIS AGREEMENT (this “Agreement”) is made as of the 31st day of December, 2016, by and between Partners Group Private Equity (Master Fund), LLC, a Delaware limited liability company (the “Fund”), and Partners Group (USA) Inc., a Delaware corporation (the “Adviser”).
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • December 30th, 2016 • Partners Group Private Equity (Master Fund), LLC • Massachusetts
This Transfer Agency and Service Agreement (“Agreement”) dated and effective as of April 1, 2016, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Transfer Agent”), and each entity identified on Schedule A hereto, as amended from time to time, (each, a “Company” and collectively, the “Companies”).
AMENDED AND RESTATED MASTER ADMINISTRATION AGREEMENTMaster Administration Agreement • December 30th, 2016 • Partners Group Private Equity (Master Fund), LLC • Massachusetts
This Amended and Restated Administration Agreement (this “Agreement”) dated and effective as of January 1, 2017, 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 A 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 • December 30th, 2016 • Partners Group Private Equity (Master Fund), LLC
Thank you for your interest in Partners Group Private Equity (Master Fund), 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.
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENTExpense Limitation and Reimbursement Agreement • December 30th, 2016 • Partners Group Private Equity (Master Fund), LLC • Delaware
AGREEMENT made as of the 1st day of January, 2017 by and among Partners Group Private Equity (Master Fund), LLC, a Delaware limited liability company (the “Fund”) and Partners Group (USA) Inc., a Delaware corporation (“Partners Group”):
Master Custodian AgreementMaster Custodian Agreement • December 30th, 2016 • Partners Group Private Equity (Master Fund), LLC • Massachusetts
This Agreement is made as of April 1, 2016 (this “Agreement”), between each registered management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).
