TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENTTransfer 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.
AMG PANTHEON FUND, LLC SUBSCRIPTION AGREEMENTSubscription Agreement • July 27th, 2023 • AMG Pantheon Fund, LLC
Thank you for your interest in AMG Pantheon 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 your financial advisor.
FUND ADMINISTRATION AND ACCOUNTING AGREEMENTFund 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 AGREEMENTState 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”).
FORM OF ADOPTION AGREEMENTAdoption Agreement • May 28th, 2014 • AMG Pantheon Private Equity Fund, LLC
This Adoption Agreement (“Adoption Agreement”), dated as of May , 2014 (“Effective Date”), is being entered into by and between The Bank of New York Mellon (“BNYM”) and each of AMG Funds (formerly known as Managers AMG Funds) (the “Existing Fund”), AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (each a “New Fund”).
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 Fund, LLC • New York
WHEREAS, Pantheon Ventures (US) LP, a Delaware limited partnership (the “Investment Manager”), and AMG Pantheon Fund, LLC (formerly known as AMG Pantheon Private Equity Fund, LLC), a Delaware limited liability company (the “Fund”), entered into an Investment Management Agreement dated as of May 20, 2014 (the “Agreement”); and
SUB-DISTRIBUTION AGREEMENTSub-Distribution Agreement • May 11th, 2018 • AMG Pantheon Fund, LLC • New York
This SUB-DISTRIBUTION AGREEMENT (“Agreement”) is entered into on and effective as of April 1, 2018 (the “Effective Date”) by and among AMG Distributors, Inc. (“AMGD”), a Delaware corporation, and Pantheon Securities, LLC (“Pantheon”), a Delaware limited liability company.
AMENDMENTAMG Pantheon Fund, LLC • July 30th, 2021 • New York
AMENDMENT dated as of June 23, 2021 (“Effective Date”), amongst each entity listed on Annex I attached hereto (each, a “Fund”, and collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).
Amendment No. 2 To Transfer Agency And Shareholder Services AgreementTransfer Agency and Shareholder Services Agreement • May 12th, 2020 • AMG Pantheon Fund, LLC
This Amendment No. 2 To Transfer Agency And Shareholder Services Agreement, dated as of January 1, 2020 (“Amendment No. 2”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and each of AMG Pantheon Fund, LLC and AMG Pantheon Master Fund, LLC, severally and not jointly (each, a “Fund” and collectively, the “Funds”).
AMENDMENTAMG Pantheon Fund, LLC • May 10th, 2019 • New York
AMENDMENT dated as of April 9, 2019, amongst each entity listed on Annex I attached thereto (each, a “Fund” collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).
FORM OF ADMINISTRATION AGREEMENTForm of Administration Agreement • May 28th, 2014 • AMG Pantheon Private Equity Fund, LLC • New York
This AGREEMENT, made as of this [ ] day of, [ ] 2014 by and between AMG Pantheon Private Equity Fund, LLC, a limited liability company organized under the laws of the State of Delaware, AMG Pantheon Private Equity Master Fund, LLC, a limited liability company organized under the State of Delaware (together with AMG Pantheon Private Equity Fund, LLC, the “Funds” and each, a “Fund”), and AMG Funds LLC, a limited liability company organized under the laws of the State of Delaware (the “Administrator”).
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 MELLONCustody 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”).
Amendment No. 3 To Transfer Agency And Shareholder Services AgreementTransfer Agency and Shareholder Services Agreement • July 30th, 2021 • AMG Pantheon Fund, LLC
This Amendment No. 3 To Transfer Agency And Shareholder Services Agreement, dated as of December 31, 2020 (“Amendment No. 3”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and each of AMG Pantheon Fund, LLC (“AMG Pantheon”) and AMG Pantheon Master Fund, LLC (“AMG Pantheon Master”), severally and not jointly (each, a “Fund” and collectively, the “Funds”).
AMENDMENT TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENTFund Administration and Accounting Agreement • July 30th, 2021 • AMG Pantheon Fund, LLC • New York
This Amendment (“Amendment”) is made as of April 16, 2021 (“Effective Date”), by and between each of AMG PANTHEON FUND, LLC, AMG PANTHEON MASTER FUND, LLC and AMG PANTHEON SUBSIDIARY FUND, LLC (each, a “Fund”, collectively, the “Funds”) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).
AMG PANTHEON PRIVATE EQUITY FUND, LLC FORM OF INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • May 28th, 2014 • AMG Pantheon Private Equity Fund, LLC • New York
This INVESTMENT MANAGEMENT AGREEMENT, dated and effective as of [ ], 2014 (the “Agreement”), is between PANTHEON VENTURES (US) LP, a Delaware limited partnership (the “Investment Manager”), and AMG PANTHEON PRIVATE EQUITY FUND, LLC, a Delaware limited liability company (the “Fund”).
Amendment No. 4 To Transfer Agency And Shareholder Services AgreementTransfer Agency and Shareholder Services Agreement • July 27th, 2023 • AMG Pantheon Fund, LLC
This Amendment No. 4 To Transfer Agency And Shareholder Services Agreement (“Amendment No. 4”), dated as of July 3, 2023 (“Effective Date”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and each of AMG Pantheon Fund, LLC (“AMG Pantheon”) and AMG Pantheon Master Fund, LLC (“AMG Pantheon Master”), severally and not jointly (each, a “Fund” and collectively, the “Funds”).
Amendment No. 1 To Transfer Agency And Shareholder Services AgreementTransfer Agency and Shareholder Services Agreement • May 12th, 2020 • AMG Pantheon Fund, LLC
This Amendment No. 1 To Transfer Agency And Shareholder Services Agreement, dated as of October 27, 2015 (“Amendment No. I”), is being entered into 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”).
AMENDMENTAMG Pantheon Fund, LLC • July 30th, 2021 • New York
AMENDMENT dated as of June 23, 2021 (“Effective Date”), amongst each entity listed on Schedule I attached hereto (each, a “Fund”, and collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).
FORM OF LETTER AGREEMENTLetter Agreement • May 28th, 2014 • AMG Pantheon Private Equity Fund, LLC
AMENDMENT TO THIRD AMENDED AND RESTATED DISTRIBUTION AGREEMENTDistribution Agreement • May 12th, 2020 • AMG Pantheon Fund, LLC
THIS AMENDMENT is entered into as of [ ] by and among AMG Distributors, Inc. (“AMGD”), a Delaware corporation, Pantheon Ventures (US) LP (“Affiliate”), a Delaware limited partnership that is an affiliate of AMGD, and AMG Pantheon Fund, LLC, a Delaware limited liability company (the “Fund”) (the “Amendment”).
FORM OF INTERMEDIARY PLACEMENT AGENT AGREEMENTIntermediary Placement Agent Agreement • May 28th, 2014 • AMG Pantheon Private Equity Fund, LLC • New York
This INTERMEDIARY PLACEMENT AGENT AGREEMENT (“Agreement”) is entered into on and effective as of May [ ], 2014 (the “Effective Date”) by and between AMG Distributors, Inc. (“AMGD”), a Delaware corporation, Pantheon Ventures (US) LP (“Affiliate”), a Delaware limited partnership that is an affiliate of AMGD, and AMG Pantheon Private Equity Fund, LLC, a Delaware limited liability company (the “Fund”).
AMENDMENTAMG Pantheon Fund, LLC • May 10th, 2019 • New York
AMENDMENT dated as of April 9, 2019, amongst each entity listed on Annex I attached thereto (each, a “Fund” collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).
SECOND AMENDED AND RESTATED DISTRIBUTION AGREEMENTSecond Amended and Restated Distribution Agreement • May 12th, 2017 • AMG Pantheon Fund, LLC • New York
This SECOND AMENDED AND RESTATED DISTRIBUTION AGREEMENT (“Agreement”) is entered into on and effective as of March 17, 2017 (the “Effective Date”) by and among AMG Distributors, Inc. (“AMGD”), a Delaware corporation, Pantheon Ventures (US) LP (“Affiliate”), a Delaware limited partnership that is an affiliate of AMGD, and AMG Pantheon Fund, LLC, a Delaware limited liability company (the “Fund”), and amends and restates that certain Amended and Restated Distribution Agreement dated October 27, 2015 by and among the parties hereto.
AMENDMENT TO SUB-DISTRIBUTION AGREEMENTSub-Distribution Agreement • July 24th, 2020 • AMG Pantheon Fund, LLC
THIS AMENDMENT is entered into as of April 1, 2018 by and between AMG Distributors, Inc. (“AMGD”), a Delaware corporation, and Pantheon Securities, LLC (“Pantheon”), a Delaware limited liability company.
AMENDMENT TO SUB-DISTRIBUTION AGREEMENTSub-Distribution Agreement • July 29th, 2022 • AMG Pantheon Fund, LLC
THIS AMENDMENT is entered into as of July 1, 2022 by and between AMG Distributors, Inc. (“AMGD”), a Delaware corporation, and Pantheon Securities, LLC (“Pantheon”), a Delaware limited liability company.
LETTER AGREEMENTLetter Agreement • May 20th, 2016 • AMG Pantheon Fund, LLC
FORM OF ADOPTION AGREEMENTAdoption Agreement • May 28th, 2014 • AMG Pantheon Private Equity Fund, LLC
This Adoption Agreement (“Adoption Agreement”), dated as of May , 2014 (“Effective Date”), is being entered into by and among BNYM Investment Servicing (US) Inc. (“BNYM”), each of AMG Funds III, AMG Funds I, AMG Funds II, and AMG Funds (formerly, Managers Funds, Managers Trust I, Managers Trust II and Managers AMG Funds) (each an “Existing Fund”) and each of AMG Pantheon Private Equity Fund, LLC and AMG Pantheon Private Equity Master Fund, LLC (each a “New Fund”).
AMENDED AND RESTATED DISTRIBUTION AGREEMENTAmended and Restated • October 26th, 2015 • AMG Pantheon Fund, LLC • New York
This AMENDED AND RESTATED DISTRIBUTION AGREEMENT (“Agreement”) is entered into on and effective as of [ ], 2015 (the “Effective Date”) by and among AMG Distributors, Inc. (“AMGD”), a Delaware corporation, Pantheon Ventures (US) LP (“Affiliate”), a Delaware limited partnership that is an affiliate of AMGD, and AMG Pantheon Fund, LLC, a Delaware limited liability company (the “Fund”), and amends and restates that certain Intermediary Placement Agent Agreement dated June 26, 2015 by and among the parties hereto.
THIRD AMENDED AND RESTATED DISTRIBUTION AGREEMENTThird Amended And • May 11th, 2018 • AMG Pantheon Fund, LLC • New York
This THIRD AMENDED AND RESTATED DISTRIBUTION AGREEMENT (“Agreement”) is entered into on and effective as of April 1, 2018 (the “Effective Date”) by and among AMG Distributors, Inc. (“AMGD”), a Delaware corporation, Pantheon Ventures (US) LP (“Affiliate”), a Delaware limited partnership that is an affiliate of AMGD, and AMG Pantheon Fund, LLC, a Delaware limited liability company (the “Fund”), and amends and restates that certain Second Amended and Restated Distribution Agreement dated March 17, 2017 by and among the parties hereto.
LETTER AGREEMENTLetter Agreement • July 30th, 2021 • AMG Pantheon Fund, LLC
LETTER AGREEMENTLetter Agreement • May 10th, 2019 • AMG Pantheon Fund, LLC
LETTER AGREEMENTLetter Agreement • October 26th, 2015 • AMG Pantheon Fund, LLC
BY-LAWS OF AMG PANTHEON FUND, LLC (Dated as of December 9, 2015)AMG Pantheon Fund, LLC • May 20th, 2016
AMENDED AND RESTATED DISTRIBUTION AGREEMENTAmended and Restated Distribution Agreement • August 24th, 2015 • AMG Pantheon Private Equity Fund, LLC • New York
This AMENDED AND RESTATED DISTRIBUTION AGREEMENT (“Agreement”) is entered into on and effective as of [ ], 2015 (the “Effective Date”) by and among AMG Distributors, Inc. (“AMGD”), a Delaware corporation, Pantheon Ventures (US) LP (“Affiliate”), a Delaware limited partnership that is an affiliate of AMGD, and AMG Pantheon Fund, LLC, a Delaware limited liability company (the “Fund”), and amends and restates that certain Intermediary Placement Agent Agreement dated June 26, 2015 by and among the parties hereto.
LETTER AGREEMENTLetter Agreement • October 15th, 2014 • AMG Pantheon Private Equity Fund, LLC
