PRIVATE PLACEMENT AGENT AGREEMENTPrivate Placement Agent Agreement • February 27th, 2009 • Partners Group Private Equity (Master Fund), LLC • Delaware
AGREEMENT made as of the ___ day of ___ 2009, 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”).
PARTNERS GROUP PRIVATE EQUITY (MASTER FUND), LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 27th, 2009 • Partners Group Private Equity (Master Fund), LLC • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of Partners Group Private Equity (Master Fund), LLC (the “Fund”) is dated and effective as of ___, 2009 by and among Partners Group (USA) Inc., each member of the Board of Managers of the Fund, and each person hereinafter admitted to the Fund and reflected on the books of the Fund as a Member.
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • February 27th, 2009 • Partners Group Private Equity (Master Fund), LLC • New York
THIS AGREEMENT (the “Agreement”) is made as of the 1st day of January, 2009, 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”).
ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENTAccounting and Recordkeeping Agreement • February 27th, 2009 • Partners Group Private Equity (Master Fund), LLC • Delaware
THIS AGREEMENT is made as of this ___ day of , 2008 (the “Effective Date”), by and between Partners Group Private Equity (Master Fund), LLC, a Delaware limited liability company (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).
CUSTODY AGREEMENT Dated , 2009 Between UMB BANK, N.A. and PARTNERS GROUP PRIVATE EQUITY, LLCCustody Agreement • February 27th, 2009 • Partners Group Private Equity (Master Fund), LLC
This agreement made as of this day of , 2009, between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter the “Custodian”), and each of the Funds listed on Appendix B hereof, together with such additional Funds which shall be made parties to this Agreement by the execution of Appendix B hereto (individually, a “Fund” and collectively, the “Funds”).
