0001398344-25-019393 Sample Contracts
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN PARTNERS GROUP LENDING FUND, LLC AND PARTNERS GROUP (USA) INC.Investment Advisory Agreement • October 21st, 2025 • Partners Group Lending Fund, LLC • Delaware
This AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (this “Agreement”), dated with effect from July 1, 2025, by and between Partners Group Lending Fund, LLC, a Delaware limited liability company (the “Company”), and Partners Group (USA) Inc., a Delaware corporation (the “Advisor”).
Dated January 14, 2025 PARTNERS GROUP BDC FINANCE I, LLC as Borrower PARTNERS GROUP REVOLVER POOLING BDC, LLC as Borrower STATE STREET BANK AND TRUST COMPANY as Facility Agent STATE STREET BANK AND TRUST COMPANY as Collateral Agent THE FINANCIAL...Amendment Agreement No. 2 • October 21st, 2025 • Partners Group Lending Fund, LLC
ContractIncrease Confirmation • October 21st, 2025 • Partners Group Lending Fund, LLC
[***] Certain identified information has been excluded from the exhibit because it both (i) is not material and (ii) is the type that the registrant treats as private or confidential.
Dated February 14, 2024 PARTNERS GROUP BDC FINANCE I, LLC as Borrower PARTNERS GROUP REVOLVER POOLING BDC, LLC as Borrower STATE STREET BANK AND TRUST COMPANY as Facility Agent STATE STREET BANK AND TRUST COMPANY as Collateral Agent THE FINANCIAL...Facility Agreement • October 21st, 2025 • Partners Group Lending Fund, LLC
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • October 21st, 2025 • Partners Group Lending Fund, LLC
This Expense Support and Conditional Reimbursement Agreement (this “Agreement”) is made this 31st day of August, 2023, by and between Partners Group Lending Fund, LLC, a Delaware limited liability company (the “Fund”), and Partners Group (USA) Inc., a Delaware corporation (the “Adviser”).
Partners group lending fund, LLC Form of SUBSCRIPTION AGREEMENTSubscription Agreement • October 21st, 2025 • Partners Group Lending Fund, LLC • Delaware
THE COMMON UNITS (THE “UNITS”) OF PARTNERS GROUP LENDING FUND, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY U.S. STATES OR OTHER JURISDICTIONS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF SUCH LAWS. THE UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND SUCH LAWS PURSUANT TO REGISTRATION, QUALIFICATION OR EXEMPTION THEREFROM. IN ADDITION, THE UNITS ARE SUBJECT TO THE CONTRACTUAL RESTRICTIONS ON RESALES DESCRIBED IN THIS SUBSCRIPTION AGREEMENT. THE UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR BY ANY U.S. STATE OR OTHER SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AU
CUSTODY AGREEMENTCustody Agreement • October 21st, 2025 • Partners Group Lending Fund, LLC • Massachusetts
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • October 21st, 2025 • Partners Group Lending Fund, LLC
THIS AGREEMENT is made as of the 30th day of April, 2025, by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts Client company having its principal office and place of business at One Congress Street, Suite 1, Boston, Massachusetts 02114-2016 (“State Street” or the “Transfer Agent”), and PARTNERS GROUP LENDING FUND, LLC, a Delaware limited liability company having its principal office and place of business at 1114 Avenue of the Americas, 37th Floor, New York, New York 10036 (the “Client”) (State Street, the Transfer Agent and the Client, each a "Party," and together, the "Parties").
Dated 14 August, 2024 PARTNERS GROUP BDC FINANCE I, LLC as Borrower PARTNERS GROUP REVOLVER POOLING BDC, LLC as Borrower STATE STREET BANK AND TRUST COMPANY as Facility Agent STATE STREET BANK AND TRUST COMPANY as Collateral Agent THE FINANCIAL...Amendment Agreement • October 21st, 2025 • Partners Group Lending Fund, LLC
PARTNERS GROUP LENDING FUND, LLC Amended and Restated Limited Liability Company AgreementLimited Liability Company Agreement • October 21st, 2025 • Partners Group Lending Fund, LLC • Delaware
This Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Partners Group Lending Fund, LLC (the “Company”) is entered into as of August 31, 2023 by Partners Group (USA) Inc., a Delaware corporation (the “Initial Member”), as its initial member.
AMENDMENT TO MASTER ADMINISTRATIVE SERVICES AGREEMENTMaster Administrative Services Agreement • October 21st, 2025 • Partners Group Lending Fund, LLC
This Amendment to the Master Administrative Services Agreement is made as of April 30, 2025 (the “Amendment”) by and between International Fund Services (N.A.), L.L.C., a Delaware limited liability company (the “Administrator”) and Partners Group Lending Fund, LLC (the “Fund”). Capitalized terms used in this Amendment without definition shall have the respective meanings ascribed to such terms in the Agreement (as defined below).
MASTER ADMINISTRATIVE SERVICES AGREEMENTMaster Administrative Services Agreement • October 21st, 2025 • Partners Group Lending Fund, LLC • Massachusetts
AGREEMENT made as of March 9, 2023, by and between INTERNATIONAL FUND SERVICES (N.A.), L.L.C., a Delaware limited liability company (the “Administrator”), and those funds and other investment vehicles set forth on Appendix A hereto, severally and not jointly (each such fund and investment vehicle made subject to this Agreement in accordance with Section 31 below shall hereinafter be referred to as the “Fund” and collectively as the “Funds”, and the Funds collectively with the Administrator, the “Parties”, or each a “Party”). Although the Parties have executed this Agreement in the form of a master agreement for administrative convenience, this Agreement shall create a separate Agreement for each Fund as though the Administrator had executed a separate Agreement with each Fund. The rights and obligations of each Fund under this Agreement are several. No rights, responsibilities or liabilities of a Fund shall be attributed to any other Fund.