Partners Group Private Equity, LLC Sample Contracts

AMENDED AND RESTATED PRIVATE PLACEMENT AGENT AGREEMENT
Private Placement Agent Agreement • March 1st, 2010 • Partners Group Private Equity, LLC • Delaware

AGREEMENT made as of the 11th day of February 2010, by and between Partners Group Private Equity, 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”).

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AMENDED AND RESTATED FUND SERVICING AGREEMENT
Fund Servicing Agreement • March 1st, 2010 • Partners Group Private Equity, LLC • New York

THIS AGREEMENT (the “Agreement”) is made as of the 27th day of February 2009, as amended on the 22nd day of February 2010, by and between Partners Group Private Equity, LLC, a Delaware limited liability company (the “Fund”), and Partners Group (USA) Inc., a Delaware corporation (“Partners Group”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • May 26th, 2016 • Partners Group Private Equity, 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”).

ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
Accounting and Recordkeeping Agreement • February 27th, 2009 • Partners Group Private Equity, LLC • Delaware

THIS AGREEMENT is made as of this day of , 2008 (the “Effective Date”), by and between Partners Group Private Equity, LLC, a Delaware limited liability company (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).

ESCROW AGREEMENT
Escrow Agreement • February 27th, 2009 • Partners Group Private Equity, LLC • Missouri

This ESCROW AGREEMENT (the “Agreement”) is made and entered into this ___ day of ___, 2009, by and between Partners Group Private Equity, LLC, a Delaware limited liability company (the “Fund”), UMB Fund Services, Inc., as recordkeeper (the “Administrator”) and UMB Bank, n.a., a national banking association organized and existing under the laws of the United States of America, as escrow agent (the “Escrow Agent”).

MASTER ADMINISTRATION AGREEMENT
Master Administration Agreement • May 26th, 2016 • Partners Group Private Equity, LLC • Massachusetts

This Administration Agreement (this “Agreement”) dated and effective as of April 1, 2016, 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”).

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • May 26th, 2016 • Partners Group Private Equity, LLC • Delaware

AGREEMENT made as of the 11th day of February, 2010 by and among Partners Group Private Equity, LLC, a Delaware limited liability company (the “Fund”) and Partners Group (USA) Inc., a Delaware corporation (“Partners Group”):

INITIAL SUBSCRIPTION AGREEMENT
Subscription Agreement • May 26th, 2016 • Partners Group Private Equity, LLC

Set forth below are the definitions of “United States” and “U.S. person” contained in Regulation S promulgated under the Securities Act. “United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia.

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • March 1st, 2010 • Partners Group Private Equity, LLC • Delaware

AGREEMENT made as of the 11th day of February, 2010 by and among Partners Group Private Equity, LLC, a Delaware limited liability company (the “Fund”) and Partners Group (USA) Inc., a Delaware corporation (“Partners Group”):

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