ESCROW AGREEMENT

Exhibit (k)(2)

ESCROW AGREEMENT

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”).

WITNESSETH:

WHEREAS, the Fund is a limited liability company which is registered as a closed-end, non-diversified investment company under the provisions of the Investment Company Act of 1940, and is authorized to offer and sell limited liability company units in the Fund (“Units”) in reliance on exemptions provided in the Securities Act of 1933 and state securities laws for transactions not involving any public offering; and

WHEREAS, the Fund is expected to generally accept subscription proceeds for Units on the first business day of each month and to accept requests for the repurchase of Units on the first business day of each calendar quarter; and

WHEREAS, the Fund desires to appoint UMB Bank, n.a. as escrow agent for the purposes of (i) holding investment proceeds tendered by investors prior to the time such funds are transferred to the Fund for investment and (ii) holding funds to be distributed in connection with the repurchase of Units prior to the time such funds are transferred to investors.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:

1. Appointment and Delegation.

     The Fund hereby appoints UMB Bank, n.a. as Escrow Agent, on the terms set forth in this Agreement. UMB Bank, n.a. hereby agrees to serve as Escrow Agent on the terms set forth in this Agreement. The Fund hereby authorizes the Administrator, in its capacity as recordkeeper, to provide instructions to the Escrow Agent on the Fund’s behalf in accordance with the terms of this Agreement.

2. Procedures.

     (a) The Escrow Agent will establish an escrow account for the Fund, consisting of four (4) segregated sub-accounts: the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account (such sub-accounts shall be referred to collectively as the “Escrow Accounts”).

     (b) Purchase payments that are periodically received by the Administrator (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds.

     (c) Simultaneously with any deposit of Purchase Proceeds, the Administrator will deliver to the Escrow Agent a cash letter confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or the Administrator provides written notice (in the form of a cash letter) to the Escrow Agent that an underlying purchase order has been revoked (a “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) of Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to the demand deposit account maintained by the Administrator on the Fund’s behalf in accordance with the payment procedures in Paragraph 4.

     (d) On the last business day of each calendar month, the Administrator will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to transfer the Purchase Proceeds on deposit in the Subscription Sub-Account, if any, to the Fund’s operating account (the “Operating Account”).

     (e) The Escrow Agent shall provide the Fund and the Administrator with (i) a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and (ii) electronic access to such information on a daily basis. At the Escrow Agent’s request, the Administrator shall provide periodic summaries of Escrow Account activity to the Escrow Agent.

     (f) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings held in the Income Sub-Account will be transferred to the Fund’s Operating Account on the first business day of the month.

     (g) Proceeds to be delivered to investors in connection with periodic repurchases of Units by the Fund from such investors (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less a five percent (5%) withholding (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account.

     (h) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, the Administrator will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Repurchase Proceeds, if any, on deposit in the Operating Account to the Repurchase Sub-Account, and another cash letter

instructing the Escrow Agent to transfer the Repurchase Proceeds from the Repurchase Sub-Account to the demand deposit account maintained by the Administrator on the Fund’s behalf for disbursement to investors.

     (i) On an annual basis, the Administrator will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account to the demand deposit account maintained by the Administrator on the Fund’s behalf for further transfer to the Fund’s Operating Account or investors, as applicable.

     (j) In the event an adjustment needs to be made in connection with any money movement hereunder, the Administrator shall deliver to the Escrow Agent a cash letter specifying the corrective action to be taken, and the Escrow Agent shall act in accordance with such instructions.

     (k) Prior to delivery to it or its designated agents of the Purchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

3. Compensation.

     For its services hereunder, the Escrow Agent shall be entitled to a one-time account acceptance fee of $500, plus an annual escrow fee of $600 for the Escrow Accounts and transaction fees of $5.00 per deposit and/or distribution. In addition to the foregoing fees, all reasonable out-of-pocket expenses relating to the administration of this Agreement and the Escrow Accounts such as, but not limited to, wire fees, postage, shipping, courier, telephone and facsimile charges will be paid directly by the Fund.

4. Payment Procedures.

     (a) Whenever payments are required to be made to the Escrow Agent under this Agreement, such payments shall be made by electronic transfer per the following instructions:

UMB Bank, n.a., Kansas City, Missouri
ABA # 000000000
A/C # _____________________
A/C Name: Trust Clearing
Ref: Partners Group Private Equity, LLC
Attn: Xxxx Xxxxxxx

     (b) Whenever payments are required to be made by the Escrow Agent to the Administrator under this Agreement, such payments shall be made by electronic transfer per the following instructions:

UMB Bank, n.a., Kansas City, Missouri
ABA #000000000
A/C # ___________________________
Ref: Partners Group Private Equity, LLC
Attn: Financial Control

     (c) Every cash letter delivered to the Escrow Agent hereunder pursuant to Paragraph 2 shall bear the signature of two (2) authorized Administrator signers. If requested by the Administrator, each cash letter shall also bear the countersignature of two (2) authorized Fund signers. In connection with the execution of this Agreement, the Administrator shall deliver to the Escrow Agent, and the Fund shall deliver to the Administrator, a list of authorized signers, together with a certificate of incumbency and specimen signatures in the form attached as Appendix I. The party providing such certificate may provide an updated certificate evidencing the appointment, removal or change of authority of any authorized signer, it being understood that the party relying on such certificate shall not be held to have notice of any change in the authority of any authorized signer until receipt of written notice thereof.

     (d) A cash letter must be received by the Escrow Agent by 3:00 p.m. CT on the day such cash letter is transmitted in order for the instructions contained in such cash letter to be honored on that day.

5. Representations.

     The Fund represents and warrants as follows:

     (a) it is duly organized and in good standing under the laws of the State of Delaware and all necessary action has been taken by it and it is duly authorized to enter into this Agreement;

     (b) its Tax Identification Number is ___-___;

     (c) this Agreement and all other documents related to the transactions described herein have been duly executed and delivered by the Fund and constitute the legal, valid and binding obligations of the Fund, enforceable in accordance with their respective terms;

     (d) the execution, delivery and performance of this Agreement and all other documents related to the transactions described herein by the Fund do not and will not breach or violate or cause a default under its Limited Liability Company Agreement or any provision of any agreement, instrument, judgment, injunction or order applicable to or binding upon it.

6. Miscellaneous.

     It is understood and agreed, further, that the Escrow Agent shall:

     (a) be under no duty to pay and transfer any monies hereunder, unless the same shall have been first received by the Escrow Agent pursuant to the provisions of this Agreement;

     (b) be under no duty to accept any information from any person or entity other than the Fund or the Administrator, and then only to the extent and in the manner expressly provided for in this Agreement;

     (c) act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or the Administrator pursuant to this Agreement and the information contained therein and shall be protected in acting upon any written instruction or notice provided by the Fund or Administrator, provided that the Administrator has acted on the reasonable belief that such written instruction is genuine and has been signed or presented by the proper party or parties;

     (d) be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, negligence or willful misconduct;

     (e) have no liability or duty to inquire into the terms and conditions of any subscriptions for Units, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature;

     (f) be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Subparagraph (f), nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, negligence or willful misconduct, all as provided in Subparagraph (d) above;

     (g) not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement;

     (h) be entitled to refrain from taking any action other than to keep all property held by it in escrow hereunder until it shall be directed otherwise in writing by the Fund, or by a final judgment by a court of competent jurisdiction, if it is uncertain as to its duties and rights hereunder (including, without limitation, the receipt of conflicting instructions or directions from any of the parties hereto or any third parties);

     (i) have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or the Administrator;

     (j) have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Subparagraph (l) hereof, at least ninety (90) days before the date specified for such resignation to take effect, and upon the effective date of such resignation;

(i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent’s obligations hereunder shall cease and terminate;

(ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent’s sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within ninety (90) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions.

     (k) be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it on behalf of the Fund and in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

     (l) all deliveries and notices to the Escrow Agent shall be in writing and shall be sent or delivered to:

UMB Bank, n.a., as Escrow Agent
Attn: Xxxx X. Xxxxxxx M/S 1020409
0000 Xxxxx Xxxxxxxxx, 0^xx Xxxxx
Xxxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000

Notices to the Fund relating to termination of the Agreement, breaches of contractual duties, or initiation of legal proceedings related to services provided under this Agreement (a “Material Notice”), must be given in writing (either by way of facsimile or registered mail). A notice sent by facsimile shall be deemed to have been served at the close of business on the day upon which the sending party confirms receipt by telephone. A notice sent by registered mail shall be deemed to have been served at the close of

business on the day upon which it is delivered. Material Notices shall be sent as follows, or to such other address as the parties may agree in writing from time to time:

Partners Group Private Equity, LLC
c/o Partners Group (USA) Inc.
000 Xxxxxxxxx Xxxxxx, 00^xx xxxxx
Xxx Xxxx, XX 00000
Attention: CCO
Re: Material Notice
Facsimile: (000) 000 0000
Telephone: (000) 000 0000

with a copy to:

Partners Group
Xxxxxxxxxxxx 00
XX-0000 Xxxx-Xxx, Xxxxxxxxxxx
Attention: Executive Office
Re: Material Notice, Partners Group Private Equity, LLC
Facsimile: x00 00 000 00 00
Telephone: x00 00 000 00 00

Other notices required or permitted to be given to the Fund shall be in writing and shall be deemed to have been given when sent by registered or certified mail, postage prepaid, return receipt requested, to Partners Group Private Equity, LLC, c/o Partners Group (USA) Inc. 000 Xxxxxxxxx Xxxxxx, 00^xx xxxxx, Xxx Xxxx, XX 00000, Attention: CCO. All other customary communications related to the performance of services and communications under this Agreement may be sent via electronic mail.

All deliveries and notices hereunder to the Administrator shall be in writing and shall be sent or delivered to:

UMB Fund Services, Inc.
Attn: Xxxxxxx X. Xxxxxx Xxxxxx
000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000

     (m) Nothing in this Agreement is intended to or shall confer upon anyone other than the parties hereto any legal or equitable right, remedy or claim. This Agreement shall be construed in accordance with the laws of the State of Missouri and may be amended or settled only by a writing executed by the parties thereto.

     (n) This Agreement may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original, and such counterparts shall constitute but one and the same instrument. In addition, the transaction described herein may be

conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law.

     (o) In order to comply with provisions of the USA PATRIOT Act of 2001, as amended from time to time, Escrow Agent may request certain information and/or documentation to verify, confirm and record identification of persons or entities who are parties to the Agreement.

7. Tax Reporting.

     The parties hereto agree that for purposes of tax reporting, all interest or other income, if any, attributable to the Escrow Accounts pursuant to this Agreement shall be allocable to the Fund. The Fund agrees to provide the Escrow Agent with an Internal Revenue Service Form W-9 upon execution of this Agreement. The Fund understands that if such tax reporting documentation is not so certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code, as amended from time to time, to withhold a portion of any interest or other income earned on the investment of monies or other property held by the Escrow Agent pursuant to this Agreement. The Escrow Agent will prepare and send notifications on Form 1099 for each calendar year for which such Form is required during the term hereof.

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IN WITNESS WHEREOF, the parties hereto have caused the Escrow Agreement to be executed by their respective duly authorized officers.

PARTNERS GROUP PRIVATE
EQUITY, LLC
 

By:  

Title:  

By:  

Title:  

UMB BANK, N.A., AS ESCROW AGENT
 

By:  

Title:  

UMB FUND SERVICES, INC.
 

By:  

Title:  

APPENDIX I

____________________________

INCUMBENCY AND OFFICER’S CERTIFICATE

     I, ___, being a duly elected and acting ___of ___, a ___corporation (the “Company”), hereby certify that each of the following persons has the authority to act pursuant to the Escrow Agreement between UMB Bank, n.a., UMB Fund Services, Inc. and ___, and has set forth his or her respective signature hereafter:

Name and Title		Specimen Signature
Dated this ___th day of ___, 2009