0001144204-10-001663 Sample Contracts

PRIVATE PLACEMENT AGENT AGREEMENT
Private Placement Agent Agreement • January 12th, 2010 • Partners Group Private Equity (TEI), LLC • Delaware

AGREEMENT made as of the [ ], by and between Partners Group Private Equity (TEI), 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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FUND SERVICING AGREEMENT
Fund Servicing Agreement • January 12th, 2010 • Partners Group Private Equity (TEI), LLC • New York

THIS AGREEMENT (the “Agreement”) is made as of the [ ], by and between Partners Group Private Equity (TEI), LLC, a Delaware limited liability company (the “Fund”), and Partners Group (USA) Inc., a Delaware corporation (“Partners Group”).

ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
Administration, Fund Accounting and Recordkeeping Agreement • January 12th, 2010 • Partners Group Private Equity (TEI), LLC • Delaware

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

ESCROW AGREEMENT
Escrow Agreement • January 12th, 2010 • Partners Group Private Equity (TEI), LLC • Missouri

This ESCROW AGREEMENT (the “Agreement”) is made and entered into this ___ day of ________, 2010, by and between Partners Group Private Equity (TEI), 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”).

CUSTODY AGREEMENT Dated [ ] Between UMB BANK, N.A. and PARTNERS GROUP PRIVATE EQUITY (TEI), LLC
Custody Agreement • January 12th, 2010 • Partners Group Private Equity (TEI), LLC
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