0001144204-10-010270 Sample Contracts

PRIVATE PLACEMENT AGENT AGREEMENT
Private Placement Agent Agreement • February 26th, 2010 • Partners Group Private Equity (TEI), LLC • Delaware

AGREEMENT made as of the 23rd day of February 2010, 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 • February 26th, 2010 • Partners Group Private Equity (TEI), LLC • New York

THIS AGREEMENT (the “Agreement”) is made as of the 22nd day of February 2010, 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”).

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EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • February 26th, 2010 • Partners Group Private Equity (TEI), LLC • Delaware

AGREEMENT made as of the 26th day of February, 2010 by and among Partners Group Private Equity (TEI), LLC, a Delaware limited liability company (the “Fund”) and Partners Group (USA) Inc., a Delaware corporation (“Partners Group”):

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