0001398344-16-013755 Sample Contracts

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”).

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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.

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