0001144204-10-010800 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”).

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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