0001144204-10-038988 Sample Contracts

PRIVATE PLACEMENT AGENT AGREEMENT
Private Placement Agent Agreement • July 22nd, 2010 • Partners Group Private Equity (Institutional TEI), LLC • Delaware

AGREEMENT made as of the [___] day of [____] 2010, by and between Partners Group Private Equity (Institutional 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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ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
Accounting and Recordkeeping Agreement • July 22nd, 2010 • Partners Group Private Equity (Institutional TEI), LLC • Delaware

THIS AGREEMENT is made as of this [__] day of [___] 2010 (the “Effective Date”), by and between Partners Group Private Equity (Institutional TEI), LLC, a Delaware limited liability company (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).

ESCROW AGREEMENT
Escrow Agreement • July 22nd, 2010 • Partners Group Private Equity (Institutional TEI), LLC • Missouri

This ESCROW AGREEMENT (the “Agreement”) is made and entered into this [__] day of [____] 2010, by and between Partners Group Private Equity (Institutional 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 ______, 2010 Between UMB BANK, N.A. and PARTNERS GROUP PRIVATE EQUITY (INSTITUTIONAL TEI), LLC
Custody Agreement • July 22nd, 2010 • Partners Group Private Equity (Institutional TEI), LLC
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • July 22nd, 2010 • Partners Group Private Equity (Institutional TEI), LLC • Delaware

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

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