INITIAL SUBSCRIPTION AGREEMENT

 

INITIAL SUBSCRIPTION AGREEMENT

 

Version May 1, 2016

Thank you for your interest in Partners Group Private Equity (TEI), LLC.  Below is a checklist of the steps to be completed in connection with this Subscription Agreement.  If you have any questions in relation to the completion of this Subscription Agreement please contact the Fund at ▇-▇▇▇-▇▇▇-▇▇▇▇.

1. Complete investor information and elections

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Appendix A, Sections 1-7 – Investor information, subscription & signature (pages A1-A3)

 

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Appendix B, Parts I, II & III – Eligibility determination for all Subscribers (pages B1-B2)

 

2. Compile required documentation

The following documents should be returned to the Fund:

[   ]

Completed Subscription Agreement, including Appendices A & B

 

[   ]

Trust instrument or other organizational documentation (for Subscribers that are trusts, corporations or other entities only)

 

[   ]

Authorized signatory list with specimen signatures (for Subscribers that are trusts, corporations or other entities only)

 

[   ]

Investment management agreement, power of attorney or other proof of signing authority with specimen signatures (if applicable)

 

3. Transmit completed Subscription Agreement and arrange remittance of investment amount

This completed Subscription Agreement, together with all required information, must be received by the Fund at least five business days prior to the relevant Acceptance Date (generally the last day of each calendar month). In addition, cleared funds must be received at least four business days prior to the Acceptance Date. Please note that the entire amount subscribed for (as specified in Section 5 of Appendix A) must be received by the Fund prior to the specified cut-off date to be eligible for admission to the Fund as of the next Acceptance Date. In the event that cleared funds and/or a properly completed Subscription Agreement are not received from a prospective investor prior to the cut-off dates pertaining to a particular offering, the Fund may hold the relevant funds and Subscription Agreement for processing in the next offering.

1.

The undersigned party or parties specified in Section 1 of Appendix A (collectively, the “Subscriber”) hereby applies to become a member (a “Member”), with the subscription specified in Section 5 of Appendix A, in Partners Group Private Equity (TEI), LLC (the “Fund”), on the terms and conditions of the limited liability company agreement of the Fund, as amended and restated from time to time (the “LLC Agreement”), and the confidential private placement memorandum of the Fund, as amended and restated from time to time (the “Memorandum”), a copy each of which the Subscriber has received and read.   The Subscriber agrees that the Fund may, in its sole discretion, reject this Subscription Agreement in whole or in part.

For purposes of this Subscription Agreement, the use of the term “the Subscriber” and any other related words in the singular shall include the plural where there is more than one party specified on Appendix A.  Furthermore, each of the statements, declarations, representations and warranties set forth in this Subscription Agreement shall be deemed to be statements, declarations, representations and warranties of each of the parties specified on Appendix A.

2.	The Subscriber agrees that by its execution of this Subscription Agreement, and upon acceptance by the Fund, it shall become a party to the LLC Agreement and hereby expressly agrees to each term of the LLC Agreement.

3.

The Subscriber understands that payment in good funds must be received by the Fund prior to the acceptance date for the applicable offering.  In the event that good funds are not received by the Fund prior to a cut-off date for the applicable offering, the Subscriber understands and agrees that the Fund may hold the relevant funds and this Subscription Agreement for processing in the next offering.

4.

The Subscriber confirms that its subscription for units of membership interests in the Fund (“Units”) is made solely on the basis of the LLC Agreement, the Memorandum and this Subscription Agreement and not in reliance on any other information, representations or warranties, whether oral or written, provided by any person including for the avoidance of doubt Partners Group (USA) Inc. (the “Adviser”) or any affiliate thereof or any officer, agent, director, member, partner or employee of any such person.  The Subscriber confirms that it understands and has evaluated the risks connected with an investment in the Fund and, in particular, it has carefully reviewed, and understands and accepts, the risk factors detailed in the Memorandum.

5.	The Subscriber hereby declares, represents and warrants that:

(a)

it has the financial ability to bear the economic risk of its investment in the Fund, has adequate means for providing its current needs and possible contingencies and has no need for liquidity with respect to its investment in the Fund;

(b)

it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits of investment in the Fund;

(c)

it has been given the opportunity to ask questions and receive answers concerning the business to be conducted by the Fund, the financial condition and capital of the Fund, the terms and conditions of the offering and other matters pertaining to the investment in the Fund and has been given the opportunity to obtain such additional information necessary to evaluate the merits and risks of investment in the Fund (to the extent that the Fund possesses such information or can acquire such information without unreasonable effort or expense) and has not been furnished with any other offering literature or prospectus except as mentioned herein;

(d)

it is aware that an investment in the Fund involves substantial risks and has determined that a subscription is a suitable investment for it and that, at this time, it can bear a complete loss of its entire investment therein;

(e)

with regard to the tax, legal, currency and other economic considerations related to this investment, it has only relied on the advice of, and has consulted with, its own professional advisers;

(f)

it understands that under the LLC Agreement, Members cannot withdraw from the Fund and Units cannot be transferred, except as provided in the LLC Agreement.  The Subscriber understands that (i) liquidity is generally only available through periodic tender offers by the Fund, (ii) the Fund is under no legal obligation to conduct any such tender offers, and (iii) such tender offers may, under certain circumstances, be made at a discount to the prevailing net asset value of the Units. Consequently, the Subscriber acknowledges and it is aware that it may have to bear the economic risk of investment in the Fund indefinitely;

 

Version May 1, 2016

Subscription Agreement

(g)

if the Subscriber is a corporation, partnership, trust or other entity, it is duly authorized and qualified to become a Member in the Fund and the individual or individuals signing this Subscription Agreement and giving these declarations, representations and warranties, as the case may be, on the Subscriber’s behalf have been duly authorized by the Subscriber to do so and this Subscription Agreement is, and upon acceptance by the Fund will be, a legal, valid and binding obligation, enforceable against the Subscriber in accordance with its terms;

(h)

it understands that (i) Units are not insured by the Federal Deposit Insurance Corporation or any other government agency, (ii) Units are not deposits or other obligations of, and are not guaranteed by any bank, and (iii) Units are subject to investment risks, including the possible loss of the full amount invested;

(i)

its execution and delivery of this Subscription Agreement, its acquisition of Units, its performance of its obligations under the LLC Agreement and the consummation of the transactions contemplated hereby and thereby will not conflict with, or result in any violation of or default under, any provision of any governing instrument applicable to the Subscriber, or any material agreement or other instrument to which it is a party or by which it or any of its properties are bound, or any permit, franchise, judgment, decree, statute, rule or regulation applicable to it or its properties;

(j)

any information that it has heretofore furnished and herewith furnishes to the Fund with respect to its financial position and business experience, is true, correct and complete as of the date of this Subscription Agreement, and if there should be any change in such information prior to its admission to the Fund as a Member, it will immediately furnish in writing such revised or corrected information to the Fund;

(k)

it will acquire Units in the Fund for its own account for investment purposes only, and not with a view to or for the re-sale, distribution or fractionalization thereof, in whole or in part; and

(l)

it understands that the offering and sale of Units is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable State securities laws.

6.	The Subscriber hereby declares, represents and warrants that it has made the appropriate elections on Appendix B and is both an “accredited investor” and a “qualified client” as each is defined in Appendix B.

7.

The Subscriber hereby declares, represents and warrants that (i) it is a U.S. person (as defined in Appendix D) that is exempt from the payment of United States federal income taxes and (ii) it is not a Foreign Financial Institution as defined in the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”).

8.	The Subscriber certifies under penalty of perjury that:

(a)

the taxpayer identification number and/or social security number of the Subscriber and/or of any trustee or custodian, as applicable and as indicated in Appendix A, is correct; and

(b)

it has truthfully completed the certification concerning backup withholding contained in Section 6 of Appendix A.

 

9.

If the Subscriber is (i) an “employee benefit plan” as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) that is subject to Title I of ERISA, (ii) a “plan” as defined in section 4975 of the U.S. Internal Revenue Code, as amended, (the “Code”) that is subject to section 4975 of the Code or (iii) a person or entity investing with the assets of, or otherwise on behalf of any entity otherwise deemed to hold the assets of any such employee benefit plan or plan, then the Subscriber as the plan or fiduciary of such employee benefit plan (the “Plan”) hereby declares, represents and warrants to the Fund that:

(a)

the decision to invest assets of the plan in the Units was made by fiduciaries independent of the Fund and any placement agent, which parties are duly authorized to make such investment decisions and who have not relied on any advice or recommendation of the Fund or any placement agent or any of their employees, representatives, agents or affiliates; and

Version May 1, 2016

Subscription Agreement

 

1

A “senior foreign political figure” is defined as a current or former senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a current for former senior official of a major foreign political party, or a current or former senior executive of a foreign government-owned corporation.  In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

2	“Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children, and in-laws.

3

A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

 

INVESTOR INFORMATION, SUBSCRIPTION & SIGNATURE

 

1.  Subscriber type (check only one type below)

 

 

Part A – Owner’s information

 

 

 

 

 

 

 

 

 

In lieu of receiving documents by mail, I authorize the Fund or the Fund's administrator to send electronically any reports required to be delivered to me as well as any investment or marketing updates.  Investors and/or Financial Advisors will also be given access to an online portal that will contain financial and demographic information. Any investor who elects this option must provide an e-mail address in Section 2 or 4 and ensure that the Subscriber and/or Financial Advisor has a current e-mail address for as long as the Subscriber owns Units.

Appendix A

 

 

For all custodial accounts, please send all pages of the Subscription Agreement and associated documentation to the Custodian

 

 

 

Information on the Subscriber's broker/dealer or financial advisory firm (if applicable)

 

 

 

 

*	Prospective investors are advised, and hereby acknowledge, that Partners Group (USA) Inc. may pay ongoing consideration to intermediaries in connection with the offer and sale of Units and/or ongoing services provided by such parties in connection therewith.

 

5. Investment instructions

 

 

 

 

6. Subscriber’s U.S. tax status

 

Appendix A

 

7. Acknowledgement and Signature

 

By signing below:

 

●

The Subscriber certifies that it has received and read the LLC Agreement, the Memorandum and the Subscription Agreement of the Fund and agrees to be bound by the terms and conditions of each.  The Subscriber certifies that it has the authority and legal capacity to make this purchase and that it is of legal age in its state of residence.

 

●

The Subscriber authorizes the Fund and the Fund’s agents to act for its account upon instructions (by phone, in writing or other means) believed to be genuine and in accordance with the procedures described in the LLC Agreement and the Memorandum.  The Subscriber agrees that neither the Fund nor the transfer agent will be liable for any loss, cost or expense for acting on such instructions.

 

All owners/trustees must sign.  For UGMA/UTMAs, the Custodian stated in Section 3 should sign.

 

 

QUALIFIED INVESTOR DETERMINATION FOR ALL SUBSCRIBERS

 

All Subscribers must complete both Parts I & II below. Subscribers that are trusts, corporations or other entities must also complete Part III.  Only those who qualify as both an “accredited investor” and “qualified client” are eligible to invest in the Fund. The Subscriber should consult its professional advisors with any questions.

Appendix B

 

 

Part III – Additional questions for Subscribers that are trusts, corporations or other entities

 

Subscribers that are trusts, corporations or other entities must respond to the questions below.

 

 

Part IV – Net worth determination for certain natural person investors

 

For purposes of determining a natural person's net worth:

 

(i)

the person's primary residence shall not be included as an asset;

 

(ii)

indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the proposed Acceptance Date, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the proposed Acceptance Date exceeds the amount outstanding 60 days before such date, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

 

(iii)

indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the proposed Acceptance Date shall be included as a liability.

U.S. WITHHOLDING TAX EXEMPTIONS

 

U.S. withholding tax exemption codes generally only apply to certain entities, not individuals; see below for instructions.  If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in Appendix A, Section 6 any code(s) that may apply to you.  Unless otherwise stated, all “section” references in this Appendix C refer to the Code.

 

Exempt payee code

 

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Generally, individuals (including sole proprietors) are not exempt from backup withholding.

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Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

 

The following codes identify payees that are exempt from backup withholding.  Enter the appropriate code in the appropriate space in Appendix A, Section 6.

 

1.

An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2);

2.

The United States or any of its agencies or instrumentalities;

3.

A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities;

4.

A foreign government or any of its political subdivisions, agencies, or instrumentalities;

5.

A corporation;

6.

A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession;

7.

A futures commission merchant registered with the Commodity Futures Trading Commission;

8.

A real estate investment trust;

9.

An entity registered at all times during the tax year under the Investment Company Act of 1940;

10.

A common trust fund operated by a bank under section 584(a);

11.

A financial institution;

12.

A middleman known in the investment community as a nominee or custodian; or

13.

A trust exempt from tax under section 664 or described in section 4947.

 

Exemption from FATCA reporting code

 

The following codes identify payees that are exempt from reporting under FATCA.  These codes apply to persons submitting this Subscription Agreement for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank.

 

“U.S. PERSON” DEFINITION

 

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.

 

“U.S. person” means:

 

(i)

Any natural person resident in the United States;

(ii)

Any partnership, limited liability company or corporation organized or incorporated under the laws of the United States;

(iii)

Any estate of which any executor or administrator is a U.S. person;

(iv)

Any trust of which any trustee is a U.S. person;

(v)

Any agency or branch of a non-United States entity located in the United States;

(vi)

Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit of a U.S. person;

(vii)

Any discretionary account similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(viii)

Any partnership or corporation if: (A) organized or incorporated under the laws of any jurisdiction other than the United States and (B) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organised or incorporated, and owned, by “accredited investors” (as defined in Rule 501 (a) under the Securities Act) who are not natural persons, estates or trusts.

 

Notwithstanding the foregoing clauses (i) through (viii):

 

(a)

any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States shall not be deemed to be a “U.S. person”;

(b)

any estate of which any professional fiduciary acting as executor or administrator is a U.S. person shall not be deemed to be a “U.S. person” if: (i) an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and (ii) the estate is governed by laws other than those of the United States;

(c)

any trust of which any professional fiduciary acting as trustee is a U.S. person shall not be deemed to be a “U.S. person” if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor the trust is revocable) is a U.S. person;

(d)

an employee benefit plan established and administered in accordance with (i) the laws of a country other than the United States and (ii) the customary practices and documentation of such country, shall not be deemed to be a “U.S. person”; and

(e)

any agency or branch of a U.S. person located outside the United States shall not be deemed a “U.S. person” if: the agency or branch (i) operates for valid business reasons, (ii) is engaged in the business or insurance or banking, and (iii) is subject to substantive insurance or banking regulation, in the jurisdiction where located.

 

Furthermore, none of the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, or their agencies, affiliates and pension plans, or any other similar international organization, or its agencies, affiliates and pension plans, shall be deemed to be a “U.S. person”.