Prospectus-2019-09-03 Partners Group Direct Equity 2019 (EUR) S.C.A., SICAV-RAIF

LISTING PARTICULARS
Partners Group Direct Equity 2019 (EUR) S.C.A., SICAV-RAIF
(the “Fund”)
Partners Group Direct Equity 2019 (EUR) S.C.A., SICAV-RAIF is not

subject to supervision by the Luxembourg Commission de Surveillance
du Secteur Financier (CSSF).
Admission of 45,429 Ordinary Shares of the Fund to the Official List and to trading on the professional
segment of the EuroMTF Market of the Luxembourg Stock Exchange.
3 September 2019
The General Partner of Partners Group Direct Equity 2019 (EUR) S.C.A., SICAV-RAIF is responsible for the
information contained in this document. To the best of the knowledge and belief of the General Partner
(who has taken reasonable care to ensure that such is the case), the information contained in this
document is at its date in accordance with the facts and does not omit anything likely to affect the
import of such information.
The Listing Particulars are composed of this cover document, the Prospectus dated 3 September
2019, the Articles of the Fund dated 13 May 2019. Terms not defined herein have the same meaning
as in the Prospectus. Certain items of Section 16 of the Prospectus have been clarified in this cover
document for the benefit of potential acquires of Ordinary Shares.
Application has been made to the Luxembourg Stock Exchange for the listing of 45,429 ordinary fully
paid shares of the Fund in registered form (the “Shares”) to be listed on the Official List of the
Luxembourg Stock Exchange and to be admitted to trading on the professional segment of the EuroMTF
Market of the Luxembourg Stock Exchange. References in this cover document to the Shares being
“listed” (and all related references) shall mean that the Shares have been “listed” on the Official List of
the Luxembourg Stock Exchange and admitted to trading on the professional segment of the EuroMTF
Market of the Luxembourg Stock Exchange. The EuroMTF Market is not an EU Regulated Market, as
defined in the European Directive 2014/65/EU, and is outside the scope of certain EU regulations such
as the IAS Regulation, the Prospectus Directive and the Transparency Directive.
The Fund does not expect that an active secondary market will develop in the Shares on the professional
segment of the EuroMTF Market of the Luxembourg Stock Exchange. The Fund also does not undertake
that it will maintain the listing of the Shares on the Luxembourg Stock Exchange at all times.
Subscription commitments given by Eligible Investors to the Fund are neither listed nor traded on the
EuroMTF Market of the Luxembourg Stock Exchange.
The admission of the Shares to the Official List and to trading on the professional segment of the
EuroMTF Market of the Luxembourg Stock Exchange does not constitute a warranty or representation
1
by the Luxembourg Stock Exchange as to the competence of the service providers to or any other party
connected with the Fund or the suitability of the Fund for investment or for any other purpose.
If there is any inconsistency between the terms of this cover document and the Prospectus, this cover
document will prevail.
Potential investors are referred to the “Investment Considerations and Risk Factors” section on
page 133 of the Prospectus.
If you are in any doubt about the contents of these Listing Particulars you should consult your
stockbroker, bank manager, legal counsel, accountant or other financial adviser.
Subscription and acquisition of Ordinary Shares are reserved to Eligible Investors as defined by
article 2 of the Luxembourg law of 23 July 2016 on reserved alternative investment funds, as
amended.
These Listing Particulars constitute a prospectus for purposes of Part IV of the Luxembourg law
on prospectus for securities dated 16 July 2019, as amended. No person has been authorized to
give any information which is not contained in or not consistent with this Prospectus or any
other document entered into in relation to the Shares or any information supplied by the Fund
or such other information as in the public domain and, if given or made, such information must
not be relied upon as having been authorized by the Fund, the Manager, the General Partner or
any of them.
2
The Shares
Capital of the Fund
Fully paid and issued ordinary shares are fully negotiable and transferable on the Luxembourg Stock
Exchange.
Clearance and Settlement, ISIN, Servicing of the Shares
The Shares are eligible for clearance and settlement by Clearstream Banking S.A. (“Clearstream”), a
clearing system approved by the Luxembourg Stock Exchange. For the avoidance of doubt, Ordinary
Shares can only be settled and cleared by Clearstream and not by Euroclear.
The Shares bear the ISIN LU1999871434 and the Common Code 199987143.
The Shares will be serviced by Partners Group (Luxembourg) S.A. as registrar and transfer agent of the
Fund through Clearstream.
Fees to be paid to the members of the board of the General Partner
The board members may receive director's fees as compensation for their role as a board member of
the Fund up to EUR 20,000.
Additional Information
Notices, Reporting and Availability of Documents
So long as the Shares are listed on the Official List of the Luxembourg Stock Exchange and admitted to
trading on the professional segment of the EuroMTF Market of the Luxembourg Stock Exchange and
the rules of the Luxembourg Stock Exchange so require, the Fund will make available the notices to the
public in written form at places indicated by announcements to be published on the website of the
Luxembourg Stock Exchange, www.bourse.lu, or by other means permitted by the Luxembourg Stock
Exchange.
So long as the Shares are listed on the Luxembourg Stock Exchange and admitted to trading on the
professional segment of the EuroMTF Market of the Luxembourg Stock Exchange and the rules of the
Luxembourg Stock Exchange so require, each Shareholder and interested persons are entitled to
receive at the registered office of the Fund free of charge copies of:
a) annual audited financial statements of the Fund;
b) interim financial reports (as from the moment of listing on the Official List of the Luxembourg Stock
Exchange and admission to trading on the professional segment of the EuroMTF Market of the
Luxembourg Stock Exchange the Fund will establish quarterly financial reports);
c) unaudited monthly capital accounts statements, which include the Net Asset Value;
3
d) unaudited quarterly investor reports of the Fund;
e) the Articles;
f) the material contracts set out below.
The first audited report of the Fund is the annual report as of 31 December 2019.
Material Contracts
The following contracts (not being contracts in the ordinary course of business) have been entered into
prior to the date of this document and are, or may be, material:
a) a depositary agreement dated 1 February 2019 under which Alter Domus Depositary Services
S.à r.l. has been appointed as depositary of the assets of the Fund;
b) an administrative agent agreement dated 13 August 2018 under which Alter Domus Alternative
Asset Fund Administration S.à r.l. has been appointed administrative agent and registrar and
paying agent of the Fund;
c) a domiciliation agreement dated 19 June 2018 under which Partners Group (Luxembourg) S.A.
has been appointed the domiciliary agent of the Fund;
d) an alternative investment fund management agreement dated 1 March 2019 under which
Partners Group (Luxembourg) S.A. has been appointed as alternative investment fund manager
(AIFM) of the Fund; and
e) an investment management delegation agreement dated 27 February 2019 under which Partners
Group AG has been appointed as investment manager of the Fund.
Disclosure
The General Partner, i.e. Partners Group Management I S.à r.l., is the only Shareholder holding, at the
date of these Listing Particulars, more than 10% of the Fund’s voting rights.
Share capital
As of 29 August 2019, the Fund’s issued share capital is EUR 45,458,000.-. The Fund has issued 45,429
Ordinary Shares at a subscription price of EUR 1,000.- and 2,900,000 General Partner Shares at a
subscription price of EUR 0.01. No subscription fee has been charged in respect of the issuance of
Ordinary Shares.
Legal Entity Identifier (“LEI”)
The LEI number of the Fund is 549300PPJ81EXYH8FV13.
4
Use of Special Purpose Vehicle
As stated in the Prospectus, the Fund’s investments will typically be made and held through an
acquisition vehicle or through a special purpose vehicle (“SPV”). It is the intention to use these SPVs as
pooling vehicles together with other investors. Should the Fund’s interest in these SPVs account for
10% or more of the capital of the relevant vehicle or for 10% or more of the Fund’s share capital, relevant
information on the SPVs will be disclosed in the Fund’s unaudited quarterly investor reports.
Luxembourg withholding tax
Distributions of dividends and liquidation proceeds by the Fund to the Shareholders are not subject to
withholding tax in Luxembourg.
Legal proceedings
As of the date of these Listing Particulars, there are no legal or arbitration proceedings which may have
a significant effect on the Fund’s financial position.
Interruptions in the business
As of the date of these Listing Particulars, there have not been any interruptions in the business of the
Fund, the General Partner or its affiliates which may have a significant effect on the Fund’s financial
position.
5
PRIVATE OFFERING MEMORANDUM
PARTNERS GROUP DIRECT EQUITY 2019 (EUR) S.C.A., SICAV-RAIF
3 September 2019
Partners Group Direct Equity 2019 (EUR) S.C.A., SICAV-RAIF is not subject to
supervision by the Luxembourg Commission de Surveillance du Secteur Financier
(CSSF).
The Manager and General Partner of Partners Group Direct Equity 2019 (EUR) S.C.A., SICAV-RAIF
are responsible for the information contained in this document. To the best of the knowledge and
belief of the Manager and General Partner (who have taken reasonable care to ensure that such is
the case), the information contained in this document is at its date in accordance with the facts and
does not omit anything likely to affect the import of such information.
If you are in any doubt about the contents of this Memorandum you should consult your
stockbroker, bank manager, legal counsel, tax adviser, accountant or other financial adviser.
Inquiries should be directed to:
Partners Group Management I S.à r.l.

35D avenue John F. Kennedy
L-1855 Luxembourg
Grand Duchy of Luxembourg
Tel.: +352 27 48 28 1
Fax: +352 27 48 28 28
Partners Group (Luxembourg) S.A.

35D avenue John F. Kennedy
L-1855 Luxembourg
Tel.: +352 27 48 28 1
Fax: +352 27 48 28 28
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PROSPECTIVE INVESTORS SHOULD READ THIS PRIVATE OFFERING MEMORANDUM (THE “MEMORANDUM”) CAREFULLY
BEFORE DECIDING WHETHER TO PURCHASE SHARES IN THE FUND AND SHOULD PAY PARTICULAR ATTENTION TO THE
INFORMATION UNDER THE CAPTION “INVESTMENT CONSIDERATIONS AND RISK FACTORS”. THE FUND AND ITS
INVESTMENTS (AS DEFINED IN “SUMMARY OF PRINCIPAL TERMS”) ARE SPECULATIVE INVESTMENTS AND INVOLVE
SIGNIFICANT RISKS. THERE CAN BE NO ASSURANCE THAT THE FUND OR ANY OF THE INVESTMENTS WILL ACHIEVE ITS OR
THEIR RESPECTIVE INVESTMENT OBJECTIVES OR OTHERWISE BE ABLE TO SUCCESSFULLY CARRY OUT THEIR
RESPECTIVE INVESTMENT PROGRAMS. AN INVESTOR SHOULD NOT INVEST UNLESS IT IS ABLE TO SUSTAIN THE LOSS OF
ALL OR A SIGNIFICANT PORTION OF ITS INVESTMENT.
THE SHARES IN THE FUND WILL NOT BE OFFERED TO US PERSONS.
THE OFFERING OF SHARES IN THE FUND DOES NOT CONSTITUTE A DIRECT OR INDIRECT OFFERING OF INTERESTS IN ANY
OF THE INVESTMENTS, AND PURCHASERS OF SHARES OFFERED HEREBY WILL NOT HAVE ANY DIRECT INTEREST IN OR
HAVE ANY VOTING RIGHTS IN SUCH INVESTMENTS. THE INVESTMENTS, OR INSTITUTIONS RELATED TO THE INVESTMENTS,
MAY HAVE OTHER BUSINESS RELATIONSHIPS WITH THE FUND, THE GENERAL PARTNER, THE MANAGER AND THEIR
AFFILIATES.
DURING THE COURSE OF THIS OFFERING AND PRIOR TO SALE, PROSPECTIVE INVESTORS AND THEIR REPRESENTATIVE(S),
IF ANY, ARE INVITED TO QUESTION THE FUND CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING AND TO
OBTAIN ADDITIONAL INFORMATION, TO THE EXTENT THE FUND HAS SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT
UNREASONABLE EXPENSE OR EFFORT, CONCERNING THE OFFERING OR THE FUND’S INVESTMENT PROSPECTS, OR TO
VERIFY THE ACCURACY OF INFORMATION CONTAINED IN THIS MEMORANDUM. SUBJECT TO THE FOREGOING, ANY
REPRESENTATION OR INFORMATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE FUND, AS NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY SUCH REPRESENTATION OR TO PROVIDE ANY SUCH
INFORMATION. ANY INFORMATION PREVIOUSLY SUBMITTED TO ANY PROSPECTIVE INVESTOR OR ITS REPRESENTATIVE(S)
IS SUPERSEDED IN ITS ENTIRETY BY THIS MEMORANDUM AND THE INFORMATION CONTAINED HEREIN. THE DELIVERY OF
THIS MEMORANDUM DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE ON THE COVER HEREOF OR AT SUCH DATE WHEN SUCH INFORMATION IS REFERENCED, IF
EARLIER.
PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, INVESTMENT, TAX
OR OTHER ADVICE. IN MAKING AN INVESTMENT DECISION, PROSPECTIVE INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING
THE MERITS AND RISKS INVOLVED. FURTHERMORE, EACH PROSPECTIVE INVESTOR MUST RELY UPON HIS OR HER OWN
REPRESENTATIVES, INCLUDING HIS OR HER OWN LEGAL COUNSEL AND ACCOUNTANTS, AS TO LEGAL, ECONOMIC, TAX
AND RELATED ASPECTS OF THE INVESTMENT DESCRIBED HEREIN AND AS TO ITS SUITABILITY FOR SUCH INVESTOR.
AN INTENDED RECIPIENT AND ITS EMPLOYEES, REPRESENTATIVES, AND OTHER AGENTS MAY DISCLOSE TO ANY AND ALL
PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTION, OR
TRANSACTIONS, OFFERED BY, OR DISCUSSED IN, THIS MEMORANDUM. FOR THIS PURPOSE, THE “TAX TREATMENT” IS THE
PURPORTED OR CLAIMED US FEDERAL INCOME TAX TREATMENT OF A TRANSACTION AND THE “TAX STRUCTURE” IS ANY
FACT THAT MAY BE RELEVANT TO UNDERSTANDING THE PURPORTED OR CLAIMED US FEDERAL INCOME TAX TREATMENT
OF A TRANSACTION.
UNLESS THE CONTEXT OTHERWISE REQUIRES, ANY REFERENCE TO “PARTNERS GROUP” HEREIN IS A REFERENCE TO
PARTNERS GROUP HOLDING AG AND/OR ITS AFFILIATES.
UPON THE ISSUE OF THE SHARES, THE PERSON WHOSE NAME APPEARS ON THE REGISTER OF SHARES WILL BECOME A
SHAREHOLDER OF THE FUND. THE FUND DRAWS THE INVESTORS’ ATTENTION TO THE FACT THAT ANY INVESTOR WILL
ONLY BE ABLE TO FULLY EXERCISE HIS INVESTOR RIGHTS DIRECTLY AGAINST THE FUND, NOTABLY THE RIGHT TO
PARTICIPATE IN GENERAL SHAREHOLDERS’ MEETINGS, IF THE INVESTOR IS HIMSELF A SHAREHOLDER OF THE FUND. IN
CASES WHERE AN INVESTOR INVESTS IN THE FUND THROUGH AN INTERMEDIARY WHO INVESTS INTO THE FUND IN HIS
OWN NAME BUT ON BEHALF OF THE INVESTOR, IT MAY NOT ALWAYS BE POSSIBLE FOR THE INVESTOR TO EXERCISE
CERTAIN SHAREHOLDER RIGHTS DIRECTLY AGAINST THE FUND. INVESTORS ARE ADVISED TO SEEK ADVICE IN RELATION
TO THEIR RIGHTS.
THE ARTICLES OF ASSOCIATION ARE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS CURRENTLY IN
FORCE IN LUXEMBOURG. THE SUBSCRIPTION FORM IS EXPRESSED TO BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS CURRENTLY INTO FORCE IN LUXEMBOURG, AND CONTAINS A CHOICE OF INTERNATIONAL
COMPETENCE OF THE COURTS OF THE GRAND-DUCHY OF LUXEMBOURG.
THE 1980 ROME CONVENTION ON THE LAW APPLICABLE TO CONTRACTUAL OBLIGATIONS (OTHER THAN ARTICLE 7(1)), THE
ROME I REGULATION AND THE ROME II REGULATION, ALL HAVE FORCE OF LAW IN LUXEMBOURG (TOGETHER THE “ROME
REGULATIONS”). ACCORDINGLY, THE CHOICE OF A GOVERNING LAW IN ANY GIVEN AGREEMENT IS SUBJECT TO THE
PROVISIONS OF THE ROME REGULATIONS. UNDER THE ROME I REGULATION, THE COURTS OF LUXEMBOURG MAY APPLY
ANY RULE OF LUXEMBOURG LAW WHICH IS MANDATORY IRRESPECTIVE OF THE GOVERNING LAW AND MAY REFUSE TO
APPLY A RULE OF GOVERNING LAW IF:
I.THE FOREIGN LAW WERE NOT PLEADED AND PROVED; OR
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II.IF PLEADED AND PROVED, SUCH FOREIGN LAW WOULD BE CONTRARY TO (I) THE PUBLIC POLICY OF THE FORUM, (II)
THE OVERRIDING MANDATORY PROVISIONS OF THE LAW OF THE FORUM, (III) THE PROVISIONS OF THE LAW OF A COUNTRY
WHICH CANNOT BE DEROGATED FROM BY AGREEMENT, WHERE MATTERS ARE CONNECTED WITH SUCH COUNTRY ONLY,
(IV)THEPROVISIONSOFEULAWWHICH CANNOT BE DEROGATED FROM BY AGREEMENT, WHERE MATTERS ARE
CONNECTED WITH THE EU ONLY AND (V) THE OVERRIDING MANDATORY PROVISIONS OF THE LAW OF THE COUNTRY
WHERE THE OBLIGATIONS ARISING OUT OF THE CONTRACT HAVE TO BE OR HAVE BEEN PERFORMED, IN SO FAR AS
THOSE OVERRIDING MANDATORY PROVISIONS RENDER THE PERFORMANCE OF THE CONTRACT UNLAWFUL.
THE FACT THAT CONTRACTUAL PARTIES CHOOSE A FOREIGN LAW, WHETHER OR NOT ACCOMPANIED BY THE CHOICE OF
A FOREIGN TRIBUNAL, SHALL NOT, WHERE ALL THE OTHER ELEMENTS RELEVANT TO THE SITUATION AT THE TIME OF THE
CHOICE ARE CONNECTED WITH ONE COUNTRY ONLY, PREJUDICE THE APPLICATION OF RULES OF THE LAW OF THAT
COUNTRY, WHICH CANNOT BE DEROGATED FROM BY AGREEMENT. THE EFFECTIVENESS OF PROVISIONS RELATING TO
THE CHOICE OF LAW TO GOVERN NON-CONTRACTUAL OBLIGATIONS IS SUBJECT, WHERE APPLICABLE, TO THE ROME II
REGULATION. THE EFFECTIVENESS OF SUCH PROVISIONS IN SITUATIONS WHERE THE ROME II REGULATION DOES NOT
APPLY IS UNCERTAIN. REGULATION (EU) NO 44/2001 ON JURISDICTION AND THE RECOGNITION AND ENFORCEMENT OF
JUDGMENTS IN CIVIL AND COMMERCIAL MATTERS HAS FORCE OF LAW IN LUXEMBOURG. IN ACCORDANCE WITH ITS
PROVISIONS, A JUDGMENT OBTAINED IN THE COURTS OF ANOTHER EU JURISDICTION WILL IN GENERAL BE RECOGNISED
AND ENFORCED IN LUXEMBOURG WITHOUT REVIEW AS TO ITS SUBSTANCE, SAVE IN CERTAIN EXCEPTIONAL
CIRCUMSTANCES.
THE INFORMATION CONTAINED IN THIS MEMORANDUM IS SUPPLEMENTED BY THE ARTICLES OF ASSOCIATION OF THE
FUND AND FURTHER INFORMATION DOCUMENTATION, SUCH AS THE ANNUAL AND QUARTERLY REPORTS AS WELL AS THE
INFORMATION ON THE HISTORICAL PERFORMANCE OF THE FUND (IF ANY) WHICH MAY BE REQUESTED FREE OF CHARGE
AT THE REGISTERED OFFICE OF THE FUND.
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Table of contents
1. Executive summary ................................................................................................................... 6
2. Key terms of the Fund ............................................................................................................... 8
3. Investment strategy ................................................................................................................... 9
4. Partners Group team and organization ................................................................................... 20
5. Partners Group investment process........................................................................................ 31
6. Industry Value Creation ........................................................................................................... 36
7. Responsible investment .......................................................................................................... 43
8. Partners Group history ............................................................................................................ 46
9. Investment performance.......................................................................................................... 48
10. Select portfolio investments .................................................................................................... 49
11. Summary of principal terms..................................................................................................... 82
12. General Partner of the Fund.................................................................................................. 110
13. Manager of the Fund ............................................................................................................. 112
14. Service providers of the Fund ............................................................................................... 115
15. Investment consideration and risk factors ............................................................................. 119
16. Certain tax considerations ..................................................................................................... 131
17. Certain US securities law considerations .............................................................................. 140
18. Notices to certain investors ................................................................................................... 141
19. Contacts ................................................................................................................................ 156
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1. Executive summary
Partners Group Direct Equity 2019 (EUR) S.C.A., SICAV-RAIF (the “Fund”) is being formed to make
private equity investments worldwide. Partners Group Management I S.à r.l, a limited liability
company incorporated in Luxembourg, and Partners Group (Luxembourg) S.A., a public limited
company incorporated in Luxembourg, will act, respectively, as the General Partner and the Manager
to the Fund. While leveraging Partners Group’s broad platform and global deal flow, the Fund will
generally pursue an investment strategy similar to that of prior Partners Group Direct Equity funds1 ,
and will seek to maintain the firm’s established track record of delivering consistent and attractive
risk-adjusted returns.
With EUR 67.1 billion2 of assets under management, Partners Group is one of the leading
independent private markets investment managers worldwide. To support its investment activities,
the firm has steadily increased its global presence to become an organization of over 1,000 3
professionals in 19 offices around the globe. This scale and reach gives Partners Group the ability
to source, thoroughly analyze and efficiently execute compelling private equity investments across
geographies, industries, and cycles.
Global Relative Value approach
Partners Group's investment strategy has been centered around its global relative value approach
for more than two decades. Within the context of this strategy, the firm leverages its global team and
substantial resources to systematically identify investment opportunities across diverse industries
and geographies around the world. These opportunities are then evaluated by the firm's global,
centralized investment committees, which recommend the pursuit of a select number of assets
believed to represent the most attractive value, on a relative basis, at any point in time (“Relative
Value”). This Relative Value approach explicitly recognizes the dynamic nature of global private
equity and is a key differentiating factor for the firm.
Unique sourcing and proprietary systems
Partners Group’s global, integrated platform places emphasis on cross-team cooperation, and it is
very common for professionals from across the firm to share relationships, perspectives and
investment ideas. This collaborative culture is promoted by the firm’s compensation policies,
whereby investment professionals receive carried interest from a firm-wide global pool. As such,
Partners Group’s integrated platform is key to sourcing many of the firm's direct private equity
investments -- 89% of the total investments in the Partners Group Direct Investments 20124 fund
and Partners Group Direct Equity 20165 fund were uniquely sourced and/or preemptively positioned
via the firm's proprietary channels (as of 31 March 2018). Partners Group has also been developing
1
Partners Group Direct Equity Funds consists of the following funds: Partners Group Direct Investments 2012 and Partners Group Direct
Equity 2016.
2
As of 30 June 2018.
3
As of 30 June 2018
4
Partners Group Direct Investments 2012 consists of the following entities: Partners Group Direct Investments 2012 (EUR) S.C.A., SICAR,
Partners Group Direct Investments 2012 (EUR), L.P. Inc., and Partners Group Direct Investments 2012 (USD), L.P. Inc.
5
Partners Group Direct Equity 2016 consists of the following entities: Partners Group Direct Equity 2016 (EUR) G, L.P. Inc., Partners
Group Direct Equity 2016 (EUR) S.C.A., SICAV-SIF, Partners Group Direct Equity 2016 (EUR), L.P. Inc., Partners Group Direct Equity
2016 (USD) A, L.P., Partners Group Direct Equity 2016 (USD), L.P., Partners Group Direct Equity 2016 (USD) C-G, L.P., and Partners
Group Direct Equity 2016 (USD) C-I, L.P.
Page 6
its systems and tools for monitoring privately held companies for approximately two decades. The
firm seeks to leverage its proprietary information, as well as its team of industry specialists, to provide
an information advantage in determining Relative Value across regions and sectors. Partners
Group’s proprietary PRIMERA interface contains information on over 34,000 private markets assets,
and in-depth information on over 8,000 assets6. This information provides vital historical context and
important insights into current industry dynamics.
Proven track record
Partners Group’s direct private equity investments have generated attractive returns across vintage
years. Since its inception until 30 September 2018, Partners Group has made 63 lead and joint-lead
investments, of which 31 are fully or partially realized, with an average of 3.32x gTVPI and 29.6%
gIRR7.
In building this track record the firm has accumulated significant experience, skills and contacts,
which are leveraged via a systematic and rigorous investment process. The Fund will build on the
experience and expertise accumulated throughout the firm’s history, whilst maintaining a strategy
consistent with its predecessor fund8. For more details on the investment performance, please refer
to the table in Section 9 “Investment Performance”.
6
Assets tracked as of 30 June 2018.
7
Performance figures as of 30 September 2018.
8
The predecessor fund for Partners Group Direct Equity 2019 is Partners Group Direct Equity 2016.
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2. Key terms of the Fund

The following highlights certain key terms of the Fund – see “Summary of Principal Terms” for more
detail. The following is qualified in its entirety by the principal agreements relating to the Fund.
The Fund Partners Group Direct Equity 2019 (EUR) S.C.A., SICAV-RAIF
Strategic Asset Geography: 20%-70% North America

Allocation 20%-70% Europe
10%-40% Asia/Rest of World
Investment Type: 100% Direct Investments
Stage: 80%-100% Buyout/Special Situations

0%-20% Growth Capital
TheabovereflectstheintendedtargetallocationatthetimeofthisMemorandum;howeveritshalln
Memorandum.
Investment Period Four years from the final Share Offering, subject to a one-year extension.
Term 10 years from the final Share Offering, subject to three one-year extensions.
Minimum EUR 10 million.

Commitment
Management Fee Management Fees shall equal 0.3750% per quarter of the aggregate
CommitmentstotheFundandwillbereducedby10%oftheprevailingrateeachyearafterthequarte
Management
Fees shall be reduced by any Equalization Rebate and/or Transaction
Income.TheManagementFeewillbeincreasedbyaone-offamountof1.00%oftherespectiveag
Offering.
Incentive Incentive allocation will be 20% of realized profits, subject to a preferred

Allocation return of 8% per annum.
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3. Investment strategy
Partners Group Direct Equity 2019 (EUR) S.C.A., SICAV-RAIF will seek to develop a globally
diversified direct private equity portfolio with attractive, risk-adjusted returns. In constructing this
portfolio, Partners Group will leverage its global team and substantial resources to systematically
identify lead and joint-lead investment opportunities across diverse industries and geographies
around the world. Changing market conditions, as well as transformative and regional trends, can
meaningfully affect the attractiveness of different sectors and industries. Partners Group therefore
conducts regular analysis to identify and further define those sectors, regions and industry strategies
likely to offer higher value relative to other segments at that time. This global Relative Value approach
explicitly recognizes the dynamic nature of global private equity.
Partners Group calls assets which may fall in and out of favor based on market cycles and market
conditions (“Relative Value Assets” or “RVAs”). The firm focuses on buying RVAs at attractive
relative valuations and then it typically applies a transformative business plan to the businesses in
order to aggressively strengthen and develop the companies. Partners Group largely focuses on
acquiring the following types of RVAs:
o Platform companies: Partners Group acquires platform companies or assets with a strong
management team and infrastructure in a highly fragmented market and then purchases add-
on companies or assets to further grow the platform and benefit from synergies.
o Niche companies: Partners Group acquires companies in sub-segments of specific
industries benefiting from particularly strong products or services and demonstrating an
ability to grow disproportionately, often via internationalization. The firm then institutionalizes
the business and extends its product/service offering.
o Franchise companies: Partners Group acquires companies with established brands, stable
customer relationships and strong defensive capabilities. The firm then broadens the
business’s customer base and strengthens their market positioning, while utilizing the stability
of cash flow for deleveraging.
Partners Group seeks to transform these assets with strong governance and active value creation –
focusing on organic growth and add-ons, capturing industry trends, driving margin improvements
and implementing cash flow generation initiatives. In general, RVAs have favorable positions in their
relative market segments, but are not yet dominant at the point of investment and have the potential
to be strengthened. Partners Group's intention, during its ownership period, is to grow these
businesses through transformative entrepreneurial ownership in the direction of becoming Category
Leaders.
“Category Leaders” are businesses that have been able to capture a dominant share of their
respective market and can be classified therefore as (i) platform leaders, (ii) markets leaders or (iii)
franchise leaders.Platform leaders are platform companies that have built their dominance
successfully via add-on acquisitions in a market at an advanced stage of consolidation. Market
leaders are businesses that have built on a particular niche expertise to seize market dominance
and share their leadership with very few others. Franchise leaders are businesses serving a segment
with network benefits. These are companies which either contractually, or by the nature of the
industry in which they operate, hold unique franchises and they substantially benefit from their ability
to scale.
Category Leaders often demonstrate a proven, resilient business model with potential for further
disproportionate growth, in sectors with long-term visibility; in these cases, the firm deems these
Category Leaders to be (“Long-term Value Assets” or “LTVAs”), because their value creation
potential can be extended across longer periods of time and across market cycles. Partners Group's
Page 9
value creation strategy with LTVAs is generally more transitional than transformative and the firm
focuses on achieving incremental gains in market share and platform growth, actively managing the
capital structure, ongoing cost structure optimization, and furthering the franchise and competitive
positioning.
For both RVAs and LTVAs, the fundamental trait of Partners Group’s investment strategy is our focus
on highly entrepreneurial ownership, effective governance structures, active value creation, and
board management excellence.
The Fund will continue the strategy of its predecessor, the Partners Group Direct Equity 2016 fund;
building on Partners Group's relative value assessment, it will seek to make approximately 20
investments in well-positioned businesses with enterprise values typically between EUR 400
million and EUR 2.5 billion.
Select portfolio investment: Cerba Healthcare
When Partners Group invested in medical laboratory services operator Cerba Healthcare (“Cerba”)
in mid-2017, the company was already a strong regional platform company. Headquartered in Paris,
Cerba has a number one market position in France and strong market positions in Belgium and
Luxembourg.
Cerba’s unique, fully integrated business model means it is ideally positioned to further consolidate
the highly fragmented French market and expand into new countries and regions. Following the
acquisition, Partners Group has worked with Cerba’s management team to complete over 20 add-
on acquisitions, realized at attractive post-synergy acquisition multiples. In addition, Cerba has
entered into the Italian market with two significant acquisitions made in 2017, with plans to replicate
the French model and build out a consolidation platform in order to become a platform leader.
For a full portfolio company profile on the Cerba investment please see page 73.
Page 10
Select portfolio investment: KinderCare
An example of a market leader with strong further growth potential is Partners Group’s
investment in KinderCare, the largest for-profit provider of early childhood education and care
services in the US. At the time of Partners Group’s investment, KinderCare’s management team had
demonstrated significant success around operating and financial performance. KinderCare had
realized quarter over quarter increases in EBITDA in nine of the last twelve quarters since the new
management team had taken over. Furthermore, three key drivers of demand – demand for high-
quality center-based care and early education, increasing workforce participation by women and
dual income families, and a growing number of young children in the US – were all expected to
increase during Partners Group’s hold period.
For a full portfolio company profile on the KinderCare investment please see page 61.
Target asset characteristics
Partners Group seeks to invest in businesses with most or all of the following characteristics:
• Strong market position with potential to become a Category Leader: companies with proven
business models and unique/differentiated sales propositions, in Partners Group’s industry
verticals of focus, which can be built into Category Leaders.
• Growth potential: investments with geographical or product line expansion potential, through
organic growth and/or acquisitions, in sectors that are fragmented, benefit from tailwinds, and/or
would benefit from a global scale.
• Experienced and strong management teams: companies with a solid management team that
Partners Group can back and partner with.
• Clear value-add opportunities: tangible opportunities for Partners Group to initiate and drive
meaningful operational value creation.
• High margins and cash generation: businesses with long-term, sustainable competitive
advantages that display high margins and generate strong cash flows.
• Downside protection: businesses with diversified revenue streams and long-term revenue
visibility (e.g., contracts, order backlogs, etc.) to protect against cyclical economic downturns.
• Control investments: situations in which Partners Group alone, or in combination with a trusted
investment partner, can drive the strategic agenda.
• Reasonable valuations: Partners Group will take a disciplined approach with regards to pricing
and will seek to make high-quality investments at reasonable prices. This investment criterion
has been consistently applied across prior funds. As evidence of this, the average entry valuation
of the combined Partners Group Direct Investments 2012 and Partners Group Direct Equity 2016
portfolio is 10.4x EV/adj. EBITDA.9
9
As of 31 March 2018.
Page 11
Select portfolio investment: Pacific Restaurant Holdings
An example of Partners Group seeking out reasonable valuations is the investment in Pacific
Restaurant Holdings, a franchisee of the Taco Bell and Buffalo Wild Wings brands. Although the
underlying assets of Pacific Restaurant Holdings are category-leading brands that had demonstrated
strong store performance at the time of Partners Group’s investment, the company was acquired at
a reasonable valuation of 8.0x LTM EBITDA. The Partners Group transaction also involved a
sustainable capital structure at 4.7x net debt/EBITDA. The transaction structure would furthermore
generate annual depreciable property, plant and equipment and amortizable intangibles. The
company expects to use these tax attributes to offset significant taxable income under Partners
Group’s hold period.
For a full portfolio company profile on the Pacific Restaurant Holdings investment please see page
64.
• Sustainable capital structures: investment teams, in close collaboration with Partners Group’s
Corporate Finance team, take a measured approach to structuring appropriate capital structures
for all investments. Investment teams strive to get the right balance between enhancing equity
returns and the operational needs of the business. The average leverage of the combined
Partners Group Direct Investments 2012 and Partners Group Direct Equity 2016 portfolio is 4.4x
net debt/adj. EBITDA10.
ImplementationoftheinvestmentstrategyinPartnersGroupDirectInvestments2012andPartnersGroupDirec
2016
High quality assets:
• 74% of portfolio companies are among top three in their market segments or regions
• Average entry EBITDA margin of 19%
• Diversified investments across geographies: Europe (40% of deals), Americas (37%), APAC
(17%), and LATAM (6%)
• Diversified investments across industries: Consumer (29% of deals); Financial/Business
Services(20%);TechnologyMediaTelecom(17%);Industrials(14%);Healthcare(11%);andEducation
(9%)
Growth & profitability:
• Focus on growth and operational improvement shown by an average EBITDA growth of 18%
year over year in 201711
• 22% NAV uplift in 2017
Discipline in underwriting:
• 92% of deals with control; 80% of deals on a lead basis
• Average entry valuation of 10.4x EV/EBITDA
• Conservative average leverage of 4.4x Net Debt/EBITDA at entry
Consistent application of Relative Value approach
A global Relative Value approach is at the center of Partners Group’s investment strategy and is a
key differentiating factor for the firm. This approach explicitly recognizes the dynamic and local
10
As of 31 March 2018.
11
Financial figures based on Partners Group Direct Investments 2012 and Partners Group Direct Equity 2016 portfolio companies as of
31 May 2018. Growth rates based on latest available financial figures of current portfolio companies held for at least one year and buy-
out deals only. The performance of Partners Group Direct Investments 2012 and Partners Group Direct Equity 2016 in no way guarantees
or indicates the performance of similar Partners Group Direct Equity programs.
Page 12
nature of the global private equity market. It is therefore designed to systematically and proactively
identify and capitalize on niches of growth and investment opportunities judged to offer superior
return potential at any given point in time.
In developing its Relative Value outlook, Partners Group begins with a broad top-down analytical
review, typically incorporating historical private equity data, current information from existing private
equity portfolios, and macroeconomic input prepared by the firm's in-house research team. This
quantitative analysis is supplemented by qualitative bottom-up input drawn from the deal teams’
interactions with portfolio companies, investors, and advisors globally. Based on this review,
Partners Group strategically allocates due diligence resources to sectors and transactions that
exhibit favorable Relative Value characteristics. This process, combined with Partners Group’s
Integrated Sourcing Platform (described below), allows for early identification of high-quality
companies and timely positioning to preempt assets of interest.
Relative Value Committee

Composition:
• Co-Founders, Partners Group Executive Chairman, Co-CEO, CIO, CRO, Economist, Co-
Heads Portfolio Management, and selected members of senior management (Partners and
MDs)
Process:
• Top-down analytical/quantitative review
• Bottom-up qualitative review
• Definition of Relative Value Matrix
• Allocation of due diligence resources to geographies and sectors that exhibit favorable
Relative Value characteristics
Current Relative Value views
In private equity markets globally, Partners Group continues to see quality assets trade at near-
record multiples.
Average purchase price multiple of pro forma trailing EBITDA for LBOs
Source: Partners Group and S&P Global Leveraged Lending Review. Q3 2017.
In spite of the near-record pricing, Partners Group continues to find numerous instances of
compelling value creation potential in the market, aided by its strong global network and Integrated
Sourcing Platform. Partners Group favors niche or franchise companies in sectors with strong
transformative growth trends and/or proven platforms in actively consolidating sectors. An overview
Page 13
of some of the transformative growth trends currently generating investment opportunities in each
region is presented below.
In North America, Partners Group sees a transformative trend towards the specialization and
digitalization of services offered by companies in the business services, technology, media and
telecommunications (“TMT”), and consumer segments of the market. This movement is happening
in parallel to the Industry 4.0 trend in the industrial sector. Companies offering digitally-enabled
manufacturing solutions are capturing specialized categories as they supplant companies that relied
on labor-intensive manufacturing processes. Similarly, in the business services, TMT and consumer
sectors, companies are developing into Category Leaders by pairing their specialized expertise in a
process or product with the development of digital solutions to address this process.
In Europe, one transformative trend Partners Group has seen is an increased focus on cost
optimization. The catalyst for this enhanced focus on cost optimization may be the slow growth in
the continent over the past five years paired with muted forward-growth projections. This has created
a number of Relative Value opportunities in segments that target the delivery of cost optimization
solutions, in particular companies in the business services outsourcing and software segments.
In emerging markets, Partners Group continues to see a compelling transformative trend in the
emergence of a large middle class. Between 2010 and 2020, more than 1 billion individuals will
acquire middle class status, with the vast majority of this growth expected to take place in emerging
markets. Partners Group anticipates that this new middle class will initially direct its discretionary
income towards personal health, education, and select consumer goods, largely mirroring the
consumer spending patterns witnessed across developed markets. As many emerging markets are
still maturing, it is often challenging to find specialized, well positioned niche companies in these
segments. However, those select institutionalized companies that have been able to capture market
share and offer the potential to become Category Leaders present compelling investment
opportunities.
Spotlight on a transformative trend: Industry 4.0
Source: Partners Group.
More information about Partners Group’s Relative Value assessment is published in the firm’s
annual market outlook, the Private Markets Navigator. A copy of the Private Markets Navigator can
be downloaded from Partners Group’s website: www.partnersgroup.com/research.
Strategy differentiation – competitive edge
Page 14
Partners Group seeks to successfully execute its aforementioned strategy through its differentiated
sourcing capabilities and proprietary systems and information, which allow for the preemptive
development of investment ideas and systematic value creation.
Unique sourcing capabilities
Partners Group believes that its unique, fully integrated platform is a key competitive advantage in
the sourcing of direct private equity investments. 89% of the total investments in Partners Group
Direct Investments 2012 and Partners Group Direct Equity 2016 were uniquely sourced and/or
preemptively positioned via proprietary channels (as of 31 March 2018).
Past performance is not indicative of future results. For illustrative purposes only. All investments made for the Partners Group
Direct Investments 2012 and Partners Group Direct Equity 2016 funds. Team figures as of 31 May 2018. Source: Partners Group, 1
January 2018.
Partners Group’s proprietary sourcing interface (known as its “Integrated Sourcing Platform”)
leverages its global platform to proactively identify and track deal opportunities (i) that are in
alignment with the areas of relative growth identified through the Relative Value approach, (ii) that
fit within the Fund’s size parameters, (iii) that are actionable in the near or mid-term but may not
have formally launched a sale process and (iv) where Partners Group may have a differentiated
angle.
Proactive early deal identification

• Global sourcing by entire firm using proprietary Integrated Sourcing Platform tool
• 89% of portfolio uniquely sourced
• Intelligence on >34,000 private markets assets in proprietary PRIMERA database; in-depth
information on >8,000 of them
• >1,400 deals per annum; >99% decline rate
• Approximately ten months of incremental due diligence prior to formal transaction process
Page 15
Integrated target tracking
For illustrative purposes only. Source: Partners Group.
Partners Group’s integrated approach combines regional teams with expertise transacting across
sectors, global industry specialists identifying appealing global themes, and Partners Group’s
industrial partners (the “Industrial Partners”) seeking to build Category Leaders by acquiring platform
companies, niche businesses, and franchise companies. Unlike firms that operate in regional or
industry silos, this approach maximizes the global value of these professionals’ networks and diverse
professional and cultural backgrounds.
In short, global Relative Value is the ability to know: (i) in which markets, (ii) in which industry
segments, (iii) in which companies, and (iv) when to invest capital to achieve superior returns
potential.
Page 16
Leveraging well-developed systems and proprietary information
For illustrative purposes only. PRIMERA stands for Private Markets Intelligence to Manage, Explore, Report and Analyze. Partners
Group has combined direct, primary and secondary investments across all regions in one system platform. Partners Group Siebel and
eFront databases have intelligence on more than 34,000 private markets assets combined; eFront has in-depth information on more
than 8,000 private markets assets. Source: Partners Group, 30 June, 2018.
Partners Group believes that its central position in the global private equity market, combined
with its proprietary systems and information, give it a significant informational advantage in
determining Relative Value across regions, sectors and specific investment opportunities. This
advantage is three fold:
• Partners Group’s broad overview of actionable investment opportunities provides a wealth of

valuable current information on transaction volumes, valuations, debt levels, and other key
market trends – information which is crucial in assessing Relative Value on an updated basis.
• Partners Group’s proprietary PRIMERA interface, which contains proprietary private markets
intelligence on over 34,000 private markets assets and in-depth information on over 8,000 of
them, provides vital historical context for current industry developments and facilitates global
benchmarking within and across industries12.
• The Integrated Sourcing Platform leverages PRIMERA to proactively identify assets that
Partners Group wants to invest in and allows for early work and timely positioning.
12
Page 17
Information advantage
Information:
• Regional macroeconomic and microeconomic data
• Global benchmarking of sectors and deep industrial vertical knowledge
• Performance of global private market funds and their portfolio companies
• Qualitative market assessment
Sources:
• Local deal teams across our 19 offices
• >30 dedicated IVC professionals, including 7 dedicated Partners Group senior IVC
professionals
• >300 industry experts and >60 external senior advisors in the Industrial Partners network
• Quarterly reports from >800 private market investment partners with >300 advisory board
seats
• PRIMERA database with intelligence on >34,000 private markets assets13
Snapshot: information advantage allows Partners Group to develop investment

ideas ahead of the market
Partners Group’s proactive sourcing efforts added approximately ten incremental months of due
diligence per transaction, despite formal process timelines having contracted to less than three
months in 2017. As such, due diligence standards remain extremely robust despite increased market
competition.
Global scale and an informational advantage allow Partners Group to execute on its strategy and
maintain its sourcing angle and robust due diligence standards in a competitive market.
Illustrative recent sale process timelines
13
Page 18
Formal Process Timeline Pre-process Timeline

800
700
600
500
Days
532
400
300 402 393

366 390 473
173 287 304 300
200 268
100 95 97 170
159 116
,81 100 91 92 115 95 90
49 56 46
0
2015 Deals
2016 Deals
2017 Deals
2018 Deals
Cerba
Civica
GlobalLogic
Heart hside
USIC
Techem
Vishal
SPi Global
Retirement
Key
2017 Deals 2018 Deals
Note: 2015 Deals include Aiyingshi, Form Technologies, Pacific Restaurant Holdings and Vermaat; 2016 Deals include Foncia,
Guardian Early Learning Group, PCI Pharma Services, SMS/Curvature and Hortifruti. 2018 Deals YTD as of June 2018. For illustrative
purposes only. Deals shown above represent recent Partners Group lead investments. Formal process timeline defined as intermediary-
communicated sale process launch to final, commercially and legally binding bid deadline. Pre-process launch defined as Partners
Group's internal identification of company as a target asset. Source: Partners Group, June 2018.
Page 19
4. Partners Group team and organization

Partners Group employs over 1,000 professionals, of whom approximately 200 are part of the direct
private equity effort14. The main private equity directs investment team is embedded in our private
markets platform with more than 750 professionals. Partners Group believes that its investment team
and global platform represent unique competitive advantages in the private equity market as a result
of:
• Unparalleled worldwide presence and coverage with 19 offices globally united by a uniquely
collaborative culture and compensation system;
• Depth and stability of the senior team, supported by significant local resources; and
• A broad range of both sector-focused resources and specialist support functions.
Locally-based private equity directs investment teams staffed with local nationals
Partners Group professionals have a wide variety of backgrounds and experiences representing
over 60 different nationalities and speaking more than 30 languages. The depth of resources and
experience within Partners Group enables appropriate specialist skills to be mobilized according to
the specific characteristics of each investment opportunity.
Global private markets investment management
1 Unaudited, inclusive of all Partners Group affiliates, as of 30 June 2018. 2 Team figures as of 30 June 2018. 3 Does not include
corporate senior debt. 4 Partners Group Holding AG is listed on the SIX Swiss Exchange. Source: Partners Group, June 2018.
Partners Group’s platform gives it the ability to source, thoroughly analyze, and efficiently execute
attractive investments on a global basis. There is particular emphasis placed upon cross-team and
cross-platform cooperation and the combination of knowledge and experience across teams to select
and develop portfolio companies. This culture is further promoted by the firm’s compensation policies
whereby senior investment professionals receive carried interest from a firm-wide pool, which is not
tied to any one team’s investment activity. This enables the firm to execute its global Relative Value
14
Team figures as of 30 June 2018.
Page 20
approach without unduly disadvantaging professionals in geographies deemed to be relatively less

attractive at any given point in time.
Private equity directs investment team
IOC = Investment Oversight Committee; Global IC = Global Investment Committee; PeIC = Specialist Private Equity Directs Investment
Committee; Team figures as of 30 June 2018. Source: Partners Group, July 2018.
Partners Group’s senior private equity directs investment team
Partners Group has successfully managed direct private equity investments since the firm’s first
investment in 1999. The senior private equity directs investment team of 20 professionals has an
average of 22 years industry experience (12 years at Partners Group).
The following table summarizes the experience of the senior private equity directs investment team
at Partners Group:
Senior Members of the Private Equity Directs Investment Team
Name Office Birth Years of Years at Prior Experience

Year Industry PG
Experienc
e
Baumann, Zug 1972 20 14 Sinoart, Schiuan EW Textile
Andreas
Biner, René Zug 1970 24 19 PricewaterhouseCoopers
Deakin, London 1973 22 5 Phoenix Equity Partners,
Andrew Deloitte Corporate Finance
Page 21
Diegruber, Munich 1961 29 7 German Capital

Jürgen
Driver, Cyrus Mumbai 1977 18 6 J.P. Morgan Partners, Helix
Investments, Arka Capital
Advisors
Erni, Marcel Zug 1965 26 22 Goldman Sachs, McKinsey
Fernandez, São 1973 21 6 Lumix Capital, Adecco,
Gonzalo Paulo Jacobs Holdings
Gantner, Alfred Zug 1968 26 22 Goldman Sachs, Cantrade
Keller, Walter Zug 1968 24 20 PricewaterhouseCoopers
Layton, David Denver 1981 15 13 n/a
Miller, Todd Denver 1977 18 <1 Sterling Partners, Tri-Artisan
Capital Partners, Capital Atlantico, ABN AM
America
Nguyen, Kim Zug 1975 16 5 Bridgepoint, Bain & Co.,

Nestlé
Noth, Pascal Zug 1978 16 <1 Palamon Capital Partners,
Goldman Sachs, Monitor
Deloitte
Ogut, Bilge Zug 1971 24 5 StandardBank,WarburgPincus,Goldman
Sachs
Rubeli, Zug 1961 32 20 UBS
Christoph
Russell, New 1965 20 <1 VSS, General Electric (NBC)
Christopher York
Schäli, Zug 1968 21 19 UBS, Goldman Sachs
Stephan
Schwartz, Joel New 1968 25 5 Goldman Sachs Investment Partners, Angel
York Co.
Studer, Zug 1972 22 17 n/a

Michael
Tandon, Mumbai 1977 20 3 TPG, Matrix India, Camiant,
Manas Narad Networks, Cisco
Average 22 16
Sector focused expertise
• Industry Value Creation: Partners Group’s Industry Value Creation (“IVC”) team concentrates
on operational value creation and developing deep industry and functional expertise. The team
is organized into the following industry sectors for private equity: consumer, financials and
business services, industrials, healthcare, information technology, media and
telecommunications, and education. Please refer to Section 6 “Industry Value Creation” for
further details.
• Specialist infrastructure and real estate knowledge: Partners Group also runs dedicated
private real estate and private infrastructure investment practices. The dedicated private real
estate team includes more than 55 professionals, and manages EUR 11.5 billion. The main
private infrastructure division consists of more than 45 professionals managing EUR 8.6 billion.
Both of these teams regularly assist with direct private equity transactions such as the USIC
transaction described in Section 10 “Select portfolio investments”, providing specialist knowledge
in their areas of expertise.
Page 22
• Extensive Industrial Partners network: The Industrial Partners network consists of more than
300 industry experts and entrepreneurs and more than 60 external senior advisors who are
available to support deal teams with pre- and post-investment work streams. These experts are
highly networked industry leaders, entrepreneurs, generally former CEOs and C-suite executives
at leading blue-chip companies globally. Pre-investment, they typically advise on sourcing, due
diligence, validating operational improvement potential, evaluating management, and reviewing
business plan assumptions. Post-investment, our Industrial Partners can work closely with
management to help drive value creation plans and monitor the firm’s strategy in the context of
changing market conditions. Additionally, Partners Group typically places an average of one to
three non-executive directors on each board of directors for portfolio companies.
Broad array of additional specialist resources
• Corporate Finance: A team of three senior finance and M&A advisory specialists that closely
manages banking relationships and borrowing activities, supports add-on M&A activity and
advises on equity raising and IPO processes. Having these internal capabilities allows Partners
Group to employ efficient capital structures (e.g. optimizing debt employed throughout the
investment life cycle) and to take advantage of the latest developments in financing markets.
• Transaction Services: A team of 35 lawyers, tax experts and transaction specialists working
with external counsel to support the swift execution, structuring and on-boarding of investments.
• ESG & Sustainability: This team’s responsibility is to further formalize and extend Partners
Group’s efforts in incorporating environmental, social and governance (“ESG”) factors at the
asset level. Please see Section 7 “Responsible Investment” for further details.
• Corporate support: Partners Group has more than 200 corporate professionals who support
the firm’s investment activity, fund operations and limited partners through a number of specialist
teams, including (amongst others) finance, information technology, portfolio management and
risk management.
Biographies of the Private Equity Directs Investment Global Leadership Team
David Layton, Partner, Head Private Equity

David Layton is Head of the Private Equity business department, based in
Denver. He is a member of the Executive Committee and the Global Executive
Board. He is furthermore a member of the Global Investment Committee and
the Private Equity Directs Investment Committee. From 1 January 2019, he will
replace Christoph Rubeli as Co-Chief Executive Officer of Partners Group.
Previously, he was the Head of Private Equity in the Americas. He has been
with Partners Group since 2005 and has 15 years of industry experience. He
has represented Partners Group on the Board of Directors of several portfolio
companies. He holds a bachelor’s degree in finance from Brigham Young
University Marriott School of Management in Utah, USA.
Cyrus Driver, Managing Director, Head Private Equity Asia

Cyrus Driver is Head of Private Equity in Asia, based in Singapore. He is a
member of the Private Equity Directs Investment Committee. He has been with
Partners Group since 2012 and has 18 years of industry experience. Prior to
joining Partners Group, he worked at J.P. Morgan Partners, Helix Investments
and Arka Capital Advisors. He holds an MBA from the Indian Institute of
Management, Ahmedabad.
Page 23
Kim Nguyen, Managing Director, Head Private Equity Europe

Kim Nguyen is Head of Private Equity in Europe, based in Zug. He is a member
of the Private Equity Directs Investment Committee and has 16 years of
industry experience. Prior to joining Partners Group, he worked at Bridgepoint,
Nestlé and Bain & Company. He holds an MBA from the IMD Business School
in Switzerland and a master’s degree in industrial engineering from the Swiss
Federal institute of Technology (ETH) in Zurich, Switzerland.
Joel Schwartz, Partner, Head Private Equity Americas

Joel Schwartz is Head of Private Equity in the Americas, based in New York.
He is a member of the Private Equity Directs Investment Committee and has
25 years of industry experience. Prior to joining Partners Group, he worked at
Goldman Sachs Investment Partners, Angelo Gordon & Co., Apax Partners,
McKinsey and General Atlantic. He holds an MBA from Harvard Business
School in Massachusetts, USA.
Biographies of Senior Members of the Private Equity Directs Investment Team
Andrew Deakin, Managing Director, Private Equity Europe

Andrew Deakin is part of the European Private Equity business unit, based in
London. He is a member of the Private Equity Directs Investment Committee
and has 22 years of industry experience. Prior to joining Partners Group, he
worked at Phoenix Equity Partners, Deloitte Corporate Finance and
PricewaterhouseCoopers. He holds a bachelor’s degree in economics from the
University of Nottingham, UK. He is also a chartered accountant.
Dr. Jürgen Diegruber, Partner, Private Equity Europe

Dr. Jürgen Diegruber is Head of Partners Group’s Munich office and part of the
European Private Equity business unit. He has 29 years of industry experience.
Prior to joining Partners Group, he invested in, developed and sold numerous
companies and co-founded GermanCapital, the team of which was
subsequently integrated into Partners Group. He holds a PhD in business
administration from the University of St. Gallen (HSG), Switzerland.
Gonzalo Fernandez Castro, Managing Director, Private Equity Americas

Gonzalo Fernandez Castro is Head of the Latin American Private Equity team
and is Head of Partners Group’s São Paulo office. He is a member of the Private
Equity Directs Investment Committee. He has been with Partners Group since
2012 and has 21 years of industry experience. Previously, he was a member
of the Global Executive Board. Prior to joining Partners Group, he worked at
Lumix Capital, Adecco, Jacobs Holdings, LID Group and McKinsey. He holds
an MBA from Harvard Business School in Massachusetts, USA and an
industrial engineering degree from the Buenos Aires Institute of Technology,
Argentina.
Page 24
Walter Keller, Partner, Private Equity Europe

Walter Keller is part of the European Private Equity business unit, based in Zug.
He is a member of the Global Investment Committee and the Chairman of the
Private Equity Directs Investment Committee. He serves as a board
representative for several of Partners Group’s portfolio companies. He has
been with Partners Group since 1998 and has 24 years of industry experience.
Prior to joining Partners Group, he worked at PricewaterhouseCoopers. He
holds a degree in economics and business administration from the Zurich
University of Applied Sciences, Switzerland. He is also a Swiss certified public
accountant.
Todd Miller, Managing Director, Private Equity Americas

Todd Miller is part of the Private Equity Americas business unit, based in
Denver. He has 18 years of industry experience. Prior to joining Partners
Group, he worked at Sterling Partners, Tri-Artisan Capital, Merrill Lynch and
Bank of America. He holds a bachelor’s degree in economics from the
University of Michigan, USA.
Pascal Noth, Managing Director, Private Equity Europe

Pascal Noth is part of the European Private Equity business unit, based in Zug.
He has 16 years of industry experience. Prior to joining Partners Group, he
worked at Palamon Capital, Goldman Sachs and Monitor Group. He holds an
MBA from INSEAD in France and Singapore and a master’s degree in
Neuroscience from the Swiss Federal institute of Technology (ETH) in Zurich,
Switzerland.
Bilge Ogut, Managing Director, Private Equity Europe

Bilge Ogut is part of the European Private Equity business unit, based in Zug.
She is a member of the Private Equity Directs Investment Committee and has
24 years of industry experience. Prior to joining Partners Group, she worked at
Standard Bank, Warburg Pincus and Goldman Sachs. She holds an MBA from
Harvard Business School, Massachusetts, USA and a bachelor’s degree from
the Wharton School of the University of Pennsylvania.
Christopher Russell, Managing Director, Private Equity Americas

Christopher Russell is part of the Private Equity Americas business unit, based
in New York. He has 23 years of industry experience. Prior to joining Partners
Group, he worked at VSS, both in New York and London, as well as General
Electric (NBC). He holds an MBA from Columbia Business School, New York
and a bachelor’s degree from Georgetown University, Washington, D.C.
Manas Tandon, Managing Director, Private Equity Asia

Manas Tandon is Head of Partners Group’s Mumbai office and part of the Asian
Private Equity business unit. He is a member of the Private Equity Directs
Investment Committee and has 20 years of industry experience. Prior to joining
Partners Group, he worked at TPG, Matrix Partners and Cisco Systems. He
holds an MBA in finance from the Wharton School of the University of
Pennsylvania, USA and is a member of the Mumbai chapter of the
Entrepreneurs’ Organization.
Page 25
Biographies of the Industry Value Creation Leadership Team
Lukas Bucher, Managing Director, Industry Value Creation

Lukas Bucher is part of the Industry Value Creation business unit, based in Zug.
He is a member of the Global Investment Committee, the Private Equity Directs
Investment Committee and the Global Direct Debt Investment Committee.
Previously, he was Head of Human Resources and was a member of the Global
Executive Board. He has been with Partners Group since 2008 and has 16
years of industry experience. Prior to joining Partners Group, he worked at The
Boston Consulting Group and had an assignment at Credit Suisse. He holds an
MBA from INSEAD Paris, France and a master’s degree in industrial
engineering from the Swiss Federal Institute of Technology (ETH) in Zurich,
Switzerland. He is also a CFA charterholder and a licensed trader at the SIX
Swiss Exchange.
Dr. Remy Hauser, Managing Director, Industry Value Creation

Dr. Remy Hauser is part of the Industry Value Creation business unit, based in
Zug. He is a member of the Global Investment Committee, Private Equity
Directs Investment Committee and the Global Direct Debt Investment
Committee. He has been with Partners Group since 2001 and has 21 years of
industry experience. Prior to joining Partners Group, he worked at Credit Suisse
Financial Services. He holds an MBA from the University of Chicago Booth
School of Business in Illinois, USA and a PhD in molecular biology and
biochemistry from the University of Basel, Switzerland.
Tim Pihl Johannessen, Managing Director, Industry Value Creation

Tim Pihl Johannessen is part of the Industry Value Creation business unit,
based in Singapore. He is a member of the Global Investment Committee, the
Private Equity Directs Investment Committee and the Global Direct Debt
Investment Committee. He has 27 years of industry experience. Prior to joining
Partners Group, he was Head of Strategy for Mondelez International in Asia.
He holds a bachelor’s degree in finance from Aarhus University School of
Business, Denmark.
Fredrik Henzler, Partner, Co-Head Industry Value Creation

Fredrik Henzler is Co-Head of the Industry Value Creation business unit, based
in Zug. He is a member of the Global Investment Committee, the Private Equity
Directs Investment Committee and the Global Direct Debt Investment
Committee. He has 23 years of industry experience. Prior to joining Partners
Group, he worked at BrainNet Supply Management Group AG where he led
more than 50 operational efficiency projects for portfolio companies of private
equity sponsors including APAX, Bridgepoint, Cinven, KKR and Permira. He
holds a master’s degree in finance and accounting from the University of St.
Gallen (HSG), Switzerland.
Page 26
Lane McDonald, Senior Vice President, Industry Value Creation

Lane McDonald is part of the Industry Value Creation business unit, based in
New York. She is a member of the Global Investment Committee, the Private
Equity Directs Investment Committee and the Global Direct Debt Investment
Committee. She has 18 years of industry experience. Prior to joining Partners
Group, she worked at DLJ Merchant Banking Partners, JetBlue Airways,
American Express, Delta Air Lines and Bain & Company. She holds a
bachelor’s degree in journalism from the University of North Carolina at Chapel
Hill.
Peter Tremblay, Managing Director, Industry Value Creation Americas

Peter Tremblay is part of the Industry Value Creation business unit, based in
Denver. He has 28 years of industry experience. Prior to joining Partners
Group, he held leadership roles with Starbucks, Pinkberry, Jack in the Box and
ARYZTA. He holds a bachelor’s degree in economics from University of
California Los Angeles (UCLA). He is also a retired Navy SEAL Commander.
Christian Unger, Managing Director, Co-Head Industry Value Creation

Christian Unger is Co-Head of the Industry Value Creation business unit, based
in Zug. He is a member of the Global Investment Committee, the Private Equity
Directs Investment Committee, the Private Equity Growth Investment
Committee, and the Global Direct Debt Investment Committee. He has 23 years
of industry experience in the media and digital space. Prior to joining Partners
Group, he was global CEO of Ringier AG, Switzerland’s largest media
company. During that time, he was also Chairman of Betty Bossi AG and board
member of Scout24, jobs.ch, RingierAxelSpringer AG and Publigroupe AG.
Before Ringier, he was CEO of QXL Ricardo, a publicly listed e-commerce
company (at the London Stock Exchange) which he sold to Naspers for 2 billion
CHF in 2008. He started his career at Bertelsmann AG and holds a master’s
degree in economics from the European Business School, Germany.
Biographies of members of the Global Investment Committee and additional Private

Equity Directs Investment Team members
Andreas Baumann, Partner, Head Integrated Investments

Andreas Baumann is Head of the Private Equity Integrated Investments
business unit, based in Zug. He is a member of the Global Investment
Committee, the Private Equity Growth Investment Committee, and Chairman of
the Private Equity Integrated Investment Committee. He has been with Partners
Group since 2003 and has 20 years of industry experience. Previously, he was
Head of the Americas, based in New York, and a member of the Executive
Committee from 2014 to 2017. Before that he was the Head of Partners Group’s
Singapore office and was responsible for the firm’s Asia-Pacific private equity
investment activities between 2010 and 2014. Prior to that he was part of the
Private Equity Directs and Primaries Americas business unit between 2003 and
2010, based in New York. Before joining Partners Group, he worked at Sinoart
(USA) Inc., Sichuan EW Textile Co. Ltd. and ICPC Trading Inc. He holds an
MBA from the New York University Stern School of Business, USA.
Page 27
René Biner, Partner, Chairman Global Investment Committee

René Biner is Chairman of the Global Investment Committee at Partners Group,
based in Zug. He is a member of the Global Executive Board. He has been with
joining Partners Group, he worked at PricewaterhouseCoopers. He holds a
master’s degree in economics and business administration from the University
of Fribourg, Switzerland. He is also a Swiss certified public accountant.
Dr. Marcel Erni, Partner, Co-Founder, Member of the Board of Directors

Dr. Marcel Erni co-founded Partners Group in 1996. He is a Partner of the firm
and an executive member of Partners Group Holding AG’s Board of Directors,
based in Zug. Dr. Marcel Erni is also a member of the Board’s Investment
Oversight Committee and Strategy Committee. Previously, he served as the
Chief Investment Officer of Partners Group until June 2017. He is a member of
the Board of Directors of the firm’s current portfolio company Global Blue SA,
Switzerland. He is also a member of the Board of Directors of PG3 AG,
Switzerland, the family office of the founders of Partners Group. Prior to
founding Partners Group, he worked at Goldman Sachs & Co. and McKinsey &
Co. He has 26 years of industry experience and holds an MBA from the
University of Chicago Booth School of Business, Illinois and a PhD in finance
and banking from the University of St. Gallen (HSG), Switzerland.
Alfred Gantner, Partner, Co-Founder and Member of the Board of

Directors
Alfred Gantner co-founded Partners Group in 1996. He is a Partner of the firm
based in Zug. Alfred Gantner is also a member of the Board’s Investment
Oversight Committee and Strategy Committee. Previously, Alfred Gantner
served as Chief Executive Officer of Partners Group from 1996 to 2005 and
subsequently as Executive Chairman from 2005 to 2014. He was also
Chairman of Partners Group’s Global Investment Committee from 2014 until
June 2017. He is a member of the Boards of Directors of the firm’s portfolio
companies Fermaca Luxembourg s.à.r.l., United States Infrastructure
Corporation and PCI Pharma Services, USA. He is also a member of the
Boards of Directors of PG Impact Investments Foundation and PG3 AG,
Switzerland, the family office of the founders of Partners Group. Prior to
founding Partners Group, he worked at Goldman Sachs & Co. He has 26 years
of industry experience and holds an MBA from the Brigham Young University
Marriott School of Management in Utah, USA.
Erik Kaas, Partner, Chairman of Europe

Erik Kaas is Chairman of Europe and part of the European Client Solutions
business unit, based in Zug. He is a member of the firm’s Markets Committee.
He has been with Partners Group since 2001 and has 25 years of industry
experience. Prior to joining Partners Group, he worked at Goldman Sachs &
Co. and Liberty Eurobrokers. He holds a dual degree in business administration
from the European Partnership of Business Schools in the UK and Germany.
Page 28
Christoph Rubeli, Partner, Co-Chief Executive Officer

Christoph Rubeli is the Co-Chief Executive Officer of Partners Group, based in
Zug and Singapore. Together with André Frei, he leads the Executive
Committee and Global Executive Board. He is a member of the Global
Investment Committee. From 1 January 2019, he will step down as Co-Chief
Executive Officer and support the further build-out of the investment platform
globally, with a particular emphasis on the entrepreneurial governance of our
portfolio companies. He has been with Partners Group since 1998 and has 32
years of industry experience. Prior to joining Partners Group, he worked at
UBS. He holds an MBA from INSEAD Paris, France.
Dr. Stephan Schäli, Partner, Chief Investment Officer

Dr. Stephan Schäli is the Chief Investment Officer of Partners Group, based in
Zug. He is a member of the Global Executive Board. He is the Deputy Chairman
of the Global Investment Committee, Chairman of the Global Portfolio
Committee, and a member of the Private Equity Growth Investment Committee.
He has been with Partners Group since 1999 and has 21 years of industry
experience. Prior to joining Partners Group, he worked at UBS and Goldman
Sachs & Co. He holds an MBA from the University of Chicago, Booth School of
Business, Illinois, USA and a PhD in business administration from the
University of St. Gallen (HSG), Switzerland.
Dr. Michael Studer, Partner, Chief Risk Officer and Head Portfolio
Solutions
Dr. Michael Studer is the Chief Risk Officer of Partners Group and Head of the
Portfolio Solutions business department, based in Zug. He is a member of the
Executive Committee, the Global Executive Board and the Global Investment
Committee. He has been with Partners Group since 2001 and has 22 years of
industry experience. He holds a PhD in mathematics from the Swiss Federal
Institute of Technology (ETH) in Zurich, Switzerland.
Urs Wietlisbach, Partner, Co-Founder, Member of the Board of Directors

and Chairman of the Markets Committee
Urs Wietlisbach co-founded Partners Group in 1996. He is a Partner of the firm
based in Zug. Urs Wietlisbach is Chairman of the Board’s Markets Committee
and a member of its Strategy Committee. He is a Board Observer of the Board
of Directors of the firm’s current portfolio company KR Group, UK. He is also a
Board member of PG Impact Investments AG and of PG Impact Investments
Foundation, a foundation that focuses on impact investing globally. In addition,
he is a member of the Boards of Directors of Entrepreneur Partners AG, a Swiss
asset manager, and PG3 AG, Switzerland, the family office of the founders of
Partners Group, and a member of the Board of Trustees of HSG Foundation,
the foundation of the University of St. Gallen. He is also an advisory Board
member of Swiss Startup Factory AG, an independent organization that
supports and finances startups. Prior to founding Partners Group, he worked at
Goldman Sachs & Co. and Credit Suisse. He has 29 years of industry
experience and holds a master’s degree in business administration from the
University of St. Gallen (HSG), Switzerland.
Biographies of Senior Members of the Corporate Team and Transaction Services

Team
Page 29
Nils Bartel, Managing Director, Corporate Finance

Nils Bartel is part of the Corporate Finance team and is Head of Financing,
based in Zug. He is responsible for all debt financing-related aspects of
Partners Group’s Private Equity and Private Infrastructure Direct investments
globally across their life cycle. He has 15 years of industry experience. Prior to
joining Partners Group, he worked at J.P. Morgan in the EMEA Acquisition and
Leveraged Finance team. He holds a master’s degree in business
administration from the Catholic University of Eichstaett-Ingolstadt, Germany.
Dr. Manuel Bauer, Managing Director, Head Corporate Finance

Dr. Manuel Bauer is Head of the Corporate Finance team, based in Zug. He
has 20 years of industry experience. Prior to joining Partners Group, he co-
founded BRC Partners and worked at Morgan Stanley and UBS. He holds a
PhD in finance from the University of Fribourg, Switzerland.
Dr. Yves Schneller, Managing Director, Head Investment Services

Dr. Yves Schneller is Head of the Investment Services business department
and a member of the Global Executive Board, based in Zug. He has been with
joining Partners Group, he worked at Baer & Karrer. He holds a PhD in
business law from the University of St. Gallen (HSG), Switzerland. He is also
admitted to the Swiss bar.
Page 30
5. Partners Group investment process

Overview
Partners Group operates a rigorous and sophisticated investment process to fulfill the firm’s central
function of identifying and investing in the most attractive buyouts. This decision making process is
consistently applied and has been constantly refined over the past 20+ years. The insert below
shows the five building blocks of Partners Group’s investment process:
Directs due diligence process (private equity directs)
Deal generation
Partners Group believes that its unique fully integrated platform is a key competitive advantage in
the sourcing of direct private equity investments. 89% of the total investments in Partners Group
Direct Investments 2012 and Partners Group Direct Equity 2016 were uniquely sourced and/or
preemptively positioned via proprietary channels (as of 31 March 2018). An illustrative example of
the power of such channels is the investment made in Civica in October 2017.
Select portfolio investment: Civica
Partners Group had been a lender to Civica since 2012 and proactively identified the asset as a
high quality target. Civica was actively pursued and tracked as an equity target for over 16 months
prior to the acquisition. The team established close relationships with both Civica’s management
teams as well as the previous owner on a proprietary basis, which positioned Partners Group for
success and allowed for a pre-emptive signing well ahead of the official process timeline.
For a full portfolio company profile on the Civica investment please see page 76.
Page 31
At the center of Partners Group’s deal generation efforts is an ability to consistently access a
significant majority of the relevant investment opportunities in each of its target geographies and
sectors.
The firm typically sources over 1,400 direct deals per annum to which stringent selection criteria are
applied.
Attractive deal flow and highly selective investment process
Direct Private Equity: deal sourcing and selection

Deal flow: FY 2016 Deal flow: FY 2017
PartnersFirst
Groupchecks
deals sourced Part nersFirst
Groupchecks
deals sourced
> USD 53bn
1,168volume > USD 53bn
1,482volume
> 500 deals > 500 deals
Bindinganalysis
Preliminary bid Bindinganalysis
Preliminary bid
>204
USD 2.4bn
(17.5%) >185
USD 2.4bn
(12.5%)
> 47 deals > 47 deals
Due diligence
Binding Bid Due diligence
Binding Bid
95
> 5(8.1%)
deals 69
> 5(4.7%)
deals
Invest ed Invest ed
Invest ment s
EUR 1.6bn Invest ment s
EUR 2.1bn
2
7 (0.6%) 2
7 (0.6%)
>1'400 deals sourced in 2017 from which 7 attractive investments were made (>99% decline rate)
Investments made or in closing in the Partners Group Direct Investments 2012 fund. For illustrative purposes only. Source: Partners
Group direct private equity deal flow statistics. 31 December 2017.
Pre-selection of investments
The pipeline of global deals is routinely discussed at team and industry vertical meetings. On a
weekly basis, management reviews a list of the highest potential deals globally. Once a target has
been identified as potentially attractive, a deal team is formed to assess its merits, including the
likelihood of it being “actionable” at some point in the near future. Throughout this initial phase deal
teams make extensive use of Partners Group’s platform and proprietary databases to conduct due
diligence on key commercial and financial topics.
Pre-selection work forms the basis of an initial investment thesis and highlights the detailed due
diligence topics that will need to be further addressed. This is formalized in a teaser document, which
is the first time a formal submission is made to the investment committee. The committee discusses
the merits and concerns of the investment opportunity and uses its collective experience and
judgment to note topics that should receive particular attention in subsequent rounds of due diligence.
All investment opportunities must receive initial investment committee approval before meaningful
due diligence expenses can be incurred and any initial indication of interest can be submitted.
Due diligence & execution
If a potential investment passes the pre-selection phase, the responsible deal team progresses to
undertake more detailed due diligence. At the heart of this process is the business plan (and
associated value creation initiatives), which is developed and refined as the deal progresses.
Partners Group performs due diligence in-house and leverages the support of external advisors for
Page 32
specific work streams. Through its active presence across a broad number of geographies and
industry sectors, Partners Group has developed excellent relationships with leading advisors in each
of its markets.
The firm operates a specialized private equity directs investment committee, which is overseen by
the firm’s Global Investment Committee. The Private Equity Directs Investment Committee is
responsible for investment pre-selection and deal development and for approving investment
recommendations up to USD 100 million. The Global Investment Committee supervises the firm’s
overall investment activities and oversees the investment recommendations for all private markets
investments. In addition, the Board of Directors of Partners Group Holding AG has formed an
Investment Oversight Committee, which retains the right to discuss any investment proposal. The
following exhibit provides an overview of these committees and the multi-level decision making
process.
Robust, multilevel decision-making process
Source: Partners Group, 1 January 2018.
Private equity directs investment decision process at Partners Group

To be successfully executed, an opportunity must pass through four rounds of investment
committees:
1. Teaser: typically a three to five page document outlining the deal team’s initial assessment of
the investment’s merits and concerns, as well as preliminary financials and process dynamics.
2. First Check: typically a 50+ page document, which provides a more thorough analysis of the
topics covered in the Teaser. By this stage deal teams typically have more detailed financials
(both historical and forecasted) and detailed information on the company’s operations and
management.
3. Preliminary Investment Recommendation (“PIR”): typically an 80+ page document which
goes into more detail on the key due diligence topics raised by the deal team and investment
committee members. Passing this stage means that the deal team has “commercial approval”
for the investment, and must then work towards finalizing the legal and tax terms.
4. Investment Recommendation (“IR”): typically a 100+ page document which addresses the
remaining commercial and financial topics and outlines the legal and tax terms that have been
Page 33
negotiated. After passing this stage, the deal team can work towards signing and funding the
investment.
Each stage of documentation exhibits an increasing amount of due diligence and further
development of the investment thesis. The progression of required documentation means that the
investment committees will review each investment proposal at least four times and on average six
times before an investment is finally made. Importantly, whilst the committees aim to make
consensus-based decisions, debate and active disagreement are strongly encouraged.
1 Voting vertical specialists have investment committee seat only for applicable transactions in assigned industry vertical. Note that only
one vertical specialist can vote for each deal. 2 The Board of Partners Group Holding AG retains the right to discuss any investment
proposal in the Investment Oversight Committee. 3 Voting area specialists have investment committee seat only for applicable transactions
in assigned area. 4 The Standing members, the Investment Oversight Committee voting members and the respective voting specialists
are eligible to vote. 5 Non-voting member. Source: Partners Group, 1 July 2018.
Value creation
During the due diligence process, investment teams benefit from the IVC team’s systematic
approach to transaction benchmarking and industry analyses. To facilitate seamless knowledge
sharing the IVC team members are incorporated as part of the due diligence teams. Post-investment,
the industry value creation team, supported by external Industrial Partners, leverages its sector and
functional expertise, as well as its industry experience, to drive value creation projects, review
existing strategy and action plans, and support implementation initiatives. Please refer to Section 6
“Industry Value Creation” for further details.
Board composition
Partners Group’s framework for governance is geared towards enabling proactive and hands-on
value creation, led top-down from the board. Partners Group believes it is this intensity and the
dominant focus on value creation, rather than financial engineering or valuation arbitrage, which is
the ultimate generator of private equity’s outperformance over public markets.
While value creation is a ubiquitous term in private equity, there is no one-size-fits-all approach and
no guarantee of success. Partners Group develops a bespoke strategy to produce value in each
investment. Though each strategy is unique, there are elements that are common to all value
Page 34
creation plans. These include the “100-day plan”, the map of the concrete actions a firm wishes to
take during an initial period of often up to one year of an investment in order to capture the low
hanging fruit in terms of performance gains and curtail any potential drags on performance. The
“100-day plan” also outlines a program of longer-term, strategic value creation initiatives to be
implemented during ownership. A study by Grant Thornton found that 79% of private equity investors
design a “100-day plan” prior to completing a transaction, and 62% do so as early as during due
diligence. 15
Other elements of Partners Group’s value creation plans include: an extremely high level of
cooperation between the board and management teams; significant dedication of time and resources
from board members, including hands-on involvement in specific projects; and a finite timeline.
Throughout the hold period, there will be a series of value creation projects running. Additional details
on how Partners Group utilize Board excellence as a value creation tool can be found in Section 6
“Industry Value Creation.”
These are precisely the types of strategic initiatives that are at the center of board-level discussions.
They require the board’s experience, insight and deep involvement with the business. It is often this
level of involvement in strategic initiatives which may be under-prioritized at public company boards
in favor of a focus on oversight. 16
Realization
Exit planning is addressed from the outset of the deal evaluation process and forms an important
part of the investment decision making process. At the time of final investment approval, deal teams
should have a clearly documented exit path, along with the value creation initiatives required to guide
the company along this path. To stay atop of company developments, Partners Group has an
institutionalized monthly monitoring process, as well as quarterly valuation procedures, ensuring that
relevant parties are kept informed of key developments, as well as the market environment.
15
'What can be done in 100 days.' Grant Thornton, October 2013.
16
The Rise of “Governance Correctness” How Public Markets Have Lost Entrepreneurial Ground to Private Equity. Steffen Meister and
Richard Palkhiwala. 2018.
Page 35
6. Industry Value Creation

Overview
Partners Group’s Industry Value Creation team coordinates the operational value creation initiatives
for all of Partners Group’s lead and joint-lead direct equity investments. 60% of the value creation
in historical investments has been generated by direct operational improvements.
Therefore, having robust internal operational value creation capabilities is an integral part of Partners
Group’s investment practice. Partners Group’s IVC team is among the largest globally-deployed,
fully dedicated operational value creation teams in the industry. Since the launch of Partners Group
Direct Equity 2016, the IVC team has increased by more than one third. This gives the team a better
than 1:1 ratio of operators to active Partners Group lead investments.
Team set up & approach
The IVC team is run independently from the investment team but is integrated with the latter
throughout the entire life cycle of an investment. The team is organized into eight industry verticals
(including real estate and infrastructure), each headed by one or two experienced senior
professionals with longstanding operational industry experience, supported by mid-level
professionals with industry and functional focus.
Unique Industry Value Creation (IVC) team with deep industry and functional
knowledge
For illustrative purposes only. The IVC team is an integrated part of Partners Group's deal team, ensuring advanced industry and
operational expertise throughout the entire investment process from sourcing to exit. 1 The IVC team's industry specialists are
organized by verticals and deployed globally. Each of the verticals is headed by a senior professional with deep industry experience in a
leadership role. Vertical heads are entitled Global IC votes for deals on their respective verticals. 2 ESG: Environmental, Social and
Governance. Source: Partners Group, 31 May 2018.
Each vertical head is a voting member for deals in his/her relevant vertical in the investment
committees. This in-house setup, along with the team’s incentive structure (similar to the investment
teams), helps ensure that the IVC team is integrated into each step of the investment life cycle. A
key advantage of the IVC team at Partners Group is that it is globally involved not only on all equity
Page 36
due diligences in its segment but also all debt transactions. Thus, the IVC team has the unique
opportunity to instantly leverage all learnings from its work for any future investment opportunity.
As an example, before Partners Group invested into Civica in October 2017, the TMT vertical team
had been involved in 14 further due diligences in the sector in the last two years together with the
private equity and private debt teams. This gave the team an extremely deep knowledge base to
assess Civica’s market opportunity and benchmark its operational maturity.
Additionally, Partners Group’s IVC team has a highly institutionalized, systematic approach to value
creation. This approach has four key elements that span from deal origination to exit and are detailed
in the following exhibit.
Integrated value creation throughout the entire investment process from deal
generation to exit
Thematic sourcing
Partners Group’s sector insights, organized by the eight industry verticals, give IVC deliberate and
proprietary deal sourcing capabilities. Partners Group leverages its global network of specialized
resources in-house and in its ecosystem to identify pockets of secular growth. The firm also
continues to build on this network of knowledge. For example, Partners Group brought in public
equity analysis expertise in early 2018 to deepen its sector strength and is at the cutting edge of the
industry in its integration of data analytics into its industry work.
By cultivating in-depth knowledge of attractive sectors, Partners Group creates visibility on growth
opportunities with a differentiated view. IVC industry experts are not just meeting companies through
financial advisors – they are meeting them at specialist conferences, linking them up with new
customers and suppliers, and bringing them functional expertise such as Partners Group’s in-house
digitization strategist. Approaching and spending time with the management teams early allows
Partners Group to develop a better understanding of a particular business model and enhance its
chances of acquiring a target company. This theme-driven approach, which coalesces the best of
Partners Group’s sector know-how, ensures better due diligence for the benefit of the firm’s
programs.
Page 37
Investment thesis
The investment thesis is the foundation on which the underwriting investment case is developed. It
fundamentally consists of two major parts: (i) the market assumptions – developments in the market
that are foreseen to happen and (ii) the value creation plan – the collection of initiatives that Partners
Group actively plans to drive, to both best harvest opportunities and mitigate risks.
For the development of both, the IVC team is pivotal. Before joining Partners Group, most of the IVC
team members had successful careers in their verticals and can thus contribute deep industry as
well as functional expertise. Additionally, they provide access to a vast network of external industry
experts and professionals that can be leveraged for additional insights. The market analysis
performed by Partners Group to derive market assumptions can therefore be better founded and
more granular and the development of value creation plans can be performed with higher conviction,
because the IVC team is responsible for implementing it and hence has to fully support it.
Post-investment, throughout the hold period, the IVC team validates the performance of the company
in comparison to the underwriting case. Both the assumptions as well as the value creation plan can
be reiterated to ensure that the underwriting case is achieved.
Select portfolio investment: USIC
During the due diligence process of our investment into USIC, a leading utility services provider in
the US, in November 2017 the IVC and investment teams developed an investment thesis
anchored on four key drivers:
• Accelerate M&A
• Increase revenue with Tier 2/3 utilities
• Expand service offering
• Improve IT infrastructure
These drivers where already discussed, partially refined and aligned with USIC management during
the due diligence process. Being aligned at the outset allowed management and Partners Group to
initiate the work on the initiatives early on, between signing and closing. As a result, within the 100-
day phase when investments are typically on-boarded, the company had already:
1. Developed and implemented a new go-to-market strategy for Tier 2/3 utilities opening up a new
market with a USD 500m+ revenue potential;
2. Built an M&A pipeline with 50 opportunities from the ground up and signed an accretive add-on;
and
3. Rolled out a new smartphone-based locating solution to its 7,500 field technicians.
For a full portfolio company profile on the USIC investment please see page 79.
Additionally, concluding with this process enables the IVC team to derive key learnings for the
development of future investment theses and underwriting cases.
Board excellence
Partners Group sees board governance as a crucial instrument for successful value creation. The
key is to build a highly efficient board that supports the ability of each board member, individually
Page 38
and within the entire board as a combined group, to actively contribute to defining and driving forward
strategy and ultimately achieve ambitious business objectives together.
During the due diligence process, Partners Group already identifies the skills (functional and
industrial) needed for the asset-specific investment thesis. Partners Group typically engages one to
three non-executive directors (“NED”) that match the required skills and have the ability to commit
sufficient time to act as a board sponsor on key value creation initiatives. Additionally, Partners
Group tends to choose independent NEDs with strong leadership skills that can act as a chairman.
Partners Group has a very standardized board on-boarding process to set clear expectations early
on, review findings of the due diligence process, and align the strategy among the board and
management. This on-boarding process results in a clearly-defined strategy and a set of “must win”
battles. During the early phase of an investment cycle, the board normally meets every second
month to discuss a clearly defined agenda set by the chair. Once all key initiatives have been initiated
the board may switch to quarterly board meetings.
The board work is further overseen by the Operational Value Creation Committee (“OVCC”) which
performs semi-annual portfolio reviews. In the OVCC, the deal team presents the overall value
creation efforts and results. Based on this discussion, the OVCC evaluates the board work as well
as the fit of the NEDs engaged on the portfolio level.
Select portfolio investment: VAT
At the time of the acquisition in February 2014, VAT, a global developer, manufacturer and supplier
of high-end vacuum valves, was a major player in its niche category based on the strength of its
technology, but was less mature in non-technical areas. The value creation strategy focused on
providing VAT with a road map for growth that would institutionalize the company by strengthening
its organizational, process and financial capabilities.
Partners Group and Capvis formed a new board with three highly experienced external NEDs
in addition to their own board appointments. They also appointed a new CEO, CFO, COO and Head
of Corporate Development to the management team.
Through the board, Partners Group worked together with VAT’s new management team to
successfully execute a series of growth and restructuring initiatives focused on expanding VAT’s
product offering, increasing sales in adjacent markets, and growing the after-market business in
spare parts, valve repair and valve upgrades/retrofits. The board also successfully implemented a
strategy to substantially increase sales in Asia by entering the market with a new local sales force.
By the time of Partners Group’s exit, VAT was a clear market leader.
For a full portfolio company profile on the VAT investment please see page 49.
Initiate and drive value creation projects
Partners Group is fully committed to a systematic and standardized value creation approach and
believes that value creation is a science, not an art. The IVC team works closely with management
teams to ensure that each portfolio company at any given time is working on a portfolio of six to eight
value creation initiatives that target a 15% improvement in EBITDA.
The majority of these projects are identified and initiated during the annual strategy review process.
The outcome of this process is the updated strategy and three year plan, but also the following year's
Page 39
budget and the key initiatives or value creation projects that are needed to achieve these objectives.
The IVC team strives to ensure that these projects are not bundled on one single value driver but
cover growth, cost, finance and risk topics. This project portfolio is monitored by a steering committee
that is appointed by the board. In monthly meetings, Partners Group is updated on the progress of
the last four weeks and existing or possible key challenges.
Partners Group documents all on-going value creation projects in its portfolio companies in a central
database to ensure high transparency, timely monitoring and the ability to apply best practices
across its portfolio companies.
Select portfolio investment: VAT
Very few mid-cap companies have a well-organized project management organization. A typical
example is VAT, an investment entered in February 2014 and exited in January 2018.
VAT is a global developer, manufacturer and supplier of high-end vacuum valves. At entry, the
company had no approach, process or organization to control and steer its key transformational
projects. Partners Group worked with management to install a dedicated Project Management Office
(“PMO”).
In order to quickly ramp-up the work, initially the PMO was led by an external consultant. Once the
PMO and its tools were established, the PMO leadership was handed over to an internal VAT
employee who was assigned the full-time task of managing the project portfolio. Board, management
and project owners all agreed that the PMO organization was elementary in realizing the investment
thesis’ eight key value creation projects in time and with a high level of impact.
For a full portfolio company profile on the VAT investment please see page 49.
In 2017, IVC and management of Partners Group’s portfolio companies worked on more than 200
initiatives and finalized more than 80 individual projects. This was a key element of the continued
year-on-year growth in revenues of 20% and EBITDA growth of 18%.
The IVC team believes that its systematic approach to initiating, assisting and monitoring value
creation projects across the portfolio is a key element to the sustained strong growth in profitability
across the portfolio.
Growth across Partners Group’s direct private equity portfolio
Page 40
Past performance is not indicative of future results. For illustrative purposes only. 1 Value creation in 2017 across all active non listed,
Partners Group Direct Investments 2012 and Partners Group Direct Equity 2016 portfolio companies acquired before 31 December 2017.
Source: Partners Group, 1 January 2018.
Biographies of select senior advisors and NEDs
Franz Humer, Healthcare expert

• Chairman of PCI (PG Directs 2016, US)
• Roche, Chairman (6 years)
• Roche, Chairman & CEO (7 years)
• Diageo, Chairman (6 years)
• Roche, CEO (3 years)
Peter Weber, IT & Technology expert

• Board Member of Curvature (PG Directs 2016, US)
• Caphatia Hosting, CEO (7 years)
• QTS Realty, Chief Product Officer ( 2 years)
• Sun Microsystems, SVP (2 years)
• SevenSpace, Co-founder and CEO (5 years)
Dr. Elanna Yalow, Early Childhood Education expert

• Board Member of Guardian(PG Directs 2012 and 2016, Australia)
• Kindercare, CEO (2 years)
• Kindercare, Chief Academic Officer (2 years)
• Knowledge Learning Corp, CEO and COO (12 years)
Page 41
Baudouin Prot, Financial Services expert

• Chairman of Foncia (PG Directs 2012 and 2016, France)
• BNP Paribas, Chairman (4 years)
• BNP Paribas, CEO (9 years)
• BNP Paribas, various positions (20 years)
• French Ministry of Industry, Deputy Director (4 years)
Horst Heidsieck, Industrials expert

• Chairman of VAT Group (PG Directs 2012, Switzerland)
• Deman Holding, CEO (3 years)
• Haraeus Group, CEO & Chairman (3 years)
• Homag Group, Board Member (4 years)
• Agfa-Gevaert, Director (4 years)
Jean Duboc, Food Retail expert

• Chairman of Hortifruti (PG Directs 2012, Brazil)
• Géant Casino, Head (3 years)
• Exito Colombia, CEO (3 years)
• Extra Brasil, CEO (5 years)
• Carrefour Brasil/MX, CEO (6 years)
• Carrefour France, CEO/various roles (19 years)
Page 42
7. Responsible investment
Overview
Partners Group has a long-standing commitment to responsible investment. In 2008, it became one
of the first private markets investors to join the United Nations Principles for Responsible Investment
(“UNPRI”) and since then has played a leadership role in promoting best practices, including as chair
of the Private Equity Steering Committee between 2014-2016.
A timeline of our commitments to responsible investment leadership
Partners Group has formalized its commitment to responsible investment as part of the firm’s
purpose in its charter: “We create lasting positive impact. We manage assets with a long-term
perspective to the benefit of individuals and societies worldwide. We aspire to be a role model in
corporate responsibility and we continuously raise environmental, social and governance standards.”
This commitment translates into a clear responsible investment policy and established processes for
integrating environmental, social and governance (“ESG”) factors throughout the investment cycle.
Partners Group believes that its inherent corporate governance advantages as a private equity
investor should be used to create and protect value on behalf of clients.
Approach
Partners Group aims to differentiate itself through its active ownership model. In direct lead and joint-
lead investments, where it has the access and influence to initiate substantive ESG initiatives, the
firm aligns with management teams to establish engagements designed to improve an asset’s
performance on the ESG factors that are most material to its business. Collectively, these
engagements achieved the following impacts in 2017:
Page 43
ESG highlights of Partners Group’s direct investment portfolio
Note: data from Partners Group’s annual ESG KPI Survey. Once a year, Partners Group surveys its direct lead and joint-lead
investments on key aspects of their ESG performance. Partners Group uses the data from this review to understand the collective
impact of our portfolio on society and the environment, assess the overall ESG maturity of each investment and identify priority areas for
engagement. Source: Partners Group, 1 January 2018.
Investment screening framework
Partners Group’s Responsible Investment Screening Framework provides investment professionals

with a clear basis for assessing the potential ethical or reputational risk of a given investment. It
applies to all investment decisions and addresses both the products/services an asset provides and
the overall integrity of its business practices.
Partners Group’s Responsible Investment Screening Framework
For illustrative purposes only.
Team organization
Page 44
Partners Group believes that responsible investment must be integrated to be effective and scalable.
Therefore, the ESG & Sustainability team resides within the IVC team. This ensures that ESG
integration steps are fully-aligned with the operational improvement activities undertaken at portfolio
companies. Partners Group integrates ESG considerations throughout the deal lifecycle as follows:
Partners Group’s ESG integration throughout the lifecycle of a direct lead investment
Page 45
8. Partners Group history

History
Partners Group was founded in Switzerland in 1996 and has invested more than USD 14 billion
directly in over 200 businesses in all major jurisdictions around the globe, working closely with
management teams and corporate partners to support sustainable value creation. Partners Group
has consistently grown its team of investment professionals and built out an Industry Value Creation
team consisting of sector specialists who help to maximize value in portfolio companies by driving
forward strategic initiatives and operational improvements. The firm is now active across six key
sectors in private equity: healthcare; consumer; technology media telecom; education; industrials;
and financial and business services. Partners Group conducts a semi-annual Relative Value analysis
to identify and further define those sectors, regions and industry strategies which offer the most
attractive value relative to other segments at a given point in time.
To support the growth of its investment activities, Partners Group has gradually increased its global
presence from a regional firm of a few people to a global organization that includes over 1,000
professionals in 19 offices around the world. Founded in Zug, Switzerland in 1996, over the last 20
years the firm has launched offices in New York (2000), Guernsey (2000), Singapore (2004), London
(2004), Tokyo (2007), Sydney (2008), Luxembourg (2008), Beijing (2008, relocated to Shanghai in
2014), Dubai (2010), Seoul (2010), Munich (2010), Paris (2011), Sao Paulo (2011), Milan (2013),
Mumbai (2014), Houston (2014), Manila (2016) and Denver (2016).
In March 2006, Partners Group Holding AG floated its shares on the SIX Swiss Exchange in an initial
public offering. Combined, Partners Group’s employees remain the largest shareholder through
ownership of stock or options provided by the firm’s equity participation plan owning over 40% of the
total share capital. With EUR 67.1 billion in assets under management, Partners Group believes that
it has become a major independent private markets investment manager.
Key corporate milestones
1 Beijing relocated to Shanghai in January 2014. 2 Team figures as of 30 June 2018. 3 The firm transferred its San Francisco-based
business activities to its Denver office and closed its San Francisco office in Q3 2017. 4 Unaudited, inclusive of all Partners Group
affiliates, AuM figure as of 30 June 2018. Source: Partners Group, 30 June 2018.
Page 46
Leadership
Partners Group Holding AG’s Board of Directors is responsible for the firm’s corporate governance
and is entrusted with the ultimate strategy and direction setting of the firm. The Board of Directors
has ten members: six external members, the three co-founders and one other partner of the firm.
The Board of Directors has appointed senior managers to the Global Executive Board, a diverse
global leadership team charged with driving forward the global business and corporate development
of the firm. Members include Partners and Managing Directors from different business lines across
the firm’s offices in Denver, New York, London, Singapore and Sydney, as well as its headquarters
in Baar-Zug.
Other asset classes
Partners Group is active across four private markets asset classes. Besides private equity, the
company invests in private debt, private real estate and private infrastructure via direct transactions
as well as secondary and primary commitments. The total AuM for private debt, private real estate
and private infrastructure amounts to EUR 13.1 billion, EUR 11.5 billion and EUR 8.6 billion,
respectively17.
17
AuM numbers as of 30 June 2018.
Page 47
9. Investment performance
Partners Group’s direct private equity investments have generated an attractive track record
throughout different time periods. Since its inception until 30 September 2018, Partners Group has
made 63 lead and joint-lead investments to date, of which 31 are fully or partially-realized, with an
average of 3.32x gTVPI and 29.6% gIRR18.
Partners Group direct private equity lead and joint lead investments track-record19
18
Performance figures as of 30 September 2018.
19
Past performance is not indicative of future results. For illustrative purposes only. Partners Group data as of 30 September 2018.
All cash flows and valuations are converted to USD using fixed FX rates as of the date of the track record. Gross performance is net of
underlying fund fees but gross of fees to Partners Group. The performance presented reflects model performance an investor may have
obtained had it invested in the manner shown and does not represent performance that any investor actually attained. There is no
assurance that similar results will be achieved. Model net returns assume Partners Group standard management and performance fees.
Management fee 1.50% for direct investments, 1.25% for secondary investments and 0.90% for primary investments. Performance fee
20% for direct investments and 10% for secondary investments over 8% preferred return. 1 Figures as of 30 September 2018 and include
all lead and joint-lead investments. Aggregated performance is calculated on a pooled basis. All amounts denominated in local currencies
have been weighted with the fixed USD exchange rate as of the date of the track record. The IRR of investments of less than a year are
de-annualized. Gross figures are net of underlying fees (if any), gross of Partners Group's fees. 2 No lead and joint-lead investments were
made in 2001-2006. 3 No investments have been realized in 2016-2018. Source: Partners Group 30 September 2018.
Page 48
10. Select portfolio investments
1. VAT
LOCATION Haag, Switzerland PG INVESTMENT USD 208m

SECTOR Industrials MULTIPLE OF COST 6.0x
ENTRY February 2014 GROSS IRR 74%
EXIT January 2018 TYPE Joint-lead
Company description
Headquartered in Haag, Switzerland, VAT produces vacuum valves that are mission-critical
components in the advanced manufacturing processes required to produce products such as
portable electronic devices, flat-screen monitors or solar panels.
Deal origination
After many years under the private ownership of VAT’s founder and his family, the firm was acquired
by Partners Group and Capvis, a Swiss-based mid-market buyout firm, in 2014. The “all-Swiss”
syndicate successfully secured the support of the management and seller by supporting a
sustainable development plan that would maintain VAT’s Swiss headquarters as its hub.
Investment criteria
Page 49
Investment rationale
• Global niche leader: VAT occupies a strong market position (approximately 45% market share,
3x relative market share of #2 player MKS) for high-end vacuum valves in many major markets
including the United States, Asia and Europe.
• Favorable end market trends: Solid growth prospects of up to 9% annual market growth for
vacuum technology driven by new products & technologies, increased technical requirements of
vacuum systems and the need for optimizing cost-efficiency.
• Highly profitable niche products: Main products are mission critical parts with a low impact on
the overall costs for a vacuum system, but high consequential costs if the part fails (complete
factory standstill).
• Technological leader and customer’s favorite: One of the largest global portfolios of vacuum
valves in the high-end and medium market segment, with more than 1,000 standard valves.
• Attractive financials: Despite the industry’s high cyclicality and exchange rate fluctuations, VAT
is highly cash generative and achieved historical EBITDA margins of above 20%, considerably
above market benchmarks.
Post-investment performance and value creation
• Expansion of after-market business: By creating a dedicated business unit, Global Services

(“GSE”), establishing a dedicated sales force (hired a new division head) and building closer ties
with end-users, VAT increased GSE’s order intake and net sales in Q4 2016 by 34% and 35.1%
year on year, respectively. This contributed to the company being able to expand its revenue
with a CAGR of 15% and EBITDA by 17% during Partners Group’s ownership.
• Capturing more niche areas of client demand: To be able to provide clients with more complex
product solutions, VAT set up a dedicated engineering team with new technical capabilities,
dedicated customer application and sales teams. VAT successfully established itself as a
strategic partner for modules to half of its customers within three years and achieved 17.2% year-
on-year growth in order intake for VAT’s industry segment in Q1 2017.
• Implementation of lean manufacturing initiatives: VAT rolled out a lean manufacturing
initiative that followed “Kaizen” principles to all production sites worldwide; achieved production
time savings of 30-50% across all processes.
• Institutionalization of management: Partners Group helped VAT transform from a family-
owned business into a listed global market leader. By drawing on its own network, Partners
Group established a new management team with vast industry experience in leadership, logistics
and supply chain management; new CEO, CFO and COO roles were filled.
Value creation levers at VAT
Page 50
8%
32%
11%
100%
49%
Revenue growth Margin expansion Deleveraging Multiple Total Value

expansion
Note: Value creation represents forecasted value creation drivers from Partners Group entry in February 2014 to exit in January 2018.
Given IPO exit and subsequent sale downs, the above is an approximation.
Exit / current status
In April 2016, VAT listed on the SIX Exchange at CHF 45.00 per share. Partners Group fully exited
VAT in January 2018 achieving a total realized value over cost multiple of more than 6x and a gross
investment return of 72%. VAT, Partners Group and Capvis were awarded the 2017 PEI Operational
Excellence Award for the successful transformation of VAT.
Page 51
2. STRATEGIC PARTNERS
Chatsworth, CA, USD 38m

LOCATION PG INVESTMENT
US
SECTOR Consumer MULTIPLE OF COST 3.7x
ENTRY August 2012 GROSS IRR 49%
EXIT June 2016 TYPE Joint-lead
Company description
Strategic Partners (“SPI”) is a leading supplier of medical uniforms, medical footwear, and
accessories in the US. It owns and licenses over 20 brands that are sold through Wal-Mart, specialty
retailers, e-commerce sites, and catalogs. It also supplies school uniforms under the Classroom and
private label brands. The Company designs the styles of its products in-house, procures the material
internationally, and outsources the manufacturing to contractors in Asia, Latin America, and the
Middle East.
Deal origination
Partners Group invested in SPI on a joint-lead basis. Partners Group’s secondaries team was in
discussions with Bank of America Merrill Lynch (“BAML”) to acquire a number of limited partner
positions in investment funds the bank held on its balance sheet. During this process it was revealed
that the bank held a number of controlling equity stakes in operating businesses including SPI.
Partners Group was able to leverage its relationship with BAML to secure exclusivity on a proprietary
basis.
Investment criteria
Page 52
M arket leading:42% market share Value-add opportunities:new product lines
Growth potential:demographic tailwinds Control investment:with Avista
High margins:18% EBITDA margin Reasonable valuation:6.4x LTM EBITDA
High cash generation:79% cash conversion Sustainable capital structure:4.5x net debt
• Franchise company in a stable, recession-resistant market: SPI is the leading supplier of

medical uniforms in the United States with an estimated market share of 42%, more than three
times the size of its largest competitor. Additionally, there is ~75% consumer awareness of its
two key brands: Cherokee and Dickies. The Company’s best-in-class distribution capabilities and
design center have created significant barriers to scale within the industry.
• High quality product and dependable service: SPI’s national platform is able to meet strict
delivery schedules across the United States that are 99% on-time and is also able to offer
retailers a full range of products and selection across 40,000 SKUs, with consistent quality year-
over-year.
• Growth supported by strong demographic trends and increasing need for medical
professionals: Demand for registered nurses, a key customer demographic for SPI, is projected
to increase by nearly 600,000 jobs through 2018, establishing nursing as one of the fastest-
growing occupations over the next decade in the United States.
• Solid margins and strong free cash flow generation: SPI generates significant free cash flow
as a result of solid margins across its product portfolio (~20% EBITDA margin), its limited capital
expenditure requirements (~0.3% of sales) due to outsourced manufacturing and its limited
working capital needs.
• Motivated seller: BAML had the clear goal of disposing all remaining private equity assets. The
bank’s preference was to sell assets if it could do so without taking material book losses as this
is accretive to its capital ratios and its public trading multiple.
• Product innovation: SPI launched several new product lines in 2014 and 2015 aimed at
increasing its market share in the premium segment of the market.
• New sales channels: Commenced shop-in-shop initiative to further penetrate retail partners.
• Digitization: Hired team to focus on online channel growth.
• Supply chain optimization: Mitigating supplier concentration and shifting production to lower
cost geographies.
• Internationalization: Expanded international sales footprint.
Page 53
Value creation levers at Strategic Partners
Upside achieved
Base case underwriting - achieved

119%
219%
49%
100%
26%
25%
Revenue growth Margin expansion Cash Flow (TDoivtaidleVnadluse
) (from busineMssulptilpalne eexxepcauntsioionn) from repositionTinogtal Value
Note: Value creation represents forecasted value creation drivers from Partners Group entry in August 2012 to exit in July 2016.
SPI has returned a 3.8x total realized value over cost multiple to Partners Group funds through
multiple dividend distributions and the sale of the business to New Mountain Capital in July 2016 for
an enterprise value of USD 616m (1.0x of the return was via cash flow and dividend, the remaining
2.8x through sale proceeds).
Page 54
3. TRIMCO
LOCATION Hong Kong, China PG INVESTMENT USD 95m

ENTRY April 2012 GROSS IRR 28%
EXIT March 2018 TYPE Lead
Company description
Headquartered in Hong Kong, Trimco International (“Trimco”) is a global supplier of a full range of
garment labels, tags and trimming solutions to blue chip global apparel brands and retailers.
Products are supplied to clients through their OEMs on a worldwide basis. Trimco operates
production facilities across Hong Kong, China, Thailand, India, Turkey, Romania, and Bangladesh
with sales offices in Hong Kong, the United Kingdom, Denmark, and Germany, among others.
Deal origination
Partners Group invested in Trimco on a lead basis. Partners Group identified Trimco as part of a
systematic primary fund portfolio screening process. The business had been held by its prior owner,
Navis Capital, a Partners Group fund relationship, since 2005. During this time Partners Group had
tracked the business as it experienced six years of more than 20% per annum growth. Partners
Group was also able to develop a relationship with the founder, Miranda Kong, who held
approximately 30% of the business. Accordingly, as Navis Capital was approaching the end of the
investment period for Trimco, Partners Group leveraged its familiarity with the business and
relationship with both Navis Capital and the management to secure a proprietary transaction.
Investment criteria
Page 55
M arket leading:5-10% market share globally Value-add opportunities:market consolidation
Growth potential:high organic growth C ontrol investment:73% PG ownership
H igh margins:>30% EBITDA margin Reasonable valuation:7.2x LTM EBITDA
H igh cash generation:75% cash conversion Sustainable capital structure:2.1x net debt
• Organic growth potential: Trimco was well positioned for growth due to (i) an ability to continue
to gain share of existing customers’ business, (ii) a large addressable market of high-volume
blue chip brands presents opportunity to win several new clients and (iii) the continuing shift of
the garment production base to Asia, where Trimco has a multi-location footprint and proven
capabilities.
• Blue chip client base: Trimco benefited from long-standing relationships with some of the most
desirable apparel brands and retailers, for example Adidas, Amer Group, Disney, John Lewis,
Puma and Nike.
• Attractive Free Cash Flow characteristics: Trimco generated highly attractive gross and net
margins in 2010 and was forecasted to maintain these margins through 2011 and beyond. The
company had modest capital expenditure requirements that were easily supported by cash flows
from operations.
• Platform for consolidation: Due to the fragmented nature of the industry, significant
opportunities existed for Trimco to make acquisitions that would accelerate growth, as well as
expand and diversify the company’s client base (e.g., visible UK add-on acquisition).
• Motivated and aligned management: Existing management rolled over more than 20% of total
equity into the new transaction.
• Inorganic growth: Acquisition of UK-headquartered label company led to operational synergies

with a complementary client base and cross-selling opportunities. Acquisition of Denmark-
headquartered label company to further expand sales footprint and diversify customer base, as
well as on-board in-house design capabilities. Through acquisitions, Partners Group transformed
Trimco from an Asia-centric garment label manufacturer to a global brand identification leader
with three distinct, client-facing brands: Clotex, Labelon, and A-Tex. The combined global
platform also enabled Trimco to win new key accounts.
• New production facilities: Acquisition of Bangladeshi manufacturing set-up to complement
quality-manufacturing footprint in one of the world’s most dynamically growing apparel hubs.
Adding production locations in the Americas, East Asia and Southeast Asia to provide clients
with a one-stop-shop global garment manufacturing platform.
• Customer introductions: Utilized Partners Group’s extensive network to facilitate the
introduction of additional retail and apparel clients.
• Dividend recapitalization: In September 2014 and 2016, the company raised in total more than
USD 150m in senior debt to concurrently refinance existing debt and returned more than 90% of
invested capital back to Partners Group vehicles.
• Strengthen management team: Partners Group led a number of strategic hiring initiatives to
strengthen management team.
Value creation levers at Trimco
Page 56
(17%) 10%
6%
100% 100%

expansion
Note: Value Creation represents forecasted value creation drivers from Partners Group entry in April 2012 to exit in March 2018.
In March 2018, Partners Group completed the sale of Trimco to Affinity Equity Partners in a
transaction that was valued at USD 520m enterprise value, generating a 3.4x total realized value
over cost multiple for Partners Group. Convinced of the strong platform it has helped build, Partners
Group co-invested USD 50m along-side Affinity to continue supporting Trimco’s next phase of growth.
Page 57
4. UNIVERSAL SERVICES OF AMERICA
Santa Ana, CA, USD 154m

US
SECTOR Business Services MULTIPLE OF COST 3.0x
ENTRY July 2013 GROSS IRR 69%
EXIT July 2015 TYPE Lead
Company description
Universal Services of America (“Universal Services”) provides manned guard services, janitorial
services, systems/monitoring services, and fire/life safety programs to customers across the United
States. Universal Services employs over 38,000 employees and is headquartered in Santa Ana,
California. It provides coverage across the United States with a focus on the West Coast.
Deal origination
Partners Group invested in Universal Services on a lead basis. In August 2012, Partners Group’s
private debt investment team provided acquisition financing to Universal Services in an unsponsored
transaction. By March 2013, the company felt it had outgrown its existing capital structure as its
performance, mainly from an accelerated acquisition strategy, was nearly three years ahead of the
original underwritten plan. Universal Services’ owners had received a number of LOIs from private
equity and strategic buyers and were keen to continue to execute on a successful roll up strategy.
Partners Group had built a strong relationship with the owners through its prior financing and was
able to leverage its position as a known and trusted partner to secure exclusivity in a transaction
alongside the existing owners and management.
Page 58
Investment criteria
• Acquisition capabilities: At the time of Partners Group’s equity investment in July 2013,
Universal Services had successfully integrated 20 acquisitions since 2009, and had an attractive
acquisition pipeline with several companies under LOI and a substantive pipeline of acquisition
targets. Universal Services has completed an additional 19 acquisitions since July 2013. The
manned guard space was an industry where the top six players controlled only ~40% of the
industry, and was highly fragmented with over 6,000 firms operating in the manned guard space.
• Management: Steve Jones, CEO, and his team have successfully outpaced market growth and
integrated a large number of acquisitions in recent history. Mr. Jones’ leadership and the
company’s demonstrated capabilities around these areas were a key investment highlight.
• Strong market positions: The company was the #1 provider of security services in California
and a top five player nationally. It had achieved this status via a robust business model that
emphasized new sales, customer relationship management, and employee retention; the
company’s metrics in these area were all industry-leading.
• Customer retention: The average length of relationship for Universal Services’ top 20
customers was over five years at the time of investment. Universal Services also had a 90%+
retention rate overall, which represented clear industry leadership versus both large scale
competitors and smaller regional and local players.
• Diversified customer base: Universal Services’ largest customer in 2014 represented less than
3% of total revenue and the top 20 guard customers represented less than 25% of total 2014
revenue.
• National account capabilities: Universal Services’ recent acquisitions in the Midwest,
Southeast and Northeast enabled it to service national accounts.
• Inorganic growth: Continued execution of add-on acquisition plan, leveraging the resources of
Partners Group’s investment professionals. Closed 10 acquisitions in 2014 and a total of 22
acquisitions over 2013-April 2015. Universal Services typically retained 90% of the acquired
clients.
• Organic growth: Grew national account, leveraging national scale achieved through
acquisitions, with an emphasis on relationship management. National account strategy drove
30%+ organic growth in 2014, while the industry grew at a 5% rate. Once Universal Services had
a credible national footprint, it was able to compete with larger competitors for larger, national,
accounts.
• Cross-selling: Formal cross-selling plan was developed and rolled out in December 2013.
Sustained above-market organic growth rates of 10%+ vs. market growth of 3-5%.
• Efficiency gains: By taking advantage of Universal Services’ increased scale, Partners Group
consolidated non-performing/redundant locations, and implemented a national travel program,
purchasing card program, and fleet maintenance program, generating approximately USD 11m
in annual cost savings.
Page 59
• Strengthen management team: Added key management personnel across the organization to
support Universal Services’ explosive growth (from 27,000 employees to 44,000 in three years).
Partners Group hired a new CFO, Controller, Head of FP&A, Head of IT, Head of Procurement
and over a dozen other more junior roles.
Value creation levers at Universal Services
10%
(59%)
48%
100% 100%
Revenue growth Margin expansion Incremental Multiple Total Value

leverage for M&A expansion
Note: Value creation represents forecasted value creation drivers from Partners Group entry in July 2013 to exit in July 2015.
On 14 July 2015, Partners Group announced the sale of Universal Services to an affiliate of Warburg
Pincus (“Warburg”). Partners Group generated a total realized value over cost multiple of 2.95x and
a gross IRR of 70.1%. Partners Group remains a minority investor in the company on behalf of its
clients following the Warburg transaction. Following the Warburg transaction, Universal Services
merged with Allied Barton to create the clear #1 provider of contract security services in North
America, Allied Universal. The transaction was announced in May 2016 and closed in August 2016.
Page 60
5. KINDERCARE
LOCATION Portland, OR, US PG INVESTMENT USD 488m

Education MULTIPLE OF 2.0x
SECTOR
Services COST20
ENTRY July 2015 GROSS IRR n.a.
EXIT n.a. TYPE Lead
Company description
KinderCare, Inc. (“KinderCare”), is the largest for-profit provider of early childhood education and
care services in the United States, and offers services through three main channels: KinderCare –
early childhood education and care services for children in the age of six weeks to twelve years,
CCLC – employer-sponsored early childhood education and back-up care services, and Champions
– before- and after-school educational and recreational programs in partnership with elementary
schools.
Deal origination
Partners Group invested in KinderCare on a lead basis. Partners Group was introduced to the asset
by Rafael Pastor, a member of the Partners Group Entrepreneur Circle. Mr. Pastor was previously
the CEO of Vistage, an executive networking group, and was introduced to Partners Group by Brian
Cescolini and Steve Jones (CEO of Universal Services of America, a former Partners Group portfolio
company – see page 58). Vistage was previously owned by Michael Milken, who owned KinderCare
prior to Partners Group. Partners Group was engaged as one of two groups to enter discussions
with KinderCare. Partners Group built a strong relationship with the owners and was able to leverage
its history of successful education investments to secure exclusivity in the transaction alongside
management.
20
As of 31 December 2017.
Page 61
Investment criteria
M arket leading: #1 in fragmented market Value-add opportunities: center analysis / M &A
Growth potential:enrollment growth / price increases Control investment: with aligned management
High margins: 10% EBITDA margin Reasonable valuation: 10.4x LTM EBITDA
High cash generation: >55% cash conversion Sustainable capital structure: 5.6x net debt
• Market leading positions: KinderCare is the largest provider of early child care education
services in the United States. The market in which KinderCare operates is highly fragmented,
with the top five operators in the industry representing approximately 4% of the total market.
• Management: The management team has demonstrated significant success around operating
and financial performance. They successfully addressed the business’s prior underperformance
and have now shifted focus to top line growth initiatives.
• Improving macro trends: Three key drivers of demand – demand for high-quality center-based
care and early education, increasing workforce participation by women and dual income families,
and a growing number of young children in the United States – were all expected to increase
during Partners Group’s hold period.
• Operating inflection point: At the time of Partners Group’s investment, KinderCare had realized
quarter over quarter increases in EBITDA in nine of the last twelve quarters since the new
management team took over and began refocusing the business on teacher/student/parent
engagement;
• Positive legislation trends: The Child Care and Development Block Grant – the key US federal
funding source for early childhood education – was expanded and ratified into law in 2014 (the
first such expansion since 1996). The legislation called for an increase in programs to improve
health and safety in early childhood education platforms.
• Optimize tuition pricing: Implement pricing strategy to leverage geo-specific economic trends
within trade areas driving USD 40m+ annual pricing opportunity.
• Corporate customer strategy: Focus sales force on corporate customers and leverage
Partners Group’s network to make introductions, targeting 10%+ of total revenues by 2020.
• Center quintile strategy: Rank center EBITDA performance by quintile to develop playbook of
improvement opportunities, creating an action plan for lowest ranking centers.
• Lease optimization: Engage third-parties to identify opportunities to reduce rent commitment
targeting 50% reduction in closed center costs.
• Greenfield centers: Leverage demographic, and competitive data to identify opportunities for
growth, with plans to open 10+ new centers annually.
• IT/digital systems: Implement a web-based center management system to improve family
engagement and eliminate high-risk vulnerabilities.
Page 62
Value creation levers at KinderCare
(5%)
23%
50%
100%
31%
Revenue growth Margin expansion Deleveraging Multiple dilution Total Value
Note: Value creation represents forecasted value creation drivers from Partners Group entry in July 2015 to projected exit in 2020.
In August 2017, KinderCare executed a dividend distribution for USD 300m that returned ~0.5x of
investor capital. Partners Group continues to evaluate the exit strategy on an ongoing basis.
Page 63
6. PACIFIC RESTAURANT HOLDINGS
Vancouver, WA, USD 176m

US
SECTOR Consumer MULTIPLE OF COST 1.7x
ENTRY October 2015 GROSS IRR n.a.
EXIT n.a. TYPE Lead
Company description
Pacific Restaurant Holdings (“Pacific Restaurants”) is a franchisee of the Taco Bell and Buffalo Wild
Wings brands. The company operates Taco Bell restaurants in Ohio, Wisconsin, Oregon, California,
Washington, Tennessee and Mississippi and is the third largest Taco Bell franchisee in the country.
Pacific Restaurants also operates Buffalo Wild Wings restaurants in California, Oregon and
Washington and is the largest Buffalo Wild Wings franchisee in the country, in terms of revenues.
Deal origination
Partners Group invested in Pacific Restaurant Holdings on a lead basis. In November 2014, Partners
Group met with founder Tom Cook ahead of a formal sale process to discuss recapitalization options.
The founder felt the company could grow more aggressively with a value-added partner through an
accelerated acquisition and de novo growth strategy. Partners Group had built a strong relationship
with Mr. Cook and was able to leverage its position as a known and trusted partner to secure
exclusivity at a reasonable valuation multiple despite Partners Group not being the highest bidder in
the sale process.
Page 64
Investment criteria
M arket leading: Category-leading brands Value-add opportunities: Capital for growth
Growth potential: Organic and acquisition Control investment: Significant mgmt. invest.
High margins: 17%EBITDA margin Reasonable valuation: 8.0x LTM EBITDA
High cash generation: >55%cash conversion Sustainable capital structure: 4.7x net debt
• Brand-leading store performance: Taco Bell stores have average unit volume (“AUV”) of USD
1.409m versus system average of USD 1.369m (+2.9%). Buffalo Wild Wings stores have an AUV
of USD 4.264m versus system average of USD 3.084m (+38.3%) and newly-built Taco Bell
restaurants exhibit a 1.0-1.5x sales to investment ratio and 20-30% ROI, while newly-built Buffalo
Wild Wings restaurants exhibit a 1.5x-2.5x sales to investment ratio and 30-40% ROI.
• Exceptional management: Tom Cook and Wray Hutchison are in the upper echelon of
accomplished, long-standing restaurant operators and business owners in the franchisee space,
which was confirmed by numerous other franchisees and restaurant investors. Tom Cook has
twice held the role of president of the Taco Bell Franchise Management Advisory Council
(FRANMAC) and Wray Hutchinson is chairman of Buffalo Wild Wings Franchise Business
Services Association and is co-president of the Buffalo Wild Wings co-operative purchasing
group.
• Experienced consolidator: Pacific Restaurants is an active buyer and reviews acquisition
opportunities of both corporate- and franchisee-owned stores frequently and has previously
acquired assets opportunistically throughout multiple economic cycles.
• Economic resilience: Taco Bell restaurants achieved average same-store sales of +2.2% in
2009 and -0.2% in 2010 (despite a 2010 food scare), while same-store sales of leading quick
service restaurant (“QSR”) sandwich chains such as Burger King, Jack in the Box, Wendy’s and
KFC declined (1% to 5%) over the same period. The only leading QSR sandwich player to
continue growing same-store sales during the recession was McDonald’s.
• Significant transaction tax savings: The Partners Group transaction structure would generate
annual depreciable property, plant and equipment and amortizable intangibles. The company
expects to use these tax attributes to offset significant taxable income under Partners Group’s
hold period.
• Provide capital for growth: Partners Group provided additional equity capital for organic new
store investment and add-on opportunities. Partners Group has completed four major
acquisitions and two fill-in acquisitions totaling 131 restaurants.
• Upgrade of management team: Partners Group and management upgraded the CFO and
finance function of the business in order to better prepare the company to scale, including further
investment for a new enterprise resource planning system and business intelligence software.
• Develop annual strategic planning process: Together with management, Partners Group
intends to design an annual strategic planning process to ensure the company gets the best
possible support to accelerate growth.
Page 65
Value creation levers at Pacific Restaurants
41%
(130%)
196% (6%)
100%

leverage for M&A contraction
Note: Value creation represents forecasted value creation drivers from Partners Group entry in October 2015 (adjusted to include
additional equity commitments) to forecasted exit in October 2020.
The company continues to pursue strategic acquisition opportunities and Partners Group does not
envision a sale in the near term.
Page 66
7. FORM TECHNOLOGIES
LOCATION Charlotte, NC, US PG INVESTMENT USD 241m

ENTRY January 2015 GROSS IRR n.a.
EXIT n.a. TYPE Lead
Company description
Form Technologies (“Form”) is a global manufacturer of small engineered precision die cast and
investment components and value added services. Form manufactures customized, small, high
precision components with complex shapes using zinc, steel, aluminum, and magnesium alloys. The
company manufactures precision components via four-slide and two-slide die casting technology
and investment casting technology.
Deal origination
Partners Group invested in Form (formally known as Dynacast International Inc) on a lead basis after
tracking the asset for over a year and pre-empting an auction process. Kenner & Co. led a consortium
of investors to purchase Form in 2011. In July 2013 Kenner & Co. approached Partners Group to
partner on financing the Form acquisition of a competitor in an adjacent market. Form had been a
strong performer for its existing owners, and several investors vetoed that transformational deal as
they did not want to take the risk and/or dilution involved in a sizeable acquisition. Approximately
nine months later, management and Kenner proposed to the board to buy out the investors who
wanted liquidity (~85% of existing ownership) and approached Partners Group to lead the
recapitalization and support the future growth of the business.
Page 67
Investment criteria
M arket leading:only major global player Value-add opportunities:plant-floor and IT

optimization
Growth potential:strong end market growth Control investment:60%ownership
High margins:~20%EBITDA margin Reasonable valuation:8.6x LTM EBITDA
High cash generation:54% cash conversion Sustainable capital structure:5.4x net debt
• Compelling value proposition: Die casted solutions with soft metals (such as zinc and
aluminum) can often provide up to 10:1 cost savings advantage over hard metal-machined
pieces. Form’s cost-efficient manufacturing processes are characterized by high-volume,
complex geometries, tight dimensional tolerances and consistent repeatability. The company
provides critical components that are low cost relative to the overall end-use system but enable
proper functioning of end-user applications.
• Focused niche market position with proprietary technology: Form is part of the larger die
casting industry, but has carved out its own market niche through the use of proprietary multi-
slide die casting manufacturing technology and highly specialized processes. Competition lacks
the expertise for small-sized precision engineering.
• Strong diversified customer profile: Form has ~2,000 global customers with more than 50 of
these customers each generating annual sales in excess of USD 1.5m and has an average
relationship tenure of 19 years across the top 10 Form customers.
• Strong profit margin and cash conversion profile: Steady 18-19% EBITDA margins for last
four years with firm-wide culture geared toward EBITDA and cash generation.
• Numerous growth avenues: Primary end-market segments experiencing growth rates of 5-
17% per annum. Recent acquisition of Kinetics accelerates growth in the fast growing metal
injection molding market. Additionally, several other M&A opportunities have been identified to
accelerate entry into complementary and adjacent high-growth markets.
• Strategic global platform: 23 locations in 16 countries across Europe, North America, and Asia
with continued global expansion.
• Platform expansion: Leverage Form’s customer base and expertise to expand into adjacent
product areas organically or through acquisitions.
• Inorganic growth: Completion of three add-on acquisitions to the Dynacast primary die casting
business around the globe.
• Economies of scale: The addition of investment casting capabilities through the acquisition of
Signicast in March 2017; both businesses now fall under the Form umbrella brand, with a strong
pipeline of additional opportunities.
• Efficiency gains: Pursue plant floor and global plant footprint improvements through identified
opportunities to further reduce labor, improve quality/scrap cost and balance capacity needs via
process re-design/automation.
Page 68
Value creation levers at Form Technologies
10%
0%
10%
100%
80%

expansion
Note: Value creation represents forecasted value creation drivers from Partners Group entry in January 2015 to forecasted exit in
December 2021.
The investment’s unrealized value was EUR 312.9m, or 1.6x cost, as of 31 March 2018. Partners
Group continues to work with management to execute on the value creation initiatives. An exit is
expected to come from a sale to a financial sponsor or strategic buyer, or from an IPO by 2021.
Page 69
8. GUARDIAN EARLY LEARNING
LOCATION Sydney, Australia PG INVESTMENT USD 234m

SECTOR Education MULTIPLE OF COST 1.2x
ENTRY March 2016 GROSS IRR n.a.
EXIT n.a. TYPE Lead
Company description
Guardian Early Learning (“Guardian”) is Australia’s third largest for-profit operator of childcare
centers, providing day care and early learning to children across over 100 childcare centers.
Deal origination
Partners Group invested in Guardian on a lead basis. Although Partners Group was unsuccessful in
acquiring the asset in 2013, it has continued to track it ever since. Navis Capital, an Asia-focused
mid-market buyout firm, acquired the business then. When Navis Capital decided to exit, they ran a
limited auction process in which they invited select qualified bidders. Through Partners Group’s
previous investments in the early childcare sector such as KinderCare in the US or Busy Bees in the
UK, the existing relationship with the sellers and direct engagement with the CEO and founder of
Guardian, management recommended Partners Group as their preferred partner.
Investment criteria
M arket leading:#1 in corporate space Value-add opportunities:significant sector exp.
Growth potential:greenfield and acquisition Control investment:Significant mgmt. invest.
High margins:29%EBITDA margin Reasonable valuation:10.9xLTM EBITDA
High cash generation:70%cash conversion Sustainable capital structure:3.6x net debt
Page 70
• Attractive market dynamics: The childcare industry in Australia is forecast to grow at a 6.1%
CAGR during the investment hold period, supported by a favorable government funding
environment whereby funding to the sector is forecast to grow at >10% CAGR to 2021.
• Roll-up opportunity in a highly fragmented industry: The market in Australia is highly
fragmented and comprises approximately 6,600 long day care centers predominantly owned by
small (private) operators and not-for-profits. Guardian has in-house capabilities to source,
diligence, execute and integrate centers.
• High performing, well-run platform with a premium offering: The existing portfolio of centers
benchmarked favorably compared to its competitors. Guardian operates at approximately 90%+
average occupancy – materially higher than its peers – and a higher weekly average fee and
margins.
• Tangible and attractive greenfield pipeline: The company has built a greenfield development
capability resulting in a tangible and attractive pipeline of 16 new sites in both community and
corporate segments. Due to Guardian’s increasing reputation as a high-quality childcare
provider, several property developers are now even willing to fund the development cost of
Guardian centers in order to enhance the appeal of their property development.
• Inorganic and organic expansion: Growth of the center network including the acquisition of 13
operational childcare centers and the successful launch of 13 new greenfield centers.
• Broadening of offering: Expanded service offering into vacation care program.
• Strengthening management: Deepening of the management team with new hires for CFO,
CMO, CHRO.
• Improving efficiency: Implementation of balanced scorecard across all centers to improve
efficiency and allow for benchmarking.
• Expanding online and mobile services: Digitalization of marketing strategy to improve
customer experience.
Value creation levers at Guardian
(4%)
(44%)
6%
143%
100%

leverage expansion
Note: Value creation represents forecasted value creation drivers from Partners Group entry in March 2016 to forecasted exit in June
2021.
Page 71
The investment’s unrealized value was AUD 366.8m, or 1.2x cost, as of 31 December 2017. Partners
Group continues to work with management to execute on the value creation initiatives. While early
in the investment lifecycle, the likely eventual exit options are either an IPO on the Australian stock
exchange or a sale to another financial sponsor by 2021.
Page 72
9. CERBA HEALTHCARE
LOCATION Paris, France PG INVESTMENT USD 520m

SECTOR Healthcare MULTIPLE OF COST 1.2x
ENTRY April 2017 GROSS IRR n.a.
EXIT n.a. TYPE Lead
Company description
Cerba Healthcare (“Cerba”) is a European clinical pathology laboratory, providing routine and
specialized clinical laboratory testing services primarily in France, Belgium, Luxembourg and Italy,
and supporting pharmaceutical and biotechnology companies worldwide in the clinical trial phase of
their drug development processes.
Deal origination
Partners Group invested in Cerba on a lead basis. Partners Group formed an early conviction on the
asset and developed a strong relationship with the management of Cerba ahead of a sale process.
When incumbent shareholder PAI mandated JP Morgan and Natixis to run a sale process in late
2016, Partners Group was already in a position to partner with management and minority investor
PSP Investments to consummate a transaction in a shorter timeframe than competition.
Investment criteria
Marketleader:M arket leadingpositioninFranceintwocoresegments

Value-add
of Routineopportunities:Further
and development ofadjacent segments,accelera
Specialty strategy
Growthpotential:Robust acquisitionpipelineinFranceand Control investment: Strong governance rights on key
internationally decisions
High margin:Industry leading EBITDA margin of ~22% Reasonable valuation: 11.9x EBITDA, in line with
comparable transactions
High cash generation:~80% cash conversion Sustainable capital structure:Covenant-lite structure,
with discretionary debt available to fund acquisitions
Page 73
• Resilient market: Strong underlying sociodemographic and healthcare trends supporting

resilient volume growth.
• Strong market positioning: Market leading position in France in two main segments of Routine
and Specialty, with industrialized processes and optimized logistics.
• Growth potential: Robust acquisition pipeline in the highly fragmented French market and
international M&A expansion opportunities; further development potential into adjacent
segments, acceleration of retail strategy.
• Management team: Top-notch leadership team, highly respected throughout the industry.
• High margin and cash generation: Industry-leading EBITDA margin of ~22% and ~80% cash
conversion.
• Inorganic growth: Acceleration of consolidation in the highly fragmented French market and
expansion into new countries and regions.
• 20+ add-on acquisitions made in 2017, realized at attractive post-synergy acquisition multiples.
• Entry into Italy with two significant acquisitions made in 2017 to replicate the French model
and build out a consolidation platform.
• Organic growth: Deployment of a retail strategy of collection centers in France.
• Ongoing projects include collection centers relocations and renovations, introduction of new
products and digital tools to foster customer retention.
• B2B strategy and new growth avenues: Gain market share in the attractive private hospital
and retirement home segments and develop offering in adjacent segments.
• Recent acquisition of Abcos, which provides borrower and expatriate health assessment on
behalf of insurance companies.
• Projects under ongoing evaluation include veterinary testing and well-being.
• Cost efficiency: Optimize costs with further industrialization, continuous renegotiations of
reagent costs and the accretive integration of acquisitions.
• Ongoing projects include reduction of number of technical platforms, sample collection logistics
optimization and acquisition synergies realization.
Value creation levers at Cerba
(10%)
(9%)
(5%)
124%
100%
Revenue growth Margin Deleveraging Multiple Total Value

expansion contraction
Note: Value creation represents forecasted value creation from Partners Group’s entry in April 2017 to forecasted exit in December
2021.
Page 74
The investment is valued at 1.2x given the recent nature of the investment, as of 30 June 2018.
Partners Group continues to work with management to execute on the value creation initiatives. Exit
is expected to come from an IPO or from a sale to a financial sponsor by 2021.
Page 75
10.CIVICA
LOCATION London, UK PG INVESTMENT USD 730m

SECTOR Software MULTIPLE OF COST 1.0x
ENTRY October 2017 GROSS IRR n.a.
EXIT n.a. TYPE Lead
Company description
Civica is a leading UK-based provider of business-critical software, digital solutions and outsourcing
services to both public sector organizations and commercial organizations in regulated sectors.
Founded in 2002 and headquartered in London, the company has a highly diversified customer base,
including local and central governments, healthcare providers, housing associations, schools, and
police services. Civica’s software and services support functions range from tax and benefits
processing to medical records management and are used by over two million professionals every
day. The company serves over 2,000 customers in ten countries and employs more than 3,700
employees across offices in the UK and Ireland, Australia, Singapore, India and North America.
Deal origination
Partners Group invested in Civica on a lead basis. Through Partners Group’s role as a lender to
Civica, we established close relationships with both Civica’s management team as well as with its
previous owner, a pension fund, in a proprietary situation. However, due to strong inbound interest,
the previous owner mandated Goldman Sachs to run a sale process. Our strong relationships with
management and the seller, as well as our level of preparedness with significant work done well
ahead of the process, put Partners Group in a position to pre-emptively sign Civica in July 2017,
considerably ahead of the official process final bid deadline. Following a customary antitrust filing
period, Partners Group completed the investment in Civica in October 2017.
Page 76
Investment criteria
1 Based on GBP 76.4m 2017E Adjusted EBITDA (FYE September).
• Outstanding financial performance through various economic cycles: Civica has achieved
revenue growth of 9% (2007-2016 CAGR) and EBITDA growth of 12% (2007-2016 CAGR) with
revenue and EBITDA growth in every year.
• Highly diversified customer base with low churn: Civica counts more than 2,000 customers
and more than 4,000 buying points with 98% customer retention. Top 15 customers account only
for ~10% of net revenue in critical software.
• High degree of recurring revenues: ~50% of revenues are contractually recurring and an
additional approximately 40% are generally re-occurring (i.e. ~90% recurring/re-occurring
revenue).
• Leading and defensible market position in niche markets characterized by high barriers
to entry: The company holds #1 positions in many of Civica’s main markets. Domain expertise,
technical knowledge, high degree of risk aversion and high switching costs create high barriers
to entry.
• Attractive organic and inorganic growth avenues. Organic and inorganic avenues for growth
driven by clients’ needs to save costs via automation of processes whilst raising service
standards.
• Increase revenue growth: Continued cross- and up-selling of additional modules/upgrades to

existing customers (some of which are required by law following regulatory changes).
• Expand customer base: New customer wins through continued product innovation.
• Profit from digitization: Increasing share of wallet at existing customers via additional digital
and outsourcing services.
• Pursue M&A opportunities: Selected acquisitions of complementary businesses in existing and
adjacent sectors.
• Prioritize international expansion: Acceleration of international growth, in particular in
Australia/New Zealand.
• Strengthen R&D: Continued buildup of the development team in India, increasing productivity
(e.g. more systematic resource allocation), and consolidating support functions.
• Invest into IT backbone: Reinforcement of the company’s cyber security framework.
Page 77
Value creation levers at Civica
2%
30% (34%)
102% 100%

contraction
Note: Value creation represents forecasted value creation drivers from Partners Group entry in October 2017 to forecasted exit in
September 2022.
The investment’s unrealized value was GBP 550m, or 1.0x cost, as of 31 March 2018. Partners
Group is working closely with Civica’s management team to implement and execute on the value
creation initiatives. At projected exit in 2022, Civica is expected to be an attractive business for both
public market investors (i.e., IPO) and private buyers.
Page 78
11.USIC
LOCATION Indianapolis, IN, US PG INVESTMENT USD 920m

MULTIPLE OF
BusinessServicesNovember
SECTOR 1.0x
COST
ENTRY 2017 GROSS IRR n.a.
EXIT n.a. TYPE Lead
Company description
United States Infrastructure Corporation (“USIC”) is a provider of outsourced “utility locate” services,
which consist of locating, identifying and marking sub-surface utility infrastructure such as pipes,
cables, fiber and conduit for utility customers. USIC currently serves ~1,000 customers across six
utility end markets – cable, telecom, electric, gas, water and sewer – under ~1,200 contracts. USIC
serves its customers through a workforce of ~7,500 locate technicians who drive ~150 million miles
and perform 76 million locates per year.
Deal origination
Partners Group invested in USIC on a lead basis. The private equity directs investment team had
tracked the asset for some time following the previous owner’s acquisition in 2014. After a successful
hold period in which the business had made impressive strides in organic and acquisition-led growth,
the previous sponsor Leonard Green Partners approached Deutsche Bank to run an auction process.
Partners Group had built a strong relationship with the owners and management of USIC, and was
able to leverage its position to win in a competitive auction.
Investment criteria
Page 79
• Market-leading position: USIC is the number one provider of utility locating services in the 811
and private locate markets. By calling 811 from anywhere in the US, utilities who have potential
facilities in the area of a dig site will be notified about the intent to dig and send a locator such
as USIC to mark the approximate location of underground utility lines. USIC is ten times larger
than its closest competitor with a wide competitive moat and economies of scale. USIC’s leading
route density confers significant cost-side competitive advantages, which allow the company to
deliver substantial value and cost savings to its customers.
• Financial profile: USIC has an attractive financial profile with minimal capex and working capital
requirements. Unlevered free-cash-flow conversion is 87% and EBITDA margins are 16%, and
the business has grown organically at 5%-7% per annum.
• Long-standing customer relationships: Approximately 95% of revenue is generated from
customers with which USIC has relationships spanning over ten years. Average tenure of top ten
customers is 17 years.
• Franchise leader with stable performance through cycles: Financial performance during past
economic downturns has been resilient. Thanks to revenues tied to maintenance activities and
continued outsourcing gains, EBITDA was stable during the recession that began in 2008.
• Strong management team: Management has deep expertise in route-based services. The team
has continued to introduce technology and industry best practices to meet and exceed
operational targets in productivity, safety and quality.
• Attractive M&A opportunities: Opportunities exist to complete roll-up acquisitions at highly
accretive multiples. USIC can continue to serve as a platform for consolidation in its main 811
market and pursue opportunities in the adjacent and fragmented private locate market.
• Increase revenue growth: Invest in sales force to capture smaller customers, improve density
in existing regions and increase customer outsourcing, build scale via M&A in lower density
regions, improve pricing discipline.
• Develop mixed capabilities: Build out dedicated M&A team to acquire small private locating
businesses at highly accretive multiples of 5-6x.
• Improve IT infrastructure: Invest in IT infrastructure to provide better data analytics in route
management, headcount management, workload and queue balancing.
Page 80
Value creation levers at USIC
16%
(31%)
16%
99% 100%

contraction
Note: Value creation represents forecasted value creation drivers from Partners Group entry in November 2017 to projected exit in
2022.
Partners Group has only recently closed the investment and therefore holds the investment at cost.
Page 81
11. Summary of principal terms

The following provides a general overview of the structure and principal features of the Fund. It
should be read in conjunction with, and is qualified in its entirety by the articles of association of the
Fund (the “Articles”). The Articles are available at the Fund's registered office upon request and are
an integral part of this offering. In the event that the terms described herein are inconsistent with or
contrary to the terms of the Articles, the terms of the Articles shall prevail.
The Fund Partners Group Direct Equity 2019 (EUR) S.C.A., SICAV-RAIF has been
established on 19 June 2018 as a closed-ended investment company
withvariablecapital–reservedalternativeundertheformofasociétéencommanditeparactio
CSSF.
TheArticlesareonfilewiththeRegistredeCommerceetdesSociétésofLuxembourgandwer
B225565.
TheminimumsubscribedcapitaloftheFundisEUR1,250,000oritsequivalentinanothercurr
Law.
AsanS.C.A.,theFundhastwoclassesofshareholders,collectivelyreferencedhereinasthe
“Shareholders”:
(i) Managing shareholder (associé-gérant-commandité), who is jointly

andseverallyliableforanyobligationsthatcannotbemetoutoftheassetsoftheFund(th
and
(ii) Limited shareholders (associés commanditaires) whose liability is

limited to the amount of their investment in the Fund (the “Ordinary
Shareholders”). The Fund may have an unlimited number of Ordinary
Shareholders.
Fund Structure and
Capital Accordingly, the Fund will issue two classes of shares (the “Shares”):
(i) a class for the General Partner (the “General Partner Shares”); and
(ii) a class for the Ordinary Shareholders (the “Ordinary Shares”).
GeneralPartnerSharesshallgenerallybeissuedtotheGeneralPartnerforasubscriptionpric
Currency.
Page 82
Ordinary Shares shall generally be issued to Ordinary Shareholders for

a subscription price of one thousand (1,000) in Fund Currency.
Shares will be issued subject to full payment of the respective

subscription price generally in the amounts indicated above. Shares will
be available in book-entry form, and no certificates will be issued.
The share capital of the Fund shall be represented by Shares without

nominal value and shall at all times be equal to the Fund's total net
assets.
The base currency of the Fund is the Euro (the “Fund Currency”) and the
financial statements of the Fund will be presented in Fund Currency.
Listing The General Partner anticipates to list the Ordinary Shares on the
EuroMTFoftheLuxembourgStockExchange.Applicationhasbeenmadeforthelistingonth
Shares.
Shares may not be redeemed at the request of the Shareholders.
Redemption of InaccordancewithArticle18oftheArticles,aredemptionofSharesatthediscretionoftheGen
Shares possible:
(i) in respect of the Shares issued in connection with the incorporation

of the Fund;
(ii) for the purpose of temporarily returning to Investors a portion of the

unused capital paid in connection with any Share Offering or
Drawdown;
(iii) for the purpose of distributing proceeds from the Investments;
(iv) in the situations detailed in Article 10 (d) of the Articles.
PartnersGroup(Luxembourg)S.A.(the“Manager”),beingtheauthorizedalternativeinvestm
AIFMD.
Manager
PartnersGroup(Luxembourg)S.A.hasdelegatedtheportfoliomanagementfunctionoftheF
re-investmentoftheassetsoftheFund,asthePortfolioManagerdeemsappropriate,always
Memorandum.
Page 83
Pursuant to section 'General Partner of the Fund' of this Memorandum

the General Partner retains full discretion in appointing a new AIFM in
replacement of the Manager.
General Partner The General Partner of the Fund is Partners Group Management I S.à r.l.
Domiciliary Agent The domiciliary agent of the Fund is Partners Group (Luxembourg) S.A.
(the “Domiciliary Agent”). The General Partner or Manager, as
applicable, may, at any time, appoint a new domiciliary agent and retains
full discretion to appoint an Affiliate to perform such function (a
"Domiciliary Agent Replacement"). Investors will be notified of the
entering into effect of any such Domiciliary Agent Replacement, but this
Memorandum will not be updated solely for the purpose of reflecting a
Domiciliary Agent Replacement.
Affiliate (1) if the person concerned is a corporate body:

a. the holding company of such person or a subsidiary of such
person or a subsidiary of any such holding company or any
company which controls, directly or indirectly through one or
more intermediate companies, such person;
b. any other body corporate in which the person holds directly or
indirectly 50 per cent. or more of any class of equity share
capital;
(2) if the person concerned is a limited liability partnership:

a. any subsidiary of such person;
b. any other corporate body in which the person holds directly or
capital;
(3) if the person concerned is a limited partnership:

a. the general partner of such person; and
b. if the general partner of such person is a corporate body, any
person who is an Affiliate of the general partner within the
meaning of (a) above; or
(4) if the person concerned is an individual, trust or other unincorporated

body:
a. any corporate body in which the person holds directly or
capital; or
b. the spouse of such person;
provided that any Investment shall not be deemed to be an Affiliate of

the General Partner in the Fund by reason only of the Fund owning such
Investment.
Commitments Investors in the Fund (the “Investor/s”) will irrevocably undertake to make
Contributions to the Fund in a certain amount (each a “Commitment”).
Commitments will be payable in installments as described below under

“Drawdowns”.
Page 84
Minimum InvestorsaresubjecttoaminimumCommitmentof10,000,000inFundCurrencyorsuchlowe
manager.
Commitment
Investment Objective The Fund’s investment objective is to achieve attractive risk-adjusted
assurance that the Fund will achieve its investment objective.

returns on a diversified portfolio of investments. There can be no
Investment Strategy TheFund’sinvestmentstrategyistomakeleadandjoint-leadinvestmentsinthosecompanies
and/orrelatedinvestmentsinselectcompanies(eachan“Investment”andcollectively,the
“Investments”).
TheManagerwillselectInvestmentsinitssolediscretion,basedonitsanalysisoftherelevant
opportunity.
MoniesheldbytheFundinreserveorpriortodistributiontoShareholdersmaybeheldinbanka
high-quality,short-termdebtinstruments,cashandcashequivalents,andmoneymarketmu
Investments”).
TheFundissubjecttoandwillconductitsinvestmentoperationsincompliancewiththefollowi
restrictions:
iple not investInvestment

more than 30% of its net assets or aggregate Commitments in securities or other instruments of
Restrictions the
same kind issued by the same issuer.
This restriction does not apply:
the OECD, or by its local authorities or by supranational institutions and bodies of a European, regional or
worldwide
nature;
ments in target investment funds which are subject to risk diversification requirements at least similar to those
provided
for in relation to investment funds ruled by the Law.
Fortheapplicationofthisrestriction,eachcompartmentofatargetissuerwithanumbrellastru
ensured.
n principle not hold short positions equivalent to more than 30% of its net assets or aggregate Commitments on
securities
of the same kind issued by the same issuer.
t be observed through an appropriate diversification of the underlying assets. To the same extent,
the
Page 85
counterparty risk in an over-the-counter operation must, if necessary,

be limited by taking into consideration the quality and the qualification
of such counterparty.
(4) The Fund may provide security over some or all of its assets for
liabilities of the Fund and any of its subsidiaries and may provide
guarantees.
(5) No single Investment shall exceed the greater of (i) 20% of aggregate
Commitments; or (ii) 300 million in the Fund Currency.
The Fund will have up to 12 months from the final Share Offering to
comply with the above diversification restrictions.
Financing The Manager may cause the Fund to seek financing in any form to the
extent the limits as set forth hereafter and generally in this Memorandum
are observed.
i. Subject to section ii. below, the Manager shall not cause the Fund
to undertake financing (at any one time) in an amount which
exceeds the higher of (i) 10% of the aggregate Commitments; or
(ii) the lesser of 25% of the aggregate Commitments and 100%
of Remaining Commitments, unless otherwise unanimously
approved by the Advisory Board; provided that prior to the final
Share Offering, the Fund may seek financing in any form (at any
one time) up to the higher of (i) 375 million in the Fund Currency,
or (ii) 100% of Remaining Commitments.
ii. If there are Shareholders who are subject to the German

Insurance Supervisory Act provisions, directly or indirectly by way
of reference, then the Manager shall not, after the final Share
Offering, cause the Fund to undertake any financing except for
short term financing (i.e. up to one year) in an amount that
exceeds 10% of the Net Asset Value (as defined below) of the
Fund.
For the avoidance of doubt, the General Partner, on behalf of the Fund,
may grant security by way of mortgage, charge, pledge, assignment of a
security interest or otherwise in all or any of its assets including by way
of granting security over the Fund’s right to receive Remaining
Commitments (including for the avoidance of doubt any of the claims) to
secure the obligations of the Fund towards its Investors or third parties
each time to the fullest extent permitted by the Law and within the
limitations set forth in the Articles and this Memorandum.
“Remaining Commitments” shall mean the excess of (i) an Investor’s

Commitment over (ii) the aggregate amount of such Investor’s
Contributions (net of Contributions refunded pursuant to Article 16(b) of
the Articles).
The Manager will calculate the exposure of the Fund in accordance with
the gross and commitment methods of calculating exposure and will
regularly disclose such exposure to Shareholders in the audited annual
reports.
Page 86
The Manager, on behalf of the Fund, may borrow cash on a temporary

basis and for cash management purposes only.
Investment Period The Manager may make Investments until the last day in the calendar
quarter in which the 4th anniversary of the final Share Offering occurs
(the “Investment Period”). The General Partner may extend the
Investment Period for an additional 12 months period if it determines that
such extension would be in the best interest of the Fund. The Manager
may retain and re-invest proceeds distributable to the Investors (i) in
existing or new Investments during the Investment Period, and (ii) in any
existing Investments after the Investment Period.
Advisory Board Following the final Share Offering, an advisory board shall be established
for the Fund and, as the case may be, any Parallel Vehicles or Feeder
Vehicles (the “Advisory Board”). The General Partner may, at is sole
discretion, designate Investors that have the right to appoint one or more
members of the Advisory Board, provided that no such member shall be
an Affiliate of the General Partner unless otherwise approved by the
independent Advisory Board members. The composition of the Advisory
Board will be determined within a reasonable time following the final
Share Offering. Matters that would be referred to the Advisory Board
prior to the final Share Offering shall be resolved by the General Partner
acting in good faith. The General Partner shall designate one of its
representatives as a secretary for the Advisory Board (the “Advisory
Board Secretary”), and may invite professionals that are not Investors to
participate in the Advisory Board meetings as it deems appropriate,
provided that no such person shall have voting rights with respect to any
matters required to be decided upon by the Advisory Board. The General
Partner may remove or replace members representing Investors of the
Advisory Board at any time. The General Partner shall promptly remove
any member that represents a Defaulting Investor.
The Advisory Board shall meet annually and at such other times as the
General Partner may call, or the Advisory Board may request.
Meetings shall be held at the offices of the Manager, by telephone or at

such other location as may be designated. Meetings may be attended
either in-person or by telephone. Members of the Advisory Board shall
be given 10 days’ prior notice of any in-person meeting and five days’
prior notice of any meeting other than an in-person meeting. All meetings
of the Advisory Board shall be conducted in accordance with rules of
conduct established by the Advisory Board Secretary, which shall be
provided to the members of the Advisory Board 10 days’ prior to the first
Advisory Board meeting.
The requirement for the Advisory Board to meet annually may be waived
in respect of a particular year with the written consent of the General
Partner and a majority of Advisory Board members then holding office.
The functions of the Advisory Board shall be: (i) to advise the Manager
and the General Partner in respect of any questions relating to any
potential or actual conflicts of interest; (ii) to advise the Manager with
respect to the replacement of Key Personnel, in which case the Manager
Page 87
will amend “The List of Key Personnel” under the section “Manager of
the Fund” accordingly and promptly inform the Investors of such
replacement; (iii) review any proposed extension of the Term in
accordance with this Memorandum; and (iv) such other functions as may
be provided for in this Memorandum.
All actions taken by the Advisory Board shall be authorized by a majority

of the Advisory Board members then holding office, unless otherwise
provided in this Memorandum. Where a conflict of interest exists
between the Fund and any Parallel Vehicle, the General Partner, after
consultation with the Advisory Board, shall determine the manner in
which such conflict shall be resolved and such resolution by the General
Partner shall be deemed to be the recommendation of the Advisory
Board for the purpose of the "Conflicts of Interest" provision in this
section. Notwithstanding the foregoing, the Advisory Board shall not do
anything in relation to the Fund (or be empowered to do anything) by
virtue of the powers granted to it under this section which would cause
any Investor to participate in the management of, or the conduct of the
business of, the Fund. The opinions or recommendations of the Advisory
Board shall in no way be binding on the Manager or the General Partner.
The members of the Advisory Board shall act reasonably and in good
faith in carrying out their functions for the Fund. No member of the
Advisory Board shall be liable to the Fund or any Partner for any act or
omission taken or suffered, except for such acts or omissions that are
judicially determined to be attributable to such member's willful
misconduct or bad faith. Each Advisory Board member shall be fully
indemnified by the Fund (solely in relation to its activities as an Advisory
Board member), to the fullest extent permitted by law, for any damages
incurred in the performance of such function, except to the extent that
such damages are judicially determined to be attributable to such
member's willful misconduct or bad faith. Notwithstanding anything to the
contrary contained in this Memorandum, a member of the Advisory
Board shall not constitute a manager of the Fund by agreement, personal
bar, estoppel, as a result of performance of its duties, or otherwise, and
none of the actions taken by the Advisory Board, any member of the
Advisory Board or the Investors hereunder shall constitute participation
in the management or conduct of the business of the Fund within the
meaning of the 1915 Law.
The Fund shall reimburse each member of the Advisory Board for all
reasonable out-of-pocket expenses incurred in attending Advisory Board
meetings.
The Advisory Board has the right to appoint separate counsel, which is
independent from the Manager and the General Partner, to assist in the
execution of the Advisory Board's duties and functions. The Fund shall
bear the costs of such counsel.
After the final Share Offering, a list of the Advisory Board members shall
be made available to any Investor upon written request to the General
Partner.
Page 88
Parallel Vehicle To accommodate certain investors, the General Partner or its Affiliates
mayestablishotherinvestmentvehiclesforthepurposeofinvestingalongsidetheFundinInve
Vehicle(s)willacquire(providedthatsuchParallelVehiclehashelditsinitialShareOfferingpr
pro-ratabasis,takingintoconsiderationtheprevailingandexpectedaggregateCommitmen
Vehicle(s)atthetimetherelevantInvestmentismade,unlesstheGeneralPartnerreasonabl
Vehicle(s)atitsreasonablediscretiontomaintainasubstantiallyproportionateownership,an
pro-ratainaccordancewiththeirrespectiveContributionsrelatingtothetransferred
Investment(s),andeachShareholder’sportionofanysuchrefundsshallbeaddedtoitsRema
Fund.
AnyPartnersGroupmanagedvehiclethroughwhichInvestorsmayparticipateintheFundor
Vehicles.
Anyinvestmentvehicleorganized,managed,sponsoredorcontrolledbytheGeneralPartner
Affiliates.
Feeder Vehicle
Partners Group
Vehicle
Hedging The Manager may, where considered appropriate, engage in

transactions intended to reduce foreign currency and interest rate risks.
Interest “Interest” means the Investor’s interest in the Fund being its rights and
obligations in connection with any Ordinary Shares held and its related
Remaining Commitment.
Eligible Investors An Interest in the Fund will be offered only to and Ordinary Shares can
only be acquired by “Eligible Investors” in accordance with Article 2 of
the Law, which are those investors who qualify either as (i) professional
or institutional investors, (ii) other investors who confirm in writing that
they adhere to the status of well-informed investors within the meaning
of the Law and who either (a) invest or are committed to invest a
minimum of EUR 125,000 in the Fund or (b) have been subject to an
assessment made by a credit institution within the meaning of Directive
2013/36/EU, by an investment firm within the meaning of Directive
2004/39/EC or by a management company within the meaning of
Directive 2009/65/EC or by an authorized alternative investment fund
manager within the meaning of AIFMD certifying such investor’s
expertise, experience and knowledge in adequately appraising an
Page 89
investment in the Fund, or (iii) a person involved in the management of

the Fund.
If the Fund determines that an Investor is not or no longer an Eligible

Investor, or if the Investor is in breach of its obligations, representations
or warranties, or fails to make such representations or warranties or fails
to deliver information (for example as required under the US Foreign
Account Tax Compliance Act of 2010 or similar law) as the General
Partner may require, the General Partner may: A) require/cause such
Investor or Ordinary Shareholder to sell all or part of its /Ordinary Shares
in the Fund in accordance with Article 10 of the Articles or B) redeem
Ordinary Shares from such Investor in accordance with Article 18 of the
Articles or C) reduce or transfer the Remaining Commitment of such
Investor.
The Registrar and Transfer Agent, supported by one or more service

providers as the case may be, will verify that each Investor is an Eligible
Investor.
The Shares in the Fund will not be offered to US persons.
Investors may be asked to produce additional documents for verification

of their identity before acceptance of their applications. The General
Partner reserves the right to reject any application in whole or in part.
Nominees In certain instances Investors may be permitted to acquire Shares in the

Fund through a nominee. Any such Investor must qualify as Eligible
Investorwhichwillbeverifiedbythenominee.Thenomineemaylevyadditionaladministratio
charges.
Partners Group AnyfundsandseparateaccountsestablishedanddiscretionarilymanagedbytheGeneralP

Clients Affiliates.
Co-investor Any Investor other than a Partners Group Client, including existing
Investors,whichisofferedaco-investmentopportunitybytheManageroritsAffiliatestoinves
Fund.
General Partner’s TheGeneralPartneroroneofitsAffiliatesshallonthefinalShareOfferingatthelatestmakeaC

and/orregulatoryauthority.Fortheavoidanceofdoubt,CommitmentsfromInvestorswhichh
Commitment
persons.
InrespectofitsCommitmentonly(butwithoutlimitingitsrights,dutiesandobligationsasthege
Partner
Page 90
or one its Affiliates shall have all the rights and obligations of an Ordinary
Shareholder under this Memorandum, the Law and any other applicable
laws.
Share Offerings The General Partner may, in its sole discretion, determine the dates of
the share offerings of the Fund on which Commitments shall be accepted
from existing or new Investors (each a “Share Offering”). Share Offerings
may take place over a period of eighteen months following the initial
Share Offering, provided that the General Partner may extend the Share
Offering period up to 12 months in its sole discretion. The initial Share
Offering has taken place in the first half of 2019.
No preferential subscription rights are granted in relation to subsequent

Share Offerings.
Additional Investors The Fund may, in the General Partner’s sole discretion, admit additional
Investors up to the date of the final Share Offering.
Each Investor admitted to the Fund subsequent to the initial Share

Offering (each an “Additional Investor”) shall be required upon
admission to contribute to the Fund:
• its pro-rata share of the Contributions of the previously admitted

Investors, which have been made and not returned to them, other
than Contributions made and used to fund the payment of the
Management Fee, together with an amount calculated as interest
thereon at a rate per annum equal to the Reference Rate plus 250
basis points from the dates the relevant Contributions were due to
the date of the relevant Share Offering; and
• an amount equal to the Management Fee that would have been

previously paid with respect to such Additional Investor’s
Commitment or (if such Additional Investor is increasing its
Commitment) with respect to the amount of the increase of such
Additional Investor’s Commitment, if such Additional Investor had
been admitted to the Fund or had increased its Commitment on the
date of the initial Share Offering, together with an amount calculated
as interest thereon at a rate per annum equal to the Reference Rate
plus 250 basis points from the dates the relevant Contributions were
due to the date of the relevant Share Offering.
"Reference Rate" shall mean the average quarter-end rates of 3-month

term deposits in the Fund Currency as fixed by the ICE Benchmark
Administration (or any other entity which takes over the administration of
that rate), or as published by another recognized financial reporting
service, for the given period; provided that a minimum quarter-end rate
of 200 basis points per annum shall always be applied where any given
quarter-end rate is below such amount.
Amounts so contributed to the Fund by an Additional Investor shall be

distributed to existing Shareholders of the Fund on a pro-rata basis,
except for fees and other amounts payable to the General Partner of the
Fund and any interest accrued on such amounts.
Page 91
Investors may also be required, at the discretion of the General Partner,

to contribute an additional amount to compensate Investors previously
admitted in the Fund for any increase in the value of the Investments
prior to the relevant Share Offering.
Term The Fund, unless dissolved earlier or terminated as provided for in the
Articles, will be dissolved following the last day of the calendar quarter in
which the 10th anniversary of the final Share Offering occurs, provided
that General Partner may extend such term for up to (i) two successive
one-year periods in the General Partner's discretion and (ii) an additional
period of one year with the prior approval of the Advisory Board, in each
case with notice by the General Partner to the Ordinary Shareholders.
Liquidation The Fund may, at any time, be liquidated by a resolution of the general
meeting of Shareholders taken in accordance with the Articles. The
General Partner may propose at any time to the Shareholders to liquidate
the Fund.
Whenever the capital falls below two thirds of the minimum capital as
provided by the Law, the General Partner must submit the question of
the dissolution of the Fund to the general meeting of Shareholders. The
general meeting of Shareholders, for which no quorum shall be required,
shall decide by simple majority of the votes of the Ordinary Shares
present and represented at the meeting.
The question of the dissolution of the Fund must also be referred to the
general meeting of Shareholders whenever the capital falls below one
quarter of the minimum capital. In such event, the general meeting of
Shareholders shall be held without quorum requirements, and the
dissolution may be decided by the Ordinary Shareholders holding one
quarter of the votes present and represented at that meeting.
The meeting must be convened so that it is held within a period of 40

days from when it is ascertained that the net assets of the Fund have
fallen below two thirds or one quarter of the legal minimum as the case
may be.
The liquidation of the Fund will be conducted by one or more liquidators,

who may be individuals or legal entities and who will be appointed by a
meeting of Shareholders. This meeting will determine their powers and
compensation.
Any voluntary or compulsory liquidation of the Fund shall be carried out

in accordance with the provisions of the Law, the 1915 Law and the
Articles which specify the steps to be taken to enable Shareholders to
participate in the distribution of the liquidation proceeds. In the event that
distributions cannot be made to Shareholders at the closure of
liquidation, the assets will be deposited in escrow with the Caisse de
Consignation to be held for the benefit of the relevant Shareholders.
Amounts not claimed from escrow within the relevant prescription period
will be liable to be forfeited in accordance with the provisions of
Luxembourg law.
Page 92
Drawdowns The Commitment made by each Investor will be payable in installments

by contributing such amount from time to time as the General Partner
may determine (each, a “Contribution”). Prior to each Contribution,
Investors will receive a notice advising them of the portion of their
Commitments required to be contributed to the Fund and the
corresponding number of Shares to be subscribed, where upon such
amount shall be payable within 10 calendar days, in the Fund Currency,
and the relevant number of Shares shall be issued to the Investors (each
such event of drawing down capital being a “Drawdown”).
The Fund may fully or partially return to Investors any unused amounts
paid in connection with the subscription of Shares, provided that such
returned amounts increase the Remaining Commitment of Investors and
hence may be recallable at times and under the conditions determined
by the General Partner, where any recall of such amounts will be treated
as a Drawdown for the purposes of this “Drawdowns” provision.
Drawdowns will generally be made in proportion to the Commitments of

each Investor. Drawdowns will be made as needed to satisfy the capital
requirements of the Investments, to permit the payment of fees and
expenses and any other obligations of the Fund and to maintain a
reserve for the operating expenses of the Fund, as determined by the
General Partner.
Any Investor that fails to timely comply with a Drawdown notice (a

“Defaulting Investor”) may be responsible for the payment of an interest
charge on the amount that it failed to pay calculated at the higher of (i)
Reference Rate (as defined above) plus 400 basis points, and (ii) 600
basis points; in addition, if such default is not remedied within a 15-day
cure period, the General Partner, in its discretion, may determine in
accordance with the Articles that:
i. the Defaulting Investor shall be required to sell and transfer its

Ordinary Shares in the Fund at 80% of the market value of the
Investor's Ordinary Shares; and/or
ii. the Defaulting Investor shall suffer a suspension or termination of

the pecuniary rights attached to part or all of its Shares, as provided
in the Articles; and/or
iii. the Defaulting Investor shall in accordance with its obligations

under its subscription agreement, lose the right to make
Contributions; and/or
iv. the Commitment of the Defaulting Investor shall be reduced.
The General Partner may in its discretion apply the aforementioned

provisions with respect to a particular portion of such Defaulting
Investor's Interest; in relation to the remainder of such Defaulting
Investor's Interest, the other provisions of this Memorandum shall
continue to apply mutatis mutandis.
Page 93
Theforegoingremediesarenotexclusive.TheGeneralPartnermay,havingregardtotheinte
and/orwaiveanyoftheseremediesagainstaDefaultingInvestorortakesuchotheractionasi
appropriate.
InconsiderationoftheinvestmentmanagementservicesprovidedbytheManager,theFunds
Fee”).
Management Fee and Administration
Charge
TheManagementFeepayabletotheManagershallequal0.3750%perquarteroftheaggrega
charged
after the quarter in which the 10th anniversary of the final Share Offering
occurs.
TheManagementFeewillbeincreasedbyaone-offamountequalto1.00%oftherespectivea
its
organizational activities and expenses in connection with the
establishment and the organization of the Fund.
TheManagementFeeshallbepayabletotheManagerquarterlyinadvance(i)ontheinitialSh
pro-ratatemporisforthecalendarquarterinwhichtheinitialShareOfferingoccursand(ii)there
Date”).
TheManagementFeeshallbeallocatedtoeachInvestorinproportiontotherespective
Commitment.
Anadministrationchargeinconsiderationofthegeneraladministrativeservicesthatmayber
quarter.
Onehundredpercent(100%)ofallTransactionIncomeandEqualizationRebate(orsuchlowe
“Offset
Amount”). The General Partner will report on any Transaction Income
andEqualizationRebatereceivedatthenextAdvisoryBoardmeeting.Atthetimeofdissolutio
the
Ordinary Shareholders in proportion to their Commitments, unless an
Ordinary Shareholder elects not to receive such amount.
Definitions for the purposes of this section:
Management Fee "EqualizationRebate":meansfees(netofrelatedexpensesincluding,withoutlimitation,fligh

Offset out-of-pocketexpenses,taxesandsocialcontributions)directlyorindirectlyreceivedbythe
General
Page 94
Partner,oritsAffiliates,fromInvestmentsinconnectionwiththemanagement,development
non-cashcompensationpaidorotherwisegrantedtodirectors)oractingasconsultants,(ii)th
add-onacquisitions,financings,re-financings,publicofferings,salesandsimilartransaction
Clients
or third parties (e.g. co-investors), then only such portion of fees that is
fairlyallocabletotheInvestmentoftheFundshallbeincluded;andprovidedfurtherthatEqual
Memorandum.
"TransactionIncome":meansallfees(netofrelatedexpensesincluding,withoutlimitation,flig
out-of-pocketexpenses,taxesandsocialcontributions)paiddirectlyorindirectlytotheGene
co-investors),thenonlysuchportionoffeesthatisfairlyallocabletotheInvestmentoftheFund
Agreement.
FortheservicesoftheDepositary,theRegistrar,andTransferAgent,theAdministrativeAgen
Fund.
AnydecisiontoincreasesuchfeeswillbecommunicatedtotheShareholdersthroughpublica
reports.
Depositary, Registrar and Transfer Agent, Administrative Agent, and Domiciliary Agent
Fees
Fund Expenses The Fund will pay or reimburse the Manager and/or the General Partner,
or any of their Affiliates, where applicable, for all reasonable costs and
expenses which, in the good faith judgment of the Manager and/or the
General Partner, are incurred in the operation of the Fund. Such
expenses will be allocated to the Fund periodically, typically quarterly or
annually, or on an ad hoc basis depending on the nature of the expenses.
Such expenses include, but are not limited to: any fees and expenses
relating to (a) the assessment and monitoring of Investments and
prospective investments (whether or not consummated) or Temporary
Investments (including, but not limited to meals, lodging, and travel
expenses related thereto), (b) reasonable premiums for insurance
protecting the Fund, the Manager and/or the General Partner and any of
its Affiliates and any of their officers, directors, managers, employees
Page 95
and agents from liabilities to third parties in connection with Fund affairs,
(c) legal, tax, accounting, regulatory, compliance, third party service
provider and other consultant expenses (e.g. expenses and/or fees of
third party service providers related to financial statements, tax returns,
FATCA/CRS compliance, compliance with anti-money laundering
regulations in respect of Investments and prospective investments, the
conduct of anti-money laundering and sanctions checks with respect to
Investments and prospective investments, valuation, document storage,
“customer due diligence” and jurisdiction specific reviews of placement
rules and investor suitability and other similar types of expenses) and
any fees paid to and the costs related to the appointment or removal of
any director of the General Partner who is not an employee of the
General Partner or its Affiliates, and for all reasonable out-of-pocket
expenses properly incurred by any such director in connection with the
business of the General Partner, (d) auditing expenses, (e) expenses
relating to investor reporting, (f) online subscriptions and licenses (e.g.
relating to administration, reporting and valuation requirements), (g) all
taxes and government charges, fees, and duties, (h) interest on and fees
and expenses related to or arising from any borrowing or hedging
activities of the Fund, (i) expenses of the Advisory Board, (j) costs of the
Annual General Meeting of Shareholders and costs and expenses
arising from other similar shareholder meetings, (k) costs of winding up
and liquidating the Fund, (l) all damages, and any expenses incurred and
(m) administration services such as domiciliation services and corporate
secretarial services.
The Manager will be responsible for its routine overhead expenses,

including rent, utilities, secretarial expenses and compensation and
benefits of its employees. For the avoidance of doubt, where the Fund
appoints placement agents for the marketing and sale of Shares in the
Fund, all fees and expenses charged by such placement agents shall be
borne by the Manager.
With respect to each Investment in which any Co-Investor co-invests with

the Fund, any expenses directly related to such Investment shall be
allocated to the Fund, other Partners Group Clients and Co-Investors in
proportion to the capital committed by each to such Investment;
investment expenses related to any Investments that are not
consummated shall be borne solely by the Fund and other Partners
Group Clients (and not any potential Co-Investors); the entire amount of
such expenses shall be allocated amongst the Fund and other Partners
Group Clients pro rata based on the intended commitment amounts of
the Fund and other Partners Group Clients to the unconsummated
Investment. The Investors acknowledge and agree that the General
Partner, the Manager or its Affiliates may enter into separate
arrangements with Investors, investors in other Partners Group Clients
or Co-Investors in connection with the payment of expenses.
Distributions Proceeds derived from Investments will be distributed as set out below,
by the Manager upon instruction from the General Partner from time to
time, provided that the General Partner or, as the case may be, the
Manager may retain reasonable amounts to pay or provide reserves for
expenses and liabilities of the Fund.
Page 96
Each distribution from each Realized Investment shall be divided among

the Ordinary Shareholders in proportion to their relative Participation
Percentages with respect to the Investment giving rise to the distribution,
and each Ordinary Shareholder's share shall be further divided and paid
to such Ordinary Shareholder and paid to the General Partner as an
incentive allocation (the “Incentive Allocation”) as follows:
(i) first, 100% to such Ordinary Shareholder until the Realized

Distributions to such Ordinary Shareholder equal such Ordinary
Shareholder’s Realized Contributions;
(ii) second, 100% to such Shareholder until Realized Distributions equal

Realized Contributions both compounded at an internal rate of return
of 8% per annum (the “Preferred Return”);
(iii) third, 100% to the General Partner as Incentive Allocation until the
cumulative distributions of Incentive Allocation to the General Partner
with respect to such Ordinary Shareholder are equal to 20% of the
excess of (i) the Realized Distributions to such Ordinary Shareholder
and to the General Partner as Incentive Allocation with respect to
such Ordinary Shareholder, over (ii) such Ordinary Shareholder’s
Realized Contributions; and
(iv) fourth, between the Ordinary Shareholder and the General Partner
so that the Realized Distributions paid to such Ordinary Shareholder
and to the General Partner as Incentive Allocation with respect to
such Ordinary Shareholder in excess of such Ordinary Shareholder’s
Realized Contributions are made (i) 80% to such Ordinary
Shareholder and (ii) the 20% to the General Partner as Incentive
Allocation;
provided that no distribution shall be paid to the General Partner if the

cumulative distributions to such Ordinary Shareholder plus the prevailing
Net Asset Value attributable to such Ordinary Shareholder's Interest are
less than 130% of the such Ordinary Shareholder's Contributions.
Distributions made to Ordinary Shareholders are subject to recall to

satisfy the obligations of the Fund in accordance with the 'Indemnification
and Recall' provision of this section. Accordingly, the Ordinary
Shareholders may be required to recontribute such amounts to the Fund.
Definitions for the purposes of this section:
"Partially Realized Investments" are any Investment where a portion (but

not the entire Investment) is realized; that portion will be treated as
having been a separate Investment from the portion of the Investment
that is retained by the Fund. The General Partner shall allocate the
appropriate portion of the acquisition cost between the realized portion
and the retained portion of the Investment.
The "Participation Percentage" shall mean, with respect to each

Investment and each Shareholder, a fraction, the numerator of which is
such Ordinary Shareholder’s Contributions that were paid or were
payable to fund such Investment and the denominator of which is the
Page 97
Contributions of all Ordinary Shareholders that were paid or were

payable to fund such Investment. The determination of the Participation
Percentage shall take into account the non-participation of certain
Shareholders in a particular Investment by reason of excuse or default.
"Realized Contributions" are:
(a) all Contributions which are attributable to the acquisition of

Realized Investments; for purposes of the Preferred Return,
calculations shall be made in the Fund Currency and based on
when payments are made to the respective Investment; and
(b) a proportionate share of all other Contributions (including

Management Fees and Expenses) made to the Fund, based on
the cost value that Realized Investments bears to the total cost
value of all Investments.
"Realized Distributions" are the cumulative distributions which are

attributable to Realized Investments; for purposes of the Preferred
Return, calculations shall be made in the Fund Currency and based on
when payments are received by the Fund from the respective
Investment.
"Realized Investments" are Investments that are (a) fully realized, (b)
Partially Realized Investments, and (c) Write-offs.
"Write-offs" are any Investment which has been entirely written-off by the
Manager.
Clawback In connection with the winding-up of the Fund (i) the General Partner will
calculate the Clawback Amount (if any) with respect to each Ordinary
Shareholder and where any Clawback Amount is outstanding then the
General Partner shall pay such amount to the Fund prior to the final
distribution, and (ii) the Fund shall pay the General Partner an amount (if
any) as necessary for the General Partner to have received 20% of the
Incentive Basis, provided that no payment shall be made to the General
Partner that creates a Clawback Amount. Partners Group Holding AG,
the ultimate parent company of the General Partner, has entered into an
unconditional and irrevocable guarantee in favor of the Fund for the
benefit of the Shareholders. The guarantee provides that, to the extent
the General Partner does not fully contribute to the Fund any Clawback
Amount owing, Partners Group Holding AG shall be obligated to
contribute the Clawback Amount directly to the Fund.
For the purposes of this section:
The “Clawback Amount” is the higher of (i) the Preferred Return Shortfall,
and (ii) the positive amount, if any, required for the respective Ordinary
Shareholder to have received cumulative distributions equal to the
Shareholder Threshold, provided that the aggregate Clawback Amount
payable shall in no event exceed the aggregate Incentive Allocation
payments received by the General Partner, less any tax paid or payable
by the General Partner in relation thereto and not refunded to the General
Partner.
Page 98
The “Preferred Return Shortfall” with respect to an Ordinary Shareholder

is defined as an amount, if any, such that cumulative distributions equal
cumulative Contributions both compounded at an internal rate of return
of 8% per annum with respect to such Ordinary Shareholder; for the
purpose of this calculation each installment of the Ordinary
Shareholder’s Contributions shall be deemed to have been received on
the due date of the relevant Contribution and distributions shall be
deemed received by the Ordinary Shareholders on the date such funds
are wired by the Fund to the Ordinary Shareholder.
The “Incentive Basis” is defined as the positive difference, if any,

between (i) the distributions made to the Ordinary Shareholder and the
distributions made to the General Partner as Incentive Allocation that
relate to such Ordinary Shareholder’s Interest and (ii) Contributions
received from the respective Ordinary Shareholder.
The “Shareholder Threshold” means the sum of (i) the Contributions of

the Shareholders, and (ii) 80% multiplied by the Incentive Basis.
Distributions in Kind The Fund may receive proceeds from the Investments in the form of
securities. The Manager will seek to sell such securities and cause the
Fundtodistributethenetcashproceeds.Shareholderswillbeartheassociatedmarketriskan
process.
TheManagershallnotcausetheFundtodistributesecuritiestoShareholdersotherthanatthe
Fund.
ThenetassetvalueperOrdinaryShare(the“NetAssetValue”)shallbedeterminedasatthelas
Determination of the Share Net Asset
Offering.
Value
Inaccordancewithfairvaluationmethods,theNetAssetValueshallbeexpressedasaperOrd
Day.
TheAdministrativeAgentwilldeterminetheNetAssetValueperOrdinaryShareoneachValu
outstanding.
Page 99
The Net Asset Value per Ordinary Share will be made available to
Shareholders at the registered office of the Fund and will be sent to
Investors within 30 calendar days following the relevant Valuation Day
(subject to reasonable delay in the event of late receipt of any necessary
financial information from any Investments).
The determination of the Net Asset Value may be suspended during any
period if, in the reasonable opinion of the General Partner, a fair valuation
of the assets of the Fund is not practical for reasons beyond the control
of the Fund.
Valuation The Manager is responsible for and will ensure that the valuation of the
Fund’s Investments is performed appropriately and according to
InternationalFinancialReportingStandardsasadoptedbytheEuropeanUnion(“IFRS”)ofth
Fund.
ThevaluationoftheFund’sassetsandliabilitiesshallbedeterminedinaccordancewithgener
herein.
Inanyevent,thevaluationfunctionoftheManagerwillbefunctionallyindependentfromthepo
function.
The General Partner Shares shall be valued at their issue price.
TheAuditorswillaudittheFundonanannualbasis.Theauditedannualfinancialstatementsof
year.
The monthly determination of Net Asset Values will not be audited.
Accounting and
Audit
Reporting Each Ordinary Shareholder shall have access to:
(i) annual audited financial statements of the Fund and information

reasonably and typically (as determined by the General Partner or, as
the case may be, the Manager) necessary for the preparation of annual
tax returns; and
(ii) unaudited monthly capital accounts statements of the Fund which

include the Net Asset Value; and
(iii) unaudited quarterly investor reports of the Fund.
The first fiscal year shall end on December 31, 2018 and the first audited
report of the Fund will be an annual report as of December 31, 2018.
Page 100
Shareholderssubjecttolawsorregulationsthatmaycompelthepublicdisclosureofinformat
provides.
ThefollowinginformationwillbeincludedintheFund’sannualreportunlessmorefrequentdis
necessary:
(i) the percentage of the Fund’s assets subject to special

arrangements due to their illiquid nature;
(ii) any new arrangements for managing the Fund’s liquidity;
(iii) the risk profile of the Fund and the risk management systems
employed to manage those risks;
(iv) any changes to the maximum level of leverage the Fund may
employ(includinganyrightofreuseofcollateralorguaranteegrantedunderaleveragi
and
(v) the total amount of leverage employed by the Fund.
AnydulyconvenedShareholdermeetingshallrepresenttheentirebodyofShareholdersofth
order,
carry out or ratify acts relating to the operations of the Fund. Any
Meetings of resolutionofaShareholdermeetingmustbeapprovedbytheGeneralPartner,unlessotherw
Shareholders law.
TheAnnualGeneralMeetingofShareholderswillbeheldinaccordancewiththeArticles.Thef
2019.
NoticesofallShareholdermeetings,settingforththeagendaandspecifyingthetimeandplac
meeting.
IfShareholdersrepresenting10%oftheFund'scapitalrequestinwritingwithanindicationofth
the
General Partner is obliged to convene such a Shareholder meeting so
that it is held within a period of one month.
Side Letters The Manager and General Partner may enter into side letters or other
arrangements with one or more Investors which have the effect of
establishing rights under or supplementing, the terms of, the Articles, this
Memorandum or any Subscription Agreement with respect to such
Investor(s).
Such rights established by side letters or other arrangements entered

into by the Manager and General Partner may include, but are not limited
to: (i) a modification to an Investor’s proportionate share of fees or
expenses, (ii) the addition of or forbearance from a term contained within
the Articles, this Memorandum or Subscription Agreement to
accommodate an Investor’s specific regulatory, tax, operational or legal
concern, (iii) a modification of the right of the Manager and General
Partner to make distributions in kind, or (iv) the right to receive enhanced
Page 101
or modified disclosure in regards to Investments. Such rights may be

granted to an Investor by the Manager and General Partner on account
of, but not limited to, one of the following reasons: (i) a Investor’s
subscription to the Fund at an early date, (ii) an Investor’s Commitment
being over a certain threshold, or (iii) an Investor’s prior or expected
future Commitment(s) to a vehicle that is managed, advised and/or
otherwise serviced by Partners Group or one of its affiliates.
Investors affiliated with Partners Group may be granted rights that

supplement the terms of the Articles, this Memorandum or their
Subscription Agreements, including but not limited to the rights specified
above.
Voting Rights Each Ordinary Share and each General Partner Share will have one vote
at the Shareholder meetings of the Fund irrespective of their respective
net asset values.
Transfer Ordinary Shares may be transferred in accordance with Article 8 of the

Articles.
To the extent that, and as long as, a respective Commitment and/or

Ordinary Shares are part of a German insurance company's or a German
pension fund's “committed asset” (“Sicherungsvermögen”) as defined in
Sec. 66 of the German Insurance Supervisory Act, as may be amended
from time to time (“Versicherungsaufsichtsgesetz”) or “other committed
asset” (“Sonstiges gebundenes Vermögen” as defined in Sec. 54 para 1
or Sec. 115 of the German Insurance Supervisory Act, as may be
amended from time to time), such Commitment and/or Ordinary Shares
shall not be disposed of without the prior written consent of the trustee
(“Treuhänder”) appointed in accordance with Sec. 70 of the German
Insurance Supervisory Act, as may be amended from time to time, or by
the trustee's authorized deputy.
However, notwithstanding the above, any Commitment and/or Ordinary

Shares that are directly or indirectly held by a German insurance
company or a German pension fund and that are part of their committed
assets are freely transferable and such transfer will not require the
approval of the General Partner provided the transferee is an Eligible
Investor and executes the necessary documentation. Upon the transfer
of any Commitment and/or Ordinary Shares that are directly or indirectly
held by a Shareholder that is a German insurance company or German
pension fund, the transferee shall accept and become solely responsible
for all liabilities and obligations relating to such Commitment and the
Ordinary Shares held and the transferor shall be released from and shall
have no further liability under this Memorandum or in respect of the Fund.
Although the Ordinary Shares are required to be freely negotiable and

transferable on the Luxembourg Stock Exchange upon their admission
to trading on the EuroMTF Market of the Luxembourg Stock Exchange
(and trades registered thereon may not be cancelled by the Fund), the
restrictions of ownership, as set out in this Memorandum, will
nevertheless apply to any investor to whom Ordinary Shares are
transferred. The holding at any time of any Shares by a party who does
Page 102
not satisfy the restrictions on ownership may result in the compulsory

redemption of such Shares by the Fund.
Key Person Event a) If during the Investment Period, more than 11 of the Key Personnel
(the persons listed under “The List of Key Personnel” in section 13) listed
belowceasetobeemployedorengagedbytheManageroritsAffiliates(a“KeyPersonEvent”)
Event.
b)ThesuspensionoftheInvestmentPeriodshallberescinded,therebypermittingnewInvest
the
requisitenumberofreplacementKeyPersonnelinaccordancewiththeparagraphregarding
Board.
TheInvestmentPeriodwillpermanentlyexpireif(i)thenecessaryShareholderselectiontolif
Board.
Shareholdersholding75%ofFund’scapitaltogetherandrepresentingatleast50%oftheSha
purposes
Shareholders, and their respective holdings, on behalf of which the
GeneralPartner,theManagerortheirAffiliatesexercisediscretion,unlesstheGeneralPartn
“No-faultSuspension”);anequivalentquorummayelecttorescindsuchsuspensionatalater
suspension.
TheInvestmentPeriodwillpermanentlyexpireifthenecessaryquorumtorescindany
No-faultSuspensionisnotobtainedwithinaperiodofsixmonthsfromthedateofsuch
suspension.
FollowinganactoromissionbytheGeneralPartnerwhichconstitutesamaterialbreachofama
promptly
No-Fault Suspension of the Investment

Period
ReplacementoftheGeneral
Partner
Page 103
cured after receipt of notice, resulting in the Fund or an Ordinary

Shareholder suffering material financial disadvantage not compensated
for promptly after its determination, Shareholders holding 50% of the
Fund’s capital and representing at least 50% of the Ordinary
Shareholders may elect to continue the Fund and appoint a substitute
general partner without the approval of the General Partner being
required a “Replacement Event”).
Following a Replacement Event the General Partner shall no longer be

entitled to any Incentive Allocation that has not yet been accrued. The
substitute general partner agrees to acquire the General Partner Shares
at the issue price upon the General Partner's request.
Conflicts of Interest While the Manager and the General Partner intend to avoid conflicts of
interest, each Shareholder acknowledges that there may be situations in
which the interests of the Fund may conflict with the interests of the
Manager, the General Partner or their Affiliates. Each Shareholder
agrees that the Manager, the General Partner and their Affiliates may
engage in any activity not specifically prohibited by this Memorandum
and such activities shall not, in any case or in the aggregate, be deemed
a breach of the provisions of this Memorandum or any duty owed by any
such person to the Fund or to any Shareholder, except to the extent such
person engaged in any act or omission (i) with respect to which a court
of competent jurisdiction has issued a final non-appealable decision,
judgment or order that such act or omission constituted a material breach
of this Memorandum or Articles (which was not promptly cured after
receipt of notice), fraud, gross negligence, or willful misconduct, or (ii)
that is acknowledged in writing by the Manager or the General Partner to
constitute a material breach of this Memorandum or Articles (which has
not been promptly cured after receipt of notice), fraud, gross negligence,
or willful misconduct.
The following activities are prohibited, unless otherwise advised by the

Advisory Board:
a) the purchase or sale of Investments by the Fund from the General

Partner, the Manager, their Affiliates, Partners Group Vehicles or
Partners Group Clients, except as permitted under b) below or in
connection with a Permitted Syndication or an Extension of
Ownership; provided that Extension of Ownership transactions
and any related allocations are subject to the prevailing rule-
based procedures addressing potential conflicts of interest, as
determined by the General Partner or its Affiliates and set out
below, respectively;
b) any Investment by the Fund in a Partners Group vehicle, unless

(i) such Investment is made for the purpose of facilitating an
Investment (or a portfolio of underlying Investments), and (ii) any
fees charged by the Manager, the General Partner or their
Affiliates in respect of such Investment, other than as provided in
this Memorandum, shall be fully waived or rebated to the Fund;
and/or
Page 104
c) any deal-by-deal co-investment by Key Personnel in any

Investment of the Fund; provided, however, that Key Personnel
may invest in any commingled investment program organized,
managed, sponsored or controlled by the Manager, the General
Partner or their Affiliates.
The Manager and the General Partner shall refer all matters that they
reasonably consider to constitute a material conflict of interest not
provided for elsewhere in this Memorandum to the Advisory Board. The
Advisory Board on its own motion shall also have the right to review any
perceived conflicts of interest between the Manager, the General Partner
or any of their Affiliates and the Fund. With respect to the resolution of
any conflict of interest, the Manager and the General Partner shall be
deemed to have fully satisfied any obligations or duties which they owe
to the Fund and the Shareholders, and shall incur no liability thereto, so
long as they have acted in conformity with the advice of the Advisory
Board except and to the extent that the Manager or the General Partner
has acted in bad faith or has acted in a manner that is grossly negligent.
Subject to the other terms and provisions in this Memorandum, the Fund
and its Affiliates may enter into contracts and transactions with the
Manager, the General Partner or their Affiliates, provided that the terms
of any such contract or transaction are fair and reasonable to the Fund
and are not less favorable to the Fund than could be obtained in arm’s-
length negotiations with unrelated third parties. In particular, the Fund
may seek financing funds from the Manager, the General Partner or any
of their Affiliates on arm’s-length terms and conditions, provided such
terms are fully disclosed at the next Advisory Board meeting.
The Manager shall seek to allocate investment opportunities among the

Fund and the Manager’s other clients in a fair and reasonable manner.
The Fund may participate in transactions involving Investments that,

based on selection criteria such as industry dynamics, a long-term
business plan, value creation potential and maturity estimates, are
expected to be suited for longer-term holding periods compared to
traditional buyouts, as determined by the General Partner or any of its
Affiliates; with the partial or complete acquisition or sale of such
Investments by the Fund involving Partners Group Client(s) where the
Fund may (i) sell all or a portion of a current Investment to purchasers
which include Partners Group Client(s) if the General Partner or its
Affiliates determines it is in the Fund's interests to reduce or eliminate its
current position in the Investment, (ii) purchase all or a portion of an
Investment from one or more Partners Group Clients, or (iii) participate
on either side of the transaction by both selling a portion of an Investment
while retaining or repurchasing a different portion of the same underlying
Investment (each an “Extension of Ownership”) provided that the Fund’s
participation in such Extension of Ownership complies with the prevailing
rule-based procedures designed by the General Partner, the Manager
and their Affiliates to ensure that involved parties’ interests are fairly and
equitably addressed in their participation in a given Extension of
Ownership; provided further that any material conflict of interest not
resolvable under the prevailing rule-based procedures, as the General
Partner, the Manager or any of their Affiliates reasonably considers, shall
Page 105
be referred to the Advisory Board. For the purpose of Extension of

Ownership, Partners Group Client(s) include other clients to which the
General Partner, the Manager or any of their Affiliates provide investment
management Services.
For the purposes of this section, Permitted Syndication means the sale
or purchase of an Investment by the Fund either from or to the General
Partner, the Manager (or one of their Affiliates) or any Partners Group
vehicle, provided that any such sale or purchase is made (i) at a price
equal to that paid by the original purchaser, (ii) on the same terms (to the
extent applicable) as the original purchaser, (iii) made promptly following
the date of the original purchase and prior to the occurrence of any
material event that directly affects the value of the Investment.
A copy of the conflicts of interest policy adopted by the Manager pursuant

to article 13 (1) of the 2013 Law and any additional information about
conflicts of interest relating to the Fund including the entities involved in
its management, administration or the safekeeping of its assets is
available upon request at the registered office of the Fund.
The conflicts of interest which have been identified during a financial year
(if any) will be described in the Fund’s annual audited financial
statements.
Risk Factors No guarantee or representation is given that the Fund will achieve its
investment objective. Each Investor must have the ability to bear the risk
of loss of its entire investment. Investors are reminded to carefully review
the“InvestmentConsiderationsandRiskFactors”sectionandensuretheyunderstandtheris
therein.
Indemnification and TheFundwillindemnifytheManager,theGeneralPartnerandtheirAffiliates,andanyoftheirr

Recall Articles.
TheFundmayrequireInvestorsto(i)makeContributions,and/or(ii)recontributetotheFunda
and/ortore-contributeamountspreviouslydistributedtothemshallcontinueandsurviveuntil
re-contribution obligations shall
Page 106
survive with respect to any obligations of the Fund that arise out of or
relate to such action, proceeding or investigation (or any related action,
proceeding or investigation based upon the same or a similar claim) until
the date that such action, proceeding or investigation is finally resolved.
Depositary Alter Domus Depositary Services S.à r.l. has been appointed as
depositary of the assets of the Fund (the “Depositary”) in accordance
with article 5 of the Law and article 19 of the 2013 Law. The assets of
the Fund will be held either directly by the Depositary or through the
Depositary's sub-depositaries, as applicable.
The Depositary shall assume its functions and responsibilities in

accordance with the Law and the 2013 Law.
In accordance with article 5 of the Law, the duties of the Depositary shall
cease, inter alia, upon termination of the applicable agreement between
the Fund, the Manager and the Depositary. The duties of the Depositary
shall survive any termination of its appointment until it is replaced as set
forth in the Depositary Agreement.
The Depositary may delegate to one or more sub-depositaries, all or part

of its safekeeping duties with regard to the Fund’s assets; it being
understood that no other duties may be delegated to sub-depositaries.
When selecting and appointing a sub-depositary, the Depositary will
exercise all due skill, care and diligence as required under the 2013 Law
to ensure that it entrusts the safekeeping of assets only to a sub-
depositary who may provide an adequate standard of protection. The
liability of the Depositary is not affected by the delegation.
The Depositary may discharge itself from its liability pursuant to article
19 (14) of the 2013 Law in the event that the law of a non-EU Member
State requires that certain financial instruments are held in custody by a
local entity and there are no local entities that satisfy the delegation
requirements as laid down in the 2013 Law. Said discharge, to the extent
applicable, shall take place in accordance with the requirements of the
2013 Law.
The Fund expects the Depositary to delegate the custody of financial

instruments held at the Fund level. The Manager will inform Ordinary
Shareholders of (i) any arrangement made by the Depositary to
contractually discharge itself of liability in accordance with Article 19 (13)
of the 2013 Law and/or (ii) any changes with respect to the liability of the
Depositary, in the Fund's quarterly investor reporting.
The General Partner or Manager may, at any time, appoint a new

depositary and retains full discretion to appoint an Affiliate to perform
such function.
Administrative Agent The administrative agent of the Fund is Alter Domus Alternative Asset
Fund Administration S.à r.l (the “Administrative Agent”). The
Administrative Agent provides administrative services such as
determination and publication of the Net Asset Value in respect of the
Fund.
Page 107
TheGeneralPartnerorManagermay,atanytime,appointanewadministrativeagentandreta
function.
AlterDomusAlternativeAssetFundAdministrationS.àr.lhasbeenappointedasregistraran
Registrar and Transfer Shares.
Agent
TheGeneralPartnerorManagermay,atanytime,appointanewregistrarandtransferagenta
function.
ShareholderswillnothaveanydirectcontractualrightsagainsttheManager,theDepositary,
time.
TheauditorsoftheFundarePricewaterhouseCoopers,Sociétécoopérative(the“Auditors”).T
law.
Shareholder Rights Against Service

Providers
Auditors
Amendments The General Partner shall be authorized to amend this Memorandum in

order to:
(a) reflect a change in the name of the Fund;

(b) make any change that is necessary or desirable to cure any
ambiguity or to correct or supplement any provision of this
Memorandum that would otherwise be inconsistent with the Articles;
(c) make all changes necessary to satisfy AIFMD requirements;
(d) make all changes necessary to allow the replacement of the
Manager by a substitute authorized alternative investment fund
manager within the meaning of the 2013 Law to ensure that the
Fund is managed in compliance with the AIFMD;
(e) make all changes necessary to allow for listing on a stock exchange:
(f) make all changes necessary to allow for listing on a stock exchange:
(g) make a change that is necessary or desirable to satisfy any
applicable requirements, conditions or guidelines contained in any
opinion, directive, order, statute, rule or regulation of any
governmental entity so long as the change is made in a manner
which minimises any adverse effect on Investors; or
(h) any other amendment that in the reasonable opinion of the General
Partner may be necessary or desirable;
provided that in each case the amendment does not adversely affect
Investors in a material respect and that the Investors are duly informed
of any such amendments.
No amendment, which increases an Investor’s Commitment (if any),

modifies the profit allocation rules or decreases the level of approval of
Page 108
Investors required to make such amendments may be made without the

unanimous approval of all the Shareholders entitled to vote.
Page 109
12. General Partner of the Fund

Partners Group Management I S.à r.l. acts as the general partner (associé commandité) of the Fund
(the “General Partner”). The General Partner is responsible for the management of the Fund,
overseeing the central administration of the Fund, the convening and organization of Shareholders’
meetings, the execution of Subscription Agreements and Side Letters with potential investors.
Moreover, the General Partner is also responsible for the preparation of this Memorandum and for
the accuracy of the information contained herein.
The General Partner retains full discretion in appointing new service providers or taking any other
necessary measures which would be required under the 2013 Law and the AIFMD. In particular, the
General Partner retains full discretion in appointing a new authorized alternative investment fund
manager in replacement of the Manager according to Article 4(3) of the Law or to take any other
measures it deems to be in the best interest of the Fund in order to continue complying with
applicable laws and regulations and in particular to avert or mitigate any negative impacts which
might arise in connection with the intended exit from the EU by the United Kingdom as formally
notified to the European Council on 29 March 2017.
The General Partner was incorporated in Luxembourg on 7 December 2007 as a société à

responsabilité limitée (S.àr.l.) under the amended law of August 10, 1915 on commercial
companies. As of the date of this Memorandum, the General Partner has a share capital of
4,531,000.- in Fund Currency.
The General Partner represents, as at the date hereof, that (i) it has been duly incorporated and
validly exists as a société à responsabilité limitée under Luxembourg law, (ii) it has the corporate
power and authority to enter into and perform its obligations hereunder, (iii) the contents of this
Memorandum, at the date of issuance, are to the best of its knowledge true, (iv) except as previously
disclosed in writing, it is not aware of any actions against the General Partner or its Affiliates that
could reasonably be expected to materially affect the business or financial condition of the General
Partner, and (v) it shall notify Investors of any material investigation or disciplinary action which is
commenced by any governmental, state or regulatory authority in connection with the Fund or the
General Partner, other than routine regulatory examinations or audits.
The members of the management board are:
Dr. Helene Müller Schwiering

Dr. Helene Müller Schwiering has been admitted to the Bar in both Denmark and Luxembourg. Today
she is only practicing under her Luxembourg title. As a partner of the international law firm
“Advokatgruppen” she was responsible for the Luxembourg office until 2017 when she took over the
branch office in her own name. She has a doctorate in law from Germany and has been teaching
law at the University of Luxembourg for a number of years. She is advising several firms within the
venture capital and private equity business establishing SICARS in Luxembourg. She was previously
employed as a tax consultant at PricewaterhouseCoopers and as an associate lawyer specializing
in tax and corporate law at a major Luxembourg law firm.
Torsten Klär
Torsten Klär is part of the Product Accounting business unit, based in Zug. He has been with
Partners Group since 2011. Prior to joining Partners Group, he worked at
PricewaterhouseCoopers. He holds a master's degree in economics from the University of Basel,
Switzerland. He is also a Swiss certified public accountant.
Malte Zybulski
Page 110
Assistant Vice President, Quantitative and Risk Management.

Malte Zybulski is part of the Quantitative and Risk Management business unit, based in Zug. He
has been with Partners Group since 2013 and has eleven years of industry experience. Prior to
joining Partners Group, he worked at Rising Star AG and had an assignment at Dresdner Kleinwort
Wasserstein. He holds a bachelor’s degree in business administration from Babson College,
Massachusetts.
Page 111
13. Manager of the Fund

The Manager is authorized and regulated by the CSSF and is responsible for the portfolio and risk
management of the Fund in accordance with the AIFMD. The Manager will also act as domiciliation
agent of the Fund.
The relationship between the Fund and the Manager is subject to the terms of the Management
Agreement. Under the terms of the Management Agreement, the Manager is responsible for the
portfolio and risk management of the Fund, as well as the domiciliation of the Fund, subject to the
overall supervision of the General Partner. This includes in particular the monitoring of the
investment policy, investment strategies and performance, as well as risk management, liquidity
management, management of conflicts of interest, supervision of delegates, financial control,
internal audit, complaints handling, recordkeeping and reporting. The Manager has authority to act
on behalf of the Fund within its function.
The Manager will ensure the fair treatment of the Fund’s Investors principally by ensuring adherence
to Partners Group’s relevant group-wide policies. For instance, by ensuring that the Fund obtains
access to a fair share of the investments sourced by Partners Group’s network, that conflicts of
interest are identified and appropriately managed, and that risks are properly identified, monitored
and managed. In addition, the Manager will ensure that the investment strategy, risk profile and
activities of the Fund are consistent with its objectives and this Memorandum.
The Manager has delegated the performance of certain tasks to other Partners Group entities in
accordance with applicable laws and regulations and as per the requirements of Article 20 of the
AIFMD. Specifically, the portfolio management function and certain activities related to assets of
alternative investment funds will be provided by Partners Group AG, a Swiss company authorized
by FINMA as an asset manager of collective investment schemes (the “Portfolio Manager”) in
accordance with the applicable requirements under the 2013 Law. Partners Group AG may also
appoint sub-delegates in order to perform certain tasks. Such sub-delegates may be Affiliates of
Partners Group AG.
The Manager’s delegates may be members of the same corporate group as the Manager, which
means that certain conflicts of interest may arise. Partners Group seeks to manage actual or potential
conflicts of interest appropriately and fairly. Primarily, Partners Group mitigates conflicts arising from
such arrangements by separating the management and reporting lines of the staff and entities
involved. For instance, the directors of the Manager and the delegate are different, and those
directors are aware of the fiduciary duties owed to their individual companies and of their regulatory
obligations. This ensures that each entity is managed separately, in accordance with its obligation
and in the investors' interest. Further, where applicable, the Manager’s delegates have an obligation
to perform their roles in accordance with local law. This ensures that, regardless of their relationship
with the Manager, those delegates must meet certain standards in the performance of their roles.
Partners Group believes this mitigates the potential conflicts of interest.
The Manager may cover its professional liability risks arising from professional negligence by holding
sufficient professional indemnity insurance and/or maintaining an appropriate amount of own funds.
The Manager employs a risk management system consisting of mainly two elements: (i) an
organizational element in which the permanent risk management function plays a central role, and
(ii) a procedural element documented in the applicable risk management policy, which sets out
measures and procedures employed to measure and manage risks, the safeguards for independent
performance of the risk management function, the techniques used to manage risks and the details
Page 112
of the allocation of responsibilities within the Manager for risk management and operating
procedures.
The central task of the risk management function of the Manager is the implementation of effective
risk management procedures in order to identify, measure, manage, and monitor on an ongoing
basis all risks to which the Fund is or may be exposed.
In addition, the risk management function of the Manager shall ensure that the risk profile of the
Fund as disclosed in this Memorandum is consistent with the investment guidelines that are
applicable to the Fund and corresponds to the size, portfolio structure and investment strategy and
objectives of the Fund as set out in this Memorandum.
The risk management function conducts on a regular basis (i) stress tests and scenario analyses to
address risks arising from potential changes in market conditions that might adversely impact the
Fund, and (ii) back-tests in order to review the validity of risk measurement arrangements.
The business unit of the Manager responsible for the risk management function is functionally and
hierarchically separated from the business units performing operating services, including the
business unit responsible for the portfolio management.
The Manager establishes and implements quantitative or qualitative risk limits (including leverage
limits), or both, for the Fund taking into account all relevant risks. The Manager also seeks to ensure
that the risks associated with each investment position of the Fund and their overall effect on the
Fund’s portfolio can be properly identified, measured, managed and monitored on an ongoing basis,
including through the use of appropriate stress testing procedures.
The Manager employs an appropriate liquidity management system and has adopted procedures
which enable it to monitor the liquidity risk of the Fund and to ensure that the liquidity profile of the
investments of the Fund complies with its underlying obligations. The liquidity management system
ensures that the Fund maintains a level of liquidity appropriate to its underlying obligations based on
an assessment of the relative liquidity of the Fund’s assets in the market, taking account of the time
required for liquidation and the price or value at which those assets can be liquidated and their
sensitivity to other market risks or factors.
The Manager monitors the liquidity profile of the portfolio of assets having regard to the profile of the
investor base of the Fund, the relative size of investments and the redemption terms to which these
investments are subject. The Manager implements and maintains appropriate liquidity measurement
arrangements and procedures to assess the quantitative and qualitative risks of positions and
intended investments which have or may have a material impact on the liquidity profile of the portfolio
of the Fund's assets to enable their effects on the overall liquidity profile to be appropriately
measured and considered. The Manager also puts into effect the tools and arrangements necessary
to manage the liquidity of the Fund. The Manager will ensure the coherence of the investment
strategy and the liquidity profile.
The Manager proceeds, on a regular basis, with stress tests simulating normal and exceptional
circumstances in order to evaluate and measure the liquidity risk of the Fund.
Pursuant to terms of the Management Agreement, the Manager will also act as Domiciliary Agent
and will be providing domiciliary functions to the Fund, such as among others: (i) receiving
correspondence on behalf of the Fund, (ii) providing space at the Manager’s premises for the Fund
for the purposes of holding the Fund’s general partner’s meetings, as applicable, or for any other
purpose, (iii) providing notices and circulars to Investors, (iv) keeping safely a copy of all corporate
documents and papers of the Fund, (v) opening and maintaining an account or accounts in the name
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of the Fund, (vi) preparing and maintain publications and other administrative formalities with respect
to ordinary Investors' meetings and directors' meetings, as may be required by applicable laws.
Pursuant to the section on ‘Key Person Event’ in section 'Summary of Principle Terms of the Fund'
the List of Key Personnel, as amended from time-to-time, that is under the employment of the
Manager or its Affiliates:
Alfred Gantner
André Frei
Andreas Baumann
Andrew Deakin
Bilge Ayse Ogut
Christian Unger
Christoph Rubeli
Cyrus Driver
David Layton
Fredrik Henzler
Gonzalo Fernandéz Castro
Joel Schwartz
Jürgen Diegruber
Kim Nguyen
Manas Tandon
Marcel Erni
Michael Studer
René Biner
Roberto Cagnati
Stefan Näf
Steffen Meister
Stephan Schäli
Urs Wietlisbach
Walter Keller
Yves Schneller
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14. Service providers of the Fund
Domiciliary Agent
Partners Group (Luxembourg) S.A., a public limited company incorporated in Luxembourg, will act
as Domiciliary Agent.
Alter Domus Depositary Services S.à r.l.
Alter Domus Depositary Services S.à r.l., a limited liability company incorporated in Luxembourg,
will act as Depositary.
Depositary
The Depositary will act as depositary to the Fund in accordance with Article 19 of the 2013 Law and
Article 5 of the 2016 Law and pursuant to the Depositary Agreement. In accordance with Article 5 of
the 2016 Law, the duties of the Depositary shall cease, inter alia, upon termination of the applicable
agreement between the Fund, the Manager and the Depositary. The termination of the appointment
of the Depositary will only become effective if a new depositary has been duly appointed, as set forth
in the Depositary Agreement.
The Depositary will be responsible for the safekeeping of the assets of the Fund, in accordance with
the 2016 Law and the 2013 Law and will be responsible for (i) the custody of all financial instruments
of the Fund that are required to be held in custody pursuant to AIFMD (if any), (ii) verification of
ownership of other assets of the Fund, (iii) monitoring of the cash of the Fund and (iv) such additional
oversight functions as set out under Article 19(9) of the 2013 Law, namely:
(i) ensure that the sale, issue, re-purchase, redemption and cancellation of the Shares of
the Fund are carried out in accordance with Luxembourg law, the Articles and this
Memorandum;
(ii) ensure that the value of the Shares of the Fund is calculated in accordance with
Luxembourg law, the Articles and this Memorandum and the procedures laid down in
Article 17 of the 2013 Law;
(iii) carry out the instructions of the General Partner acting on behalf of the Fund or the
Manager, as applicable, unless they conflict with Luxembourg law or the Articles or this
Memorandum;
(iv) ensure that in transactions involving the Fund's assets any consideration is remitted to
the Fund within the usual time limits; and
(v) ensure that the Fund's income is applied in accordance with Luxembourg law, the Articles
and this Memorandum.
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For the Fund’s assets other than financial instruments that can be held in custody, the Depositary
shall verify the Fund’s ownership of such assets and shall maintain an up-to-date record of those
assets for which it is satisfied that the relevant Fund is the owner. Its assessment as to whether the
Fund is the owner shall be based on information and documents provided by the Fund or the
Manager and, where applicable, on external evidence. The Depositary shall keep its record up-to-
date.
The Depositary may, in order to effectively conduct its duties, delegate to one or more sub-
depositaries, all or part of its safekeeping duties with regard to the Fund’s assets (other than financial
instruments that can be held in custody), and the Depositary shall delegate to one or more sub-
depositaries that are qualified to take custody of such financial instruments, all safekeeping duties
with regard to financial instruments that can be held in custody as set forth in the Depositary
Agreement; it being understood that no other duties may be delegated to sub-depositaries. When
selecting and appointing a sub-depositary, the Depositary will exercise all due skill, care and
diligence as required under the 2013 Law to ensure that it entrusts the safekeeping of assets only to
a sub-depositary who may provide an adequate standard of protection. The Depositary will exercise
all due skill, care and diligence as required under Luxembourg law and the 2013 Law from time to
time in the periodic review and ongoing monitoring of the appointed sub-depositaries, thus ensuring
that such sub-depositary complies during the performance of the task delegated to it with the
conditions as they are set out by Luxembourg law, the 2013 Law and the Depositary Agreement.
The Depositary shall be liable to the Fund and/or the Investors for the loss of a financial instrument
held in custody by the Depositary or by a third party to whom the Depositary has delegated custody
of such financial instrument (the “Sub-Depositary”). The liability of the Depositary is not affected by
the delegation. In accordance with the provisions of the 2013 Law, the Depositary will not be liable
for the loss of a financial instrument, if such loss has arisen as a result of an external event beyond
its reasonable control, the consequences of which would have been unavoidable despite all
reasonable efforts to the contrary. Furthermore, on the basis of objective reasons established and
agreed between the Depositary and the relevant Sub-Depositary for the safekeeping of financial
instruments, the Depositary may discharge its liability and contract with the relevant Sub-Depositary,
to whom the financial instruments are entrusted, and who has accepted a transfer of liability. The
Depositary may further discharge itself from its liability pursuant to Article 19 (14) of the 2013 Law in
the event that the law of a non-EU Member State requires that certain financial instruments are held
in custody by a local entity and there are no local entities that satisfy the delegation requirements as
laid down in the 2013 Law. Said discharge, to the extent applicable, shall take place in accordance
with the requirements of the 2013 Law.
The Fund expects the Depositary to delegate the custody of financial instruments held at the Fund
level. The Manager will inform Ordinary Shareholders of (i) any arrangement made by the Depositary
to contractually discharge itself of liability in accordance with Article 19 (13) of the 2013 Law and/or
(ii) any changes with respect to the liability of the Depositary, in the Fund's quarterly investor
reporting.
The Depositary’s liability is governed by Luxembourg law.
Alter Domus Alternative Asset Fund Administration S.à r.l.
Alter Domus Alternative Asset Fund Administration S.à r.l., a limited liability company incorporated
in Luxembourg, will act as Registrar and Transfer Agent and Administrative Agent.
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Registrar and Transfer Agent
Pursuant to the Registrar and Transfer Agent Agreement, the Registrar and Transfer Agent,
supported by one or more service providers as the case may be, will be responsible, under the
ultimate supervision of the General Partner, for among others, (a) providing registrar and transfer
agent services in connection with the issuance, transfer and redemption of the Shares; (b) verifying
the status of Investors; (c) implementing applicable anti-money laundering laws and regulations in
relation to Investors or potential Investors; and (d) performing “customer due diligence” reviews and
other services necessary in connection with the Registrar and Transfer Agent Agreement. The
Registrar and Transfer Agent Agreement shall continue in full force and effect unless and until
terminated in accordance with the terms of the agreement.
The Registrar and Transfer Agent is a service provider to the Fund and does not have any
responsibility or authority to make investment decisions, nor render investment advice, with respect
to the assets of the Fund. Moreover, the Registrar and Transfer Agent, as service provider, is not
responsible for the preparation of this document or the activities of the Fund and therefore accepts
no responsibility for the accuracy of any information contained in this Memorandum. The Registrar
and Transfer Agent will further outsource certain tasks (such as certain registrar and transfer agent
tasks as set forth in detail in the relevant services agreements) to Partners Group AG (the “Service
Provider”) under a services agreement entered into between the Registrar and Transfer Agent, as
service recipient, and Service Provider, as service provider.
Administrative Agent
Pursuant to the Administration Agreement, the Administrative Agent will be responsible for providing
certain administrative functions in respect of the Fund, such as the determination of the Net Asset
Value, publication of the Net Asset Value, keeping the accounts of the Fund. The Administrative
Agent shall not act as an “external valuer” for the purposes of the AIFMD.
Complaints
The following communication sets forth the manner by which complaints are to be escalated to
Partners Group (Luxembourg) S.A. and the standard of service Investors can expect from Partners
Group (Luxembourg) S.A in addressing such complaints.
Complaints must be submitted in writing to Partners Group (Luxembourg) S.A. by using the following
address:

Compliance team
35D, avenue John F. Kennedy
L-1855 Luxembourg
The complainant must clearly indicate his/her contact details (name, address, phone number or
email address) and provide an explanation of the complaint. Within ten business days, Partners
Group (Luxembourg) S.A. sends the complainant a written acknowledgement of the receipt of the
complaint (unless the answer itself is provided within this timeframe). The period between the date
of receipt of the complaint and the date of the response should not exceed one month.
In the absence of a proper and timely response or in case of an unsatisfactory response within the
above-mentioned period, the complainant may resubmit the complaint to the attention of the Board
of Directors of Partners Group (Luxembourg) S.A. using the address provided above.
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Where the complainant did not receive an answer or a satisfactory answer from the Board of
Directors of Partners Group (Luxembourg) S.A. within one month, s/he may file his/her request with
the CSSF within one year after s/he filed his/her complaint with Partners Group (Luxembourg) S.A.
(out-of-court complaint resolution procedure). The request must be filed with the CSSF in writing, by
post or by fax to the CSSF or by email (to the address/number available on the CSSF website), or
online on the CSSF website. The CSSF acts as intermediary between the entities under its
supervision and their Investors.
For further information about the complaints handling process, Investors may contact the
Compliance team of Partners Group (Luxembourg) S.A.
Partners Group AG
Partners Group AG, a FINMA authorized asset manager of collective investment schemes, will
perform certain functions as the delegate of the Manager in accordance with the applicable
requirements under the 2013 Law.
Pursuant to a delegation agreement with the Manager, Partners Group AG will perform the portfolio
management in respect of the Fund and activities related to assets of alternative investment funds
on behalf of the Manager. Partners Group AG will notably be responsible for implementing
investment decisions in relation to the acquisition, management, realization and re-investment of the
assets of the Fund, as Partners Group AG deems appropriate, always in accordance with the
investment strategy and restrictions set forth in this Memorandum and in the delegation agreement.
Pursuant to a services agreement with the Administrative Agent and Registrar and Transfer Agent,
Partners Group AG will perform certain administrative and transfer agent tasks as set forth in the
services agreement.
Partners Group AG may appoint sub-delegates in order to perform certain tasks. Such sub-delegates
may be Affiliates of Partners Group AG.
Partners Group (Luxembourg) S.A., as the AIFM of the Fund, will remain in charge of the risk
management function of the Fund in accordance with the applicable requirements under the 2013
Law.
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15.Investment consideration and risk factors

DATA PROTECTION
Investors and prospective Investors should note that by completing the Subscription Agreement for
Shares, they are providing information that may constitute personal data as defined in the
Subscription Agreement. The use of the personal data that Investors provide to the Fund is governed
by the EU general data protection regulation (regulation (EU) 2016/679) (the “GDPR") and the terms
of a privacy notice under Schedule 1 – Part A of the Subscription Agreement (the “Privacy Notice”)
which will be provided to Investors and may be amended from time to time. Any updated Privacy
Notice will be made available to Investors.
The Privacy Notice also specifies the purposes of processing of personal data being, among others,
the performance of a contract and compliance with applicable laws and regulations. The Privacy
Notice further describes the rights of Investors to request the following: (i) the access to their personal
data, (ii) the rectification and erasure of their personal data, (iii) restrictions to the processing of their
personal data, and (iv) the transfer of their personal data to third parties, as well as the right of
Investors to lodge a complaint in terms of data protection related issues with the relevant supervisory
authority, the right to withdraw their consent to the processing of personal data (where applicable)
and the right to object the processing of their personal data.
All private market investments risk the loss of capital. There can be no guarantee or representation
that the Fund or any of its Investments will achieve their respective objectives. An investment in the
Fund is highly speculative and involves certain risks, some (but not all) of which are discussed below,
which prospective investors and their professional advisers should carefully consider before
subscribing for Ordinary Shares.
An investment in the Fund involves complex income and other tax considerations that will differ for
each prospective investor. Each prospective investor should review section 16 “Certain Tax
Considerations”, and consult its tax adviser with respect to the income and other tax consequences
of an investment in the Fund.
Investment risks
Investment risks in general. The Investments may involve highly speculative investment
techniques, highly concentrated portfolios, control and non-control positions and/or illiquid
investments. This offering is a non-specified asset offering, and investors will not have an opportunity
to evaluate specific assets prior to investing. Because of the specialized nature of the Fund, an
investment in the Fund may not be suitable for certain investors and, in any event, an investment in
the Fund should constitute only a limited part of an investor’s total portfolio. There can be no
assurance that (i) the Fund will have any profits, (ii) cash will be available for distributions, (iii) the
income of the Fund will exceed its expenses, (iv) the net asset value of the Fund will increase, and
(v) investors will not sustain a total loss of their investment in the Fund.
Lack of operating history. The Fund has not (or has only recently) commenced operations and
therefore has limited or no operating history upon which prospective investors may evaluate its
performance.
Prior results not indicative of future performance. The current performance or past performance
of the General Partner’s, the Manager's or their affiliates’ other investment funds are not predictive
of the Fund’s future performance. The General Partner and the Manager expect to cause the Fund
to acquire different Investments than prior or other investment funds managed by the General
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Partner, the Manager or their affiliates due to any existing or future restrictions on investing in private
markets, current market conditions, differing terms and objectives, etc. As a result, the Fund may
generate different returns than prior or other investment funds managed by the General Partner, the
Manager or their affiliates.
Identification of investment opportunities and expenses. The success of the Fund depends on
the availability and identification of suitable investment opportunities. The availability of investment
opportunities will be subject to market conditions and other factors outside the control of the Fund.
There can be no assurance that the Fund will be able to identify sufficient attractive investment
opportunities to meet its investment objective.
Nature of Portfolio Companies. The Fund’s Investments will include direct and indirect exposure
in various companies, ventures and businesses (“Portfolio Companies”). This may include Portfolio
Companies in the early phases of development, which can be highly risky due to the lack of a
significant operating history, fully developed product lines, experienced management, or a proven
market for their products. The Fund’s Investments may also include Portfolio Companies that are in
a state of distress, have a poor record and/or are undergoing restructuring or changes in
management, and there can be no assurance that such restructuring or changes will be successful.
The management of such Portfolio Companies may depend on one or a small number of key
individuals, and the loss of the services of any of these individuals may adversely affect the
performance of such Portfolio Companies.
Economic, political and legal risks. The Investments will be made in a number of countries,
including less developed countries, exposing investors to a range of potential economic, political and
legal risks that might not exist in the Investors’ domiciles, which could have an adverse effect on the
Fund. These may include but are not limited to declines in economic growth, inflation, deflation,
currency revaluation, nationalization, expropriation, confiscatory taxation, governmental restrictions,
adverse regulation, social or political instability, negative diplomatic developments, military conflicts,
and terrorist attacks.
Investors should note that private markets in countries where the Investments are made may be
significantly less developed than those in the Investors’ domiciles. Certain Investments may be
subject to extensive regulation by national governments and/or political subdivisions thereof, which
prevent the Fund from making investments it otherwise would make, or which may cause the Fund
to incur substantial additional costs or delays that it otherwise would not suffer.
Such countries may have different regulatory standards with respect to insider trading rules,
restrictions on market manipulation, shareholder proxy requirements and/or disclosure of information.
In addition, the laws of various countries governing business organizations, bankruptcy and
insolvency may make legal action difficult and provide little, if any, legal protection for investors,
including the Fund. Any such laws or regulations may change unpredictably based on political,
economic, social, and/or market developments.
Outcome of the UK referendum to leave the EU. The United Kingdom (the “UK”) held a
referendum on 23 June 2016 on whether to leave or remain in the European Union (the "EU"). The
outcome of the referendum was in favor of leaving the EU. Under the process for leaving the EU
contemplated in article 50 of the Treaty on the Functioning of the European Union (the “TFEU”), the
UK will remain a member state until a withdrawal agreement is entered into, or failing that, two years
following the notification of the intention to leave under article 50 of the TFEU. The government of
the UK has triggered the article 50 procedure on 29 March 2017. Accordingly, and negotiations are
still ongoing, it is currently anticipated that the UK will cease to be a member of the EU during 2019.
However, given the size and importance of the UK’s economy, uncertainty or unpredictability about
its legal, political and economic relationship with Europe after that two-year period may continue to
be a source of instability, create significant currency fluctuations, and/or otherwise adversely affect
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international markets, arrangements for trading or other existing cross-border co-operation

arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise) for the foreseeable
future. The decision of the UK to leave the EU could hence have adverse consequences on the Fund,
the performance of its Investments and its ability to fulfill its investment objectives.
Risks relating to investments in derivative instruments. The U.S. Commodity Futures Trading
Commission (the “CFTC”) has recently significantly limited certain exemptions from registration
requirements under the U.S. Commodity Exchange Act (the “CEA”) that have been previously
available to operators of commodity pools offered exclusively to “qualified eligible persons”. In the
event that investments in derivative instruments regulated under the CEA, including futures, swaps
and options, exceed a certain threshold, the Manager and the General Partner may be required to
register as a “commodity pool operator” and/or “commodity trading advisor” with the CFTC. In the
event the Manager or the General Partner is required to register with the CFTC, it will become subject
to additional disclosure, recordkeeping and reporting requirements, which may increase the
expenses of the Fund.
US Risks relating to the absence of regulatory oversight. The Shares have not been, and are
not expected to be, registered under the Securities Act, or any state or other US or non-US securities
laws. The Fund will not be registered under the Investment Company Act. Accordingly, the provisions
of the Investment Company Act (which are intended to provide certain regulatory safeguards to
investors) are not applicable to the Fund. Compliance with the requirements for exemption from the
Investment Company Act could cause the Fund to engage in (or forego engaging in) particular
transactions that may otherwise be adverse to the Fund. Further, if the Fund were deemed to be an
investment company and therefore required to register under the Investment Company Act, this
could prevent the Fund from operating in its intended manner and could have a material adverse
effect on the Fund.
Risks relating to accounting, auditing and financial reporting, etc. The legal, regulatory,
disclosure, accounting, auditing and reporting standards in certain of the countries in which the Fund
invests (both directly and indirectly) may be less stringent and may not provide the same degree of
protection or information to investors as would generally apply in the Investors’ domiciles. Although
the Fund itself will be preparing its accounts in accordance with a recognized set of accounting
principles, the assets, liabilities, profits and losses appearing in published financial statements of the
Investments may not reflect their financial position or operating results as they would be reflected
under generally accepted accounting principles in the Investors’ domiciles. Accordingly, the net
assets of the Fund published from time to time may not accurately reflect a realistic value for any or
all of the Investments.
In addition, certain of the Fund’s Investments may be in Portfolio Companies that do not maintain
internal management accounts or adopt financial budgeting or internal audit procedures to standards
normally expected of companies in the Investors’ domiciles. Accordingly, information supplied to the
Fund may be incomplete, inaccurate and/or significantly delayed.
Due to the nature of private market investments, the Fund will only provide details of its net assets
to investors four times per year.
Valuations. The Investments are illiquid and may be difficult to value. For this reason, valuations
are generally not performed by a third party. A valuation is only an estimate of value and is not a
precise measure of realisable value. Ultimate realisation of the market value of Investments depends
to a great extent on economic and other conditions beyond the control of the General Partner,
Manager and their affiliates. Further, valuations do not necessarily represent the price at which
Investments would sell since market prices of Investments can only be determined by negotiation
between a willing buyer and seller. If the Fund was to liquidate a particular Investment, the realised
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value may be more than or less than the valuation of such asset and in any event, may be materially
different from the interim valuations derived from the valuation methods described herein.
Leverage. The use of leverage magnifies both the favorable and unfavorable effects on equity
values of the Investments (both direct and indirect). Many Portfolio Companies are likely to have or
acquire highly leveraged capital structures, increasing their exposure to adverse economic factors
such as rising interest rates, reduced cash flows, fluctuations in exchange rates, inflation, downturns
in the economy or deterioration in the condition of the company or its industry. In addition, the Fund
itself may use leverage and this may have a positive or negative effect on returns.
Hedging. The Fund may employ hedging techniques designed to protect against adverse
movements in currency, interest rates or other risks. While such transactions may reduce certain
risks, such transactions themselves may entail certain other risks. Thus, while the Fund may benefit
from the use of these hedging mechanisms, unanticipated changes in interest rates, securities
prices, currency exchange rates or other factors may result in poorer overall performance for the
Fund than if it had not entered into such hedging transactions.
Currency risk. The Investments may be made in a number of different currencies. Any returns on,
and the value of such Investments may, therefore, be materially affected by exchange rate
fluctuations, local exchange control, limited liquidity of the relevant foreign exchange markets, the
convertibility of the currencies in question and/or other factors. A decline in the value of the
currencies in which the Investments are denominated against the Fund Currency may result in a
decrease in value of the Fund’s net assets and the Shares in terms of the Fund Currency. The
Manager may decide not to hedge the value of Investments made by the Fund against currency
fluctuations, and even if the Manager deems hedging appropriate, it may not be possible or
practicable to hedge currency risk exposure.
Temporary Investments. The Fund may invest assets in short-term instruments pending an
investment or distribution to Investors. Temporary Investments may lose value and the returns on
such instruments may be lower than what the Ordinary Shareholders might have achieved if they
had held or invested such funds directly over the same period.
Financial market fluctuations. Fluctuations in the market prices of securities may affect the value
of the Investments and may increase the risks inherent in such Investments. The ability of a particular
issuer to refinance its debts and remain solvent may depend on the ability to sell new securities in
the capital markets, to borrow from banks or otherwise access capital, which may be impracticable
or impossible in certain market environments.
Illiquid investments. The Investments generally will be subject to legal or other restrictions on
transfer or will be investments for which no liquid market exists. As a consequence, the Fund may
not be able to sell its Investments when it desires to do so or to realize what it perceives to be their
fair value upon a sale. It is not generally expected that Investments will be sold for a number of years
after such Investments are made.
Possible lack of diversification. There can be no assurance as to the degree of diversification that
will be achieved in the Investments made by the Fund. Concentrated investment exposure by the
Fund could magnify the other risks described herein. The Fund may participate in a limited number
of Investments and, as a consequence, the aggregate return of the Fund may be substantially
adversely affected by the unfavorable performance of even a single Investment.
Disposition of Investments. In connection with the disposition of an Investment, the Fund may be
required to make representations and warranties regarding the business and its financial affairs. The
Fund may also be required to indemnify the purchasers of such Investment to the extent that any
such representations and warranties are inaccurate or misleading. These arrangements may result
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in liabilities for the Fund. The disposition of Investments by the Fund may also give rise to certain
tax liabilities.
Control issues. The Manager, the General Partner and their affiliates will generally not have (i) the
right to participate in the management, control or operation of the Investments, (ii) the opportunity to
evaluate the relevant economic, financial and other information that will be used by the respective
managers, or (iii) the authority to remove the management of any Investment. Investors in the Fund
will not acquire any direct economic or voting interest in Investments.
In certain situations, the Manager, the General Partner and their affiliates may exercise control over
an Investment. The exercise of control imposes additional risks of liability for environmental damage,
product defects, failure to supervise management, violation of governmental regulations and other
types of liabilities in which the limited liability characteristics of a corporation may be ignored. If these
liabilities were to arise, the Fund might suffer a significant loss.
Uncertainty of future results; forward-looking statements; opinions. This Memorandum may

contain certain financial or economic projections, estimates and other forward-looking information.
This information was prepared by affiliates of the General Partner or the Manager based on their
experience and on assumptions of fact and opinion as to future events which they believed to be
reasonable when made. There can be no assurance, however, that assumptions made are accurate,
that the financial and other results projected or estimated will be achieved, or that similar results will
be attainable by the Fund. Past performance cannot be relied on as an indicator of future
performance or success.
Statements in this Memorandum (including those relating to current and future market conditions
and trends in respect thereof) that are not historical facts are based on current expectations,
estimates, projections, opinions and/or beliefs of the General Partner, the Manager or their affiliates.
Such statements involve known and unknown risks, uncertainties and other factors, and undue
reliance should not be placed thereon. Moreover, certain information contained in this Memorandum
constitutes “forward-looking” statements, which can be identified by the use of forward-looking
terminology such as “may,” “can,” “will,” “would,” “seek,” “should,” “expect,” “anticipate,” “project,”
“estimate,” “intend,” “continue,” “target,” “believe,” the negatives thereof, other variations thereon or
comparable terminology. Due to various risks and uncertainties, including those set forth herein,
actual events or results or the actual performance of the Fund may differ materially from those
reflected or contemplated in such forward-looking statements.
Management Risks
Reliance on the Manager. The Manager has full discretionary authority to identify, structure,
allocate, execute, administer, monitor and liquidate the Investments and, in doing so, has no
responsibility to consult with any investor. Accordingly, an investor in the Fund must rely upon the
abilities of the Manager, and no person should invest in the Fund unless such person is willing to
entrust all aspects of the investment and management decisions of the Fund to the Manager.
Dependence on key personnel. The ability of the General Partner and Manager to manage the
Fund’s affairs currently depends on its directors and the personnel of their affiliates. The Manager
will be relying extensively on the experience, relationships and expertise of such personnel. There
can be no assurance that the same directors and/or personnel will remain employed with the
Manager or the General Partner or their affiliates, or otherwise continue to be able to carry on their
current duties throughout the term of the Fund. In addition, the ability of the Investments to meet
their investment objectives may depend on certain key personnel. There can be no assurance that
such individuals will remain involved with such Investments or otherwise continue to be able to carry
on their historical or expected roles throughout the term of such Investments. Under the Manager’s
integrated approach to investment management, deal generation, execution and monitoring
professionals typically contribute to more than one business line.
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Other obligations of the personnel of the Manager and its affiliates. Although the directors,
officers, principals and other personnel of the Manager and its affiliates will devote as much time as
they believe is necessary to assist the Fund to achieve its investment objective, none of them expects
to devote substantially all of his or her working time to the affairs of the Fund on account of prior and
potential future commitments to other business activities.
Lack of management control by Ordinary Shareholders. Investors will have no opportunity to

control the day-to-day operation, including investment and disposition decisions, of the Fund. The
Manager will generally have discretion in structuring, negotiating and purchasing, financing and
eventually divesting Investments on behalf of the Fund. Consequently, the Investors will generally
not be able to evaluate for themselves the merits of particular Investments prior to the Fund making
such Investments.
Investor Risks
Multiple levels of expense. The Fund and its Investments will each incur and/or impose
management and/or administrative costs, expenses and incentive allocations. The service providers
of the Fund will charge fees in accordance with market rates. The audit costs of the Fund are
estimated not to exceed EUR 60,000 p.a., the depositary, registrar and transfer agent and
administrative agent fees are estimated not to exceed 0.25% of aggregate Commitments p.a. Such
costs do not purport to be final and are an estimate based on the experience of the General Partner.
Service provider fees are calculated on a quarterly basis. Ordinary Shareholders will be required to
bear their proportionate share of such fees, costs and expenses.
Lack of transferability of the Fund’s Shares. The Ordinary Shares offered (i) may not be
registered under the laws of any jurisdiction, (ii) are subject to statutory and contractual restrictions
on transfer, and (iii) are not transferable or divisible or otherwise encumberable, except with the prior
written consent of the General Partner, which may not be unreasonably withheld by the General
Partner. Investors generally will not be excused from participation in any Investment. Ordinary
Shareholders in the Fund must represent that they are acquiring Ordinary Shares for investment
purposes only and not to resell or distribute them. There will not be any market for the Ordinary
Shares. In addition, the transfer of Ordinary Shares will be limited to ensure that “benefit plan
investors” (within the meaning of US Department of Labor regulation Section 2510.3-101 as
amended by the US Pension Protection Act of 2006) will not hold 25% or more of the value of
outstanding Ordinary Shares. Although the Ordinary Shares are required to be freely negotiable and
transferable on the Luxembourg Stock Exchange upon their admission to trading on the EuroMTF
Market of the Luxembourg Stock Exchange (and trades registered thereon may not be cancelled by
the Fund), the restrictions on ownership, as set out in this document and/or the Articles, will
nevertheless apply to any investor to whom Ordinary Shares are transferred. The holding at any time
of any Shares by a party who does not satisfy the restrictions on ownership may result in the
compulsory redemption of such Shares by the Fund.
Taxation risks. An investment in the Fund involves complex income and other tax considerations
that will differ for each prospective investor. Each prospective investor should review the discussion
in “Certain Tax Considerations” and consult its tax adviser with respect to the income and other tax
consequences of an investment in the Fund.
No right of withdrawal. Pursuant to the Articles, an Ordinary Shareholder may not withdraw from
the Fund, except to the extent required to comply with applicable laws or regulations. The Fund may
not be able to withdraw from its Investments pursuant to the terms of their constituent documents.
Required withdrawal of an Investor. The General Partner, upon 30 days’ prior written notice, may
require any Shareholder to withdraw from the Fund at the end of any fiscal quarter in which such
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notice is given if the General Partner determines that the continued participation of such Shareholder
in the Fund would adversely affect the Fund, e.g. by jeopardizing the treatment of the Fund as a
partnership for tax purposes, involving the Fund or any Shareholder in litigation, or causing the Fund
to become subject to the US Employee Retirement Income Security Act of 1974, as amended, or to
be required to register under the Investment Company Act or for other reasons. In such an instance,
further drawdown notices will not be issued to the withdrawing Shareholder. Should the General
Partner require an Investor to withdraw, the withdrawing Shareholder will either be requested to
transfer its holding to an alternative eligible vehicle (subject to the Articles); or the withdrawing
Investor shall receive the lesser of (i) the fair value of the withdrawing Investor's Interest (as of the
date of withdrawal) and (ii) the withdrawing Investor's share of future distributions (made after the
date of withdrawal) in respect of Investments in which the withdrawing Investor participated, which
will be payable to the withdrawing Investor (pro-rata to its participation in such Investments) as and
when the Fund makes distributions in respect of Investments in which the withdrawing Investor
participated, provided that the General Partner shall deduct from any amount due to the withdrawing
Investor the sum of the Management Fee that it would otherwise have been entitled to receive if the
withdrawing Investor had not withdrawn from the Fund but had continued to participate in all
Investments after the date of withdrawal.
Default of Investors; failure to meet a capital call. If an Ordinary Shareholder fails to comply with
a Drawdown notice, the General Partner, in its sole discretion, may take certain actions against such
Ordinary Shareholder as summarized above in the “Summary of Principal Terms”. If an Ordinary
Shareholder fails to comply with a Drawdown notice and the contributions made by non-defaulting
Ordinary Shareholders are inadequate to cover the defaulted contribution, the Fund may be unable
to pay its obligations when due. As a result, the Fund may be subjected to significant penalties that
could limit opportunities for investment diversification and materially adversely affect the returns of
the Ordinary Shareholders (including non-defaulting Ordinary Shareholders). Accordingly, the
General Partner will seek to ensure that the Fund does not default on any such obligation. There
can, however, be no assurance that the Fund will meet capital calls due in connection with
investments in pooled investment vehicles on a timely basis if one or more of the Ordinary
Shareholders default.
Dilution from subsequent Share Offerings. Investors in the Fund subscribing for Ordinary Shares
at subsequent Share Offerings will generally participate in existing Investments of the Fund, diluting
the interests of existing investors in the Fund therein.
Distributions in kind. If the Fund receives distributions in kind from an Investment, the Fund may
incur additional costs and risks to dispose of such assets, or alternatively may make distributions in
kind to Ordinary Shareholders at the end of the lifetime of the Fund. There can be no assurance that
Ordinary Shareholders will be able to dispose of such assets or that the value of such assets as
determined by the Fund for purposes of the distribution will ultimately be realized. Disposition of any
such assets by Ordinary Shareholders will likely require them to incur costs and expenses.
Liability for return of distributions. Under certain circumstances, proceeds distributable (or
previously distributed) to the Ordinary Shareholders may be retained and reinvested (or recalled for
reinvestment) or used (or recalled for use) for Fund obligations or any other proper purpose.
Fund debt. The Fund may utilize indebtedness that is secured by Remaining Commitments as well
as indebtedness secured by investments of the Fund. This indebtedness may be structured in a way
that (i) the Fund is responsible for the repayment of the indebtedness and (ii) the Remaining
Commitments of the Shareholders in the Fund or the investments of the Fund are pledged to secure
indebtedness obtained for the benefit of one or more Parallel Vehicle. Shareholders whose
Remaining Commitments have been pledged may be called upon to fund their entire Remaining
Commitment to repay indebtedness, and the failure of other Shareholders in the Fund or any Parallel
Vehicle to honor their capital commitments may result in a Shareholder’s payments exceeding its
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pro rata share of the indebtedness. In the event that any lender or other credit party requires payment
by one or more Shareholder of more than its pro rata share of the indebtedness required to be repaid
by the Fund or the repayment by the Fund of more than its pro rata share of the indebtedness of the
Parallel Vehicles, the other Shareholders in the Fund or the Parallel Vehicles may not have sufficient
credit or assets to appropriately reimburse the funding Shareholders or the Fund for having made
the repayment. In addition, if certain investments are cross-collateralized, borrowing incurred with
respect to one investment can impair the transferability and/or the value of other investments.
There can be no assurance that the Fund will be able to obtain indebtedness or that indebtedness
will be available to the Fund on attractive terms or otherwise on terms which may be otherwise
currently available in the market or available to competitors. To the extent that indebtedness is
available to the Fund, there can be no assurance that such indebtedness will be on terms favorable
to the Fund, including with respect to interest rates.
In the event the Fund’s investments are unable to generate sufficient cash flow to meet principal and
interest payments on the Fund’s indebtedness, as well as pay other operating expenses of the Fund,
the Fund’s capital may be lost and any return on its investments may be reduced. Moreover, the
presence of debt creates significant additional risks, such as: (i) lenders or other credit parties may
have rights to participate in certain decisions relating to the management of the Fund or its
investments, (ii) financial obligations of the Fund under such debt will have to be repaid before the
Shareholders will be able to receive a return, if any, on their Shares and (iii) cash flow from operations
may be insufficient to pay the Fund’s debt service, potentially resulting in capital calls being made
on the Shareholders or foreclosure on the collateral given by the Fund to secure its obligations under
such debt. Any inability of the Fund to repay such borrowings could result in a reduction of the
Shareholders’ investments in the Fund.
Potential conflicts of interest

Affiliates of the General Partner and the Manager engage in financial advisory activities that are
independent from those of the Fund or its Investments. In the future, instances may arise where the
interests of such affiliates conflict with the interests of the Fund or its Investments. By acquiring an
Ordinary Share, each Investor will be deemed to have acknowledged the existence of potential
conflicts of interest and to have waived any claim with respect to any liability arising from the
existence of any such conflict.
Competition. Affiliates of the Manager may invest in, advise, sponsor and/or act as investment
manager to investment vehicles and other persons or entities (including prospective investors in the
Fund’s Investments) which may have structures, investment objectives and/or policies that are
similar to (or different than) those of the Fund; which may compete with the Fund for investment
opportunities; and which may co-invest with the Fund in certain transactions. In addition, affiliates of
the General Partner and their respective clients may themselves invest in securities that would be
appropriate for the Fund’s Investments and may compete with the Fund’s Investments for investment
opportunities.
Conflicts of interest involving members of the General Partner. If any manager or officer of the
General Partner has an interest different to the interests of the Fund in any transaction of the Fund,
such manager or officer shall disclose to the board of managers of the General Partner (the “Board”)
such conflict of interest. The Board shall determine if the manager or officer can consider or vote on
any such transaction, and such transaction, and such manager's or officer's interest therein shall be
reported by the General Partner to the Shareholders. In particular, such conflict of interest may arise
from the fact that a Board member might be at the same time a day-to-day manager of the Depositary,
in which case he/she will not be involved in case of decisions of the Board in relation to the services
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provided by the Depositary. The General Partner undertakes, in particular, for each identified conflict
of interest:
(a) to take any necessary steps to procure the relevant information;
(b) to set aside, and to the extent it is not detrimental to the Fund’s best interest, the
Board member from the decision on the transaction;
(c) to supervise the Board member during the realization of the transaction if its
participation proves necessary;
(d) to limit the influence of any Board member through adequate measures; and/or
(e) to adequately inform Shareholders of the identified conflict of interest.
Affiliates. Affiliates of the Manager and the General Partner engage in financial advisory activities
that are independent from, and may from time to time conflict with, those of the Fund or its
Investments. In the future, there might arise instances where the interests of such affiliates conflict
with the interests of the Fund or its Investments. Affiliates of the Manager and the General Partner
may provide services to, invest in, advise, sponsor and/or act as investment Manager to investment
vehicles and other persons or entities (including prospective investors in the Investments) which may
have structures, investment objectives and/or policies that are similar to (or different than) those of
the Fund; which may compete with the Fund for investment opportunities; and which may co-invest
with the Fund in certain transactions. In addition, affiliates of the Manager and the General Partner
and their respective clients may themselves invest in securities that would be appropriate for the
Fund’s Investments and may compete with the Investments for investment opportunities. The Fund
may invest in entities that are affiliates of or are managed by the Manager and the General Partner,
including in respect of which they or their affiliates may receive investment management, advisory
or other fees, in addition to those payable by the Fund.
Investing in affiliated parties. The Fund may invest in entities that are affiliates of or are managed
by the Manager or the General Partner, including in respect of which it or its affiliates may receive
investment management, advisory or other fees, in addition to those payable by the Fund.
Extension of Ownership. The General Partner, the Manager and their affiliates provide investment
management services to other clients, which include other investment funds and proprietary
accounts in which the Fund will not have an interest (such other clients, funds and accounts are
collectively referred to as “Other Clients”). The Fund may participate in Extension of Ownership
transactions with Other Clients. In such transactions, Other Clients (and in certain circumstances, if
applicable, their underlying investors) that have held an investment prior to the Extension of
Ownership may receive priority over Other Clients and the Fund in the allocation of an investment
opportunity resulting from such Extension of Ownership (the Fund likewise receiving such priority
when it held a portion of the relevant investment prior to the Extension of Ownership). As a result,
conflicts may arise in determining the amount of an investment, if any, to be allocated among Other
Clients and the Fund in an Extension of Ownership and the respective terms thereof, and there can
be no assurance that any portion of such investment opportunity will be allocated to the Fund.
The General Partner and its affiliates will only involve the Fund in an Extension of Ownership in
circumstances where it aligns with the Fund's investment objectives. There can be no assurance
that the return of the Fund on a particular investment that is subject to an Extension of Ownership
will be equivalent to or better than the returns obtained by Other Clients participating in the
transaction or holding such investment. Furthermore, a conflict may arise in such Extension of
Ownership because Other Clients may be acting on the other side of the Fund and the General
Partner, the Manager and their affiliates may control the investment prior to and after the Extension
of Ownership. The General Partner and its affiliates have established rule-based procedures
designed to ensure all involved clients' interests are fairly and equitably addressed through their
participation in a given Extension of Ownership; for example, the General Partner and its affiliates
will for each Extension of Ownership ensure arm's length pricing in accordance with the requirements
of the applicable regulations. Investors in the Fund should note that there can be no assurance that
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the resolution of any conflict will result in circumstances that favor the Fund, and each investor in the
Fund acknowledges and agrees that in some instances, a decision by the General Partner and its
affiliates to take a particular action could have the effect of benefiting an Other Client (and may also
have the effect of benefiting the General Partner and its affiliates).
Holding and disposal of Investments. Investments owned by the Fund may also be allocated by
Partners Group to Other Clients and such Investments would therefore be owned by Other Clients.
Such Other Clients may have different investment objectives and strategies which will include the
expected time frame for the ownership, holding and eventual disposal of such investments. It is likely
that the General Partner, the Manager and/or their affiliates may decide to dispose some of the
Investments owned by the Fund and Other Clients at the same time and on the same terms and
conditions; however, in certain circumstances (for example, but not limited to, the potential listing of
an Investment on a stock market) it is possible that the Fund may seek to dispose of an Investment
at a different time (either earlier or later) than Other Clients. To the extent such a decision gives rise
to a material conflict of interest, the General Partner and/or the Manager would refer such matter to
the Advisory Board. In certain circumstances the General Partner and/or the Manager may however
determine that such a situation may not necessarily give rise to a conflict of interest in view of the
different investment strategies of the Fund and Other Clients.
Additional services. The General Partner, the Manager or their affiliates, may provide services to
an Investment, or investment entities or vehicles associated with an Investment, for separate
compensation; such compensation may be retained by the General Partner, the Manager or their
affiliates, and not used as an offset against the management fee. A conflict will arise if a Partners
Group representative is involved in, or responsible for, or influences the appointment of a Partners
Group affiliate, and the fees for such services are retained by the General Partner, the Manager or
their affiliates, and not credited or used as an offset for the benefit of the Fund and the Shareholders.
The General Partner, the Manager or their affiliates, may also provide services to the Fund for
separate compensation that may be indirectly paid for by the Fund as an expense. For example,
such services may include (i) financing costs associated with the consummation of Investments or
(ii) financing costs associated with the payment of expenses stemming from the assessment and
monitoring of Investments (whether or not consummated) or Temporary Investments. A conflict may
arise in such circumstances where an affiliate of the General Partner or the Manager may set the
costs of its services to the Fund (for example, by setting the interest rate charged for the financing
services described above). Partners Group has established conflict resolution processes to ensure
such costs are negotiated at arm’s length, and are therefore, at or below market standard.
Seeding of New Products. The General Partner, the Manager or one of their affiliates may at times
allocate firm capital to build an investment portfolio for new products in order to establish a track
record before bringing such products to market. This creates a conflict of interest in that the General
Partner, the Manager or one of their affiliates will, until outside investors purchase interests in such
products, allocate investments to its clients, including the Fund, as well as these new products that
initially only have firm capital invested. To mitigate this conflict, the General Partner, the Manager or
one of their affiliates treat such new products in the same manner as any other advisory client,
subject to the same investment allocation process, where all clients of the General Partner, the
Manager or one of their affiliates receive equitable consideration for investment opportunities that
fall within their respective investment objectives.
Investment opportunities. Although the Manager and the General Partner will seek to allocate
investment opportunities among the Fund and their other clients in a fair and reasonable manner,
there can be no assurance that an investment opportunity which falls within the investment objective
and strategy of the Fund will be appropriate for the Fund or will be referred to the Fund. In particular,
in certain instances the Manager, the General Partner or their respective affiliates may form
investment vehicles that focus on particular market segments, typically in segments where access
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to investment opportunities is relatively scarce. Such vehicles may be granted priority access in
relation to investment opportunities within their investment focus.
Fee and expense arrangements. In accordance with the Articles, the General Partner or the
Manager reserves the right to waive, defer payment of or reduce any fee, cost or expense charged
by the Fund in respect of an Investor or otherwise. Different fee and expense arrangements may
also apply to Partners Group clients participating alongside the Fund in investment opportunities. A
rules based approach is applied by Partners Group in apportioning costs between clients
participating in the same investment opportunity; however, not all Partners Group clients may bear
expenses associated with a given Investment. Similarly, while Equalization Rebate and Transaction
Income is offset against the management fee in connection with Investments made by the Fund,
different arrangements may exist for other investors participating alongside the Fund in investment
opportunities. For example co-investors may not receive the benefit of having Equalization Rebate
and/or Transaction Income offset against the fees which may be payable to Partners Group, resulting
in Partners Group retaining the portion of Equalization Rebate and/or Transaction Income
attributable to those co-investors. In addition, those co-investors may charge separate fees to
Investments, similar to Transaction Income or Equalization Rebate, that the General Partner or the
Manager do not consider when offsetting Transaction Income and/or Equalization Rebate against
management fees as the General Partner, the Manager and their affiliates are not party to such fee
arrangements. Further, Partners Group clients (including the Fund) may incur expenses for credit
facilities even where such facilities are not drawn upon, such expenses being allocated to those
clients that may potentially benefit from the use of such credit facility.
Expense allocation and co-investors. Expenses incurred with respect to consummated

investments are generally allocated among the investors participating in such investments. With
respect to each investment in which any co-investor co-invests with one or more Partners Group-
managed funds or separate accounts, investment expenses or indemnification obligations related to
such investments are generally borne by such funds or separate accounts and such co-investor(s)
in proportion to the capital committed by each to such investment.
Broken deal expenses are generally allocated entirely to funds or separate accounts discretionarily
managed by Partners Group that would be allocated the relevant potential, but ultimately
unconsummated, investment and not to any co-investor allocated to such proposed investment.
Discretionarily managed Partners Group funds or separate accounts typically have priority allocation
rights to investments whilst co-investors have no such rights but typically participate to enable a
transaction considered beneficial for the discretionarily managed Partners Group funds or separate
accounts participating therein as such funds' and separate accounts' collective appetite alone is
typically insufficient to consummate such transactions. Accordingly, amongst such discretionarily
managed Partners Group funds or separate accounts each shall bear the entire amount of broken
deal expenses incurred, in proportion to the capital they would have committed to the contemplated
unconsummated investment, save for certain initial stage broken deal expenses which may be
allocated to Partners Group funds and separate accounts (and not to co-investors) based on such
funds’ and accounts’ investment objectives rather than a planned allocation to an investment.
Notwithstanding the above, Partners Group may enter into separate arrangements with clients and
co-investors in connection with the payment of investment related expenses (including broken deal
expenses); such arrangements shall not disadvantage any discretionarily managed Partners Group
funds or separate accounts.
Advisory Board. In the event that a matter arises that the General Partner determines in its good
faith judgment constitutes an actual conflict of interest between the Fund and the Manager or its
affiliates, and such matter is not otherwise addressed in the Articles or Memorandum, the Manager
may refer the matter to the Advisory Board for resolution. The Manager may act as it deems
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necessary or appropriate to ameliorate the conflict. Upon referring the matter to the Advisory Board,
the Manager will be absolved of any responsibility for the conflict.
Incentive Allocation. The existence of the Incentive Allocation may create an incentive for more
speculative investments to be made by the Manager or its affiliates on behalf of the Fund than it
would otherwise make in the absence of such performance-based arrangements.
Diverse interests. The Fund, Parallel Vehicles, Feeder Vehicles and/or investment entities
(“Partners Group Entities”), and their respective investors, may have conflicting investment, tax and
other interests with respect to the investments made by the Fund. Conflicts of interest may arise in
connection with decisions made by the General Partner, the Manager or their affiliates, including
with respect to the nature or structuring of investments, which may be more beneficial for one or
more of the other Partners Group Entities and their investors, on the one hand, than the Fund and
its investors, on the other hand. For instance, the manner in which a particular investment is
structured may produce tax results that are favorable to one or more of the other Partners Group
Entities, but not to the Fund (or vice versa). In addition, the Fund may face certain tax risks based
on positions taken by the Fund or the other Partners Group Entities, including as a withholding agent.
It is expected that each Partners Group Entity will generally invest on a substantially pro-rata basis
in each investment that meets its investment objective and criteria in proportion to its respective
commitments. It is possible that, as a result of portfolio allocations and objectives, investment
capacity, legal, tax, regulatory or other relevant considerations, the Partners Group Entities will not
invest on a proportionate basis. Additionally, the structure and/or legal form of investments made by
one Partners Group Entity may differ from the structure and/or legal form utilized by the Fund and/or
any other Partners Group Entity. As a result of these differences, the returns to the investors in the
Fund may differ from the returns to investors in any other Partners Group Entity.
No separate counsel. Linklaters LLP have acted as special counsel to the Fund in connection with
its organization and offering and may do so in the future in respect of ongoing investment activities.
Separate counsel has not been engaged to act on behalf of investors.
FATCA and Common Reporting Standard risk. Please refer to section 'Certain Tax
Considerations'.
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16. Certain tax considerations

The income tax considerations discussed below refer to the Fund.
Luxembourg Taxes
The following information is based on the laws, regulations, decisions and practice currently in force
in the Grand Duchy of Luxembourg and is subject to changes therein, possibly with retrospective
effect. This summary does not purport to be a comprehensive description of all Luxembourg tax laws
and Luxembourg tax considerations that may be relevant to a decision to invest in, own, hold, or
dispose of shares and is not intended as tax advice to any particular investor or potential Investor.
Prospective investors should consult their own professional advisers as to the implications of buying,
holding or disposing of Shares and to the provisions of the laws of the jurisdiction in which they are
subject to taxation. This summary does not describe any tax consequences arising under the laws
of any state, locality or other taxing jurisdiction other than Luxembourg.
The Fund
Under current law and practice, the Fund is not liable to income tax or net wealth tax.
No stamp duty or other tax will be payable in Luxembourg on the issue of the Shares of the Fund,
except a fixed registration duty of EUR 75 which is paid upon the Fund’s incorporation or any
amendment of its Articles.
The Fund is subject to an annual subscription tax (taxe d'abonnement) of 0.01%, calculated and
payable quarterly, on the aggregate net assets of the Fund at the end of each quarter with various
exemptions available, i.e., if the Fund invests in other Luxembourg portfolio funds, which in turn are
subject to the Luxembourg annual subscription tax, no tax is due from the Fund on the portion of the
assets invested therein.
Income and gains, if any, received or realized by the Fund from investments may be liable to taxation
in the State of source, at varying rates, which normally cannot be recovered.
The Fund is considered in Luxembourg as a taxable person for value added tax (“VAT”) purposes
without any input VAT deduction right. A VAT exemption applies in Luxembourg for services
qualifying as fund management services. Other services supplied to the Fund could potentially
trigger VAT and require the VAT registration of the Fund in Luxembourg. As a result of such VAT
registration, the Fund will be in a position to fulfil its duty to self-assess the VAT regarded as due in
Luxembourg on taxable services (or goods to some extent) purchased from abroad.
No VAT liability arises in principle in Luxembourg in respect of any payments by the Fund to its
Shareholders, to the extent such payments are linked to their subscription to the Shares and do,
therefore, not constitute the consideration received for taxable services supplied.
Withholding tax
Dividend distributions made by the Fund and payments upon redemption of Shares are not subject
to withholding tax in Luxembourg. There is also no withholding tax on the distribution of liquidation
proceeds to the Shareholders.
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Shareholders
Under current law and practice, Shareholders are not subject to any Luxembourg capital gains,
income, withholding, estate, inheritance or other taxes in Luxembourg, except for those domiciled,
resident or having a permanent establishment in Luxembourg.
Non-Luxembourg Taxes
The Fund may be subject to withholding and other taxes imposed by jurisdictions other than
Luxembourg in which its target companies are located, conduct activities or make investments. Tax
conventions between such countries and Luxembourg may reduce or eliminate such taxes. The tax
discussion set forth above is for general information only. Tax consequences may vary based on the
circumstances of an investor. Prospective investors are urged to consult their professional tax
advisers with respect to the tax consequences of an investment in the Fund.
Exchange of information pursuant to FATCA
The Foreign Account Tax Compliance Act (“FATCA”) was enacted into US law in March 2010 as
part of the Hiring Incentives to Restore Employment Act. FATCA aims at reducing tax evasion by
US citizens and requires foreign financial institutions outside the US (“FFIs”) to provide information
about financial accounts held, directly or indirectly, by specified US persons to the US Internal
Revenue Service (“IRS”) on an annual basis. A 30% withholding tax is imposed on certain US
sources of income of any FFI that fails to comply with this requirement (“FATCA Withholding”).
To implement FATCA in Luxembourg, Luxembourg entered into a so-called Model 1

Intergovernmental Agreement (“IGA”) with the US, and a memorandum of understanding in respect
thereof, on 28 March 2014. The IGA was implemented in Luxembourg domestic law by Law of 24
July 2015 (the "Luxembourg FATCA Law"). Luxembourg FFIs which comply with the requirements
of the IGA, will not be subject to FATCA Withholding.
Under the Luxembourg IGA, Luxembourg FFIs are required to perform certain due diligence and
monitoring of investors, and to report to the Luxembourg tax authorities on an annual basis
information about financial accounts held by (a) specified US persons, (b) certain US controlled
entities and (c) non-US financial institutions that do not comply with FATCA. Under the Luxembourg
IGA, such information will subsequently be remitted by the Luxembourg tax authorities to the IRS.
It is the intention of the Fund to procure that it is treated as complying with the requirements that
FATCA and the Luxembourg IGA imposes upon it. However, no assurance can be provided that the
Fund will be able to comply with such requirements and, in the event that it is not able to do so, the
Fund could be exposed to fines which may reduce the amounts available to it to make payments to
its investors. Investors may be required to provide information to the Fund to comply with its reporting
obligations under the IGA. In furtherance of the Fund’s compliance with the IGA and the Luxembourg
FATCA Law in accordance with the foregoing, the Fund may:
(i) request information or documentation, including self-certification forms, a global

intermediary identification number, if applicable, or any other valid evidence of an
Investor’s FATCA registration with the IRS or a corresponding exemption, in order to
ascertain such investor’s FATCA status;
(ii) report information concerning an Investor and his account holding in the Fund to the
Luxembourg tax authorities if such account is deemed a US reportable account under the
Luxembourg IGA; and
(iii) report information to the Luxembourg tax authorities concerning payments to account
holders with the FATCA status of non-participating foreign financial institution.
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Investors should contact their own tax advisers regarding the application of FATCA to their particular
circumstances and their investment in the Fund.
Exchange of information pursuant to CRS
The OECD has developed the Common Reporting Standard (“CRS”) which aims at implementing
automatic exchange of financial account information among participating countries. The CRS
requires Luxembourg financial institutions to identify financial account holders and to determine
whether they are tax resident in a country with which Luxembourg has an exchange of information
agreement. Luxembourg financial institutions will need to report financial account information of such
account holders to the Luxembourg tax authorities which will remit such information to the competent
foreign tax authorities of the other country.
The CRS has been incorporated in the revised EU Directive on Administrative Cooperation (EU
Directive 2014/107) (“DAC”) which effectively translates the CRS into EU law. Luxembourg
implemented the DAC in Luxembourg domestic law by Law of 18 December 2015 (“Luxembourg
CRS Law”). Pursuant to the Luxembourg CRS Law, the first year for which information needs to be
exchanged is 2016. Such information will need to be exchanged by Luxembourg financial institutions
with the Luxembourg tax authorities prior to 30 June 2017.
It is the intention of the Fund to procure that it is treated as complying with the requirements that the
Luxembourg CRS Law places upon it. However, no assurance can be provided that the Fund will be
able to comply with the Luxembourg CRS Law and, in the event that it is not able to do so, it could
be exposed to fines which may reduce the amounts available to it to make payments to Investors.
Investors will be required to provide certain information to the Fund to comply with the reporting
obligations under the Luxembourg CRS Law. In furtherance of compliance with the Luxembourg
CRS Law in accordance with the foregoing, the Fund may:
(i) request information or documentation, including self-certification forms, a tax

identification number (if applicable), or any other relevant information in order to ascertain
such Investor’s status; and
(ii) report information concerning an Investor and its account holding in the Fund to the
Luxembourg tax authorities if such Investor is a reportable accountholder under the
Luxembourg CRS Law.
Investors should contact their own tax advisers regarding the application of the Luxembourg CRS
Law to their particular circumstances and their investment in the Fund.
US Federal Income Tax Considerations
The following is a summary of certain US federal income tax considerations relevant to an investment
in the Fund. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”),
US Treasury regulations issued thereunder and published administrative rulings and judicial
decisions, all as of the date of this Memorandum. No assurance can be given that future legislation,
administrative rulings, court decisions or regulatory action will not modify the summary set forth
herein, possibly with retroactive effect. This summary addresses only US federal income tax matters
and does not address any other US federal, state, local or non-US tax considerations, including, but
not limited to, US federal estate and gift tax considerations. This summary is necessarily general,
and the actual tax consequences for each prospective investor of the purchase and ownership of
Shares will vary depending upon such investor’s particular circumstances. This summary does not
consider the specific tax circumstances of any prospective investor and is not intended to be
applicable to all categories of investors, including those subject to special tax treatment under the
Code, such as banks, thrifts, insurance companies, US expatriates, US real estate investment trusts
(“REITs”), regulated investment companies, governmental investors, private foundations, charitable
Page 133
remainder trusts, investors owning actually or constructively 10% or more of the Shares, dealers in
securities or persons who adopt a mark-to-market method of accounting, and investors who hold
their Shares as other than capital assets for US federal income tax purposes (generally, property
held for investment). This summary does not discuss the specific tax consequences of any
Investment that the Fund may make.
For purposes of this summary, a “US Person” is an individual who is a citizen or a resident of the
United States for US federal income tax purposes, a corporation that is organized in or under the
laws of the United States, any state or the District of Columbia, an estate, the income of which is
subject to US federal income taxation regardless of its source, or a trust that (i) is subject to the
supervision of a court within the United States and the control of a US Person as described in Section
7701(a)(30) of the Code or (ii) has a valid election in effect under applicable US Treasury regulations
to be treated as a US Person. A “US Shareholder” is a holder of Shares that is a US Person. A “Non-
US Shareholder” is a holder of Shares that is not a US Person.
This summary does not address the tax consequences applicable to investors that are partnerships,
including for this purpose any entity treated as a partnership for US federal income tax purposes, or
to persons who are partners in partnerships that own Shares. If a partnership owns Shares, the tax
treatment of a partner in the partnership will generally depend upon the status of the partner and the
activities of the partnership. If you are a partner in a partnership that owns Shares, you should consult
your tax adviser with regard to the US federal, state, local and non-US tax consequences to you of
such partnership’s ownership of Shares.
Each prospective investor should be aware that tax laws and regulations (and interpretations thereof)
are changing on an ongoing basis, and any such change may subject the Fund and/or Shareholders
to adverse consequences, potentially on a retroactive basis, including as to both tax and tax reporting
obligations. In this regard, on December 22, 2017, H.R. 1, known as the “Tax Cuts and Jobs Act”
(“TCJA”), was signed into law. The TCJA imposes a number of significant changes, and it should be
noted that only limited guidance has been issued to date with respect to these changes. There are
numerous interpretive issues and ambiguities that will require guidance and that are not yet clearly
addressed. Technical corrections legislation may be needed to clarify certain of these provisions and
to give proper effect to Congressional intent. It is unclear if and when such technical clarifications or
other legislative changes that may be needed to avoid unintended or unforeseen tax consequences
will be enacted, and future regulatory guidance and legislation may significantly affect the impact of
the TCJA. Accordingly, each prospective investor is urged to consult its tax advisor regarding the
impact of the TCJA on an investment in the Fund.
EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS TAX ADVISER WITH RESPECT
TO THE US FEDERAL, STATE, LOCAL AND NON-US TAX CONSEQUENCES OF THE
PURCHASE, OWNERSHIP AND DISPOSITION OF SHARES.
US Shareholders may be required to file IRS Form 926 “Return by a US Transferor of Property to a
Foreign Corporation” with respect to their investments in the Fund.
US Federal Income Tax Classification of the Fund
The Fund will elect to be treated as an association taxable as a corporation for US federal income
tax purposes.
US Federal Income Taxation of the Fund
As a foreign corporation for US federal income tax purposes, the Fund will be subject to US federal
income tax (and applicable state and local tax) on its net income that is (or is treated as) effectively
connected with a trade or business within the United States (“ECI”), at a current maximum US federal
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income tax rate of 21%. In addition, the Fund generally is subject to the US branch profits tax rate,
at a rate of 30%, on its after-tax ECI (which may be subject to reduction or exemption for Non-US
Shareholders eligible for benefits under a US income tax treaty with respect to their investment in
the Fund).
The Fund intends to take the position that its activities generally do not constitute a trade or business
within the United States, but rather qualify for an exemption from such treatment for non-US persons
that limit their US activities to investing in stocks and securities. However, such exemption does not
extend to non-US persons who engage in a “finance business” within the United States. While the
US federal income tax law is unclear, significant loan origination activities (i.e., as opposed to
purchasing loans for investment that were originated by another person) may result in a finance
business. In addition, it is possible that significant loan restructuring or “workout” activities may not
be included in such stocks and securities exception. As such, it is possible that the Fund may be
treated as engaged in a trade or business in the United States as a result of, among other things,
loan origination or workout activities conducted by the Fund. In such a case, income of the Fund
effectively connected with such trade or business would be subject to US federal income tax (and
applicable state and local taxes), as well as the US federal branch profits tax as described above.
Any such taxation would reduce the Fund’s cash available for distribution to Shareholders and may
be material. If the Fund recognizes gain from the sale of a “US real property interest” such gain
generally will be treated as ECI and subject to US federal income and branch profits taxes described
above, provided, that the sale of shares of a “US real property holding corporation” generally should
not be subject to the US federal branch profits tax. Except as described above with respect to a US
trade or business or with respect to a US real property interest, the Fund generally should not be
subject to US federal income or withholding tax on capital gains recognized by the Fund from its
investments in stocks and securities.
It is expected that the Fund’s US source dividends, interest (other than “portfolio interest,” interest
on bank deposits and “original issue discount” on certain short-term obligations) and certain other
US source income will be subject to US federal withholding tax at a rate of 30%, although in certain
circumstances those taxes may be reduced or eliminated with respect to a Non-US Shareholder
eligible for benefits under a US income tax treaty. Portfolio interest means certain non-participating
US-source interest received from a borrower of which the Fund holds less than 10% of the voting
shares (or 10% of the capital and profits for a borrower treated as a partnership for US federal income
tax purposes), provided, that such interest is not ECI and meets certain other requirements.
Provided the Fund is not engaged in a trade or business within the United States, the Fund expects
that substantially all of its US source interest should qualify as portfolio interest, and therefore should
be exempt from US federal withholding tax.
Non-US Shareholders who wish to claim the benefits of an applicable income tax treaty generally
with respect to their Investments in the Fund are required to satisfy certain certification requirements,
including providing the Fund an appropriate IRS Form W-8. In order to claim benefits under an
applicable income tax treaty, non-US Shareholders may be required to include their US or foreign
taxpayer identification number on such IRS Form W-8. A Non-US Shareholder may not be able to
claim benefits under an otherwise applicable income tax treaty with respect to its investment in the
Fund in the event that such investor’s jurisdiction of residence does not treat the Fund as “fiscally
transparent” for purposes of such jurisdiction’s relevant tax rules.
Taxation of US Shareholders
The Fund is expected to be treated as a “passive foreign investment company” (“PFIC”) for US
federal income tax purposes. In general, a non-US corporation will be treated as a PFIC for a taxable
year if at least (i) 75% of its gross income is classified as “passive income,” or (ii) 50% of the average
quarterly value of its assets produces or is held for the production of passive income. Passive income
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includes, among other things, dividends, interest and rental income not treated as earned in
connection with the active conduct of a trade or business.
Absent a US Shareholder making one of the elections discussed below, a US Shareholder will be
subject to special tax rules with respect to (i) “excess distributions” received from the Fund and (ii)
any gain realized from a sale or other disposition of Shares (including a pledge). Excess distributions
are distributions received from a PFIC in a taxable year that are greater than 125% of the PFIC’s
average annual distributions during the shorter of the three preceding taxable years or the US
Shareholder’s holding period for its PFIC interest.
Under these special tax rules, (i) the excess distribution or gain will be allocated over the US
Shareholder’s holding period for its Shares, (ii) the amount allocated to the current taxable year will
be subject to tax as ordinary income, and (iii) the amount allocated to each other year will be subject
to tax at the highest tax rate in effect for that year, and an interest charge (at the rate generally
applicable to underpayments of tax due in such year) will be imposed on the tax attributable to each
such year.
US Shareholders will not be eligible for the preferential individual US federal income tax rates on
“qualified dividend income,” or the dividends received deduction (available for corporate US
Shareholders) with respect to PFIC distributions, regardless of whether they make a QEF or mark-
to-market election (as described below) with respect to the Fund. In addition, US Shareholders are
required to undertake certain reporting obligations with respect to their PFIC investments.
Qualified Electing Fund election. A US Shareholder will be subject to different rules than those
described above if the US Shareholder makes an election to treat the Fund as a “qualified electing
fund” (“QEF”) for US federal income tax purposes. Generally, a QEF election is made with the filing
of the US Shareholder’s US federal income tax return for the first taxable year that it owns Shares.
If a timely QEF election is made, an electing US Shareholder generally will be required to include in
its gross income each taxable year its pro rata share of the Fund’s (i) ordinary earnings (as ordinary
income) and (ii) net capital gain (as long-term capital gain), in each case, regardless of whether such
amounts are distributed by the Fund to the US Shareholder. A US Shareholder’s tax basis in its
Shares will be increased to reflect such QEF inclusions. Amounts included in income pursuant to a
QEF election are not again subject to US federal income tax when later distributed, although a US
Shareholder’s tax basis in its Shares will be reduced to the extent of any non-taxable distributions.
If a PFIC has a loss for a taxable year, the loss will not be available to a US Shareholder, and may
not be carried back or forward in computing a PFIC’s ordinary earnings or net capital gain for
purposes of determining QEF income inclusions in other taxable years. Consequently, US
Shareholders that make a QEF election with respect to the Fund may over time be taxed on amounts
that, as an economic matter, exceed the Fund’s net profits allocable to such Shareholders. A US
Shareholder may elect to defer, until the occurrence of certain events, payment of US federal income
tax attributable to a QEF inclusion for which current distributions are not received, but in such a case
are required to pay interest on the deferred tax.
An amount included in an electing US Shareholder’s gross income pursuant to a QEF election should
generally be treated as income from sources outside the United States for US foreign tax credit
limitation purposes, although in certain instances a PFIC’s US source income may be treated as US
source.
The ability of a US Shareholder to make a QEF election with respect to the Fund (and any PFIC
directly or indirectly held by the Fund; the foregoing PFIC rules generally apply separately to any
PFIC owned by the Fund) will depend on the Fund’s ability to provide annual information to such US
Shareholder as to its share of the Fund’s ordinary income and net capital gain (and, with respect to
a PFIC directly or indirectly held by the Fund, the Fund’s ability to obtain such information from such
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PFIC), computed in accordance with US federal income tax principles (an “Annual Information
Statement”). There can be no assurance that the Fund will be able to provide an Annual Information
Statement with respect to the Fund, or with respect to any PFIC directly or indirectly held by the
Fund, and the Fund does not anticipate providing such Annual Information Statement, nor shall it be
obligated to provide such Annual Information Statement.
Mark-to-market election. A US Shareholder may make an election to include gain or (subject to

certain limitations) loss on PFIC shares that are “marketable stock” for purposes of the PFIC rules
in its taxable income for US federal income tax purposes under a mark-to-market method of
accounting. In order to be considered marketable stock, a PFIC’s shares generally would have to be
regularly traded on a qualifying exchange (i) in the United States that is registered with the US
Securities and Exchange Commission (the “SEC”) or a national market system established pursuant
to the US Securities Exchange Act of 1934 or (ii) outside the United States that is properly regulated
and that meets certain trading, listing, financial disclosure and other requirements. It is not
anticipated that the Fund (or any PFICs directly or indirectly held by the Fund) will meet the foregoing
marketable stock requirements.
The rules dealing with PFICs and with the QEF and mark-to-market elections are complex and are
affected by various factors in addition to those described above. US Shareholders should consult
their tax advisers regarding the PFIC rules, including applicable US federal income tax reporting
requirements.
“Medicare” Tax on Net Investment Income

Certain US Shareholders that are individuals, estates and trusts that exceed certain income levels
are required to pay a 3.8% US federal income tax on their “net investment income.” Among other
items, net investment income generally includes interest, dividends and capital gains, as well as
gross income from passive activities described in Section 469 of the Code. US Shareholders are
urged to consult their tax advisors with regard to the US federal net investment income tax on their
acquisition, ownership and disposition of an investment in the Fund.
Taxation of Tax-Exempt US Shareholders

Certain tax-exempt entities are subject to US federal income taxation on their unrelated business
taxable income (“UBTI”). Subject to certain exceptions, UBTI is defined as gross income derived by
a tax-exempt entity from an unrelated trade or business, less the deductions directly connected with
that trade or business. UBTI generally does not include dividends, interest, certain types of rents
from real property and gain or loss derived from the sale of property (other than property held for
sale to customers in the ordinary course of a trade or business) but does include operating income
from businesses owned directly or through fiscally transparent entities (i.e., entities treated as
partnerships or disregarded for US federal income tax purposes). Provided a tax-exempt entity does
not borrow to acquire or own its Shares, it generally should not generate UBTI from an investment
in the Fund (also, such tax-exempt entity should not be subject to the PFIC rules set forth above).
Under the TCJA, tax-exempt entities should also consider the requirement to calculate UBTI income
and losses separately with respect to each unrelated trade or business from which they derive UBTI,
including with respect to net operating losses generated in taxable years starting after January 1,
2018.
Certain tax-exempt entities are subject to special rules different than those described above, and the
foregoing discussion may not be applicable to them in whole or in part, or they may be subject to
additional adverse consequences with regard to the receipt of UBTI. Of note, under the TCJA, certain
tax-exempt private universities are now subject to an additional 1.4% excise tax on their “net
investment income,” including income from interest, dividends, and capital gains.
Taxation of Non-US Shareholders
Page 137
Other than as provided below in “US Legislation Relating to Certain Foreign Accounts,” Non-US
Shareholders that do not hold their Shares in the conduct of a trade or business within the United
States generally should not be subject to US federal income or withholding taxation as a result of an
investment in the Fund. However, certain individual Non-US Shareholders that spend 183 days
within the United States and that have a “tax home” in the United States in the year in which they
sell Shares may be subject to a 30% US federal income tax on gain derived from such sale.
US Laws Relating to Certain Foreign Accounts
US federal tax law may impose withholding taxes on payments made to “foreign financial institutions”
and certain other non-US entities. Under these rules, a failure to comply with certain certification,
information reporting and other specified requirements may result in US federal withholding tax on
amounts paid to the Fund from US sources as well as amounts paid by the Fund to US investors
who own Shares through foreign accounts or foreign intermediaries and certain non-US investors.
In particular, the rules impose a 30% US federal withholding tax on US source income, including
interest and dividends and proceeds from the sale of US securities, paid to a foreign financial
institution or to a foreign non-financial entity, unless (i) the foreign financial institution undertakes
certain diligence and reporting obligations or (ii) the foreign non-financial entity either certifies it does
not have any substantial US persons as owners or furnishes identifying information regarding each
substantial US owner. If a payee is a foreign financial institution, it may be required to enter into an
agreement with the US Treasury Department requiring, among other things, that it (a) undertakes to
identify accounts held by certain US persons or US-owned foreign entities, (b) annually reports
certain information about such accounts to the US Internal Revenue Service (or reports such
information to the government of the jurisdiction under which the payee is organized, with such
government then agreeing to provide such information to the US Internal Revenue Service pursuant
to an intergovernmental agreement) and (c) withholds US federal tax at a rate of 30% on payments
to account holders whose actions prevent it from complying with these reporting and other
requirements. To the extent the Fund is subject to US federal withholding tax under these rules as a
result of an investor failing to comply with applicable identification and reporting requirements or is
otherwise required to withhold tax on amount distributable or payable to an investor, the withheld tax
may be allocated (i.e., charged) to such investor (such as by withholding on amounts distributable
or otherwise payable (including pursuant to a redemption of Shares or the Fund’s liquidation) to such
investor) and such allocation of tax may have a material adverse effect on such investor’s investment
in the Fund. The rules generally apply to payments made after 30 June 2014. Prospective investors
should consult their tax advisers regarding these rules.
Page 138
Possible Legislative or Other Actions

The rules dealing with US federal income taxation are constantly under review by persons involved
in the legislative process and by the IRS and the US Treasury Department. Changes to the tax law,
which may have retroactive application, could adversely affect the Fund and its investors. It cannot
be predicted whether, when, in what forms, or with what effective dates, the tax law applicable to the
Fund or its investors will be changed.
Importance of Obtaining Professional Advice

THE FOREGOING ANALYSIS IS NOT INTENDED AS A SUBSTITUTE FOR CAREFUL TAX
PLANNING. ACCORDINGLY, PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR
TAX ADVISERS REGARDING THE TAX CONSEQUENCES OF AN INVESTMENT IN THE FUND.
Page 139
17. Certain US securities law considerations

Securities Act of 1933
The Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”),
or any other US or non-US securities laws. Shares will be offered without registration in reliance
upon the Securities Act exemption for transactions not involving a public offering and will be sold
only to accredited investors, as defined in Regulation D of the Securities Act. As a purchaser of the
Shares in a private placement not registered under the Securities Act, each investor will be required
to make customary private placement representations, including that it is acquiring such interests for
investment and not with a view to resale or distribution. Further, each investor must be prepared to
bear the economic risk of the investment for an indefinite period, since the Shares cannot be sold
unless they are subsequently registered under the Securities Act or an exemption from such
registration is available. It is extremely unlikely that the Shares will ever be registered under the
Securities Act.
Investment Company Act of 1940
It is anticipated that the Fund will be exempt from the registration requirements of the Investment
Fund Act. The Fund will rely on the exemption contained in Section 3(c)(7) of the Investment Fund
Act, which exempts from registration issuers whose securities are owned exclusively by “qualified
purchasers”, as defined by the Investment Fund Act. The Fund will obtain appropriate
representations and undertakings from the purchasers, including with respect to “qualified purchaser”
status, in order to ensure that such purchasers meet the conditions of the applicable exemption.
Investment Advisers Act of 1940
The Manager does not intend to register as an investment adviser under the Investment Advisers
Act of 1940, as amended.
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18. Notices to certain investors

Notice to Residents of the European Economic Area
Pursuant to the AIFMD, the Fund will constitute an EEA AIF whose alternative investment fund
manager is the Manager. Each member state of the EEA is adopting or has adopted legislation
implementing the AIFMD into national law. Under the AIFMD, marketing of the Fund to any
(prospective) Investor domiciled or with a registered office in the EEA will be restricted by such laws,
and no such marketing shall take place except as permitted by such laws. Interests in the Fund may
only be offered and issued in accordance with applicable laws in relevant member states. Potential
Investors should ensure they are able to make a Commitment to subscribe for an Interest in the Fund
in accordance with those laws.
Australia
The provision of this Memorandum to any person in Australia does not constitute an offer of securities
to that person or an invitation to that person to apply for the issue of securities unless the recipient
is a person to whom an offer of securities may be made in Australia without the need for a prospectus
or other disclosure document under Chapter 6D of the Corporations Act.
This Memorandum does not contain all of the information that would be required in a registered
Australian prospectus, and may not contain all of the information that a prospective investor may
desire or should obtain in order to make an informed investment decision. Prospective investors
should make independent enquiries as they consider appropriate.
The Fund is not issuing Ordinary Shares for the purpose of resale. By applying for Ordinary Shares,
prospective investors warrant that they intend to hold the Ordinary Shares as long-term investments
and that they are not acquiring them with the purpose of disposing of them or creating or transferring
any interests in them within 12 months after their issue.
Austria
The Fund has not been registered for public offer in Austria. Consequently, Ordinary Shares may
not be offered, directly or indirectly, to the public in Austria. No public advertisement may be made
for the Fund or interests therein. This Memorandum is not a prospectus under the Austrian
Investment Funds Act or under the Austrian Capital Market Act and it does not constitute an offer to
sell any Ordinary Shares.
Bahamas
No invitation will be made to the public of the Bahamas to subscribe for the Ordinary Shares.
Bahrain
All applications for investment should be received, and any allotments made, from outside Bahrain.
This Memorandum has been prepared for private information purposes of intended investors only. It
may not be used for and shall not be deemed a public offering of the Ordinary Shares. The Bahrain
monetary agency has not approved any offering of the Ordinary Shares. Accordingly, the Ordinary
Shares may not be offered or sold in Bahrain or to residents thereof except as permitted by Bahrain
law.
Page 141
Belgium
Ordinary shares in the Fund may not be transferred, delivered, sold, whether directly or indirectly,
as part of the initial distribution or at any time thereafter, to any person other than to professional
investors within the meaning of article 3, 30° of the Belgian law of 19 April 2014 on alternative
collective investment undertakings and their managers (“Belgian Professional Investors”).
Consequently, this document has not been and will not be notified to, and the offer to purchase and
any other offering material relating to the offer has not been, and will not be, submitted to nor
approved by the Belgian financial services and markets authority (Autoriteit voor Financiële Diensten
en Markten/Autorité des services et marchés financiers) pursuant to the Belgian laws and regulations
applicable to the public offer of securities. The offer as well as any other materials relating to the
offer may not be advertised, nor distributed, directly or indirectly, to any person in Belgium other than
Belgian Professional Investors, acting on their own account, and may not be used in connection with
any offering in Belgium except as may otherwise be permitted by law.
Brunei
This document has not been delivered to, licensed or permitted by the Authority as designated by
the Brunei Darussalam Mutual Funds Order 2001; nor has it been registered with the Registrar of
Companies. It must not be distributed or redistributed to and may not be relied on or used by any
person in Brunei other than the person to whom it is communicated in accordance with the conditions
of Section 309(4) of the Companies Act Cap 39.
Canada
The Canadian Offering is being made solely by this Memorandum and any decision to purchase
should be based solely on information contained in this document. No person has been authorized
to give any information or to make any representations concerning this Canadian Offering other than
those contained herein.
This Memorandum is for the confidential use of only those persons to whom it is delivered in
connection with the Canadian Offering. The General Partner reserves the right to reject all or a part
of an offer to purchase the Ordinary Shares for any reason or allocate to any investor less than all
of the Ordinary Shares for which such investor has subscribed.
Responsibility
Except as otherwise expressly required by applicable law or as agreed to in contract, no
representation, warranty, or undertaking (express or implied) is made and no responsibilities or
liabilities of any kind or nature whatsoever are accepted by the Fund or the General Partner as to
the accuracy or completeness of the information contained in this Memorandum or any other
information provided in connection with the Offering.
This Memorandum is personal to each offeree and does not constitute an offer to any other person
or to the public generally to subscribe for or otherwise acquire Ordinary Shares. Distribution of this
Memorandum to any person other than the prospective investor and any person retained to advise
such prospective investor with respect to its purchase is unauthorized, and any disclosure of any of
its contents without the Fund’s prior written consent is prohibited. Each prospective investor, by
accepting delivery of this Memorandum, agrees to the foregoing and to make no photocopies of this
Memorandum or any documents referred to in this Memorandum.
Canadian Tax Considerations

No representation or warranty is made as to the tax consequences to a Canadian resident of an
investment in the Fund. Canadian residents are advised that an investment in the Fund may give
Page 142
rise to particular tax consequences affecting them. Accordingly, Canadian residents are strongly
encouraged to consult with their tax advisers prior to making any investment in the Fund.
Canadian Resale Restrictions

The distribution of Ordinary Shares in Canada is being made on a private placement basis exempt
from the requirement that the Fund prepare and file a prospectus with the applicable securities
regulatory authorities. Any resale of the Ordinary Shares in Canada must be made under applicable
securities laws which vary depending on the relevant jurisdiction, and which may require resales to
be made under available statutory exemptions from registration and prospectus requirements or
under a discretionary exemption granted by the applicable Canadian securities regulatory authority.
Canadian investors are advised to seek legal advice prior to any resale of the Ordinary Shares.
Canadian investors are advised that the Fund is not required to file a prospectus or similar document
with any securities regulatory authority in Canada qualifying the resale of the Ordinary Shares to the
public in Canada or any province or territory thereof.
Representations and Acknowledgments of Investors

Each Canadian investor who purchases Ordinary Shares on a private placement basis pursuant to
this Memorandum will be deemed to have represented to the Fund that such investor and any
ultimate investor for which such initial investor is acting as agent (a) is entitled under applicable
securities laws to purchase such Ordinary Shares without the benefit of a prospectus qualified under
such securities laws and, in the case of investors in Provinces other than Ontario and Newfoundland
and Labrador and except as otherwise provided herein, without the services of a dealer registered
pursuant to such securities laws, (b) is basing its investment decision solely on this Memorandum
and not on any other information concerning the Fund or the Offering, (c) has reviewed the terms
referred to above under the heading “Canadian Resale Restrictions”, (d) such investor shall be
deemed to have agreed that all documents relating to such purchase be in English only/chaque
investisseur au Canada reconnaît que c’est sa volonté expresse que tous les documents faisant
foi du ou se rapportant de quelque manière au placement de billets soient rédigés uniquement en
anglais, and (e) is in compliance with the following:
the investor is resident in one of the Provinces of Canada;
the investor: (A) is purchasing the Ordinary Shares with the benefit of the prospectus exemption
provided by Section 2.3 of National Instrument 45-106 – Prospectus Exempt Distributions (“NI
45-106”) (that is, such investor is purchasing as principal and is an “accredited investor” within
the meaning of Section 1.1 of NI 45-106); and (B) is either purchasing Ordinary Shares as
principal for its own account, or is deemed to be purchasing the Ordinary Shares as principal for
its own account in accordance with applicable securities laws;
if the investor is not an individual or an investment fund, the investor had a pre-existing purpose and
was not established solely or primarily for the purpose of acquiring Ordinary Shares in reliance
on an exemption from applicable prospectus requirements; and
if in Ontario, is not an individual unless purchasing from a fully registered dealer with the meaning of
Section 204 of the Regulation to the Securities Act (Ontario).
Each Canadian investor who purchases Ordinary Shares on a private placement basis pursuant to
this Memorandum will be deemed to have acknowledged to the Fund that:
(i) any resale of Ordinary Shares must be in accordance with the requirements of applicable
securities laws (see “Canadian Resale Restrictions” above);
(ii) its name and other specified information (the “Information”), including the aggregate principal
amount of Ordinary Shares purchased: (A) will be disclosed to the relevant Canadian securities
regulatory authorities and may become available to the public in accordance with the
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requirements of applicable securities and freedom of information laws and the investor consents
to the disclosure of the Information; (B) is being collected indirectly by the applicable Canadian
securities regulatory authority under the authority granted to it in securities legislation; and (C) is
being collected for the purposes of the administration and enforcement of the applicable
Canadian securities legislation;
(iii) if required by applicable securities laws or stock exchange rules, the investor will execute, deliver
and file or assist the Fund in obtaining and filing such reports, undertakings and other documents
relating to the purchase of the Ordinary Shares by the investor as may be required by any
securities commission, stock exchange or other regulatory authority;
(iv) the investor has been notified that the title, business address and business telephone number of
the public official in Ontario who can answer questions about the Ontario Securities
Commission’s indirect collection of the information is:
Administrative Assistant to the Director of Corporate Finance

Ontario Securities Commission
Suite 1903, Box 55, 20 Queen Street West
Toronto, Ontario M5H 3S8
Tel: (416) 593-8086
(v) the investor has authorized and consented to the disclosure and indirect collection of the
Information by any applicable securities commission, stock exchange or other regulatory
authority.
Enforcement of Legal Rights

The Directors and Officers of the General Partner are located outside of Canada and, as a result, it
may not be possible for investors to effect service of process within Canada upon the Fund. All or a
substantial portion of the assets of the Fund may be located outside of Canada and, as a result, it
may not be possible to satisfy a judgment against the Fund or its representatives in Canada or to
enforce a judgment obtained in Canadian courts against the Fund or its representatives.
Investors’ Rights
In certain circumstances, investors resident in certain provinces of Canada are provided with a
remedy for rescission or damages, or both, in addition to any other right they may have at law, where
an offering memorandum and any amendment to it contains a misrepresentation. These remedies,
or notice with respect thereto, must be exercised or delivered, as the case may be, by the investor
within the time limits prescribed by the applicable securities legislation.
The following summary is subject to the express provisions of the applicable securities laws,
regulations and rules, and reference is made thereto for the complete text of such provisions. Such
provisions may contain limitations and statutory defenses on which the Fund and other applicable
parties may rely. Investors should refer to the applicable provisions of the securities legislation of
their province for the particulars of these rights or consult with a legal advisor.
The rights of action described below are in addition to and without derogation from any other right or
remedy available at law to the investor and are intended to correspond to the provisions of the
relevant securities legislation and are subject to the defenses contained therein.
The following is a summary of rights of rescission or damages, or both, available to investors resident
in certain of the Provinces of Canada.
Statutory Rights of Action (Ontario Investors)

Section 6.2 of Ontario Securities Commission Rule 45-501 provides that investors who have been
delivered an offering memorandum in connection with a distribution of securities in reliance upon the
“accredited investor” prospectus exemption in Section 2.3 of NI 45-106 have the rights referred to in
Section 130.1 of the Securities Act (Ontario) (“Section 130.1”).
Page 144
Section 130.1 provides such investors with a statutory right of action against the issuer of the
securities for rescission or damages in the event that the offering memorandum and any amendment
to it contains a “misrepresentation”. “Misrepresentation” means an untrue statement of a material
fact or an omission to state a material fact that is required to be stated or that is necessary to make
any statement not misleading or false in the light of the circumstances in which it was made.
Where an offering memorandum is delivered to an investor and this document contains a

misrepresentation, the investor, without regard to whether investor relied on the misrepresentation,
will have a statutory right of action against the issuer for damages or for rescission, in which case, if
the investor elects to exercise the right of rescission, the investor will have no right of action for
damages against the issuer. No such action shall be commenced more than, in the case of an action
for rescission, 180 days after the date of the transaction that gave rise to the cause of action, or, in
the case of any action other than an action for rescission, the earlier of: (i) 180 days after the investor
first had knowledge of the facts giving rise to the cause of action, or (ii) three years after the date of
the transaction that gave rise to the cause of action.
Section 130.1 provides a number of limitations and defenses, including the following:
The issuer shall not be liable under Section 130.1 if it proves that the investor purchased the
securities with knowledge of the misrepresentation.
In an action for damages, the issuer shall not be liable under Section 130.1 for all or any portion of
the damages that the issuer proves does not represent the depreciation in value of the securities as
a result of the misrepresentation relied upon.
The issuer and any other person or Fund who becomes liable to make any payment for a
misrepresentation may recover a contribution from any person or Fund who, if sued separately,
would have been liable to make the same payment, unless the court rules that, in all the
circumstances of the case, to permit recovery of the contribution would not be just and equitable.
In no case shall the amount recoverable for the misrepresentation exceed the price at which the
securities were offered.
The rights provided by Section 130.1 are not available for an investor that is:
(a) a Canadian financial institution, meaning either:
(i) an association governed by the Cooperative Credit Associations Act (Canada) or

a central cooperative credit society for which an order has been made under
section 473(1) of that Act; or
(ii) a bank, loan corporation, trust Fund, trust corporation, insurance Fund, treasury
branch, credit union, caisse populaire, financial services corporation, or league
that, in each case, is authorized by an enactment of Canada or a province or
territory of Canada to carry on business in Canada or a territory in Canada;
(b) a Schedule III bank, meaning an authorized foreign bank named in Schedule III of the Bank
Act (Canada);
(c) the Business Development Bank of Canada incorporated under the Business Development
Bank of Canada Act (Canada); or
(d) a subsidiary of any person referred to in paragraphs (a), (b) or (c), if the person owns all of
the voting securities of the subsidiary, except the voting securities required by law to be
owned by the directors of the subsidiary.
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Statutory Rights of Action (New Brunswick Investors)

Section 2.1 of New Brunswick Securities Commission Rule 45-802 provides that the rights of action
referred to in Section 150 of the Securities Act (New Brunswick) (“Section 150”) apply to information
relating to an offering memorandum that is provided to an investor in securities in connection with a
distribution made in reliance on the “accredited investor” prospectus exemption in Section 2.3 of NI
45-106.
Section 150 provides such investors with a statutory right of action against the issuer of the securities
for rescission or damages in the event that the offering memorandum and any amendment to it
contains a “misrepresentation”. “Misrepresentation” means an untrue statement of a material fact or
an omission to state a material fact that is required to be stated or that is necessary to make a
statement not misleading in light of the circumstances in which it was made.
Section 150 provides that, subject to certain limitations, where any information relating to an offering
that is provided to an investor in the securities contains a misrepresentation, an investor who
purchases the securities shall be deemed to have relied on the misrepresentation if it was a
misrepresentation at the time of purchase. Such investor has, subject to certain defenses, a right of
action for damages against the issuer or may elect to exercise a right of rescission against the issuer,
in which case the investor shall have no right of action for damages. No action shall be commenced
to enforce a right of rescission unless such action is commenced not later than 180 days after the
date of the transaction that gave rise to the cause of action and in the case of any action, other than
an action for rescission, such action shall be commenced before the earlier of (i) one year after the
plaintiff first had knowledge of the facts giving rise to the cause of action, and (ii) six years after the
date of the transaction that gave rise to the cause of action.
Section 150 provides a number of limitations and defenses, including the following:
In an action for rescission or damages, the defendant will not be liable if it proves that the investor
purchased the securities with knowledge of the misrepresentation.
In an action for damages, the defendant is not liable for all or any portion of the damages that it
proves do not represent the depreciation in value of the securities as a result of the misrepresentation
relied upon.
Every person or Fund who becomes liable to make any payment for a misrepresentation may recover
a contribution from any person or Fund who, if sued separately, would have been liable to make the
same payment, unless the court rules that, in all the circumstances of the case, to permit recovery
of the contribution would not be just and equitable.
In no case shall the amount recoverable under the right of action described herein exceed the price
at which the securities were offered.
Statutory Rights of Action (Nova Scotia Investors)

The right of action for rescission or damages described herein is conferred by section 138 of the
Securities Act (Nova Scotia) (“Section 138”). Section 138 provides, in the relevant part, that in the
event that an offering memorandum, together with any amendments hereto, or any advertising or
sales literature (as defined in the Securities Act (Nova Scotia)) contains a misrepresentation, an
investor in the securities is deemed to have relied upon such misrepresentation if it was a
misrepresentation at the time of purchase. “Misrepresentation” means an untrue statement of
material fact or omits to state a material fact that is required to be stated or that is necessary in order
to make any statements contained herein or therein not misleading in light of the circumstances in
which it was made.
Such investor has, subject to certain limitations and defenses, a statutory right of action for damages
against the issuer, the directors of the issuer and the persons who have signed the offering
memorandum or, alternatively, while still the owner of the securities, may elect instead to exercise a
statutory right of rescission against the issuer, in which case the investor shall have no right of action
for damages against the issuer or the directors of the issuer. No such action shall be commenced to
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enforce the right of action for rescission or damages by an investor resident in Nova Scotia later than
120 days after the date payment was made for the securities (or after the date on which initial
payment was made for the securities where payments subsequent to the initial payment are made
pursuant to a contractual commitment assumed prior to, or concurrently with, the initial payment).
Section 138 provides a number of limitations and defenses, including the following:
No person will be liable if it proves that the investor purchased the securities with knowledge of the
misrepresentation.
In the case of an action for damages, no person will be liable for all or any portion of the damages
that it proves do not represent the depreciation in value of the securities as a result of the
misrepresentation.
In no case will the amount recoverable in any action exceed the price at which the securities were
offered to the investor.
The liability of all persons or companies referred to above is joint and several with respect to the
same cause of action. A defendant who is found liable to pay a sum in damages may recover a
contribution, in whole or in part, from a person or Fund who is jointly and severally liable to make the
same payment in the same cause of action unless, in all the circumstances of the case, the court is
satisfied that it would not be just and equitable.
Statutory Rights of Action (Saskatchewan Investors)

The right of action for rescission or damages described herein is conferred by section 138 of the
Securities Act, 1988 (Saskatchewan) (the “Saskatchewan Act”). Section 138 of the Saskatchewan
Act provides, in the relevant part, that in the event that an offering memorandum, together with any
amendments hereto contains a misrepresentation, an investor who purchases securities covered by
the offering memorandum is deemed to have relied upon such misrepresentation if it was a
misrepresentation at the time of purchase. “Misrepresentation” means an untrue statement of
material fact or omits to state a material fact that is required to be stated or that is necessary in order
to make any statements contained herein or therein not misleading in light of the circumstances in
which it was made.
Such investor has, subject to certain limitations and defenses, a statutory right of action for damages
against:
(a) the issuer and the selling security holder on whose behalf the distribution is made;
(b) every promoter and director of the issuer and the selling security holder, as the case may be,
at the time the offering memorandum or any amendment to it was sent or delivered;
(c) every person or Fund whose consent has been filed respecting the offering, but only with
respect to reports, opinions or statements that have been made by them;
(d) every person or Fund that, in addition to the persons or companies mentioned in clause (a)
to (c), signed the offering memorandum or the amendment to the offering memorandum; and
(e) every person who or Fund that sells securities on behalf of the issuer and the selling security
holder under the offering memorandum or amendment to the offering memorandum;
alternatively, such investor may elect instead to exercise a statutory right of rescission against the
person or Fund mentioned in clause (a), in which case the investor shall have no right of action for
damages against that person or Fund. No action shall be commenced to enforce a right of rescission
unless such action is commenced not later than 180 days after the date of the transaction that gave
rise to the cause of action and in the case of any action, other than an action for rescission, such
action shall be commenced before the earlier of (i) one year after the plaintiff first had knowledge of
the facts giving rise to the cause of action, and (ii) six years after the date of the transaction that
gave rise to the cause of action.
Section 138 of the Saskatchewan Act provides a number of limitations and defenses, including the
following:
No person or Fund will be liable if it proves that the investor purchased the securities with knowledge
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of the misrepresentation.
In the case of an action for damages, no person or Fund will be liable for all or any portion of the
damages that it proves do not represent the depreciation in value of the securities as a result of the
misrepresentation.
In no case will the amount recoverable in any action exceed the price at which the securities were
offered to the investor.
The liability of all persons or companies referred to above is joint and several with respect to the
same cause of action. A defendant who is found liable to pay a sum in damages may recover a
contribution, in whole or in part, from a person or Fund who is jointly and severally liable to make the
same payment in the same cause of action unless, in all the circumstances of the case, the court is
satisfied that it would not be just and equitable.
In addition, a purchaser who has received an amended offering memorandum required to be filed
pursuant to section 80.1 of the Saskatchewan Act may withdraw from the agreement to purchase
the securities by delivering a notice in writing indicating the intention of the purchaser not to be bound
by the agreement of purchase and sale at any time up to two business days after receipt by the
purchaser of the amended offering memorandum.
Cayman Islands
No invitation will be made to the public of the Cayman Islands to subscribe for the Ordinary Shares.
Denmark
The Ordinary Shares are offered to a limited number of institutional investors and therefore no action
has been or will be taken that would allow an offering of Ordinary Shares to the public in Denmark.
Further, this Memorandum has not been and will not be registered with the Danish Financial
Supervisory Authority or the Danish Commerce and Companies Agency under the relevant Danish
Acts and Regulations on the offering in Denmark of interests and interests/units in investment funds.
Further, no single investor will invest an amount less than DKK 300,000 (approx. 40,000 Euro).
Accordingly, this Memorandum may not be made available nor may Ordinary Shares otherwise be
marketed and offered for sale in Denmark other than in circumstances which are deemed not to be
marketing an offer to the public in Denmark.
Finland
This Memorandum has been prepared for private information purposes. It may not be used for and
shall not be deemed a public offering of the Ordinary Shares. It may not be used for and shall not be
deemed the marketing, issuance or offering of securities to the public in Finland. Furthermore,
subscriptions for Ordinary Shares in the Fund will only be accepted from Eligible Investors. The Fund
and any subscription of Ordinary Shares in the Fund are not subject to the provisions of the Finnish
mutual funds act (Sijoitusrahastolaki, 48/1999, as amended). Prospective Investors should note that
the Finnish financial supervision authority (Rahoitustarkastus or “FFSA”) has not reviewed or
approved this Memorandum and that this Memorandum is neither a prospectus within the meaning
set forth in the Finnish securities markets act nor a fund prospectus as defined in the Finnish mutual
funds act. Prospective investors should also note that the general partner is not an investment firm
(Sijoituspalveluyritys) as defined in the Finnish investment firms act (Laki Sijoituspalveluyrityksistä,
579/1996), nor is it subject to the supervision of the FFSA. The Ordinary Shares may not be offered
or sold in Finland or to residents thereof except as permitted by Finnish law. This Memorandum is
strictly for private use by its holder and may not be passed on to third parties or otherwise distributed
publicly. This Memorandum shall not, in addition to everything else stated and excluded herein, be
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considered to constitute an offer under the Finnish act on contracts (13.6.1929/228, as amended).
Additionally, no subscription or purchase of Ordinary Shares as presented in this Memorandum shall
be governed by the Finnish act on trade of goods (27.3.1987/355, as amended).
France
No information memorandum (including this Memorandum) subject to the approval (Visa) of the
Autorité des Marchés Financiers has been prepared in connection with the offer or sale of the
Ordinary Shares. The Ordinary Shares may not be offered or sold to the public in France and neither
this Memorandum nor any other offering material or information contained therein relating to the
Ordinary Shares may be released, issued or distributed or caused to be released, issued or
distributed to the public in France or used in connection with any offer for subscription or sale of
securities to the public in France. Such offers, sales and distributions shall be made in France only
to (a) qualified investors (Investisseurs Qualifiés) acting for their own account or (b) a restricted circle
(Cercle Restreint) of investors acting for their own account, all as defined in article l.411-2 of the
French Financial and Monetary Code and Decree no. 98-880 dated October 1, 1998. The direct or
indirect resale to the public in France of any securities acquired by such investors may be made only
as provided by articles l.412-1 and l.621-8 of the French Financial and Monetary Code and applicable
regulations thereunder. Persons into whose possession this material comes must inform themselves
about and observe any such restrictions. This material does not constitute and may not be used for
or in connection with an offer to anyone to whom it is unlawful to make such offer or a solicitation by
anyone not authorized to so act.
Germany
The content of this Memorandum (including any supplements) has not been verified by the German
Federal Financial Supervisory Authority (Bundesanstalt Für Finanzdienstleistungsaufsicht). The
Ordinary Shares may only be marketed or offered within Germany in accordance with the German
Capital Investment Act (Kapitalanlagegesetzbuch) and any laws and regulations applicable in
Germany governing the issue, offering, marketing and sale of fund interests. The named recipient or
any other person shall not pass this document on or make it available to any third party. Each
potential investor is strongly advised to consider possible tax consequences of a potential application
of the Investment Tax Act (Investmentsteuergesetz) and is strongly advised to consult his own tax
counsel.
Hong Kong
Unless they are persons permitted to do so by the securities laws of Hong Kong, no person may
issue, circulate or distribute or cause to be issued, circulated or distributed in Hong Kong this
document or any other information, advertisement or document relating to the Ordinary Shares other
than a person whose business involves the acquisition and disposal, or the holding, of securities
whether as agent or principal. This document must not be used, circulated or distributed in Hong
Kong to anyone other than a person whose ordinary business it is to buy or sell shares or debentures
or in circumstances which do not constitute an invitation to the public to acquire Ordinary Shares.
Iceland
The offering and sale of the Ordinary Shares is being made only to institutional investors on a
confidential and private placement basis. The offering does not constitute a public offering under
Icelandic securities law.
Ireland
This Memorandum and the information contained herein are private and confidential and are for the
Page 149
use solely of the person to whom this Memorandum is addressed. If a prospective investor is not
interested in making an investment, this Memorandum should be promptly returned to the General
Partner. This Memorandum does not, and shall not be deemed to, constitute an invitation to the
public in Ireland to purchase Ordinary Shares.
Indonesia
This Memorandum is not a public offering within the meaning of the Indonesian Capital Market Law,
Law No. 8 of 1995. The distribution of this Memorandum and the offer, sale and delivery of the
Ordinary Shares may be restricted by the Indonesian Capital Market Law. Persons into whose
possession this Memorandum comes are required to inform themselves about, and to observe, any
such restrictions. This Memorandum may not be used for the purposes of an offer or an invitation in
any circumstances in which such offer or invitation is not authorized.
Israel
This Memorandum has not been approved by the Israeli Securities Authority. The Ordinary Shares
are being offered to a limited number of sophisticated investors, in all cases under circumstances
that will fall within the private placement or other exemptions of the Securities Law 1986 or the Joint
Investment in Trust Law 1994. This Memorandum may not be reproduced or used for any other
purpose, nor be furnished to any other person other than those to whom copies have been sent. Any
offeree who purchases an Ordinary Share is purchasing such Ordinary Share for its own benefit and
account and not with the aim or intention of distributing or offering such Ordinary Share to other
parties. Nothing in this Memorandum should be considered counseling advice as defined in the
Regularization of Investment Counseling and Portfolio Management Law 1995.
Italy
Upon completion, by the Manager, of the notification procedures provided by the AIFMD, this
Memorandum can be issued in Italy only to professional investors and the other Italian investors
falling within the categories referred to in art. 14, sections 2 and 4, of DM 30/2015. The investor
acknowledges the above and hereby agrees not to sell or otherwise transfer any Ordinary Shares in
the Fund or to circulate this Memorandum in Italy unless expressly permitted by, and in compliance
with, applicable law.
Japan
Ordinary Shares in the Fund may not be offered or sold directly or indirectly to the public in Japan
and neither this Memorandum, which has not been submitted to the Ministry of Finance, nor any
offering material or information contained therein relating to the Fund, may be supplied to the public
in Japan or used in connection with any offer for subscription or sale of Ordinary Shares in the Fund
to the public in Japan.
Kuwait
This offer is aimed at institutions and sophisticated, high net worth individuals only, this
Memorandum is being sent at the written request of the investor, no public offering of the Ordinary
Shares is being made in Kuwait, and no mass-media means of contact are being used.
Luxembourg
The FCA has notified to the CSSF the Manager’s intention to market Ordinary Shares of the Fund
in Luxembourg in accordance with article 31 of the 2013 Law. When marketed under the AIFMD
marketing passport provided for in article 31 of the 2013 Law, Ordinary Shares are only available for
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purchase by well-informed investors within the meaning of Article 2 of the Law, in all cases under
circumstances which do not require the publication of a prospectus pursuant to article 5 of the
Luxembourg law of July 10, 2005 on prospectuses for securities. Other than for purposes of the
listing on the Official List in Luxembourg Stock Exchange and admission to trading on the EuroMTF
Market of the Luxembourg Stock Exchange of the Ordinary Shares, this Memorandum may not be
reproduced or used for any purpose, or furnished to any person other than those to whom copies
have been sent.
Malaysia
Since the sale of these Ordinary Shares will not be made pursuant to an approved deed (as defined
in section 85 of the Companies Act, 1965), the Fund cannot issue or offer to the public in Malaysia
for purchase or subscription or invite the public in Malaysia to subscribe for or purchase any Ordinary
Shares. These Ordinary Shares are being offered to you under a very limited and exclusive private
placement. You may not offer to the public for purchase or invite the public to purchase any Ordinary
Shares you acquire from the Fund if such sale would contravene the above restrictions. If you are in
doubt as to the action you should take, you should consult a stockbroker, bank Manager, solicitor or
other professional adviser immediately.
Monaco
Ordinary Shares in the Fund may not be offered or sold, directly or indirectly, to the public in Monaco
other than by an authorized intermediary. This Memorandum, which has not been submitted to the
Clearance Procedure of the Monegasque Authorities, including the Commission de Contrôle, nor
any offering material relating to the placement of Ordinary Shares in the Fund, may be released or
issued to the public in Monaco in accordance with any such offer. This Memorandum does not
constitute an offer to sell securities under the Securities Laws of Monaco.
The Netherlands
Ordinary Shares in the Fund may only be offered, transferred, delivered, sold, whether directly or
indirectly, as part of the initial distribution or at any time thereafter, to qualified investors
(gekwalificeerde belegger) within the meaning of section 1:1 of the Dutch act on the financial
supervision (Wet op het financieel toezicht). No approved prospectus within the meaning of the
prospectus directive (2003/71/ec), as amended, is required for the offering in The Netherlands.
Norway
No offering of financial instruments is being made in Norway and this Memorandum is being sent
only at the express request of the recipient. Accordingly no prospectus requirements under the
Norwegian Securities Trading Act Chapter 7 arise. This Memorandum is not a prospectus under the
Norwegian Securities Trading Act of 2007 Chapter 7 and has not been approved by the prospectus
authority.
Oman
The Ordinary Shares and this Memorandum or any other offering material relating to the Ordinary
Shares may not be distributed to the public in Oman and may only be made available privately with
the approval of the Fund. Prospective investors should seek professional advice before making any
investment.
Portugal
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The Ordinary Shares referred to in this Memorandum are not offered to the public in Portugal. No
offer or sale of such Ordinary Shares may be made in Portugal except under circumstances that will
result in compliance with the rules concerning private placements of such Ordinary Shares and with
the laws of Portugal generally.
Qatar
All applications for investment should be received, and any allotments made, from outside Qatar.
Saudi Arabia
The offer of Ordinary Shares is aimed at professional and sophisticated offerees only, this
Memorandum is being sent at the request of the investor, no public offering of the Ordinary Shares
is being made in Saudi Arabia, no mass-media means of contact are being used and the transaction
will be concluded outside Saudi Arabia.
Singapore
Ordinary Shares in the Fund may not be offered or sold, nor may any document or other material in
connection with such Ordinary Shares be issued, circulated or distributed, either directly or indirectly,
to persons in Singapore other than (I) under circumstances in which such offer or sale does not
constitute an offer or sale of Ordinary Shares in the Fund to the public in Singapore or (II) to persons
whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent.
Spain
This Memorandum has not been registered, nor is it proposed to be registered, with the Spanish
Securities Market Commission (Comisión Nacional del Mercado de Valores), therefore, the Ordinary
Shares in the Fund may not be sold, offered or distributed among persons in Spain except in
circumstances which do not constitute an offer of securities in Spain within the meaning of the
Spanish Securities Laws. No marketing activities, as defined in Article 3.1 (B) of the Royal Decree
291/1992 on issues and public offerings of securities as amended by Royal Decree 2590/1998, may
be conducted in Spain in connection with the Fund or the Ordinary Shares described herein.
Sweden
This Memorandum has not been nor will it be registered with or approved by Finansinspektionen
(the Swedish financial supervisory authority). Accordingly, this Memorandum may not be made
available, nor may the Ordinary Shares offered hereunder be marketed or offered for sale, in Sweden,
other than under circumstances which are deemed not to be an offer to the public in Sweden under
the Swedish financial instruments trading act (1991:980) or the investment funds act (2004:46).
Switzerland
The Fund is not authorized by, or registered with, the Swiss Financial Market Supervisory Authority
(“FINMA”) under the CISA and, as a consequence thereof, the relevant provisions related to the
supervision as well as protection under the CISA are not applicable.
Interests in the Fund may not be publicly offered or distributed in or from Switzerland, and neither
this Memorandum nor any other offering material relating to the Fund or the interests may be
distributed in connection with any such offering or distribution. The interests may only be offered or
distributed and the Memorandum and/or any other offering material relating to the Fund or the
Page 152
Interests may only be made available in or from Switzerland to qualified investors within the meaning
of the CISA.
The Fund has appointed Credit Suisse AG (Paradeplatz 8, 8001 Zurich, Switzerland) as its Swiss
paying agent and Partners Group AG (Zugerstrasse 57, 6341 Baar, Switzerland) as its Swiss
representative in accordance with Art. 120 para. 2 lit. d and para. 4 of the CISA.
In respect of the interests distributed in and from Switzerland, the place of performance and
jurisdiction is at the registered office of the Swiss representative. The constituent documents and
further information documentation, such as the annual and half-yearly reports as well as the
information on the historical performance of the Fund (if any) may be obtained free of charge at the
registered office of the Swiss representative.
The Fund and/or its agents may pay retrocessions to third parties as remuneration for distribution
activity in respect of interests in or from Switzerland. This remuneration may be deemed payment
for services which may include one or more of the following services in particular:
- setting up processes for subscribing, holding and safe custody of the interests;
- keeping a supply of marketing and legal documents, and issuing the said;
- forwarding or providing access to legally required publications and other publications;
- mandating an authorized auditor to check compliance with certain duties of the distributor, in
particular with the Guidelines on the Distribution of Collective Investment schemes issued by
the Swiss Funds & Asset Management Association (SFAMA);
- operating and maintaining an (electronic) distribution and/or information platform;
- clarifying and answering specific questions from investors pertaining to the Fund or the
promoter;
- central relationship management;
- subscribing interests as a "nominee" for several clients as mandated by the Fund and/or its
agents;
- training client advisors in collective investment schemes;
- mandating and monitoring additional distributors;
- other services related to the promotion of the Fund to eligible investors.
Retrocessions are not deemed to be rebates even if they are ultimately passed on, in full or in part,
to investors.
The recipients of the retrocessions must ensure transparent disclosure and inform investors,
unsolicited and free of charge, about the amount of remuneration, or as the case may be, the basis
of the calculation and parameters, they may receive for distribution.
On request, the recipients of retrocessions must disclose the amounts they actually receive for
distributing the collective investments schemes to the investors concerned.
In respect of distribution in or from Switzerland, the Fund and/or its agents may, upon request, pay
rebates directly to investors to reduce the fees or costs incurred by the investor and charged to the
Fund. The purpose of rebates is to reduce the fees or costs incurred by the investor in question.
Rebates are permitted provided that:
- they are paid from fees received by the Fund and/or its agents and therefore do not represent
an additional charge on the Fund assets;
- they are granted on the basis of objective criteria;
- all investors who meet these objective criteria and demand rebates are also granted these within
the same timeframe and to the same extent.
The objective criteria for the granting of rebates by the Fund and/or its agents are as follows:
- the volume subscribed by the investor or the total volume they hold in the collective investment
scheme or, where applicable, in the product range of the promoter;
- the amount of the fees to the promoter generated by the investor;
Page 153
- the investment behaviour shown by the investor (e.g. expected investment period);
- the investor's willingness to provide support in the launch phase of a collective investment
scheme of the promoter;
- other criteria which may require a specific treatment of investors of specific categories or from
jurisdictions as deemed appropriate by the Fund or its agents.
At the request of the investor, the Fund and/or its agents must disclose the amounts of such rebates
free of charge.
Taiwan
Ordinary Shares in the Fund have not been, nor will they be, offered, sold or delivered at any time,
directly or indirectly, in the Republic of China in manner that would constitute an offering under the
Securities and Exchange Laws of the Republic of China. Such Ordinary Shares have not been and
will not be registered with the Securities and Futures Commission of the Republic of China.
Turkey
The Ordinary Shares have not been and will not be registered with the Turkish Capital Markets Board
and accordingly the Ordinary Shares may not be offered or sold within the Republic of Turkey under
prevailing capital markets regulations. There is, however, no restriction on the purchase or sale of
the Ordinary Shares by residents of the Republic of Turkey, provided that (i) they purchase or sell
such Ordinary Shares in the financial markets outside of Turkey and (ii) such sale and purchase is
made through banks, special finance institutions (Islamic banks) and licensed brokerage institutions
in the Republic of Turkey.
United Arab Emirates
The Ordinary Shares will be sold outside the United Arab Emirates. Neither the central bank of the
United Arab Emirates nor any other regulatory agency in the United Arab Emirates has registered
the Ordinary Shares or approved the offering materials of the Fund.
United Kingdom
The Fund is a collective investment scheme as defined in the Financial Services and Markets Act
2000 (“FSMA 2000”). The Fund has not been authorized, or otherwise recognized or approved by
the Financial Conduct Authority and, as an unregulated scheme, it accordingly cannot be promoted
in the UK to the general public. This Memorandum can be issued in the UK only to restricted
categories of recipients, namely:
(a) persons believed on reasonable grounds to fall within one of the categories of “investment
professionals” as defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Promotion Order”);
(b) persons who are “certified high net worth individuals” as described in Article 48 of the
Promotion Order, namely persons who hold a current certificate of high net worth and
who have signed a statement in the form prescribed by the Promotion Order not more
than twelve months prior to the date of this Memorandum;
(c) persons falling within any of the categories of persons described in Article 49 of the
Promotion Order;
(d) persons who are “certified sophisticated investors” as described in Article 50 of the
Promotion Order, namely persons who hold a current certificate and who have signed a
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statement in the form prescribed by the Promotion Order not more than twelve months
prior to the date of this Memorandum;
(e) persons who are “self-certified sophisticated investors” as described in Article 50A of the
Promotion Order, namely persons who have signed a statement in the form prescribed
by the Promotion Order not more than twelve months prior to the date of this
Memorandum; and
(f) persons to whom this Memorandum may otherwise lawfully be made in accordance with
the FSMA 2000, and the Promotion Order (as amended).
Provided that such persons are also persons falling within one of the categories of “professional
investor” as defined in Article 2(1) of the Alternative Investment Fund Managers Regulations 2013
(SI 2013/1773).
The purchase of an Ordinary Share in the Fund may expose persons to a significance risk of losing
all of the assets invested. Any person who is in any doubt about the investment to which this
Memorandum relates should consult an authorized person specializing in advising on investments
of the kind in question.
Transmission of this Memorandum to any other person in the UK is unauthorized and may
contravene FSMA 2000.
The content of this Memorandum has not been approved by an authorized person within the meaning
of FSMA 2000. Reliance on this Memorandum for the purpose of engaging in any investment activity
may expose an individual to a significant risk of losing all of the property or assets invested.
Page 155
19. Contacts

Société d'investissement à capital variable – fonds d’investissement alternatif réservé
Registered with the Registre de Commerce et des Sociétés, Luxembourg under no. B22556
Registered Office Administrative Agent

35D avenue John F. Kennedy AlterDomusAlternativeAssetFundAdministrationS.à
L-1855 Luxembourg r.l.
Grand Duchy of Luxembourg 15, Boulevard F.W. Raiffeisen
L-2411 Luxembourg
General Partner Grand Duchy of Luxembourg
Partners Group Management I S.à r.l.
35D avenue John F. Kennedy Depositary
L-1855 Luxembourg Alter Domus Depositary Services S.à r.l.
Grand Duchy of Luxembourg 15, Boulevard F.W. Raiffeisen
L-2411 Luxembourg
ManagementBoardoftheGeneralPartnerDr.Helene Müller
Schwiering
Torsten Klär Registrar and Transfer Agent
Malte Zybulski AlterDomusAlternativeAssetFundAdministrationS.à
r.l
Manager 15, Boulevard F.W. Raiffeisen
Partners Group (Luxembourg) S.A. L-2411 Luxembourg
35D avenue John F. Kennedy Grand Duchy of Luxembourg
L-1855 Luxembourg
Grand Duchy of Luxembourg Auditors
PricewaterhouseCoopers, société
Portfolio Manager coopérative
Partners Group AG 2, Rue Gerhard Mercator
Zugerstrasse 57 L-2182 Luxembourg
6341 Baar Grand Duchy of Luxembourg
Switzerland
Luxembourg Legal Advisers
Domiciliary Agent Linklaters LLP
Partners Group (Luxembourg) S.A. 35, Avenue John F. Kennedy
35D, avenue John F. Kennedy L-1855 Luxembourg
L-1855 Luxembourg Grand Duchy of Luxembourg
Page 156

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LISTING PARTICULARS

Partners Group Direct Equity 2019 (EUR) S.C.A., SICAV-RAIF

Partners Group Direct Equity 2019 (EUR) S.C.A., SICAV-RAIF is not

Capital of the Fund

Clearance and Settlement, ISIN, Servicing of the Shares

Fees to be paid to the members of the board of the General Partner

Notices, Reporting and Availability of Documents

a) annual audited financial statements of the Fund;

f) the material contracts set out below.

Legal Entity Identifier (“LEI”)

The LEI number of the Fund is 549300PPJ81EXYH8FV13.

Luxembourg withholding tax

Interruptions in the business

PARTNERS GROUP DIRECT EQUITY 2019 (EUR) S.C.A., SICAV-RAIF

Inquiries should be directed to:

Partners Group Management I S.à r.l.

Partners Group (Luxembourg) S.A.

Global Relative Value approach

Unique sourcing and proprietary systems

Proven track record

2. Key terms of the Fund

Strategic Asset Geography: 20%-70% North America

Investment Type: 100% Direct Investments

Stage: 80%-100% Buyout/Special Situations

Minimum EUR 10 million.

Incentive Incentive allocation will be 20% of realized profits, subject to a preferred

Select portfolio investment: Cerba Healthcare

Select portfolio investment: KinderCare

Target asset characteristics

Select portfolio investment: Pacific Restaurant Holdings

Consistent application of Relative Value approach

Relative Value Committee

Current Relative Value views

Spotlight on a transformative trend: Industry 4.0

Source: Partners Group.

Strategy differentiation – competitive edge

Unique sourcing capabilities

Proactive early deal identification

Integrated target tracking

For illustrative purposes only. Source: Partners Group.

Leveraging well-developed systems and proprietary information

• Partners Group’s broad overview of actionable investment opportunities provides a wealth of

Snapshot: information advantage allows Partners Group to develop investment

Illustrative recent sale process timelines

Formal Process Timeline Pre-process Timeline

300 402 393

2017 Deals 2018 Deals

4. Partners Group team and organization

Global private markets investment management

approach without unduly disadvantaging professionals in geographies deemed to be relatively less

Private equity directs investment team

Partners Group’s senior private equity directs investment team

Senior Members of the Private Equity Directs Investment Team

Name Office Birth Years of Years at Prior Experience

Diegruber, Munich 1961 29 7 German Capital

Nguyen, Kim Zug 1975 16 5 Bridgepoint, Bain & Co.,

Studer, Zug 1972 22 17 n/a

Sector focused expertise