0001144204-11-067450 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 29th, 2011 • Partners Group Private Real Estate (Master), LLC • New York

THIS AGREEMENT (the “Agreement”) is made as of the [__] day of [________], by and between Partners Group Private Real Estate (Master Fund), LLC, a Delaware limited liability company (the “Fund”), and Partners Group (USA) Inc., a Delaware corporation (the “Adviser”).

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PARTNERS GROUP PRIVATE REAL ESTATE (MASTER FUND), LLC LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • November 29th, 2011 • Partners Group Private Real Estate (Master), LLC • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT of Partners Group Private Real Estate (Master Fund), LLC (the “Fund”) is dated and effective as of _________, 2011 by and among Registered Fund Solutions, LLC, each member of the Board of Managers of the Fund, and each person hereinafter admitted to the Fund and reflected on the books of the Fund as a Member.

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