Endowment Master Fund L P Sample Contracts

THE ENDOWMENT MASTER FUND, L.P. Third Amended and Restated Agreement of Limited Partnership Dated as of November 27, 2007
Endowment Master Fund L P • July 23rd, 2008 • Delaware

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the “Agreement”) of THE ENDOWMENT MASTER FUND, L.P., a Delaware limited partnership (the “Partnership”), dated as of November 27, 2007 by and among THE ENDOWMENT FUND GP, L.P., a Delaware limited partnership, as General Partner (as defined herein), and those Persons who execute this Agreement and whose names are reflected on the books and records of the Partnership as Limited Partners (as defined herein).

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • March 10th, 2004 • Endowment Master Fund L P • Delaware

AGREEMENT dated as of February 11, 2004 between Endowment Advisers, L.P., a Delaware limited partnership having its principal place of business in Texas (herein called the "Adviser"), The Endowment Fund GP, L.P., a Delaware limited partnership having its principal place of business in Texas (as the general partner of the Adviser, and referred to herein as the "General Partner") and Willingham Asset Management Inc., a U.S. Corporation with its principal place of business in Texas (herein called the "Sub-Adviser").

INVESTMENT MANAGEMENT AGREEMENT THE ENDOWMENT MASTER FUND, L.P. THE ENDOWMENT REGISTERED FUND, L.P.
Investment Management Agreement • March 10th, 2004 • Endowment Master Fund L P • Delaware

AGREEMENT, made as of March 9, 2004 between The Endowment Registered Fund, L.P., a Delaware limited partnership (the "Feeder Fund"), The Endowment Master Fund, L.P. , a Delaware limited partnership (the "Master Fund") (each a "Fund," and together the "Funds"), Endowment Advisers, L.P., a Delaware limited partnership (the "Adviser") and The Endowment Fund GP, L.P. , a Delaware limited partnership (the "General Partner").

DATED OCTOBER 30, 2003 ADDENDUM TO THE ADMINISTRATION AGREEMENT DATED MARCH 17, 2003 Between: THE ENDOWMENT (OFFSHORE) FUND, LTD. THE ENDOWMENT FUND L.P. THE ENDOWMENT (DOMESTIC) FUND L.P. THE ENDOWMENT (EXEMPT) FUND I, L.P. THE ENDOWMENT (EXEMPT)...
Administration Agreement • March 10th, 2004 • Endowment Master Fund L P

By: (1) THE ENDOWMENT REGISTERED FUND L.P., a Delaware limited partnership having its principal office at 4265 San Felipe, Suite 740, Houston, Texas 77027 (the "Additional Parallel Fund");

CUSTODY AGREEMENT
Custody Agreement • May 10th, 2004 • Endowment Master Fund L P • New York

AGREEMENT, dated as of March 22, 2004 by and between THE ENDOWMENT MASTER FUND, L.P. (the "Master Fund"), a limited partnership organized and existing under the laws of the State of Delaware, and CUSTODIAL TRUST COMPANY, a bank organized and existing under the laws of the State of New Jersey (the "Custodian").

THE ENDOWMENT MASTER FUND, L.P. Second Amended and Restated Agreement of Limited Partnership Dated as of February 23, 2004
Endowment Master • March 10th, 2004 • Endowment Master Fund L P • Delaware
AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • September 7th, 2011 • Endowment Master Fund L P

AMENDMENT made as of the 1st day of November, 2010 and effective as of August 1, 2010, between CITI FUND SERVICES OHIO, INC., (formerly known as BISYS Fund Services Ohio, Inc.) (“Citi”), an Ohio corporation having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, and the entities signing this Amendment (each, a “Fund”), to that certain Amended and Restated Administration Agreement, dated as of February 1, 2009, between each Fund and Citi (as amended and as in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

FORM OF CUSTODY AGREEMENT
Form of Custody Agreement • March 10th, 2004 • Endowment Master Fund L P • New York

AGREEMENT, dated as of March __, 2004 by and between THE ENDOWMENT MASTER FUND, L.P. (the "Master Fund"), a limited partnership organized and existing under the laws of the State of Delaware, and CUSTODIAL TRUST COMPANY, a bank organized and existing under the laws of the State of New Jersey (the "Custodian").

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION FUND OF HEDGE FUNDS CUSTODIAL AGREEMENT
Hedge Funds Custodial Agreement • September 4th, 2009 • Endowment Master Fund L P

THIS CUSTODIAL AGREEMENT (the “Agreement”) is made as of July 30, 2009, by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (the “Custodian”), THE ENDOWMENT MASTER FUND, L.P. (the “Customer”), a Delaware limited partnership.

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • September 4th, 2009 • Endowment Master Fund L P • Ohio

AGREEMENT made as of the 1st day of February, 2009, between CITI FUND SERVICES OHIO, INC., (formerly known as BISYS Fund Services Ohio, Inc.) (“Citi”), an Ohio corporation having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, and each entity that has executed this Agreement, as listed on Schedule A hereto (each, the “Fund”), each of which has its principal place of business or registered office, as applicable, at the relevant address set forth on Schedule A hereto (the “Agreement”). This Agreement shall be considered a separate agreement between Citi and each Fund, and references to “the Fund”, etc., shall refer to each Fund separately. No Fund shall be liable for the obligations of, nor entitled to the benefits of, any other Fund under this Agreement.

THE ENDOWMENT MASTER FUND, L.P. Second Amended and Restated Agreement of Limited Partnership Dated as of February 23, 2004
The Endowment • May 10th, 2004 • Endowment Master Fund L P • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the "Agreement") of THE ENDOWMENT MASTER FUND, L.P., a Delaware limited partnership (the "Partnership"), dated as of February 23, 2004 by and among THE ENDOWMENT FUND GP, L.P., a Delaware limited partnership, as General Partner (as defined herein), and those Persons who execute this Agreement and whose names are reflected on the books and records of the Partnership as Limited Partners (as defined herein).

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