0000898432-10-000110 Sample Contracts

SALIENT ABSOLUTE RETURN MASTER FUND FIRST AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated: January 29, 2010

Agreement and Declaration of Trust • February 2nd, 2010 • Salient Absolute Return Master Fund

• Contract Type
  Agreement and Declaration of Trust
• Filed
  February 2nd, 2010
• Company
  Salient Absolute Return Master Fund

INVESTMENT MANAGEMENT AGREEMENT

Investment Management Agreement • February 2nd, 2010 • Salient Absolute Return Master Fund • Delaware

• Contract Type
  Investment Management Agreement
• Filed
  February 2nd, 2010
• Company
  Salient Absolute Return Master Fund
• Jurisdiction
  Delaware

AGREEMENT, made as of January 29, 2010 between Salient Absolute Return Master Fund, a Delaware statutory trust (the “Fund”), and Salient Advisors, L.P., a Delaware limited partnership (the "Advisor”).

FUND OF HEDGE FUNDS CUSTODIAL AGREEMENT

Custodial Agreement • February 2nd, 2010 • Salient Absolute Return Master Fund

• Contract Type
  Custodial Agreement
• Filed
  February 2nd, 2010
• Company
  Salient Absolute Return Master Fund

THIS CUSTODIAL AGREEMENT (the “Agreement”) is made as of January 29, 2010, by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (the “Custodian”), SALIENT ABSOLUTE RETURN MASTER FUND, L.P. (the “Customer”), a Delaware Statutory Trust.

Placement Agency Agreement

Placement Agency Agreement • February 2nd, 2010 • Salient Absolute Return Master Fund • Delaware

• Contract Type
  Placement Agency Agreement
• Filed
  February 2nd, 2010
• Company
  Salient Absolute Return Master Fund
• Jurisdiction
  Delaware

This Placement Agency Agreement (the "Agreement"), dated as of January 29, 2010, is by and between The Salient Absolute Return Master Fund, a Delaware statutory trust (the "Fund"), and Salient Capital, L.P. (the "Agent").

ADMINISTRATION AGREEMENT

Administration Agreement • February 2nd, 2010 • Salient Absolute Return Master Fund • Ohio

• Contract Type
  Administration Agreement
• Filed
  February 2nd, 2010
• Company
  Salient Absolute Return Master Fund
• Jurisdiction
  Ohio

AGREEMENT made as of the 29th day of January, 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 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.