0000905148-08-002816 Sample Contracts

DMR MORTGAGE OPPORTUNITY FUND LP AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Dated as of May 15, 2008 DECLARATION MANAGEMENT & RESEARCH LLC General Partner
Limited Partnership Agreement • June 6th, 2008 • DMR Mortgage Opportunity Fund LP • Delaware

This Amended and Restated Limited Partnership Agreement (this “Agreement”) dated as of May 15, 2008 supersedes the Limited Partnership Agreement of the Fund dated as of April 10, 2008, which shall be of no further force or effect, and provides for the governance of the Fund as follows:

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DMR MORTGAGE OPPORTUNITY FUND LP DECLARATION MANAGEMENT & RESEARCH LLC INVESTMENT ADVISORY AGREEMENT DATED AS OF MAY 15, 2008
Investment Advisory Agreement • June 6th, 2008 • DMR Mortgage Opportunity Fund LP • New York

This Investment Advisory Agreement (the “Agreement”) is made as of May 15, 2008 by and between DMR MORTGAGE OPPORTUNITY FUND LP (the “Fund”), a Delaware limited partnership whose principal office is c/o Declaration Management & Research LLC, 1800 Tysons Boulevard, Suite 200, McLean, Virginia 22102, and DECLARATION MANAGEMENT & RESEARCH LLC (“Declaration”), a Delaware limited liability company whose principal office is 1800 Tysons Boulevard, Suite 200, McLean, Virginia 22102.

Custodial Agreement
Custodial Agreement • June 6th, 2008 • DMR Mortgage Opportunity Fund LP • Illinois

Agreement dated as of April 30, 2008 between LaSalle Bank National Association (the "Custodian") and the DMR Mortgage Opportunity Fund LP(the "Customer").

ADMINISTRATIVE SERVICES AGREEMENT between DMR Mortgage Opportunity Fund LP and LaSalle Bank National Association dated April 30, 2008
Administrative Services Agreement • June 6th, 2008 • DMR Mortgage Opportunity Fund LP • Illinois

AGREEMENT dated as of 30 April, 2008 (this “Agreement”) between the party listed as the Administrator on Schedule 1, Section 1 (the “Administrator”) and the party or parties listed as the Client on Schedule 1, Section 2 (the “Client” and, together with the Administrator, the “Parties”).

MASTER PLACEMENT AGENCY AGREEMENT
Master Placement Agency Agreement • June 6th, 2008 • DMR Mortgage Opportunity Fund LP • Massachusetts

AGREEMENT, made as of the 22nd day of October, 2007, between John Hancock Distributors LLC ("Distributors") and Declaration Management & Research LLC (“DMR”) (collectively, the parties);

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