0001193125-10-202795 Sample Contracts

Placement Agency Agreement
Placement Agency Agreement • September 1st, 2010 • Endowment Institutional TEI Fund W, L.P. • Delaware

This Placement Agency Agreement (the “Agreement”), dated as of , 2010, is by and between The Endowment Institutional TEI Fund W, L.P., a Delaware limited partnership (the “Fund”), on the one hand, and Salient Capital, L.P., a Texas limited partnership (the “Agent”), on the other hand.

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SUB-PLACEMENT AGENT AGREEMENT
Sub-Placement • September 1st, 2010 • Endowment Institutional TEI Fund W, L.P. • Delaware

THIS SUB-PLACEMENT AGENT AGREEMENT (“Agreement”) made and entered into between Salient Capital, L.P. (“Salient Capital”), 4265 San Felipe, Suite 800, Houston, Texas 77027 and (hereinafter “Broker/Dealer”).

INVESTMENT MANAGEMENT AGREEMENT THE ENDOWMENT INSTITUTIONAL TEI FUND W, L.P.
Investment Management Agreement • September 1st, 2010 • Endowment Institutional TEI Fund W, L.P. • Delaware

AGREEMENT, made as of June 7, 2010 between The Endowment Institutional TEI Fund W, L.P., a Delaware limited partnership (the “Fund”), Endowment Advisers, L.P., a Delaware limited partnership (the “Adviser”) and The Endowment Fund GP, L.P. , a Delaware limited partnership (the “General Partner”).

JOINDER TO ADMINISTRATION AGREEMENT
Administration Agreement • September 1st, 2010 • Endowment Institutional TEI Fund W, L.P.

JOINDER made as of the 1st day of September, 2010, by and between The Endowment Institutional TEI Fund W, L.P. (the “New Fund” and a “Fund”) and Citi Fund Services Ohio, Inc., an Ohio corporation (“Citi”), to that certain Amended and Restated Administration Agreement, dated February 1, 2009, among Citi, The Endowment Master Fund, L.P., The Endowment Institutional Fund, L.P. and certain other entities (as amended and 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.

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