0001193125-11-324604 Sample Contracts

Placement Agency Agreement
Placement Agency Agreement • November 29th, 2011 • Endowment Institutional TEI Fund, L.P. • Delaware

This Placement Agency Agreement (the “Agreement”), dated as of October 18, 2011, is by and between The Endowment Institutional TEI Fund, 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 Agent Agreement • November 29th, 2011 • Endowment Institutional TEI Fund, 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, L.P.
Investment Management Agreement • November 29th, 2011 • Endowment Institutional TEI Fund, L.P. • Delaware

AGREEMENT, made as of October 18, 2011 between The Endowment Institutional TEI Fund, 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
Joinder to Administration Agreement • November 29th, 2011 • Endowment Institutional TEI Fund, L.P.

JOINDER made as of the 1st day of January, 2012, by and between The Endowment Institutional TEI Fund, 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.

THE ENDOWMENT INSTITUTIONAL TEI FUND, L.P. ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • November 29th, 2011 • Endowment Institutional TEI Fund, L.P. • Delaware

AGREEMENT dated this 18th day of October 2011, by and between The Endowment Institutional TEI Fund, L.P., a Delaware limited partnership (the “Fund”), and Endowment Advisers, L.P., a Delaware limited partnership (the “Administrative Servicing Agent”).

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