0000898432-10-000123 Sample Contracts

SALIENT ABSOLUTE RETURN INSTITUTIONAL FUND FIRST AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated: January 29, 2010
Agreement and Declaration of Trust • February 5th, 2010 • Salient Absolute Return Institutional Fund

THIS FIRST AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Salient Absolute Return Institutional Fund, a Delaware statutory trust (the “Trust”), made as of January 29, 2010 by the undersigned Trustees.

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 5th, 2010 • Salient Absolute Return Institutional Fund • Delaware

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

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DISTRIBUTION AGREEMENT SALIENT ABSOLUTE RETURN FUND SALIENT ABSOLUTE RETURN INSTITUTIONAL FUND
Distribution Agreement • February 5th, 2010 • Salient Absolute Return Institutional Fund • Delaware
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SALIENT ABSOLUTE RETURN INSTITUTIONAL FUND ADMINISTRATIVE SERVICES AGREEMENT
Return Institutional Fund • February 5th, 2010 • Salient Absolute Return Institutional Fund • Delaware

AGREEMENT dated this 28th day of January, 2010 by and between Salient Absolute Return Institutional Fund, a Delaware statutory trust (the "Fund"), and Salient Advisors, L.P., a Delaware limited partnership (the "Administrative Servicing Agent").

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FORM OF SELLING GROUP AGREEMENT
Selling Group Agreement • February 5th, 2010 • Salient Absolute Return Institutional Fund • New York
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