Mercantile Absolute Return Fund LLC Sample Contracts

FORM OF
Limited Liability Company Agreement • July 3rd, 2003 • Mercantile Absolute Return Fund LLC • Delaware
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INVESTMENT ADVISORY AGREEMENT AGREEMENT made as of this 23rd day of December, 2002 by and between Mercantile Capital Advisors, Inc., a Maryland corporation, in its role as Manager (the "Manager") of the Mercantile Absolute Return Fund LLC, a Delaware...
Investment Advisory Agreement • July 3rd, 2003 • Mercantile Absolute Return Fund LLC • New York
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CUSTODIAN SERVICES AGREEMENT THIS AGREEMENT is made as of December 30, 2002 by and between SEI PRIVATE TRUST COMPANY, a savings association supervised by the Office of Thrift Supervision ("SEI Trust"), and MERCANTILE ABSOLUTE RETURN FUND LLC, a...
Custodian Services Agreement • July 3rd, 2003 • Mercantile Absolute Return Fund LLC
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SUB-ADMINISTRATION AGREEMENT THIS AGREEMENT is made as of this 23rd day of December, 2002, by and between Mercantile Capital Advisors, Inc., a Maryland corporation (the "Administrator"), and SEI Investments Global Funds Services (the...
Sub-Administration Agreement • July 3rd, 2003 • Mercantile Absolute Return Fund LLC • Delaware
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FORM OF
Investment Management Agreement • November 19th, 2002 • Mercantile Absolute Return Fund LLC • New York
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FORM OF
Investment Advisory Agreement • November 19th, 2002 • Mercantile Absolute Return Fund LLC • New York
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DISTRIBUTION AGREEMENT
Distribution Agreement • August 3rd, 2009 • PNC Absolute Return Fund LLC • New York

AGREEMENT made as of March 31, 2009 among PNC Absolute Return Master Fund LLC, PNC Absolute Return Fund LLC, PNC Absolute Return TEDI Fund LLC, PNC Alternative Strategies Master Fund LLC, PNC Alternative Strategies Fund LLC, PNC Alternative Strategies TEDI Fund LLC, PNC Long-Short Master Fund LLC, PNC Long-Short Fund, LLC, PNC Long-Short TEDI Fund LLC , each a Delaware limited liability company, having an office at Two Hopkins Plaza, Baltimore, Maryland 21201 (each, a “Fund”), and PNC Fund Distributor, Inc., a Delaware corporation, having an office at 10 High Street, Suite 302, Boston, Massachusetts 02110 (the Distributor”).

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FORM OF
Administration Agreement • November 19th, 2002 • Mercantile Absolute Return Fund LLC • Delaware
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INVESTMENT MANAGEMENT AGREEMENT AGREEMENT made as of this 23rd, day of December 2002 by and between Mercantile Absolute Return Fund LLC, a Delaware limited liability company (the "Company"), and Mercantile Capital Advisors, Inc., a Maryland...
Investment Management Agreement • July 3rd, 2003 • Mercantile Absolute Return Fund LLC • New York
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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 1st, 2010 • PNC Absolute Return Fund LLC • Delaware

AGREEMENT made as of this 22nd day of January, 2010, by and between PNC Absolute Return Fund LLC, a Delaware limited liability company (the “Company”), and PNC Capital Advisors, LLC, a Delaware limited liability company (the “Manager”).

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ADMINISTRATION AGREEMENT THIS AGREEMENT is made as of this 23rd day of December, 2002, by and between Mercantile Absolute Return Fund LLC, a Delaware limited liability company (the "Company"), a registered, non-diversified, closed-end management...
Administration Agreement • July 3rd, 2003 • Mercantile Absolute Return Fund LLC • Delaware
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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 1st, 2010 • PNC Absolute Return Fund LLC • Delaware

AGREEMENT made as of this 22nd day of January, 2010, by and between PNC Absolute Return Master Fund LLC, a Delaware limited liability company (the “Company”), and PNC Capital Advisors, LLC, a Delaware limited liability company (the “Manager”).

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ADMINISTRATION AGREEMENT
Administration Agreement • June 30th, 2011 • PNC Absolute Return Fund LLC • Delaware

THIS AGREEMENT is made as of this 1st day of May, 2006, by and between Mercantile Absolute Return Fund LLC, a Delaware limited liability company (the “Company”), a registered, non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), consisting of limited liability company interests (the “Interests”); and Mercantile Capital Advisors, Inc., a Maryland corporation (the “Administrator”).

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WITNESSETH
Escrow Agreement • July 3rd, 2003 • Mercantile Absolute Return Fund LLC • Delaware
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PNC ABSOLUTE RETURN FUND LLC LIMITED LIABILITY COMPANY AGREEMENT Amended and Restated June 30, 2006
Limited Liability Company Agreement • August 1st, 2008 • PNC Absolute Return Fund LLC • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PNC Absolute Return Fund LLC (the “Company”) is dated as of June 30, 2006 by and among PNC Capital Advisors, Inc. as the manager (“PCA” or the “Manager”), and Mercantile Bankshares Corporation as Organizational Member and those persons hereinafter admitted as Members.

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MEMBER SERVICING AGREEMENT BY AND BETWEEN MERCANTILE CAPITAL ADVISORS, INC. AND MERCANTILE ABSOLUTE RETURN FUND LLC
Member Servicing Agreement • July 3rd, 2003 • Mercantile Absolute Return Fund LLC • Delaware
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INTERIM INVESTMENT MANAGEMENT AGREEMENT AGREEMENT made as of this 30th day of September, 2009, by and between PNC Absolute Return Fund LLC, a Delaware limited liability company (the Company), and PNC Capital Advisors, LLC, a Delaware limited liability...
Interim Investment Management Agreement • November 30th, 2009 • PNC Absolute Return Fund LLC • Delaware
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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 29th, 2006 • Mercantile Absolute Return Fund LLC • New York

AGREEMENT made as of this ____ day of __________, 2006 by and among Mercantile Capital Advisors, Inc., a Maryland corporation, in its role as Manager (the “Manager”) of the Mercantile Absolute Return Master Fund LLC, a Delaware limited liability company (the “Company”), and Ramius HVB Partners, LLC, a Delaware limited liability company (the “Adviser”), and the Company.

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CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • June 29th, 2006 • Mercantile Absolute Return Fund LLC

THIS CUSTODIAN SERVICES AGREEMENT is entered into as of__________, 2006, by and between SEI PRIVATE TRUST COMPANY, a savings association supervised by the Office of Thrift Supervision (“SEI Trust”), and MERCANTILE ABSOLUTE RETURN FUND LLC, a Delaware limited liability company (the “Fund”).

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ESCROW AGREEMENT
Escrow Agreement • June 29th, 2006 • Mercantile Absolute Return Fund LLC • Delaware

THIS AGREEMENT is made as of __________, 2006, by and among Mercantile Absolute Return Fund LLC, a Delaware limited liability company (the "Company"), Mercantile Capital Advisors, Inc., a Maryland corporation (the "Manager"), and SEI Private Trust Company, a savings association supervised by the Office of Thrift Supervision ("SEI” or “Escrow Agent").

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AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • August 13th, 2010 • PNC Absolute Return Fund LLC • Delaware

THIS AMENDED AND RESTATED ESCROW AGREEMENT (the “Agreement”) is made as of July 1, 2010, by and among PNC CAPITAL ADVISORS, LLC, a Delaware limited liability company (the “Manager”), BNY INVESTMENT SERVICING (U.S.) INC. (f/n/a PNC Global Investment Servicing (U.S.) Inc.), a Massachusetts corporation (“Escrow Agent”) and each of the entities listed on Appendix A attached hereto, as such Appendix A may be amended from time to time as provided herein (each a “Fund” and collectively the “Funds”).

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ESCROW AGREEMENT
Escrow Agreement • July 1st, 2010 • PNC Absolute Return Fund LLC • Delaware

THIS AGREEMENT is made as of May 31, 2010, by and among PNC ABSOLUTE RETURN FUND LLC, a Delaware limited liability company (the “Company”), PNC CAPITAL ADVISORS, LLC, a Maryland corporation (the “Manager”), and PNC GLOBAL INVESTMENT SERVICING (U.S.) INC., a Massachusetts corporation (“Escrow Agent” or “PNC”).

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SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • June 30th, 2011 • PNC Absolute Return Fund LLC

THIS SUB-ADMINISTRATION AGREEMENT is made as of May 31, 2010 by and between PNC CAPITAL ADVISORS, LLC, a Delaware limited liability company (the “Administrator” or “PNC”) and PNC GLOBAL INVESTMENT SERVICING (U.S.) INC., a Massachusetts corporation (the “Sub-Administrator”). Capitalized terms not otherwise defined shall have the meanings set forth in Appendix B.

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STATE FILING SERVICES AGREEMENT
State Filing Services Agreement • July 1st, 2010 • PNC Absolute Return Fund LLC • Delaware

This AGREEMENT, dated as of this 1st day of June, 2010, is by and between PNC Global Investment Servicing (U.S.) Inc. (“PNC”) and each of the fund(s) listed on Schedule A attached hereto, as such Schedule A may be amended from time to time as provided herein (each, a “Fund” and collectively the “Funds”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • August 1st, 2008 • PNC Absolute Return Fund LLC • New York

AGREEMENT made as of September 28, 2007 among Mercantile Absolute Return Fund LLC; Mercantile Absolute Return Master Fund LLC; Mercantile Alternative Strategies Fund LLC; Mercantile Alternative Strategies Master Fund LLC; Mercantile Long-Short Manager Fund LLC; Mercantile Long-Short Manager Fund for Tax Exempt/Deferred Investors LLC; Mercantile Alternative Strategies Fund for Tax Exempt/Deferred Investors LLC; Mercantile Absolute Return Fund for Tax Exempt/Deferred Investors LLC, each a Delaware limited liability company, having an office at Two Hopkins Plaza, Baltimore, Maryland 21201 (each, a “Fund”), and PNC Fund Distributor, Inc., a Delaware corporation, having an office at 100 Summer Street, Suite 1500, Boston, Massachusetts 02110 (the Distributor”).

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SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • June 29th, 2006 • Mercantile Absolute Return Fund LLC • Delaware

THIS AGREEMENT is made as of this ___ day of ____________, 2006, by and between Mercantile Capital Advisors, Inc., a Maryland corporation (the “Administrator”), and SEI Investments Global Funds Services, a Delaware business trust (the “Sub-Administrator”).

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AGREEMENT AND PLAN OF LIQUIDATION FOR PNC ABSOLUTE RETURN FUND LLC This agreement and plan of liquidation, dated as of October 4, 2011 (the "Effective Date"), is entered into by and between PNC Absolute Return Fund LLC (the "Fund") and PNC Capital...
Agreement and Plan • November 28th, 2011 • PNC Absolute Return Fund LLC • Delaware
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PNC ABSOLUTE RETURN FUND LLC LIMITED LIABILITY COMPANY AGREEMENT Amended and Restated June 30, 2006
Limited Liability Company Agreement • June 30th, 2011 • PNC Absolute Return Fund LLC • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PNC Absolute Return Fund LLC (the “Company”) is dated as of June 30, 2006 by and among PNC Capital Advisors, Inc. as the manager (“PCA” or the “Manager”), and Mercantile Bankshares Corporation as Organizational Member and those persons hereinafter admitted as Members.

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CLEARSKYSM STATE FILING SERVICES AGREEMENT
State Filing Services Agreement • June 30th, 2011 • PNC Absolute Return Fund LLC • Delaware

This AGREEMENT, dated as of this 1st day of June, 2010, is by and between PNC Global Investment Servicing (U.S.) Inc. (“PNC”) and each of the fund(s) listed on Schedule A attached hereto, as such Schedule A may be amended from time to time as provided herein (each, a “Fund” and collectively the “Funds”).

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 29th, 2006 • Mercantile Absolute Return Fund LLC • Maryland

This EXPENSE LIMITATION AGREEMENT is made as of the ___ day of _________, 2006 by and among Mercantile Absolute Return Fund LLC (the “Company”), Mercantile Absolute Return Master Fund LLC (the “Master Fund”) and Mercantile Capital Advisors, Inc. (the “Manager”) with respect to the following:

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 30th, 2011 • PNC Absolute Return Fund LLC • Maryland

This EXPENSE LIMITATION AGREEMENT is made as of the 30th day of June, 2006 by and among Mercantile Absolute Return Fund LLC (the “Company”), Mercantile Absolute Return Master Fund LLC (the “Master Fund”) and Mercantile Capital Advisors, Inc. (the “Manager”) with respect to the following:

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FORM OF
Sub-Administration Agreement • November 19th, 2002 • Mercantile Absolute Return Fund LLC • Delaware
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CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • June 30th, 2011 • PNC Absolute Return Fund LLC

THIS AGREEMENT is made as of May 28, 2010 by and between PFPC TRUST COMPANY, a limited purpose trust company incorporated under the laws of Delaware (“PFPC Trust”), and each of the limited liability companies registered under the 1940 Act and unregistered fund(s) listed on Appendix A attached hereto, as such Appendix A may be amended from time to time as provided herein (each, a “Fund” and collectively the “Funds”). Capitalized terms shall have the meanings set forth in Appendix B.

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MERCANTILE ABSOLUTE RETURN FUND LLC LIMITED LIABILITY COMPANY AGREEMENT Amended and Restated June 30, 2006
Limited Liability Company Agreement • June 29th, 2006 • Mercantile Absolute Return Fund LLC • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Mercantile Absolute Return Fund LLC (the “Company”) is dated as of June 30, 2006 by and among Mercantile Capital Advisors, Inc. as the manager (“MCA” or the “Manager”), and Mercantile Bankshares Corporation as Organizational Member and those persons hereinafter admitted as Members.

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I. INVESTMENT ADVISORY AGREEMENT AGREEMENT made as of this 18th day of May, 2005 by and between Mercantile Capital Advisors, Inc., a Maryland corporation, in its role as Manager (the "Manager") of the Mercantile Absolute Return Fund LLC, a Delaware...
Investment Advisory Agreement • June 9th, 2005 • Mercantile Absolute Return Fund LLC • New York
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