PNC Alternative Strategies Fund LLC Sample Contracts

FORM OF
Investment Management Agreement • November 22nd, 2002 • Mercantile Small Cap Manager Fund LLC • Delaware
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FORM OF
Limited Liability Company Agreement • July 3rd, 2003 • Mercantile Alternative Strategies Fund LLC • Delaware
FORM OF
Investment Advisory Agreement • November 22nd, 2002 • Mercantile Small Cap Manager Fund LLC • Delaware
FORM OF
Administration Agreement • December 30th, 2002 • Mercantile Alternative Strategies Fund LLC • Delaware
DISTRIBUTION AGREEMENT
Distribution Agreement • August 3rd, 2009 • PNC Alternative Strategies 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”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 1st, 2010 • PNC Alternative Strategies Fund LLC • Delaware

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

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 1st, 2010 • PNC Alternative Strategies Fund LLC • Delaware

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

ADMINISTRATION AGREEMENT
Administration Agreement • June 30th, 2011 • PNC Alternative Strategies Fund LLC • Delaware

THIS AGREEMENT is made as of this 1st day of May, 2006, by and between Mercantile Alternative Strategies 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”).

PNC ALTERNATIVE STRATEGIES FUND LLC LIMITED LIABILITY COMPANY AGREEMENT Amended and Restated June 30, 2006
Limited Liability Company Agreement • August 1st, 2008 • PNC Alternative Strategies Fund LLC • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PNC Alternative Strategies 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.

WITNESSETH
Escrow Agreement • July 3rd, 2003 • Mercantile Alternative Strategies Fund LLC • Delaware
MEMBER SERVICING AGREEMENT BY AND BETWEEN MERCANTILE CAPITAL ADVISORS, INC. AND MERCANTILE ALTERNATIVE STRATEGIES FUND LLC
Member Servicing Agreement • July 3rd, 2003 • Mercantile Alternative Strategies Fund LLC • Delaware
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 30th, 2011 • PNC Alternative Strategies Fund LLC • Delaware

AGREEMENT made as of this 30th day of June, 2006 by and among Mercantile Capital Advisors, Inc., a Maryland corporation, in its role as Manager (the “Manager”) of the Mercantile Alternative Strategies Master Fund LLC, a Delaware limited liability company (the “Company”), and Robeco-Sage Capital Management, L.L.C., a Delaware limited liability company (the “Adviser”), and the Company.

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • June 29th, 2006 • Mercantile Alternative Strategies 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 ALTERNATIVE STRATEGIES FUND LLC, a Delaware limited liability company (the “Fund”).

ESCROW AGREEMENT
Escrow Agreement • June 29th, 2006 • Mercantile Alternative Strategies Fund LLC • Delaware

THIS AGREEMENT is made as of __________ , 2006, by and among Mercantile Alternative Strategies 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").

AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • August 13th, 2010 • PNC Alternative Strategies 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”).

ESCROW AGREEMENT
Escrow Agreement • July 1st, 2010 • PNC Alternative Strategies Fund LLC • Delaware

THIS AGREEMENT is made as of May 31, 2010, by and among PNC ALTERNATIVE STRATEGIES 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”).

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • June 30th, 2011 • PNC Alternative Strategies 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 Alternative Strategies 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”).

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • June 29th, 2006 • Mercantile Alternative Strategies 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”).

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • June 30th, 2011 • PNC Alternative Strategies 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.

MERCANTILE ALTERNATIVE STRATEGIES FUND LLC LIMITED LIABILITY COMPANY AGREEMENT Amended and Restated June 30, 2006
Limited Liability Company Agreement • June 29th, 2006 • Mercantile Alternative Strategies Fund LLC • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Mercantile Alternative Strategies 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.

CLEARSKYSM STATE FILING SERVICES AGREEMENT
State Filing Services Agreement • June 30th, 2011 • PNC Alternative Strategies 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”).

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

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

PNC ALTERNATIVE STRATEGIES FUND LLC LIMITED LIABILITY COMPANY AGREEMENT Amended and Restated June 30, 2006 A-1
Limited Liability Company Agreement • June 30th, 2011 • PNC Alternative Strategies Fund LLC • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PNC Alternative Strategies 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.

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

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

FORM OF
Sub-Administration Agreement • November 22nd, 2002 • Mercantile Small Cap Manager Fund LLC • Delaware
AMENDMENT TO EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 27th, 2007 • Mercantile Alternative Strategies Fund LLC

This Amendment, dated as of January 1, 2007 is entered into between Mercantile Capital Advisors, Inc. a Maryland corporation (the “Manager”), Mercantile Alternative Strategies Fund LLC (the “Fund”) and Mercantile Alternative Strategies Master Fund LLC (the “Master Fund”).

AMENDMENT INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 30th, 2011 • PNC Alternative Strategies Fund LLC

This Amendment, dated as of January 1, 2007 is entered into by and among Mercantile Capital Advisors, Inc., a Maryland corporation (the “Manager”), Mercantile Alternative Strategies Master Fund LLC, a Delaware limited liability company (the “Master Fund”), and Robeco Investment Management, Inc., a Delaware limited liability company (the “Adviser”).

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