Mercantile Absolute Return Fund for Tax-Exempt/Deferred Investors (TEDI) LLC Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • August 3rd, 2009 • PNC Absolute Return TEDI 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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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 1st, 2010 • PNC Absolute Return TEDI Fund LLC • Delaware

AGREEMENT made as of this 22nd day of January, 2010, by and between PNC Absolute Return TEDI 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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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 1st, 2010 • PNC Absolute Return TEDI 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 TEDI Fund LLC • Delaware

THIS AGREEMENT is made as of this 1st day of May, 2006, by and between Mercantile Absolute Return Fund for Tax-Exempt/Deferred Investors 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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LIMITED LIABILITY COMPANY AGREEMENT OF PNC ABSOLUTE RETURN TEDI FUND LLC A Delaware Limited Liability Company Dated as of August 4, 2005 Two Hopkins Plaza, Baltimore, Maryland 21201
Limited Liability Company Agreement • June 30th, 2011 • PNC Absolute Return TEDI Fund LLC • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT of PNC Absolute Return TEDI Fund LLC (the “Company”) is dated as of August 4, 2005 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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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 1st, 2010 • PNC Absolute Return TEDI Fund LLC • New York

AGREEMENT made as of this 22nd day of January, 2010 by and among PNC Capital Advisors, LLC, a Delaware limited liability company, in its role as Manager (the “Manager”) of the PNC Absolute Return Master Fund LLC, a Delaware limited liability company (the “Company”), and Ramius Alternative Solutions 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 for Tax-Exempt/Deferred Investors (TEDI) 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 FOR TAX-EXEMPT/DEFERRED INVESTORS (TEDI) LLC, a Delaware limited liability company (the “Fund”).

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ESCROW AGREEMENT
Escrow Agreement • June 29th, 2006 • Mercantile Absolute Return Fund for Tax-Exempt/Deferred Investors (TEDI) LLC • Delaware

THIS AGREEMENT is made as of __________, 2006, by and among Mercantile Absolute Return Fund for Tax-Exempt/Deferred Investors (TEDI) 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 16th, 2010 • PNC Absolute Return TEDI 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 TEDI Fund LLC • Delaware

THIS AGREEMENT is made as of May 31, 2010, by and among PNC ABSOLUTE RETURN TEDI 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 TEDI 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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INTERIM INVESTMENT MANAGEMENT AGREEMENT AGREEMENT made as of this 30th day of September, 2009, by and between PNC Absolute Return TEDI Fund LLC, a Delaware limited liability company (the Company), and PNC Capital Advisors, LLC, a Delaware limited...
Interim Investment Management Agreement • November 30th, 2009 • PNC Absolute Return TEDI Fund LLC • Delaware
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STATE FILING SERVICES AGREEMENT
State Filing Services Agreement • July 1st, 2010 • PNC Absolute Return TEDI 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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SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • June 29th, 2006 • Mercantile Absolute Return Fund for Tax-Exempt/Deferred Investors (TEDI) 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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CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • June 30th, 2011 • PNC Absolute Return TEDI 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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AGREEMENT AND PLAN OF LIQUIDATION FOR PNC ABSOLUTE RETURN TEDI 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 TEDI Fund LLC (the "Fund") and PNC...
Agreement and Plan of Liquidation • November 28th, 2011 • PNC Absolute Return TEDI Fund LLC • Delaware
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MERCANTILE ABSOLUTE RETURN FUND FOR TAX-EXEMPT/DEFERRED INVESTORS (TEDI) LLC LIMITED LIABILITY COMPANY AGREEMENT August 4, 2005
Limited Liability Company Agreement • June 29th, 2006 • Mercantile Absolute Return Fund for Tax-Exempt/Deferred Investors (TEDI) LLC • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT of Mercantile Absolute Return Fund for Tax-Exempt/Deferred Investors (TEDI) LLC (the “Company”) is dated as of August 4, 2005 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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CLEARSKYSM STATE FILING SERVICES AGREEMENT
State Filing Services Agreement • June 30th, 2011 • PNC Absolute Return TEDI 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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SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • July 1st, 2010 • PNC Absolute Return TEDI 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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Form of Agreement Regarding Initial Capital MERCANTILE CAPITAL ADVISORS, INC. Two Hopkins Plaza Baltimore, MD 21201
Form of Agreement Regarding Initial Capital • September 30th, 2005 • Mercantile Absolute Return Fund for Tax-Exempt/Deferred Investors (TEDI) LLC
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