Form of Agreement Regarding Initial Capital MERCANTILE CAPITAL ADVISORS, INC. Two Hopkins Plaza Baltimore, MD 21201

Exhibit 2(p)

Form of Agreement Regarding Initial Capital

MERCANTILE CAPITAL ADVISORS, INC.
Xxx Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000

•, 2005

Mercantile Long-Short Manager Fund for Tax-Exempt/Deferred Investors (TEDI) LLC

Xxx Xxxxxxx Xxxxx

Xxxxxxxxx, XX 00000

Ladies and Gentlemen:

     Mercantile Capital Advisors, Inc. hereby offers to purchase interests in Mercantile Long-Short Manager Fund for Tax-Exempt/Deferred Investors (TEDI) LLC (the “Company Interest”) for an aggregate price of one hundred thousand ($100,000.00) dollars. This letter will confirm that Mercantile Capital Advisors, Inc. is purchasing the Company Interest for its own account for investment purposes only and not with a view to reselling or otherwise distributing such shares.

Sincerely,

MERCANTILE CAPITAL ADVISORS, INC.

By:

 Name:

 Title:

ACCEPTED AND AGREED: 

MERCANTILE LONG-SHORT MANAGER

     FUND FOR TAX-EXEMPT/DEFERRED
     INVESTORS (TEDI) LLC

By:

 Name:

 Title: