0000950103-06-001652 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • June 29th, 2006 • Mercantile Alternative Strategies Fund for Tax-Exempt/Deferred Investors (TEDI) LLC • New York

AGREEMENT made as of ____________, 2006 between Mercantile Alternative Strategies Fund for Tax-Exempt/Deferred Investors (TEDI) LLC, a Delaware limited liability company, having an office at Two Hopkins Plaza, Baltimore, Maryland 21201 (the “Fund”), and Mercantile Investment Services, Inc., a Delaware corporation, having an office at 100 Summer Street, Suite 1500, Boston, Massachusetts 02110 (the “Distributor”).

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • June 29th, 2006 • Mercantile Alternative Strategies Fund for Tax-Exempt/Deferred Investors (TEDI) LLC • Delaware

AGREEMENT made as of this ___ day of ______, 2006, by and between Mercantile Alternative Strategies Fund for Tax-Exempt/Deferred Investors (TEDI) LLC, a Delaware limited liability company (the “Company”), and Mercantile Capital Advisors, Inc., a Maryland corporation (the “Manager”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • June 29th, 2006 • Mercantile Alternative Strategies Fund for Tax-Exempt/Deferred Investors (TEDI) LLC • Delaware

AGREEMENT made as of this ____ day of__________ , 2006, by and between Mercantile Alternative Strategies Master Fund LLC, a Delaware limited liability company (the “Company”), and Mercantile Capital Advisors, Inc., a Maryland corporation (the “Manager”).

ADMINISTRATION AGREEMENT
Administration Agreement • June 29th, 2006 • Mercantile Alternative Strategies Fund for Tax-Exempt/Deferred Investors (TEDI) LLC • Delaware

THIS AGREEMENT is made as of this ____ day of________ , 2006, by and between Mercantile Alternative Strategies 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”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 29th, 2006 • Mercantile Alternative Strategies Fund for Tax-Exempt/Deferred Investors (TEDI) LLC • Delaware

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 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.

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

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

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

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • June 29th, 2006 • Mercantile Alternative Strategies 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 ALTERNATIVE STRATEGIES FUND FOR TAX-EXEMPT/ DEFERRED INVESTORS (TEDI) LLC, a Delaware limited liability company (the "Fund").

MERCANTILE ALTERNATIVE STRATEGIES FUND FOR TAX- EXEMPT/DEFERRED INVESTORS (TEDI) LLC LIMITED LIABILITY COMPANY AGREEMENT August 4, 2005
Limited Liability Company Agreement • June 29th, 2006 • Mercantile Alternative Strategies Fund for Tax-Exempt/Deferred Investors (TEDI) LLC • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT of Mercantile Alternative Strategies 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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