0000950123-11-063309 Sample Contracts

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.

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.

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.

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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