Mercantile Long Short Manager Fund LLC Sample Contracts

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FORM OF
Investment Advisory Agreement • November 22nd, 2002 • Mercantile Long Short Manager Fund LLC • Delaware
DISTRIBUTION AGREEMENT
Distribution Agreement • June 30th, 2011 • PNC Long-Short 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, LLC, a Delaware corporation, having an office at 10 High Street, Suite 302, Boston, Massachusetts 02110 (the Distributor”).

FORM OF
Liability Company Agreement • July 7th, 2003 • Mercantile Long Short Manager Fund LLC • Delaware
INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 1st, 2010 • PNC Long-Short Fund LLC • Delaware

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

FORM OF
Administration Agreement • December 30th, 2002 • Mercantile Long Short Manager Fund LLC • Delaware
INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 1st, 2010 • PNC Long-Short Fund LLC • Delaware

AGREEMENT made as of this 22nd day of January, 2010, by and between PNC Long-Short 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 Long-Short Fund LLC • Delaware

THIS AGREEMENT is made as of this 1st day of May, 2006, by and between Mercantile Long-Short Manager 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”).

WITNESSETH
Escrow Agreement • July 7th, 2003 • Mercantile Long Short Manager Fund LLC • Delaware
PNC LONG-SHORT FUND LLC LIMITED LIABILITY COMPANY AGREEMENT Amended and Restated June 30, 2006
Limited Liability Company Agreement • July 3rd, 2008 • PNC Long-Short Fund LLC • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PNC Long-Short 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.

MEMBER SERVICING AGREEMENT BY AND BETWEEN MERCANTILE CAPITAL ADVISORS, INC. AND MERCANTILE LONG-SHORT MANAGER FUND LLC
Member Servicing Agreement • July 7th, 2003 • Mercantile Long Short Manager Fund LLC • Delaware
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 30th, 2011 • PNC Long-Short Fund LLC • Delaware

AGREEMENT made as of this 31st day of August, 2010 by and among PNC Capital Advisors, LLC, a Delaware limited liability company, in its role as Manager (the “Manager”) of PNC Long-Short Master Fund LLC, a Delaware limited liability company (the “Company”), and Robeco Investment Management, Inc., a corporation organized under the laws of Delaware (the “Adviser”), and the Company.

ESCROW AGREEMENT
Escrow Agreement • June 29th, 2006 • Mercantile Long Short Manager Fund LLC • Delaware

THIS AGREEMENT is made as of __________, 2006, by and among Mercantile Long-Short Manager 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 16th, 2010 • PNC Long-Short 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 Long-Short Fund LLC • Delaware

THIS AGREEMENT is made as of May 31, 2010, by and among PNC LONG-SHORT 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”).

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • June 29th, 2006 • Mercantile Long Short Manager 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 LONG-SHORT MANAGER FUND LLC, a Delaware limited liability company (the “Fund”).

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • June 30th, 2011 • PNC Long-Short 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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CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • June 30th, 2011 • PNC Long-Short 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.

PNC LONG-SHORT FUND LLC LIMITED LIABILITY COMPANY AGREEMENT Amended and Restated June 30, 2006
Limited Liability Company Agreement • June 30th, 2011 • PNC Long-Short Fund LLC • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PNC Long-Short 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.

CLEARSKYSM STATE FILING SERVICES AGREEMENT
State Filing Services Agreement • June 30th, 2011 • PNC Long-Short 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 Long Short Manager Fund LLC • Maryland

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

FORM OF INTERIM INVESTMENT ADVISORY AGREEMENT
Interim Investment Advisory Agreement • July 1st, 2010 • PNC Long-Short Fund LLC • Delaware

AGREEMENT made as of this day of , 2010 by and among PNC Capital Advisors, LLC, a Delaware limited liability company, in its role as Manager (the “Manager”) of PNC Long-Short Master Fund LLC, a Delaware limited liability company (the “Company”), and Robeco Investment Management, Inc., a corporation organized under the laws of Delaware (the “Adviser”), and the Company.

MERCANTILE LONG-SHORT MANAGER FUND LLC LIMITED LIABILITY COMPANY AGREEMENT Amended and Restated June 30, 2006
Liability Company Agreement • June 29th, 2006 • Mercantile Long Short Manager Fund LLC • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Mercantile Long-Short Manager 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.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 30th, 2011 • PNC Long-Short Fund LLC • Maryland

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

AMENDMENT TO EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 27th, 2007 • Mercantile Long Short Manager Fund LLC

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

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