0000950103-06-001653 Sample Contracts

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

AGREEMENT made as of ____________, 2006 between Mercantile Long-Short Manager 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 Long-Short Manager Fund for Tax-Exempt/Deferred Investors (TEDI) LLC • Delaware

AGREEMENT made as of this ___ day of ______, 2006, by and between Mercantile Long-Short Manager 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 Long-Short Manager Fund for Tax-Exempt/Deferred Investors (TEDI) LLC • Delaware

AGREEMENT made as of this ____ day of __________, 2006, by and between Mercantile Long-Short Manager 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 Long-Short Manager Fund for Tax-Exempt/Deferred Investors (TEDI) LLC • Delaware

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

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • June 29th, 2006 • Mercantile Long-Short Manager 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 LONG-SHORT MANAGER FUND FOR TAX-EXEMPT/DEFERRED INVESTORS (TEDI) LLC, a Delaware limited liability company (the "Fund").

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

THIS AGREEMENT is made as of __________, 2006, by and among Mercantile Long-Short Manager 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 Long-Short Manager 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”).

MERCANTILE LONG-SHORT MANAGER FUND FOR TAX-EXEMPT/DEFERRED INVESTORS (TEDI) LLC LIMITED LIABILITY COMPANY AGREEMENT August 4, 2005
Mercantile Long-Short Manager Fund for Tax-Exempt/Deferred Investors (TEDI) LLC • June 29th, 2006 • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT of Mercantile Long-Short Manager 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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