FORM OF

                           MEMBER SERVICING AGREEMENT
                                 BY AND BETWEEN
                        MERCANTILE CAPITAL ADVISORS, INC.
                                       AND
                     MERCANTILE LONG-SHORT MANAGER FUND LLC

            AGREEMENT, made as of the 1st day of January, 2003, by and between
MERCANTILE  CAPITAL  ADVISORS,  INC.,  a  Maryland  corporation  ("MCA"),  and
MERCANTILE  LONG-SHORT  MANAGER FUND LLC, a Delaware limited liability company
(the "Company").

            WHEREAS,  MCA and its  affiliates are in the business of providing
services to registered investment companies; and

            WHEREAS,  the  Company  wishes to  retain  MCA to  facilitate,  on
behalf of the Company,  the provision by financial advisers or other financial
intermediaries  ("Member  Service  Providers") of personal Member services and
account  maintenance  services  ("Member  Services") to members of the Company
("Members")  that are  customers  of such  Member  Service  Providers  and MCA
wishes to  facilitate,  on  behalf of the  Company,  the  provision  of Member
Services by Member Service Providers to their customers that are Members;

            NOW  THEREFORE,  in  consideration  of the  terms  and  conditions
herein contained, the parties agree as follows:

            1. Appointment of MCA.

               (a) The Company hereby  authorizes MCA to retain Member Service
Providers  to provide  Member  Services  and account  maintenance  services to
Members who are  customers  of such Member  Service  Providers.  These  Member
Services shall include, but shall not be limited to:

                   (i) handling  inquiries from Members regarding the Company,
including but not limited to questions  concerning  their  investments  in the
Company, capital account balances, and reports and tax information provided by
the Company;

                   (ii)   assisting  in  the   enhancement  of  relations  and
communications between Members and the Company;

                   (iii)  assisting in the  maintenance  of Members'  accounts
with the Company;

                   (iv)  assisting  in  the  maintenance  of  Company  records
containing Member information, such as changes of address; and

                   (v) providing  such other  information  and Member  liaison
services as MCA may reasonably request.




            2. Member Servicing Fee.

                   (a) In  recognition  of the  payments  MCA will make to the
Member Service  Providers that provide the Member Services outlined in Section
1, the  Company  will make  payments  to MCA within 10 days of the end of each
calendar  month to reimburse MCA for all or a portion of such payments made to
each such Member Service Provider, at an annualized rate of up to 0.25% of the
aggregate  value of  outstanding  Interests in the Company held by all Members
(the "Member  Servicing  Fee") as  determined on the last day of each calendar
month.

                   (b) MCA may pay amounts  pursuant to this  Section 2 to any
"affiliated  person" (as that term is defined in the Investment Company Act of
1940,  as amended  (the "1940  Act")) of MCA if such  affiliated  person is an
Member Service Provider.

            3. Duties of MCA.

                   (a) MCA agrees to retain the Member  Service  Providers  to
provide Member  Services and to compensate  such Member Service  Providers for
their services.

                   (b) MCA  shall  report  to the  Board of  Directors  of the
Company (the "Board") on a quarterly  basis  regarding:  (i) the nature of the
Member Services provided by the Member Service  Providers;  (ii) the amount of
payments made by MCA to such Member Service Providers; and (iii) the amount of
Member Servicing Fees paid by the Company.

            4. Liability of the Company.

            MCA  understands  and agrees that the  obligations  of the Company
under this  Agreement are not binding upon any Member or any person serving on
the  Board (a  "Director")  personally,  but bind  only  the  Company  and the
Company's  property.  MCA  represents  that it has notice of the provisions of
the Company's  Limited  Liability  Company  Agreement  disclaiming  Member and
Director liability for acts and obligations of the Company.

            5. Duration.

            This  Agreement  will  take  effect  on the date  first  set forth
above.   Unless  earlier  terminated   pursuant  to  Section  7  hereof,  this
Agreement  shall remain in effect for a period of two (2) years from such date
and  thereafter  from  year to  year,  so long as such  continuance  shall  be
approved at least  annually by the Board,  including  the vote of the majority
of the  Directors  who  are  not  parties  to this  Agreement  or  "interested
persons" (as defined by the 1940 Act) of any such party.

            6. Assignment or Amendment.

            Any amendment to this  Agreement  shall be in writing and shall be
subject to the approval of the Board,  including the vote of a majority of the
Directors  who are not  "interested  persons" of the Company.  This  Agreement
shall   automatically   and   immediately   terminate  in  the  event  of  its
"assignment," as defined by the 1940 Act, and the rules thereunder.



            7. Termination.

            This  Agreement may be  terminated  (i) by MCA at any time without
penalty upon sixty days'  written  notice to the Company  (which notice may be
waived by the  Company);  or (ii) by the Company at any time  without  penalty
upon sixty days'  written  notice to MCA (which  notice may be waived by MCA).
Any  termination  of this  Agreement  shall not affect the  obligation  of the
Company to pay the Member  Servicing Fee to reimburse MCA for payments made or
obligations incurred prior to such termination.

            8. Choice of Law.

            This  Agreement  shall be  governed  by the  laws of the  State of
Delaware  applicable to agreements  made and to be performed  entirely  within
the State of  Delaware  (without  regard to any  conflicts  of law  principles
thereof).  Any  question of  interpretation  of any term or  provision of this
Agreement  having  a  counterpart  in or  otherwise  derived  from a  term  or
provision  of the 1940 Act  shall be  resolved  by  reference  to such term or
provision  of the  1940 Act and to  interpretations  thereof,  if any,  by the
United  States  courts or, in the absence of any  controlling  decision of any
such court,  by rules,  regulations  or orders of the  Securities and Exchange
Commission  issued pursuant to the 1940 Act. In addition,  where the effect of
a requirement  of the 1940 Act reflected in any provision of this Agreement is
revised by rule,  regulation or order of the Commission,  such provision shall
be deemed to incorporate the effect of such rule, regulation or order.

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            IN WITNESS  WHEREOF,  the parties have executed this  Agreement as
of the day and year first above written.




                                         MERCANTILE CAPITAL ADVISORS, INC.


                                         By:______________________________
                                            Name:
                                            Title:


                                         MERCANTILE LONG-SHORT MANAGER FUND LLC



                                         By:__________________________________
                                            Name:
                                            Title: