SecProbe.io

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December 22, 2005

Priya Udeshi, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, N.Y.  10017

Re:	Mercantile Alternative Strategies
 Fund For Tax-Exempt/Deferred Investors
 (TEDI) LLC (the MASF Tax-Exempt Fund")
	File Nos. 811-21817 and 333-128726

		Mercantile Alternative Strategies
 Fund LLC (the "MASF Fund")
		File Nos. 811-21257 and 333-128725

Dear Ms. Udeshi:

      On September 30, 2005, the Funds
 referenced above filed with the Commission
  registration statements on Form N-2 under
 the Investment Company Act of 1940
 ("Investment Company Act") and the
Securities Act of 1933 ("Securities Act").
 Based upon our review of the registration
 statements, we have the following comments,
 each of which applies to both Funds,
 unless indicated otherwise.

Prospectus

	General

1.	Please apply the plain English
 requirements of Rule 421 under Regulation
 C under the Securities Act to the
 Prospectus
 disclosure.  For example, please use the
 hyphen in a consistent manner when
 punctuating the term "wholly-owned."
  Also, please revise the text of the
 Prospectus in plain English to the active
 voice as required under Rule 421(d)(2)(iii).

2.	Please revise each section of the
 Prospectus discussing the fees that an
 investor will bear by purchasing Fund
shares to explain in a clear and complete
 manner the direct and indirect aspects
 of the fees.  In addition, please revise
 the term "distribution fee" used
throughout
 the text to "sales load."

3. When referencing the federal
 securities
 laws, (e.g., "the 1940 Act"), the text
 containing the reference should explain
 in plain English, using concise and clear
 language, any applicable requirements
 under the noted law.

4.	For ease of reference, please add to
 the Prospectus a glossary of all defined
 terms and an organizational chart.
 In making this comment, we note that
 the Prospectus contains unclear terms and
 defines certain terms multiple times.
  For example:  the "Summary" section of
 the MASF Tax-Exempt Fund Prospectus
defines
 the term "Members" as:  "[t]he Fund is
 intended to afford its members
(`Members`)."
  The "Fund`s Structure" section,
 however,
 redefines the term as:  "Investors who
 acquire interest in the Fund (`Interests`)
 will become members of the Fund
(`Members`)."
  The "Risk Factors" section contains
another
 example where several terms, including
 "performance or incentive allocations"
 and "performance or incentive allocation
 or fee," describe fees paid to the
 Investment
 Managers of the underlying funds, while
 other sections, however, use different
 terms to describe those fees (e.g., the
 paragraph after the heading "Summary of
 Fees and Expenses" uses the term
"performance
-based compensation").

	Facing Page of Registration Statement

5. The staff has taken the position that
 the Securities Act registration statement
 of a feeder fund should be signed by the
 directors of the fund in which it invests
 all of its assets.  Accordingly, please
 disclose that the members of the Board
of Directors of the Mercantile Alternative
 Strategies Offshore Fund for Tax-Exempt
/Deferred Investors (the "Offshore Fund")
 has executed the registration statement
 of the MASF Tax-Exempt Fund.  Alternatively
 with respect to the MASF Tax-Exempt Fund,
 please advise the staff in your response
 letter why the Offshore Fund does not
register its shares on Form F-1 under the
 Securities Act given that its shares are
, in effect, distributed or underwritten by
 the Fund.  See Rule 140 under the
Securities
 Act.

      Outside Front Cover Page

		Limited Liability Company
 Interests

6.	Item 1 of Form N-2 and Rule 481(b)
 under the Securities Act require that
 certain information be included on the
outside front cover page of a prospectus.
 Please confirm to the staff in your
response
 letter that all of the required information
 will appear on the outside front cover page
 of the Fund`s Prospectus (e.g., all of the
 applicable information specified in Item
 1.1.d of Form N-2).

7.	Please revise the disclosure made in
 response to Item 1.1.h of Form N-2 to
 conform to either of the examples required
 by paragraph (1) of Rule 481(b) under the
 Securities Act.

8.	Please revise the chart required
 under Item 1 of Form N-2 to conform to
 the presentation required under Item 1.1.g.
  Specifically, revise "Offering Amount"
 to "Price to Public," and "Distribution Fee"
 to "Sales Load." Also, revise the chart to
 include the "Per Share" line item.  Id.
  In addition, in the second footnote,
 change the term "distribution fee" to
 "sales load."

9.	Please revise the disclosure to
 include the information specified in
 Item 1.1.i of Form N-2.

10.	Please revise the disclosure to
 include the information required by
Instructions
 5 and 6 to Item 1.1.g of Form N-2.

11.	With respect to the MASF Tax-Exemp
 Fund, this section states, "[t]he Fund
 will invest substantially all of its
 investable assets into . . .
(the `Offshore Fund`) . . . [and the]
 Offshore Fund will . . . invest
substantially
 all of its investable assets into . . .
 (the `Master Fund`)."  (Emphasis added.)
  To the extent that the MASF Tax-Exempt
 Fund will make investments into an
entity other than the Offshore Fund
, or the Offshore Fund will make
 investments into an entity other
 than the Master Fund, please disclose
 those strategies and all attendant risks.
  Also, please disclose that the Offshore
Fund is not registered under the Investment
 Company Act.

12. With respect to the MASF Fund, this
 section states, "[t]he Fund will invest
 substantially all of its investable
 assets into [the] . . . Master
Fund. . . ."
  (Emphasis added.)  To the extent that
 the MASF Fund will make investments
 into an entity other than the Master
 Fund, please disclose those strategies
 and all attendant risks.

      Summary

      	The Fund

13. This section states,
 "[a]n investment
 in a single professionally managed fund
 of funds eliminates the need for
investors
 to monitor or purchase interests in
 individual hedge funds."  Please revise
 the disclosure to explain that while
 a fund of funds structure provides
diversification and professional
 management,
 an investor should still monitor his
 investment in the Fund.

14.	The MASF Tax-Exempt Fund states, "[i]t
 is anticipated that Mercantile Alternative
 Strategies Fund LLC . . . will also invest
 in the Master Fund."  (Emphasis added.)
  The MASF Fund states, "[i]t is anticipated
 that Mercantile Alternative Strategies
 Fund for Tax-Exempt/Deferred Investors
. . . will also invest in the Master Fund."
  (Emphasis added.)  Please revise the MASF
 Tax-Exempt Fund`s Prospectus to state
 unequivocally that the MASF Fund also
 will invest in their common Master Fund,
 and the MASF Fund`s Prospectus to state
 unequivocally that the MASF Tax-Exempt
 Fund also will invest in their common
 Master Fund.  If these revisions cannot
 be made, please add appropriate risk
 disclosure to each Fund`s respective
 Prospectus.

15.	With respect to the MASF Tax-Exempt
 Fund, in the last sentence of the first
 paragraph,  please revise the phrase
 "are registered under the Securities
 Act of 1933" to "are registered and
deferred under the Securities Act of 1933."

16.	In the first sentence of the third
 paragraph, please revise the phrase
 "fund of funds" to "fund of hedge funds."

17. The third paragraph states that
 Fund "is intended to afford its
 members . . . the benefits of reduced
 risk through diversification. . . ."
  (Emphasis added.)  Both the Fund and
 the Master Fund are non-diversified
 and, therefore, the disclosure might
 be misleading to investors.
  Accordingly, please delete
 the disclosure or revise it to explain
n in an accurate manner the
non-diversification status of the
 Fund and the Master Fund.

      Investment Program

18.	The investment objective disclosure
 in the first paragraph is not consistent
 with the investment objective disclosure
 on the cover page of the Prospectus.
  Accordingly, please conform these
 disclosures.

19.	Please define the terms "small
 capitalization" and "small
capitalization
 focus" and give the source of the
 definitions.  In addition, if accurate,
 disclose that the underlying funds may
investment in companies of any
 capitalization size and explain
 all attendant risks.  We note that
 the "Investment Objective" heading
in the "Investment Program" section
 states, "the Master Fund will invest
 principally in Investment Funds which
 have a majority of their investments
 in companies with a market capitalization
 of $5 billion or less."

20.	The second paragraph states,
 "`Traditional` investment companies are
 generally characterized by long-only
 investment strategies. . . ."  Please
 explain to the staff in your response
 letter the basis of this assertion,
 particularly in light of today`s
 investment world in which investment
companies use a variety of investment
 strategies to achieve their investment
 objectives.

21.	Please disclose whether the Master
 Fund`s policy to invest in hedge funds
 is a fundamental policy, under which
 it may only invest in hedge funds.
  If not, disclose what notice
 shareholders
 will receive if the Master Fund invests
 in the securities of other companies.

22.	Please disclose in plain English
 that the assets of the MASF Tax-Exempt
 Fund will consist only of cash and
 securities issued by the Offshore Fund.
  Also, disclose that the assets of the
 Offshore fund will consist only of cash
 and securities issued by the Master Fund.

23.	Please disclose that the securities
 issued by the Offshore Fund will be the
 only investment securities that will be
held by the MASF Tax-Exempt Fund, and
 that the securities issued by the Master
 Fund will be the only investment securities
 held by the Offshore Fund.

24. Please disclose that the MASF
Tax-Exempt
 Fund`s purchase of the Offshore Fund`s
 securities will be made pursuant to an
 arrangement with the Offshore Fund,
 whereby the Fund will be required to
 seek instructions from its shareholders,
 with regard to the voting of all proxies
 with respect to the Offshore Fund`s
securities held by the Fund and to vote
 such proxies only in accordance with
 such instructions.

25.	The third paragraph states,"
 [t]hese Investment Funds will generally
 have investors other than the Master
 Fund."  Please explain the circumstances
 under which the Master Fund would be
 the only investor in an Investment Fund.
  If applicable, disclose the risks of
the Master Fund being the sole shareholder
 of a hedge fund.

26. The last paragraph states, "[t]he
 Master Fund may invest temporarily
 in high-quality fixed income securities
 and money market instruments or
 repurchase
 agreements and may hold cash or cash
 equivalents pending the investment of
 assets in Investment Funds or to maintain
 the liquidity necessary to meet repurchase
 requests or for other purposes."
  Please disclose all of the purposes
for which temporary investments will
 be made (e.g., temporary defensive
 position will be taken in response
 to adverse market, economic, or political
 conditions).

		Risk Factors

27. Please revise this section to
present
 information in a clearer and more
 understandable manner.  In particular,
 discuss each risk in its own separate
 paragraph and give each paragraph a
heading.

28.	Please revise the second paragraph
 to include a discussion of illiquidity
risk.

29.	Please advise the staff in your
 response letter whether the Incentive
 Fee paid to the Manager is  paid
pursuant
 to Rule 205-3 under the Investment
 Advisers
 Act of 1940 ("Advisers Act").

30.	 In the registration statement of
 the MASF Tax-Exempt Fund, the "Fund`s
 Structure" section states, "[t]he
Offshore Fund . . . has two members:
  the Fund, which serves as the managing
 member and the Manager, which holds
 only a nominal non-voting interest
 in the Offshore Fund.  All day-to-day
management responsibilities of the
Offshore
 Fund are controlled by the Fund.
  Therefore, all decisions involving
the Offshore Fund are effectively
 controlled by the Fund`s Board."
 Please disclose what liability risks
 the MASF Tax-Exempt Fund may be
 subjected to under Cayman Islands
 Law given this structure under which
 the Fund controls the "management
 and operations" of the Offshore Fund
 as its sole voting shareholder and
 managing member.  In addition, please
 explain how the Fund controls the
 day-to-day management responsibilities
 of the Offshore Fund.

31. In the registration statement of
 the MASF Tax-Exempt Fund, the "Cayman
 Islands Tax Considerations" section
states:

The Offshore Fund has applied for and
 can expect to receive an undertaking
 from the Governor-in-Council of the
 Cayman Islands that, in accordance
 with section 6 of the Tax Concessions
 Law (1999 Revision) of the Cayman
 Islands, for a period of 30 years
 from the date of the undertaking,
 no law which is enacted in the
 Cayman Islands imposing any tax
 to be levied on profits, income,
 gains or appreciations shall
 apply to the Offshore Fund or
its operations and, in addition,
 that no tax to be levied on
profits, income, gains or
appreciations
 or which is in the nature of estate
duty or inheritance tax shall be
payable
(i) on the shares, debentures or
(ii) other
 obligations of the Offshore Fund or
(ii) by way of the withholding
 in whole or in part of a payment
of dividend or other distribution
 of income or capital by the Offshore
 Fund to its members or a payment of
 principal or interest or other sums
due under a debenture or other
 obligation
 of the Offshore Fund.

Please disclose what risks the MASF
Tax-Exempt Fund, as well as the Master
 Fund, may be subjected to if the
 Offshore
 Fund does not receive the above
referenced
 "undertaking" from the "Governor-in-Council
 of the Cayman Islands."

32. In the registration statement
 of the
 MASF Tax-Exempt Fund, the "Certain
 Tax
 Considerations" section, under the
 heading
 "Classification of the Fund and the
Master
 Fund" states:

Davis Polk & Wardwell will deliver an
 opinion to each of the Fund and the
Master Fund to the effect that the Fund
 and the Master Fund, respectively, will
 be treated as a partnership, and not as
 a corporation, for U.S. federal income
 tax purposes.  Each of these opinions
 will be based on the conclusion that,
 because of the significant restrictions
 relating to transfers and redemptions
 of Interests and interests in the
 Master Fund, respectively, neither the
 Fund nor the Master Fund will constitute
 a "publicly traded partnership" for U.S.
 federal income tax purposes. . . .
Assuming that each of the Fund and the
 Master Fund is treated as a partnership
for U.S. federal income tax purposes,
 neither the Fund nor the Master Fund
will be subject to U.S. federal income
 tax.  Rather, the Master Fund`s items
 of income, gain, loss, deduction and
credit will be allocated to its partners,
 including the Offshore Fund, and the
 Master Fund`s partners, including the
 Offshore Fund, will generally be treated
 for U.S. federal income tax purposes
as if they had derived their shares of
 those items directly.  Similarly, the
 Fund`s items of income, gain, loss,
 deduction and credit will be allocated
to the Members, with the result that the
 tax consequences to a Member of owning
 Interests will generally be the same as
 the tax consequences of directly owning
 shares of the Offshore Fund.

Please disclose what risks may arise under
 federal tax laws for the MASF Tax-Exempt
Fund, or for the Master Fund, if the
 Internal Revenue Service, or any
 appropriate court, is not persuaded
 by, or takes issue with, the above
 referenced opinions of Davis Polk
 & Wardell.  Also, is there any risk
 that the Offshore Fund would be treated
 as a publicly held partnership?  Does
 the opinion referred to above extend to
 the tax treatment of the O