GENERAL DISTRIBUTOR'S AGREEMENT
between
XXXXXXXXXXX TREMONT MARKET NEUTRAL FUND, LLC
and
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
9123752.7 - 4 -
9123752.7
Date: ____________, 2001
OppenheimerFunds Distributor, Inc.
0000 Xxxxx Xxxxxx Xxx
Xxxxxxxxx, XX 00000
Dear Sirs:
Xxxxxxxxxxx Tremont Market Neutral Fund, LLC, a Delaware limited liability company (the
"Fund"), is registered as a closed-end, non-diversified management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"), and is registering $50,000,000 of its limited liability company
interests ("Interests") under the Securities Act of 1933, as amended (the "1933 Act"), to be offered for sale in
a public offering in accordance with the terms and conditions set forth in the Prospectus and Statement of
Additional Information (the "current Prospectus and/or SAI") included in the Fund's Registration Statement filed
with the Securities and Exchange Commission on Form N-2, as it may be amended from time to time.
In this connection, the Fund desires that your firm (the "General Distributor") act as General
Distributor for the sale and distribution of Interests which have been registered as described above and of any
additional Interests which may become registered during the term of this Agreement. You have advised the Fund
that you are willing to act as the distributor of Interests, and it is accordingly agreed by and between us as
follows:
1. Appointment of the General Distributor. The Fund hereby appoints you as the sole general distributor of
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Interests in connection with the aforesaid public offering of Interests, and the Fund further agrees from and
after the date of this Agreement, that it will not, without your consent, sell or agree to sell any Interests
otherwise than through you, except (a) the Fund may itself sell Interests without sales charges as an investment
to the officers, trustees or directors and bona fide present and former full-time employees of the Fund, the
Fund's investment adviser and affiliates thereof, and to other investors who are identified in the current
Prospectus and/or SAI as having the privilege to buy Interests at the public offering price described in the
Prospectus; (b) the Fund may issue Interests in connection with a merger, consolidation or acquisition of assets
on such basis as may be authorized or permitted by the 1940 Act and the rules thereunder; and (c) the Fund may
issue Interests in connection with the reinvestment of distributions made by the Fund or of any other investment
company if permitted by the current Prospectus and/or SAI.
2. Sale of Interests. You agree to serve as the general distributor of Interests in accordance with the
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terms of this Agreement, and to offer Interests to investors as agent of the Fund either directly or through
broker-dealers which enter into selling agreements with you. In connection with the offering of Interests, you
further agree that:
(a) You will use your best efforts to sell Interests, provided, however, that when requested by the Fund at
any time because of market or other economic considerations or abnormal circumstances of any kind, or when agreed
to by mutual consent between you and the Fund, you will suspend such efforts. The Fund may also withdraw the
offering of Interests at any time when required by the provisions of any statute, order, rule or regulation of
any governmental body having jurisdiction. It is understood that you do not undertake to sell all or any
specific number or amount of Interests.
(b) You will not make offers or sales of Interests except in the manner set forth in the Fund's Registration
Statement. We have established procedures that are to be followed in connection with the offer and sale of
Interests and you agree not to make offers or sales of any Interests and agree to require all broker-dealers that
enter into selling agreements with you not to make any such offers or sales except in compliance with such
procedures. In this regard, you agree that:
(i) No sale of Interests to any one investor will be for less than the minimum amount as may be specified in
the Prospectus or as the Fund shall advise you.
(ii) No offer or sale of Interests will be made in any state or jurisdiction, or to any prospective investor
located in any state or jurisdiction, where Interests have not been registered or qualified for
offer and sale under applicable state securities laws unless Interests are exempt from the
registration or qualification requirements of such laws.
(iii) Sales of Interests will be made only to "qualified clients" as that term is defined by Rule 205-3 under
the Investment Advisers Act of 1940, as amended.
(c) You will furnish to prospective investors only such information concerning the Fund and the offering of
Interests as may be contained in the Prospectus and/or SAI or any written supplements thereto, and such other
materials as you have prepared and which comply with applicable laws and regulations. For purposes of the
offering of Interests, the Fund will furnish to you [at your expense] copies of the Prospectus (or prior to the
effective date of the Fund's registration under the 1933 Act, copies of the preliminary prospectus) and the SAI
which shall be furnished by you to prospective investors as required by applicable law and regulations.
Additional copies of the Prospectus and the SAI will be furnished in such numbers as you may reasonably request
for purposes of the offering.
(d) The closing of the initial offering of Interests will occur on such date as we shall agree. Thereafter,
Interests shall be offered and made available for purchase on a monthly basis as described in the Prospectus
and/or SAI or on such other basis as may be determined by the Fund.
3. Sales Charge. Interests shall be sold by you at the public offering price described in the Prospectus,
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including a front-end sales charge not in excess of 2.5% of the offering price, but which front-end sales charge
shall be reduced or eliminated for larger sales and under other circumstances or with respect to certain types of
investors, in each case on the basis set forth in the current Prospectus and/or SAI. You may re-allow all or any
portion of the front-end sales charge to broker-dealers as you may determine, and you (or one of your affiliates)
may make payments of such additional selling compensation to broker-dealers through which sales are made, as you
may determine, from your own resources (such dealers and brokers shall collectively include all domestic or
foreign institutions eligible to offer and sell the Interests).
4. Purchase of Interests.
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(a) As General Distributor, you shall have the right to accept or reject orders for the purchase of
Interests at your discretion. Any consideration that you may receive in connection with a rejected purchase
order must be returned promptly.
(b) You agree promptly to issue, or to cause the duly appointed investor servicing agent of the Fund to
issue as your agent, confirmations of all accepted purchase orders and to transmit a copy of such confirmations
to the Fund. The full subscription amounts payable in connection with each order for the purchase of Interests
by an investor shall be transmitted by you or by the selling dealer to the Fund's escrow agent, including
applicable sales charges, within the periods specified in the Current Prospectus and/or SAI.
5. 1933 Act Registration. The Fund agrees that it will use its best efforts to maintain the effectiveness
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of the Registration Statement under the 1933 Act. The Fund further agrees to prepare and file any amendments to
the Registration Statement as may be necessary and any supplemental data in order to comply with the 1933 Act.
6. 1940 Act Registration. The Fund is registered under the 1940 Act as a closed-end management investment
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company, and will use its best efforts to maintain such registration and to comply with the requirements of the
1940 Act.
7. State Blue Sky Qualification. At your request, the Fund will take such steps as may be necessary and
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feasible to qualify Interests for sale in states, territories or dependencies of the United States, the District
of Columbia, and the Commonwealth of Puerto Rico, in accordance with the laws thereof, and to renew or extend any
such qualification; provided, however, that the Fund shall not be required to qualify Interests or to maintain
the qualification of Interests in any jurisdiction where it shall deem such qualification disadvantageous to the
Fund.
8. Duties of General Distributor. You agree that:
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(a) You shall furnish to the Fund any pertinent information required to be inserted with respect to you as
General Distributor within the purview of the Securities Act of 1933 in any reports or registrations required to
be filed with any governmental authority;
(b) You will not make any representations inconsistent with the information contained in the current
Prospectus and/or SAI;
(c) You shall maintain such records as may be reasonably required for the Fund or its investor servicing
agent to respond to member requests or complaints, and to permit the Fund to maintain proper accounting records,
and you shall make such records available to the Fund and its investor servicing agent upon request; and
(d) In performing your duties under this Agreement, you shall comply with all requirements of the Fund's
current Prospectus and/or SAI and all applicable laws, rules and regulations with respect to the purchase, sale
and distribution of Interests.
9. Allocation of Costs. [The Fund shall pay the cost of composition and printing of sufficient copies of
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its Prospectus and SAI as shall be required for periodic distribution to its members and the expense of
registering Interests for sale under federal securities laws and for qualifying such Interests under state blue
sky laws pursuant to paragraph 7. You shall pay the expenses normally attributable to the sale of Interests,
other than those to be paid by the Fund, including the cost of printing and mailing of the Prospectus (other than
those furnished to existing investors) and any sales literature used by you in the public sale of Interests.]
10. Duration. This Agreement will take effect on the date first set forth above. Unless earlier terminated
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pursuant to paragraph 11 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 Managers who are not parties to this Agreement or "interested
persons" (as defined by the 1940 Act and the rules thereunder) of any such party, cast in person at a meeting
called for the purpose of voting on such approval.
11. Termination. This Agreement may be terminated (i) by the General Distributor at any time without
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penalty upon sixty days' written notice to the Fund (which notice may be waived by the Fund); or (ii) by the Fund
at any time without penalty upon sixty days' written notice to the General Distributor (which notice may be
waived by the General Distributor).
12. Amendment and Assignment. Any amendment to this Agreement shall be in writing and shall be subject to
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the approval of the Board, including the vote of a majority of the Managers who are not "interested persons," as
defined by the 1940 Act and the rules thereunder, of the Fund or the General Distributor. This Agreement shall
automatically and immediately terminate in the event of its "assignment," as defined by the 1940 Act and the
rules thereunder.
13. Disclaimer of Manager and Member Liability. The General Distributor understands and agrees that the
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obligations of the Fund under this Agreement are not binding upon any Manager or member of the Fund personally,
but bind only the Fund and the Fund's property; the General Distributor represents that it has notice of the
provisions of the Limited Liability Company Agreement of the Fund disclaiming Manager and member liability for
acts or obligations of the Fund.
14. Section Headings. The headings for each section are for descriptive purposes only, and such headings
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are not to be construed or interpreted as part of this Agreement.
If the foregoing is in accordance with your understanding, so indicate by signing in the space
provided below.
Xxxxxxxxxxx Tremont Market Neutral Fund, LLC
By: _________________________________
Name:
Title:
Accepted:
OppenheimerFunds Distributor, Inc.
By: _______________________________________
Name:
Title:
