ADMINISTRATION AGREEMENT
BY AND BETWEEN
OPPENHEIMERFUNDS, INC.
AND
XXXXXXXXXXX TREMONT MARKET
NEUTRAL FUND, LLC
AGREEMENT, made as of the __th day of November, 2001, by and between OPPENHEIMERFUNDS, INC., a
Colorado corporation ("OFI"), and XXXXXXXXXXX TREMONT MARKET NEUTRAL FUND, LLC, a Delaware limited liability
company (the "Fund").
RECITAL
WHEREAS, OFI and its affiliates are in the business of providing services to registered
investment companies; and
WHEREAS, the Fund wishes to retain OFI to provide various services relating to the operations
of the Fund pursuant to this Agreement and OFI wishes to provide such services;
NOW THEREFORE, in consideration of the terms and conditions herein contained, the parties agree
as follows:
1. Appointment of OFI.
(a) The Fund hereby retains OFI to provide and OFI hereby agrees to provide the
following services to the Fund:
(i) the provision of office space, telephone and utilities;
(ii) the provision of administrative and secretarial, clerical and other personnel
as may reasonably be required by the Fund in connection with its operations
and the services required to be provided by OFI under this Agreement;
(iii) the general supervision of the entities which are retained by the Fund to
provide accounting services, investor services and custody services to the
Fund;
(iv) the handling of inquiries from members of the Fund ("Members") regarding the
Fund, including but not limited to questions concerning their investments in
the Fund and capital account balances;
(v) monitoring relations and communications between members of the Fund
("Members") and the Fund;
(vi) assisting in the drafting and updating of the Fund's registration statement,
including its prospectus and statement of additional information;
(vii) assisting in the maintenance of Member information, such as changes of address
and employment;
(viii) assisting in the review of investor applications for purposes of determining
the eligibility of investors to purchase interests in the Fund ("Interests");
(ix) reviewing, approving and assisting in the preparation of regulatory filings
with the Securities and Exchange Commission (the "Commission") and state
securities regulators and other Federal and state regulatory authorities;
(x) preparing reports to and other informational materials for Members and
assisting in the preparation of proxy statements and other Member
communications;
(xi) monitoring the Fund's compliance with Federal and state regulatory
requirements (other than those relating to investment compliance);
(xii) reviewing accounting records and financial reports of the Fund, assisting with
the preparation of the financial reports of the Fund and acting as liaison
with the Fund's administrator, legal counsel and independent auditors;
(xiii) assisting in the preparation and filing of Fund tax returns;
(xiv) coordinating and organizing meetings of the Board of Managers of the Fund (the
"Board") and meetings of Members as may be called by the Board from time to
time;
(xv) preparing materials and reports for use in connection with meetings of the
Board;
(xvi) maintaining and preserving those books and records of the Fund not otherwise
required to be maintained by OFI, any investment subadvisers of the Fund or
the Fund's administrator or custodian;
(xvii) reviewing and arranging for payment of the expenses of the Fund; and
(xviii) assisting the Fund in conducting periodic repurchases of Interests.
(b) OFI is authorized to utilize the services of its affiliates and their
respective officers and employees in providing any of the services required to be provided by OFI under this
Agreement.
2. OFI Fee; Reimbursement of Expenses.
(a) In consideration for the provision by OFI of its services under this
Agreement, the Fund will pay OFI a monthly fee computed at the annual rate of 0.25% of the aggregate value of
outstanding Interests determined as of the last day of each calendar month (the "OFI Fee"), before repurchases of
Interests or incentive allocations. The OFI Fee shall be paid promptly after the end of each month.
(b) OFI is responsible for bearing all costs and expenses associated with the
provision of its services hereunder. The Fund shall pay all other expenses associated with the conduct of its
business.
3. Liability of OFI.OFI shall not be liable for any loss sustained by reason of good
faith errors or omissions of OFI or any affiliate of OFI, or their respective directors, officers or employees,
in connection with any matters to which this Agreement relates; provided, however, that nothing in this Agreement
shall be deemed to protect OFI from willful misfeasance, bad faith or gross negligence in the performance of its
duties, or reckless disregard of its obligations and duties under this Agreement.
4. Liability of Managers and Members. OFI understands and agrees that the obligations of
the Fund under this Agreement are not binding upon any Member or person serving on the Board ("Manager") of the
Fund personally, but bind only the Fund and the Fund's property; OFI represents that it has notice of the
provisions of the Limited Liability Company Agreement of the Fund disclaiming Member and Manager liability for
acts and obligations of the Fund.
5. Duration. This Agreement will take effect on the date first set forth above. Unless
earlier terminated pursuant to paragraph 6 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 Investment Company Act of 1940, as amended (the "Investment Company
Act") and the rules thereunder, of any such party, cast in person at a meeting called for the purpose of voting
on such approval, or by the holders of a "majority of the outstanding voting securities of the Fund" (as defined
by the Investment Company Act), subject in such case to the approval by a vote of the majority of the Managers
who are not parties to this Agreement or "interested persons" (as defined in the Investment Company Act and the
rules thereunder) of any such party, cast in person at a meeting called for the purpose of voting on such
approval.
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 Managers who are not
"interested persons," as defined by the Investment Company Act and the rules thereunder. This Agreement shall
automatically and immediately terminate in the event of its "assignment," as defined in the Investment Company
Act and the rules thereunder.
7. Termination. This Agreement may be terminated (i) by OFI at any time without 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 OFI (which notice may be waived by OFI).
8. Choice of Law. This Agreement shall be governed by the laws of the State of New York
applicable to agreements made and to be performed entirely within the State of New York (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 Investment Company Act shall be
resolved by reference to such term or provision of the Investment Company 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 Commission issued pursuant to the Investment Company Act. In addition, where the
effect of a requirement of the Investment Company 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.
OPPENHEIMERFUNDS, INC.
By:
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Name:
Title:
XXXXXXXXXXX TREMONT MARKET
NEUTRAL FUND, LLC
By:
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Name:
Title:
