ADMINISTRATION AGREEMENT
BY AND BETWEEN
OPPENHEIMERFUNDS, INC.
AND
OFI TREMONT CORE DIVERSIFIED HEDGE FUND
AGREEMENT, made as of the _____ day of _________________, by and between OPPENHEIMERFUNDS,
INC., a Colorado corporation ("OFI"), and OFI TREMONT CORE DIVERSIFIED HEDGE FUND, a Massachusetts business
trust (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 0.15% of the aggregate value of
outstanding shares determined as of the last day of each calendar month (the "OFI Fee"), before any
repurchases of shares. 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: Xxxxx X. Xxxxxx
Title: Senior Vice President & Treasurer
OFI TREMONT CORE DIVERSIFIED FUND
By:
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Name: Xxxxxxxxx X. Xxxx
Title: Assistant Secretary
