From: [Registered Investment Advisor Name]
[Address]
RIA SELLING AGREEMENT
FOR XXXXXXXXXXX/TREMONT FUNDS
To: OPPENHEIMERFUNDS DISTRIBUTOR, INC.
P.O. BOX 5270
DENVER, CO 80217-5270
Gentlemen:
We desire to enter into an agreement with you for making available to our customers limited liability
company interests or shares ("Interests) in each of the registered, closed-end management investment companies
listed in Appendix A to this Agreement (each, a "Fund"), and for which you are the Distributor and Interests in
which are being offered to the public at the applicable offering prices of the Funds (which may include a sales
charge) (each, an "Offering"). Upon acceptance of this Agreement by you, we understand that we may offer
Interests and act as authorized agent for our customers' purchase of Interests from you, subject, however, to all
of the terms and conditions of the Offerings and this Agreement, and to your right, without notice, to suspend or
terminate any of the Offerings. Accordingly, we agree to the following with respect to the Offering of Interests
in each Fund:
1. Interests will be made available at the current offering price in effect at the time the order of
Interests is confirmed and accepted by you at your office in Denver, Colorado. All purchase orders (which shall
for purposes of this Agreement include both orders of your customers to make initial investments in the Fund as
well as customer orders to make additional investments), and applications of our customers submitted by us are
subject to acceptance or rejection in your sole discretion and, if accepted, each purchase will be deemed to have
been consummated at your office in Denver, Colorado.
2. We represent that we are registered as an investment adviser with the U.S. Securities and Exchange
Commission ("SEC") under the Investment Advisers Act of 1940, that we are fully licensed and legally empowered to
act as an investment adviser under the laws of each jurisdiction in which we conduct business, and that we will
comply with all applicable federal and state securities laws and regulations relating to the conduct of our
business throughout the term of the Agreement. We agree to abide by the provisions of the Investment Company Act
of 1940, as amended (the "1940 Act"), the Securities Act of 1933, as amended, and the Securities Exchange Act of
1934, as amended, and all applicable rules and regulations of the Securities and Exchange Commission. We further
agree to comply with all other applicable state and Federal laws and the rules and regulations of authorized
regulatory agencies. We agree that we will not offer Interests in any state or other jurisdiction where they
have not been qualified for sale or if you have not advised us in advance that such sale is exempt from such
qualification requirements. We are responsible under this Agreement for inquiring of you as to the jurisdictions
in which Interests have been qualified for sale.
3. We will make available to our customers Interests only in accordance with the terms and conditions
of the Fund's then-current Prospectus and Statement of Additional Information (collectively referred to as the
"Prospectus") and we will make no representations about Interests not included in said Prospectus or in any
authorized supplemental material supplied or authorized by you. We will not use any other Offering materials for
the Fund without your written consent. We will use our best efforts in the offer of Interests and agree to be
responsible for the proper instruction and training of personnel in this area employed by us, in order that
Interests will be offered in accordance with the terms and conditions of this Agreement and all applicable laws,
rules and regulations. We represent that in transmitting a purchase order for Interests that the investor for
whom we transmit the purchase order has signed the investor application for the Fund and that we have determined
that the Interest is a suitable investment for the investor. We further represent that we will forward purchase
orders to you only on behalf of investors from whom we have received duly executed investor certifications in the
form set forth in Appendix A to the Prospectus (the "Investor Certification") and who we reasonably believe meet
all requirements to be eligible to purchase Interests at the time the purchase order is submitted. We agree to
hold you harmless and indemnify you, your affiliates, the Fund, and your and their respective officers,
directors, trustees, managers and employees in the event that we, or any of our current or former employees or
agents should violate any law, rule or regulation, or any provisions of this Agreement, which violation may
result in any loss or liability to you, your affiliates or the Fund. All expenses we incur in connection with our
activities under this Agreement shall be borne by us. In connection with all purchase orders or the submission
to you of tenders of Interests in connection with any offers by the Fund to repurchase Interests ("Repurchase
Offers"), we are acting as agent for our customers and each transaction is for the account of our customer and
not for our own account. Termination or cancellation of this Agreement shall not relieve us from the
requirements of this paragraph as to transactions or occurrences arising prior to such termination.
4. Any applicable charge relative to any sales of Interests made to our customers will only be at a
rate or rates set forth in the then-current Prospectus. In the event the Prospectus provides for a minimum
holding period in order for us to receive a service fee or other payment, and Interests relating to that payment
are repurchased by the Fund prior to the termination of that holding period, we are obligated to repay you a pro
rata portion of such payment, based on the ratio of (i) the difference in the period of time such Interests were
held and the minimum holding period to (ii) the holding period. You may recoup some or all of such amounts from
and to the extent there are any other payments due and owing from you to us at any time, provided, however, that
you are not obligated to accept repayment only out of such other payments and may demand payment directly from us
at any time until such amounts are repaid in full. To secure our obligation to repay such payments, we hereby
grant you, and you shall have, a security interest in any and all other payments due us under this Agreement or
under any other agreement between you and us.
5. Payments for purchases of Interests made by us and all necessary account information required by you
to establish an account (including the Investor Certification) shall be provided to you and received by you no
later than three business days prior to the date as of which an investor seeks to be admitted to the Fund or to
make an additional investment in the Fund, as applicable. Payment shall be made in immediately available funds
to the order of the Fund. If such payment or other settlement information with respect to any purchase order is
not timely received by you, we understand that you reserve the right, without notice, to cancel the purchase
order. With respect to any purchase orders for Interests, we shall retain in our files all applications and
other documents required by you to establish an account or to settle the Fund's purchase of Interests in
accordance with the terms of the applicable Repurchase Offer.
6. We agree that we will act as Registered Investment Advisor with respect to Interests only if they
are purchased from you or repurchased by the Fund from our customers. If Interests are purchased from you by our
customers, we warrant that such purchases are only for investment.
7. You may consider any purchase order we place for Interests to be the total Interest to be held by
the investor, and you may assume that the investor is not entitled to any reduction in sales charge beyond that
accorded to the amount of that purchase order as determined by the schedule set forth in the then-current
Prospectus, unless we advise you otherwise when we place the order.
8. We may tender Interests (or portions of Interests) owned by our customers to you for repurchase in
connection with Repurchase Offers, but only in accordance with the procedures described in the applicable offer
to purchaser. We understand and agree that by making a tender of an Interest (or any portion of an Interest) on
behalf of any customer in connection with a Repurchase Offer, we represent to you that the related written offer
to purchase by the Fund (the "Offer to Purchase") has been delivered to us by the registered owner(s) of such
Interest, and that the customer's letter of transmittal pursuant to which the Interest (or portion thereof) is
tendered has been executed in the manner required by the Offer to Purchase. With respect to such tenders, we
shall furnish you with the exact registration and account number and amount of Interest (or portion thereof)
tendered, and we shall retain in our files all documents required by you and the Fund to effect such
transaction. We will provide you with the original of such documents prior to the expiration of the Repurchase
Offer.
9. We will comply with, and conform our practices to, any and all written compliance standards and
policies and procedures that you may from time to time provide to us. Your obligations to us under this
Agreement are subject to the provisions of any agreements entered into between you and the Fund.
10. We may agree to provide any or all of the investor services described in Appendix B (attached
hereto) to our customers who own Interests in the Fund. In such event, you agree to pay us a fee for providing
these services in such amount and at such times as you and we may agree, provided, however, that such fee for any
calendar quarter shall not exceed 0.125% of the aggregate value of outstanding Interests in the Fund purchased
through you and held by our customers, determined as of the last day of the each calendar quarter (before
repurchases of Interests as of such day or the making of any incentive allocations as of such day with respect to
such Interests). We agree to provide, at your request, verifications that any such payments we receive were used
for investor services related to Interests held by our customers. We understand and agree that you are in no way
responsible for the manner of our performance of, or for any of our acts or omissions in connection with, the
investor services we provide under this Agreement. You or we may terminate this paragraph 19 of the Agreement at
any time. Any termination of this Agreement pursuant to paragraph 12 or of this paragraph 10 shall not affect
our right to receive payment for services provided by us prior to the effective date of such termination.
Nothing in this Agreement shall be construed to constitute us or any of our agents, employees or representatives
as the agent or employee of you or the Fund.
11. We undertake to notify you if our registration as an investment adviser is suspended by the SEC
or any state in which we are registered as an investment adviser. Such notice shall be in writing and shall be
sent via first class mail to: OppenheimerFunds Distributor, Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Attn:
General Counsel.
12. We may terminate this Agreement by written notice to you, which termination shall become effective
ten days after the date of mailing such notice to you. We agree that you have and reserve the right, in your
sole discretion without notice to us, to suspend or terminate the Offering at any time, or, in your sole
discretion, to modify, amend or cancel this Agreement upon written notice to us of such modification, amendment
or cancellation, which shall be effective on the date stated in such notice. Without limiting the foregoing, and
any provision to the contrary notwithstanding, our de-registration as an investment adviser by the SEC or any
state in which we are registered as an investment adviser will automatically terminate this Agreement without
notice; and suspension of our registration as an investment adviser by the SEC or any state in which we are
registered as an investment adviser, the appointment of a trustee for all or substantially all of our business
assets, or our violation of applicable state, Federal or foreign laws or rules and regulations of authorized
regulatory agencies will terminate this Agreement effective upon the date you mail notice to us of such
termination. Your failure to terminate this Agreement for a particular cause shall not constitute a waiver of
your right to terminate this Agreement at a later date for the same or any other cause. All notices hereunder
shall be to the respective parties at the addresses listed hereon, unless such address is changed by written
notice sent to the last address of the other party provided under this Agreement. Any consent given by us to
hyperlink any web site under your control to xxxxxxxxxxxxxxxx.xxx is immediately withdrawn upon termination of
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this Agreement. In the event of any such termination, you shall promptly eliminate or terminate any such links
to, or frames of, xxxxxxxxxxxxxxxx.xxx or any portion thereof.
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13. This Agreement shall become effective as of the date when it is executed and dated by you below and
shall be in substitution of any prior agreement between you and us covering the Fund. This Agreement and all the
rights and obligations of the parties hereunder shall be governed by and construed under the laws of the State of
New York applicable to agreements to be performed in New York, without giving effect to choice of law rules.
This Agreement is not assignable or transferable, except that you may without notice or consent from us, assign
or transfer this Agreement to any successor firm or corporation which becomes the Distributor of the Fund or
assign any of your duties under this Agreement to any entity under common control with you.
14. By signing this Agreement, we represent and warrant to you that this Agreement has been duly
authorized by us by all necessary action, corporate or otherwise, and is signed on our behalf by our duly
authorized officer or principal.
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[NAME OF REGISTERED INVESTMENT ADVISOR]
By:
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Name:
Title:
Date:
Accepted:
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By:
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Name:
Title:
Date:
APPENDIX A
XXXXXXXXXXX/TREMONT FUNDS
This Agreement relates to the offer and sale of Interests in the following Funds:
Xxxxxxxxxxx Tremont Market Neutral Fund, LLC
Xxxxxxxxxxx Tremont Opportunity Fund, LLC
APPENDIX B
INVESTOR SERVICES
The following services constitute the investor services that may be provided pursuant to paragraph 11 of
this Agreement:
o Handling inquiries from customers who own Interests ("Members") regarding the Fund, including but not
limited to questions concerning their investments in the Fund, capital account
balances, and reports and tax information provided by the Fund;
o Assisting in the enhancement of relations and communications between Members and the Fund;
o Assisting in the establishment and maintenance of Members' accounts with the Fund;
o Assisting in the maintenance of Fund records containing Member information, such as changes of address;
and
o Providing such other information and Member liaison services as OppenheimerFunds Distributor, Inc. may
reasonably request.
