AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
BY AND BETWEEN
OppenheimerFunds, Inc.
and
OFI Tremont Market Neutral
Hedge Fund
AMENDED AND RESTATED AGREEMENT, made as of the 2nd day of June, 2004, by
and between OppenheimerFunds, Inc., a Colorado corporation (the
"Administrator"), and OFI Tremont Market Neutral Hedge Fund, a Massachusetts
business trust (the "Fund").
RECITAL
WHEREAS, the Administrator and the Fund are parties to the Administration
Agreement dated January 2, 2003, (the "Agreement") in connection with
administrative services for the Fund; and
WHEREAS, the Administrator and its affiliates are in the business of
providing services to registered investment companies; and
WHEREAS, the Fund wishes to retain the Administrator to provide various
services relating to the operations of the Fund pursuant to this Agreement and
the Administrator wishes to provide such services;
NOW THEREFORE, in consideration of the terms and conditions herein
contained, the parties agree as follows:
1. Appointment of the Administrator.
(a) The Fund hereby retains the Administrator to provide and the
Administrator 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 the
Administrator 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 shares in the
Fund ("Shares");
(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 the Administrator, 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 Shares.
(b) the Administrator 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 the Administrator under this Agreement.
2. the Administrator Fee; Reimbursement of Expenses.
(a) In consideration for the provision by the Administrator of its services
under this Agreement, the Fund will pay the Administrator 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 "Administrator Fee"),
before any repurchases of shares. The Administrator Fee shall be paid promptly
after the end of each month.
(b) The Administrator 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 the Administrator. The Administrator shall not be liable for any
loss sustained by reason of good faith errors or omissions of the Administrator
or any affiliate of the Administrator, 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 the
Administrator 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. The Administrator understands and
agrees that the obligations of the Fund under this Agreement are not
binding upon any Member or person serving on the Board ("Trustee") of
the Fund personally, but bind only the Fund and the Fund's property;
the Administrator represents that it has notice of the provisions of
the Declaration of Trust of the Fund disclaiming Shareholder and
Trustee 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 the Administrator
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 the
Administrator (which notice may be waived by the Administrator).
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:
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President &
Treasurer
OFI Tremont Market Neutral Hedge Fund
By:
--------------------------------------
Name: Xxxx X. Xxx
Title: Assistant Secretary
