From: [Dealer Name]
[Address]
BROKER SELLING AGREEMENT
FOR XXXXXXXXXXX/TREMONT FUNDS
To: OPPENHEIMERFUNDS DISTRIBUTOR, INC.
0000 Xxxxx Xxxxxx Xxx
Xxxxxxxxx, XX 00000
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 and warrant to you that we are a member of the National Association of Securities
Dealers, Inc. ("NASD"), that such membership has not been suspended, and that we agree to maintain membership in
the NASD. 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 and the NASD, including without
limitation, the NASD Rules of Conduct. 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 all brokerage 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. If you determine to refund
any amounts paid by an investor by reason of any such violation, we shall promptly return to you on demand any
agency commissions and other selling compensation previously paid by you to us with respect to the transaction
for which the refund is made. Furthermore, we agree to indemnify you, your affiliates and the Fund against any
and all claims, demands, controversies, actions, losses, damages, liabilities, expenses, arbitrations, complaints
or investigations, including without limitation, reasonable attorneys' fees and court costs that are the result
of or arise directly or indirectly, in whole or in part, from you, your affiliates or the Fund acting upon
instructions for the purchase or repurchase of Interests received through your manual or automated phone system
or the Fund/SERV program of National Securities Clearing Corporation; provided such loss, liability or damages
are not the result of the gross negligence, recklessness or intentional misconduct of 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 and agency commission 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 dealer commission, 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 commissions or 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 commissions or 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 commissions and other payments due us under this Agreement or under any other
agreement between you and us.
5. The rate(s) of any agency commission for sale of Interests are subject to change by you from time to
time, and any decreases in such commissions shall be made upon 30 days' written notice, and any orders placed
after the effective date of such change, will be subject to the rate(s) in effect at the time of receipt of the
payment by you. Such notice requirement shall not apply to any changes in service fees, if any, payable under
paragraph 11 below.
6. 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 __________]. If such payment or other settlement information with respect to any purchase order
are 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, including those placed via Fund/SERV, 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. We will provide you with
the original of such documents at your request.
7. We agree that we will act as broker 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.
8. 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.
9. 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.
10. 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.
11. 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 11 of the Agreement at
any time. Any termination of this Agreement pursuant to paragraph 13 or of this paragraph 11 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.
12. We undertake to promptly notify you if we are not now a member of the Securities Investor
Protection Corporation (or its successor)("SIPC"), or if at any time during the term of this Agreement we cease
being a member of SIPC. Such notice shall be in writing and shall be sent via first class mail to:
OppenheimerFunds Distributor, Inc., Attn: General Counsel, 0000 Xxxxx Xxxxxx Xxx, Xxxxxxxxx, XX 00000.
13. 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, you
may terminate this Agreement if we violate any of the provisions of this Agreement, said termination to become
effective on the date you mail such notice to us. Without limiting the foregoing, and any provision hereof to
the contrary notwithstanding, our expulsion from the NASD will automatically terminate this Agreement without
notice; and our suspension from the NASD, 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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14. 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.
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15. 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.
[NAME OF DEALER]
By:
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Name:
Title:
Date:
Accepted:
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By:
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Name:
Title:
Date:
9139686.4 A-1
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
9139686.4 C-1
9139686.4 C-1
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.
