INVESTOR SERVICING AGREEMENT
BY AND BETWEEN
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
AND
XXXXXXXXXXX TREMONT
OPPORTUNITY FUND, LLC
AGREEMENT, made as of the __th day of November, 2001, by and between OPPENHEIMERFUNDS
DISTRIBUTOR, INC., a Colorado corporation ("OFDI"), and XXXXXXXXXXX TREMONT OPPORTUNITY FUND, LLC, a Delaware
limited liability company (the "Fund").
RECITAL
WHEREAS, OFDI and its affiliates are in the business of providing services to registered
investment companies; and
WHEREAS, the Fund wishes to retain OFDI to facilitate, on behalf of the Fund, the provision by
broker-dealers and financial advisers of personal investor services and account maintenance services ("Investor
Services") to members of the Fund ("Members") that are customers of such broker-dealers and financial advisers
and OFDI wishes to facilitate, on behalf of the Fund, the provision of Investor Services by broker-dealers to
their customers that are Members;
NOW THEREFORE, in consideration of the terms and conditions herein contained, the parties agree
as follows:
1. Appointment of OFDI.
(a) The Fund hereby authorizes OFDI to retain broker-dealers, and financial
advisers not affiliated with a broker-dealer whose clients purchase Interests without a sales charge, and that
have entered into an appropriate agreement with the Distributor to provide Investor Services to Members who are
customers of such broker-dealers and financial advisers (the "Service Providers"). Investor Services shall
include, but shall not be limited to:
(i) handling inquiries from 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;
(ii) assisting in the enhancement of relations and communications between Members
and the Fund;
(iii) assisting in the establishment and maintenance of Members' accounts with the
Fund;
(iv) assisting in the maintenance of Fund records containing Member information,
such as changes of address; and
(v) providing such other information and Member liaison services as OFDI may
reasonably request.
2. Investor Servicing Fee.
(a) In recognition of the payments OFDI will make to the Service Providers that
provide Investor Services, the Fund will make payments to OFDI within ____ days of the end of each calendar
quarter to reimburse OFDI for all or a portion of such payments made to each such Service Provider, in an amount
not to exceed with respect to any Service Provider the lesser of: (i) 0.50% (on an annualized basis) of the
aggregate value of outstanding Interests held by Members that receive Investor Services from a Service Provider
determined as of the last day of the quarter (before repurchases of Interests or incentive allocations) (the
"Investor Servicing Fee"); or (ii) OFDI's actual payments to the Service Provider.
(b) OFDI may pay amounts pursuant to this Section 2 to any "affiliated person" (as
that term is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")) of OFDI if
such affiliated person is a Service Provider.
3. Duties of OFDI.
(a) OFDI agrees to retain the Service Providers to provide Investor Services and
to compensate such Service Providers for their services.
(b) OFDI shall report to the Board of Managers of the Fund (the "Board") on a
quarterly basis regarding: (i) the nature of the Investor Services provided by the Service Providers; (ii) the
amount of payments made by OFDI to such Service Providers; and (iii) the amount of Investor Servicing Fees paid
by the Fund.
4. Liability of the Fund. OFDI understands and agrees that the obligations of the
Fund under this Agreement are not binding upon any Member or any person serving on the Board (a "Manager")
personally, but bind only the Fund and the Fund's property. OFDI represents that it has notice of the provisions
of the Fund's Limited Liability Company Agreement 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 7 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 and the rules thereunder) of any such party.
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 by the Investment Company
Act, and the rules thereunder.
7. Termination. This Agreement may be terminated (i) by OFDI 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 OFDI (which notice may be waived by OFDI). Any
termination of this Agreement shall not affect the obligation of the Fund to pay the Investor Servicing Fee to
reimburse OFDI for payments made to any Service Provider prior to such termination.
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 DISTRIBUTOR, INC.
By:
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Name:
Title:
XXXXXXXXXXX TREMONT
OPPORTUNITY FUND, LLC
By:
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Name:
Title:
