AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
BY AND BETWEEN
OppenheimerFunds, Inc.
and
OFI Tremont Core
Diversified 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 Core Diversified 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 "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 Core Diversified Hedge Fund
By:
--------------------------------------
Name: Xxxx X. Xxx
Title: Assistant Secretary
