-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P37UzhDTIt6dgwGu/zj8Afjo3fNsqBrpiwrVMjgqWMYGiErJTyOW3DPsHsTKCiRg 4gI3lARIvx8CwH3hE4qUSQ== 0000728889-08-000406.txt : 20080401 0000728889-08-000406.hdr.sgml : 20080401 20080401171844 ACCESSION NUMBER: 0000728889-08-000406 CONFORMED SUBMISSION TYPE: 497 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080401 DATE AS OF CHANGE: 20080401 EFFECTIVENESS DATE: 20080401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER TREMONT MARKET NEUTRAL FUND LLC CENTRAL INDEX KEY: 0001160851 IRS NUMBER: 223833741 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124254 FILM NUMBER: 08730362 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 497 1 omnf.htm OPP. TREMONT MKT. NEUTRAL SUPPLEMENT Oppenheimer Tremont Market Neutral Fund, LLC supplement
                       OPPENHEIMER TREMONT MARKET NEUTRAL FUND, LLC
                          Supplement dated April 1, 2008 to the
       Prospectus and Statement of Additional Information dated July 27, 2007

     This supplement  replaces the supplement dated December 28, 2007 and amends
the  Prospectus  and the  Statement of  Additional  Information  of  Oppenheimer
Tremont  Market  Neutral  Fund,  LLC (the  "Fund"),  each dated July 27, 2007 as
follows:

     1. The following paragraphs are added to the Prospectus:

     The  Board  of  Directors  of the  Fund  determined  that it is in the best
interest of the Fund's shareholders that the Fund declare a mandatory redemption
of all of its outstanding shares held by investors other than  OppenheimerFunds,
Inc.  ("OFI"),  the Fund's adviser,  and to liquidate the Fund  thereafter.  The
redemption  occurred  as of March  31,  2008 at the net  asset  value  per share
("NAV")  on  that  date.  The  NAV as of  March  31,  2008  will  be  calculated
approximately  30 to 60 days  thereafter and payments will be made shortly after
the NAV is calculated. As the Fund winds up its operations,  the Fund will apply
to  deregister as an investment  company.  As liquidity in the Fund's  portfolio
becomes available,  OFI, as the Fund's sole remaining shareholder,  will approve
the proposal to liquidate the Fund and the Fund will be liquidated.

     No investors  (other than OFI or its  affiliates) are permitted to purchase
shares of the Fund.

     The Adviser and the Sub-Adviser are  voluntarily  waiving their  respective
management fee, sub-advisory fee and incentive fee commencing April 1, 2008.

     2. The following sentence of the paragraph titled  "Non-Diversified  Status
and Industry Classification" on page 23 is deleted:

     To address risks relating to concentration, not more than 10% of the Fund's
net assets will be allocated to any one Underlying Fund Manager.

     3. In the section "The Fund's Investment  Program," the second paragraph on
page 29 is deleted in its entirety:

     4. In the section "The Fund's Investment  Program," the following  sentence
is deleted from the first paragraph following the bullet points on page 30:

     The  Sub-Adviser  expects  generally  to  allocate  the  Fund's  assets  to
approximately 10 to 20 Underlying Fund Managers.

     5. In the section "The Fund's Investment  Program," the following  sentence
is deleted from the third paragraph on page 30:

     Not more than 10% of the  Fund's net assets  will be  allocated  to any one
Underlying Fund Manager.

     6.  On  page  39,  the  first   bullet   point  in  the  section   "Special
Considerations  and Risks of  Repurchases,"  titled  "Early  Repurchase  Fee" is
deleted in its entirety.

April 1, 2008                                                     PS0371.010

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