INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made the 28th day of February, 1997, by and between XXXXXXXXXXX
QUEST CAPITAL VALUE FUND, INC., a Maryland corporation (hereinafter referred to
as the "Company"), and OPPENHEIMERFUNDS, INC. (hereinafter referred to as
"OFI").
WHEREAS, the Company is an open-end, diversified management investment
company registered as such with the Securities and Exchange Commission (the
"Commission") pursuant to the Investment Company Act of 1940 (the "Investment
Company Act"), and OFI is an investment adviser registered as such with the
Commission under the Investment Advisers Act of 1940;
WHEREAS, the Company
desires that OFI shall act as its investment adviser pursuant to this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as follows:
1. GENERAL PROVISIONS:
The Company hereby employs OFI and OFI hereby undertakes to act as the
investment adviser of the Company, and to perform for the Company such other
duties and functions for the period and on such terms as set forth in this
Agreement. OFI shall, in all matters, give to the Company and its Board of
Directors (the "Directors") the benefit of its best judgment, effort, advice and
recommendations and shall at all times conform to, and use its best efforts to
enable the Company to conform to (i) the provisions of the Investment Company
Act and any rules or regulations thereunder; (ii) any other applicable
provisions of state or Federal law; (iii) the provisions of the Articles of
Incorporation and By-Laws of the Company as amended from time to time; (iv)
policies and determinations of the Directors; (v) the fundamental policies and
investment restrictions as reflected in the registration statement of the
Company under the Investment Company Act or as such policies may, from time to
time, be amended and (vi) the Prospectus and Statement of
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Additional Information in effect from time to time. The appropriate officers and
employees of OFI shall be available upon reasonable notice for consultation with
any of the Directors and officers of the Company with respect to any matters
dealing with the business and affairs of the Company including the valuation of
portfolio securities of the Company which are either not registered for public
sale or not traded on any securities market.
2. INVESTMENT MANAGEMENT:
(a) OFI shall, subject to the direction and control by the
Directors, (i) regularly provide investment advice and recommendations to the
Company with respect to the investments, investment policies and the purchase
and sale of securities; (ii) supervise continuously the investment program of
the Company and the composition of its portfolio and determine what securities
shall be purchased or sold by the Company; and (iii) arrange, subject to the
provisions of paragraph 7 hereof, for the purchase of securities and other
investments by the Company and the sale of securities and other investments held
in the Company's portfolio.
(b) Provided that the Company shall not be required to pay any
compensation for services under this Agreement other than as provided by the
terms of the Agreement and subject to the provisions of paragraph 7 hereof, OFI
may obtain investment information, research or assistance from any other person,
firm or corporation to supplement, update or otherwise improve its investment
management services including entering into sub-advisory agreements with other
affiliated or unaffiliated registered investment advisers to obtain specialized
services.
(c) Provided that nothing herein shall be deemed to protect OFI 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, OFI shall not be liable for any loss sustained by reason of good
faith errors or omissions in connection with any matters to which this Agreement
relates.
(d) Nothing in this Agreement shall prevent OFI or any entity
controlling, controlled by or under common control with OFI or any officer
thereof from acting as
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investment adviser for any other person, firm or corporation or in any way limit
or restrict OFI or any of its directors, officers, stockholders or employees
from buying, selling or trading any securities for its or their own account or
for the account of others for whom it or they may be acting, provided that such
activities will not adversely affect or otherwise impair the performance by OFI
of its duties and obligations under this Agreement.
3. OTHER DUTIES OF OFI:
OFI shall, at its own expense, provide and supervise the activities
of all administrative and clerical personnel as shall be required to provide
effective corporate administration for the Company, including the compilation
and maintenance of such records with respect to its operations as may reasonably
be required; the preparation and filing of such reports with respect thereto as
shall be required by the Commission; composition of periodic reports with
respect to operations of the Company for its shareholders; composition of proxy
materials for meetings of the Company's shareholders; and the composition of
such registration statements as may be required by Federal and state securities
laws for continuous public sale of Shares of the Company. OFI shall, at its own
cost and expense, also provide the Company with adequate office space,
facilities and equipment. OFI shall, at its own expense, provide such officers
for the Company as the Board of Directors may request.
4. ALLOCATION OF EXPENSES:
All other costs and expenses of the Company not expressly assumed by
OFI under this Agreement, or to be paid by OppenheimerFunds Distributor, Inc.,
the distributor of the shares of the Company, shall be paid by the Company,
including, but not limited to: (i) interest, taxes and governmental fees; (ii)
brokerage commissions and other expenses incurred in acquiring or disposing of
the portfolio securities and other investments; (iii) insurance premiums for
fidelity and other coverage requisite to its operations; (iv) compensation and
expenses of its Directors other than those affiliated with OFI; (v) legal and
audit expenses; (vi) custodian and transfer agent fees and expenses; (vii)
expenses incident to the redemption of its Shares; (viii) expenses incident to
the issuance of its
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Shares against payment therefor by or on behalf of the subscribers thereto; (ix)
fees and expenses, other than as hereinabove provided, incident to the
registration under Federal and state securities laws of Shares of the Company
for public sale; (x) expenses of printing and mailing reports, notices and proxy
materials to shareholders of the Company; (xi) except as noted above, all other
expenses incidental to holding meetings of the Company's shareholders; and (xii)
such extraordinary non-recurring expenses as may arise, including litigation,
affecting the Company and any legal obligation which the Company may have to
indemnify its officers and Directors with respect thereto. Any officers or
employees of OFI or any entity controlling, controlled by, or under common
control with OFI who also serve as officers, Directors or employees of the
Company shall not receive any compensation from the Company for their services.
5. COMPENSATION OF OFI:
The Company agrees to pay OFI and OFI agrees to accept as full
compensation for the performance of all functions and duties on its part to be
performed pursuant to the provisions hereof, a fee computed on the total net
asset value of the Company as of the close of each business day and payable
monthly at the annual rate set forth on Schedule A hereto.
6. USE OF NAME "XXXXXXXXXXX" OR "QUEST FOR VALUE":
OFI hereby grants to the Company a royalty-free,
non-exclusive license to use the name "Xxxxxxxxxxx" or
"Quest For Value" in the name of the Company for the duration of this Agreement
and any extensions or renewals thereof. To the extent necessary to protect OFI's
rights to the name "Xxxxxxxxxxx" or "Quest For Value" under applicable law, such
license shall allow OFI to inspect, subject to control by the Company's Board,
control the nature and quality of services offered by the Company under such
name and may, upon termination of this Agreement, be terminated by OFI, in which
event the Company shall promptly take whatever action may be necessary to change
its name and discontinue any further use of the name "Xxxxxxxxxxx" or "Quest For
Value" in the name of the Company or otherwise. The name "Xxxxxxxxxxx" and
"Quest For Value" may be
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used or licensed by OFI in connection with any of its activities, or licensed
by OFI to any
other party.
7. PORTFOLIO TRANSACTIONS AND BROKERAGE:
(a) OFI (and any sub-adviser) is authorized, in arranging the
purchase and sale of the portfolio securities of the Company, to employ or deal
with such members of securities or commodities exchanges, brokers or dealers
(hereinafter "broker-dealers"), including "affiliated" broker-dealers (as that
term is defined in the Investment Company Act), as may, in its best judgment,
implement the policy of the Fund to obtain, at reasonable expense, the "best
execution" (prompt and reliable execution at the most favorable security price
obtainable) of the portfolio transactions of the Company as well as to obtain,
consistent with the provisions of subparagraph (c) of this paragraph 7, the
benefit of such investment information or research as will be of significant
assistance to the performance by OFI of its investment management functions.
(b) OFI (and any sub-adviser) shall select broker-dealers to effect
the portfolio transactions of the Company on the basis of its estimate of their
ability to obtain best execution of particular and related portfolio
transactions. The abilities of a broker-dealer to obtain best execution of
particular portfolio transaction(s) will be judged by OFI (or any sub-adviser)
on the basis of all relevant factors and considerations including, insofar as
feasible, the execution capabilities required by the transaction or
transactions; the ability and willingness of the broker-dealer to facilitate the
portfolio transactions of the Company by participating therein for its own
account; the importance to the Company of speed, efficiency or confidentiality;
the broker-dealer's apparent familiarity with sources from or to whom particular
securities might be purchased or sold; as well as any other matters relevant to
the selection of a broker-dealer for particular and related transactions of the
Company.
(c) OFI (and any sub-adviser) shall have discretion, in the interest
of the Company, to allocate brokerage on the portfolio transactions of the
Company to broker-dealers, other than an affiliated broker-dealer, qualified to
obtain best execution of such
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transactions who provide brokerage and/or research services (as such services
are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the
Company and/or other accounts for which OFI or its affiliates (or any
sub-adviser) exercise "investment discretion" (as that term is defined in
Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the
Company to pay such broker-dealers a commission for effecting a portfolio
transaction for the Company that is in excess of the amount of commission
another broker-dealer adequately qualified to effect such transaction would have
charged for effecting that transaction, if OFI (or any sub-adviser) determines,
in good faith, that such commission is reasonable in relation to the value of
the brokerage and/or research services provided by such broker-dealer viewed in
terms of either that particular transaction or the overall responsibilities of
OFI or its affiliates (or any sub-adviser) with respect to accounts as to which
they exercise investment discretion. In reaching such determination, OFI (or any
sub-adviser) will not be required to place or attempt to place a specific dollar
value on the brokerage and/or research services provided or being provided by
such broker-dealer. In demonstrating that such determinations were made in good
faith, OFI (and any sub-adviser) shall be prepared to show that all commissions
were allocated for purposes contemplated by this Agreement and that the total
commissions paid by the Company over a representative period selected by the
Company's Directors were reasonable in relation to the benefits to the Company.
(d) OFI (or any sub-adviser) shall have no duty or obligation to
seek advance competitive bidding for the most favorable commission rate
applicable to any particular portfolio transactions or to select any
broker-dealer on the basis of its purported or "posted" commission rate but
will, to the best of its ability, endeavor to be aware of the current level of
the charges of eligible broker-dealers and to minimize the expense incurred by
the Company for effecting its portfolio transactions to the extent consistent
with the interests and policies of the Company as established by the
determinations of the Board of Directors of the Company and the provisions of
this paragraph 7.
(e) The Company recognizes that an affiliated broker-dealer: (i)
may act as
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one of the Company's regular brokers for the Company so long as it is lawful for
it so to act; (ii) may be a major recipient of brokerage commissions paid by the
Company; and (iii) may effect portfolio transactions for the Company thereof
only if the commissions, fees or other renumeration received or to be received
by it are determined in accordance with procedures contemplated by any rule,
regulation or order adopted under the Investment Company Act for determining the
permissible level of such commissions.
(f) Subject to the foregoing provisions of this paragraph 7, OFI
(and any sub- adviser) may also consider sales of shares of the Company, and the
other funds advised by OFI and its affiliates as a factor in the selection of
broker-dealers for its portfolio transactions.
8. DURATION:
This Agreement will take effect on the date first set forth above.
Unless earlier terminated pursuant to paragraph 10 hereof, this Agreement shall
remain in effect from year-to-year, so long as such continuance shall be
approved at least annually by the Company's Board of Directors, including the
vote of the majority of the Directors of the Company who are not parties to this
Agreement or "interested persons" (as defined in the Investment Company Act) 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" (as defined in the Investment
Company Act) of the outstanding voting securities of the Company, and by such a
vote of the Company's Board of Directors.
9. TERMINATION:
This Agreement may be terminated (i) by OFI at any time without
penalty upon sixty days' written notice to the Company (which notice may be
waived by the Company); or (ii) by the Company at any time without penalty upon
sixty days' written notice to OFI (which notice may be waived by OFI) provided
that such termination by the Company shall be directed or approved by the vote
of a majority of all of the Directors of the Company then in office or by the
vote of the holders of a "majority" of the outstanding
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voting securities of the Company (as defined in the Investment Company Act).
10. ASSIGNMENT OR AMENDMENT:
This Agreement may not be amended, or the rights of OFI hereunder
sold, transferred, pledged or otherwise in any manner encumbered without the
affirmative vote or written consent of the holders of the "majority" of the
outstanding voting securities of the Company. This Agreement shall automatically
and immediately terminate in the event of its "assignment," as defined in the
Investment Company Act.
11. DEFINITIONS:
The terms and provisions of the Agreement shall be interpreted and
defined in a manner consistent with the provisions and definitions contained in
the Investment
Company Act.
XXXXXXXXXXX QUEST CAPITAL
VALUE FUND, INC.
Attest: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxx Xxxxxx X. Xxxxxxx
Assistant Secretary Secretary
OPPENHEIMERFUNDS, INC.
Attest: /s/ Xxxxxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxxxxx X. Xxxx Xxxxxx X. Xxxxxxx
Secretary Executive Vice President
quest\qstdpf\investad.ag5
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SCHEDULE A
TO
INVESTMENT ADVISORY AGREEMENT
BETWEEN
XXXXXXXXXXX QUEST CAPITAL VALUE FUND, INC.
AND
OPPENHEIMERFUNDS, INC.
Annual Fee as a Percentage of Daily
Name of Series Total Net Assets1
Xxxxxxxxxxx Quest Capital 1.00% of first $400 million of all net
Value Fund, Inc. assets
0.90% of next $400 million of all
net assets
0.85% of net assets over $800
million
---------------
1For the period of two years from the date of this Agreement, OFI agrees to
waive the following portion of its investment advisory fee: 0.15% of first $200
million of all net assets; 0.40% of next $200 million of all net assets; 0.30%
of next $400 million of all net assets; and 0.25% of net asset over $800
million.
quest\qstdpf\investad.ag5
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