Exhibit 24(b)(5)(b)(4)
SUBADVISORY AGREEMENT
THIS AGREEMENT is made by and between Xxxxxxxxxxx Management
Corporation, a Colorado corporation (the "Adviser"), and OpCap
Advisors, a Delaware general partnership (the "Subadviser"), as of
the date set forth below.
RECITAL
WHEREAS, Xxxxxxxxxxx Quest For Value Funds (the "Company")
is registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), as an open-end, management investment company;
WHEREAS, the Adviser is registered under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), as an
investment adviser and engages in the business of acting as an
investment adviser;
WHEREAS, the Subadviser is registered under the Advisers Act
as an investment adviser and engages in the business of acting as
an investment adviser;
WHEREAS, the Company's Declaration of Trust authorizes the
Board of Trustees of the Company to classify or reclassify
authorized but unissued shares of the Company into series of shares
representing interests in various investment portfolios;
WHEREAS, pursuant to such authority, the Company has
established the Officers Value Fund (the "Fund");
WHEREAS, the Adviser has entered into an Investment Advisory
Agreement as of the date hereof with the Company (the "Investment
Advisory Agreement"), pursuant to which the Adviser shall act as
investment adviser with respect to the Fund; and
WHEREAS, pursuant to Paragraph 2 of the Investment Advisory
Agreement, the Adviser wishes to retain the Subadviser for purposes
of rendering investment advisory services to the Adviser in
connection with the Fund upon the terms and conditions hereinafter
set forth;
NOW THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, the
receipt of which are hereby acknowledged, the parties hereto agree
as follows:
I. Appointment and Obligations of the Adviser.
The Adviser hereby appoints the Subadviser to render, to the
Adviser with respect to the Fund, investment research and advisory
services as set forth below in Section II, under the supervision of
the Adviser and subject to the approval and direction of the
Company's Board of Trustees (the "Board"), and the Subadviser
hereby accepts such appointment, all subject to the terms and
conditions contained herein. The Subadviser shall, for all
purposes herein, be deemed an independent contractor and shall not
have, unless otherwise expressly provided or authorized, any
authority to act for or represent the Company or the Fund in any
way or otherwise to serve as or be deemed an agent of the Company
or the Fund.
II. Duties of the Subadviser and the Adviser.
A Duties of the Subadviser.
The Subadviser shall regularly provide investment advice with
respect to the Fund and shall, subject to the terms of this
Agreement, continuously supervise the investment and reinvestment
of cash, securities and instruments or other property comprising
the assets of the Fund, and in furtherance thereof, the
Subadviser's duties shall include:
1. Obtaining and evaluating pertinent information about
significant developments and economic, statistical and
financial data, domestic, foreign or otherwise, whether
affecting the economy generally or the Fund, and whether
concerning the individual issuers whose securities are
included in the Fund or the activities in which such
issuers engage, or with respect to securities which the
Subadviser considers desirable for inclusion in the
Fund's investment portfolio;
2. Determining which securities shall be purchased, sold
or exchanged by the Fund or otherwise represented in the
Fund's investment portfolio and regularly reporting
thereon to the Adviser and, at the request of the
Adviser, to the Board;
3. Formulating and implementing continuing programs for
the purchases and sales of the securities of such issuers
and regularly reporting thereon to the Adviser and, at
the request of the Adviser, to the Board; and
4.Taking, on behalf of the Fund, all actions that appear
to the Subadviser necessary to carry into effect such
investment program, including the placing of purchase and
sale orders, and making appropriate reports thereon to
the Adviser and the Board.
B. Duties of the Adviser.
The Adviser shall retain responsibility for, among other
things, providing the following advice and services with respect to
the Fund:
1. Without limiting the obligation of the Subadviser to
so comply, the Adviser shall monitor the investment
program maintained by the Subadviser for the Fund to
ensure that the Fund's assets are invested in
compliance with this Agreement and the Fund's
Registration Statement, as currently in effect from
time to time; and
2. The Adviser shall oversee matters relating to Fund
promotion, including, but not limited to, marketing
materials, and the Subadviser's reports to the Board.
III. Representations, Warranties and Covenants.
A. Representations, Warranties and Covenants of the
Subadviser.
1. Organization. The Subadviser is now, and will
continue to be, a general partnership duly formed and
validly existing under the laws of its jurisdiction of
formation, fully authorized to enter into this Agreement
and carry out its duties and obligations hereunder.
2. Registration. The Subadviser is registered as an
investment adviser with the Securities and Exchange
Commission (the "SEC") under the Advisers Act, and is
registered or licensed as an investment adviser under the
laws of all jurisdictions in which its activities require
it to be so registered or licensed, except where the
failure to be so licensed would not have a material
adverse effect on the Subadviser. The Subadviser shall
maintain such registration or license in effect at all
times during the term of this Agreement.
3. Best Efforts. The Subadviser at all times shall
provide its best judgment and effort to the Adviser and
the Fund in carrying out its obligations hereunder.
4. Other Covenants. The Subadviser further agrees that:
a. it will use the same skill and care in providing
such services as it uses in providing services to
other accounts for which it has investment
management responsibilities;
b. it will not make loans to any person to purchase or
carry units of beneficial interest in the Fund or
make loans to the Fund;
c. it will report regularly to the Fund and to the
Adviser and will make appropriate persons available
for the purpose of reviewing with representatives
of the Adviser on a regular basis the management of
the Fund, including, without limitation, review of
the general investment strategy of the Fund,
economic considerations and general conditions
affecting the marketplace;
d. as required by applicable laws and regulations, it
will maintain books and records with respect to the
Fund's securities transactions and it will furnish
to the Adviser and to the Board such periodic and
special reports as the Adviser or the Board may
reasonably request;
e. it will treat confidentially and as proprietary
information of the Fund all records and other
information relative to the Fund, and will not use
records and information for any purpose other than
performance of its responsibilities and duties
hereunder, except after prior notification to and
approval in writing by the Fund or when so
requested by the Fund or required by law or
regulation;
f. it will, on a continuing basis and at its own
expense, (1) provide the distributor of the Fund
(the "Distributor") with assistance in the
distribution and marketing of the Fund in such
amount and form as the Adviser may reasonably
request from time to time, and (2) use its best
efforts to cause the portfolio manager or other
person who manages or is responsible for overseeing
the management of the Fund's portfolio (the
"Portfolio Manager") to provide marketing and
distribution assistance to the Distributor,
including, without limitation, conference calls,
meetings and road trips, provided that each
Portfolio Manager shall not be required to devote
more than 10% of his or her time to such marketing
and distribution activities;
g. it will use its reasonable best efforts (i) to
retain the services of the Portfolio Manager who
manages the portfolio of the Fund, from time to
time and (ii) to promptly obtain the services of a
Portfolio Manager acceptable to the Adviser if the
services of the Portfolio Manager are no longer
available to the Subadviser;
h. it will, from time to time, assure that each
Portfolio Manager is acceptable to the Adviser;
i. it will obtain the written approval of the Adviser
prior to designating a new Portfolio Manager;
provided, however, that, if the services of a
Portfolio Manager are no longer available to the
Subadviser due to circumstances beyond the
reasonable control of the Subadviser (e.g.,
voluntary resignation, death or disability), the
Subadviser may designate an interim Portfolio
Manager who (a) shall be reasonably acceptable to
the Adviser and (b) shall function for a reasonable
period of time until the Subadviser designates an
acceptable permanent replacement; and
j. it will promptly notify the Adviser of any
impending change in Portfolio Manager, portfolio
management or any other material matter that may
require disclosure to the Board, shareholders of
the Fund or dealers.
B. Representations, Warranties and Covenants of the Adviser.
1. Organization. The Adviser is now, and will continue
to be, duly organized and in good standing under the laws
of its state of incorporation, fully authorized to enter
into this Agreement and carry out its duties and
obligations hereunder.
2. Registration. The Adviser is registered as an
investment adviser with the SEC under the Advisers Act,
and is registered or licensed as an investment adviser
under the laws of all jurisdictions in which its
activities require it to be so registered or licensed.
The Adviser shall maintain such registration or license
in effect at all times during the term of this Agreement.
3. Best Efforts. The Adviser at all times shall provide
its best judgment and effort to the Fund in carrying out
its obligations hereunder.
IV. Compliance with Applicable Requirements.
In carrying out its obligations under this Agreement, the
Subadviser shall at all times conform to:
A. all applicable provisions of the 1940 Act and any rules
and regulations adopted thereunder;
B. the provisions of the registration statement of the
Company, as the same may be amended from time to time,
under the Securities Act of 1933, as amended, and the
1940 Act;
C. the provisions of the Company's Declaration of Trust or
other governing document, as amended from time to time;
D. the provisions of the By-laws of the Company, as amended
from time to time;
E. any other applicable provisions of state or federal law;
and
F. guidelines, investment restrictions, policies, procedures
or instructions adopted or issued by the Company, the
Fund or the Adviser from time to time.
The Adviser shall promptly notify the Subadviser of any
changes or amendments to the provisions of B., C., D. and F. above
when such changes or amendments relate to the obligations of the
Subadviser.
V. Control by the Board.
Any investment program undertaken by the Subadviser pursuant
to this Agreement, as well as any other activities undertaken by
the Subadviser with respect to the Fund, shall at all times be
subject to any directives of the Adviser and the Board.
VI. Books and Records.
The Subadviser agrees that all records which it maintains for
the Fund on behalf of the Adviser are the property of the Fund and
further agrees to surrender promptly to the Fund or to the Adviser
any of such records upon request. The Subadviser further agrees to
preserve for the periods prescribed by applicable laws, rules and
regulations all records required to be maintained by the Subadviser
on behalf of the Adviser under such applicable laws, rules and
regulations, or such longer period as the Adviser may reasonably
request from time to time.
VII. Broker-Dealer Relationships.
A. Portfolio Trades.
The Subadviser, at its own expense, and to the extent
appropriate, in consultation with the Adviser, shall place all
orders for the purchase and sale of portfolio securities for the
Fund with brokers or dealers selected by the Subadviser, which may
include, to the extent permitted by the Adviser and the Fund,
brokers or dealers affiliated with the Subadviser. The Subadviser
shall use its best efforts to seek to execute portfolio
transactions at prices that are advantageous to the Fund and at
commission rates that are reasonable in relation to the benefits
received.
B. Selection of Broker-Dealers.
With respect to the execution of particular transactions,
the Subadviser may, to the extent permitted by the Adviser and the
Fund, select brokers or dealers who also provide brokerage and
research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934, as amended) to the Fund and/or
the other accounts over which the Subadviser or its affiliates
exercise investment discretion. The Subadviser is authorized to
pay a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for the
Fund that is in excess of the amount of commission another broker
or dealer would have charged for effecting that transaction if the
Subadviser determines in good faith that such amount of commission
is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular
transaction or the overall responsibilities that the Subadviser and
its affiliates have with respect to accounts over which they
exercise investment discretion. The Adviser, Subadviser and the
Board shall periodically review the commissions paid by the Fund to
determine, among other things, if the commissions paid over
representative periods of time were reasonable in relation to the
benefits received.
C. Soft Dollar Arrangements.
The Subadviser may enter into "soft dollar" arrangements
through the agency of third parties on behalf of the Adviser. Soft
dollar arrangements for services may be entered into in order to
facilitate an improvement in performance in respect of the
Subadviser's service to the Adviser with respect to the Fund. The
Subadviser makes no direct payments but instead undertakes to place
business with broker-dealers who in turn pay third parties who
provide these services. Soft dollar transactions will be conducted
on an arm's-length basis, and the Subadviser will secure best
execution for the Adviser. Any arrangements involving soft dollars
and/or brokerage services shall be effected in compliance with
Section 28(e) of the Securities Exchange Act of 1934, as amended,
and the policies that the Adviser and the Board may adopt from time
to time. The Subadviser agrees to provide reports to the Adviser
as necessary for purposes of providing information on these
arrangements to the Board.
VIII. Compensation.
A. Amount of Compensation. The Adviser shall pay the
Subadviser, as compensation for services rendered
hereunder, from its own assets, an annual fee, payable
monthly, equal to 40% of the investment advisory fee
collected by the Adviser from the Fund, based on the
total net assets of the Fund existing as of the date
hereof (the "base amount"), plus 30% of the advisory fee
collected by the Adviser, based on the total net assets
of the Fund that exceed the base amount (the "marginal
amount"), in each case calculated after any waivers,
voluntary or otherwise.
B. Calculation of Compensation. Except as hereinafter set
forth, compensation under this Agreement shall be
calculated and accrued on the same basis as the advisory
fee paid to the Adviser by the Fund. If this Agreement
becomes effective subsequent to the first day of a month
or shall terminate before the last day of a month,
compensation for that part of the month this Agreement is
in effect shall be prorated in a manner consistent with
the calculation of the fees set forth above.
C. Payment of Compensation: Subject to the provisions of
this paragraph, payment of the Subadviser's compensation
for the preceding month shall be made within 15 days
after the end of the preceding month.
D. Reorganization of the Fund. If the Fund is reorganized
with another investment company for which the Subadviser
does not serve as an investment adviser or subadviser,
and the Fund is the surviving entity, the subadvisory fee
payable under this section shall be adjusted in an
appropriate manner as the parties may agree.
IX. Allocation of Expenses.
The Subadviser shall pay the expenses incurred in providing
services in connection with this Agreement, including, but not
limited to, the salaries, employment benefits and other related
costs of those of its personnel engaged in providing investment
advice to the Fund hereunder, including, without limitation, office
space, office equipment, telephone and postage costs and other
expenses. In the event of an "assignment" of this Agreement, other
than an assignment resulting solely by action of the Adviser or an
affiliate thereof, the Subadviser shall be responsible for payment
of all costs and expenses incurred by the Adviser and the Fund
relating thereto, including, but not limited to, reasonable legal,
accounting, printing and mailing costs related to obtaining
approval of Fund shareholders.
X. Non-Exclusivity.
The services of the Subadviser with respect to the Company
and the Fund are not to be deemed to be exclusive, and the
Subadviser shall be free to render investment advisory and
administrative or other services to others (including other
investment companies) and to engage in other activities, subject to
the provisions of a certain Agreement Not to Compete dated as of
November 22, 1995 among the Adviser, Xxxxxxxxxxx Capital, the
Subadviser and Quest For Value Distributors (the "Agreement Not to
Compete"). It is understood and agreed that officers or directors
of the Subadviser may serve as officers or directors of the Adviser
or of the Fund; that officers or directors of the Adviser or of the
Company may serve as officers or directors of the Subadviser to the
extent permitted by law; and that the officers and directors of the
Subadviser are not prohibited from engaging in any other business
activity or from rendering services to any other person, or from
serving as partners, officers, directors or trustees of any other
firm or trust, including other investment advisory companies
(subject to the provisions of the Agreement Not to Compete),
provided it is permitted by applicable law and does not adversely
affect the Company or the Fund.
XI. Term.
This Agreement shall become effective at the close of
business on the date hereof and shall remain in force and effect,
subject to Paragraphs XII.A and XII.B hereof and approval by the
Fund's shareholders, for a period of two years from the date
hereof.
XII. Renewal.
Following the expiration of its initial two-year term, the
Agreement shall continue in full force and effect from year to year
for a period of eight years, provided that such continuance is
specifically approved:
A. at least annually (1) by the Board or by the vote of a
majority of the Fund's outstanding voting securities (as
defined in Section 2(a)(42) of the 1940 Act), and (2) by
the affirmative vote of a majority of the Trustees who
are not parties to this Agreement or interested persons
of a party to this Agreement (other than as a Trustee of
the Fund), by votes cast in person at a meeting
specifically called for such purpose; or
B. by such method required by applicable law, rule or
regulation then in effect.
XIII. Termination.
A. Termination by the Company. This Agreement may be
terminated at any time, without the payment of any
penalty, by vote of the Board or by vote of a majority of
the Fund's outstanding voting securities, on sixty (60)
days' written notice. The notice provided for herein may
be waived by the party required to be notified.
B. Assignment. This Agreement shall automatically terminate
in the event of its "assignment," as defined in Section
2 (a) (4) of the 1940 Act. In the event of an assignment
that occurs solely due to the change in control of the
Subadviser (provided that no condition exists that
permits, or, upon the consummation of the assignment,
will permit, the termination of this Agreement by the
Adviser pursuant to Section XIII. D. hereof), the Adviser
and the Subadviser, at the sole expense of the
Subadviser, shall use their reasonable best efforts to
obtain shareholder approval of a successor Subadvisory
Agreement on substantially the same terms as contained in
this Agreement.
C. Payment of Fees After Termination. Notwithstanding the
termination of this Agreement prior to the tenth
anniversary of the date hereof, the Adviser shall
continue to pay to the Subadviser the subadvisory fee for
the term of this Agreement and any renewals thereof
through such tenth anniversary, if: (1) the Adviser or
the Company terminates this Agreement for a reason other
than the reasons set forth in Section XIII.D. hereof,
provided the Investment Advisory Agreement remains in
effect; (2) the Fund reorganizes with another investment
company advised by the Adviser (or an affiliate of the
Adviser) and for which the Subadviser does not serve as
an investment adviser or subadviser and such other
investment company is the surviving entity; or (3) the
Investment Advisory Agreement terminates (i) by reason of
an "assignment;" (ii) because the Adviser is disqualified
from serving as an investment adviser; or (iii) by reason
of a voluntary termination by the Adviser; provided that
the Subadviser does not serve as the investment adviser
or subadviser of the Fund after such termination of the
Investment Advisory Agreement. The amount of the
subadvisory fee paid pursuant to this section shall be
calculated on the basis of the Fund's net assets measured
at the time of such termination or such reorganization.
Notwithstanding anything to the contrary, if the
Subadviser terminates this Agreement or if this Agreement
is terminated by operation of law, due solely to an act
or omission by the Subadviser, Xxxxxxxxxxx Capital
("OpCap") or their respective partners, subsidiaries,
directors, officers, employees or agents (other than by
reason of an "assignment"of this Agreement), then the
Adviser shall not be liable for any further payments
under this Agreement, provided, however, that if at any
time prior to the end of the term of the Agreement Not to
Compete any event that would have permitted the
termination of this Agreement by the Adviser pursuant to
Section XIII. D. (3) hereof occurs, the Adviser shall be
under no further obligation to pay any subadvisory fees.
D. Termination by the Adviser. The Adviser may terminate
this Agreement without penalty and without the payment of
any fee or penalty, immediately after giving written
notice, upon the occurrence of any of the following
events:
1. The Fund's investment performance of the Fund's Class
A shares compared to the appropriate universe of Class
A shares (or their equivalent), as set forth on
Schedule D-1, as amended from time to time, ranks in
the bottom quartile for two consecutive calendar years
(beginning with the calendar year 1995) and earns a
Morningstar three-year rating of less than three (3)
stars at the time of such termination; or
2. Any of the Subadviser, OpCap, their respective
partners, subsidiaries, affiliates, directors,
officers, employees or agents engages in an action or
omits to take an action that would cause the
Subadviser or OpCap to be disqualified in any manner
under Section 9(a) of the 1940 Act, if the SEC were
not to grant an exemptive order under Section 9(c)
thereof or that would constitute grounds for the SEC
to deny, revoke or suspend the registration of the
Subadviser as an investment adviser with the SEC;
3. Any of OpCap, the Subadviser, their respective
partners, subsidiaries, affiliates, directors,
officers, employees or agents causes a material
violation of the Agreement Not to Compete which is not
cured in accordance with the provisions of that
agreement; or
4. The Subadviser breaches the representations contained
in Paragraph III.A.4.i. of this Agreement or any other
material provision of this Agreement, and any such
breach is not cured within a reasonable period of time
after notice thereof from the Adviser to the
Subadviser. However, consistent with its fiduciary
obligations, for a period of seven months the Adviser
will not terminate this Agreement solely because the
Subadviser has failed to designate an acceptable
permanent replacement to a Portfolio Manager whose
services are no longer available to the Subadviser due
to circumstances beyond the reasonable control of the
Subadviser, provided that the Subadviser uses its
reasonable best efforts to promptly obtain the
services of a Portfolio Manager acceptable to the
Adviser and further provided that the Adviser has not
unreasonably withheld approval of such replacement
Portfolio Manager.
E. Transactions in Progress upon Termination. The Adviser
and Subadviser will cooperate with each other to ensure
that portfolio or other transactions in progress at the
date of termination of this Agreement shall be completed
by the Adviser in accordance with the terms of such
transactions, and to this end the Subadviser shall
provide the Adviser with all necessary information and
documentation to secure the implementation thereof.
XIV. Non-Solicitation.
During the term of this Agreement, the Adviser (and its
affiliates under its control) shall not solicit or knowingly assist
in the solicitation of any Portfolio Manager of the Fund or any
portfolio assistant of the Fund then employed by the Subadviser or
OpCap, provided, however, that the Adviser (or its affiliates) may
solicit or hire any such individual who (A) the Subadviser or OpCap
(or its affiliates) has terminated or (B) has voluntarily
terminated his or her employment with the Subadviser, OpCap (or its
affiliates) without inducement of the Adviser (or its affiliates
under its control) prior to the time of such solicitation.
Advertising in general circulation newspapers or industry
newsletters by the Adviser shall not constitute "inducement" by the
Adviser (or its affiliates under its control).
XV. Liability of the Subadviser.
In the absence of willful misfeasance, bad faith, negligence
or reckless disregard of obligations or duties hereunder on the
part of the Subadviser or any of its officers, directors or
employees, the Subadviser shall not be subject to liability to the
Adviser for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security;
provided, however, that the foregoing shall not be construed to
relieve the Subadviser of any liability it may have arising under
the Agreement Not to Compete or the Acquisition Agreement dated
August 15, 1995, among the Subadviser, the Adviser and certain
affiliates of the Subadviser.
XVI. Notices.
Any notice or other communication required or that may be
given hereunder shall be in writing and shall be delivered
personally, telecopied, sent by certified, registered or express
mail, postage prepaid or sent by national next-day delivery service
and shall be deemed given when so delivered personally or
telecopied, or if mailed, two days after the date of mailing, or if
by next-day delivery service, on the business day following
delivery thereto, as follows or to such other location as any party
notifies any other party:
A. if to the Adviser, to:
Xxxxxxxxxxx Management Corporation
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxx
Executive Vice President and General Counsel
Telecopier: 212-321-1159
B. if to the Subadviser, to:
Quest For Value Advisors
c/x Xxxxxxxxxxx Capital
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
Secretary and General Counsel
Telecopier: 000-000-0000
XVII. Questions of Interpretation.
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 1940 Act shall be
resolved by reference to such term or provision of the 1940 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 SEC issued pursuant to the 1940
Act. In addition, where the effect of a requirement of the 1940
Act reflected in any provision of this Agreement is revised by
rule, regulation or order of the SEC, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
XVIII. Form ADV - Delivery.
The Adviser hereby acknowledges that it has received from the
Subadviser a copy of the Subadviser's Form ADV, Part II as
currently filed, at least 48 hours prior to entering into this
Agreement and that it has read and understood the disclosures set
forth in the Subadviser's Form ADV, Part II.
XIX. Miscellaneous.
The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective successors.
XX. Counterparts.
This Agreement may be executed in counterparts, each of which
shall constitute an original and both of which, collectively, shall
constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in duplicate by their respective officers
as of the 22nd day of November, 1995.
XXXXXXXXXXX MANAGEMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
ADVISORS
By: XXXXXXXXXXX FINANCIAL CORP.,
a general partner
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary
advisory\229subad
The universe of funds to which Class A shares of funds
subadvised by OpCap Advisors will be compared to so that it can be
determined in which quartile the performance ranks shall consist of
those funds with the same Lipper investment objective being offered
as the only class of shares of such fund or, in the case where
there is more than one class of shares being offered, with a front-
end load (typically referred to as Class A shares).
The present Lipper investment objective categories for the
funds are:
Fund Lipper Category
Xxxxxxxxxxx Quest Value Fund, Inc. CA - Capital Appreciation
Xxxxxxxxxxx Quest Global Value Fund, Inc. GL - Global
Xxxxxxxxxxx Quest Opportunity Value Fund FX - Flexible Portfolio
Xxxxxxxxxxx Quest Small Cap Value Fund SG - Small Company Growth
Xxxxxxxxxxx Quest Growth & Income Value Fund GI - Growth & Income
Xxxxxxxxxxx Quest Officers Value Fund To Be Determined
advisory\229subad
