AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made the 1st day of January, 2005, by and
between Xxxxxxxxxxx Quest 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, which amends
and restates the Investment Advisory Agreement dated June 2,
1997, by and between the Company and OFI;
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:
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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 judgement, 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
Certificate 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 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 advise 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;
and(iii) arrange, subject to the provisions of paragraph 7
hereof, for the purchase of securities of the Company and
the sale of securities and other investments held in the
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 advisors 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 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 expenses, 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 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 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 thereof 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 thereof 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 ":
-------------------------------------
OFI hereby grants to the Company a royalty-free,
non-exclusive license to use the name "Xxxxxxxxxxx" or
"Quest" 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 " 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 " in the
name of the Company or otherwise. The name "Xxxxxxxxxxx" and
"Quest" may be 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 Advisor) 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 Advisor) 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 Advisor) 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 Advisor) 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-dealers, qualified to obtain
best execution of such 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 Advisor) 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
Advisor) 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
Advisor) with respect to accounts as to which they exercise
investment discretion. In reaching such determination, OFI
(or any Sub Advisor) 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 Advisor) 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 Advisor) 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 one of the Company's regular
brokers for the Company or a Series thereof 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 or a Series
thereof only if the commissions, fees or other remuneration
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.
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 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 Value Fund, Inc.
Attest: By:
------------------------------------ --------------------
Xxxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxx, Secretary
OppenheimerFunds, Inc.
Attest: By:
------------------------------------ ----------------------------------------------------------
Xxxxxxxx X. Xxxxxxxx Xxxxxxx Xxxxxxxxx, Senior Vice President
Schedule A
To
Investment Advisory Agreement
Between
Xxxxxxxxxxx Quest Value Fund, Inc.
and
OppenheimerFunds, Inc.
-------------------------------- ---------------------------------------------------------------------------
Name of Fund Annual Fee as a Percentage of Average Annual Net Assets
================================ ===========================================================================
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Xxxxxxxxxxx 0.75% of the first $200 million of average annual net assets;
Quest Value Fund, Inc. 0.72% of the next $200 million of average annual net assets;
0.69% of the next $200 million of average annual net assets;
0.66% of the next $200 million of average annual net assets;
0.60% of the next $700 million of average annual net assets;
0.58% of the next $1 billion of average annual net assets; and
0.56% of average annual net assets in excess of $2.5 billion.
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