FORM OF
AMENDMENT # 3 TO
INVESTMENT ADVISORY AGREEMENT
WHEREAS, Xxxxxxxxxxx Quest Value Fund, Inc. (hereinafter referred to as
the "Company"), and OppenheimerFunds, Inc. (hereinafter referred to as
"OFI"), are party to an Investment Advisory Agreement dated June 2, 1997 (the
"Agreement") and amended on March 1, 2002 and on June 15, 2003;
WHEREAS, on December 8, 2003 the Company's Board of Directors approved
a modified annual management fee rate for the Company to become effective on
January 1, 2004; and
WHEREAS, the Company and OFI desire to amend the Agreement to reflect
the foregoing management fee change;
NOW THEREFORE, the Company and OFI agree as follows:
1. Schedule A of the Agreement is replaced in its entirety with the
Schedule A attached hereto.
2. Except for the foregoing, no other provision of the Agreement is
modified or amended and the Agreement, as amended hereby, shall remain in
full force and effect.
Date: January 1, 2004
Xxxxxxxxxxx Quest Value Fund, Inc.
By: _______________________________________
Xxxxxx X. Xxxx, Secretary
OppenheimerFunds, Inc.
By: _______________________________________
Xxxxxx X. Xxxx, 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 Daily Net Assets
================================= =====================================
--------------------------------- -------------------------------------
Xxxxxxxxxxx Quest Value Fund, 0.90% of first $400 million of net
Inc. assets
0.85% of next $400 million of net
assets
0.80% of next $400 million of net
assets
0.70% of next $400 million of net
assets
0.65% of next $400 million of net
assets
0.60% of assets over $2 billion
--------------------------------- -------------------------------------
AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
WHEREAS, Xxxxxxxxxxx Quest Value Fund, Inc. (hereinafter referred to as
the "Company"), and OppenheimerFunds, Inc. (hereinafter referred to as
"OFI"), are party to an Investment Advisory Agreement dated June 2, 1997 (the
"Agreement");
WHEREAS, on February 11, 2002 the Company's Board of Directors approved
a modified annual management fee rate for the Company to become effective on
March 1, 2002; and
WHEREAS, the Company and OFI desire to amend the Agreement to reflect
the foregoing management fee change;
NOW THEREFORE, the Company and OFI agree as follows:
1. Schedule A of the Agreement is replaced in its entirety with the
Schedule A attached hereto.
2. Except for the foregoing, no other provision of the Agreement is
modified or amended and the Agreement, as amended hereby, shall remain in
full force and effect.
Date: Xxxxx 0, 0000
Xxxxxxxxxxx Quest Value Fund, Inc.
By: /s/Xxxxxx X. Xxxx
----------------------------------
Xxxxxx X. Xxxx, Secretary
OppenheimerFunds, Inc.
By: Xxxxxx X. Xxxx
-----------------------------------
Xxxxxx X. Xxxx, 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 Daily Net Assets
============================== ==================================
------------------------------ ----------------------------------
Xxxxxxxxxxx Quest Value 1.00% of first $400 million of
Fund, Inc. net assets
0.90% of next $400 million of
net assets
0.85% of next $2.2 billion of
net assets
0.75% of next $1 billion of net
assets
0.65% of net assets over $4
billion
------------------------------ ----------------------------------
AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
WHEREAS, Xxxxxxxxxxx Quest Value Fund, Inc. (hereinafter referred to as
the "Company"), and OppenheimerFunds, Inc. (hereinafter referred to as
"OFI"), are party to an Investment Advisory Agreement dated June 2, 1997 (the
"Agreement") and amended on March 1, 2002;
WHEREAS, on June 9, 2003 the Company's Board of Directors approved a
modified annual management fee rate for the Company to become effective on
June 15, 2003; and
WHEREAS, the Company and OFI desire to amend the Agreement to reflect
the foregoing management fee change;
NOW THEREFORE, the Company and OFI agree as follows:
1. Schedule A of the Agreement is replaced in its entirety with the
Schedule A attached hereto.
2. Except for the foregoing, no other provision of the Agreement is
modified or amended and the Agreement, as amended hereby, shall remain in
full force and effect.
Date: June 15, 2003
Xxxxxxxxxxx Quest Value Fund, Inc.
By: Xxxxxx X. Xxxx
------------------------------------
Xxxxxx X. Xxxx, Secretary
OppenheimerFunds, Inc.
By: Xxxxxx X. Xxxx
------------------------------------
Xxxxxx X. Xxxx, 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 Daily Net Assets
================================= =====================================
--------------------------------- -------------------------------------
Xxxxxxxxxxx Quest Value Fund, 0.90% of first $400 million of net
Inc. assets
0.85% of next $600 million of net
assets
0.80% of next $2 billion of net
assets
0.70% of next $1 billion of net
assets
0.65% of next $1 billion of net
assets
0.60% of assets over $5 billion
--------------------------------- -------------------------------------
