AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
WHEREAS, Xxxxxxxxxxx Quest For Value Funds (hereinafter referred to as
the "Trust"), and OppenheimerFunds, Inc. (hereinafter referred to as "OFI"),
are party to an Investment Advisory Agreement dated May 27, 1997 (the
"Agreement") and amended on October 22, 1997;
WHEREAS, Xxxxxxxxxxx Quest Opportunity Value Fund, Xxxxxxxxxxx Quest
Balanced Value Fund and Xxxxxxxxxxx Small Cap Value Fund (each a "Fund") are
series of the Trust;
WHEREAS, on February 11, 2002 the Trust's Board of Trustees approved a
modified annual management fee rate for each Fund to become effective on
March 1, 2002; and
WHEREAS, the Trust and OFI desire to amend the Agreement to reflect the
foregoing management fee change;
NOW THEREFORE, the Trust 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 For Value Funds
By: _______________________________________
Xxxxxx X. Xxxx, Secretary
OppenheimerFunds, Inc.
By: _______________________________________
Xxxxxx X. Xxxx, Senior Vice President
advisory\236.ame
Schedule A
To
Investment Advisory Agreement
Between
Xxxxxxxxxxx Quest For Value Funds
and
OppenheimerFunds, Inc.
------------------------------ ----------------------------------
Name of Series Annual Fee as a Percentage of
Daily Total Net Assets
============================== ==================================
------------------------------ ----------------------------------
Quest Balanced Fund 0.85% of first $5 billion of net
assets
0.75% of next $1 billion of net
assets
0.65% of next $1 billion of net
assets
0.60% of net assets over $7
billion
------------------------------ ----------------------------------
------------------------------ ----------------------------------
Small Cap Value Fund 0.85% of first $400 million of
net assets
0.75% of next $400 million of
net assets
0.60% of net assets over $800
million
------------------------------ ----------------------------------
------------------------------ ----------------------------------
Quest Opportunity Value Fund 1.00% of first $400 million of
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
------------------------------ ----------------------------------
