AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
WHEREAS, Xxxxxxxxxxx Quest Capital 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
February 28, 1997 (the Agreement");
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 Capital Value Fund, Inc.
/s/ Xxxxxx X. Xxxx
By: _______________________________________
Xxxxxx X. Xxxx, Secretary
OppenheimerFunds, Inc.
/s/ Xxxxxx X. Xxxx
By: _______________________________________
Xxxxxx X. Xxxx, Senior Vice President
Schedule A
To
Investment Advisory Agreement
Between
Xxxxxxxxxxx Quest Capital Value Fund, Inc.
And
OppenheimerFunds, Inc.
--------------------------------- -------------------------------------
Name of Fund Annual Fee as a Percentage of
Average Daily Net Assets
================================= =====================================
--------------------------------- -------------------------------------
Xxxxxxxxxxx Quest Capital Value 0.90% of first $400 million of net
Fund, 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
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