AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
WHEREAS, Xxxxxxxxxxx Quest Value Fund, Inc. (hereinafter referred to
as the "Fund"), and OppenheimerFunds, Inc . (hereinafter referred to as
"OFI"), are party to an Investment Advisory Agreement dated June 2, 1997
(the "Agreement");
WHEREAS, on October 22, 1997 the Fund's Board of Trustees approved a
reduction in the Fund's annual management fee rate on assets in excess of
$4 billion and $8 billion; and
WHEREAS, the Fund and OFI desire to amend the Agreement to reflect the
foregoing management fee change;
NOW THEREFORE, the Fund 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: October 22, 1997
Xxxxxxxxxxx Quest Value Fund, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, Secretary
OppenheimerFunds, Inc.
By: /s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx, Vice President
advisory\225.ame
SCHEDULE A
TO
INVESTMENT ADVISORY AGREEMENT
BETWEEN
XXXXXXXXXXX QUEST VALUE FUND, INC.
AND
OPPENHEIMERFUNDS, INC.
NAME OF FUND ANNUAL FEE AS A PERCENTAGE OF DAILY
TOTAL NET
ASSETS
============================= =======================================
Xxxxxxxxxxx Quest Value Fund, 1.00% of first $400 million of net
Inc. assets
0.90% of next $400 million of net assets 0.85% of
next $3.2 billion of net assets 0.80% of next $4
billion of net assets 0.75% of net assets over $8
billion
