AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
WHEREAS, Xxxxxxxxxxx Capital Appreciation Fund, formerly named
Xxxxxxxxxxx Target Fund (hereinafter referred to as the "Fund"), and
OppenheimerFunds, Inc ., formerly named Xxxxxxxxxxx Management Corporation
(hereinafter referred to as "OFI"), have agreed, per a resolution dated December
14, 1995 of the Fund's Board of Trustees, to reduce the Fund's management fee on
assets in excess of $1.5 billion;
NOW, THEREFORE, the Fund and OFI agree as follows:
PARAGRAPH 5. of the Investment Advisory Agreement dated June 20, 1991
between the Fund and OFI is deleted and replaced with the following:
5. Compensation of OFI.
The Fund 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 management fee computed on the
aggregate net assets of the Fund as of the close of each business day and
payable monthly at the following annual rates:
.75% of the first $200 million of aggregate net assets; .72% of the
next $200 million of aggregate net assets; .69% of the next $200
million of aggregate net assets; .66% of the next $200 million of
aggregate net assets; .60% of the next $700 million of aggregate net
assets; and .58% of aggregate net assets in excess of $1.5 billion.
ALL OTHER PROVISIONS of the Investment Advisory Agreement dated June 20, 1991
between the Fund and OFI shall remain in full force and effect.
Date: December 18, 1996
Xxxxxxxxxxx Capital Appreciation Fund
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Secretary
OppenheimerFunds, Inc.
By: /s/ Xxxxxxxxx X. Xxxx
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Xxxxxxxxx X. Xxxx, Vice President
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