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AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
Agreement, made the 1st day of January, 2005, by and between
Xxxxxxxxxxx Quest Capital Value Fund, Inc., a Maryland corporation (hereinafter
referred to as the "Company"), and OppenheimerFunds, Inc. (hereinafter referred
to as "OFI").
WHEREAS, the Company is an open-end, diversified management investment
company registered as such with the Securities and Exchange Commission (the
"Commission") pursuant to the Investment Company Act of 1940 (the "Investment
Company Act"), and OFI is an investment adviser registered as such with the
Commission under the Investment Advisers Act of 1940;
WHEREAS, the Company desires that OFI shall act as its investment
adviser pursuant to this Amended and Restated Agreement, which amends and
restates the February 28, 1997, agreement by and between the Company and OFI;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as follows:
1. General Provisions:
The Company hereby employs OFI and OFI hereby undertakes to
act as the investment adviser of the Company, and to perform for the Company
such other duties and functions for the period and on such terms as set forth in
this Agreement. OFI shall, in all matters, give to the Company and its Board of
Directors (the "Directors") the benefit of its best judgment, effort, advice and
recommendations and shall at all times conform to, and use its best efforts to
enable the Company to conform to (i) the provisions of the Investment Company
Act and any rules or regulations thereunder; (ii) any other applicable
provisions of state or Federal law; (iii) the provisions of the Articles of
Incorporation and By-Laws of the Company as amended from time to time; (iv)
policies and determinations of the Directors; (v) the fundamental policies and
investment restrictions as reflected in the registration statement of the
Company under the Investment Company Act or as such policies may, from time to
time, be amended and (vi) the Prospectus and Statement of Additional Information
in effect from time to time. The appropriate officers and employees of OFI shall
be available upon reasonable notice for consultation with any of the Directors
and officers of the Company with respect to any matters dealing with the
business and affairs of the Company including the valuation of portfolio
securities of the Company which are either not registered for public sale or not
traded on any securities market.
2. Investment Management:
(a) OFI shall, subject to the direction and control by the
Directors, (i) regularly provide investment advice and recommendations to the
Company with respect to the investments, investment policies and the purchase
and sale of securities; (ii) supervise continuously the investment program of
the Company and the composition of its portfolio and determine what securities
shall be purchased or sold by the Company; and (iii) arrange, subject to the
provisions of paragraph 7 hereof, for the purchase of securities and other
investments by the Company and the sale of securities and other investments held
in the Company's portfolio.
(b) Provided that the Company shall not be required to pay any
compensation for services under this Agreement other than as provided by the
terms of the Agreement and subject to the provisions of paragraph 7 hereof, OFI
may obtain investment information, research or assistance from any other person,
firm or corporation to supplement, update or otherwise improve its investment
management services including entering into sub-advisory agreements with other
affiliated or unaffiliated registered investment advisers to obtain specialized
services.
(c) Provided that nothing herein shall be deemed to protect
OFI from willful misfeasance, bad faith or gross negligence in the performance
of its duties, or reckless disregard of its obligations and duties under this
Agreement, OFI shall not be liable for any loss sustained by reason of good
faith errors or omissions in connection with any matters to which this Agreement
relates.
(d) Nothing in this Agreement shall prevent OFI or any entity
controlling, controlled by or under common control with OFI or any officer
thereof from acting as investment adviser for any other person, firm or
corporation or in any way limit or restrict OFI or any of its directors,
officers, stockholders or employees from buying, selling or trading any
securities for its or their own account or for the account of others for whom it
or they may be acting, provided that such activities will not adversely affect
or otherwise impair the performance by OFI of its duties and obligations under
this Agreement.
3. Other Duties of OFI:
OFI shall, at its own expense, provide and supervise the
activities of all administrative and clerical personnel as shall be required to
provide effective corporate administration for the Company, including the
compilation and maintenance of such records with respect to its operations as
may reasonably be required; the preparation and filing of such reports with
respect thereto as shall be required by the Commission; composition of periodic
reports with respect to operations of the Company for its shareholders;
composition of proxy materials for meetings of the Company's shareholders; and
the composition of such registration statements as may be required by Federal
and state securities laws for continuous public sale of Shares of the Company.
OFI shall, at its own cost and expense, also provide the Company with adequate
office space, facilities and equipment. OFI shall, at its own expense, provide
such officers for the Company as the Board of Directors may request.
4. Allocation of Expenses:
All other costs and expenses of the Company not expressly
assumed by OFI under this Agreement, or to be paid by OppenheimerFunds
Distributor, Inc., the distributor of the shares of the Company, shall be paid
by the Company, including, but not limited to: (i) interest, taxes and
governmental fees; (ii) brokerage commissions and other expenses incurred in
acquiring or disposing of the portfolio securities and other investments; (iii)
insurance premiums for fidelity and other coverage requisite to its operations;
(iv) compensation and expenses of its Directors other than those affiliated with
OFI; (v) legal and audit expenses; (vi) custodian and transfer agent fees and
expenses; (vii) expenses incident to the redemption of its Shares; (viii)
expenses incident to the issuance of its Shares against payment therefor by or
on behalf of the subscribers thereto; (ix) fees and expenses, other than as
hereinabove provided, incident to the registration under Federal and state
securities laws of Shares of the Company for public sale; (x) expenses of
printing and mailing reports, notices and proxy materials to shareholders of the
Company; (xi) except as noted above, all other expenses incidental to holding
meetings of the Company's shareholders; and (xii) such extraordinary
non-recurring expenses as may arise, including litigation, affecting the Company
and any legal obligation which the Company may have to indemnify its officers
and Directors with respect thereto. Any officers or employees of OFI or any
entity controlling, controlled by, or under common control with OFI who also
serve as officers, Directors or employees of the Company shall not receive any
compensation from the Company for their services.
5. Compensation of OFI:
The Company 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 fee computed on the total net
asset value of the Company as of the close of each business day and payable
monthly at the annual rate set forth on Schedule A hereto.
6. Use of Name "Xxxxxxxxxxx" or "Quest For Value":
OFI hereby grants to the Company a royalty-free, non-exclusive
license to use the name "Xxxxxxxxxxx" or "Quest For Value" in the name of the
Company for the duration of this Agreement and any extensions or renewals
thereof. To the extent necessary to protect OFI's rights to the name
"Xxxxxxxxxxx" or "Quest For Value" under applicable law, such license shall
allow OFI to inspect, subject to control by the Company's Board, control the
nature and quality of services offered by the Company under such name and may,
upon termination of this Agreement, be terminated by OFI, in which event the
Company shall promptly take whatever action may be necessary to change its name
and discontinue any further use of the name "Xxxxxxxxxxx" or "Quest For Value"
in the name of the Company or otherwise. The name "Xxxxxxxxxxx" and "Quest For
Value" may be used or licensed by OFI in connection with any of its activities,
or licensed by OFI to any other party.
7. Portfolio Transactions and Brokerage:
(a) OFI (and any sub-adviser) is authorized, in arranging the
purchase and sale of the portfolio securities of the Company, to employ or deal
with such members of securities or commodities exchanges, brokers or dealers
(hereinafter "broker-dealers"), including "affiliated" broker-dealers (as that
term is defined in the Investment Company Act), as may, in its best judgment,
implement the policy of the Fund to obtain, at reasonable expense, the "best
execution" (prompt and reliable execution at the most favorable security price
obtainable) of the portfolio transactions of the Company as well as to obtain,
consistent with the provisions of subparagraph (c) of this paragraph 7, the
benefit of such investment information or research as will be of significant
assistance to the performance by OFI of its investment management functions.
(b) OFI (and any sub-adviser) shall select broker-dealers to
effect the portfolio transactions of the Company on the basis of its estimate of
their ability to obtain best execution of particular and related portfolio
transactions. The abilities of a broker-dealer to obtain best execution of
particular portfolio transaction(s) will be judged by OFI (or any sub-adviser)
on the basis of all relevant factors and considerations including, insofar as
feasible, the execution capabilities required by the transaction or
transactions; the ability and willingness of the broker-dealer to facilitate the
portfolio transactions of the Company by participating therein for its own
account; the importance to the Company of speed, efficiency or confidentiality;
the broker-dealer's apparent familiarity with sources from or to whom particular
securities might be purchased or sold; as well as any other matters relevant to
the selection of a broker-dealer for particular and related transactions of the
Company.
(c) OFI (and any sub-adviser) shall have discretion, in the
interest of the Company, to allocate brokerage on the portfolio transactions of
the Company to broker-dealers, other than an affiliated broker-dealer, qualified
to obtain best execution of such transactions who provide brokerage and/or
research services (as such services are defined in Section 28(e)(3) of the
Securities Exchange Act of 1934) for the Company and/or other accounts for which
OFI or its affiliates (or any sub-adviser) exercise "investment discretion" (as
that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934)
and to cause the Company to pay such broker-dealers a commission for effecting a
portfolio transaction for the Company that is in excess of the amount of
commission another broker-dealer adequately qualified to effect such transaction
would have charged for effecting that transaction, if OFI (or any sub-adviser)
determines, in good faith, that such commission is reasonable in relation to the
value of the brokerage and/or research services provided by such broker-dealer
viewed in terms of either that particular transaction or the overall
responsibilities of OFI or its affiliates (or any sub-adviser) with respect to
accounts as to which they exercise investment discretion. In reaching such
determination, OFI (or any sub-adviser) will not be required to place or attempt
to place a specific dollar value on the brokerage and/or research services
provided or being provided by such broker-dealer. In demonstrating that such
determinations were made in good faith, OFI (and any sub-adviser) shall be
prepared to show that all commissions were allocated for purposes contemplated
by this Agreement and that the total commissions paid by the Company over a
representative period selected by the Company's Directors were reasonable in
relation to the benefits to the Company.
(d) OFI (or any sub-adviser) shall have no duty or obligation
to seek advance competitive bidding for the most favorable commission rate
applicable to any particular portfolio transactions or to select any
broker-dealer on the basis of its purported or "posted" commission rate but
will, to the best of its ability, endeavor to be aware of the current level of
the charges of eligible broker-dealers and to minimize the expense incurred by
the Company for effecting its portfolio transactions to the extent consistent
with the interests and policies of the Company as established by the
determinations of the Board of Directors of the Company and the provisions of
this paragraph 7.
(e) The Company recognizes that an affiliated broker-dealer:
(i) may act as one of the Company's regular brokers for the Company so long as
it is lawful for it so to act; (ii) may be a major recipient of brokerage
commissions paid by the Company; and (iii) may effect portfolio transactions for
the Company thereof only if the commissions, fees or other renumeration received
or to be received by it are determined in accordance with procedures
contemplated by any rule, regulation or order adopted under the Investment
Company Act for determining the permissible level of such commissions.
8. Duration:
This Agreement will take effect on the date first set forth
above. Unless earlier terminated pursuant to paragraph 9 hereof, this Agreement
shall remain in effect from year to year, so long as such continuance shall be
approved at least annually by the Company's Board of Directors, including the
vote of the majority of the Directors of the Company who are not parties to this
Agreement or "interested persons" (as defined in the Investment Company Act) of
any such party, cast in person at a meeting called for the purpose of voting on
such approval, or by the holders of a "majority" (as defined in the Investment
Company Act) of the outstanding voting securities of the Company, and by such a
vote of the Company's Board of Directors.
9. Termination:
This Agreement may be terminated (i) by OFI at any time
without penalty upon sixty days' written notice to the Company (which notice may
be waived by the Company); or (ii) by the Company at any time without penalty
upon sixty days' written notice to OFI (which notice may be waived by OFI)
provided that such termination by the Company shall be directed or approved by
the vote of a majority of all of the Directors of the Company then in office or
by the vote of the holders of a "majority" of the outstanding voting securities
of the Company (as defined in the Investment Company Act).
10. Assignment or Amendment:
This Agreement may not be amended, or the rights of OFI
hereunder sold, transferred, pledged or otherwise in any manner encumbered
without the affirmative vote or written consent of the holders of the "majority"
of the outstanding voting securities of the Company. This Agreement shall
automatically and immediately terminate in the event of its "assignment," as
defined in the Investment Company Act.
11. Definitions:
The terms and provisions of the Agreement shall be interpreted
and defined in a manner consistent with the provisions and definitions contained
in the Investment Company Act.
Xxxxxxxxxxx Quest Capital Value Fund, Inc.
Attest: /s/Xxxxxxxx X. Xxxxxxxx By: /s/Xxxxxx X. Xxxx
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Xxxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxx, Secretary
OppenheimerFunds, Inc.
Attest: /s/Xxxxxxxx X. Xxxxxxxx By: /s/Xxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxxxx Xxxx X. Xxxxxx, Chairman, President and
Chief Executive Officer
SCHEDULE A
TO
INVESTMENT ADVISORY AGREEMENT
BETWEEN
XXXXXXXXXXX QUEST CAPITAL VALUE FUND, INC.
AND
OPPENHEIMERFUNDS, INC.
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NAME OF FUND ANNUAL FEE AS A PERCENTAGE OF AVERAGE ANNUAL NET ASSETS
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Xxxxxxxxxxx 0.85% of the first $400 million of average annual net assets;
Quest Capital Value Fund, Inc. 0.80% of the next $400 million of average annual net assets;
0.75% of the next $400 million of average annual net assets;
0.65% of the next $400 million of average annual net assets;
0.60% of the next $400 million of average annual net assets; and
0.50% of average annual net assets in excess of $2 billion.
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