SUBADVISORY AGREEMENT
THIS AGREEMENT is made by and between OppenheimerFunds, Inc., a
Colorado corporation (the "Adviser"), and OpCap Advisors, a Delaware general
partnership (the "Subadviser"), as of the date set forth below.
RECITAL
WHEREAS, Xxxxxxxxxxx Quest Value Fund, Inc. (the "Fund") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end, management investment company;
WHEREAS, the Adviser is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), as an investment adviser and engages in
the business of acting as an investment adviser;
WHEREAS, the Subadviser is registered under the Advisers Act as an
investment adviser and engages in the business of acting as an investment
adviser;
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
as of June 2, 1997, as amended on October 22, 1997, with the Fund (the
"Investment Advisory Agreement"), pursuant to which the Adviser acts as
investment adviser with respect to the Fund; and
WHEREAS, pursuant to Paragraph 2 of the Investment Advisory Agreement,
the Adviser has retained and wishes to continue to retain the Subadviser for
purposes of rendering investment advisory services to the Adviser in connection
with the Fund upon the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt of which are
hereby acknowledged, the parties hereto agree as follows:
I. Appointment and Obligations of the Adviser.
The Adviser hereby appoints the Subadviser to render, to the Adviser
with respect to the Fund, investment research and advisory services as set forth
below in Section II, under the supervision of the Adviser and subject to the
approval and direction of the Fund's Board of Directors (the "Board"), and the
Subadviser hereby accepts such appointment, all subject to the terms and
conditions contained herein. The Subadviser shall, for all purposes herein, be
deemed an independent contractor and shall not have, unless otherwise expressly
provided or authorized, any authority to act for or represent the Fund in any
way or otherwise to serve as or be deemed an agent of the Fund.
II. Duties of the Subadviser and the Adviser.
A. Duties of the Subadviser.
The Subadviser shall regularly provide investment advice with respect
to the Fund and shall, subject to the terms of this Agreement, continuously
supervise the investment and reinvestment of cash, securities and instruments or
other property comprising the assets of the Fund, and in furtherance thereof,
the Subadviser's duties shall include:
1. Obtaining and evaluating pertinent information about
significant developments and economic, statistical and
financial data, domestic, foreign or otherwise, whether
affecting the economy generally or the Fund, and whether
concerning the individual issuers whose securities are
included in the Fund or the activities in which such issuers
engage, or with respect to securities which the Subadviser
considers desirable for inclusion in the Fund's investment
portfolio;
2. Determining which securities shall be purchased, sold or
exchanged by the Fund or otherwise represented in the Fund's
investment portfolio and regularly reporting thereon to the
Adviser and, at the request of the Adviser, to the Board;
3. Formulating and implementing continuing programs for the
purchases and sales of the securities of such issuers and
regularly reporting thereon to the Adviser and, at the request of
the Adviser, to the Board; and
4. Taking, on behalf of the Fund, all actions that appear to
the Subadviser necessary to carry into effect such investment
program, including the placing of purchase and sale orders,
and making appropriate reports thereon to the Adviser and the
Board.
B. Duties of the Adviser.
The Adviser shall retain responsibility for, among other things,
providing the following advice and services with respect to the Fund:
1. Without limiting the obligation of the Subadviser to so comply, the Adviser
shall monitor the investment program maintained by the Subadviser for the
Fund to ensure that the Fund's assets are invested in compliance with this
Agreement and the Fund's Registration Statement, as currently in effect
from time to time; and
2. The Adviser shall oversee matters relating to Fund promotion, including,
but not limited to, marketing materials and the Subadviser's reports to the
Board.
III. Representations, Warranties and Covenants.
A. Representations, Warranties and Covenants of the Subadviser.
1. Organization. The Subadviser is now, and will continue to be, a general
partnership duly formed and ------------ validly existing under the laws of
its jurisdiction of formation, fully authorized to enter into this
Agreement and carry out its duties and obligations hereunder.
2. Registration. The Subadviser is registered as an investment adviser with
the Securities and Exchange Commission (the "SEC") under the Advisers Act,
and is registered or licensed as an investment adviser under the laws of
all jurisdictions in which its activities require it to be so registered or
licensed, except where the failure to be so licensed would not have a
material adverse effect on the Subadviser. The Subadviser shall maintain
such registration or license in effect at all times during the term of this
Agreement.
3. Best Efforts. The Subadviser at all times shall provide its best judgment
and effort to the Adviser and ------------ the Fund in carrying out its
obligations hereunder.
4. Other Covenants. The Subadviser further agrees that: ---------------
a. it will use the same skill and care in providing such
services as it uses in providing services to other accounts for
which it has investment management responsibilities;
b. it will not make loans to any person to purchase or carry
units of beneficial interest in the Fund
or make loans to the Fund;
c. it will report regularly to the Fund and to the Adviser
and will make appropriate persons available for the purpose of
reviewing with representatives of the Adviser on a regular basis
the management of the Fund, including, without limitation, review
of the general investment strategy of the Fund, economic
considerations and general conditions affecting the marketplace;
d. as required by applicable laws and regulations, it will
maintain books and records with respect to the Fund's securities
transactions and it will furnish to the Adviser and to the Board
such periodic and special reports as the Adviser or the Board may
reasonably request;
e. it will treat confidentially and as proprietary
information of the Fund all records and other information
relative to the Fund, and will not use records and information
for any purpose other than performance of its responsibilities
and duties hereunder, except after prior notification to and
approval in writing by the Fund or when so requested by the Fund
or required by law or regulation;
f. it will, on a continuing basis and at its own expense,
(1) provide the distributor of the Fund (the "Distributor") with
assistance in the distribution and marketing of the Fund in such
amount and form as the Adviser may reasonably request from time
to time, and (2) use its best efforts to cause the portfolio
manager or other person who manages or is responsible for
overseeing the management of the Fund's portfolio (the "Portfolio
Manager") to provide marketing and distribution assistance to the
Distributor, including, without limitation, conference calls,
meetings and road trips, provided that each Portfolio Manager
shall not be required to devote more than 10% of his or her time
to such marketing and distribution activities;
g. it will use its reasonable best efforts (i) to retain the
services of the Portfolio Manager who manages the portfolio of
the Fund, from time to time and (ii) to promptly obtain the
services of a Portfolio Manager acceptable to the Adviser if the
services of the Portfolio Manager are no longer available to the
Subadviser;
h. it will, from time to time, assure that each Portfolio
Manager is acceptable to the Adviser;
i. it will obtain the written approval of the Adviser prior
to designating a new Portfolio Manager; provided, however, that,
if the services of a Portfolio Manager are no longer available to
the Subadviser due to circumstances beyond the reasonable control
of the Subadviser (e.g., voluntary resignation, death or
disability), the Subadviser may designate an interim Portfolio
Manager who (a) shall be reasonably acceptable to the Adviser and
(b) shall function for a reasonable period of time until the
Subadviser designates an acceptable permanent replacement; and
j. it will promptly notify the Adviser of any impending
change in Portfolio Manager, portfolio management or any other
material matter that may require disclosure to the Board,
shareholders of the Fund or dealers.
B. Representations, Warranties and Covenants of the Adviser.
1. Organization. The Adviser is now, and will continue to
be, duly organized and in good standing under the ------------
laws of its state of incorporation, fully authorized to enter
into this Agreement and carry out its duties and obligations
hereunder.
2. Registration. The Adviser is registered as an investment
adviser with the SEC under the Advisers Act, and is registered
or licensed as an investment adviser under the laws of all
jurisdictions in which its activities require it to be so
registered or licensed. The Adviser shall maintain such
registration or license in effect at all times during the term
of this Agreement.
3. Best Efforts. The Adviser at all times shall provide its
best judgment and effort to the Fund in carrying out its
obligations hereunder. For a period of five years from
November 22, 1995, and subject to the Adviser's fiduciary
obligations to the Fund and its shareholders, the Adviser will
not recommend to the Board that the Fund be reorganized into
another Fund unless the total net assets of the Fund are less
than $100 million at the time of such reorganization.
IV. Compliance with Applicable Requirements.
In carrying out its obligations under this Agreement, the Subadviser
shall at all times conform to:
A. all applicable provisions of the 1940 Act and any rules and regulations
adopted thereunder;
B. the provisions of the registration statement of the Fund, as the same may be
amended from time to time, under the Securities Act of 1933, as amended, and the
1940 Act;
C. the provisions of the Fund's Articles of Incorporation or other governing
document, as amended from time to time;
D. the provisions of the By-laws of the Fund, as amended from time to time;
E. any other applicable provisions of state or federal law; and
F. guidelines, investment restrictions, policies, procedures or instructions
adopted or issued by the Fund or the Adviser from time to time.
The Adviser shall promptly notify the Subadviser of any changes or
amendments to the provisions of B., C., D. and F. above when such changes or
amendments relate to the obligations of the Subadviser.
V. Control by the Board.
Any investment program undertaken by the Subadviser pursuant to this
Agreement, as well as any other activities undertaken by the Subadviser with
respect to the Fund, shall at all times be subject to any directives of the
Adviser and the Board.
VI. Books and Records.
The Subadviser agrees that all records which it maintains for the Fund
on behalf of the Adviser are the property of the Fund and further agrees to
surrender promptly to the Fund or to the Adviser any of such records upon
request. The Subadviser further agrees to preserve for the periods prescribed by
applicable laws, rules and regulations all records required to be maintained by
the Subadviser on behalf of the Adviser under such applicable laws, rules and
regulations, or such longer period as the Adviser may reasonably request from
time to time.
VII. Broker-Dealer Relationships.
A. Portfolio Trades.
The Subadviser, at its own expense, and to the extent
appropriate, in consultation with the Adviser, shall place all orders for the
purchase and sale of portfolio securities for the Fund with brokers or dealers
selected by the Subadviser, which may include, to the extent permitted by the
Adviser and the Fund, brokers or dealers affiliated with the Subadviser. The
Subadviser shall use its best efforts to seek to execute portfolio transactions
at prices that are advantageous to the Fund and at commission rates that are
reasonable in relation to the benefits received.
B. Selection of Broker-Dealers.
With respect to the execution of particular transactions, the
Subadviser may, to the extent permitted by the Adviser and the Fund, select
brokers or dealers who also provide brokerage and research services (as those
terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as
amended) to the Fund and/or the other accounts over which the Subadviser or its
affiliates exercise investment discretion. The Subadviser is authorized to pay a
broker or dealer who provides such brokerage and research services a commission
for executing a portfolio transaction for the Fund that is in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction if the Subadviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer. This determination may be viewed in
terms of either that particular transaction or the overall responsibilities that
the Subadviser and its affiliates have with respect to accounts over which they
exercise investment discretion. The Adviser, Subadviser and the Board shall
periodically review the commissions paid by the Fund to determine, among other
things, if the commissions paid over representative periods of time were
reasonable in relation to the benefits received.
C. Soft Dollar Arrangements.
The Subadviser may enter into "soft dollar" arrangements
through the agency of third parties on behalf of the Adviser. Soft dollar
arrangements for services may be entered into in order to facilitate an
improvement in performance in respect of the Subadviser's service to the Adviser
with respect to the Fund. The Subadviser makes no direct payments but instead
undertakes to place business with broker-dealers who in turn pay third parties
who provide these services. Soft dollar transactions will be conducted on an
arm's-length basis, and the Subadviser will secure best execution for the
Adviser. Any arrangements involving soft dollars and/or brokerage services shall
be effected in compliance with Section 28(e) of the Securities Exchange Act of
1934, as amended, and the policies that the Adviser and the Board may adopt from
time to time. The Subadviser agrees to provide reports to the Adviser as
necessary for purposes of providing information on these arrangements to the
Board.
VIII. Compensation.
A. Amount of Compensation. The Adviser shall pay the Subadviser,
as compensation for services rendered hereunder, from its own
assets, an annual fee, payable monthly, equal to 40% of the
investment advisory fee and administration fee collected by
the Adviser from the Fund, based on the total net assets of
the Fund existing as of November 22, 1995 (the "base amount"),
plus 30% of the advisory fee and administration fee collected
by the Adviser, based on the total net assets of the Fund that
exceed the base amount (the "marginal amount"), in each case
calculated after any waivers, voluntary or otherwise.
B. Calculation of Compensation. Except as hereinafter set forth,
compensation under this Agreement shall be calculated and
accrued on the same basis as the advisory fee paid to the
Adviser by the Fund. If this Agreement becomes effective
subsequent to the first day of a month or shall terminate
before the last day of a month, compensation for that part of
the month this Agreement is in effect shall be prorated in a
manner consistent with the calculation of the fees set forth
above.
C. Payment of Compensation: Subject to the provisions of this
paragraph, payment of the Subadviser's compensation for
----------------------- the preceding month shall be made within 15 days
after the end of the preceding month.
D. Reorganization of the Fund. If the Fund is reorganized with
another investment company for which the Subadviser does not
serve as an investment adviser or subadviser, and the Fund is
the surviving entity, the subadvisory fee payable under this
section shall be adjusted in an appropriate manner as the
parties may agree.
IX. Allocation of Expenses.
The Subadviser shall pay the expenses incurred in providing services in
connection with this Agreement, including, but not limited to, the salaries,
employment benefits and other related costs of those of its personnel engaged in
providing investment advice to the Fund hereunder, including, without
limitation, office space, office equipment, telephone and postage costs and
other expenses. In the event of an "assignment" of this Agreement, other than an
assignment resulting solely by action of the Adviser or an affiliate thereof,
the Subadviser shall be responsible for payment of all costs and expenses
incurred by the Adviser and the Fund relating thereto, including, but not
limited to, reasonable legal, accounting, printing and mailing costs related to
obtaining approval of Fund shareholders.
X. Non-Exclusivity.
The services of the Subadviser with respect to the Fund are not to be
deemed to be exclusive, and the Subadviser shall be free to render investment
advisory and administrative or other services to others (including other
investment companies) and to engage in other activities, subject to the
provisions of a certain Agreement Not to Compete dated as of November 22, 1995
among the Adviser, Xxxxxxxxxxx Capital, the Subadviser and Quest For Value
Distributors (the "Agreement Not to Compete"). It is understood and agreed that
officers or directors of the Subadviser may serve as officers or directors of
the Adviser or of the Fund; that officers or directors of the Adviser or of the
Fund may serve as officers or directors of the Subadviser to the extent
permitted by law; and that the officers and directors of the Subadviser are not
prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers, directors
or trustees of any other firm or trust, including other investment advisory
companies (subject to the provisions of the Agreement Not to Compete) provided
it is permitted by applicable law and does not adversely affect the Fund.
XI. Term.
This Agreement shall become effective at the close of business on the
date hereof and shall remain in force and effect, subject to Paragraphs XII.A
and XII.B hereof and approval by the Fund's shareholders, until December 31,
2000.
XII. Renewal.
Following the expiration of its initial term, the Agreement shall
continue in full force and effect from year to year until November 22, 2005,
provided that such continuance is specifically approved:
A. at least annually (1) by the Board or by the vote of a
majority of the Fund's outstanding voting securities (as
defined in Section 2(a)(42) of the 1940 Act), and (2) by the
affirmative vote of a majority of the Directors who are not
parties to this Agreement or interested persons of a party to
this Agreement (other than as a Director of the Fund), by
votes cast in person at a meeting specifically called for such
purpose; or
B. by such method required by applicable law, rule or regulation then in
effect.
XIII. Termination.
A. Termination by the Fund. This Agreement may be terminated at
any time, without the payment of any penalty, by vote of the
Board or by vote of a majority of the Fund's outstanding
voting securities, on sixty (60) days' written notice. The
notice provided for herein may be waived by the party required
to be notified.
B. Assignment. This Agreement shall automatically terminate in
the event of its "assignment," as defined in Section 2 (a) (4)
of the 1940 Act. In the event of an assignment that occurs
solely due to the change in control of the Subadviser
(provided that no condition exists that permits, or, upon the
consummation of the assignment, will permit, the termination
of this Agreement by the Adviser pursuant to Section XIII. D.
hereof), the Adviser and the Subadviser, at the sole expense
of the Subadviser, shall use their reasonable best efforts to
obtain shareholder approval of a successor Subadvisory
Agreement on substantially the same terms as contained in this
Agreement.
C. Payment of Fees After Termination. Notwithstanding the termination
of this Agreement prior to the tenth anniversary
--------------------------------- of November 22, 1995, the Adviser shall
continue to pay to the Subadviser the subadvisory fee for the term of this
Agreement and any renewals thereof through such tenth anniversary, if: (1)
the Adviser or the Fund terminates this Agreement for a reason other than
the reasons set forth in Section XIII.D. hereof, provided the Investment
Advisory Agreement remains in effect; (2) the Fund reorganizes with another
investment company advised by the Adviser (or an affiliate of the Adviser)
and for which the Subadviser does not serve as an investment adviser or
subadviser and such other investment company is the surviving entity; or
(3) the Investment Advisory Agreement terminates (i) by reason of an
"assignment;" (ii) because the Adviser is disqualified from serving as an
investment adviser; or (iii) by reason of a voluntary termination by the
Adviser; provided that the Subadviser does not serve as the investment
adviser or subadviser of the Fund after such termination of the Investment
Advisory Agreement. The amount of the subadvisory fee paid pursuant to this
section shall be calculated on the basis of the Fund's net assets measured
at the time of such termination or such reorganization. Notwithstanding
anything to the contrary, if the Subadviser terminates this Agreement or if
this Agreement is terminated by operation of law, due solely to an act or
omission by the Subadviser, Xxxxxxxxxxx Capital ("OpCap") or their
respective partners, subsidiaries, directors, officers, employees or agents
(other than by reason of an "assignment"of this Agreement), then the
Adviser shall not be liable for any further payments under this Agreement,
provided, however, that if at any time prior to the end of the term of the
Agreement Not to Compete any event that would have permitted the
termination of this Agreement by the Adviser pursuant to Section XIII. D.
(3) hereof occurs, the Adviser shall be under no further obligation to pay
any subadvisory fees.
D. Termination by the Adviser. The Adviser may terminate this
Agreement without penalty and without the payment of any
-------------------------- fee or penalty, immediately after giving written
notice, upon the occurrence of any of the following events:
1. The Fund's investment performance of the Fund's Class
A shares compared to the appropriate universe of
Class A shares (or their equivalent), as set forth on
Schedule D-1, as amended from time to time, ranks in
the bottom quartile for two consecutive calendar
years (beginning with the calendar year 1995) and
earns a Morningstar three-year rating of less than
three (3) stars at the time of such termination; or
2. Any of the Subadviser, OpCap, their respective
partners, subsidiaries, affiliates, directors,
officers, employees or agents engages in an action or
omits to take an action that would cause the
Subadviser or OpCap to be disqualified in any manner
under Section 9(a) of the 1940 Act, if the SEC were
not to grant an exemptive order under Section 9(c)
thereof or that would constitute grounds for the SEC
to deny, revoke or suspend the registration of the
Subadviser as an investment adviser with the SEC;
3. Any of OpCap, the Subadviser, their respective
partners, subsidiaries, affiliates, directors,
officers, employees or agents causes a material
violation of the Agreement Not to Compete which is
not cured in accordance with the provisions of that
agreement; or
4. The Subadviser breaches the representations contained in Paragraph
III.A.4.i. of this Agreement or any other material provision of this Agreement,
and any such breach is not cured within a reasonable period of time after notice
thereof from the Adviser to the Subadviser. However, consistent with its
fiduciary obligations, for a period of seven months the Adviser will not
terminate this Agreement solely because the Subadviser has failed to designate
an acceptable permanent replacement to a Portfolio Manager whose services are no
longer available to the Subadviser due to circumstances beyond the reasonable
control of the Subadviser, provided that the Subadviser uses its reasonable best
efforts to promptly obtain the services of a Portfolio Manager acceptable to the
Adviser and further provided that the Adviser has not unreasonably withheld
approval of such replacement Portfolio Manager.
E. Transactions in Progress upon Termination. The Adviser and
Subadviser will cooperate with each other to ensure that
portfolio or other transactions in progress at the date of
termination of this Agreement shall be completed by the
Adviser in accordance with the terms of such transactions, and
to this end the Subadviser shall provide the Adviser with all
necessary information and documentation to secure the
implementation thereof.
XIV. Non-Solicitation.
During the term of this Agreement, the Adviser (and its affiliates
under its control) shall not solicit or knowingly assist in the solicitation of
any Portfolio Manager of the Fund or any portfolio assistant of the Fund then
employed by the Subadviser or OpCap, provided, however, that the Adviser (or its
affiliates) may solicit or hire any such individual who (A) the Subadviser or
OpCap (or its affiliates) has terminated or (B) has voluntarily terminated his
or her employment with the Subadviser, OpCap (or its affiliates) without
inducement of the Adviser (or its affiliates under its control) prior to the
time of such solicitation. Advertising in general circulation newspapers or
industry newsletters by the Adviser shall not constitute "inducement" by the
Adviser (or its affiliates under its control).
XV. Liability of the Subadviser.
In the absence of willful misfeasance, bad faith, negligence or
reckless disregard of obligations or duties hereunder on the part of the
Subadviser or any of its officers, directors or employees, the Subadviser shall
not be subject to liability to the Adviser for any act or omission in the course
of, or connected with, rendering services hereunder or for any losses that may
be sustained in the purchase, holding or sale of any security; provided,
however, that the foregoing shall not be construed to relieve the Subadviser of
any liability it may have arising under the Agreement Not to Compete or the
Acquisition Agreement dated August 17, 1995, among the Subadviser, the Adviser
and certain affiliates of the Subadviser.
XVI. Notices.
Any notice or other communication required or that may be given
hereunder shall be in writing and shall be delivered personally, telecopied,
sent by certified, registered or express mail, postage prepaid or sent by
national next-day delivery service and shall be deemed given when so delivered
personally or telecopied, or if mailed, two days after the date of mailing, or
if by next-day delivery service, on the business day following delivery thereto,
as follows or to such other location as any party notifies any other party:
A. if to the Adviser, to:
OppenheimerFunds, Inc.
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxx
Executive Vice President and General Counsel
Telecopier: 212-321-1159
B. if to the Subadviser, to:
OpCap Advisors
x/x Xxxxxxxxxxx Xxxxxxx
0000 Xxxxxx of the Americas
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxx X. Xxxx
Secretary
Telecopier: 000-000-0000
XVII. Questions of Interpretation.
This Agreement shall be governed by the laws of the State of New York
applicable to agreements made and to be performed entirely within the State of
New York (without regard to any conflicts of law principles thereof). Any
question of interpretation of any term or provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the 1940 Act
shall be resolved by reference to such term or provision of the 1940 Act and to
interpretations thereof, if any, by the United States Courts or, in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the SEC issued pursuant to the 1940 Act. In addition, where the effect of a
requirement of the 1940 Act reflected in any provision of this Agreement is
revised by rule, regulation or order of the SEC, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
XVIII. Form ADV - Delivery.
The Adviser hereby acknowledges that it has received from the
Subadviser a copy of the Subadviser's Form ADV, Part II as currently filed, at
least 48 hours prior to entering into this Agreement and that it has read and
understood the disclosures set forth in the Subadviser's Form ADV, Part II.
XIX. Miscellaneous.
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors.
XX. Counterparts.
This Agreement may be executed in counterparts, each of which shall
constitute an original and both of which, collectively, shall constitute one
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers as of the 17th day of March,
2000.
OPPENHEIMERFUNDS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Executive Vice President &
General Counsel
OPCAP ADVISORS
By: /s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
Senior Vice President &
Secretary
SCHEDULE XIII.D.1
The universe of funds to which Class A shares of funds subadvised by
OpCap Advisors will be compared to so that it can be determined in which
quartile the performance ranks shall consist of those funds with the same Lipper
investment objective being offered as the only class of shares of such fund or,
in the case where there is more than one class of shares being offered, with a
front-end load (typically referred to as Class A shares).
The present Lipper investment objective categories for the funds are:
Fund Lipper Category
Xxxxxxxxxxx Quest Value Fund, Inc. .............................Large Cap Value
Xxxxxxxxxxx Quest Global Value Fund, Inc. ..................... Global
Xxxxxxxxxxx Quest Opportunity Value Fund ....................Flexible Portfolio
Xxxxxxxxxxx Quest Small Cap Value Fund ......................Small Cap Value
Xxxxxxxxxxx Quest Balanced Value Fund .......................Balanced
Xxxxxxxxxxx Quest Capital Value Fund, Inc. ......................Multi-Cap Value
