Exhibit 24(b)(5)(ii)
AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
WHEREAS, Xxxxxxxxxxx Growth Fund, formerly Xxxxxxxxxxx Special
Fund (hereinafter referred to as the "Fund"), and OppenheimerFunds,
Inc ., formerly 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
October 22 1990 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
October 22, 1990 between the Fund and OFI shall remain in full
force and effect.
XXXXXXXXXXX GROWTH 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
