AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
WHEREAS, Xxxxxxxxxxx Quest For Value Funds (hereinafter referred to as the
"Company"), and OppenheimerFunds, Inc. (hereinafter referred to as "OFI"), are
party to an Investment Advisory Agreement dated May 27, 1997 (the "Agreement");
WHEREAS, Xxxxxxxxxxx Quest Opportunity Value Fund (the "Fund") is a
series of the
Company;
WHEREAS, on October 22, 1997 the Company'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 Company and OFI desire to amend the Agreement to reflect
the foregoing
management fee change;
NOW THEREFORE, the Company 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 For Value Funds
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, Secretary
OppenheimerFunds, Inc.
By: /s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx, Vice President
advisory\236.ame
Schedule A
To
Investment Advisory Agreement
Between
Xxxxxxxxxxx Quest For Value Funds
and
OppenheimerFunds, Inc.
Name of Series Annual Fee as a Percentage of Daily
Total Net Assets
============================= ====================================
Growth and Income Value Fund 0.85% of all net assets
Officers Value Fund 1.00% of all net assets
Small Cap Value Fund 1.00% of first $400 million of net
assets
0.90% of next $400 million of net assets
0.85% of net assets over $800 million
Opportunity Value Fund 1.00% of first $400 million of net
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
