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 For Value Funds (the "Company") 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 Company's Declaration of Trust authorizes the Board of
Trustees of the Company to classify or reclassify authorized but unissued shares
of the Company into series of shares representing
interests in various investment portfolios;
WHEREAS, pursuant to such authority, the Company has established the Small
Cap Value Fund (the "Fund");
WHEREAS, the Adviser has entered into an Investment Advisory Agreement as
of November 22, 1995 with the Company (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 Company's Board of Trustees (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 Company or the
Fund in any way or otherwise to serve as or be deemed an agent of the Company or
the Fund.
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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,
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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
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"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.
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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 Company, 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 Company's Declaration of Trust or other
governing document, as
amended from time to time;
D. the provisions of the By-laws of the Company, 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 Company, 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.
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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 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 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.
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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 Company and 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
Company 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 Company or
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, for a period of two years
from the date hereof.
XII. Renewal.
Following the expiration of its initial two-year 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:
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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
Trustees who are not parties to this Agreement or interested persons
of a party to this Agreement (other than as a Trustee 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 Company. 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 Company 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.
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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
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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
c/x Xxxxxxxxxxx Capital
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
Secretary and General Counsel
Telecopier: 000-000-0000
XVII. Questions of Interpretation.
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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 5th day of November
, 1997.
OPPENHEIMERFUNDS, INC.
By:/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Executive Vice President
OPCAP ADVISORS
By:/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
President
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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. CA - Capital Appreciation
Xxxxxxxxxxx Quest Global Value Fund, Inc. GL - Global
Xxxxxxxxxxx Quest Opportunity Value Fund FX - Flexible Portfolio
Xxxxxxxxxxx Quest Small Cap Value Fund SG - Small Company Growth
Xxxxxxxxxxx Quest Growth & Income Value Fund GI - Growth & Income
Xxxxxxxxxxx Quest Officers Value Fund CA - Capital Appreciation
Xxxxxxxxxxx Quest Capital Value Fund, Inc. CA - Capital Appreciation
ADVISORY\251SUB.WPD
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