AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made the 1st day of January, 2005, by and between
Xxxxxxxxxxx Quest 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 Agreement, which amends and restates the Investment
Advisory Agreement dated June 2, 1997, 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 judgement, 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 Certificate 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 advise 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; and(iii) arrange, subject to the provisions of
paragraph 7 hereof, for the purchase of securities of the Company and the sale
of securities and other investments held in the 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 advisors 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 expenses, 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 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 thereof 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 thereof 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 Advisor) 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 Advisor) 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 Advisor)
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 Advisor) 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-dealers,
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 Advisor) 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 Advisor) 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
Advisor) with respect to accounts as to which they exercise investment
discretion. In reaching such determination, OFI (or any Sub Advisor) 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
Advisor) 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 Advisor) 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 or a Series
thereof 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 or a Series thereof only if the commissions, fees
or other remuneration 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 Value Fund, Inc.
Attest: /s/Xxxxxxxx X. Xxxxxxxx By:/s/Xxxxxx X. Xxxx
----------------------- ----------------------------------
Xxxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxx, Secretary
OppenheimerFunds, Inc.
Attest: /s/Xxxxxxxx X. Xxxxxxxx By:/s/Xxxx X. Xxxxxx
----------------------- -----------------------------------
Xxxxxxxx X. Xxxxxxxx Xxxx X. Xxxxxx, Chairman, President
and Chief Executive Officer
SCHEDULE A
TO
INVESTMENT ADVISORY AGREEMENT
BETWEEN
XXXXXXXXXXX QUEST VALUE FUND, INC.
AND
OPPENHEIMERFUNDS, INC.
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NAME OF FUND ANNUAL FEE AS A PERCENTAGE OF AVERAGE ANNUAL NET ASSETS
================================ ===========================================================================
Xxxxxxxxxxx 0.75% of the first $200 million of average annual net assets;
Quest Value Fund, Inc. 0.72% of the next $200 million of average annual net assets;
0.69% of the next $200 million of average annual net assets;
0.66% of the next $200 million of average annual net assets;
0.60% of the next $700 million of average annual net assets;
0.58% of the next $1 billion of average annual net assets; and
0.56% of average annual net assets in excess of $2.5 billion.
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