SUBADVISORY AGREEMENT
THIS AGREEMENT is made by and between ▇▇▇▇▇▇▇▇▇▇▇ Management
Corporation, a Colorado corporation (the "Adviser"), and OpCap
Advisors, a Delaware general partnership (the "Subadviser"), as of the
date set forth below.
RECITAL
WHEREAS, ▇▇▇▇▇▇▇▇▇▇▇ Quest Global Value Fund, Inc. (the "Fund") is
registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), as an open-end, diversified 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 the date hereof with the Fund (the "Investment Advisory
Agreement"), pursuant to which the Adviser shall act as investment
adviser with respect to the Fund; and
WHEREAS, pursuant to Paragraph 2 of the Investment Advisory
Agreement, the Adviser wishes 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 shares of 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 the
date hereof, 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 Certificate 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 the date hereof (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.
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, ▇▇▇▇▇▇▇▇▇▇▇
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, 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
for a period of eight years, 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 the date hereof, 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, ▇▇▇▇▇▇▇▇▇▇▇
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 15, 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:
▇▇▇▇▇▇▇▇▇▇▇ Management Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President and General Counsel
Telecopier: 212-321-1159
B. if to the Subadviser, to:
Quest For Value Advisors
c/▇ ▇▇▇▇▇▇▇▇▇▇▇ Capital
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary and General Counsel
Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
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 22nd
day of November, 1995.
▇▇▇▇▇▇▇▇▇▇▇ MANAGEMENT CORPORATION
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
ADVISORS
By: ▇▇▇▇▇▇▇▇▇▇▇ FINANCIAL CORP.
a general partner
By:____________________________________
Name:
Title:
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
▇▇▇▇▇▇▇▇▇▇▇ Quest Value Fund, Inc. CA - Capital
Appreciation
▇▇▇▇▇▇▇▇▇▇▇ Quest Global Value Fund, Inc. GL - Global
▇▇▇▇▇▇▇▇▇▇▇ Quest Opportunity Value Fund FX - Flexible Portfolio
▇▇▇▇▇▇▇▇▇▇▇ Quest Small Cap Value Fund SG - Small Company
Growth
▇▇▇▇▇▇▇▇▇▇▇ Quest Growth & Income Value Fund GI - Growth & Income
▇▇▇▇▇▇▇▇▇▇▇ Quest Officers Value Fund To Be Determined