ADMINISTRATION AGREEMENT
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AGREEMENT made January 1, 2005, by and between Xxxxxxxxxxx Quest
International Value Fund, Inc., a Maryland corporation (the "Company") and
OppenheimerFunds, Inc., a Colorado corporation (the "Administrator").
WHEREAS, the Company is an open-end, diversified, management investment
company registered with the Securities and Exchange Commission (the
"Commission") pursuant to the Investment Company Act of 1940 (the "1940 Act")
and the Administrator is engaged in the business of providing investment
management and advisory services;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the Company and the Administrator agree as follows:
1. General Provisions:
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The Company hereby employs the Administrator and the
Administrator hereby undertakes to act as the corporate administrator of the
Company and to perform for the Company such other duties and functions for
the period and on such terms as are set forth in this Agreement. In
performing its duties hereunder, the Administrator shall at all times conform
to, and use its best efforts to enable the Company to conform to:
(a) the provisions of the 1940 Act and any rules or regulations
thereunder;
(b) any other applicable provisions of state or federal law;
(c) the provisions of the articles of incorporation and by-laws
of the Company as amended from time to time;
(d) the policies and determinations of the Company's Board of
Directors;
(e) the investment objectives and policies and investment
restrictions of the Company as reflected in its
registration statement under the 1940 Act or as such
objectives, policies and restrictions may from time to time
be amended; and
(f) the Prospectus, if any, of the Company in effect from time
to time. The appropriate officers and employees of the
Administrator shall be available upon reasonable notice for
consultation with any of the Company's directors or
officers with respect to any matters relating to the
Administrator's duties and functions under this Agreement.
2. Administration:
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(a) the Administrator shall, subject to the direction and control
of the Company's Board of Directors: (i) provide the Company with
adequate office space, facilities, equipment and personnel; (ii)
determine and publish the Company's net asset value in accordance with
such policies as may be adopted from time to time by the Company's
Board of Directors; (iii) compile and maintain the Company's books and
records with respect to its operations as required by Rule 31a-1 under
the 1940 Act and such other records as may reasonably be required; (iv)
prepare the Company's proxy materials for annual and special meetings
of the Company's shareholders, as well as semi-annual reports to
shareholders; (v) prepare such financial or other information required
for the Company's reports to the Commission; and (vi) respond to, or
refer to the Company's officers or transfer agents, shareholders'
inquiries relating to the Company.
(b) so long as the Administrator shall have acted with due care
and in good faith, the Administrator shall not be liable to the
Company, its shareholders or others for losses resulting from any error
in judgement, mistake of law or any other act or omission in the course
of or connected with, rendering services hereunder. Nothing herein
contained shall, however, be construed to protect the Administrator
against any liability to the Company or its shareholders arising out of
the Administrator's willful misfeasance, bad faith or gross negligence
in the performance of its duties or reckless disregard of its
obligations and duties under this Agreement.
(c) nothing in this Agreement shall prevent the Administrator or
any entity controlling, controlled by or under common control with the
Administrator or any officer thereof from acting as an administrator or
an investment adviser for any other person, firm or corporation and
shall not in any way limit or restrict the activities of the
Administrator or any entity controlling, controlled by or under common
control with the Administrator or any of its directors, officers,
stockholders or employees if such activities will not adversely affect
or otherwise impair the performance by the Administrator of its duties
and obligations under this Agreement.
3. Allocation of Expenses:
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The Administrator will bear all costs and expenses of its
employees and overhead incurred by it in connection with its duties
hereunder. All other expenses (other than those to be paid by the Company's
investment adviser under an investment advisory agreement, by any underwriter
under an underwriting agreement concerning the Company's shares or by the
Company's distributor under a distribution agreement), shall be paid by the
Company, including, but not limited to:
(a) interest expense, taxes and governmental fees;
(b) brokerage commissions and other expenses incurred in
acquiring or disposing of the Company's portfolio securities;
(c) insurance premiums for fidelity and other coverage requisite
to the Company's operations;
(d) fees of the Company's directors other than those who are
interested persons of the Administrator and out-of-pocket travel expenses for
all directors and other expenses incurred by the Company in connection with
directors' meetings;
(e) outside legal and audit expenses;
(f) custodian, dividend disbursing and transfer agent fees and
expenses;
(g) expenses in connection with the issuance, offering,
distribution, sale or underwriting of securities issued by the Company,
including preparation of stock certificates;
(h) fees and expenses, other than as hereinabove provided,
incident to the registration or qualification of the Company's shares for
sale with the Commission and in various states and foreign jurisdictions;
(i) expenses of printing and mailing reports and notices and
proxy material to the Company's shareholders;
(j) all other expenses incidental to holding regular annual
meetings of the Company's shareholders;
(k) such extraordinary non-recurring expenses as may arise,
including litigation affecting the Company and the legal litigation affecting
the Company and the legal obligation which the Company may have to indemnify
its officers and directors with respect thereto.
Notwithstanding the foregoing, the Administrator shall pay all
salaries and fees of the Company's officers and directors who are interested
persons of the Administrator.
4. Compensation of the Administrator:
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The Company agrees to pay the Administrator and the Administrator
agrees to accept as full compensation for the performance of all its
functions and duties to be performed hereunder, an annual fee equal to an
amount computed by applying an annual percentage rate of 0.25% to the
Company's daily net assets. Determination of net asset value will be made in
accordance with the policies disclosed in the Company's registration
statement under the 0000 Xxx. The fee is payable at the end of each calendar
month.
5. Duration:
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This Agreement will become effective as of the date hereof. This
Agreement will continue in effect (unless sooner terminated in accordance
with this Agreement) for successive periods of twelve months so long as each
continuance shall be specifically approved at least annually by (1) the vote
of a majority of those directors who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such approval, (2) a majority of the Board of
Directors of the Company or by a vote of a majority of the outstanding voting
securities of the Company.
6. Termination:
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This Agreement may be terminated (i) by the Administrator at any
time, without payment of any penalty upon giving the Company one hundred
twenty (120) days' written notice (which notice may be waived by the Company)
or (ii) by the Company at any time, without payment of any penalty upon sixty
(60) days' written notice to the Administrator (which notices may be waived
by the Administrator), provided that such termination by the Company shall be
directed or approved by the vote of the majority of all of the directors of
the Company or by the vote of a majority of the outstanding voting securities
of the Company.
7. Assignment or Amendment:
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This Agreement may be amended only if such amendment is
specifically approved by (i) the vote of the outstanding voting securities of
the Company and (ii) a majority of the Board of Directors of the Company,
including a majority of those directors who are not parties to this Agreement
or interested persons of any such party, cast in person at a meeting called
for the purpose of voting on such approval. This Agreement shall
automatically and immediately terminate in the event of its assignment as
defined in the 1940 Act and the rule thereunder.
8. Governing Law:
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This Agreement shall be interpreted in accordance with the laws
of the State of New York and the applicable provisions of the 1940 Act and
the rules thereunder. To the extent that the applicable laws of the State of
New York, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
9. Severability.
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If any provisions of this Agreement shall be held or made
unenforceable by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected hereby.
10. As used in this Agreement, the terms "interested person" and
"vote of a majority of the outstanding voting securities of the Company"
shall have the respective meanings set forth in Sections 2(a)(19) and
2(a)(42) of the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
Xxxxxxxxxxx Quest International Value
Fund, Inc.
Attest: By:
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OppenheimerFunds, Inc.
Attest: By:
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