Xxxxxxxxxxx Quest Global Value Fund, Inc.
ADMINISTRATION AGREEMENT
AGREEMENT made November 22, 1995, by and between XXXXXXXXXXX QUEST
GLOBAL VALUE FUND, INC., a Maryland corporation (the "Company") and
XXXXXXXXXXX MANAGEMENT CORPORATION, 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:
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:
(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:
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:
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:
This Agreement will become effective as of the date hereof.
This Agreement will continue in effect for two years from the date
hereof and thereafter (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:
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:
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:
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.
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 GLOBAL VALUE FUND, INC.
Attest: ______________________ By: _______________________
Title: _______________________
XXXXXXXXXXX MANAGEMENT
CORPORATION
Attest: /s/ Xxxxxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxxxxx X. Xxxx Xxxxxx X. Xxxxxxx
Secretary Executive Vice President
