ADMINISTRATION AGREEMENT
AGREEMENT made May 29, 1997, by and between XXXXXXXXXXX QUEST GLOBAL
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:
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
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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;
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(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.
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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: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxx Xxxxxx X. Xxxxxxx
Assistant Secretary Secretary
OPPENHEIMERFUNDS, INC.
Attest:/s/ Xxxxxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxxxxx X. Xxxx Xxxxxx X. Xxxxxxx
Secretary Executive Vice President
ADVISORY\254.ADM
