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▇▇▇▇▇▇▇▇▇▇▇ Quest International Value Fund, Inc.
Period Ending 11-30-07
Exhibit 77Q1
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT made as of the 1st
day of September, 2007 by and between ▇▇▇▇▇▇▇▇▇▇▇ Quest International Value
Fund, Inc. (the "Fund"), and OppenheimerFunds, Inc.("OFI").
WHEREAS, the Fund 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 SEC
under the Investment Advisers Act of 1940; and
WHEREAS, the Company and OFI entered into an Amended and Restated
Investment Advisory Agreement dated January 1, 2005, as further amended and
restated on September 1, 2007;
WHEREAS, the Company and OFI agreed, per a resolution of the Company's
Board of Trustees dated August 13, 2007 to reduce the Company's management fee
effective September 1, 2007 to the following annual rates that declines as the
Company's assets grow: 0.60% of the first $1.0 billion of average annual net
assets of the Company, 0.55% of the next $1.0 billion, and 0.52% of average
annual net assets over $2.0 billion;
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 in connection with, and for the benefit of,
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 and other investments 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 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 ▇▇▇ 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 aggregate net
asset value of the Company as of the close of each business day and payable
monthly at the following annual rate:
0.60% of the first $1.0 billion of aggregate net assets, 0.55% of the
next $1.0 billion, 0.52% of aggregate net assets over $2.0 billion.
6. Use of Name "▇▇▇▇▇▇▇▇▇▇▇" or "Quest For Value".
OFI hereby grants to the Company a royalty-free, non-exclusive license
to use the name "▇▇▇▇▇▇▇▇▇▇▇" 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 "▇▇▇▇▇▇▇▇▇▇▇" or "Quest
For Value" under applicable law, such license shall allow OFI to inspect and,
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 "▇▇▇▇▇▇▇▇▇▇▇" or "Quest For Value" in the name of the
Company or otherwise. The name "▇▇▇▇▇▇▇▇▇▇▇" 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 and other investments 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 Company 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 each Series of the Company of speed, efficiency or
confidentiality; the broker-dealer's apparent familiarity with sources from or
to whom particular securities or other investments 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 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 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
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 to be within the
permissible level of such commissions.
8. Duration.
This Agreement will take effect on the date first set forth above. 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.
Notwithstanding any provision of this Agreement to the contrary, OFI is
not required under this Agreement to perform for the Company any duties or
functions set forth in the Administration Agreement between the Company and OFI.
▇▇▇▇▇▇▇▇▇▇▇ Quest International Value Fund, Inc.
By: _/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
OppenheimerFunds, Inc.
By: _/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
President