AMENDED AND RESTATED
FOREIGN CUSTODY MANAGER AGREEMENT
AGREEMENT made as of April 3, 2001 between each investment company identified on Appendix A attached
hereto (each hereinafter referred to as the "Fund") individually and severally, and not jointly and severally,
and The Bank of New York ("BNY").
WITNESSETH:
WHEREAS, the Fund appointed BNY as foreign custody manager under a certain Foreign Custody Manager
Agreement dated October 9, 1997 (the "Prior Agreement");
WHEREAS, the Fund and BNY desires to amend and restate the Prior Agreement;
WHEREAS, BNY desires to continue to serve as a Foreign Custody Manager and perform the duties set forth
herein on the terms and conditions contained herein;
NOW THEREFORE, in consideration of the mutual promises hereinafter contained in this Agreement, the Fund
and BNY hereby agrees as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires,
shall have the following meanings:
1. Capitalized terms used in this Agreement and not otherwise defined in this Agreement shall have
the meanings given such terms in the Rule.
2. "Board" shall mean the board of directors or board of trustees, as the case may be, of the Fund.
3. "Eligible Foreign Custodian" shall have the meaning provided in the Rule.
4. "Monitoring System" shall mean a system established by BNY to fulfill the Responsibilities
specified in clauses 1(d) and (e) of Article III of this Agreement.
5. "Responsibilities" shall mean the responsibilities delegated to BNY as a Foreign Custody
Manager with respect to each Specified Country and each Eligible Foreign Custodian selected by BNY, as such
responsibilities are more fully described in Article III of this Agreement.
6. "Rule" shall mean Rule 17f-5 under the Investment Company Act of 1940, as amended, as such Rule
became effective on June 12, 2000.
7. "Specified Country" shall mean each country listed on Schedule I attached hereto (as amended
from time to time) and each country, other than the United States, constituting the primary market for a security
with respect to which the Fund has given settlement instructions to The Bank of New York as custodian (the
"Custodian") under its Custody Agreement with the Fund.
ARTICLE II
BNY AS A FOREIGN CUSTODY MANAGER
1. The Fund on behalf of its Board hereby delegates to BNY with respect to each Specified Country
the Responsibilities (the "Delegation").
2. BNY accepts the Delegation and agrees in performing the Responsibilities as a Foreign Custody
Manager to exercise reasonable care, prudence and diligence such as a bailee for hire having responsibility for
the safekeeping of the Fund's assets would exercise.
3. BNY shall provide to the Fund (i) notice promptly after the placement of assets of the Fund
with a particular Eligible Foreign Custodian selected by BNY within a Specified Country, (ii) at such times as
the Board deems reasonable and appropriate based on the circumstances of the Fund's foreign custody arrangements
(but not less often than quarterly) written reports notifying the Board of any material change in the
arrangements (including any material change in any contract governing such arrangements) with respect to assets
of the Fund with any such Eligible Foreign Custodian, and (iii) not less often than annually a report summarizing
the material custodial risks known to BNY which accompany such arrangements.
ARTICLE III
RESPONSIBILITIES
1. Subject to the provisions of this Agreement, BNY shall with respect to each Specified Country
select an Eligible Foreign Custodian. In connection therewith, BNY shall: (a) determine that assets of the Fund
held by such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to
custodians in the relevant market in which such Eligible Foreign Custodian operates, after considering all
factors relevant to the safekeeping of such assets, including, without limitation, those contained in Section
(c)(1) of the Rule; (b) determine that the Fund's foreign custody arrangements with each Eligible Foreign
Custodian are governed by a written contract with the Custodian which will provide reasonable care for the Fund's
assets based on the standards specified in paragraph (c)(1) of the Rule; (c) determine that each contract with an
Eligible Foreign Custodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the
Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions
as BNY determines will provide, in their entirety, the same or a greater level of care and protection for the
assets of the Fund as such specified provisions; (d) monitor pursuant to the Monitoring System the
appropriateness of maintaining the assets of the Fund with a particular Eligible Foreign Custodian pursuant to
paragraph (c)(1) of the Rule including any material change in the contract governing such arrangement; and (e)
promptly advise the Fund whenever an arrangement (including any material change in the contract governing such
arrangement) described in preceding clause (d) no longer meets the requirements of the Rule. BNY, as Foreign
Custody Manger, will make the determination that it is appropriate to maintain assets in each Eligible Foreign
Custodian and will exercise reasonable care in the process.
2. For purposes of clause (d) of preceding Section 1 of this Article, BNY's determination of
appropriateness shall not include, nor be deemed to include, any evaluation of Country Risks associated with
investment in a particular country. For purposes hereof, "Country Risks" shall mean systemic risks of holding
assets in a particular country including, but no limited to, (a) an Eligible Foreign Custodian's use of an
Eligible Securities Depository as defined in Rule 17f-7 under the Investment Company Act of 1940 as amended; (b)
such country's financial infrastructure, (c) such country's prevailing custody and settlement practices, (d)
nationalization, expropriation or other governmental actions, (e) regulation of the banking or securities
industry, (f) currency controls, restrictions, devaluations or fluctuations, and (g) market conditions which
affect the orderly execution of securities transactions or affect the value of securities.
ARTICLE IV
REPRESENTATIONS
1. The Fund hereby represents that: (a) this Agreement has been duly authorized, executed and
delivered by the Fund, constitutes a valid and legally binding obligation of the Fund enforceable in accordance
with its terms, and no statute, regulation, rule, order, judgment or contract binding on the Fund prohibits the
Fund's execution or performance of this Agreement; (b) this Agreement has been approved and ratified by the Board
at a meeting duly called and at which a quorum was at all times present; and (c) the Board or its investment
advisor has considered the Country Risks associated with investment in each Specified Country and will have
considered such risks prior to any settlement instructions being given to the Custodian with respect to any other
Specified Country.
2. BNY hereby represents that (a) BNY is duly organized and existing under the laws of the State
of New York, with full power to carry on its businesses as now conducted, and to enter into this Agreement and to
perform its obligations hereunder; (b) this Agreement been duly authorized, executed and delivered by BNY,
constitutes a valid and legally binding obligation of BNY enforceable in accordance with its terms, and no
statue, regulation, rule, order, judgment or contract binding on BNY prohibits BNY's execution or performance of
this Agreement; and (c) BNY has established and will maintain the Monitoring System.
ARTICLE V
CONCERNING BNY
1. BNY shall not be liable for any costs, expenses, damages, liabilities or claims, including
attorneys' and accountants' fees, sustained or incurred by, or asserted against, the Fund except to the extent
the same arises out of the failure of BNY to exercise the care, prudence and diligence required by Section 2 of
Article II hereof. In no event shall BNY be liable to the Fund, the Board, or any third party for special,
indirect or consequential damages, or for lost profits or loss of business, arising in connection with this
Agreement. Anything contained herein to the contrary notwithstanding, nothing contained herein shall affect or
alter the duties and responsibilities of BNY or the Fund under any other agreement between BNY and the Fund,
including without limitation, the Custody Agreement or any Securities Lending Agreement.
2. The Fund agrees to indemnify BNY and holds it harmless from and against any and all costs,
expenses, damages, liabilities or claims, including attorneys' and accountants' fees, sustained or incurred by,
or asserted against, BNY by reason or as a result of any action or inaction, or arising out of BNY's performance
hereunder, provided that the Fund shall not indemnify BNY to the extent any such costs, expenses, damages,
liabilities or claims arises out of BNY's failure to exercise the reasonable care, prudence and diligence
required by Section 2 of Article II hereof.
3. BNY shall only such duties as are expressly set forth herein. In no event shall BNY be liable
for any Country Risks associated with investments in a particular country.
ARTICLE VI
MISCELLANEOUS
1. Any notice or other instrument in writing, authorized or required by this Agreement to be given
to BNY, shall be sufficiently given if received by it at its offices at 000 Xxxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx,
Xxx Xxxx 00000, or at such place as BNY may from time to time designate in writing.
2. Any notice or other instrument in writing, authorized or required by this Agreement to be given
to the Fund shall be sufficiently given if received by it at its offices at c/o OppenheimerFunds, Inc. Two World
Trade Center, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Attention: General Counsel, or at such other place as
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the Fund may from time to time designate in writing.
3. In case any provision in or obligation under this Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties. This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided however, that this Agreement shall not be
assignable by either party without the written consent of the other.
4. This Agreement shall be construed in accordance with the substantive laws of the State of New
York, without regard to conflicts of laws principles thereof. The Fund and BNY hereby consent to the
jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute
arising hereunder. The Fund hereby irrevocably waives, to the fullest extent permitted by applicable law, any
objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a
court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The
Fund and BNY each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising
out of or relating to this Agreement.
5. The parties hereto agree that in performing hereunder, BNY is acting solely on behalf of the
Fund and no contractual or service relationship shall be deemed to be established hereby between BNY and any
other person.
6. This Agreement may be executed in any number of counterparts, each of which shall be deemed to
be an original, but such counterparts shall, together, constitute only one instrument.
7. This Agreement shall terminate simultaneously with the termination of the Custody Agreement
between the Fund and the Custodian, and may otherwise be terminated by either party giving to the other party a
notice in writing specifying the date of such termination, which shall be not less than ninety (90) days after
the date of such notice.
8. In consideration of the services provided by BNY hereunder, the Fund shall pay to BNY such
compensation and out-of-pocket expenses as may be agreed upon from time to time.
9. For each Fund organized as a Massachusetts trust, a copy of its Declaration of Trust is on file
with the Secretary of the Commonwealth of Massachusetts. Notice is hereby given that each such instrument is
executed on behalf of the trustees of each such Fund and not individually, and that the obligations of this
Agreement are not binding upon any of the trustees or shareholders individually but are binding only upon the
respective Fund. The parties expressly agree that BNY and its assignees and affiliates shall look solely to the
respective Fund's assets and property with respect to enforcement of any claim.
IN WITNESS WHEREOF, the Fund and BNY have caused this Agreement to be executed by their respective
officers, thereunto duly authorized, as of this date first above written.
/s/ Xxxxxx X. Xxxxxxx, Secretary
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on behalf of each Fund identified on
Appendix A attached hereto individually and
severally, and not jointly and severally
THE BANK OF NEW YORK
By: ___/s/ Xxxxxx XxXxxx
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Title: Vice President
Custody/Foreign Custody Manager Agreement BNY 2001 April 3
Appendix A
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Bond Fund Series - Xxxxxxxxxxx Convertible Securities Fund
Xxxxxxxxxxx Capital Appreciation Fund
Xxxxxxxxxxx Champion Income Fund
Xxxxxxxxxxx Developing Markets Fund
Xxxxxxxxxxx Discovery Fund
Xxxxxxxxxxx Emerging Growth Fund
Xxxxxxxxxxx Emerging Technologies Fund
Xxxxxxxxxxx Enterprise Fund
Xxxxxxxxxxx Europe Fund
Xxxxxxxxxxx Global Fund
Xxxxxxxxxxx Global Growth & Income Fund
Xxxxxxxxxxx Gold & Special Minerals Fund
Xxxxxxxxxxx Growth Fund
Xxxxxxxxxxx High Yield Fund
Xxxxxxxxxxx Integrity Funds (consisting of the following series:)
Xxxxxxxxxxx Bond Fund
Xxxxxxxxxxx International Bond Fund
Xxxxxxxxxxx International Growth Fund
Xxxxxxxxxxx International Small Company Fund
Xxxxxxxxxxx Large Cap Growth Fund
Xxxxxxxxxxx Main Street Growth Funds, Inc.(R)(as the following series:)
Xxxxxxxxxxx Main Street Growth & Income Fund
Xxxxxxxxxxx Main Street Opportunity Fund
Xxxxxxxxxxx Main Street Small Cap Fund
Xxxxxxxxxxx XxxXxx Fund
Xxxxxxxxxxx Multiple Strategies Fund
Xxxxxxxxxxx Multi-Sector Income Trust
Xxxxxxxxxxx Real Asset Fund
Xxxxxxxxxxx Select Managers (as to the following series:)
Mercury Advisors S&P 500 Index Fund
Mercury Advisors Focus Growth Fund
QM Active Balanced Fund
Xxxxxxxx Growth Fund
Salomon Brothers Capital Fund
Gartmore Millennium Growth Fund
Xxxxxxxxxxx Senior Floating Rate Fund
Xxxxxxxxxxx Series Fund, Inc. (as to the following 2 series:)
Xxxxxxxxxxx Disciplined Allocation Fund
Xxxxxxxxxxx Disciplined Value Fund
Xxxxxxxxxxx Strategic Income Fund
Xxxxxxxxxxx Total Return Fund, Inc.
Xxxxxxxxxxx Trinity Core Fund
Xxxxxxxxxxx Trinity Growth Fund
Xxxxxxxxxxx Trinity Value Fund
Xxxxxxxxxxx Variable Account Funds (as to the following 10 series:)
Xxxxxxxxxxx Aggressive Growth Fund
Xxxxxxxxxxx Bond Fund
Xxxxxxxxxxx Capital Appreciation Fund
Xxxxxxxxxxx Global Securities Fund
Xxxxxxxxxxx High Income Fund
Xxxxxxxxxxx Main Street Growth & Income Fund
Xxxxxxxxxxx Money Fund
Xxxxxxxxxxx Multiple Strategies Fund
Xxxxxxxxxxx Small Cap Growth Fund
Xxxxxxxxxxx Strategic Bond Fund
Panorama Series Fund, Inc. (as to the following 7 series:)
Government Securities Portfolio
Total Return Portfolio
Growth Portfolio
Xxxxxxxxxxx International Growth Fund/VA
LifeSpan Capital Appreciation Portfolio
LifeSpan Balanced Portfolio
LifeSpan Diversified Income Portfolio
FOREIGN CUSTODY MANAGER AGREEMENT
SCHEDULE 1
Argentina
Australia
Austria
Bahrain
Bangladesh
Belgium
Benin
Bermuda
Bolivia
Botswana
Brazil
Bulgaria
Burkina Faso
Canada
Chile
China
Columbia
Costa Rica
Croatia
Cyprus
Czech Republic
Denmark
Easdaq
Ecuador
Egypt
Estonia
Euromarket (Cedel)
Finland
France
Germany
Ghana
Greece
Guinea Bissau
Hong Kong
Hungary
India
Indonesia
Ireland
Iseland
Israel
Italy
Ivory Coast
Jamaica
Japan
Jordan
Kazakhstan
Kenya
Korea
Latvia
Lebanon
Lithuania
Luxembourg
Malaysia
Mali
Malta
Mauritius
Mexico
Morocco
Namibia
Netherlands
New Zealand
Niger
Nigeria
Norway
Oman
Pakistan
Palestinian Autonomous Area
Panama
Peru
Philippines
Poland
Portugal
Qatar
Romania
Russia
Senegal
Singapore
Xxxxxx Xxxxxxxx
Xxxxxxxx
Xxxxx Xxxxxx
Xxxxx Xxxxx
Xxxxx
Sri Lanka
Swaziland
Sweden
Switzerland
Xxxxxx
Xxxxxxxx
Xxxx
Xxxxxxxx & Xxxxxx
Xxxxxxx
Xxxxxx
Ukraine
United Kingdom
United States
Uruguay
Venezuela
Zambia
Zimbabwe
FOREIGN.WPD
