AMENDED AND RESTATED
FOREIGN CUSTODY MANAGER AGREEMENT
AGREEMENT made as of May 31, 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
Citibank, N.A. ("Citibank").
WITNESSETH:
WHEREAS, the Fund appointed Citibank as foreign custody manager under a
certain Foreign Custody Manager Agreement dated September 14, 1998 (the
"Prior Agreement");
WHEREAS, the Fund and Citibank desires to amend and restate the Prior
Agreement;
WHEREAS, Citibank 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 Citibank 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 Citibank
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
Citibank as a Foreign Custody Manager with respect to each Specified Country
and each Eligible Foreign Custodian selected by Citibank, 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 Citibank, N.A.
as custodian (the "Custodian") under its Custody Agreement with the Fund.
ARTICLE II
CITIBANK AS A FOREIGN CUSTODY MANAGER
1. The Fund on behalf of its Board hereby delegates to Citibank with
respect to each Specified Country the Responsibilities (the "Delegation").
2. Citibank 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. Citibank shall provide to the Fund (i) notice promptly after the
placement of assets of the Fund with a particular Eligible Foreign Custodian
selected by Citibank 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 Citibank which accompany
such arrangements.
ARTICLE III
RESPONSIBILITIES
1. Subject to the provisions of this Agreement, Citibank shall with
respect to each Specified Country select an Eligible Foreign Custodian. In
connection therewith, Citibank 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 Citibank 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. Citibank, 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, Citibank'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. Citibank hereby represents that (a) Citibank 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 Citibank, constitutes a valid and
legally binding obligation of Citibank enforceable in accordance with its
terms, and no statue, regulation, rule, order, judgment or contract binding
on Citibank prohibits Citibank's execution or performance of this Agreement;
and (c) Citibank has established and will maintain the Monitoring System.
ARTICLE V
CONCERNING CITIBANK
1. Citibank 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 Citibank to exercise the care, prudence and
diligence required by Section 2 of Article II hereof. In no event shall
Citibank 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 Citibank or the Fund under any other agreement
between Citibank and the Fund, including without limitation, the Custody
Agreement or any Securities Lending Agreement.
2. The Fund agrees to indemnify Citibank 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, Citibank by reason or as a result of any action or
inaction, or arising out of Citibank's performance hereunder, provided that
the Fund shall not indemnify Citibank to the extent any such costs, expenses,
damages, liabilities or claims arises out of Citibank's failure to exercise
the reasonable care, prudence and diligence required by Section 2 of Article
II hereof.
3. Citibank shall only such duties as are expressly set forth
herein. In no event shall Citibank 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 Citibank, shall be sufficiently given if
received by it at its offices at 000 Xxxx Xxxxxx, 20th Floor, Xxxx 0, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxx or at such place as Citibank
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. 000 Xxxxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: General Counsel, or
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at such other place as 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 Citibank 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 Citibank 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, Citibank
is acting solely on behalf of the Fund and no contractual or service
relationship shall be deemed to be established hereby between Citibank 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 Citibank hereunder,
the Fund shall pay to Citibank 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 Citibank 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 Citibank have caused this Agreement to
be executed by their respective officers, thereunto duly authorized, as of
this date first above written.
CITIBANK, N.A., New York Office OPPENHEIMERSFUNDS
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Secretary
On behalf of each investment
company identified on Appendix A
attached hereto individually and
severally, and not jointly and
severally
Name: Xxxx Xxxxxxxx
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Title: Vice President
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Appendix A
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FUND ACCOUNT # ACCOUNT NAME
---- --------- ------------
150 099920 Centennial Money Market Trust
160 099862 Centennial Tax Exempt Trust
170 099975 Centennial Government Trust
180 845873 Centennial California Tax Exempt Trust
200 345246 Xxxxxxxxxxx Money Market Fund
205 Xxxxxxxxxxx Series Fund, Inc. for the account of
Xxxxxxxxxxx Disciplined Allocation Fund
211 Xxxxxxxxxxx Trinity Core Fund
215 Xxxxxxxxxxx Global Growth & Income Fund
220 847143 Xxxxxxxxxxx U.S. Government Trust
225 847940 Xxxxxxxxxxx Quest Value
236 847941 Xxxxxxxxxxx Quest Opportunity Value
251 847942 Xxxxxxxxxxx Quest Small Cap Value
254 847945 Xxxxxxxxxxx Quest Global Value
257 847943 Xxxxxxxxxxx Quest Balanced Value Fund
261 Xxxxxxxxxxx Europe Fund
270 Xxxxxxxxxxx Growth Fund
300 Xxxxxxxxxxx Capital Income Fund
345 Bond Fund Series for the account of
Xxxxxxxxxxx Convertible Securities Fund
351 849393 Xxxxxxxxxxx Legacy Program/Growth Pool
352 849394 Xxxxxxxxxxx Legacy Program/Income Pool
353 849396 Xxxxxxxxxxx Legacy Program/Money Pool
375 Xxxxxxxxxxx Series Fund, Inc. for the account of
Xxxxxxxxxxx Value Fund
381 Xxxxxxxxxxx Trinity Value Fund
410 Xxxxxxxxxxx Gold & Special Minerals Fund
416 849286 Xxxxxxxxxxx Core Plus Fund
420 Xxxxxxxxxxx Total Return Fund, Inc.
500 Xxxxxxxxxxx Select Managers for the account of
Mercury Advisors S&P 500 Index Fund
510 Xxxxxxxxxxx Select Managers for the account of
Mercury Advisors Focus Growth Fund
515 Xxxxxxxxxxx Select Managers for the account of
QM Active Balanced Fund
Xxxxxxxxxxx Select Managers for the account of
520 Xxxxxxxx Growth Fund
525 Xxxxxxxxxxx Select Managers for the account of
Salomon Brothers Capital Fund
530 Xxxxxxxxxxx Select Managers for the account of
Gartmore Millenium Growth Fund II
595 Xxxxxxxxxxx Special Value Fund
600 Xxxxxxxxxxx Multi Cap Value Fund
000 Xxxxxxxxxxx Xxxx Xxxxxx Funds, Inc. for the
account of
Xxxxxxxxxxx Main Street Growth & Income Fund
715 Xxxxxxxxxxx Concentrated Growth Fund
721 Xxxxxxxxxxx Emerging Growth Fund
000 Xxxxxxxxxxx Xxxx Xxxxxx Opportunity Fund
745 Xxxxxxxxxxx XxxXxx Fund
755 849103 Xxxxxxxxxxx Capital Preservation Fund
760 845764 Xxxxxxxxxxx Xxxx Xxxxxxxx
000 Xxxxxxxxxxx Xxxxxxxx Technologies Fund
775 Xxxxxxxxxxx Trinity Large Cap Growth Fund
780 845766 Centennial New York Tax Exempt Trust
855 846077 Xxxxxxxxxxx Limited Term Government Fund
870 846080 Centennial America Fund
000 Xxxxxxxxxxx Xxxxxxxxxx Fund
Xxxxxxxxxxx Total Return Bond Fund
