OPPENHEIMER FUNDS
DEFERRED COMPENSATION AGREEMENT
AGREEMENT, made on this __ day of _______________, by and between the
registered management investment companies listed on Schedule A attached hereto
and made a part hereof, each of which has its principal offices at 0000 Xxxxx
Xxxxxx Xxx, Xxxxxxxxx, XX 00000 (each a "Fund" and collectively, the "Funds")
and ______________________ (the "Director") residing at
---------------------------.
WHEREAS, (i) the Director is currently serving as a Director of the Funds
and is receiving compensation for his or her services as such, or (ii) the Funds
and the Director have entered into an agreement pursuant to which the Director
will serve as a director of the Funds; and
WHEREAS, the Funds and the Director desire to enter into an agreement
whereby the Funds will provide to the Director a vehicle under which the
Director can defer receipt of all or a portion the fees payable by the Funds.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
set forth in this Agreement, the Funds and the Director hereby agree as follows:
1. DEFINITION OF TERMS AND CONSTRUCTION
1.1 Definitions. Unless a different meaning is plainly implied by the
context, the following terms as used in this Agreement shall have the
following meanings:
(a) "Beneficiary" shall mean such person or persons designated
pursuant to Section 4.3 hereof to receive benefits after the
death of the Director.
(b) "Board of Directors" shall mean the Board of Directors of the
Funds.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, or any successor statute.
(d) "Compensation" shall mean the amount of directors' fees paid by
the Funds to the Director during a Deferral Year prior to
reduction for Compensation Deferrals made under this Agreement.
(e) "Compensation Deferral" shall mean the amount or amounts of the
Director's Compensation deferred under the provisions of Section
3 of this Agreement.
(f) "Deferral Account" shall mean the account maintained to reflect
the Director's Compensation Deferrals made pursuant to Section 3
hereof and any other credits or debits thereto.
(g) "Deferral Year" shall mean each calendar year during which the
Director makes, or is entitled to make, Compensation Deferrals
under Section 3, hereof.
(i) "Valuation Date" shall mean the last business day of each
calendar year and any other day upon which a Fund makes a
valuation of the Deferral Account.
1.2 Plurals and Gender. Where appearing in this Agreement the singular
shall include the plural and the masculine shall include the
feminine, and vice versa, unless the context clearly indicates a
different meaning.
1.3 Directors and Trustees. Where appearing in this Agreement, "Director"
shall also refer the "Trustee" and "General Partner" and "Board of
Directors" shall also refer to "Board of Trustees" and "General
Partners".
1.4 Headings. The headings and sub,,headings in this Agreement are
inserted for the convenience of reference only and are to be ignored
in any construction of the provisions hereof.
2. PERIOD DURING WHICH COMPENSATION DEFERRALS ARE PERMITTED
2.1 Commencement of Compensation Deferrals. The Director may elect, on a
form provided by, and submitted to, the President or Secretary of the
Funds, to commence Compensation Deferrals under Section 3 hereof for the
period beginning on the later of (i) the date this Agreement is executed
or (ii) the date such form is submitted to the President or Secretary of
the Funds.
2.2 Termination of Deferrals. The Director shall not be eligible to make
Compensation Deferrals with respect to a Fund or Funds after the earliest
of the following dates:
(a) The date on which he ceases to serve as a Director
of that Fund or Funds; or
(b) The effective date of the termination of this Agreement.
3. COMPENSATION DEFERRALS
3.1 Compensation Deferral Elections.
(a) On or prior to the first day of any Deferral Year,
the Director may elect, on the form described in
Section 2.1 hereof, to defer the receipt of all or
a portion of his Compensation for such Deferral
Year. Such writing shall set forth the amount of
such Compensation Deferral (in whole percentage
amounts). Such election shall continue in effect
for all subsequent Deferral Years unless it is
canceled or modified as provided below.
(b) Compensation Deferrals shall be withheld from each payment of
Compensation by the Funds to the Director based upon the
percentage Amount elected by the Director under Section 3.1(a)
hereof.
(c) The Director may cancel or modify the amount of
his Compensation Deferrals on a prospective basis
by submitting to the President or Secretary of the
Fund a revised Compensation Deferral election
form. Such change will be effective as of the
first day of the Deferral Year following the date
such revision is submitted to the President or
Secretary of the Fund.
3.2 Valuation of Deferral Account.
(a) The Funds shall establish a bookkeeping Deferral
Account to which will be credited an amount equal
to the Director's Compensation Deferrals under
this Agreement. Compensation Deferrals shall be
allocated to the Deferral Account on the first
business day following the date such Compensation
Deferrals are withheld from the Director's
Compensation. As of the date of this Agreement,
the Deferral Account also shall be credited with
the amount credited to the Director under each
other outstanding elective deferred compensation
agreement entered into by and between the Fund and
the Director which is superseded by the Agreement
pursuant to Section 6.11 hereof. The Deferral
Account shall be debited to reflect any
distributions from such Account. Such debits
shall be allocated to the Deferral Account as of
the date such distributions are made.
(b) As of each Valuation Date, income, gain and loss equivalents
(determined as if the Deferral Account is invested in the manner
set forth under Section 3.3, below) attributable to the period
following the next preceding Valuation Date shall be credited to
and/or deducted from the Director's Deferral Account.
3.3 Investment of Deferral Account Balance.
(a) (1) The Director may select, from various options made available
by the Funds, the investment media in which all or part of his
Deferral Account shall be deemed to be invested.
(2) The Director shall make an investment designation on a form
provided by the President or Secretary of the Fund which shall
remain effective until another valid direction has been made by
the Director as herein provided. The Director may amend his
investment designation as of the end of each calendar quarter by
giving written direction to the President or Secretary of the
Fund at least [30] days prior to the end of such calendar
quarter. A timely change to a Director's investment designation
shall become effective on the first day of the calendar quarter
following receipt by the President of the Fund.
(3) The investment media deemed to be made available to the
Director, and any limitation on the maximum or minimum
percentages of the Director's Deferral Account that may be
invested any particular medium, shall be the same as from
time,,to,,time communicated to the Director by the President or
Secretary of the Fund.
(b) Except as provided below, the Director's Deferral Account shall
be deemed to be invested in accordance with his investment
designations, provided such designations conform to the
provisions of the Section. If -
(1) the Director does not furnish the President of the Fund with
written investment instructions, (2) the written investment
instructions from the Director are unclear, or
(3) less than all of the Director's Deferral Account is covered
by such written investment instructions,
then the Director's Deferral Account shall be
deemed to be invested in the
_________________________________ Fund made available for deemed
investment hereunder until such time as the Director shall
provide the President of the Fund with complete investment
instructions. Notwithstanding the above, the Board of Directors,
in its sole discretion, may disregard the Director's election
and determine that all Compensation Deferrals shall be deemed to
be invested in the ________________________________ Fund.
The Fund shall provide an annual statement to the Director
showing such information as is appropriate, including the
aggregate amount in the Deferral Account, as of a reasonably
current date.
4. DISTRIBUTIONS FROM DEFERRAL ACCOUNT.
4.1 In General. Distributions from the Director's Deferral Account shall
be paid in cash, in generally equal annual installments over a period
of five (5) years beginning on the earlier to occur of (a) the
Director attaining the age of 72 years; or (b) the date the Director
actually retires or becomes disabled, except that the Board of
Directors, in its sole discretion, may accelerate or extend the
distribution of such Deferral Account. Notwithstanding the foregoing,
in the event of the liquidation, dissolution or winding up of any
Fund or the distribution of all or substantially all of any Fund's
assets and property relating to one or more series of its shares to
the shareholders of such series (for this purpose a sale, conveyance
or transfer of the Fund's assets to a trust, partnership, association
or corporation in exchange for cash, shares or other securities with
the transfer being made subject to, or with the assumption by the
transferee of, the liabilities of the Fund shall not be deemed a
termination of the Fund or such a distribution), all unpaid amounts
in the Deferral Account as of the effective date thereof shall be
paid in a lump sum on such effective date.
4.2 Death Prior to Complete Distribution of Deferral
Account. Upon the death of the
Director prior to the commencement of the distribution of the amounts
credited to his Deferral Account, the balance of such Account shall
be distributed to his Beneficiary in a lump sum as soon as
practicable after the Director's death. In the event of the death of
the Director after the commencement of such distribution, but prior
to the complete distribution of his Deferral Account, the balance of
the amounts credited to his Deferral Account shall be distributed to
his Beneficiary over the remaining period during which such amounts
were distributable to the Director under Section 4.1 hereof.
Notwithstanding the above, the Board of Directors, in its sole
discretion, may accelerate or extend the distribution of the Deferral
Account.
4.3 Designation of Beneficiary. For purposes of Section 4.2 hereof, the
Director's Beneficiary shall be the person or persons so designated
by the Director in a written instrument submitted to the President or
Secretary of the Fund. In the event the Director fails to properly
designate a Beneficiary, his Beneficiary shall be the person or
persons in the first of the following classes of successive
preference Beneficiaries surviving at the death of the Director: the
Director's (1) surviving spouse or (2) estate.
4.4 Payments Due Missing Persons. The Funds shall make a reasonable
effort to locate all persons entitled to benefits under this
Agreement. However, notwithstanding any provisions of this Agreement
to the contrary, if, after a period of five (5) years from the date
such benefit shall be due, any such persons entitled to benefits have
not been located, their rights under this Agreement shall stand
suspended. Before this provision becomes operative, the Fund shall
send a certified letter to all such persons to their last known
address advising them that their benefits under this Agreement shall
be suspended. Any such suspended amounts shall be held by the Fund
for a period of three (3) additional years (or a total of eight (8)
years from the time the benefits first become payable) and
thereafter, if unclaimed, such amounts shall be forfeited.
5. AMENDMENTS AND TERMINATION
5.1 Amendments
(a) The Funds and the Director may, by a written instrument signed
by both such parties, amend this Agreement at any time and in
any manner provided that no such amendment may accelerate the
distribution from the Director's Deferral Account of amounts
previously deferred.
(b) The Funds reserve the right to amend, in whole or in part, and
in any manner, any or all of the provisions of this Agreement by
action of their respective Boards of Directors for the purposes
of complying with any provision of the Code or any other
technical or legal requirements, provided that:
(1) No such amendment shall make it possible for any part of the
Director's Deferral Account to be used for, or diverted to,
purposes other than for the exclusive benefit of the Director or
his Beneficiaries, except to the extent otherwise provided in
this Agreement; and
(2) No such amendment may reduce the amount of the Director's
Deferral Account as of the effective date of such amendment.
5.2 Termination. The Director and the Funds may, by written instrument
signed by all such parties, terminate this Agreement at any time. The
rights of the Director to his Deferral Account shall become payable
as of the Valuation Date next following the effective date of the
termination of this Agreement.
6. MISCELLANEOUS
6.1 Rights of Creditors.
(a) This Agreement is unfunded and is not creating a
Trust. Neither the Director not any other persons
shall have any interest in any specific asset or
assets of any Fund by reason of any Deferral
Account hereunder, nor any rights to receive
distribution of his Deferral Account except, and
as to the extent, expressly provided hereunder.
The Funds shall not be required to purchase, hold
or dispose of any investments pursuant to this
Agreement; however, if in order to cover its
obligation hereunder a Fund elects to purchase any
investments the same shall continue for all
purposes to be a part of the general assets and
property that Fund, subject to the claims of its
general creditors and no person other than that
Fund shall be virtue of the provisions of this
Agreement have any interest in such assets other
than an interest as a general creditor.
(b) The rights of the Director and the Beneficiaries to the amounts
held in the
Deferral Account are unsecured and shall be subject to the
claims of creditors of the Funds. With respect to the payment of
amounts held under the Deferral Account, the Director and his
Beneficiaries have the status of unsecured creditors of the
Funds. This Agreement is executed on behalf of the Funds by an
officer of the Fund as such and not individually. Any obligation
of the Fund hereunder shall be an unsecured obligation of the
Fund and not of any other person.
6.2 Agents. The Funds may employ agents and provide for such clerical,
legal, actuarial, accounting, advisory or other services as they deem
necessary to perform their duties under this Agreement. The Funds
shall bear the cost of such services and all other expenses incurred
in connection with the administration of this Agreement.
6.3 Liability and Indemnification. Except for its own gross negligence,
willful misconduct or willful breach of the terms of this Agreement,
the Funds shall be indemnified and held harmless by the Director
against liability or losses occurring be reason of any act or
omission of the Funds or any other person.
6.4 Incapacity. If the Funds shall receive evidence satisfactory to them
that the Director or any Beneficiary entitled to receive any benefit
under the Agreement is, at the time when such benefit becomes
payable, a minor, or is physically or mentally incompetent to receive
such benefit and to give a valid release therefor, and that another
person or an institution is then maintaining or has custody of the
Director or Beneficiary and that no guardian, committee or other
representative of the estate of the Director or Beneficiary shall
have been duly appointed, the Funds may make payment of such benefit
otherwise payable to the Director or Beneficiary to such other person
or institution, including a custodian under a Uniform Gifts to Minors
Act, or corresponding legislation (who shall be an adult, a guardian
of the minor or a trust company), and the release of such other
person or institution shall be a valid and complete discharge for the
payment of such benefit.
6.5 Cooperation of Parties. All parties to this Agreement and any person
claiming any interest hereunder agree to perform any and all acts and
execute any and all documents and papers which are necessary or
desirable for carrying out this Agreement or any of its provisions.
6.6 Governing Law. This Agreement is made and entered into in the State
of New York and all matters concerning its validity, construction and
administration shall be governed by the laws of the State of New
York.
6.7 No guarantee of Directorship. Nothing contained in this Agreement
shall be construed as a contract or guarantee of the right of the
Director to be, or remain as, a director of any Fund or to receive
any, or any particular rate of, Compensation from any Fund.
6.8 Counsel. The Funds may consult with legal counsel with respect to the
meaning or construction of the Agreement, their respective
obligations or duties hereunder or with respect to any action or
proceeding or any question of law, and they shall be fully protected
with respect to any action taken or omitted by it in good faith
pursuant to the advice of legal counsel.
6.9 Spendthrift Provision. The Director's and Beneficiaries' interests in
the Deferral Account may not be anticipated, sold, encumbered,
pledged, mortgaged, charged, transferred, alienated, assigned nor
become subject to execution, garnishment or attachment and any
attempt to do so by any person shall render the Deferral Amount
immediately forfeitable.
6.10 Notices. For purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered personally or
mailed by United States registered or certified mail, return receipt
requested, postage prepaid, or by nationally recognized overnight
delivery service providing for a signed return receipt, addressed to
the Director at the home address set forth in the Funds' records and
to the Funds at the address set forth on the first page of this
Agreement, provided that all notices to the Fund shall be directed to
the attention of the President or Secretary of the Fund or to such
other address as either party may have furnished to the other in
writing in accordance herewith, except that notice of change of
address shall be effective only upon receipt.
6.11 Entire Agreement. This Agreement contains the entire understanding
between the Funds and the Director with respect to the payment of
non,,qualified elective deferred compensation by the Funds to the
Director. Effective as of the date hereof, this Agreement replaces,
and supersedes, all other non,,qualified elective deferred
compensation agreements by and between the Director and the Funds.
6.12 Interpretation of Agreement. Interpretations of, and determinations
related to, this Agreement made by the Funds in good faith, including
any determinations of the amounts of the Deferral Account, shall be
conclusive and binding upon all parties; and the Fund shall not incur
any liability to the Director for any such interpretation or
determination so made or for any other action taken by it in
connection with this Agreement in good faith.
6.13 Successors and Assigns. This Agreement shall be binding upon, and
shall inure to the benefit of, the Funds and their respective
successors and assigns and to the Director and his or her heirs,
executors, administrators and personal representatives.
6.14 Severability. In the event any one or more provisions of this
Agreement are held to be invalid or unenforceable, such illegality or
unenforceability shall not affect the validity or enforceability of
the other provisions hereof and such other provisions shall remain in
full force and effect unaffected by such invalidity or
unenforceability.
6.15 Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same
instrument.
6.16 Disclaimer of Shareholder and Director Liability. The Director
understands and agrees that the obligation of the Funds under this
Agreement are not binding upon any Director, Trustee, General Partner
or Shareholder of the Fund personally, but bind only the Fund and the
Fund's property. If any of the Funds is a Massachusetts business
trust, the Director represents that he or she has notice of the
provisions of such Fund's or Funds' Declaration of Trust disclaiming
shareholder liability for acts or obligations of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
Denver-based Xxxxxxxxxxx Funds
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Government Securities Portfolio (Panorama Series Fund, Inc.)
Growth Portfolio (Panorama Series Fund, Inc.)
International Equity Portfolio (Panorama Series Fund, Inc.)
LifeSpan Balanced Portfolio (Panorama Series Fund, Inc.)
LifeSpan Capital Appreciation Portfolio (Panorama Series Fund,
Inc.)
LifeSpan Diversified Income Portfolio (Panorama Series Fund, Inc.)
Xxxxxxxxxxx Bond Fund (Xxxxxxxxxxx Integrity Funds)
Xxxxxxxxxxx Bond Fund (Xxxxxxxxxxx Variable Account Funds)
Xxxxxxxxxxx Capital Appreciation Fund (Xxxxxxxxxxx Variable
Account Funds)
Xxxxxxxxxxx Cash Reserves
Xxxxxxxxxxx Champion Income Fund
Xxxxxxxxxxx Equity Income Fund
Xxxxxxxxxxx Global Securities Fund (Xxxxxxxxxxx Variable Account
Funds)
Xxxxxxxxxxx Growth Fund (Xxxxxxxxxxx Variable Account Funds)
Xxxxxxxxxxx Growth & Income Fund (Xxxxxxxxxxx Variable Account
Funds)
Xxxxxxxxxxx High Income Fund (Xxxxxxxxxxx Variable Account Funds)
Xxxxxxxxxxx High Yield Fund
Xxxxxxxxxxx Insured Municipal Fund (Xxxxxxxxxxx Municipal Fund)
Xxxxxxxxxxx Intermediate Municipal Fund (Xxxxxxxxxxx Municipal
Fund)
Xxxxxxxxxxx International Bond Fund
Xxxxxxxxxxx Limited-Term Government Fund
Xxxxxxxxxxx Main Street California Municipal Fund (Xxxxxxxxxxx
Main Street Funds, Inc.)
Xxxxxxxxxxx Main Street Income & Growth Fund (Xxxxxxxxxxx Main
Street Fund, Inc.)
Xxxxxxxxxxx Money Fund (Xxxxxxxxxxx Variable Account Funds)
Xxxxxxxxxxx Multiple Strategies Fund (Xxxxxxxxxxx Variable
Account Funds)
Xxxxxxxxxxx Real Asset Fund
Xxxxxxxxxxx Small Cap Growth Fund (Xxxxxxxxxxx Variable Account
Funds)
Xxxxxxxxxxx Strategic Bond Fund (Xxxxxxxxxxx Variable Account
Funds)
Xxxxxxxxxxx Strategic Income Fund
Xxxxxxxxxxx Total Return Fund, Inc.
The New York Tax-Exempt Income Fund, Inc.
Total Return Portfolio (Panorama Series Fund, Inc.)
By: ______________________________________
--------------------------------------
Xxxxxx X. Xxxxxxx, Secretary Director
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Witness Witness
--------------------------------
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(Print Name) (Print Name)
DCOMPDV-All.DOC
XXXXXXXXXXX FUNDS
DEFERRED COMPENSATION AGREEMENT
BENEFICIARY DESIGNATION FORM
TO: President or Secretary of the management investment
companies listed on Schedule A attached hereto
[Name of Director]
DATE: ___________________________
With respect to the Deferred Compensation Agreement (the "Agreement")
dated as of ____________________ by and between the undersigned and the
management investment companies listed on Schedule A attached hereto I hereby
make the following beneficiary designations:
I. Primary Beneficiary
I hereby appoint the following as my Primary Beneficiary(ies) to receive
at my death the amounts held in my Deferral Account under the Agreement. In the
event I am survived by more than one Primary Beneficiary, such Primary
Beneficiaries shall share equally in such amounts unless I indicate otherwise on
an attachment to this form:
Name Relationship
Address
City State Zip
II. Secondary Beneficiary
In the event I am not survived by any Primary Beneficiary, I hereby
appoint the following as Secondary Beneficiary(ies) to receive death benefits
under the Agreement. In the event I am survived by more than one Secondary
Beneficiary, such Secondary Beneficiaries shall share equally unless I indicate
otherwise on an attachment to this form:
Name Relationship
Address
City State Zip
I understand that I may revoke or amend the above designations at any
time. I further understand that if I am not survived by any Primary or Secondary
Beneficiary, my Beneficiary shall be as set forth under the Agreement.
WITNESS: DIRECTOR:
WITNESS: RECEIVED BY:
Date: _______________
SCHEDULE A
Denver-based Xxxxxxxxxxx Funds
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Government Securities Portfolio (Panorama Series Fund, Inc.)
Growth Portfolio (Panorama Series Fund, Inc.)
International Equity Portfolio (Panorama Series Fund, Inc.)
LifeSpan Balanced Portfolio (Panorama Series Fund, Inc.)
LifeSpan Capital Appreciation Portfolio (Panorama Series Fund,
Inc.)
LifeSpan Diversified Income Portfolio (Panorama Series Fund, Inc.)
Xxxxxxxxxxx Bond Fund (Xxxxxxxxxxx Integrity Funds)
Xxxxxxxxxxx Bond Fund (Xxxxxxxxxxx Variable Account Funds)
Xxxxxxxxxxx Capital Appreciation Fund (Xxxxxxxxxxx Variable
Account Funds)
Xxxxxxxxxxx Cash Reserves
Xxxxxxxxxxx Champion Income Fund
Xxxxxxxxxxx Equity Income Fund
Xxxxxxxxxxx Global Securities Fund (Xxxxxxxxxxx Variable Account
Funds)
Xxxxxxxxxxx Growth Fund (Xxxxxxxxxxx Variable Account Funds)
Xxxxxxxxxxx Growth & Income Fund (Xxxxxxxxxxx Variable Account
Funds)
Xxxxxxxxxxx High Income Fund (Xxxxxxxxxxx Variable Account Funds)
Xxxxxxxxxxx High Yield Fund
Xxxxxxxxxxx Insured Municipal Fund (Xxxxxxxxxxx Municipal Fund)
Xxxxxxxxxxx Intermediate Municipal Fund (Xxxxxxxxxxx Municipal
Fund)
Xxxxxxxxxxx International Bond Fund
Xxxxxxxxxxx Limited-Term Government Fund
Xxxxxxxxxxx Main Street California Municipal Fund (Xxxxxxxxxxx
Main Street Funds, Inc.)
Xxxxxxxxxxx Main Street Income & Growth Fund (Xxxxxxxxxxx Main
Street Fund, Inc.)
Xxxxxxxxxxx Money Fund (Xxxxxxxxxxx Variable Account Funds)
Xxxxxxxxxxx Multiple Strategies Fund (Xxxxxxxxxxx Variable
Account Funds)
Xxxxxxxxxxx Real Asset Fund
Xxxxxxxxxxx Small Cap Growth Fund (Xxxxxxxxxxx Variable Account
Funds)
Xxxxxxxxxxx Strategic Bond Fund (Xxxxxxxxxxx Variable Account
Funds)
Xxxxxxxxxxx Strategic Income Fund
Xxxxxxxxxxx Total Return Fund, Inc.
The New York Tax-Exempt Income Fund, Inc.
Total Return Portfolio (Panorama Series Fund, Inc.)
XXXXXXXXXXX FUNDS
XXXXXXXXXXX FUNDS
DEFERRED COMPENSATION AGREEMENT
DEFERRAL ELECTION FORM
TO: President or Secretary of the registered management
investment companies listed on Schedule A attached
hereto (collectively, the "Funds")
FROM:
[Name of Director]
DATE: ___________________________
With respect to the Deferred Compensation Agreement (the "Agreement")
dated as of ____________________ by and between the undersigned and the Funds, I
hereby make the following election:
Deferral of Compensation
Starting with ____________________________________ and for each year
thereafter (unless subsequently amended by way of a new election form), I hereby
elect that _____________________ percent (_____ %) of my Compensation from the
Funds (as defined under the Agreement) be reduced and that the Funds establish a
bookkeeping account credited with amounts equal to the amount so reduced (the
"Deferral Account"). The Deferral Account shall be further credited with income
equivalents as provided under the Agreement.
I understand that the amounts held in the Deferral Account shall remain
the general assets of the Funds and that, with respect to the payment of such
amounts, I am merely a general creditor of the Funds. I may not sell, encumber,
pledge, assign or otherwise alienate the amounts held under the Deferral
Account.
I hereby agree that the terms of the Agreement are incorporated herein and
are made a part hereof. Dated as of the day and year first above written.
WITNESS: DIRECTOR:
WITNESS: RECEIVED BY:
Date: _________________
SCHEDULE A
Denver-based Xxxxxxxxxxx Funds
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Government Securities Portfolio (Panorama Series Fund, Inc.)
Growth Portfolio (Panorama Series Fund, Inc.)
International Equity Portfolio (Panorama Series Fund, Inc.)
LifeSpan Balanced Portfolio (Panorama Series Fund, Inc.)
LifeSpan Capital Appreciation Portfolio (Panorama Series Fund,
Inc.)
LifeSpan Diversified Income Portfolio (Panorama Series Fund, Inc.)
Xxxxxxxxxxx Bond Fund (Xxxxxxxxxxx Integrity Funds)
Xxxxxxxxxxx Bond Fund (Xxxxxxxxxxx Variable Account Funds)
Xxxxxxxxxxx Capital Appreciation Fund (Xxxxxxxxxxx Variable
Account Funds)
Xxxxxxxxxxx Cash Reserves
Xxxxxxxxxxx Champion Income Fund
Xxxxxxxxxxx Equity Income Fund
Xxxxxxxxxxx Global Securities Fund (Xxxxxxxxxxx Variable Account
Funds)
Xxxxxxxxxxx Growth Fund (Xxxxxxxxxxx Variable Account Funds)
Xxxxxxxxxxx Growth & Income Fund (Xxxxxxxxxxx Variable Account
Funds)
Xxxxxxxxxxx High Income Fund (Xxxxxxxxxxx Variable Account Funds)
Xxxxxxxxxxx High Yield Fund
Xxxxxxxxxxx Insured Municipal Fund (Xxxxxxxxxxx Municipal Fund)
Xxxxxxxxxxx Intermediate Municipal Fund (Xxxxxxxxxxx Municipal
Fund)
Xxxxxxxxxxx International Bond Fund
Xxxxxxxxxxx Limited-Term Government Fund
Xxxxxxxxxxx Main Street California Municipal Fund (Xxxxxxxxxxx
Main Street Funds, Inc.)
Xxxxxxxxxxx Main Street Income & Growth Fund (Xxxxxxxxxxx Main
Street Fund, Inc.)
Xxxxxxxxxxx Money Fund (Xxxxxxxxxxx Variable Account Funds)
Xxxxxxxxxxx Multiple Strategies Fund (Xxxxxxxxxxx Variable
Account Funds)
Xxxxxxxxxxx Real Asset Fund
Xxxxxxxxxxx Small Cap Growth Fund (Xxxxxxxxxxx Variable Account
Funds)
Xxxxxxxxxxx Strategic Bond Fund (Xxxxxxxxxxx Variable Account
Funds)
Xxxxxxxxxxx Strategic Income Fund
Xxxxxxxxxxx Total Return Fund, Inc.
The New York Tax-Exempt Income Fund, Inc.
Total Return Portfolio (Panorama Series Fund, Inc.)
DEFERRED COMPENSATION AGREEMENT
INVESTMENT DIRECTION FORM
TO: President or Secretary of the management investment
companies listed on Schedule A attached hereto
[Name of Director]
DATE: ___________________________
With respect to the Deferred Compensation Agreement (the "Agreement")
dated as of ____________________ by and between the undersigned and the
management investment companies listed on Schedule A attached hereto I hereby
elect that my Deferral Account under the Agreement be considered to be invested
as follows (in multiples of [25%]):
_______________________________ Fund _______________%
_______________________________ Fund _______________%
_______________________________ Fund _______________%
_______________________________ Fund _______________%
I acknowledge that I may amend this Investment Agreement in the manner,
and at such time, as permitted under the Agreement. Furthermore, I acknowledge
that, pursuant to Section 3.3(b) of the Agreement, the Funds have reserved the
right to disregard the elections made above and to consider my Deferral Account
to be deemed to be invested in the ____________________________ Fund.
WITNESS: DIRECTOR:
WITNESS: RECEIVED BY:
Date: _______________
SCHEDULE A
Denver-based Xxxxxxxxxxx Funds
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Government Securities Portfolio (Panorama Series Fund, Inc.)
Growth Portfolio (Panorama Series Fund, Inc.)
International Equity Portfolio (Panorama Series Fund, Inc.)
LifeSpan Balanced Portfolio (Panorama Series Fund, Inc.)
LifeSpan Capital Appreciation Portfolio (Panorama Series Fund,
Inc.)
LifeSpan Diversified Income Portfolio (Panorama Series Fund, Inc.)
Xxxxxxxxxxx Bond Fund (Xxxxxxxxxxx Integrity Funds)
Xxxxxxxxxxx Bond Fund (Xxxxxxxxxxx Variable Account Funds)
Xxxxxxxxxxx Capital Appreciation Fund (Xxxxxxxxxxx Variable
Account Funds)
Xxxxxxxxxxx Cash Reserves
Xxxxxxxxxxx Champion Income Fund
Xxxxxxxxxxx Equity Income Fund
Xxxxxxxxxxx Global Securities Fund (Xxxxxxxxxxx Variable Account
Funds)
Xxxxxxxxxxx Growth Fund (Xxxxxxxxxxx Variable Account Funds)
Xxxxxxxxxxx Growth & Income Fund (Xxxxxxxxxxx Variable Account
Funds)
Xxxxxxxxxxx High Income Fund (Xxxxxxxxxxx Variable Account Funds)
Xxxxxxxxxxx High Yield Fund
Xxxxxxxxxxx Insured Municipal Fund (Xxxxxxxxxxx Municipal Fund)
Xxxxxxxxxxx Intermediate Municipal Fund (Xxxxxxxxxxx Municipal
Fund)
Xxxxxxxxxxx International Bond Fund
Xxxxxxxxxxx Limited-Term Government Fund
Xxxxxxxxxxx Main Street California Municipal Fund (Xxxxxxxxxxx
Main Street Funds, Inc.)
Xxxxxxxxxxx Main Street Income & Growth Fund (Xxxxxxxxxxx Main
Street Fund, Inc.)
Xxxxxxxxxxx Money Fund (Xxxxxxxxxxx Variable Account Funds)
Xxxxxxxxxxx Multiple Strategies Fund (Xxxxxxxxxxx Variable
Account Funds)
Xxxxxxxxxxx Real Asset Fund
Xxxxxxxxxxx Small Cap Growth Fund (Xxxxxxxxxxx Variable Account
Funds)
Xxxxxxxxxxx Strategic Bond Fund (Xxxxxxxxxxx Variable Account
Funds)
Xxxxxxxxxxx Strategic Income Fund
Xxxxxxxxxxx Total Return Fund, Inc.
The New York Tax-Exempt Income Fund, Inc.
Total Return Portfolio (Panorama Series Fund, Inc.)
