AMENDED AND RESTATED
FOREIGN CUSTODY MANAGER AGREEMENT
AGREEMENT made as of May 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 Citibank, N.A. ("Citibank").
WITNESSETH:
WHEREAS, the Fund appointed Citibank as foreign custody manager under a certain Foreign Custody Manager
Agreement dated September ___, 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 ______________, New York, New York
_____, 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. 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 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.
____________________, Secretary
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on behalf of each Fund identified on
Appendix A attached hereto individually and
severally, and not jointly and severally
CITIBANK, N.A.
By: ___________________________
Title: ____________________
Custody/Foreign Custody Manager Agreement Citibank 2001 May 3
Appendix A
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XXXXXXXXXXX QUEST FUNDS
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FUND ACCOUNT # ACCOUNT NAME
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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
FOREIGN CUSTODY MANAGER AGREEMENT
SCHEDULE I
[to be provided by Citibank, N.A.]
