AMENDMENT
AMENDMENT made as of April 3, 2001 to each custody agreement between each respective investment company
identified on Appendix A attached hereto (each hereinafter returned to as the "Fund") individually and severally,
and not jointly and severally, and The Bank of New York ("Custodian").
WITNESSETH:
WHEREAS, Rule 17f-7 under the Investment Company Act of 1940, as amended (the "Rule"), was adopted on
June 12, 2000 by the Securities and Exchange Commission;
WHEREAS, the Fund and Custodian desire to amend the Custody Agreement to conform with the Rule;
NOW, THEREFORE, the Fund and Custodian hereby agree as follows;
1. The following new article is hereby added to the Custody Agreement:
FOREIGN DEPOSITORIES
1. As used in this Article, the term "Foreign Depository" shall mean each Eligible Securities Depository as
defined in Rule 17f-7 under the Investment Company Act of 1940, as amended, identified to the Fund from
time to time, and their respective successors and nominees.
2. Notwithstanding any other provision in this Agreement, the Fund hereby represents and warrants, which
representations and warranties shall be continuing and shall be deemed to be reaffirmed upon any
delivery of a Certificate or any giving of Oral Instructions, Instructions, or Written Instructions, as
the case may be, that the Fund or its investment adviser has determined based upon and in reliance on
information provided by the Custodian that the custody arrangements of each Foreign Depository provide
reasonable safeguards against the custody risks associated with maintaining assets with such Foreign
Depository within the meaning of Rule 17f-7 under the Investment Company Act of 1940, as amended.
3. With respect to each Foreign Depository, Custodian shall exercise reasonable care, prudence, and
diligence such as a person having responsibilities for the safekeeping of the Fund's assets would
exercise (i) to provide the Fund with a written analysis of the custody risks associated with
maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing
basis and promptly notify the Fund in writing of any material change in such risks. The Fund
acknowledges and agrees that such analysis and monitoring shall be made on the basis of, and limited by,
information gathered from Subcustodians, trade associations of which Custodian is a member from time to
time, or through publicly available information otherwise obtained by Custodian, and shall not include
any evaluation of Country Risks. As used herein the term "Country Risks" shall mean with respect to any
Foreign Depository: (a) the financial infrastructure of the country in which it is organized, but not
of any Foreign Depository to the extent covered by an analysis described in clause (i) of this Section,
(b) such country's prevailing settlement practices, (c) nationalization, expropriation or other
governmental actions, (d) such country's regulation of the banking or securities industry, (e) currency
controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the order
execution of securities transactions or affect the value of securities.
2. This Amendment 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 amendment.
3. For each Fund organized as a Massachusetts business trust, a copy of its Declaration of Trust is on file
with the Secretary of 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.
4. This Agreement constitutes the entire agreement between the Fund and BNY with respect to the subject matter
hereof, and no provision in the Custody Agreement between the Fund and the Custodian shall affect the duties and
obligations of BNY hereunder, nor shall any provision in this Agreement affect the duties of obligations of the
Custodian under the Custody Agreement.
IN WITNESS WHEREOF, the Fund and Custodian have caused this Amendment to be executed by their respective
officers, thereunto duly authorized, as of the day and year first above written.
/s/ Xxxxxx X. Xxxxxxx, Secretary, on behalf of each Fund identified on
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Appendix A attached hereto individually and severally, and not jointly and
severally
THE BANK OF NEW YORK
/s/ Xxxxxx XxXxxx
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Name & Title: _Edward XxXxxx, Vice President
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 MidCap 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
CUSTODY/Custody Ag - Amendment BNY 4_01
