FORM OF
SUPPLEMENTAL AGREEMENT
This Agreement ("Supplemental Agreement") is effective as of October 1,
2004, and is between JPMorgan Chase Bank, N.A. (formerly known as The Chase
Manhattan Bank) ("Bank") and each of the investment companies and other pooled
investment vehicles (which may be organized as corporations, business or other
trusts, limited liability companies, partnerships or other entities) managed by
Capital Research and Management Company and listed on Appendix A hereto, as such
Appendix may be amended from time to time (each a "Customer").
WHEREAS, each Customer is or may be organized with one or more series of
shares, each of which shall represent an interest in a separate investment
portfolio of cash, securities and other assets;
WHEREAS, each Customer has appointed, in accordance with the provisions of
the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules
and regulations thereunder, Bank as custodian on behalf of itself or those of
its existing or additional series of shares that are also listed on Appendix A
hereto (each such listed investment portfolio being referred to hereinafter as a
"Portfolio"), and Bank has agreed to act as custodian for the Portfolios under
the terms and conditions of a Global Custody Agreement dated June 29, 2001
("Custody Agreement);
WHEREAS, subsequent to the effective date of the Custody Agreement, the
U.S. Securities and Exchange Commission ("Commission") amended Rule 17f-4 under
the 1940 Act (as so amended, "Rule 17f-4"), and the parties hereto wish to
conform their activities governed by the Custody Agreement to the requirements
of Rule 17f-4;
WHEREAS, for administrative purposes only, each Customer wishes to evidence
its individual agreement with Bank in a single instrument, notwithstanding each
Customer's intention to be separately bound;
NOW THEREFORE, Bank and each Customer agree as follows:
1. Definitions
As used herein, the following terms shall have the following respective
meanings:
(a) Clearing corporation, financial asset, securities intermediary, and
security entitlement have the same meanings as is attributed to those terms in
ss. 8-102, ss. 8-103, and xx.xx. 8-501 through 8-511 of the Uniform Commercial
Code, 2002 Official Text and Comments, which are incorporated by reference in
Rule 17f-4.[NY]
(b) Custodian means a bank or other person authorized to hold assets for
the fund under Section 17(f) of the 1940 Act, but does not include Customer, a
foreign custodian or eligible securities depository whose use is governed by
Rules 17f-5 or 17f-7, or a vault, safe deposit box, or other repository for
safekeeping maintained by a bank or other company whose functions and physical
facilities are supervised by a federal or state authority if the fund maintains
its own assets there in accordance with Rule 17f-2.
(c) Intermediary custodian means any subcustodian that is a securities
intermediary and is qualified to act as a custodian.
(d) Securities depository means a clearing corporation that is registered
with the Commission as a clearing agency under section 17A of the Securities
Exchange Act of 1934; or a Federal Reserve Bank or other person authorized to
operate the federal book entry system described in the regulations of the
Department of Treasury codified at 31 CFR 357, Subpart B, or book-entry systems
operated pursuant to comparable regulations of other federal agencies.
2. Maintenance of Financial Assets and Cash at Securities Depository or
Intermediate Custodian
If Bank places and maintains a Customer's financial assets, corresponding
to Customer's security entitlements, with a securities depository or
intermediary custodian, Bank must:
(a) at a minimum exercise due care in accordance with reasonable commercial
standards in discharging its duty as a securities intermediary to obtain and
thereafter maintain such financial assets;
(b) provide, promptly upon request by Customer, such reports as are
available concerning the internal accounting controls and financial strength of
Bank; and
(c) require any intermediary custodian at a minimum to exercise due care in
accordance with reasonable commercial standards in discharging its duty as a
securities intermediary to obtain and thereafter maintain financial assets
corresponding to the security entitlements of its entitlement holders.
3. Miscellaneous
(a) Governing Law; Successors and Assigns; Immunity; Captions. THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK and shall not be assigned by
either party, but shall bind the successors in interest of Customer and Bank. To
the extent that in any jurisdiction Customer or Bank may now or hereafter be
entitled to claim, for itself or its assets, immunity from suit, execution,
attachment (before or after judgment) or other legal process, Customer or Bank,
as the case may be, irrevocably shall not claim, and it hereby waives, such
immunity. The captions given to the sections and subsections of this Agreement
are for convenience of reference only and are not to be used to interpret this
Agreement.
(b) Entire Agreement. This Agreement consists exclusively of this document
(including Appendix A). There are no other provisions hereof and this Agreement
supersedes any other agreements, whether written or oral, between the parties
and relating to the matters discussed herein; provided, however, that where the
provisions of the Custody Agreement are not inconsistent with the provisions of
this Agreement,the provisions of the Custody Agreement shall control; and
provided further, that (i) the limitations on Bank's liability with respect to
the acts or omissions of securities depositories contained in Section 14(d) of
the Custody Agreement shall control; and (ii) the standard of care applicable to
Bank as set forth in Section 3(a) of this Agreement, rather than the standard of
care applicable to Bank under the Custody Agreement, shall control. Any
amendment hereto must be in writing, executed by both parties.
(c) Severability. In the event that one or more provisions hereof are held
invalid, illegal or unenforceable in any respect on the basis of any particular
circumstances or in any jurisdiction, the validity, legality and enforceability
of such provision or provisions under other circumstances or in other
jurisdictions and of the remaining provisions shall not in any way be affected
or impaired.
(d) Waiver. Except as otherwise provided herein, no failure or delay on the
part of either party in exercising any power or right hereunder operates as a
waiver, nor does any single or partial exercise of any power or right preclude
any other or further exercise, or the exercise of any other power or right. No
waiver by a party of any provision hereof, or waiver of any breach or default,
is effective unless in writing and signed by the party against whom the waiver
is to be enforced.
(e) Notices. All notices hereunder shall be effective when actually
received. Any notices or other communications which may be required hereunder
are to be sent to the parties at the following addresses or such other addresses
as may subsequently be given to the other party in writing: (a) Bank: JPMorgan
Chase Bank, N.A., 4 Chase MetroTech Center, Brooklyn, N.Y. 11245, Attention:
Xxxxx Xxxxxxxx, Vice President, Global Investor Services, Investment Management
Group; and (b) Customer: [Name of Customer], c/o Capital Research and Management
Company, Attention: Xxxxxx X. Xxxxxxx, Senior Vice President, 000 Xxxxx Xxxxx
Xxxxxxx Xxxxxxxxx, Xxxx, XX 00000-0000; with a copy to: Xxxxxx X. Xxxxxxxx, Vice
President and Senior Counsel, Capital Research and Management Company, 000 X.
Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000.
(f) Termination. This Agreement may be terminated as to one or more
Portfolios by Customer or Bank by giving sixty (60) days' written notice to the
other, provided that such notice to Bank shall specify the names of the persons
to whom Bank shall deliver the Assets belonging to the affected Portfolios in
the Accounts. If notice of termination is given by Bank, Customer shall, within
sixty (60) days following receipt of the notice, deliver to Bank Instructions
specifying the names of the persons to whom Bank shall deliver the Assets
belonging to the affected Portfolios. In either case Bank shall deliver the
Assets belonging to the affected Portfolios to the persons so specified, after
deducting any amounts which Bank determines in good faith to be owed to it under
Section 15. If within sixty (60) days following receipt of a notice of
termination by Bank, Bank does not receive Instructions from Customer specifying
the names of the persons to whom Bank shall deliver the Assets belonging to the
affected Portfolios, Bank, at its election, may deliver such Assets to a bank or
trust company doing business in the State of New York to be held and disposed of
pursuant to the provisions hereof, or to Authorized Persons, or may continue to
hold such Assets until Instructions are provided to Bank. For avoidance of
doubt, each Customer, Portfolio or the Bank may terminate this Agreement
pursuant to its provisions and the Agreement shall survive such termination in
respect of the remaining Customers and Portfolios that have not so terminated or
been terminated.
(g) Representative Capacity; Non-recourse Obligations. A COPY OF THE
DECLARATION OF TRUST OR OTHER ORGANIZATIONAL DOCUMENT OF EACH CUSTOMER IS ON
FILE WITH THE SECRETARY OF STATE OF THE STATE OF THE CUSTOMER'S FORMATION, AND
NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT IS NOT EXECUTED ON BEHALF OF THE
TRUSTEES OF ANY CUSTOMER AS INDIVIDUALS, AND THE OBLIGATIONS OF THIS AGREEMENT
ARE NOT BINDING UPON ANY OF THE TRUSTEES, OFFICERS, SHAREHOLDERS OR PARTNERS OF
ANY FUND INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS AND PROPERTY OF EACH
CUSTOMER'S RESPECTIVE PORTFOLIOS. BANK AGREES THAT NO SHAREHOLDER, TRUSTEE,
OFFICER OR PARTNER OF ANY FUND MAY BE HELD PERSONALLY LIABLE OR RESPONSIBLE FOR
ANY OBLIGATIONS OF ANY CUSTOMER ARISING OUT OF THIS AGREEMENT.
(h) Several Obligations of each Customer and Portfolio. With respect to any
obligations of a customer on behalf of any of its Portfolios arising OUT OF THIS
AGREEMENT, Bank shall look for payment or satisfaction of any such obligation
solely to THE ASSETS AND PROPERTY OF THE Portfolio TO WHICH SUCH obligation
relates as though that CUSTOMER had separately contracted with Bank by separate
written agreement with respect to EACH OF ITS PORTFOLIOS. The rights and
benefits to which a given Portfolio is entitled hereunder shall be solely those
of such Portfolio and no other Portfolio hereunder shall receive such benefits.
IN WITNESS WHEREOF, each of the Customers and Bank have executed this
Agreement as of the date first-written above. Execution of this Agreement by
more than one Customer shall not create a contractual or other obligation
between or among such Customers (or between or
among their respective Portfolios) and this Agreement shall constitute a
separate agreement between Bank and each Customer on behalf of itself or each of
its Portfolios.
EACH OF THE CUSTOMERS LISTED ON
APPENDIX A ATTACHED HERETO, ON
BEHALF OF ITSELF OR ITS LISTED PORTFOLIOS
By: CAPITAL RESEARCH AND MANAGEMENT COMPANY
By:____________________________________
Name:
Title:
JPMorgan Chase Bank, N.A.
By:____________________________________
Name:
Title: Vice President
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APPENDIX A
CUSTOMERS AND PORTFOLIOS
Dated as of October 1, 2004
The following is a list of Customers and their respective Portfolios for
which Bank shall serve under this Agreement.
CUSTOMER PORTFOLIO:
AMCAP Fund, Inc.
EuroPacific Growth Fund
New Perspective Fund, Inc.
New World Fund, Inc.
American Mutual Fund, Inc.
Capital World Growth and Income Fund, Inc.
The Investment Company of America
Capital Income Builder, Inc.
The Income Fund of America, Inc.
American Balanced Fund, Inc.
American High Income Trust
The Bond Fund of America, Inc.
Capital World Bond Fund, Inc.
Intermediate Bond Fund of America
U.S. Government Securities Fund
American High-Income Municipal Bond Fund, Inc.
Limited Term Tax-Exempt Bond Fund of America
The Tax-Exempt Bond Fund of America, Inc.
The Tax-Exempt Fund of California
The Cash Management Trust of America
The Tax-Exempt Money Fund of America
The U.S. Treasury Money Fund of America
Endowments - Growth and Income Portfolio
Endowments - Bond Portfolio
