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:
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 § 8-102, § 8-103, and
§§ 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.
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2.
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Maintenance
of Financial Assets and Cash at Securities Depository or Intermediate
Custodian
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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.
(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
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
Tax-Exempt Money Fund of America
The
U.S.
Treasury Money Fund of America
Endowments
- Growth and Income Portfolio
Endowments
- Bond Portfolio
