GLOBAL CUSTODY AGREEMENT
This
AGREEMENT is
effective as of June 29, 2001, and is between 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 desires to appoint, 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 hereinafter set forth;
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:
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Appointment
of Custodian; Customer
Accounts.
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Customer
hereby
appoints Bank as its custodian for each Portfolio. Bank hereby accepts such
appointment. Bank, acting as “Securities Intermediary” (as defined in Section 2
hereof) shall establish and maintain the following accounts in the name of
Customer on behalf of each Portfolio:
(a) a
Custody Account
for Securities and other Financial Assets (as such terms are defined in Section
2 hereof);
(b) an
account
(“Deposit Account”) for any and all cash in any currency received by Bank or its
Subcustodian for the account of the Portfolio, which cash shall not be subject
to withdrawal by draft or check; and
(c) upon
Instructions
from Customer, an account ("Transaction Account") for a given Portfolio for
U.S.
dollar cash movements not related to Securities and other Financial Assets
held
in the Custody Account or the Deposit Account, with cash in such Account to
be
used by Chase to fund withdrawals by draft or check as determined by
Customer.
Customer
warrants
its authority on behalf of each Portfolio to: (i) deposit the Financial Assets
and cash (collectively, "Assets") received in the Custody Account or the Deposit
Account, as the case may be (collectively, “Accounts”) and (ii) give
Instructions concerning the Accounts and such Instructions shall be clear as
to
which Portfolio they relate. Bank may deliver Financial Assets of the same
class
in place of those deposited in the Custody Account.
Bank
shall be
accountable under the terms of this agreement to the Customer for all Assets
held in the Accounts and shall take prompt and appropriate action to remedy
any
discrepancies with respect to such Assets. Upon written agreement between Bank
and Customer, additional Accounts may be established and separately accounted
for as additional Accounts hereunder.
As
used herein, the
following terms shall have the following respective meanings:
(a) “Affiliate”
shall
mean an entity controlling, controlled by, or under common control with, another
entity.
(b) “Authorized
Person"
shall mean an employee or agent (including an investment manager) designated
by
prior written notice from Customer or its designated agent to act on behalf
of
Customer hereunder. Such persons shall continue to be Authorized Persons until
such time as Bank receives Instructions from Customer or its designated agent
that any such employee or agent is no longer an Authorized Person.
(c) “Certificated
Security” shall mean a Security that is represented by a
certificate.
(d) “Custody
Account”
shall mean each custody account on Bank’s records to which Financial Assets are
or may be credited pursuant hereto.
(e) “Eligible
Foreign
Custodian” shall have the meaning assigned thereto in Rule 17f-5 (and shall
include any entity qualifying as such pursuant to an exemp-tion, rule or other
appropriate action of the U.S. Securities and Exchange Commission).
(f) “Eligible
Securities Depository” shall have the meaning assigned thereto in Rule 17f-7
(and shall include any entity qualifying as such pursuant to an exemption,
rule
or other appropriate action of the U.S. Securities and Exchange
Commission).
(g) “Eligible
Contract”
shall mean a currently effective written contract between Bank and a
Subcustodian satisfying the requirements of paragraph (c)(2) of Rule 17f-5
(including any amendments thereto or successor provisions).
(h) “Entitlement
Holder” shall mean the person on the records of a Securities Intermediary as the
person having a Securities Entitlement against the Securities
Intermediary.
(i) “Financial
Asset”
shall have the meaning assigned thereto in Article 8 of the Uniform Commercial
Code, which, as of the date hereof, generally means:
(i) a
Security;
(ii) an
obligation of a
person or a share, participation or other interest in a person or property
or
enterprise of a person, which is, or is of a type, dealt in or traded on
financial markets, or which is recognized in any area in which it is issued
or
dealt in as a medium for investment; or
(iii) any
property that
is held by a Securities Intermediary for another person in a Securities account
if the Securities Intermediary has expressly agreed with the other person that
the property is to be treated as a financial asset under Article 8 of the
Uniform Commercial Code. As the context requires, the term means either the
interest itself or the means by which a person’s claim to it is evidenced,
including a Certificated Security or an Uncertificated Security, a Security
certificate, or a Security Entitlement. Financial Asset shall in no event mean
cash.
(j) “Foreign
Assets”
shall have the meaning assigned thereto under Rule 17f-5, which, as of the
date
hereof, means any investments (including foreign currencies) for which the
primary market is outside the United States, and any cash and cash equivalents
that are reasonably necessary to effect Customer’s transactions in those
investments.
(k) “Instructions"
shall mean instructions of any Authorized Person received by Bank, via
telephone, telex, facsimile transmission, bank wire or other teleprocess or
electronic instruction or trade information system (which may include
Internet-based systems involving appropriate testing and authentication)
acceptable to Bank which Bank believes in good faith to have been given by,
or
under the direction of, Authorized Persons. The term "Instructions" includes,
without limitation, instructions to sell, assign, transfer, deliver, purchase
or
receive for the Custody Account, any and all stocks, bonds and other Financial
Assets or to transfer funds in the Deposit Account.
(l) “Local
Practice”
shall mean the customary securities trading or securities processing practices
and procedures generally accepted by Institutional Investors in the jurisdiction
or market in which the transaction occurs, including, without
limitation:
| (i) |
delivering
Financial Assets to the purchaser thereof or to a dealer therefor
(or an
agent for such purchaser or dealer) with the expectation of receiving
later payment for such securities from such purchaser or dealer;
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(ii)
delivering
cash to
a seller or a dealer (or an agent for such seller or dealer) against expectation
of receiving later delivery of purchased Financial Assets; or
(iii)
in
the case of a
purchase or sale effected through a securities system, in accordance with the
rules governing the operation of such system.
(m) “Institutional
Investor” shall mean a major commercial bank, corporation, insurance company, or
substantially similar institution, which, as a substantial part of its business
operations, purchases and sells Financial Assets and makes use of global
custodial services.
(n) “Riders”
shall
have
the meaning assigned thereto in Section 16(f) of this
Agreement.
(o) “Rule
17f-5” shall
mean rule 17f-5 under the 1940 Act, including any amendments thereto or
successor rules.
(p) “Rule
17f-7” shall
mean rule 17f-7 under the 1940 Act, including any amendments thereto or
successor rules.
(q) “Security”
shall
have the meaning assigned thereto in Article 8 of the Uniform Commercial Code,
which, as of the date hereof, generally means an obligation of an issuer or
a
share, participation, or other interest in an issuer or in property or an
enterprise of an issuer:
(i) which
is
represented by a security certificate in bearer or registered form, or the
transfer of which may be registered upon books maintained for that purpose
by or
on behalf of the issuer;
(ii) which
is one of a
class or series or by its terms is divisible into a class or series of shares,
participations, interests, or obligations; and
(iii) which:
| (A) |
is,
or is of
a type, dealt in or traded on securities exchanges or securities
markets;
or
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| (B) |
is
a medium
for investment and by its terms expressly provides that it is a security
governed by Article 8 of the Uniform Commercial
Code.
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(r) “Securities
Entitlement” shall mean the rights and property interest of an Entitlement
Holder with respect to a Financial Asset as set forth in Part 5 of Article
8 of
the Uniform Commercial Code.
(s) “Securities
Intermediary” shall have the meaning assigned thereto in Article 8 of the
Uniform Commercial Code, which, as of the date hereof, means Bank, a
Subcustodian, a securities depository, clearing corporation or any other person,
including a bank or broker, that in the ordinary course of its business
maintains securities accounts for others and is acting in that
capacity.
(t) “Uncertificated
Security” shall mean a Security that is not represented by a
certificate.
(u) “Uniform
Commercial
Code” shall mean the Uniform Commercial Code of the State of New York, as
amended from time to time.
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3.
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Maintenance
of Financial Assets and Cash at Bank and Subcustodian
Locations.
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Unless
Instructions
specifically require another location reasonably acceptable to
Bank:
(a) Financial
Assets
shall be held in the country or other jurisdiction in which the principal
trading market for such Financial Assets is located, where such Financial Assets
are to be presented for payment or where such Financial Assets are acquired;
and
(b) Cash
shall be
credited to an account in a country or other jurisdiction in which such cash
may
be legally deposited or is the legal currency for the payment of public or
private debts.
Cash
may be held
pursuant to Instructions in either interest or non-interest bearing accounts
as
may be available for the particular currency. To the extent Instructions are
issued and Bank can comply with such Instructions, Bank is authorized to
maintain cash balances on deposit for Customer with itself (or its Affiliates,
in accordance with applicable law and regulation), at such reasonable rates
of
interest as may from time to time be paid on such accounts, or in non-interest
bearing accounts as Customer may direct, if acceptable to Bank.
If
Customer wishes
to have any Foreign Assets belonging to one or more Portfolios held in the
custody of an institution other than the established Subcustodians as defined
in
Section 4 (or an Eligible Securities Depository listed on Schedule B hereto),
such arrangement must be authorized by a written agreement, signed by Bank
and
Customer.
(a) Bank
may act under
the Agreement through the subcustodians with which Bank has entered into
Eligible Contracts and which are listed on Schedule A attached hereto
(“Subcustodians”). Bank reserves the right, exercising reasonable discretion, to
amend Schedule A from time to time. Any such amendment shall be effective upon
45 calendar days’ notice to Customer in accordance with the
Agreement.
(b) Bank
hereby
represents to Customer that each Subcustodian is an Eligible Foreign Custodian.
If Schedule A is amended to add one or more Subcustodians, this representation
shall be effective as to the amended Schedule on the date of such amendment.
Bank shall promptly advise Customer if any Subcustodian ceases to be an Eligible
Foreign Custodian.
(c) Customer
authorizes
Bank to hold Assets belonging to each Portfolio in accounts that Bank has
established with one or more of its branches or such Subcusto-dians, provided
that, in the case of an Eligible Foreign Custodian, Customer’s Foreign Custody
Manager has made the determinations required by Rule 17f-5 with respect to
the
Portfolio’s Foreign Assets to be held by such Subcustodian. If Bank is not
acting as Foreign Custody Manager for the relevant Portfolio at such time,
Customer shall give Bank appropriate notice of such
determinations.
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5.
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Appointment
as Foreign Custody
Manager.
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Customer
hereby
appoints Bank as its Foreign Custody Manager for each Portfolio in accordance
with Rule 17f-5. Bank hereby accepts such appointment. Customer and Bank shall
act in conformity with such rule (including any amendments thereto or successor
provisions) for as long as Bank acts as Customer’s Foreign Custody Manager.
Bank’s appointment as Foreign Custody Manager for a Portfolio (or for a
particular country or other political or geographical jurisdiction) may be
terminated at any time by Customer or Bank, regardless of whether Bank serves
as
custodian for such Portfolio hereunder. Any such termination as to one or more
Portfolios (or jurisdictions) shall be effected in a manner consistent with
the
provisions for notice and termination set forth elsewhere in this Agreement.
Bank shall not be obligated to serve in this capacity for a Portfolio if Bank
no
longer acts as Customer’s custodian for such Portfolio.
As
of the date
hereof, Rule 17f-5 provides that Customer may from time to time place or
maintain in the care of an Eligible Foreign Custodian any of Customer’s Foreign
Assets, provided
that:
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(a)
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Customer’s
Foreign Custody Manager determines that Customer’s assets will be subject
to reasonable care, based on the standards applicable to custodians
in the
relevant market, if maintained with the Eligible Foreign Custodian,
after
considering all factors relevant to the safekeeping of such assets,
including, without limitation:
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(i)
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The
Eligible
Foreign Custodian’s practices, procedures, and internal controls,
including, but not limited to, the physical protections available
for
Certificated Securities (if applicable), the method of keeping custodial
records, and the security and data protection practices;
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(ii)
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Whether
the
Eligible Foreign Custodian has the requisite financial strength to
provide
reasonable care for Foreign Assets;
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(iii)
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The
Eligible
Foreign Custodian’s general reputation and standing; and
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(iv)
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Whether
Customer will have jurisdiction over and be able to enforce judgments
against the Eligible Foreign Custodian, such as by virtue of the
existence
of any offices of the custodian in the United States or the custodian’s
consent to service of process in the United
States.
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(b)
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The
arrangement with the Eligible Foreign Custodian is governed by a
written
contract that Customer’s Foreign Custody Manager, has determined will
provide reasonable care for Customer’s assets based on the standards set
forth in paragraph (a) above.
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(i)
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Such
contract
must provide:
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(A)
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For
indemnification or insurance arrangements (or any combination of
the
foregoing) that will adequately protect Customer against the risk
of loss
of Foreign Assets held in accordance with such
contract;
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(B)
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That
Foreign
Assets will not be subject to any right, charge, security interest,
lien
or claim of any kind in favor of the Eligible Foreign Custodian or
its
creditors, except a claim of payment for their safe custody or
administration or, in the case of cash deposits, liens or rights
in favor
of creditors of the custodian arising under bankruptcy, insolvency,
or
similar laws;
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(C)
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That
beneficial ownership of the Foreign Assets will be freely transferable
without the payment of money or value other than for safe custody
or
administration;
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(E)
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That
adequate
records will be maintained identifying the assets as belonging to
Customer
or as being held by a third party for the benefit of
Customer;
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(F)
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That
Customer’s independent public accountants will be given access to those
records or confirmation of the contents of those records;
and
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(G)
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That
Customer
will receive periodic reports with respect to the safekeeping of
Customer’s assets, including, but not limited to, notification of any
transfer to or from Customer’s account or a third party account containing
assets held for the benefit of Customer.
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(ii)
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Such
contract
may contain, in lieu of any or all of the provisions specified in
paragraph (b)(i) above, such other provisions that Customer’s Foreign
Custody Manager, determines will provide, in their entirety, the
same or a
greater level of care and protection for the Foreign Assets as the
specified provisions, in their
entirety.
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(c)
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(i)
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Customer’s
Foreign Custody Manager, has established a system to monitor the
appropriateness of maintaining Customer’s assets with a particular
custodian under paragraph (a) above, and to monitor performance of
the
contract under paragraph (b) above.
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(ii)
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If
an
arrangement no longer meets these requirements, Customer must withdraw
its
assets from the Eligible Foreign Custodian as soon as reasonably
practicable.
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Customer’s
Foreign
Custody Manager will provide written reports in a form reasonably acceptable
to
Customer (or an Authorized Person) notifying Customer’s Board of Directors (or
equivalent body; hereinafter, “Board”) of the placement of Customer’s Foreign
Assets with a particular custodian and of any material change in Customer’s
non-U.S. custody arrangements, with the reports to be provided to the Board
at
such times as the Board deems reasonable and appropriate based on the
circumstances of Customer’s non-U.S. custody arrangements.
Customer
hereby
confirms that Customer will withdraw its Foreign Assets from any non-U.S.
custodian as soon as reasonably practicable upon written notification from
Customer’s Foreign Custody Manager that custody arrangements with such custodian
no longer meet the requirements of Rule 17f-5 (an “Adverse Notification”).
Customer also confirms that, if Bank is acting as Customer’s Foreign Custody
Manager and has delivered an Adverse Notification to Customer, Bank, as Foreign
Custody Manager, shall have no further responsibility under this Agreement
in
relation to Customer’s Foreign Assets held under any custody arrangement covered
by such Adverse Notification. (However, the existence of an Adverse Notification
shall not affect the scope of responsibilities, or the standard of care,
applicable to Bank in relation to such Assets under other provisions of this
Agreement.)
6. Securities
Depositories.
(a) Bank
hereby
represents to Customer that each securities depository listed on Schedule B
is
an Eligible Securities Depository. If Schedule B is amended, this representation
shall be effective as to the amended Schedule on the date of such amendment.
Bank shall promptly advise Customer if any securities depository listed on
Schedule B ceases to be an Eligible Securities Depository.
(b) Bank
shall provide
Customer an analysis of the custody risks (which analyses may be provided to
Customer electronically) associated with maintaining Customer’s Foreign Assets
with each Eligible Securities Depository used by Bank as of a date to be agreed
upon between the parties, but which shall in no event be later than June 15,
2001, (or, in the case of an Eligible Securities Depository not used by Bank
as
of the agreed upon date, prior to the initial placement of Customer’s Foreign
Assets at such Depository after such date) and at which any Foreign Assets
of
Customer are held or are expected to be held. Bank shall monitor the custody
risks associated with maintaining Custo-mer’s Foreign Assets at each such
Eligible Securities Depository on a continuing basis, and shall promptly notify
Customer or its investment adviser of any material changes in such
risks.
(c) Bank
shall, upon
Customer’s reasonable request from time to time, provide certain additional
information (“Additional Information”) to Customer beyond the scope of the
information Bank is otherwise obligated to provide to Customer under this
Agreement, or any other agreement between the parties relating to Customer’s
Foreign Assets. For example, Additional Information may relate to a country’s
financial infrastructure, prevailing custody and settlement practices, laws
applicable to the safekeeping and recovery of Foreign Assets held in custody,
and the likelihood of nationalization, currency controls and similar risks,
but
shall not include information required to be provided under this Agreement
or
any other agreement between the parties relating to Customer’s Foreign
Assets.
(d) Bank’s
obligation
to provide Customer with Additional Information shall be limited to the extent
Additional Information is (i) already in the possession of Bank, or (ii)
available to Bank using commercially reasonable means. Customer hereby
acknowledges that: (i) Additional Information is designed solely to inform
Customer of certain market conditions and procedures and is not intended as
a
recommendation to invest or not invest in particular markets; and (ii) Bank
has
gathered the information from sources it considers reliable, but does not assume
responsibility for inaccuracies or incomplete information attributable to
actions or omissions of third parties. (For this purpose, “third parties” shall
not include any of the Subcustodians listed on Schedule A, except to the extent
that, in a given case, a Subcustodian accurately transmitted information it
had
itself received from a third party (such as from a regulator or securities
depository) rather than information it had generated itself.)
(e) Customer
and Bank
hereby acknowledge and agree that the decision to place Customer's Foreign
Assets with an Eligible Securities Depository shall be made by Customer's
investment adviser (subject to the Board's oversight) or the Customer, after
consideration of the information provided by Bank and other information Customer
deems relevant, and based on standards of care that are generally applicable
to
investment advisers and the Board. Further, the parties understand that the
decision to place Customer’s Foreign Assets with an Eligible Securities
Depository does not have to be made separately, but may be made in the overall
context of the decision to invest in a particular country.
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Use
of Subcustodians and Securities
Depositories.
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(a) Bank
shall identify
the Assets on its books as belonging to Customer and identify the Portfolio
to
which such Assets belong.
(b) A
Subcustodian
shall hold such Assets together with assets belonging to other customers of
Bank
in accounts identified on such Subcustodian's books as custody accounts for
the
exclusive benefit of customers of Bank.
(c) Any
Financial
Assets in the Accounts held by a Subcustodian shall be subject only to the
instructions of Bank or its agent. Any Financial Assets held in a securities
depository for the account of a Subcustodian shall be subject only to the
instructions of such Subcustodian or its agent.
(d) Where
Securities
are deposited by a Subcustodian with a securities depository, Bank shall cause
the Subcustodian to identify on its books as belonging to Bank, as agent, the
Securities shown on the Subcustodian’s account on the books of such securities
depository.
(e) Bank
shall supply
periodically, as mutually agreed upon, a statement in respect of any Securities
and cash, including identification of the foreign entities having custody of
the
Securities and cash and descriptions thereof.
(a) Bank
(or the
applicable Subcustodian) shall make payments from the Deposit Account upon
receipt of Instructions which include all information required by
Bank.
(b) In
the event that
any payment to be made under this Section 8 exceeds the funds available in
the
Deposit Account, Bank, in its discretion, may advance Customer such excess
amount which shall be deemed a loan payable on demand, bearing interest at
the
rate customarily charged by Bank on similar loans.
(c) Bank
shall, or
shall cause the applicable Subcustodian to: (i) subject to the last sentence
hereof, collect amounts due and payable to Customer with respect to Financial
Assets and other assets held in the Accounts; (ii) promptly credit to the
account of Customer all income and other payments relating to Financial Assets
or other Assets held by Bank hereunder upon Bank’s receipt (or the applicable
Subcustodian’s receipt) of such income or payments or as otherwise agreed in
writing by Customer and Bank; and (iii) promptly endorse and deliver instruments
required to effect such collections. If Bank credits the Deposit Account on
a
payable date, or at any time prior to actual collec-tion and reconciliation
to
the Deposit Account, with interest, dividends, redemptions or any other amount
due, Customer shall promptly return any such amount upon oral or written
notification: (i) that such amount has not been received in the ordinary course
of business or (ii) that such amount was incorrectly credited. If Customer
does
not promptly return any amount upon such notification, Bank shall be entitled,
upon oral or written notification to Customer, to reverse such credit by
debiting the Deposit Account for the amount pre-viously credited. Bank shall
furnish regular overdue income reports to Customer in writing (or by any means
by which Instructions may be transmitted hereunder, other than by telephone)
of
any amounts payable with respect to Financial Assets or other Assets of Customer
if such amounts are not received by Bank (or the applicable Subcustodian) when
due (or otherwise in accordance with Local Practice). Bank or its Subcustodian
shall have no duty or obligation to institute legal proceedings, file a claim
or
a proof of claim in any insolvency proceeding or take any other action with
respect to the collection of such amount, but may act for Customer upon
Instructions after consultation with Customer.
(a) Financial
Assets
shall be transferred, exchanged or delivered by Bank or its Subcustodian upon
receipt by Bank of Instructions which include all information required by Bank.
Settlement and payment for Financial Assets received for, and delivery of
Financial Assets out of, the Custody Account shall be made in accordance with
Local Practice. In connection with the foregoing, where Bank believes in good
faith that use of a reasonably available alternative practice to Local Practice
would be more protective of Financial Assets than Local Practice, Bank shall
advise Customer of such practice and if Customer authorizes its use such
practice shall then be deemed to be Local Practice.
(b) Bank,
in its
discretion, may credit or debit the Accounts on a contractual settlement date
with cash or Financial Assets with respect to any sale, exchange or purchase
of
Financial Assets. Otherwise, such transactions shall be credited or debited
to
the Accounts on the date cash or Financial Assets are actually received by
Bank
(or the applicable Subcustodian) and reconciled to the Account.
(i) Bank
may reverse
credits or debits made to the Accounts in its discretion if the related
transaction fails to settle within a reasonable period, determined by Bank
in
its discretion, after the contractual settlement date for the related
transaction; provided however that prior to taking action, Bank will use every
reasonable effort to give Customer written notice of any such reversal which
may
include back valuation.
(ii) If
any Financial
Assets delivered pursuant to this Section 9 are returned by the recipient
thereof, Bank may reverse the credits and debits of the particular transaction
at any time.
Bank
shall follow
Instructions received regarding Assets held in the Accounts. However, until
it
receives Instructions to the contrary, Bank shall:
(a) Present
for payment
any Financial Assets which are called, redeemed or retired or other-wise become
payable and all coupons and other income items which call for payment upon
presentation, to the extent that Bank or Subcustodian is actually aware of
such
opportunities.
(b) Execute
in the name
of Customer such ownership and other certificates as may be required to obtain
payments in respect of Financial Assets.
(c) Exchange
interim
receipts or temporary Financial Assets for definitive Financial
Assets.
(d) Appoint
brokers and
agents for any transaction involving the Financial Assets, including, without
limitation, Affiliates of Bank or any Subcustodian.
(e) Issue
statements to
Customer, at times mutually agreed upon, identifying the Assets in the
Accounts.
Bank
shall send
Customer an advice or notification of any transfers of Assets to or from the
Accounts. Such statements, advices or notifications shall indicate the identity
of the entity having custody of the Assets.
All
collections of
funds or other property paid or distributed in respect of Financial Assets
in
the Custody Account shall be made at the risk of Customer until such funds
or
other property have been received by Bank (or the applicable Subcustodian).
Bank
shall have no liability for any loss occasioned by delay (other than its own)
in
the actual receipt of notice by Bank or by its Subcustodians of any payment,
redemption or other trans-action regarding Financial Assets in the Custody
Account in respect of which Bank has agreed to take any action
hereunder.
(a) Corporate
Actions.
Bank shall
transmit promptly to Customer on behalf of each Portfolio summary notification
of corporate action information received on a timely basis by Bank (including,
without limitation, pendency of calls and maturities of Financial Assets and
expirations of rights in connection therewith and notices of exercise of call
and put options written by Customer on behalf of a Portfolio and the maturity
of
futures contracts (and options thereon) purchased or sold by Customer on behalf
of a Portfolio) from issuers of the Financial Assets being held for a Portfolio.
With respect to tender or exchange offers, Bank shall transmit promptly to
Customer on behalf of each Portfolio notice of corporate action information
received on a timely basis by Bank from issuers of the Financial Assets whose
tender or exchange is sought and from the party (or its agents) making the
tender or exchange offer. If Customer desires to take action with respect to
any
tender offer, exchange offer or any other similar transaction, Customer shall
notify Bank within such period as will give Bank (including any Subcustodian)
sufficient time to take such action. Bank shall inform Customer of pertinent
deadlines in each case.
When
a rights
entitlement or a fractional interest resulting from a rights issue, stock
dividend, stock split or similar corporate action is received which bears an
expiration date, Bank shall use reasonable efforts to obtain Instructions from
Customer or its Authorized Person, even if its own deadlines for receiving
instructions have passed; however, if Instructions are not received in time
for
Bank to take timely action, or actual notice of such Corporate Action was
received too late to seek Instructions, Bank shall take no action.
(b) Proxy
Voting.
(i) Bank
shall, with
respect to Financial Assets that are not Foreign Assets, cause to be promptly
executed by the registered holder of such Financial Assets, if the Financial
Assets are registered otherwise than in the name of Customer on behalf of a
Portfolio or a nominee thereof, all proxies, without indication of the manner
in
which such proxies are to be voted, and shall promptly deliver to Customer
such
proxies, all proxy soliciting materials and all notices relating to such
Financial Assets.
(ii) Bank
shall, with
respect to Financial Assets that are Foreign Assets, use commercially reasonable
efforts to facilitate the exercise of voting and other shareholder proxy rights;
it being understood and agreed that (A) proxy voting may not be available in
all
markets (it being understood that Bank shall make proxy voting services
available to Customer in a given market where Bank offers such services to
any
other custody client), and (B) apart from voting, Bank will, upon request and
in
its discretion, assist customer in exercising other shareholder rights such
as
attending shareholder meetings, nominating directors and proposing agenda items.
In particular, and without limiting the generality of the foregoing, Bank may
provide written summaries of proxy materials in lieu of providing original
materials (or copies thereof) and while Bank shall attempt to provide accurate
summaries, whether or not translated, Bank shall not be liable for any losses
or
other consequences that may result from reliance by Customer upon the same
where
Bank prepared the same in good faith and with reasonable efforts. Customer
acknowledges that local conditions, including lack of regulation, onerous
procedural obligations, lack of notice, practical constraints and other facts,
may have the effect of severely limiting the ability of Customer to exercise
shareholder rights. In addition, Customer acknowledges that: (A) in certain
countries Bank may be unable to vote individual proxies but shall only be able
to vote proxies on a net basis (e.g.,
a net yes or no
vote given the voting instructions received from all customers); and (B) proxy
voting may be precluded or restricted in a variety of circumstances, including,
without limitation, where the relevant Financial Assets are: (1) on loan; (2)
at
registrar for registration or reregistration; (3) the subject of a conversion
or
other corporate action; (4) not held in a name subject to the control of Bank
or
its Subcustodian or are otherwise held in a manner which precludes voting;
(5)
held in a margin or collateral account; and (6) American Depository Receipts.
(iii)
Customer and
each Authorized Person shall respect the proprietary nature of information
developed exclusively through the efforts of Bank (or Subcustodians or other
parties acting under Bank’s direction) in relation to proxy voting
services.
(c) Taxes.
(i) Customer
confirms
that Bank is authorized to deduct from any cash received or credited to the
Deposit Account any taxes or levies required to be deducted by any revenue
or
other govern-mental authority for whatever reason in respect of the Custody
Account.
(ii) Customer
shall
provide Bank with all required tax-related documentation and other information
relating to Assets held hereunder (“Tax Information”). Tax Information shall
include, but shall not be limited to, information necessary for submission
to
revenue or other governmental authorities to establish taxable amounts or reduce
tax burdens that would otherwise be borne by a Portfolio. Upon receipt of
Instructions and all required Tax Information from Customer, Bank shall (A)
execute ownership and other certificates and affidavits for all tax purposes
(within and outside of the United States) in connection with receipt of income
and other payments with respect to Assets held hereunder, or in connection
with
the purchase, sale or transfer of such Assets, and (B) where appropriate, file
any certificates or other affidavits for the refund or reclaim of non-U.S.
taxes
paid with respect to such Assets. Customer warrants that, when given, Tax
Information shall be true and correct in all material respects. Customer shall
notify Bank promptly if any Tax Infor-mation requires updating or amendment
to
correct misleading information.
(iii) Bank
shall have no
responsibility or liability for any tax obligations (including both taxes and
any and all penalties, interest or additions to tax) now or hereafter imposed
on
Customer, its Portfolio, or Bank as Customer’s custodian, by any revenue or
governmental authority, or penalties or other costs or expenses arising out
of
the delivery of, or failure to deliver, Tax Information by Customer
(iv) Bank
shall perform
tax reclaim services only with respect to taxation levied by the revenue
authorities of the countries notified to Customer from time to time and Bank
may, by notification in writing, in Bank’s absolute discretion, supplement or
amend the markets in which tax reclaim services are offered; provided that,
Bank
shall make tax reclaim services available to Customer in a given country where
Bank offers such services to any other custody client having the same tax
status. Other than as expressly provided in this sub-clause, Bank shall have
no
responsibility with regard to Customer’s tax position or status in any
jurisdiction.
(v) Tax
reclaim
services may be provided by Bank or, in whole or in part, by one or more third
parties appointed by Bank (which may be Bank’s affiliates); provided that Bank
shall be liable for the performance of any such third party to the same extent
as Bank would have been if Bank had performed such services.
(vi) If
Bank does not
receive appropriate declarations, documentation and informa-tion then any
applicable United States withholding tax shall be deducted from income received
from Financial Assets.
Financial
Assets
which are ordinarily held in registered form may be registered in a nominee
name
of Bank, Subcustodian or Eligible Securities Depository, as the case may be.
Bank may without notice to Customer cause any such Financial Assets to cease
to
be registered in the name of any such nominee and to be registered in the name
of Customer. In the event that any Financial Assets registered in a nominee
name
are called for partial redemption by the issuer, Bank may allot the called
portion to the respective beneficial holders of such class of security in any
manner Bank deems to be fair and equitable. Customer shall hold Bank,
Subcustodians, and their respective nominees harmless from any liability arising
directly or indirectly from their status as a mere record holder of Financial
Assets in the Custody Account. Financial Assets accepted by Custodian on behalf
of a Portfolio under this Agreement shall be in a form and delivered in a manner
consistent with Local Practice.
Unless
otherwise
expressly provided, all Instructions shall continue in full force and effect
until canceled or superseded. Any Instructions delivered to Bank by telephone
shall promptly thereafter be confirmed in writing by an Authorized Person (which
confirmation may bear the facsimile signature of such Person), but Cus-tomer
shall hold Bank harmless for the failure of an Authorized Person to send such
confirmation in writing, the failure of such confirmation to conform to the
telephone instructions received or Bank's failure to produce such confirmation
at any subsequent time. Bank may electronically record any Instructions given
by
telephone, and any other telephone discussions with respect to the Custody
Account. Customer shall be responsible for safeguarding any testkeys,
identification codes or other security devices which Bank shall make available
to Customer or its Authorized Persons.
(a) Bank
shall exercise
reasonable care and diligence in carrying out all of its duties and obligations
under this Agreement, and shall be liable to Customer for any and all claims,
liabilities, losses, damages, fines, penalties, and expenses, including
out-of-pocket and incidental expenses and reasonable attorneys’ fees (“Losses”)
suffered or incurred by Customer resulting from failure of Bank (including
any
branch thereof, regardless of location) to exercise such reasonable care and
diligence. Bank shall be liable to Customer in respect of such Losses to the
same extent that Bank would be liable to Customer if Bank were holding the
affected Assets in New York City, but only to the extent of Customer’s direct
damages, to be determined based on the market value of the property which is
the
subject of the Loss at the date of discovery of such Loss by Customer and
without reference to any special conditions or circumstances.
(b) Bank
shall be
liable to Customer for all Losses resulting from the action or inaction of
any
Subcustodian to the same extent that Bank would be liable to Customer if Bank
were holding the affected Assets in New York City, and such action or inaction
were that of the Bank.
(c) As
long as and to
the extent that it has exercised reasonable care and acted in good faith, Bank
shall not be responsible for:
(i) the
title, validity
or genuineness of any property or evidence of title thereto received by it
or
delivered by it pursuant to this Agreement; it being understood that Bank shall
be deemed to have exercised reasonable care in respect of this subparagraph
(i)
if Financial Assets are received by Bank in accordance with Local Practice
for
the particular Financial Asset in question;
(ii) any
act, omission,
default or for the solvency of any broker or agent which it or a Subcustodian
appoints; it being understood that Bank or a Subcustodian shall be deemed to
have exercised reasonable care in respect of this subparagraph (ii) if it
exercised reasonable care in the selection of any such broker or agent;
or
(iii) the
insolvency of
any Subcustodian which is not a branch or Affiliate of Bank; it being understood
that Bank shall be deemed to have exercised reasonable care in respect of this
subparagraph (iii) where Bank used reasonable care in the monitoring of a
Subcustodian’s financial condition as reflected in its most recently published
financial statements and other publicly available financial information.
(d)
Neither Bank
nor any Subcustodian shall be liable for the acts or omissions of any Eligible
Securities Depository (or, for purposes of clarity, any domestic securities
depository).
(e) In
no event shall
Bank incur liability hereunder if Bank or any Subcustodian, or any nominee
of
Bank or any Subcustodian (each a “Person”), is prevented, forbidden or delayed
from performing, or omits to perform, any act or thing which this Agreement
provides shall be performed or omitted to be performed, by reason
of:
(i)
any provision
of any present or future law or regulation or order of the United States of
America, or any state thereof, or any other country, or political subdivision
thereof or of any court of competent jurisdiction; or
(ii)
events or
circumstances beyond the reasonable control of the applicable Person, including,
without limitation, the interruption, suspension or restriction of trading
on or
the closure of any securities market, power or other mechanical or technological
failures or interruptions, computer viruses or communications disruptions,
work
stoppages, natural disasters, or other similar events or acts, unless, in each
case, such delay or nonperformance is caused by (A) the negligence, misfeasance
or misconduct of the applicable Person, or (B) a malfunction or failure of
equipment operated or utilized by the applicable Person other than a malfunction
or failure beyond such Person’s control and which could not be reasonably
anticipated or prevented by such Person (each such provision, event or
circumstance being a “Force Majeure Event”).
(f) In
no event shall
Customer incur liability to Bank if it is prevented, forbidden or delayed from
performing, or omits to perform, any act or thing which this Agreement provides
shall be performed or omitted to be performed, by reason of a Force Majeure
Event.
(g) Customer
shall
indemnify and hold Bank and its directors, officers, agents and employees
(collectively the “Indemnitees”) harmless from and against any and all Losses
that may be imposed on, incurred by, or asserted against, the Indemnitees or
any
of them for following any Instructions or other directions upon which Bank
is
authorized to rely pur-suant to the terms of this Agreement, or for any action
taken or omitted by it in good faith, provided that such action or omission
is
consistent with the standard of care applicable to Bank under this
Agreement.
(h) In
performing its
obligations hereunder, Bank may rely on the genuineness of any docu-ment which
it believes in good faith to have been validly executed, and shall be entitled
to rely on and may act upon advice of counsel (which may be counsel for
Customer) on all matters, and shall be without liability for action reasonably
taken or omitted pursuant to such advice.
(i) Customer
shall pay
for and hold Bank harmless from any liability or loss resulting from the
imposition or assessment of any taxes or other governmental charges, and any
related expenses (including, without limitation, penalties, interest or
additions to tax due), with respect to income from or Assets in the Accounts,
provided that Bank has complied with the standard of care set forth in Section
14(a) of this Agreement (it being understood that while Bank’s failure to comply
with such standard of care shall constitute a breach of this Agreement, Bank
shall have no liability for taxes or governmental charges and related expenses
imposed or assessed with respect to such Assets prior to such breach or that
would have been imposed or assessed even absent such breach).
(j) Bank
need not
maintain any insurance for the benefit of Customer.
(k) Without
limiting
the foregoing, Bank shall not be liable for any Loss which results from (i)
the
general risk of investing, or (ii) investing or holding Assets in a particular
country including, but not limited to, losses resulting from nationalization,
expropriation or other governmental actions; regulation of the banking or
securities industry; currency restrictions, devaluations or fluctuations; and
market conditions which prevent the orderly execution of securities transactions
or affect the value of Assets.
(l) Consistent
with and
without limiting the application of the foregoing paragraphs of this Section
14,
it is specifically acknowledged that Bank shall have no duty or responsibility
to:
(i) question
Instructions or make any suggestions to Customer or an Authorized Person
regarding such Instructions;
(ii) supervise
or make
recommendations with respect to investments or the retention of Financial
Assets;
(iii) advise
Customer or
an Authorized Person regarding any default in the payment of principal or income
of any security other than as provided in Section 8(c) hereof;
(iv) evaluate
or report
to Customer or an Authorized Person regarding the financial condition of any
broker, agent or other party to which Financial Assets are delivered or payments
are made pursuant hereto;
(v) review
or reconcile
trade confirmations received from brokers. Customer or its Authorized Persons
issuing Instructions shall bear any responsibility to review such confirmations
against Instructions issued to and statements issued by Bank;
(vi) advise
Customer or
an Authorized Person regarding information (i) held on a confidential basis
by
an officer, director or employee of Bank (or any Affiliate of Bank) and (ii)
obtained by such person in connection with the provision of services or other
activities unrelated to global custody; and
(vii) advise
Customer or
an Authorized Person promptly regarding corporate action information obtained
by
an officer, director or employee of Bank (or any Affiliate of Bank) who is
not
engaged directly in the provision of global custody services.
(m) Customer
authorizes
Bank to act hereunder notwithstanding that Bank or any of its divisions or
Affiliates may have a material interest in a transaction, or circumstances
are
such that Bank may have a potential conflict of duty or interest including
the
fact that Bank or any of its Affiliates may provide broker-age services to
other
customers, act as financial advisor to the issuer of Financial Assets, act
as a
lender to the issuer of Financial Assets, act in the same transaction as agent
for more than one customer, have a material interest in the issue of Financial
Assets, or earn profits from any of the activities listed herein.
(n) Upon
the occurrence
of any event which causes or may cause any Loss to the other party, each of
Customer and Bank shall (and Bank shall cause each applicable Subcustodian
to)
use all commercially reasonable efforts and take all reasonable steps under
the
circumstances to mitigate the effects of such event and to avoid continuing
harm
to the other party. For this purpose, the obligations of Customer and Bank
to
mitigate Losses (or potential Losses) hereunder shall include (but shall not
be
limited to) the periodic review and reconciliation by Bank and Customer (or
Authorized Persons) of statements provided to Customer under Section 10 of
this
Agreement; provided, however, that Bank's obligations to Customer with respect
to any transaction covered by a given statement shall be reduced to the extent
that Bank's ability to mitigate damages related to such transaction has been
compromised by Customer’s failure to object to such statement within 180 days of
Customer’s receipt thereof.
15. Bank
Fees
and Expenses.
Customer
agrees to
pay Bank for its services under this Agreement such amount as may be agreed
upon
in writing. Customer agrees to reimburse Bank for its reasonable out-of-pocket
or incidental expenses (including, without limitation, legal fees) incurred
on
behalf of Customer, provided that, in respect of such expenses, Bank has acted
in conformity with the standard of care set forth in Section 14 hereof. Bank
shall obtain Customer’s prior approval, which approval shall not be unreasonably
withheld, of out-of-pocket or incidental expenses that Bank reasonably expects
to exceed $10,000 or that approaches $10,000 during the process of incurring
such expenses. In the latter case, Customer shall not withhold its approval
on
the ground that Bank had not obtained Customer’s approval prior to beginning to
incur such expenses if Bank believed in good faith that the subject expenses
would not exceed $10,000. Subject to the foregoing, Bank shall have a lien
on
and is authorized to charge any Accounts of the Customer for any amount owing
to
the Bank under any provision of this Agreement.
(a) Foreign
Exchange
Transactions Other Than as Principal.
Upon receipt of
Instructions, Bank shall settle foreign exchange contracts or options to
purchase and sell foreign currencies for spot and future delivery on behalf
of
and for the account of a Portfolio with such currency brokers or banking
institutions as Customer may determine and direct pursuant to Instructions.
Bank
shall be responsible for the transmission of cash and instructions to and from
the currency broker or banking institution with which the contract or option
is
made, the safekeeping of all certificates and other documents and agreements
evidencing or relating to such foreign exchange transactions and the maintenance
of proper records in accordance with this Agreement. Bank shall have no duty
with respect to the selection of currency brokers or banking institutions with
which Customer deals on behalf of its Portfolio or, as long as Bank acts in
accordance with Instructions, for the failure of such brokers or banking
institutions to comply with the terms of any contract or option.
(b) Foreign
Exchange
Transactions as Principal.
Bank shall not be
obligated to enter into foreign exchange transactions as principal. However,
if
and to the extent that Bank makes available to Customer its services as
principal in foreign exchange transactions, upon receipt of Instructions, Bank
shall enter into foreign exchange contracts or options to purchase and sell
foreign currencies for spot and future delivery on behalf of and for the account
of Customer on behalf of its Portfolio with Bank as principal. Instructions
may
be issued with respect to such contracts but Bank may establish rules or
limitations concerning any foreign exchange facility made available. Bank shall
be responsible for the selection of currency brokers or banking institutions
(which may include Affiliates of Bank and Subcustodians) and the failure of
such
currency brokers or banking institutions to comply with the terms of any
contract or option.
(c) Certification
of
Residency, etc.
Customer certifies
that it is a resident of the United States and shall notify Bank of any changes
in residency. Bank may rely upon this certification or the certification of
such
other facts as may be required to administer Bank's obligations hereunder.
Customer shall indemnify Bank against all losses, liability, claims or demands
arising directly or indirectly from any such certifications.
(d) Custodian’s
Records; Access to Records.
Bank shall provide
any assistance reasonably requested by Customer in the preparation of reports
to
Customer’s shareholders and others, audits of accounts, and other ministerial
matters of like nature. Bank shall maintain complete and accurate records with
respect to Financial Assets and other Assets held for the account of Customer
as
required by the rules and regulations of the U.S. Securities and Exchange
Commission applicable to investment companies registered under the 0000 Xxx.
All
such books and records maintained by Bank shall be made available to Customer
upon request and shall, where required to be maintained by Rule 31a-1 under
the
1940 Act, be preserved for the periods prescribed in Rule 31a-2 under the 1940
Act. Bank shall allow Customer's independent public accountant reasonable access
to the records of Bank relating to Financial Assets as is required in connection
with their examination of books and records pertaining to Customer's affairs.
Subject to restrictions under applicable law, Bank shall also obtain an
undertaking to permit Customer's independent public accountants reasonable
access to the records of any Subcustodian which has physical possession of
any
Financial Assets as may be required in connection with the examination of
Customer's books and records. Bank shall not unreasonably refuse to furnish
to
Customer such reports (or portions thereof) of Bank's external auditors as
they
relate directly to the Bank's system of internal accounting controls applicable
to Bank's duties under this Agreement (commonly referred to as a “SAS 70
report”). Bank shall endeavor to obtain and furnish Customer with such similar
reports as Customer may reasonably request with respect to each Subcustodian
holding Assets of Customer. Except as respects Bank’s SAS Report, as to which
there shall be no charge, the Customer shall pay expenses of the Bank and any
Subcustodians under this provision.
(e) Confidential
Information.
The parties
hereto agree that each shall treat confidentially all confidential information
provided by each party to the other regarding its business and operations in
accordance with this Agreement. All confidential information provided by a
party
hereto shall be used by the other party hereto solely for the purpose of
rendering services pursuant to this Agreement and, except as may be required
in
carrying out this Agreement, shall not be disclosed to a third party without
the
prior written consent of such providing party. Confidential information for
purposes hereof shall include information traditionally recognized as
confidential, such as financial information, strategies, security practices,
product and business proposals, business plans, and the like.
The
foregoing shall
not be applicable to any information that is publicly available when provided
or
thereafter becomes publicly available other than through a breach of this
Agreement, that is generally furnished to third parties by the providing party
without confidentiality restriction, or that is required to be disclosed by
any
bank examiner of Bank or any Subcustodian, any auditor of the parties hereto,
by
judicial or administrative process or otherwise by applicable law or regulation.
For this purpose, Customer and any Authorized Person shall be permitted to
disclose any information provided by Bank hereunder to the U.S. Securities
and
Exchange Commission (or its staff) in connection with any inspection or
examination or other action or proceeding.
(f) 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.
(g) Entire
Agreement.
This Agreement
consists exclusively of this document (including Appendix A and Schedules A-1
and A-2 hereof), together with the applicable riders for Russia and Taiwan
(collectively "Riders") to the predecessor agreement to this Agreement. The
Riders are hereby modified to apply to and amend the applicable sections of
this
Agreement in the same manner as they amended the equivalent sections of the
predecessor agreement. There are no other provisions hereof and this Agreement
supersedes any other agreements, whether written or oral, between the parties.
Any amendment hereto must be in writing, executed by both parties.
(h) 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.
(i) 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.
(j)
Representations
and Warranties.
(i) Customer
hereby
represents and warrants to Bank that: (A) it has full power and authority to
deposit and control the Financial Assets and cash deposited in the Accounts;
(B)
it has all necessary authority to use Bank as its custodian; (C) this Agreement
constitutes its legal, valid and binding obligation, enforceable in accordance
with its terms; (D) it has taken all necessary action to authorize the execution
and delivery hereof.
(ii) Bank
hereby
represents and warrants to Customer that: (A) it has the full power and
authority to perform its obligations hereunder, (B) this Agreement constitutes
its legal, valid and binding obligation, enforceable in accordance with its
terms; and (C) that it has taken all necessary action to authorize the execution
and delivery hereof.
(k) 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: The Chase Manhattan Bank, 0 Xxxxx
XxxxxXxxx Xxxxxx, Xxxxxxxx, X.X. 00000, Attention: Xxxxx X. Xxxxxx, 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.
(l) 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.
(m) 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.
(n) 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.
(o) Information
Concerning Deposits at Bank.
Bank’s London
Branch is a member of the United Kingdom Deposit Protection Scheme (the
“Scheme”) established under Banking Xxx 0000 (as amended). The Scheme provides
that in the event of Bank’s insolvency, payments may be made to certain
customers of Bank’s London Branch. Payments under the Scheme are limited to 90%
of a depositor’s total cash deposits subject to a maximum payment to any one
depositor of £18,000 (or euro 20,000 if greater). Most deposits denominated in
sterling and other European Economic Area Currencies and euros made with Bank
within the United Kingdom are covered. Further details of the Scheme are
available on request. Any cash so deposited with Bank’s London Branch will be
payable exclusively by Bank’s London Branch in the applicable currency, subject
to compliance with applicable law, including, without limitation, any
restrictions on transactions in the applicable currency imposed by the country
of the applicable currency.
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:
THE
CHASE MANHATTAN
BANK
By:________________________________________
Name:
Xxxxx X.
Xxxxxx
Title:
Vice
President
APPENDIX
A
CUSTOMERS
AND PORTFOLIOS
(Amended
as of September 19, 2006)
The
following is a list of Customers and their respective Portfolios for which
Bank
shall serve under this Agreement.
|
CUSTOMER
PORTFOLIO:
|
EFFECTIVE
DATE
|
|
AMCAP
Fund, Inc.
|
June
29, 2001
|
|
EuroPacific
Growth Fund
|
June
29, 2001
|
|
New
Perspective Fund, Inc.
|
June
29, 2001
|
|
New
World Fund, Inc.
|
June
29, 2001
|
|
American
Mutual Fund, Inc.
|
June
29, 2001
|
|
Capital
World Growth and Income
Fund, Inc.
|
June
29, 2001
|
|
The
Investment Company of America
|
June
29, 2001
|
|
Capital
Income Builder, Inc.
|
June
29, 2001
|
|
The
Income Fund of America, Inc.
|
June
29, 2001
|
|
American
Balanced Fund, Inc.
|
June
29, 2001
|
|
American
High Income Trust
|
June
29, 0000
|
|
Xxx
Xxxx Xxxx xx Xxxxxxx, Inc.
|
June
29, 2001
|
|
Capital
World Bond Fund, Inc.
|
June
29, 2001
|
|
Intermediate
Bond Fund of America
|
June
29, 2001
|
|
U.S.
Government Securities Fund
|
June
29, 2001
|
|
American
High-Income Municipal
Bond Fund, Inc.
|
June
29, 2001
|
|
Limited
Term Tax-Exempt Bond Fund
of America
|
June
29, 2001
|
|
The
Tax-Exempt Bond Fund of America,
Inc.
|
June
29, 2001
|
|
The
Tax-Exempt Fund of California
|
June
29, 2001
|
|
The
Cash Management Trust of
America
|
June
29, 2001
|
|
The
Tax-Exempt Money Fund of America
|
June
29, 2001
|
|
The
U.S. Treasury Money Fund of
America
|
June
29, 2001
|
|
Endowments
- Equity Portfolio
|
June
29, 2001
|
|
Endowments
- Fixed Income Portfolio
|
June
29, 2001
|
|
September
19, 2006
|
IN
WITNESS WHEREOF, each of the Customers and Bank have executed this Appendix
A as
of the date first-written above. Execution of this Appendix A 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
Appendix 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:
