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
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
