T H E G R O W T H F U N D O F A M E R I C A, I N C.
Xxx Xxxxxx Xxxxxxx Xxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000
Mailing Address: P.O. Box 7650, San Francisco, California 94120-7650
Telephone (000) 000-0000
January 15, 1999
Capital Research and Management Company
000 Xxxxx Xxxx Xxxxxx, 00/xx/ Xxxxx
Xxx Xxxxxxx, XX 00000
RE: DELEGATION OF RESPONSIBILITIES UNDER RULE 17F-5
Dear Mesdames/Sirs:
This Agreement confirms, and sets forth the responsibilities of the parties in
connection with, the appointment of Capital Research and Management Company
("CRMC") as the Foreign Custody Manager of The Growth Fund of America, Inc.
(the "Corporation"), in accordance with rule 17f-5, as amended, under the
Investment Company Act of 1940 (the "1940 Act"). CRMC hereby accepts such
appointment as of the date first written above. All capitalized terms used
herein and not otherwise defined have the meanings assigned in rule 17f-5.
The Corporation may, from time to time and in accordance with this Agreement,
place or maintain in the care of an Eligible Foreign Custodian, any of the
Corporation's investments (including non-U.S. currencies) for which the primary
market is outside the United States, and such cash and cash equivalents as are
reasonably necessary to effect the Corporation's transactions in such
investments, PROVIDED THAT:
(a) CRMC, as Foreign Custody Manager, determines that the Corporation's assets
will be subject to reasonable care, based on the standards applicable to
custodians in the relevant market, if maintained with the custodian, after
considering all factors relevant to the safekeeping of such assets, including,
without limitation:
(1) the 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;
(2) whether the custodian has the requisite financial strength to provide
reasonable care for the Corporation's assets;
(3) the custodian's general reputation and standing and, in the case of a
securities depository, the depository's operating history and number of
participants; and
(4) whether the Corporation will have jurisdiction over and be able to enforce
judgments against the custodian, such as by virtue of the existence of any
offices of the custodian in the U.S. or the custodian's consent to service of
process in the U.S.
(b) The Corporation's non-U.S. custody arrangements is governed by a written
contract (or, in the case of a Securities Depository, by such a contract, by
the rules or established practices or procedures of the depository, or by any
combination of the foregoing) that CRMC, as Foreign Custody Manager, has
determined will provide reasonable care for the Corporation's assets based on
the standards set forth in paragraph (a) above.
(1) Such contract shall include provisions that provide:
(i) for indemnification or insurance arrangements (or any combination of the
foregoing) such that the Corporation will be adequately protected against the
risk of loss of assets held in accordance with such contract;
(ii) that the Corporation's assets will not be subject to any right, charge,
security interest, lien or claim of any kind in favor of the 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;
(iii) that beneficial ownership of the Corporation's assets will be freely
transferable without the payment of money or value other than for safe custody
or administration;
(iv) that adequate records will be maintained identifying the assets as
belonging to the Corporation or as being held by a third party for the benefit
of the Corporation;
(v) that the Corporation's independent public accountants will be given access
to those records or confirmation of the contents of those records; and
(vi) that the Corporation will receive periodic reports with respect to the
safekeeping of the Corporation's assets, including, but not limited to,
notification of any transfer to or from the Corporation's account or a third
party account containing assets held for the benefit of the Corporation.
(2) Such contract may contain, in lieu of any or all of the provisions
specified in subparagraph (1) above, such other provisions that CRMC, as
Foreign Custody Manager, determines will provide, in their entirety, the same
or a greater level of care and protection for Corporation assets as the
specified provisions, in their entirety.
(c)(1) CRMC, as Foreign Custody Manager, will have established a system to
monitor the appropriateness of maintaining the Corporation's assets with a
particular custodian under paragraph (a) above, and the contract governing the
Corporation's arrangements under paragraph (b) above.
(2) If an arrangement no longer meets the requirements of paragraph (c), the
Corporation must withdraw its assets from the custodian as soon as reasonably
practicable.
CRMC, as Foreign Custody Manager, will provide written reports notifying the
Corporation's Board of Directors of the placement of the Corporation's assets
with a particular custodian and of any material change in the Corporation's
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 the
Corporation's non-U.S. custody arrangements.
CRMC, in performing the responsibilities delegated to it as the Corporation's
Foreign Custody Manager, will exercise reasonable care, prudence and diligence
such as a person having responsibility for the safekeeping of the Corporation's
assets would exercise.
This Agreement (and the appointment of CRMC as the Corporation's Foreign
Custody Manager) may be terminated at any time, without payment or any penalty,
by the Board of Directors of the Corporation or by vote of a majority (within
the meaning of the 1940 Act) of the outstanding voting securities of the
Corporation, on sixty (60) days' written notice to CRMC, or by CRMC on like
notice to the Corporation.
The obligations of the Corporation under this Agreement are not binding upon
any of the Directors, officers, employees, agents or shareholders of the
Corporation individually, but bind only the Corporation's estate. CRMC agrees
to look solely to the assets of the Corporation for the satisfaction of any
liability in respect of the Corporation under this Agreement and will not seek
recourse against such Directors, officers, employees, agents or shareholders,
or any of them, or any of their personal assets for such satisfaction.
Very truly yours,
THE GROWTH FUND OF AMERICA, INC.
By:/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, Secretary
ACCEPTED AND AGREED as of the date first written above:
CAPITAL RESEARCH AND
MANAGEMENT COMPANY
By: /s/ Xxxx X. Xxxxx, Xx.
Xxxx X. Xxxxx, Xx.
Executive Vice President
