EX-99.G CUST AGREEMT 5 exhg.htm EXHIBIT G NWF Custodian Contract

GLOBAL CUSTODY AGREEMENT

This AGREEMENT is effective as of December 21, 2006, and is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("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:

Appointment of Custodian; Customer Accounts.

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); and

(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.

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 with different certificate number(s) but which are otherwise identical in all respects (including, without limitation, any related CUSIP, ISN, rights and privileges) to Financial Assets 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;
 
(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) “Intermediary Custodian” shall mean any Subcustodian that is a Securities Intermediary and is qualified to act as a custodian.

(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
 
(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.

(r) “Securities Depository” means a clearing corporation that is registered with the U.S. Securities and Exchange 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.

(s) “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.

(t) “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.

(u) “Uncertificated Security” shall mean a Security that is not represented by a certificate.

(v) “Uniform Commercial Code” shall mean the Uniform Commercial Code of the State of New York, as amended from time to time. 

3.
Maintenance of Financial Assets and Cash at Bank and Subcustodian Locations.

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 such accounts as may be available for the particular currency, recognizing that accounts bearing commercially reasonable interest will be used to the extent such use does not violate applicable law. 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 commercially 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.

If Bank places and maintains Customer’s Financial Assets, corresponding to a Securities Entitlement, with a Securities Depository or Intermediary Custodian, Bank must:

(c) 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;

(d) provide, promptly upon request by Customer, such reports as are available concerning the internal accounting controls and financial strength of Bank; and

(e) 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 Securities Entitlements of its Entitlement Holders.


(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 care, prudence and diligence, to amend Schedule A from time to time. Any such amendment shall be effective upon 45 calendar days’ written notice to Customer in accordance with the Agreement or such shorter period as Bank reasonably believes is necessary, with due regard to the continuing reasonable care of the Customer’s Foreign Assets in accordance with Rule 17f-5.

(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.

5.  
Appointment as Foreign Custody Manager.

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:

(a) 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:

(i) 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;

(ii) Whether the Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for Foreign Assets;

(iii) The Eligible Foreign Custodian’s general reputation and standing; and

(iv) 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.

(b) 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.

 
(i)
Such contract must provide:

(A) 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;

(B) 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;

(C) 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;

(D) 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;

(E) That Customer’s independent public accountants will be given access to those records or confirmation of the contents of those records; and

(F) 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.

(ii) 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, reasonably 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.

(c) (i) 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.

(ii) If an arrangement no longer meets these requirements, Customer must withdraw its assets from the Eligible Foreign Custodian as soon as reasonably practicable.
 
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 following the 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 and at which any Foreign Assets of Customer are held or are expected to be held. Bank shall use reasonable efforts to provide such analysis at least annually on March 31st of each calendar year (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). 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.

Use of Subcustodians and Securities Depositories.

(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, such that it is readily apparent that the Assets do not belong to Bank or the Subcustodian.

(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, such that it is readily apparent that the Securities do not belong to Bank or the Subcustodian.

(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 reasonably 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 all amounts due and payable to Customer with respect to Financial Assets and other assets held in the Accounts; (ii) promptly notify Customer of the collection of income or other payments in a currency other than US dollars that relate to Financial Assets or other Assets held by Bank (or the applicable Subcustodian’s receipt) in a manner mutually agreeable to Bank and Customer; (iii) 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 (iv) 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 will reasonably notify Customer of any such proceedings known to Bank and 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 reasonably 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 Customer may authorize its use solely in such instance or consent that such practice shall thereafter be deemed to be Local Practice.

(b) Bank shall effect book entries on a contractual settlement date accounting basis with respect to the settlement of trades in those markets where Bank generally offers contractual settlement day accounting and shall notify Customer of these markets from time to time. On the contractual settlement date for a sale, Bank shall credit the Cash Account with the sales proceeds of the sale and transfer the relevant Financial Assets to an account pending settlement of the trade if not already delivered. On the contractual settlement date for the purchase (or earlier if market practice requires delivery of the purchase price before the contractual settlement date), Bank shall debit the Cash Account with the settlement monies and credit a separate account. Bank then shall post the Securities Account as awaiting receipt of the expected Financial Assets. Customer shall not be entitled to the delivery of Financial Assets that are awaiting receipt until Bank or a Subcustodian actually receives them. Bank reserves the right to restrict in good faith the availability of contractual date settlement accounting for credit reasons. Bank, whenever reasonably possible, will notify Customer prior to imposing such restrictions.

(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 and in a form mutually agreed upon, identifying the Assets in the Accounts.

Bank shall promptly 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. Bank shall transmit promptly to Customer on behalf of each Portfolio notice of the filing of any registration statement with respect to Financial Assets held for a Portfolio if such information is received by Bank or Bank’s central corporate actions department has actual knowledge of the filing. 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) reasonably 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 will notify Customer of the corporate action but shall not be required to take further 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 (including the use of third party representatives) 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. Bank shall use reasonable efforts to notify Customer in cases where, due to various circumstances beyond control of Bank, voting cannot be exercised. 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.

(d) Class Actions.

(i) Upon receipt of a settled securities class action notification by its corporate actions department, Bank shall research its records for each Custody Account to endeavour to identify Customer’s interest, if any, with respect to any such class action notification. Customer acknowledges that identifying its interest may involve manually researching historic records and that Bank does not warrant that the review will be error free.

(ii) Bank will provide Customer with a summary of each class action notification that it has identified as being pertinent to Customer (together with the information discovered with regard to the applicable securities holding of Customer) and the cut-off time by which Customer is required to inform Bank if it disagrees with Bank’s record of such securities holdings and/or securities transactions or wishes to instruct Bank not to file a claim on Customer’s behalf.

(iii) Unless Customer instructs Bank not to do so by the applicable cut-off time, Bank shall complete and file the required claim forms for the particular class action insofar as they relate to transactions or holdings for which Bank acted as custodian. Bank shall present with the claim any supporting information that it has in its possession and that is required as part of the filing as set out in the class action notification. Bank shall be authorized to disclose such information as may be reasonably required to complete and file such claims. Customer acknowledges that Bank is acting in a clerical capacity in completing and filing such claim forms and that Bank will not be using legal expertise in providing this service.

 

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. Bank shall, or shall cause the applicable Subcustodian or Eligible Securities Depository to use commercially reasonable efforts to promptly register such Financial Assets that are or may be subject to ownership limitations. 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.

13. Instructions.

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 shall notify Customer as soon as reasonably practicable if Bank does not receive written confirmation or if such written confirmation fails to conform to the telephone Instructions received. Either party 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 or the fraud or willful default of such Subcustodian.

(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 and which is not a branch or Affiliate of the Bank; 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 and continued retention 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). In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct or insolvency of an Eligible Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Eligible 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”).

Bank shall notify Customer as soon as reasonably practicable of any material performance delay or non-performance in accordance with this clause (e).

(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 and the Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Losses in question.

(h) In performing its obligations hereunder, Bank may rely on the genuineness of any document which it believes in good faith to have been validly executed, and, subject to the following sentence, 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. If Customer disputes an action or omission by Bank within 45 days of when Customer became aware or reasonably should have become aware of such action or omission, Bank shall be entitled to rely on and may act upon advice of “independent legal counsel” (as defined by rule 0-1(6) of the Investment Company Act of 1940) to Customer or such other counsel that is mutually acceptable to Customer and Bank 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 that Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions the Bank may specify;

(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 Bank receives an Instruction to deliver Financial Assets;

(v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, 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; provided that none of such services or actions would violate applicable laws or regulations.

(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.


Customer agrees to pay Bank for its services under this Agreement such amount as may be mutually 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 or otherwise enforce its rights as lienholder against Assets in any Accounts of the Customer for any amount owing in respect of such Account by the Customer 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 1940 Act. 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. Upon reasonable request of Customer, Bank shall provide Customer with a copy of Bank’s reports prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time (commonly referred to as a “SAS 70 report”). Bank shall use commercially reasonable efforts 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 70 Report, as to which there shall be no charge, the Customer shall pay reasonable expenses of the Bank and any Subcustodians under this provision. Bank shall use commercially reasonable efforts to provide Customer and agents with such reports as the Customer may reasonably request or otherwise reasonably require to fulfill its duties under rule 38a-1 of the 1940 Act, and, in any case, provide Customer with at least the same level of such reporting as Bank furnishes to its other mutual fund clients.

(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 and represent that each has implemented controls that are reasonably designed to achieve the purposes of this section. 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 any affiliated division or entity or third party in any form 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, portfolio holdings, portfolio trades, 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. If a party becomes aware that it or its agents have breached the confidentiality obligations under this Section 16(e), it will promptly notify the other party in writing of the nature and extent of such breach.

(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 and B hereof). 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: JPMorgan Chase Bank, N.A., 1 Chase Manhattan Plaza, New York, N.Y. 10081, Attention: _____________, Vice President, Worldwide Securities Services, Investment Management Group; and (b) Customer: [Name of Customer], c/o Capital Research and Management Company, Attention: Carmelo Spinella, Senior Vice President, 135 South State College Boulevard, Brea, CA 92821-5804; with a copy to: Donald H. Rolfe, Counsel, Capital Research and Management Company, 333 S. Hope Street, 55th Floor, Los Angeles, CA 90071.

(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 uncontested amounts which Bank determines in good faith to be owed to it under Section 15. Customer shall reimburse Bank promptly for all reasonable out-of-pocket expenses it incurs in delivering Assets upon termination by Customer. Termination shall not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination. 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 Act 1987 (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.

(p) Information Relating to Divisions. Upon written request by Customer, the Bank shall use commercially reasonable efforts to provide information regarding portfolio holdings, portfolio trades and proxy voting in a format that is both technically practicable and reasonably acceptable to Customer so as to allow each investment division of Capital Research and Management Company to receive solely such information as is relevant to its own operations. Customer shall pay reasonable expenses of Bank arising from this section, provided that estimates of such expenses are approved by the Customer before the expenses are incurred.


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: Carmelo Spinella
Title: Senior Vice President


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION


By:________________________________________
Name:
Title:




APPENDIX A

CUSTOMERS AND PORTFOLIOS

Dated as of December 21, 2006


The following is a list of Customers and their respective Portfolios for which Bank shall serve under this Agreement.

CUSTOMER PORTFOLIO:
EFFECTIVE AS OF:
AMCAP Fund, Inc.
12/26/2006
EuroPacific Growth Fund
12/26/2006
New Perspective Fund, Inc.
12/26/2006
New World Fund, Inc.
12/26/2006
American Mutual Fund, Inc.
12/26/2006
Capital World Growth and Income Fund, Inc.
12/26/2006
The Investment Company of America
12/26/2006
Capital Income Builder, Inc.
12/26/2006
The Income Fund of America, Inc.
12/26/2006
American Balanced Fund, Inc.
12/26/2006
American High Income Trust
12/26/2006
The Bond Fund of America, Inc.
12/26/2006
Capital World Bond Fund, Inc.
12/26/2006
Intermediate Bond Fund of America
12/26/2006
U.S. Government Securities Fund
12/26/2006
American High-Income Municipal Bond Fund, Inc.
12/26/2006
Limited Term Tax-Exempt Bond Fund of America
12/26/2006
The Tax-Exempt Bond Fund of America, Inc.
12/26/2006
The Tax-Exempt Fund of California
12/26/2006
The Cash Management Trust of America
12/26/2006
The Tax-Exempt Money Fund of America
12/26/2006
The U.S. Treasury Money Fund of America
12/26/2006
Endowments - Equity Portfolio
12/26/2006
Endowments - Fixed Income Portfolio
12/26/2006
Short-Term Bond Fund of America, Inc.
12/26/2006


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:


SCHEDULE A

SUBCUSTODIANS

 
COUNTRY
 
 
SUB-CUSTODIAN
 
 
CASH CORRESPONDENT BANK
 
ARGENTINA
HSBC Bank Argentina S.A.
Florida 201, 7th Floor
1005 Buenos Aires
ARGENTINA
 
HSBC Bank Argentina S.A.
Buenos Aires
AUSTRALIA
JPMorgan Chase Bank, N.A.**
Level 37
AAP Center 259, George Street
Sydney NSW 2000
AUSTRALIA
 
Australia and New Zealand Banking Group Ltd.
Melbourne
AUSTRIA
Bank Austria Creditanstalt AG
Julius Tandler Platz - 3
A-1090 Vienna
AUSTRIA
 
J.P. Morgan AG
Frankfurt
BAHRAIN
HSBC Bank Middle East Limited
1st Floor, Building No 2505, Road No 2832
Al Seef 428
BAHRAIN
 
National Bank of Bahrain
Manama
BANGLADESH
Standard Chartered Bank
18-20 Motijheel C.A
Box 536
Dhaka-1000
BANGLADESH
 
Standard Chartered Bank
Dhaka
BELGIUM
Fortis Bank (Nederland) N.V.
Rokin 55
1012KK Amsterdam
THE NETHERLANDS
 
J.P. Morgan AG
Frankfurt
BERMUDA
The Bank of Bermuda Limited
6 Front Street
Hamilton HMDX
BERMUDA
 
The Bank of Bermuda Limited
Hamilton
BOTSWANA
Barclays Bank of Botswana Limited
Barclays House, Khama Crescent
Gaborone
BOTSWANA
 
Barclays Bank of Botswana Limited
Gaborone
BRAZIL
HSBC Bank Brasil S.A. Banco Multiplo
Avenida Brigadeiro Faria Lima 3064, 2nd Floor
Sao Paulo, SP 01451-000
BRAZIL
 
HSBC Bank Brasil S.A. Banco Multiplo
Sao Paulo
BULGARIA
ING Bank N.V.
Sofia Branch
12 Emil Bersinski Street
Ivan Vazov Region
1408 Sofia
BULGARIA
 
ING Bank N.V.
Sofia
CANADA
Canadian Imperial Bank of Commerce
Commerce Court West
Security Level
Toronto, Ontario M5L 1G9
CANADA
 
Royal Bank of Canada
Toronto
 
Royal Bank of Canada
200 Bay Street, Suite 1500
15th Floor
Royal Bank Plaza, North Tower
Toronto Ontario M5J 2J5
CANADA
 
Royal Bank of Canada
Toronto
CHILE
Citibank, N.A.
Av. Andres Bello 2687 5th Floor
Las Condes
Santiago
CHILE
 
Citibank, N.A
Santiago
CHINA - SHANGHAI
The Hongkong and Shanghai Banking
Corporation Limited
35/F, HSBC Tower
1000 Lujiazui Ring Road
Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA
 
JPMorgan Chase Bank, N.A.
New York (for B-Share Market)
 
The Hongkong and Shanghai Banking
Corporation Limited
Shanghai (for A-Share Market)
CHINA - SHENZHEN
The Hongkong and Shanghai Banking
Corporation Limited
35/F, HSBC Tower
1000 Lujiazui Ring Road
Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA
 
JPMorgan Chase Bank, N.A.
Hong Kong (for B-Share Market)
 
The Hongkong and Shanghai Banking
Corporation Limited
Shanghai (for A-Share Market)
COLOMBIA
Santander Investment Trust Colombia S.A.
Calle 12, No. 7-32, Piso 3
Bogota
COLOMBIA
 
Santander Investment Trust Colombia S.A.
Bogota
CROATIA
Privredna banka Zagreb d.d.
Savska c.28
10000 Zagreb
CROATIA
 
Privredna banka Zagreb d.d.
Zagreb
CYPRUS
Marfin Popular Bank Public Company Ltd.
154 Limassol Avenue
P.O. Box 22032
CY-1598 Nicosia
CYPRUS
 
Marfin Popular Bank Public Company Ltd.
Nicosia
CZECH REPUBLIC
HVB Bank Czech Republic a.s.
Revolucni 7
110 05 Prague 1
CZECH REPUBLIC
 
Ceskoslovenska obchodni banka, a.s.
Prague
DENMARK
Danske Bank A/S
2-12 Holmens Kanal
DK 1092 Copenhagen K
DENMARK
 
Nordea Bank Danmark A/S
Copenhagen
EGYPT
Citibank, N.A.
4 Ahmed Pasha Street
Garden City
Cairo
EGYPT
 
Citibank, N.A.
Cairo
ESTONIA
Hansabank
Liivalaia 8
EE0001 Tallinn
ESTONIA
 
Esti Uhispank
Tallinn
FINLAND
Skandinaviska Enskilda Banken AB (publ)
Unioninkatu 30
FIN-00101 Helsinki
FINLAND
 
J.P. Morgan AG
Frankfurt
FRANCE
BNP Paribas Securities Services S.A.
Ref 256
BP 141
3, Rue D'Antin
75078 Paris
Cedex 02
FRANCE
 
J.P. Morgan AG
Frankfurt
 
Societe Generale
50 Boulevard Haussman
75009 Paris
FRANCE
 
J.P. Morgan AG
Frankfurt
GERMANY
Deutsche Bank AG
Alfred-Herrhausen-Allee 16-24
D-65760 Eschborn
GERMANY
 
J.P. Morgan AG
Frankfurt
 
J.P. Morgan AG#**
Junghofstrasse 14
60311 Frankfurt am Main
GERMANY
# For local German custody clients only.
 
J.P. Morgan AG
Frankfurt
GHANA
Barclays Bank of Ghana Limited
Barclays House, High Street
Accra
GHANA
 
Barclays Bank of Ghana Limited
Accra
GREECE
HSBC Bank plc
Messogion 109-111
11526 Athens
GREECE
 
J.P. Morgan AG
Frankfurt
HONG KONG
The Hongkong and Shanghai Banking
Corporation Limited
36th Floor, Sun Hung Kai Centre
30 Harbour Road
Wan Chai
HONG KONG
 
JPMorgan Chase Bank, N.A.
Hong Kong
HUNGARY
Deutsche Bank Zrt.
Hold utca 27
H-1054 Budapest
HUNGARY
 
ING Bank Rt.
Budapest
ICELAND
Glitnir banki hf.
Kirkjusandur 2
155 Reykjavik
ICELAND
 
Glitnir banki hf.
Reykjavik
INDIA
The Hongkong and Shanghai Banking
Corporation Limited
Sudam Kalu Ahire Marg,
Worli Mumbai 400 030
INDIA
 
The Hongkong and Shanghai Banking
Corporation Limited
Mumbai
 
Standard Chartered Bank
23-25 Mahatma Ghandi Road
Mumbai 400 001
INDIA
 
Standard Chartered Bank
Mumbai
INDONESIA
The Hongkong and Shanghai Banking
Corporation Limited
Menara Mulia 19th Floor
Jalan Jendral Gatot Subroto Kav 9-11
Jakarta 12930
INDONESIA
 
The Hongkong and Shanghai Banking
Corporation Limited
Jakarta
IRELAND
Bank of Ireland
New Century House
Mayor Street Lower
International Financial Services Centre
Dublin 1
IRELAND
 
J.P. Morgan AG
Frankfurt
ISRAEL
Bank Leumi le-Israel B.M.
35, Yehuda Halevi Street
61000 Tel Aviv
ISRAEL
 
Bank Leumi le-Israel B.M.
Tel Aviv
ITALY
Banca Intesa Spa
6, Piazza della Scala
20121 Milan
ITALY
 
J.P. Morgan AG
Frankfurt
IVORY COAST
Societe Generale de Banques en Cote d’Ivoire
5 et 7, Avenue J. Anoma - 01 B.P. 1355
Abidjan 01
IVORY COAST
 
Societe Generale
Paris
*JAMAICA*
FirstCaribbean International Securities Limited
23-27 Knutsford Blvd.
Kingston 10
JAMAICA
 
FirstCaribbean International Securities Limited
Kingston
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
JAPAN
Mizuho Corporate Bank, Limited
6-7 Nihonbashi-Kabutocho
Chuo-Ku
Tokyo 103
JAPAN
 
JPMorgan Chase Bank, N.A.
Tokyo
 
The Bank of Tokyo-Mitsubishi UFJ, Limited
3-2 Nihombashi Hongkucho 1-chome
Chuo-ku
Tokyo 103
JAPAN
 
JPMorgan Chase Bank, N.A.
Tokyo
JORDAN
Arab Bank Plc
P O Box 950544-5
Amman
Shmeisani
JORDAN
 
Arab Bank Plc
Amman
KAZAKHSTAN
SB HSBC Bank Kazakhstan JSC
43 Dostyk Avenue
Almaty 050010
KAZAKHSTAN
 
SB HSBC Bank Kazakhstan JSC
Almaty
KENYA
Barclays Bank of Kenya Limited
c/o Barclaytrust Investment Services & Limited
Mezzanine 3, Barclays Plaza, Loita Street
Nairobi
KENYA
 
Barclays Bank of Kenya Limited
Nairobi
KUWAIT
HSBC Bank Middle East Limited
G/1/2 Floors
Kharafi Tower, Qibla Area
Osama Bin Munkez Street
Safat 13017
KUWAIT
 
HSBC Bank Middle East Limited
Safat
LATVIA
Hansabanka
Balasta dambis 1a
Riga, LV-1048
LATVIA
 
Hansabanka
Riga
LEBANON
HSBC Bank Middle East Limited
HSBC Main Building
Riad El Solh, P.O. Box 11-1380
1107-2080 Beirut
LEBANON
 
JPMorgan Chase Bank, N.A.
New York
LITHUANIA
SEB Vilniaus Bankas
12 Gedimino pr.
LT 2600 Vilnius
LITHUANIA
 
SEB Vilniaus Bankas
Vilnius
LUXEMBOURG
Fortis Banque Luxembourg S.A.
50 Avenue J.F. Kennedy
L-2951
LUXEMBOURG
 
J.P. Morgan AG
Frankfurt
MALAYSIA
HSBC Bank Malaysia Berhad
2 Leboh Ampang
50100 Kuala Lumpur
MALAYSIA
 
HSBC Bank Malaysia Berhad
Kuala Lumpur
MALTA
HSBC Bank Malta p.l.c.
233 Republic Street
Valletta VLT 05
MALTA
 
HSBC Bank Malta p.l.c.
Valletta
MAURITIUS
The Hongkong and Shanghai Banking
Corporation Limited
5/F Les Cascades Building
Edith Cavell Street
Port Louis
MAURITIUS
 
The Hongkong and Shanghai Banking
Corporation Limited
Port Louis
MEXICO
Banco Nacional de Mexico, S.A.
Act. Roberto Medellin No. 800 3er Piso Norte
Colonia Santa Fe
01210 Mexico, D.F.
MEXICO
 
BBVA Bancomer, S.A.
Mexico, D.F.
MOROCCO
Attijariwafa Bank S.A.
163 avenue Hassan II
Casablanca 20000
MOROCCO
 
Attijariwafa Bank S.A.
Casablanca
NAMIBIA 
Standard Bank Namibia Limited
Mutual Platz
Cnr. Stroebel and Post Streets
P.O.Box 3327
Windhoek
NAMIBIA
 
Standard Bank of Namibia Limited
Windhoek
NETHERLANDS
KAS Bank N.V.
Spuistraat 172
1012 VT Amsterdam
NETHERLANDS
 
J.P. Morgan AG
Frankfurt
NEW ZEALAND
National Australia Bank Limited
National Nominees Limited
Level 2 BNZ Tower
125 Queen Street
Auckland
NEW ZEALAND
 
Westpac Banking Corporation
Wellington
*NIGERIA*
Stanbic Bank Nigeria Limited
Plot 688
Amodu Tijani Street
Victoria Island
Lagos
NIGERIA
 
The Standard Bank of South Africa Limited
Johannesburg
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
NORWAY
DnB NOR Bank ASA
Stranden 21
PO Box 1171 Sentrum
N-0107 Oslo
NORWAY
 
Nordea Bank Norge ASA
Oslo
OMAN
HSBC Bank Middle East Limited
Bait Al Falaj Main Office
Ruwi PC 112
OMAN
 
HSBC Bank Middle East Limited
Ruwi
PAKISTAN
Citibank, N.A.
AWT Plaza
I.I. Chundrigar Road
Karachi 74200
PAKISTAN
 
Citibank, N.A.
Karachi
 
Deutsche Bank AG
Unitowers
I.I. Chundrigar Road
Karachi 74200
PAKISTAN
 
Deutsche Bank AG
Karachi
 
Standard Chartered Bank
Box 4896
Ismail Ibrahim Chundrigar Road
Karachi 74000
PAKISTAN
 
Standard Chartered Bank
Karachi
PANAMA
HSBC Bank (Panama) S.A.
Plaza HSBC Building, 9th Floor
Aquilino de la Guardia Street and 47th Street
Panama City
PANAMA
HSBC Bank (Panama) S.A.
Panama City
PERU
Citibank del Peru S.A.
Camino Real 457
Torre Real - 5th Floor
San Isidro, Lima 27
PERU
 
Banco de Credito del Peru
Lima
PHILIPPINES
The Hongkong and Shanghai Banking
Corporation Limited
30/F Discovery Suites
25 ADB Avenue
Ortigas Center
Pasig City, Manila
PHILIPPINES
 
The Hongkong and Shanghai Banking
Corporation Limited
Manila
POLAND
Bank Handlowy w. Warszawie S.A.
ul. Senatorska 16
00-923 Warsaw 55
POLAND
 
Bank Rozwoju Eksportu S.A.
Warsaw
PORTUGAL
Banco Espirito Santo, S.A
7th floor
Rua Castilho, 26
1250-069 Lisbon
PORTUGAL
 
J.P. Morgan AG
Frankfurt
QATAR
HSBC Bank Middle East Limited
810 Abdulla Bin Jassim Street
P. O. Box 57
Doha
QATAR
 
HSBC Bank Middle East Limited
Doha
ROMANIA
ING Bank N.V.
13-15 Kiseleff Avenue
011342 Bucharest 1
ROMANIA
 
ING Bank N.V.
Bucharest
*RUSSIA*
J.P. Morgan Bank International**
(Limited Liability Company)
Building 2/1, 8th floor
Paveletskaya Square
113054 Moscow
RUSSIA
 
JPMorgan Chase Bank, N.A.
New York
A/C JPMorgan Chase Bank London (USD NOSTRO Account)
 
ING Bank (Eurasia) ZAO
(Closed Joint Stock Company)
36 Krasnoproletarskaya ulitsa
127473 Moscow
RUSSIA
JPMorgan Chase Bank, N.A.
New York
A/C JPMorgan Chase Bank London (USD NOSTRO Account)
 
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
SAUDI ARABIA
The Saudi British Bank
P.O. Box 9084
Riyadh 11413
SAUDIA ARABIA
The Saudi British Bank
Riyadh
SERBIA
HVB Bank Serbia a Montenegro a.d.
Rajiceva 27-29
11000 Belgrade
SERBIA AND MONTENEGRO
 
HVB Bank Serbia a Montenegro a.d.
Belgrade
SINGAPORE
DBS Bank Ltd.
180 Clemenceau Avenue #03-01
Haw Par Centre
239922
SINGAPORE
 
Oversea-Chinese Banking Corporation
Singapore
SLOVAK REPUBLIC
HVB Bank Slovakia a.s.
Mostova 6
SK-814 16 Bratislava
SLOVAK REPUBLIC
 
Vseobecno Uverova Banka S.A.
Bratislava
SLOVENIA
Bank Austria Creditanstalt d.d. Ljubljana
Smartinska 140
SI-1000 Ljubljana
SLOVENIA
 
Bank Austria Creditanstalt d.d. Ljubljana
Ljubljana
SOUTH AFRICA
FirstRand Bank Limited 
1 Mezzanine Floor, 3 First Place, Bank City
Cnr Simmonds and Jeppe Streets
Johannesburg 2001
SOUTH AFRICA
 
The Standard Bank of South Africa Limited
Johannesburg
SOUTH KOREA
Standard Chartered First Bank Korea Limited
100 KongPyung-dong ChongRo-Gu
Seoul 110-702
SOUTH KOREA
 
Standard Chartered First Bank Korea Limited
Seoul
SPAIN
Santander Investment, S.A.
Ciudad Grupo Santander
Avenida de Cantabria, s/n
Edificio Ecinar, planta baja
Boadilla del Monte
28660 Madrid
SPAIN
 
J.P. Morgan AG
Frankfurt
SRI LANKA
The Hongkong and Shanghai Banking
Corporation Limited
24 Sir Baron Jayatillaka Mawatha
Colombo 1
SRI LANKA
 
The Hongkong and Shanghai Banking
Corporation Limited
Colombo
SWEDEN
Skandinaviska Enskilda Banken AB (publ)
Sergels Torg 2
SE-106 40 Stockholm
SWEDEN
 
Svenska Handelsbanken
Stockholm
SWITZERLAND
UBS AG
45 Bahnhofstrasse
8021 Zurich
SWITZERLAND
 
UBS AG
Zurich
TAIWAN
JPMorgan Chase Bank, N.A.**
8th Floor, Cathay Xin Yi Trading Building
No. 108, Section 5, Hsin Yi Road
Taipei 110
TAIWAN
 
JPMorgan Chase Bank, N.A.
Taipei
THAILAND
Standard Chartered Bank (Thai) Public Company Limited
14th Floor, Zone B
Sathorn Nakorn Tower
100 North Sathorn Road Bangrak
Bangkok 10500
THAILAND
 
Standard Chartered Bank (Thai) Public Company Limited
Bangkok
TUNISIA
Banque Internationale Arabe de Tunisie, S.A.
70-72 Avenue Habib Bourguiba
P.O. Box 520
1080 Tunis Cedex
TUNISIA
 
Banque Internationale Arabe de Tunisie, S.A.
Tunis
TURKEY
Citibank A.S.
Turkiye Main Branch
Buyukdere Cad. No:100
80280 Esentepe
Istanbul
TURKEY
 
JPMorgan Chase Bank, N.A.
Istanbul
*UKRAINE*
ING Bank Ukraine
30-A Spaska Street
04070 Kiev
UKRAINE
 
JPMorgan Chase Bank, N.A.
New York
A/C JPMorgan Chase Bank London (USD NOSTRO Account)
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
UNITED ARAB EMIRATES
HSBC Bank Middle East Limited
P.O. Box 66
312/45 Al Souq Road
Bur Dubai
Dubai
UNITED ARAB EMIRATES
 
The National Bank of Abu Dhabi
Abu Dhabi
UNITED KINGDOM.
JPMorgan Chase Bank, N.A.**
1 Tallis Street
London EC4Y 5AJ
UNITED KINGDOM
 
National Westminster Bank
London
 
Deutsche Bank AG
The Depository and Clearing Centre
Lower Ground Floor
27 Leadenhall Street
London EC3A 1AA
UNITED KINGDOM
Varies by currency
UNITED STATES
JPMorgan Chase Bank, N.A.**
4 New York Plaza
New York
NY 10004
U.S.A.
 
JPMorgan Chase Bank, N.A.
New York
URUGUAY
BankBoston, N.A.
Zabala 1463
Montevideo
URUGUAY
 
BankBoston, N.A
Montevideo.
VENEZUELA
Citibank, N.A.
Centro Comercial El Recreo
Torre Norte, Piso 20
Avda. Casanora, Sabana Grande
Caracas 1050 D.C.
VENEZUELA
 
Citibank, N.A.
Caracas
VIETNAM
The Hongkong and Shanghai Banking
Corporation Limited
75 Pham Hong Thai, District 1
Ho Chi Minh City
VIETNAM
 
The Hongkong and Shanghai Banking
Corporation Limited
Ho Chi Minh City
ZAMBIA
Barclays Bank Zambia Plc
Kafue House, Cairo Road
Lusaka
ZAMBIA
 
Barclays Bank Zambia Plc
Lusaka
ZIMBABWE
Barclays Bank of Zimbabwe Limited
Corporate Centre
1st Floor, Eastern Wing
Birmingham Road, Cnr. Paisley Road
Harare
ZIMBABWE
 
Barclays Bank of Zimbabwe Limited
Harare



SCHEDULE B

ELIGIBLE SECURITIES DEPOSITORIES

 
COUNTRY
 
 
DEPOSITORY
 
 
INSTRUMENTS
 
ARGENTINA
CVSA
(Caja de Valores S.A.)
 
Equity, Corporate Debt, Government Debt
 
CRYL
(Central de Registration y Liquidacion de Instrumentos de Endeudamiento Publico)
 
Government Debt 
AUSTRALIA
Austraclear Limited
Corporate Debt, Money Market, Government Debt and Semi-Government Debt
 
CHESS
(Clearing House Electronic Sub-register System)
 
Equity
AUSTRIA
OeKB
(Oesterreichische Kontrollbank AG)
 
Equity, Corporate Debt, Government Debt
BAHRAIN
CSDR
(Clearing, Settlement, Central Depository and Registry System)
 
Equity
BANGLADESH
CDBL
(Central Depository Bangladesh Limited)
Equity, Government Debt
BELGIUM
Euroclear Belgium
 
Equity, Corporate Debt
 
NBB
(National Bank of Belgium)
 
Corporate Debt, Government Debt
BERMUDA
 
BSD
(Bermuda Securities Depository)
 
Equity
 
BRAZIL
CBLC
(Companhia Brasileira de Liquidacao e Custodia)
 
Equity
 
CETIP
(Central de Custodia e de Liquidacao Financiera de Titulos Privados)
 
Corporate Debt
 
SELIC
(Sistema Especial de Liquidacao e Custodia)
 
Government Debt
BULGARIA
BNB
(Bulgaria National Bank)
 
Government Debt
 
CDAD
(Central Depository A.D.)
 
Equity, Corporate Debt
CANADA
CDS
(The Canadian Depository for Securities Limited)
 
Equity, Corporate, Government Debt
CHILE
DCV
(Deposito Central de Valores S.A.)
 
Equity, Corporate Debt, Government Debt
CHINA, SHANGHAI
CSDCC, Shanghai Branch
(China Securities Depository and Clearing Corporation Limited, Shanghai Branch)
 
Equity
CHINA, SHENZHEN
CSDCC, Shenzhen Branch
(China Securities Depository and Clearing Corporation Limited, Shenzhen Branch)
 
Equity
COLOMBIA
DCV
(Deposito Central de Valores)
 
Government Debt
 
DECEVAL
(Deposito Centralizado de Valores de Colombia S.A.)
 
Equity, Corporate Debt, Government Debt
CROATIA
CDA
(Central Depository Agency Inc. - Stredisnja depozitarna agencija d.d.)
 
Equity, Corporate Debt, Government Debt
CYPRUS
CSD
(Central Securities Depository)
 
Equity, Corporate Debt, Government Debt
CZECH REPUBLIC
SCP
(Stredisko cennych papiru - Ceska republica)
 
Equity, Corporate Debt, Government Debt
 
CNB
(Czech National Bank)
 
Government Debt
DENMARK
VP
(Vaerdipapircentralen A/S)
 
Equity, Corporate Debt, Government Debt
EGYPT
MCSD
(Misr for Clearing, Settlement and Depository)
 
Equity, Corporate Debt
 
CBE
(Central Bank of Egypt)
Government Debt
ESTONIA
ECDS
(Estonian Central Depository for Securities Limited - Eesti Vaatpaberite Keskdepositoorium)
 
Equity, Corporate Debt, Government Debt
EUROMARKET
CBL
(Clearstream Banking, S.A.)
 
Internationally Traded Debt, Equity
 
Euroclear Bank S.A./N.V.
 
Internationally Traded Debt, Equity
FINLAND
APK
(Finnish Central Securities Depository Limited)
 
Equity, Corporate Debt, Government Debt
FRANCE
Euroclear France
 
Equity, Corporate Debt, Government Debt
GERMANY
CBF
(Clearstream Banking AG)
 
Equity, Corporate Debt, Government Debt
GREECE
CSD
(Central Securities Depository S.A.)
 
Equity, Corporate Debt, Government Debt
 
BoG
(Bank of Greece)
 
Government Debt
HONG KONG
HKSCC
(Hong Kong Securities Clearing Company Limited)
 
Equity
 
CMU
(Central Moneymarkets Unit)
 
Corporate Debt, Government Debt
HUNGARY
KELER Zrt.
(Central Clearing House and Depository (Budapest) Zrt. - Kozponti Elszamolohaz es Ertektar (Budapest) Zrt.)
 
Equity, Corporate Debt, Government Debt
ICELAND
ISD
(The Islandic Securities Depository)
 
Equity, Corporate Debt, Government Debt
INDIA
NSDL
(National Securities Depository Limited)
 
Equity, Corporate Debt, Government Debt
 
CDSL
(Central Depository Services (India) Limited)
 
Equity
 
RBI
(Reserve Bank of India)
 
Government Debt
INDONESIA
KSEI
(PT Kustodian Sentral Efek Indonesia)
 
Equity, Corporate Debt
 
Bank Indonesia
Government Debt
IRELAND
CREST
(CRESTCo Limited)
 
Equity, Corporate Debt
ISRAEL
TECH
(Tel Aviv Stock Exchange Clearing House Ltd.)
 
Equity, Corporate Debt, Government Debt
ITALY
Monte Titoli S.p.A.
 
Equity, Corporate Debt, Government Debt
IVORY COAST
DC/BR
(Le Depositaire Central / Banque de Reglement)
 
Equity
JAMAICA
JCSD
(Jamaica Central Securities Depository)
 
Equity, Corporate Debt, Government Debt
JAPAN
JASDEC
(Japan Securities Depository Center, Incorporated)
 
Equity, Convertible Debt
 
BoJ
(Bank of Japan)
 
Registered Government Debt
 
JSSC
(Japan Securities Settlement and Custody, Inc.)
Foreign Securities
JORDAN
SDC
(Securities Depository Center)
 
Equity, Corporate Debt
KAZAKHSTAN
CSD
(Central Securities Depository CJSC)
 
Equity
KENYA
CBCD
(Central Bank Central Depository)
 
Government Debt
 
CDSC
(Central Depository & Settlement Corporation Limited)
 
Equity, Corporate Debt
KUWAIT
KCC
(The Kuwait Clearing Company S.A.K.)
 
Equity, Corporate Debt
LATVIA
LCD
(Latvian Central Depository)
 
Equity, Corporate Debt, Government Debt
LEBANON
Midclear S.A.L.
(Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East S.A.L.)
 
Equity
 
BDL
(Banque du Liban)
Government Debt
LITHUANIA
CSDL
(Central Securities Depository of Lithuania)
 
Equity, Corporate Debt, Government Debt
LUXEMBOURG
CBL
(Clearstream Banking, S.A.)
 
Equity
MALAYSIA
Bursa Depository
(Bursa Malaysia Depository Sdn Bhd)
 
Equity, Corporate Debt
 
BNM
(Bank Negara Malaysia)
 
Government Debt
MALTA
CSD
(The Central Securities Depository)
 
Equity, Corporate Debt, Government Debt
MAURITIUS
CDS
(Central Depository and Settlement Company Limited)
 
Equity, Corporate Debt
MEXICO
INDEVAL
(S.D. INDEVAL S.A. de C.V.)
 
Equity, Corporate Debt, Government Debt
MOROCCO
Maroclear
 
Equity, Corporate Debt, Government Debt
NETHERLANDS
Euroclear Nederland
 
Equity, Corporate Debt, Government Debt
NEW ZEALAND
NZCSD
(New Zealand Central Securities Depository)
 
Equity, Corporate Debt, Government Debt
NIGERIA
CSCS
(Central Securities Clearing System Limited)
 
Equity, Corporate Debt, Government Debt
NORWAY
VPS
(Verdipapirsentralen ASA)
 
Equity, Corporate Debt, Government Debt
OMAN
MDSRC
(The Muscat Depository and Securities Registration Company, S.A.O.C.)
 
Equity, Corporate Debt
PAKISTAN
CDC
(Central Depository Company of Pakistan Limited)
 
Equity, Corporate Debt
 
SBP
(State Bank of Pakistan)
 
Government Debt
PANAMA
LATINCLEAR
(Central Latinoamericana de Valores, S.A.)
 
Equity, Corporate Debt, Government Debt
PERU
CAVALI
(CAVALI ICLV S.A.)
 
Equity, Corporate Debt, Government Debt
PHILIPPINES
PDTC
(Philippine Depository and Trust Corp.)
 
Equity
 
RoSS
(Bangko Sentral ng Pilipinas / Register of Scripless Securities)
 
Government Debt
POLAND
NDS
(National Depository for Securities S.A.)
 
Equity, Long-Term Government Debt
 
RPW
(Registry of Securities)
 
Short-Term Government Debt
PORTUGAL
INTERBOLSA
(Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A.)
 
Equity, Corporate Debt, Government Debt
QATAR
 
DSM
(Doha Securities Market)
 
Equity
 
ROMANIA
BSE
(Bucharest Stock Exchange)
 
Equity
 
NBR
 
(National Bank of Romania)
 
Government Debt
RUSSIA
VTB
(Vneshtorgbank)
 
Equity, Corporate Debt, Government Debt (Ministry of Finance Bonds)
 
NDC
(The National Depository Center)
 
Equity, Corporate Debt, Government Debt
SAUDI ARABIA
Tadawul
 
Equity
 
SAMA
(Saudi Arabian Monetary Authority)
 
Government Debt
SERBIA
CSD
(Central Register and Central Depository for Securities)
 
Equity, Corporate Debt, Government Debt
SINGAPORE
CDP
(The Central Depository (Pte) Limited)
 
Equity, Corporate Debt
 
MAS
(Monetary Authority of Singapore)
 
Government Debt
SLOVAK REPUBLIC
CSD
(Centralny depozitar cennych papierov SR, a.s.)
 
Equity, Corporate Debt, Government Debt
 
NBS
(National Bank of Slovakia)
 
Government Debt
SLOVENIA
KDD
(Centralna klirinsko depotna druzba d.d.)
 
Equity, Corporate Debt, Government Debt
SOUTH AFRICA
STRATE
(Share Transactions Totally Electronic)
 
Equity
SOUTH KOREA
KSD
(Korea Securities Depository)
 
Equity, Corporate Debt, Government Debt
SPAIN
IBERCLEAR
(Sociedad de Gestion de los Sistemas de Registro, Compensacion y Liquidacion de Valores, S.A.)
 
Equity, Corporate Debt, Government Debt
SRI LANKA
CDS
(Central Depository System (Private) Limited)
 
Equity, Corporate Debt
SWEDEN
VPC
(Vardepapperscentralen AB)
 
Equity, Corporate Debt, Government Debt
SWITZERLAND
SIS
(SIS SegaInterSettle AG)
 
Equity, Corporate Debt, Government Debt
TAIWAN
TDCC
(Taiwan Depository and Clearing Corporation)
 
Equity, Corporate Debt, Government Debt
THAILAND
TSD
(Thailand Securities Depository Company Limited)
 
Equity, Corporate Debt, Government Debt
TUNISIA
STICODEVAM
(Societe Tunisienne Interprofessionnelle pour la Compensation et le Depot des Valeurs Mobilieres)
 
Equity, Corporate Debt, Government Debt
TURKEY
Central Registry Agency
 
(CRA)
 
Equity, Corporate Debt
 
CBoT
(Central Bank of Turkey)
 
Government Debt
UKRAINE
NBU
(National Bank of Ukraine)
 
Government Debt
 
MFS
(Interregional Securities Union)
 
Corporate Debt, Selected Equity
UNITED ARAB EMIRATES
DFM
(Dubai Financial Market Clearing House)
 
Equity, Corporate Debt, Government Debt
 
DIFX
(Dubai International Financial Exchange Central Securities Depository and Registry)
Equity, Corporate Debt
UNITED KINGDOM
CREST
(CRESTCo Limited)
 
Equity, Corporate Debt, Government Debt
UNITED STATES
DTC
(The Depository Trust Company)
 
Equity, Corporate Debt
 
FRB
(Federal Reserve Bank)
 
Government Debt, Mortgage Back Debt
URUGUAY
BCU
(Banco Central del Uruguay)
 
Government Debt
VENEZUELA
BCV
(Banco Central de Venezuela)
 
Government Debt
 
CVV
(Caja Venezolana de Valores, S.A.)
 
Equity, Corporate Debt, Money Market
VIETNAM
VSD
(Vietnam Securities Depository)
 
Equity, Corporate Debt, Government Debt
ZAMBIA
CSD
(LuSE Central Shares Depository Limited)
 
Equity, Government Debt
 
BoZ
(Bank of Zambia)
 
Government Debt