UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-1A

 

 

Registration Statement

Under

the Investment Company Act of 1940

Amendment No. 1

 

 

CAPITAL GROUP CENTRAL FUND SERIES

(Exact Name of Registrant as Specified in Charter)

 

6455 Irvine Center Drive

Irvine, California 92618-4518

(Address of Principal Executive Offices)

 

Registrant's telephone number, including area code:

(213) 486-9200

 

 

Jae Won Chung

Counsel, Fund Business Management Group

Capital Research and Management Company

333 South Hope Street

Los Angeles, California 90071-1406

(Name and Address of Agent for Service)   

  

   
 

Capital Group
Central Cash Fund SM

Registration Statement Part A

February 22, 2019

 
   
Class M
 
  CMQXX
 

Table of contents

   
Investment objective 1
Fees and expenses of the fund 1
Management and organization 6
Purchase and sale of shares 7
How to sell shares 8
Dividends and taxes 9

 

 
 

Beginning January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, we intend to no longer mail paper copies of the fund’s shareholder reports. Instead, the reports will be made available on the fund’s website (americanfunds.com/cmqxx); you will be notified by mail and provided with a website link to access the report each time a report is posted.

You may elect to receive paper copies of all future reports free of charge by informing the fund that you wish to receive paper copies of your shareholder reports.

This registration statement has been filed pursuant to Section 8(b) of the Investment Company Act of 1940, as amended (“1940 Act”). However, shares of the fund are not being registered under the Securities Act of 1933, as amended (“1933 Act”), because the shares will be issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. Investments in the fund may be made only by a limited number of institutional investors, including investment companies and certain other investment vehicles and accounts managed by the fund’s investment adviser and its affiliates. Shares of the fund are restricted securities and cannot be transferred or resold without registration under the 1933 Act or an available exemption from registration under the 1933 Act. This registration statement does not constitute an offer to sell, or the solicitation of an offer to buy, any shares of the fund.


 
 

 

Investment objective The fund is an institutional money market fund managed pursuant to Rule 2a-7 under the 1940 Act. The investment objective of the fund is to provide you with a way to earn income on your cash reserves while preserving capital and maintaining liquidity. The net asset value of the fund’s shares will “float,” fluctuating with changes in the value of the fund’s portfolio securities. Shares of the fund are currently only available for investment by (a) other funds and investment vehicles and accounts managed by the fund’s investment adviser and its affiliates and (b) the fund’s investment adviser and its affiliates. Shares of the fund are not available to the public.

Fees and expenses of the fund This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

   
Shareholder fees (fees paid directly from your investment)
Share class: M
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) none
Maximum deferred sales charge (load) (as a percentage of the amount redeemed) none
Maximum sales charge (load) imposed on reinvested dividends none
Redemption or exchange fees none
   
Annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment)
Share class: M
Management fees none
Distribution and/or service (12b-1) fees none
Other expenses 0.0005%
Total annual fund operating expenses 0.0005

Investment strategies and risks The fund will invest in high-quality, short-term money market instruments, including commercial paper and other short-term bank obligations, U.S. Treasury securities and other government securities guaranteed or issued by an agency or instrumentality of the U.S. government and repurchase agreements.

Repurchase agreements are agreements under which the fund purchases a security from a bank or broker-dealer and obtains a simultaneous commitment from the seller to repurchase the security at a specified time and price. Because the security purchased by the fund constitutes collateral for the seller’s repurchase obligation, a repurchase agreement is effectively a loan by the fund that is collateralized by the security purchased. The fund will only enter into repurchase agreements involving securities of the type (excluding any maturity limitations) in which it could otherwise invest. In practice, the fund expects to enter only into repurchase agreements that are fully collateralized by cash or U.S. government securities.

The fund relies on the professional judgment of its investment adviser to make decisions about the fund’s portfolio investments. The basic investment philosophy of the investment adviser is to seek to provide current income while preserving capital and maintaining liquidity. The investment adviser believes that an important way to accomplish this is by analyzing various factors, including the credit strength of the issuer, prices of similar securities issued by comparable issuers, current and anticipated changes in interest rates, general market conditions and other factors pertinent to the particular security being evaluated.

Capital Group Central Cash Fund / Part A     1


 
 

 

While it has no present intention to do so, the fund’s board may change the fund’s objective without shareholder approval upon 60 days’ written notice to shareholders.

In accordance with applicable rules and regulations relating to money market funds, the fund will maintain a dollar-weighted average maturity of 60 days or less and its dollar-weighted average life will not exceed 120 days. Additionally, the fund will hold at least 10% of its total assets in daily liquid assets and at least 30% of its total assets in weekly liquid assets. For purposes of these limits, daily liquid assets and weekly liquid assets are generally defined to include cash, U.S. Treasuries, certain other government securities, as well as other securities that can be readily converted to cash within one or five business days, respectively.

Floating net asset value – As an institutional money market fund, the fund does not maintain a constant net asset value per share of $1.00. Rule 2a-7 of the 1940 Act requires institutional money market funds to transact at a market-based net asset value calculated to four decimal places or an equivalent value for the fund depending on the share price (e.g., $10.000 or $100.00). Accordingly the fund’s net asset value will vary as a result of changes in the value of the securities in which the fund invests.

Liquidity fee and redemption gate – Liquidity fees are designed to transfer the costs of liquidating securities from shareholders who remain in the fund to those who leave the fund during periods when liquidity is limited. There are two types of liquidity fees: discretionary liquidity fees and default liquidity fees. If the fund’s weekly liquid assets fall below 10% of its total assets at the end of any business day, the next business day the fund is required to impose a default liquidity fee of 1% on all redemptions unless the board determines that (a) the fee is not in the best interest of the fund or (b) a lesser or higher fee (up to 2%) is in the best interest of the fund. If the fund’s weekly liquid assets fall below 30% of its total assets, the fund may impose a discretionary liquidity fee of up to 2% on all redemptions, as early as the same day, if the fund’s board determines that it is in the best interest of the fund. Once the fund has restored its weekly liquid assets to 30% of total assets, any liquidity fee must be suspended. Any liquidity fees paid by shareholders are retained by the fund for the benefit of the remaining shareholders and may be used to maintain the fund’s liquidity and satisfy redemption requests from the fund.

In lieu of the discretionary liquidity fee, the fund is permitted to temporarily implement a redemption gate (i.e., suspend redemptions) if the fund’s weekly liquid assets fall below 30% of its total assets. The gate can remain in effect for no longer than 10 business days in any 90-day period. Once the fund has restored its weekly liquid assets to 30% of total assets, the gate must be lifted. The board may also determine that it would not be in the interests of the fund to continue operating if the fund’s weekly liquid assets fall below 10% of its total assets. In the event that the board approves liquidation of the fund under these circumstances, the fund may permanently suspend redemptions and liquidate.

If the fund imposes a redemption gate, unprocessed redemption requests will be canceled and the fund will not accept redemption requests until the fund has notified shareholders that the redemption gate is no longer in effect. If you redeem your shares when the fund has imposed a liquidity fee, then the amount you receive for your redemption will be reduced by the amount of the liquidity fee and will generally cause you to recognize a loss for tax purposes equal to the amount of that fee.

Notices regarding the imposition and lifting of liquidity fees or redemption gates will be filed with the SEC on Form N-CR. In addition, announcements will also be made in amendments to the fund’s registration statement and on the fund’s website.

2     Capital Group Central Cash Fund / Part A


 
 

 

The following are principal risks associated with the fund’s investment strategies.

Market conditions — The prices of, and the income generated by, the securities held by the fund may decline – sometimes rapidly or unpredictably – due to various factors, including events or conditions affecting the general economy or particular industries; overall market changes; local, regional or global political, social or economic instability; governmental, governmental agency or central bank responses to economic conditions; and interest rate and commodity price fluctuations.

Economies and financial markets throughout the world are increasingly interconnected. Economic, financial or political events, trading and tariff arrangements, wars, terrorism, cybersecurity events, natural disasters and other circumstances in one country or region could have profound impacts on global economies or markets. As a result, whether or not the fund invests in securities of issuers located in or with significant exposure to the countries affected, the value and liquidity of the fund’s investments may be negatively affected by developments in other countries and regions.

Investing in cash equivalents Cash equivalents, such as commercial paper, asset-backed commercial paper, short term-bank obligations and corporate bonds and notes that mature or may be redeemed or mature within thirteen months or less, like other fixed income instruments are subject to interest rate risk. However, the short-term nature of a commercial paper investment makes it less susceptible to volatility than many other fixed income securities because interest rate risk typically increases as maturity lengths increase. Commercial paper is often unsecured, but may be supported by letters of credit or other forms of collateral. Maturing commercial paper are usually repaid by the issuer from the proceeds of new commercial paper issuances. As a result, investment in commercial paper is subject to rollover risk, or the risk that the issuer cannot issue enough new commercial paper to satisfy its outstanding commercial paper. As with all fixed income securities, there is a chance that the issuer will default on its short-term obligations and these securities may become illiquid or suffer from reduced liquidity in these or other situations.

Investing in securities backed by the U.S. government — Securities backed by the U.S. Treasury or the full faith and credit of the U.S. government are guaranteed only as to the timely payment of interest and principal when held to maturity. Accordingly, the current market values for these securities will fluctuate with changes in interest rates and the credit rating of the U.S. government. Securities issued by government-sponsored entities and federal agencies and instrumentalities that are not backed by the full faith and credit of the U.S. government are neither issued nor guaranteed by the U.S. government.

Capital Group Central Cash Fund / Part A     3


 
 

 

Interest rate risk — The values and liquidity of the securities held by the fund may be affected by changing interest rates. For example, the values of these securities may decline when interest rates rise and increase when interest rates fall. Longer maturity debt securities generally have greater sensitivity to changes in interest rates and may be subject to greater price fluctuations than shorter maturity debt securities. The fund may invest in variable and floating rate securities. When the fund holds variable or floating rate securities, a decrease in market interest rates will adversely affect the income received from such securities and the net asset value of the fund’s shares. Although the values of such securities are generally less sensitive to interest rate changes than those of other debt securities, the value of variable and floating rate securities may decline if their interest rates do not rise as quickly, or as much, as market interest rates. Conversely, floating rate securities will not generally increase in value if interest rates decline. During periods of extremely low short-term interest rates, the fund may not be able to maintain a positive yield and, given the current low interest rate environment, risks associated with rising rates are currently heightened.

Investing in repurchase agreements — Upon entering into a repurchase agreement, the fund purchases a security from a bank or broker-dealer, which simultaneously commits to repurchase the security within a specified time at the fund’s cost with interest. The security purchased by the fund constitutes collateral for the seller’s repurchase obligation. If the party agreeing to repurchase should default, the fund may seek to sell the security it holds as collateral. The fund may incur a loss if the value of the collateral securing the repurchase obligation falls below the repurchase price. The fund may also incur disposition costs and encounter procedural delays in connection with liquidating the collateral.

Financial services risk — A significant portion of the fund’s portfolio may be comprised of securities issued by companies in the financial services industry. As a result, the fund may be more susceptible to any economic, business, political or other developments which generally affect this industry sector. The profitability of many types of financial companies may be adversely affected in certain market cycles, including during periods of rising interest rates, which may restrict the availability and increase the cost of capital, and declining economic conditions, which may cause credit losses due to financial difficulties of borrowers. Because many types of financial services companies are vulnerable to these economic cycles, the fund’s investments may lose value during such periods.

Management — The investment adviser to the fund actively manages the fund’s investments. Consequently, the fund is subject to the risk that the methods and analyses, including models, tools and data, employed by the investment adviser in this process may be flawed or incorrect and may not produce the desired results.

4     Capital Group Central Cash Fund / Part A


 
 

 

The following are additional risks associated with investing in the fund.

Exposure to country, region, industry or sector — Subject to the fund’s investment limitations, the fund may have significant exposure to a particular country, region, industry or sector. Such exposure may cause the fund to be more impacted by risks relating to and developments affecting the country, region, industry or sector, and thus its net asset value may be more volatile, than a fund without such levels of exposure. For example, if the fund has significant exposure to the financial services industry as described above or in a particular country, then social, economic, regulatory or other issues that negatively affect that country may have a greater impact on the fund than on a fund that is more geographically diversified. All securities held by the fund will be denominated in U.S. dollars.

Large Shareholder Transactions Risk — The fund may experience adverse effects when large shareholders purchase or redeem large amounts of shares of the fund. Such large shareholder redemptions may cause the fund to sell portfolio securities at times when it would not otherwise do so, which may negatively impact the fund’s net asset value and liquidity. Similarly, large fund share purchases may adversely affect the fund’s performance to the extent that the fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would. These transactions may also accelerate the realization of taxable income to shareholders if such sales of investments resulted in gains, and may also increase transaction costs. In addition, a large redemption could result in the fund’s current expenses being allocated over a smaller asset base, leading to an increase in the fund’s expense ratio.

In addition to the investment strategies described above, the fund has other investment practices that are described in Part B of the fund’s registration statement, which includes a description of other risks related to the fund’s investment strategies and other investment practices. The fund’s investment results will depend on the ability of the fund’s investment adviser to navigate the risks discussed above as well as those described in Part B of the fund’s registration statement.

You could lose money by investing in the fund. Because the share price of the fund will fluctuate, when you sell your shares they may be worth more or less than what you originally paid for them. The fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the fund’s liquidity falls below a required minimum because of market conditions or other factors. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, entity or person. The fund’s sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will do so at any time.

Capital Group Central Cash Fund / Part A     5


 
 

 

Management and organization

Investment adviser Capital Research and Management Company, an experienced investment management organization founded in 1931, serves as the investment adviser to the fund and other funds, including the American Funds. Capital Research and Management Company is a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at 333 South Hope Street, Los Angeles, California 90071. Capital Research and Management Company manages the investment portfolio and business affairs of the fund. The fund does not pay any management fee to its investment adviser. A more detailed description of the Investment Advisory and Service Agreement between the fund and the investment adviser is included in Part B of the fund’s registration statement.

Capital Research and Management Company manages equity assets through three equity investment divisions and fixed income assets through its fixed income investment division, Capital Fixed Income Investors. The three equity investment divisions — Capital International Investors, Capital Research Global Investors and Capital World Investors — make investment decisions independently of one another.

The equity investment divisions may, in the future, be incorporated as wholly owned subsidiaries of Capital Research and Management Company. In that event, Capital Research and Management Company would continue to be the investment adviser, and day-to-day investment management of equity assets would continue to be carried out through one or more of these subsidiaries. Although not currently contemplated, Capital Research and Management Company could incorporate its fixed income investment division in the future and engage it to provide day-to-day investment management of fixed income assets. Capital Research and Management Company and each of the funds it advises have received an exemptive order from the U.S. Securities and Exchange Commission that allows Capital Research and Management Company to use, upon approval of the fund’s board, its management subsidiaries and affiliates to provide day-to-day investment management services to the fund, including making changes to the management subsidiaries and affiliates providing such services. The fund’s shareholders have approved this arrangement; however, there is no assurance that Capital Research and Management Company will incorporate its investment divisions or exercise any authority granted to it under the exemptive order.

Fund expenses The fund bears expenses incurred in connection with the day-to-day fund operations, including, but not limited, to expenses associated with the audit, custodian, administrative and transfer agent services provided to the fund.

Portfolio holdings Portfolio holdings information for the fund will be available on the fund’s website at americanfunds.com/cmqxx. A description of the fund’s policies and procedures regarding disclosure of information about its portfolio holdings is available in Part B of the fund’s registration statement.

6     Capital Group Central Cash Fund / Part A


 
 

 

Purchase and sale of shares

Purchase of Class M shares Class M shares are available for purchase only by (a) other funds and investment vehicles and accounts managed by the fund’s investment adviser and its affiliates and (b) the fund’s investment adviser and its affiliates. Shares of the fund are not available to the public. The fund may accept securities in-kind in exchange for shares of the fund in accordance with the fund’s policy and procedures relating to in-kind purchase transactions.

Valuing shares The net asset value of each share class of the fund is the value of a single share of that class. The fund calculates the net asset value each day the New York Stock Exchange is open for trading as of approximately 4 p.m. New York time, the normal close of regular trading. If, for example, the New York Stock Exchange closes at 1 p.m. New York time, the fund’s net asset value would still be determined as of 4 p.m. New York time. In this example, portfolio securities traded on the New York Stock Exchange would be valued at their closing prices unless the investment adviser determines that a “fair value” adjustment is appropriate due to subsequent events. The fund may also calculate its share price on days the New York Stock Exchange is closed when deemed prudent to do so by the fund’s officers.

Assets are valued primarily on the basis of evaluated prices from third-party pricing services. However, the fund has adopted procedures for making fair value determinations if evaluated prices are not readily available or are not considered reliable.

As an institutional money market fund, the fund’s initial net asset value of $100.00 is calculated to two decimal places. The fund follows standard industry practice by typically reflecting changes in its holdings of portfolio securities on the first business day following a portfolio trade.

Your shares will be purchased at the net asset value or sold at the net asset value next determined after American Funds Service Company receives your request, provided that your request contains all information and legal documentation necessary to process the transaction.

Distributor American Funds Distributors, Inc. serves as the distributor (“Distributor”) of the fund shares. The Distributor does not receive any compensation from the fund for the distribution services.

Capital Group Central Cash Fund / Part A     7


 
 

 

How to sell shares

You may sell (redeem) shares by notifying American Funds Services Company.

The fund typically expects to send redemption proceeds one business day following receipt and acceptance of a redemption order. However, payment may take longer than one business day and may take up to seven days as generally permitted by the 1940 Act. Under the 1940 Act, the fund may be permitted to pay redemption proceeds beyond seven days under certain limited circumstances.

Under normal conditions, the fund typically expects to meet shareholder redemptions by monitoring the fund’s portfolio and redemption activities and by regularly holding a reserve of highly liquid assets, such as cash or cash equivalents. The fund may use additional methods to meet shareholder redemptions, if they become necessary. These methods may include, but are not limited to, the sale of portfolio assets, the use of overdraft protection afforded by the fund’s custodian bank, borrowing from a line of credit or from other funds advised by the investment adviser or its affiliates, and making payment with fund securities or other fund assets rather than in cash (as further discussed in the following paragraph).

Although payment of redemptions normally will be in cash, the fund’s declaration of trust permits payment of the redemption price wholly or partly with portfolio securities or other fund assets under conditions and circumstances determined by the fund’s board of trustees. On the same redemption date, some shareholders may be paid in whole or in part in securities (which may differ among those shareholders), while other shareholders may be paid entirely in cash. In general, any redemption in-kind to unaffiliated shareholders will represent a pro rata distribution of the fund’s securities selected by the investment adviser in a manner that is fair and reasonable to the fund’s shareholders. In-kind redemptions to affiliated shareholders will as closely as practicable represent the affiliated shareholder’s a pro rata share of the fund’s securities, subject to certain exceptions. The disposal of the securities received in-kind may be subject to brokerage costs and, until sold, such securities remain at market risk and liquidity risk, including the risk that such securities are or become difficult to sell. If the fund pays your redemption with illiquid or less liquid securities, you will bear the risk of not being able to sell such securities.

Shares of the fund are not transferrable.

Frequent trading of fund shares The fund and the Distributor reserve the right to reject any purchase order for any reason. Frequent trading of fund shares may lead to increased costs to the fund and less efficient management of the fund’s portfolio, potentially resulting in dilution of the value of the shares held by long-term shareholders. The investment adviser anticipates that fund shares may be purchased and sold frequently because a money market fund is designed to offer a liquid investment option. Accordingly, the board has not adopted policies and procedures designed to detect and deter excessive trading of fund shares.

8     Capital Group Central Cash Fund / Part A


 
 

 

Dividends and taxes

Dividends The fund declares daily dividends from net investment income and distributes the accrued dividends, which may fluctuate, to you each month. Generally, dividends begin accruing on the day payment for shares is received by the fund or American Funds Service Company.

Dividends declared and paid by the fund will be automatically reinvested to purchase additional shares of this fund.

Taxes For federal income tax purposes, dividends and capital gain distributions you receive from the fund will be subject to federal income taxes, and also may be subject to state or local taxes — unless you are tax-exempt or your account is tax-favored. Because the fund’s net asset value floats, a sale of fund shares may result in a capital gain or loss for you. Accordingly, you may have a capital gain to report as income, or a capital loss to report as a deduction, when you complete your tax return. Part B of the fund’s registration statement contains more information regarding the different methods available to you for calculating this gain or loss.

Fees Fees and expenses borne directly by the fund normally have the effect of reducing a shareholder’s taxable income on distributions.

Please see your tax advisor for more information.

Capital Group Central Cash Fund / Part A     9


 
 

 

   
 
 
MFGEPRX-129-0219P Litho in USA CGD/AFD/10512 Investment Company File No. 811-23391
 


Capital Group Central Fund Series SM

(Capital Group Central Cash Fund SM )

Part B
Registration Statement

February 22, 2019

This document is not a prospectus but Part B of the registration statement of Capital Group Central Fund Series (Capital Group Central Cash Fund) (the “fund”) which should be read in conjunction with Part A of the fund’s registration statement dated February 22, 2019. You may obtain Part A and Part B of the registration statement by calling American Funds Service Company ® at (800) 421-4225 or by writing to the fund at the following address:

Capital Group Central Fund Series

(Capital Group Central Cash Fund)
Attention: Secretary

333 South Hope Street
Los Angeles, California 90071

   
 
Class M CMQXX
 

Table of Contents

Item   Page no.

Certain investment limitations and guidelines 2
Description of certain securities, investment techniques and risks 3
Fund policies 7
Management of the fund 9
Execution of portfolio transactions 24
Disclosure of portfolio holdings 27
Price of shares 28
Taxes and distributions 30
Purchase and exchange of shares 32
Selling shares 33
Shareholder account services and privileges 34
General information 35
Appendix 37

Capital Group Central Cash Fund — Page 1


 
 

 

Certain investment limitations and guidelines

The following limitations and guidelines are considered at the time of purchase, under normal circumstances, and are based on a percentage of the fund’s net assets unless otherwise noted. This summary is not intended to reflect all of the fund’s investment limitations.

Maturity

·  The fund will maintain a dollar-weighted average portfolio maturity of 60 days or less.

·  The fund will maintain the dollar-weighted average life of its portfolio at 120 days or less.

Liquidity

·  The fund may not acquire illiquid securities if, immediately after the acquisition, the fund would have invested more than 5% of its total assets in illiquid securities.

·  The fund will hold at least 10% of its total assets in daily liquid assets (i.e., cash, direct obligations of the U.S. Government or securities that mature or are subject to a demand feature that is exercisable or payable within one business day).

·  The fund will hold at least 30% of its total assets in weekly liquid assets (i.e., cash, direct obligations of the U.S. Government, government securities issued by an instrumentality of the U.S. Government that are issued at a discount and have a remaining maturity of 60 days or less, or securities that mature or are subject to a demand feature that is exercisable or payable within five business days).

* * * * * *

The fund may experience difficulty liquidating certain portfolio securities during significant market declines or periods of heavy redemptions.

Capital Group Central Cash Fund — Page 2


 
 

 

Description of certain securities, investment techniques and risks

The descriptions below are intended to supplement the material in Part A of the fund’s registration statement under “Investment objective, strategies and risks.”

Investment policies — The fund invests in various high-quality money market instruments with a remaining maturity of 397 days or less. The fund will hold securities that are sufficiently liquid to meet reasonably foreseeable shareholder redemptions. The fund’s investment adviser considers nationally recognized statistical rating organization ratings of securities as one of many criteria in making its investment decisions.

Debt instruments — Debt securities, also known as “fixed-income securities,” are used by issuers to borrow money. Bonds, notes, debentures, asset-backed securities (including those backed by mortgages), and loan participations and assignments are common types of debt securities. Generally, issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Some debt securities, such as zero coupon bonds, do not pay current interest, but are purchased at a discount from their face values and their values accrete over time to face value at maturity. Some debt securities bear interest at rates that are not fixed, but that vary with changes in specified market rates or indices. The market prices of debt securities fluctuate depending on such factors as interest rates, credit quality and maturity. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall. These fluctuations will generally be greater for longer-term debt securities than for shorter-term debt securities. Prices of these securities can also be affected by financial contracts held by the issuer or third parties (such as derivatives) relating to the security or other assets or indices.

Credit ratings for debt securities provided by rating agencies reflect an evaluation of the safety of principal and interest payments, not market value risk. The rating of an issuer is a rating agency’s view of past and future potential developments related to the issuer and may not necessarily reflect actual outcomes. There can be a lag between the time of developments relating to an issuer and the time a rating is assigned and updated. The investment adviser considers these ratings of securities as one of many criteria in making its investment decisions.

Bond rating agencies may assign modifiers (such as +/–) to ratings categories to signify the relative position of a credit within the rating category. Investment policies that are based on ratings categories should be read to include any security within that category, without giving consideration to the modifier except where otherwise provided. See the Appendix to this Part B of the fund’s registration statement for more information about credit ratings.

Obligations backed by the “full faith and credit” of the U.S. government — U.S. government obligations include the following types of securities:

U.S. Treasury securities — U.S. Treasury securities include direct obligations of the U.S. Treasury, such as Treasury bills, notes and bonds. For these securities, the payment of principal and interest is unconditionally guaranteed by the U.S. government, and thus they are of high credit quality. Such securities are subject to variations in market value due to fluctuations in interest rates and in government policies, but, if held to maturity, are expected to be paid in full (either at maturity or thereafter).

Federal agency securities — The securities of certain U.S. government agencies and government-sponsored entities are guaranteed as to the timely payment of principal and interest by the full faith and credit of the U.S. government. Such agencies and entities include, but are not limited to, the Federal Financing Bank (“FFB”), the Government National Mortgage Association (“Ginnie Mae”), the Veterans Administration (“VA”), the Federal Housing

Capital Group Central Cash Fund — Page 3


 
 

 

Administration (“FHA”), the Export-Import Bank (“Exim Bank”), the Overseas Private Investment Corporation (“OPIC”), the Commodity Credit Corporation (“CCC”) and the Small Business Administration (“SBA”).

Other federal agency obligations — Additional federal agency securities are neither direct obligations of, nor guaranteed by, the U.S. government. These obligations include securities issued by certain U.S. government agencies and government-sponsored entities. However, they generally involve some form of federal sponsorship: some operate under a congressional charter; some are backed by collateral consisting of “full faith and credit” obligations as described above; some are supported by the issuer’s right to borrow from the Treasury; and others are supported only by the credit of the issuing government agency or entity. These agencies and entities include, but are not limited to: the Federal Home Loan Banks, the Federal Home Loan Mortgage Corporation (“Freddie Mac”), the Federal National Mortgage Association (“Fannie Mae”), the Tennessee Valley Authority and the Federal Farm Credit Bank System.

In 2008, Freddie Mac and Fannie Mae were placed into conservatorship by their new regulator, the Federal Housing Finance Agency (“FHFA”). Simultaneously, the U.S. Treasury made a commitment of indefinite duration to maintain the positive net worth of both firms. As conservator, the FHFA has the authority to repudiate any contract either firm has entered into prior to the FHFA’s appointment as conservator (or receiver should either firm go into default) if the FHFA, in its sole discretion determines that performance of the contract is burdensome and repudiation would promote the orderly administration of Fannie Mae’s or Freddie Mac’s affairs. While the FHFA has indicated that it does not intend to repudiate the guaranty obligations of either entity, doing so could adversely affect holders of their mortgage-backed securities. For example, if a contract were repudiated, the liability for any direct compensatory damages would accrue to the entity’s conservatorship estate and could only be satisfied to the extent the estate had available assets. As a result, if interest payments on Fannie Mae or Freddie Mac mortgage-backed securities held by the fund were reduced because underlying borrowers failed to make payments or such payments were not advanced by a loan servicer, the fund’s only recourse might be against the conservatorship estate, which might not have sufficient assets to offset any shortfalls.

The FHFA, in its capacity as conservator, has the power to transfer or sell any asset or liability of Fannie Mae or Freddie Mac. The FHFA has indicated it has no current intention to do this; however, should it do so a holder of a Fannie Mae or Freddie Mac mortgage-backed security would have to rely on another party for satisfaction of the guaranty obligations and would be exposed to the credit risk of that party.

Certain rights provided to holders of mortgage-backed securities issued by Fannie Mae or Freddie Mac under their operative documents may not be enforceable against the FHFA, or enforcement may be delayed during the course of the conservatorship or any future receivership. For example, the operative documents may provide that upon the occurrence of an event of default by Fannie Mae or Freddie Mac, holders of a requisite percentage of the mortgage-backed security may replace the entity as trustee. However, under the Federal Housing Finance Regulatory Reform Act of 2008, holders may not enforce this right if the event of default arises solely because a conservator or receiver has been appointed.

Repurchase agreements — The fund may enter into repurchase agreements, or “repos”, under which the fund buys a security and obtains a simultaneous commitment from the seller to repurchase the security at a specified time and price. Because the security purchased constitutes collateral for the repurchase obligation, a repo may be considered a loan by the fund that is collateralized by the security purchased. Repos permit the fund to maintain liquidity and earn income over periods of time as short as overnight.

Capital Group Central Cash Fund — Page 4


 
 

 

The seller must maintain with a custodian collateral equal to at least the repurchase price, including accrued interest. In tri-party repos, a third party custodian, called a clearing bank, facilitates repo clearing and settlement, including by providing collateral management services. However, as an alternative to tri-party repos, the fund could enter into bilateral repos, where the parties themselves are responsible for settling transactions.

The fund will only enter into repos involving securities of the type (excluding any maturity limitations) in which it could otherwise invest. If the seller under the repo defaults, the fund may incur a loss if the value of the collateral securing the repo has declined and may incur disposition costs and delays in connection with liquidating the collateral. If bankruptcy proceedings are commenced with respect to the seller, realization of the collateral by the fund may be delayed or limited.

Commercial paper — The fund may purchase commercial paper. Commercial paper refers to short-term promissory notes issued by a corporation to finance its current operations. Such securities normally have maturities of thirteen months or less and, though commercial paper is often unsecured, commercial paper may be supported by letters of credit, surety bonds or other forms of collateral. Maturing commercial paper issuances are usually repaid by the issuer from the proceeds of new commercial paper issuances. As a result, investment in commercial paper is subject to rollover risk, or the risk that the issuer cannot issue enough new commercial paper to satisfy its outstanding commercial paper. Like all fixed-income securities, commercial paper prices are susceptible to fluctuations in interest rates. If interest rates rise, commercial paper prices will decline and vice versa. However, the short-term nature of a commercial paper investment makes it less susceptible to volatility than many other fixed-income securities because interest rate risk typically increases as maturity lengths increase. Commercial paper tends to yield smaller returns than longer-term corporate debt because securities with shorter maturities typically have lower effective yields than those with longer maturities. As with all fixed-income securities, there is a chance that the issuer will default on its commercial paper obligations and commercial paper may become illiquid or suffer from reduced liquidity in these or other situations.

Commercial paper in which the fund may invest includes commercial paper issued in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”). Section 4(a)(2) commercial paper has substantially the same price and liquidity characteristics as commercial paper generally, except that the resale of Section 4(a)(2) commercial paper is limited to institutional investors who agree that they are purchasing the paper for investment purposes and not with a view to public distribution. Technically, such a restriction on resale renders Section 4(a)(2) commercial paper a restricted security under the 1933 Act. In practice, however, Section 4(a)(2) commercial paper typically can be resold as easily as any other unrestricted security held by the fund. Accordingly, Section 4(a)(2) commercial paper has been generally determined to be liquid under procedures adopted by the fund’s board of trustees.

Short-term bank obligations — Certificates of deposit (interest-bearing time deposits), bank notes, bankers’ acceptances (time drafts drawn on a commercial bank where the bank accepts an irrevocable obligation to pay at maturity) representing direct or contingent obligations of commercial banks. Commercial banks issuing obligations in which the fund invests must be on an approved list that is monitored on a regular basis.

Variable and floating rate obligations — The interest rates payable on certain securities in which the fund may invest may not be fixed but may fluctuate based upon changes in market rates or credit ratings. Variable and floating rate obligations bear coupon rates that are adjusted at designated intervals, based on the then current market rates of interest or credit ratings. The rate adjustment features tend to limit the extent to which the market value of the obligations will fluctuate. When the fund holds variable or floating rate securities, a decrease in market interest rates will adversely affect the income received from such securities and the net asset value of the fund’s shares.

Capital Group Central Cash Fund — Page 5


 
 

 

Maturity — In accordance with rule  2a-7 under the Investment Company Act of 1940, as amended (the “1940 Act”), the fund is required to maintain a dollar-weighted average portfolio maturity of 60 days or less, maintain a dollar-weighted average life of its portfolio of 120 days or less and purchase only instruments having remaining maturities of 397 days or less. For purposes of determining the weighted average maturity (but not the weighted average life) of a fund’s portfolio, certain variable and floating rate obligations and put securities which may otherwise have stated or final maturities in excess of 397 days will be deemed to have remaining maturities equal to the period remaining until each next readjustment of the interest rate or until the fund is entitled to repayment or repurchase of the security.

Cybersecurity risks — With the increased use of technologies such as the Internet to conduct business, the fund has become potentially more susceptible to operational and information security risks through breaches in cybersecurity. In general, a breach in cybersecurity can result from either a deliberate attack or an unintentional event. Cybersecurity breaches may involve, among other things, infection by computer viruses or other malicious software code or unauthorized access to the fund’s digital information systems, networks or devices through “hacking” or other means, in each case for the purpose of misappropriating assets or sensitive information (including, for example, personal shareholder information), corrupting data or causing operational disruption or failures in the physical infrastructure or operating systems that support the fund. Cybersecurity risks also include the risk of losses of service resulting from external attacks that do not require unauthorized access to the fund’s systems, networks or devices. For example, denial-of-service attacks on the investment adviser’s or an affiliate’s website could effectively render the fund’s network services unavailable to fund shareholders and other intended end-users. Any such cybersecurity breaches or losses of service may cause the fund to lose proprietary information, suffer data corruption or lose operational capacity, which, in turn, could cause the fund to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures and/or financial loss. While the fund and its investment adviser have established business continuity plans and risk management systems designed to prevent or reduce the impact of cybersecurity attacks, there are inherent limitations in such plans and systems due in part to the ever-changing nature of technology and cybersecurity attack tactics, and there is a possibility that certain risks have not been adequately identified or prepared for.

In addition, cybersecurity failures by or breaches of the fund’s third-party service providers (including, but not limited to, the fund’s investment adviser, transfer agent, custodian, administrators and other financial intermediaries) may disrupt the business operations of the service providers and of the fund, potentially resulting in financial losses, the inability of fund shareholders to transact business with the fund and of the fund to process transactions, the inability of the fund to calculate its net asset value, violations of applicable privacy and other laws, rules and regulations, regulatory fines, penalties, reputational damage, reimbursement or other compensatory costs and/or additional compliance costs associated with implementation of any corrective measures. The fund and its shareholders could be negatively impacted as a result of any such cybersecurity breaches, and there can be no assurance that the fund will not suffer losses relating to cybersecurity attacks or other informational security breaches affecting the fund’s third-party service providers in the future, particularly as the fund cannot control any cybersecurity plans or systems implemented by such service providers.

Cybersecurity risks may also impact issuers of securities in which the fund invests, which may cause the fund’s investments in such issuers to lose value.

Capital Group Central Cash Fund — Page 6


 
 

 

Fund policies

All percentage limitations in the following fund policies are considered at the time securities are purchased and are based on the fund’s net assets unless otherwise indicated. None of the following policies involving a maximum percentage of assets will be considered violated unless the excess occurs immediately after, and is caused by, an acquisition by the fund. In managing the fund, the fund’s investment adviser may apply more restrictive policies than those listed below.

Fundamental policies — The fund has adopted the following policies, which may not be changed without approval by holders of a majority of its outstanding shares. Such majority is currently defined in the Investment Company Act of 1940, as amended, as the vote of the lesser of (a) 67% or more of the voting securities present at a shareholder meeting, if the holders of more than 50% of the outstanding voting securities are present in person or by proxy, or (b) more than 50% of the outstanding voting securities.

1. Except as permitted by (i) the 1940 Act and the rules and regulations thereunder, or other successor law governing the regulation of registered investment companies, or interpretations or modifications thereof by the U.S. Securities and Exchange Commission (“SEC”), SEC staff or other authority of competent jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority of competent jurisdiction, the fund may not:

a. Borrow money;

b. Issue senior securities;

c. Underwrite the securities of other issuers;

d. Purchase or sell real estate or commodities;

e. Make loans; or

f.  Purchase the securities of any issuer if, as a result of such purchase, the fund’s investments would be concentrated in any particular industry, except that the fund may invest without limitation in U.S. government securities and certain bank instruments issued by domestic banks.

2. The fund may not invest in companies for the purpose of exercising control or management.

Nonfundamental policies — The following policies may be changed by the board of trustees without shareholder approval:

1. The fund may not invest in securities of other investment companies, except as permitted by the 1940 Act.

2. The fund may not acquire securities of open-end investment companies or unit investment trusts registered under the 1940 Act in reliance on Sections 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

Capital Group Central Cash Fund — Page 7


 
 

 

Additional information about fundamental policies — The information below is not part of the fund’s fundamental policies. This information is intended to provide a summary of what is currently required or permitted by the 1940 Act and the rules and regulations thereunder, or by the interpretive guidance thereof by the SEC or SEC staff, for particular fundamental policies of the fund. Information is also provided regarding the fund’s current intention with respect to certain investment practices permitted by the 1940 Act.

For purposes of fundamental policy 1a, the fund may borrow money in amounts of up to 33-1/3% of its total assets from banks for any purpose. Additionally, the fund may borrow up to 5% of its total assets from banks or other lenders for temporary purposes (a loan is presumed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed). The percentage limitations in this policy are considered at the time of borrowing and thereafter.

For purposes of fundamental policy 1b, a senior security does not include any promissory note or evidence of indebtedness if such loan is for temporary purposes only and in an amount not exceeding 5% of the value of the total assets of the fund at the time the loan is made (a loan is presumed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed). Further, to the extent the fund covers its commitments under certain types of agreements and transactions, including sale-buybacks, when-issued, delayed-delivery, or forward commitment transactions, and other similar trading practices, by segregating or earmarking liquid assets equal in value to the amount of the fund’s commitment, such agreement or transaction will not be considered a senior security by the fund.

For purposes of fundamental policy 1c, the policy will not apply to the fund to the extent the fund may be deemed an underwriter within the meaning of the 1933 Act in connection with the purchase and sale of fund portfolio securities in the ordinary course of pursuing its investment objectives and strategies.

For purposes of fundamental policy 1e, the fund may not lend more than 33-1/3% of its total assets, provided that this limitation shall not apply to the fund’s purchase of debt obligations, money market instruments and repurchase agreements.

For purposes of fundamental policy 1f, the fund may not invest more than 25% of its total assets in the securities of issuers in a particular industry. This policy does not apply to investments in securities of the United States government, its agencies or instrumentalities, government sponsored enterprises and obligations of domestic banks (e.g., certificates of deposit, interest bearing time deposits, bank notes and banker’s acceptances), or repurchase agreements with respect thereto. Bank instruments for the purposes of fundamental policy 1f include certain instruments issued by: (i) domestic banks (ii) United States branches of foreign banks subject to the same regulation as United States banks; and (iii) foreign branches of domestic banks whose domestic parent is unconditionally liable in the event that the foreign branch failed to pay on its instruments for any reason. The fund invests in such obligations using the investment criteria of, and in compliance with, Rule 2(a)(7) under the 1940 Act. In evaluating and selecting such investments, the investment adviser, on behalf of the fund, uses the criteria set forth under the headings “Certain investment limitations and guidelines” and “Description of certain securities and investment techniques” in this Part B of the fund’s registration statement.

Capital Group Central Cash Fund — Page 8


 
 

 

Management of the fund

Board of trustees and officers

Independent trustees 1

The fund’s nominating and governance committee and board select independent trustees with a view toward constituting a board that, as a body, possesses the qualifications, skills, attributes and experience to appropriately oversee the actions of the fund’s service providers, decide upon matters of general policy and represent the long-term interests of fund shareholders. In doing so, they consider the qualifications, skills, attributes and experience of the current board members, with a view toward maintaining a board that is diverse in viewpoint, experience, education and skills.

The fund seeks independent trustees who have high ethical standards and the highest levels of integrity and commitment, who have inquiring and independent minds, mature judgment, good communication skills, and other complementary personal qualifications and skills that enable them to function effectively in the context of the fund’s board and committee structure and who have the ability and willingness to dedicate sufficient time to effectively fulfill their duties and responsibilities.

Each independent trustee has a significant record of accomplishments in governance, business, not-for-profit organizations, government service, academia, law, accounting or other professions. Although no single list could identify all experience upon which the fund’s independent trustees draw in connection with their service, the following table summarizes key experience for each independent trustee. These references to the qualifications, attributes and skills of the trustees are pursuant to the disclosure requirements of the SEC, and shall not be deemed to impose any greater responsibility or liability on any trustee or the board as a whole. Notwithstanding the accomplishments listed below, none of the independent trustees is considered an “expert” within the meaning of the federal securities laws with respect to information in the fund’s registration statement.

Capital Group Central Cash Fund — Page 9


 
 

 

 

         
Name, year of birth and position with fund (year first elected as a trustee 2 ) Principal
occupation(s)
during the
past five years
Number of
portfolios
in fund
complex
overseen
by trustee
Other directorships 3 held by trustee
during the
past five years
Other relevant experience
William H. Baribault, 1945
Trustee (2018)
CEO and President, Richard Nixon Foundation; Chairman of the Board and CEO, Oakwood Enterprises (private investment and consulting) 81 General Finance Corporation

·  Service as chief executive officer for multiple companies

·  Corporate board experience

·  Service on advisory and trustee boards for charitable, educational and nonprofit organizations

James G. Ellis, 1947
Trustee (2018)
Dean and Professor of Marketing, Marshall School of Business, University of Southern California 91

Mercury General Corporation

Former director of Quiksilver, Inc. (until 2014)

·  Service as chief executive officer for multiple companies

·  Corporate board experience

·  Service on advisory and trustee boards for charitable, municipal and nonprofit organizations

·  MBA

Nariman Farvardin, 1956
Trustee (2018)
President, Stevens Institute of Technology 78 Former director of JPMorgan Value Opportunities Fund, Inc. (until 2014)

·  Senior management experience, educational institution

·  Corporate board experience

·  Professor, electrical and computer engineering

·  Service on advisory boards and councils for educational, nonprofit and governmental organizations

·  MS, PhD, electrical engineering

Capital Group Central Cash Fund — Page 10


 
 

 

         
Name, year of birth and position with fund (year first elected as a trustee 2 ) Principal
occupation(s)
during the
past five years
Number of
portfolios
in fund
complex
overseen
by trustee
Other directorships 3 held by trustee
during the
past five years
Other relevant experience
Mary Davis Holt, 1950
Trustee (2018)
Principal, Mary Davis Holt Enterprises, LLC (leadership development consulting); former Partner, Flynn Heath Holt Leadership, LLC (leadership consulting); former COO, Time Life Inc. (1993–2003) 78 None

·  Service as chief operations officer, global media company

·  Senior corporate management experience

·  Corporate board experience

·  Service on advisory and trustee boards for educational, business and nonprofit organizations

·  MBA

R. Clark Hooper, 1946
Trustee (2018)
Private investor 81 Former director of JPMorgan Value Opportunities Fund, Inc. (until 2014); The Swiss Helvetia Fund, Inc. (until 2016)

·  Senior regulatory and management experience, National Association of Securities Dealers (now FINRA)

·  Service on trustee boards for charitable, educational and nonprofit organizations

Merit E. Janow, 1958
Trustee (2018)
Dean and Professor, Columbia University, School of International and Public Affairs 80

Mastercard Incorporated; Trimble Inc.

Former director of The NASDAQ Stock Market LLC (until 2016)

·  Service with Office of the U.S. Trade Representative and U.S. Department of Justice

·  Corporate board experience

·  Service on advisory and trustee boards for charitable, educational and nonprofit organizations

·  Experience as corporate lawyer

·  JD

Capital Group Central Cash Fund — Page 11


 
 

 

         
Name, year of birth and position with fund (year first elected as a trustee 2 ) Principal
occupation(s)
during the
past five years
Number of
portfolios
in fund
complex
overseen
by trustee
Other directorships 3 held by trustee
during the
past five years
Other relevant experience
Laurel B. Mitchell, PhD, 1955
Trustee (2018)
Chair, California Jump$tart Coalition for Personal Financial Literacy; Part-time faculty, Pomona College; Professor Emerita, University of Redlands; former Distinguished Professor of Accounting, University of Redlands; former Director, Accounting Program, University of Redlands 78 None

·  Professor at multiple universities

·  Service in the Office of Chief Accountant and Enforcement Division of the U.S. Securities and Exchange Commission

·  Experience in corporate management and public accounting

·  Service on advisory and trustee boards for charitable, educational and nonprofit organizations

·  PhD, accounting

·  Formerly licensed as a CPA

Margaret Spellings, 1957
Chairman of the Board (Independent and Non-Executive) (2018)
President, The University of North Carolina; former President, George W. Bush Foundation 82 Former director of ClubCorp Holdings, Inc. (until 2017)

·  Former U.S. Secretary of Education, U.S. Department of Education

·  Former Assistant to the President for Domestic Policy, The White House

·  Former senior advisor to the Governor of Texas

·  Service on advisory and trustee boards for charitable and nonprofit organizations

Alexandra Trower, 1964
Trustee (2018)
Executive Vice President, Global Communications and Corporate Officer, The Estée Lauder Companies 77 None

·  Service on trustee boards for charitable and nonprofit organizations

·  Senior corporate management experience

·  Branding

Capital Group Central Cash Fund — Page 12


 
 

 

Interested trustee(s) 4,5

Interested trustees have similar qualifications, skills and attributes as the independent trustees. Interested trustees are senior executive officers and/or directors of Capital Research and Management Company or its affiliates. Such management roles with the fund’s service providers also permit the interested trustees to make a significant contribution to the fund’s board.

       
Name, year of birth
and position with fund
(year first elected
as a trustee/officer 2 )
Principal occupation(s)
during the
past five years
and positions
held with affiliated
entities or the
Distributor
of the fund
Number of
portfolios
in fund
complex
overseen
by trustee
Other directorships 3
held by trustee
during the
past five years
Michael C. Gitlin, 1970
Trustee (2018)
Partner – Capital Fixed Income Investors, Capital Research and Management Company; Director, The Capital Group Companies, Inc.*; served as Head of Fixed Income at a large investment management firm prior to joining Capital Research and Management Company in 2015 77 None
Karl J. Zeile, 1966
Trustee (2018)
Partner – Capital Fixed Income Investors, Capital Research and Management Company; Director, The Capital Group Companies, Inc.* 19 None

Capital Group Central Cash Fund — Page 13


 
 

 

Other officers 5

   
 
Name, year of birth
and position with fund
(year first elected
as an officer 2 )
Principal occupation(s) during the past five years
and positions held with affiliated entities
or the Distributor of the fund
 
Steven D. Lotwin, 1969
President (2018)
Partner – Capital Fixed Income Investors, Capital Research and Management Company
Kristine M. Nishiyama, 1970
Executive Vice President (2018)
Senior Vice President and Senior Counsel – Fund Business Management Group, Capital Research and Management Company; Chair, Senior Vice President, General Counsel and Director, Capital Bank and Trust Company*
Karen F. Hall, 1965
Vice President (2018)
Vice President – Fixed Income Securities Trading Unit, Capital Research and Management Company
 
Miguel E. Tapia, Jr., 1977
Vice President (2018)
Vice President – Fixed Income Securities Trading Unit, Capital Research and Management Company
 
Steven I. Koszalka, 1964
Secretary (2018)
Vice President – Fund Business Management Group, Capital Research and Management Company
Brian C. Janssen, 1972
Treasurer (2018)
Vice President – Investment Operations, Capital Research and Management Company
Jane Y. Chung, 1974
Assistant Secretary (2018)
Associate – Fund Business Management Group, Capital Research and Management Company
Dori Laskin, 1951
Assistant Treasurer (2018)
Vice President – Investment Operations, Capital Research and Management Company
Gregory F. Niland, 1971
Assistant Treasurer (2018)
Vice President - Investment Operations, Capital Research and Management Company

* Company affiliated with Capital Research and Management Company.

1  The term independent trustee refers to a trustee who is not an “interested person” of the fund within the meaning of the 1940 Act.

Trustees and officers of the fund serve until their resignation, removal or retirement.

3  This includes all directorships/trusteeships (other than those in the American Funds or other funds managed by Capital Research and Management Company or its affiliates) that are held by each trustee as a director/trustee of a public company or a registered investment company. Unless otherwise noted, all directorships/trusteeships are current.

4  The term interested trustee refers to a trustee who is an “interested person” of the fund within the meaning of the 1940 Act, on the basis of his or her affiliation with the fund’s investment adviser, Capital Research and Management Company, or affiliated entities (including the fund’s distributor).

5  All of the trustees and/or officers listed are officers and/or directors/trustees of one or more of the other funds for which Capital Research and Management Company serves as investment adviser.

The address for all trustees and officers of the fund is 333 South Hope Street, 55th Floor, Los Angeles, California 90071, Attention: Secretary.

Capital Group Central Cash Fund — Page 14


 
 

 

Fund shares owned by trustees as of December 31, 2018:

         
Name Dollar range 1,3
of fund
shares owned
Aggregate
dollar range 1
of shares
owned in
all funds
in the
American Funds
family overseen
by trustee
Dollar
range 1,2 of
independent
trustees
deferred compensation 4 allocated
to fund
Aggregate
dollar
range 1,2 of
independent
trustees
deferred
compensation 4 allocated to
all funds
within
American Funds
family overseen
by trustee
Independent trustees
William H. Baribault None $50,001 – $100,000 N/A Over $100,000
James G. Ellis None Over $100,000 N/A N/A
Nariman Farvardin None Over $100,000 N/A Over $100,000
Mary Davis Holt None Over $100,000 N/A N/A
R. Clark Hooper None Over $100,000 N/A Over $100,000
Merit E. Janow None Over $100,000 N/A N/A
Laurel B. Mitchell None Over $100,000 N/A Over $100,000
Margaret Spellings None Over $100,000 N/A Over $100,000
Alexandra Trower None Over $100,000 N/A Over $100,000
     
Name Dollar range 1,3
of fund
shares owned
Aggregate
dollar range 1
of shares
owned in
all funds
in the
American Funds
family overseen
by trustee
 
Interested trustees
Michael C. Gitlin None Over $100,000
Karl J. Zeile None Over $100,000

1  Ownership disclosure is made using the following ranges: None; $1 – $10,000; $10,001 – $50,000; $50,001 – $100,000; and Over $100,000. The amounts listed for interested trustees include shares owned through The Capital Group Companies, Inc. retirement plan and 401(k) plan.

2  N/A indicates that the listed individual, as of December 31, 2018, was not a trustee of a particular fund, did not allocate deferred compensation to the fund or did not participate in the deferred compensation plan.

3  Shares of the fund are generally only available for purchase by the fund’s investment adviser and its affiliates and other funds and investment vehicles and accounts managed by the fund’s investment adviser and its affiliates.

4  Eligible trustees may defer their compensation under a nonqualified deferred compensation plan. Amounts deferred by the trustee accumulate at an earnings rate determined by the total return of the fund.

Capital Group Central Cash Fund — Page 15


 
 

 

Trustee compensation — No compensation is paid by the fund to any officer or trustee who is a director, officer or employee of the investment adviser or its affiliates. Except for the independent trustees listed in the “Board of trustees and officers — Independent trustees” table under the “Management of the fund” section in this Part B of the fund’s registration statement, all other officers and trustees of the fund are directors, officers or employees of the investment adviser or its affiliates. The boards of funds advised by the investment adviser typically meet either individually or jointly with the boards of one or more other such funds with substantially overlapping board membership (in each case referred to as a “board cluster”).

In addition, the fund generally pays independent trustees attendance and other fees for meetings of the board and its committees. Board and committee chairs receive additional fees for their services.

Independent trustees also receive attendance fees for certain special joint meetings and information sessions with directors and trustees of other groupings of funds advised by the investment adviser. The fund and the other funds served by each independent trustee each pay an equal portion of these attendance fees.

No pension or retirement benefits are accrued as part of fund expenses. Independent trustees may elect, on a voluntary basis, to defer all or a portion of their fees through a deferred compensation plan in effect for the fund. The fund also reimburses certain expenses of the independent trustees.

Capital Group Central Cash Fund — Page 16


 
 

 

Trustee compensation earned during the fiscal year ended October 31, 2018:

     
Name Aggregate compensation
(including voluntarily
deferred compensation 1 )
from the fund
Total compensation (including
voluntarily deferred
compensation 1 )
from all funds managed by
Capital Research and
Management
Company or its affiliates
William H. Baribault N/A $389,625
James G. Ellis N/A 396,125
Nariman Farvardin N/A 296,775
Leonard R. Fuller
(retired December 31, 2018)
N/A 384,250
Mary Davis Holt N/A 332,775
R. Clark Hooper N/A 466,331
Merit E. Janow N/A 366,250
Laurel B. Mitchell N/A 302,750
Frank M. Sanchez
(retired December 31, 2018)
N/A 291,750
Margaret Spellings N/A 440,781
Alexandra Trower N/A 218,625

Amounts may be deferred by eligible trustees under a nonqualified deferred compensation plan adopted by the fund in 2018. Deferred amounts accumulate at an earnings rate determined by the total return of the fund. Compensation shown in this table for the fiscal year ended October 31, 2018 does not include earnings on amounts deferred in previous fiscal years.

Fund organization and the board of trustees — The fund is a series of, an open-end, diversified management investment company, which was organized as a Delaware statutory trust on January 19, 2018.

Delaware law charges trustees with the duty of managing the business affairs of the trust. Trustees are considered to be fiduciaries of the trust and must act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use to attain the purposes of the trust.

Independent board members are paid certain fees for services rendered to the fund as described above. They may elect to defer all or a portion of these fees through a deferred compensation plan in effect for the fund.

The fund has one share class, the M share class. The trustees have the authority to establish new series and classes of shares, and to split or combine outstanding shares into a greater or lesser number, without shareholder approval.

The fund does not hold annual meetings of shareholders. However, significant matters that require shareholder approval, such as certain elections of board members or a change in a fundamental investment policy, will be presented to shareholders at a meeting called for such purpose. Shareholders have one vote per share owned. At the request of the holders of at least 10% of the shares, the fund will hold a meeting at which any member of the board could be removed by a majority vote.

Capital Group Central Cash Fund — Page 17


 
 

 

The fund’s declaration of trust and by-laws, as well as separate indemnification agreements with independent trustees, provide in effect that, subject to certain conditions, the fund will indemnify its officers and trustees against liabilities or expenses actually and reasonably incurred by them relating to their service to the fund. However, trustees are not protected from liability by reason of their willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their office.

Leadership structure — The board’s chair is currently an independent trustee who is not an “interested person” of the fund within the meaning of the 1940 Act. The board has determined that an independent chair facilitates oversight and enhances the effectiveness of the board. The independent chair’s duties include, without limitation, generally presiding at meetings of the board, approving board meeting schedules and agendas, leading meetings of the independent trustees in executive session, facilitating communication with committee chairs, and serving as the principal independent trustee contact for fund management and counsel to the independent trustees and the fund.

Risk oversight — Day-to-day management of the fund, including risk management, is the responsibility of the fund’s contractual service providers, including the fund’s investment adviser, distributor and transfer agent. Each of these entities is responsible for specific portions of the fund’s operations, including the processes and associated risks relating to the fund’s investments, integrity of cash movements, financial reporting, operations and compliance. The board of trustees oversees the service providers’ discharge of their responsibilities, including the processes they use to manage relevant risks. In that regard, the board receives reports regarding the operations of the fund’s service providers, including risks. For example, the board receives reports from investment professionals regarding risks related to the fund’s investments and trading. The board also receives compliance reports from the fund’s and the investment adviser’s chief compliance officers addressing certain areas of risk.

Committees of the fund’s board, which are comprised of independent board members, none of whom is an “interested person” of the fund within the meaning of the 1940 Act, as well as joint committees of independent board members of funds managed by Capital Research and Management Company, also explore risk management procedures in particular areas and then report back to the full board. For example, the fund’s audit committee oversees the processes and certain attendant risks relating to financial reporting, valuation of fund assets, and related controls. Similarly, a joint review and advisory committee oversees certain risk controls relating to the fund’s transfer agency services.

Not all risks that may affect the fund can be identified or processes and controls developed to eliminate or mitigate their effect. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve the fund’s objectives. As a result of the foregoing and other factors, the ability of the fund’s service providers to eliminate or mitigate risks is subject to limitations.

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Committees of the board of trustees — The fund has an audit committee comprised of William H. Baribault, Mary Davis Holt, Laurel B. Mitchell and Alexandra Trower. The committee provides oversight regarding the fund’s accounting and financial reporting policies and practices, the fund's internal controls and the internal controls of the fund’s principal service providers. The committee acts as a liaison between the fund’s independent registered public accounting firm and the full board of trustees.

The fund has a contracts committee comprised of all of its independent board members. The committee’s principal function is to request, review and consider the information deemed necessary to evaluate the terms of certain agreements between the fund and its investment adviser or the investment adviser’s affiliates, such as the Investment Advisory and Service Agreement and Principal Underwriting Agreement, that the fund may enter into, renew or continue, and to make its recommendations to the full board of trustees on these matters.

The fund has a nominating and governance committee comprised of James G. Ellis, Nariman Farvardin, R. Clark Hooper, Merit E. Janow and Margaret Spellings. The committee periodically reviews such issues as the board’s composition, responsibilities, committees, compensation and other relevant issues, and recommends any appropriate changes to the full board of trustees. The committee also evaluates, selects and nominates independent trustee candidates to the full board of trustees. While the committee normally is able to identify from its own and other resources an ample number of qualified candidates, it will consider shareholder suggestions of persons to be considered as nominees to fill future vacancies on the board. Such suggestions must be sent in writing to the nominating and governance committee of the fund, addressed to the fund’s secretary, and must be accompanied by complete biographical and occupational data on the prospective nominee, along with a written consent of the prospective nominee for consideration of his or her name by the committee.

The independent board members of the fund have oversight responsibility for the fund and certain other funds managed by the investment adviser. As part of their oversight responsibility for these funds, each independent board member sits on one of three fund review committees comprised solely of independent board members. The three committees are divided by portfolio type. Each committee functions independently and is not a decision making body. The purpose of the committees is to assist the board of each fund in the oversight of the investment management services provided by the investment adviser. In addition to regularly monitoring and reviewing investment results, investment activities and strategies used to manage the fund’s assets, the committees also receive reports from the investment adviser’s Principal Investment Officers for the funds, portfolio managers and other investment personnel concerning efforts to achieve the fund’s investment objectives. Each committee reports to the full board of the fund.

Proxy voting procedures and principles — The fund’s investment adviser, in consultation with the fund’s board, has adopted Proxy Voting Procedures and Principles (the “Principles”) with respect to voting proxies of securities held by the fund, other American Funds and American Funds Insurance Series. The complete text of these principles is available on the American Funds website at americanfunds.com. Proxies are voted by a committee of the appropriate equity investment division of the investment adviser under authority delegated by the funds’ boards. The Boards of American Funds have established a Joint Proxy Committee (“JPC”) composed of independent board members from each American Funds board. The JPC’s role is to facilitate appropriate oversight of the proxy voting process and provide valuable input on corporate governance and related matters.

The Principles, which have been in effect in substantially their current form for many years, provide an important framework for analysis and decision-making by all funds. However, they are not exhaustive and do not address all potential issues. The Principles provide a certain amount of flexibility so that all relevant facts and circumstances can be considered in connection with every vote. As a result, each proxy received is voted on a case-by-case basis considering the specific circumstances of each

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proposal. The voting process reflects the funds’ understanding of the company’s business, its management and its relationship with shareholders over time.

The investment adviser seeks to vote all U.S. proxies; however, in certain circumstances it may be impracticable or impossible to do so. Proxies for companies outside the U.S. also are voted, provided there is sufficient time and information available. After a proxy statement is received, the investment adviser prepares a summary of the proposals contained in the proxy statement. A notation of any potential conflicts of interest also is included in the summary (see below for a description of Capital Research and Management Company’s special review procedures).

For proxies of securities managed by a particular equity investment division of the investment adviser, the initial voting recommendation is made by one or more of the division’s investment analysts familiar with the company and industry. A second recommendation is made by a proxy coordinator (an investment analyst or other individual with experience in corporate governance and proxy voting matters) within the appropriate investment division, based on knowledge of these Principles and familiarity with proxy-related issues. The proxy summary and voting recommendations are made available to the appropriate proxy voting committee for a final voting decision. In cases where a fund is co-managed and a security is held by more than one of the investment adviser’s equity investment divisions, the divisions may develop different voting recommendations for individual ballot proposals. If this occurs, and if permitted by local market conventions, the fund’s position will generally be voted proportionally by divisional holding, according to their respective decisions. Otherwise, the outcome will be determined by the equity investment division or divisions with the larger position in the security as of the record date for the shareholder meeting.

In addition to its proprietary proxy voting, governance and executive compensation research, Capital Research and Management Company may utilize research provided by Institutional Shareholder Services, Glass-Lewis & Co. or other third-party advisory firms on a case-by-case basis. It does not, as a policy, follow the voting recommendations provided by these firms. It periodically assesses the information provided by the advisory firms and reports to the JPC, as appropriate.

From time to time the investment adviser may vote proxies issued by, or on proposals sponsored or publicly supported by (a)  a client with substantial assets managed by the investment adviser or its affiliates, (b)  an entity with a significant business relationship with Capital Group, or (c)  a company with a director of an American Fund on its board (each referred to as an “Interested Party”). Other persons or entities may also be deemed an Interested Party if facts or circumstances appear to give rise to a potential conflict. The investment adviser analyzes these proxies and proposals on their merits and does not consider these relationships when casting its vote.

The investment adviser has developed procedures to identify and address instances where a vote could appear to be influenced by such a relationship. Under the procedures, prior to a final vote being cast by the investment adviser, the relevant proxy committees’ voting results for proxies issued by Interested Parties are reviewed by a Special Review Committee (“SRC”) of the investment division voting the proxy if the vote was in favor of the Interested Party.

If a potential conflict is identified according to the procedure above, the SRC will be provided with a summary of any relevant communications with the Interested Party, the rationale for the voting decision, information on the organization’s relationship with the party and any other pertinent information. The SRC will evaluate the information and determine whether the decision was in the best interest of fund shareholders. It will then accept or override the voting decision or determine alternative action. The SRC includes senior investment professionals and legal and compliance professionals.

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Information regarding how the fund voted proxies relating to portfolio securities during the 12-month period ended June 30 of each year will be available on or about September 1 of such year ( a ) without charge, upon request by calling American Funds Service Company at (800) 421-4225, ( b ) on the American Funds website and ( c ) on the SEC’s website at sec.gov.

The following summary sets forth the general positions of American Funds, American Funds Insurance Series and the investment adviser on various proposals. A copy of the full Principles is available upon request, free of charge, by calling American Funds Service Company or visiting the fund’s website.

Director matters — The election of a company’s slate of nominees for director generally is supported. Votes may be withheld for some or all of the nominees if this is determined to be in the best interest of shareholders or if, in the opinion of the investment adviser, such nominee has not fulfilled his or her fiduciary duty. Separation of the chairman and CEO positions also may be supported.

Governance provisions — Typically, proposals to declassify a board (elect all directors annually) are supported based on the belief that this increases the directors’ sense of accountability to shareholders. Proposals for cumulative voting generally are supported in order to promote management and board accountability and an opportunity for leadership change. Proposals designed to make director elections more meaningful, either by requiring a majority vote or by requiring any director receiving more withhold votes than affirmative votes to tender his or her resignation, generally are supported.

Shareholder rights — Proposals to repeal an existing poison pill generally are supported. (There may be certain circumstances, however, when a proxy voting committee of a fund or an investment division of the investment adviser believes that a company needs to maintain anti-takeover protection.) Proposals to eliminate the right of shareholders to act by written consent or to take away a shareholder’s right to call a special meeting typically are not supported.

Compensation and benefit plans — Option plans are complicated, and many factors are considered in evaluating a plan. Each plan is evaluated based on protecting shareholder interests and a knowledge of the company and its management. Considerations include the pricing (or repricing) of options awarded under the plan and the impact of dilution on existing shareholders from past and future equity awards. Compensation packages should be structured to attract, motivate and retain existing employees and qualified directors; however, they should not be excessive.

Routine matters — The ratification of auditors, procedural matters relating to the annual meeting and changes to company name are examples of items considered routine. Such items generally are voted in favor of management’s recommendations unless circumstances indicate otherwise.

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Principal fund shareholders — Capital Research and Management Company, the fund’s investment adviser, owns 100% of the fund. Once the fund is offered to the other funds and investment vehicles and accounts managed by the investment adviser or its affiliates, Capital Research and Management Company is expected to own less than 1% of the fund.

As of February 1, 2019, the officers and trustees of the fund, as a group, owned beneficially or of record less than 1% of the outstanding shares of the fund.

Investment adviser — Capital Research and Management Company, the fund’s investment adviser, founded in 1931, maintains research facilities in the United States and abroad (Beijing, Geneva, Hong Kong, London, Los Angeles, Mumbai, New York, San Francisco, Singapore, Tokyo and Washington, D.C.). These facilities are staffed with experienced investment professionals. The investment adviser is located at 333 South Hope Street, Los Angeles, CA 90071. It is a wholly owned subsidiary of The Capital Group Companies, Inc., a holding company for several investment management subsidiaries. Capital Research and Management Company manages equity assets through three equity investment divisions and fixed-income assets through its fixed-income investment division, Capital Fixed Income Investors. The three equity investment divisions — Capital World Investors, Capital Research Global Investors and Capital International Investors — make investment decisions independently of one another. Portfolio managers in Capital International Investors rely on a research team that also provides investment services to institutional clients and other accounts advised by affiliates of Capital Research and Management Company. The investment adviser, which is deemed under the Commodity Exchange Act (the “CEA”) to be the operator of the fund, has claimed an exclusion from the definition of the term commodity pool operator under the CEA with respect to the fund and, therefore, is not subject to registration or regulation as such under the CEA with respect to the fund.

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Investment Advisory and Service Agreement — The Investment Advisory and Service Agreement (the “Agreement”) between the fund and the investment adviser will continue in effect until April 30, 2020, unless sooner terminated, and may be renewed from year to year thereafter, provided that any such renewal has been specifically approved at least annually by ( a ) the board of trustees, or by the vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the fund, and ( b ) the vote of a majority of trustees who are not parties to the Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. The Agreement provides that the investment adviser has no liability to the fund for its acts or omissions in the performance of its obligations to the fund not involving willful misconduct, bad faith, gross negligence or reckless disregard of its obligations under the Agreement. The Agreement also provides that either party has the right to terminate it, without penalty, upon 60 days’ written notice to the other party, and that the Agreement automatically terminates in the event of its assignment (as defined in the 1940 Act). In addition, the Agreement provides that the investment adviser may delegate all, or a portion of, its investment management responsibilities to one or more subsidiary advisers approved by the fund’s board, pursuant to an agreement between the investment adviser and such subsidiary. Any such subsidiary adviser will be paid solely by the investment adviser out of its fees.

In addition to providing investment advisory services, the investment adviser furnishes the services and pays the compensation and travel expenses of persons to perform the fund’s executive, administrative, clerical and bookkeeping functions, and provides suitable office space, necessary small office equipment and utilities, general purpose accounting forms, supplies and postage used at the fund’s offices. The fund pays all expenses not assumed by the investment adviser, including, but not limited to: custodian, stock transfer and dividend disbursing fees and expenses; shareholder recordkeeping; costs of the designing, printing and mailing of reports, registration statements, proxy statements and notices to its shareholders; taxes; expenses of the issuance and redemption of fund shares (including stock certificates, registration and qualification fees and expenses); legal and auditing expenses; compensation, fees and expenses paid to independent trustees; association dues; costs of stationery and forms prepared exclusively for the fund; and costs of assembling and storing shareholder account data.

Under the Agreement, the fund does not pay any management fee to the investment adviser.

Distributor — American Funds Distributors, Inc. (the “Distributor”) is the distributor of the fund’s shares. The Distributor is located at 333 South Hope Street, Los Angeles, CA 90071; 6455 Irvine Center Drive, Irvine, CA 92618; 3500 Wiseman Boulevard, San Antonio, TX 78251; and 12811 North Meridian Street, Carmel, IN 46032.

The Distributor receives no compensation from the fund.

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Execution of portfolio transactions

The investment adviser places orders with broker-dealers for the fund’s portfolio transactions. Purchases and sales of equity securities on a securities exchange or an over-the-counter market are effected through broker-dealers who receive commissions for their services. Generally, commissions relating to securities traded on foreign exchanges will be higher than commissions relating to securities traded on U.S. exchanges and may not be subject to negotiation. Equity securities may also be purchased from underwriters at prices that include underwriting fees. Purchases and sales of fixed-income securities are generally made with an issuer or a primary market maker acting as principal with no stated brokerage commission. The price paid to an underwriter for fixed-income securities includes underwriting fees. Prices for fixed-income securities in secondary trades usually include undisclosed compensation to the market maker reflecting the spread between the bid and ask prices for the securities.

In selecting broker-dealers, the investment adviser strives to obtain “best execution” (the most favorable total price reasonably attainable under the circumstances) for the fund’s portfolio transactions, taking into account a variety of factors. These factors include the size and type of transaction, the nature and character of the markets for the security to be purchased or sold, the cost, quality, likely speed and reliability of execution and settlement, the broker-dealer’s or execution venue’s ability to offer liquidity and anonymity and the potential for minimizing market impact. The investment adviser considers these factors, which involve qualitative judgments, when selecting broker-dealers and execution venues for fund portfolio transactions. The investment adviser views best execution as a process that should be evaluated over time as part of an overall relationship with particular broker-dealer firms. The investment adviser and its affiliates negotiate commission rates with broker-dealers based on what they believe is reasonably necessary to obtain best execution. They seek, on an ongoing basis, to determine what the reasonable levels of commission rates for execution services are in the marketplace, taking various considerations into account, including the extent to which a broker-dealer has put its own capital at risk, historical commission rates, and commission rates that other institutional investors are paying. The fund does not consider the investment adviser as having an obligation to obtain the lowest commission rate available for a portfolio transaction to the exclusion of price, service and qualitative considerations. Brokerage commissions are only a small part of total execution costs and other factors, such as market impact and speed of execution, contribute significantly to overall transaction costs.

The investment adviser may execute portfolio transactions with broker-dealers who provide certain brokerage and/or investment research services to it but only when in the investment adviser’s judgment the broker-dealer is capable of providing best execution for that transaction. The investment adviser makes decisions for procurement of research separately and distinctly from decisions on the choice of brokerage and execution services. The receipt of these research services permits the investment adviser to supplement its own research and analysis and makes available the views of, and information from, individuals and the research staffs of other firms. Such views and information may be provided in the form of written reports, telephone contacts and meetings with securities analysts. These services may include, among other things, reports and other communications with respect to individual companies, industries, countries and regions, economic, political and legal developments, as well as scheduling meetings with corporate executives and seminars and conferences related to relevant subject matters. Research services that the investment adviser receives from broker-dealers may be used by the investment adviser in servicing the fund and other funds and accounts that it advises; however, not all such services will necessarily benefit the fund.

As of January 1, 2019, the investment adviser has undertaken to bear the cost of all third-party investment research services for all client accounts it advises. However, in order to compensate certain U.S. broker-dealers for research consumed, and valued, by the investment adviser’s investment professionals, the investment adviser continues to operate a limited commission sharing arrangement with commissions on equity trades for certain registered investment companies it advises. The

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investment adviser voluntarily reimburses such registered investment companies for all amounts collected into the commission sharing arrangement. In order to operate the commission sharing arrangement, the investment adviser may cause such registered investment companies to pay commissions in excess of what other broker-dealers might have charged for certain portfolio transactions in recognition of brokerage and/or investment research services. In this regard, the investment adviser has adopted a brokerage allocation procedure consistent with the requirements of Section 28(e) of the U.S. Securities Exchange Act of 1934. Section 28(e) permits the investment adviser and its affiliates to cause an account to pay a higher commission to a broker-dealer to compensate the broker-dealer or another service provider for certain brokerage and/or investment research services provided to the investment adviser and its affiliates, if the investment adviser and each affiliate makes a good faith determination that such commissions are reasonable in relation to the value of the services provided by such broker-dealer to the investment adviser and its affiliates in terms of that particular transaction or the investment adviser’s overall responsibility to the fund and other accounts that it advises. Certain brokerage and/or investment research services may not necessarily benefit all accounts paying commissions to each such broker-dealer; therefore, the investment adviser and its affiliates assess the reasonableness of commissions in light of the total brokerage and investment research services provided to the investment adviser and its affiliates. Further, investment research services may be used by all investment associates of the investment adviser and its affiliates, regardless of whether they advise accounts with trading activity that generates eligible commissions.

In accordance with their internal brokerage allocation procedure, the investment adviser and its affiliates periodically assess the brokerage and investment research services provided by each broker-dealer and each other service provider from which they receive such services. As part of its ongoing relationships, the investment adviser and its affiliates routinely meet with firms to discuss the level and quality of the brokerage and research services provided, as well as the value and cost of such services. In valuing the brokerage and investment research services the investment adviser and its affiliates receive from broker-dealers and other research providers in connection with its good faith determination of reasonableness, the investment adviser and its affiliates take various factors into consideration, including the quantity, quality and usefulness of the services to the investment adviser and its affiliates. Based on this information and applying their judgment, the investment adviser and its affiliates set an annual research budget.

Research analysts and portfolio managers periodically participate in a research poll to determine the usefulness and value of the research provided by individual broker-dealers and research providers. Based on the results of this research poll, the investment adviser and its affiliates may, through commission sharing arrangements with certain broker-dealers, direct a portion of commissions paid to a broker-dealer by the funds and other registered investment companies managed by the investment adviser or its affiliates to be used to compensate the broker-dealer and/or other research providers for research services they provide. While the investment adviser and its affiliates may negotiate commission rates and enter into commission sharing arrangements with certain broker-dealers with the expectation that such broker-dealers will be providing brokerage and research services, none of the investment adviser, any of its affiliates or any of their clients incurs any obligation to any broker-dealer to pay for research by generating trading commissions. The investment adviser and its affiliates negotiate prices for certain research that may be paid through commission sharing arrangements or by themselves with cash.

When executing portfolio transactions in the same equity security for the funds and accounts, or portions of funds and accounts, over which the investment adviser, through its equity investment divisions, has investment discretion, each investment division within the adviser and its affiliates normally aggregates its respective purchases or sales and executes them as part of the same transaction or series of transactions. When executing portfolio transactions in the same fixed-income security for the fund and the other funds or accounts over which it or one of its affiliated companies has investment discretion, the investment adviser normally aggregates such purchases or sales and executes them as part of the same transaction or series of transactions. The objective of aggregating

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purchases and sales of a security is to allocate executions in an equitable manner among the funds and other accounts that have concurrently authorized a transaction in such security.

The investment adviser currently owns an interest in IEX Group and Luminex Trading and Analytics. The investment adviser may place orders on these or other exchanges or alternative trading systems in which it, or one of its affiliates, has an ownership interest, provided such ownership interest is less than five percent of the total ownership interests in the entity. The investment adviser is subject to the same best execution obligations when trading on any such exchange or alternative trading system.

Purchase and sale transactions may be effected directly among and between certain funds or accounts advised by the investment adviser or its affiliates, including the fund. The investment adviser maintains cross-trade policies and procedures and places a cross-trade only when such a trade is in the best interest of all participating clients and is not prohibited by the participating funds’ or accounts’ investment management agreement or applicable law.

The investment adviser may place orders for the fund’s portfolio transactions with broker-dealers who have sold shares of the funds managed by the investment adviser or its affiliated companies; however, it does not consider whether a broker-dealer has sold shares of the funds managed by the investment adviser or its affiliated companies when placing any such orders for the fund’s portfolio transactions.

The fund is required to disclose information regarding investments in the securities of its “regular” broker-dealers (or parent companies of its regular broker-dealers) that derive more than 15% of their revenue from broker-dealer, underwriter or investment adviser activities. A regular broker-dealer is ( a ) one of the 10 broker-dealers that received from the fund the largest amount of brokerage commissions by participating, directly or indirectly, in the fund’s portfolio transactions during the fund’s most recently completed fiscal year; ( b ) one of the 10 broker-dealers that engaged as principal in the largest dollar amount of portfolio transactions of the fund during the fund’s most recently completed fiscal year; or ( c ) one of the 10 broker-dealers that sold the largest amount of securities of the fund during the fund’s most recently completed fiscal year.

At the end of the fund's most recently completed fiscal year, the fund did not have investments in securities of any of its regular broker-dealers.

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Disclosure of portfolio holdings

The fund’s investment adviser, on behalf of the fund, has adopted policies and procedures with respect to the disclosure of information about fund portfolio securities. These policies and procedures have been reviewed by the fund’s board of trustees and compliance will be periodically assessed by the board in connection with reporting from the fund’s Chief Compliance Officer.

Under rule 2a-7 of the 1940 Act, the fund’s complete list of portfolio holdings, dated as of the end of each month, must be posted on the fund’s website within five business days after the end of the applicable month. Under the fund’s policies and procedures, such portfolio holdings information may then be disclosed to any person pursuant to an ongoing arrangement to disclose portfolio holdings information to such person no earlier than one day after the day on which the information is posted on the fund’s website. The fund’s custodian, outside counsel and auditor, each of which requires portfolio holdings information for legitimate business and fund oversight purposes, may receive the information earlier. See the “General information” section in this Part B of the fund’s registration statement for further information about the fund’s custodian, outside counsel and auditor.

Certain intermediaries are provided additional information about the fund’s management team, including information on the fund’s portfolio securities they have selected. This information is provided to larger intermediaries that require the information to make the fund available for investment on the firm’s platform. Intermediaries receiving the information are required to keep it confidential and use it only to perform analysis on the fund.

Affiliated persons of the fund, including officers of the fund and employees of the investment adviser and its affiliates, who receive portfolio holdings information are subject to restrictions and limitations on the use and handling of such information pursuant to applicable codes of ethics, including requirements not to trade in securities based on confidential and proprietary investment information, to maintain the confidentiality of such information, and to preclear securities trades and report securities transactions activity, as applicable. For more information on these restrictions and limitations, please see the “Code of Ethics” section in this Part B of the fund’s registration statement and the Code of Ethics. Third-party service providers of the fund, and other entities as described in this Part B of the fund’s registration statement, receiving such information are subject to confidentiality obligations. When portfolio holdings information is disclosed other than through the fund’s website to persons not affiliated with the fund (which, as described above, would typically occur no earlier than one day after the day on which the information is posted on the fund’s website), such persons will be bound by agreements (including confidentiality agreements) or fiduciary obligations that restrict and limit their use of the information to legitimate business uses only. None of the fund nor its investment adviser or any of their affiliates receives compensation or other consideration in connection with the disclosure of information about portfolio securities.

Subject to board policies, the authority to disclose the fund’s portfolio holdings, and to establish policies with respect to such disclosure, resides with the appropriate investment-related committees of the fund’s investment adviser. In exercising their authority, the committees determine whether disclosure of information about the fund’s portfolio securities is appropriate and in the best interest of fund shareholders. The investment adviser has implemented policies and procedures to address conflicts of interest that may arise from the disclosure of fund holdings. For example, the investment adviser’s code of ethics specifically requires, among other things, the safeguarding of information about fund holdings and contains prohibitions designed to prevent the personal use of confidential, proprietary investment information in a way that would conflict with fund transactions. In addition, the investment adviser believes that its current policy of not selling portfolio holdings information and not disclosing such information to unaffiliated third parties until such holdings have been made public on the fund’s website (other than to certain fund service providers for legitimate business and fund oversight purposes) helps reduce potential conflicts of interest between fund shareholders and the investment adviser and its affiliates.

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Price of shares

Shares are purchased at the offering price or sold at the net asset value price next determined after the purchase or sell order is received by the fund or the Transfer Agent provided that your request contains all information and legal documentation necessary to process the transaction. The Transfer Agent may accept written orders for the sale of fund shares on a future date. These orders are subject to the Transfer Agent’s policies, which generally allow shareholders to provide a written request to sell shares at the net asset value on a specified date no more than five business days after receipt of the order by the Transfer Agent. Any request to sell shares on a future date will be rejected if the request is not in writing, if the requested transaction date is more than five business days after the Transfer Agent receives the request or if the request does not contain all information and legal documentation necessary to process the transaction.

The price you pay for shares, the offering price, is based on the net asset value per share which is calculated once daily as of approximately 4 p.m. New York time, which is the normal close of trading on the New York Stock Exchange, each day the New York Stock Exchange is open. If, for example, the New York Stock Exchange closes at 1 p.m. New York time, the fund’s share price would still be determined as of 4 p.m. New York time. In such example, portfolio securities traded on the New York Stock Exchange would be valued at their closing prices unless the investment adviser determines that a fair value adjustment is appropriate due to subsequent events. The New York Stock Exchange is currently closed on weekends and on the following holidays: New Year’s Day, Martin Luther King Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas Day. The fund may also calculate its share price on days the New York Stock Exchange is closed when deemed prudent to do so by the fund’s officers.

As an institutional prime money market fund, the fund’s initial net asset value of $100.00 is calculated to two decimal places. The fund’s net asset value will vary as a result of changes in the value of the securities in which the fund invests. In accordance with applicable rules and regulations relating to money market funds, the fund must maintain a dollar-weighted average portfolio maturity of 60 days or less, maintain a dollar-weighted average life of its portfolio of 120 days or less, purchase only instruments having remaining maturities of 397 days or less, and invest only in securities determined by the board of trustees to be of high quality with minimal credit risks. The fund follows standard industry practice by typically reflecting changes in its holdings of portfolio securities on the first business day following a portfolio trade.

All securities, including short-term securities, are generally valued at prices obtained from one or more pricing vendors. The pricing vendors base prices on, among other things, benchmark yields, transactions, bids, offers, quotations from dealers and trading systems, new issues, underlying equity of the issuer, interest rate volatilities, spreads and other relationships observed in the markets among comparable securities and proprietary pricing models such as yield measures calculated using factors such as cash flows, prepayment information, default rates, delinquency and loss assumptions, financial or collateral characteristics or performance, credit enhancements, liquidation value calculations, specific deal information and other reference data. The fund’s investment adviser performs certain checks on vendor prices prior to calculation of the fund’s net asset value. When the investment adviser deems it appropriate to do so (such as when vendor prices are unavailable or not deemed to be representative), fixed-income securities will be valued in good faith at the mean quoted bid and ask prices that are reasonably and timely available (or bid prices, if ask prices are not available) or at prices for securities of comparable maturity, quality and type.

Securities and other assets for which representative market quotations are not readily available or are considered unreliable by the investment adviser are valued at fair value as determined in good faith under fair value guidelines adopted by authority of the fund’s board. Subject to board oversight, the fund’s board has appointed the fund‘s investment adviser to make fair valuation determinations, which

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are directed by a valuation committee established by the fund’s investment adviser. The board receives regular reports describing fair-valued securities and the valuation methods used.

The valuation committee has adopted guidelines and procedures (consistent with SEC rules and guidance) to consider certain relevant principles and factors when making fair value determinations. As a general principle, securities lacking readily available market quotations, or that have quotations that are considered unreliable by the investment adviser, are valued in good faith by the valuation committee based upon what the fund might reasonably expect to receive upon their current sale. Fair valuations and valuations of investments that are not actively trading involve judgment and may differ materially from valuations that would have been used had greater market activity occurred. The valuation committee considers relevant indications of value that are reasonably and timely available to it in determining the fair value to be assigned to a particular security, such as the type and cost of the security, contractual or legal restrictions on resale of the security, relevant financial or business developments of the issuer, actively traded similar or related securities, conversion or exchange rights on the security, related corporate actions, significant events occurring after the close of trading in the security and changes in overall market conditions. The valuation committee employs additional fair value procedures to address issues related to equity securities that trade principally in markets outside the United States. Such securities may trade in markets that open and close at different times, reflecting time zone differences. If significant events occur after the close of a market (and before the fund’s net asset values are next determined) which affect the value of equity securities held in the fund’s portfolio, appropriate adjustments from closing market prices may be made to reflect these events. Events of this type could include, for example, earthquakes and other natural disasters or significant price changes in other markets (e.g., U.S. stock markets).

Net assets so obtained for the fund are then divided by the total number of shares outstanding, and the result, calculated to four decimal places or equivalent value, is the net asset value per share for the fund.

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Taxes and distributions

Taxation as a regulated investment company — The fund intends to qualify each year as a “regulated investment company” under Subchapter M of the Internal Revenue Code (“Code”) so that it will not be liable for federal tax on income and capital gains distributed to shareholders. In order to qualify as a regulated investment company, and avoid being subject to federal income taxes, the fund intends to distribute substantially all of its net investment income and realized net capital gains on a fiscal year basis, and intends to comply with other tests applicable to regulated investment companies under Subchapter M.

The Code includes savings provisions allowing the fund to cure inadvertent failures of certain qualification tests required under Subchapter M. However, should the fund fail to qualify under Subchapter M, the fund would be subject to federal, and possibly state, corporate taxes on its taxable income and gains.

Amounts not distributed by the fund on a timely basis in accordance with a calendar year distribution requirement may be subject to a nondeductible 4% excise tax. Unless an applicable exception applies, to avoid the tax, the fund must distribute during each calendar year an amount equal to the sum of ( a ) at least 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, ( b ) at least 98.2% of its capital gains in excess of its capital losses for the twelve month period ending on October 31, and ( c ) all ordinary income and capital gains for previous years that were not distributed during such years and on which the fund paid no U.S. federal income tax.

Dividends paid by the fund from ordinary income or from an excess of net short-term capital gain over net long-term capital loss are taxable to shareholders as ordinary income dividends. The fund does not typically realize short- or long-term capital gains or losses on sales of securities.

Taxation on sale of fund shares – Because the fund’s net asset value floats, a sale of fund shares may result in a gain or loss for a shareholder. Assuming a shareholder holds the shares as a capital asset, any gain or loss recognized on a sale of shares will be treated as capital in nature. Unless a shareholder chooses to adopt the simplified “NAV method” of accounting as described below, this capital gain or loss generally will be treated as short-term if the shareholder held fund shares for one year or less or long-term if the shareholder held fund shares for longer.

If the fund determines to impose a liquidity fee on redemptions of the shares, the fee paid by a shareholder on redemption of shares should reduce a shareholder’s amount realized for purposes of calculating the shareholder’s net gain or loss on the sale of shares. Any loss realized on the sale of fund shares that a shareholder held for 6 months or less may be disallowed to the extent of any distributions treated as “exempt-interest dividends” with respect to those shares.

The Internal Revenue Service has published guidance providing that the “wash sale” rule of the Code does not apply to sales of shares in a money market fund with a floating net asset value. The wash sale rule disallows losses on taxable sales where other substantially identical shares are purchased (including by dividend reinvestment) within 30 days before or after the sale. Therefore, if a shareholder that sells shares of the fund at a loss and, within 30 days before or after this sale, purchases additional shares of the fund, then such loss will not be disallowed under the wash sale rule.

If the shareholder elects to adopt the NAV method of accounting, rather than compute any gain or loss on every taxable sale of fund shares, the shareholder would determine the gain or loss based on the change in the aggregate value of the fund shares during a computation period (e.g., the shareholder’s taxable year or certain shorter periods), reduced by its net investment (purchases minus taxable sales) in those fund shares during the period. Under the NAV method, if a shareholder holds the shares as a

Capital Group Central Cash Fund — Page 30


 
 

 

capital asset, any resulting net gain or loss (including any loss arising from the shareholder’s payment of a liquidity fee on redemption of the shares) would be treated as short-term capital gain or loss.

Shareholders are permitted to use different methods of accounting for shares of a single fund that are held in different accounts or for shares of different money market funds in the same account.

Capital Group Central Cash Fund — Page 31


 
 

 

Purchase and exchange of shares

Shares of the fund are purchased by (a) other funds and investment vehicles and accounts managed by the fund’s investment adviser and its affiliates and (b) the fund’s investment adviser and its affiliates. Shares of the fund are not available to the public. The fund may accept securities in-kind in exchange for shares of the fund in accordance with the fund’s policy and procedures relating to in-kind purchase transactions.

Shares of the fund cannot be exchanged with shares of other funds or investment vehicles managed by the investment adviser or its affiliates. In addition, the fund shares cannot be transferred or resold without registration under the 1933 Act or an available exemption from registration under the 1933 Act.

Frequent trading of fund shares — As noted in Part A of the fund’s registration statement, the investment adviser anticipates that fund shares may be purchased and sold frequently because the fund is designed to offer a liquid investment option. For this reason, the board has not adopted policies and procedures designed to detect and deter excessive trading of fund shares.

Capital Group Central Cash Fund — Page 32


 
 

 

Selling shares

The methods for selling (redeeming) shares are described more fully in Part A of the fund’s registration statement.

Except for extraordinary circumstances (and as permissible under the 1940 Act), the fund typically expects to send redemption proceeds one business day following receipt and acceptance of a redemption order. Interest will not accrue or be paid on amounts that represent uncashed distribution or redemption checks.

Capital Group Central Cash Fund — Page 33


 
 

 

Shareholder account services and privileges

The following services and privileges are generally available to all shareholders.

Automatic reinvestment — Dividends and capital gain distributions will be automatically reinvested in additional shares of the same class and fund at net asset value.

Account statements — Your account is opened in accordance with your registration instructions. Transactions in the account, such as additional investments, will be reflected on regular confirmation statements from the Transfer Agent. Dividend and capital gain reinvestments will be confirmed at least quarterly.

Telephone and Internet purchases, redemptions and exchanges — By using the telephone (including American FundsLine) or the Internet (including americanfunds.com), or fax purchase, redemption and/or exchange options, you agree to hold the fund, the Transfer Agent, any of its affiliates or mutual funds managed by such affiliates, and each of their respective directors, trustees, officers, employees and agents harmless from any losses, expenses, costs or liabilities (including attorney fees) that may be incurred in connection with the exercise of these privileges. Generally, all shareholders are automatically eligible to use these services. However, you may elect to opt out of these services by writing the Transfer Agent (you may also reinstate them at any time by writing the Transfer Agent). If the Transfer Agent does not employ reasonable procedures to confirm that the instructions received from any person with appropriate account information are genuine, it and/or the fund may be liable for losses due to unauthorized or fraudulent instructions. In the event that shareholders are unable to reach the fund by telephone because of technical difficulties, market conditions or a natural disaster, redemption and exchange requests may be made in writing only.

Redemption of shares — The fund’s declaration of trust permits the fund to direct the Transfer Agent to redeem the shares of any shareholder for their then current net asset value per share if at such time the shareholder of record owns shares having an aggregate net asset value of less than the minimum initial investment amount required of new shareholders as the board of trustees of the fund may from time to time adopt.

While payment of redemptions normally will be in cash, the fund’s declaration of trust permits payment of the redemption price wholly or partly with portfolio securities or other fund assets under conditions and circumstances determined by the fund’s board of trustees. For example, redemptions could be made in this manner if the board determined that making payments wholly in cash over a particular period would be unfair and/or harmful to other fund shareholders.

Capital Group Central Cash Fund — Page 34


 
 

 

General information

Custodian of assets — Securities and cash owned by the fund, including proceeds from the sale of shares of the fund and of securities in the fund’s portfolio, are held by JP Morgan Chase Bank N.A., 270 Park Avenue, New York, NY 10017-2070, as custodian. If a fund holds securities of issuers outside the U.S., the Custodian may hold these securities pursuant to subcustodial arrangements in banks outside the U.S. or branches of U.S. banks outside the U.S.

Transfer agent services — American Funds Service Company, a wholly owned subsidiary of the investment adviser, maintains the records of shareholder accounts, processes purchases and redemptions of the fund’s shares, acts as dividend and capital gain distribution disbursing agent, and performs other related shareholder service functions. The principal office of American Funds Service Company is located at 6455 Irvine Center Drive, Irvine, CA 92618. Transfer agent fees are paid according to a fee schedule, based principally on the number of accounts serviced, contained in a Shareholder Services Agreement between the fund and American Funds Service Company.

Compensation for transfer agency services is ultimately paid from fund assets as disclosed in Part A of the fund’s registration statement.

Independent registered public accounting firm — PricewaterhouseCoopers LLP, 601 South Figueroa Street, Los Angeles, CA 90017, serves as the fund’s independent registered public accounting firm, providing audit services, preparation of tax returns and review of certain documents to be filed with the SEC. The financial statements included in this Part B of the fund’s registration statement from the annual report have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. The selection of the fund’s independent registered public accounting firm is reviewed and determined annually by the board of trustees.

Independent legal counsel — Morgan, Lewis & Bockius LLP, 300 South Grand Avenue, 22nd Floor, Los Angeles, CA 90071, serves as independent legal counsel (“counsel”) for the fund and for independent trustees in their capacities as such. A determination with respect to the independence of the fund’s counsel will be made at least annually by the independent trustees of the fund, as prescribed by applicable 1940 Act rules.

Registration statements, reports to shareholders and proxy statements — The fund’s fiscal year ends on October 31. Shareholders are provided an updated registration statement annually and at least semi-annually with reports showing the fund’s investment portfolio or summary investment portfolio, financial statements and other information. Shareholders may request a copy of the fund’s current registration statement at no cost by calling (800) 421-4225. The fund’s annual financial statements are audited by the fund’s independent registered public accounting firm, PricewaterhouseCoopers LLP. In addition, shareholders may also receive proxy statements for the fund. In an effort to reduce the volume of mail shareholders receive from the fund when a household owns more than one account, the Transfer Agent has taken steps to eliminate duplicate mailings of the registration statements, shareholder reports and proxy statements. To receive additional copies of the registration statement, report or proxy statement, shareholders should contact the Transfer Agent.

Shareholders may also elect to receive the updated registration statement, annual reports and semi-annual reports electronically by signing up for electronic delivery on our website, americanfunds.com/cmqxx. Upon electing the electronic delivery of the updated registration statement and other reports, a shareholder will no longer automatically receive such documents in paper form by mail. A shareholder who elects electronic

Capital Group Central Cash Fund — Page 35


 
 

 

delivery is able to cancel this service at any time and return to receiving the updated registration statement and other reports in paper form by mail.

The registration statement, annual reports and semi-annual reports that are mailed to shareholders by the American Funds organization are printed with ink containing soy and/or vegetable oil on paper containing recycled fibers.

Codes of ethics — The fund and Capital Research and Management Company and its affiliated companies, including the fund’s Distributor, have adopted codes of ethics that allow for personal investments, including securities in which the fund may invest from time to time. These codes include a ban on acquisitions of securities pursuant to an initial public offering; restrictions on acquisitions of private placement securities; preclearance and reporting requirements; review of duplicate confirmation statements; annual recertification of compliance with codes of ethics; blackout periods on personal investing for certain investment personnel; ban on short-term trading profits for investment personnel; limitations on service as a director of publicly traded companies; disclosure of personal securities transactions; and policies regarding political contributions.

Other information — The fund reserves the right to modify the privileges described in this Part B of the fund’s registration statement at any time.

The fund‘s financial statements, including the report of the fund‘s independent registered public accounting firm, are included in this Part B of the fund’s registration statement.

Capital Group Central Cash Fund — Page 36


 
 

 

Appendix

Description of commercial paper ratings

Moody’s

Global short-term rating scale

P-1

Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

P-2

Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.

P-3

Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.

NP

Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

Standard & Poor’s

Commercial paper ratings (highest three ratings)

A-1

A short-term obligation rated A-1 is rated in the highest category by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.

A-2

A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.

A-3

A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

Capital Group Central Cash Fund — Page 37

 

 


Financial statements        
           
Capital Group Central Cash Fund      
Statement of assets and liabilities      
January 18, 2019        
           
Assets:          
  Cash        $     100,000
           
  Total assets      $     100,000
           
Net assets:        
  Shares of beneficial interest issued  
  and outstanding (no stated par value) - unlimited  
  shares authorized (1,000 total shares outstanding)  
  Class M        $     100,000
           $     100,000
Net assets consist of:        
  Paid-in-capital - Equivalent to $100.00 per share  $     100,000
           
  Total net assets      $     100,000

 


Notes to financial statements

 

1. Organization

 

Capital Group Central Fund Series (the “trust”) was organized on March 5, 2018 as a Delaware statutory trust series. Capital Group Central Cash Fund (“fund”) is an initial fund of the trust. To date, the fund has had no transactions other than those relating to organization matters and the sale of 1,000 shares of Class M capital stock to Capital Research and Management Company (“CRMC”), the fund’s investment adviser. The fund’s fiscal year ends on October 31. The fund is registered under the Investment Company Act of 1940 as a management investment company. The fund seeks to earn income on cash reserves while preserving capital and maintaining liquidity.

 

The fund offers one share class, which is described further in the following table:

 

Share class Initial sales charge Contingent deferred sales charge upon redemption Conversion feature
Class M None None None

 

Holders of Class M shares have equal pro rata rights to the assets, dividends and liquidation proceeds of the fund. Class M shares are generally available for purchase only by funds and other investment vehicles managed by the investment adviser or its affiliates, and therefore are not available to the public.

 

2. Significant accounting policies

 

The fund applies the accounting and reporting guidance issued in Topic 946 by the U.S. Financial Accounting and Standards Board. The fund’s financial statements have been prepared to comply with U.S. generally accepted accounting principles (“U.S. GAAP”). These principles require the fund’s investment advisor to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates.

 

3. Fees and transactions with related parties

 

The fund has entered into an Investment Advisory and Service Agreement with CRMC, a Distribution Agreement with American Funds Distributors, Inc. ® ("AFD"), and a Shareholder Services Agreement with American Funds Service Company ® ("AFS"). CRMC is the parent company of AFD and AFS. CRMC, AFD and AFS are considered related parties to the fund.

 

Investment advisory services – The fund does not pay any management fee to its investment advisor.

 

Transfer agent services – The fund has a shareholder services agreement with AFS under which the fund compensates AFS for providing transfer agent services to the fund. These services include recordkeeping, shareholder communications and transaction processing. In addition, the fund reimburses AFS for amounts paid to third parties for performing transfer agent services on behalf of fund shareholders.

 

Trustees’ deferred compensation – The board of trustees has adopted a deferred compensation plan. Trustees who are unaffiliated with CRMC and compensated by the fund may elect to defer the cash payment of part or all of their compensation. These deferred amounts represent general, unsecured liabilities of the fund and vary according to the total return of the selected American Funds.

 
 

Affiliated officers and trustees – Officers and certain trustees of the fund are or may be considered to be affiliated with CRMC, AFD and AFS. No affiliated officers or trustees will receive any compensation directly from the fund.

 

4. Federal income taxation and distributions

 

It is the fund’s policy to comply in its initial year and thereafter with the requirements under Subchapter M of the Internal Revenue Code applicable to mutual funds and to distribute substantially all of its net taxable income and net capital gains each year.

 

5. Organizational expenses

 

CRMC has agreed to bear all organizational expenses for the fund, including administration, legal, state registration, and printing fees.

 

 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of Capital Group Central Fund Series and Shareholders of Capital Group Central Cash Fund

 

Opinion on the Financial Statement

 

We have audited the accompanying statement of assets and liabilities of Capital Group Central Cash Fund (the "Fund") as of January 18, 2019, including the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Fund as of January 18, 2019 in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

This financial statement is the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit of this financial statement in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

 

 

 

 

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

January 28, 2019

 

We have served as the auditor of one or more investment companies in The Capital Group Companies Investment Company Complex since 1934.

 

 

Capital Group Central Fund Series

 

Part C

Other Information

 

 

Item 28. Exhibits for Registration Statement (1940 Act No. 811-23391)

 

(a) Articles of Incorporation – Certificate of Trust effective 1/19/18 and Agreement and Declaration of Trust dated 1/1/19

 

(b) By-laws – By-laws

 

(c) Instruments Defining Rights of Security Holders – None

 

(d) Investment Advisory Contracts – Investment Advisory and Service Agreement dated 5/1/18

 

(e) Underwriting Contracts – Distribution Agreement dated 12/10/18

 

(f) Bonus or Profit Sharing Contracts – Deferred Compensation Plan effective 10/12/18

 

(g) Custodian Agreements – Global Custody Agreement

 

(h) Other Material Contracts – Shareholder Services Agreement dated 4/1/18; and Indemnification Agreement

 

(i) Not applicable

 

(j) Not applicable

 

(k) Not applicable

 

(l) Initial capital agreements – Initial capital agreements

 

(m) Not applicable

 

(n) Not applicable

 

(o) Reserved

 

(p) Code of Ethics – Code of Ethics for The Capital Group Companies dated April 2018; and Code of Ethics for Registrant

 

 

Item 29. Persons Controlled by or Under Common Control with the Fund

 

None

 

 

 
 

 

Item 30. Indemnification

 

The Registrant is a joint-insured under Investment Adviser/Mutual Fund Errors and Omissions Policies, which insure its officers and trustees against certain liabilities. However, in no event will Registrant maintain insurance to indemnify any such person for any act for which Registrant itself is not permitted to indemnify the individual.

 

Article 8 of the Registrant’s Declaration of Trust as well as the indemnification agreements that the Registrant has entered into with each of its trustees who is not an “interested person” of the Registrant (as defined under the Investment Company Act of 1940, as amended), provide in effect that the Registrant will indemnify its officers and trustees against any liability or expenses actually and reasonably incurred by such person in any proceeding arising out of or in connection with his or her service to the Registrant, to the fullest extent permitted by applicable law, subject to certain conditions. In accordance with Section 17(h) and 17(i) of the Investment Company Act of 1940, as amended, and their respective terms, these provisions do not protect any person against any liability to the Registrant or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.

 

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

Registrant will comply with the indemnification requirements contained in the Investment Company Act of 1940, as amended, and Release Nos. 7221 (June 9, 1972) and 11330 (September 4, 1980).

 

 

Item 31. Business and Other Connections of the Investment Adviser

 

None

 

 

 
 
Item 32. Principal Underwriters

 

(a)        American Funds Distributors, Inc. is the Principal Underwriter of shares of: AMCAP Fund, American Balanced Fund, American Funds College Target Date Series, American Funds Corporate Bond Fund, American Funds Developing World Growth and Income Fund, American Funds Emerging Markets Bond Fund, American Funds Fundamental Investors, American Funds Global Balanced Fund, The American Funds Income Series, American Funds Inflation Linked Bond Fund, American Funds Mortgage Fund, American Funds Portfolio Series, American Funds Retirement Income Portfolio Series, American Funds Short-Term Tax-Exempt Bond Fund, American Funds Strategic Bond Fund, American Funds Target Date Retirement Series, American Funds Tax-Exempt Fund of New York, The American Funds Tax-Exempt Series II, American Funds U.S. Government Money Market Fund, American High-Income Municipal Bond Fund, American High-Income Trust, American Mutual Fund, The Bond Fund of America, Capital Group Emerging Markets Total Opportunities Fund, Capital Income Builder, Capital Group Private Client Services Funds, Capital World Bond Fund, Capital World Growth and Income Fund, Emerging Markets Growth Fund, Inc., EuroPacific Growth Fund, The Growth Fund of America, The Income Fund of America, Intermediate Bond Fund of America, International Growth and Income Fund, The Investment Company of America, Limited Term Tax-Exempt Bond Fund of America, The New Economy Fund, New Perspective Fund, New World Fund, Inc., Short-Term Bond Fund of America, SMALLCAP World Fund, Inc., The Tax-Exempt Bond Fund of America and Washington Mutual Investors Fund

 

(b)

 

 

(1)

Name and Principal

Business Address

 

(2)

Positions and Offices

with Underwriter

(3)

Positions and Offices

with Registrant

LAO

C. Thomas Akin II

 

Regional Vice President None
IRV

Laurie M. Allen

 

Senior Vice President None
LAO

Christopher S. Anast

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

William C. Anderson

 

 

Director, Senior Vice President and Chief Compliance Officer None
LAO

Dion T. Angelopoulos

 

Assistant Vice President None
LAO

Luis F. Arocha

 

Regional Vice President None
LAO

Curtis A. Baker

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

T. Patrick Bardsley

 

Vice President None
SNO

Mark C. Barile

 

Assistant Vice President None
 
 

 

LAO

Shakeel A. Barkat

 

Senior Vice President None
LAO

Brett A. Beach

 

Assistant Vice President None
LAO

Katherine A. Beattie

 

Senior Vice President None
LAO

Bethann Beiermeister

 

Regional Vice President None
LAO

Clyde O. Bell

 

Assistant Vice President None
LAO

Jeb M. Bent

 

Vice President None
LAO

Jerry R. Berg

 

Vice President None
LAO

Joseph W. Best, Jr.

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Roger J. Bianco, Jr.

 

Senior Vice President None
LAO

Ryan M. Bickle

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

John A. Blanchard

 

Senior Vice President None
LAO

Marek Blaskovic

 

Regional Vice President None
LAO

Jeffrey E. Blum

 

Regional Vice President None
LAO

Gerard M. Bockstie, Jr.

 

Senior Vice President None
LAO

Jill M. Boudreau

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Andre W. Bouvier

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Michael A. Bowman

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

David H. Bradin

 

Vice President None
 
 

 

LAO

William P. Brady

 

Senior Vice President None
IRV

Jason E. Brady

 

Regional Vice President None
LAO

William G. Bridge

 

Vice President None
IND

Robert W. Brinkman

 

Assistant Vice President None
LAO

Kevin G. Broulette

 

Vice President None
LAO

E. Chapman Brown, Jr.

 

Regional Vice President None
LAO

Toni L. Brown

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
IND

Jennifer A. Bruce

 

Assistant Vice President None
LAO

Gary D. Bryce

 

Vice President None
IRV

Eileen K. Buckner

 

Assistant Vice President None
LAO

Ronan J. Burke

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Steven Calabria

 

Senior Vice President None
LAO

Thomas E. Callahan

 

Senior Vice President None
LAO

Anthony J. Camilleri

 

Vice President None
LAO

Kelly V. Campbell

 

Vice President None
LAO

Anthon S. Cannon III

 

Vice President None
LAO

Kevin J. Carevic

 

Regional Vice President None
LAO

Jason S. Carlough

 

Regional Vice President None
LAO

Damian F. Carroll

 

Senior Vice President None
LAO

James D. Carter

 

Senior Vice President None
 
 

 

LAO

Stephen L. Caruthers

 

Senior Vice President, Capital Group Institutional Investment Services Division

 

None
SFO

James G. Carville

 

Senior Vice President, Capital Group Institutional Investment Services Division

 

None
LAO

Philip L. Casciano

 

Regional Vice President None
LAO

Brian C. Casey

 

Senior Vice President None
LAO

Christopher M. Cefalo

 

Regional Vice President

 

None
LAO

Kent W. Chan

 

Senior Vice President, Capital Group Institutional Investment Services Division

 

None
LAO

Thomas M. Charon

 

Senior Vice President None
LAO Ibrahim Chaudry

Vice President, Capital Group Institutional Investment Services Division

 

None
SNO Marcus L. Chaves

Assistant Vice President

 

None
LAO

Daniel A. Chodosch

 

Regional Vice President None
LAO

Wellington Choi

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Andrew T. Christos

 

Regional Vice President None
LAO

Paul A. Cieslik

 

Senior Vice President None
IND

G. Michael Cisternino

 

Vice President None
LAO

Andrew R. Claeson

 

Vice President None
LAO

Jamie A. Claypool

 

Regional Vice President None
IND

Timothy J. Colvin

 

Regional Vice President None
SNO

Brandon J Cone

 

Assistant Vice President None
 
 

 

LAO

Christopher M. Conwell

 

Vice President None
LAO

C. Jeffrey Cook

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
IND Sarah D. Crews

Assistant Vice President

 

None
LAO

Joseph G. Cronin

 

Senior Vice President None
LAO

D. Erick Crowdus

 

Vice President None
LAO

Hanh M. Dao

 

Vice President None
LAO

William F. Daugherty

 

Senior Vice President None
SNO

Bradley C. Davis

 

Assistant Vice President None
LAO

Scott T. Davis

 

Vice President None
LAO

Shane L. Davis

 

Vice President None
LAO

Peter J. Deavan

 

Vice President None
LAO

Guy E. Decker

 

Senior Vice President None
LAO

Daniel Delianedis

 

Senior Vice President None
LAO

Mark A. Dence

 

Senior Vice President None
SNO

Brian M. Derrico

 

Vice President None
LAO

Stephen Deschenes

 

Senior Vice President None
LAO

Mario P. DiVito

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Joanne H. Dodd

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Kevin F. Dolan

 

Senior Vice President None
LAO

John H. Donovan IV

 

Assistant Vice President None
 
 

 

LAO

John J. Doyle

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Ryan T. Doyle

 

Vice President None
LAO

Craig Duglin

 

Senior Vice President None
LAO

Alan J. Dumas

 

Regional Vice President None
SNO

Bryan K. Dunham

 

Assistant Vice President None
LAO

John E. Dwyer IV

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
IND

Karyn B. Dzurisin

 

Vice President None
LAO

Kevin C. Easley

 

Senior Vice President None
LAO

Damian Eckstein

 

Vice President None
LAO

Matthew J. Eisenhardt

 

Senior Vice President None
LAO

Timothy L. Ellis

 

Senior Vice President None
LAO

John A. Erickson

 

Assistant Vice President None
LAO

Riley O. Etheridge, Jr.

 

Senior Vice President None
LAO

John M. Fabiano

 

Regional Vice President None
LAO

E. Luke Farrell

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Bryan R. Favilla

 

Regional Vice President None
LAO

Mark A. Ferraro

 

Vice President None
LAO

William F. Flannery

 

Senior Vice President None
LAO

Kevin H. Folks

 

Vice President None
LAO

David R. Ford

 

Vice President None
 
 

 

LAO

William E. Ford

 

Regional Vice President None
LAO

Steven M. Fox

 

Vice President None
LAO

Daniel Frick

 

Senior Vice President None
LAO

Tyler L. Furek

 

Regional Vice President None
SNO

Arturo V. Garcia, Jr.

 

Vice President None
LAO

J. Gregory Garrett

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
SNO

Edward S. Garza

 

Regional Vice President None
LAO

Brian K. Geiger

 

Vice President None
LAO

Jacob M. Gerber

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

J. Christopher Gies

 

Senior Vice President None
LAO

Pamela A. Gillett

 

Regional Vice President

 

None
LAO

William F. Gilmartin

 

Regional Vice President None
LAO

Kathleen D. Golden

 

Regional Vice President None
SNO

Craig B. Gray

 

Assistant Vice President None
LAO

Robert E. Greeley, Jr.

 

Vice President None
LAO

Jameson R. Greenstone

 

Regional Vice President None
LAO

Jeffrey J. Greiner

 

Senior Vice President None
LAO

Eric M. Grey

 

Senior Vice President None
LAO

Karen M. Griffin

 

Assistant Vice President None
LAO

E. Renee Grimm

 

Regional Vice President

 

None
LAO

Scott A. Grouten

 

Regional Vice President None
 
 

 

SNO

Virginia Guevara

 

Assistant Vice President None
IRV

Steven Guida

 

Senior Vice President None
LAO

Sam S. Gumma

 

Regional Vice President None
LAO

Jan S. Gunderson

 

Senior Vice President None
LAO

Ralph E. Haberli

 

Senior Vice President; Senior Vice President, Capital Group Institutional Investment Services Division

 

None
LAO

Paul B. Hammond

 

Senior Vice President None
LAO

Philip E. Haning

 

Vice President None
LAO

Dale K. Hanks

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

David R. Hanna

 

Regional Vice President None
LAO

Brandon S. Hansen

 

Regional Vice President None
LAO

Julie O. Hansen

 

Vice President None
LAO

John R. Harley

 

Senior Vice President None
LAO

Calvin L. Harrelson III

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Robert J. Hartig, Jr.

 

Senior Vice President None
LAO

Craig W. Hartigan

 

Senior Vice President None
LAO

Alan M. Heaton

 

Vice President None
LAO

Clifford W. “Webb” Heidinger

 

Vice President None
LAO

Brock A. Hillman

 

Vice President, Capital Group Institutional Investment Services Division

 

None
IND Kristin S. Himsel

Regional Vice President

 

None
 
 

 

LAO

Jennifer M. Hoang

 

Vice President None
LAO

Heidi B. Horwitz-Marcus

 

Senior Vice President None
LAO

David R. Hreha

 

Regional Vice President None
LAO

Frederic J. Huber

 

Senior Vice President None
LAO Kevin B. Hughes

Senior Vice President

 

None
LAO

David K. Hummelberg

 

 

 

 

Director, Executive Vice President, Principal Operating Officer and Principal Financial Officer None
LAO

James A. Humpherson Mollett

 

Regional Vice President None
LAO

Jeffrey K. Hunkins

 

Vice President None
LAO

Christa M. Iacono

 

Assistant Vice President None
LAO

Marc G. Ialeggio

 

Senior Vice President None
IND

David K. Jacocks

 

Vice President None
LAO

W. Chris Jenkins

 

Vice President None
LAO

Daniel J. Jess II

 

Regional Vice President None
IND

Jameel S. Jiwani

 

Regional Vice President None
LAO

Sarah C. Johnson

 

Vice President None
LAO

Brendan M. Jonland

 

Vice President None
LAO

Kathryn H. Jordan

 

Regional Vice President None
LAO

David G. Jordt

 

Vice President

 

None
LAO

Stephen T. Joyce

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
 
 

 

LAO

Maria Karahalis

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division  
LAO

Wassan M. Kasey

 

Vice President None
LAO

John P. Keating

 

Senior Vice President None
LAO

David B. Keib

 

Regional Vice President None
LAO

Brian G. Kelly

 

Senior Vice President None
LAO

Christopher J. Kennedy

 

Regional Vice President None
LAO

Jason A. Kerr

 

Vice President None
LAO

Ryan C. Kidwell

 

Vice President None
IRV

Michael C. Kim

 

Vice President None
LAO

Charles A. King

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Mark Kistler

 

Senior Vice President None
LAO

Stephen J. Knutson

 

Assistant Vice President None
LAO

James M. Kreider

 

Vice President None
IRV

Theresa A. Kristiansen

 

Vice President None
SNO

David D. Kuncho

 

Vice President None
LAO

Richard M. Lang

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Christopher F. Lanzafame

 

Senior Vice President None
LAO

Andrew P. Laskowski

 

Regional Vice President None
LAO

Matthew N. Leeper

 

Vice President None
LAO

Clay M. Leveritt

 

Vice President None
 
 

 

LAO Lorin E. Liesy

Senior Vice President

 

None
IND Justin L. Linder

Assistant Vice President

 

None
LAO

Louis K. Linquata

 

Senior Vice President None
LAO

Heather M. Lord

 

Senior Vice President None
LAO

James M. Maher

 

Vice President None
LAO

Brendan T. Mahoney

 

Senior Vice President None
LAO

Nathan G. Mains

 

Vice President None
LAO

Jeffrey N. Malbasa

 

Regional Vice President None
LAO

Usma A. Malik

 

Assistant Vice President None
LAO

Brooke M. Marrujo

 

Vice President None
LAO

Stephen B. May

 

Vice President None
LAO

Joseph A. McCreesh, III

 

Senior Vice President None
LAO

Ross M. McDonald

 

Senior Vice President None
LAO

Timothy W. McHale

 

Secretary None
LAO

Max J. McQuiston

 

Vice President None
LAO

Scott M. Meade

 

Senior Vice President None
LAO

Simon Mendelson

 

Senior Vice President None
LAO

David A. Merrill

 

Assistant Vice President None
LAO

Conrad F. Metzger

 

Regional Vice President None
LAO

Jennifer M. Miller

 

Regional Vice President None
LAO Tammy H. Miller

Assistant Vice President

 

None
LAO

William T. Mills

 

Senior Vice President None
LAO

Sean C. Minor

 

Senior Vice President None
 
 

 

LAO

Louis W. Minora

 

Regional Vice President None
IND Sarah J. Mishler

Assistant Vice President

 

None
LAO

James R. Mitchell III

 

Vice President None
LAO

Charles L. Mitsakos

 

Senior Vice President None
LAO

Robert P. Moffett III

 

Regional Vice President None
LAO

David H. Morrison

 

Vice President None
LAO

Andrew J. Moscardini

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
NYO

Timothy J. Murphy

 

Senior Vice President None
LAO

Christina M. Neal

 

Assistant Vice President None
LAO

Jon C. Nicolazzo

 

Vice President None
LAO

Earnest M. Niemi

 

Vice President None
LAO

William E. Noe

 

Senior Vice President None
LAO

Jeanell A. Novak

 

Assistant Vice President None
LAO

Matthew P. O’Connor

 

 

 

 

Director, Chairman and Chief Executive Officer; Senior Vice President, Capital Group Institutional Investment Services Division None
IND

Jody L. O’Dell

 

Assistant Vice President None
LAO

Jonathan H. O’Flynn

 

Senior Vice President None
LAO

Peter A. Olsen

 

Vice President None
LAO

Jeffrey A. Olson

 

Vice President None
LAO

Thomas A. O’Neil

 

Vice President None
IRV

Paula A. Orologas

 

Vice President None
 
 

 

LAO

Gregory H. Ortman

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Shawn M. O’Sullivan

 

Senior Vice President None
IND

Lance T. Owens

 

Vice President None
LAO

Kristina E. Page

 

Regional Vice President None
LAO

Rodney Dean Parker II

 

Vice President None
LAO Ingrid S. Parl

Regional Vice President

 

None
LAO

Lynn M. Patrick

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Timothy C. Patterson

 

Vice President None
LAO

W. Burke Patterson, Jr.

 

Senior Vice President None
LAO

Gary A. Peace

 

Senior Vice President None
LAO

Robert J. Peche

 

Vice President None
LAO

David K. Petzke

 

Senior Vice President None
L AO

Harry A. Phinney

 

Vice President, Capital Group Institutional Investment Services Division

 

None
LAO

Adam W. Phillips

 

Vice President None
LAO

Joseph M. Piccolo

 

Vice President None
LAO

Keith A. Piken

 

Senior Vice President None
LAO

Carl S. Platou

 

Senior Vice President None
LAO

David T. Polak

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Charles R. Porcher

 

Senior Vice President None
 
 

 

SNO

Robert B. Potter III

 

Assistant Vice President None
LAO

Steven J. Quagrello

 

Senior Vice President None
IND

Kelly S. Quick

 

Assistant Vice President None
LAO

Michael R. Quinn

 

Senior Vice President None
LAO

Ryan E. Radtke

 

Regional Vice President None
LAO

James R. Raker

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Sunder R. Ramkumar

 

Senior Vice President None
LAO

Rachel M. Ramos

 

Assistant Vice President None
LAO

Rene M. Reincke

 

Vice President None
LAO

Michael D. Reynaert

 

Regional Vice President None
IND Richard Rhymaun

Vice President

 

None
LAO

Christopher J. Richardson

 

Vice President None
SNO

Stephanie A. Robichaud

 

Assistant Vice President None
LAO

Jeffrey J. Robinson

 

Vice President None
LAO

Matthew M. Robinson

 

Vice President None
LAO

Rochelle C. Rodriguez

 

Vice President None
LAO

Melissa B. Roe

 

Senior Vice President None
LAO

Thomas W. Rose

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
SNO

Tracy M. Roth

 

Assistant Vice President None
LAO

Rome D. Rottura

 

Senior Vice President None
LAO

Shane A. Russell

 

Vice President None
 
 

 

LAO

William M. Ryan

 

Senior Vice President None
IND

Brenda S. Rynski

 

Regional Vice President None
LAO

Richard A. Sabec, Jr.

 

Senior Vice President None
SNO

Richard R. Salinas

 

Assistant Vice President None
LAO

Paul V. Santoro

 

Senior Vice President None
LAO

Keith A. Saunders

 

Vice President None
LAO

Joe D. Scarpitti

 

Senior Vice President None
LAO

Michael A. Schweitzer

 

Senior Vice President None
LAO Domenic A. Sciarra

Assistant Vice President

 

None
LAO

Mark A. Seaman

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

James J. Sewell III

 

Senior Vice President None
LAO

Arthur M. Sgroi

 

Senior Vice President None
LAO

Nathan W. Simmons

 

Vice President None
LAO

Melissa A. Sloane

 

Regional Vice President None
SNO

Stacy D. Smolka

 

Senior Vice President None
LAO

J. Eric Snively

 

Vice President None
LAO

John A. Sobotowski

 

Assistant Vice President None
LAO

Kristen J. Spazafumo

 

Vice President None
IND

Andrew J. Spottiswoode

 

Vice President None
LAO

Margaret V. Steinbach

 

Vice President None
LAO

Michael P. Stern

 

Senior Vice President None
LAO

Andrew J. Strandquist

 

Regional Vice President

 

None
 
 

 

LAO

Peter D. Thatch

 

Senior Vice President None
LAO

John B. Thomas

 

Vice President None
LAO

Cynthia M. Thompson

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
IND

Scott E. Thompson

 

Assistant Vice President None
HRO

Stephen B. Thompson

 

Regional Vice President None
LAO

Mark R. Threlfall

 

Vice President None
LAO

Ryan D. Tiernan

 

Vice President None
LAO

Emily R. Tillman

 

Vice President None
LAO

Russell W. Tipper

 

Senior Vice President None
LAO

Luke N. Trammell

 

Senior Vice President None
LAO

Jordan A. Trevino

 

Vice President None
LAO

Michael J. Triessl

 

Director None
LAO

Shaun C. Tucker

 

Senior Vice President None
IND

Ryan C. Tyson

 

Assistant Vice President None
LAO

David E. Unanue

 

Senior Vice President None
LAO

Idoya Urrutia

 

Vice President None
LAO

Scott W. Ursin-Smith

 

Senior Vice President None
LAO

Patrick D. Vance

 

Vice President None
LAO Veronica Vasquez

Assistant Vice President

 

None
LAO-W Gerrit Veerman III Senior Vice President, Capital Group Institutional Investment Services None
LAO

Srinkanth Vemuri

 

Senior Vice President None
LAO

Spilios Venetsanopoulos

 

Vice President None
 
 

 

LAO

J. David Viale

 

Senior Vice President None
LAO

Robert D. Vigneaux III

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Jayakumar Vijayanathan

 

Senior Vice President None
LAO

Julie A. Vogel

 

Regional Vice President None
LAO

Todd R. Wagner

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Jon N. Wainman

 

Vice President None
LAO

Sherrie S. Walling

 

Vice President None
LAO

Brian M. Walsh

 

Senior Vice President None
LAO

Susan O. Walton

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
SNO

Chris L. Wammack

 

Vice President None
LAO

Matthew W. Ward

 

Regional Vice President None
LAO

Thomas E. Warren

 

Senior Vice President None
LAO

George J. Wenzel

 

Senior Vice President None
LAO

Jason M. Weybrecht

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Adam B. Whitehead

 

Vice President None
LAO

N. Dexter Williams

 

Senior Vice President None
LAO

Jonathan D. Wilson

 

Regional Vice President None
LAO

Steven Wilson

 

Senior Vice President None
LAO

Steven C. Wilson

 

Vice President None
 
 

 

LAO

Kimberly D. Wood

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Kurt A. Wuestenberg

 

Senior Vice President None
LAO

Jonathan A. Young

 

Senior Vice President None
LAO

Jason P. Young

 

Senior Vice President None
LAO

Raul Zarco, Jr.

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
IND

Ellen M. Zawacki

 

Vice President None
LAO Connie R. Zeender

Regional Vice President

 

None

 

__________

DCO Business Address, 3000 K Street N.W., Suite 230, Washington, DC 20007-5140
GVO-1 Business Address, 3 Place des Bergues, 1201 Geneva, Switzerland
HRO Business Address, 5300 Robin Hood Road, Norfolk, VA 23513
IND Business Address, 12811 North Meridian Street, Carmel, IN 46032
IRV Business Address, 6455 Irvine Center Drive, Irvine, CA 92618
LAO Business Address, 333 South Hope Street, Los Angeles, CA  90071
LAO-W Business Address, 11100 Santa Monica Blvd., 15 th Floor, Los Angeles, CA  90025
NYO Business Address, 630 Fifth Avenue, 36 th Floor, New York, NY 10111
SFO Business Address, One Market, Steuart Tower, Suite 2000, San Francisco, CA 94105
SNO Business Address, 3500 Wiseman Boulevard, San Antonio, TX  78251

 

(c)       None

 

 

Item 33. Location of Accounts and Records

 

Accounts, books and other records required by Rules 31a-1 and 31a-2 under the Investment Company Act of 1940, as amended, are maintained and held in the offices of the Registrant’s investment adviser, Capital Research and Management Company, 333 South Hope Street, Los Angeles, California 90071; 6455 Irvine Center Drive, Irvine, California 92618; and/or 5300 Robin Hood Road, Norfolk, Virginia 23513.

 

Registrant’s records covering shareholder accounts are maintained and kept by its transfer agent, American Funds Service Company, 6455 Irvine Center Drive, Irvine, California 92618; 12811 North Meridian Street, Carmel, Indiana 46032; 3500 Wiseman Boulevard, San Antonio, Texas 78251; and 5300 Robin Hood Road, Norfolk, Virginia 23513.

 

 
 

Registrant's records covering portfolio transactions are maintained and kept by its custodian, JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, New York 10017-2070.

 

 

Item 34. Management Services

 

None

 

 

Item 35. Undertakings

 

n/a

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Los Angeles, and State of California, on the 20th day of February, 2019.

 

CAPITAL GROUP CENTRAL FUND SERIES

 

By : /s/ Kristine M. Nishiyama

(Kristine M. Nishiyama, Executive Vice President)

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on February 20, 2019, by the following persons in the capacities indicated.

 

  Signature Title
(1) Principal Executive Officer:
  /s/ Kristine M. Nishiyama Executive Vice President
  (Kristine M. Nishiyama)
 
(2) Principal Financial Officer and Principal Accounting Officer:
  /s/ Brian C. Janssen Treasurer
  (Brian C. Janssen)
 
(3) Trustees:
  William H. Baribault* Trustee
  James G. Ellis* Trustee
  Nariman Farvardin* Trustee
  Michael C. Gitlin* Trustee
  Mary Davis Holt* Trustee
  R. Clark Hooper* Trustee
  Merit E. Janow* Trustee
  Laurel B. Mitchell* Trustee
  Margaret Spellings* Chairman of the Board (Independent and Non-Executive)
  Alexandra Trower* Trustee
  Karl J. Zeile* Trustee
     
  *By: /s/ Steven I. Koszalka  
  (Steven I. Koszalka, pursuant to a power of attorney filed herewith)
       

 

Counsel represents that this amendment does not contain disclosures that would make the amendment ineligible for effectiveness under the provisions of Rule 485(b).

 

/s/ Jae Won Chung

(Jae Won Chung, Counsel)

 
 

POWER OF ATTORNEY

 

I, William H. Baribault, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

- American Balanced Fund (File No. 002-10758, File No. 811-00066)
- American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
- American Funds Corporate Bond Fund (File No. 333-183929, File No. 811-22744)
- American Funds Developing World Growth and Income Fund (File No. 333-190913, File No. 811-22881)
- American Funds Emerging Markets Bond Fund (File No. 333-208636; File No. 811-23122)
- The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
- American Funds Inflation Linked Bond Fund (File No. 333-183931, File No. 811-22746)
- American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
- American Funds Insurance Series
- American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
- American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
- American Funds Retirement Income Portfolio Series (File No. 333-203797, File No. 811-23053)
- American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
- American Funds Strategic Bond Fund (File No. 333-207474, File No. 811-23101)
- American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
- American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
- The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
- American Funds U.S. Government Money Market Fund (File No. 333-157162, File No. 811-22277)
- American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
- American High-Income Trust (File No. 033-17917, File No. 811-05364)
- The Bond Fund of America (File No. 002-50700, File No. 811-02444)
- Capital Group Central Fund Series – Capital Group Central Cash Fund
- Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
- The Income Fund of America (File No. 002-33371, File No. 811-01880)
- Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
- International Growth and Income Fund (File No. 333-152323, File No. 811-22215)
- Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
- Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
- The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)

 

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

 

EXECUTED at Los Angeles, CA , this 1 st day of January, 2019.

(City, State)

 

 

/s/ William H. Baribault

William H. Baribault, Board member

 
 

POWER OF ATTORNEY

 

I, James G. Ellis, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

- AMCAP Fund (File No. 002-26516, File No. 811-01435)
- American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
- American Funds Corporate Bond Fund (File No. 333-183929, File No. 811-22744)
- American Funds Emerging Markets Bond Fund (File No. 333-208636; File No. 811-23122)
- American Funds Global Balanced Fund (File No. 333-170605, File No. 811-22496)
- The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
- American Funds Inflation Linked Bond Fund (File No. 333-183931, File No. 811-22746)
- American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
- American Funds Insurance Series
- American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
- American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
- American Funds Retirement Income Portfolio Series (File No. 333-203797, File No. 811-23053)
- American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
- American Funds Strategic Bond Fund (File No. 333-207474, File No. 811-23101)
- American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
- American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
- The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
- American Funds U.S. Government Money Market Fund (File No. 333-157162, File No. 811-22277)
- American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
- American High-Income Trust (File No. 033-17917, File No. 811-05364)
- American Mutual Fund (File No. 002-10607, File No. 811-00572)
- The Bond Fund of America (File No. 002-50700, File No. 811-02444)
- Capital Group Central Fund Series – Capital Group Central Cash Fund
- Capital Group Emerging Markets Total Opportunities Fund (File No. 333-176635, File No. 811-22605)
- Capital Group Private Client Services Funds (File No. 333-163115, File No. 811-22349)
- Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
- Emerging Markets Growth Fund, Inc. (File No. 333-74995, File No. 811-04692)
- Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
- The Investment Company of America (File No. 002-10811, File No. 811-00116)
- Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
- Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
- The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)

 

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

 

EXECUTED at Los Angeles, CA , this 1 st day of January, 2019.

(City, State)

 

 

/s/ James G. Ellis

James G. Ellis, Board member

 
 

POWER OF ATTORNEY

 

I, Nariman Farvardin, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

- American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
- American Funds Corporate Bond Fund (File No. 333-183929, File No. 811-22744)
- American Funds Emerging Markets Bond Fund (File No. 333-208636; File No. 811-23122)
- The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
- American Funds Inflation Linked Bond Fund (File No. 333-183931, File No. 811-22746)
- American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
- American Funds Insurance Series
- American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
- American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
- American Funds Retirement Income Portfolio Series (File No. 333-203797, File No. 811-23053)
- American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
- American Funds Strategic Bond Fund (File No. 333-207474, File No. 811-23101)
- American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
- American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
- The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
- American Funds U.S. Government Money Market Fund (File No. 333-157162, File No. 811-22277)
- American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
- American High-Income Trust (File No. 033-17917, File No. 811-05364)
- The Bond Fund of America (File No. 002-50700, File No. 811-02444)
- Capital Group Central Fund Series – Capital Group Central Cash Fund
- Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
- Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
- Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
- Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
- The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)
- Washington Mutual Investors Fund (File No. 002-11051, File No. 811-00604)

 

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

 

EXECUTED at Los Angeles, CA , this 1 st day of January, 2019.

(City, State)

 

 

/s/ Nariman Farvardin

Nariman Farvardin, Board member

 
 

POWER OF ATTORNEY

 

I, Michael C. Gitlin, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

- American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
- American Funds Corporate Bond Fund (File No. 333-183929, File No. 811-22744)
- American Funds Emerging Markets Bond Fund (File No. 333-208636; File No. 811-23122)
- The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
- American Funds Inflation Linked Bond Fund (File No. 333-183931, File No. 811-22746)
- American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
- American Funds Insurance Series
- American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
- American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
- American Funds Retirement Income Portfolio Series (File No. 333-203797, File No. 811-23053)
- American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
- American Funds Strategic Bond Fund (File No. 333-207474, File No. 811-23101)
- American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
- American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
- The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
- American Funds U.S. Government Money Market Fund (File No. 333-157162, File No. 811-22277)
- American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
- American High-Income Trust (File No. 033-17917, File No. 811-05364)
- The Bond Fund of America (File No. 002-50700, File No. 811-02444)
- Capital Group Central Fund Series – Capital Group Central Cash Fund
- Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
- Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
- Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
- Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
- The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)

 

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

 

EXECUTED at Los Angeles, CA , this 1 st day of January, 2019.

(City, State)

 

 

/s/ Michael C. Gitlin

Michael C. Gitlin, Board member

 
 

POWER OF ATTORNEY

 

I, Mary Davis Holt, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

- American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
- American Funds Corporate Bond Fund (File No. 333-183929, File No. 811-22744)
- American Funds Emerging Markets Bond Fund (File No. 333-208636; File No. 811-23122)
- The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
- American Funds Inflation Linked Bond Fund (File No. 333-183931, File No. 811-22746)
- American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
- American Funds Insurance Series
- American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
- American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
- American Funds Retirement Income Portfolio Series (File No. 333-203797, File No. 811-23053)
- American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
- American Funds Strategic Bond Fund (File No. 333-207474, File No. 811-23101)
- American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
- American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
- The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
- American Funds U.S. Government Money Market Fund (File No. 333-157162, File No. 811-22277)
- American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
- American High-Income Trust (File No. 033-17917, File No. 811-05364)
- The Bond Fund of America (File No. 002-50700, File No. 811-02444)
- Capital Group Central Fund Series – Capital Group Central Cash Fund
- Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
- Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
- Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
- Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
- The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)
- Washington Mutual Investors Fund (File No. 002-11051, File No. 811-00604)

 

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

 

EXECUTED at Los Angeles, CA , this 1 st day of January, 2019.

(City, State)

 

 

/s/ Mary Davis Holt

Mary Davis Holt, Board member

 
 

POWER OF ATTORNEY

 

I, R. Clark Hooper, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

- American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
- American Funds Corporate Bond Fund (File No. 333-183929, File No. 811-22744)
- American Funds Emerging Markets Bond Fund (File No. 333-208636; File No. 811-23122)
- The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
- American Funds Inflation Linked Bond Fund (File No. 333-183931, File No. 811-22746)
- American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
- American Funds Insurance Series
- American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
- American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
- American Funds Retirement Income Portfolio Series (File No. 333-203797, File No. 811-23053)
- American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
- American Funds Strategic Bond Fund (File No. 333-207474, File No. 811-23101)
- American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
- American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
- The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
- American Funds U.S. Government Money Market Fund (File No. 333-157162, File No. 811-22277)
- American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
- American High-Income Trust (File No. 033-17917, File No. 811-05364)
- The Bond Fund of America (File No. 002-50700, File No. 811-02444)
- Capital Group Central Fund Series – Capital Group Central Cash Fund
- Capital Income Builder (File No. 033-12967, File No. 811-05085)
- Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
- Capital World Growth and Income Fund (File No. 033-54444, File No. 811-07338)
- Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
- Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
- The New Economy Fund (File No. 002-83848, File No. 811-03735)
- Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
- The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)
- Washington Mutual Investors Fund (File No. 002-11051, File No. 811-00604)

 

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

 

EXECUTED at Los Angeles, CA , this 1 st day of January, 2019.

(City, State)

 

 

/s/ R. Clark Hooper

R. Clark Hooper, Board member

 
 

POWER OF ATTORNEY

 

I, Merit E. Janow, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

- American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
- American Funds Corporate Bond Fund (File No. 333-183929, File No. 811-22744)
- American Funds Emerging Markets Bond Fund (File No. 333-208636; File No. 811-23122)
- The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
- American Funds Inflation Linked Bond Fund (File No. 333-183931, File No. 811-22746)
- American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
- American Funds Insurance Series
- American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
- American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
- American Funds Retirement Income Portfolio Series (File No. 333-203797, File No. 811-23053)
- American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
- American Funds Strategic Bond Fund (File No. 333-207474, File No. 811-23101)
- American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
- American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
- The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
- American Funds U.S. Government Money Market Fund (File No. 333-157162, File No. 811-22277)
- American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
- American High-Income Trust (File No. 033-17917, File No. 811-05364)
- The Bond Fund of America (File No. 002-50700, File No. 811-02444)
- Capital Group Central Fund Series – Capital Group Central Cash Fund
- Capital Income Builder (File No. 033-12967, File No. 811-05085)
- Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
- Capital World Growth and Income Fund (File No. 033-54444, File No. 811-07338)
- Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
- Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
- The New Economy Fund (File No. 002-83848, File No. 811-03735)
- Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
- The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)

 

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

 

EXECUTED at Los Angeles, CA , this 1 st day of January, 2019.

(City, State)

 

 

/s/ Merit E. Janow

Merit E. Janow, Board member

 
 

POWER OF ATTORNEY

 

I, Laurel B. Mitchell, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

- American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
- American Funds Corporate Bond Fund (File No. 333-183929, File No. 811-22744)
- American Funds Emerging Markets Bond Fund (File No. 333-208636; File No. 811-23122)
- The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
- American Funds Inflation Linked Bond Fund (File No. 333-183931, File No. 811-22746)
- American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
- American Funds Insurance Series
- American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
- American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
- American Funds Retirement Income Portfolio Series (File No. 333-203797, File No. 811-23053)
- American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
- American Funds Strategic Bond Fund (File No. 333-207474, File No. 811-23101)
- American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
- American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
- The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
- American Funds U.S. Government Money Market Fund (File No. 333-157162, File No. 811-22277)
- American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
- American High-Income Trust (File No. 033-17917, File No. 811-05364)
- The Bond Fund of America (File No. 002-50700, File No. 811-02444)
- Capital Group Central Fund Series – Capital Group Central Cash Fund
- Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
- Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
- Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
- Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
- The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)
- Washington Mutual Investors Fund (File No. 002-11051, File No. 811-00604)

 

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

 

EXECUTED at Los Angeles, CA , this 1 st day of January, 2019.

(City, State)

 

 

/s/ Laurel B. Mitchell

Laurel B. Mitchell, Board member

 
 

POWER OF ATTORNEY

 

I, Margaret Spellings, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

- American Balanced Fund (File No. 002-10758, File No. 811-00066)
- American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
- American Funds Corporate Bond Fund (File No. 333-183929, File No. 811-22744)
- American Funds Developing World Growth and Income Fund (File No. 333-190913, File No. 811-22881)
- American Funds Emerging Markets Bond Fund (File No. 333-208636; File No. 811-23122)
- The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
- American Funds Inflation Linked Bond Fund (File No. 333-183931, File No. 811-22746)
- American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
- American Funds Insurance Series
- American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
- American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
- American Funds Retirement Income Portfolio Series (File No. 333-203797, File No. 811-23053)
- American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
- American Funds Strategic Bond Fund (File No. 333-207474, File No. 811-23101)
- American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
- American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
- The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
- American Funds U.S. Government Money Market Fund (File No. 333-157162, File No. 811-22277)
- American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
- American High-Income Trust (File No. 033-17917, File No. 811-05364)
- The Bond Fund of America (File No. 002-50700, File No. 811-02444)
- Capital Group Central Fund Series – Capital Group Central Cash Fund
- Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
- The Income Fund of America (File No. 002-33371, File No. 811-01880)
- Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
- International Growth and Income Fund (File No. 333-152323, File No. 811-22215)
- Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
- Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
- The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)
- Washington Mutual Investors Fund (File No. 002-11051, File No. 811-00604)

 

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

 

EXECUTED at Los Angeles, CA , this 1 st day of January, 2019.

(City, State)

 

 

/s/ Margaret Spellings

Margaret Spellings, Board member

 
 

POWER OF ATTORNEY

 

I, Alexandra Trower, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

- American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
- American Funds Corporate Bond Fund (File No. 333-183929, File No. 811-22744)
- American Funds Emerging Markets Bond Fund (File No. 333-208636; File No. 811-23122)
- The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
- American Funds Inflation Linked Bond Fund (File No. 333-183931, File No. 811-22746)
- American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
- American Funds Insurance Series
- American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
- American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
- American Funds Retirement Income Portfolio Series (File No. 333-203797, File No. 811-23053)
- American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
- American Funds Strategic Bond Fund (File No. 333-207474, File No. 811-23101)
- American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
- American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
- The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
- American Funds U.S. Government Money Market Fund (File No. 333-157162, File No. 811-22277)
- American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
- American High-Income Trust (File No. 033-17917, File No. 811-05364)
- The Bond Fund of America (File No. 002-50700, File No. 811-02444)
- Capital Group Central Fund Series – Capital Group Central Cash Fund
- Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
- Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
- Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
- Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
- The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)

 

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

 

EXECUTED at Los Angeles, CA , this 1 st day of January, 2019.

(City, State)

 

 

/s/ Alexandra Trower

Alexandra Trower, Board member

 
 

POWER OF ATTORNEY

 

I, Karl J. Zeile, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

- American Funds Corporate Bond Fund (File No. 333-183929, File No. 811-22744)
- American Funds Emerging Markets Bond Fund (File No. 333-208636; File No. 811-23122)
- The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
- American Funds Inflation Linked Bond Fund (File No. 333-183931, File No. 811-22746)
- American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
- American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
- American Funds Strategic Bond Fund (File No. 333-207474, File No. 811-23101)
- American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
- The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
- American Funds U.S. Government Money Market Fund (File No. 333-157162, File No. 811-22277)
- American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
- American High-Income Trust (File No. 033-17917, File No. 811-05364)
- The Bond Fund of America (File No. 002-50700, File No. 811-02444)
- Capital Group Central Fund Series – Capital Group Central Cash Fund
- Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
- Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
- Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
- Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
- The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)

 

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

 

EXECUTED at Los Angeles, CA , this 1 st day of January, 2019.

(City, State)

 

 

/s/ Karl J. Zeile

Karl J. Zeile, Board member

CERTIFICATE OF TRUST

OF

Capital Group Central Fund Series

 

 

This Certificate of Trust of Capital Group Central Fund Series (the "Trust") is being duly executed and filed on behalf of the Trust by the undersigned, as trustees, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. Section 3801 et seq. ) (the "Act").

 

1.        Name . The name of the trust formed hereby is Capital Group Central Fund Series.

 

2.        Registered Office; Registered Agent . The business address of the Trust’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. The name of the Trust’s registered agent at such address is The Corporation Trust Company.

 

3.        Investment Company . The Trust will be a registered investment company under the Investment Company Act of 1940, as amended.

 

4.        Series . Pursuant to Section 3806(b)(2) of the Act, the Trust shall issue one or more series of beneficial interests having the rights and preferences set forth in the governing instrument of the Trust, as the same may be amended from time to time (each a "Series").

 

5.        Notice of Limitation of Liabilities of each Series . Pursuant to Section 3804(a) of the Act, there shall be a limitation on liabilities of each Series such that (a) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Trust generally or the assets of any other Series thereof and (b) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other Series thereof shall be enforceable against the assets of such Series.

 

6.        Effective Date . This Certificate of Trust shall be effective upon filing.

 

IN WITNESS WHEREOF, the undersigned have duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

 

 

/s/ Jae Won Chung __________________

Jae Won Chung, Trustee

 

 

/s/ Steven I. Koszalka _________________

Steven I. Koszalka, Trustee

 

 

/s/ Kristine M. Nishiyama ______________

Kristine M. Nishiyama, Trustee

CAPITAL GROUP CENTRAL FUND SERIES

agreement and declaration of trust

Dated: January 1, 2019

 
 

TABLE OF CONTENTS

Page

 

ARTICLE 1 NAME, PURPOSE AND DEFINITIONS 1
Section 1.1   Name. 1
Section 1.2   Trust Purpose. 1
Section 1.3   Definitions. 2
ARTICLE 2 BENEFICIAL INTEREST 3
Section 2.1   Shares of Beneficial Interest. 3
Section 2.2   Issuance of Shares. 4
Section 2.3   Register of Shares and Share Certificates. 4
Section 2.4   Transfer of Shares 5
Section 2.5   Treasury Shares. 5
Section 2.6   Establishment of Series and Classes. 5
Section 2.7   Investment in the Trust. 6
Section 2.8   Assets and Liabilities Belonging to Series or Class. 6
Section 2.9   No Preemptive Rights. 8
Section 2.10   Conversion Rights. 8
Section 2.11   Derivative Actions. 8
Section 2.12   Fractions. 9
Section 2.13   No Appraisal Rights. 9
Section 2.14   Status of Shares. 9
Section 2.15   Shareholders. 9
ARTICLE 3 THE TRUSTEES 10
Section 3.1   Election. 10
Section 3.2   Term of Office of Trustees; Resignation and Removal. 10
Section 3.3   Vacancies and Appointment of Trustees. 11
Section 3.4   Number of Trustees. 11
Section 3.5   Effect of Death, Resignation, Etc. of a Trustee. 12
Section 3.6   Ownership of Assets of the Trust. 12
Section 3.7   Series Trustees. 12
Section 3.8   No Accounting. 13
ARTICLE 4 POWERS OF THE TRUSTEES 13
Section 4.1   Powers 13
Section 4.2   Trustees and Officers as Shareholders 18
Section 4.3   Action by the Trustees and Committees 19
Section 4.4   Chairman of the Trustees 20
Section 4.5   Principal Transactions 20
ARTICLE 5 INVESTMENT ADVISER, INVESTMENT SUB-ADVISER,  PRINCIPAL UNDERWRITER, ADMINISTRATOR, TRANSFER AGENT, CUSTODIAN AND OTHER CONTRACTORS 21
Section 5.1   Certain Contracts 21
ARTICLE 6 SHAREHOLDER VOTING POWERS AND MEETINGS 23
Section 6.1   Voting 23
Section 6.2   Notices. 24
Section 6.3   Meetings of Shareholders 24
Section 6.4   Record Date 25
Section 6.5   Notice of Meetings 25
Section 6.6   Proxies, Etc 26
Section 6.7   Action by Written Consent 26
Section 6.8   Delivery by Electronic Transmission or Otherwise 26
ARTICLE 7 DISTRIBUTIONS AND REDEMPTIONS 27
Section 7.1   Distributions. 27
Section 7.2   Redemption by Shareholder. 28
Section 7.3   Redemption by Trust 28
Section 7.4   Net Asset Value 29
Section 7.5   Power to Modify Procedures 30
ARTICLE 8 COMPENSATION, LIMITATION OF LIABILITY OF TRUSTEES 30
Section 8.1   Compensation 30
Section 8.2   Limitation of Liability 30
Section 8.3   Fiduciary Duty. 31
Section 8.4   Indemnification 33
Section 8.5   Indemnification Determinations 33
Section 8.6   Indemnification Not Exclusive 34
Section 8.7   Reliance on Experts, Etc 34
Section 8.8   No Duty of Investigation; Notice in Trust Instrument 34
Section 8.9   No Bond Required of Trustees 35
Section 8.10   Insurance 35
ARTICLE 9 MISCELLANEOUS 35
Section 9.1   Trust Not a Partnership 35
Section 9.2   Dissolution and Termination of Trust, Series or Class. 35
Section 9.3   Merger, Consolidation, Incorporation. 36
Section 9.4   Filing of Copies, References, Headings 37
Section 9.5   Applicable Law 38
Section 9.6   Amendments 39
Section 9.7   Fiscal Year 39
Section 9.8   Provisions in Conflict with Law 39
Section 9.9   Reliance by Third Parties 39

 

 

 
 

CAPITAL GROUP CENTRAL FUND Series

AGREEMENT AND DECLARATION OF TRUST

AGREEMENT AND DECLARATION OF TRUST of Capital Group Central Fund Series, a Delaware statutory trust, made as of January 19, 2018, by the undersigned Trustees.

WHEREAS, the undersigned Trustees desire to establish a trust for the investment and reinvestment of funds contributed thereto; and

WHEREAS, the Trustees desire that the beneficial interest in the trust assets be divided into transferable shares of beneficial interest, as hereinafter provided; and

WHEREAS, the Trustees declare that all money and property contributed to the trust established hereunder shall be held and managed in trust for the benefit of the holders of the shares of beneficial interest issued hereunder and subject to the provisions hereof;

NOW, THEREFORE, in consideration of the foregoing, the undersigned Trustees hereby declare that all money and property contributed to the trust hereunder shall be held and managed in trust under this Agreement and Declaration of Trust as herein set forth below.

ARTICLE 1

NAME, PURPOSE AND DEFINITIONS

Section 1.1       Name. The name of the trust established hereby is the “Capital Group Central Fund Series” and so far as may be practicable the Trustees shall conduct the Trust’s activities, execute all documents and sue or be sued under such name. However, the Trustees may at any time and from time to time select such other name for the Trust as they deem proper and the Trust may hold its property and conduct its activities under such other name. Any name change shall become effective upon the resolution of a majority of the then Trustees adopting the new name and the filing of a certificate of amendment pursuant to Section 3810(b) of the Act. Any such instrument shall not require the approval of the Shareholders, but shall have the status of an amendment to this Trust Instrument.

Section 1.2       Trust Purpose. The purpose of the Trust is to conduct, operate and carry on the business of an open-end management investment company registered under the 1940 Act. In furtherance of the foregoing, it shall be the purpose of the Trust to do everything necessary, suitable, convenient or proper for the conduct, promotion and attainment of any businesses and purposes which at any time may be incidental or may appear conducive or expedient for the accomplishment of the business of an open end management investment company registered under the 1940 Act and which may be engaged in or carried on by a trust organized under the Act, and in connection therewith the Trust shall have the power and authority to engage in the foregoing, both within and without the State of Delaware, and may exercise all of the powers conferred by the laws of the State of Delaware upon a Delaware statutory trust.

Section 1.3       Definitions. Wherever used herein, unless otherwise required by the context or specifically provided:

(a)              “1940 Act” refers to the Investment Company Act of 1940 and the rules and regulations thereunder, all as may be amended from time to time.

(b)             “Act” means the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq ., as from time to time amended.

(c)              “Advisory Board Member” shall mean a member of an “Advisory Board” as defined in Section 2(a)(1) of the 1940 Act.

(d)             “By-Laws” means the By-Laws referred to in Section 4.1(g) hereof, as from time to time amended.

(e)              The terms “Affiliated Person,” “Assignment,” “Commission,” “Interested Person” and “Principal Underwriter” shall have the meanings given them in the 1940 Act.

(f)               “Class” means any division of Shares within a Series, which Class is or has been established in accordance with the provisions of Article 2.

(g)             “Fiduciary Covered Person” has the meaning assigned in Section 8.3 hereof.

(h)             “Indemnified Person” has the meaning assigned in Section 8.4 hereof.

(i)                “Net Asset Value” means the net asset value of each Series or Class of the Trust determined in the manner provided in Section 7.4 hereof, and “Net Asset Value per Share” has the meaning assigned in Section 7.4 hereof.

(j)                “Outstanding Shares” means those Shares recorded from time to time in the books of the Trust or its transfer agent as then issued and outstanding, but shall not include Shares which have been redeemed or repurchased by the Trust and which are at the time held in the treasury of the Trust.

(k)              “Person” shall have the meaning given in Section 3801 of the Act.

(l)                “Series” means a series of Shares of the Trust established in accordance with the provisions of Section 2.6 hereof.

(m)           “Shareholder” means a record owner of Outstanding Shares of the Trust.

(n)             “Shares” means the equal proportionate transferable units of beneficial interest into which the beneficial interest of each Series of the Trust or Class thereof shall be divided and may include fractions of Shares as well as whole Shares. All references to Shares in this Trust Instrument shall be deemed to be Shares of any or all Series or Classes as the context may require.

(o)             “Trust” refers to the Delaware statutory trust established hereby and reference to the Trust, when applicable to one or more Series or Classes of the Trust, shall refer to any such Series or Class. All provisions herein relating to the Trust shall apply equally to each Series and Class of the Trust except as the context otherwise requires.

(p)             “Trustee” or “Trustees” means the person or persons who has or have signed this Trust Instrument, so long as such person or persons shall continue in office in accordance with the terms hereof, and all other persons who may from time to time be duly qualified and serving as Trustees in accordance with the provisions of Article 3 hereof, and reference herein to a Trustee or to the Trustees shall refer to the individual Trustees in their capacity as Trustees hereunder.

(q)             “Trust Instrument” means this Agreement and Declaration of Trust as the same may be amended and restated from time to time.

(r)               “Trust Property” means any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust or any Series, or by or for the account of the Trustees on behalf of the Trust or any Series.

ARTICLE 2

BENEFICIAL INTEREST

Section 2.1       Shares of Beneficial Interest. The beneficial interest in the Trust shall be divided into such transferable Shares of one or more separate and distinct Series and Classes within a Series as the Trustees shall from time to time create and establish. The number of Shares of each Series and Class authorized hereunder is unlimited. Each Share shall have no par value, unless otherwise determined by the Trustees in connection with the creation and establishment of a Series or Class. All Shares when issued hereunder on the terms determined by the Trustees, including without limitation Shares of a Series or Class issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and nonassessable.

Section 2.2       Issuance of Shares.

(a)              The Trustees in their discretion may, from time to time, without vote of the Shareholders, issue Shares of each Series and Class to such party or parties and for such amount and type of consideration (or for no consideration if pursuant to a Share dividend or split-up or otherwise as determined by the Trustees), subject to applicable law, including cash or securities (including Shares of a different Series or Class), at such time or times and on such terms as the Trustees may deem appropriate, and may in such manner acquire other assets (including the acquisitions of assets subject to, and in connection with, the assumption of liabilities) and businesses. In connection with any issuance of Shares, the Trustees may issue fractional Shares and Shares held in the treasury. The Trustees may from time to time divide or combine the Shares into a greater or lesser number without thereby materially changing the proportionate beneficial interests in the Trust or any Series or Class.

(b)             Any Trustee, officer or other agent of the Trust, and any organization in which any such person is interested, may acquire, own, hold and dispose of Shares of any Series or Class of the Trust to the same extent as if such person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares of any Series or Class from any such person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of Shares of such Series or Class generally.

Section 2.3       Register of Shares and Share Certificates. A register shall be kept at the principal office of the Trust or an office of one or more transfer agents which shall contain the names and addresses of the Shareholders of each Series and Class, the number of Shares of that Series and Class thereof held by them respectively and a record of all transfers thereof. As to Shares for which no certificate has been issued, such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or other distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or other distribution, nor to have notice given to him as herein or in the By-Laws provided, until he has given his address to the transfer agent or such other officer or agent of the Trust as shall keep the said register for entry thereon. The Trustees shall have no obligation to, but in their discretion may, authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use. If one or more share certificates are issued, whether in the name of a Shareholder or a nominee, such certificate or certificates shall constitute evidence of ownership of the Shares evidenced thereby for all purposes, including transfer, assignment or sale of such Shares, subject to such limitations as the Trustees may, in their discretion, prescribe.

Section 2.4       Transfer of Shares . Except as otherwise provided by the Trustees, Shares shall be transferable on the records of the Trust only by the record holder thereof or by his agent thereunto duly authorized in writing, upon delivery to the Trustees or the Trust’s transfer agent of a duly executed instrument of transfer, together with a Share certificate, if one is outstanding, and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery the transfer shall be recorded on the register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer.

Section 2.5       Treasury Shares. The Trustees may hold as treasury Shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series or Class reacquired by the Trust. Shares held in the treasury shall, until reissued pursuant to Section 2.2 hereof, not confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. Any Shares held in treasury shall not be canceled unless the Trustees decide otherwise.

Section 2.6       Establishment of Series and Classes.

(a)              The Trustees shall be authorized, without obtaining any prior authorization or vote of the Shareholders of any Series or Class of the Trust, to establish and designate and to change in any manner any initial or additional Series or Classes and to fix such preferences, voting powers (or lack thereof), rights and privileges of such Series or Classes as the Trustees may from time to time determine, including without limitation, the fees associated with such additional Series or Classes, to divide or combine the Shares or any Series or Classes into a greater or lesser number, to classify or reclassify any issued or unissued Shares or any Series or Classes into one or more Series or Classes of Shares, to redeem or abolish any outstanding Series or Class of Shares, and to take such other action with respect to the Shares as the Trustees may deem desirable. Unless another time is specified by the Trustees, the establishment and designation of any Series or Class shall be effective upon the adoption of a resolution by the Trustees setting forth such establishment and designation and the preferences, powers, rights and privileges of the Shares of such Series or Class, whether directly in such resolution or by reference to, or approval of, another document that sets forth such relative rights and preferences of such Series or Class including, without limitation, any registration statement of the Trust, or as otherwise provided in such resolution. The Trust may issue any number of Shares of each Series or Class.

(b)             Subject to the distinctions permitted among Classes of Shares of the Trust or of Classes of the same Series, as established by the Trustees consistent with the requirements of the 1940 Act or as otherwise provided in the instrument designating and establishing any Class or Series, each Share of the Trust (or Series, as applicable) shall represent an equal beneficial interest in the net assets of the Trust (or such Series), and each holder of Shares of the Trust (or a Series) shall be entitled to receive such holder’s pro rata share of distributions of income and capital gains, if any, made with respect thereto. Upon redemption of the Shares of any Series or upon the liquidation and termination of a Series, the applicable Shareholder shall be paid solely out of the funds and property of such Series.

(c)              Without limiting the authority of the Trustees set forth in this Section to establish and designate any further Series or Classes, the Trustees hereby establish and designate the following Series and Class of Shares of the Trust: Capital Group Central Fund Series and Class M.

Section 2.7       Investment in the Trust. The Trustees may accept investments in any Series of the Trust or Class, if the Series has been divided into Classes, from such persons and on such terms as they may from time to time authorize. At the Trustees’ discretion, such investments, subject to applicable law, may be in the form of cash or securities in which the affected Series is authorized to invest, valued as provided herein. Unless the Trustees otherwise determine, investments in a Series shall be credited to each Shareholder’s account in the form of full Shares at the Net Asset Value per Share next determined after the investment is received. Without limiting the generality of the foregoing, the Trustees may (a) fix the Net Asset Value per Share of the initial capital contribution to the Trust or any Series or Class thereof, (b) impose sales or other charges upon investments in the Trust or any Series or any Class thereof or (c) issue fractional Shares. The Trustees may authorize any distributor, principal underwriter, custodian, transfer agent or other Person to accept orders for the purchase of Shares that conform to such authorized terms and to reject any purchase orders for Shares whether or not conforming to such authorized terms. The Trustees and any Person authorized by them shall have the right to refuse to accept any investment in the Trust or any Series or any Class thereof without any cause or reason.

Section 2.8       Assets and Liabilities Belonging to Series or Class .

(a)              Separate and distinct records shall be maintained by the Trust for each Series. All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall be held in such separate and distinct records (directly or indirectly, including through a nominee or otherwise) and accounted for in such separate and distinct records separately from the other assets of the Trust and of every other Series and may be referred to herein as “assets belonging to” that Series. The assets belonging to a particular Series shall belong to that Series for all purposes, and to no other Series, subject only to the rights of creditors of that Series. In addition, any assets, income, earnings, profits or funds, or payments and proceeds with respect thereto, which are not readily identifiable as belonging to any particular Series shall be allocated by the Trustees between and among one or more of the Series in such manner as the Trustees deem fair and equitable. If there are Classes of Shares within a Series, the assets belonging to the Series shall be further allocated to each Class in the proportion that the “assets belonging to” the Class (calculated in the same manner as with determination of “assets belonging to” the Series) bears to the assets of all Classes within the Series. Each such allocation shall be conclusive and binding upon the Shareholders of all Series and Classes for all purposes, and such assets, income, earnings, profits or funds, or payments and proceeds with respect thereto shall be assets belonging to that Series or Class, as the case may be. The assets belonging to a particular Series and Class shall be so recorded upon the books of the Trust and shall be held by the Trustees in trust for the benefit of the holders of Shares of that Series or Class, as the case may be.

(b)             The assets belonging to each Series shall be charged with the liabilities of that Series and all expenses, costs, charges and reserves attributable to that Series. Any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series shall be allocated and charged by the Trustees between or among any one or more of the Series in such manner as the Trustees deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series for all purposes. The liabilities, expenses, costs, charges and reserves allocated and so charged to a Series are herein referred to as “liabilities belonging to” that Series. Except as provided in the next two sentences or otherwise required or permitted by applicable law, the liabilities belonging to such Series shall be allocated to each Class of a Series in the proportion that the assets belonging to such Class bear to the assets belonging to all Classes in the Series. To the extent permitted by Section 3804(a) of the Act or other applicable law, the Trustees may allocate all or a portion of any liabilities belonging to a Series to a particular Class or Classes as the Trustees may from time to time determine is appropriate. In addition, all liabilities, expenses, costs, charges and reserves belonging to a Class shall be allocated to such Class.

(c)              Without limitation of the foregoing provisions of this Section 2.8, but subject to the right of the Trustees in their discretion to allocate general liabilities, expenses, costs, charges or reserves as herein provided, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets belonging to such Series only, and not against the assets of the Trust generally or any other Series. Notice of this limitation on inter-Series liabilities shall be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Act, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Act relating to limitations on inter-Series liabilities (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each Series. Any Person extending credit to, contracting with or having any claim against the Trust with respect to a particular Series may satisfy or enforce any debt, liability, obligation or expense incurred, contracted for or otherwise existing with respect to that Series from the assets of that Series only. No Shareholder or former Shareholder of any Series shall have a claim on or any right to any assets allocated or belonging to any other Series.

(d)             If, notwithstanding the provisions of this Section, any liability properly charged to a Series or Class is paid from the assets of another Series or Class, the Series or Class from the assets of which the liability was paid shall be reimbursed from the assets of the Series or Class to which such liability belonged.

Section 2.9       No Preemptive Rights. Unless the Trustees decide otherwise, Shareholders shall have no preemptive or other similar rights to subscribe to any additional Shares or other securities issued by the Trust, whether of the same or of another Series or Class.

Section 2.10   Conversion Rights. The Trustees shall have the authority to provide from time to time that the holders of Shares of any Series or Class shall have the right to convert or exchange said Shares for or into Shares of one or more other Series or Classes or for interests in one or more other trusts, corporations, or other business entities (or a series or class of any of the foregoing) in accordance with such requirements and procedures as may be established by the Trustees from time to time.

Section 2.11   Derivative Actions.

(a)              No Person, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or Class. No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class unless holders of at least twenty percent (20%) of the outstanding Shares of such Series or Class join in the bringing of such action.

(b)             In addition to the requirements set forth in Section 3816 of the Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action are not “independent trustees” (as that term is defined in the Act); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, and the Trustees shall be entitled to retain counsel or other advisers in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers in the event that the Trustees determine not to bring such action.

Section 2.12   Fractions. Except as otherwise determined by the Trustees, any fractional Share of any Series or Class, if any such fractional Share is outstanding, shall carry proportionately all the rights and obligations of a whole Share of that Series or Class, including rights and obligations with respect to voting, receipt of dividends and distributions, redemption of Shares, and liquidation of the Trust.

Section 2.13   No Appraisal Rights. Shareholders shall have no right to demand payment for their Shares or to any other rights of dissenting Shareholders in the event the Trust participates in any transaction which would give rise to appraisal or dissenters’ rights by a stockholder of a corporation organized under the General Corporation Law of the State of Delaware or would otherwise give rise to such appraisal or dissenters’ rights.

Section 2.14   Status of Shares. Shares shall be deemed to be personal property giving Shareholders only the rights provided in this instrument. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to be bound by the terms hereof. The death of a Shareholder during the continuance of the Trust or any Series or Class thereof shall not operate to dissolve or terminate the Trust or any Series or Class nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but shall entitle such representative only to the rights of said decedent under this Trust Instrument. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust Property or to any right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders partners.

Section 2.15   Shareholders.

(a)              No Shareholder of the Trust or of any Series or Class shall be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Trust or by or on behalf of any Series or Class. The Trustees shall have no power to bind any Shareholder personally or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay pursuant to terms hereof or by way of subscription for any Shares or otherwise.

(b)             If any Shareholder or former Shareholder of the Trust or any Series or Class shall be held to be personally liable solely by reason of his being or having been a Shareholder thereof and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets belonging to the applicable Series or Class to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on behalf of the affected Series, may, at its option, assume the defense of any claim made against the Shareholder for any act or obligation of the Series or Class and satisfy any judgment thereon from the assets of the Series or Class. The indemnification and reimbursement required by the preceding sentence shall be made only out of assets of the one or more Series or Classes whose Shares were held by said Shareholder at the time the act or event occurred which gave rise to the claim against or liability of said Shareholder. The rights accruing to a Shareholder under this Section shall not impair any other right to which such Shareholder may be lawfully entitled, nor shall anything herein contained restrict the right of the Trust or any Series or Class thereof to indemnify or reimburse a Shareholder in any appropriate situation even though not specifically provided herein. Neither the Trust nor the applicable Series or Class shall be responsible for satisfying any obligation arising from such a claim that has been settled by the Shareholder without prior written notice to the Trust and consent of the Trust to settle the claim.

ARTICLE 3

THE TRUSTEES

Section 3.1       Election. Except for the Trustees named herein or appointed pursuant to Section 3.7 hereof, or Trustees appointed to fill vacancies pursuant to Section 3.3 hereof, the Trustees shall be elected by the Shareholders in accordance with this Trust Instrument and the 1940 Act.

Section 3.2       Term of Office of Trustees; Resignation and Removal.

(a)              Each Trustee shall hold office during the existence of this Trust, and until its termination as herein provided unless such Trustee resigns or is removed as provided herein. Any Trustee may resign by notice to the Chairman, if any, the Vice Chairman, if any, the President or the Secretary and such resignation shall be effective upon such notice, or at a later date specified by such Trustee.

(b)             Any of the Trustees may be removed with or without cause by the affirmative vote of the Shareholders of two thirds (2/3) of the Shares, or with cause by the action of two thirds (2/3) of the remaining Trustees (provided the aggregate number of Trustees, after such removal and after giving effect to any appointment made to fill the vacancy created by such removal, shall not be less than the number required by Section 3.4 hereof). Removal with cause shall include, but not be limited to, the removal of a Trustee due to physical or mental incapacity.

(c)              Upon the resignation or removal of a Trustee, or his otherwise ceasing to be a Trustee, he shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property held in the name of the resigning or removed Trustee. Upon the death of any Trustee or upon removal or resignation due to any Trustee’s incapacity to serve as trustee, his legal representative shall execute and deliver on his behalf such documents as the remaining Trustees shall require as provided in the preceding sentence.

(d)             Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following the effective date of his resignation or removal, or any right to damages on account of a removal.

(e)              The Trustees, by resolution of a majority of Trustees, may adopt or amend a retirement policy for the Trustees of the Trust. Any such policy shall be binding on each Trustee unless waived by a majority of the other Trustees.

Section 3.3       Vacancies and Appointment of Trustees.

(a)              A vacancy shall occur if a Trustee dies, resigns, retires, is removed or is incapacitated, or a Trustee is otherwise unable to serve, or the number of Trustees is increased. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustee or Trustees shall fill such vacancy by appointing such other person as such Trustee or Trustees in their discretion shall see fit consistent with the limitations under the 1940 Act, unless such Trustee or Trustees determine, in accordance with Section 3.4, to decrease the number of Trustees.

(b)             An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur at a later date.

(c)              An appointment of a Trustee shall be effective upon the acceptance of the person so appointed to serve as trustee, except that any such appointment in anticipation of a vacancy shall become effective at or after the date such vacancy occurs.

Section 3.4       Number of Trustees. The number of Trustees as of the date of this Trust Instrument is thirteen (13). The Trustees serving as such from time to time may, by resolution of a majority thereof, increase or decrease the number of Trustees, provided, however, that the number of Trustees shall not be decreased to less than three (3). No decrease in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of such Trustee’s term, but the number of Trustees may be decreased in conjunction with the removal of a Trustee in accordance with Section 3.2(b).

Section 3.5       Effect of Death, Resignation, Etc. of a Trustee. The death, resignation, retirement, removal, incapacity, or inability of the Trustees, or any one of them, shall not operate to terminate the Trust or any Series or to revoke any existing trust or agency created pursuant to the terms of this Trust Instrument.

Section 3.6       Ownership of Assets of the Trust.

(a)              Legal title to all of the Trust Property shall at all times be vested in the Trust as a separate legal entity, except that the Trustees may cause legal title to any Trust Property to be held by, or in the name of, one or more of the Trustees acting for and on behalf of the Trust, or in the name of any Person as nominee acting for and on behalf of the Trust. No Shareholder shall be deemed to have a severable ownership interest in any individual asset of the Trust or of any Series or Class, or any right of partition or possession thereof, but each Shareholder shall have, except as otherwise provided for herein, a proportionate undivided beneficial interest in each Series or Class of Shares which are owned by such Shareholder. The Trust, or at the determination of the Trustees, one or more of the Trustees or a nominee acting for and on behalf of the Trust, shall be deemed to hold legal title and beneficial ownership of any income earned on securities held by the Trust which have been issued by any business entities formed, organized, or existing under the laws of any jurisdiction, including the laws of any foreign country.

(b)             If title to any part of the Trust Property is vested in one or more Trustees, the right, title and interest of the Trustees in the Trust Property shall vest automatically in each person who may hereafter become a Trustee upon his due election and qualification. Upon the resignation, removal, death or incapacity of a Trustee he shall automatically cease to have any right, title or interest in any of the Trust Property, and the right, title and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. To the extent permitted by law, such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered.

Section 3.7       Series Trustees. In connection with the establishment of one or more Series or Classes, the Trustees establishing such Series or Class may appoint, to the extent permitted by the 1940 Act, separate Trustees with respect to such Series or Classes (the “Series Trustees”). Series Trustees may, but are not required to, serve as Trustees of the Trust of any other Series or Class of the Trust. To the extent provided by the Trustees in the appointment of Series Trustees, the Series Trustees may have, to the exclusion of any other Trustee of the Trust, all the powers and authorities of Trustees hereunder with respect to such Series or Class, but may have no power or authority with respect to any other Series or Class (unless the Trustees permit such Series Trustees to create new Classes within such Series). Any provision of this Trust Instrument relating to election of Trustees by Shareholders shall entitle only the Shareholders of a Series or Class for which Series Trustees have been appointed to vote with respect to the election of such Trustees and the Shareholders of any other Series or Class shall not be entitled to participate in such vote. If Series Trustees are appointed, the Trustees initially appointing such Series Trustees may, without the approval of any Outstanding Shares, amend either this Trust Instrument or the By-Laws to provide for the respective responsibilities of the Trustees and the Series Trustees in circumstances where an action of the Trustees or Series Trustees affects all Series and Classes of the Trust or two or more Series or Classes represented by different Trustees.

Section 3.8       No Accounting. Except to the extent required by the 1940 Act or, if determined to be necessary or appropriate by the other Trustees under circumstances which would justify his removal for cause, no person ceasing to be a Trustee for reasons including, but not limited to, death, resignation, retirement, removal or incapacity (nor the estate of any such person) shall be required to make an accounting to the Shareholders or remaining Trustees upon such cessation.

ARTICLE 4

POWERS OF THE TRUSTEES

Section 4.1       Powers . The Trustees shall manage or direct the management of the Trust Property and the business of the Trust with full powers of delegation except as may be prohibited by this Trust Instrument. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any foreign jurisdiction and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things or instruments are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Trust Instrument, the presumption shall be in favor of a grant of power to the Trustees. The enumeration of any specific power in this Trust Instrument shall not be construed as limiting the aforesaid power. The powers of the Trustees may be exercised in their sole discretion in accordance with Section 8.3(c) hereof (except as otherwise required by the 1940 Act) and without order of or resort to any court. Without limiting the foregoing and subject to any applicable limitation in this Trust Instrument, the Trustees shall have power and authority to cause the Trust (or to act on behalf of the Trust):

(a)              To invest and reinvest cash, to hold cash uninvested, and to subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, write options on, lend or otherwise deal in or dispose of contracts for the future acquisition or delivery of fixed income or other securities, and securities of every nature and kind, including, but not limited to, all types of bonds, debentures, stocks, negotiable or non-negotiable instruments, obligations, evidences of indebtedness, certificates of deposit or indebtedness, commercial paper, repurchase agreements, bankers’ acceptances, and other securities and financial instruments of any kind, including without limitation futures contracts and options on such contracts, issued, created, guaranteed, or sponsored by any and all Persons, including the United States of America, any foreign government, and all states, territories, and possessions of the United States of America or any foreign government and any political subdivision, agency, or instrumentality thereof, or by any bank or savings institution, or by any corporation or organization organized under the laws of the United States or of any state, territory, or possession thereof, or by any corporation or organization organized under any foreign law, or in “when issued” contracts for any such securities, to change the investments of the assets of the Trust, and to exercise any and all rights, powers, and privileges of ownership or interest and to fulfill any and all obligations in respect of any and all such investments of every kind and description, including the right to consent and otherwise act with respect thereto, with power to designate one or more persons to exercise any of said rights, powers, and privileges in respect of any of said instruments;

(b)             To enter into contracts of any kind and description, including swaps and other types of derivative contracts;

(c)              To purchase, sell and hold currencies and enter into contracts for the future purchase or sale of currencies, including but not limited to forward foreign currency exchange contracts;

(d)             To issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, exchange, and otherwise deal in Shares and, subject to the provisions set forth in Article 2 and Article 7, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the Trust, or the particular Series or Class of the Trust, with respect to which such Shares are issued;

(e)              To borrow funds or other property and in this connection issue notes or other evidence of indebtedness; to secure borrowings by mortgaging, pledging or otherwise subjecting as security the Trust Property; to endorse, guarantee, or undertake the performance of an obligation, liability or engagement of any Person and to lend or pledge Trust Property or any part thereof to secure any or all of such obligations;

(f)               To provide for the distribution of interests of the Trust either through a Principal Underwriter in the manner hereinafter provided for or by the Trust itself, or both, or otherwise pursuant to a plan of distribution of any kind;

(g)             To adopt By-Laws not inconsistent with this Trust Instrument providing for the conduct of the business of the Trust and to amend and repeal them to the extent that they do not reserve that right to the Shareholders, which By-Laws shall be deemed a part of this Trust Instrument and are incorporated herein by reference;

(h)             To appoint and terminate such officers, employees, agents and contractors as they consider appropriate, any of whom may be a Trustee, and to provide for the compensation of all of the foregoing;

(i)                To set record dates (or delegate the power to so do) in the manner provided herein or in the By-Laws;

(j)                To delegate such of the Trustees’ power and authority hereunder (which delegation may include the power to subdelegate) as they consider desirable to any officers of the Trust and to any investment adviser, manager, administrator, custodian, underwriter or other agent or independent contractor, and to employ auditors, counsel or other agents of the Trust;

(k)              To join with other holders of any securities or debt instruments in acting through a committee, depository, voting trustee or otherwise, and in that connection to deposit any security or debt instrument with, or transfer any security or debt instrument to, any such committee, depository or trustee, and to delegate to them such power and authority with relation to any security or debt instrument (whether or not so deposited or transferred) as the Trustees shall deem proper and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or trustee as the Trustees shall deem proper;

(l)                To enter into joint ventures, general or limited partnerships and any other combinations or associations;

(m)           To pay pensions for faithful service, as deemed appropriate by the Trustees, and to adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust;

(n)             To the extent permitted by law, indemnify any Person with whom the Trust or any Series or Class has dealings;

(o)             To engage in and to prosecute, defend, compromise, abandon, or adjust by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims and demands relating to the Trust, and out of the assets of the Trust or the applicable Series or Class thereof to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include without limitation the power of the Trustees or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any Person, including a Shareholder in its own name or the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust;

(p)             To purchase and pay for entirely or partially out of Trust Property such insurance as they may deem necessary or appropriate for the conduct of the business of the Trust, including, without limitation, insurance policies insuring the Trust Property and payment of distributions and principal on its investments, and insurance policies insuring the Shareholders, Trustees, officers, representatives, Advisory Board Members, employees, agents, investment advisers, managers, administrators, custodians, underwriters, or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such Person in such capacity, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such Person against such liability;

(q)             To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities, debt instruments or property; and to execute and deliver powers of attorney to such Person or Persons as the Trustees shall deem proper, granting to such Person or Persons such power and discretion with relation to securities, debt instruments or property as the Trustees shall deem proper;

(r)               To hold any security or property in a form not indicating any trust, whether in bearer, book entry, unregistered or other negotiable form; or either in the name of the Trustees or of the Trust or in the name of a custodian, subcustodian or other depository or a nominee or nominees or otherwise;

(s)              To establish separate and distinct Series with separately defined investment objectives and policies and distinct investment purposes in accordance with the provisions of Article 2 hereof and to establish Classes thereof having relative rights, powers and duties as they may provide consistent with applicable law;

(t)               To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation, issuer or concern, any security or debt instrument of which is held by the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation, issuer or concern; and to pay calls or subscriptions with respect to any security or debt instrument held in the Trust;

(u)             To make distributions of income and of capital gains to Shareholders in the manner herein provided;

(v)              To establish, from time to time, a minimum investment for Shareholders in the Trust or in one or more Series or Classes, and to require the redemption of the Shares of any Shareholders whose investment is less than such minimum in accordance with Section 7.3 hereof;

(w)            To cause each Shareholder, or each Shareholder of any particular Series or Class, to pay directly, in advance or arrears, for charges of the Trust’s custodian or transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder;

(x)              To establish one or more committees, to delegate any powers of the Trustees to such committees and to adopt a committee charter providing for such responsibilities, membership (including Trustees, officers or other agents of the Trust) and other characteristics of such committees as the Trustees may deem proper. Notwithstanding the provisions of this Article 4, and in addition to such provisions or any other provision of this Trust Instrument or of the By-Laws, the Trustees may by resolution appoint a committee consisting of fewer than the whole number of the Trustees then in office, which committee may be empowered to act for and bind the Trustees and the Trust, as if the acts of such committee were the acts of all the Trustees then in office, with respect to any matter including the institution, prosecution, dismissal, settlement, review or investigation of any action, suit or proceeding that may be pending or threatened to be brought before any court, administrative agency or other adjudicatory body;

(y)              To interpret the investment policies, practices or limitations of the Trust or of any Series or Class;

(z)              To establish a registered office and have a registered agent in the State of Delaware;

(aa)          To pay or cause to be paid out of the principal or income of the Trust, or partly out of the principal and partly out of income, as they deem fair, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust, or in connection with the management thereof, including, but not limited to, the Trustees’ compensation and such expenses and charges for the services of the Trust’s officers, employees, Advisory Board Members, Trustees emeritus, investment adviser or manager, Principal Underwriter, auditors, counsel, custodian, transfer agent, shareholder servicing agent, and other agents or independent contractors and such other expenses and charges as the Trustees may deem necessary or proper to incur, which expenses, fees, charges, taxes and liabilities shall be allocated in accordance with the terms of this Trust Instrument;

(bb)         To invest part or all of the Trust Property (or part or all of the assets of any Series), or to dispose of part or all of the Trust Property (or part or all of the assets of any Series) and invest the proceeds of such disposition, in interests issued by one or more other investment companies or pooled portfolios, each of which may (but need not) be a trust (formed under the laws of any state or jurisdiction) which is classified as a partnership for federal income tax purposes, including investment by means of transfer of part or all of the Trust Property in exchange for an interest or interests in such one or more investment companies or pooled portfolios, all without any requirement of approval by Shareholders;

(cc)           To select or to authorize one or more persons to select brokers, dealers, futures commission merchants, banks or any agents or other entities, as appropriate, with which to effect transactions in securities and other instruments or investments;

(dd)         In general, to carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers; and

(ee)          To appoint one or more Advisory Board Members to serve the role provided for in Section 2(a)(1) of the 1940 Act and to cause the Trust to pay compensation to such persons for serving in such capacity.

The foregoing clauses shall be construed both as objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Trustees. Any action by one or more of the Trustees in his or their capacity as such hereunder shall be deemed an action on behalf of the Trust or the applicable Series or Class, and not an action in an individual capacity.

No one dealing with the Trustees shall be under any obligation to make any inquiry concerning the authority of the Trustees, or to see to the application of any payments made or property transferred to the Trustees or upon their order.

Section 4.2       Trustees and Officers as Shareholders . Any Trustee, officer or other agent of the Trust may acquire, own and dispose of Shares to the same extent as if such person were not a Trustee, officer or agent; and the Trustees may issue and sell or cause to be issued and sold Shares to and buy such Shares from any such person or any firm or company in which such person invested, subject to the general limitations herein contained as to the sale and purchase of such Shares.

Section 4.3       Action by the Trustees and Committees . Meetings of the Trustees shall be held from time to time within or without the State of Delaware upon the call of the Chairman, if any, the Vice Chairman, if any, the President, the Principal Executive Officer, the Secretary, an Assistant Secretary or any two Trustees. No annual meeting of Trustees shall be required.

(a)              Regular meetings of the Trustees may be held without call or notice at a time and place fixed by the By-Laws or by resolution of the Trustees. Notice of any other meeting shall be given not later than 48 hours preceding the meeting by United States mail or by electronic mail or other electronic transmission to each Trustee at his residence or business address or email address as set forth in the records of the Trust or otherwise given personally not less than 24 hours before the meeting but may be waived in writing, including by electronic mail, by any Trustee either before or after such meeting. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting except when a Trustee attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

(b)             A quorum for all meetings of the Trustees shall be one third of the total number of Trustees, but no less than two Trustees. Unless provided otherwise in this Trust Instrument or otherwise required by the 1940 Act, any action of the Trustees may be taken at a meeting by vote of a majority of the Trustees present (a quorum being present) or without a meeting by written consent of a majority of the Trustees, which written consent shall be filed with the minutes of proceedings of the Trustees. Written consent may be evidenced by electronic mail or other electronic transmission from the Trustee giving such consent. If there be less than a quorum present at any meeting of the Trustees, a majority of those present may adjourn the meeting until a quorum shall have been obtained.

(c)              Any committee of the Trustees, including an executive committee, if any, may act with or without a meeting. A quorum for all meetings of any such committee shall be two or more of the members thereof, unless the Trustees shall provide otherwise or if the committee consists of only one member. Unless provided otherwise in this Trust Instrument, any action of any such committee may be taken at a meeting by vote of a majority of the members present (a quorum being present) or without a meeting by written consent of a majority of the members, which written consent shall be filed with the minutes of proceedings of such committee. Written consent may be evidenced by electronic mail or other electronic transmission from the Trustee giving such consent.

(d)             With respect to actions of the Trustees and any committee of the Trustees, Trustees who are Interested Persons of the Trust or are otherwise interested in any action to be taken may be counted for quorum purposes under this Section 4.3 and shall be entitled to vote to the extent permitted by the 1940 Act.

(e)              All or any one or more Trustees may participate in a meeting of the Trustees or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to such communications system shall constitute presence in person at such meeting, unless the 1940 Act specifically requires the Trustees to act “in person,” in which case such term shall be construed consistent with Commission or staff releases or interpretations.

Section 4.4       Chairman of the Trustees . The Trustees may appoint one of their number to be Chairman of the Trustees who shall preside at all meetings of the Trustees at which he is present. The Chairman may be (but is not required to be) the chief executive officer of the Trust, but shall not be an officer of the Trust solely by virtue of being appointed Chairman. The Chairman shall have such responsibilities as may be determined by the Trustees from time to time. The Trustees may elect Co-Chairmen or Vice Chairmen of the Board. In the absence of the Chairman, another Trustee shall be designated by the Trustees to preside over the meeting of the Trustees, to set the agenda for the meeting and to perform the other responsibilities of the Chairman in his absence.

Section 4.5       Principal Transactions . Except to the extent prohibited by applicable law, the Trustees may, on behalf of the Trust, buy any securities from or sell any securities to, or lend any assets of the Trust to, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member acting as principal, or have any such dealings with any Affiliated Person of the Trust, investment adviser, investment sub-adviser, distributor or transfer agent for the Trust or with any Interested Person of such Affiliated Person or other Person; and the Trust may employ any such Affiliated Person or other Person, or firm or company in which such Affiliated Person or other Person is an Interested Person, as broker, legal counsel, registrar, investment adviser, investment sub-adviser, distributor, transfer agent, dividend disbursing agent, custodian or in any other capacity upon customary terms. 

ARTICLE 5

INVESTMENT ADVISER, INVESTMENT SUB-ADVISER,
PRINCIPAL UNDERWRITER, ADMINISTRATOR, TRANSFER AGENT,
CUSTODIAN AND OTHER CONTRACTORS

Section 5.1       Certain Contracts . Subject to compliance with the provisions of the 1940 Act, but notwithstanding any limitations of present and future law or custom in regard to delegation of powers by trustees generally, the Trustees may, at any time and from time to time and without limiting the generality of their powers and authority otherwise set forth herein, enter into, modify, amend, supplement, assign or terminate one or more contracts with, and pay compensation to, any one or more corporations, trusts, associations, partnerships, limited partnerships, other type of organizations, or individuals to provide for the performance and assumption of some or all of the following services, duties and responsibilities to, for or of the Trust and/or the Trustees, and to provide for the performance and assumption of such other services, duties and responsibilities in addition to those set forth below as the Trustees may determine to be appropriate:

(a)              Investment Adviser and Investment Sub-Adviser . The Trustees may in their discretion, from time to time, enter into an investment advisory or management contract or contracts with respect to the Trust or any Series whereby the other party or parties to such contract or contracts shall undertake to furnish the Trust with such management, investment advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions, as the Trustees may in their discretion determine. Notwithstanding any other provision of this Trust Instrument, the Trustees may authorize any investment adviser (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities, other investment instruments of the Trust, or other Trust Property on behalf of the Trustees, or may authorize any officer, employee, agent, or Trustee to effect such purchases, sales or exchanges pursuant to recommendations of the investment adviser (and all without further action by the Trustees). Any such purchases, sales and exchanges shall be deemed to have been authorized by the Trustees.

The Trustees may authorize, subject to applicable requirements of the 1940 Act, the investment adviser to employ, from time to time, one or more sub-advisers to perform such of the acts and services of the investment adviser, and upon such terms and conditions, as may be agreed upon between the investment adviser and sub-adviser. Any reference in this Trust Instrument to the investment adviser shall be deemed to include such sub-advisers, unless the context otherwise requires.

(b)             Principal Underwriter . The Trustees may in their discretion from time to time enter into an exclusive or non-exclusive underwriting contract or contracts providing for the sale of Shares for any one or more of its Series or Classes or other securities to be issued by the Trust, including a contract whereby the Trust may either agree to sell Shares or other securities to the other party to the contract or appoint such other party its sales agent for such Shares or other securities. In either case, the contract may also provide for the repurchase or sale of Shares or other securities by such other party as principal or as agent of the Trust.

(c)              Administrator . The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties shall undertake to furnish the Trust with administrative services. The contract or contracts shall be on such terms and conditions as the Trustees may in their discretion determine.

(d)             Transfer Agent . The Trustees may in their discretion from time to time enter into one or more transfer agency and Shareholder service contracts whereby the other party or parties shall undertake to furnish the Trust with transfer agency and Shareholder services. The contract or contracts shall be on such terms and conditions as the Trustees may in their discretion determine.

(e)              Administrative Service and Distribution Plans . The Trustees may, on such terms and conditions as they may in their discretion determine, adopt one or more plans pursuant to which compensation may be paid directly or indirectly by the Trust for Shareholder servicing, administration and/or distribution services with respect to one or more Series or Classes including without limitation, plans subject to Rule 12b-1 under the 1940 Act, and the Trustees may enter into agreements pursuant to such plans.

(f)               Fund Accounting . The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties undertakes to handle all or any part of the Trust’s accounting responsibilities, whether with respect to the Trust’s properties, Shareholders or otherwise.

(g)             Custodian and Depository . The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties undertakes to act as depository for and to maintain custody of the property of the Trust or any Series or Class and accounting records in connection therewith.

(h)             Parties to Contract . Any contract described in this Article 5 may be entered into with any corporation, firm, partnership, trust or association, although one or more of the Trustees or officers of the Trust may be an officer, director, trustee, shareholder, or member of such other party to the contract, and no such contract shall be invalidated or rendered void or voidable by reason of the existence of any relationship, nor shall any person holding such relationship be disqualified from voting on or executing the same in his capacity as Shareholder and/or Trustee, nor shall any Person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, provided that the contract when entered into was not inconsistent with the provisions of this Article 5. The same Person (including a firm, corporation, partnership, trust, or association) may be the other party to contracts entered into pursuant to this Article 5, and any individual may be financially interested or otherwise affiliated with persons who are parties to any or all of the contracts mentioned in this Section 5.1.

ARTICLE 6

SHAREHOLDER VOTING POWERS AND MEETINGS

Section 6.1       Voting .

(a)              The Shareholders shall have power to vote only: (i) for the election of one or more Trustees in order to comply with the provisions of the 1940 Act (including Section 16(a) thereof), (ii) for the removal of Trustees in accordance with Section 3.2(b) hereof, (iii) on certain amendments to this Trust Instrument enumerated in Section 9.6 hereof, (iv) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, or (v) as the Trustees may consider necessary or desirable.

(b)             On each matter submitted to a vote of Shareholders, unless the Trustees determine otherwise, all Shares of all Series and Classes shall vote together as a single class; provided, however, that: as to any matter (i) with respect to which a separate vote of one or more Series or Classes is required by the 1940 Act or by action of the Trustees in establishing and designating the Series or Class(es), such requirements as to a separate vote by such Series or Class(es) shall apply in lieu of all Shares of all Series and Classes voting together, and (ii) which does not affect the interests of a particular Series or Class, only the holders of Shares of the one or more affected Series or Classes shall be entitled to vote. In general, each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote; provided, however, on any matter submitted to a vote of Shareholders, the Trustees may determine, without the vote or consent of Shareholders (except as required by the 1940 Act), that each dollar of Net Asset Value (number of Shares owned times Net Asset Value per Share of the Trust, if no Series shall have been established, or of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Laws or as determined by the Trustees. A proxy may be given in writing, electronically, by telephone, by telecopy, or in any other manner provided for in the By-Laws or as determined by the Trustees. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Trust Instrument or any of the By-Laws of the Trust to be taken by Shareholders. A Shareholder may authorize another Person or Persons to act for such Shareholder as proxy by transmitting or authorizing in writing, electronically, by telephone, by telecopy or other electronic transmission to the Person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the Person who will be the holder of the proxy to receive such transmission, provided that any such writing or other transmission must either set forth or be submitted with information from which it can be determined that the writing or other transmission was authorized by the Shareholder.

Section 6.2       Notices. Any and all notices to which any Shareholder hereunder may be entitled and any and all communications shall be deemed duly served or given if presented personally to a Shareholder, left at his or her residence or usual place of business or sent via United States mail or by electronic transmission to a Shareholder at his or her address as it is registered with the Trust. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the Shareholder at his or her address as it is registered with the Trust with postage thereon prepaid.

Section 6.3       Meetings of Shareholders .

(a)              Meetings of the Shareholders may be called at any time by the Chairman or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in the aggregate, not less than 10% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be called. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third of the Shares of the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or by this Trust Instrument or the By-Laws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.

(b)             Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record date.

Section 6.4       Record Date . For the purpose of determining the Shareholders who are entitled to notice of any meeting and to vote at any meeting, or to participate in any distribution, or for the purpose of any other action, the Trustees may from time to time fix a date, not more than 120 calendar days prior to the original date of any meeting of the Shareholders (which may be adjourned or postponed in compliance with Section 6.3(b) hereof) or payment of distributions or other action, as the case may be, as a record date for the determination of the persons to be treated as Shareholders of record for such purposes, and any Shareholder who was a Shareholder at the date and time so fixed shall be entitled to vote at such meeting or to be treated as a Shareholder of record for purposes of such other action, even though he has since that date and time disposed of his Shares, and no Shareholder becoming such after that date and time shall be so entitled to vote at such meeting or to be treated as a Shareholder of record for purposes of such other action. Nothing in this Section 6.4 shall be construed as precluding the Trustees from setting different record dates for different Series or Classes.

Section 6.5       Notice of Meetings .

(a)              Written or printed notice of all meetings of the Shareholders, stating the time, place and purposes of the meeting, shall be given as provided in Section 6.2 for the giving of notices, at least 10 business days before the meeting. At any such meeting, any business properly before the meeting may be considered whether or not stated in the notice of the meeting. Any adjourned or postponed meeting held as provided in Section 6.3 shall not require the giving of additional notice.

(b)             Notice of any Shareholder meeting need not be given to any Shareholder if a written waiver of notice (including, but not limited to, electronic, telegraphic or facsimile or computerized writings), executed before or after such meeting, is filed with the record of such meeting, or to any Shareholder who shall attend such meeting in person or by proxy. The attendance of a Shareholder at a meeting of Shareholders shall constitute a waiver of notice of such meeting except when a Shareholder attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

Section 6.6       Proxies, Etc . At any meeting of Shareholders, any Shareholder entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary, or with such other officer or agent of the Trust as the Secretary may direct, for verification prior to the time at which such vote shall be taken.

(a)              Pursuant to a resolution of a majority of the Trustees, proxies may be solicited in the name of one or more Trustees or one or more of the officers of the Trust. Only Shareholders of record shall be entitled to vote.

(b)             When Shares are held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Shares, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Shares.

(c)              A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. If the Shareholder is a minor or a person of unsound mind, and subject to guardianship or to the legal control of any other person regarding the charge or management of its Share, he may vote by his guardian or such other person appointed or having such control, and such vote may be given in person or by proxy.

Section 6.7       Action by Written Consent . Subject to the provisions of the 1940 Act, any action taken by Shareholders may be taken without a meeting if a majority of the Shares entitled to vote on the matter (or such larger proportion thereof as shall be required by law, by any provision of this Trust Instrument or by the Trustees) consent to the action in writing. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders. Any written consent may be given by facsimile, electronic mail or other electronic means. The Trustees may adopt additional rules and procedures regarding the taking of Shareholder action by written consents.

Section 6.8       Delivery by Electronic Transmission or Otherwise . Notwithstanding any provision in this Trust Instrument to the contrary, any notice, proxy, vote, consent, instrument or writing of any kind referenced in, or contemplated by, this Trust Instrument or the By-Laws may, as determined by the Trustees, be given, granted or otherwise delivered by electronic transmission (within the meaning of the Act), including via the internet, or in any other manner permitted by applicable law.

ARTICLE 7

DISTRIBUTIONS AND REDEMPTIONS

Section 7.1       Distributions .

(a)              The Trustees may from time to time declare and pay dividends or other distributions with respect to any Series or Class. The amount of such dividends or distributions and the payment of them and whether they are in cash or any other Trust Property shall be wholly in the discretion of the Trustees.

(b)             Dividends and distributions on Shares of a particular Series or any Class thereof may be paid with such frequency as the Trustees may determine, which may be daily or otherwise, pursuant to a standing resolution or resolution adopted only once or with such frequency as the Trustees may determine, to the Shareholders of Shares in that Series or Class, from such of the income and capital gains, accrued or realized, from the Trust Property belonging to that Series, or in the case of a Class, belonging to that Series and allocable to that Class, as the Trustees may determine, after providing for actual and accrued liabilities belonging to that Series. All dividends and distributions on Shares in a particular Series or Class thereof shall be distributed pro rata to the Shareholders of Shares in that Series or Class in proportion to the total outstanding Shares in that Series or Class held by such Shareholders at the date and time of record established for the payment of such dividends or distribution, except to the extent otherwise required or permitted by the preferences and special or relative rights and privileges of any Series or Class and except that in connection with any dividend or distribution program or procedure the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder’s purchase order and/or payment in the prescribed form has not been received by the time or times established by the Trustees under such program or procedure. Such dividends and distributions may be made in cash or Shares of that Series or Class or a combination thereof as determined by the Trustees or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. The Trustees may adopt and offer to Shareholders such dividend reinvestment plans, cash dividend payout plans or related plans as the Trustees shall deem appropriate.

(c)              Anything in this Trust Instrument to the contrary notwithstanding, the Trustees may at any time declare and distribute a stock dividend pro rata among the Shareholders of a particular Series, or Class thereof, as of the record date of that Series or Class fixed as provided in subsection (b) of this Section 7.1. The Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders.

Section 7.2       Redemption by Shareholder .

(a)              Unless the Trustees otherwise determine with respect to a particular Series or Class at the time of establishing and designating the same and subject to the 1940 Act, each holder of Shares of a particular Series or Class thereof shall have the right at such times as may be permitted by the Trust to require the Trust to redeem (out of the assets belonging to the applicable Series or Class) all or any part of his Shares at a redemption price equal to the Net Asset Value per Share of that Series or Class next determined in accordance with Section 7.4 after the Shares are properly tendered for redemption, less such redemption fee or other charge, if any, as may be fixed by the Trustees. Except as otherwise provided in this Trust Instrument, payment of the redemption price shall be in cash; provided, however, that to the extent permitted by applicable law, the Trustees may authorize the Trust to make payment wholly or partly in securities or other assets belonging to the applicable Series at the value of such securities or assets used in such determination of Net Asset Value. Subject to the foregoing, the fair value, selection, and quantity of securities or other assets so paid or delivered as all or part of the redemption price may be determined by or under the authority of the Trustees. In no case shall the Trust or the Trustees be liable for any delay of any Person in transferring securities selected for delivery as all or part of the redemption price.

(b)             Notwithstanding the foregoing, the Trust may postpone payment of the redemption price and may suspend the right of the holders of Shares of any Series or Class to require the Trust to redeem Shares of that Series or Class during any period or at any time when and to the extent permissible under the 1940 Act.

(c)              If a Shareholder shall submit a request for the redemption of a greater number of Shares than are then allocated to such Shareholder, such request shall not be honored.

Section 7.3       Redemption by Trust .

(a)              Unless the Trustees otherwise determine with respect to a particular Series or Class at the time of establishing and designating the same, each Share of each Series or Class thereof that has been established and designated is subject to redemption (out of the assets belonging to the applicable Series or Class) by the Trust at the redemption price which would be applicable if such Share were then being redeemed by the Shareholder pursuant to Section 7.2 at any time if the Trustees determine that it is in the best interest of the Trust to so redeem such Shares, which determination may be delegated to the investment adviser of the Trust. Upon such redemption the holders of the Shares so redeemed shall have no further right with respect thereto other than to receive payment of such redemption price. Without limiting the generality of the foregoing, the Trustees may cause the Trust to redeem (out of the assets belonging to the applicable Series or Class) all of the Shares of one or more Series or Classes held by (i) any Shareholder if the value of such Shares held by such Shareholder is less than the minimum amount established from time to time by the Trustees, (ii) all Shareholders of one or more Series or Classes if the value of such Shares held by all Shareholders is less than the minimum amount established from time to time by the Trustees or (iii) any Shareholder to reimburse the Trust for any loss or expense it has sustained or incurred by reason of the failure of such Shareholder to make full payment for Shares purchased by such Shareholder, or by reason of any defective redemption request, or by reason of indebtedness incurred because of such Shareholder or to collect any charge relating to a transaction effected for the benefit of such Shareholder or as provided in the prospectus relating to such Shares.

(b)             If the Trustees shall, at any time and in good faith, determine that direct or indirect ownership of Shares of any Series or Class thereof has or may become concentrated in any Person to an extent that would disqualify any Series as a regulated investment company under the Internal Revenue Code, then the Trustees shall have the power (but not the obligation), by such means as they deem equitable, to (i) call for the redemption of a number, or amount, of Shares held by such Person sufficient to maintain or bring the direct or indirect ownership of Shares into conformity with the requirements for such qualification, (ii) refuse to transfer or issue Shares of any Series or Class thereof to such Person whose acquisition of the Shares in question would result in such disqualification, or (iii) take such other actions as they deem necessary and appropriate to avoid such disqualification.

Section 7.4       Net Asset Value .

(a)              The Net Asset Value per Share of any Series or Class thereof shall be the quotient obtained by dividing the value of the net assets of that Series or Class (being the value of the assets belonging to that Series or Class less the liabilities belonging to that Series or Class) by the total number of Shares of that Series or Class outstanding, all determined in accordance with the methods and procedures, including without limitation those with respect to rounding, established by the Trustees from time to time.

(b)             The Trustees may determine to maintain the Net Asset Value per Share of any Series at a designated constant dollar amount and in connection therewith may adopt procedures not inconsistent with the 1940 Act for the continuing declarations of income attributable to that Series or Class thereof as dividends payable in additional Shares of that Series or Class thereof at the designated constant dollar amount and for the handling of any losses attributable to that Series or Class thereof. Such procedures may, among other things, provide that in the event of any loss each Shareholder of a Series or Class thereof shall be deemed to have contributed to the capital of the Trust attributable to that Series or Class thereof his pro rata portion of the total number of Shares required to be cancelled in order to permit the Net Asset Value per Share of that Series or Class thereof to be maintained, after reflecting such loss, at the designated constant dollar amount. Each Shareholder of the Trust shall be deemed to have agreed, by his investment in the Trust, to make the contribution referred to in the preceding sentence in the event of any such loss.

Section 7.5       Power to Modify Procedures .

(a)              Notwithstanding any of the foregoing provisions of this Article 7, the Trustees may prescribe, in their absolute discretion except as may be required by the 1940 Act, such other bases and times for determining the Net Asset Value of the Shares or net income, or the declaration and payment of dividends and distributions as they may deem necessary or desirable for any reason, including to enable the Trust to comply with any provision of the 1940 Act, or any securities exchange or association registered under the Securities Exchange Act of 1934, or any order of exemption issued by the Commission, all as in effect now or hereafter amended or modified.

(b)             Nothing in this Trust Instrument shall be deemed to restrict the ability of the Trustees in their full discretion, without the need for any notice to, or approval by the Shareholders of, any Series or Class, to allocate, reallocate or authorize the contribution or payment, directly or indirectly, to one or more than one Series or Class of the following: (i) assets, income, earnings, profits, and proceeds thereof, (ii) proceeds derived from the sale, exchange or liquidation of assets, and (iii) any cash or other assets contributed or paid to the Trust from a manager, administrator or other adviser of the Trust or an Affiliated Person thereof, or other third party, another Series or another Class, in each case to remediate misallocations of income and capital gains, ensure equitable treatment of Shareholders of a Series or Class, or for such other valid reason determined by the Trustees.

ARTICLE 8

COMPENSATION, LIMITATION OF LIABILITY OF TRUSTEES

Section 8.1       Compensation . The Trustees as such shall be entitled to compensation from the Trust, and the Trustees may fix the amount of such compensation. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, legal, accounting, investment banking or other services and payment for the same by the Trust.

Section 8.2       Limitation of Liability .

(a)              The Trustees shall be entitled to the protection against personal liability for the obligations of the Trust under Section 3803(b) of the Act. No Trustee or former Trustee shall be liable to the Trust, its Shareholders, or to any Trustee, officer, employee, or agent thereof for any action or failure to act (including, without limitation, the failure to compel in any way any former or acting Trustee to redress any breach of trust) except for his own bad faith, willful misfeasance, gross negligence or reckless disregard of his duties involved in the conduct of the office of the Trustee hereunder. No Trustee who has been determined to be an “audit committee financial expert” (for purposes of Section 407 of the Sarbanes-Oxley Act of 2002 or any successor provision thereto) by the Board of Trustees shall be subject to any greater liability or duty of care in discharging such Trustee’s duties and responsibilities by virtue of such determination than is any Trustee who has not been so designated. No Trustee or former Trustee shall be responsible or liable in any event for any neglect or wrongdoing of any other Trustee, Advisory Board Member, officer, agent, employee, manager, adviser, sub-adviser or principal underwriter of the Trust.

(b)             The officers, employees, Advisory Board Members and agents of the Trust shall be entitled to the protection against personal liability for the obligations of the Trust under Section 3803(c) of the Act. No officer, employee, Advisory Board Member or agent of the Trust shall be liable to the Trust, its Shareholders, or to any Trustee, officer, employee, or agent thereof for any action or failure to act (including, without limitation, the failure to compel in any way any former or acting Trustee to redress any breach of trust) except for his own bad faith, willful misfeasance, gross negligence or reckless disregard of his duties.

Section 8.3       Fiduciary Duty .

(a)              To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his good faith reliance on the provisions of this Trust Instrument. The provisions of this Trust Instrument, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons.

(b)             Unless otherwise expressly provided herein:

(i)                whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or

(ii)              whenever this Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then

(iii)            such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise.

(c)              Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware law.

(d)             Any Fiduciary Covered Person and any Affiliated Persons of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person. No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall have any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Trust Instrument or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliated Person of the Trust or the Shareholders.

(e)              To the fullest extent permitted by law, it is intended that Advisory Board Members and Trustees emeritus shall have no fiduciary duties or liabilities to the Trust or the Shareholders.

Section 8.4       Indemnification . The Trust shall indemnify to the fullest extent permitted by law each of its Trustees, former Trustees, Trustees emeritus, Advisory Board Members and officers and persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor, or otherwise, and may indemnify any trustee, director or officer of a predecessor organization (each an “Indemnified Person”), and may indemnify its employees and agents, against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and expenses including reasonable accountants’ and counsel fees) reasonably incurred in connection with the defense or disposition of any action, suit or other proceeding of any kind and nature whatsoever, whether brought in the right of the Trust or otherwise, and whether of a civil, criminal or administrative nature, before any court or administrative or legislative body, including any appeal therefrom, in which he or she may be involved as a party, potential party, non-party witness or otherwise or with which he or she may be threatened, while as an Indemnified Person or thereafter, by reason of being or having been such an Indemnified Person, except that no Indemnified Person shall be indemnified against any liability to the Trust or its Shareholders to which such Indemnified Person would otherwise be subject by reason of bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties involved in the conduct of such Indemnified Person’s office (such willful misfeasance, bad faith, gross negligence or reckless disregard being referred to herein as “Disabling Conduct”). Expenses, including accountants’ and counsel fees so incurred by any such Indemnified Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be promptly paid from time to time, and the expenses of the Trust’s employees or agents may be paid from time to time, by the Trust or a Series in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article 8 and either (i) such Indemnified Person provides security for such undertaking, (ii) the Trust is insured against losses arising by reason of such payment, or (iii) a majority of a quorum of disinterested, non-party Trustees, or independent legal counsel in a written opinion, determines, based on a review of readily available facts, that there is reason to believe that such Indemnified Person ultimately will be found entitled to indemnification.

Section 8.5       Indemnification Determinations . Indemnification of an Indemnified Person pursuant to Section 8.4 shall be made if (a) the court or body before whom the proceeding is brought determines, in a final decision on the merits, that such Indemnified Person was not liable by reason of Disabling Conduct or (b) in the absence of such a determination, a majority of a quorum of disinterested, non-party Trustees or independent legal counsel in a written opinion make a reasonable determination, based upon a review of the facts, that such Indemnified Person was not liable by reason of Disabling Conduct. In making such a determination, the Board of Trustees of the Trust shall act in conformity with then applicable law and administrative interpretations, and shall afford a Trustee requesting indemnification who is not an “interested person” of the Trust, as defined in Section 2(a)(19) of the 1940 Act, a rebuttable presumption that such Trustee did not engage in disabling conduct while acting in his capacity as a Trustee.

Section 8.6       Indemnification Not Exclusive . The right of indemnification provided by this Article 8 shall not be exclusive of or affect any other rights to which any such Indemnified Person may be entitled. As used in this Article 8, “Indemnified Person” shall include such person’s heirs, executors and administrators, and a “disinterested, non-party Trustee” is a Trustee who is neither an Interested Person of the Trust nor a party to the proceeding in question.

Section 8.7       Reliance on Experts, Etc . Each Trustee, officer or employee of the Trust shall, in the performance of his duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon an opinion of counsel, or upon reports made to the Trust by any of its officers or employees or by any manager, adviser, administrator, accountant, appraiser or other expert or consultant selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or expert may also be a Trustee. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Trust Instrument, and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice.

Section 8.8       No Duty of Investigation; Notice in Trust Instrument . No purchaser, lender, or other Person dealing with the Trustees or any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, instrument, certificate or other interest or undertaking of the Trust, and every other act or thing whatsoever executed in connection with the Trust, shall be conclusively taken to have been executed or done by the executors thereof only in their capacity as Trustees, officers, employees or agents of the Trust. The execution of any such obligation, contract, instrument, certificate or other interest or undertaking shall not personally bind such Trustees, officers employees or agents of the Trust or make them personally liable thereunder, nor shall it give rise to a claim against their private property or the private property of the Shareholders for the satisfaction of any obligation or claim thereunder. The Trustees may maintain insurance for the protection of the Trust Property, Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall deem advisable.

Section 8.9       No Bond Required of Trustees . No Trustee shall, as such, be obligated to give any bond or surety or other security for the performance of any of his duties hereunder.

Section 8.10   Insurance . The Trust shall purchase and maintain in effect one or more policies of insurance on behalf of its Trustees and officers in such amounts and with such coverage as shall be determined from time to time by the Board of Trustees, and also may purchase and maintain such insurance for any of its employees and other agents, issued by a reputable insurer or insurers, against any expenses actually and reasonably incurred by such person in any proceeding arising out of or in connection with his service to the Trust, with customary limitations and exceptions, whether or not the Trust would have the power to indemnify such person against such expenses pursuant to this Article 8.

ARTICLE 9

MISCELLANEOUS

Section 9.1       Trust Not a Partnership . It is the intention of the Trustees that the Trust shall be a statutory trust under the Act and that this Trust Instrument and the By-Laws, if any, shall together constitute the “governing instrument” of the Trust as defined in Section 3801(f) of the Act. It is hereby expressly declared that a Delaware statutory trust and not a partnership or other form of organization is created hereby. All persons extending credit to, contracting with or having any claim against any Series of the Trust or any Class within any Series shall look only to the assets of such Series or Class for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor. Every note, bond, contract or other undertaking issued by or on behalf of the Trust or the Trustees relating to the Trust or to a Series or Class shall include a recitation limiting the obligations represented thereby to the Trust or to one or more Series or Classes and its or their assets (but the omission of such a recitation shall not operate to bind any Shareholder, Trustee, officer, employee or agent of the Trust).

Section 9.2       Dissolution and Termination of Trust, Series or Class .

(a)              Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees by written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees by written notice to the Shareholders of such Series. Any Class of any Series of Shares may be terminated at any time by the Trustees by written notice to the Shareholders of such Class. Any action to dissolve the Trust shall be deemed also to be an action to dissolve each Series and each Class thereof and any action to dissolve a Series shall be deemed also to be an action to terminate each Class thereof.

(b)             Upon the requisite action by the Trustees to dissolve the Trust or any one or more Series, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if the Trust has not dissolved) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or Series involved, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of such Series on the date of distribution unless otherwise determined by the Trustees or otherwise provided by this Trust Instrument. Thereupon, any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class of any Series of Shares, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 9.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class of any Series of Shares, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 7.3 of Article 7 of this Trust Instrument provided that the costs relating to the termination of such Class shall be included in the determination of the Net Asset Value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination).

(c)              Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Act, which certificate of cancellation may be signed by any one Trustee. Upon termination of the Trust, the Trustees, subject to Section 3808 of the Act, shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.

Section 9.3       Merger, Consolidation, Incorporation .

(a)              Notwithstanding any other provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, (i) cause the Trust to convert into or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (each, a “Successor Entity”), or a series of any Successor Entity to the extent permitted by law, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, (iii) cause the Trust to incorporate under the laws of a state, commonwealth, possession or colony of the United States, (iv) sell or convey all or substantially all of the assets of the Trust or any Series or Class to another Series or Class of the Trust or to a Successor Entity, or a series of a Successor Entity to the extent permitted by law, for adequate consideration as determined by the Trustees which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent of the Trust or any affected Series or Class, and which may include Shares of such other Series or Class of the Trust or shares of beneficial interest, stock or other ownership interest of such Successor Entity (or series thereof) or (v) at any time sell or convert into money all or any part of the assets of the Trust or any Series or Class thereof. Any agreement of merger, reorganization, consolidation, exchange or conversion or certificate of merger, certificate of conversion or other applicable certificate may be signed by a majority of the Trustees or an authorized officer of the Trust and facsimile signatures conveyed by electronic or telecommunication means shall be valid.

(b)             Pursuant to and in accordance with the provisions of Section 3815(f) of the Act, and notwithstanding anything to the contrary contained in this Trust Instrument, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 9.3 may effect any amendment to the Trust Instrument or effect the adoption of a new trust instrument of the Trust or change the name of the Trust if the Trust is the surviving or resulting entity in the merger or consolidation.

(c)              Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, create one or more statutory or business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

(d)             Notwithstanding any provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval, invest all or a portion of the Trust Property of any Series, or dispose of all or a portion of the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies registered under the 1940 Act. Any such other investment company may (but need not) be a trust (formed under the laws of the State of Delaware or any other state or jurisdiction) or subtrust thereof which is classified as a partnership for federal income tax purposes. Notwithstanding any provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, cause a Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause such series to invest its Trust Property directly in securities and other financial instruments or in another master fund.

Section 9.4       Filing of Copies, References, Headings . The original or a copy of this Trust Instrument and of each amendment hereof or Trust Instrument supplemental hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. Anyone dealing with the Trust may rely on a certificate by an officer or Trustee of the Trust as to whether or not any such amendments or supplements have been made and as to any matters in connection with the Trust hereunder, and with the same effect as if it were the original, may rely on a copy certified by an officer or Trustee of the Trust to be a copy of this Trust Instrument or of any such amendment or supplemental Trust Instrument. In this Trust Instrument or in any such amendment or supplemental Trust Instrument, references to this Trust Instrument, and all expressions like “herein,” “hereof” and “hereunder,” shall be deemed to refer to this Trust Instrument as amended or affected by any such supplemental Trust Instrument. All expressions like “his”, “he” and “him” shall be deemed to include the feminine and neuter, as well as masculine, genders. Headings are placed herein for convenience of reference only and in case of any conflict, the text of this Trust Instrument rather than the headings shall control. This Trust Instrument may be executed in any number of counterparts each of which shall be deemed an original.

Section 9.5       Applicable Law . The trust set forth in this instrument is made in the State of Delaware, and the Trust and this Trust Instrument, and the rights and obligations of the Trustees and Shareholders hereunder, shall be governed by and construed and administered according to the Act and the laws of said State; provided, however, that there shall not be applicable to the Trust, the Trustees or this Trust Instrument (a) the provisions of Sections 3540 and 3561 of Title 12 of the Delaware Code or (b) any provisions of the laws (statutory or common) of the State of Delaware (other than the Act) pertaining to trusts which relate to or regulate: (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (iv) fees or other sums payable to trustees, officers, agents or employees of a trust, (v) the allocation of receipts and expenditures to income or principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets, or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees, which are inconsistent with the limitations or liabilities or authorities and powers of the Trustees set forth or referenced in this Trust Instrument. The Trust shall be of the type commonly called a “statutory trust”, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust under Delaware law. The Trust specifically reserves the right to exercise any of the powers or privileges afforded to trusts or actions that may be engaged in by trusts under the Act, and the absence of a specific reference herein to any such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions.

Section 9.6       Amendments . Except as specifically provided herein, the Trustees may, without Shareholder vote, amend or otherwise supplement this Trust Instrument by making an amendment hereto, a Trust Instrument supplemental hereto or an amended and restated trust instrument. Shareholders shall have the right to vote: (i) on any amendment which would affect their right to vote granted in Section 6.1, (ii) on any amendment that would permit the Trustees to bind any Shareholder personally or to permit the Trustees to call upon any Shareholder for the payment of any sum of money or assessment whatsoever, (iii) on any amendment to this Section 9.6, (iv) on any amendment for which such vote is required by the 1940 Act and (v) on any amendment submitted to them by the Trustees. Any amendment required or permitted to be submitted to Shareholders which, as the Trustees determine, shall affect the Shareholders of one or more Series or Classes shall be authorized by vote of the Shareholders of each Series or Class affected and no vote of shareholders of a Series or Class not affected shall be required. Anything in this Trust Instrument to the contrary notwithstanding, no amendment to Article 8 hereof shall limit the rights to indemnification or insurance provided therein with respect to action or omission of any persons protected thereby prior to such amendment. The Trustees may without Shareholder vote, restate or amend or otherwise supplement the By-Laws and the Certificate of Trust as the Trustees deem necessary or desirable.

Section 9.7       Fiscal Year . The fiscal year of the Trust or any Series shall end on a specified date as determined from time to time by the Trustees.

Section 9.8       Provisions in Conflict with Law . The provisions of this Trust Instrument are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Trust Instrument (including, if the context requires, any non-conflicting provisions contained in the same section or subsection as the conflicting provision); provided, however, that such determination shall not affect any of the remaining provisions of this Trust Instrument or render invalid or improper any action taken or omitted prior to such determination. If any provision of this Trust Instrument shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provisions in any other jurisdiction or any other provision of this Trust Instrument in any jurisdiction.

Section 9.9       Reliance by Third Parties . Any certificate executed by an individual who, according to the records of the Trust or of any recording office in which this Trust Instrument may be recorded, appears to be a Trustee hereunder, certifying to (a) the number or identity of Trustees or Shareholders, (b) the due authorization of the execution of any instrument or writing, (c) the form of any vote passed at a meeting of Trustees or Shareholders, (d) the fact that the number of Trustees or Shareholders present at any meeting or executing any written instrument satisfies the requirements of this Trust Instrument, (e) the form of any By-Laws adopted by or the identity of any officers elected by the Trustees, or (f) the existence of any fact or facts which in any manner relate to the affairs of the Trust, shall be conclusive evidence as to the matters so certified in favor of any person dealing with the Trustees and their successors.

 

 

 

 

 

[Remainder of page intentionally left blank.]

 
 

 

IN WITNESS WHEREOF, the undersigned, being the Trustees of the Trust, have executed this Amended and Restated Agreement and Declaration of Trust as of the 10th day of December, 2018.

 

This instrument may be executed in several counterparts, each of which shall be deemed an original, but all taken together shall constitute one instrument.

 

 

 

/s/ William H. Baribault   /s/ Merit E. Janow

William H. Baribault , Trustee

 

 

 

/s/ James G. Ellis

 

Merit E. Janow , Trustee

 

 

 

/s/ Laurel B. Mitchell

James G. Ellis , Trustee

 

 

 

/s/ Nariman Farvardin

 

Laurel B. Mitchell , Trustee

 

 

 

/s/ Margaret Spellings

Nariman Farvardin , Trustee

 

 

 

/s/ Michael C. Gitlin

 

Margaret Spellings, Trustee

 

 

 

/s/ Alexandra Trower

Michael C. Gitlin, Trustee

 

 

 

/s/ Mary Davis Holt

 

Alexandra Trower, Trustee

 

 

 

/s/ Karl J. Zeile

Mary Davis Holt , Trustee

 

 

 

/s/ R. Clark Hooper

 

Karl J. Zeile, Trustee

 

 

 

 

R. Clark Hooper , Trustee

 

 

 

 

 

 

 

 

 

 

BY-LAWS

 

OF

 

CAPITAL GROUP CENTRAL FUND SERIES

(the “Trust”)

 

(as amended August 29, 2018)

 

 

ARTICLE 1

INTRODUCTION; DEFINITIONS

 

Any terms defined in the Trust’s Agreement and Declaration of Trust (the “Declaration”), as amended from time to time, shall have the same meaning when used herein.

 

These By-laws shall be subject to the Declaration. In the event of any inconsistency between the terms of these By-laws and the terms of the Declaration, the terms of the Declaration shall control.

 

ARTICLE 2

OFFICES

 

Section 2.01 Registered Agent . The Trust shall maintain a registered agent in the State of Delaware, which agent shall initially be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Trustees may designate a successor resident agent, provided, however, that such appointment shall not become effective until written notice thereof is delivered to the office of the Secretary of State.

 

Section 2.02 Offices . The Trust may have its principal office and other offices in such places within as well as without the State of Delaware as the Trustees may from time to time determine.  

 

ARTICLE 3

SHAREHOLDERS

 

Section 3.01 Meetings . Meetings of the Shareholders shall be held as provided in the Declaration at such place within or without the State of Delaware as the Trustees shall designate.

 

Section 3.02 Chairman and Secretary of Meetings of Shareholders . The meetings of Shareholders shall be presided over by the Chairman. If the Chairman is not present, the meeting of Shareholders shall be presided over by another independent Trustee or, alternatively, by any officer of the Trust or such other person or persons as the Board may designate shall preside over such meetings. The Secretary, if present, shall act as a Secretary of such meetings, or if he or she is not present or is otherwise presiding over the meeting in another capacity, an Assistant Secretary, if any, shall so act. If neither the Secretary nor the Assistant Secretary is present or, if present, the Secretary is otherwise presiding over the meeting in another capacity, then any such person appointed by the Secretary to act on his behalf shall act as Secretary of such meetings.

 

Section 3.03 Conduct of Meetings of Shareholders . The Trustees shall be entitled to make such rules and regulations for the conduct of meetings of the Shareholders as they shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Trustees, if any, the Chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such Chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to Shareholders of record of the Trust and their duly authorized and constituted proxies, and such other persons as the Chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants, and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot.

 

Section 3.04 Voting . The Shareholders entitled to vote at any meeting of Shareholders shall be determined in accordance with the provisions of the Declaration, as in effect as of such time. On any matter other than election of Trustees, any Shareholder may vote part of the Shares in favor of the proposal and refrain from voting the remaining Shares or vote them against the proposal, but if the Shareholder fails to specify the number of Shares which the Shareholder is voting affirmatively, it will be conclusively presumed that the Shareholder’s approving vote is with respect to all of the Shares that such Shareholder is entitled to vote on such proposal.

 

ARTICLE 4

TRUSTEES

 

Section 4.01 Meetings . Meetings of the Trustees may be held as provided in the Declaration at such place within or without the State of Delaware as the Trustees shall designate.

 

Section 4.02 Committees . The Board of Trustees of the Trust (the “Board”) may, by resolution passed by a majority of the entire Board, designate one or more committees, each committee to consist of one or more of the Trustees. The Board may designate one or more Trustees as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If the Chairman is not an “interested person” of the Fund, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), he or she shall be an ex officio member of each committee of which he or she is not otherwise a member (other than any committee made up of one Trustee). An ex officio member of a committee may take part in discussions of that committee’s business, but shall not be considered for the purposes of calculating attendance, determining a quorum, voting or authorizing any action by such committee. Any committee of the Board, to the extent provided in a resolution or by applicable law, shall have and may exercise the powers of the Board in the management of the business and affairs of the Trust, provided, however, that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board and may operate pursuant to a written charter adopted by the Committee. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. Committee members (including ex officio members) shall be entitled to compensation from the Trust, and the Trustees may fix the amount of such compensation.

 

Section 4.03 Advisory Board . The Board may create an Advisory Board of the Trust. The Board shall appoint the Advisory Board Members thereof, fix their compensation from time to time and determine the scope of the Advisory Board’s participation in the activities of the Trust.

 

Section 4.04 Trustees Emeritus . The Board may appoint Trustees emeritus to act as advisors to the Board and may fix their compensation from time to time.

 

ARTICLE 5

OFFICERS

 

Section 5.01 Executive Officers . The Board may appoint a Vice Chairman of the Board from among the Trustees, and shall appoint a Principal Executive Officer, a Secretary and a Treasurer, none of whom need be a Trustee. The Board may also appoint one or more Presidents, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers and such other officers as the Board shall deem necessary or appropriate. None of the foregoing need be a Trustee. Any two or more of the above-mentioned offices, except those of President and Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument be required by law, by the Declaration, by these By-laws or by resolution of the Board to be executed by any two or more officers. Each such officer shall hold office until such officer’s successor shall have been duly appointed, or until such officer shall have resigned or shall have been removed. Any vacancy in any of the above offices may be filled for the unexpired portion of the term by the Board. The foregoing officers shall be agents of the Trust for purposes of the Act.

 

Section 5.02 Vice Chairman of the Board . The Vice Chairman of the Board, if one be appointed, shall perform such duties as may from time to time be assigned by the Board of Trustees or as may be required by law.

 

Section 5.03 Presidents . The President or Presidents shall perform all duties incident to the office of a president of a corporation, and such other duties as, from time to time, may be assigned by the Board of Trustees.

 

Section 5.04 Principal Executive Officer . The Principal Executive Officer shall provide general oversight of fund activities that do not pertain directly to investment activities. The Principal Executive Officer’s responsibilities are grounded in legal and regulatory requirements placed on mutual funds. The Principal Executive Officer shall be responsible for approving various fund documents such as certifications of the fund’s financial statements and registration statements, and contracts between the fund and its service providers.

 

Section 5.05 Vice Presidents . The Vice President or Vice Presidents, including any Executive Vice President(s) or Senior Vice President(s), at the request of the President or in the President’s absence or during the President’s inability or refusal to act, shall perform the duties and exercise the functions of the President, and when so acting shall have the powers of the President. If there be more than one Vice President, the Board may determine which one or more of the Vice Presidents shall perform any such duties or exercise any of such functions, or if such determination is not made by the Board, the President may make such determination. The Vice President or Vice Presidents shall have such other powers and perform such other duties as may be assigned by the Board, the Chairman, or the President.

 

Section 5.06 Secretary and Assistant Secretaries . The Secretary shall: keep the minutes of the meetings of the Shareholders, of the Board and of any committees, in books provided for the purpose; see that all notices are duly given in accordance with the provisions of the Declaration, these By-laws or as required by law; be custodian of the records of the Trust; and in general perform all duties incident to the office of a secretary of a corporation, and such other duties as, from time to time, may be assigned by the Board, the Chairman of the Board, or the President.

 

The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board, the President or the Chairman of the Board, shall, in the absence of the Secretary, upon the delegation by the Secretary, or in the event of the Secretary’s inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

 

Section 5.07 Treasurer and Assistant Treasurers . The Treasurer shall: have charge of and be responsible for all funds, securities, receipts and disbursements of the Trust, and shall deposit, or cause to be deposited, in the name of the Trust, all moneys or other valuable effects of the Trust in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board; render to the President, the Chairman of the Board and to the Board, whenever requested, an account of the financial condition of the Trust; and in general perform all the duties incident to the office of a treasurer of a corporation, and such other duties as may be assigned by the Board, the President or the Chairman of the Board.

 

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board, the President or the Chairman of the Board, shall, in the absence of the Treasurer, upon the delegation by the Treasurer, or in the event of the Treasurer’s inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

 

Section 5.08 Subordinate Officers . The Board may from time to time appoint such subordinate officers as it may deem desirable. Each such officer shall hold office for such period and perform such duties as the Board, the Principal Executive Officer, the President or the Chairman of the Board may prescribe and shall be an agent of the Trust for purposes of the Act. The Board may, from time to time, authorize any committee or officer to appoint and remove subordinate officers and prescribe the duties thereof.

 

Section 5.09 Removal . Any officer or agent of the Trust may be removed, with or without cause, by the Board whenever, in its judgment, the best interests of the Trust will be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed.

 

ARTICLE 6

CERTIFICATES

 

If the Board authorizes the issuance of certificates representing the Shares of beneficial interest of the Trust, such certificates shall be signed by the President, the Chairman of the Board or a Vice President and countersigned by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. The signatures may be either manual or facsimile signatures. No certificates shall be issued for fractional Shares. Such certificates shall be in such form, not inconsistent with law or with the Declaration, as shall be approved by the Board. In case any officer of the Trust who has signed any certificate ceases to be an officer of the Trust, whether because of death, resignation or otherwise, before such certificate is issued, the certificate may nevertheless be issued and delivered by the Trust as if the officer had not ceased to be such officer as of the date of its issue.

 

If the Board authorizes the issuance of certificates, the Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Trust alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or such owner’s legal representative, to advertise the same in such manner as it shall require and/or to give the Trust a bond in such sum as it may direct as indemnity against any claim that may be made against the Trust with respect to the certificate alleged to have been lost, stolen or destroyed.

 

ARTICLE 7

CUSTODY OF SECURITIES

 

All securities and cash of the Trust shall be held by a custodian meeting the requirements of Section 17 of the 1940 Act. The Trustees may also authorize the custodian to employ one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees. The Trust shall, upon the resignation or inability to serve of the custodian, use its best efforts to obtain a successor custodian; require that the cash and securities owned by the Trust be delivered directly to the successor custodian; and if no successor custodian can be found, the Trust shall function without a custodian and require that the cash and securities owned by the Trust be delivered directly to the Trust.

 

The Trustees may direct the custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, or such other person as may be permitted by the U.S. Securities and Exchange Commission, or otherwise in accordance with applicable law, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust. The Trustees may direct the custodian to accept written receipts or other written evidences indicating purchases of securities held in book-entry form in the Federal Reserve System in accordance with regulations promulgated by the Board of Governors of the Federal Reserve System and the local Federal Reserve Banks in lieu of receipt of certificates representing such securities.

 

ARTICLE 8

GENERAL PROVISIONS

 

Section 8.01 Checks . All checks or demands for money and notes of the Trust shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

 

Section 8.02 Representation of Shares . Any officer of the Trust or such other person or persons as the Board may from time to time designate is authorized to vote, represent and exercise on behalf of the Trust any and all rights incident to any Shares or other securities of any corporation or other business enterprise owned by the Trust.

 

Section 8.03 Seal . The Trustees may adopt a seal which shall be in such form and shall have such inscription thereon as the Trustees may from time to time prescribe.

 

Section 8.04 Inspection of Books . Pursuant to Section 3819 of the Act, the Trustees shall from time to time determine whether and to what extent, and at what times and places, and under what conditions and regulations the accounts and books of the Trust, or any of them, shall be open to the inspection of the Shareholders; and no Shareholder shall have any right of inspecting any account or book or document of the Trust except as conferred by law or authorized by the Trustees.

 

Section 8.05 Execution of Contracts and Instruments . The Trustees, except as otherwise provided in these By-laws or the Declaration, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in name and on behalf of the Trust and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Trustees or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Trust by contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

 

Section 8.06 Severability . The provisions of these By-laws are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of these By-laws (including, if the context requires, any non-conflicting provisions contained in the same section or subsection as the conflicting provision); provided, however, that such determination shall not affect any of the remaining provisions of these By-laws or render invalid or improper any action taken or omitted prior to such determination. If any provision of these By-laws shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provisions in any other jurisdiction or any other provision of these By-laws in any jurisdiction.

 

Section 8.07 Headings . Headings are placed herein for convenience of reference only and in case of any conflict, the text of these By-laws rather than the headings shall control.

 

ARTICLE 9

AMENDMENTS

 

These By-laws may be altered, amended or repealed, or new By-laws may be adopted by a majority of the Trustees, without the consent of any Shareholder of the Trust.

 

 

CAPITAL GROUP CENTRAL FUND SERIES

 

INVESTMENT ADVISORY AND SERVICE AGREEMENT

 

 

THIS investment advisory and service AGREEMENT, dated and effective as of the 1st day of May, 2018, is made and entered into by and between CAPITAL GROUP CENTRAL FUND series (the “Trust”), a Delaware statutory trust series consisting of one fund, Capital Group Central Cash Fund (the “Fund”), and CAPITAL RESEARCH AND MANAGEMENT COMPANY, a Delaware corporation (the “Investment Adviser”).

 

 

W I T N E S S E T H

 

 

The Fund is an open-end diversified investment company of the management type, registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Investment Adviser is registered under the Investment Advisers Act of 1940, as amended, and is engaged in the business of providing investment advisory and related services to the Fund and to other investment companies.

 

NOW, THEREFORE, in consideration of the premises and the mutual undertaking of the parties, it is covenanted and agreed as follows:

 

1.       The Fund hereby employs the Investment Adviser to provide investment advisory and fund administration services to the Fund. The Investment Adviser hereby accepts such employment and agrees to render the services to the extent herein set forth. The Investment Adviser shall, for all purposes herein, be deemed an independent contractor and not an agent of the Fund.

 

2. (a) The Investment Adviser shall provide general management services to the Fund, including overall supervisory responsibility for the general management and investment of the Fund’s assets, giving due consideration to the policies of the Trust as expressed in the Trust’s agreement and declaration of trust, by-laws, registration statement under the 1940 Act and registration statement under the Securities Act of 1933, as amended (the “1933 Act”), as well as to the factors affecting the Fund’s status as a regulated investment company under the Internal Revenue Code of 1986, as amended.

 

(b)       The Investment Adviser may delegate its investment management responsibilities under paragraph 2(a), or a portion thereof, to one or more entities that are direct or indirect subsidiaries of the Investment Adviser or at least majority owned subsidiaries of The Capital Group Companies, Inc. and

 
 

registered as investment advisers under the Investment Advisers Act of 1940 (each a “Subsidiary”), pursuant to an agreement between the Investment Adviser and the Subsidiary (the “Subsidiary Agreement”). The Subsidiary Agreement with any Subsidiary to which the Investment Adviser proposes to delegate its investment management responsibilities must be approved by the Trust’s Board of Trustees, including a majority of the Trustees who are not parties to this Agreement nor interested persons of any such party within the meaning of the 1940 Act (“Independent Trustees”). Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the 1940 Act, except to the extent permitted by any exemptive order of the U.S. Securities and Exchange Commission (“SEC”) or similar relief.

 

(c)       The Investment Adviser will, subject to the review and approval of the Board of Trustees of the Trust: (i) set the Fund’s overall investment strategies; (ii) except to the extent delegated to one or more Subsidiaries, have full investment discretion for the Fund and make all determinations with respect to the investment of the Fund’s assets, the purchase and sale of portfolio securities with those assets, and any steps that may be necessary to implement any investment decisions; (iii) evaluate, select and recommend Subsidiaries to manage all or a part of the Fund’s assets; (iv) when appropriate, allocate and reallocate the Fund’s assets among multiple Subsidiaries; (v) monitor and evaluate the performance of Subsidiaries; and (vi) implement procedures reasonably designed to ensure that the Subsidiaries comply with the Fund’s investment objective, policies and restrictions. The Investment Adviser shall be solely responsible for paying the fees of any Subsidiary.

 

(d)       Any Subsidiary Agreement may provide that the Subsidiary, subject to the control and supervision of the Trust’s Board of Trustees and the Investment Adviser, shall have full investment discretion for the Fund and shall make all determinations with respect to (i) the investment of the Fund’s assets assigned to the Subsidiary; (ii) the purchase and sale of portfolio securities with those assets, and (iii) any steps that may be necessary to implement an investment decision. The Investment Adviser shall periodically evaluate the continued advisability of retaining any Subsidiary and shall make recommendations to the Trust’s Board of Trustees, as needed.

 

(e)       The Investment Adviser shall furnish the services of persons to perform the executive, administrative, clerical, and bookkeeping functions of the Trust and the Fund, including the daily determination of net asset value per share. The Investment Adviser shall pay the compensation and travel expenses of all such persons, and they shall serve without any additional compensation from the Trust or the Fund. The Investment Adviser shall also, at its expense, provide the Trust and the Fund with necessary office space (which may be in the offices of the Investment Adviser); all necessary office equipment and utilities; and general purpose forms, supplies, and postage used at the offices of the Trust.

 
 

 

(f)       The Investment Adviser shall maintain (and cause each Subsidiary to maintain) all books and records with respect to the Fund’s investment management activities that are required to be maintained pursuant to the 1940 Act and the rules thereunder, as well as any other applicable legal requirements. The Investment Adviser acknowledges and agrees that all such records are the property of the Fund, and it shall maintain and preserve such records in accordance with applicable law and provide such records promptly to the Fund upon request.

 

(g)       The Investment Adviser shall prepare and submit to the Fund all data on the performance of its duties as investment adviser for required filings with governmental agencies or for the preparation of reports to the Board of Trustees or the shareholders of the Fund and shall cause each subsidiary to do so.

 

(h)       The Investment Adviser shall furnish from time to time such other appropriate information as may be reasonably requested by the Fund.

 

3.       The Fund shall pay all its expenses not assumed by the Investment Adviser as provided herein. Such expenses shall include, but shall not be limited to, expenses incurred in connection with the organization of the Fund, its qualification to do business in the State of California, and its registration as an investment company under the 1940 Act; custodian, stock transfer and dividend disbursing fees and expenses; service and distribution expenses pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act; expenses incurred for shareholder servicing, recordkeeping, transactional services, tax and informational returns and fund and shareholder communications; costs of designing and of printing and mailing to its shareholders reports, prospectuses, proxy statements, and notices to its shareholders; taxes; expenses of the issuance, sale, redemption, or repurchase of shares of the Fund (including registration and qualification expenses); legal and auditing fees and expenses; compensation, fees, and expenses paid to Independent Trustees; association dues; and costs of any share certificates, stationery and forms prepared exclusively for the Trust or the Fund.

 

4.       While the Investment Adviser may realize investment, trading and/or operational efficiencies in managing the Fund, the Fund shall not pay the Investment Adviser a management fee.

 

5.       This Agreement may be terminated at any time, without payment of any penalty, by the trustees of the Trust or by vote of a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Fund, on sixty (60) days’ written notice to the Investment Adviser, or by the Investment Adviser on like notice to the Trust. Unless sooner terminated in accordance with this provision, this Agreement shall continue until April 30, 2020. It may thereafter be renewed from year to year by mutual consent, provided that such renewal shall be specifically approved at least annually by the Board of Trustees of the Trust, or by vote of a

 
 

majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Fund. In either event, any such renewal must be approved by a majority of the Independent Trustees at a meeting called for the purpose of voting on such approval.

 

6.       This Agreement shall not be assignable by either party hereto, and in the event of assignment (within the meaning of the 1940 Act) by the Investment Adviser shall automatically be terminated forthwith.

 

7.       Nothing contained in this Agreement shall be construed to prohibit the Investment Adviser from performing investment advisory, management, or distribution services for other investment companies and other persons or companies, nor to prohibit affiliates of the Investment Adviser from engaging in such businesses or in other related or unrelated businesses.

 

8.       The Investment Adviser shall not be liable to the Trust, the Fund or Fund shareholders for any error of judgment, for any mistake of law, for any loss arising out of any investment or for any act, or omission not involving willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties hereunder.

 

9.       The obligations of the Trust and the Fund under this Agreement are not binding upon any of the trustees, officers, employees, agents or shareholders of the Trust or the Fund individually, but bind only the Trust’s and the Fund’s estate. The Investment Adviser agrees to look solely to the assets of the Fund for the satisfaction of any liability in respect of the Fund under this Agreement and will not seek recourse against such trustees, officers, employees, agents or shareholders, or any of them, or any of their personal assets for such satisfaction.

 

10.       The Trust acknowledges and agrees that the names, “Capital Group,” “American Funds” and “Capital” or any derivatives thereof or logo associated with those names are the valuable property of the Investment Adviser and its affiliates, and that the Trust shall have the right to use such names (or derivatives or logos) only so long as this Agreement shall continue in effect. Upon termination of this Agreement the Trust shall forthwith cease to use such names (or derivatives or logos).

 

 

 

 

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate original by their duly authorized officers.

 

 

CAPITAL RESEARCH AND MANAGEMENT COMPANY CAPITAL GROUP CENTRAL FUND SERIES
   
   
   
By /s/ Michael J. Downer By /s/ Steven I. Koszalka
Michael J. Downer Steven I. Koszalka
Senior Vice President and Secretary Secretary

 

 

CAPITAL GROUP CENTRAL FUND SERIES

 

DISTRIBUTION AGREEMENT

 

 

THIS DISTRIBUTION AGREEMENT, is between CAPITAL GROUP CENTRAL FUND SERIES (the “Trust”), a Delaware statutory trust series on behalf of its initial fund, Capital Group Central Cash Fund (the “Fund”), and AMERICAN FUNDS DISTRIBUTORS, INC., a California corporation (the “Distributor”).

 

W I T N E S S E T H:

 

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company which as of the date hereof offers shares of beneficial interest of the Fund, designated as Class M shares (the “Shares”) and it is a part of the business of the Trust, and affirmatively in the interest of the Trust, to offer shares of the Fund either from time to time or continuously as determined by the Trust’s officers subject to authorization by its Board of Trustees;

 

WHEREAS, the Distributor is engaged in the business of promoting the offering and sale of shares of investment companies; and

 

WHEREAS, the Trust and the Distributor wish to enter into an agreement with each other to promote the limited offering and sale of the shares of the Fund and of any and all classes of the Fund which may be established in the future;

 

NOW, THEREFORE, the parties agree as follows:

 

1.           (a) The Distributor shall be the exclusive distributor for the limited offering and sale of the shares of the Fund and of each additional class of the Fund which may be established in the future. The terms “shares of the Fund” or “shares” as used herein shall mean shares of beneficial interest of the Fund and each additional class of the Fund which may be established in the future and become covered by this Agreement in accordance with Section 17 of this Agreement.

 

(b) Subject to Section 1(c) hereof, the Distributor, as agent for the Trust, agrees to offer and sell the shares of the Fund from time to time in accordance with applicable federal and state law, the organizational documents of the Trust and the registration statement with respect to the Fund filed under the 1940 Act by the Trust, as it may be supplemented from time to time (the “Registration Statement”). In acting as distributor under this Agreement, the Distributor shall not make any public offering or sale of shares of the Fund in a manner that would require the offering or

 
 

sale of the shares to be registered under the Securities Act of 1933, as amended. The Distributor shall comply with all applicable federal and state laws and offer the shares of the Fund on an agency or “best efforts” basis under which the Trust shall, subject to Section 1(c) hereof, issue only such shares as are actually sold.

 

(c)       Nothing in this Agreement shall require the Trust to accept any offer to purchase any shares of the Fund. Shares of the Fund shall be non-transferable.

 

2.           The Trust shall sell shares of the Fund only through the Distributor, except that the Trust may, to the extent permitted by the 1940 Act and the rules and regulations promulgated thereunder or pursuant thereto, at any time:

 

(a)         issue shares of the Fund to any corporation, association, trust, partnership or other organization, or its, or their, security holders, beneficiaries or members, in connection with a merger, consolidation or reorganization to which the Trust or the Fund is a party, or in connection with the acquisition of all or substantially all the property and assets of such corporation, association, trust, partnership or other organization;

 

(b)        issue shares of the Fund at net asset value to the holders of shares of capital stock or beneficial interest of other investment companies served as investment adviser by any affiliated company or companies of The Capital Group Companies, Inc., to the extent of all or any portion of amounts received by such shareholders upon redemption or repurchase of their shares by the other investment companies;

 

(c)         issue shares of the Fund at net asset value to its shareholders in connection with the reinvestment of dividends paid and other distributions made by the Fund.

 

3.           The applicable offering price of the shares of the Fund shall be the price which is equal to the net asset value per share, as shall be determined by the Fund in the manner and at the time or times set forth in and subject to the provisions of the Registration Statement.

 

4.           The Distributor, as distributor under this Agreement for Class M Shares, shall receive no compensation.

 

5.           The Trust agrees at its own expense to register, qualify or determine the exemption for registration or qualification of the shares with the U.S. Securities and Exchange Commission (“SEC”), state and other regulatory bodies, and to

 
 

prepare and file from time to time the Fund’s Registration Statement, amendments thereto, reports and other documents as may be necessary to maintain the Registration Statement.

 

6.           All orders for shares received by the Distributor shall, unless rejected by the Distributor, the Trust or the Fund, be accepted by the Distributor immediately upon receipt and confirmed at an offering price determined in accordance with the provisions of the Registration Statement and the 1940 Act, and applicable rules in effect thereunder. The Distributor shall not hold orders subject to acceptance nor otherwise delay their execution.

 

7.           The Trust or its transfer agent shall be promptly advised of all orders received, and shall cause shares to be issued upon payment therefor in New York or Los Angeles Clearing House Funds.

 

8.           The Distributor shall adopt and follow procedures as approved by the officers of the Trust with respect to the activities it performs under this Agreement that are governed by Rule 38a-1 under the 1940 Act (as may apply to a principal underwriter for a registered investment company), and the federal securities laws. The Distributor shall provide reports or other information to the Trust at the Trust’s reasonable request, including, without limitation, reports related to the operation and implementation of the Fund’s policies related to customer privacy, safeguarding of customer information, or other policies and procedures of the Trust.

 

9.           The Trust agrees to use its best efforts to maintain an effective Registration Statement under the 1940 Act, and warrants that such Registration Statement will contain all statements required by and will conform with the requirements of the 1940 Act and the rules and regulations thereunder, and that no part of the Registration Statement or any amendments thereto, at the time each becomes effective, will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading (excluding any information provided by the Distributor in writing for inclusion in the Registration Statement). The Distributor agrees and warrants that it will not in the sale of shares use any advertising or sales literature other than the Registration Statement, nor make any untrue statement of a material fact nor omit the stating of a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Distributor agrees to indemnify and hold the Trust harmless from any and all loss, expense, damage and liability resulting from a breach of the agreements and warranties contained in this Section, or from the use of any sales literature, information, statistics or other aid or device employed in connection with the sale of shares.

 

 
 

10.       The expense of each printing of the Registration Statement and each revision thereof or addition thereto deemed necessary by the Trust’s officers to meet the requirements of applicable laws shall be divided between the Fund and the Distributor as follows:

 

(a)    the Fund shall pay the typesetting and make-ready charges;

 

(b)   the printing charges shall be prorated between the Fund and the Distributor in accordance with the number of copies each receives; and

 

(c)    expenses incurred in connection with the foregoing, other than to meet the requirements of the 1940 Act, or other applicable laws, shall be borne by the Distributor.

 

11.       The Trust or the Fund agrees to use its best efforts to qualify and maintain the qualification of an appropriate number of the shares of each class of the Fund it offers for sale under the securities laws of such states as the Distributor and the Trust may approve. Any such qualification for any class may be withheld, terminated or withdrawn by the Trust at any time in its discretion. The expense of qualification and maintenance of qualification shall be borne by the Fund, but the Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Trust or its counsel in connection with such qualifications.

 

12.       The Trust or the Fund may withhold shares of any class from sale to any person or persons or in any jurisdiction temporarily or permanently if, in the opinion of its counsel, such offer or sale would be contrary to law or if the Trustees or the President or any Vice President of the Trust determines that such offer or sale is not in the best interest of the Trust or the Fund. The Trust will give prompt notice to the Distributor of any withholding and will indemnify it against any loss suffered by the Distributor as a result of such withholding by reason of non-delivery of shares of any class after a good faith confirmation by the Distributor of sales thereof prior to receipt of notice of such withholding.

 

13.       (a) This Agreement may be terminated at any time, without payment of any penalty, as to the Trust or any series on sixty (60) days’ written notice by the Distributor to the Trust.

 

(b)   This Agreement may be terminated as to the Trust or any series of the Trust or class of the Fund by either party upon five (5) days’ written notice to the other party in the event that the SEC has issued an order or obtained an injunction or other court order suspending effectiveness of the Registration Statement covering the shares of the Trust or such series or class.

 
 

 

(c)    This Agreement may be terminated as to the Trust or any series of the Trust or class of the Fund by the Trust upon five (5) days’ written notice to the Distributor provided either of the following events has occurred:

 

(i)      FINRA has expelled the Distributor or suspended its membership in that organization; or

 

(ii)    the qualification, registration, license or right of the Distributor to sell shares of any series in a particular state has been suspended or canceled by the State of California or any other state in which sales of the shares of the Trust or such series during the most recent 12-month period exceeded 10% of all shares of such series sold by the Distributor during such period.

 

(d)   This Agreement may be terminated as to the Trust or any series of the Trust or class of the Trust at any time on sixty (60) days’ written notice to the Distributor without the payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Trust or such series or class.

 

14.       This Agreement shall not be assignable by either party hereto and in the event of assignment shall automatically terminate forthwith. The term “assignment” shall have the meaning set forth in the 1940 Act.

 

15.       No provision of this Agreement shall protect or purport to protect the Distributor against any liability to the Trust, the Fund or holders of Fund shares for which the Distributor would otherwise be liable by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Distributor’s obligations under this Agreement.

 

16.       This Agreement shall become effective on December 10, 2018. Unless sooner terminated in accordance with the other provisions hereof, this Agreement shall continue in effect until April 30, 2019, and shall continue in effect from year to year thereafter but only so long as such continuance is specifically approved at least annually by (i) the vote of a majority of the Independent Trustees of the Trust cast in person at a meeting called for the purpose of voting on such approval, and (ii) the vote of either a majority of the entire Board of Trustees of the Trust or a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Trust.

 

17.       If the Trust shall at any time issue shares in more than one class of shares of the Fund, this Agreement shall take effect with respect to such class which

 
 

may be established in the future at such time as it has been approved as to such class by vote of the Board of Trustees and the Independent Trustees in accordance with Section 16. The Agreement as approved with respect to any class shall specify the compensation payable to the Distributor, as well as any provisions which may differ from those herein with respect to such series, subject to approval in writing by the Distributor.

 

18.       This Agreement may be approved, amended, continued or renewed with respect to a series or class as provided herein notwithstanding such approval, amendment, continuance or renewal has not been effected with respect to any one or more other series or class.

 

19.       This Agreement shall be construed under and shall be governed by the laws of the State of California, and the parties hereto agree that proper venue of any action with respect hereto shall be Los Angeles County, California.

 

 

 

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate original by their officers thereunto duly authorized, as of December 10, 2018.

 

 

AMERICAN FUNDS DISTRIBUTORS, INC. CAPITAL GROUP CENTRAL FUND SERIES
   
   
   
By:  /s/ Timothy W. McHale By:  /s/ Steven I. Koszalka
Timothy W. McHale Steven I. Koszalka
Secretary Secretary
   

 

 

 

DEFERRED COMPENSATION PLAN

(Amended and restated, effective as of October 12, 2018)

TABLE OF CONTENTS

 

Paragraph Title Page No
1. Definitions 2
2. Introduction 5
3. Plan Oversight; Administration and Amendment 5
  3.1. Plan Oversight and Operation 5
  3.2. Plan Interpretation and Administration 5
  3.3. Plan Amendment 5
  3.4. Plan Termination 6
4. Election to Defer Payments   6
  4.1. Election to Defer 6
  4.2. Current Independent Board Members 6
    4.2.a. Newly Elected or Appointed Independent Board Members 6
  4.3. Modification or Revocation of Election to Defer 6
5. Beneficiary Designation   6
6. Deferred Payment Account   7
  6.1. Crediting Amounts 7
  6.2. Change of Investment Designation 7
  6.3. Exchange Requests 7
  6.4. Plan Participants Serving on Money Market Fund Boards 8
  6.5. Plan Participant Electing Installment Payout Option under Section 7.4.a 8
    6.5.a. Alternative Instructions under Section 6.5 8
7. Timing and Manner of Payments   8
  7.1. Timing of Payments 8
  7.2. Manner of Payment – Lump Sum 8
  7.3. Alternative Payment Methods 9
  7.4. Death of Plan Participant 9
    7.4.a. Optional Payment Method upon Death for Post-2004 Deferrals 9
  7.5. Disability of Plan Participant 10
  7.6. Unforeseeable Emergency 10
  7.7. Modification or Revocation for Post-2004 Deferrals 10
    7.7.a. Special Transition Rule 11
  7.8. Modification or Revocation for Pre-2005 Deferrals 11
8. Miscellaneous   11

 

 
 

 

1.      DEFINITIONS

 

1.1.        Administrator . An individual designated by CRMC to process forms and receive Plan related communications from Plan Participants and otherwise assist the Committee in the administration of the Plan.

 

1.2.        Beneficiary(ies) . The person or persons last designated in writing by a Plan Participant in accordance with procedures established by the Committee to receive the amounts payable under the Plan in the event of the Plan Participant’s death. A Plan Participant may designate a Primary Beneficiary(ies) to receive amounts payable under the Plan upon the Plan Participant’s death. A Plan Participant may also name a Contingent Beneficiary(ies) to receive amounts payable under the Plan upon the Participant’s death if there is no surviving Primary Beneficiary(ies).

 

1.3.        Board(s) . The Board of Directors or Trustees of a Fund(s).

 

1.4.        Committee . A group of Independent Board Members responsible for oversight and operation of the Plan. The Committee must consist of a minimum of three members, each currently serving as an Independent Board Member of at least one Fund. Each Fund, by the affirmative vote of at least a majority of its Board (including a majority of the Fund’s Independent Board Members) shall appoint the initial members of the Committee. Thereafter, the Committee shall determine its membership by majority vote.

 

1.5.        CRMC . Capital Research and Management Company.

 

1.6. Date of Crediting . The Date of Crediting for compensation deferred by a Plan Participant will be as soon as administratively practicable after the date such compensation would otherwise be paid.

 

1.7.        Deferred Payment Account(s) . An account established in the name of the Plan Participant on the books of each Fund serviced by the Plan Participant. Such account shall reflect the number of Phantom Shares credited to the Plan Participant under the Plan.

(i) A Deferred Payment Account will be divided into two separate Deferred Payment Accounts. One account will contain deferrals made prior to January 1, 2005, including any earnings thereon (“ pre-2005 deferrals ”). The other account will contain deferrals made on or after January 1, 2005, including any earnings thereon (“ post-2004 deferrals ”).
(ii) For those participants residing outside the U.S., Deferred Payment Accounts will further be divided into two separate accounts, “U.S.” and “Non-U.S.,” to provide appropriate tax reporting.

 

1.8.        Disabled or Disability . A Plan Participant is disabled when he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

 
 

1.9.        Election Forms . The three forms listed below as prescribed by the Administrator:

(i) Beneficiary Designation Form . A form indicating the beneficiary designations of a Plan Participant.
(ii) Deferral Election Form . A form indicating the compensation to be deferred under the Plan and the timing and manner of distribution. This form must be filed with the Administrator prior to the first day of the calendar year to which it first applies. Notwithstanding the foregoing, any person who is first elected or appointed an Independent Board Member of the Fund may file this form before or within 30 days after first becoming an Independent Board Member.
(iii) Rate of Return Election Form . A form indicating the percentages of deferrals allocated to each Fund.

 

1.10.        Fixed Dollar Installment Method . One of the two alternative methods to a lump-sum available for payments under the Plan other than for reasons of death, Disability or Unforeseeable Emergency. The amount of each installment shall equal the fixed dollar amount previously selected by the Plan Participant on the Deferral Election Form. A Plan Participant’s Deferred Payment Account subject to the Fixed Dollar Installment method shall be adjusted by the amount of each such installment payment by reducing the number of Phantom Shares of each Fund credited to the Deferred Payment Account using the net asset values per Class F-2 share as of the last day of the calendar quarter immediately preceding the date of payment. These reductions shall occur proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the same before and after each installment payment.

 

1.11.        Fund(s) . A mutual fund advised by CRMC, collectively the “Funds.”

 

1.12.        Independent Board Member(s) . Directors or trustees, and as applicable, advisory board members and director or trustee emeriti who are not considered “interested persons” of any Participating Fund.

 

1.13        Money Market Fund . A mutual fund managed by CRMC that invests solely in money market instruments and seeks to maintain a constant net asset value.

 

1.14.        Participating Funds . Mutual funds managed by CRMC that have adopted the Plan.

 

1.15.        Permissible Payment Event . A Permissible Payment Event is any one of the following:

(i) The date specified on the Deferral Election Form by the Plan Participant that is objectively determinable at the time compensation is deferred under the Plan and is at least twenty-four months past the date of the first deferral election made by the Plan Participant; or
 
 
(ii) The date on which the Plan Participant is no longer an Independent Board Member of any Fund; or
(iii) The date the Plan Participant dies; or
(iv) The date the Administrator receives notification that the Plan Participant is Disabled; or
(v) The date the Committee determines that the Plan Participant has an Unforeseeable Emergency; or
(vi) For pre-2005 deferrals only, a distribution event permissible under the terms of the Plan in effect on January 1, 2004.

 

1.16.        Phantom Shares . Fictional shares of the Fund(s) that a Plan Participant has selected on the Rate of Return Election Form that have been credited to his or her Deferred Payment Account(s). Phantom Shares shall have the same economic characteristics as actual Class F-2 shares in terms of mirroring changes in net asset value and reflecting corporate actions (including, without limitation, receipt of dividends and capital gains distributions). However, because Phantom Shares are fictional, they shall not entitle any Plan Participant to vote on matters of any sort, including those affecting the Funds.

 

1.17.        Plan or Deferred Compensation Plan . The deferred compensation plan adopted by the Participating Funds.

 

1.18.        Plan Participant(s) . An Independent Board Member who has elected to defer compensation under the Plan, or is receiving payments under the Plan in respect of prior service as an Independent Board Member.

 

1.19.        Unforeseeable Emergency . The following events may constitute an Unforeseeable Emergency under the Plan: (i) severe financial hardship of the Plan Participant or his or her Beneficiary(ies) resulting from illness or accident of the Plan Participant or Beneficiary(ies) and such spouses or dependents of the Plan Participant or Beneficiary(ies); (ii) loss of the Plan Participant’s or Beneficiary(ies)’ property due to casualty or (iii) similar extraordinary unforeseeable circumstances beyond the control of the Plan Participant or the Beneficiary(ies). The Committee, in its sole discretion, will determine if the Plan Participant has an Unforeseeable Emergency, after taking into account the extent to which such Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Plan Participant's assets (to the extent the liquidation of such assets would not itself cause an Unforeseeable Emergency).

 

1.20.        Variable Dollar Installment Method . One of the two alternative methods to a lump-sum available for payments under the Plan other than for reasons of death, Disability or Unforeseeable Emergency. The amount of each installment shall be determined for a Deferred Payment Account by multiplying the number of Phantom Shares of a Fund(s) allocated to the Deferred Payment Account by a fraction, the numerator of which shall be one and the denominator of which shall be the then remaining number of unpaid installments (including the installment then to be paid), and multiplying the resulting number of Phantom Shares by the net asset value per

 
 

Class F-2 share of such Fund(s) as of the last day of the calendar quarter immediately preceding the date of payment. A Plan Participant’s Deferred Payment Account subject to the Variable Dollar Installment method shall be adjusted by the amount of each such installment payment by reducing the number of Phantom Shares of each Fund credited to the Deferred Payment Account. These reductions shall occur proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the same before and after each installment payment. For this purpose, net asset values per Class F-2 share as of the last day of the calendar quarter immediately preceding the date of payment shall be used in calculating pre- and post-payment values.

 

 

2.      INTRODUCTION

 

With effect on January 1, 2005, each Participating Fund has adopted, by the affirmative vote of at least a majority of its Board (including a majority of its Board members who are not interested persons of the mutual fund), this Plan for Independent Board Members.

 

 

3.      PLAN OVERSIGHT; ADMINISTRATION AND AMENDMENT

 

3.1.        Plan Oversight and Operation . The Committee shall enforce the Plan in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes. The Committee may utilize the services of the Administrator to conduct routine Plan administration.

 

3.2.        Plan Interpretation and Administration . The Committee shall have full discretion to construe and interpret the terms and provisions of the Plan, which interpretation or construction shall be final and binding on all parties, including, but not limited to, the Funds and any Plan Participant or Beneficiary. The Committee shall administer such terms and provisions in a uniform and non-discriminatory manner and in full accordance with any and all laws and regulations applicable to the Plan.

 

3.3.         Plan Amendment . The Committee may approve any amendment to the Plan; provided, however, (i) that no such amendment shall adversely affect the right of Plan Participants to receive amounts previously credited to their Deferred Payment Accounts; and (ii) each Independent Board Member shall receive notification of any such proposed amendment to the Plan at least ten (10) days prior to the Committee’s consideration of such amendment. Upon receipt of such notification, an Independent Board Member may communicate to the Committee for its consideration any concern or objection to the proposed amendment.

 

 
 

3.4.         Plan Termination . The Committee may recommend to the Boards the termination of the Plan; provided, however, that no such termination shall adversely affect the right of Plan Participants to receive amounts previously credited to their Deferred Payment Accounts.

 

 

4.      ELECTION TO DEFER PAYMENTS

 

4.1.        Election to Defer . Pursuant to the Plan, Independent Board Members may elect to have all or any portion of payment of their compensation deferred as provided herein. An Independent Board Member who elects to participate in the Plan shall file copies of the Election Forms with the Administrator. An Independent Board Member will not be treated as a Plan Participant and no amount will be deferred under the Plan until the Election Forms are received by the Administrator and determined by the Administrator to be complete and in good order.

 

4.2.        Current Independent Board Members . A deferral election made by a Plan Participant who timely files the Election Forms with the Administrator shall become effective and apply with respect to compensation earned during the calendar year following the filing of the deferral election, and each subsequent calendar year, unless modified or revoked in accordance with the terms of this Plan. During the period from such filing and prior to the effectiveness of such election, the most recently filed and effective Deferral Election Form shall apply to all amounts payable to the Plan Participant under the Plan.

 

4.2.a.         Newly Elected or Appointed Independent Board Members . Any person who is first elected or appointed an Independent Board Member of the Fund during a calendar year and who timely files the Election Forms with the Administrator may elect to defer any unpaid and future compensation during such calendar year. Unless revoked or modified in accordance with the terms of this Plan, a deferral election made pursuant to this paragraph will apply for each subsequent calendar year after the year of the deferral election.

 

4.3.        Modification or Revocation of an Election to Defer . A Plan Participant may modify or revoke an election to defer, as to future compensation, effective on the first day of the next calendar year, which modification or revocation shall remain in effect for each subsequent calendar year (until modified or revoked in accordance with the Plan), by filing a new Deferral Election Form with the Administrator prior to the beginning of such next calendar year.

 

 

5.                BENEFICIARY DESIGNATION

 

Each Plan Participant shall designate on the Beneficiary Election Form the Primary and, if applicable, Contingent Beneficiary(ies) he or she desires to receive amounts payable under the Plan in the event of the Plan Participant’s death. A Plan

 
 

Participant may from time to time change his or her designated Primary or Contingent Beneficiary(ies) without the consent of such Beneficiary(ies) by filing a new Beneficiary Election Form with the Administrator.

 

At the time of death of a Plan Participant, if there is no living designated Primary Beneficiary(ies), the designated Contingent Beneficiary(ies), if any, shall be the Beneficiary. If there are no living Primary or Contingent Beneficiary(ies), the Plan Participant’s surviving spouse shall be the Beneficiary. If there is no surviving spouse, the Plan Participant’s estate shall be the Beneficiary.

 

 

6.                DEFERRED PAYMENT ACCOUNT

 

6.1.        Crediting Amounts . A Plan Participant may select one or more Funds in which his or her deferred compensation is invested for purposes of crediting earnings, by filing the Rate of Return Election Form with the Administrator. Any compensation deferred by a Plan Participant shall be credited to his or her Deferred Payment Account on the books of each Fund served by the Plan Participant in the form of Phantom Shares of the Fund(s) that the Plan Participant has selected.

 

The number of Phantom Shares credited to a Plan Participant’s Deferred Payment Account shall be the number of whole and fractional Phantom Shares determined by dividing the amount of the deferred compensation invested in the particular Fund(s) by the net asset value per Class F-2 share of such Fund(s) as of the Date of Crediting.

 

6.2.        Change of Investment Designation . A Plan Participant may change the designation of the Fund(s) in which his or her future deferred compensation is invested through the participant website or by filing a revised Rate of Return Election Form with, or by telephoning, the Administrator. The Administrator will confirm promptly in writing to the Plan Participant any change of investment designation accomplished by telephone. Any change of investment designation shall be effective only with respect to compensation deferred after receipt of such request. If a request is received after 1:00pm PT, the change in investment designation will be effective the next business day.

 

6.3.        Exchange Requests . By contacting the Administrator or using the participant website, a Plan Participant may request to exchange Phantom Shares of one or more Funds previously credited to a Deferred Payment Account for Phantom Shares of another Fund(s) based on their relative net asset values per Class F-2 share next determined. The Administrator will confirm promptly in writing to the Plan Participant any exchange request made by telephone. An exchange request will be effective after receipt of such request. If a request is received after the close of the New York Stock Exchange, the exchange will be effective on the next business day. An exchange request may relate to one or more Deferred Payment Accounts; however, no more than 12 exchange requests will be processed each calendar year for all amounts credited under this Plan to any one Plan Participant. For purposes of

 
 

this limitation, all exchange requests received in one day shall be treated as one exchange request.

 

6.4.        Plan Participants Serving on Money Market Fund Boards . Notwithstanding the other provisions of Section 6, a Plan Participant serving on the Board of a Money Market Fund may select only that Money Market Fund in which his or her compensation is invested for purposes of crediting earnings. In addition, no exchanges will be permitted in a Deferred Payment Account on the books of a Money Market Fund.

 

6.5.         Plan Participant Electing Installment Payout Option under Section 7.4.a . When a Plan Participant elects the limited installment payout option described in Section 7.4.a, all post-2004 deferrals will be exchanged into the appropriate American Funds Target Date Retirement Fund based upon the age of the surviving spouse Beneficiary at the time of the Participant’s death unless alternative instructions are provided in accordance with Section 6.5.a. Such exchange will occur as soon as administratively practicable, but in no event later than thirty (30) days from the date that the Plan Administrator is notified of the Plan Participant’s death. Once this exchange occurs, no further exchanges will be permitted for post-2004 deferrals.

 

6.5.a.         Alternative Instructions under Section 6.5. A Plan Participant electing the limited installment payout option described in Section 7.4.a. may instruct the Administrator to exchange all post-2004 deferrals into one or more Funds, rather than the appropriate American Funds Target Date Retirement Fund as provided for in Section 6.5. A Plan Participant may change instructions provided under this Section 6.5.a. no more than 12 times each calendar year. To be effective, such instructions must be received by the Administrator prior to the Plan Participant’s death.

 

 

7.                TIMING AND MANNER OF PAYMENTS

 

7.1.        Timing of Payments . Amounts credited to a Deferred Payment Account under the Plan to a Plan Participant shall be paid to the Plan Participant in accordance with the terms of the Plan only upon the occurrence of a Permissible Payment Event.

 

7.2.        Manner of Payment – Lump Sum . Upon the occurrence of a Permissible Payment Event, the amount of payment to a Participant shall be determined by multiplying the number of Phantom Shares of a Fund(s) that have been allocated to the Plan Participant’s Deferred Payment Account subject to the Permissible Payment Event, by the net asset value per Class F-2 share of such Fund(s) as of the date of the Permissible Payment Event.

 

The payment shall be made to the Plan Participant as soon as administratively practicable, but in no event later than thirty (30) days from the date of the Permissible Payment Event.

 
 

 

7.3.        Alternative Payment Methods . A Plan Participant entitled to payment for reasons other than death, Disability or Unforeseeable Emergency, may elect, instead of a lump-sum payment, to receive annual or quarterly installment payments as specified by the Plan Participant on the Deferral Election Form.

 

The Plan Participant may elect either the Variable Dollar Installment Method or the Fixed Dollar Installment Method for a period not to exceed thirty (30) years. Once installment payments begin under either method, they cannot be stopped, except in case of death, Disability or Unforeseeable Emergency. Under either method, the first payment to a Plan Participant shall be calculated as of last day of the calendar quarter that contains the Permissible Payment Event. This first payment shall be made to the Plan Participant as soon as administratively practicable thereafter, but in no event later than thirty (30) days after the end of the calendar quarter that contains the Permissible Payment Event. Subsequent payments shall be made within thirty (30) days of the close of future calendar quarters or years, consistent with the Plan Participant’s election of either quarterly or annual installments. As of December 31, 2006, Plan Participants receiving payments under either one of the alternative payment methods will continue to receive payments under the payment schedule existing on that date.

 

In no event shall a payment under the Fixed Dollar Installment Method relating to a Deferred Payment Account exceed the value of the Deferred Payment Account as of the last day of the calendar quarter immediately preceding the date of payment. If any balance credited to a Plan Participant’s Deferred Payment Account remains positive on the date 30 years from the date of the initial payment to the Plan Participant, then such remaining balance shall be paid to the Plan Participant as soon as practicable thereafter in a single lump sum payment.

 

The right to a series of installment payments with respect to post-2004 deferrals under the Plan shall be treated as a right to a series of separate payments.

 

7.4.        Death of Plan Participant . If the Plan Participant dies at any time before all amounts in his or her Deferred Payment Accounts have been paid, such remaining amounts shall be paid in a lump-sum to the Plan Participant’s Beneficiary(ies).

 

7.4.a.         Optional Payment Method upon Death for Post-2004 Deferrals. With respect to post-2004 deferrals under the Plan, a Plan Participant may elect for his or her spouse Beneficiary to receive any remaining installment payments due the Plan Participant at his or her death if all four of the following conditions are met:

 

(i) The spouse was married to the Plan Participant at the time of the Plan Participant’s death.
(ii) The spouse was designated as the sole Beneficiary under the Plan.
 
 
(iii) At the time of the Plan Participant’s death, the timing and manner of distribution election in effect for such Plan Participant was one of the alternative payment methods described in Section 7.3 of the Plan.
(iv) The Plan Participant had begun receiving installment payments described under Section 7.3 of the Plan at the time of his or her death.

 

An election under this Section 7.4.a must be made at least 12 months before the first scheduled payment under the Plan Participant’s current timing and manner of payment designation.

 

All installment payments made to a spouse Beneficiary under this section will be made under the same timing and manner of payment election made by the Plan Participant and in effect at the time of the Plan Participant’s death. No changes to the timing or manner of payment will be permitted.

 

If the spouse Beneficiary dies while there are still post-2004 account balances in the Plan, all remaining post-2004 account balances will be paid to the estate of the spouse Beneficiary as soon as administratively practicable, but in no event later than thirty (30) days from the date of the spouse Beneficiary’s death.

 

7.5.        Disability of Plan Participant . In the event the Plan Participant shall become Disabled before all amounts credited to the Plan Participant’s Deferred Payment Accounts have been paid to him or her, such remaining amounts shall be paid in a lump sum to the Plan Participant.

 

7.6.        Unforeseeable Emergency . If the Committee determines that the Plan Participant has an Unforeseeable Emergency, the Committee may make a lump sum payment to the Plan Participant from his or her Deferred Payment Account(s) in an amount not to exceed the amount necessary to satisfy the emergency need plus any taxes that may be owed on the payment. In the event the payment is less than the value of all of the Plan Participant’s Deferred Payment Accounts, the Deferred Payment Accounts shall be reduced proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the same before and after payment.

 

7.7.        Modification or Revocation for Post-2004 Deferrals . A Plan Participant’s designation as to timing and manner of payments of post-2004 deferrals under the Plan may be modified or revoked by filing a written election with the Administrator. Such designation will not be effective for at least 12 months. To be valid the new designation must (i) be made at least 12 months before the first scheduled payment under the current designation and (ii) delay the first payment by at least 5 years from the date the first payment would otherwise have been made under the current designation. No other modification of the designation as to the timing or manner of payment will be valid.

 
 

 

7.7.a. Special Transition Rule . Under U.S. Treasury transition relief that extends through December 31, 2008 (or such later date as may be included in further Treasury guidance) a Plan Participant may change the timing or manner of payment of post-2004 deferrals without regard to the limitations described in paragraph 7.7. A Plan Participant may not, however, change the timing of payment with respect to deferrals that would have been paid in the year that he or she uses the transition relief. Furthermore, a Plan Participant may not accelerate post-2004 deferrals into the year that he or she takes advantage of the transition relief.

 

7.8.        Modification or Revocation for Pre-2005 Deferrals . A Plan Participant’s designation as to timing and manner of payments of pre-2005 deferrals under the Plan may be modified or revoked by filing a written election with the Administrator. However, any subsequent designation that would result in a change in the timing of a payment under the Plan or a change in the manner of payments under the Plan shall not be effective unless such subsequent designation is made not less than 12 months prior to the date of the first scheduled payment under the Plan. With respect to such pre-2005 deferrals, the Committee may, in its sole discretion, accelerate the payment of any pre-2005 deferral.

 

 

8.                MISCELLANEOUS

 

8.1.        Purchase of Underlying Shares. To the extent a Plan Participant’s Deferred Payment Account has been credited with Phantom Shares of a Fund other than the Fund responsible for payment of the compensation being deferred, a Fund may, but shall not be obligated to, purchase and maintain Class F-2 shares of such other Fund in amounts equal in value to such Phantom Shares.

 

8.2.        Unsecured Promise to Pay. Amounts credited to a Plan Participant’s Deferred Payment Account under this Plan shall not be evidenced by any note or other security, funded or secured in any way. No assets of a Fund (including, without limitation, shares of other Funds) shall be segregated for the account of any Plan Participant (or Beneficiary), and Plan Participants (and Beneficiaries) shall be general unsecured creditors for payments due under the Plan.

 

8.3.        Withholding Taxes. The Administrator shall deduct, any federal, state or local taxes and other charges required by law to be withheld.

 

8.4.        Statements . The Administrator, on behalf of each Fund, shall furnish to each Plan Participant a statement showing the balance credited to his or her Deferred Payment Account at least annually.

 

8.5.        Assignment . No amount in a Plan Participant’s Deferred Payment Account may be assigned or transferred by the Plan Participant except by will or the law of descent and distribution.

 
 

 

8.6.          Governing Law; Severability . The Plan shall be construed, governed and administered in accordance with the laws and regulations of the United States Treasury Department and the State of California. The Plan is subject to applicable law and regulation and, in the event of changes in such law or regulation, shall be construed and applied in a manner in which the intent of its terms and provisions are best preserved. In the event that one or more provisions of the Plan 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.

 

8.7.          Washington Management Corporation . Washington Management Corporation (“WMC”) provided services to the Washington Mutual Investors Fund, The Tax Exempt Fund of Maryland, and The Tax Exempt Fund of Virginia (collectively, the “WMC Funds”). WMC became a wholly-owned subsidiary of CRMC, effective as of December 21, 2012, and ceased to provide services to the WMC Funds after September 1, 2014.

 

The WMC Funds maintained the Deferred Compensation Plan for Independent Board Members of the WMC Funds (the “WMC Plan”). Effective as of March 21, 2013, each WMC Fund, by the affirmative vote of at least a majority of its Board (including a majority of its Board members who are not interested persons of the mutual fund), merged the WMC Plan into, and adopted, the Plan.

 

The terms of the Plan shall govern amounts deferred under the WMC Plan, provided that, in the case of a former participant in the WMC Plan, a reference to the terms of the Plan in effect on January 1, 2004 shall be deemed a reference to the terms of the WMC Plan in effect on January 1, 2004. The timing and form of payments of amounts deferred under the WMC Plan as well as elections to defer made under the terms of the WMC Plan shall not be affected by the merger. The terms of this Plan and the merger of the WMC Plan into the Plan are intended to comply with section 409A of the Code.

 

 
 

 

 

 

 

Deferral Election Form

 

 

 

I am a participant in the Deferred Compensation Plan and I wish my compensation from Board service to [all funds] [the following funds: ______________________________________________________] deferred as follows:

 

 

I elect to defer the following portion of my compensation from the Participating Funds and designated above: [1]

 

·         Compensation as an Independent Board Member:_______%

 

 

I understand that, to be effective, this election must be filed with the Administrator of the Plan prior to the first day of the first calendar year to which it applies, except as provided in Section 4.2.a. of the Plan. Once effective, this election will continue until revoked or modified in accordance with the terms of the Plan.

 

I hereby specify that I shall be entitled to payment of my deferred compensation upon the occurrence of either Permissible Payment Event indicated in the corresponding box (check one), or any other Permissible Payment Event:

 

q   The date on which I am no longer an Independent Board Member of any fund managed by CRMC; or

 

q   The following date which is objectively determinable at the time my compensation is deferred and is at least twenty four months past the date of the first deferral election made by me (cannot be an “event”):

 

 

_______________________________________

 

 

I hereby specify that payments from my Deferred Payment Account(s) for the fund(s) listed above be made beginning within thirty (30) days of the close of the calendar quarter containing the Permissible Payment Event (outlined above):

 

q   In a single lump sum payment ;

 

OR

 

q   In annual q In quarterly variable dollar installment payments over a period of

q   5 years q 10 years q 15 years q years (not to exceed 30);

 

OR

 

q In annual q In quarterly fixed dollar payments of $ ___________ each; however, in no event shall any installment payment exceed the balance credited to my Deferred Payment Account on the date immediately preceding the date of payment.

 

AND (for multiple payments)

 

q         Applicable to Post-2004 deferrals only; continue any remaining installment payments due at my death to my surviving spouse beneficiary per the conditions stated in section 7.4.a of the Plan. Absent this election, post-2004 deferrals will be paid in a lump sum at death.

 

 

_______________________________________________________________

Name (please print)

 

 

 
 

 

_______________________

 

Date

 

_______________________________________________________________

Signature

 

 

______________________

SSN or ITIN

 

 

[1] If clarification regarding deferrals for different Funds is necessary, please attach explanatory sheet.

 
 

 

 

 

 

Beneficiary Election Form

 

 

 

I hereby designate the following beneficiary(ies) to receive any death benefit payable on account of my participation in the Deferred Compensation Plan.

 

 

Primary Beneficiary(ies):

 

1.       Name: ________________________________________ % Share:______________

Address: __________________________________________________________________

Relationship: _______________________________________________________________

Date of Birth: ___________________ Social Security #: _____________________

Trust Name and Date (if beneficiary is a trust): _________________________________

Trustee of Trust: ____________________________________________________________

 

2.       Name: ________________________________________ % Share: ______________

Address: __________________________________________________________________

Relationship: ______________________________________________________________

Date of Birth:_____________________ Social Security #:_____________________

Trust Name and Date (if beneficiary is a trust): _________________________________

Trustee of Trust: ____________________________________________________________

 

Contingent Beneficiary(ies):

 

1.       Name: ________________________________________ % Share: ______________

Address: __________________________________________________________________

Relationship: ______________________________________________________________

Date of Birth: ______________________ Social Security #: _____________________

Trust Name and Date (if beneficiary is a trust): _________________________________

Trustee of Trust:____________________________________________________________

 

2.       Name: ________________________________________ % Share: ______________

Address: __________________________________________________________________

Relationship: _______________________________________________________________

Date of Birth: _______________________ Social Security #: _____________________

Trust Name and Date (if beneficiary is a trust): _________________________________

Trustee of Trust: ____________________________________________________________

   

 

I understand that payment will be made to my Contingent Beneficiary(ies) only if there is no surviving Primary

 
 

Beneficiary(ies).

 

 

_________________________________________________________________

Participant’s Name (please print)

 

 

_____________________

Date

 

 

_________________________________________________________________

Participant’s Signature

 

 

 
 

 

 

 

 

 

Rate of Return Election Form

 

 

 

I am a participant in the Deferred Compensation Plan and I wish my compensation from Board service to [all funds] [the following funds: __________________________________________________________ ] invested as follows:

 

With respect to future earnings, I hereby elect to have amounts credited to my Deferred Payment Account(s) for the fund(s) listed above invested in Class F-2 shares of the specified funds:

 

*I understand that if I serve on the Board of a Money Market Fund, I may only have amounts credited to my Deferred Payment Account for that Money Market Fund with respect to future earnings invested in Class F-2 shares of that particular Money Market Fund.

 

FUNDS

AMCAP Fund (AMCAP)

American Balanced Fund (AMBAL)

American Funds Corporate Bond Fund (CBF)

American Funds Developing World Growth and Income Fund (DWGI)

American Funds Emerging Markets Bond Fund (EMBF)

American Funds Fundamental Investors (FI)

American Funds Global Balanced Fund (GBAL)

American Funds Inflation Linked Bond Fund (ILBF)

American Funds U.S. Government Money Market Fund* (MMF)

American Funds Mortgage Fund (AFMF)

American Funds Short-Term Tax-Exempt Bond Fund (STEX)

American Funds Strategic Bond Fund (SBF)

American Funds Tax-Exempt Fund of New York (TEFNY)

American High-Income Municipal Bond Fund (AHIM)

American High-Income Trust (AHIT)

American Mutual Fund (AMF)

The Bond Fund of America (BFA)

Capital Income Builder (CIB)

Capital World Bond Fund (WBF)

Capital World Growth and Income Fund (WGI)

EuroPacific Growth Fund (EUPAC)

The Growth Fund of America (GFA)

The Income Fund of America (IFA)

Intermediate Bond Fund of America (IBFA)

International Growth and Income Fund (IGI)

The Investment Company of America (ICA)

Limited Term Tax-Exempt Bond Fund of America (LTEX)

The New Economy Fund (NEF)

New Perspective Fund (NPF)

New World Fund, Inc. (NWF)

Short-Term Bond Fund of America (STBF)

SMALLCAP World Fund, Inc. (SCWF)

The Tax-Exempt Bond Fund of America (TEBF)

The Tax-Exempt Fund of California (TEFCA)

U.S. Government Securities Fund (GVT)

Washington Mutual Investors Fund (WMIF)

% ALLOCATION

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With respect to future earnings, I hereby elect to have amounts credited to my Deferred Payment Account(s) for the fund(s) listed above invested in Class F-2 shares of the specified funds:

 

*I understand that if I serve on the Board of a Money Market Fund, I may only have amounts credited to my Deferred Payment Account for that Money Market Fund with respect to future earnings invested in Class F-2 shares of that particular Money Market Fund.

 

 

American Funds 2060 Target Date Retirement Fund (AFTD60)

American Funds 2055 Target Date Retirement Fund (AFTD55)

American Funds 2050 Target Date Retirement Fund (AFTD50)

American Funds 2045 Target Date Retirement Fund (AFTD45)

American Funds 2040 Target Date Retirement Fund (AFTD40)

American Funds 2035 Target Date Retirement Fund AFTD35)

American Funds 2030 Target Date Retirement Fund (AFTD30)

American Funds 2025 Target Date Retirement Fund (AFTD25)

American Funds 2020 Target Date Retirement Fund (AFTD20)

American Funds 2015 Target Date Retirement Fund (AFTD15)

American Funds 2010 Target Date Retirement Fund (AFTD10)

American Funds Global Growth Portfolio (PSGG)

American Funds Growth Portfolio (PSG)

American Funds Growth and Income Portfolio (PSGI)

American Funds Moderate Growth and Income Portfolio (PSMGI)

American Funds Conservative Growth and Income Portfolio (PSCGI)

American Funds Tax-Advantaged Growth and Income Portfolio (PSTAGI)

American Funds Preservation Portfolio (PSP)

American Funds Tax-Exempt Preservation Portfolio (PSTEP)

American Funds Retirement Income Portfolio Series - Conservative (RIC)

American Funds Retirement Income Portfolio Series – Moderate (RIM)

American Funds Retirement Income Portfolio Series – Enhanced (RIE)

% ALLOCATION

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I have read and understand this Rate of Return Election Form. I understand that earnings credited to my Deferred Payment Account(s) under the Plan in accordance with this Form shall be credited in the form of Phantom Shares rather than actual shares. I further state that I have reviewed the prospectus for each designated mutual fund.

 

__________________________________________________________________

Name (please print)

 

 

_____________________

Date

 

 

__________________________________________________________________

Signature


 

 

 

 

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:

 

1. 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.

 

2. Definitions.

 

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 exemption, 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:

 

(x) 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;

 

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

 

(z) 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.

 

4. Subcustodians.

 

(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 Subcustodians, 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 31 st 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 Customer’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.

 

7. 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.

 

8. Deposit Account Transactions.

 

(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 collection 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 previously 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.

 

9. Custody Account Transactions.

 

(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.

 

10. Actions of Bank.

 

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 otherwise 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 transaction regarding Financial Assets in the Custody Account in respect of which Bank has agreed to take any action hereunder.

 

11. Corporate Actions; Proxies; Taxes; Class Actions.

 

(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 governmental 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 Information 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 information 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.

 

 

12. Nominees.

 

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 Customer 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.

 

14. Standard of Care; Liabilities.

 

(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 pursuant 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 brokerage 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.

 

15. Bank Fees and Expenses.

 

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.

 

16. Miscellaneous.

 

(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, 55 th 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: /s/ Carmelo Spinella __________________

Name: Carmelo Spinella

Title: Senior Vice President

 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

 

 

By: /s/ Oliver Kaufhold __________________________

Name: Oliver Kaufhold

Title: Vice President

AMENDMENT TO GLOBAL CUSTODY AGREEMENT

This AMENDMENT, dated as of November 5, 2018 (the "Amendment"), is to the GLOBAL CUSTODY AGREEMENT, effective as of December 21, 2006 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), between each of the investment companies and pooled investment vehicles (which may be organized as corporations, business or other trusts, limited liability companies, partnership, 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”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“J.P. Morgan”). Capitalized terms used but not defined in this Amendment shall have the meanings assigned to them under the Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth hereafter, the parties hereto agree as follows:

1) Amendments . The Customer and J.P. Morgan hereby agree to amend the Agreement as follows:
a. Exhibit A to the Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto.
2) Miscellaneous.
a. This Amendment may be executed in counterparts each of which will be deemed an original.
b. All references to the Agreement shall refer to the Agreement, as amended by this Amendment.
c. This Amendment shall be effective as of the date first written above.
d. Except as specifically amended hereby, all other terms and conditions of the Agreement are hereby ratified and shall remain unchanged and the Agreement shall continue in full force and effect.
e. This Amendment will be construed, regulated, and administered under the laws of the State of New York, without regard to New York’s principles regarding conflict of laws, except that the foregoing shall not reduce any statutory right to choose New York law or forum.

[ Signature page follows ]

 

 

 

 

 
 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

EACH OF THE CUSTOMERS LISTED ON APPENDIX A ATTACHED HERETO, ON BEHALF OF ITSELF OR ITS LISTED PORFOLIOS

CAPITAL RESEARCH AND MANAGEMENT

COMPANY

By: /s/ Kristine M. Nishiyama

Name: Kristine M. Nishiyama

Title: Authorized Signer

 

 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

By: /s/ Brian Eckert

Name: Brian Eckert

Title: Executive Director

 
 

EXHIBIT A

  LIST OF FUNDS COVERED BY CUSTODY AGREEMENT

CUSTOMER PORTFOLIO EFFECTIVE AS OF:
AMCAP Fund 12/26/2006
American Balanced Fund 12/26/2006
The American Funds Income Series - U.S. Government Securities Fund 12/26/2006
American Funds U.S. Government Money Market Fund 04/17/2009
American Funds Short-Term Tax Exempt Bond Fund   08/07/2009
American High Income Trust   12/26/2006
American High-Income Municipal Bond Fund 12/26/2006
American Mutual Fund 12/26/2006
Capital Income Builder 12/26/2006
Capital World Bond Fund 12/26/2006
Capital World Growth and Income Fund 12/26/2006
EuroPacific Growth Fund 12/26/2006
Intermediate Bond Fund of America 12/26/2006
International Growth and Income Fund 08/14/2008
Limited Term Tax-Exempt Bond Fund of America 12/26/2006
New Perspective Fund 12/26/2006
New World Fund, Inc 12/26/2006
Short-Term Bond Fund of America 12/26/2006
The Bond Fund of America 12/26/2006
The Income Fund of America 12/26/2006
The Investment Company of America 12/26/2006
American Funds Strategic Bond Fund 12/18/2015
The Tax-Exempt Bond Fund of America   12/26/2006
The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California 12/26/2006
American Funds 2010 Target Date Retirement Fund 01/24/2007
American Funds 2015 Target Date Retirement Fund 01/24/2007
American Funds 2020 Target Date Retirement Fund 01/24/2007
American Funds 2025 Target Date Retirement Fund 01/24/2007
American Funds 2030 Target Date Retirement Fund 01/24/2007
American Funds 2035 Target Date Retirement Fund 01/24/2007
American Funds 2040 Target Date Retirement Fund 01/24/2007
American Funds 2045 Target Date Retirement Fund 01/24/2007
American Funds 2050 Target Date Retirement Fund 01/24/2007
American Funds 2055 Target Date Retirement Fund 01/28/2010
American Funds 2060 Target Date Retirement Fund 03/27/2015
Capital World Bond Fund – Collateral In - JPMorgan 10/16/2009
Capital World Bond Fund – Collateral Out - JPMorgan 10/16/2009
American Funds Global Growth Portfolio 03/14/2012
American Funds Growth and Income Portfolio 03/14/2012
American Funds Growth Portfolio 03/14/2012
American Funds Income Portfolio 03/14/2012
American Funds Preservation Portfolio 03/14/2012
American Funds Balanced Portfolio 03/14/2012
American Funds Tax-Advantaged Income Portfolio 03/14/2012
American Funds Tax-Exempt Preservation Portfolio 03/14/2012
Washington Mutual Investors Fund 02/15/2013
Capital Group Central Cash Fund   11/05/2018

 

CAPITAL GROUP CENTRAL FUND SERIES

 

AMENDED AND RESTATED SHAREHOLDER SERVICES AGREEMENT

 

 

1.                The parties to this Amended and Restated Shareholder Services Agreement (the “Agreement”), which is effective as of April 1, 2018, are CAPITAL GROUP CENTRAL FUND SERIES (the “Trust”), a Delaware statutory trust consisting of one Fund, the Capital Group Central Cash Fund (the “Fund”), and American Funds Service Company, a California corporation (“AFS”). AFS is a wholly owned subsidiary of Capital Research and Management Company (“CRMC”). This Agreement will continue in effect until amended or terminated in accordance with its terms.

 

2.                The Trust hereby employs AFS, and AFS hereby accepts such employment by the Trust, as its transfer agent. In such capacity AFS will provide the services of stock transfer agent, dividend disbursing agent, redemption agent, and such additional related services as the Trust may from time to time require, in respect of Class M shares (the “shares”) of the Fund, all of which services are sometimes referred to herein as “shareholder services.” In addition, AFS assumes responsibility for the Trust’s implementation and compliance with the procedures set forth in the Anti-Money Laundering Program (“AML Program”) of the Trust and does hereby agree to provide all records relating to the AML Program to any federal examiner of the Trust upon request.

 

3.                AFS has entered into substantially identical agreements with other investment companies for which CRMC serves as investment adviser. (For the purposes of this Agreement, such investment companies, including the Trust, are called “participating investment companies.”)

 

4.                AFS has entered into an agreement with DST Systems, Inc. (hereinafter called “DST”), to provide AFS with electronic data processing services sufficient for the performance of the shareholder services referred to in paragraph 2.

 

5.                The Trust, together with the other participating investment companies, will maintain a Review and Advisory Committee, which Committee will review and may make recommendations to the boards of the participating investment companies regarding all fees and charges provided for in this Agreement, as well as review the level and quality of the shareholder services rendered to the participating investment companies and their shareholders. Each participating investment company may select one director or trustee who is not affiliated with CRMC, or any of its affiliated companies, to serve on the Review and Advisory Committee.

 

 
 

6.                AFS will provide to the participating investment companies the shareholder services referred to herein in return for the following fees:

 

Annual account maintenance fee (paid monthly):

 

Fee per account (annual rate) Rate

Broker controlled account (networked and street) $0.84

Full service account $16.00

 

No annual fee will be charged for a participant account underlying a 401(k) or other defined contribution plan where the plan maintains a single account on AFS’ books and responds to all participant inquiries.

 

The fees described above shall be invoiced and paid within 30 days after the end of the month in which the services were performed.

 

Any revision of the schedule of charges set forth herein shall require the affirmative vote of a majority of the members of the board of [trustees/directors] of the Trust.

 

7.                a. All Fund-specific charges from third parties -- including DST charges, payments described in the next sentence, postage, National Securities Clearing Corporation (NSCC) transaction charges and similar out-of-pocket expenses -- will be passed through directly to the Fund or other participating investment companies, as applicable. AFS, subject to approval of its board of directors, is authorized in its discretion to negotiate payments to third parties for account maintenance and/or transaction processing services described in paragraph 7.b., provided such payments do not exceed the anticipated savings to the Fund, either in fees payable to AFS hereunder or in other direct Fund expenses, that AFS reasonably anticipates would be realized by the Fund from using the services of such third party rather than maintaining the accounts directly on AFS’ books and/or processing non-automated transactions.

 

b.       During the term of this Agreement, AFS shall perform or cause to be performed the transfer agent services set forth in Exhibit A hereto, as such exhibit may be amended from time to time by mutual consent of the parties. The Trust and AFS acknowledge that AFS will contract with third parties, to perform such transfer agent services. In selecting third parties to perform transfer agent services, AFS shall select only those third parties that AFS reasonably believes have adequate facilities and personnel to diligently perform such services. CRMC or its affiliates shall monitor, coordinate and oversee the activities performed by the third parties with which AFS contracts.

 
 

 

8.                It is understood that AFS may have income in excess of its expenses and may accumulate capital and surplus. AFS is not, however, permitted to distribute any net income or accumulated surplus to its parent, CRMC, in the form of a dividend without the affirmative vote of a majority of the members of the board of trustees of the Trust and all participating investment companies.

 

9.                This Agreement may be amended at any time by mutual agreement of the parties, with agreement of the Trust to be evidenced by affirmative vote of a majority of the members of the board of trustees of the Trust.

 

10.            This Agreement may be terminated on 180 days’ written notice by either party. In the event of a termination of this Agreement, AFS and the Trust will each extend full cooperation in effecting a conversion to whatever successor shareholder service provider(s) the Trust may select, it being understood that all records relating to the Trust and its shareholders are property of the Trust.

 

11.            In the event of a termination of this Agreement by the Trust, the Fund will pay to AFS as a termination fee the Fund’s proportionate share of any costs of conversion of the Fund’s shareholder service from AFS to a successor. In the event of termination of this Agreement and all corresponding agreements with all the participating investment companies, all assets of AFS will be sold or otherwise converted to cash, with a view to the liquidation of AFS when it ceases to provide shareholder services for the participating investment companies. To the extent any such assets are sold by AFS to CRMC and/or any of its affiliates, such sales shall be at fair market value at the time of sale as agreed upon by AFS, the purchasing company or companies, and the Review and Advisory Committee. After all assets of AFS have been converted to cash and all liabilities of AFS have been paid or discharged, an amount equal to any capital or paid-in surplus of AFS that shall have been contributed by CRMC or its affiliates shall be set aside in cash for distribution to CRMC upon liquidation of AFS. Any other capital or surplus and any assets of AFS remaining after the foregoing provisions for liabilities and return of capital or paid-in surplus to CRMC shall be distributed to the participating investment companies in such proportions as may be determined by the Review and Advisory Committee.

 

12.            In the event of disagreement between the Trust and AFS, or between the Trust and other participating investment companies as to any matter arising under this Agreement, which the parties to the disagreement are unable to resolve, the question shall be referred to the Review and Advisory Committee for resolution. If the Review and Advisory Committee is unable to resolve the question to the satisfaction of both parties, either party may elect to submit the question to arbitration; one arbitrator to be named by each party to the disagreement and a third arbitrator to be selected by the two arbitrators named by the original parties. The

 
 

decision of a majority of the arbitrators shall be final and binding on all parties to the arbitration. The expenses of such arbitration shall be paid by the party electing to submit the question to arbitration.

 

13.            The obligations of the Trust and the Fund under this Agreement are not binding upon any of the trustees, officers, employees, agents or shareholders of the Trust and the Fund individually, but bind only the Trust and the Fund itself. AFS agrees to look solely to the assets of the Fund for the satisfaction of any liability of the Trust or the Fund in respect to this Agreement and will not seek recourse against such trustees, officers, employees, agents or shareholders, or any of them or their personal assets for such satisfaction.

 

 

 

[Remainder of page intentionally left blank.]

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate original by their officers thereunto duly authorized, as of April 1, 2018.

 

AMERICAN FUNDS SERVICE COMPANY CAPITAL GROUP CENTRAL FUND SERIES
   
   
   
By  /s/ Angela M. Mitchell By  /s/ Steven I. Koszalka
Angela M. Mitchell Steven I. Koszalka
Secretary Secretary

 

 

 

 
 

EXHIBIT A

to the

Amended and Restated Shareholder Services Agreement

 

AFS or any third party with whom it may contract (AFS and any such third-party are collectively referred to as (“Service Provider”) shall act, as necessary, as stock transfer agent, dividend disbursing agent and redemption agent for the Fund’s shares and shall provide such additional related services as the Fund’s shares may from time to time require.

 

1. Record Maintenance

 

The Service Provider shall maintain, and require any third parties with which it contracts to maintain with respect to the Fund’s shareholders holding the Fund’s shares in a Service Provider account (“Customers”) the following records:

 

a. Number of shares;

 

b.               Date, price and amount of purchases and redemptions (including dividend reinvestments) and dates and amounts of dividends paid for at least the current year to date;

 

c.                Name and address of the Customer, including zip codes and social security numbers or taxpayer identification numbers;

 

d.               Records of distributions and dividend payments; and

 

e.                Any transfers of shares.

 

2. Shareholder Communications

 

Service Provider shall:

 

a.                Provide to a shareholder mailing agent for the purpose of delivering certain Fund-related material the names and addresses of all Customers. The Fund-related material shall consist of updated summary prospectuses and/or prospectuses and any supplements and amendments thereto, annual and other periodic reports, proxy or information statements and other appropriate shareholder communications. In the alternative, the Service Provider may distribute the Fund related material to its Customers.

 

 
 

b.               Deliver current Fund summary prospectuses, prospectuses and statements of additional information and annual and other periodic reports upon Customer request, and, as applicable, with confirmation statements.

 

c.                Deliver statements to Customers on no less frequently than a quarterly basis showing, among other things, the number of shares of the Fund owned by such Customer and the net asset value of shares of the Fund as of a recent date.

 

d.               Produce and deliver to Customers confirmation statements reflecting purchases and redemptions of shares of the Fund.

 

e.                Respond to Customer inquiries regarding, among other things, share prices, account balances, dividend amounts and dividend payment dates.

 

 

f.                  If the Service Provider accepts transactions in the Fund’s shares from any brokers or banks in an omnibus relationship, require each such broker or bank to provide such shareholder communications as set forth in 2(a) through 2(e) to its own Customers.

 

3. Transactional Services

 

The Service Provider shall communicate to its Customers, as to shares of the Fund, purchase, redemption and exchange orders reflecting the orders it receives from its Customers or from any brokers and banks for their Customers. The Service Provider shall also communicate to beneficial owners holding through it, and to any brokers or banks for beneficial owners holding through them, as to shares of the Fund, mergers, splits and other reorganization activities, and require any broker or bank to communicate such information to its Customers.

 

4. Tax Information Returns and Reports

 

The Service Provider shall prepare and file, and require to be prepared and filed by any brokers or banks as to their Customers, with the appropriate governmental agencies, such information, returns and reports as are required to be so filed for reporting: (i) dividends and other distributions made; (ii) amounts withheld on dividends and other distributions and payments under applicable federal and state laws, rules and regulations; and (iii) gross proceeds of sales transactions as required.

 

 
 
5. Fund Communications

 

The Service Provider shall, upon request by the Fund, on each business day, report the number of shares on which the transfer agency fee is to be paid pursuant to this Agreement. The Service Provider shall also provide the Fund with a monthly invoice.

 

6. Coordination, Oversight and Monitoring of Service Providers

 

CRMC shall coordinate, monitor and oversee the activities performed by the Service Providers with which AFS contracts. AFS shall monitor Service Providers’ provision of services including the delivery of Customer account statements and all Fund-related material, including summary prospectuses and/or prospectuses, shareholder reports, and proxies.

INDEMNIFICATION AGREEMENT

 

This Indemnification Agreement (the “Agreement”) is made as of the date set forth on the signature page by and between Capital Group Central Fund Series (Capital Group Central Cash Fund), a Delaware statutory trust (the “Fund”), and the trustee of the Fund whose name is set forth on the signature page (the “Board Member”).

 

WHEREAS, the Board Member is a trustee of the Fund, and the Fund wishes the Board Member to continue to serve in that capacity; and

 

WHEREAS, the Agreement and Declaration of Trust of the Fund (the “Trust Instrument”) and By-Laws of the Fund and applicable federal and Delaware laws permit the Fund to contractually obligate itself to indemnify and hold the Board Member harmless to the fullest extent permitted by law;

 

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements set forth herein, the parties hereby agree as set forth below. Certain capitalized terms used herein are defined in Section 5.

 

1. Indemnification . The Fund shall indemnify and hold harmless the Board Member against any liabilities or Expenses (collectively, “Liability”) actually and reasonably incurred by the Board Member in any Proceeding arising out of or in connection with the Board Member’s service to the Fund, to the fullest extent permitted by the Trust Instrument and By-Laws of the Fund and the laws of the State of Delaware, the Securities Act of 1933, and the Investment Company Act of 1940, as now or hereafter in force, subject to the provisions of paragraphs (a), (b) and (c) of this Section 1. The Fund’s Board of Trustees shall take such actions as may be necessary to carry out the intent of these indemnification provisions and shall not amend the Fund’s Trust Instrument or By-laws to limit or eliminate the right to indemnification provided herein with respect to acts or omissions occurring prior to such amendment or repeal.

 

(a) Special Condition . With respect to Liability to the Fund or its shareholders, and subject to applicable state and federal law, the Board Member shall be indemnified pursuant to this Section 1 against any Liability unless such Liability arises by reason of the Board Member’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office as defined in such Section 17(h) of the Investment Company Act of 1940, as amended (“Disabling Conduct”).

 

(b) Special Process Condition . With respect to Liability to the Fund or its shareholders, no indemnification shall be made unless a determination has been made by reasonable and fair means that the Board Member has not engaged in Disabling Conduct. Such reasonable and fair means shall be established in conformity with then applicable federal and Delaware law and administrative interpretations. In any determination with respect to Disabling Conduct, a trustee requesting indemnification who is not an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, shall be afforded a rebuttable presumption that such trustee did not engage in such conduct while acting in his or her capacity as a trustee.

 
 

 

(c) State Law Restrictions . In accordance with the Delaware Statutory Trust Act, the Board Member shall not be indemnified and held harmless pursuant to this Section 1 if the substantive and procedural standards for indemnification under such law have not been met.

 

2. Advancement of Expenses . The Fund shall promptly advance funds to the Board Member to cover any and all Expenses the Board Member incurs with respect to any Proceeding arising out of or in connection with the Board Member’s service to the Fund, to the fullest extent permitted by the laws of the State of Delaware, the Securities Act of 1933, and the Investment Company Act of 1940, as such statutes are now or hereafter in force, subject to the provisions of paragraphs (a) and (b) of this Section 2.

 

(a) Affirmation of Conduct. A request by the Board Member for advancement of funds pursuant to this Section 2 shall be accompanied by the Board Member’s written affirmation of his or her good faith belief that he or she met the standard of conduct necessary for indemnification, and such other statements, documents or undertakings as may be required under applicable federal and Delaware law.

 

(b) Special Conditions to Advancement . With respect to Liability to the Fund or its shareholders, and subject to applicable state and federal law, the Board Member shall be entitled to advancements of Expenses pursuant to this Section 2 against any Liability to the Fund or its shareholders if (1) the Fund has obtained assurances to the extent required by applicable federal and Delaware law, such as by obtaining insurance or receiving collateral provided by the Board Member, to the reasonable satisfaction of the Board, that the advance will be repaid if the Board Member is found to have engaged in Disabling Conduct, or (2) the Board has a reasonable belief that the Board Member has not engaged in Disabling Conduct and ultimately will be entitled to indemnification. In forming such a reasonable belief, the Board of Trustees shall act in conformity with then applicable federal and Delaware law and administrative interpretations, and shall afford a trustee requesting an advance who is not an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, a rebuttable presumption that such trustee did not engage in Disabling Conduct while acting in his or her capacity as a trustee.

 

3. Procedure for Determination of Entitlement to Indemnification and Advancements . A request by the Board Member for indemnification or advancement of Expenses shall be made in writing, and shall be accompanied by such relevant documentation and information as is reasonably available to the Board Member. The Secretary of the Fund shall promptly advise the Board of such request.

 

(a) Methods of Determination. Upon the Board Member’s request for indemnification or advancement of Expenses, a determination with respect to the Board Member’s entitlement thereto shall be made by the Board or Independent Counsel in accordance with applicable federal and Delaware law. The Board Member shall have the right, in his or her sole discretion, to have Independent Counsel make such a determination. The Board Member shall cooperate with the person or persons making such determination, including without limitation providing to such persons upon reasonable advance request any documentation or information that is not privileged

 
 

or otherwise protected from disclosure and is reasonably available to the Board Member and reasonably necessary to such determination. Any Expenses incurred by the Board Member in so cooperating shall be borne by the Fund, irrespective of the determination as to the Board Member’s entitlement to indemnification or advancement of Expenses.

 

(b ) Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees shall select the Independent Counsel, and the Secretary of the Fund shall give written notice to the Board Member advising the Board Member of the identity of the Independent Counsel selected. The Board Member may, within five days after receipt of such written notice, deliver to the Secretary of the Fund a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 4, and shall set forth with particularity the factual basis of such assertion. Upon such objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel.

 

If within fourteen days after submission by the Board Member of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been selected without objection, then either the Board or the Board Member may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel.

 

The Fund shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

 

(c) Failure to Make Timely Determination. If the person or persons empowered or selected to determine whether the Board Member is entitled to indemnification or advancement of Expenses shall not have made such determination within thirty days after receipt by the Secretary of the Fund of the request therefor, the requisite determination of entitlement to indemnification or advancement of Expenses shall be deemed to have been made, and the Board Member shall be entitled to such indemnification or advancement, absent (i) an intentional misstatement by the Board Member of a material fact, or an intentional omission of a material fact necessary to make the Board Member’s statement not materially misleading, in connection with the request for indemnification or advancement of Expenses, or (ii) a prohibition of such indemnification or advancements under applicable federal and Delaware law; provided, however, that such period may be extended for a reasonable period of time, not to exceed an additional thirty days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto.

 

(d) Payment Upon Determination of Entitlement. If a determination is made pursuant to Section 1 or Section 2 (or is deemed to be made pursuant to paragraph (c) of this Section 3) that

 
 

the Board Member is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Board Member shall be made within ten days after such determination (and, in the case of advancements of further Expenses, within ten days after submission of supporting information). If such payment is not made when due, the Board Member shall be entitled to an adjudication in a court of competent jurisdiction of the Board Member’s entitlement to such indemnification or advancements. The Board Member shall commence such proceeding seeking an adjudication within one year following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d). In any such proceeding, the Fund shall be bound by the determination that the Board Member is entitled to indemnification or advancements, absent (i) an intentional misstatement by the Board Member of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, or (ii) a prohibition of such indemnification or advancements under applicable federal and Delaware law.

 

(e) Appeal of Adverse Determination. If a determination is made that the Board Member is not entitled to indemnification or advancements, the Board Member shall be entitled to an adjudication of such matter in any court of competent jurisdiction. Alternatively, the Board Member, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association. The Board Member shall commence such proceeding or arbitration within one year following the date on which the adverse determination is made. Any such judicial proceeding or arbitration shall be conducted in all respect as a de novo trial or arbitration on the merits, and the Board Member shall not be prejudiced by reason of such adverse determination.

 

(f) Expenses of Appeal. If the Board Member seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, the indemnification or Expense advancement provisions of this Agreement, the Board Member shall be entitled to recover from the Fund, and shall be indemnified by the Fund against, any and all Expenses actually and reasonably incurred by the Board Member in such judicial adjudication or arbitration, but only if the Board Member prevails therein. If it shall be determined in such judicial adjudication or arbitration that the Board Member is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by the Board Member in connection with such judicial adjudication or arbitration shall be prorated as the court or arbitrator determines to be appropriate.

 

(g) Validity of Agreement . In any judicial proceeding or arbitration commenced pursuant to this Section 3, the Fund shall be precluded from asserting that the procedures and presumptions set forth in this Agreement are not valid, binding and enforceable against the Fund, and shall stipulate in any such court or before any such arbitrator that the Fund is bound by all the provisions of this Agreement.

 

4. General Provisions.

 

(a) Non-Exclusive Rights . The provisions for indemnification of, and advancement of Expenses to, the Board Member set forth in this Agreement shall not be deemed exclusive of any other rights to which the Board Member may otherwise be entitled. Notwithstanding the

 
 

previous sentence, the indemnification provided for in this Agreement is in lieu of, and not in addition to, the indemnification set forth in the Trust Instrument. The Fund shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Board Member has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

 

(b) Continuation of Provisions . This Agreement shall be binding upon all successors of the Fund, including without limitation any transferee of all or substantially all assets of the Fund and any successor by merger, consolidation, or operation of law, and shall inure to the benefit of the Board Member’s spouse, heirs, assigns, devisees, executors, administrators and legal representatives. The provisions of this Agreement shall continue until the later of (1) ten years after the Board Member has ceased to provide any service to the Fund, and (2) the final termination of all Proceedings in respect of which the Board Member has asserted, is entitled to assert, or has been granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by the Board Member pursuant to Section 3 relating thereto. Unless required by applicable federal or Delaware law, no amendment of the Trust Instrument or By-Laws of the Fund shall limit or eliminate the right of the Board Member to indemnification and advancement of Expenses set forth in this Agreement with respect to acts or omissions occurring prior to such amendment or repeal. In the event the Fund or any successor shall discontinue its operations within the term of this Agreement, adequate provision shall be made to honor the Fund’s obligations under this Agreement.

 

(c) Selection of Counsel . Counsel selected by the Board shall be entitled to assume the defense of any Proceeding for which the Board Member seeks indemnification or advancement of Expenses under this Agreement. However, counsel selected by the Board Member shall conduct the defense of the Board Member to the extent reasonably determined by such counsel to be necessary to protect the interests of the Board Member, and the Fund shall indemnify the Board Member therefor to the extent otherwise permitted under this Agreement, if (1) the Board Member reasonably determines that there may be a conflict in the Proceeding between the positions of the Board Member and the positions of the Fund or the other parties to the Proceeding that are indemnified by the Fund and not represented by separate counsel, or the Board Member otherwise reasonably concludes that representation of both the Board Member, the Fund and such other parties by the same counsel would not be appropriate, or (2) the Proceeding involves the Board Member but neither the Fund nor any such other party and the Board Member reasonably withholds consent to being represented by counsel selected by the Fund. If the Board has not selected counsel to assume the defense of any such Proceeding for the Board Member within thirty days after receiving written notice thereof from the Board Member, the Fund shall be deemed to have waived any right it might otherwise have to assume such defense.

 

(d) D&O Insurance . For a period of at least six years after the Board Member has ceased to provide services to the Fund, the Fund shall purchase and maintain in effect, through “tail” or other appropriate coverage, one or more policies of insurance on behalf of the Board Member to the maximum extent of the coverage provided to the active members of the Board of Trustees of the Fund.

 

 
 

(e) Subrogation . In the event of any payment by the Fund pursuant to this Agreement, the Fund shall be subrogated to the extent of such payment to all of the rights of recovery of the Board Member, who shall, upon reasonable written request by the Fund and at the Fund’s expense, execute all such documents and take all such reasonable actions as are necessary to enable the Fund to enforce such rights. Nothing in this Agreement shall be deemed to diminish or otherwise restrict the right of the Fund or the Board Member to proceed or collect against any insurers and to give such insurers any rights against the Fund under or with respect to this Agreement, including without limitation any right to be subrogated to the Board Member’s rights hereunder, unless otherwise expressly agreed to by the Fund in writing, and the obligation of such insurers to the Fund and the Board Member shall not be deemed to be reduced or impaired in any respect by virtue of the provisions of this Agreement.

 

(f) Notice of Proceedings. The Board Member shall promptly notify the Secretary of the Fund in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding which may be subject to indemnification or advancement of expense pursuant to this Agreement, but no delay in providing such notice shall in any way limit or affect the Board Member’s rights or the Fund’s obligations under this Agreement.

 

(g) Notices. All notices, requests, demands and other communications to a party pursuant to this Agreement shall be in writing, addressed to such party at the address specified on the signature page of this Agreement (or such other address as may have been furnished by such party by notice in accordance with this paragraph), and shall be deemed to have been duly given when delivered personally (with a written receipt by the addressee) or two days after being sent (1) by certified or registered mail, postage prepaid, return receipt requested, (2) by nationally recognized overnight courier service or (3) by tested electronic means.

 

(h) Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, in whole or in part, for any reason whatsoever, (1) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any provision that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (2) to the fullest extent possible, the remaining provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

 

(i) Modification and Waiver. This Agreement supersedes any existing or prior agreement between the Fund and the Board Member pertaining to the subject matter of indemnification, advancement of Expenses and insurance. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties or their respective successors or legal representatives. Any waiver by either party of any breach by the other party of any provision contained in this Agreement to be performed by the other party must be in writing and signed by the waiving party or such party’s successor or legal representative, and no such waiver shall be deemed a waiver of similar or other provisions at the same or any prior or subsequent time.

 

 
 

(j) Headings. The headings of the Sections of this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

 

(k) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which when taken together shall constitute one document.

 

(l) Applicable Law. This Agreement shall be governed by and construed and enforce in accordance with the laws of the State of Delaware without reference to principles of conflict of laws.

 

5. Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

 

(a) “Board” means the board of trustees of the Fund, excluding those members of the board of trustees who are not eligible under applicable federal or Delaware law to participate in making a particular determination pursuant to Section 3 of this Agreement; provided, however, that if no two members of the Board of Trustees are eligible to participate, Board shall mean Independent Counsel.

 

(b) “Disabling Conduct” shall be as defined in Section 1.

 

(c) “Expenses” shall include without limitation all judgments, penalties, fines, amounts paid or to be paid in settlement, ERISA excise taxes, liabilities, losses, interest, expenses of investigation, attorneys’ fees, retainers, court costs, transcript costs, fees of experts and witnesses, expenses of preparing for and attending depositions and other proceedings, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other costs, disbursements or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or acting as a witness in a Proceeding.

 

(d) “Final termination of a Proceeding” shall mean a final adjudication by court order or judgment of the court or other body before which a matter is pending, from which no further right of appeal or review exists.

 

(e) “Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of investment company law and neither at the time of designation is, nor in the five years immediately preceding such designation was, retained to represent (A) the Fund or the Board Member in any matter material to either, or (B) any other party to the Proceeding giving rise to a claim for indemnification or advancements hereunder. Notwithstanding the foregoing, however, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Fund or the Board Member in an action to determine the Board Member’s rights pursuant to this Agreement, regardless of when the Board Member’s act or failure to act occurred.

 

 
 

(f) “Independent Board Member” shall mean a trustee of the Fund who is neither an “interested person” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor a party to the Proceeding with respect to which indemnification or advances are sought.

 

(g) “Liability shall be as defined in Section 1.

 

(h) “Proceeding” shall include without limitation any threatened, pending or completed claim, demand, threat, discovery request, request for testimony or information, action, suit, arbitration, alternative dispute mechanism, investigation, hearing, or other proceeding, including any appeal from any of the foregoing, whether civil, criminal, administrative or investigative, and shall also include any proceeding brought by the Board Member against the Fund.

 

(i) The Board Member’s “service to the Fund” shall include without limitation the Board Member’s service as a trustee, officer, employee, agent or representative of the Fund, and his or her service at the request of the Fund as a director, trustee, officer, employee, agent or representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

 
 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth below.

 

Dated: March 5, 2018

 

CAPITAL GROUP CENTRAL FUND SERIES
(CAPITAL GROUP CENTRAL CASH FUND)
a Delaware Statutory Trust
 
 
By: /s/ Steven I. Koszalka
Name: Steven I. Koszalka
Title:   Secretary
Address for notices:
6455 Irvine Center Drive
Irvine, CA 92618-4518
 
 
 
/s/ William H. Baribault
Name: William H. Baribault
Address for notices:

 

 
 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth below.

 

Dated: March 3, 2018

 

 

CAPITAL GROUP CENTRAL FUND SERIES
(CAPITAL GROUP CENTRAL CASH FUND)
a Delaware Statutory Trust
 
 
By: /s/ Steven I. Koszalka
Name: Steven I. Koszalka
Title:   Secretary
Address for notices:
6455 Irvine Center Drive
Irvine, CA 92618-4518
 
 
 
/s/ James G. Ellis
Name: James G. Ellis
Address for notices:

 

 
 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth below.

 

Dated: March 5, 2018

 

CAPITAL GROUP CENTRAL FUND SERIES
(CAPITAL GROUP CENTRAL CASH FUND)
a Delaware Statutory Trust
 
 
By: /s/ Steven I. Koszalka
Name: Steven I. Koszalka
Title:   Secretary
Address for notices:
6455 Irvine Center Drive
Irvine, CA 92618-4518
 
 
 
/s/ Nariman Farvardin
Name: Nariman Farvardin
Address for notices:

 

 

 
 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth below.

 

Dated: March 5, 2018

 

 

CAPITAL GROUP CENTRAL FUND SERIES
(CAPITAL GROUP CENTRAL CASH FUND)
a Delaware Statutory Trust
 
 
By: /s/ Steven I. Koszalka
Name: Steven I. Koszalka
Title:   Secretary
Address for notices:
6455 Irvine Center Drive
Irvine, CA 92618-4518
 
 
 
/s/ Leonard R. Fuller
Name: Leonard R. Fuller
Address for notices:

 

 
 

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth below.

 

Dated: March 5, 2018

 

 

CAPITAL GROUP CENTRAL FUND SERIES
(CAPITAL GROUP CENTRAL CASH FUND)
a Delaware Statutory Trust
 
 
By: /s/ Steven I. Koszalka
Name: Steven I. Koszalka
Title:   Secretary
Address for notices:
6455 Irvine Center Drive
Irvine, CA 92618-4518
 
 
 
/s/ Mary Davis Holt
Name: Mary Davis Holt
Address for notices:

 

 

 
 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth below.

 

Dated: March 5, 2018

 

 

CAPITAL GROUP CENTRAL FUND SERIES
(CAPITAL GROUP CENTRAL CASH FUND)
a Delaware Statutory Trust
 
 
By: /s/ Steven I. Koszalka
Name: Steven I. Koszalka
Title:   Secretary
Address for notices:
6455 Irvine Center Drive
Irvine, CA 92618-4518
 
 
 
/s/ R. Clark Hooper
Name: R. Clark Hooper
Address for notices:

 

 

 
 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth below.

 

Dated: March 5, 2018

 

 

CAPITAL GROUP CENTRAL FUND SERIES
(CAPITAL GROUP CENTRAL CASH FUND)
a Delaware Statutory Trust
 
 
By: /s/ Steven I. Koszalka
Name: Steven I. Koszalka
Title:   Secretary
Address for notices:
6455 Irvine Center Drive
Irvine, CA 92618-4518
 
 
 
/s/ Merit E. Janow
Name: Merit E. Janow
Address for notices:

 

 

 
 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth below.

 

Dated: March 5, 2018

 

 

CAPITAL GROUP CENTRAL FUND SERIES
(CAPITAL GROUP CENTRAL CASH FUND)
a Delaware Statutory Trust
 
 
By: /s/ Steven I. Koszalka
Name: Steven I. Koszalka
Title:   Secretary
Address for notices:
6455 Irvine Center Drive
Irvine, CA 92618-4518
 
 
 
/s/ Laurel B. Mitchell
Name: Laurel B. Mitchell
Address for notices:

 

 
 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth below.

 

Dated: March 5, 2018

 

 

CAPITAL GROUP CENTRAL FUND SERIES
(CAPITAL GROUP CENTRAL CASH FUND)
a Delaware Statutory Trust
 
 
By: /s/ Steven I. Koszalka
Name: Steven I. Koszalka
Title:   Secretary
Address for notices:
6455 Irvine Center Drive
Irvine, CA 92618-4518
 
 
 
/s/ Frank M. Sanchez
Name: Frank M. Sanchez
Address for notices:

 

 
 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth below.

 

Dated: March 5, 2018

 

 

CAPITAL GROUP CENTRAL FUND SERIES
(CAPITAL GROUP CENTRAL CASH FUND)
a Delaware Statutory Trust
 
 
By: /s/ Steven I. Koszalka
Name: Steven I. Koszalka
Title:   Secretary
Address for notices:
6455 Irvine Center Drive
Irvine, CA 92618-4518
 
 
 
/s/ Margaret Spellings
Name: Margaret Spellings
Address for notices:

 

 

 
 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth below.

 

Dated: March 5, 2018

 

 

CAPITAL GROUP CENTRAL FUND SERIES
(CAPITAL GROUP CENTRAL CASH FUND)
a Delaware Statutory Trust
 
 
By: /s/ Steven I. Koszalka
Name: Steven I. Koszalka
Title:   Secretary
Address for notices:
6455 Irvine Center Drive
Irvine, CA 92618-4518
 
 
 
/s/ Alexandra Trower
Name: Alexandra Trower
Address for notices:

 

 

 

Steven I. Koszalka

Secretary

 

Capital Group Central Fund Series

Capital Group Central Cash Fund

 

6455 Irvine Center Drive

Irvine, California 92618-4518

 

(213) 486-9447 | TEL

(213) 486-9477 | FAX

siik@capgroup.com

 

 

 

January 9, 2019

 

Capital Research and Management Company

333 South Hope Street

Los Angeles, CA 90071

 

Re: Investment Letter

 

Ladies and Gentlemen:

 

Capital Group Central Cash Fund, a Delaware domestic statutory trust (the “Fund”), hereby offers to sell you 1,000 shares in Class M shares of beneficial interest, no par value (the “Shares”), at a price of $100.00 per share upon the following terms and conditions:

 

You agree to pay to the Fund the aggregate purchase price of $100,000.00 against delivery of a statement confirming the registration of the Shares in your name.

 

You represent to the Fund that you are purchasing the Shares for your own account for investment purposes and not with the present intention of redeeming or reselling the Shares and that the purchase price of such Shares is in payment for an equity interest and does not represent a loan or temporary advance by you.

 

You understand that you are obligated to pay certain expenses incurred in connection with the organization of the Fund, as shall be reflected in an Investment Advisory and Service Agreement between you and the Fund. You agree that you will not redeem any of the Shares while any portion of such organizational expenses has not been paid by you.

 

 

Very truly yours,

 

CAPITAL GROUP CENTRAL FUND SERIES

 

By /s/ Steven I. Koszalka

Steven I. Koszalka

Secretary

 

 

Confirmed and agreed to January 9, 2019

 

CAPITAL RESEARCH AND MANAGEMENT COMPANY

 

By /s/ Kristine M. Nishiyama

Kristine M. Nishiyama

Senior Vice President and Senior Counsel

 

[logo - The Capital Group]

 

 

Code of Ethics

 

April 2018

The following is the Code of Ethics for Capital Group, which includes Capital Research and Management Company (CRMC), the investment advis e r to American Funds, and those involved in the distribution of the funds, client support and services; and Capital Group International Inc. (CGII), which includes Capital Guardian Trust Company and Capital International Inc. The Code of Ethics applies to all Capital associates.

 

Guidelines

 

Capital Group associates are responsible for maintaining the highest ethical standards when conducting business, regardless of lesser standards that may be followed through business or community custom. In keeping with these standards, all associates must place the interests of fund shareholders and clients first.

 

Capital’s Code of Ethics requires that all associates: (1) act with integrity, competence and in an ethical manner; (2) comply with applicable U.S. federal securities laws, as well as all other applicable laws, rules and regulations; and (3) promptly report violations of the Code of Ethics, as outlined below.

 

As part of the Code of Ethics, Capital has adopted the guidelines and policies below to address certain aspects of Capital’s business. In the absence of specific guidelines and policies on a particular matter, associates must keep in mind and adhere to the requirements of the Code of Ethics set forth above.

 

It is important that all associates comply with the Code of Ethics, including its related guidelines and policies. Failure to do so could result in disciplinary action, including termination.

 

Questions regarding the Code of Ethics may be directed to the Code of Ethics Team.

 

Protecting sensitive information

 

Antifraud provisions of U.S. securities laws as well as the laws of other countries generally prohibit persons in possession of material non-public information from trading on or communicating the information to others. Associates who believe they may have material non-public information should contact a member of the Legal staff.

 

Capital Group regularly creates, collects and maintains valuable proprietary information, which is essential to our business operations and the performance of services for our clients. This information derives its value, in part, from not being generally known outside of Capital (hereinafter “Confidential Information”). It includes confidential electronic information in any medium, hard-copy information, and information shared orally or visually (such as by telephone or video conference). The confidentiality, integrity and limited availability of such information is regarded as fundamental to the successful business operations of Capital Group. The purpose of this Confidential Information Policy is to protect our information from disclosure – intentional or inadvertent – and to ensure that associates understand their obligation to protect and maintain its confidentiality.

 

Extravagant or excessive gifts and entertainment

 

Associates should not accept extravagant or excessive gifts or entertainment from persons or companies that conduct or may conduct business with Capital. Please see below for a summary of the Gifts and Entertainment Policy.

 

No special treatment from broker-dealers

 

Associates may not accept negotiated commission rates or any other terms they believe may be more favorable than the broker-dealer grants to accounts with similar characteristics. U.S. broker-dealers are subject to certain rules designed to prevent favoritism toward such accounts. Favors or preferential treatment from broker-dealers may not be accepted. This rule applies to the associate’s spouse/spouse equivalent and any immediate family member residing in the same household.

 

No excessive trading of Capital-affiliated funds

 

Associates should not engage in excessive trading of the American Funds or other Capital-managed investment vehicles worldwide in order to take advantage of short-term market movements. Excessive activity, such as a frequent pattern of exchanges, could involve actual or potential harm to shareholders or clients. This rule applies to the associate’s spouse/spouse equivalent and any immediate family member residing in the same household.

 

Ban on Initial Public Offerings (IPOs) and Initial Coin Offerings (ICOs)

 

All associates and immediate family members residing in the same household may not participate in IPOs or ICOs.

 

Exceptions for participation in IPOs are rarely granted; however, they will be considered on a case-by-case basis (for example, where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).

 

Outside business interests/affiliations

 

Board service as a director or advisory board member

Associates must obtain approval from the Code of Ethics Team prior to serving on the board of directors or as an advisory board member of any public or private company. This rule does not apply to: (1) boards of Capital companies or funds; (2) board service that is a direct result of the associate’s responsibilities at Capital, such as for portfolio companies of private equity funds managed by Capital; or (3) boards of non-profit and charitable organizations.

 

Associates and any family members residing in the same household must disclose service as a board director or as an advisory board member of any public or private company to the Code of Ethics Team.

 

Senior officer positions

Associates and family members residing in the same household must disclose senior officer positions, such as CEO, CFO, Treasurer, etc. of any private or public company.

 

Material business ownership interest and affiliations

Material business ownership interests may give rise to potential conflicts of interest. Associates and family members residing in the same household are required to disclose ownership of 5% or more of the outstanding shares of public or private companies that do, or potentially may do, business with Capital or American Funds.

 

Family members employed by a financial institution

 

Associates must disclose family members, including extended family members such as in-laws, cousins, aunts and uncles, who are employed by a financial institution, such as a bank, brokerage firm, credit union, money management firm, etc. Family members with whom the associate rarely speaks or sees does not need to be disclosed. This disclosure is not limited to those family members residing in the same household.

 

Requests for approval or questions may be directed to the Code of Ethics Team.

 

Other guidelines

 

Statements and disclosures about Capital, including those made to fund shareholders and clients and in regulatory filings, should be accurate and not misleading.

 

 

Reporting requirements

 

Annual certification of the Code of Ethics

 

All associates are required to certify at least annually that they have read and understand the Code of Ethics. Questions or issues relating to the Code of Ethics should be directed to the associate’s manager or the Code of Ethics Team.

 

Reporting violations

 

All associates are responsible for complying with the Code of Ethics. As part of that responsibility, associates are obligated to report violations of the Code of Ethics promptly, including: (1) fraud or illegal acts involving any aspect of Capital’s business; (2) noncompliance with applicable laws, rules and regulations; (3) intentional or material misstatements in regulatory filings, internal books and records, or client records and reports; or (4) activity that is harmful to fund shareholders or clients. Deviations from controls or procedures that safeguard Capital, including the assets of shareholders and clients, should also be reported. Reported violations of the Code of Ethics will be investigated and appropriate action will be taken. Once a violation has been reported, all associates are required to cooperate with Capital in the internal investigation of any matter by providing honest, truthful and complete information.

 

Associates may report confidentially to a manager/department head, or by calling the Open Line. Calls and emails will be directed to the Open Line Committee.

 

Associates may also contact the Chief Compliance Officers of CB&T, CGTC, CIInc, CRC, or CRMC, or legal counsel employed with Capital.

 

Capital strictly prohibits retaliation against any associate who in good faith makes a complaint, raises a concern, provides information or otherwise assists in an investigation regarding any conduct that he or she reasonably believes to be in violation of the Code of Ethics. This policy is designed to ensure that associates comply with their obligations to report violations without fear of retaliation.

 

 

Policies

 

Capital’s policies regarding gifts and entertainment, political contributions, insider trading and personal investing are summarized below.

 

 

Gifts and Entertainment Policy

 

Under the Gifts and Entertainment Policy, associates may not receive or extend gifts or entertainment that are excessive, repetitive or extravagant, if such gifts or entertainment involve a government official or are due to a third party’s business relationship (or prospective business relationship) with Capital. The Policy is intended to ensure that gifts and entertainment involving associates do not raise questions of propriety regarding Capital’s business relationships or prospective business relationships, or Capital’s interactions with government officials. Accordingly, for gifts and entertainment involving those who conduct, or may conduct, business with Capital:

 

· An associate may not accept gifts from (or give gifts to) the same person or entity worth more than $100 (or the local currency equivalent) in a 12-month calendar year period.
· An associate may not accept or extend entertainment valued at over $500 (or the local currency equivalent) unless a business reason exists for such entertainment and the entertainment is pre-approved by the associate’s manager and the Code of Ethics Team. Trading department associates are prohibited from accepting entertainment, regardless of value.

 

Gifts or entertainment extended to a private-sector person by a Capital associate and approved by the associate’s manager for reimbursement by Capital do not need to be reported (or precleared). Trading department associates should report gifts and entertainment extended regardless of reimbursement. Note: Separate policies regarding extending business gifts or entertainment apply to AFD and CGIIS associates. Dollar amounts in this document refer to US dollars.

 

Capital Group is registered as a federal lobbyist and special rules apply to gifts and entertainment involving government officials and employees as a result. Associates must receive approval from Capital’s Code of Ethics Team prior to either: (1) hosting a federal government official or employee at a Capital facility if anything of value ( e.g . food, tangible item) will be presented to that individual; or (2) providing anything of value to a federal government official or employee if Capital will pay or reimburse for the related cost.

 

Reporting

 

The limitations relating to gifts and entertainment apply to all associates as described above, and associates will be asked to complete quarterly disclosures. Associates must report any gift exceeding $50 and business entertainment in which an event exceeds $75 (although it is recommended that associates report all gifts and entertainment). Trading department associates should notify the Code of Ethics Team when gifts are received and report such gifts quarterly, whether the gift is received by an individual associate or by a department. In addition, trading associates should report gifts and entertainment extended regardless of reimbursement.

 

Charitable contributions

 

Associates must not allow Capital’s present or anticipated business to be a factor in soliciting political or charitable contributions from outside parties. In addition, it is generally not appropriate to solicit these outside parties or Capital associates for donations to a family-run non-profit organization, family foundation, donor-advised fund or other charitable organization in which an associate or their family members are significantly involved. Board membership alone would not be considered significant involvement.

 

Gifts and Entertainment Committee

 

The Gifts and Entertainment Committee oversees administration of the Policy. Questions regarding the Gifts and Entertainment Policy may be directed to the Code of Ethics Team.

 

 

Political Contributions Policy

 

Associates must be cautious when engaging in personal political activities, particularly when supporting officials, candidates, or organizations that may be in a position to influence decisions to award business to investment management firms. Associates should not make political contributions to officials or candidates (in any country) for the purpose of influencing the hiring of a Capital Group company as an advisor to a governmental entity. Associates are encouraged to contact the Code of Ethics Team with any questions about this policy.

 

Associates may not use Capital offices or equipment to engage in political fundraising or solicitation activity, for example, hosting a fundraising event at the office or using Capital phones or email systems to help solicit donations for an elected official, a candidate, Political Action Committee (PAC) or political party. Associates may volunteer their time on behalf of a candidate or political organization, but should limit volunteer activities to non-work hours.

 

For contributions or activities supporting candidates or political organizations within the U.S. , we have adopted the guidelines set forth below, which apply to associates classified as “Restricted Associates.”


Guidelines for political contributions and activities within the U.S.


U.S. Securities and Exchange Commission (SEC) regulations limit political contributions to certain Covered Government Officials by certain employees of investment advisory firms and certain affiliated companies. “Covered Government Official,” for purposes of the Political Contributions Policy, is defined as: (1) a state or local official; (2) a candidate for state or local office; or (3) a federal candidate currently holding state or local office.

 

Many U.S. cities and states have also adopted regulations restricting political contributions by associates of investment management firms seeking to provide services to a governmental entity. Some associates are also subject to these regulations.

 

Restricted Associates

 

Certain associates are deemed “Restricted Associates” under this Policy. Restricted Associates include (1) “covered associates” as defined in the SEC’s rule relating to political contributions by investment advisers (Rule 206(4)-5 under the Investment Advisors Act of 1940); and (2) other associates who do not meet that definition but whom Capital has determined should be subject to the restrictions on political contributions contained in the Policy based on their roles and responsibilities at Capital. Contributions by Restricted Associates and their spouse/spouse equivalent are subject to specific limitations, preclearance, and reporting requirements as described below.

 

Preclearance of political contributions

 

Contributions by Restricted Associates to any of the following must be precleared:

 

 

Restricted Associates must also preclear U.S. political contributions by their spouse/spouse equivalent to any of the foregoing, as well as contributions to any state, local or federal political party or political party committee, if the aggregate contributions by the Restricted Associate and spouse/spouse equivalent to any one candidate or political entity exceed $50,000 in a calendar year.

 

Certain documentation is required for contributions to Covered Governmental Officials, PACs or Super PACs, and may be required for contributions to other entities that engage in political activity. See “Required documentation” below for further details. To preclear a contribution, please contact the Code of Ethics Team.

 

Contributions include:

· Monetary contributions, gifts or loans
· “In kind” contributions (for example, donations of goods or services or underwriting or hosting fundraisers)
· Contributions to help pay a debt incurred in connection with an election (including transition or inaugural expenses, and purchasing tickets to inaugural events)
· Contributions to joint fund-raising committees
· Contributions made by a Political Action Committee (PAC) controlled by a Restricted Associate [1]

 

Please contact the Code of Ethics Team to preclear a contribution.

 

[1] “Control” for this purpose includes service as an officer or member of the board (or other governing body) of a PAC.

 

Required documentation

 

Restricted Associates must obtain additional documentation from an independent legal authority before they will be approved to contribute to Covered Government Officials. The purpose of the legal documentation is to verify that a specific state or local office does not have the ability to directly or indirectly influence the awarding of business to an investment manager. For contributions to PACs, Super PACs, or other entities that engage in political activities, Restricted Associates may be required to obtain a certification that the entity does not contribute to Covered Government Officials. The Code of Ethics Team will provide language for the documentation when you preclear the contribution.

 

If a candidate currently holds a state/local office and is running for a different state/local office, legal documentation must be obtained for both the current position and the office for which the candidate is running. Exceptions to the documentation requirements may be granted on a case-by-case basis.

 

Special political contribution requirements – CollegeAmerica

 

Certain associates involved with “CollegeAmerica,” the American Funds 529 college savings plan sponsored by the Commonwealth of Virginia, are subject to additional restrictions which prohibit them from contributing to Virginia political candidates or parties.

 

Administration of the Political Contributions Policy

 

The U.S. Public Policy Coordinating Group oversees the administration of this Policy, including considering and granting possible exceptions. Questions regarding the Political Contributions Policy may be directed to the Code of Ethics Team.

 

Insider Trading Policy

 

Antifraud provisions of U.S. securities laws as well as the laws of other countries generally prohibit persons in possession of material non-public information from trading on or communicating the information to others. Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines and jail sentences. In addition, trading in fund shares while in possession of material, non-public information that may have an immediate impact on the value of the fund’s shares may constitute insider trading.

 

While investment research analysts are most likely to come in contact with material non-public information, the rules (and sanctions) in this area apply to all Capital associates and extend to activities both within and outside each associate's duties. Associates who believe they have material non-public information should contact any lawyer in the organization.

 

Personal Investing Policy

 

This policy applies only to “Covered Associates.” Special rules apply to certain associates in some non-US offices.

 

The Personal Investing Policy (Policy) sets forth specific rules regarding personal investments that apply to "covered" associates. These associates may have access to confidential information that places them in a position of special trust. The Code of Ethics requires that associates act with integrity and in an ethical manner and place the interests of fund shareholders and clients first. Associates are reminded that the requirements of the Code of Ethics apply to personal investing activities, even if the matter is not covered by a specific provision of the Policy.

 

Personal investing should be viewed as a privilege, not a right. As such, the Personal Investing Committee may place limitations on the number of preclearance requests and/or transactions associates make.

 

Covered Associates

 

“Covered Associates” are associates with access to non-public information relating to current or imminent fund/client transactions, investment recommendations or fund portfolio holdings. Covered Associates include the associate’s spouse/spouse equivalent and other immediate family members (for example, children, siblings and parents) residing in the same household. Any reference to the requirements of Covered Associates in this document applies to these family members.

 

Questions regarding coverage status should be directed to the Code of Ethics Team.

 

Additional rules apply to Investment Professionals

“Investment Professionals” include portfolio managers, investment counselors, investment analysts and research associates, investment group administrative assistants, portfolio specialists, investment specialists, trading associates, and global investment control and fixed income control associates, including assistants. See “Additional policies for Investment Professionals” below for more details.

Prohibited transactions

 

The following transactions are prohibited:

· Initial Public Offering (IPO) investments (this prohibition applies to all Capital associates)

Note: Exceptions are rarely granted; however, they will be considered on a case-by-case basis (for example, where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).

· Initial Coin Offering (ICO) investments (this prohibition applies to all Capital associates)
· Short selling of securities subject to preclearance
· Investments by Investment Professionals in short ETFs except those based on certain broad-based indices
· Spread betting/contracts for difference (CFD) on securities (allowed only on currencies, commodities, and broad-based indices)
· Writing puts and calls on securities subject to preclearance

 

Reporting requirements

 

Covered Associates are required to report their securities accounts, holdings and transactions. Quarterly and annual certifications of accounts, holdings and transactions must also be submitted. An electronic reporting platform is available for these disclosures.

 

Covered Associates must disclose any account over which the Covered Associate exercises investment discretion or control (for example, trusts and custodianships for which the Covered Associate is trustee or custodian), if the account holds securities. Covered Associates must also disclose discretionary (professionally managed) accounts.

 

Covered Associates should immediately notify the Code of Ethics Team when opening new securities accounts; associates may also disclose accounts by logging into Protegent PTA and entering the account information directly.

 

Newly hired U.S.-based associates and associates transferring into a position designated as “covered” are required to maintain their brokerage accounts with electronic reporting firms. This requirement includes immediate family members living in the same household. There are some exceptions to this requirement which include discretionary accounts, employer-sponsored retirement accounts, and employee stock purchase plans.

 

Duplicate statements and trade confirmations (or equivalent documentation) are required for accounts holding securities subject to preclearance and/or reporting. This requirement includes employer-sponsored retirement accounts and employee stock purchase plans (ESPP, ESOP, 401(k)). Documentation allowing the acquisition of shares via an employer-sponsored plan may be required.

 

Preclearance procedures

 

Certain transactions may be exempt from preclearance; please refer to the Personal Investing Policy for more details.

 

Before buying or selling securities subject to preclearance, including securities that are not publicly traded, Covered Associates must receive approval from the Code of Ethics Team first. Please refer to the Personal Investing Policy for more details on preclearable securities.

 

Submitting preclearance requests

 

To submit a preclear request, log into Protegent PTA. Covered Associates should then click on the Preclear button on the Dashboard and enter the request details.

 

For assistance or questions, please contact the Code of Ethics Team.

Preclearance requests will be handled during the hours the New York Stock Exchange (NYSE) is open, generally 6:30am to 1:00pm Pacific Time. A response to requests will generally be sent within one business day.

 

Transactions will generally not be permitted in securities on days the funds or clients are transacting in the issuer in question. In the case of Investment Professionals, permission to transact will be denied if the transaction would violate the seven-day blackout or short-term trading policies (see “Additional policies for Investment Professionals” below). Preclearance requests by Investment Professionals are subject to special review.

 

Preclearance will generally not be approved for analysts’ transactions involving securities held in their professional portfolio(s) or if the issuer of such securities falls within their industry research responsibilities or a related industry.

 

Unless a different period is specified, clearance is good until the close of the NYSE on the day of the request. Associates from offices outside the U.S. and/or associates trading on non-U.S. exchanges are usually granted enough time to complete their transaction during the next available trading day.

If the precleared trade has not been executed within the cleared timeframe, preclearance must be requested again. For this reason, the following are strongly discouraged:

· Limit orders (for example, stop loss and good-till-canceled orders)
· Margin accounts

 

Private investments or other limited offerings

 

Participation in private investments or other limited offerings are subject to special review. The following types of private investments must be precleared:

· Hedge funds
· Investments in private companies
· Private equity funds
· Private funds
· Private placements
· Venture capital funds

 

In addition, opportunities to acquire a stock that is "limited" (that is, a broker-dealer is only given a certain number of shares to sell and is offering the opportunity to buy) may be subject to the Gifts and Entertainment Policy.

 

Preclearance procedures for private investments

 

Preclear private investments by contacting the Code of Ethics Team.

 

To make a subsequent investment, or increase a previously approved investment, a new Private Investment Preclear Form must be submitted and approval received before making the subsequent or increased investment.

 

 

Additional policies for Investment Professionals

 

Disclosure of personal and professional holdings (cross-holdings)

 

Portfolio managers, investment analysts, portfolio specialists and certain investment specialists will be asked to disclose securities they own both personally and professionally on a quarterly basis. Analysts will also be required to disclose securities they hold personally that are within their research responsibilities or could be eligible for recommendation by the analyst professionally in the future in light of current research responsibilities. This disclosure must be made to the Code of Ethics Team, and may be reviewed by various Capital committees.

 

If disclosure has not already been made to the Code of Ethics Team, any associate who is in a position to recommend a security that the associate owns personally for purchase or sale in a fund or client account should first disclose such personal ownership either in writing (in a company write-up) or verbally (when discussing the company at investment meetings) prior to making a recommendation. This disclosure requirement is consistent with both the CFA Institute standards as well as the ICI Advisory Group Guidelines .

 

In addition, portfolio managers, investment analysts, portfolio specialists and certain investment specialists are encouraged to notify investment/portfolio/fixed-income control of personal ownership of securities when placing an order (especially with respect to a first-time purchase).

 

Blackout periods


Investment Professionals may not buy or sell a security during the period seven calendar days after a fund or client account transacts in that issuer. The blackout period applies to trades in the same management company with which the associate is affiliated.

 

If a fund or client account transaction takes place in the seven calendar days following a transaction executed by an Investment Professional, the personal transaction may be reviewed by the Personal Investing Committee to determine the appropriate action, if any. For example, the Personal Investing Committee may recommend the associate be subject to a price adjustment.

 

Ban on short-term trading

 

Investment Professionals are generally prohibited from the purchase and sale or sale and purchase of a security within 60 calendar days. This restriction applies to securities subject to preclearance and the investment vehicles listed below. However, if a situation arises whereby the associate is attempting to take a tax loss, an exception may be made. This restriction applies to the purchase of an option and the sale of an option, or the purchase of an option and the exercise of the option and sale of shares within 60 days. Although the associate may be granted preclearance at the time the option is purchased, there is a risk of being denied permission to sell the option or exercise and sell the underlying security. Accordingly, transactions in options on individual securities are strongly discouraged.

 

This ban applies to the following investment vehicles based on indices listed on certain broad-based indices:

· ETFs
· ETF options and futures
· Index futures

 

Exchange-traded funds (ETFs)

 

Investment Professionals must preclear ETFs (including UCITS, SICAVs, OEICs, FCPs, Unit Trusts and Publikumsfonds) except those based on certain broad-based indices. Investment Professionals are prohibited from investing in short ETFs based on certain broad-based indices.

 

Although Investment Professionals may invest in ETFs based on certain broad-based indices without preclearance, the ban on short-term trading still applies.

 

Penalties for violating the Personal Investing Policy

 

Covered Associates may be subject to penalties for violating the Personal Investing Policy, such as restrictions on personal trading. Violations to the Policy include failing to preclear or report securities transactions, failing to report securities accounts or submit statements, and failing to submit timely initial, quarterly and annual certification forms.

 

Failure to adhere to the Personal Investing Policy may include penalties such as restrictions on personal trading and other disciplinary action, up to and including termination.

 

Personal Investing Committee

 

The Personal Investing Committee oversees the administration of the Policy. Among other duties, the Committee considers certain types of preclearance requests as well as requests for exceptions to the Policy.

 

Questions regarding the Personal Investing Policy may be directed to the Code of Ethics Team.

 

 

 

 

 

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Questions regarding the Code of Ethics may be directed to the Code of Ethics Team .

 

 

 

 

 

[Logo – American Funds®]

 

 

The following is representative of the Code of Ethics in effect for each Fund:

 

 

CODE OF ETHICS

 

 

With respect to non-affiliated Board members and all other access persons to the extent that they are not covered by The Capital Group Companies, Inc. policies:

 

 

  · No Board member shall so use his or her position or knowledge gained therefrom as to create a conflict between his or her personal interest and that of the Fund.

 

  · No Board member shall engage in excessive trading of shares of the fund or any other affiliated fund to take advantage of short-term market movements.

 

  · Each non-affiliated Board member shall report to the Secretary of the Fund not later than thirty (30) days after the end of each calendar quarter any transaction in securities which such Board member has effected during the quarter which the Board member then knows to have been effected within fifteen (15) days before or after a date on which the Fund purchased or sold, or considered the purchase or sale of, the same security.

 

  · For purposes of this Code of Ethics, transactions involving United States Government securities as defined in the Investment Company Act of 1940, bankers’ acceptances, bank certificates of deposit, commercial paper, or shares of registered open-end investment companies are exempt from reporting as are non-volitional transactions such as dividend reinvestment programs and transactions over which the Board member exercises no control.

 

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In addition, the Fund has adopted the following standards in accordance with the requirements of Form N-CSR adopted by the Securities and Exchange Commission pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 for the purpose of deterring wrongdoing and promoting: 1) honest and ethical conduct, including handling of actual or apparent conflicts of interest between personal and professional relationships; 2) full, fair, accurate, timely and understandable disclosure in reports and documents that a fund files with or submits to the Commission and in other public communications made by the fund; 3) compliance with applicable governmental laws, rules and regulations; 4) the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics; and 5) accountability for adherence to the Code of Ethics. These provisions shall apply to the principal executive officer or chief executive officer and treasurer (“Covered Officers”) of the Fund.

 

 

  1. It is the responsibility of Covered Officers to foster, by their words and actions, a corporate culture that encourages honest and ethical conduct, including the ethical resolution of, and appropriate disclosure of conflicts of interest. Covered Officers should work to assure a working environment that is characterized by respect for law and compliance with applicable rules and regulations.

 

  2. Each Covered Officer must act in an honest and ethical manner while conducting the affairs of the Fund, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Duties of Covered Officers include:

 

  · Acting with integrity;
  · Adhering to a high standard of business ethics; and
  · Not using personal influence or personal relationships to improperly influence investment decisions or financial reporting whereby the Covered Officer would benefit personally to the detriment of the Fund.

 

  3. Each Covered Officer should act to promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with or submits to, the Securities and Exchange Commission and in other public communications made by the Fund.

 

  · Covered Officers should familiarize themselves with disclosure requirements applicable to the Fund and disclosure controls and procedures in place to meet these requirements; and
  · Covered Officers must not knowingly misrepresent, or cause others to misrepresent facts about the Fund to others, including the Fund’s auditors, independent directors, governmental regulators and self-regulatory organizations.

 

  4. Any existing or potential violations of this Code of Ethics should be reported to The Capital Group Companies’ Personal Investing Committee. The Personal Investing Committee is authorized to investigate any such violations and report their findings to the Chairman of the Audit Committee of the Fund. The Chairman of the Audit Committee may report violations of the Code of Ethics to the Board or other appropriate entity including the Audit Committee, if he or she believes such a reporting is appropriate. The Personal Investing Committee may also determine the appropriate sanction for any violations of this Code of Ethics, including removal from office, provided that removal from office shall only be carried out with the approval of the Board.

 

  5. Application of this Code of Ethics is the responsibility of the Personal Investing Committee, which shall report periodically to the Chairman of the Audit Committee of the Fund.

 

  6. Material amendments to these provisions must be ratified by a majority vote of the Board. As required by applicable rules, substantive amendments to the Code of Ethics must be filed or appropriately disclosed.