Form of AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Form
of
AMENDED
AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
WHEREAS,
[Name of Fund] (the “Fund”), is a [Maryland corporation][Massachusetts business
trust] registered under the Investment Company Act of 1940, as amended (the
“1940 Act”), as an open-end diversified investment company that offers Class
[various] shares; and
WHEREAS,
Capital Research and Management Company (the “Investment Adviser”), is a
Delaware corporation 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; and
WHEREAS,
the Fund wishes to have the Investment Adviser arrange for and coordinate and
monitor the provision of transfer agent and shareholder services (“transfer
agent services”) and certain other administrative services (other than those
provided pursuant to any other agreement with the Fund), including but not
limited to recordkeeping, transactional services, tax information returns and
reports, fund communication and shareholder communication (collectively
“administrative services”) for the Fund’s Class [various] shares;
and
WHEREAS,
the Investment Adviser is willing to perform or to cause to be performed such
transfer agent services and administrative services for the Fund’s Class
[various] shares on the terms and conditions set forth herein; and
WHEREAS,
the Fund and the Investment Adviser wish to enter into an Administrative
Services Agreement (“Agreement”) whereby the Investment Adviser would perform or
cause to be performed such transfer agent services and administrative services
for the Fund’s Class [various] shares;
NOW,
THEREFORE, the parties agree as follows:
1. Services.
During
the term of this Agreement, the Investment Adviser shall perform or cause to
be
performed the transfer agent services and administrative services set forth
in
Exhibit A hereto, as such exhibit may be amended from time to time by mutual
consent of the parties. The Fund and Investment Adviser acknowledge that the
Investment Adviser will contract with third parties, including American Funds
Service Company (“AFS”), to perform such transfer agent services and
administrative services. In selecting third parties to perform transfer agent
and administrative services, the Investment Adviser shall select only those
third parties that the Investment Adviser reasonably believes have adequate
facilities and personnel to diligently perform such services. The Investment
Adviser shall monitor, coordinate and oversee the activities of the third
parties with which it or AFS contracts to ensure shareholders receive
high-quality service. In doing so the Investment Adviser shall establish
procedures to monitor the activities of such third parties. These procedures
may, but need not, include monitoring: (i) telephone queue wait times; (ii)
telephone abandon rates; (iii) website and voice response unit downtimes; (iv)
downtime of the third party’s shareholder account recordkeeping system; (v) the
accuracy and timeliness of financial and non-financial transactions; (vi) to
ensure compliance with the Fund prospectus; and (vii) with respect to Class
529
shares, compliance with the CollegeAmerica program description.
2. Fees.
(a)
Transfer Agent Fees. In consideration of transfer agent services performed
or
caused to be performed by the Investment Adviser for the Fund’s Class [various]
shares, the Fund shall pay the Investment Adviser transfer agent fees according
to the fee schedule contained in the Shareholder Services Agreement, as amended
from time to time, between the Fund and AFS. No Transfer Agent Fees shall be
paid in respect of accounts that are held in other than street name or a
networked environment. No fees shall be paid under this paragraph 2(a) for
services provided by third parties other than AFS. All fund-specific charges
from third parties—including DST charges, postage, NSCC transaction charges and
similar out-of-pocket expenses—will be passed through directly to the Fund.
Transfer agent fees shall be paid within 30 days after receipt of an invoice
for
transfer agent services performed the preceding month.
(b)
Administrative Services Fees. In consideration of administrative services
performed or caused to be performed by the Investment Adviser for the Fund’s
Class [various] shares, the Fund shall pay the Investment Adviser an
administrative services fee (“administrative fee”). For the Fund’s Class
[various] shares, the administrative fee shall accrue daily and shall be
calculated at the annual rate of 0.15% of the average net assets of those
shares. For the Fund’s Class R-5 shares, the administrative fee shall accrue
daily and shall be calculated at the annual rate of 0.10% of the average net
assets of the Class R-5 shares. The administrative fee shall be paid within
30
days after receipt of an invoice for administrative services performed in the
preceding month.
3. Effective
Date and Termination of Agreement.
This
Agreement shall become effective on [ date ], and unless terminated sooner
it
shall continue in effect until [ date ]. It may thereafter be continued from
year to year only with the approval of a majority of those [Directors][Trustees]
of the Fund who are not “interested persons” of the Fund (as defined in the 0000
Xxx) and have no direct or indirect financial interest in the operation of
this
Agreement or any agreement related to it (the “Independent
[Directors][Trustees]”). This Agreement may be terminated as to the Fund as a
whole or any class of shares individually at any time by vote of a majority
of
the Independent [Directors][Trustees]. The Investment Adviser may terminate
this
agreement upon sixty (60) days’ prior written notice to the Fund.
4. Amendment.
This
Agreement may not be amended to increase materially the fees payable under
this
Agreement unless such amendment is approved by the vote of a majority of the
Independent [Directors][Trustees].
5. Assignment.
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. Notwithstanding the foregoing,
the
Investment Adviser is specifically authorized to contract with third parties
for
the provision of transfer agent, shareholder services, and administrative
services on behalf of the Fund.
6. Issuance
of Series of Shares.
If the
Fund shall at any time issue shares in more than one series, this Agreement
may
be adopted, amended, continued or renewed with respect to a series as provided
herein, notwithstanding that such adoption, amendment, continuance or renewal
has not been effected with respect to any one or more other series of the
Fund.
7. Choice
of Law.
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.
8. Limitation
on Fees.
Notwithstanding the foregoing, the portion of the administrative fees payable
under this Agreement retained by the Investment Adviser (after all permissible
payments to AFS and third party service providers) will be limited to no more
than 0.05% of average net assets per share class.
IN
WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed in
duplicate original by its officers thereunto duly authorized, as of [ date
],
2005.
CAPITAL
RESEARCH AND
MANAGEMENT
COMPANY
By:
By:
[Name
of
Fund]
By:
By:
EXHIBIT
A
to
the
Transfer
Agent Services
The
Investment Adviser or any third party with whom it may contract, including
American Funds Service Company (the Investment Adviser 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 Class [various] shares, and shall provide such additional related
services as the Fund’s Class [various] shares may from time to time require, all
of which services are sometimes referred to herein as "shareholder
services."
Administrative
Services
1. Record
Maintenance
The
Service Provider shall maintain, and require any third parties with which it
contracts to maintain with respect to each Fund shareholder holding the Fund’s
Class [various] 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
materials the names and addresses of all Customers. The Fund-related materials
shall consist of updated 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 materials to its
Customers.
b. Deliver
current Fund 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 Class [various] shares of the Fund owned
by
such Customer and the net asset value of the Class [various] shares of the
Fund
as of a recent date;
d. Produce
and deliver to Customers confirmation statements reflecting purchases and
redemptions of Class [various] shares of the Fund;
e. Respond
to
Customer inquiries regarding, among other things, share prices, account
balances, dividend amounts and dividend payment dates;
f. With
respect to Class [various] shares of the Fund purchased by Customers after
the
effective date of this Agreement, provide average cost basis reporting to
Customers to assist them in preparation of their income tax returns; and
g. If
the
Service Provider accepts transactions in the Fund’s Class [various] 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(f) to its own Customers.
3. Transactional
Services
The
Service Provider shall communicate to its Customers, as to Class [various]
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 Class [various] 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 Class [various] shares on which the administrative fee is to
be
paid pursuant to this Agreement. The Service Provider shall also provide the
Fund with a monthly invoice.
6. Monitoring
of Service Providers
The
Investment Adviser shall coordinate and monitor the activities of the Service
Providers with which it contracts to ensure that the shareholders of the Fund’s
Class [various] shares receive high-quality service. The Investment Adviser
shall also ensure that Service Providers deliver to Customers account statements
and all Fund-related materials, including prospectuses, shareholder reports,
and
proxies.
