AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
WHEREAS, The American Funds Tax-Exempt Series I. (the "Trust"), is a
Massachusetts business trust registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end diversified investment company
which offers shares of beneficial interest in two series designated The
Tax-Exempt Fund of Maryland and The Tax-Exempt Fund of Virginia each that offer
Class C shares; Class F shares; and Class R-5 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 Trust and to other investment companies;
and
WHEREAS, the Trust 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 Trust), including
but not limited to recordkeeping, transactional services, tax information
returns and reports, Trust communication and shareholder communication
(collectively "administrative services") for the Trust's Class C shares, Class F
shares, and Class R-5 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
Trust's Class C shares, Class F shares, and Class R-5 shares on the terms and
conditions set forth herein; and
WHEREAS, the Trust 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 Trust's Class C shares, Class F shares, and
Class R-5 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 Trust 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; and (vi) to ensure compliance with the Trust prospectus.
2. Fees.
(a) Transfer Agent Fees. In consideration of transfer agent services
performed or caused to be performed by the Investment Adviser for the
Trust's Class C shares, Class F shares and Class R-5 shares, the Trust
shall pay the Investment Adviser transfer agent fees according to the fee
schedule contained in the Shareholder Services Agreement between the Trust
and AFS (a copy of which is attached hereto). 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 Trust-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 Trust. 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 Trust's Class C shares, Class F shares, and Class R-5 shares, the Trust
shall pay the Investment Adviser an administrative services fee
("administrative fee"). For the Trust's Class C shares and Class F 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
Trust'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 July 15, 2002, and unless terminated sooner it shall continue in
effect until July 31, 2003. It may thereafter be continued from year to year
only with the approval of a majority of those Trustees of the Trust who are not
"interested persons" of the Trust (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 Trustees"). This Agreement may be
terminated as to the Trust as a whole or any class of shares individually at any
time by vote of a majority of the Independent Trustees. The Investment Adviser
may terminate this agreement upon sixty (60) days' prior written notice to the
Trust.
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 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 Trust.
2
6. Issuance of Series of Shares. If the Trust 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 Trust.
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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate original by its officers thereunto duly authorized, as of
March 21, 2002.
CAPITAL RESEARCH AND THE AMERICAN FUNDS TAX-EXEMPT
MANAGEMENT COMPANY SERIES I.
By By:
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Xxxxx X. Xxxxxxxxxx, President Xxxxx X. Xxxxx, Xx., Chairman
By: By:
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Xxxxxxx X. Xxxxxx, Vice President Xxxxxx X. Xxxxxxxxxx, Secretary
and Secretary
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EXHIBIT A
to the
Administrative Services Agreement
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 Trust's Class C shares, Class F shares, and Class R-5 shares, and
shall provide such additional related services as the Trust's Class C shares,
Class F shares, and Class R-5 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 Trust shareholder
holding the Trust's Class C shares, Class F shares, and/or Class R-5 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 Trust-related materials the names and addresses of
all Customers. The Trust-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 Trust-related materials to its
Customers.
A-1
b. Deliver current Trust 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 C
shares, Class F shares, and/or Class R-5 shares of the Trust owned by
such Customer and the net asset value of the Class C shares, Class F
shares, and/or Class R-5 shares of the Trust as of a recent date;
d. Produce and deliver to Customers confirmation statements
reflecting purchases and redemptions of Class C shares, Class F
shares, and/or Class R-5 shares of the Trust;
e. Respond to Customer inquiries regarding, among other things,
share prices, account balances, dividend amounts and dividend payment
dates;
f. With respect to Class C and/or Class F shares of the Trust
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 Trust's
Class C shares, Class F shares and Class R-5 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 C
shares, Class F shares, and Class R-5 shares of the Trust, 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 C shares, Class F shares, and Class R-5 shares of the
Trust, 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.
A-2
5. Trust Communications
The Service Provider shall, upon request by the Trust, on each
business day, report the number of Class C shares, Class F shares, and
Class R shares on which the administrative fee is to be paid pursuant to
this Agreement. The Service Provider shall also provide the Trust 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 Trust's Class C shares, Class F shares, and Class R-5
shares receive high-quality service. The Investment Adviser shall also
ensure that Service Providers deliver to Customers account statements and
all Trust-related materials, including prospectuses, shareholder reports,
and proxies.
A-3
ATTACHMENT
TO
ADMINISTRATIVE SERVICES AGREEMENT
AMENDMENT OF SHAREHOLDER SERVICES AGREEMENT
This Amendment to the Shareholder Services Agreement (the "Agreement") by
and between American Funds Service Company (hereinafter "AFS") and American
High-Income Municipal Bond Fund, Inc. (hereinafter called the "Trust") is dated
as of the first day of July, 2001.
WHEREAS, AFS and the Trust entered into the Agreement with regard to
certain shareholder services to be performed by AFS; and
WHEREAS, AFS and the Trust desire to amend said Agreement in the manner
hereinafter set forth;
NOW THEREFORE, pursuant to Section 9 of the Agreement, AFS and the Trust
hereby amend the Agreement as follows:
1. Section 6 is amended to read as follows:
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):
$0.44 per month for each open account on AFS' books or in
Level 0, 2 or 4 Networking ($5.28 per year).
$0.06 per month for each open account maintained in Street
Name or Level 1 or 3 Networking ($0.72 per year).
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.
Transaction fees:
$2.57 per non-automated transaction
$0.20 per automated transaction
For this purpose, "transactions" shall include all types of
transactions included in an "activity index" as reported to the Review and
Advisory Committee at least annually. AFS will xxxx the Trust monthly, on
or shortly after the first of each calendar month, and the Trust will pay
AFS within five business days of such billing.
Attachment Page 1
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
directors/trustees of the Trust.
IN WITNESS THEREOF, AFS and the Trust have caused this Amendment to be
executed by their duly authorized officers effective as of the date first
written above.
THE AMERICAN FUNDS TAX-EXEMPT AMERICAN FUNDS
SERIES I SERVICE COMPANY
BY: /s/ Xxxxxx X. Xxxxxxxxxx BY: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxx
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Title: Secretary Title: Secretary
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Date: February 1, 2002 Date: February 1, 2002
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Attachment Page 2
