FORM OF AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
FORM
OF
AMENDED
AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
WHEREAS, [Name of
Fund] (the “Fund”), is a [State of Formation] [corporation/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 C shares;
Class F-1 shares, Class F-2 shares (together, the “Class F shares”); Class
R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares, Class R-5
shares, and Class R-6 shares (collectively, the “Class R shares”); and Class
529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares, and
Class 529-F-1 shares (collectively, the “Class 529 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, monitor,
oversee and assist with 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 C shares, Class F
shares, Class R shares and Class 529 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 C
shares, Class F shares, Class R shares and Class 529 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 C shares, Class F shares, Class R shares and Class 529
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, oversee
and assist with the activities performed by 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 C shares,
Class F shares and Class R 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 C shares,
Class F shares, Class R shares and Class 529 shares, the Fund shall pay the
Investment Adviser an administrative services fee (“administrative
fee”). For the Fund’s Class C shares, Class F-1 shares, Class F-2
shares, Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares
and Class 529 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. For the Fund’s Class R-6 shares, the
administrative fee shall accrue daily and shall be calculated at the annual rate
of 0.05% of the average net assets of the Class R-6 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 May 1, 2009, and unless terminated sooner it shall continue in
effect until [Month] [Day], 2010. 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 [Month] [Day], 2009.
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CAPITAL
RESEARCH AND MANAGEMENT COMPANY
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[NAME OF
FUND]
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By:
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By:
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Xxxxxxx X.
Xxxxxx, President
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[Name of
Officer], [Title]
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By:
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By:
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Xxxxxxx X.
Xxxxxx, Senior Vice President
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[Name],
Secretary
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and
Secretary
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EXHIBIT
A
to
the
Transfer Agent
Services
The Investment
Adviser or any third party with whom it may contract, including its affiliates
(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 C shares, Class F
shares, Class R shares and Class 529 shares, and shall provide such additional
related services as the Fund’s Class C shares, Class F shares, Class R shares
and Class 529 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 C
shares, Class F shares, Class R shares and/or Class 529 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 C shares, Class F shares, Class R shares
and/or Class 529 shares of the Fund owned by such Customer and the net asset
value of the Class C shares, Class F shares, Class R shares and/or Class 529
shares of the Fund as of a recent date;
d. Produce
and deliver to Customers confirmation statements reflecting purchases and
redemptions of Class C shares, Class F shares, Class R shares and/or Class 529
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 C and/or Class F 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 C shares, Class F
shares and Class R 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, Class R shares and Class 529 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 C
shares, Class F shares, Class R shares and Class 529 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 C shares, Class F shares, Class R shares and Class 529 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. Coordination and Oversight
of Service Providers
The Investment
Adviser shall coordinate, monitor, oversee and assist with the activities
performed by the Service Providers with which it contracts to ensure that the
shareholders of the Fund’s Class C shares, Class F shares, Class R shares and
Class 529 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.
