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.
