AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
WHEREAS, The American Funds Tax-Exempt Series II (the "Trust"), which has a
single series, The Tax-Exempt Fund of California (the "Fund"), 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 that offers 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 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 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
Fund'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 Fund'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 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; and (vi) to ensure compliance with the Fund 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 Fund's
Class C shares, Class F shares and Class R-5 shares, the Fund 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 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, and Class R-5 shares, the Fund shall pay
the Investment Adviser an administrative services fee ("administrative fee").
For the Fund'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 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 May 15, 2002, and unless terminated sooner it shall continue in
effect until May 31, 2003. It may thereafter be continued from year to year
only with the approval of a majority of those 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 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 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 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 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
May 1, 2002.
CAPITAL RESEARCH AND THE AMERICAN FUNDS TAX-EXEMPT
MANAGEMENT COMPANY SERIES II
By: /s/ Xxxxx X. Xxxxxxxxxx By: /s/ Xxxx X. Xxxxx, Xx.
Xxxxx X. Xxxxxxxxxx, President Xxxx X. Xxxxx, Xx., Chairman
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxx, Vice President Xxxxx X. Xxxxxxxx, Secretary
and Secretary
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
Fund's Class C shares, Class F shares, and Class R-5 shares, and shall provide
such additional related services as the Fund'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 Fund shareholder holding the
Fund'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
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,
and/or Class R-5 shares of the Fund 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
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, and/or Class R-5
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-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 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, and Class R-5 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, and Class R-5 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 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 Fund-related
materials, including prospectuses, shareholder reports, and proxies.
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 The American
Funds Tax-Exempt Series II (hereinafter called the "Fund") is dated as of the
first day of July, 2001.
WHEREAS, AFS and the Fund entered into the Agreement with regard to certain
shareholder services to be performed by AFS; and
WHEREAS, AFS and the Fund desire to amend said Agreement in the manner
hereinafter set forth;
NOW THEREFORE, pursuant to Section 9 of the Agreement, AFS and the Fund 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 Fund monthly, on or shortly
after the first of each calendar month, and the Fund will pay AFS within five
business days of such billing.
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 Fund.
IN WITNESS THEREOF, AFS and the Fund have caused this Amendment to be executed
by their duly authorized officers effective as of the date first written above.
THE AMERICAN FUNDS AMERICAN FUNDS
TAX-EXEMPT SERIES II SERVICE COMPANY
BY: /s/ Xxxxx X. Xxxxxxxx BY: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx
Title: Secretary Title: Secretary
Date: February 1, 2002 Date: February 1, 2002
AMENDMENT OF SHAREHOLDER SERVICES AGREEMENT
This Amendment to the Shareholder Services Agreement (the "Agreement") by and
between American Funds Service Company (hereinafter "AFS") and The American
Funds Tax-Exempt Series II (hereinafter called the "Fund") is dated as of the
first day of July, 2001.
WHEREAS, AFS and the Fund entered into the Agreement with regard to certain
shareholder services to be performed by AFS; and
WHEREAS, AFS and the Fund desire to amend said Agreement in the manner
hereinafter set forth;
NOW THEREFORE, pursuant to Section 9 of the Agreement, AFS and the Fund 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 Fund monthly, on or shortly
after the first of each calendar month, and the Fund will pay AFS within five
business days of such billing.
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 Fund.
IN WITNESS THEREOF, AFS and the Fund have caused this Amendment to be executed
by their duly authorized officers effective as of the date first written above.
THE TAX-EXEMPT BOND FUND AMERICAN FUNDS
OF AMERICA, INC. SERVICE COMPANY
BY:/s/ Xxxxx X. Xxxxxxxx BY:/s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx
Title: Secretary Title: Secretary
Date: February 1, 2002 Date: February 1, 2002
