AMERICAN FUNDS INSURANCE SERIES AMENDED AND RESTATED SHAREHOLDER SERVICES AGREEMENT
AMENDED
AND RESTATED SHAREHOLDER SERVICES AGREEMENT
1. The
parties to this Agreement, which is effective as of March 1, 2010, are
American Funds Insurance Series, a Massachusetts business trust
(hereinafter called “the Series”) and American Funds Service Company, a
California corporation (hereinafter called “AFS”). AFS is a wholly
owned subsidiary of Capital Research and Management Company (hereinafter called
“CRMC”). This Agreement will continue in effect until amended or terminated in
accordance with its terms.
2. The
Series hereby employs AFS, and AFS hereby accepts such employment by the Series,
as its transfer agent. In such capacity AFS will provide the services
of stock transfer agent, dividend disbursing agent, redemption agent, and such
additional related services as the Series may from time to time require all of
which services are sometimes referred to herein as “shareholder
services.” In addition, AFS assumes responsibility for the Series’
implementation and compliance with the procedures set forth in the Anti-Money
Laundering (“AML”) Program of the Series and does hereby agree to provide all
records relating to the AML Program to any federal examiner of the Series upon
request.
3. AFS
has entered into substantially identical agreements with other investment
companies for which CRMC serves as investment adviser. (For the
purposes of this Agreement, such investment companies, including the Series, are
called “participating investment companies.”)
4. AFS
has entered into an agreement with DST Systems, Inc. (hereinafter called “DST”),
to provide AFS with electronic data processing services sufficient for the
performance of the shareholder services referred to in paragraph 2.
5. The
Series, together with the other participating companies, will maintain a Review
and Advisory Committee, which Committee will review and may make recommendations
to the boards of the participating investment companies regarding all fees and
charges provided for in this Agreement, as well as review the level and quality
of the shareholder services rendered to the participating investment companies
and their shareholders. Each participating investment company may
select one director or trustee who is not affiliated with CRMC, or any of its
affiliated companies, or with Washington Management Corporation or any of its
affiliated companies, to serve on the Review and Advisory
Committee.
6. AFS
will provide to the participating investment companies the shareholder services
referred to herein in return for the following fees:
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Annual
account maintenance fee (paid monthly):
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Fee per account
(annual rate)
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Rate
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Full service
account
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$16.00
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AFS will xxxx the
Series monthly, on or shortly after the first of each calendar month, and the
Series 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 trustees of the Series
7. All
Series-specific charges from third parties -- including DST charges, payments
described in the next sentence, postage, NSCC transaction charges and similar
out-of-pocket expenses -- will be passed through directly to the Series or other
participating investment companies, as applicable. AFS, subject to
approval of its board of directors, is authorized in its discretion to negotiate
payments to third parties for account maintenance and/or transaction processing
services provided such payments do not exceed the anticipated savings to the
Series, either in fees payable to AFS hereunder or in other direct Series
expenses, that AFS reasonably anticipates would be realized by the Series from
using the services of such third party rather than maintaining the accounts
directly on AFS’ books and/or processing non-automated
transactions.
8. It
is understood that AFS may have income in excess of its expenses and may
accumulate capital and surplus. AFS is not, however, permitted to
distribute any net income or accumulated surplus to its parent, CRMC, in the
form of a dividend without the affirmative vote of a majority of the members of
the boards of trustees of the Series and all participating investment
companies.
9. This
Agreement may be amended at any time by mutual agreement of the parties, with
agreement of the Series to be evidenced by affirmative vote of a majority of the
members of the board of trustees of the Series.
10. This
Agreement may be terminated on 180 days’ written notice by either
party. In the event of a termination of this Agreement, AFS and the
Series will each extend full cooperation in effecting a conversion to whatever
successor shareholder service provider(s) the Series may select, it being
understood that all records relating to the Series and its shareholders are
property of the Series.
11. In
the event of a termination of this Agreement by the Series, the Series will pay
to AFS as a termination fee the Series’ proportionate share of any costs of
conversion of the Series’ shareholder service from AFS to a
successor. In the event of termination of this Agreement and all
corresponding agreements with all the participating investment companies, all
assets of AFS will be sold or otherwise converted to cash, with a view to the
liquidation of AFS when it ceases to provide shareholder services for the
participating investment companies. To the extent any such assets are
sold by AFS to CRMC and/or any of its affiliates, such sales shall be at fair
market value at the time of sale as agreed upon by AFS, the purchasing company
or companies, and the Review and Advisory Committee. After all assets
of AFS have been converted to cash and all liabilities of AFS have been paid or
discharged, an amount equal to any capital or paid-in surplus of AFS that shall
have been contributed by CRMC or its affiliates shall be set aside in cash for
distribution to CRMC upon liquidation of AFS. Any other capital or
surplus and any assets of AFS remaining after the foregoing provisions for
liabilities and return of capital or paid-in surplus to CRMC shall be
distributed to the participating investment companies in such proportions as may
be determined by the Review and Advisory Committee.
12. In
the event of disagreement between the Series and AFS, or between the Series and
other participating investment companies as to any matter arising under this
Agreement, which the parties to the disagreement are unable to resolve, the
question shall be referred to the Review and Advisory Committee for
resolution. If the Review and Advisory Committee is unable to resolve
the question to the satisfaction of both parties, either party may elect to
submit the question to arbitration; one arbitrator to be named by each party to
the disagreement and a third arbitrator to be selected by the two arbitrators
named by the original parties. The decision of a majority of the
arbitrators shall be final and binding on all parties to the
arbitration. The expenses of such arbitration shall be paid by the
party electing to submit the question to arbitration.
13. The
obligations of the Series under this Agreement are not binding upon any of the
trustees, officers, employees, agents or shareholders of the Series
individually, but bind only the Series itself. AFS agrees to look
solely to the assets of the Series for the satisfaction of any liability of the
Series in respect to this Agreement and will not seek recourse against such
trustees, officers, employees, agents or shareholders, or any of them or their
personal assets for such satisfaction.
IN WITNESS WHEREOF,
the Series has caused this Agreement to be executed by its officers thereunto
duly authorized, as of March 1, 2010.
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AMERICAN
FUNDS SERVICE COMPANY
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By
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By
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Xxxxxxx X.
Xxxxxxxxxx
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Xxxxxxx X.
Xxxxxx
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Chairman
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Executive
Vice President and
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By
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By
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Xxxxxx X.
Xxxxxxxx
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Xxxxxx X.
Xxxxxxxx
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Secretary
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Secretary
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