THE AMERICAN FUNDS TAX-EXEMPT SERIES I AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
THE
AMERICAN FUNDS TAX-EXEMPT SERIES I
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-1 shares, Class F-2 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,
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 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-1 shares, Class F-2 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-1 shares, Class F-2 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-1 shares, Class F-2 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, 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; 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-1 shares, Class F-2 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, as amended from time to time,
between the Trust 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 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-1 shares, Class F-2 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, Class F-1 shares, and Class
F-2 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 30, 2008, and unless terminated sooner it shall continue in
effect until July 31, 2009. 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.
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.
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 July 30, 2008.
CAPITAL
RESEARCH
AND THE
AMERICAN FUNDS TAX-EXEMPT
MANAGEMENT COMPANY SERIES
I
By: By:
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Xxxxxxx
X. Xxxxxx
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Xxxxxxx
X. Xxxxxx
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President
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President
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By: By:
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Xxxxxxx
X. Xxxxxx
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Xxxxxxx
X. Xxxxxxxx
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Vice
President and Secretary
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Vice
President, Treasurer and Assistant
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 Trust’s Class C
shares, Class F-1shares, Class F-2 shares, and Class R-5 shares, and shall
provide such additional related services as the Trust’s Class C shares, Class
F-1 shares, Class F-2 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 a Trust’s
Class C shares, Class F-1 shares, Class F-2 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.
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-1 shares, Class F-2
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-1 shares, Class F-2 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-1 shares, Class F-2 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 shares, Class F-1 shares, and/or Class F-2 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-1 shares, Class F-2 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-1 shares, Class F-2 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-1 shares, Class F-2 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.
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-1 shares, Class F-2 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 Trust 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 Trust’s Class C shares, Class F-1 shares, Class F-2
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.
