FORM OF
[NAME OF FUND]
AMENDED SHAREHOLDER SERVICES AGREEMENT
1. The parties to this Agreement, which is effective as of April 1, 2003, are
[name of fund] (hereinafter called "the Fund") 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 Fund hereby employs AFS, and AFS hereby accepts such employment by the
Fund, 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 Fund 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 Fund's
implementation and compliance with the procedures set forth in the
Anti-Money Laundering ("AML") Program of the Fund and does hereby agree to
provide all records relating to the AML Program to any federal examiner of
the Fund 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 Fund,
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 Fund, 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:
Annual account maintenance fee (paid monthly):
$0.57 per month for each open account on AFS' books or in Level 0, 2 or 4
Networking ($6.84 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:
$1.55 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.
7. All fund-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 Fund 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 Fund, either in fees payable to AFS
hereunder or in other direct Fund expenses, that AFS reasonably anticipates
would be realized by the Fund 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 directors/trustees of the Fund and all
participating investment companies.
9. This Agreement may be amended at any time by mutual agreement of the
parties, with agreement of the Fund to be evidenced by affirmative vote of
a majority of the members of the board of directors/trustees of the Fund.
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 Fund
will each extend full cooperation in effecting a conversion to whatever
successor shareholder service provider(s) the Fund may select, it being
understood that all records relating to the Fund and its shareholders are
property of the Fund.
11. In the event of a termination of this Agreement by the Fund, the Fund will
pay to AFS as a termination fee the Fund's proportionate share of any costs
of conversion of the Fund's 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 Fund and AFS, or between the Fund
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 Fund under this Agreement are not binding upon any
of the directors, trustees, officers, employees, agents or shareholders of
the Fund individually, but bind only the Fund itself. AFS agrees to look
solely to the assets of the Fund for the satisfaction of any liability of
the Fund in respect to this Agreement and will not seek recourse against
such directors, trustees, officers, employees, agents or shareholders, or
any of them or their personal assets for such satisfaction.
AMERICAN FUNDS SERVICE COMPANY [NAME OF FUND]
By___________________________________ By_______________________________
J. Xxxxx Xxxx, Chairman , Chairman
By___________________________________ By_______________________________
Xxxxxx X. Xxxxxxxx, Secretary , Secretary
