EXHIBIT 23(H)(2)
AMENDED AND RESTATED
SHAREHOLDER SERVICES AGREEMENT
1. The parties to the Shareholder Services Agreement dated May 26, 1986,
between Emerging Markets Growth Fund, Inc., a Maryland corporation (hereinafter
called "the Fund") and American Funds Service Company, a California corporation
(hereinafter called "AFS") hereby amend and restate the Agreement effective
July 1, 1999. This amended and restated 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.
3. 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 services referred to in paragraph 2.
4. As of the effective date of the amended and restated Agreement, the
services provided by AFS to the Fund are limited primarily to providing access
to the DST System. For this reason, the only fees that shall be payable by the
Fund to AFS shall be all fund-specific charges from third parties, including
DST charges, NSCC transaction charges and similar out-of-pocket expenses, and
postage and supplies used by AFS in providing the services under this
Agreement.
5. This Agreement may be amended at any time by mutual agreement of the
parties, provided, however, that any change in the compensation provided for in
paragraph 4 above must be approved by the affirmative vote of a majority of the
members of the board of directors of the Fund, including a majority who are not
"interested persons" within the meaning set forth in Section 2(a)(19) of the
Investment Company Act of 1940, as amended.
6. 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.
7. In the event of disagreement between the Fund and AFS, 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.
8. The obligations of the Fund under this Agreement are not binding upon any
of the directors, 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, officers,
employees, agents or shareholders, or any of them or their personal assets for
such satisfaction.
AMERICAN FUNDS SERVICE COMPANY EMERGING MARKETS GROWTH
FUND, INC.
By /s/ Xxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxx
Xxx X. Xxxxxxx Xxxxxxx X. Xxxxxx, Senior Vice
Senior Vice President President and Secretary
By /s/ Xxxxxxx X. Xxxxxxxxxx By /s/Xxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxxxxx Xxxxx X. Xxxxx
Secretary Vice President
