FORM OF AMENDMENT OF [AMENDED] SHAREHOLDER SERVICES AGREEMENT
FORM
OF AMENDMENT OF [AMENDED] SHAREHOLDER SERVICES AGREEMENT
This Amendment to
the [Amended] Shareholder Services Agreement (the "Agreement") by and between
American Funds Service Company (hereinafter, "AFS") and [Name of Fund]
(hereinafter, the "Fund") is dated as of the 1st day of November,
2008.
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 Section 6 of the
Agreement 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):
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Fee per account (annual
rate)
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Rate
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Broker
controlled account (networked and street)
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$0.84
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Full service
account
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$18.00
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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.
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.
[Remainder of page
intentionally left blank.]
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.
[NAME OF
FUND]
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AMERICAN
FUNDS SERVICE COMPANY
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BY:
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BY:
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Name:
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Name:
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Title:
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Title:
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Date:
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Date:
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FORM
OF
AMENDED
AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
WHEREAS, [Name of
Fund] (the “Fund”), is a [State of Formation] [corporation/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-1 shares, Class F-2 shares (together, the “Class F shares”); Class R-1
shares, Class R-2 shares, Class R-3 shares, Class R-4 shares, Class R-5 shares,
and Class R-6 shares (collectively, the “Class R shares”); and Class 529-A
shares, Class 529-B shares, Class 529-C shares, Class 529-E shares, and Class
529-F-1 shares (collectively, the “Class 529 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, 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 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, Class R shares and Class 529 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, Class R shares and Class 529 shares on the terms and
conditions set forth herein; and
WHEREAS, the Fund
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, Class R shares and Class 529
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, 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; (vi) to
ensure compliance with the Fund prospectus; and (vii) with respect to Class 529
shares, compliance with the CollegeAmerica program description.
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 shares, the
Fund 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 Fund 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 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, Class R shares and Class
529 shares, the Fund shall pay the Investment Adviser an administrative services
fee (“administrative fee”). For the Fund’s Class C shares, Class F-1 shares,
Class F-2 shares, Class R-1 shares, Class R-2 shares, Class R-3 shares, Class
R-4 shares and Class 529 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. For the Fund’s Class R-6 shares, the
administrative fee shall accrue daily and shall be calculated at the annual rate
of 0.05% of the average net assets of the Class R-6 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 1,
2009, and unless terminated sooner it shall continue in effect until [Month]
[Day], 2010. It may thereafter be continued from year to year only with the
approval of a majority of those [Directors/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 [Directors/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 [Directors/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 [Directors/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 Fund 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 Fund.
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 [Month] [Day],
2009.
CAPITAL
RESEARCH AND MANAGEMENT COMPANY
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[NAME OF
FUND]
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By:
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By:
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Xxxxxxx X.
Xxxxxx, President
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[Name of
Officer], [Title]
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By:
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By:
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Xxxxxxx X.
Xxxxxx, Senior Vice President
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[Name],
Secretary
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and
Secretary
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EXHIBIT
A
to
the
Administrative
Services Agreement
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 Fund’s Class C shares, Class F
shares, Class R shares and Class 529 shares, and shall provide such additional
related services as the Fund’s Class C shares, Class F shares, Class R shares
and Class 529 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, Class R shares and/or Class 529 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, Class R shares
and/or Class 529 shares of the Fund owned by such Customer and the net asset
value of the Class C shares, Class F shares, Class R shares and/or Class 529
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, Class R shares and/or Class 529
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 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, Class R shares and Class 529 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, Class R shares and Class 529 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, Class R shares and Class 529 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. 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 Fund’s Class C shares, Class F shares, Class R shares and
Class 529 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.