AMERICAN FUNDS TARGET DATE RETIREMENT SERIES, INC. AMENDED AND RESTATED INVESTMENT ADVISORY AND SERVICE AGREEMENT
AMENDED
AND RESTATED
THIS AMENDED AND
RESTATED INVESTMENT ADVISORY AND SERVICE AGREEMENT, dated and effective as of
the 1st day of January, 2010, is made and entered into by and between AMERICAN
FUNDS TARGET DATE RETIREMENT SERIES, INC., a Maryland corporation (the
“Series”), and CAPITAL RESEARCH AND MANAGEMENT COMPANY, a Delaware corporation
(the “Investment Adviser”).
W I T N E S S E T
H
The Series is an
open-end diversified investment company of the management type, registered under
the Investment Company Act of 1940, as amended (the “1940 Act”). The
Investment Adviser is 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 Series and to other investment companies.
NOW, THEREFORE, in
consideration of the premises and the mutual undertaking of the parties, it is
covenanted and agreed as follows:
1. The
Series hereby employs the Investment Adviser to provide investment advisory and
administrative services to the Series. The Investment Adviser hereby
accepts such employment and agrees to render the services to the extent herein
set forth, for the compensation herein provided. The Investment
Adviser shall, for all purposes herein, be deemed an independent contractor and
not an agent of the Series.
2. (a) The
Investment Adviser will provide general management services to the underlying
portfolios of the Series set forth on Exhibit A (the “Funds”), including overall
supervisory responsibility for the general management and investment of the
Funds’ assets, giving due consideration to the policies of the Series as
expressed in the Series’ articles of incorporation, by-laws, registration
statement under the 1940 Act and registration statement under the Securities Act
of 1933, as amended (the “1933 Act”), as well as to the factors affecting the
Funds’ status as regulated investment companies under the Internal Revenue Code
of 1986, as amended.
(b) The
Investment Adviser may delegate its investment management responsibilities under
paragraph 2(a), or a portion thereof, to one or more entities that are direct or
indirect subsidiaries of the Investment Adviser or at least majority owned
subsidiaries of The Capital Group Companies, Inc. and registered as investment
advisers under the Investment Adviser’s Act of 1940 (each a “Subsidiary”),
pursuant to an agreement between the Investment Adviser and the Subsidiary (the
“Subsidiary Agreement”). Any Subsidiary to which the Investment
Adviser proposes to delegate its investment management responsibilities must be
approved by the Series Board of Directors, including a majority of the Directors
who are not parties to this Agreement nor interested persons of any such party
(“Independent Directors”).
(c) The
Investment Adviser will, subject to the review and approval of the Board of
Directors of the Series: (i) set the Funds’ overall investment strategies; (ii)
evaluate, select and recommend Subsidiaries to manage all or a part of the
Funds’ assets; (iii) when appropriate, allocate and reallocate the Funds’ assets
among multiple Subsidiaries; (iv) monitor and evaluate the performance of
Subsidiaries; and (v) implement procedures reasonably designed to ensure that
the Subsidiaries comply with the Funds’ investment objective, policies and
restrictions. The Investment Adviser shall be solely responsible for paying the
fees of any Subsidiary.
(d) Any
Subsidiary Agreement may provide that the Subsidiary, subject to the control and
supervision of the Series’ Board of Directors and the Investment Adviser, shall
have full investment discretion for the Funds and shall make all determinations
with respect to (i) the investment of the Funds’ assets assigned to the
Subsidiary; (ii) the purchase and sale of portfolio securities with those
assets, and (iii) any steps that may be necessary to implement an investment
decision. Any delegation of duties pursuant to this paragraph shall comply with
all applicable provisions of Section 15 of the 1940 Act, except to the extent
permitted by any exemptive order of the Securities and Exchange Commission
(“SEC”), or similar relief. The Investment Adviser will periodically
evaluate the continued advisability of retaining any Subsidiary and will make
recommendations to the Series’ Board of Directors, as needed.
(e) The
Investment Adviser shall furnish the services of persons to perform the
executive, administrative, clerical, and bookkeeping functions of the Series,
including the daily determination of net asset value per share. The
Investment Adviser shall pay the compensation and travel expenses of all such
persons, and they shall serve without any additional compensation from the
Series. The Investment Adviser shall also, at its expense, provide
the Series with necessary office space (which may be in the offices of the
Investment Adviser); all necessary office equipment and utilities; and general
purpose forms, supplies, and postage used at the offices of the
Series.
(f) The
Investment Adviser shall maintain all books and records with respect to the
Series’ investment management activities that are required to be maintained
pursuant to the Investment Company Act of 1940 and the rules thereunder, as well
as any other applicable legal requirements. The Investment Adviser
acknowledges and agrees that all such records are the property of the Series,
and it shall maintain and preserve such records in accordance with applicable
law and provide such records promptly to the Series upon request.
(g) The
Investment Adviser shall prepare and submit to the Series all data on the
performance of its duties as investment adviser for required filings with
governmental agencies or for the preparation of reports to the Board of
Directors or the shareholders of the Series.
(h) The
Investment Adviser shall furnish from time to time such other appropriate
information as may be reasonably requested by the Series.
3. The
Series shall pay all its expenses not assumed by the Investment Adviser as
provided herein. Such expenses shall include, but shall not be
limited to, expenses incurred in connection with the organization of the Series,
its qualification to do business in the State of California, and its
registration as an investment company under the 1940 Act; custodian, stock
transfer and dividend disbursing fees and expenses; service and distribution
expenses pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940
Act; expenses incurred for shareholder servicing, recordkeeping, transactional
services, tax and informational returns and fund and shareholder communications;
costs of designing and of printing and mailing to its shareholders reports,
prospectuses, proxy statements, and notices to its shareholders; taxes; expenses
of the issuance, sale, redemption, or repurchase of shares of the Series
(including registration and qualification expenses); legal and auditing fees and
expenses; compensation, fees, and expenses paid to Independent Directors;
association dues; and costs of any share certificates, stationery and forms
prepared exclusively for the Series.
4.
(a) The
Series shall pay to the Investment Adviser on or before the tenth (10th) day of
each month, as compensation for the services rendered by the Investment Adviser
during the preceding month a fee calculated at the annual rate of:
0.100% of the
Series’ net assets.
(b) Such
fee shall be accrued daily and the daily rate shall be computed based on the
actual number of days per year. For the purposes hereof, the net
assets of the Funds shall be determined in the manner set forth in the articles
of incorporation and registration statement of the Series. The
advisory fee shall be payable for the period commencing on the date on which
operations of the Funds begin and ending on the date of termination hereof and
shall be prorated for any fraction of a month at the beginning or the
termination of such period.
5. This
Agreement may be terminated at any time, without payment of any penalty, by the
Directors of the Series or by vote of a majority (within the meaning of the 0000
Xxx) of the outstanding voting securities of the Series, on sixty (60) days’
written notice to the Investment Adviser, or by the Investment Adviser on like
notice to the Series. Unless sooner terminated in accordance with
this provision, this Agreement shall continue until December 31,
2010. It may thereafter be renewed from year to year by mutual
consent, provided that such renewal shall be specifically approved at least
annually by the Board of Trustees of the Series, or by vote of a majority
(within the meaning of the 0000 Xxx) of the outstanding voting securities of the
Series. In either event, any such renewal must be approved by a
majority of the Independent Directors at a meeting called for the purpose of
voting on such approval. The effective and termination dates of this
Agreement with respect to the Funds are set forth on Exhibit A.
6. This
Agreement shall not be assignable by either party hereto, and in the event of
assignment (within the meaning of the 0000 Xxx) by the Investment Adviser shall
automatically be terminated forthwith.
7. Nothing
contained in this Agreement shall be construed to prohibit the Investment
Adviser from performing investment advisory, management, or distribution
services for other investment companies and other persons or companies, nor to
prohibit affiliates of the Investment Adviser from engaging in such businesses
or in other related or unrelated businesses.
8. The
Investment Adviser shall not be liable to the Series or its shareholders for any
error of judgment, for any mistake of law, for any loss arising out of any
investment or for any act, or omission not involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of its obligations and duties
hereunder.
9. The
obligations of the Series under this Agreement are not binding upon any of the
Directors, officers, employees, agents or shareholders of the Series
individually, but bind only the Series’ estate. The Investment
Adviser agrees to look solely to the assets of the Series for the satisfaction
of any liability in respect of the Series under this Agreement and will not seek
recourse against such Directors, officers, employees, agents or shareholders, or
any of them, or any of their personal assets for such satisfaction.
10. The
Series acknowledges and agrees that the names, “American Funds” and “Capital” or
any derivatives thereof or logo associated with those names are the valuable
property of the Investment Adviser and its affiliates, and that the Series shall
have the right to use such names (or derivatives or logos) only so long as this
Agreement shall continue in effect. Upon termination of this
Agreement the Series shall forthwith cease to use such names (or derivatives or
logos).
IN WITNESS WHEREOF,
the parties hereto have caused this instrument to be executed in duplicate
original by their duly authorized officers.
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AMERICAN FUNDS
TARGET DATE
|
CAPITAL
RESEARCH AND
|
|
RETIREMENT
SERIES, INC.
|
MANAGEMENT
COMPANY
|
|
By
|
By
|
|
Xxxxxxx X.
Xxxxxx, President and
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Xxxx X.
Xxxxx, Xx.,
|
|
Principal
Executive Officer
|
Vice
Chairman
|
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By
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By
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Xxxxxx X.
Xxxxxxxx,
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Xxxxxxx X.
Xxxxxx,
|
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Secretary
|
President
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EXHIBIT
A
to
the
Amended
and Restated Investment Advisory and Service Agreement
|
Fund
|
Effective
Date
|
Termination
Date
|
|
American
Funds 2055 Target Date Retirement Fund
|
Commencement
of Operations
|
12/31/10
|
|
American
Funds 2050 Target Date Retirement Fund
|
1/1/10
|
12/31/10
|
|
American
Funds 2045 Target Date Retirement Fund
|
1/1/10
|
12/31/10
|
|
American
Funds 2040 Target Date Retirement Fund
|
1/1/10
|
12/31/10
|
|
American
Funds 2035 Target Date Retirement Fund
|
1/1/10
|
12/31/10
|
|
American
Funds 2030 Target Date Retirement Fund
|
1/1/10
|
12/31/10
|
|
American
Funds 2025 Target Date Retirement Fund
|
1/1/10
|
12/31/10
|
|
American
Funds 2020 Target Date Retirement Fund
|
1/1/10
|
12/31/10
|
|
American
Funds 2015 Target Date Retirement Fund
|
1/1/10
|
12/31/10
|
|
American
Funds 2010 Target Date Retirement Fund
|
1/1/10
|
12/31/10
|
