AMERICAN FUNDS TARGET DATE RETIREMENT SERIES, INC. AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
AMENDED
AND RESTATED ADMINISTRATIVE
SERVICES AGREEMENT
WHEREAS, American
Funds Target Date Retirement Series, Inc. (the "Series"), is a
Maryland corporation registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end diversified investment company that
consists of a series of nine funds (each a "Fund" and collectively the "Funds")
and may offer additional series of funds in the future;
WHEREAS, each
Fund offers Class A, 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 A
and R shares");
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 Series and to other investment companies;
WHEREAS, the Series
wishes to have the Investment Adviser arrange for and coordinate and monitor 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 each
Fund’s Class A and R shares;
WHEREAS, the
Investment Adviser is willing to perform or to cause to be performed such
transfer agent services and administrative services for each Fund’s Class A and
R shares on the terms and conditions set forth herein; and
WHEREAS, the Series
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 each
Fund’s Class A and R 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 Series 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 and
oversee the activities of the 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 Series 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 Series’ Class A and
Class R shares, the Series 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 Series 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 Series. 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 Series’ Class A and
Class R shares, the Series shall pay the Investment Adviser an administrative
services fee (“administrative fee”). For the Series’ Class A shares,
Class R-1 shares, Class R-2 shares, Class R-3 shares, and Class R-4 shares, the
administrative fee shall accrue daily and shall be calculated at the annual rate
of 0.10% of the average net assets of those shares. For the Series’
Class R-5 shares, the administrative fee shall accrue daily and shall be
calculated at the annual rate of 0.05% of the average net assets of those
shares. The Series’ Class R-6 shares shall not be subject to an administrative
fee. 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
December 31,
2009. It may thereafter be continued from year to year only
with the approval of a majority of those Directors of the Series who are not
"interested persons" of the Series (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"). This Agreement
may be terminated as to the Series as a whole or any class of shares
individually at any time by vote of a majority of the Independent
Directors. The Investment Adviser may terminate this agreement upon
sixty (60) days’ prior written notice to the Series.
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.
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 Series.
6. Issuance of Additional
Series of Funds. This Agreement shall apply to any funds added
to the Series that offer Class A and R shares unless the Series’ Independent
Directors otherwise provide.
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.
IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed in duplicate
original by its officers thereunto duly authorized, as of [DATE], 2009.
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CAPITAL
RESEARCH AND
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AMERICAN
FUNDS TARGET DATE
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MANAGEMENT
COMPANY
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RETIREMENT
SERIES, INC.
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By:
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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:____________________________
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By:
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Xxxx
X. Xxxxx, Xx.
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Xxxxxx X.
Xxxxxxxx
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Vice
Chairman
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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 American Funds
Service Company (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 each Fund’s Class A and R shares, and shall provide such additional
related services as each Fund’s Class A and R 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 A and
R 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
Series-related materials the names and addresses of all
Customers. The Series-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 Series-related materials to its Customers.
b. Deliver
current Series 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 A and R shares of each Fund owned by
such Customer and the net asset value of the Class A and R shares of each Fund
as of a recent date;
d. Produce
and deliver to Customers confirmation statements reflecting purchases and
redemptions of Class A and R shares of the Funds;
e. Respond
to Customer inquiries regarding, among other things, share prices, account
balances, dividend amounts and dividend payment dates;
f. If
the Service Provider accepts transactions in the Funds’ Class A and 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(e) to its own Customers.
3. Transactional
Services
The Service
Provider shall communicate to its Customers, as to Class A and R shares of the
Funds, 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 Class A and R shares of the Funds, 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. Series
Communications
The Service
Provider shall, upon request by the Series, on each business day, report the
number of Class A and R shares on which the administrative fee is to be paid
pursuant to this Agreement. The Service Provider shall also provide
the Series with a monthly invoice.
6. Monitoring of Service
Providers
The Investment
Adviser shall coordinate and monitor the activities of the Service Providers
with which it contracts to ensure that the shareholders of each Fund’s Class A
and R shares
receive high-quality service. The Investment Adviser shall also
ensure that Service Providers deliver to Customers account statements and all
Series-related materials, including prospectuses, shareholder reports, and
proxies.
