Exhibit H
Form of
AMENDMENT OF SHAREHOLDER SERVICES AGREEMENT
This Amendment to the Shareholder Services Agreement (the "Agreement") by
and between American Funds Service Company (hereinafter "AFS") and
______________________ (hereinafter called the "Fund") is dated as of the first
day of July, 2001.
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 the Agreement as follows:
1. Section 6 is amended 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):
$0.44 per month for each open account on AFS' books or in Level
0, 2 or 4 Networking ($5.28 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:
$2.57 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 ▇▇▇▇ 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.
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] AMERICAN FUNDS
SERVICE COMPANY
BY: BY:
--------------------------------- ---------------------------------------
Name: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------- -----------------------------
Title:Secretary Title: Secretary
---------------------------- -----------------------------
Date: February 1, 2002 Date: February 1, 2002
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EXHIBIT H
FORM OF
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
WHEREAS, [name of fund] (the "Fund"), is a [state]
[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 shares; Class R-1 shares, Class R-2
shares, Class R-3 shares, Class R-4 shares and Class R-5 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 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 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 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 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; (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 between the Fund
and AFS (a copy of which is attached hereto). 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
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 R5 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 February 15, 2002, and unless terminated sooner it shall continue
in effect until [date]. It may thereafter be continued from year to year only
with the approval of a majority of those Directors of the Fund who are not
"interested persons" of the Fund (as defined in the ▇▇▇▇ ▇▇▇) 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 Fund 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
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.
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
2
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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate original by its officers thereunto duly authorized, as of
February 1, 2002.
CAPITAL RESEARCH AND [NAME OF FUND]
MANAGEMENT COMPANY
By: _________________________ By: ______________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, President [name] Chairman of the Board
By: By: _____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President [name] Secretary
and Secretary
3
EXHIBIT A
to the
Administrative Services Agreement
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 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.
A-1
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.
A-2
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. 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 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.
A-3
ATTACHMENT
TO
ADMINISTRATIVE SERVICES AGREEMENT
AMENDMENT OF SHAREHOLDER SERVICES AGREEMENT
This Amendment to the Shareholder Services Agreement (the "Agreement") by
and between American Funds Service Company (hereinafter "AFS") and [name of
fund] (hereinafter called the "Fund") is dated as of the first day of July,
2001.
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 the Agreement as follows:
1. Section 6 is amended 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):
$0.44 per month for each open account on AFS' books or in Level
0, 2 or 4 Networking ($5.28 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:
$2.57 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 ▇▇▇▇ 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.
Attachment Page 1
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.
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] AMERICAN FUNDS
SERVICE COMPANY
BY: /s/ [name] BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: [name] Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary Title: Secretary
Date: February 1, 2002 Date: February 1, 2002
Attachment Page 2
