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 funds set forth on Exhibit B (each a “Fund” and
collectively the “Funds”) and may offer additional series of funds in the
future;
WHEREAS, each Fund
offers Class A 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 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 the 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 the administrative
fee described in this paragraph (b). 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 January 1,
2010, and unless terminated sooner it shall continue in effect
until
December 31,
2010. 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 ▇▇▇▇ ▇▇▇) and have no
direct or indirect financial interest in the operation of this Agreement or any
agreement related to it (the “Independent Directors”). The effective
and termination dates of this Agreement with respect to the Funds are set forth
on Exhibit B. 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 January 1, 2010.
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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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▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
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▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
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President
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Vice
Chairman
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By:____________________________
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By:____________________________
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▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
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Senior Vice
President and Secretary
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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.
EXHIBIT
B
to
the
Amended
and Restated Administrative Services Agreement
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Fund
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Effective
Date
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Termination
Date
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American
Funds 2055 Target Date Retirement Fund
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Commencement
of Operations
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12/31/10
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American
Funds 2050 Target Date Retirement Fund
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1/1/10
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12/31/10
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American
Funds 2045 Target Date Retirement Fund
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1/1/10
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12/31/10
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American
Funds 2040 Target Date Retirement Fund
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1/1/10
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12/31/10
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American
Funds 2035 Target Date Retirement Fund
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1/1/10
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12/31/10
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American
Funds 2030 Target Date Retirement Fund
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1/1/10
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12/31/10
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American
Funds 2025 Target Date Retirement Fund
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1/1/10
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12/31/10
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American
Funds 2020 Target Date Retirement Fund
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1/1/10
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12/31/10
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American
Funds 2015 Target Date Retirement Fund
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1/1/10
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12/31/10
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American
Funds 2010 Target Date Retirement Fund
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1/1/10
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12/31/10
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AMENDED
AND RESTATED SHAREHOLDER SERVICES AGREEMENT
1. The
parties to this Agreement, which is effective as of January 1, 2010, are
American Funds
Target Date Retirement Series, Inc., a Maryland corporation (hereinafter called
“the Series”) and American Funds Service Company, a California corporation
(hereinafter called “AFS”). The Series consists of the funds set forth on
Exhibit A (hereinafter called “Funds”). AFS is a wholly owned subsidiary of
Capital Research and Management Company (hereinafter called “CRMC”). This
Agreement will continue in effect until amended or terminated in accordance with
its terms. The effective dates of this Agreement with respect to the Funds are
set forth on Exhibit A.
2. The
Series hereby employs AFS, and AFS hereby accepts such employment by the Series,
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 Series may from time to time require, in
respect of Class A shares of the Series all of which services are sometimes
referred to herein as “shareholder services.” In addition, AFS
assumes responsibility for the Series’ implementation and compliance with the
procedures set forth in the Anti-Money Laundering (“AML”) Program of the Series
and does hereby agree to provide all records relating to the AML Program to any
federal examiner of the Series upon request.
3. AFS
has entered into substantially identical agreements with other investment
companies for which CRMC serves as investment adviser. (For the
purposes of this Agreement, such investment companies, including the Series, are
called “participating investment companies.”)
4. 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 shareholder services referred to in paragraph 2.
5. The
Series, together with the other participating companies, will maintain a Review
and Advisory Committee, which Committee will review and may make recommendations
to the boards of the participating investment companies regarding all fees and
charges provided for in this Agreement, as well as review the level and quality
of the shareholder services rendered to the participating investment companies
and their shareholders. Each participating investment company may
select one director or trustee who is not affiliated with CRMC, or any of its
affiliated companies, or with Washington Management Corporation or any of its
affiliated companies, to serve on the Review and Advisory
Committee.
6. 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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$16.00
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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 ▇▇▇▇ the
Series monthly, on or shortly after the first of each calendar month, and the
Series 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 of the Series
7. All
Series-specific charges from third parties -- including DST charges, payments
described in the next sentence, postage, NSCC transaction charges and similar
out-of-pocket expenses -- will be passed through directly to the Series or other
participating investment companies, as applicable. AFS, subject to
approval of its board of directors, is authorized in its discretion to negotiate
payments to third parties for account maintenance and/or transaction processing
services provided such payments do not exceed the anticipated savings to the
Series, either in fees payable to AFS hereunder or in other direct Series
expenses, that AFS reasonably anticipates would be realized by the Series from
using the services of such third party rather than maintaining the accounts
directly on AFS' books and/or processing non-automated
transactions.
8. It
is understood that AFS may have income in excess of its expenses and may
accumulate capital and surplus. AFS is not, however, permitted to
distribute any net income or accumulated surplus to its parent, CRMC, in the
form of a dividend without the affirmative vote of a majority of the members of
the boards of directors of the Series and all participating investment
companies.
9. This
Agreement may be amended at any time by mutual agreement of the parties, with
agreement of the Series to be evidenced by affirmative vote of a majority of the
members of the board of directors/trustees of the Series.
10. 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
Series will each extend full cooperation in effecting a conversion to whatever
successor shareholder service provider(s) the Series may select, it being
understood that all records relating to the Series and its shareholders are
property of the Series.
11. In
the event of a termination of this Agreement by the Series, the Series will pay
to AFS as a termination fee the Series' proportionate share of any costs of
conversion of the Series' shareholder service from AFS to a
successor. In the event of termination of this Agreement and all
corresponding agreements with all the participating investment companies, all
assets of AFS will be sold or otherwise converted to cash, with a view to the
liquidation of AFS when it ceases to provide shareholder services for the
participating investment companies. To the extent any such assets are
sold by AFS to CRMC and/or any of its affiliates, such sales shall be at fair
market value at the time of sale as agreed upon by AFS, the purchasing company
or companies, and the Review and Advisory Committee. After all assets
of AFS have been converted to cash and all liabilities of AFS have been paid or
discharged, an amount equal to any capital or paid-in surplus of AFS that shall
have been contributed by CRMC or its affiliates shall be set aside in cash for
distribution to CRMC upon liquidation of AFS. Any other capital or
surplus and any assets of AFS remaining after the foregoing provisions for
liabilities and return of capital or paid-in surplus to CRMC shall be
distributed to the participating investment companies in such proportions as may
be determined by the Review and Advisory Committee.
12. In
the event of disagreement between the Series and AFS, or between the Series and
other participating investment companies as to any matter arising under this
Agreement, which the parties to the disagreement are unable to resolve, the
question shall be referred to the Review and Advisory Committee for
resolution. If the Review and Advisory Committee is unable to resolve
the question to the satisfaction of both parties, 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.
13. The
obligations of the Series under this Agreement are not binding upon any of the
directors, trustees, officers, employees, agents or shareholders of the Series
individually, but bind only the Series itself. AFS agrees to look
solely to the assets of the Series for the satisfaction of any liability of the
Series in respect to this Agreement and will not seek recourse against such
directors, trustees, officers, employees, agents or shareholders, or any of them
or their personal assets for such satisfaction.
IN WITNESS WHEREOF,
the Series has caused this Plan to be executed by its officers thereunto duly
authorized, as of January 1, 2010.
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AMERICAN
FUNDS SERVICE
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AMERICAN
FUNDS TARGET DATE
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COMPANY
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RETIREMENT
SERIES, INC.
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By
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By
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▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
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Chairman
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President and
Principal Executive Officer
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By
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By
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▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
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Secretary
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Secretary
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EXHIBIT
A
to
the
Amended
and Restated Shareholder Services Agreement
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Fund
|
Effective
Date
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American
Funds 2055 Target Date Retirement Fund
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Commencement
of Operations
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American
Funds 2050 Target Date Retirement Fund
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1/1/10
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American
Funds 2045 Target Date Retirement Fund
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1/1/10
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American
Funds 2040 Target Date Retirement Fund
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1/1/10
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American
Funds 2035 Target Date Retirement Fund
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1/1/10
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American
Funds 2030 Target Date Retirement Fund
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1/1/10
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American
Funds 2025 Target Date Retirement Fund
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1/1/10
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American
Funds 2020 Target Date Retirement Fund
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1/1/10
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American
Funds 2015 Target Date Retirement Fund
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1/1/10
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American
Funds 2010 Target Date Retirement Fund
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1/1/10
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