**[NAMEOF FUND]**

** **

**AMENDED AND RESTATED SHAREHOLDER SERVICESAGREEMENT**

 

 

1.	The parties to this Amended and RestatedAgreement (the “Agreement”), which is effective as of [DATE], are [Name Of Fund], a Delaware statutory trust (the “Fund”),and American Funds Service Company, a California corporation (“AFS”). AFS is a wholly owned subsidiary of Capital Researchand Management Company (“CRMC”). This Agreement will continue in effect until amended or terminated in accordance withits terms.

 

2.	The Fund hereby employsAFS, and AFS hereby accepts such employment by the Fund, as its transfer agent. In such capacity AFS will provide the servicesof stock transfer agent, dividend disbursing agent, redemption agent, and such additional related services as the Fund may fromtime to time require, in respect of [Class A, Class B, Class C, Class F-1, Class F-2 (“Class F shares), Class 529-A, Class529-B, Class 529-C, Class 529-E, Class 529-F-1 (“Class 529 shares”), Class R-1, Class R-2, Class R-2E, Class R-3, ClassR-4, Class R-5 and Class R-6 shares (“Class R shares”) (Class A, Class B, Class C, Class F, Class 529 and Class R shares]collectively the “shares”) of the Fund, all of which services are sometimes referred to herein as “shareholderservices.” In addition, AFS assumes responsibility for the Fund’s implementation and compliance with the proceduresset forth in the Anti-Money Laundering Program (“AML Program”) of the Fund and does hereby agree to provide all recordsrelating to the AML Program to any federal examiner of the Fund upon request.

 

3.	AFS has entered into substantially identicalagreements with other investment companies for which CRMC serves as investment adviser. (For the purposes of this Agreement, suchinvestment companies, including the Fund, are called “participating investment companies.”)

 

4.	AFS has entered into an agreement withDST Systems, Inc. (hereinafter called “DST”), to provide AFS with electronic data processing services sufficient forthe performance of the shareholder services referred to in paragraph 2.

 

5.	The Fund, together with the other participatinginvestment companies, will maintain a Review and Advisory Committee, which Committee will review and may make recommendations tothe boards of the participating investment companies regarding all fees and charges provided for in this Agreement, as well asreview 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 affiliatedcompanies, to serve on the Review and Advisory Committee.

 

6.	AFS will provide to the participating investmentcompanies the shareholder services referred to herein in return for the following fees:

 

Annual account maintenance fee (paid monthly):

 

Fee per account (annual rate)	Rate

 

No annual fee will be charged for a participantaccount underlying a 401(k) or other defined contribution plan where the plan maintains a single account on AFS’ books andresponds to all participant inquiries.

 

The fees described above shall be invoicedand paid within 30 days after the end of the month in which the services were performed.

 

Any revision of the schedule of charges set forthherein shall require the affirmative vote of a majority of the members of the board of trustees of the Fund.

 

7.	a.	All Fund-specific charges from thirdparties -- including DST charges, payments described in the next sentence, postage, NSCC transaction charges and similar out-of-pocketexpenses -- will be passed through directly to the Fund or other participating investment companies, as applicable. AFS, subjectto approval of its board of directors, is authorized in its discretion to negotiate payments to third parties for account maintenanceand/or transaction processing services described in paragraph 7.b., provided such payments do not exceed the anticipated savingsto the Fund, either in fees payable to AFS hereunder or in other direct Fund expenses, that AFS reasonably anticipates would berealized by the Fund from using the services of such third party rather than maintaining the accounts directly on AFS’ booksand/or processing non-automated transactions. The limitation set forth above shall not apply to Class C shares, Class F shares,Class 529 shares or Class R shares.

 

	b.	During the term of this Agreement,AFS shall perform or cause to be performed the transfer agent services set forth in Exhibit A hereto, as such exhibit may be amendedfrom time to time by mutual consent of the parties. The Fund and AFS acknowledge that AFS will contract with third parties, toperform such transfer agent services. In selecting third parties to perform transfer agent services, AFS shall select only thosethird parties that AFS reasonably believes have adequate facilities and personnel to diligently perform such services. As set forthin the Administrative Services Agreement between the Fund and CRMC, CRMC or its affiliates shall monitor, coordinate and overseethe activities performed by the third parties with which AFS contracts.

 

8.	It is understood that AFS may have incomein excess of its expenses and may accumulate capital and surplus. AFS is not, however, permitted to distribute any net income oraccumulated surplus to its parent, CRMC, in the form of a dividend without the affirmative vote of a majority of the members ofthe boards of the Fund and all participating investment companies.

 

9.	This Agreement may be amended at any timeby mutual agreement of the parties, with agreement of the Fund to be evidenced by affirmative vote of a majority of the membersof the board of the Fund.

 

10.	This Agreement may be terminated on 180days’ written notice by either party. In the event of a termination of this Agreement, AFS and the Fund will each extendfull cooperation in effecting a conversion to whatever successor shareholder service provider(s) the Fund may select, it beingunderstood that all records relating to the Fund and its shareholders are property of the Fund.

 

11.	In the event of a termination of thisAgreement by the Fund, the Fund will pay to AFS as a termination fee the Fund’s proportionate share of any costs of conversionof the Fund’s shareholder service from AFS to a successor. In the event of termination of this Agreement and all correspondingagreements with all the participating investment companies, all assets of AFS will be sold or otherwise converted to cash, witha view to the liquidation of AFS when it ceases to provide shareholder services for the participating investment companies. Tothe 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 thetime of sale as agreed upon by AFS, the purchasing company or companies, and the Review and Advisory Committee. After all assetsof AFS have been converted to cash and all liabilities of AFS have been paid or discharged, an amount equal to any capital or paid-insurplus of AFS that shall have been contributed by CRMC or its affiliates shall be set aside in cash for distribution to CRMC uponliquidation of AFS. Any other capital or surplus and any assets of AFS remaining after the foregoing provisions for liabilitiesand return of capital or paid-in surplus to CRMC shall be distributed to the participating investment companies in such proportionsas may be determined by the Review and Advisory Committee.

 

12.	In the event of disagreement between theFund and AFS, or between the Fund and other participating investment companies as to any matter arising under this Agreement, whichthe parties to the disagreement are unable to resolve, the question shall be referred to the Review and Advisory Committee forresolution. If the Review and Advisory Committee is unable to resolve the question to the satisfaction of both parties, eitherparty may elect to submit the question to arbitration; one arbitrator to be named by each party to the disagreement and a thirdarbitrator to be selected by the two arbitrators named by the original parties. The decision of a majority of the arbitrators shallbe final and binding on all parties to the arbitration. The expenses of such arbitration shall be paid by the party electing tosubmit the question to arbitration.

 

13.	The obligations of the Fund under thisAgreement are not binding upon any of the trustees, officers, employees, agents or shareholders of the Fund individually, but bindonly the Fund itself. AFS agrees to look solely to the assets of the Fund for the satisfaction of any liability of the Fund inrespect to this Agreement and will not seek recourse against such trustees, officers, employees, agents or shareholders, or anyof them or their personal assets for such satisfaction.

 

	 

 

 

 

 

 

**ExhibitA**

**to the**

**Amended and Restated Shareholder ServicesAgreement**

 

AFS or any third party with whom it may contract(AFS and any such third-party are collectively referred to as “Service Provider”) shall act, as necessary, as stocktransfer agent, dividend disbursing agent and redemption agent for the Fund’s shares and shall provide such additional relatedservices as the Fund’s shares may from time to time require.

** **

1.	Record Maintenance

 

The Service Provider shall maintain, and requireany third parties with which it contracts to maintain with respect to each Fund shareholder holding the Fund’s shares ina 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, includingzip 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 forthe purpose of delivering certain Fund-related materials the names and addresses of all Customers. The Fund-related materials shallconsist of updated summary prospectuses and/or prospectuses and any supplements and amendments thereto, annual and other periodicreports, proxy or information statements and other appropriate shareholder communications. In the alternative, the Service Providermay distribute the Fund-related materials to its Customers.

 

b.	Deliver current Fund summary prospectuses,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 lessfrequently than a quarterly basis showing, among other things, the number of shares of the Fund owned by such Customer and thenet asset value of shares of the Fund as of a recent date.

 

d.	Produce and deliver to Customers confirmationstatements reflecting purchases and redemptions of 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 A, Class B, Class Cand/or Class F shares of the Fund purchased by Customers, provide average cost basis reporting to Customers to assist them in preparationof their income tax returns.

 

g.	If the Service Provider accepts transactionsin the Fund’s shares from any brokers or banks in an omnibus relationship, require each such broker or bank to provide suchshareholder 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 shares of the Fund, purchase, redemption and exchange orders reflecting the orders it receives from its Customers or fromany 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 the Fund, mergers, splits and other reorganizationactivities, 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, andrequire to be prepared and filed by any brokers or banks as to their Customers, with the appropriate governmental agencies, suchinformation, 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 theFund, on each business day, report the number of shares on which the transfer agency fee is to be paid pursuant to this Agreement.The Service Provider shall also provide the Fund with a monthly invoice.

 

6.	Coordination, Oversight and Monitoringof Service Providers

 

As set forth in the Administrative Services Agreementbetween the Fund and CRMC, CRMC shall coordinate, monitor and oversee the activities performed by the Service Providers with whichAFS contracts. AFS shall monitor Service Providers provision of services including the delivery of Customer account statementsand all Fund-related materials, including summary prospectuses and/or prospectuses, shareholder reports, and proxies.

 

[nameof FUND]

 

**AMENDED AND RESTATED ADMINISTRATIVE SERVICESAGREEMENT**

 

WHEREAS, [Name Of Fund] (the “Fund”),is a [Delaware statutory trust] registered under the Investment Company Act of 1940, as amended (the “1940 Act”), asan open-end diversified investment company that offers [Class A shares; Class C shares; Class F-1 shares, Class F-2 shares(together, “Class F shares”); Class R-1 shares, Class R-2 shares, Class R-2E shares, Class R-3 shares, Class R-4 shares,Class R-5 shares, Class R-6 shares (collectively, “Class R shares”); and Class 529-A shares, Class 529-B shares, Class529-C shares, Class 529-E shares, and Class 529-F-1 shares (collectively, “Class 529 shares”) of [common stock/beneficialinterest] (Class A shares, Class C shares, Class F shares, Class R shares and Class 529 shares collectively the “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 Fund and to other investment companies;

 

WHEREAS, the Fund wishes to have the InvestmentAdviser assist financial advisers and other intermediaries with their provision of service to shareholders of the Fund and to arrangefor and coordinate, monitor and oversee the activities performed by the third parties with which affiliates of the Investment Advisercontract for the provision of sub-transfer agency services (the “administrative services”);

 

WHEREAS, the Investment Adviser is willing to performor to cause to be performed such administrative services for the Fund’s shares on the terms and conditions set forth herein;and

 

WHEREAS, the Fund and the Investment Adviser wishto enter into an Amended and Restated Administrative Services Agreement (“Agreement”) whereby the Investment Adviserwould perform or cause to be performed such administrative services for the Fund’s shares;

 

NOW, THEREFORE, the parties agree as follows:

 

1.	Services. During the term of thisAgreement, the Investment Adviser shall perform or cause to be performed the administrative services set forth in Exhibit A hereto,as such exhibit may be amended from time to time by mutual consent of the parties.

 

2.	Fees.	In consideration of administrativeservices performed by the Investment Adviser for the Fund’s shares the Fund shall pay the Investment Adviser an administrativeservices fee (“administrative fee”). For the Fund’s Class A shares the administrative fee shall accrue dailyand shall be calculated at the annual rate of 0.01% of the average daily net assets of those shares. For the Fund’s ClassC shares, Class F shares, Class 529 shares and Class R shares, the administrative fee shall accrue daily and shall be calculatedat the annual rate of 0.05% of the average daily net assets of those

shares. The administrative fee shall be invoiced and paid within30 days after the end of the month in which the administrative services were performed.

 

3.	Effective Date and Termination of Agreement.This Agreement shall become effective on [DATE] and unless terminated sooner it shall continue in effect until [DATE]. It may thereafterbe continued from year to year only with the approval of a majority of those trustees of the Fund who are not “interestedpersons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of thisAgreement or any agreement related to it (the “Independent Trustees”). This Agreement may be terminated as to the Fundas a whole or any class of shares individually at any time by vote of a majority of the Independent Trustees. The Investment Advisermay terminate this agreement upon sixty (60) days’ prior written notice to the Fund.

 

4.	Amendment. No material amendment tothis Agreement shall be made unless such amendment is approved by the vote of a majority of the Independent Trustees.

 

5.	Assignment. This Agreement shall notbe 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 authorizedto contract with its affiliates for the provision of administrative services on behalf of the Fund.

 

6.	Issuance of Series of Shares. If theFund shall at any time issue shares in more than one series, this Agreement may be adopted, amended, continued or renewed withrespect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effectedwith respect to any one or more other series of the Fund.

 

7.	Choice of Law. This Agreement shallbe construed under and shall be governed by the laws of the State of California, and the parties hereto agree that proper venueof any action with respect hereto shall be Los Angeles County, California.

 

 

 

[Remainder of page intentionally left blank.]

 

IN WITNESS WHEREOF, the parties hereto have causedthis Agreement to be executed in duplicate original by its officers thereunto duly authorized, as of [DATE].

 

 

 

**EXHIBIT A**

**to the**

**Amended and Restated Administrative ServicesAgreement**

 

1.	Assisting Financial Intermediaries intheir Provision of Shareholder Services

 

The Investment Adviser shall assist financial advisers and otherintermediaries in their provision of services to shareholders of the Fund. Such assistance shall include, but not be limited to,responding to a variety of inquiries such as cost basis information, share class conversion policies, retirement plan distributionrequirements, Fund investment policies and Fund market timing policies. In addition, the Investment Adviser shall provide suchintermediaries with in-depth information on current market developments and economic trends/forecasts and their effects on theFund and detailed Fund analytics, and such other matters as may reasonably be requested by financial advisers or other intermediariesto assist them in their provision of service to shareholders of the Fund.

 

2.	Coordination, Oversight and Monitoringof Service Providers

 

The Investment Adviser shall monitor, coordinate and oversee theactivities performed by the third parties with which its affiliates contract for the provision of sub-transfer agency services.In doing so the Investment Adviser shall establish procedures to monitor the activities of such third parties. These proceduresmay, but need not, include monitoring: (i) telephone queue wait times; (ii) telephone abandon rates; (iii) website and voice responseunit downtimes; (iv) downtime of the third party’s shareholder account recordkeeping system; (v) the accuracy and timelinessof financial and non-financial transactions; (vi) compliance with the Fund prospectus; and (vii) with respect to Class 529 shares,compliance with the CollegeAmerica program description.