**AMERICANFUNDS TARGET DATE RETIREMENT SERIES**

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**AMENDED AND RESTATED SHAREHOLDER SERVICESAGREEMENT**

 

 

1.	The parties to thisAmended and Restated Shareholder Services Agreement (the “Agreement”), which is effective as of January 1, 2014, areAmerican Funds Target Date Retirement Series, a Delaware statutory trust (the “Series”), and American Funds ServiceCompany, a California corporation (“AFS”). The Series consists of the portfolios set forth on Exhibit A (“Funds”).AFS is a wholly owned subsidiary of Capital Research and Management Company (“CRMC”). This Agreement will continuein effect until amended or terminated in accordance with its terms. The effective dates of this Agreement with respect to the Fundsare set forth on Exhibit A.

 

2.	The Series herebyemploys AFS, and AFS hereby accepts such employment by the Series, as its transfer agent. In such capacity AFS will provide theservices of stock transfer agent, dividend disbursing agent, redemption agent, and such additional related services as the Seriesmay from time to time require, in respect of Class A; Class B; Class C; Class F-1 and Class F-2 (“Class F Shares”);Class R-1, Class R-2, Class R-3, Class R-4, Class R-5 and Class R-6 shares (“Class R shares”) (Class A shares,Class B shares, Class C shares, Class F shares and Class R shares collectively the “shares”) of the Series, all ofwhich services are sometimes referred to herein as “shareholder services.” In addition, AFS assumes responsibilityfor the Series’ implementation and compliance with the procedures set forth in the Anti-Money Laundering Program (“AMLProgram”) of the Series and does hereby agree to provide all records relating to the AML Program to any federal examinerof the Series upon request.

 

3.	AFS has entered intosubstantially identical agreements with other investment companies for which CRMC serves as investment adviser. (For the purposesof this Agreement, such investment companies, including the Series, are called “participating investment companies.”)

 

4.	AFS has entered intoan agreement with DST Systems, Inc. (hereinafter called “DST”), to provide AFS with electronic data processing servicessufficient for the performance of the shareholder services referred to in paragraph 2.

 

5.	The Series, togetherwith the other participating investment companies, will maintain a Review and Advisory Committee, which Committee will review andmay make recommendations to the boards of the participating investment companies regarding all fees and charges provided for inthis Agreement, as well as review the level and quality of the shareholder services rendered to the participating investment companiesand their shareholders. Each participating investment company may select one director or trustee who is not affiliated with CRMC,or any of its affiliated companies to serve on the Review and Advisory Committee.

 

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

 

Annual account maintenancefee (paid monthly):

 

 

 

No annual fee will be chargedfor 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.

 

The fees described aboveshall be invoiced and paid within 30 days after the end of the month in which the services were performed.

 

Any revision of the scheduleof charges set forth herein shall require the affirmative vote of a majority of the members of the board of trustees of the Series.

 

7.	a. All Fund-specificcharges from third parties -- including DST charges, payments described in the next sentence, postage, NSCC transaction chargesand 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 thirdparties for account maintenance and/or transaction processing services described in paragraph 7.b. provided such payments do notexceed the anticipated savings to each Fund, either in fees payable to AFS hereunder or in other direct Fund expenses, that AFSreasonably anticipates would be realized by each Fund from using the services of such third party rather than maintaining the accountsdirectly on AFS’ books and/or processing non-automated transactions. The limitation set forth above shall not apply to ClassC shares, Class F shares, or Class R shares.

 

b. During theterm of this Agreement, AFS shall perform or cause to be performed the transfer agent services set forth in Exhibit B hereto, assuch schedule may be amended from time to time by mutual consent of the parties. The Series and AFS acknowledge that AFS will contractwith third parties, to perform such transfer agent services. In selecting third parties to perform transfer agent services, AFSshall select only those third parties that AFS reasonably believes have adequate facilities and personnel to diligently performsuch services. As set forth in the Administrative Services Agreement between the Series and CRMC, CRMC or its affiliates shallmonitor, coordinate and oversee the activities performed by the third parties with which AFS contracts.

 

8.	It is understood thatAFS may have income in excess of its expenses and may accumulate capital and surplus. AFS is not, however, permitted to distributeany net income or accumulated surplus to its parent, CRMC, in the form of a dividend without the affirmative vote of a majorityof the members of the boards of directors/trustees of the Series and all participating investment companies.

 

9.	This Agreement maybe amended at any time by mutual agreement of the parties, with agreement of the Series to be evidenced by affirmative vote ofa majority of the members of the board of trustees of the Series.

 

10.	This Agreement maybe terminated on 180 days’ written notice by either party. In the event of a termination of this Agreement, AFS and the Serieswill each extend full cooperation in effecting a conversion to whatever successor shareholder service provider(s) the Series mayselect, it being understood that all records relating to the Series, the Funds and the Funds’ shareholders are property ofthe Series.

 

11.	In the event of atermination of this Agreement by the Series, the Series will pay to AFS as a termination fee each Fund’s proportionate shareof any costs of conversion of the Fund’s shareholder service from AFS to a successor. In the event of termination of thisAgreement and all corresponding agreements with all the participating investment companies, all assets of AFS will be sold or otherwiseconverted to cash, with a view to the liquidation of AFS when it ceases to provide shareholder services for the participating investmentcompanies. To the extent any such assets are sold by AFS to CRMC and/or any of its affiliates, such sales shall be at fair marketvalue at the time of sale as agreed upon by AFS, the purchasing company or companies, and the Review and Advisory Committee. Afterall assets of AFS have been converted to cash and all liabilities of AFS have been paid or discharged, an amount equal to any capitalor paid-in surplus of AFS that shall have been contributed by CRMC or its affiliates shall be set aside in cash for distributionto CRMC upon liquidation of AFS. Any other capital or surplus and any assets of AFS remaining after the foregoing provisions forliabilities and return of capital or paid-in surplus to CRMC shall be distributed to the participating investment companies insuch proportions as may be determined by the Review and Advisory Committee.

 

12.	In the event of disagreementbetween the Series and AFS, or between the Series and other participating investment companies as to any matter arising under thisAgreement, which the parties to the disagreement are unable to resolve, the question shall be referred to the Review and AdvisoryCommittee 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 anda third arbitrator to be selected by the two arbitrators named by the original parties. The decision of a majority of the arbitratorsshall be final and binding on all parties to the arbitration. The expenses of such arbitration shall be paid by the party electingto submit the question to arbitration.

 

13.	The obligations ofthe Series under this Agreement are not binding upon any of the trustees, officers, employees, agents or shareholders of the Seriesor each Fund individually, but bind only the Series and each Fund. AFS agrees to look solely to the assets of each Fund for thesatisfaction of any liability of the Funds in respect to this Agreement and will not seek recourse against such trustees, officers,employees, agents or shareholders, or any of them or their personal assets for such satisfaction.

 

 

 

 

 

 

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AMERICAN FUNDS SERVICE COMPANY		

 

 

 

By	/s/ J. Steven Duncan		

	J. Steven Duncan	

	President	

 

 

 

 

By	/s/ Angela M. Mitchell		

	Angela M. Mitchell	

	Secretary	

 

 

AMERICAN FUNDS TARGET DATE

RETIREMENT SERIES	

 

 

By	/s/ John H. Smet	

John H. Smet

Vice Chairman

 

 

 

 

By	/s/ Steven I. Koszalka	

Steven I. Koszalka

Secretary

 

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**EXHIBIT A**

**to the**

**Amended and Restated Shareholder ServicesAgreement**

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**ExhibitB**

**to the**

**Amended and Restated Shareholder ServicesAgreement**

 

AFS or any third party withwhom it may contract (AFS and any such third-party are collectively referred to as “Service Provider”) shall act, asnecessary, as stock transfer agent, dividend disbursing agent and redemption agent for each Fund’s shares and shall providesuch additional related services as each Fund’s shares may from time to time require.

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1.	Record Maintenance

 

The Service Provider shallmaintain, and require any third parties with which it contracts to maintain with respect to each Fund shareholder holding the Fund’sshares in a Service Provider account (“Customers”) the following records:

 

a.	Number of shares;

 

b.	Date, price and amountof purchases and redemptions (including dividend reinvestments) and dates and amounts of dividends paid for at least the currentyear to date;

 

c.	Name and address ofthe Customer, including zip codes and social security numbers or taxpayer identification numbers;

 

d.	Records of distributionsand dividend payments; and

 

e.	Any transfers of shares.

 

2.	Shareholder Communications

 

Service Provider shall:

 

a.	Provide to a shareholdermailing agent for the purpose of delivering certain Series-related materials, the names and addresses of all Customers. The Series-relatedmaterials shall consist of updated summary prospectuses and/or prospectuses and any supplements and amendments thereto, annualand 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 Seriessummary prospectuses, prospectuses and statements of additional information and annual and other periodic reports upon Customerrequest, and, as applicable, with confirmation statements.

 

c.	Deliver statements toCustomers on no less frequently than a quarterly basis showing, among other things, the number of shares of each Fund owned bysuch Customer and the net asset value of shares of each Fund as of a recent date.

 

d.	Produce and deliverto Customers confirmation statements reflecting purchases and redemptions of shares of the Funds.

 

 

e.	Respond to Customerinquiries regarding, among other things, share prices, account balances, dividend amounts and dividend payment dates.

 

f.	With respect to ClassA, Class B, Class C and/or Class F shares of each Fund purchased by Customers, provide average cost basis reporting to Customersto assist them in preparation of their income tax returns.

 

g.	If the Service Provideraccepts transactions in the Funds shares from any brokers or banks in an omnibus relationship, require each such broker or bankto provide such shareholder communications as set forth in 2(a) through 2(e) to its own Customers.

 

3.	Transactional Services

 

The Service Provider shallcommunicate to its Customers, as to shares of the Funds, purchase, redemption and exchange orders reflecting the orders it receivesfrom its Customers or from any brokers and banks for their Customers. The Service Provider shall also communicate to beneficialowners holding through it, and to any brokers or banks for beneficial owners holding through them, as to 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 InformationReturns and Reports

 

The Service Provider shallprepare and file, and require to be prepared and filed by any brokers or banks as to their Customers, with the appropriate governmentalagencies, such information, returns and reports as are required to be so filed for reporting: (i) dividends and other distributionsmade; (ii) amounts withheld on dividends and other distributions and payments under applicable federal and state laws, rules andregulations; 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 shares on which the transfer agency fee is to be paid pursuantto this Agreement. The Service Provider shall also provide the Series with a monthly invoice.

 

6.	Coordination, Oversightand Monitoring of Service Providers

 

As set forth in the AdministrativeServices Agreement between the Series and CRMC, CRMC shall coordinate, monitor and oversee the activities performed by the ServiceProviders with which AFS contracts. AFS shall monitor Service Providers’ provision of services, including the delivery ofCustomer account statements and all Series-related materials, including summary prospectuses and/or prospectuses, shareholder reports,and proxies.

 

 

 

 

**Americanfunds target date retirement series**

 

**AMENDED AND RESTATED ADMINISTRATIVE SERVICESAGREEMENT**

 

WHEREAS, American Funds TargetDate Retirement Series (the “Series”), is a Delaware statutory trust registered under the Investment Company Act of1940, as amended (the “1940 Act”), as an open-end diversified investment company that consists of the funds set forthon Exhibit B (each a “Fund” and collectively the “Funds”) and may offer additionalseries of funds in the future;

 

WHEREAS, each Fund offersClass A shares; Class C shares; Class F-1 shares, Class F-2 shares (together “Class F shares”); Class R-1 shares, ClassR-2 shares, Class R-3 shares, Class R-4 shares, Class R-5 shares and Class R-6 shares (collectively, “Class R shares”);

 

WHEREAS, Capital Researchand Management Company (the “Investment Adviser”), is a Delaware corporation registered under the Investment AdvisersAct of 1940, as amended, and is engaged in the business of providing investment advisory and related services to the Series andto other investment companies;

 

WHEREAS, the Series wishesto have the Investment Adviser assist financial advisers and other intermediaries with their provision of service to shareholdersof the Funds and to arrange for and coordinate, monitor and oversee the activities performed by the third parties with which affiliatesof the Investment Adviser contract for the provision of sub-transfer agency services (the “administrative services”);

 

WHEREAS, the Investment Adviseris willing to perform or to cause to be performed such administrative services for the Series’ shares on the terms and conditionsset forth herein; and

 

WHEREAS, the Series and theInvestment Adviser wish to enter into an Amended and Restated Administrative Services Agreement (“Agreement”) wherebythe Investment Adviser would perform or cause to be performed such administrative services for each Fund’s shares;

 

NOW,THEREFORE, In consideration of the mutual covenants and agreements herein contained and other good and valuable consideration(the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

 

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

 

2.	Effective Date andTermination of Agreement. This Agreement shall become effective on January 1, 2014 and unless terminated sooner it shall continuein effect until December 31, 2014. It may thereafter be continued from year to year only with the approval of a majority ofthose Trustees of the Series who are not “interested persons” of the Series (as defined in the 1940 Act) and have nodirect or indirect financial interest in the operation of this Agreement or any agreement related to it (the “IndependentTrustees”). The effective and termination dates of this Agreement with respect to the Funds are set forth

on Exhibit B. This Agreement may be terminatedas to the Series as a whole or any Fund in the Series or class of shares of the Funds individually at any time by vote of a majorityof the Independent Trustees. The Investment Adviser may terminate this agreement upon sixty (60) days’ prior written noticeto the Series.

 

3.	Amendment. Nomaterial amendment to this Agreement shall be made unless such amendment is approved by the vote of a majority of the IndependentTrustees.

 

	4.	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 InvestmentAdviser is specifically authorized to contract with its affiliates for the provision of administrative services on behalf of theSeries.

 

	5.	Issuance ofAdditional Series of Funds. This Agreement shall apply to any funds added to the Series that offer Class A, Class C, ClassF or Class R shares unless the Series’ Independent Trustees otherwise provide.

 

	6.	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 agreethat proper venue of any action with respect hereto shall be Los Angeles County, California.

 

 

 

 

 

 

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