AMERICAN FUNDS INSURANCE SERIES

**Amendedand restated**

**INVESTMENTADVISORY AND SERVICE AGREEMENT**

 

 

THISamended and restated investment advisory and service AGREEMENT, dated and effective as of the 1st day of February, 2015,is made and entered into by and between AMERICAN FUNDS INSURANCE SERIES, a Massachusettsbusiness trust (the “Series”), on behalf of its Global Growth Fund, Global Small Capitalization Fund, Growth Fund,International Fund, New World Fund, Blue Chip Income and Growth Fund, Global Growth and Income Fund, Growth-Income Fund, InternationalGrowth and Income Fund, Capital Income Builder, Asset Allocation Fund, Global Balanced Fund, Bond Fund, Corporate Bond Fund, GlobalBond Fund, High-Income Bond Fund, Mortgage Fund, U.S. Government/AAA-Rated Securities Fund and Cash Management Fund, (hereinaftercalled the “Funds”) and CAPITAL RESEARCH AND MANAGEMENT COMPANY, a Delaware corporation (the “Investment Adviser”).

 

 

W I T N E S S E T H

 

 

The Series is an open-enddiversified investment company of the management type, registered under the Investment Company Act of 1940, as amended (the “1940Act”). The Investment Adviser is registered under the Investment Advisers Act of 1940, as amended, and is engaged in thebusiness of providing investment advisory and related services to the Series and to other investment companies.

 

NOW, THEREFORE, in considerationof the premises and the mutual undertaking of the parties, it is covenanted and agreed as follows:

 

1.	The Series hereby employsthe Investment Adviser to provide investment advisory and administrative services to the Funds. The Investment Adviser hereby acceptssuch employment and agrees to render the services to the extent herein set forth, for the compensation herein provided. The InvestmentAdviser shall, for all purposes herein, be deemed an independent contractor and not an agent of the Series.

 

2.	(a)	The InvestmentAdviser will provide general management services to the Funds, including overall supervisory responsibility for the general managementand investment of the Funds’ assets, giving due consideration to the policies of the Series as expressed in the Series’declaration of trust, by-laws, registration statement under the 1940 Act and registration statement under the Securities Act of1933, as amended (the “1933 Act”), as well as to the factors affecting the Funds’ status as a regulated investmentcompany under the Internal Revenue Code of 1986, as amended.

	

(b)	The Investment Advisermay delegate its investment management responsibilities under paragraph 2(a), or a portion thereof, to one or more entities thatare direct or indirect subsidiaries of the Investment Adviser or at least majority owned subsidiaries of The Capital Group Companies,Inc. and registered as investment advisers under the Investment Adviser’s Act of 1940 (each a “Subsidiary”),pursuant to an agreement

between the Investment Adviser and the Subsidiary(the “Subsidiary Agreement”). Any Subsidiary to which the Investment Adviser proposes to delegate its investment managementresponsibilities must be approved by the Series’ Board of Trustees, including a majority of the Trustees who are not partiesto this Agreement nor interested persons of any such party (“Independent Trustees”).

 

	(c)	The InvestmentAdviser will, subject to the review and approval of the Board of Trustees of the Series: (i) set the Funds’ overall investmentstrategies; (ii) evaluate, select and recommend Subsidiaries to manage all or a part of the Funds’ assets; (iii) when appropriate,allocate and reallocate the Funds’ assets among multiple Subsidiaries; (iv) monitor and evaluate the performance of Subsidiaries;and (v) implement procedures reasonably designed to ensure that the Subsidiaries comply with the Funds’ investment objective,policies and restrictions. The Investment Adviser shall be solely responsible for paying the fees of any Subsidiary.

 

	(d)	Any SubsidiaryAgreement may provide that the Subsidiary, subject to the control and supervision of the Series’ Board of Trustees and theInvestment Adviser, shall have full investment discretion for the Funds and shall make all determinations with respect to (i) theinvestment of the Funds’ assets assigned to the Subsidiary; (ii) the purchase and sale of portfolio securities with thoseassets, and (iii) any steps that may be necessary to implement an investment decision. Any delegation of duties pursuant to thisparagraph shall comply with all applicable provisions of Section 15 of the 1940 Act, except to the extent permitted by any exemptiveorder of the Securities and Exchange Commission (“SEC”), or similar relief. The Investment Adviser will periodicallyevaluate the continued advisability of retaining any Subsidiary and will make recommendations to the Series’ Board of Trustees,as needed.

 

	(e)	The InvestmentAdviser shall furnish the services of persons to perform the executive, administrative, clerical, and bookkeeping functions ofthe Funds, including the daily determination of net asset value per share. The Investment Adviser shall pay the compensation andtravel expenses of all such persons, and they shall serve without any additional compensation from the Series. The Investment Advisershall also, at its expense, provide the Series with necessary office space (which may be in the offices of the Investment Adviser);all necessary office equipment and utilities; and general purpose forms, supplies, and postage used at the offices of the Series.

 

	(f)	The InvestmentAdviser shall maintain all books and records with respect to the Funds’ investment management activities that are requiredto be maintained pursuant to the Investment Company Act of 1940 and the rules thereunder, as well as any other applicable legalrequirements. The Investment Adviser acknowledges and agrees that all such records are the property of the Funds, and it shallmaintain and preserve such records in accordance with applicable law and provide such records promptly to the Funds upon request.	

(g)	The Investment Advisershall prepare and submit to the Funds all data on the performance of its duties as investment adviser for required filings withgovernmental agencies or for the preparation of reports to the Board of Trustees or the shareholders of the Funds.

 

	(h)	The InvestmentAdviser shall furnish from time to time such other appropriate information as may be reasonably requested by the Funds.

 

3.	The Series shall payall its expenses not assumed by the Investment Adviser as provided herein. Such expenses shall include, but shall not be limitedto, expenses incurred in connection with the organization of the Series, its qualification to do business in the State of California,and its registration as an investment company under the 1940 Act; custodian, stock transfer and dividend disbursing fees and expenses;service and distribution expenses pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act; expenses incurredfor shareholder servicing, recordkeeping, transactional services, tax and informational returns and fund and shareholder communications;costs of designing and of printing and mailing to its shareholders reports, prospectuses, proxy statements, and notices to itsshareholders; taxes; expenses of the issuance, sale, redemption, or repurchase of shares of the Funds (including registration andqualification expenses); legal and auditing fees and expenses; compensation, fees, and expenses paid to Independent Trustees; associationdues; and costs of any share certificates, stationery and forms prepared exclusively for the Series.

 

4.	(a)	The Series shallpay to the Investment Adviser on or before the tenth (10th) day of each month, as compensation for the services rendered by theInvestment Adviser during the preceding month fees calculated at the annual rates of:

 

Global Growth Fund: 0.69% onthe first $600 million of net assets, plus 0.59% on net assets from $600 million to $1.2 billion, plus 0.53% on net assets from$1.2 billion to $2.0 billion, plus 0.50% on net assets from $2.0 billion to $3.0 billion, plus 0.48% on net assets from$3.0 billion to $5.0 billion; plus 0.46% on net assets in excess of $5.0 billion;

 

*Or if net assets of Global GrowthFund are less than $1 billion:*

*** ***

0.58% on the first $500 million of netassets, plus 0.48% on net assets from $500 million to $1.0 billion

 

Global Small Capitalization Fund:0.80% on the first $600 million of net assets, plus 0.74% on net assets from $600 million to $1.0 billion, plus 0.70% on net assetsfrom $1.0 billion to $2.0 billion, plus 0.67% on net assets from $2.0 billion to $3.0 billion; plus 0.65% on net assets from$3.0 billion to $5.0 billion, plus 0.635% on net assets in excess of $5.0 billion;

 

Growth Fund: 0.50% on the first$600 million of net assets, plus 0.45% on net assets from $600 million to $1.0 billion, plus 0.42% on net assets from $1.0 billionto $2.0 billion, plus 0.37% on net assets from $2.0 billion to $3.0 billion, plus 0.35% on net assets from $3.0 billion to$5.0 billion, plus 0.33% from $5.0 billion to $8.0 billion, plus 0.315% on net assets from $8.0

billion to $13.0 billion, plus 0.30%on net assets from $13.0 billion to $21.0 billion, plus 0.29% on net assets from $21.0 billion to $27.0 billion, plus 0.285% onnet assets from $27.0 billion to $34.0 billion, plus 0.28% on net assets in excess of $34.0 billion;

 

International Fund: 0.69% onthe first $500 million of net assets, plus 0.59% on net assets from $500 million to $1.0 billion, plus 0.53% on net assets from$1.0 billion to $1.5 billion, plus 0.50% on net assets from $1.5 billion to $2.5 billion, plus 0.48% on net assets from$2.5 billion to $4.0 billion, plus 0.47% on net assets from $4.0 billion to $6.5 billion, plus 0.46% on net assets from $6.5 billionto $10.5 billion, plus 0.45% on net assets from $10.5 billion to $17.0 billion, plus 0.44% on net assets from $17.0 billionto $21.0 billion, plus 0.43% on net assets in excess of $21.0 billion;

 

New World Fund: 0.85% on thefirst $500 million of net assets, plus 0.77% on net assets from $500 million to $1.0 billion, plus 0.71% on net assets from $1.0 billionto $1.5 billion; plus 0.66% on net assets from $1.5 billion to $2.5 billion, plus 0.62% on net assets in excess of $2.5 billion;

 

Blue Chip Income and Growth Fund:0.50% on the first $600 million of net assets, plus 0.45% on net assets from $600 million to $1.5 billion, plus 0.40% on net assetsfrom $1.5 billion to $2.5 billion, plus 0.38% on net assets from $2.5 billion to $4.0 billion, plus 0.37% on net assetsfrom $4.0 billion to $6.5 billion, plus 0.36% on net assets in excess of $6.5 billion;

 

Global Growth and Income Fund:0.69% on the first $600 million of net assets, plus 0.59% on net assets from $600 million to $1.2 billion, plus 0.53% on net assetsfrom $1.2 billion to $2.0 billion, plus 0.50% on net assets from $2.0 billion to $3.0 billion, plus 0.48% on net assets in excessof $3.0 billion;

 

Growth-Income Fund: 0.50%on the first $600 million of net assets, plus 0.45% on net assets from $600 million to $1.5 billion, plus 0.40% on net assets from$1.5 billion to $2.5 billion, plus 0.32% on net assets from $2.5 billion to $4.0 billion, plus 0.285% on net assets from$4.0 billion to $6.5 billion, plus 0.256% on net assets from $6.5 billion to $10.5 billion, plus 0.242% on net assets from $10.5billion to $13.0 billion, plus 0.235% on net assets from $13.0 billion to $17.0 billion, plus 0.23% on net assets from $17.0 billionto $21.0 billion, plus 0.225% on net assets from $21.0 billion to $27.0 billion; plus 0.222% on net assets from $27.0 billion to$34.0 billion, plus 0.219% on net assets in excess of $34.0 billion;

 

International Growth and Income Fund:0.69% on the first $500 million of net assets, plus 0.59% on net assets greater than $500 million but not exceeding $1.0 billion,plus 0.53% on net assets in excess of $1.0 billion;

 

Capital Income Builder: 0.50%on all net assets;

 

 

Asset Allocation Fund: 0.50%on the first $600 million of net assets, plus 0.42% on net assets from $600 million to $1.2 billion, plus 0.36% on net assets from$1.2 billion to $2.0 billion, plus 0.32% on net assets from $2.0 billion to $3.0 billion, plus 0.28% on net assets from $3.0billion to $5.0 billion, plus 0.26% on net assets from $5.0 billion to $8.0 billion, plus 0.25% on net assets from $8.0 billionto $13.0 billion, plus 0.244% on net assets in excess of $13.0 billion;

 

Global Balanced Fund: 0.66% onthe first $500 million of net assets, plus 0.57% on net assets from $500 million to $1.0 billion, plus 0.51% on net assets in excessof $1.0 billion; and

 

Bond Fund: 0.48% on the first$600 million of net assets, plus 0.44% on net assets from $600 million to $1.0 billion, plus 0.40% on net assets from $1.0 billionto $2.0 billion, plus 0.38% on net assets from $2.0 billion to $3.0 billion, plus 0.36% on net assets from $3.0 billion to$5.0 billion, plus 0.34% on net assets from $5.0 billion to $8.0 billion, plus 0.33% on net assets in excess of $8.0 billion;

 

Corporate Bond Fund: 0.46% onall net assets;

 

Global Bond Fund: 0.57% on thefirst $1.0 billion of net assets, plus 0.50% on net assets from $1.0 billion to $3.0 billion, plus 0.45% on net assets in excessof $3.0 billion;

 

High-Income Bond Fund: 0.50%on the first $600 million of net assets, plus 0.46% on net assets from $600 million to $1.0 billion, plus 0.44% on net assets from$1.0 billion to $2.0 billion, plus 0.42% on net assets in excess of $2.0 billion;

 

Mortgage Fund: 0.42% on the first$600 million of net assets, plus 0.36% on net assets from $600 million to $1.0 billion, plus 0.32% on net assets from $1.0 billionto $2.0 billion, plus 0.30% on net assets from $2.0 billion to $3.0 billion, plus 0.29% on net assets in excess of $3.0 billion;and

 

U.S. Government/AAA-Rated SecuritiesFund: 0.42% on the first $600 million of net assets, plus 0.36% on net assets from $600 million to $1.0 billion, plus 0.32%on net assets from $1.0 billion to $2.0 billion, plus 0.30% on net assets from $2.0 billion to $3.0 billion, plus 0.29% on netassets in excess of $3.0 billion; and

 

Cash Management Fund: 0.32% onthe first $1.0 billion of net assets, plus 0.29% on net assets from $1.0 billion to $2.0 billion, plus 0.27% on net assets in excessof $2.0 billion.

 

	(b)	Such fees shallbe accrued daily and the daily rate shall be computed based on the actual number of days per year. For the purposes hereof, thenet

assets of the Funds shall be determined in themanner set forth in the declaration of trust and registration statement of the Series. The advisory fee shall be payable for theperiod commencing on February 1, 2015 and ending on the date of termination hereof and shall be prorated for any fraction of amonth at the beginning or the termination of such period.

 

5.	This Agreement may beterminated at any time, without payment of any penalty, by the Trustees of the Series or by vote of a majority (within the meaningof the 1940 Act) of the outstanding voting securities of the Series, on sixty (60) days’ written notice to the InvestmentAdviser, or by the Investment Adviser on like notice to the Series. Unless sooner terminated in accordance with this provision,this Agreement shall continue until January 31, 2016. It may thereafter be renewed from year to year by mutual consent, providedthat such renewal shall be specifically approved at least annually by the Board of Trustees of the Series, or by vote of a majority(within the meaning of the 1940 Act) of the outstanding voting securities of the Series. In either event, any such renewal mustbe approved by a majority of the Independent Trustees at a meeting called for the purpose of voting on such approval.

 

6.	This Agreement shallnot be assignable by either party hereto, and in the event of assignment (within the meaning of the 1940 Act) by the InvestmentAdviser shall automatically be terminated forthwith.

 

7.	Nothing contained inthis Agreement shall be construed to prohibit the Investment Adviser from performing investment advisory, management, or distributionservices for other investment companies and other persons or companies, nor to prohibit affiliates of the Investment Adviser fromengaging in such businesses or in other related or unrelated businesses.

 

8.	The Investment Advisershall not be liable to the Series or its shareholders for any error of judgment, for any mistake of law, for any loss arising outof any investment or for any act, or omission not involving willful misfeasance, bad faith, gross negligence, or reckless disregardof its obligations and duties hereunder.

 

9.	The obligations of theSeries under this Agreement are not binding upon any of the Trustees, officers, employees, agents or shareholders of the Fundsindividually, but bind only the Series’ estate. The Investment Adviser agrees to look solely to the assets of the Funds forthe satisfaction of any liability in respect of the Funds under this Agreement and will not seek recourse against such Trustees,officers, employees, agents or shareholders, or any of them, or any of their personal assets for such satisfaction.

 

10.	The Series acknowledgesand agrees that the names, “American Funds” and “Capital” or any derivatives thereof or logo associatedwith those names are the valuable property of the Investment Adviser and its affiliates, and that the Series shall have the rightto use such names (or derivatives or logos) only so long as this Agreement shall continue in effect. Upon termination of this Agreementthe Series shall forthwith cease to use such names (or derivatives or logos).

IN WITNESS WHEREOF, the partieshereto have caused this instrument to be executed in duplicate original by their duly authorized officers.

 

 

 

 

 

AMERICAN FUNDS INSURANCE SERIES –PORTFOLIO SERIES

**INVESTMENTADVISORY AND SERVICE AGREEMENT**

 

 

THISinvestment advisory and service AGREEMENT, dated and effective as of the 1st day of May, 2015, is made and entered intoby and between AMERICAN FUNDS INSURANCE SERIES, a Massachusetts business trust (the“Series”), on behalf of the funds listed on Schedule A hereto (each a “Fund” and collectively the“Funds”), and CAPITAL RESEARCH AND MANAGEMENT COMPANY, a Delaware corporation (the “Investment Adviser”).

 

 

W I T N E S S E T H

 

 

The Series is an open-enddiversified investment company of the management type, registered under the Investment Company Act of 1940, as amended (the “1940Act”), consisting of a series of funds, including the Funds listed on Schedule A hereto, and may offer additional seriesof funds in the future. The Investment Adviser is registered under the Investment Advisers Act of 1940, as amended, and is engagedin the business of providing investment advisory and related services to the Series and to other investment companies.

 

NOW, THEREFORE, in considerationof the premises and the mutual undertaking of the parties, it is covenanted and agreed as follows:

 

1.	The Series hereby employsthe Investment Adviser to provide investment advisory and administrative services to the Funds. The Investment Adviser hereby acceptssuch employment and agrees to render the services to the extent herein set forth, for the compensation herein provided. The InvestmentAdviser shall, for all purposes herein, be deemed an independent contractor and not an agent of the Series or the Funds.

 

2.	(a)	The InvestmentAdviser will provide general management services to the Funds, including setting the Funds’ overall investment strategiesand managing each Fund’s assets, which shall include making determinations with respect to (i) the investment of the Funds’assets, (ii) the purchase and sale of portfolio securities and (iii) taking any steps that may be necessary to implement investmentdecisions, giving due consideration to the policies of the Series as expressed in the Series’ declaration of trust, by-laws,registration statement under the 1940 Act and registration statement under the Securities Act of 1933, as amended (the “1933Act”), as well as to the factors affecting the Funds’ status as regulated investment companies under the Internal RevenueCode of 1986, as amended.

 

	(b)	The InvestmentAdviser may delegate its investment management responsibilities under paragraph 2(a), or a portion thereof, to one or more sub-advisersthat are registered as investment advisers under the Investment Adviser’s Act of 1940 (each a “Sub-Adviser”),pursuant to a written agreement between the Investment Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”).Any Sub-Adviser to which the Investment Adviser proposes to delegate its investment management responsibilities for a Fund mustbe approved by the Series’ Board of Trustees, including a majority of the Trustees who are not

parties to this Agreement or interested personsof any such party (“Independent Trustees”), and, if required by applicable law, the shareholders of such Fund.

 

	(c)	The InvestmentAdviser will, subject to the review and approval of the Board of Trustees of the Series: (i) evaluate, select and recommend Sub-Advisersto manage all or a part of the Funds’ assets; (ii) when appropriate, allocate and reallocate the Funds’ assets amongmultiple Sub-Advisers; (iii) monitor and evaluate the performance of Sub-Advisers; and (iv) implement procedures reasonably designedto ensure that the Sub-Advisers comply with the Funds’ investment objectives, policies and restrictions. The InvestmentAdviser shall be solely responsible for paying the fees of any Sub-Adviser.

 

	(d)	Any Sub-AdvisoryAgreement may provide that the Sub-Adviser, subject to the control and supervision of the Series’ Board of Trustees and theInvestment Adviser, shall have full investment discretion and shall make all determinations with respect to (i) the investmentof the Funds’ assets allocated to the Sub-Adviser; (ii) the purchase and sale of portfolio securities with those assets,and (iii) any steps that may be necessary to implement an investment decision. Any delegation of duties pursuant to this paragraphshall comply with all applicable provisions of Section 15 of the 1940 Act, except to the extent permitted by any exemptive orderof the Securities and Exchange Commission (“SEC”), or similar relief. The Investment Adviser will periodically evaluatethe continued advisability of retaining any Sub-Adviser and will make recommendations to the Series’ Board of Trustees, asneeded.

 

	(e)	The InvestmentAdviser shall furnish the services of persons to perform the executive, administrative, clerical, and bookkeeping functions ofthe Series and Funds. The Investment Adviser shall pay the compensation and travel expenses of all such persons, and they shallserve without any additional compensation from the Series or the Funds. The Investment Adviser shall also, at its expense, providethe Series and the Funds with necessary office space (which may be in the offices of the Investment Adviser); all necessary officeequipment and utilities; and general purpose forms, supplies, and postage used at the offices of the Series and the Funds.

 

	(f)	The InvestmentAdviser shall furnish or arrange for the furnishing of fund accounting services to the Funds, including the daily determinationof net asset value per share. Each Fund shall be responsible for the fees and expenses associated with the provision of such fundaccounting services for such Fund, which are separate and distinct from the fees paid by each Fund pursuant to Section 4 of thisAgreement. The Investment Adviser may delegate its fund accounting responsibilities to a third-party fund accounting service provider(“Third Party Accounting Provider”) to provide such services for any or all of the Funds. Any Third Party AccountingProvider to which the Investment Adviser proposes to delegate its fund accounting responsibilities for a Fund must be approvedby the Series’ Board of Trustees, including a majority of Independent Trustees. The Investment Adviser will, subject to thereview and approval of the Board of Trustees of the Series: (i) evaluate, select and recommend Third Party Accounting Providersto provide fund accounting services for a Fund; (ii) monitor and evaluate the performance of any Third Party Accounting Provider;and (iii) implement procedures reasonably designed to ensure that the Third Party Accounting Provider is providing all fund accountingservices in compliance with the Series’ and Funds’ policies and procedures and applicable regulations.

 

	(g)	The InvestmentAdviser or the Sub-Adviser, as the case may be, shall maintain all books and records with respect to the Funds’ investmentmanagement activities that are required to be maintained pursuant to the 1940 Act and the rules thereunder, as well as any otherapplicable legal requirements. The Investment Adviser acknowledges and agrees that all such records are the property of the Funds,and it shall maintain and preserve such records in accordance with applicable law and provide such records promptly to the Fundsupon request.

 

	(h)	The InvestmentAdviser shall prepare and submit to the Funds all data on the performance of its duties as investment adviser for required filingswith governmental agencies or for the preparation of reports to the Board of Trustees or the shareholders of the Funds.

 

	(i)	The InvestmentAdviser shall furnish from time to time such other appropriate information as may be reasonably requested by the Series or theFunds.

 

3.	Each of the Series andthe Funds shall pay all its expenses not assumed by the Investment Adviser as provided herein. Such expenses shall include, butshall not be limited to, expenses incurred in connection with the organization of the Series, its qualification to do businessin the State of California, and its registration as an investment company under the 1940 Act; custodian, stock transfer and dividenddisbursing fees and expenses; fund accounting expenses; service and distribution expenses pursuant to a plan adopted in accordancewith Rule 12b-1 under the 1940 Act; expenses incurred for shareholder servicing, recordkeeping, transactional services, taxand informational returns and fund and shareholder communications; costs of designing and of printing and mailing to its shareholdersreports, prospectuses, proxy statements, and notices to its shareholders; taxes; expenses of the issuance, sale, redemption, orrepurchase of shares of the Funds (including registration and qualification expenses); legal and auditing fees and expenses; compensation,fees, and expenses paid to Independent Trustees; association dues; and costs of any share certificates, stationery and forms preparedexclusively for the Series or the Funds.

 

4.	(a)	The Series shallpay to the Investment Adviser on or before the tenth (10th) day of each month, as compensation for the services rendered by theInvestment Adviser during the preceding month, fees calculated on such Fund’s net assets at the annual rates set forth onSchedule A hereto.

 

	(b)	Such fees shallbe accrued daily and the daily rate shall be computed based on the actual number of days per year. For the purposes hereof, thenet assets of the Funds shall be determined in the manner set forth in the declaration of trust and registration statement of theSeries. The advisory fee shall be payable for the period commencing on May 1, 2015 and ending on the date of termination hereofand shall be prorated for any fraction of a month at the beginning or the termination of such period.

 

5.	This Agreement may beterminated at any time, without payment of any penalty, by the Trustees of the Series or by vote of a majority (within the meaningof the 1940 Act) of the outstanding voting securities of the Series, on sixty (60) days’ written notice to the InvestmentAdviser, or by the Investment Adviser on like notice to the Series. Unless sooner terminated in accordance with this provision,this Agreement shall continue until January 31,

2016. It may thereafter be renewed from yearto year by mutual consent, provided that such renewal shall be specifically approved at least annually by the Board of Trusteesof the Series, or by vote of a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Series.In either event, any such renewal must be approved by a majority of the Independent Trustees at a meeting called for the purposeof voting on such approval.

 

6.	This Agreement shallnot be assignable by either party hereto, and in the event of assignment (within the meaning of the 1940 Act) by the InvestmentAdviser shall automatically be terminated forthwith.

 

7.	Nothing contained inthis Agreement shall be construed to prohibit the Investment Adviser from performing investment advisory, management, or distributionservices for other investment companies and other persons or companies, nor to prohibit affiliates of the Investment Adviser fromengaging in such businesses or in other related or unrelated businesses.

 

8.	The Investment Advisershall not be liable to the Series, the Funds or the Funds’ shareholders for any error of judgment, for any mistake of law,for any loss arising out of any investment or for any act, or omission not involving willful misfeasance, bad faith, gross negligence,or reckless disregard of its obligations and duties hereunder.

 

9.	The obligations of theSeries and the Funds under this Agreement are not binding upon any of the Trustees, officers, employees, agents or shareholdersof the Series and the Funds individually, but bind only the Series’ and each Fund’s estate. The Investment Adviseragrees to look solely to the assets of each Fund for the satisfaction of any liability in respect of such Fund under this Agreementand will not seek recourse against such Trustees, officers, employees, agents or shareholders, or any of them, or any of theirpersonal assets for such satisfaction.

 

10.	The Series acknowledgesand agrees that the names, “American Funds” and “Capital” or any derivatives thereof or logo associatedwith those names are the valuable property of the Investment Adviser and its affiliates, and that the Series shall have the rightto use such names (or derivatives or logos) only so long as this Agreement shall continue in effect. Upon termination of this Agreementthe Series shall forthwith cease to use such names (or derivatives or logos).

IN WITNESS WHEREOF, the partieshereto have caused this instrument to be executed in duplicate original by their duly authorized officers.

 

 

 

 

**Schedule A**

**to the**

**Investment Advisory and Service Agreement**

 

 

 

 

**SECOND AMENDMENT TO**

**SUBADVISORY AGREEMENT**

 

THIS SECOND AMENDMENT TO SUBADVISORYAGREEMENT, dated and effective as of the 1st day of May, 2015, is made and entered into by and among Capital Researchand Management Company, a Delaware corporation (the “Investment Adviser”), American Funds Insurance Series, a Massachusettsbusiness trust (the “Trust”), and Milliman Financial Risk Management LLC, a Delaware limited liability company (the“Sub-Adviser”). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to suchterm in the Agreement.

 

WHEREAS, the Investment Adviser,the Trust and the Sub-Adviser entered into that certain Subadvisory Agreement dated September 17, 2012 (as amended, the “Agreement”);

 

WHEREAS, the Investment Adviser,the Trust and the Sub-Adviser wish to amend the Agreement to include three new Funds and make certain other changes;

 

NOW, THEREFORE, in considerationof the promises and the mutual undertakings set forth in herein, the parties covenant and agree as follows:

 

1.     Schedule A is deleted in its entirety and replaced with Schedule A attached hereto.

 

2.     Schedule B is deleted in its entirety and replaced with Schedule B attached hereto.

 

3.     Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.

 

IN WITNESS WHEREOF, theparties hereto have caused this instrument to be executed in duplicate original by their duly authorized officers.

 

 

 

**Schedule A**

 

List of Funds

 

 

- Managed Risk Asset Allocation Fund
- Managed Risk Blue Chip Income and Growth Fund
- Managed Risk Growth Fund
- Managed Risk Growth-Income Fund
- Managed Risk International Fund
- Portfolio Series - American Funds Managed Risk Growth Portfolio
- Portfolio Series - American Funds Managed Risk Global AllocationPortfolio
- Portfolio Series - American Funds Managed Risk Global Growth andIncome Portfolio
 
 
 
 
 
 
**Schedule B**
 
Fee Schedule
 
 
0.10% on net assets of all funds listed on Schedule A(the “Funds”).