**EXHIBIT A**

**to the**

**Insurance Administrative Services Plan**

**(Class4 Shares)**

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**EXHIBIT A**

**to the**

**Insurance Administrative Services Plan**

**(ClassP1 and P2 Shares)**

 

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** **

 

 

 

**AMENDMENT TO**

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**SUB-ADMINISTRATION AGREEMENT**

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Dated as of May 1, 2015

 

 

This Amendment is made andis effective as of May 1, 2015 by and among **Capital RESEARCH AND MANAGEMENT COMPANY**,a California corporation whose principal place of business is at 333 South Hope Street, Los Angeles, CA 90071 (the “Customer"),**AMERICAN FUNDS INSURANCE SERIES**, a Massachusetts business trust (the “Series”) and **THE BANK OF NEW YORK MELLON,**whose principal place of business is at One Wall Street, New York, NY 10286 (“Service Provider”).

 

WHEREAS, the Customer, theSeries and Service Provider are parties to a Sub-Administration Agreement dated as of September 28, 2012 (the “Agreement”);

 

WHEREAS, the parties tothe Agreement desire to amend the Agreement for the purposes of amending and restating the List of Funds at Exhibit A to the Agreement(each fund listed, a “Fund”); and

 

WHEREAS, the Customer desiresto appoint Service Provider to provide the Services (as such term is described in the Agreement) with respect to each Fund andService Provider agrees to provide the Services with respect to each Fund;

 

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

 

1.	The Agreement is hereby amended by deletingin its entirety Exhibit A and replacing it with the amended and restated Exhibit A attached hereto.

 

2.	Miscellaneous:

 

 

 

 

 

IN WITNESS WHEREOF, theparties hereto have caused this Amendment to be executed by their duly authorized officers designated below on the date and yearfirst above written.

 

 

CAPITAL RESEARCH AND MANAGEMENT COMPANY

 

 

By: _____________________________________

 

Name:

Title:

 

 

AMERICAN FUNDS INSURANCE SERIES,

ON BEHALF OF EACH FUND

 

 

By: _____________________________________

 

Name:

Title:

 

 

THE BANK OF NEW YORK MELLON

 

 

By: _____________________________________

 

Name:

Title:

 

 

 

 

 

**EXHIBIT A**

**LIST OF FUNDS**

 

 

Managed Risk Asset Allocation Fund (AmericanFunds Insurance Series)

Managed Risk Growth Fund (American Funds InsuranceSeries)

Managed Risk Growth-Income Fund (American FundsInsurance Series)

Managed Risk International Fund (American FundsInsurance Series)

Managed Risk Blue Chip Income and Growth Fund(American Funds Insurance Series)

American Funds Managed Risk Growth Portfolio(American Funds Insurance Series – Portfolio Series)

American Funds Managed Risk Growth and IncomePortfolio (American Funds Insurance Series – Portfolio Series)

American Funds Managed Risk Global AllocationPortfolio (American Funds Insurance Series – Portfolio Series)

 

 

**Americanfunds INSURANCE series – PORTFOLIO SERIES**

 

**ADMINISTRATIVE SERVICES AGREEMENT**

 

WHEREAS, American Funds InsuranceSeries (the “Series”), a Massachusetts business trust registered under the Investment Company Act of 1940, as amended(the “1940 Act”), as an open-end diversified investment company that consists of the funds set forth on Exhibit B (eacha “Fund” and collectively the “Funds”) and may offer additional series of funds in the future;

 

WHEREAS, each Fund offersone or more of the following share classes of beneficial interest: Class 1, Class 2, Class 4, Class P1 and Class P2, as set forthon Exhibit B (Class 1, Class 2, Class 4, Class P1 and Class P2 shares collectively the “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 contract ownerswho invest in variable insurance contracts and policies that use the funds in the Series as underlying investments and to arrangefor and coordinate, monitor and oversee the activities performed by insurance companies that offer such contracts to investors(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 considerationof the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiencyof which are hereby acknowledged) the parties 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 May 1, 2015 and unless terminated sooner it shall continuein effect until January 31, 2016. It may thereafter be continued from year to year only with the approval of a majority of thoseTrustees of the Series who are not “interested persons” of the Series (as defined in the 1940 Act) and have no director indirect financial interest in the operation of this Agreement or any agreement related to it (the “Independent Trustees”).The effective

and termination dates of this Agreement withrespect to the Funds are set forth on Exhibit B. This Agreement may be terminated as to the Series as a whole or any Fund in theSeries or class of shares of the Funds individually at any time by vote of a majority of the Independent Trustees. The InvestmentAdviser may terminate this agreement upon sixty (60) days’ prior written notice to the Series.

 

3.	Amendment. ThisAgreement may not be amended to increase materially the fees payable under this Agreement unless such amendment is approved bythe vote of a majority of the Independent Trustees.

 

	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 ofSeries of Shares. This Agreement may be adopted, amended, continued or renewed with respect to an additional series of sharesas provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect toany one or more other series of shares of the Series.

 

	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.

 

 

	IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed in duplicate original by its officers thereunto duly authorized, asof May 1, 2015.

 

 

 

 

 

**EXHIBIT A**

**to the**

**Administrative Services Agreement**

 

1. 	Assisting Financial Intermediariesin their Provision of Shareholder Services

 

The Investment Adviser shall assist financial advisers and otherintermediaries in their provision of services to contract owners who invest in variable insurance contracts and polices that usethe Funds in the Series as underlying investments. Such assistance shall include, but not be limited to, responding to a varietyof inquiries such as Series investment policies and Series market timing policies. In addition, the Investment Adviser shall providesuch intermediaries with in-depth information on current market developments and economic trends/forecasts and their effects onthe Series and detailed Series analytics, and such other matters as may reasonably be requested by financial advisers or otherintermediaries to assist them in their provision of service to contract owners.

 

2.	Coordination, Oversight and Monitoringof Insurance Companies

 

The Investment Adviser shall monitor, coordinate and oversee theactivities performed by the insurance companies that use the Funds in the Series as underlying investments in variable insurancecontracts and policies. In doing so the Investment Adviser shall establish procedures to monitor the activities of such insurancecompanies. These procedures may, but need not, include monitoring: (i) telephone queue wait times; (ii) telephone abandon rates;(iii) website and voice response unit downtimes; (iv) downtime of the third party’s shareholder account recordkeeping system;(v) the accuracy and timeliness of financial and non-financial transactions; (vi) compliance with the Series prospectus; and (vii)the frequent trading policies of the insurance companies to determine whether such policies are reasonably designed to enforcethe frequent trading policies of the Series.

 

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**EXHIBIT B**

**to the**

**Administrative Services Agreement**

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1 Fund offers Class 1, 2 and 4 shares only. Does not offerClass P1 or P2 shares.

2 Fund offers Class P1 and P2 shares only. Does not offerClass 1, 2, or 4 shares.

 

 

 

**EXHIBIT A**

**to the**

**Amended and Restated Shareholder ServicesAgreement**

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1 Fund offers Class 3 shares

2 Fund offers Class P1 and P2 shares only. Does not offerClass 1, 2, 3, or 4 shares.

 

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