EX-99.H OTH MAT CONT 10 exhh.htm

AMENDMENT TO

 

SUB-ADMINISTRATION AGREEMENT

 

Dated as of April 1, 2021

 

 

This Amendment is made and is effective as of April 1, 2021 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 240 Greenwich Street, New York, NY 10286 (“Service Provider”).

 

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

 

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

 

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

 

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

 

2.Miscellaneous:

 

(a)As hereby amended and supplemented, the Agreement shall remain in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the Agreement as it relates to the subject matter set forth herein, this Amendment shall control.

 

(b)The parties expressly agree that this Amendment may be executed in one or more counterparts and expressly agree that such execution may occur by manual signature on a physically delivered copy of this Amendment, by a manual signature on a copy of this Amendment transmitted by facsimile transmission, by a manual signature on a copy of this Amendment transmitted as an imaged document attached to an email, or by "Electronic Signature", which is hereby defined to mean inserting an image, representation or symbol of a signature into an electronic copy of this Amendment by electronic, digital or other technological methods. Each counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed counterparts of this Amendment or of executed signature pages to counterparts of this Amendment, in either case by facsimile transmission or as an imaged document attached to an email transmission, shall constitute effective execution and delivery of this Amendment and may be used for all purposes in lieu of a manually executed and physically delivered copy of this Amendment.

 

 
 

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed as of the Effective Date by its duly authorized representative indicated below. An authorized representative, if executing this Amendment by Electronic Signature, affirms authorization to execute this Amendment by Electronic Signature and that the Electronic Signature represents an intent to enter into this Amendment and an agreement with its terms.

 

CAPITAL RESEARCH AND MANAGEMENT COMPANY
 
By: _/s/ Kristine M. Nishiyama
Name: Kristine M. Nishiyama
Title: Authorized Signer
 
 
AMERICAN FUNDS INSURANCE SERIES, ON BEHALF OF EACH FUND
 
By: _/s/ Greg Niland
Name: Greg Niland
Title: Treasurer
 
 
THE BANK OF NEW YORK MELLON
 
By: _/s/ Donald Brophy
Name: Donald Brophy
Title: Vice President
 
 

 

EXHIBIT A

LIST OF FUNDS

 

 

Managed Risk Asset Allocation Fund (American Funds Insurance Series)

 

Managed Risk Growth Fund (American Funds Insurance Series)

 

Managed Risk Growth-Income Fund (American Funds Insurance Series)

 

Managed Risk International Fund (American Funds Insurance Series)

 

Managed Risk Washington Mutual Investors Fund (American Funds Insurance Series)

formerly, 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 Income Portfolio (American Funds Insurance Series –

Portfolio Series)

 

American Funds Managed Risk Global Allocation Portfolio (American Funds Insurance Series –

Portfolio Series)

 

 

 

 

EXHIBIT A

to the

American Funds Insurance Series

Amended and Restated Insurance Administrative Services Plan

Relating to its Class 1A and Class 4 shares

 

 

Fund

Effective

Date

Termination

Date

Global Growth Fund May 1, 2021 April 30, 2022
Global Small Capitalization Fund May 1, 2021 April 30, 2022
Growth Fund May 1, 2021 April 30, 2022
International Fund May 1, 2021 April 30, 2022
New World Fund May 1, 2021 April 30, 2022
Washington Mutual Investors Fund May 1, 2021 April 30, 2022
Capital World Growth and Income Fund May 1, 2021 April 30, 2022
Growth-Income Fund May 1, 2021 April 30, 2022
International Growth and Income Fund May 1, 2021 April 30, 2022
Capital Income Builder May 1, 2021 April 30, 2022
Asset Allocation Fund May 1, 2021 April 30, 2022
Global Balanced Fund May 1, 2021 April 30, 2022
The Bond Fund of America May 1, 2021 April 30, 2022
Corporate Bond Fund May 1, 2021 April 30, 2022
Capital World Bond Fund May 1, 2021 April 30, 2022
American High-Income Trust May 1, 2021 April 30, 2022
American Funds Mortgage Fund May 1, 2021 April 30, 2022
Ultra-Short Bond Fund May 1, 2021 April 30, 2022
U.S. Government Securities Fund May 1, 2021 April 30, 2022
     
Portfolio Series – American Funds Global Growth Portfolio May 1, 2021 April 30, 2022
Portfolio Series – American Funds Growth and Income Portfolio May 1, 2021 April 30, 2022
     
Target Date Series - American Funds IS 2035 Target Date Fund May 1, 2021 April 30, 2022
Target Date Series - American Funds IS 2030 Target Date Fund May 1, 2021 April 30, 2022
Target Date Series - American Funds IS 2025 Target Date Fund May 1, 2021 April 30, 2022
Target Date Series - American Funds IS 2020 Target Date Fund May 1, 2021 April 30, 2022
Target Date Series - American Funds IS 2015 Target Date Fund May 1, 2021 April 30, 2022
Target Date Series - American Funds IS 2010 Target Date Fund May 1, 2021 April 30, 2022

 

 

EXHIBIT A

to the

American Funds Insurance Series

Insurance Administrative Services Plan

Relating to its Class P1 and Class P2 shares

 

Fund Effective Date Termination Date
Managed Risk Growth Fund 5/1/21 4/30/22
Managed Risk International Fund 5/1/21 4/30/22
Managed Risk Washington Mutual Investors Fund 5/1/21 4/30/22
Managed Risk Growth-Income Fund 5/1/21 4/30/22
Managed Risk Asset Allocation Fund 5/1/21 4/30/22
     
Portfolio Series – American Funds Managed Risk Growth Portfolio 5/1/21 4/30/22
Portfolio Series – American Funds Managed Risk Growth and Income Portfolio 5/1/21 4/30/22
Portfolio Series – American Funds Managed Risk Global Allocation Portfolio 5/1/21 4/30/22

 

 

AMERICAN FUNDS INSURANCE SERIES

 

AMENDED AND RESTATED SHAREHOLDER SERVICES AGREEMENT

 

 

1.       The parties to this Amended and Restated Agreement (the “Agreement”), which is effective as of January 1, 2021 are American Funds Insurance Series, a Massachusetts business trust (hereinafter called “the Series”) and American Funds Service Company, a California corporation (hereinafter called “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 (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 1, Class 1A, Class 2, Class 3, Class 4, Class P1 and Class P2 shares of the Funds as set forth on Exhibit A, 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 Program (“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 investment 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):  
   
Fee per account (annual rate) Rate
Full service account $17.50

 

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

 

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 trustees of the Series.

 

7. a. All Fund-specific charges from third parties -- including DST charges, payments described in the next sentence, postage, National Securities Clearing Corporation (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 described in paragraph 7.b. 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.

 

b.       During the term of this Agreement, AFS shall perform or cause to be performed the shareholder services set forth in Exhibit B hereto, as such exhibit may be amended from time to time by mutual consent of the parties.

 

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/trustees 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 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, the Funds and the Funds’ 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 each Fund’s proportionate share of any costs of conversion of the Fund’s 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 trustees, officers, employees, agents or shareholders of the Series or each Fund individually, but bind only the Series and each Fund. AFS agrees to look solely to the assets of each Fund for the satisfaction 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.

 

 

 

[Remainder of page intentionally left blank.]

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized, as of January 1, 2021.

 

 

AMERICAN FUNDS SERVICE COMPANY AMERICAN FUNDS INSURANCE SERIES
   
By /s/ Angela M. Mitchell By /s/ Steven I. Koszalka
Angela M. Mitchell Steven I. Koszalka
Secretary Secretary

 

 
 

 

EXHIBIT A

to the

American Funds Insurance Series

Amended and Restated Shareholder Services Agreement

 

 

Fund

 Effective
Date
Global Growth Fund January 1, 2021
Global Small Capitalization Fund January 1, 2021
Growth Fund1 January 1, 2021
International Fund1 January 1, 2021
New World Fund January 1, 2021
Blue Chip Income and Growth Fund January 1, 2021
Global Growth and Income Fund January 1, 2021
Growth-Income Fund1 January 1, 2021
International Growth and Income Fund January 1, 2021
Capital Income Builder January 1, 2021
Asset Allocation Fund1 January 1, 2021
Global Balanced Fund January 1, 2021
Bond Fund January 1, 2021
Corporate Bond Fund January 1, 2021
Capital World Bond Fund January 1, 2021
High-Income Bond Fund1 January 1, 2021
American Funds Mortgage Fund January 1, 2021
Ultra-Short Bond Fund1 January 1, 2021
U.S. Government/AAA-Rated Securities Fund1 January 1, 2021
   
Managed Risk Growth Fund2 January 1, 2021
Managed Risk International Fund2 January 1, 2021
Managed Risk Blue Chip Income and Growth Fund2 January 1, 2021
Managed Risk Growth-Income Fund2 January 1, 2021
Managed Risk Asset Allocation Fund2 January 1, 2021
   
Portfolio Series – American Funds Global Growth Portfolio January 1, 2021
Portfolio Series – American Funds Growth and Income Portfolio January 1, 2021
   
Portfolio Series – American Funds Managed Risk Growth Portfolio2 January 1, 2021
Portfolio Series – American Funds Managed Risk Growth and Income Portfolio2 January 1, 2021
Portfolio Series – American Funds Managed Risk Global Allocation Portfolio2 January 1, 2021
   
Target Date Series - American Funds IS 2035 Target Date Fund3 January 1, 2021
Target Date Series - American Funds IS 2030 Target Date Fund3 January 1, 2021
Target Date Series - American Funds IS 2025 Target Date Fund3 January 1, 2021
Target Date Series - American Funds IS 2020 Target Date Fund3 January 1, 2021
Target Date Series - American Funds IS 2015 Target Date Fund3 January 1, 2021
Target Date Series - American Funds IS 2010 Target Date Fund3 January 1, 2021

 

1 Fund offers Class 3 shares

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

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

 
 

Exhibit B

to the

Amended and Restated Shareholder Services Agreement

 

AFS shall act, as necessary, as stock transfer agent, dividend disbursing agent and redemption agent for the Series’ shares and shall provide such additional related services as the Series’ shares may from time to time require.

 

1.       Record Maintenance

 

AFS shall maintain with respect to each shareholder holding the Series’ shares 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 shareholder, 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

 

AFS shall:

 

a.       Deliver current Series summary prospectuses, prospectuses and statements of additional information and annual and other periodic reports upon shareholder request, and, as applicable, with confirmation statements.

 

b.       Deliver statements to shareholders on no less frequently than a quarterly basis showing, among other things, the number of shares of each Fund in the Series owned by such shareholder and the net asset value of shares of the Fund as of a recent date.

 

c.       Produce and deliver to shareholders confirmation statements reflecting purchases and redemptions of shares of each Fund in the Series.

 

 
 

d.       Respond to shareholder inquiries regarding, among other things, share prices, account balances, dividend amounts and dividend payment dates.

 

3.       Transactional Services

 

AFS shall communicate to shareholders, as to shares of the Series, purchase, redemption and exchange orders reflecting the orders it receives from shareholders. AFS shall also communicate to shareholders mergers, splits and other reorganizations.

 

4.       Tax Information Returns and Reports

 

AFS shall prepare and file 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.       Fund Communications

 

AFS 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 pursuant to this Agreement. AFS shall also provide the Series with a monthly invoice.

 

6.       Coordination, Oversight and Monitoring of Insurance Companies

 

As set forth in the Administrative Services Agreement between the Series and CRMC, CRMC shall coordinate, monitor and oversee the activities performed by the insurance companies that use the Funds in the Series as underlying investments in variable insurance contracts and polices. AFS shall monitor the insurance companies’ provision of services, including the delivery of contract holder account statements and all Series-related materials, including summary prospectuses and/or prospectuses, shareholder reports, and proxies.

 

 

EXHIBIT A

to the

American Funds Insurance Series

Amended and Restated Shareholder Services Agreement

 

 

Fund

 Effective
Date
Global Growth Fund January 1, 2021
Global Small Capitalization Fund January 1, 2021
Growth Fund1 January 1, 2021
International Fund1 January 1, 2021
New World Fund January 1, 2021
Washington Mutual Investors Fund May 1, 2021
Capital World Growth and Income Fund May 1, 2021
Growth-Income Fund1 January 1, 2021
International Growth and Income Fund January 1, 2021
Capital Income Builder January 1, 2021
Asset Allocation Fund1 January 1, 2021
Global Balanced Fund January 1, 2021
The Bond Fund of America May 1, 2021
Corporate Bond Fund January 1, 2021
Capital World Bond Fund May 1, 2020
American High-Income Trust1 May 1, 2021
American Funds Mortgage Fund May 1, 2020
Ultra-Short Bond Fund1 January 1, 2021
U.S. Government Securities Fund1 May 1, 2021
   
Managed Risk Growth Fund2 January 1, 2021
Managed Risk International Fund2 January 1, 2021
Managed Risk Washington Mutual Investors Fund2 May 1, 2021
Managed Risk Growth-Income Fund2 January 1, 2021
Managed Risk Asset Allocation Fund2 January 1, 2021
   
Portfolio Series – American Funds Global Growth Portfolio January 1, 2021
Portfolio Series – American Funds Growth and Income Portfolio January 1, 2021
   
Portfolio Series – American Funds Managed Risk Growth Portfolio2 January 1, 2021
Portfolio Series – American Funds Managed Risk Growth and Income Portfolio2 January 1, 2021
Portfolio Series – American Funds Managed Risk Global Allocation Portfolio2 January 1, 2021
   
Target Date Series - American Funds IS 2035 Target Date Fund3 January 1, 2021
Target Date Series - American Funds IS 2030 Target Date Fund3 January 1, 2021
Target Date Series - American Funds IS 2025 Target Date Fund3 January 1, 2021
Target Date Series - American Funds IS 2020 Target Date Fund3 January 1, 2021
Target Date Series - American Funds IS 2015 Target Date Fund3 January 1, 2021
Target Date Series - American Funds IS 2010 Target Date Fund3 January 1, 2021

 

1 Fund offers Class 3 shares

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

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

 

 

EXHIBIT A

to the

American Funds Insurance Series

Amended and Restated Administrative Services Agreement

 

 

Fund

 Effective
Date		 Termination
Date
Global Growth Fund May 1, 2021 April 30, 2022
Global Small Capitalization Fund May 1, 2021 April 30, 2022
Growth Fund1 May 1, 2021 April 30, 2022
International Fund1 May 1, 2021 April 30, 2022
New World Fund May 1, 2021 April 30, 2022
Washington Mutual Investors Fund May 1, 2021 April 30, 2022
Capital World Growth and Income Fund May 1, 2021 April 30, 2022
Growth-Income Fund1 May 1, 2021 April 30, 2022
International Growth and Income Fund May 1, 2021 April 30, 2022
Capital Income Builder May 1, 2021 April 30, 2022
Asset Allocation Fund1 May 1, 2021 April 30, 2022
Global Balanced Fund May 1, 2021 April 30, 2022
The Bond Fund of America May 1, 2021 April 30, 2022
Corporate Bond Fund May 1, 2021 April 30, 2022
Capital World Bond Fund May 1, 2021 April 30, 2022
American High-Income Trust1 May 1, 2021 April 30, 2022
American Funds Mortgage Fund May 1, 2021 April 30, 2022
Ultra-Short Bond Fund1 May 1, 2021 April 30, 2022
U.S. Government Securities Fund1 May 1, 2021 April 30, 2022
     
Managed Risk Growth Fund2 May 1, 2021 April 30, 2022
Managed Risk International Fund2 May 1, 2021 April 30, 2022
Managed Risk Washington Mutual Investors Fund2 May 1, 2021 April 30, 2022
Managed Risk Growth-Income Fund2 May 1, 2021 April 30, 2022
Managed Risk Asset Allocation Fund2 May 1, 2021 April 30, 2022

 

1 Fund offers Class 3 shares

2 Funds offer Class P1 and P2 shares only. Do not offer Class 1, 1A, 2, 3, or 4 shares.