EX-99.D ADVSR CONTR 3 exhd.htm

AMERICAN FUNDS INSURANCE SERIES – TARGET DATE SERIES

 

INVESTMENT ADVISORY AND SERVICE AGREEMENT

 

THIS investment advisory and service AGREEMENT, dated and effective as of the 18th day of September, 2019, is made and entered into by and between AMERICAN FUNDS INSURANCE SERIES, a Massachusetts business trust (the “Series”), on behalf of the funds listed on Exhibit 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-end diversified investment company of the management type, registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Investment Adviser is 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 Series and to other investment companies.

 

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

 

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

 

2. (a) The Investment Adviser shall provide general management services to the Funds, including overall supervisory responsibility for the general management and investment of each Fund’s 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 of 1933, as amended (the “1933 Act”), as well as to the factors affecting the Funds’ status as regulated investment companies under the Internal Revenue Code of 1986, as amended.

 

(b) The Investment Adviser may delegate its investment management responsibilities under paragraph 2(a), or a portion thereof, to one or more entities that are 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 Advisers Act of 1940 (each a

 
 

“Subsidiary”), pursuant to an agreement between the Investment Adviser and the Subsidiary (the “Subsidiary Agreement”). The Subsidiary Agreement with any Subsidiary to which the Investment Adviser proposes to delegate its investment management responsibilities must be approved by the Series’ Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any such party within the meaning of the 1940 Act (“Independent Trustees”). Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the 1940 Act, except to the extent permitted by any exemptive order of the U.S. Securities and Exchange Commission (“SEC”) or similar relief.

 

(c) The Investment Adviser will, subject to the review and approval of the Board of Trustees of the Series: (i) set the Funds’ overall investment strategies; (ii) except to the extent delegated to one or more Subsidiaries, have full investment discretion for the Funds and make all determinations with respect to the investment of the Funds’ assets, the purchase and sale of portfolio securities with those assets, and any steps that may be necessary to implement any investment decisions; (iii) evaluate, select and recommend Subsidiaries to manage all or a part of the Funds’ assets; (iv) when appropriate, allocate and reallocate the Funds’ assets among multiple Subsidiaries; (v) monitor and evaluate the performance of Subsidiaries; and (vi) implement procedures reasonably designed to ensure that the Subsidiaries comply with the Funds’ investment objectives, policies and restrictions. The Investment Adviser shall be solely responsible for paying the fees of any Subsidiary.

 

(d) Any Subsidiary Agreement may provide that the Subsidiary, subject to the control and supervision of the Series’ Board of Trustees and the Investment Adviser, shall have full investment discretion for the Funds and shall make all determinations with respect to (i) the investment of the Funds’ assets assigned to the Subsidiary; (ii) the purchase and sale of portfolio securities with those assets, and (iii) any steps that may be necessary to implement an investment decision. The Investment Adviser shall periodically evaluate the continued advisability of retaining any Subsidiary and shall make recommendations to the Series’ Board of Trustees, as needed.

 

(e) The Investment Adviser shall furnish the services of persons to perform the executive, administrative, clerical, and bookkeeping functions of the Series and Funds, including the daily determination of net asset value per share. The Investment Adviser shall pay the compensation and travel expenses of all such persons, and they shall serve without any additional compensation from the Series or the Funds. The Investment Adviser shall also, at its expense, provide the Series and the Funds 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 and the Funds.

 

 
 

(f) The Investment Adviser shall maintain (and cause each Subsidiary to maintain) all books and records with respect to the Fund’s investment management activities that are required to be maintained pursuant to the 1940 Act and the rules thereunder, as well as any other applicable legal requirements. The Investment Adviser acknowledges and agrees that all such records are the property of the Fund, and it shall maintain and preserve such records in accordance with applicable law and provide such records promptly to the Fund upon request.

 

(g) The Investment Adviser shall prepare and submit to the Funds all data on the performance of its duties as investment adviser for required filings with governmental agencies or for the preparation of reports to the Board of Trustees or the shareholders of the Funds and shall cause each Subsidiary to do so.

 

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

 

3.       The Series and each of the Funds shall pay all its expenses not assumed by the Investment Adviser as provided herein. Such expenses shall include, but shall not be limited to, 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 incurred for 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 its shareholders; taxes; expenses of the issuance, sale, redemption, or repurchase 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 prepared exclusively for the Series or the Funds.

 

4.       The Investment Adviser acknowledges that it receives compensation in its role as investment adviser to the underlying funds in which the Funds are invested and accordingly, the Investment Adviser agrees that its provision of the services under this Agreement shall not be subject to any additional compensation.

 

5.       This Agreement may be terminated at any time, without payment of any penalty, 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, on sixty (60) days’ written notice to the Investment Adviser, or by the Investment Adviser on like notice to the Series. Unless sooner terminated in accordance with this provision, this Agreement shall continue until April 30, 2021. It may thereafter be renewed from

 
 

year to year by mutual consent, provided that 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 must be approved by a majority of the Independent Trustees at a meeting called for the purpose of voting on such approval.

 

6.       This Agreement shall not be assignable by either party hereto, and in the event of assignment (within the meaning of the 1940 Act) by the Investment Adviser shall automatically be terminated forthwith.

 

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

 

8.       The Investment Adviser shall 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 the Series and the Funds under this Agreement are not binding upon any of the Trustees, officers, employees, agents or shareholders of the Series and the Funds individually, but bind only the Series’ and each Fund’s estate. The Investment Adviser agrees to look solely to the assets of each Fund for the satisfaction of any liability in respect of such Fund 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 acknowledges and agrees that the names, “American Funds” and “Capital” or any derivatives thereof or logo associated with those names are the valuable property of the Investment Adviser and its affiliates, and that the Series shall have the right to use such names (or derivatives or logos) only so long as this Agreement shall continue in effect. Upon termination of this Agreement the Series shall forthwith cease to use such names (or derivatives or logos).

 

 

 

 

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in by their officers thereunto duly authorized, as of September 18, 2019.

 

 

CAPITAL RESEARCH AND MANAGEMENT COMPANY AMERICAN FUNDS INSURANCE SERIES
   
By /s/ Robert W. Lovelace By /s/ Steven I. Koszalka
Robert W. Lovelace Steven I. Koszalka
President and Chief Executive Officer Secretary

 

 
 

Exhibit A

to the

American Funds Insurance Series – Target Date Series

Investment Advisory and Service Agreement

 

 

 

Fund

Effective
Date
Termination
Date
Target Date Series - American Funds IS 2035 Target Date Fund September 18, 2019 April 30, 2021
Target Date Series - American Funds IS 2030 Target Date Fund September 18, 2019 April 30, 2021
Target Date Series - American Funds IS 2025 Target Date Fund September 18, 2019 April 30, 2021
Target Date Series - American Funds IS 2020 Target Date Fund September 18, 2019 April 30, 2021
Target Date Series - American Funds IS 2015 Target Date Fund September 18, 2019 April 30, 2021
Target Date Series - American Funds IS 2010 Target Date Fund September 18, 2019 April 30, 2021