AMENDED INVESTMENT ADVISORY AND SERVICE AGREEMENT
THIS AGREEMENT, dated and effective as of the 1st day of April, 1997 is
made and entered into by and between EUROPACIFIC GROWTH FUND, a Massachusetts
business trust, (hereinafter called the "Fund"), and CAPITAL RESEARCH AND
MANAGEMENT COMPANY, a Delaware corporation, (hereinafter called the "Investment
Adviser"). The parties agree as follows:
W I T N E S S E T H
The Fund is an open-end diversified investment company of the management
type, registered under the Investment Company Act of 1940 (the "1940 Act").
The Investment Adviser is registered under the Investment Advisers Act of 1940
and is engaged in the business of providing investment advisory and related
services to the Fund and to other investment companies.
NOW THEREFORE, in consideration of the premises and the mutual
undertakings of the parties, it is covenanted and agreed as follows:
1. The Investment Adviser shall determine what securities shall be
purchased or sold by the Fund.
2. The Investment Adviser shall furnish the services of persons to
perform the executive, administrative, clerical, and bookkeeping functions of
the Fund, 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
Fund. The Investment Adviser shall also, at its expense, provide the Fund with
suitable office space (which may be in the offices of the Investment Adviser);
all necessary small office equipment and utilities; and general purpose forms,
supplies, and postage used at the offices of the Fund.
3. The Fund shall pay all its expenses not assumed by the Investment
Adviser as provided herein. Such expenses shall include, but shall not be
limited to, custodian, registrar, stock transfer and dividend disbursing fees
and expenses; distribution expenses pursuant to a plan under rule 12b-1 of the
1940 Act; costs of the designing, printing and mailing to its shareholders
reports, prospectuses, proxy statements, and shareholder notices; taxes;
expenses of the issuance, sale, redemption, or repurchase of shares of the Fund
(including registration and qualification expenses); legal and auditing fees
and expenses; compensation, fees, and expenses paid to Trustees; association
dues; and costs of share certificates, stationery and forms prepared
exclusively for the Fund.
4. The Fund shall pay to the Investment Adviser on or before the tenth
(10th) day of each month, as compensation for the services rendered by the
Investment Adviser during the preceding month a fee calculated at the annual
rate of:
0.69% on first $500 million of average net assets;
0.59% on such assets in excess of $500 million to $1 billion;
0.53% on such assets in excess of $1 to $1.5 billion;
0.50% on such assets in excess of $1.5 to $2.5 billion;
0.48% on such assets in excess of $2.5 to $4 billion;
0.47% on such assets in excess of $4 to $6.5 billion;
0.46% on such assets in excess of $6.5 billion to $10.5 billion;
0.45% on such assets in excess of $10.5 billion to $17 billion;
0.445% on such assets in excess of $17 billion.
Such fee shall be computed and accrued daily at one three-hundredth-sixty-fifth
(1/365th) of the applicable rates set forth above.
For the purposes hereof, the net assets of the Fund shall be determined
in the manner set forth in the Declaration of Trust and Prospectus of the Fund.
The advisory fee shall be payable for the period commencing as of the date of
this Agreement and ending on the date of termination hereof and shall be
prorated for any fraction of a month at the termination of such period.
5. The Investment Adviser agrees that in the event the expenses of the
Fund (with the exclusion of interest, taxes, brokerage costs, distribution
expenses pursuant to a plan under rule 12b-1 and extraordinary expenses such as
litigation and acquisitions) for any fiscal year ending on a date on which the
Investment Advisory and Service Agreement is in effect, exceed the expense
limitations, if any, applicable to the Fund pursuant to state securities laws
or any regulations thereunder, it will reduce its fee by the extent of such
excess and, if required pursuant to any such laws or regulations, will
reimburse the Fund in the amount of such excess.
6. This Agreement may be terminated at any time, without payment of any
penalty, by the Board of Trustees of the Fund or by vote of a majority (within
the meaning of the 0000 Xxx) of the outstanding voting securities of the Fund,
on sixty (60) days' written notice to the Investment Adviser, or by the
Investment Adviser on like notice to the Fund. Unless sooner terminated in
accordance with this provision, this Agreement shall continue until March 31,
1998. 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 Fund, or by vote of a majority (within the meaning
of the 0000 Xxx) of the outstanding voting securities of the Fund. In either
event, it must be approved by a majority of those Trustees who are not parties
to such agreement nor interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval. Such mutual consent
to renewal shall not be deemed to have been given unless evidenced by writing
signed by both parties.
7. This Agreement shall not be assignable by either party hereto, and in
the event of assignment (within the meaning of the 0000 Xxx) by the Investment
Adviser shall automatically be terminated forthwith. The term "assignment"
shall have the meaning defined in the 1940 Act.
8. 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 business or in other related or unrelated businesses.
9. The Investment Adviser shall not be liable to the Fund or its
stockholders for any error of judgment, act, or omission not involving willful
misfeasance, bad faith, gross negligence, or reckless disregard of its
obligations and duties hereunder.
10. The obligations of the Fund under this Agreement are not binding upon
any of the Trustees, officers, employees, agents or shareholders of the Fund
individually, but bind only the Fund Estate. The Investment Adviser agrees to
look solely to the assets of the Fund for the satisfaction of any liability of
the Fund in respect of 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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed in duplicate original by their duly authorized officers.
EUROPACIFIC GROWTH FUND
By /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Chairman of the Board
By /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, Secretary
CAPITAL RESEARCH AND MANAGEMENT COMPANY
By /s/ Xxxxx X. Xxxxxxxxxx
Xxxxx X. Xxxxxxxxxx, President
By /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, Secretary
