FORM OF
AMENDMENT OF SHAREHOLDER SERVICES AGREEMENT
This Amendment to the Shareholder Services Agreement (the
"Agreement") by and between American Funds Service Company (hereinafter "AFS")
and The Growth Fund of America, Inc. (hereinafter called the "Fund") is dated as
of the first day of August, 2002.
WHEREAS, AFS and the Fund entered into the Agreement with
regard to certain shareholder services to be performed by AFS; and
WHEREAS, under the requirements of Section 352 of Title III of
the PATRIOT Act and rules thereunder, the Fund has approved an anti-money
laundering policy and procedures ("AML Program") reasonably designed to detect,
prevent and, as applicable, report money laundering and fraud, as well as to
identify potential terrorists; and
WHEREAS, AFS and the Fund desire to amend said Agreement in
the manner hereinafter set forth;
NOW THEREFORE, pursuant to Section 9 of the Agreement, AFS and
the Fund hereby amend the Agreement as follows:
1. Section 2 is amended to read as follows:
The Fund hereby employs AFS, and AFS hereby accepts such employment by
the Fund, 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 Fund may from time to time require, all of
which services are sometimes referred to herein as "shareholder services." In
addition, AFS assumes responsibility for the Fund's implementation and
compliance with the procedures set forth in the Anti-Money Laundering ("AML")
Program of the Fund and does hereby agree to provide all records relating to the
AML Program to any federal examiner of the Fund upon request.
2. Section 6 is amended to read as follows:
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):
$0.50 per month for each open account on AFS= books or in
Level 0, 2 or 4 Networking ($6.00 per year).
$0.06 per month for each open account maintained in Street
Name or Level 1 or 3 Networking ($0.72 per year).
No annual fee will be charged for a participant account
underlying a 401(k) or other defined contribution
plan where the plan maintains a single account on
AFS= books and responds to all participant inquiries.
Transaction fees:
$2.00 per non-automated transaction
$0.20 per automated transaction
For this purpose, Atransactions@ shall include all types of
transactions included in an Aactivity index@ as reported to the Review and
Advisory Committee at least annually. AFS will xxxx the Fund monthly, on or
shortly after the first of each calendar month, and the Fund will pay AFS within
five business days of such billing.
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
directors/trustees of the Fund.
IN WITNESS THEREOF, AFS and the Fund have caused this Amendment to be
executed by their duly authorized officers effective as of the date first
written above.
THE GROWTH FUND OF AMERICA, INC. AMERICAN FUNDS
SERVICE COMPANY
BY: BY:
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Name: Xxxxxxx X. Xxxx Name: Xxxxxx X. Xxxxxxxx
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Title: Secretary Title: Secretary
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Date: December 12, 2002 Date: December 12, 2002
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