AMENDED INVESTMENT ADVISORY AND SERVICE AGREEMENT
AMENDED
INVESTMENT ADVISORY AND SERVICE AGREEMENT
THIS AGREEMENT,
dated and effective as of the 1st day of November, 2008, is made and entered
into by and between CAPITAL WORLD BOND FUND, INC., a Maryland corporation,
(hereinafter called the “Fund”), and CAPITAL RESEARCH AND MANAGEMENT COMPANY, a
Delaware corporation, (hereinafter called the “Investment
Adviser”).
W I T N E S S E T
H
The Fund is an
open-end non-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 undertaking of the parties, it is
covenanted and agreed as follows:
1. The
Investment Adviser shall determine what securities and other assets 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 and offering price 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 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 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 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 Fund
(including registration and qualification expenses); legal and auditing fees and
expenses; compensation, fees, and expenses paid to directors; association dues;
and costs of stationery and forms prepared exclusively for the
Fund.
4. The
Investment Adviser agrees to pay the expenses incurred in connection with the
organization of the Fund, its qualification to do business as a foreign
corporation in the State of California, and its registration as an investment
company under the 1940 Act, and all fees and expenses including fees of legal
counsel to the Fund, which would otherwise be required to be paid by the Fund
pursuant to Section 3 and which are incurred by the Fund prior to the effective
date of its Registration Statement, except for the costs of any share
certificates and transfer agent fees and costs.
5. 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 at the annual rate of:
0.57% on the first
$1 billion of the Fund's average daily net assets, plus
0.50% on such net
assets in excess of $1 billion to $3 billion, plus
0.45% of such net
assets in excess of $3 billion to $6 billion, plus
0.41% of such net
assets in excess of $6 billion to $10 billion, plus
0.38% of such net
assets in excess of $10 billion.
Such fee shall be
computed and accrued daily based on the number of days per year.
For the purposes
hereof, the net assets of the Fund shall be determined in the manner set forth
in the Articles of Incorporation and Prospectus of the Fund. The
advisory fee shall be payable for the period commencing on the date on which
operations of the Fund begin and ending on the date of termination hereof and
shall be prorated for any fraction of a month at the termination of such
period.
6. 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 this 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.
7. The
expense limitation described in Section 6 shall apply only to Class A shares
issued by the Fund and shall not apply to any other class(es) of shares the Fund
may issue in the future. Any new class(es) of shares issued by the
Fund will not be subject to an expense limitation. However,
notwithstanding the foregoing, to the extent the Investment Adviser is required
to reduce its management fee pursuant to provisions contained in Section 6 due
to the expenses of the Class A shares exceeding the stated limit, the Investment
Adviser will either (i) reduce its management fee similarly for other classes of
shares, or (ii) reimburse the Fund for other expenses to the extent necessary to
result in an expense reduction only for Class A shares of the Fund.
8. This
agreement may be terminated at any time, without payment of any penalty, by the
Board of Directors of the Fund or by vote of a majority (within the meaning of
the Investment Company Act of l940) 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 October 31, 2009.
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
Directors 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 directors 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.
9. 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.
10. 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.
11. 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.
IN WITNESS WHEREOF,
the parties hereto have caused this instrument to be executed in duplicate
original by their duly authorized officers.
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CAPITAL WORLD
BOND FUND, INC.
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CAPITAL
RESEARCH AND MANAGEMENT COMPANY
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By_/s/ Xxxx X.
Dalzell_________________________________
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By _/s/ Xxxxxxx X.
Armour____________
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Xxxx
X. Xxxxxxx, President
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Xxxxxxx
X. Xxxxxx, President
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By _/s/ Xxxxxxxx X.
Verdick___________________________
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By_/s/ Xxxxxxx X.
Downer____________
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Xxxxxxxx
X. Xxxxxxx, Secretary
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Xxxxxxx
X. Xxxxxx,
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Senior Vice
President and Secretary
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