AMENDED INVESTMENT ADVISORY AND SERVICE AGREEMENT
THIS AGREEMENT,
dated and effective as of the 4th day of
December, 2007 is made and entered into by and between EUROPACIFIC GROWTH FUND, a
Massachusetts business trust, (hereinafter, the “Fund”), and CAPITAL RESEARCH AND MANAGEMENT
COMPANY, a Delaware corporation, (hereinafter, the “Investment
Adviser”).
W I T N E S S E T
H
A. 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.
B. The
Investment Adviser has provided investment advisory services to the Fund since
its inception, and is currently providing such services under an amended
Investment Advisory and Services Agreement, dated December 6, 2006.
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 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 the first
$500 million of the Fund’s net assets,
plus 0.59% of net
assets from $500 million to $1 billion,
plus 0.53% of net
assets from $1 to $1.5 billion,
plus 0.50% of net
assets from $1.5 to $2.5 billion,
plus 0.48% of net
assets from $2.5 to $4 billion,
plus 0.47% of net
assets from $4 to $6.5 billion,
plus 0.46% of net
assets from $6.5 billion to $10.5 billion,
plus 0.45% of net
assets from $10.5 billion to $17 billion,
plus 0.44% of net
assets from $17 billion to $21 billion,
plus 0.43% of net
assets from $21 billion to $27 billion,
plus 0.425% of net
assets from $27 billion to $34 billion,
plus 0.42% of net
assets from $34 billion to $44 billion,
plus 0.415% of net
assets from $44 billion to $55 billion,
plus 0.410% of net
assets from $55 billion to $71 billion,
plus 0.405% of net
assets from $71 billion to $89 billion,
plus 0.40% of net
assets from $89 billion to 115 billion,
plus 0.397% of net
assets in excess of $115 billion.
Such fee shall be accrued daily and the daily
rate computed based on the actual 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 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. The
expense limitation described in Section 5 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 5 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.
7. 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 December 31,
2008. 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.
8. 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.
9. 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.
10. The
Investment Adviser shall not be liable to the Fund or its shareholders 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.
11. 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.
CAPITAL RESEARCH
AND
EUROPACIFIC GROWTH
FUND
MANAGEMENT COMPANY
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By
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/s/ Xxxx X. Xxxxxxx
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By
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/s/ Xxxxxxx X. Xxxxxx
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Xxxx X.
Xxxxxxx
Vice Chairman
and
Principal
Executive Officer
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Xxxxxxx X.
Xxxxxx
President
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By
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/s/ Xxxxxxx X. Xxxxx
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By
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/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X.
Xxxxx
Secretary
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Xxxxxxx X.
Xxxxxx
Vice
President and Secretary
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