AMENDED INVESTMENT ADVISORY AND SERVICE AGREEMENT
THIS AGREEMENT, dated and effective as of the 17th day of November, 1999 is
made and entered into by and between AMCAP 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
A. The Fund is an open-end diversified investment company of the management
type, registered under the Investment Company Act of l940. The Investment
Adviser is registered under the Investment Advisers Act of l940 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 a
written agreement dated July 1, 1993, as renewed.
NOW, THEREFORE, in consideration of the promises and the mutual undertaking 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 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 suitable office space (which may be in the offices of the Investment
Adviser); all necessary small office equipment and utilities; and general
purpose accounting forms, supplies, and postage used at the offices of the
Fund.
3. The Fund shall pay all 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;
costs of the designing, printing and mailing of reports, prospectuses, proxy
statements, and notices to its shareholders; taxes; expenses of the issuance,
sale, or repurchase of shares of the Fund (including stock certificates,
registration and qualification fees and 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. For the services to be rendered and for the facilities to be furnished as
provided in sections 1 and 2 above, the Fund shall pay and the Investment
Adviser shall be entitled to receive an aggregate fee as follows:
Net Assets of
Annual Fee as Percent of Net Assets of the Fund the Fund
Not exceeding $1 billion .485%
In excess of $1 billion but not exceeding $2 billion .385%
In excess of $2 billion but not exceeding $3 billion .355%
In excess of $3 billion but not exceeding $5 billion .335%
In excess of $5 billion but not exceeding $8 billion .32%
In excess of $8 billion .31%
Such fee shall be computed and accrued daily at one three-hundred sixty-fifth
(1/365th) of the applicable rates set forth above. The net assets of the Fund
shall be determined in the manner set forth in the Articles of Incorporation
and prospectus of the Fund. In the event of termination other than at the end
of a calendar month, the monthly fee shall be prorated for the portion of the
month prior to termination and paid on or before the tenth (10th) day
subsequent to termination.
5. In addition to paying the costs and expenses provided for above, the
Investment Adviser agrees to pay to the Fund annually, immediately after the
fiscal year end and in any event prior to publication of its annual report, the
amount by which the total expenses of the Fund for any particular fiscal year,
except taxes and interest, exceed an amount equal to one percent (1%) of the
average of the total net asset value of the Fund for the year. The average of
the total net asset value for the year in question shall be the average of the
twelve (12) month-end total net asset value computations made for that year
pursuant to the provisions of paragraph 4 hereof.
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 Directors of the Fund or by vote of a majority (within
the meaning of the Investment Company Act of 1940) 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. In the event
of termination other than at the end of a calendar month, the fee shall be
prorated for the portion of the month prior to termination and paid on or
before the tenth day subsequent to termination. Unless sooner terminated in
accordance with this provision, this agreement shall continue until March 31,
2000. 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 Investment Company Act of 1940) 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 a 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 Investment Company Act of 1940)
by the Investment Adviser this agreement shall automatically be terminated
forth with. The term "assignment" shall have the meaning as defined in the
Investment Company Act of 1940.
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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed in duplicate original by their officers thereunto duly authorized.
AMCAP FUND CAPITAL RESEARCH AND
MANAGEMENT COMPANY
By By
R. Xxxxxxx Xxxxxxxx, Xxxx X. Xxxxx, Xx.,
Chairman Executive Vice President
By By
Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx,
Secretary Secretary
