AMENDED INVESTMENT ADVISORY AND SERVICE AGREEMENT
THIS
AGREEMENT, dated and effective as of the
1st day of September, 2007, is made and entered into by and between THE GROWTH
FUND OF AMERICA, INC., a Maryland corporation (hereinafter called the "Fund"),
and CAPITAL RESEARCH AND MANAGEMENT COMPANY, a Delaware corporation (hereinafter
called the "Adviser"). The parties agree as follows:
1. The
Fund hereby employs the
Adviser to determine what securities shall be purchased or sold by the Fund
with
respect to the investment and reinvestment of the assets of the
Fund. The Adviser hereby accepts such employment and agrees to render
the services and to assume the obligation to the extent herein set forth,
for
the compensation herein provided. The Adviser shall, for all purposes
herein, be deemed an independent contractor and not an agent of the
Fund.
2. The
Adviser agrees to provide
supervision of the portfolio of the Fund and to determine what securities
or
other property shall be purchased or sold by the Fund, giving due consideration
to the policies of the Fund as expressed in the Fund's Articles of
Incorporation, By-Laws, Registration Statement under the Investment Company
Act
of 1940 (the "1940 Act"), Registration Statement under the Securities Act
of
1933 (the "1933 Act"), and prospectus as in use from time to time, as well
as to
the factors affecting the Fund's status as a regulated investment company
under
the Internal Revenue Code.
The
Adviser shall provide adequate facilities
and qualified personnel for the placement of orders for the purchase, or
other
acquisition, and sale, or other disposition, of portfolio securities for
the
Fund. With respect to such transactions, the Adviser, subject to such
directions as may be furnished from time to time by the Board of Directors
of
the Fund, shall endeavor as the primary objective to obtain the most favorable
prices and executions of orders. Subject to such primary objective,
the Adviser may place orders with brokerage firms which have sold shares
of the
Fund or which furnish statistical and other information to the Adviser, taking
into account the value and quality of the brokerage services of such
broker-dealers, including the availability and quality of such statistical
and
other information. Receipt by the Adviser of any such statistical and
other information and services shall not be deemed to give rise to any
requirement for abatement of the advisory fee payable pursuant to Section
5
hereof.
3. The
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 Adviser shall pay the
compensation and travel expenses of all such persons, and they shall serve
without additional compensation from the Fund. The Adviser shall
also, at its expense, provide the Fund with suitable office space (which
may be
in the offices of the Adviser); all necessary small office equipment and
utilities; and general purpose accounting forms, supplies, and postage used
at
the offices of the Fund.
4. The
Fund shall pay all its
expenses not assumed by the Adviser as provided herein. Such expenses
shall include, but shall not be limited to, custodian, 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 and redemption of shares of
the
Fund (including stock certificates, registration and qualification fees and
expenses); legal and auditing expenses; compensation, fees, and expenses
paid to
directors; association dues; costs of stationery and forms prepared exclusively
for the Fund; and costs of assembling and storing shareholder account
data.
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, the sum of the following amounts:
|
On
the
Portion of Daily Total Net Asset Value
|
Annual
Rate
|
|
Not
exceeding
$1 billion
|
0.50%
|
|
In
excess of
$1 billion but not exceeding $2 billion
|
0.40%
|
|
In
excess of
$2 billion but not exceeding $3 billion
|
0.37%
|
|
In
excess of
$3 billion but not exceeding $5 billion
|
0.35%
|
|
In
excess of
$5 billion but not exceeding $8 billion
|
0.33%
|
|
In
excess of
$5 billion but not exceeding $8 billion
|
0.315%
|
|
In
excess of
$8 billion but not exceeding $13 billion
|
0.30%
|
|
In
excess of
$13 billion but not exceeding $21 billion
|
0.29%
|
|
In
excess of
$21 billion but not exceeding $27 billion
|
0.285%
|
|
In
excess of
$27 billion but not exceeding $34 billion
|
0.280%
|
|
In
excess of
$34 billion but not exceeding $44 billion
|
0.275%
|
|
In
excess of
$55 billion but not exceeding $71 billion
|
0.270%
|
|
In
excess of
$71 billion but not exceeding $89 billion
|
0.265%
|
|
In
excess of
$89 billion but not exceeding $102.5 billion
|
0.260%
|
|
In
excess of
$102.5 billion but not exceeding $116 billion
|
0.255%
|
|
In
excess of
$116 billion but not exceeding $130 billion
|
0.250%
|
|
In
excess of
$130 billion but not exceeding $144 billion
|
0.245%
|
|
In
excess of
$144 billion but not exceeding $166 billion
|
0.242%
|
|
In
excess of
$166 billion but not exceeding $188 billion
|
0.239%
|
|
In
excess of
$188 billion but not exceeding $210 billion
|
0.236%
|
|
Over
$210
billion
|
0.233%
|
Such
fee shall be accrued daily based on the
number of days per year. The net assets of the Fund shall be
determined in the manner and on the dates set forth in the prospectus of
the
Fund, and on days on which the net assets are not determined, shall be as
of the
last preceding day on which the net assets shall have been
determined. 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.
6. The
Adviser agrees to reduce the
fee payable to it under this Agreement by the amount by which the ordinary
operating expenses of the Fund for any fiscal year of the Fund, excluding
interest, taxes and extraordinary expenses, shall exceed one and one-half
percent (1-1/2%) of the first $30 million of average net assets of the Fund
determined pursuant to Section 5, plus one percent (1%) of such average net
assets in excess thereof. Costs incurred in connection with the
purchase or sale of portfolio securities, including brokerage fees and
commissions, which are capitalized in accordance with generally accepted
accounting principles applicable to investment companies, shall be accounted
for
as capital items and not as expenses. Proper accruals shall be made
by the Fund for any projected reduction hereunder and corresponding amounts
shall be withheld from the fees paid by the Fund to the Adviser. Any
additional reduction computed at the end of the fiscal year shall be deducted
from the fee for the last month of such fiscal year, and any excess shall
be
paid to the Fund immediately after the fiscal year end, and in any event
prior
to publication of the Fund's annual report, as a reduction of the fees
previously paid during the fiscal year.
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. Nothing
contained in this
Agreement shall be construed to prohibit the Adviser from performing investment
advisory, management, or distribution services for other investment companies
and other persons or companies, or to prohibit affiliates of the Adviser
from
engaging in such businesses or in other related or unrelated
businesses.
9. The
Adviser shall have no
liability to the Fund, or its shareholders, for any error of judgment, mistake
of law, or for any loss arising out of any investment, or for any other act
or
omission in the performance of its obligations to the Fund not involving
willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties hereunder.
10. This
Agreement shall continue in
effect until the close of business on August 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 either (i) the
Board
of Directors of the Fund, or by the vote of a majority (as defined in the
0000
Xxx) of the outstanding voting securities of the Fund, and (ii) a majority
of
those directors who are not parties to this Agreement or interested persons
(as
defined in the 0000 Xxx) 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 hereto.
11. This
Agreement may be terminated
at any time, without payment of any penalty, by the Board of Directors of
the
Fund or by the vote of a majority (as defined in the 0000 Xxx) of the
outstanding voting securities of the Fund, on sixty (60) days' written notice
to
the Adviser, or by the Adviser on like notice to the Fund. This
Agreement shall automatically terminate in the event of its assignment (as
defined in the 1940 Act).
IN
WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed in duplicate originals by their officers
thereunto duly authorized as of the day and year first above
written.
|
THE
GROWTH
FUND OF AMERICA, INC.
|
CAPITAL
RESEARCH AND MANAGEMENT COMPANY
|
|
By: /s/
Xxxxxx X. X’Xxxx
|
By: /s/
Xxxxx X. Xxxxxxxxxx
|
|
Xxxxxx
X. X’Xxxx,
President
|
Xxxxx
X. Xxxxxxxxxx,
Chairman
|
|
By:
/s/ Xxxxxxx X. Xxxx
|
By: /s/
Xxxxxxx X. Xxxxxx
|
|
Xxxxxxx
X. Xxxx,
Secretary
|
Xxxxxxx
X. Xxxxxx, Vice
President
and
Secretary
|
