AMENDED INVESTMENT ADVISORY AND SERVICE AGREEMENT
THIS
AGREEMENT,
dated and effective as of the 6th day of
December,
2006 is made and entered into by and between NEW PERSPECTIVE FUND,
INC., a Maryland corporation, (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 March 14, 2000, as
renewed.
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 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 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; general purpose forms,
supplies, and postage used at the offices of the Fund; and travel expenses
incurred in connection with attendance at meetings of the Fund’s
board of
directors or advisory board, but not compensation for services, of the Fund’s
directors
and advisory board members.
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 shareholders
reports, prospectuses, proxy statements, and 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 directors and advisory board members;
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 rates
of:
0.60%
on the first
$500 million of the Fund’s net assets,
plus
0.50% of net
assets from $500 million to $1 billion,
plus
0.46% of net
assets from $1 to $1.5 billion,
plus
0.43% of net
assets from $1.5 to $2.5 billion,
plus
0.41% of net
assets from $2.5 to $4 billion,
plus
0.40% of net
assets from $4 to $6.5 billion,
plus
0.395% of net
assets from $6.5 billion to $10.5 billion,
plus
0.39% of net
assets from $10.5 billion to $17 billion,
plus
0.385% of net
assets from $17 billion to $21 billion,
plus
0.38% of net
assets from $21 billion to $27 billion,
plus
0.375% of net
assets from $27 billion to $34 billion,
plus
0.37% of net
assets from $34 billion to $44 billion,
plus
0.365% of net
assets from $44 billion to $55 billion,
plus
0.36% on net
assets in excess of $55 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 Restated Articles of Incorporation 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.
The
net asset
portion shall be accrued daily 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 Restated 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.
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 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.
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 l940 Act) 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,
2007. 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.
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.
[Remainder
of page
intentionally left blank.]IN WITNESS WHEREOF, the parties hereto have caused
this instrument to be executed in duplicate original by their duly authorized
officers.
CAPITAL
RESEARCH AND
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NEW
PERSPECTIVE FUND, INC.
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MANAGEMENT
COMPANY
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By
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By
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Xxxxxx
X. Xxxxxxxx,
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Xxxxxxx
X. Xxxxxx,
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President
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President
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By
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By
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Xxxxxxx
X. Xxxxx,
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Xxxxxxx
X. Xxxxxx,
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Secretary
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Vice
President and
Secretary
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