WASHINGTON MUTUAL INVESTORS FUND, INC.
and
CAPITAL RESEARCH AND MANAGEMENT COMPANY
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made this 1st day of November, 1990, between Washington Mutual
Investors Fund, Inc. (the "Fund"), and Capital Research and Management Company
("CRMC" or the "Investment Adviser").
WHEREAS, the Fund is a registered investment company under the Investment
Company Act of 1940, (the "1940 Act"); and
WHEREAS, the Fund's investment policies provide that it may acquire, hold,
sell and otherwise deal with common stocks or securities convertible into
common stocks ("securities"), provided that all said securities are legal for
trust fund investment in the District of Columbia and that the policy of the
Fund shall be to keep and maintain its capital funds and assets fully invested
in such securities, with such minimum cash balances as may from time to time be
required, but in no event to exceed 5% of total capital assets, with limited
specified exceptions; and
WHEREAS, the By-Laws of the Fund provide for the creation of an Advisory Board
whose function is to counsel and consult with the Board of Directors with
respect to the number of issues to be held in the portfolio and the industrial
diversification policies to be adopted and pursued; and
WHEREAS, CRMC is a registered investment adviser under the Investment Advisers
Act of 1940; and
WHEREAS, CRMC has served as the investment adviser of the Fund since its
inception; and
WHEREAS, the Fund and CRMC desire to renew, restate and reformalize their
relationship as a registered investment company and investment adviser pursuant
to Section 15 of the 1940 Act;
NOW, THEREFORE, for good and valuable consideration, the receipt whereof is
hereby acknowledged, and the mutual performance of the undertakings herein, it
is agreed by and between the parties hereto, as follows:
1. The Fund has heretofore, or will promptly, and from time to time furnish to
CRMC, the following:
(a) Articles of Incorporation (Articles).
(b) By-Laws.
(c) Minutes of all shareholders meetings.
(d) Minutes of all Board of Directors meetings.
(e) Minutes of all Advisory Board meetings.
(f) Investment Criteria adopted by the Board of Directors.
(g) The Eligible List of securities established by the Board of
Directors.
(h) Registration Statements filed under the Securities Act of 1933, and
the 1940 Act.
(i) All periodic reports filed with the Securities and Exchange
Commission.
(j) All amendments, subsidiary documents, interpretations,
additions or deletions relating to any of the documents described in this
paragraph.
Until notification and delivery of any of the foregoing by the Fund to CRMC,
it may rely upon the documents theretofore furnished.
2. CRMC shall assume and continue its role as Investment Adviser to the Fund
pursuant to Section 15 of the 1940 Act and shall:
(a) Furnish to the Fund a continuous investment program consistent with the
provisions of its Articles, By-Laws, and direction of its officers.
(b) Until otherwise directed in writing, select the Fund's investments from
the Eligible List established by the Board of Directors, as amended from time
to time.
(c) Monitor the securities owned or selected for purchase by the Fund for
continued compliance with the requirements of the Fund's Investment Criteria.
(d) Submit recommendations to the Board of Directors for additions to and/or
deletions from the Eligible List. Securities recommended for addition shall
in the opinion of the Investment Adviser comply with the Investment Criteria.
Securities which are recommended for deletion may include securities which in
the opinion of the Investment Adviser do not so comply.
(e) Subject to the foregoing provisions of this paragraph and any specific
instructions of the Board of Directors or officers of the Fund, the Investment
Adviser will determine from time to time which securities shall be purchased
or sold by the Fund and the portion of its funds not to be invested,
consistent with the provisions of the Articles and investment policies of the
Fund.
(f) Prepare and promptly submit to the Fund calculations of the net asset
value of the portfolio and income accruals of the Fund at the close of trading
of the New York Stock Exchange, on each day when said exchange is open for
business. The Fund shall furnish to CRMC all information not otherwise
reasonably available to CRMC necessary for making such calculations.
(g) Prepare and submit to the Fund all data on the performance of its duties
as Investment Adviser for required filings with governmental agencies or for
the preparation of reports to the shareholders.
(h) Furnish from time to time such other appropriate information as may be
reasonably requested by the Fund.
3. The Fund shall pay CRMC on or before the tenth (10th) day of each month,
as compensation for the services and activities rendered during the preceding
month, an amount to be computed by applying to the daily net assets 1/365th of
the applicable annual rates set forth below:
0.25% of the first $125 million of such net assets
0.225% of the next $2,875 million of such net assets
0.21% of the portion of such net assets in excess of $3 billion
For the purposes hereof, the daily net assets of the Fund shall be determined
in accordance with the method set forth in the currently effective Prospectus
of the Fund.
4. CRMC shall incur no liability under this agreement for any instructions,
action or failure to act, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties under this agreement.
5. CRMC shall, unless the Board of Directors of the Fund otherwise direct,
place all purchase and sale orders for securities of the Fund in its sole
discretion as to the firm, individual or agency executing same. CRMC shall not
deal with itself with respect to such orders nor shall it permit its officers
and directors to take a short position in shares of the Fund nor shall it or
its officers or directors purchase directly or indirectly shares of the Fund
except for investment.
6. All assets of the Fund are held by The Xxxxx National Bank of Washington,
D.C., or another custodian qualified under the 1940 Act, under the terms of a
custodian contract which provides that the custodian is to make deliveries of
and receive payment for the account of the Fund for securities sold and is to
accept deliveries and make payment for securities purchased as, from time to
time, directed in writing by the Fund.
7. This agreement shall continue in effect until the close of business August
31, 1992. It may thereafter be renewed from year to year by mutual consent,
provided that its continuance is specifically approved, at least annually (a)
by the Board of Directors of the Fund, or by a vote of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of the Fund, and (b)
by a majority of the Directors who are not parties to the agreement nor
interested parties (as that term is defined in the 0000 Xxx) of any such party,
by vote cast in person at a meeting called for the purpose of voting on such
continuance.
8. This agreement may be terminated at any time, without penalty, by said
Board of Directors or a majority (as defined in the 0000 Xxx) of the
outstanding voting securities of the Fund, on sixty (60) days' written notice
to CRMC, or by CRMC on like notice to the Fund. This agreement shall
automatically terminate, without penalty, in the event of its assignment (as
defined in the 1940 Act).
9. This agreement may be amended, supplemented or extended by the parties
hereto.
10. This agreement shall supersede and replace the agreement dated August
21, 1974.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed in duplicate original by their officers thereunto duly authorized as
of the day and year first written above.
ATTEST: WASHINGTON MUTUAL INVESTORS FUND, INC.
/s/ Xxxxxx X. Xxxxxxxxxx By /s/ Xxxxxxx Xxxxxxxx
Vice President and Secretary Chairman of the Board
ATTEST: CAPITAL RESEARCH AND MANAGEMENT COMPANY
/s/ X. X. X'Xxxxx By /s/ Xxxxx Xxxxxxxx
Assistant Vice President Vice Chairman of the Board
RENEWAL OF INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, made this 20th day of June, 1996, between Washington Mutual
Investors Fund, Inc., a Maryland corporation (the "Fund"), and Capital Research
and Management Company, a Delaware corporation (the "Investment Adviser").
W I T N E S S E T H:
WHEREAS, there is now in effect an Investment Advisory Agreement dated
November 1, 1990, between the Fund and the Investment Adviser, providing for
research and portfolio management services to be furnished to the Fund by the
Investment Adviser on certain terms and conditions and subject to certain
provisions set forth therein; and
WHEREAS, said Agreement was last approved by the vote of the holders of a
majority of the outstanding shares of capital stock of the Fund at the Meeting
of Shareholders held October 4, 1990, and said Agreement provides for year to
year renewals by mutual consent, upon certain specified conditions, and the
last renewal of said Agreement was approved by the Board of Directors of the
Fund on June 20, 1996; and
WHEREAS, the Fund and the Investment Adviser wish to renew said Agreement for
a one-year period and such renewal has been approved as required by the terms
of the Agreement;
NOW, THEREFORE, the parties agree as follows:
1. The Investment Advisory Agreement dated November 1, 1990 is hereby renewed
for the one-year period beginning September 1, 1996 and ending at the close of
business on August 31, 1997.
2. The first sentence of paragraph 3 of the Investment Advisory Agreement, as
amended June 22, 1993 is further amended, effective June 22, 1996, to read as
follows:
"The Fund shall pay to CRMC on or before the tenth (10th) day of each month,
as compensation for the services and activities rendered during the preceding
month, an amount to be computed by applying to the daily net assets 1/365th of
the applicable annual rate set forth below:
0.25% of the first $3 billion of such net assets
0.21% of the next $5 billion of such net assets
0.20% of the next $13 billion of such net assets
0.195% of the portion of such net assets in excess of $21 billion."
3. In all other respects said Investment Advisory Agreement is reaffirmed and
shall continue in effect for the period provided by such Agreement as renewed
by this Agreement.
4. This Agreement shall be executed in several counterparts, each of which
shall be original.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their corporate names by their duly authorized officers as of the
day and year first above written.
WASHINGTON MUTUAL INVESTORS FUND, INC. CAPITAL RESEARCH AND MANAGEMENT COMPANY
By /s/ Xxxxxxx Xxxxxxxx By /s/ Xxxxx X. Xxxxxxxxxx
Chairman of the Board President
By /s/ Xxxxxx X. Xxxxxxxxxx By /s/ Xxxxx Xxxxxxxxxx
Senior Vice President and Secretary Senior Vice President
WASHINGTON MUTUAL INVESTORS FUND, INC.
and
WASHINGTON MANAGEMENT CORPORATION
BUSINESS MANAGEMENT AGREEMENT
AGREEMENT, dated and effective as of 1st day of November, 1990, by and between
Washington Mutual Investors Fund, Inc. (the "Fund"), and Washington Management
Corporation (the "Corporation").
WHEREAS, the Fund is a registered investment company under the Investment
Company Act of 1940 (the "1940 Act"); and
WHEREAS, the Corporation is ready, willing and able to act as business manager
of the Fund;
NOW, THEREFORE, for good and valuable consideration, the receipt whereof is
hereby acknowledged, and the mutual performance of the undertakings herein, it
is agreed by and between the parties hereto as follows:
1. The Corporation, as business manager for the Fund, will:
(a) Furnish the Fund the services of persons to perform the executive,
administrative and clerical services in the management and conduct of the
corporate business and affairs of the Fund. The Corporation shall pay the
compensation and travel expenses of all such persons, as they shall serve
without additional compensation from the Fund. The Corporation shall also, at
its expense, provide suitable office space (which may be in the office of the
Corporation) and utilities; all necessary office equipment; and general purpose
accounting forms, supplies, and postage used at the office of the Fund.
(Special services, if any, rendered to individual shareholders or groups of
shareholders shall not be included in the services to be rendered by the
Corporation pursuant to this paragraph, but it shall be reimbursed for the
actual cost of such services pursuant to the provisions of section (b) below.)
(b) The Fund shall pay all its expenses not assumed by the Corporation as
provided herein. Such expenses shall include, but shall not be limited to,
custodian, stock transfer and dividend disbursing agency fees and expenses;
costs of the designing, printing, and mailing of reports, prospectuses, proxy
statements, and notices to its shareholders; expenses of shareholders'
meetings; taxes; insurance; expenses of the issuance, sale (including stock
certificates, registration and qualification expenses), or repurchase of shares
of the Fund; legal and auditing expenses; expenses pursuant to the Fund's Plan
of Distribution; fees and expense reimbursements paid to directors and Advisory
Board members; association dues; and costs of stationery and forms prepared
exclusively for the Fund.
2. The Fund shall pay to the Corporation on or before the tenth (10th) day of
each month, as compensation for the services and activities set forth in
paragraph 1, rendered by the Corporation during the preceding month, an amount
to be computed by applying to the daily net assets 1/365th of the applicable
annual rates set forth below:
0.25% of the first $125 million of such net assets
0.175% of the next $2,875 million of such net assets
0.15% of the portion of such net assets in excess of $3 billion
For the purposes hereof, the daily net assets of the Fund shall be determined
in accordance with the method set forth in the currently effective Prospectus
of the Fund.
Upon any termination of this agreement on a day other than the last day of the
month the fee for the period from the beginning of the month in which
termination occurs to the date of termination shall be prorated according to
the proportion which such period bears to the full month.
3. The right of the Corporation to receive such compensation, and the
obligation of the Fund to pay the same, shall be subject to the following
conditions: All expenses of every sort and kind involved in the operation of
the Fund shall in no event exceed in any fiscal year 1% of the average net
assets of the Fund as annually determined. If all expenses (including
compensation to the Corporation) shall in any year exceed 1% of the average net
assets, then, to the extent of any excess, the compensation to the Corporation
shall be reduced or eliminated (as the case may be), notwithstanding which the
Corporation will fully and faithfully perform all services required under the
terms hereof. The Board of Directors of the Fund may in its discretion either
withhold a portion of the compensation owed for services if it shall appear to
the Board that the total compensation for the year will be subject to year-end
diminution, or recoup any excess compensation at year end.
4. Nothing contained in this agreement shall be construed to prohibit the
Corporation from performing investment advisory, business management, or
distribution services for other investment companies and other persons or
companies, nor to prohibit affiliates of the Corporation from engaging in such
businesses or in other related or unrelated businesses. The Corporation shall
have no liability to the Fund, or its shareholders or creditors, 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.
5. This agreement shall continue in effect until the close of business on
August 31, 1992. It may thereafter be renewed from year to year by mutual
consent, provided that such renewal shall be specifically approved at least
annually (a) by the Directors of the Fund, or by the vote of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of the Fund, and (b)
by a majority of the Directors who are not parties to the agreement nor
interested persons (as that term is defined in the 0000 Xxx) of any such party,
by vote cast in person at a meeting called for the purpose of voting on such
continuance.
6. This agreement may be terminated at any time, without payment of any
penalty, by the Board of Directors or by the vote of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of the Fund, on
sixty (60) days' written notice to the Corporation, or by the Corporation on
like notice to the Fund. This agreement shall automatically terminate in the
event of its assignment (as defined in the 1940 Act).
7. This agreement may be amended, supplemented, or extended by the parties
hereto at any time.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed in duplicate original by their officers thereunto duly authorized as
of the day and year first written above.
ATTEST: WASHINGTON MUTUAL INVESTORS FUND, INC.
/s/Xxxxxx X. Xxxxxxxxxx By /s/ Xxxxx X. Xxxxxx
Vice President and Secretary President
ATTEST: WASHINGTON MANAGEMENT CORPORATION
/s/Xxxx X. Xxxxxx By /s/ Xxxxxxx Xxxxxxxx
Vice President Chairman of the Board
RENEWAL OF BUSINESS MANAGEMENT AGREEMENT
THIS AGREEMENT, made this 20th day of June, 1996, between Washington Mutual
Investors Fund, Inc., a Maryland corporation (hereinafter called the "Fund"),
and Washington Management Corporation, a Delaware corporation (hereinafter
called the "Business Manager").
W I T N E S S E T H:
WHEREAS, there is now in effect a Business Management Agreement dated November
1, 1990, between the Fund and the Business Manager, providing for management
services in the conduct of the business and affairs of the Fund to be furnished
to the Fund by the Business Manager on certain terms and conditions and subject
to certain provisions set forth therein; and
WHEREAS, said Agreement was last approved by the vote of the holders of a
majority of the outstanding shares of capital stock of the Fund at the Annual
Meeting of Shareholders held October 4, 1990, and said Agreement provides for
year to year renewals by mutual consent, upon certain specified conditions, and
the last renewal of said Agreement was approved by the Board of Directors of
the Fund on June 20, 1996; and
WHEREAS, the Fund and the Business Manager wish to renew said Agreement for a
one-year period and such renewal has been approved as required by the terms of
the Agreement;
NOW, THEREFORE, the parties agree as follows:
1. The Business Management Agreement dated November 1, 1990 is hereby renewed
for the one-year period beginning September 1, 1996 and ending at the close of
business on August 31, 1997.
2. The first sentence of paragraph 2 of the Business Management Agreement, as
amended effective June 22, 1996, shall read as follows:
"The Fund shall pay to the Corporation on or before the tenth (10th) day of
each month, as compensation for the services and activities set forth in
paragraph 1, rendered by the Corporation during the preceding month, an
amount to be computed by applying to the daily net assets 1/365th of the
applicable annual rate set forth below:
0.175% of the first $3 billion of such net assets
0.15% of the next $2 billion of such net assets
0.135% of the next $3 billion of such net assets
0.12% of the next $4 billion of such net assets
0.095% of the next $9 billion of such net assets
0.075% of the portion of such net assets in excess of $21 billion."
3. In all other respects said Business Management Agreement is reaffirmed and
shall continue in effect for the period provided by such Agreement as renewed
by this Agreement.
4. This Agreement shall be executed in several counterparts, each of which
shall be original.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their corporate names by their duly authorized officers as of the
day and year first above written.
WASHINGTON MUTUAL INVESTORS FUND, INC. WASHINGTON MANAGEMENT CORPORATION
By /s/ Xxxxxxx Xxxxxxxx By /s/ Xxxxx X. Xxxxxx
By /s/ Xxxxxx X. Xxxxxxxxxx By /s/ Xxxxx X. Xxxxxxx
