WASHINGTON MUTUAL INVESTORS FUND
AND
WASHINGTON MANAGEMENT CORPORATION
AMENDED AND RESTATED
BUSINESS MANAGEMENT AGREEMENT
AGREEMENT, dated this 17th day of June, 2004, 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, effective February 1, 2004, the parties have agreed to a new fee
schedule and desire to modify and restate their Business Management Agreement to
reflect this understanding; 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.
(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:
0.175% 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 next $13 billion of such net assets
0.06% of the next $10 billion of such net assets
0.05% of the next $11 billion of such net assets
0.04% of the next $12 billion of such net assets excess of $67 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
ordinary operating expenses of the Fund shall in no event exceed in any fiscal
year 1% of the average net assets of the Fund as annually determined. 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. 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. The expense limitation described in paragraph 3 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,
not withstanding the foregoing, to the extent the Business Manager is required
to reduce its management fee pursuant to provisions contained in paragraph 3 due
to the expenses of the Class A shares exceeding the stated limit, the reduction
in the management fee will reduce the Fund's management fee expense similarly
for all other classes of shares of the Fund.
5. 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.
6. This agreement shall become effective February 1, 2004 and continue in effect
until the close of business on August 31, 2005. 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
▇▇▇▇ ▇▇▇) 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
▇▇▇▇ ▇▇▇) of any such party, by vote cast in person at a meeting called for the
purpose of voting on such continuance.
7.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 ▇▇▇▇ ▇▇▇) 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).
8. 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.
By:
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
President Senior Vice President and Secretary
ATTEST: WASHINGTON MANAGEMENT CORPORATION
by /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman Vice President
