AMCAP FUND, INC. AMENDED INVESTMENT ADVISORY AND SERVICE AGREEMENT
AMCAP
FUND,
INC.
AMENDED
INVESTMENT ADVISORY AND SERVICE AGREEMENT
THIS
AGREEMENT,
dated and effective as of the 1st
day of April, 2006
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 1940. 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 a written agreement
dated December 1, 2003, 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. 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 at the annual rate of:
|
Annual
Fee as
Percent of Net Assets of the Fund
|
Net
Assets
of
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 but not exceeding $13 billion
|
.31%
|
|
In
excess of
$13 billion but not exceeding $21 billion
|
.30%
|
|
In
excess of
$21 billion but not exceeding $27 billion
|
.295%
|
|
In
excess of
$27 billion
|
.29%
|
Such
fee shall be
computed and accrued daily based on the actual number of days per year. 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, 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 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,
INC.
|
CAPITAL
RESEARCH AND
MANAGEMENT
COMPANY
|
|
By
/s/
Xxxxxxx
X. Xxxxxxxxxx
|
By
/s/
Xxxxx X.
Xxxxxxxxxx
|
|
Xxxxxxx
X.
Xxxxxxxxxx,
|
Xxxxx
X.
Xxxxxxxxxx,
|
|
President
and
PEO
|
President
|
|
By
/s/
Xxxxxxx
X. Xxxxx
|
By
/s/
Xxxxxxx
X. Xxxxxx
|
|
Xxxxxxx
X.
Xxxxx,
|
Xxxxxxx
X.
Xxxxxx,
|
|
Secretary
|
Vice
President and Secretary
|
