INVESTMENT ADVISORY AND SERVICE AGREEMENT
INVESTMENT
ADVISORY AND SERVICE AGREEMENT
THIS
AGREEMENT,
dated and effective as of the 21st day of September, 2006, is made and entered
into by and between SHORT-TERM
BOND FUND OF AMERICA, 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
The
Fund is an
open-end diversified investment company of the management type, registered
under
the Investment Company Act of 1940, as amended (the "1940 Act"). The Investment
Adviser is registered under the Investment Advisers Act of 1940, as amended
and
is engaged in the business of providing investment advisory and related services
to the Fund and to other investment companies.
NOW,
THEREFORE, in
consideration of the premises and the mutual undertaking of the parties, it
is
covenanted and agreed as follows:
1. The
Fund hereby
employs the Investment Adviser to provide investment advisory and administrative
service to the Fund. The Investment 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 Investment Adviser shall,
for all purposes herein, be deemed an independent contractor and not an agent
of
the Fund.
2. The
Investment
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 Certificate of Incorporation, By-Laws, Registration Statement under the
1940 Act, Registration Statement under the Securities Act of 1933, as amended
(the “1933 Act”), as well as to the factors affecting the Fund’s status as a
regulated investment company under the Internal Revenue Code of 1954, as
amended.
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; and general purpose forms, supplies, and postage used at the
offices of the Fund.
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, expenses incurred in
connection with the organization of the Fund, its qualification to do business
as a foreign corporation in the State of California, and its registration as
an
investment company under the 1940 Act; custodian, stock transfer and dividend
disbursing fees and expenses; service and distribution expenses pursuant to
a
plan under rule 12b-1 under the 1940 Act; expenses incurred for shareholder
servicing, recordkeeping, transactional services, tax and informational returns
and fund and shareholder communications; costs of designing and of printing
and
mailing to its shareholders reports, prospectuses, proxy statements, and notices
to its shareholders; 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 not affiliated with the Investment Adviser;
association dues; and costs of any 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, which shall be accrued daily, calculated at the annual
rate of:
0.36%
on the first
$500 million of average net assets;
0.33%
on such
assets in excess of $500 million to $1 billion;
0.30%
on such
assets in excess of $1 billion to $1.5 billion;
0.28%
on such
assets in excess of $1.5 billion to $2.5 billion;
0.26%
on such
assets in excess of $2.5 billion.
For
the purposes
hereof, the net assets of the Fund shall be determined in the manner set forth
in the Articles of Incorporation and Registration Statement 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. This
Agreement may
be terminated at any time, without payment of any penalty, by the 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, 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 October 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,
at a
meeting called for the purpose of voting on such approval.
6. 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.
7. 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 businesses or in other related
or unrelated businesses.
8.
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.
9. It
is understood
that the name, "American Funds" and "Capital" or any derivatives thereof or
logo
associated with those names are the valuable property of the Investment Adviser
and its affiliates, and that the Fund shall have the right to use such names
(or
derivatives or logos) only so long as this Agreement shall continue in effect.
Upon termination of this Agreement the Fund shall forthwith cease to use such
names (or derivatives or logos).
IN
WITNESS WHEREOF,
the parties hereto have caused this instrument to be executed in duplicate
original by their duly authorized officers.
SHORT-TERM
BOND
FUND OF
AMERICA,
INC.
By
|
Xxxx
X. Xxxxx,
Xx.
Vice
Chairman of
the Board
By
|
Xxxxxxxx
X.
Xxxxxxx
Secretary
CAPITAL
RESEARCH
AND MANAGEMENT
COMPANY
By
|
Xxxxx
X.
Xxxxxxxxxx
Chairman
of the
Board
By
|
Xxxxxxx
X.
Xxxxxx
Vice
President and
Secretary