AMENDED INVESTMENT ADVISORY AND SERVICE AGREEMENT
THIS
AGREEMENT,
dated and effective as of the 1st day of November, 2007 is made and entered
into
by and between AMERICAN HIGH-INCOME TRUST, a Massachusetts business trust,
(the
“Fund”), and CAPITAL RESEARCH AND MANAGEMENT COMPANY, a Delaware corporation,
(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 (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.
NOW,
THEREFORE, in
consideration of the premises and the mutual undertaking 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 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 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, 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 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; 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, the sum of the following amounts:
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(a)
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0.30%
per
annum on the first $60 million of the Fund’s average daily net assets
during the month; plus
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0.21%
per annum on
the portion of such net assets between $60 million and $1 billion;
plus
0.18%
per annum on
the portion of such net assets between $1 billion and $3 billion;
plus
0.16%
per annum on
the portion of such net assets between $3 billion and $6 billion;
plus
0.15%
per annum on
the portion of such net assets between $6 billion and $10 billion;
plus
0.14%
per annum on
the portion of such net assets between $10 billion and $15 billion;
plus
0.135%
per annum on
the portion of such net assets in excess of $15 billion (“Net Asset Portion”);
plus
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(b)
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3%
of the
Fund’s first $8,333,333 of monthly gross income,
plus
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2.5%
of such income
between $8,333,333 and $25 million, plus
2%
of such income
between $25 million and $50 million, plus
1.5%
of such income
in excess of $50 million (“Income Portion”).
The
Net Asset
Portion shall be accrued daily based on the number of days per year. The net
assets of the Fund shall be determined in the manner and on the dates set forth
in the prospectus of the Fund and, on days on which the net assets are not
determined, shall be as of the last preceding day on which the net assets shall
have been determined.
The
Income Portion
shall be accrued daily and “gross income” for this purpose shall be determined
in the same manner as gross income is determined for and reported in financial
statements and shall not include gains or losses from the sale of
securities.
For
the purposes
hereof, the net assets of the Fund shall be determined in the manner set forth
in the Declaration of Trust 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 Trustees of the Fund or by vote of a majority (within the meaning
of
the Investment Company Act of l940) 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, 2008. 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 Trustees 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 Trustees 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.
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 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.
11. The
obligations of the Fund under this Agreement are not binding upon any of the
Trustees, officers, employees, agents or shareholders of the Fund individually,
but bind only the Fund estate. The Investment Adviser agrees to look
solely to the assets of the Fund for the satisfaction of any liability in
respect of the Fund under this Agreement and will not seek recourse against
such
Trustees, officers, employees, agents or shareholders, or any of them, or any
of
their personal assets for such satisfaction.
IN
WITNESS WHEREOF,
the parties hereto have caused this instrument to be executed in duplicate
original by their duly authorized officers.
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AMERICAN
HIGH-INCOME TRUST
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CAPITAL
RESEARCH AND
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MANAGEMENT
COMPANY
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By /s/
Xxxxx X. Xxxxxxx
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By /s/
Xxxxxxx X. Xxxxxx, President
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Xxxxx
X. Xxxxxxx,
President
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Xxxxxxx
X. Xxxxxx,
President
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By /s/
Xxxxxxxx X. Xxxxxxx
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By /s/
Xxxxxxx X.
Xxxxxx
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Xxxxxxxx
X. Xxxxxxx,
Secretary
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Xxxxxxx
X. Xxxxxx, Vice President and
Secretary
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