AMENDED INVESTMENT ADVISORY AND SERVICE AGREEMENT
THIS AGREEMENT, dated and effective as of the 22nd day of
September, 2003 is made and entered into by and between CAPITAL INCOME BUILDER,
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 non-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.
B. The Investment Adviser has provided investment advisory
services to the Fund since its inception, and is currently providing such
services under an Investment Advisory and Services Agreement dated March 1, 1995
and amended December 3, 1999, as renewed.
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, 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 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 calculated at the
annual rates of:
(a) 0.24% of the first $1 billion of the Fund's net assets, plus
0.20% of the Fund's net assets from $1 billion to $2 billion,
plus 0.18% of the Fund's net assets from $2 billion to $3
billion, plus 0.165% of the Fund's net assets from $3 billion to
$5 billion, plus 0.155% of the Fund's net assets from $5 billion
to $8 billion, plus 0.150% of the Fund's net assets from $8
billion to $13 billion, plus 0.145% of the Fund's net assets from
$13 billion to $17 billion, plus 0.140% of net assets from $17
billion to $21 billion, plus 0.135% of the Fund's net assets from
$21 billion to $27 billion, plus 0.130% of the Fund's net assets
in excess of $27 billion, plus
(b) 3% of the Fund's annual gross investment income
Such fee shall be computed and accrued daily at one three-hundreth-sixty-fifth
(1/365th) of the applicable rates set forth above.
For the purposes hereof, the net assets of the Fund shall be
determined in the manner set forth in the Articles of Incorporation and
Prospectus of the Fund. The Fund's gross investment income shall be calculated
in accordance with generally accepted accounting principals and the Fund shall
not be required to amortize the premiums on bonds. 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 Directors 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, 2004. 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, 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 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 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.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed in duplicate original by their duly authorized
officers.
CAPITAL INCOME BUILDER, INC.
By
--
Xxxxx X. Xxxxxxxx, Chairman
By
--
Xxxxxxx X. Xxxxx, Secretary
CAPITAL RESEARCH AND MANAGEMENT COMPANY
By
--
Xxxxx X. Xxxxxxxxxx, President
By
--
Xxxxxxx X. Xxxxxx, Vice President and
Secretary
