AMENDED INVESTMENT ADVISORY AND SERVICE AGREEMENT
THIS AGREEMENT, dated and effective as of the 10th day of
March, 2005 by and between EUROPACIFIC GROWTH FUND, a Massachusetts business
trust, (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
"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 under a series of agreements and is currently providing
such services under a written agreement dated March 14, 2000, as renewed.
NOW THEREFORE, in consideration of the premises and the mutual
undertakings 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 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 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, printing and mailing to its shareholders
reports, prospectuses, proxy statements, and shareholder notices; 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 Trustees; association dues;
and costs of 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 calculated at the annual
rate of:
0.690% on first $500 million of average net assets; 0.590% on
such assets in excess of $500 million to $1 billion; 0.530% on
such assets in excess of $1 to $1.5 billion; 0.500% on such
assets in excess of $1.5 to $2.5 billion; 0.480% on such
assets in excess of $2.5 to $4 billion; 0.470% on such assets
in excess of $4 to $6.5 billion; 0.460% on such assets in
excess of $6.5 billion to $10.5 billion; 0.450% on such assets
in excess of $10.5 billion to $17 billion; 0.440% on such
assets in excess of $17 billion to $21 billion; 0.430% on such
assets in excess of $21 billion to $27 billion; 0.425% on such
assets in excess of $27 billion to $34 billion; 0.420% on such
assets in excess of $34 billion to $44 billion; 0.415% on such
assets in excess of $44 billion to $55 billion; 0.410% on such
assets in excess of $55 billion to $71 billion; 0.405% on such
assets in excess of $71 billion.
Such fee shall be computed and accrued daily at one three-hundredth-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
Declaration of Trust and Prospectus of the Fund. The advisory fee shall be
payable for the period commencing as of the date of this Agreement 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 the 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 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 December 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 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. 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.
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 of the Fund in respect of 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.
CAPITAL RESEARCH AND
EUROPACIFIC GROWTH FUND MANAGEMENT COMPANY
By /s/ Xxxx X. Xxxxxxx By /s/ Xxxx X. Xxxxx, Xx.
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Xxxx X. Xxxxxxx, Xxxx X. Xxxxx, Xx.,
Chairman of the Board Executive Vice President
By /s/ Xxxxxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx,
Secretary Vice President and Secretary
