FORM OF INTERNATIONAL GROWTH AND INCOME FUND, INC. INVESTMENT ADVISORY AND SERVICE AGREEMENT
FORM
OF
INTERNATIONAL
GROWTH AND INCOME FUND, INC.
THIS AGREEMENT,
dated and effective as of the 1st day of October, 2008, is made and entered into
by and between INTERNATIONAL GROWTH AND INCOME FUND, INC., a
Maryland corporation (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, 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 Articles 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 1986, 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 calculated at the annual rate of:
0.69% on the first
$500 million of average daily net assets;
0.59% on such
assets in excess of $500 million to $1 billion,
plus 0.53% on such
assets in excess of $1 billion.
Such fee shall be
accrued daily and the daily rate computed based on the actual number of days per
year. 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. The
Investment Adviser agrees that in the event the expenses of the Fund (with the
exclusion of interest, taxes, brokerage costs, extraordinary expenses such as
litigation and acquisitions or other expenses excludable under applicable state
securities laws or regulations) 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
currently offered by the Fund, or that 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
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 December 31, 2009. 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.
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.
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 businesses
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, mistake of law, or for any loss arising out of any investment
or for any act, or omission not involving willful misfeasance, bad faith, gross
negligence, or reckless disregard of its obligations and duties
hereunder.
11. 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.
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INTERNATIONAL
GROWTH AND
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CAPITAL
RESEARCH AND
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AND INCOME
FUND, INC.
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MANAGEMENT
COMPANY
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By
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By
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Xxxx X. Xxxx
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Xxxxxxx X. Xxxxxx
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Executive Vice President
and
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President
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Principal Executive
Officer
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By
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By
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Xxxxxxx X.
Xxxx
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Xxxxxxx X.
Xxxxxx
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Secretary
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Vice President and
Secretary
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