AMERICAN FUNDS MONEY MARKET FUND INVESTMENT ADVISORY AND SERVICE AGREEMENT
INVESTMENT
ADVISORY AND SERVICE AGREEMENT
THIS AGREEMENT,
dated and effective as of the 1st day of May, 2009, is made and entered into by
and between AMERICAN FUNDS MONEY MARKET FUND, a Delaware statutory 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, 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 services to the Fund. The Investment Adviser hereby
accepts such employment and agrees to render the services 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 Declaration of Trust, By-Laws, Registration Statement under the 1940
Act and 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 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 adopted in accordance with 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 Trustees 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:
0.295% on the first
$1 billion of average daily net assets; plus
0.285% on such
assets in excess of $1 billion to $2 billion; plus
0.280% on such
assets in excess of $2 billion to $3 billion; plus
0.275% on such
assets in excess of $3 billion to $5 billion; plus
0.270% on such
assets in excess of $5 billion to $8 billion; plus
0.265% on such
assets in excess of $8 billion to $13 billion; plus
0.262% on such
assets in excess of $13 billion to $21 billion; plus
0.259% on such
assets in excess of $21 billion to $34 billion; plus
0.256% on such
assets in excess of $34 billion.
Such fee shall be
accrued daily and the daily rate shall be 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 Agreement and Declaration of
Trust 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 beginning of the termination of such
period.
5. This
Agreement may be terminated at any time, without payment of any penalty, by the
Trustees of the Fund or by vote of a majority (within the meaning of the ▇▇▇▇
▇▇▇) 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 [DATE], 2010. 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 ▇▇▇▇
▇▇▇) of the outstanding voting securities of the Fund. In either
event, any such renewal must be approved by a majority of those Trustees 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 ▇▇▇▇ ▇▇▇) 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 shareholders for any
error of judgment, for any mistake of law, 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.
9. 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's 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.
10. The
fund acknowledges and agrees 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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AMERICAN
FUNDS MONEY
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MARKET
FUND
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By
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President
and
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Principal
Executive Officer
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By
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Secretary
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CAPITAL
RESEARCH AND
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MANAGEMENT
COMPANY
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By
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President
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By
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Senior Vice
President and Secretary
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