AMENDED INVESTMENT ADVISORY AND SERVICE AGREEMENT
THIS AGREEMENT, dated and effective as of the 1st day of September, 2005,
is made and entered into by and between THE GROWTH FUND OF AMERICA, INC., a
Maryland corporation (hereinafter called the "Fund"), and CAPITAL RESEARCH AND
MANAGEMENT COMPANY, a Delaware corporation (hereinafter called the "Adviser").
The parties agree as follows:
1. The Fund hereby employs the Adviser to determine what securities shall
be purchased or sold by the Fund with respect to the investment and reinvestment
of the assets of the Fund. The 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 Adviser shall, for all purposes
herein, be deemed an independent contractor and not an agent of the Fund.
2. The 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
Investment Company Act of 1940 (the "1940 Act"), Registration Statement under
the Securities Act of 1933 (the "1933 Act"), and prospectus as in use from time
to time, as well as to the factors affecting the Fund's status as a regulated
investment company under the Internal Revenue Code.
The Adviser shall provide adequate facilities and qualified personnel for
the placement of orders for the purchase, or other acquisition, and sale, or
other disposition, of portfolio securities for the Fund. With respect to such
transactions, the Adviser, subject to such directions as may be furnished from
time to time by the Board of Directors of the Fund, shall endeavor as the
primary objective to obtain the most favorable prices and executions of orders.
Subject to such primary objective, the Adviser may place orders with brokerage
firms which have sold shares of the Fund or which furnish statistical and other
information to the Adviser, taking into account the value and quality of the
brokerage services of such broker-dealers, including the availability and
quality of such statistical and other information. Receipt by the Adviser of any
such statistical and other information and services shall not be deemed to give
rise to any requirement for abatement of the advisory fee payable pursuant to
Section 5 hereof.
3. The 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 Adviser shall pay the compensation and travel expenses of all such
persons, and they shall serve without additional compensation from the Fund. The
Adviser shall also, at its expense, provide the Fund with suitable office space
(which may be in the offices of the Adviser); all necessary small office
equipment and utilities; and general purpose accounting forms, supplies, and
postage used at the offices of the Fund.
4. The Fund shall pay all its expenses not assumed by the Adviser as
provided herein. Such expenses shall include, but shall not be limited to,
custodian, stock transfer and dividend disbursing fees and expenses; costs of
the designing, printing and mailing of reports, prospectuses, proxy statements,
and notices to its shareholders; taxes; expenses of the issuance and redemption
of shares of the Fund (including stock certificates, registration and
qualification fees and expenses); legal and auditing expenses; compensation,
fees, and expenses paid to directors; association dues; costs of stationery and
forms prepared exclusively for the Fund; and costs of assembling and storing
shareholder account data.
5. 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:
On the Portion of Daily
Total Net Asset Value Annual Rate
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Not exceeding $1 billion 0.50%
In excess of $1 billion but not exceeding $2 billion 0.40%
In excess of $2 billion but not exceeding $3 billion 0.37%
In excess of $3 billion but not exceeding $5 billion 0.35%
In excess of $5 billion but not exceeding $8 billion 0.33%
In excess of $8 billion but not exceeding $13 billion 0.315%
In excess of $13 billion but not exceeding $21 billion 0.30%
In excess of $21 billion but not exceeding $27 billion 0.29%
In excess of $27 billion but not exceeding $34 billion 0.285%
In excess of $34 billion but not exceeding $44 billion 0.280%
In excess of $44 billion but not exceeding $55 billion 0.275%
In excess of $55 billion but not exceeding $71 billion 0.270%
In excess of $71 billion but not exceeding $89 billion 0.265%
In excess of $89 billion but not exceeding $102.5 billion 0.260%
In excess of $102.5 billion but not exceeding $116 billion 0.255%
In excess of $116 billion but not exceeding $130 billion 0.250%
Over $130 billion 0.245%
Such fee 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. In the event of termination other than at the end of a
calendar month, the monthly fee shall be prorated for the portion of the month
prior to termination and paid on or before the tenth (10th) day subsequent to
termination.
6. The Adviser agrees to reduce the fee payable to it under this Agreement
by the amount by which the ordinary operating expenses of the Fund for any
fiscal year of the Fund, excluding interest, taxes and extraordinary expenses,
shall exceed one and one-half percent (1-1/2%) of the first $30 million of
average net assets of the Fund determined pursuant to Section 5, plus one
percent (1%) of such average net assets in excess thereof. Costs incurred in
connection with the purchase or sale of portfolio securities, including
brokerage fees and commissions, which are capitalized in accordance with
generally accepted accounting principles applicable to investment companies,
shall be accounted for as capital items and not as expenses. Proper accruals
shall be made by the Fund for any projected reduction hereunder and
corresponding amounts shall be withheld from the fees paid by the Fund to the
Adviser. Any additional reduction computed at the end of the fiscal year shall
be deducted from the fee for the last month of such fiscal year, and any excess
shall be paid to the Fund immediately after the fiscal year end, and in any
event prior to publication of the Fund's annual report, as a reduction of the
fees previously paid during the fiscal year.
7. The expense limitation described in Section 6 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 6 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.
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8. Nothing contained in this Agreement shall be construed to prohibit the
Adviser from performing investment advisory, management, or distribution
services for other investment companies and other persons or companies, or to
prohibit affiliates of the Adviser from engaging in such businesses or in other
related or unrelated businesses.
9. The Adviser shall have no liability to the Fund, or its shareholders,
for any error of judgment, mistake of law, or for any loss arising out of any
investment, or for any other act or omission in the performance of its
obligations to the Fund not involving willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties hereunder.
10. This Agreement shall continue in effect until the close of business on
August 31, 2006. It may thereafter be renewed from year to year by mutual
consent, provided that such renewal shall be specifically approved at least
annually by either (i) the Board of Directors of the Fund, or by the vote of a
majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of
the Fund, and (ii) a majority of those directors who are not parties to this
Agreement or interested persons (as defined in the ▇▇▇▇ ▇▇▇) 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 a writing signed by both parties hereto.
11. This Agreement may be terminated at any time, without payment of any
penalty, by the Board of Directors of the Fund or by the vote of a majority (as
defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund, on
sixty (60) days' written notice to the Adviser, or by the Adviser on like notice
to the Fund. This Agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate originals by their officers thereunto duly authorized as
of the day and year first above written.
THE GROWTH FUND OF AMERICA, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇'▇▇▇▇, President
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Secretary
CAPITAL RESEARCH AND MANAGEMENT
COMPANY
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, President
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
and Secretary
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