AMERICAN FUNDS DEVELOPING WORLD GROWTH ANDINCOME FUND

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**AMENDEDAND RESTATED**

**INVESTMENTADVISORY AND SERVICE AGREEMENT**

 

 

THISAMENDED AND RESTATED investment advisory and service AGREEMENT, dated and effective as of the 1st day of February, 2015,is made and entered into by and between AMERICAN FUNDS DEVELOPING WORLD GROWTH AND INCOME 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-enddiversified investment company of the management type, registered under the Investment Company Act of 1940, as amended (the “1940Act”). The Investment Adviser is registered under the Investment Advisers Act of 1940, as amended, and is engaged in thebusiness of providing investment advisory and related services to the Fund and to other investment companies.

 

NOW, THEREFORE, in considerationof the premises and the mutual undertaking of the parties, it is covenanted and agreed as follows:

 

1.	The Fund hereby employsthe Investment Adviser to provide investment advisory and fund administration services to the Fund. The Investment Adviser herebyaccepts 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.	(a)	The InvestmentAdviser shall provide general management services to the Fund, including overall supervisory responsibility for the general managementand investment of the Fund’s assets, giving due consideration to the policies of the Fund as expressed in the Fund’sagreement and declaration of trust, by-laws, registration statement under the 1940 Act and registration statement under the SecuritiesAct of 1933, as amended (the “1933 Act”), as well as to the factors affecting the Fund’s status as a regulatedinvestment company under the Internal Revenue Code of 1986, as amended.

 

	(b)	The InvestmentAdviser may delegate its investment management responsibilities under paragraph 2(a), or a portion thereof, to one or more entitiesthat are direct or indirect subsidiaries of the Investment Adviser or at least majority owned subsidiaries of The Capital GroupCompanies, Inc. and registered as investment advisers under the Investment Advisers Act of 1940 (each a “Subsidiary”),pursuant to an agreement between the Investment Adviser and the Subsidiary (the “Subsidiary Agreement”). The SubsidiaryAgreement with any Subsidiary to which the Investment Adviser proposes to delegate its investment management responsibilities mustbe approved by the Fund’s Board of Trustees, including a majority of the trustees who are not parties to this Agreement norinterested persons of any such party, within the meaning of the 1940 Act (“Independent

Trustees”). Any delegation of duties pursuantto this paragraph shall comply with all applicable provisions of Section 15 of the 1940 Act, except to the extent permitted byany exemptive order of the U.S. Securities and Exchange Commission (“SEC”), or similar relief.

 

	(c)	The InvestmentAdviser will, subject to the review and approval of the Board of Trustees of the Fund: (i) set the Fund’s overall investmentstrategies; (ii) except to the extent delegated to one or more Subsidiaries, have full investment discretion for the Fund and makeall determinations with respect to the investment of the Fund’s assets, the purchase and sale of portfolio securities withthose assets, and any steps that may be necessary to implement any investment decisions; (iii) evaluate, select and recommend Subsidiariesto manage all or a part of the Fund’s assets; (iv) when appropriate, allocate and reallocate the Fund’s assets amongmultiple Subsidiaries; (v) monitor and evaluate the performance of Subsidiaries; and (vi) implement procedures reasonablydesigned to ensure that the Subsidiaries comply with the Fund’s investment objective, policies and restrictions. The InvestmentAdviser shall be solely responsible for paying the fees of any Subsidiary.

 

	(d)	Any SubsidiaryAgreement may provide that the Subsidiary, subject to the control and supervision of the Fund’s Board of Trustees and theInvestment Adviser, shall have full investment discretion for the Fund and shall make all determinations with respect to (i) theinvestment of the Fund’s assets assigned to the Subsidiary; (ii) the purchase and sale of portfolio securities with thoseassets, and (iii) any steps that may be necessary to implement an investment decision. The Investment Adviser shall periodicallyevaluate the continued advisability of retaining any Subsidiary and shall make recommendations to the Fund’s Board of Trustees,as needed.

 

	(e)	The InvestmentAdviser shall furnish the services of persons to perform the executive, administrative, clerical, and bookkeeping functions ofthe Fund, including the daily determination of net asset value per share. The Investment Adviser shall pay the compensation andtravel expenses of all such persons, and they shall serve without any additional compensation from the Fund. The Investment Advisershall 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.

 

	(f)	The InvestmentAdviser shall maintain (and cause each Subsidiary to maintain) all books and records with respect to the Fund’s investmentmanagement activities that are required to be maintained pursuant to the 1940 Act and the rules thereunder, as well as any otherapplicable legal requirements. The Investment Adviser acknowledges and agrees that all such records are the property of the Fund,and it shall maintain and preserve such records in accordance with applicable law and provide such records promptly to the Fundupon request.

 

	(g)	The InvestmentAdviser shall prepare and submit to the Fund all data on the performance of its duties as investment adviser for required filingswith governmental agencies or for the preparation of reports to the Board of Trustees or the shareholders of the Fund and shallcause each subsidiary to do so.

 

	(h)	The InvestmentAdviser shall furnish from time to time such other appropriate information as may be reasonably requested by the Fund.

 

3.	The Fund shall pay allits 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 incurredfor 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 itsshareholders; taxes; expenses of the issuance, sale, redemption, or repurchase of shares of the Fund (including registration andqualification expenses); legal and auditing fees and expenses; compensation, fees, and expenses paid to Independent Trustees; associationdues; and costs of any share certificates, stationery and forms prepared exclusively for the Fund.

 

4.	(a)	The Fund shallpay to the Investment Adviser on or before the tenth (10th) day of each month, as compensation for the services rendered by theInvestment Adviser during the preceding month a fee calculated at the annual rate of:

 

0.850% on first $500 millionof net assets,

plus 0.780% on net assetsover $500 million to $1 billion,

	plus 0.730% on net assetsover $1 billion to $1.5 billion,

	plus 0.690% on net assetsover $1.5 billion to $2.5 billion,

	plus 0.660% on net assetsover $2.5 billion.

 

	(b)	Such fee shallbe accrued daily and the daily rate shall be computed based on the actual number of days per year. For the purposes hereof, thenet assets of the Fund shall be determined in the manner set forth in the agreement and declaration of trust and registration statementof the Fund. The advisory fee shall be payable for the period commencing on the date on which operations of the Fund begin andending on the date of termination hereof and shall be prorated for any fraction of a month at the beginning or the terminationof such period.

 

5.	This Agreement may beterminated at any time, without payment of any penalty, by the trustees of the Fund or by vote of a majority (within the meaningof the 1940 Act) 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 Agreementshall continue until January 31, 2016. It may thereafter be renewed from year to year by mutual consent, provided that such renewalshall be specifically approved at least annually by the Board of Trustees of the Fund, or by vote of a majority (within the meaningof the 1940 Act) of the outstanding voting securities of the Fund. In either event, any such renewal must be approved by a majorityof the Independent Trustees at a meeting called for the purpose of voting on such approval.

 

6.	This Agreement shallnot be assignable by either party hereto, and in the event of assignment (within the meaning of the 1940 Act) by the InvestmentAdviser shall automatically be terminated forthwith.

 

7.	Nothing contained inthis Agreement shall be construed to prohibit the Investment Adviser from performing investment advisory, management, or distributionservices for other investment companies and other persons or companies, nor to prohibit affiliates of the Investment Adviser fromengaging in such businesses or in other related or unrelated businesses.

 

8.	The Investment Advisershall not be liable to the Fund or Fund shareholders for any error of judgment, for any mistake of law, for any loss arising outof any investment or for any act, or omission not involving willful misfeasance, bad faith, gross negligence, or reckless disregardof its obligations and duties hereunder.

 

9.	The obligations of theFund 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 satisfactionof 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 acknowledgesand agrees that the names, “American Funds” and “Capital” or any derivatives thereof or logo associatedwith those names are the valuable property of the Investment Adviser and its affiliates, and that the Fund shall have the rightto use such names (or derivatives or logos) only so long as this Agreement shall continue in effect. Upon termination of this Agreementthe Fund shall forthwith cease to use such names (or derivatives or logos).

 

 

 

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IN WITNESS WHEREOF, the parties hereto have causedthis instrument to be executed in duplicate original by their duly authorized officers.