AMERICANHIGH-INCOME TRUST

 

**AMENDEDand RESTATED INVESTMENT ADVISORY AND SERVICE AGREEMENT**

 

 

THIS AMENDEDand RESTATED investment advisory and service AGREEMENT, dated and effective as of the 1st day of April, 2014, is made andentered into by and between AMERICAN HIGH-INCOME TRUST, 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 investmentcompany of the management type, registered under the Investment Company Act of 1940, as amended (the “1940 Act”). TheInvestment Adviser is registered under the Investment Advisers Act of 1940, as amended, and is engaged in the business of providinginvestment advisory and related services to the Fund and to other investment companies.

 

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

 

1.	The Fund hereby employs the Investment Adviserto provide investment advisory and administrative services to the Fund. The Investment Adviser hereby accepts such employment andagrees 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 Investment Adviser will providegeneral management services to the Fund, including overall supervisory responsibility for the general management and investmentof the Fund’s assets, giving due consideration to the policies of the Fund as expressed in the Fund’s agreement anddeclaration of trust, by-laws, registration statement under the 1940 Act and registration statement under the Securities Act of1933, as amended (the “1933 Act”), as well as to the factors affecting the Fund’s status as a regulated investmentcompany under the Internal Revenue Code of 1986, as amended.

 

	(b)	The Investment Adviser may delegateits investment management responsibilities under paragraph 2(a), or a portion thereof, to one or more entities that are director indirect subsidiaries of the Investment Adviser or at least majority owned subsidiaries of The Capital Group Companies, Inc.and

registered as investment advisers under the Investment Advisers Actof 1940 (each a “Subsidiary”), pursuant to an agreement between the Investment Adviser and the Subsidiary (the “SubsidiaryAgreement”). Any Subsidiary to which the Investment Adviser proposes to delegate its investment management responsibilitiesmust be approved by the Fund’s Board of Trustees, including a majority of the Trustees who are not parties to this Agreementnor interested persons of any such party (“Independent Trustees”).

 

	(c)	The Investment Adviser will, subjectto review and approval of the Board of Trustees of the Fund: (i) set the Fund’s overall investment strategies; (ii) evaluate,select and recommend Subsidiaries to manage all or a part of the Fund’s assets; (iii) when appropriate, allocate and reallocatethe Fund’s assets among multiple Subsidiaries; (iv) monitor and evaluate the performance of Subsidiaries; and (v) implementprocedures reasonably designed to ensure that the Subsidiaries comply with the Fund’s investment objective, policies andrestrictions. The Investment Adviser shall be solely responsible for paying the fees of any Subsidiary.

 

	(d)	Any Subsidiary Agreement may providethat the Subsidiary, subject to the control and supervision of the Fund’s Board of Trustees and the Investment Adviser, shallhave full investment discretion for the Fund and shall make all determinations with respect to (i) the investment of the Fund’sassets assigned to the Subsidiary; (ii) the purchase and sale of portfolio securities with those assets, and (iii) any steps thatmay be necessary to implement an investment decision. Any delegation of duties pursuant to this paragraph shall comply with allapplicable provisions of Section 15 of the 1940 Act, except to the extent permitted by any exemptive order of the Securities andExchange Commission (“SEC”), or similar relief. The Investment Adviser will periodically evaluate the continued advisabilityof retaining any Subsidiary and will make recommendations to the Fund’s Board of Trustees as needed.

 

	(e)	The Investment Adviser shall furnishthe services of persons to perform the executive, administrative, clerical, and bookkeeping functions of the Fund, including thedaily determination of net asset value per share. The Investment Adviser shall pay the compensation and travel expenses of allsuch persons, and they shall serve without any additional compensation from the Fund. The Investment Adviser shall also, at itsexpense, provide the Fund with necessary office space (which may be in the offices of the Investment Adviser); all necessary officeequipment and utilities; and general purpose forms, supplies, and postage used at the offices of the Fund.

 

	(f)	The Investment Adviser shall maintainall books and records with respect to the Fund’s investment management activities that are required to be maintained pursuantto the Investment Company Act of 1940 and the rules thereunder, as well as any other applicable legal requirements. The InvestmentAdviser acknowledges and agrees that all such records are the property of the Fund,

and it shall maintain and preserve such records in accordance withapplicable law and provide such records promptly to the Fund upon request.

 

	(g)	The Investment Adviser shall prepareand submit to the Fund all data on the performance of its duties as investment adviser for required filings with governmental agenciesor for the preparation of reports to the Board of Trustees or the shareholders of the Fund.

 

	(h)	The Investment Adviser shall furnishfrom time to time such other appropriate information as may be reasonably requested by the Fund.

 

3.	The Fund shall pay all its expenses not assumedby the Investment Adviser as provided herein. Such expenses shall include, but shall not be limited to, expenses incurred in connectionwith the organization of the Fund, its qualification to do business in the State of California, and its registration as an investmentcompany under the 1940 Act; custodian, stock transfer and dividend disbursing fees and expenses; service and distribution expensespursuant 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 printingand mailing to its shareholders reports, prospectuses, proxy statements, and notices to its shareholders; taxes; expenses of theissuance, sale, redemption, or repurchase of shares of the Fund (including registration and qualification expenses); legal andauditing fees and expenses; compensation, fees, and expenses paid to Independent Trustees; association dues; and costs of any sharecertificates, stationery and forms prepared exclusively for the Fund.

 

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

 

0.21% on net assets over $60 million to $1 billion; plus

0.18% on net assets over $1 billion to $3 billion; plus

0.16% on net assets over $3 billion to $6 billion; plus

0.15% on net assets over $6 billion to $10 billion; plus

0.14% on net assets over $10 billion to $15 billion; plus

0.135% on net assets over $15 billion to $21 billion; plus

0.132% on net assets over $21 billion (“Net AssetPortion”); plus

 

2.5% on income over $8,333,333 to $25 million, plus

2% on income over $25 million to $50 million, plus

1.5% on income over $50 million (“Income Portion”).

 

	(b)	The net asset portion of 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 income portion shall be accrued daily and “gross income” for this purpose shall be determined in thesame manner as gross income is determined for and reported in financial statements and shall not include gains or losses from thesale of securities. The advisory fee shall be payable for the period commencing on the date on which operations of the Fund beginand ending 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 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 1940 Act) of theoutstanding voting securities of the Fund, on sixty (60) days’ written notice to the Investment Adviser, or by the InvestmentAdviser on like notice to the Fund. Unless sooner terminated in accordance with this provision, this Agreement shall continue untilMarch 31, 2015. It may thereafter be renewed from year to year by mutual consent, provided that such renewal shall be specificallyapproved at least annually by the Board of Trustees of the Fund, or by vote of a majority (within the meaning of the 1940 Act)of the outstanding voting securities of the Fund. In either event, any such renewal must be approved by a majority of the IndependentTrustees at a meeting called for the purpose of voting on such approval.

 

6.	This Agreement shall not be assignable byeither party hereto, and in the event of assignment (within the meaning of the 1940 Act) by the Investment Adviser shall automaticallybe terminated forthwith.

 

7.	Nothing contained in this Agreement shallbe construed to prohibit the Investment Adviser from performing investment advisory, management, or distribution services for otherinvestment companies and other persons or companies, nor to prohibit affiliates of the Investment Adviser from engaging in suchbusinesses or in other related or unrelated businesses.

 

8.	The Investment Adviser shall not be liableto the Fund or its shareholders for any error of judgment, for any mistake of law, for any loss arising out of any investment orfor any act, or omission not involving willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligationsand duties hereunder.

 

9.	The obligations of the Fund under this Agreementare not binding upon any of the Trustees, officers, employees, agents or shareholders of the Fund individually, but bind only theFund’s estate. The Investment Adviser agrees to look solely to the assets of the Fund for the satisfaction of any liabilityin 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 theirpersonal assets for such satisfaction.

 

10.	The Fund acknowledges and agrees that thenames, “American Funds” and “Capital” or any derivatives thereof or logo associated with those names arethe valuable property of the Investment Adviser and its affiliates, and that the Fund shall have the right to use such names (orderivatives or logos) only so long as this Agreement shall continue in effect. Upon termination of this Agreement the Fund shallforthwith cease to use such names (or derivatives or logos).

 

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