Bank/Trust Company Participation Agreement For Class F Shares Ladies and Gentlemen:
For Class
F Shares
Ladies
and Gentlemen:
We have
entered into a principal underwriting agreement with each Fund in The American
Funds Group (Funds) under which we are appointed exclusive agent for the sale of
Class F shares (Shares) of the Funds. You have represented that you
maintain fee-based program(s) (Program) under which you and your clients
(Clients) may purchase shares of participating open-end investment companies at
net asset value and you charge those Clients an asset-based fee or other fees
tied to the value of their holdings. You have indicated that you wish
to act as agent for your customers in connection with the purchase and
redemption of Shares of the Funds as are qualified for sale in your state for
purchase by Clients through the Program(s), subject to the terms set forth below
and in the Fund Prospectuses.
1. Authorization
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a.
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You
may offer to non-retirement plan Clients that are participating in the
Program Class F shares of the Funds only at the regular public price
currently determined by the respective Funds in the manner described in
their offering Prospectuses. The offering Prospectuses and this
Agreement set forth the terms applicable to sales of shares of the Funds
through you and all other representations or documents are
subordinate. In placing orders for the purchase and sale of
shares of the Funds, you will be acting as agent for your
customers. We shall execute transactions for each of your
customers only upon your authorization. If you will be making
the Funds available to retirement plan Clients, you may not use the Class
F shares, but rather only the Class R shares may be used. The
terms of your American Funds Bank/Trust Company Selling Group Agreement
will control that arrangement.
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b.
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If
your firm is providing trading and custodial services to other banks and
the Client purchasing Shares is a client of another bank, you may not
facilitate those transactions unless you (i) disclose the identity of the
underlying bank representing that client, and (ii) have verified with us
that the introducing bank has executed an agreement with
us. You shall also disclose the identity of any introducing
intermediary (for example, broker, consultant, or registered investment
adviser) involved in any transaction that you facilitate. The
required disclosures shall be made in such format as we mutually
agree.
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2. Compensation
for Sales of Fund Shares
In
consideration of your making Shares of the Funds available through the Program,
we will pay you compensation from the Funds’ 12b-1 Plans on a quarterly basis at
the annual rate of 0.25% of the average daily net asset value of Shares of Funds
listed on Schedule A that are held in an account assigned to you. The
payment of this compensation is subject to the limitations contained in each
Fund’s Plan of Distribution and may be varied or discontinued at any
time. You represent that you have received a legal opinion that your
receipt of 12b-1 distribution fees will not violate any applicable federal or
state laws or regulations.
3. Compensation
for Administrative Services
You may
be eligible to receive compensation for providing certain administrative
services in respect of Shares of the Funds if you meet the requirements of and
enter into a Class F Share Administrative Services Agreement with Capital
Research and Management Company.
4. Order
Processing
Any order
by you for the purchase of shares of the respective Funds through us shall be
accepted at the time when it is received by us (or any clearinghouse agency that
we may designate from time to time), and at the offering and sale price next
determined, unless rejected by us or the respective Funds. In
addition to the right to reject any order, the Funds have reserved the right to
withhold shares from sale temporarily or permanently. We will not accept any
order from you that is placed on a conditional basis or subject to any delay or
contingency prior to execution. The procedure relating to the
handling of orders shall be subject to the rules of the National Securities
Clearing Corporation (NSCC) and any instructions that we shall forward from time
to time to all members of the Selling Group. The shares purchased
will be issued by the respective Funds only against receipt of the purchase
price, in collected New York or Los Angeles Clearing House funds subject to
deduction of all compensation on such sale (reallowance of any compensation to
which you are entitled on purchases at net asset value will be paid through our
direct purchase compensation system). If payment for the shares
purchased is not received within the time limits set forth by the NSCC, the sale
may be cancelled forthwith, by us or by the respective Funds, without any
responsibility or liability on our part or on the part of the Funds, and we
and/or the respective Funds may hold you responsible for any loss, expense,
liability or damage, including loss of profit suffered by us and/or the
respective Funds resulting from your delay or failure to make payment as
aforesaid.
5. Timeliness
of Submitting Orders
You are
obliged to date and indicate the time of receipt of all orders you receive from
your customers and to transmit promptly
all
orders to us in time to provide for processing at the price next determined
after receipt by you, in accordance with the Prospectuses. You are
not to withhold placing with us orders received from any customers for the
purchase of shares. You
shall not
purchase shares through us except for the purpose of covering purchase orders
already received by you, or for your
bona fide
investment.
6. Repurchase
of Shares
If any
share is repurchased by any of the Funds or is tendered thereto for redemption
within seven business days after confirmation by us of the original purchase
order from you for such security, you shall forthwith refund to us the full
compensation paid to you on the original sale.
7. Processing
Redemption Requests
You shall
not purchase any share of any of the Funds from a record holder at a price lower
than the net asset value next determined by or for the Funds’
shares. You shall, however, be permitted to sell any shares for the
account of a shareholder of the Funds at the net asset value currently quoted by
or for the Funds’ shares, and may charge a fair service fee for handling the
transaction provided you disclose the fee to the record owner.
8. Prospectuses
and Marketing Materials
We shall
furnish you without charge reasonable quantities of offering Prospectuses
(including any supplements currently in effect) current shareholder reports of
the Funds, and sales materials issued by us from time to time. In the
purchase of shares through us, you are entitled to rely only on the information
contained in the offering Prospectus(es). You may not publish any
advertisement or distribute sales literature or other written material to the
public that makes reference to us or any of the Funds (except material that we
furnished to you) without our prior written approval.
9. Effect
of Prospectus
This
Agreement is in all respects subject to statements regarding the sale and
repurchase or redemption of shares made in offering Prospectuses of the Funds,
which shall control and override any provision to the contrary in this
Agreement. Notwithstanding any contrary provision in this Agreement,
you shall comply with the terms of the Prospectuses of the Funds.
10. Relationship
of Parties
You shall
make available shares of the Funds only through us. In no transaction
(whether of purchase or sale) shall you have any authority to act as agent for,
partner of, or participant in a joint venture with us or with the Funds or any
other entity having either a Bank Selling Group Agreement or other Agreement
with us.
11. State
Securities Qualification
We act
solely as agent for the Funds and are not responsible for qualifying the Funds
or their shares for sale in any jurisdiction. Upon written request we
will provide you with a list of the jurisdictions in which the Funds or their
shares are qualified for sale. We also are not responsible for the issuance,
form, validity, enforceability or value of Fund shares.
12. Representations
You
represent that (1) you are (a) a properly registered or licensed broker or
dealer under applicable federal and state securities laws and regulations, a
member of the National Association of Securities Dealers, Inc. (NASD), and your
membership with the NASD is not currently suspended or terminated or (b) a
"bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (or
other financial institution) and not otherwise required to register as a broker
or dealer under such Act or any state laws; and (2) to the extent you offer any
Class 529 shares, you are permitted by applicable law to offer such
shares. You agree to notify us immediately in writing if this
representation ceases to be true. You also agree that, if you are a
bank or other financial institution as set forth above, you will comply with the
applicable rules of the NASD, that you will maintain adequate records with
respect to your customers and their transactions, and that such transactions
will be without recourse against you by your customers. We recognize
that, in addition to applicable provisions of state and federal securities laws,
you may be subject to the provisions of other laws governing, among other
things, the conduct of activities by federal and state-chartered and supervised
financial institutions and their affiliated organizations. Because
you will be the only entity having a direct relationship with the customer in
connection with securities purchases hereunder, you will be responsible in that
relationship for insuring compliance with all applicable federal and state laws
and regulations relating to securities purchases hereunder.
13. Confidentiality
Each
party to this Agreement agrees to maintain all information received from the
other party pursuant to this Agreement in confidence, and each party agrees not
to use any such information for any purpose, or disclose any such information to
any person, except as permitted by applicable laws, rules and
regulations. This provision shall survive the termination of this
Agreement.
14. Termination
Either of
us may cancel this Agreement at any time by written notice to the
other.
15. Notices
All
communications to us should be sent to the above address. Any notice
to you shall be duly given if mailed or sent by overnight courier to you at the
address specified by you below.
* * * * *
Execute
this Agreement in duplicate and return one of the duplicate originals to us for
our file. This Agreement (i) may be amended by notification from us
and orders received following such notification shall be deemed to be an
acceptance of any such amendment and (ii) shall be construed in accordance with
the laws of the State of California.
Very
truly yours,
American
Funds Distributors, Inc.
By
Xxxxx
X. Xxxxxxxx
President
Accepted
Firm
By
Officer
or Partner
Address:
Date:
American
Funds
