Form of PLAN OF DISTRIBUTION OF [Name of Fund]
Form
of
OF
[Name
of
Fund]
WHEREAS,
[Name of
Fund] (the "Fund") is a Massachusetts business trust which offers shares
of
beneficial interest.
WHEREAS,
American
Funds Distributors, Inc. ("AFD") will serve as distributor of the shares
of
common stock of the Fund, and the Fund and AFD are parties to a principal
underwriting agreement (the "Agreement");
WHEREAS,
the
purpose of this Plan of Distribution (the "Plan") is to authorize the Fund
to
bear expenses of distribution of its shares, including reimbursement of AFD
for
certain of its expenses incurred in connection with the Fund;
WHEREAS,
the Board
of Directors of the Fund has determined that there is a reasonable likelihood
that this Plan will benefit the Fund and its shareholders:
NOW,
THEREFORE, the
Fund adopts this Plan as follows:
1. The
Fund may expend pursuant to this Plan amounts not to exceed .30 of 1% of
the
average net assets of the Fund per annum.
2. Subject
to the limit in paragraph 1, the Fund shall pay, or reimburse AFD for, amounts
to finance any activity which is primarily intended to result in the sale
of
shares of the Fund provided that the Board of Trustees of the Fund shall
have approved categories of expenses for which payment or reimbursement shall
be
made pursuant to this paragraph 2.
3. This
Plan shall not take effect until it has been approved by vote of a majority
of
the outstanding voting securities of the Fund (as defined in the Investment
Company Act of 1940 (the "1940 Act")) and by the Board of Trustees as provided
in paragraph 4.
4. This
Plan shall not take effect until it has been approved, together with any
related
agreement, by votes of the majority of both (i) the Board of Trustees of
the
Fund and (ii) those Trustees of the Fund who are not "interested persons"
of the
Fund (as defined in the 1940 Act) and have no direct or indirect financial
interest in the operation of this Plan or any agreement related to it (the
"Independent Trustees"), cast in person at a meeting called for the purpose
of
voting on this Plan and/or such agreement.
5. At
least quarterly, the Board of Trustees shall be provided by any person
authorized to direct the disposition of monies paid or payable by the Fund
pursuant to this Plan or any related agreement, and the Board shall review
a
written report of the amounts expended pursuant to the Plan and the purposes
for
which such expenditures were made.
6. This
Plan may be terminated as to the Fund at any time by vote of a majority of
the
Independent Trustees, or by vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund. Unless sooner
terminated in accordance with this provision, this Plan shall continue in
effect
until [date]. It may thereafter be renewed from year to year in the
manner provided for in paragraph 4 hereof.
7. Any
agreement related to this Plan shall be in writing, and shall
provide:
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A.that
such
agreement may be terminated as to the Fund at any time, without
payment of
any penalty, by vote of a majority of the Independent Directors
or by a
vote of a majority of the outstanding voting securities (as defined
in the
1940 Act) of the Fund, on not more than sixty (60) days' written
notice to
any other party to the agreement;
and
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B.that
such
agreement shall terminate automatically in the event of its
assignment.
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8. This
Plan may not be amended to increase materially the maximum amount of fee
or
other distribution expenses provided for in paragraph 1 hereof with respect
to
the Fund unless such amendment is approved by the voting securities of the
Fund
in the manner provided in paragraph 3 hereof, and no material amendment to
this
Plan shall be made unless approved in the manner provided for in paragraph
4
hereof.
9. While
this Plan is in effect, the selection and nomination of Trustees of the Fund
who
are not "interested persons" of the Fund (as defined in the 1940 Act) shall
be
committed to the discretion of the Trustees who are not interested
persons.
10. If
the Fund shall at any time issue shares in more than one series, this Plan
may
be adopted, amended, continued or renewed with respect to a series as provided
herein notwithstanding such adoption, amendment, continuance or renewal has
not
been effected with respect to any one or more other series of the
Fund.
11. The
Fund shall preserve copies of this Plan and any related agreement and all
reports made pursuant to paragraph 5 hereof for a period of not less than
six
(6) years from the date of this Plan, or such agreement or reports, as the
case
may be, the first two (2) years of which such records shall be stored in
an
easily accessible place.
IN
WITNESS WHEREOF,
the Fund has caused this Plan to be executed by its officers thereunto duly
authorized, as of [date].
[Name
of
Fund]
By__________________
By_________________
Form
of
AMENDED
AND
RESTATED
of
[Name
of
Fund]
relating
to
its
CLASS
B
SHARES
WHEREAS,
[Name of
Fund] (the “Fund”) is a [Maryland Corporation][Massachusetts business
trust] that offers various classes of shares of [common
stock][beneficial interest]; and
WHEREAS,
American
Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund
(AFD and any such successor collectively are referred to as “Distributor”) will
serve as distributor of the shares of common stock of the Fund, and the Fund
and
Distributor are parties to a principal underwriting agreement (the “Agreement”);
and
WHEREAS,
the
purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to
bear expenses of distribution of its Class B shares; and
WHEREAS,
the Board
of [Directors][Trustees] of the Fund has determined that there is a reasonable
likelihood that this Plan will benefit the Fund and its
shareholders;
NOW,
THEREFORE, the
Fund adopts this Plan as follows:
1.Payments
to
Distributor. The
Fund may expend pursuant to this Plan and as set forth below an aggregate amount
not to exceed 1.00% per annum of the average net assets of the Fund’s Class B
shares. Notwithstanding the foregoing, effective March 1,
2005, the Distributor will retain the Shareholder Servicing Fee as defined
below
(after all permissible payments to third parties) only with respect to accounts
to which a broker-dealer other than the Distributor has been
assigned. The
categories
of expenses are as follows:
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a.
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Service
Fees. The Fund shall pay to the Distributor monthly in arrears
a shareholder servicing fee (the “Shareholder Servicing Fee”) at the rate
of 0.25% per annum on the Fund’s Class B shares outstanding for less than
one year. The Fund shall also pay to the Distributor quarterly
a Shareholder Servicing Fee at the rate of 0.25% per annum on Class
B
shares that are outstanding for one year or more. The
Shareholder Servicing Fee is designed to compensate Distributor for
paying
Service Fees to broker-dealers with whom Distributor has an
agreement.
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b.
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Distribution
Fees. The Fund shall pay to the Distributor monthly in arrears
its “Allocable Portion” (as described in Schedule A to this
Plan “Allocation Schedule”, and until such time as the Fund
designates a successor to AFD as distributor, the Allocable Portion
shall
equal 100%) of a fee (the “Distribution Fee”), which shall accrue each day
in an amount equal to the product of (A) the daily equivalent of
0.75% per
annum multiplied by (B) the net asset value of the Fund’s Class B shares
outstanding on each day.
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The
Distributor may
sell and assign its right to its Allocable Portion (but not its obligations
to
the Fund under the Agreement) of the Distribution Fee to a third party, and
such
transfer shall be free and clear of offsets or claims the Fund may have against
the Distributor, it being understood that the Fund is not releasing the
Distributor from any of its obligations to the Fund under the Agreement or
any
of the assets the Distributor continues to own. The Fund may agree,
at the request of the Distributor, to pay the Allocable Portion of the
Distribution Fee directly to the third party transferee.
Any
Agreement
between the Fund and the Distributor relating to the Fund’s Class B shares shall
provide that:
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(i)the
Distributor will be deemed to have performed all services required
to be
performed in order to be entitled to receive its Allocable Portion
of the
Distribution Fee payable in respect of each “Commission Share” (as defined
in the Allocation Schedule) upon the settlement date of each sale
of such
Commission Share taken into account in determining such Distributor’s
Allocable Portion of the Distribution
Fee;
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(ii)notwithstanding
anything to the contrary in this Plan or the Agreement, the Fund’s
obligation to pay the Distributor its Allocable Portion of the
Distribution Fee shall not be terminated or modified (including without
limitation, by change in the rules applicable to the conversion of
the
Class B shares into shares of another class) for any reason (including
a
termination of this Plan or the Agreement between such Distributor
and the
Fund) except:
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(a)to
the
extent required by a change in the Investment Company Act of 1940
(the
“1940 Act”), the rules and regulations under the 1940 Act, the Conduct
Rules of the National Association of Securities Dealers, Inc. (the
“NASD”), or any judicial decisions or interpretive pronouncements by the
Securities and Exchange Commission, which is either binding upon
the
Distributor or generally complied with by similarly situated distributors
of mutual fund shares, in each case enacted, promulgated, or made
after
March 15, 2000,
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(b)on
a basis
which does not alter the Distributor’s Allocable Portion of the
Distribution Fee computed with reference to Commission Shares of
the Fund,
the Date of Original Issuance (as defined in the Allocation Schedule)
of
which occurs on or prior to the adoption of such termination or
modification and with respect to Free Shares (as defined in the Allocation
Schedule) which would be attributed to the Distributor under the
Allocation Schedule with reference to such Commission Shares,
or
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(c)in
connection with a Complete Termination (as defined below) of this
Plan by
the Fund;
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(iii)the
Fund
will not take any action to waive or change any contingent deferred
sales
charge (“CDSC”) in respect to the Class B shares, the Date of Original
Issuance of which occurs on or prior to the taking of such action
except
as provided in the Fund’s prospectus or statement of additional
information on the date such Commission Share was issued, without
the
consent of the Distributor or its
assigns;
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(iv)notwithstanding
anything to the contrary in this Plan or the Agreement, none of the
termination of the Distributor’s role as principal underwriter of the
Class B shares of the Fund, the termination of the Agreement or the
termination of this Plan will terminate the Distributor’s right to its
Allocable Portion of the CDSCs in respect of Class B shares of the
Fund;
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(v)except
as
provided in (ii) above and notwithstanding anything to the contrary
in
this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s
Allocable Portion of the Distribution Fees and CDSCs payable in respect
of
the Class B shares of the Fund shall be absolute and unconditional
and
shall not be subject to dispute, offset, counterclaim or any defense
whatsoever, at law or equity, including, without limitation, any
of the
foregoing based on the insolvency or bankruptcy of the Distributor;
and
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(vi)until
the
Distributor has been paid its Allocable Portion of the Distribution
Fees
in respect of the Class B shares of the Fund, the Fund will not adopt
a
plan of liquidation in respect of the Class B shares without the
consent
of the Distributor and its assigns. For purposes of this Plan,
the term Allocable Portion of the Distribution Fees or CDSCs payable
in
respect of the Class B shares as applied to any Distributor shall
mean the
portion of such Distribution Fees or CDSCs payable in respect of
such
Class B shares of the Fund allocated to the Distributor in accordance
with
the Allocation Schedule as it relates to the Class B shares of the
Fund,
and until such time as the Fund designates a successor to AFD as
distributor, the Allocable Portion shall equal 100% of the Distribution
Fees and CDSCs. For purposes of this Plan, the term “Complete
Termination” in respect of this Plan as it relates to the Class B shares
means a termination of this Plan involving the complete cessation
of the
payment of Distribution Fees in respect of all Class B shares, the
termination of the distribution plans and principal underwriting
agreements, and the complete cessation of the payment of any asset
based
sales charge (within the meaning of the Conduct Rules of the NASD)
or
similar fees in respect of the Fund and any successor mutual fund
or any
mutual fund acquiring a substantial portion of the assets of the
Fund (the
Fund and such other mutual funds hereinafter referred to as the “Affected
Funds”) and in respect of the Class B shares and every future class of
shares (other than future classes of shares established more than
eight
years after the date of such termination) which has substantially
similar
characteristics to the Class B shares (all such classes of shares
the
“Affected Classes of Shares”) of such Affected Funds taking into account
the manner of payment and amount of asset based sales charge, CDSC
or
other similar charges borne directly or indirectly by the holders
of such
shares; provided that
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(a)the
Board
of [Directors][Trustees] of such Affected Funds, including the Independent
[Directors][Trustees] (as defined below) of the Affected Funds, shall
have
determined that such termination is in the best interest of such
Affected
Funds and the shareholders of such Affected Funds,
and
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(b)such
termination does not alter the CDSC as in effect at the time of such
termination applicable to Commission Shares of the Fund, the Date
of
Original Issuance of which occurs on or prior to such
termination.
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Notwithstanding
the
foregoing, the Distributor will retain such fees (after all permissible payments
to third parties) only with respect to accounts to which a broker-dealer other
than the Distributor has been assigned.
2.Approval
by
the Board. This Plan shall not take effect until it has been
approved, together with any related agreement, by votes of the majority of
both
(i) the Board of [Directors][Trustees] of the Fund and (ii) those
[Directors][Trustees] of the Fund who are not “interested persons” of the Fund
(as defined in the 1940 Act) and have no direct or indirect financial interest
in the operation of this Plan or any agreement related to it (the “Independent
[Directors][Trustees]”), cast in person at a meeting called for the purpose of
voting on this Plan and/or such agreement.
0.Xxxxxx
of
Expenditures. At least quarterly, the Board of
[Directors][Trustees] shall be provided by any person authorized to direct
the
disposition of monies paid or payable by the Fund pursuant to this Plan or
any
related agreement, and the Board shall review, a written report of the amounts
expended pursuant to this Plan and the purposes for which such expenditures
were
made.
4.Termination
of
Plan. This Plan may be terminated as to the Fund’s Class B shares
at any time by vote of a majority of the Independent [Directors][Trustees],
or
by vote of a majority of the outstanding Class B shares of the
Fund. Unless sooner terminated in accordance with this provision,
this Plan shall continue in effect until December 31, 2005. It may
thereafter be continued from year to year in the manner provided for in
paragraph 2 hereof.
Notwithstanding
the
foregoing or paragraph 6, below, any amendment or termination of this Plan
shall
not affect the rights of the Distributor to receive its Allocable Portion of
the
Distribution Fee, unless the termination constitutes a Complete Termination
of
this Plan as described in paragraph 1 above.
5.Requirements
of Agreement. Any Agreement related to this Plan shall be in
writing, and shall provide:
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a.
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that
such
agreement may be terminated as to the Fund at any time, without payment
of
any penalty by the vote of a majority of the Independent
[Directors][Trustees] or by a vote of a majority of the outstanding
Class
B shares of the Fund, on not more than sixty (60) days’ written notice to
any other party to the agreement;
and
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b.
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that
such
agreement shall terminate automatically in the event of its
assignment.
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6. Amendment. This
Plan may not be amended to increase materially the maximum amount of fee or
other distribution expenses provided for in paragraph 1 hereof with respect
to
the Class B shares of the Fund unless such amendment is approved by vote of
a
majority of the outstanding voting securities of the Class B shares of the
Fund
and as provided in paragraph 2 hereof, and no other material amendment to this
Plan shall be made unless approved in the manner provided for in paragraph
2
hereof.
7. Nomination
of [Directors][Trustees]. While this Plan is in effect, the
selection and nomination of Independent [Directors][Trustees] shall be committed
to the discretion of the Independent [Directors][Trustees] of the
Fund.
8. Issuance
of Series of Shares. If the Fund shall at any time issue shares
in more than one series, this Plan may be adopted, amended, continued or renewed
with respect to a series as provided herein, notwithstanding that such adoption,
amendment, continuance or renewal has not been effected with respect to any
one
or more other series of the Fund.
9. Record
Retention. The Fund shall preserve copies of this Plan and any
related agreement and all reports made pursuant to paragraph 3 hereof for not
less than six (6) years from the date of this Plan, or such agreement or
reports, as the case may be, the first two (2) years of which such records
shall
be stored in an easily accessible place.
IN
WITNESS WHEREOF,
the Fund has caused this Plan to be executed by its officers thereunto duly
authorized, as of [ date], 2005.
[Name
of
Fund]
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By
______________________________
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By
______________________________
SCHEDULE
A
to
the
[Name
of
Fund]
relating
to its
Class B shares
ALLOCATION
SCHEDULE
The
following
relates solely to Class B shares.
The
Distributor's
Allocable Portion of Distribution Fees and CDSCs in respect of Class B shares
shall be 100% until such time as the Distributor shall cease to serve as
exclusive distributor of Class B shares; thereafter, collections that constitute
CDSCs and Distribution Fees relating to Class B shares shall be allocated among
the Distributor and any successor distributor ("Successor Distributor")
in accordance with this Schedule.
Defined
terms used
in this Schedule and not otherwise defined herein shall have the meanings
assigned to them in the Amended and Restated Principal Underwriting Agreement
(the “Distribution Agreement”), of which this Schedule is a part. As
used herein the following terms shall have the meanings indicated:
"Commission
Share" means each B share issued under circumstances which would normally
give rise to an obligation of the holder of such share to pay a CDSC upon
redemption of such share (including, without limitation, any B share issued
in
connection with a permitted free exchange), and any such share shall continue
to
be a Commission Share of the applicable Fund prior to the redemption (including
a redemption in connection with a permitted free exchange) or conversion of
such
share, even though the obligation to pay the CDSC may have expired or conditions
for waivers thereof may exist.
"Date
of
Original Issuance" means in respect of any Commission Share, the date with
reference to which the amount of the CDSC payable on redemption thereof, if
any,
is computed.
"Free
Share"
means, in respect of a Fund, each B share of the Fund, other than a Commission
Share (including, without limitation, any B share issued in connection with
the
reinvestment of dividends or capital gains).
"Inception
Date" means in respect of a Fund, the first date on which the Fund issued
shares.
"Net
Asset
Value" means the net asset value determined as set forth in the Prospectus
of each Fund.
"Omnibus
Share" means, in respect of a Fund, a Commission Share or Free Share sold by
one of the selling agents listed on [Exhibit I]. If, subsequent to
the Successor Distributor becoming exclusive distributor of the Class B shares,
the Distributor reasonably determines that the transfer agent is able to track
all Commission Shares and Free Shares sold by any of the selling agents listed
on Exhibit I in the same manner as Commission Shares and Free Shares are
currently tracked in respect of selling agents not listed on Exhibit I, then
Exhibit I shall be amended to delete such selling agent from Exhibit I so that
Commission Shares and Free Shares sold by such selling agent will no longer
be
treated as Omnibus Shares.
PART
I: ATTRIBUTION OF CLASS B SHARES
Class
B shares that
are outstanding from time to time, shall be attributed to the Distributor and
each Successor Distributor in accordance with the following rules;
(1) Commission
Shares other than Omnibus Shares:
(a) Commission
Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed
to the Distributor shall be those Non-Omnibus Commission Shares the date of
Original Issuance of which occurred on or after the Inception Date of the
applicable Fund and on or prior to the date the Distributor ceased to be
exclusive distributor of Class B shares of the Fund.
(b) Non-Omnibus
Commission Shares attributable to each Successor Distributor shall be those
Non-Omnibus Commission Shares the Date of Original Issuance of which occurs
after the date such Successor Distributor became the exclusive distributor
of
Class B shares of the Fund and on or prior to the date such Successor
Distributor ceased to be the exclusive distributor of Class B shares of the
Fund.
(c) A
Non-Omnibus Commission Share of a Fund issued in consideration of the investment
of proceeds of the redemption of a Non-Omnibus Commission Share of another
Fund
(the "Redeeming Fund") in connection with a permitted free exchange, is
deemed to have a Date of Original Issuance identical to the Date of Original
Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any
such
Commission Share will be attributed to the Distributor or Successor Distributor
based upon such Date of Original Issuance in accordance with rules (a) and
(b)
above.
(2) Free
Shares:
Free
Shares that
are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any
date shall be attributed to the Distributor or a Successor Distributor, as
the
case may be, in the same proportion that the Non-Omnibus Commission Shares
of a
Fund outstanding on such date are attributed to each on such date;
provided that if the Distributor and its transferees reasonably
determines that the transfer agent is able to produce monthly reports that
track
the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free
Shares shall be allocated pursuant to clause 1(a), (b) and (c)
above.
(3) Omnibus
Shares:
Omnibus
Shares of a
Fund outstanding on any date shall be attributed to the Distributor or a
Successor Distributor, as the case may be, in the same proportion that the
Non-Omnibus Commission Shares of the applicable Fund outstanding on such date
are attributed to it on such date; provided that if the Distributor
reasonably determines that the transfer agent is able to produce monthly reports
that track the Date of Original Issuance for the Omnibus Shares, then the
Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c)
above.
PART
II: ALLOCATION OF CDSCs
(1) CDSCs
Related to the Redemption of Non-Omnibus Commission Shares:
CDSCs
in respect of
the redemption of Non-Omnibus Commission Shares shall be allocated to
the Distributor or a Successor Distributor depending upon whether the related
redeemed Commission Share is attributable to the Distributor or such Successor
Distributor, as the case may be, in accordance with Part I above.
(2) CDSCs
Related to the Redemption of Omnibus Shares:
CDSCs
in respect of
the redemption of Omnibus Shares shall be allocated to the Distributor or a
Successor Distributor in the same proportion that CDSCs related to the
redemption of Commission Shares are allocated to each thereof; provided,
that if the Distributor reasonably determines that the transfer agent is able
to
produce monthly reports which track the Date of Original Issuance for the
Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares
shall be allocated among the Distributor and any Successor Distributor depending
on whether the related redeemed Omnibus Share is attributable to the Distributor
or a Successor Distributor, as the case may be, in accordance with Part I
above.
PART
III: ALLOCATION OF DISTRIBUTION FEE
Assuming
that the
Distribution Fee remains constant over time so that Part IV hereof does not
become operative:
(1) The
portion of the aggregate Distribution Fee accrued in respect of all Class B
shares of a Fund during any calendar month allocable to the Distributor or
a
Successor Distributor is determined by multiplying the total of such
Distribution Fee by the following fraction:
(A
+
C)/2
(B
+
D)/2
where:
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A=
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The
aggregate
Net Asset Value of all Class B shares of a Fund attributed to the
Distributor or such Successor Distributor, as the case may be, and
outstanding at the beginning of such calendar
month
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B=
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The
aggregate
Net Asset Value of all Class B shares of a Fund at the beginning
of such
calendar month
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C=
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The
aggregate
Net Asset Value of all Class B shares of a Fund attributed to the
Distributor or such Successor Distributor, as the case may be, and
outstanding at the end of such calendar
month
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D=
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The
aggregate
Net Asset Value of all Class B shares of a Fund at the end of such
calendar month
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(2) If
the Distributor reasonably determines that the transfer agent is able to produce
automated monthly reports that allocate the average Net Asset Value of the
Commission Shares (or all Class B shares if available) of a Fund among the
Distributor and any Successor Distributor in a manner consistent with the
methodology detailed in Part I and Part III(1) above, the portion of the
Distribution Fee accrued in respect of all such Class B shares of a Fund during
a particular calendar month will be allocated to the Distributor or a Successor
Distributor by multiplying the total of such Distribution Fee by the following
fraction:
(A)/(B)
where:
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A=
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Average
Net
Asset Value of all such Class B shares of a Fund for such calendar
month
attributed to the Distributor or a Successor Distributor, as the
case may
be
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B=
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Total
average
Net Asset Value of all such Class B shares of a Fund for such calendar
month
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PART
IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH
SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION
The
parties to the
Distribution Agreement recognize that, if the terms of any distributor's
contract, any distribution plan, any prospectus, the Conduct Rules or any other
applicable law change so as to disproportionately reduce, in a manner
inconsistent with the intent of this Distribution Agreement, the amount of
the
Distributor's Allocable Portion or any Successor Distributor's Allocable Portion
had no such change occurred, the definitions of the Distributor's Allocable
Portion and/or the Successor Distributor's Allocable Portion in respect of
the
Class B shares relating to a Fund shall be adjusted by agreement among the
relevant parties; provided, however, if the Distributor, the
Successor Distributor and the Fund cannot agree within thirty (30) days after
the date of any such change in applicable laws or in any distributor's contract,
distribution plan, prospectus or the Conduct Rules, they shall submit the
question to arbitration in accordance with the commercial arbitration rules
of
the American Arbitration Association and the decision reached by the arbitrator
shall be final and binding on each of them.
Form
of
AMENDED
AND
RESTATED
of
[Name
of
Fund]
relating
to
its
CLASS
C
SHARES
WHEREAS,
[Name of
Fund] (the “Fund”) is a [Maryland Corporation][Massachusetts business trust]
that offers various classes of shares of [common stock][shares of beneficial
interest]; and
WHEREAS,
American
Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund
(AFD and any such successor collectively are referred to as “Distributor”) will
serve as distributor of the shares of common stock of the Fund, and the Fund
and
Distributor are parties to a principal underwriting agreement (the “Agreement”);
and
WHEREAS,
the
purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to
bear expenses of distribution of its Class C shares; and
WHEREAS,
the Board
of [Directors][Trustees] of the Fund has determined that there is a reasonable
likelihood that this Plan will benefit the Fund and its
shareholders;
NOW,
THEREFORE, the
Fund adopts this Plan as follows:
1.Payments
to
Distributor. The Fund may expend pursuant to this Plan and as set
forth below an aggregate amount not to exceed 1.00% per annum of the average
net
assets of the Fund’s Class C shares. The categories of expenses are as
follows:
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a.
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Service
Fees. The Fund shall pay to the Distributor no more frequently
than monthly in arrears a service fee (the “Service Fee”), which shall
accrue daily in an amount equal to the daily equivalent of 0.25%
per annum
of the net asset value of the Fund’s Class C shares outstanding on each
day. The Service Fee compensates the Distributor for paying
service-related expenses, including Service Fees to others in respect
of
Class C shares of the Fund.
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b.
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Distribution
Fees. The Fund shall pay to the Distributor no more frequently
than monthly in arrears its “Allocable Portion” (as described in Schedule
A to this Plan “Allocation Schedule”, and until such time as
the Fund designates a successor to AFD as distributor, the Allocable
Portion shall equal 100%) of a fee (the “Distribution Fee”), which shall
accrue daily in an amount equal to the daily equivalent of 0.75%
per annum
of the net asset value of the Fund’s Class C shares outstanding on each
day. The Distribution Fee compensates the Distributor for
providing distribution and sales-related services in respect of Class
C
shares of the Fund.
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The
Distributor may
sell and assign its right to its Allocable Portion (but not its obligations
to
the Fund under the Agreement) of the Distribution Fee to a third party, and
such
transfer shall be free and clear of offsets or claims the Fund may have against
the Distributor, it being understood that the Fund is not releasing the
Distributor from any of its obligations to the Fund under the Agreement or
any
of the assets the Distributor continues to own. The Fund may agree,
at the request of the Distributor, to pay the Allocable Portion of the
Distribution Fee directly to the third party transferee.
Any
Agreement
between the Fund and the Distributor relating to the Fund’s Class C shares shall
provide that:
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(i)the
Distributor will be deemed to have performed all services required
to be
performed in order to be entitled to receive its Allocable Portion
of the
Distribution Fee payable in respect of each “Commission Share” (as defined
in the Allocation Schedule) upon the settlement date of each sale
of such
Commission Share taken into account in determining such Distributor’s
Allocable Portion of the Distribution
Fee;
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(ii)notwithstanding
anything to the contrary in this Plan or the Agreement, the Fund’s
obligation to pay the Distributor its Allocable Portion of the
Distribution Fee shall not be terminated or modified (including without
limitation, by change in the rules applicable to the conversion of
the
Class C shares into shares of another class) for any reason (including
a
termination of this Plan or the Agreement between such Distributor
and the
Fund) except:
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(a)to
the
extent required by a change in the Investment Company Act of 1940
(the
“1940 Act”), the rules and regulations under the 1940 Act, the Conduct
Rules of the National Association of Securities Dealers, Inc. (the
“NASD”), or any judicial decisions or interpretive pronouncements by the
Securities and Exchange Commission, which is either binding upon
the
Distributor or generally complied with by similarly situated distributors
of mutual fund shares, in each case enacted, promulgated, or made
after
March 15, 2001,
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(b)on
a basis
which does not alter the Distributor’s Allocable Portion of the
Distribution Fee computed with reference to Commission Shares of
the Fund,
the Date of Original Issuance (as defined in the Allocation Schedule)
of
which occurs on or prior to the adoption of such termination or
modification and with respect to Free Shares (as defined in the Allocation
Schedule) which would be attributed to the Distributor under the
Allocation Schedule with reference to such Commission Shares,
or
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(c)in
connection with a Complete Termination (as defined below) of this
Plan by
the Fund;
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(iii)the
Fund
will not take any action to waive or change any contingent deferred
sales
charge (“CDSC”) in respect of the Class C shares, the Date of Original
Issuance of which occurs on or prior to the taking of such action
except
as provided in the Fund’s prospectus or statement of additional
information on the date such Commission Share was issued, without
the
consent of the Distributor or its
assigns;
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(iv) notwithstanding
anything to the contrary in this Plan or the Agreement, none of the
termination of the Distributor’s role as principal underwriter of the
Class C shares of the Fund, the termination of the Agreement or the
termination of this Plan will terminate the Distributor’s right to its
Allocable Portion of the CDSCs in respect of Class C shares of the
Fund;
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(v)except
as
provided in (ii) above and notwithstanding anything to the contrary
in
this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s
Allocable Portion of the Distribution Fees and CDSCs payable in respect
of
the Class C shares of the Fund shall be absolute and unconditional
and
shall not be subject to dispute, offset, counterclaim or any defense
whatsoever, at law or equity, including, without limitation, any
of the
foregoing based on the insolvency or bankruptcy of the Distributor;
and
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(vi)until
the
Distributor has been paid its Allocable Portion of the Distribution
Fees
in respect of the Class C shares of the Fund, the Fund will not adopt
a
plan of liquidation in respect of the Class C shares without the
consent
of the Distributor and its assigns. For purposes of this Plan,
the term Allocable Portion of the Distribution Fees or CDSCs payable
in
respect of the Class C shares as applied to any Distributor shall
mean the
portion of such Distribution Fees or CDSCs payable in respect of
such
Class C shares of the Fund allocated to the Distributor in accordance
with
the Allocation Schedule as it relates to the Class C shares of the
Fund,
and until such time as the Fund designates a successor to AFD as
distributor, the Allocable Portion shall equal 100% of the Distribution
Fees and CDSCs. For purposes of this Plan, the term “Complete
Termination” in respect of this Plan as it relates to the Class C shares
means a termination of this Plan involving the complete cessation
of the
payment of Distribution Fees in respect of all Class C shares, the
termination of the distribution plans and principal underwriting
agreements, and the complete cessation of the payment of any asset
based
sales charge (within the meaning of the Conduct Rules of the NASD)
or
similar fees in respect of the Fund and any successor mutual fund
or any
mutual fund acquiring a substantial portion of the assets of the
Fund (the
Fund and such other mutual funds hereinafter referred to as the “Affected
Funds”) and in respect of the Class C shares and every future class of
shares (other than future classes of shares established more than
one year
after the date of such termination) which has substantially similar
characteristics to the Class C shares (all such classes of shares
the
“Affected Classes of Shares”) of such Affected Funds taking into account
the manner of payment and amount of asset based sales charge, CDSC
or
other similar charges borne directly or indirectly by the holders
of such
shares; provided that
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(a)the
Board
of [Directors][Trustees] of such Affected Funds, including the Independent
[Directors][Trustees] (as defined below) of the Affected Funds, shall
have
determined that such termination is in the best interest of such
Affected
Funds and the shareholders of such Affected Funds,
and
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(b)such
termination does not alter the CDSC as in effect at the time of such
termination applicable to Commission Shares of the Fund, the Date
of
Original Issuance of which occurs on or prior to such
termination.
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Notwithstanding
the
foregoing, the Distributor will retain such fees (after all permissible payments
to third parties) only with respect to accounts to which a broker-dealer other
than the Distributor has been assigned.
2.Approval
by
the Board. This Plan shall not take effect until it has been
approved, together with any related agreement, by votes of the majority of
both
(i) the Board of [Directors][Trustees] of the Fund and (ii) those
[Directors][Trustees] of the Fund who are not “interested persons” of the Fund
(as defined in the 1940 Act) and have no direct or indirect financial interest
in the operation of this Plan or any agreement related to it (the “Independent
[Directors][Trustees]”), cast in person at a meeting called for the purpose of
voting on this Plan and/or such agreement.
0.Xxxxxx
of
Expenditures. At least quarterly, the Board of
[Directors][Trustees] shall be provided by any person authorized to direct
the
disposition of monies paid or payable by the Fund pursuant to this Plan or
any
related agreement, and the Board shall review, a written report of the amounts
expended pursuant to this Plan and the purposes for which such expenditures
were
made.
4.Termination
of
Plan. This Plan may be terminated as to the Fund’s Class C shares
at any time by vote of a majority of the Independent [Directors][Trustees],
or
by vote of a majority of the outstanding Class C shares of the
Fund. Unless sooner terminated in accordance with this provision,
this Plan shall continue in effect until December 31, 2005. It may
thereafter be continued from year to year in the manner provided for in
paragraph 2 hereof.
Notwithstanding
the
foregoing or paragraph 6, below, any amendment or termination of this Plan
shall
not affect the rights of the Distributor to receive its Allocable Portion of
the
Distribution Fee, unless the termination constitutes a Complete Termination
of
this Plan as described in paragraph 1 above.
5.Requirements
of Agreement. Any Agreement related to this Plan shall be in
writing, and shall provide:
a. that
such agreement may be terminated as to the Fund at any time, without payment
of
any penalty by the vote of a majority of the Independent [Directors][Trustees]
or by a vote of a majority of the outstanding Class C shares of the Fund, on
not
more than sixty (60) days’ written notice to any other party to the agreement;
and
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b.that
such
agreement shall terminate automatically in the event of its
assignment.
|
6.Amendment. This
Plan may not be amended to increase materially the maximum amount of fees or
other distribution expenses provided for in paragraph 1 hereof with respect
to
the Class C shares of the Fund unless such amendment is approved by vote of
a
majority of the outstanding voting securities of the Class C shares of the
Fund
and as provided in paragraph 2 hereof, and no other material amendment to this
Plan shall be made unless approved in the manner provided for in paragraph
2
hereof.
7.Nomination
of
[Directors][Trustees]. While this Plan is in effect, the
selection and nomination of Independent [Directors][Trustees] shall be committed
to the discretion of the Independent [Directors][Trustees] of the
Fund.
8.Issuance
of
Series of Shares. If the Fund shall at any time issue shares in
more than one series, this Plan may be adopted, amended, continued or renewed
with respect to a series as provided herein, notwithstanding that such adoption,
amendment, continuance or renewal has not been effected with respect to any
one
or more other series of the Fund.
9.Record
Retention. The Fund shall preserve copies of this Plan and any
related agreement and all reports made pursuant to paragraph 3 hereof for not
less than six (6) years from the date of this Plan, or such agreement or
reports, as the case may be, the first two (2) years of which such records
shall
be stored in an easily accessible place.
IN
WITNESS WHEREOF,
the Fund has caused this Plan to be executed by its officers thereunto duly
authorized, as of [ date ], 2005.
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[Name
of
Fund]
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By
______________________________
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By
______________________________
|
SCHEDULE
A
to
the
[Name
of
Fund]
relating
to its
Class C shares
ALLOCATION
SCHEDULE
The
following
relates solely to Class C shares.
The
Distributor's
Allocable Portion of Distribution Fees and CDSCs in respect of Class C shares
shall be 100% until such time as the Distributor shall cease to serve as
exclusive distributor of Class C shares; thereafter, collections that constitute
CDSCs and Distribution Fees relating to Class C shares shall be allocated among
the Distributor and any successor distributor ("Successor Distributor")
in accordance with this Schedule. At such time as the Distributor’s Allocable
Portion of the Distribution Fees equals zero, the Successor Distributor shall
become the Distributor for purposes of this Allocation Schedule.
Defined
terms used
in this Schedule and not otherwise defined herein shall have the meanings
assigned to them in the Amended and Restated Principal Underwriting Agreement
(the “Distribution Agreement”), of which this Schedule is a part. As
used herein the following terms shall have the meanings indicated:
"Commission
Share" means each C share issued under circumstances which would normally
give rise to an obligation of the holder of such share to pay a CDSC upon
redemption of such share (including, without limitation, any C share issued
in
connection with a permitted free exchange), and any such share shall continue
to
be a Commission Share of the applicable Fund prior to the redemption (including
a redemption in connection with a permitted free exchange) or conversion of
such
share, even though the obligation to pay the CDSC may have expired or conditions
for waivers thereof may exist.
"Date
of
Original Issuance" means in respect of any Commission Share, the date with
reference to which the amount of the CDSC payable on redemption thereof, if
any,
is computed.
"Free
Share"
means, in respect of a Fund, each C share of the Fund, other than a Commission
Share (including, without limitation, any C share issued in connection with
the
reinvestment of dividends or capital gains).
"Inception
Date" means in respect of a Fund, the first date on which the Fund issued
shares.
"Net
Asset
Value" means the net asset value determined as set forth in the Prospectus
of each Fund.
"Omnibus
Share" means, in respect of a Fund, a Commission Share or Free Share sold by
one of the selling agents maintaining shares in an omnibus account (“Omnibus
Selling Agents”). If, subsequent to the Successor Distributor
becoming exclusive distributor of the Class C shares, the Distributor reasonably
determines that the transfer agent is able to track all Commission Shares and
Free Shares sold by any of the Omnibus Selling Agents in the same manner that
Non-Omnibus Commission Shares and Free Shares (defined below) are currently
tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated
as
Commission Shares and Free Shares.
PART
I: ATTRIBUTION OF CLASS C SHARES
Class
C shares that
are outstanding from time to time, shall be attributed to the Distributor and
each Successor Distributor in accordance with the following rules;
(1)Commission
Shares other than Omnibus Shares:
(a)Commission
Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed
to the Distributor shall be those Non-Omnibus Commission Shares (i) the date
of
Original Issuance of which occurred on or after the Inception Date of the
applicable Fund and on or prior to the date the Distributor ceased to be
exclusive distributor of Class C shares of the Fund and (ii) that are subject
to
a CDSC (without regard to any conditions for waivers thereof).
(b)Non-Omnibus
Commission Shares attributable to each Successor Distributor shall be those
Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurs
after the date such Successor Distributor became the exclusive distributor
of
Class C shares of the Fund and on or prior to the date such Successor
Distributor ceased to be the exclusive distributor of Class C shares of the
Fund
and (ii) that are subject to a CDSC (without regard to any conditions for
waivers thereof).
(c)A
Non-Omnibus
Commission Share of a Fund issued in consideration of the investment of proceeds
of the redemption of a Non-Omnibus Commission Share of another Fund (the
"Redeeming Fund") in connection with a permitted free exchange, is deemed
to have a Date of Original Issuance identical to the Date of Original Issuance
of the Non-Omnibus Commission Share of the Redeeming Fund, and any such
Commission Share will be attributed to the Distributor or Successor Distributor
based upon such Date of Original Issuance in accordance with rules (a) and
(b)
above.
(2)Free
Shares:
Free
Shares that
are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any
date shall be attributed to the Distributor or a Successor Distributor, as
the
case may be, in the same proportion that the Non-Omnibus Commission Shares
of a
Fund outstanding on such date are attributed to each on such date;
provided that if the Distributor and its transferees reasonably
determines that the transfer agent is able to produce monthly reports that
track
the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free
Shares shall be allocated pursuant to clause 1(a), (b) and (c)
above.
(3)Omnibus
Shares:
Omnibus
Shares of a
Fund outstanding on any date shall be attributed to the Distributor or a
Successor Distributor, as the case may be, in the same proportion that the
Non-Omnibus Commission Shares of the applicable Fund outstanding on such date
are attributed to it on such date; provided that if the Distributor
reasonably determines that the transfer agent is able to produce monthly reports
that track the Date of Original Issuance for the Omnibus Shares, then the
Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c)
above.
PART
II: ALLOCATION OF CDSCs
(1)CDSCs
Related
to the Redemption of Non-Omnibus Commission Shares:
CDSCs
in respect of
the redemption of Non-Omnibus Commission Shares shall be allocated to the
Distributor or a Successor Distributor depending upon whether the related
redeemed Commission Share is attributable to the Distributor or such Successor
Distributor, as the case may be, in accordance with Part I above.
(2)CDSCs
Related
to the Redemption of Omnibus Shares:
CDSCs
in respect of
the redemption of Omnibus Shares shall be allocated to the Distributor or a
Successor Distributor in the same proportion that CDSCs related to the
redemption of Non-Omnibus Commission Shares are allocated to each thereof;
provided, that if the Distributor reasonably determines that the transfer
agent is able to produce monthly reports which track the Date of Original
Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption
of
Omnibus Shares shall be allocated among the Distributor and any Successor
Distributor depending on whether the related redeemed Omnibus Share is
attributable to the Distributor or a Successor Distributor, as the case may
be,
in accordance with Part I above.
PART
III: ALLOCATION OF DISTRIBUTION FEE
Assuming
that the
Distribution Fee remains constant over time so that Part IV hereof does not
become operative:
(1)The
portion of
the aggregate Distribution Fee accrued in respect of all Class C shares of
a
Fund during any calendar month allocable to the Distributor or a Successor
Distributor is determined by multiplying the total of such Distribution Fee
by
the following fraction:
(A
+
C)/2
(B
+
D)/2
where:
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A=The
aggregate Net Asset Value of all Class C shares of a Fund attributed
to
the Distributor or such Successor Distributor, as the case may be,
and
outstanding at the beginning of such calendar
month
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B=The
aggregate Net Asset Value of all Class C shares of a Fund at the
beginning
of such calendar month
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C=The
aggregate Net Asset Value of all Class C shares of a Fund attributed
to
the Distributor or such Successor Distributor, as the case may be,
and
outstanding at the end of such calendar
month
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D=The
aggregate Net Asset Value of all Class C shares of a Fund at the
end of
such calendar month
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(2)If
the
Distributor reasonably determines that the transfer agent is able to produce
automated monthly reports that allocate the average Net Asset Value of the
Commission Shares (or all Class C shares if available) of a Fund among the
Distributor and any Successor Distributor in a manner consistent with the
methodology detailed in Part I and Part III(1) above, the portion of the
Distribution Fee accrued in respect of all such Class C shares of a Fund during
a particular calendar month will be allocated to the Distributor or a Successor
Distributor by multiplying the total of such Distribution Fee by the following
fraction:
(A)/(B)
where:
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A=Average
Net
Asset Value of all such Class C shares of a Fund for such calendar
month
attributed to the Distributor or a Successor Distributor, as the
case may
be
|
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|
B=Total
average Net Asset Value of all such Class C shares of a Fund for
such
calendar month
|
PART
IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH
SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION
The
parties to the
Distribution Agreement recognize that, if the terms of any distributor's
contract, any distribution plan, any prospectus, the Conduct Rules or any other
applicable law change so as to disproportionately reduce, in a manner
inconsistent with the intent of this Distribution Agreement, the amount of
the
Distributor's Allocable Portion or any Successor Distributor's Allocable Portion
had no such change occurred, the definitions of the Distributor's Allocable
Portion and/or the Successor Distributor's Allocable Portion in respect of
the
Class C shares relating to a Fund shall be adjusted by agreement among the
relevant parties; provided, however, if the Distributor, the
Successor Distributor and the Fund cannot agree within thirty (30) days after
the date of any such change in applicable laws or in any distributor's contract,
distribution plan, prospectus or the Conduct Rules, they shall submit the
question to arbitration in accordance with the commercial arbitration rules
of
the American Arbitration Association and the decision reached by the arbitrator
shall be final and binding on each of them.
Form
of
AMENDED
AND
RESTATED
of
[Name
of
Fund]
relating
to
its
CLASS
F
SHARES
WHEREAS,
[Name of
Fund] (the “Fund”) is a [Maryland Corporation][Massachusets business trust] that
offers various classes of shares of [common stock][beneficial interest];
and
WHEREAS,
American
Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund
(AFD and any such successor collectively are referred to as “Distributor”) will
serve as distributor of the shares of [common stock][beneficial interest] of
the
Fund, and the Fund and Distributor are parties to a principal underwriting
agreement (the “Agreement”); and
WHEREAS,
the
purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to
bear expenses of distribution of its Class F shares; and
WHEREAS,
the Board
of [Directors][Trustees] of the Fund has determined that there is a reasonable
likelihood that this Plan will benefit the Fund and its
shareholders;
NOW,
THEREFORE, the
Fund adopts this Plan as follows:
1.Payments
to
Distributor. The Fund may expend pursuant to this Plan and as set
forth below an aggregate amount not to exceed 0.50% per annum of the average
net
assets of the Fund’s Class F shares.
The
categories
of expenses permitted under this Plan include service fees (“Service
Fees”) and distribution fees (“Distribution Fees”), each in an amount not to
exceed 0.25% per annum of the average net assets of the Fund’s Class F shares.
The actual amounts paid shall be determined by the Board of
[Directors][Trustees]. The Service Fee compensates the Distributor
for service-related expenses, including paying Service Fees to others in respect
of Class F shares of the Fund. The Distribution Fee compensates the
Distributor for providing distribution services in respect of Class F shares
of
the Fund.
Notwithstanding
the
foregoing, the Distributor will retain such fees (after all permissible payments
to third parties) only with respect to accounts to which a broker-dealer other
than the Distributor has been assigned.
2.Approval
by
the Board. This Plan shall not take effect until it has been
approved, together with any related agreement, by votes of the majority of
both
(i) the Board of [Directors][Trustees] of the Fund and (ii) those
[Directors][Trustees] of the Fund who are not “interested persons” of the Fund
(as defined in the Investment Company Act of 1940) and have no direct or
indirect financial interest in the operation of this Plan or any agreement
related to it (the “Independent [Directors][Trustees]”), cast in person at a
meeting called for the purpose of voting on this Plan and/or such
agreement.
0.Xxxxxx
of
Expenditures. At least quarterly, the Board of
[Directors][Trustees] shall be provided by any person authorized to direct
the
disposition of monies paid or payable by the Fund pursuant to this Plan or
any
related agreement, and the Board shall review, a written report of the amounts
expended pursuant to this Plan and the purposes for which such expenditures
were
made.
4.Termination
of
Plan. This Plan may be terminated as to the Fund’s Class F shares
at any time by vote of a majority of the Independent [Directors][Trustees],
or
by vote of a majority of the outstanding Class F shares of the
Fund. Unless sooner terminated in accordance with this provision,
this Plan shall continue in effect until December 31, 2005. It may
thereafter be continued from year to year in the manner provided for in
paragraph 2 hereof.
5.Requirements
of Agreement. Any Agreement related to this Plan shall be in
writing, and shall provide:
a. that
such agreement may be terminated as to the Fund at any time, without payment
of
any penalty by the vote of a majority of the Independent [Directors][Trustees]
or by a vote of a majority of the outstanding Class F shares of the Fund, on
not
more than sixty (60) days’ written notice to any other party to the agreement;
and
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b.that
such
agreement shall terminate automatically in the event of its
assignment.
|
6.Amendment. This
Plan may not be amended to increase materially the maximum amount of fees or
other distribution expenses provided for in paragraph 1 hereof with respect
to
the Class F shares of the Fund unless such amendment is approved by vote of
a
majority of the outstanding voting securities of the Class F shares of the
Fund
and as provided in paragraph 2 hereof, and no other material amendment to this
Plan shall be made unless approved in the manner provided for in paragraph
2
hereof.
7.Nomination
of
[Directors][Trustees]. While this Plan is in effect, the
selection and nomination of Independent [Directors][Trustees] shall be committed
to the discretion of the Independent [Directors][Trustees] of the
Fund.
8.Issuance
of
Series of Shares. If the Fund shall at any time issue shares in
more than one series, this Plan may be adopted, amended, continued or renewed
with respect to a series as provided herein, notwithstanding that such adoption,
amendment, continuance or renewal has not been effected with respect to any
one
or more other series of the Fund.
9.Record
Retention. The Fund shall preserve copies of this Plan and any
related agreement and all reports made pursuant to paragraph 3 hereof for not
less than six (6) years from the date of this Plan, or such agreement or
reports, as the case may be, the first two (2) years of which such records
shall
be stored in an easily accessible place.
IN
WITNESS WHEREOF,
the Fund has caused this Plan to be executed by its officers thereunto duly
authorized, as of [ date ], 2005.
|
|
[Name
of
Fund]
|
|
|
By
______________________________
|
|
|
By
______________________________
|
