American Funds Distributors, Inc.
|
|
American
Funds Distributors, Inc.
|
|
|
000
Xxxxx Xxxx Xxxxxx
|
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Telephone
800/000-0000, ext. 59
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 a fee-based program(s) or
you place trades for your representatives, your affiliates, or third-party
broker-dealers that maintain fee-based programs (Program or Programs) under
which your or their clients (Clients) may purchase shares of participating
open-end investment companies at net asset value. We are willing to
make available to you Shares of the Funds as are qualified for sale in your
state for purchase by Clients through the Program(s) identified on Schedule A,
subject to the terms and conditions below and the Fund
Prospectuses.
|
1.
|
Authorization to
Sell
|
You may offer to Clients that are
participating in the Program 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 your making Fund Shares available to your clients
and all other representations or documents are subordinate. If you offer Class A
shares of the Funds on a load-waived basis pursuant to an Addendum to your
American Funds Selling Group Agreement, that Addendum is terminated as to any
new accounts effective March 15, 2001. However, you may continue to
offer Class A shares of the Funds on a load-waived basis to accounts existing on
March 15, 2001.
|
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 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 agree
that if you are assigned to an account holding Class F shares of the Funds that
were converted from Class C shares of the Funds and those Class F shares are
held outside of a Program, you will pass through a portion of the fee paid under
this section to the financial adviser associated with the account.
|
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 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. If payment for the Shares purchased is not
received within three days after the date of confirmation the sale may be
cancelled, by us or by the respective Funds, without any responsibility or
liability on our part or on the part of the Funds. In such event, 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.
You shall
place orders for the purchase and redemption of Shares as described in the Class
F Shares Administrative Services Agreement with Capital Research and Management
Company.
|
5.
|
Timeliness of
Submitting Orders
|
You are obliged to date and indicate
the time of receipt of all orders you receive from your clients 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.
|
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.
|
7.
|
Prospectuses and
Marketing Materials
|
We shall furnish you without charge
reasonable quantities of offering Prospectuses, with any supplements currently
in effect, and copies of 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.
|
8.
|
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,
and to the applicable Rules of the NASD, which shall control and override any
provision to the contrary in this Agreement.
|
9.
|
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 an Agreement with us.
|
10.
|
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.
|
11.
|
Representations
|
You represent that you are (a)(i) a
properly registered or licensed broker or dealer under applicable federal and
state securities laws and regulations, (ii) a member of the NASD, and (iii) not
currently under an order suspending or terminating your membership with the
NASD, or (b) an entity that is affiliated with an NASD-registered broker-dealer
firm. You agree to notify us immediately if any of the foregoing representations
is no longer true. (The provisions of this section do not apply to a broker or
dealer located in a foreign country and doing business outside the jurisdiction
of the United States.)
|
12.
|
Termination
|
Either of us may cancel this Agreement
at any time by written notice to the other.
|
13.
|
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,
Accepted:
AMERICAN FUNDS
DISTRIBUTORS, INC.
Firm
By: By:
Officer or
Partner Xxxxx
X. Xxxxxxxx
President
Address:
Date:
