PLAN OF DISTRIBUTION
OF
FUNDAMENTAL INVESTORS, INC.
WHEREAS, Fundamental Investors, Inc. (the "Fund") is a Maryland corporation
which offers shares of common stock;
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 its expenses in the promotion of the sale of shares of
the Fund, pursuant to the Agreement; and
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 .25 of 1%
of the average daily net assets of the Fund per annum.
2. Subject to the limit in paragraph 1, the Fund shall pay, or reimburse AFD
for, amounts expended to finance any activity which is primarily intended to
result in the sale of shares of the Fund including, but not limited to,
commissions or other payments to dealers and salaries and other expenses
relating to selling or servicing efforts; PROVIDED, (i) that the Board of
Directors of the Fund shall have approved categories of expenses for which
payment or reimbursement shall be made pursuant to this paragraph 2, and (ii)
that reimbursement shall be made in accordance with the terms of the Agreement.
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 Directors
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
Directors of the Fund and (ii) those Directors of the Fund who are not
"interested persons" of the Fund (as defined in the 0000 Xxx) and have no
direct or indirect financial interest in the operation of this Plan or any
agreement related to it (the "Qualified Directors"), 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 Directors 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 Qualified Directors, or by vote of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of the Fund. Unless
sooner terminated in accordance with this provision, this Plan shall continue
in effect until March 31, 1991. 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:
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 Qualified Directors or by
a vote of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of the Fund, on not more than sixty (60) days' written notice to any
other party to the agreement; and
B. that such agreement shall terminate automatically in the event of its
assignment.
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 Directors of
the Fund who are not "interested persons" of the Fund (as defined in the 0000
Xxx) shall be committed to the discretion of the Directors who are not
interested persons.
10. 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 May 1, 1990.
FUNDAMENTAL INVESTORS, INC.
By
Xxxxx X. Xxxxxxxx
(President)
By
Xxxxxxxx X. Xxxxxxxxx
(Secretary)
RENEWAL OF PLAN OF DISTRIBUTION
WHEREAS, Fundamental Investors, Inc. (the "Fund") adopted a Plan of
Distribution pursuant to rule 12b-1 under the Investment Company Act of 1940
(the "Plan") for the promotion of the sale of shares of common stock of this
Fund on certain terms and conditions and subject to certain provisions set
forth therein; and
WHEREAS, said Plan was approved by the vote of the holders of a majority of
the outstanding shares of common stock of the Fund at the Annual Meeting of
Shareholders April 24, 1990, and said Plan provides for year-to-year renewals,
upon certain specified conditions, and the renewal of said Plan has been
approved by the Board of Directors of the Fund on February 20, 1996.
NOW, THEREFORE:
1. The Plan of Distribution is hereby renewed for the additional period
beginning April 1, 1996 and ending at the close of business on March 31, 1997.
2. This Renewal shall be executed in several counterparts, each of which shall
be original.
FUNDAMENTAL INVESTORS, INC.
By /s/Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Chairman
By /s/Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, Secretary
