PRINCIPAL UNDERWRITING AGREEMENT
THIS PRINCIPAL
UNDERWRITING AGREEMENT, is between [FUND], a Delaware statutory trust (the
"Fund"), and AMERICAN FUNDS DISTRIBUTORS, INC., a California corporation (the
"Distributor").
W I T N E S S E T
H:
WHEREAS, the Fund
is registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end diversified investment company which offers sixteen
classes of shares of beneficial interest, designated as Class A shares, Class B
shares, Class C shares, Class F-1 shares, Class F-2 shares, Class 529-A shares,
Class 529-B shares, Class 529-C shares, Class 529-E shares, Class 529-F-1
shares, Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares,
Class R-5 shares, and Class R-6 shares, and it is a part of the business of the
Fund, and affirmatively in the interest of the Fund, to offer shares of the Fund
either from time to time or continuously as determined by the Fund's officers subject to
authorization by its Board of Trustees;
WHEREAS, the
Distributor is engaged in the business of promoting the distribution of shares
of investment companies through securities broker-dealers; and
WHEREAS, the Fund
and the Distributor wish to enter into an agreement with each other to promote
the distribution and servicing of the shares of the Fund and of all series or
classes of the Fund which may be established in the future;
NOW, THEREFORE, the
parties agree as follows:
1. (a) The
Distributor shall be the exclusive principal underwriter for the sale of the
shares of the Fund and of each series or class of the Fund which may be
established in the future, except as otherwise provided pursuant to the
following subsection (b). The terms "shares of the Fund" or "shares"
as used herein shall mean shares of beneficial interest of the Fund and each
series or class which may be established in the future and become covered by
this Agreement in accordance with Section 31 of this Agreement.
(b) The
Fund may, upon 60 days written notice to the Distributor, from time to time
designate other principal underwriters of its shares with respect to areas other
than the North American continent, Hawaii, Puerto Rico, and such countries or
other jurisdictions as to which the Fund may have expressly waived in writing
its right to make such designation. In the event of such designation,
the right of the Distributor under this Agreement to sell shares in the areas so
designated shall terminate, but this Agreement shall remain otherwise in full
force and effect until terminated in accordance with the other provisions
hereof.
2. In
the sale of shares of the Fund, the Distributor shall act as agent of the Fund
except in any transaction in which the Distributor sells such shares as a dealer
to the public, in which event the Distributor shall act as principal for its own
account.
3. The
Fund shall sell shares only through the Distributor, except that the Fund may,
to the extent permitted by the 1940 Act and the rules and regulations
promulgated thereunder or pursuant thereto, at any time:
(a) issue
shares to any corporation, association, trust, partnership or other
organization, or its, or their, security holders, beneficiaries or members, in
connection with a merger, consolidation or reorganization to which the Fund is a
party, or in connection with the acquisition of all or substantially all the
property and assets of such corporation, association, trust, partnership or
other organization;
(b) issue
shares at net asset value to the holders of shares of capital stock or
beneficial interest of other investment companies served as investment adviser
by any affiliated company or companies of The Capital Group Companies, Inc., to
the extent of all or any portion of amounts received by such shareholders upon
redemption or repurchase of their shares by the other investment
companies;
(c) issue
shares at net asset value to its shareholders in connection with the
reinvestment of dividends paid and other distributions made by the
Fund;
(d) issue
shares at net asset value to persons entitled to purchase shares at net asset
value without sales charge or contingent deferred sales charge as described in
the Fund's current Registration Statement in effect under the Securities Act of
1933, as amended, for each series issued by the Fund at the time of such offer
or sale.
4. The
Distributor shall devote its best efforts to the sale of shares of the Fund and
shares of any other mutual funds served as investment adviser by affiliated
companies of The Capital Group Companies, Inc., and insurance contracts funded
by shares of such mutual funds, for which the Distributor has been authorized to
act as principal underwriter for the sale of shares. The Distributor
shall maintain a sales organization suited to the sale of shares of the Fund and
shall use its best efforts to effect such sales in jurisdictions as to which the
Fund shall have expressly waived in writing its right to designate another
principal underwriter pursuant to subsection 1(b) hereof, and shall effect and
maintain appropriate qualification to do so in all those jurisdictions in which
it sells or offers shares for sale and in which qualification is
required.
5. Within
the United States of America, all dealers to whom the Distributor shall offer
and sell shares must be duly licensed and qualified to sell shares of the
Fund. Shares sold to dealers shall be for resale by such dealers only
at the public offering price set forth in the current summary prospectus and/or
prospectus of the Fund's Registration Statement in effect under the Securities
Act of 1933, as amended ("Prospectus"). The Distributor shall not,
without the consent of the Fund, sell or offer for sale any shares of a series
or class issued by the Fund other than as principal underwriter pursuant to this
Agreement.
6. In
its sales to dealers, it shall be the responsibility of the Distributor to
ensure that such dealers are appropriately qualified to transact business in the
shares under applicable laws, rules and regulations promulgated by such
national, state, local or other governmental or quasi-governmental authorities
as may in a particular instance have jurisdiction.
7. The
applicable public offering price of shares shall be the price which is equal to
the net asset value per share, as shall be determined by the Fund in the manner
and at the time or times set forth in and subject to the provisions of the
Prospectus of the Fund.
8. All
orders for shares received by the Distributor shall, unless rejected by the
Distributor or the Fund, be accepted by the Distributor immediately upon receipt
and confirmed at an offering price determined in accordance with the provisions
of the Prospectus and the 1940 Act, and applicable rules in effect
thereunder. The Distributor shall not hold orders subject to
acceptance nor otherwise delay their execution. The provisions of
this Section shall not be construed to restrict the right of the Fund to
withhold shares from sale under Section 26 hereof.
9. The
Fund or its transfer agent shall be promptly advised of all orders received, and
shall cause shares to be issued upon payment therefor in New York or Los Angeles
Clearing House Funds.
10. The
Distributor shall adopt and follow procedures as approved by the officers of the
Fund for the confirmation of sales to dealers, the collection of amounts payable
by dealers on such sales, and the cancellation of unsettled transactions, as may
be necessary to comply with the requirements of the Securities and Exchange
Commission or the Financial Industry Regulatory Authority ("FINRA"), as such
requirements may from time to time exist.
11. The
Distributor, as principal underwriter under this Agreement for Class A shares,
shall receive (i) that part of the sales charge which is retained by the
Distributor after allowance of discounts to dealers, unless waived by the
Distributor for certain qualified fee-based programs, as set forth in the
Prospectus of the Fund, and (ii) amounts payable to the Distributor
pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act
relating to its Class A shares.
12. The
Distributor, as principal underwriter under this agreement for Class B shares
shall receive (i) distribution fees as commissions for the sale of Class B
shares and contingent deferred sales charges ("CDSC") (as defined below), as set
forth in the Fund's Prospectus, and (ii) shareholder service fees at the
rate of 0.25% per annum of the average daily net asset value of Class B
shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the
1940 Act relating to its Class B shares (the "Class B Plan").
(a) In
accordance with the Class B Plan, and subject to the limit on asset-based sales
charges set forth in NASD Conduct Rule 2830 (and any successor provision
thereto), the Fund shall pay to the Distributor or, at the Distributor's
direction, to a third-party, monthly in arrears on or prior to the 10th
business day of the following calendar month, the Distributor's Allocable
Portion (as defined below) of a fee (the "Distribution Fee") which shall accrue
daily 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 Class B shares of the Fund
outstanding on such day. The Fund agrees to withhold from redemption proceeds of
the Class B shares, the Distributor's Allocable Portion of any CDSCs
payable with respect to the Class B shares, as provided in the Fund's
Prospectus, and to pay the same over to the Distributor or, at the Distributor's
direction to a third-party, at the time the redemption proceeds are payable to
the holder of such shares redeemed. Payment of these CDSC amounts to
the Distributor is not contingent upon the adoption or continuation of any Class
B Plan.
(b) For
purposes of this Agreement, the term "Allocable Portion" of Distribution Fees
and CDSCs payable with respect to Class B shares shall mean the portion of such
Distribution Fees and CDSC allocated to the Distributor in accordance with the
Allocation Schedule attached hereto as Schedule A.
(c) The
Distributor shall be considered to have completely earned the right to the
payment of its Allocable Portion of the Distribution Fees and the right to
payment of its Allocable Portion of the CDSCs with respect to each "Commission
Share" (as defined in the Allocation Schedule attached hereto as Schedule A)
upon the settlement date of such Commission Share taken into account in
determining the Distributor's Allocable Portion of Distribution
Fees.
(d) The
provisions set forth in Section 1 of the Class B Plan (in effect on the date
hereof) relating to Class B shares, together with the related definitions are
hereby incorporated into this Section 12 by reference with the same force and
effect as if set forth herein in their entirety.
13. The
Distributor, as principal underwriter under this agreement for Class C shares
shall receive (i) distribution fees as commissions for the sale of Class C
shares and CDSCs, as set forth in the Fund's Prospectus, and (ii) shareholder
service fees at the rate of 0.25% per annum of the average daily net asset value
of Class C shares pursuant to the Fund's Plan of Distribution under Rule 12b-1
under the 1940 Act relating to its Class C shares (the "Class C
Plan").
(a) In
accordance with the Class C Plan, and subject to the limit on asset-based sales
charges set forth in NASD Conduct Rule 2830 (and any successor provision
thereto), the Fund shall pay to the Distributor, no more frequently than monthly
in arrears within 30 days of receipt of an invoice for payment, the
Distributor's Allocable Portion (as defined below) 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 Class C shares outstanding on such
day. The Fund agrees to withhold from redemption proceeds of the
Class C shares, the Distributor's Allocable Portion of any CDSCs payable with
respect to the Class C shares, as provided in the Fund's Prospectus and to pay
the same over to the Distributor, or, at the Distributor's direction to a third
party, at the time the redemption proceeds are payable to the holder of such
shares redeemed. Payment of these CDSC amounts to the Distributor is
not contingent upon the adoption or continuation of any Class C
Plan.
(b) For
purposes of this Agreement, the term "Allocable Portion" of Distribution Fees
and CDSCs payable with respect to Class C shares shall mean the portion of such
Distribution Fees and CDSC allocated to the Distributor in accordance with the
Allocation Schedule attached hereto as Schedule B.
(c) The
Distributor shall be considered to have completely earned the right to the
payment of its Allocable Portion of the Distribution Fees and the right to
payment of its Allocable Portion of the CDSCs with respect to each "Commission
Share" (as defined in the Allocation Schedule attached hereto as Schedule B)
upon the settlement date of such Commission Share taken into account in
determining the Distributor's Allocable Portion of Distribution
Fees.
(d) The
provisions set forth in Section 1 of the Class C Plan (in effect on the date
hereof) relating to Class C shares, together with the related definitions are
hereby incorporated into this Section 13 by reference with the same force and
effect as if set forth herein in their entirety.
14. The Distributor, as
principal underwriter under this agreement for Class F-1 shares shall receive
(i) distribution fees at the rate of 0.25% per annum of the average daily net
asset value of Class F-1 shares as compensation for the sale of Class F-1 shares
as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the
rate of 0.25% per annum of the average daily net asset value of Class F-1
shares. The payment of distribution and service fees is pursuant to
the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to
its Class F-1 shares (the "Class F-1 Plan"). The actual amounts paid shall be
determined by the Board of Trustees of the Fund.
15. The Distributor, as
principal underwriter under this Agreement for Class F-2 shares, shall receive
no compensation.
16. The
Distributor, as principal underwriter under this Agreement for Class 529-A
shares, shall receive (i) that part of the sales charge which is retained by the
Distributor after allowance of discounts to dealers, unless waived by the
Distributor for certain qualified fee-based programs, as set forth in the
Prospectus of the Fund, and (ii) amounts payable to the Distributor pursuant to
the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to
its Class 529-A shares. The actual amounts paid shall be determined by the Board
of Trustees of the Fund.
17. The
Distributor, as principal underwriter under this agreement for Class 529-B
shares shall receive (i) distribution fees as compensation for the sale of Class
529-B shares and CDSCs, as set forth in the Fund's Prospectus, and (ii)
shareholder service fees at the rate of 0.25% per annum of the average daily net
asset value of Class 529-B shares pursuant to the Fund's Plan of Distribution
under Rule 12b-1 under the 1940 Act relating to its Class 529-B shares (the
"Class 529-B Plan").
(a) In
accordance with the Class 529-B Plan, and subject to the limit on asset-based
sales charges set forth in NASD Conduct Rule 2830 (and any successor provision
thereto), the Fund shall pay to the Distributor or, at the Distributor's
direction, to a third-party, monthly in arrears on or prior to the 10th
business day of the following calendar month, the Distributor's Allocable
Portion (as defined below) of a fee (the "Distribution Fee") which shall accrue
daily 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 Class 529-B shares of the
Fund outstanding on such day. The Fund agrees to withhold from
redemption proceeds of the Class 529-B shares, the Distributor's Allocable
Portion of any CDSCs payable with respect to the Class 529-B shares, as provided
in the Fund's Prospectus, and to pay the same over to the Distributor or, at the
Distributor's direction to a third party, at the time the redemption proceeds
are payable to the holder of such shares redeemed. Payment of these
CDSC amounts to the Distributor is not contingent upon the adoption or
continuation of any Class 529-B Plan.
(b) For
purposes of this Agreement, the term "Allocable Portion" of Distribution Fees
and CDSCs payable with respect to Class 529-B shares shall mean the portion of
such Distribution Fees and CDSC allocated to the Distributor in accordance with
the Allocation Schedule attached hereto as Schedule C.
(c) The
Distributor shall be considered to have completely earned the right to the
payment of its Allocable Portion of the Distribution Fees and the right to
payment of its Allocable Portion of the CDSCs with respect to each "Commission
Share" (as defined in the Allocation Schedule attached hereto as Schedule C)
upon the settlement date of such Commission Share taken into account in
determining the Distributor's Allocable Portion of Distribution
Fees.
(d) The
provisions set forth in Section 1 of the Class 529-B Plan (in effect on the date
hereof) relating to Class 529-B shares, together with the related definitions
are hereby incorporated into this Section 17 by reference with the same force
and effect as if set forth herein in their entirety.
18. The
Distributor, as principal underwriter under this agreement for Class 529-C
shares shall receive (i) distribution fees as compensation for the sale of Class
529-C shares and CDSCs, as set forth in the Fund's Prospectus, and (ii)
shareholder service fees at the rate of 0.25% per annum of the average daily net
asset value of Class 529-C shares pursuant to the Fund's Plan of Distribution
under Rule 12b-1 under the 1940 Act relating to its Class 529-C shares (the
"Class 529-C Plan").
(a) In
accordance with the Class 529-C Plan, and subject to the limit on asset-based
sales charges set forth in NASD Conduct Rule 2830 (and any successor provision
thereto), the Fund shall pay to the Distributor, no more frequently than monthly
in arrears within 30 days of receipt of an invoice for payment, the
Distributor's Allocable Portion (as defined below) of a fee (the "Distribution
Fee") which shall accrue daily 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
Class 529-C shares of the Fund outstanding on such day. The Fund
agrees to withhold from redemption proceeds of the Class 529-C shares, the
Distributor's Allocable Portion of any CDSCs payable with respect to the Class
529-C shares, as provided in the Fund's Prospectus, and to pay the same over to
the Distributor or, at the Distributor's direction to a third party, at the time
the redemption proceeds are payable to the holder of such shares
redeemed. Payment of these CDSC amounts to the Distributor is not
contingent upon the adoption or continuation of any Class 529-C
Plan.
(b) For
purposes of this Agreement, the term "Allocable Portion" of Distribution Fees
and CDSCs payable with respect to Class 529-C shares shall mean the portion of
such Distribution Fees and CDSC allocated to the Distributor in accordance with
the Allocation Schedule attached hereto as Schedule D.
(c) The Distributor
shall be considered to have completely earned the right to the payment of its
Allocable Portion of the Distribution Fees and the right to payment of its
Allocable Portion of the CDSCs with respect to each "Commission Share" (as
defined in the Allocation Schedule attached hereto as Schedule D) upon the
settlement date of such Commission Share taken into account in determining the
Distributor's Allocable Portion of Distribution Fees.
(d) The
provisions set forth in Section 1 of the Class 529-C Plan (in effect on the date
hereof)
relating to Class 529-C shares, together with the related definitions are hereby
incorporated into this Section 18 by reference with the same force and effect as
if set forth herein in their entirety.
19. The
Distributor, as principal underwriter under this agreement for Class 529-E
shares shall receive (i) distribution fees at the rate of 0.25% per annum of the
average daily net asset value of Class 529-E shares as compensation for the sale
of Class 529-E shares as set forth in the Fund's Prospectus, and (ii)
shareholder service fees at the rate of 0.25% per annum of the average daily net
asset value of Class 529-E shares. The payment of distribution and
service fees is pursuant to the Fund's Plan of Distribution under Rule 12b-1
under the 1940 Act relating to its Class 529-E shares (the "Class 529-E Plan").
The actual amounts paid shall be determined by the Board of Trustees of the
Fund.
20. The
Distributor, as principal underwriter under this agreement for Class 529-F-1
shares, shall receive (i) distribution fees at the rate of 0.25% per annum of
the average daily net asset value of Class 529-F-1 shares as compensation for
the sale of Class 529-F-1 shares as set forth in the Fund's Prospectus, and (ii)
shareholder service fees at the rate of 0.25% per annum of the average daily net
asset value of Class 529-F-1 shares. The payment of distribution and
service fees is pursuant to the Fund's Plan of Distribution under Rule 12b-1
under the 1940 Act relating to its Class 529-F-1 shares (the "Class 529-F-1
Plan"). The actual amounts paid shall be determined by the Board of Trustees of
the Fund.
21. The
Distributor, as principal underwriter under this agreement for each of the Class
R shares shall receive (i) distribution fees as compensation for the sale of
Class X-0, X-0, X-0, X-0, X-0 and R-6 shares (collectively, "Class R shares"),
and (ii) shareholder service fees as set forth below. The payment of
distribution and service fees is pursuant to the Fund's various Plans of
Distribution under Rule 12b-1 under the 1940 Act relating to each of the Class R
shares (the "Class R Plans"). For purposes of the following chart the
fee rates represent annual fees as a percentage of average daily net assets of
the respective share class. Fees shall accrue daily and be paid
monthly. The actual amounts paid shall be determined by the Board of Trustees of
the Fund.
Share
Class
|
Distribution
Fee
|
Service
Fee
|
Class
R-1
|
0.75%
|
0.25%
|
Class
R-2
|
0.50%
|
0.25%
|
Class
R-3
|
0.25%
|
0.25%
|
Class
R-4
|
0.00%
|
0.25%
|
Class
R-5
|
0.00%
|
0.00%
|
Class
R-6
|
0.00%
|
0.00%
|
22. The
Fund agrees to use its best efforts to maintain its registration as a
diversified open-end management investment company under the 0000
Xxx.
23. The
Fund agrees to use its best efforts to maintain an effective Prospectus under
the Securities Act of 1933, as amended, and warrants that such Prospectus will
contain all statements required by and will conform with the requirements of
such Securities Act of 1933 and the rules and regulations thereunder, and that
no part of any such Prospectus, at the time the Registration Statement of which
it is a part becomes effective, will contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein not misleading (excluding any
information provided by the Distributor in writing for inclusion in the
Prospectus). The Distributor agrees and warrants that it will not in
the sale of shares use any Prospectus, advertising or sales literature not
approved by the Fund or its officers nor make any untrue statement of a material
fact nor omit the stating of a material fact necessary in order to make the
statements made, in the light of the circumstances under which they are made,
not misleading. The Distributor agrees to indemnify and hold the Fund
harmless from any and all loss, expense, damage and liability resulting from a
breach of the agreements and warranties contained in this Section, or from the
use of any sales literature, information, statistics or other aid or device
employed in connection with the sale of shares.
24. The
expense of each printing of each Prospectus and each revision thereof or
addition thereto deemed necessary by the Fund's officers to meet the
requirements of applicable laws shall be divided between the Fund, the
Distributor and any other principal underwriter of the shares of the Fund as
follows:
(a) the
Fund shall pay the typesetting and make-ready charges;
(b) the
printing charges shall be prorated between the Fund, the Distributor, and any
other principal underwriter(s) in accordance with the number of copies each
receives; and
(c) expenses
incurred in connection with the foregoing, other than to meet the requirements
of the Securities Act of 1933, as amended, or other applicable laws, shall be
borne by the Distributor, except in the event such incremental expenses are
incurred at the request of any other principal underwriter(s), in which case
such incremental expenses shall be borne by the principal underwriter(s) making
the request.
25. The
Fund agrees to use its best efforts to qualify and maintain the qualification of
an appropriate number of the shares of each series or class it offers for sale
under the securities laws of such states as the Distributor and the Fund may
approve. Any such qualification for any series or class may be
withheld, terminated or withdrawn by the Fund at any time in its
discretion. The expense of qualification and maintenance of
qualification shall be borne by the Fund, but the Distributor shall furnish such
information and other material relating to its affairs and activities as may be
required by the Fund or its counsel in connection with such
qualifications.
26. The
Fund may withhold shares of any series or class from sale to any person or
persons or in any jurisdiction temporarily or permanently if, in the opinion of
its counsel, such offer or sale would be contrary to law or if the Trustees or
the President or any Vice President of the Fund determines that such offer or
sale is not in the best interest of the Fund. The Fund will give
prompt notice to the Distributor of any withholding and will indemnify it
against any loss suffered by the Distributor as a result of such withholding by
reason of non-delivery of shares of any series or class after a good faith
confirmation by the Distributor of sales thereof prior to receipt of notice of
such withholding.
27. (a) This
Agreement may be terminated at any time, without payment of any penalty, as to
the Fund or any series on sixty (60) days written notice by the Distributor to
the Fund.
(b) This
Agreement may be terminated as to the Fund or any series or class by either
party upon five (5) days written notice to the other party in the event that the
Securities and Exchange Commission has issued an order or obtained an injunction
or other court order suspending effectiveness of the Registration Statement
covering the shares of the Fund or such series or class.
(c) This
Agreement may be terminated as to the Fund or any series or class by the Fund
upon five (5) days written notice to the Distributor provided either of the
following events has occurred:
(i) FINRA
has expelled the Distributor or suspended its membership in that organization;
or
(ii) the
qualification, registration, license or right of the Distributor to sell shares
of any series in a particular state has been suspended or canceled by the State
of California or any other state in which sales of the shares of the Fund or
such series during the most recent 12-month period exceeded 10% of all shares of
such series sold by the Distributor during such period.
(d) This
Agreement may be terminated as to the Fund or any series or class at any time on
sixty (60) days written notice to the Distributor without the payment of any
penalty, by vote of a majority of the Independent Trustees or by vote of a
majority of the outstanding voting securities (as defined in the 0000 Xxx) of
the Fund or such series or class.
28. This
Agreement shall not be assignable by either party hereto and in the event of
assignment shall automatically terminate forthwith. The term
"assignment" shall have the meaning set forth in the 1940 Act. Notwithstanding
this Section, this Agreement, with respect to the Fund's Class B and Class 529-B
shares, has been approved in accordance with Section 31 in anticipation of the
Distributor's transfer of its Allocable Portion of Distribution Fees and CDSCs
(but not its obligations under this Agreement) to a third-party pursuant to a
"Purchase and Sale Agreement" in order to raise funds to cover distribution
expenditures, and such transfer will not cause a termination of this Agreement.
If Distributor determines to transfer its Allocable Portion of Distribution Fees
and CDSCs in respect of Class C or Class 529-C shares to a third party, such
transfer shall not cause a termination of this Agreement.
29. No
provision of this Agreement shall protect or purport to protect the Distributor
against any liability to the Fund or holders of its shares for which the
Distributor would otherwise be liable by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the Distributor’s obligations
under this Agreement.
30. This
Agreement shall become effective on [DATE] 2009. Unless sooner terminated in
accordance with the other provisions hereof, this Agreement shall continue in
effect until [DATE] 2010, and shall continue in effect from year to year
thereafter but only so long as such continuance is specifically approved at
least annually by (i) the vote of a majority of the Independent Trustees of the
Fund cast in person at a meeting called for the purpose of voting on such
approval, and (ii) the vote of either a majority of the entire Board of Trustees
of the Fund or a majority (within the meaning of the 0000 Xxx) of the
outstanding voting securities of the Fund.
31. If
the Fund shall at any time issue shares in more than one series or class, this
Agreement shall take effect with respect to such series or class of the Fund
which may be established in the future at such time as it has been approved as
to such series or class by vote of the Board of Trustees and the Independent
Trustees in accordance with Section 30. The Agreement as approved
with respect to any series or class shall specify the compensation payable to
the Distributor pursuant to Sections 11 through 21, as well as any provisions
which may differ from those herein with respect to such series, subject to
approval in writing by the Distributor.
32. This
Agreement may be approved, amended, continued or renewed with respect to a
series or class as provided herein notwithstanding such approval, amendment,
continuance or renewal has not been effected with respect to any one or more
other series or class of the Fund.
33. This
Agreement shall be construed under and shall be governed by the laws of the
State of California, and the parties hereto agree that proper venue of any
action with respect hereto shall be Los Angeles County, California.
IN WITNESS WHEREOF,
the parties hereto have caused this instrument to be executed in duplicate
original by their officers thereunto duly authorized, as of [DATE]
,2009.
AMERICAN
FUNDS DISTRIBUTORS, INC.
|
[FUND]
|
By:
|
By:
|
Xxxxx X.
Xxxxxxxx
|
|
President
|
Executive
Vice President and
|
Principal
Executive Officer
|
|
By:
|
By:
|
Xxxxx X.
Xxxxxx
|
|
Secretary
|
Secretary
|
SCHEDULE
A
to the
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 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 maintaining shares in an omnibus account (“Omnibus Selling
Agents”). 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 Omnibus Selling Agents in the same manner that
NonOmnibus 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
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 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 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:
A=
|
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
|
B=
|
The aggregate
Net Asset Value of all Class B shares of a Fund at the beginning of such
calendar month
|
C=
|
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
|
D=
|
The aggregate
Net Asset Value of all Class B shares of a Fund at the end of such
calendar month
|
(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:
A=
|
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
|
B=
|
Total average
Net Asset Value of all such Class B 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 NASD 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 NASD 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.
SCHEDULE
B
to the
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 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 as
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:
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
|
B=
|
The aggregate
Net Asset Value of all Class C shares of a Fund at the beginning of such
calendar month
|
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
|
D=
|
The aggregate
Net Asset Value of all Class C shares of a Fund at the end of such
calendar month
|
(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:
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
|
|
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 NASD 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 NASD 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.
SCHEDULE
C
to the
ALLOCATION
SCHEDULE
The following
relates solely to Class 529-B shares.
The Distributor's
Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-B
shares shall be 100% until such time as the Distributor shall cease to serve as
exclusive distributor of Class 529-B shares; thereafter, collections that
constitute CDSCs and Distribution Fees relating to Class 529-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 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 529-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 529-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 529-B share of the Fund, other than a Commission Share
(including, without limitation, any 529-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 maintaining shares in an omnibus account (“Omnibus Selling
Agents”). If, subsequent to the Successor Distributor becoming
exclusive distributor of the Class 529-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 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
529-B SHARES
Class 529-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 529-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 529-B shares of the Fund and on or prior to the date such Successor
Distributor ceased to be the exclusive distributor of Class 529-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 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 529-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:
A=
|
The aggregate
Net Asset Value of all Class 529-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
|
B=
|
The aggregate
Net Asset Value of all Class 529-B shares of a Fund at the beginning of
such calendar month
|
C=
|
The aggregate
Net Asset Value of all Class 529-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
|
D=
|
The aggregate
Net Asset Value of all Class 529-B shares of a Fund at the end of such
calendar month
|
(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 529-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 529-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:
A=
|
Average Net
Asset Value of all such Class 529-B shares of a Fund for such calendar
month attributed to the Distributor or a Successor Distributor, as the
case may be
|
B=
|
Total average
Net Asset Value of all such Class 529-B 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 NASD 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 529-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 NASD 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.
SCHEDULE
D
to the
ALLOCATION
SCHEDULE
The following
relates solely to Class 529-C shares.
The Distributor's
Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-C
shares shall be 100% until such time as the Distributor shall cease to serve as
exclusive distributor of Class 529-C shares; thereafter, collections that
constitute CDSCs and Distribution Fees relating to Class 529-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 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 529-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 529-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 529-C share of the Fund, other than a Commission Share
(including, without limitation, any 529-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 529-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 529-C SHARES
Class 529-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 529-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 529-C shares of the Fund and on or prior to the date such Successor
Distributor ceased to be the exclusive distributor of Class 529-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 529-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:
A=
|
The aggregate
Net Asset Value of all Class 529-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
|
B=
|
The aggregate
Net Asset Value of all Class 529-C shares of a Fund at the beginning of
such calendar month
|
C=
|
The aggregate
Net Asset Value of all Class 529-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
|
D=
|
The aggregate
Net Asset Value of all Class 529-C shares of a Fund at the end of such
calendar month
|
(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 529-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 529-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:
A=
|
Average Net
Asset Value of all such Class 529-C shares of a Fund for such calendar
month attributed to the Distributor or a Successor Distributor, as the
case may be
|
B=
|
Total average
Net Asset Value of all such Class 529-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 NASD 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 529-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 NASD 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.
[remainder
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[logo
– American Funds ®]
American
Funds Distributors, Inc.
|
000 Xxxxx
Xxxx Xxxxxx
|
Xxx Xxxxxxx,
Xxxxxxxxxx 00000
Telephone
800/000-0000, ext. 8
Form
Of
Selling Group
Agreement
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 shares. As such agent we offer to sell to you as a member
of a Selling Group, shares of the Funds as are qualified for sale in your state,
on the terms set forth below. We are acting as an underwriter within
the meaning of the applicable rules of the NASD. In addition, we are
the distributor of CollegeAmerica (Program), a college savings program as
described in Section 529 of the Internal Revenue Code.
1. Authorization
to Sell
You are to offer
and sell shares only at the regular public price currently determined by the
respective Funds in the manner described in their offering Prospectuses. This
Agreement on your part runs to us and to the respective Funds and is for the
benefit of and enforceable by each. The offering Prospectuses and this Agreement
set forth the terms applicable to members
of
the Selling Group and all other representations or documents are
subordinate. You understand that Class 529 shares of the Funds are
available only as underlying investments through the Program.
2. Compensation
on Sales of Class A Shares and Class 529-A Shares
a.
|
Category 1 Funds. On
sales of Class A shares and Class 529-A shares of Funds listed in Category
1 on the attached Schedule A that are accepted by us and for which you are
responsible, you will be paid dealer concessions as
follows:
|
Concession
as
|
Sales
Charge
|
|
Percentage
of
|
as
Percentage
|
|
Purchases
|
Offering
Price
|
of
Offering Price
|
Less than
$25,000
|
5.00%
|
5.75%
|
$25,000 but
less than $50,000
|
4.25%
|
5.00%
|
$50,000 but
less than $100,000
|
3.75%
|
4.50%
|
$100,000 but
less than $250,000
|
2.75%
|
3.50%
|
$250,000 but
less than $500,000
|
2.00%
|
2.50%
|
$500,000 but
less than $750,000
|
1.60%
|
2.00%
|
$750,000 but
less than $1,000,000
|
1.20%
|
1.50%
|
$1,000,000 or
more
|
See
below
|
None
|
|
b.
|
Category 2 Funds. On
sales of Class A shares and Class 529-A shares of Funds listed in Category
2 on the attached Schedule A that are accepted by us and for which you are
responsible, you will be paid the same dealer concessions indicated above
except as follows:
|
Concession
as
|
Sales
Charge
|
|
Percentage
of
|
as
Percentage
|
|
Purchases
|
Offering
Price
|
of
Offering Price
|
Less than
$100,000
|
3.00%
|
3.75%
|
c. Category 3 Funds. On sales of
Class A shares and Class 529-A shares of Funds listed in Category 3 on the
attached Schedule
A that are accepted
by us and for which you are responsible, you will be paid dealer concessions as
follows:
Concession
as
|
Sales
Charge
|
|
Percentage
of
|
as
Percentage
|
|
Purchases
|
Offering
Price
|
of
Offering Price
|
Less than
$500,000
|
2.00%
|
2.50%
|
$500,000 but
less than $750,000
|
1.60%
|
2.00%
|
$750,000 but
less than $1 million
|
1.20%
|
1.50%
|
$1 million or
more
|
See
Agreement
|
None
|
|
d.
|
Category 4 Funds. On
sales of Class A shares and Class 529-A shares of the Funds listed in
Category 4 on the attached Schedule A no dealer concessions will be
paid.
|
e.
|
If you
initiate and are responsible for sales of Class A shares and Class 529-A
shares, a) amounting to $1 million or more, b) made to employer-sponsored
defined contribution-type retirement plans that qualify to invest at net
asset value under the terms of the Fund Prospectuses, or c) made at net
asset value to endowments and foundations with assets of $50 million or
more, you will be paid a dealer concession of 1.00% on sales to $4
million, plus 0.50% on amounts over $4 million up to $10 million, plus
0.25% on amounts over $10 million. No dealer concessions are paid on any
other sales of shares at net asset value, except that concessions may be
paid to dealers on their sales of fund shares to accounts managed by
affiliates of The Capital Group Companies, Inc. as set forth in this
Agreement. Sales of shares of Washington Mutual Investors Fund
below $1 million made in connection with certain accounts established
before September 1, 1969 are subject to reduced concessions and sales
charges as described in the Washington Mutual Investors Fund
Prospectus. With respect to sales of shares of any tax-exempt
fund, the concession schedule for sales of shares to endowments and
foundations or retirement plans of organizations with assets of $50
million or more is inapplicable. The schedules of sales charges
above apply to single purchases, concurrent purchases of two or more of
the Funds (except those listed in Category 4 on the attached Schedule A),
and purchases made under a statement of intention and pursuant to the
right of accumulation, both of which are described in the
Prospectuses.
|
3. Ongoing
Service Fees for Class A, Class 529-A, Class B and Class 529-B
Shares
We
are also authorized to pay you continuing service fees each quarter with respect
to the Class A, Class 529-A, Class B and Class 529-B shares of all the Funds to
promote selling efforts and to compensate you for providing certain services to
your clients, subject to your compliance with the following terms, which may be
revised by us from time to time. Your eligibility to continue
receiving this compensation will be evaluated periodically, and your failure to
comply with the terms below may result in our discontinuing service fee payments
to you. Initial qualification does not assure continued
participation, and this service fee program may be amended or terminated by us
at any time as indicated below.
|
a.
|
You agree to
cooperate as requested with programs that we provide to enhance
shareholder service. You also agree
|
|
to assume an
active role in providing shareholder services such as processing purchase
and redemption transactions, establishing shareholder accounts, and
providing certain information and assistance with respect to the
Funds. Redemption levels of shareholder accounts assigned to
you will be considered in evaluating your continued participation in this
service fee program.
|
|
b.
|
You agree to
support our marketing efforts by granting reasonable requests for visits
to your offices by our wholesalers.
|
|
c.
|
You agree to
assign an individual to each shareholder account on your books and to
reassign the account should
|
|
that
individual no longer be assigned to the account. You agree to
instruct each such individual to regularly contact shareholders having
accounts so assigned.
|
|
d.
|
You agree to
pass through either directly or indirectly to the individual(s) assigned
to such accounts a share of the service fees paid to you pursuant to this
Agreement. You recognize that the service fee is intended to
compensate the individual for providing, and encourage the individual to
continue to provide, service to the account
holder.
|
|
e.
|
You
acknowledge that (i) all service fee payments are subject to the
limitations contained in each Fund’s Plan of Distribution and may be
varied or discontinued at any time, (ii) in order to receive a service fee
for a particular quarter,
|
|
the fee must
amount to at least $100, and (iii) no service fees will be paid on shares
purchased under the net asset
|
|
value
purchase privilege as described in the Funds’ statements of additional
information.
|
|
f.
|
On Class A,
Class 529-A, Class B and Class 529-B shares of Funds listed in Category 1,
Category 2, and Category 3 on the attached Schedule A, we will
pay you a quarterly service fee at the following annual rates, based on
the average daily net asset value of Class A, Class 529-A, Class B and
Class 529-B shares, respectively, that have been invested for 12 months
and are held in an account assigned to you at the end of the quarter for
which payment is made:
|
Annual
Service Fee Rate
|
|
Shares with a
first anniversary of purchase before 7-1-88*
|
0.15%
|
Shares with a
first anniversary of purchase on or after 7-1-88
|
0.25%
|
Shares of
state-specific tax-exempt funds
|
0.25%
|
|
g.
|
On Class A,
Class 529-A, Class B and Class 529-B shares of Funds listed in Category 4
on the attached Schedule A, we will pay you a quarterly service fee at the
following annual rates, based on the average daily net asset value of
Class A, Class 529-A, Class B and Class 529-B shares, respectively, that
have been invested for 12 months and are held in an account assigned to
you at the end of the quarter for which payment is
made:
|
Annual
Service Fee Rate
|
|
All
Shares
|
0.15%
|
h. Notwithstanding
anything to the contrary in the Agreement, on Class A, Class 529-A, Class B and
Class 529-B shares of Short-Term Bond Fund of America and Class A and Class B
shares of American Funds Short-Term Tax-Exempt Bond Fund, we will pay you a
quarterly service fee at the following annual rates, based on the average daily
net asset value of Class A, Class 529-A, Class B and Class 529-B shares,
respectively, that have been invested for 12 months and are held in an account
assigned to you at the end of the quarter for which payment is
made:
Annual
Service Fee Rate
|
|
All
Shares
|
0.15%
|
* Except U.S. Government Securities
Fund, which pays service fees at the 0.25% rate on all shares held at least 12
months.
4. Compensation
on Sales of Class C Shares and Class 529-C Shares
|
a.
|
On sales of
Class C shares and Class 529-C shares of Funds listed in Category 1,
Category 2 and Category 3 on the attached Schedule A that are accepted by
us and for which you are responsible, we will pay
you:
|
•
a dealer concession of 0.75% of the amount invested, plus
•
an immediate service fee of 0.25% of the amount invested.
|
b.
|
In addition,
we will pay you ongoing compensation on a quarterly basis at the annual
rate of 1.00% of the average daily net asset value of Class C shares and
Class 529-C shares of Funds listed in Category 1, Category 2, Category 3
and Category 4 on the attached Schedule A that have been invested for 12
months and are held in an account assigned to you at the end of the
quarter for which payment is made. The payment of this ongoing
compensation is subject to the limitations contained in each Fund’s Plan
of Distribution and may be varied or discontinued at any
time.
|
5. Compensation
on Sales of Class 529-E Shares
We
will pay you ongoing compensation on a quarterly basis at the annual rate of
0.50% of the average daily net asset value of Class 529-E shares of Funds listed
in Category 1, Category 2, Category 3 and Category 4 on the attached Schedule A
that are held in an account assigned to you at the end of the quarter for which
payment is made. The payment of this ongoing compensation is subject
to the limitations contained in each Fund’s Plan of Distribution and may be
varied or discontinued at any time.
6. Retirement
Plan Share Classes (R shares) and Account Options (for retirement plans
only)
|
a.
|
We will pay
you ongoing compensation on a quarterly basis, at the applicable annual
rate set forth below, of the average daily net asset value of R shares of
Funds listed in Category 1, Category 2, Category 3 and Category 4 on the
attached Schedule A that are held in a retirement plan (Plan) account
assigned to you at the end of the quarter for which payment is
made. The payment of this ongoing compensation is subject to
the limitations contained in each Fund’s Plan of Distribution and may be
varied or discontinued at any time. We expect that you will
maintain one account for each of your Plan customers on the books of the
Funds.
|
R
Share Class
|
Annual
Compensation Rate
|
Class
R-1
|
1.00%
|
Class
R-2
|
0.75%
|
Class
R-3
|
0.50%
|
Class
R-4
|
0.25%
|
Class
R-5
|
No
compensation paid
|
Class
R-6
|
No
compensation paid
|
|
b.
|
If you hold
Plan accounts in an omnibus account (i.e., multiple Plans in
one account on the books of the Funds), Plans that are added to the
omnibus account after May 15, 2002 may invest only in R shares, and you
must execute an Omnibus Addendum to the Selling Group Agreement, which you
can obtain by calling our Home Office Service Team at 800/421-5475,
extension 8, option 1.
|
c.
|
Mutual Funds Sold Through
PlanPremier. With respect to sales you make through American Funds’
PlanPremier retirement plan recordkeeping program, we will pay you as
servicing dealer ongoing compensation on a quarterly basis, at the
applicable annual rate set forth below, of the average daily net asset
value of Eligible Plan Assets that are held in a Plan assigned to you at
the end of the quarter for which payment is made. For purposes of this
Agreement, Eligible Plan Assets mean total Plan Assets (including assets
invested in American Funds and other mutual funds or investment options
approved for use in PlanPremier), excluding (i) assets held in
self-directed brokerage accounts, (ii) employer stock and (iii) any other
investment option not approved for use in PlanPremier. This
ongoing compensation will accrue on a calendar-quarter
basis. The payment of this compensation is subject to the
limitations contained in each American Funds’ Plan of Distribution and may
be varied or discontinued at any
time.
|
Eligible
Plan Assets1
|
Annual
Compensation Rate
|
Eligible Plan
Assets that include American Funds Class R-2 Shares
|
0.65%
|
Eligible Plan
Assets that include American Funds Class R-3 Shares
|
0.35%
|
Eligible Plan
Assets that include American Funds Class R-4 Shares
|
0.20%
|
Eligible Plan
Assets that include American Funds Class R-5 Shares
|
No
compensation paid
|
Eligible Plan
Assets that include American Funds Class R-6 Shares
|
No
compensation paid
|
The compensation
described above will take effect with any Plan for which a PlanPremier proposal
was generated on or after July 31, 2006. The terms of compensation payable with
respect to Plans participating in PlanPremier as of July 30, 2006 will continue
unaffected. Plans for which PlanPremier proposals were generated on or before
July 30, 2006 will retain the terms of compensation in effect for Plans
participating in PlanPremier as of the proposal date so long as the Plan sponsor
committed to participating in PlanPremier by December 31, 2006.
Notwithstanding the foregoing, no
compensation will be paid on shares of American Funds Money Market Fund held
through the PlanPremier program. Payments may resume at a future date, if
the fund’s investment adviser determines, in its sole discretion, that the yield
on the fund’s portfolio securities supports such payments.
1
American Funds Class R-1 shares are not available to Plans for which a
PlanPremier proposal is generated on or after July 31, 2006.
7. 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 clearing house 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 procedures relating to the
handling of orders shall be subject to 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
concessions on such sale (reallowance of any concessions to which you are
entitled on purchases at net asset value will be paid through our direct
purchase concession system). If payment for the shares purchased is
not received within three days after the date of confirmation 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.
8. 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.
9. 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 concessions paid to you on the original sale.
10. 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.
11. 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.
12. 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.
13. 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 Selling Group Agreement or other Agreement with
us.
14. 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.
15. Representations
|
a.
|
You represent
that (a) you are a properly registered or licensed broker or dealer under
applicable federal and state securities laws and regulations and are
complying with and will continue to comply with all applicable federal and
state laws, rules and regulations, (b) you are a member of FINRA, (c) your
membership with FINRA is not currently suspended or terminated and (d) to
the extent you offer any Class 529 shares, you are properly registered to
offer such shares. You agree to notify us immediately in writing if any of
the foregoing representations ceases to be true to a material
extent.
|
|
b.
|
We represent
that (a) we are acting as an underwriter within the meaning of the
applicable rules of the NASD and are complying with and will continue to
comply with all applicable federal and state laws, rules and regulations,
(b) we are a member of FINRA and (c) our membership with FINRA is not
currently suspended or terminated. We agree to notify you
immediately in writing if any of the foregoing representations ceases to
be true to a material extent.
|
|
c.
|
Each party to
this Agreement represents that it will comply with all applicable laws,
including applicable state privacy laws. Each party agrees to notify the
other party immediately in writing if the foregoing representation ceases
to be true to a material extent.
|
16.
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.
17. Termination
Either of us may
cancel this Agreement at any time by written notice to the other.
18. Notices
All communications
to us should be sent to the following address:
American Funds Distributors, Inc.
Attn: HOST
Control – Contract
Administration Team
0000 Xxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX 00000-0000
Telephone No.: 800/000-0000, option
8
Facsimile No.: 210/474-4088
Any notice to you
shall be duly given if mailed or sent by overnight courier to you at the address
specified by you below.
19.
Miscellaneous
|
a.
|
Payments of
12b-1 fees to you for payment to your financial advisers in respect of
American Funds Money Market Fund are currently
suspended. Payments may resume at a future date, if the fund’s
investment adviser determines, in its sole discretion, that the yield on
the fund’s portfolio securities supports such
payments.
|
|
b.
|
We reserve
the right not to pay any compensation more than six (6) months in arrears
in respect of accounts and/or assets that were not timely identified as
eligible for compensation pursuant to this
Agreement.
|
* * * * *
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
Accepted
______________________________
Firm
By______________________________
Officer
or Partner
______________________________
Print
Name
______________________________
Title
Address:
______________________________
______________________________
______________________________
Date:
______________________________
Schedule
A
July 10,
2009
(supersedes all
previous versions of Schedule A – last version dated May 1, 2009)
A
|
B
|
C
|
529-A
|
529-B
|
529-C
|
529-E
|
R-1
|
R-2
|
R-3
|
R-4
|
R-5
|
R-6
|
|
Category
1
|
|||||||||||||
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
|
American
Balanced Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
American
Funds Target Date Retirement Series
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
l
|
l
|
l
|
l
|
l
|
l
|
American
Mutual Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital
Income Builder
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital World
Growth and Income Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
EuroPacific
Growth Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Fundamental
Investors
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Growth Fund
of America
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Income Fund
of America
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
International
Growth and Income Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Investment
Company of America
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
New Economy
Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
New
Perspective Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
New World
Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
SMALLCAP
World Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Washington
Mutual Investors Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Category
2
|
|||||||||||||
American
High-Income Trust
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
American
High-Income Municipal Bond Fund
|
l
|
e
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Bond Fund of
America
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital World
Bond Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Tax-Exempt
Bond Fund of America
|
l
|
e
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Tax-Exempt
Fund of California
|
l
|
e
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Tax-Exempt
Fund of Maryland
|
l
|
e
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Tax-Exempt
Fund of Virginia
|
l
|
e
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
U.S.
Government Securities Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Category
3
|
|||||||||||||
American
Funds Short-Term Tax-Exempt Bond Fund
|
l
|
na
|
e
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Intermediate
Bond Fund of America
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Limited Term
Tax-Exempt Bond Fund of America
|
l
|
e
|
e
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Short-Term
Bond Fund of America
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Category
4
|
|||||||||||||
American
Funds Money Market Fund
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Class
F-1, Class F-2 and Class 529-F-1 shares are available pursuant to a separate
agreement.
l
|
Share
class is available
|
|
e
|
Share
class is available for exchanges only
|
|
na
|
Share
class is not available
|
American
Funds Distributors, Inc.
|
000 Xxxxx
Xxxx Xxxxxx
|
Xxx Xxxxxxx,
Xxxxxxxxxx 00000
|
Telephone
800/000-0000, ext. 8
Form Of Bank/Trust
Company Selling Group Agreement
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 shares. You have indicated that you wish to act as agent
for your customers in connection with the purchase, sale and redemption of
shares of the Funds as are qualified for sale in your state. We agree
to honor your request, subject to the terms set forth below. In
addition, we are the distributor of CollegeAmerica (Program), a college savings
program as described in Section 529 of the Internal Revenue Code.
1. Authorization
|
a.
|
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, 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. You understand
that
|
(i)
|
Class 529
shares of the Funds are available only as underlying investments through
the Program,
|
(ii)
|
Class F
shares are available only pursuant to a Bank/Trust Company Class F Share
Participation Agreement,
|
(iii)
|
Employer-sponsored
retirement plans that are not currently invested in Class A shares and
that wish to invest without a sales charge are not eligible to purchase
Class A shares. Such plans may invest only in Class R
shares,
|
(iv)
|
You may not
make available to your clients (Client), Class B, Class C, Class 529-B or
Class 529-C shares until you have demonstrated to our affiliate, American
Funds Service Company, that you have the appropriate systems in place to
assess the contingent deferred sales charge associated with those share
classes, and
|
(v)
|
Unless
otherwise permitted under this Agreement or any other Agreement with us,
you may not maintain any non-retirement accounts for your Clients in an
omnibus account (i.e., multiple Client
accounts in one account on the books of the
Funds).
|
|
b.
|
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.
|
2. Compensation
on Sales of Class A Shares and Class 529-A Shares
|
a.
|
Category 1 Funds: On
each purchase order for Class A shares and Class 529-A shares of Funds
listed in Category 1 on the attached Schedule A that is accepted by us and
for which you are responsible, you will be paid compensation as
follows:
|
Compensation
as
|
Sales
Charge
|
|
Percentage
of
|
as
Percentage
|
|
Purchases
|
Offering
Price
|
of
Offering Price
|
Less than
$25,000
|
5.00%
|
5.75%
|
$25,000 but
less than $50,000
|
4.25%
|
5.00%
|
$50,000 but
less than $100,000
|
3.75%
|
4.50%
|
$100,000 but
less than $250,000
|
2.75%
|
3.50%
|
$250,000 but
less than $500,000
|
2.00%
|
2.50%
|
$500,000 but
less than $750,000
|
1.60%
|
2.00%
|
$750,000 but
less than $1,000,000
|
1.20%
|
1.50%
|
$1,000,000 or
more
|
See
below
|
None
|
|
b.
|
Category 2 Funds: On
each purchase order for Class A shares and Class 529-A shares of Funds
listed in Category 2 on the attached Schedule A that is accepted by us and
for which you are responsible, you will be paid the same compensation
indicated above except as follows:
|
Compensation
as
|
Sales
Charge
|
|
Percentage
of
|
as
Percentage
|
|
Purchases
|
Offering
Price
|
of
Offering Price
|
Less than
$100,000
|
3.00%
|
3.75%
|
|
d.
|
Category 3 Funds. On
each purchase order for Class A shares and Class 529-A shares of Funds
listed in Category 3 on the attached Schedule A, that are accepted by
us and for which you are responsible, you will be paid compensation as
follows:
|
Compensation
as
|
Sales
Charge
|
|
Percentage
of
|
as
Percentage
|
|
Purchases
|
Offering
Price
|
of
Offering Price
|
Less than
$500,000
|
2.00%
|
2.50%
|
$500,000 but
less than $750,000
|
1.60%
|
2.00%
|
$750,000 but
less than $1 million
|
1.20%
|
1.50%
|
$1 million or
more
|
See
Agreement
|
None
|
|
d.
|
Category 4
Funds. On sales of Class A shares and Class 529-A shares
of Funds listed in Category 4 on the attached Schedule A, no compensation
will be paid.
|
|
e.
|
For purchase
orders of Class A shares and Class 529-A shares for which you are
responsible, a) amounting to $1 million or more, b) made at net asset
value to endowments and foundations with assets of $50 million or more,
you will be paid compensation of 1.00% on sales to $4 million, plus 0.50%
on amounts over $4 million up to $10 million, plus 0.25% on amounts over
$10 million. No compensation is paid on any other sales of shares at net
asset value, except that compensation may be paid on sales of fund shares
to accounts managed by affiliates of The Capital Group Companies, Inc. as
set forth in this Agreement. Sales of shares of Washington
Mutual Investors Fund below $1 million made in connection with certain
accounts established before September 1, 1969 are subject to reduced
compensation and sales charges as described in the Washington Mutual
Investors Fund Prospectus. With respect to sales of shares of
any tax-exempt fund, the compensation schedule for sales of shares to
endowments and foundations or retirement plans of organizations with
assets of $50 million or more is inapplicable. The schedules of
sales charges above apply to single purchases, concurrent purchases of two
or more of the Funds (except those listed in Category 4 on the attached
Schedule A), and purchases made under a statement of intention and
pursuant to the right of accumulation, both of which are described in the
Prospectuses.
|
3.
Ongoing Service Fees for Class A, Class 529-A, Class B and Class 529-B
Shares
We
are also authorized to pay you continuing service fees each quarter with respect
to the Class A, Class 529-A, Class B and Class 529-B shares of all the Funds to
compensate you for providing certain services to your clients, subject to your
compliance with the following terms, which may be revised by us from time to
time. Your eligibility to continue receiving this compensation will be evaluated
periodically, and your failure to comply with the terms below may result in our
discontinuing service fee payments to you. Initial qualification does
not assure continued participation, and this service fee program may be amended
or terminated by us at any time as indicated below.
|
a.
|
You agree to
cooperate as requested with programs that we provide to enhance
shareholder service. You also agree
|
|
to assume an
active role in providing shareholder services such as processing purchase
and redemption transactions, establishing shareholder accounts, and
providing certain information and assistance with respect to the
Funds. Redemption levels of shareholder accounts assigned to
you will be considered in evaluating your continued participation in this
service fee program.
|
|
b.
|
You agree to
support our marketing efforts by granting reasonable requests for visits
to your offices by our wholesalers.
|
|
c.
|
You agree to
assign an individual to each shareholder account on your books and to
reassign the account should
|
|
that
individual no longer be assigned to the account. You agree to
instruct each such individual to regularly contact shareholders having
accounts so assigned.
|
|
d.
|
You agree to
pass through either directly or indirectly to the individual(s) assigned
to such accounts a share of the service fees paid to you pursuant to this
Agreement. You recognize that the service fee is intended to
compensate the individual for providing, and encourage the individual to
continue to provide, service to the account
holder.
|
|
e.
|
You
acknowledge that (i) all service fee payments are subject to the
limitations contained in each Fund’s Plan of Distribution and may be
varied or discontinued at any time; and (ii) no service fees
will be paid on shares purchased under the net asset value purchase
privilege as described in the Funds’ statements of additional
information.
|
|
f.
|
On Class A,
Class 529-A, Class B and Class 529-B shares of Funds listed in Category 1,
Category 2, and Category 3 on the attached Schedule A, we will pay you a
quarterly service fee at the following annual rates, based on the average
daily net asset value of Class A, Class 529-A, Class B and Class 529-B
shares, respectively, that have been invested for 12 months and are held
in an account assigned to you at the end of the quarter for which payment
is made:
|
Annual
Service Fee Rate
|
|
Shares with a
first anniversary of purchase before 7-1-88*
|
0.15%
|
Shares with a
first anniversary of purchase on or after 7-1-88
|
0.25%
|
Shares of
state-specific tax-exempt funds
|
0.25%
|
|
g.
|
On Class A,
Class 529-A, Class B and Class 529-B shares of Funds listed in Category 4
on the attached Schedule A, we will pay you a quarterly service fee at the
following annual rates, based on the average daily net asset value of
Class A, Class 529-A, Class B and Class 529-B shares, respectively, that
have been invested for 12 months and are held in an account assigned to
you at the end of the quarter for which payment is
made:
|
Annual
Service Fee Rate
|
|
All
Shares
|
0.15%
|
h. Notwithstanding
anything to the contrary in the Agreement, on Class A, Class 529-A, Class B and
Class 529-B shares of Short-Term Bond Fund of America and Class A and Class B
shares of American Funds Short-Term Tax-Exempt Bond Fund, we will pay you a
quarterly service fee at the following annual rates, based on the average daily
net asset value of Class A, Class 529-A, Class B and Class 529-B shares,
respectively, that have been invested for 12 months and are held in an account
assigned to you at the end of the quarter for which payment is
made:
Annual
Service Fee Rate
|
|
All
Shares
|
0.15%
|
*Except
U.S. Government Securities Fund, which pays service fees at the 0.25% rate on
all shares held at least 12 months.
4. Compensation
on Sales of Class C Shares and Class 529-C Shares
|
a.
|
On purchase
orders for Class C shares and Class 529-C shares of Funds listed in
Category 1, Category 2 and Category 3 on the attached Schedule A that are
accepted by us and for which you are responsible, we will pay
you:
|
•
compensation of 0.75% of the amount invested, plus
•
an immediate service fee of 0.25% of the amount invested.
|
b.
|
In addition,
we will pay you ongoing compensation on a quarterly basis at the annual
rate of 1.00% of the average daily net asset value of Class C shares and
Class 529-C shares of Funds listed in Category 1, Category 2, Category 3,
and Category 4 on the attached Schedule A that have been invested for 12
months and are held in an account assigned to you at the end of the
quarter for which payment is made. The payment of this ongoing
compensation is subject to the limitations contained in each Fund’s Plan
of Distribution and may be varied or discontinued at any
time.
|
5. Compensation
on Sales of Class 529-E Shares
We
will pay you ongoing compensation on a quarterly basis at the annual rate of
0.50% of the average daily net asset value of Class 529-E shares of
Funds listed in Category 1, Category 2, Category 3 and Category 4 on the
attached Schedule A that are held in an account assigned to you at the end of
the quarter for which payment is made. The payment of this ongoing
compensation is subject to the limitations contained in each Fund’s Plan of
Distribution and may be varied or discontinued at any time.
6. Retirement
Plan Share Classes (R shares) and Account Options (for retirement plans
only)
|
a.
|
We will pay
you ongoing compensation on a quarterly basis, at the applicable annual
rate set forth below, of the average daily net asset value of R shares of
Funds listed in Category 1, Category 2, Category 3 and Category 4 on the attached
Schedule A that are held in an employer-sponsored retirement plan (Plan)
account assigned to you at the end of the quarter for which payment is
made. The payment of this ongoing compensation is subject to
the limitations contained in each Fund’s Plan of Distribution and may be
varied or discontinued at any time. We expect that you will
maintain one account for each of your Plan customers on the books of the
Funds.
|
R
Share Class
|
Annual
Compensation Rate
|
Class
R-1
|
1.00%
|
Class
R-2
|
0.75%
|
Class
R-3
|
0.50%
|
Class
R-4
|
0.25%
|
Class
R-5
|
No
compensation paid
|
Class
R-6
|
No
compensation paid
|
b.
|
If you hold
Plan accounts in an omnibus account (i.e., multiple Plans in
one account on the books of the Funds), the Plans may invest only in R
shares, and you may be required to execute an Omnibus Addendum to the
Bank/Trust Selling Group Agreement, which you can obtain by calling our
Home Office Service Team at 800/421-5475, extension
8.
|
c.
|
Mutual Funds Sold Through
PlanPremier. With respect to sales you make through American Funds’
PlanPremier retirement plan recordkeeping program, we will pay you as
servicing dealer ongoing compensation on a quarterly basis, at the
applicable annual rate set forth below, of the average daily net asset
value of Eligible Plan Assets that are held in a Plan assigned to you at
the end of the quarter for which payment is made. For purposes of this
Agreement, Eligible Plan Assets mean total Plan Assets (including assets
invested in American Funds and other mutual funds or investment options
approved for use in PlanPremier), excluding (i) assets held in
self-directed brokerage accounts, (ii) employer stock and (iii) any other
investment option not approved for use in PlanPremier. This
ongoing compensation will accrue on a calendar-quarter
basis. The payment of this compensation is subject to the
limitations contained in each American Funds’ Plan of Distribution and may
be varied or discontinued at any
time.
|
Eligible
Plan Assets1
|
Annual
Compensation Rate
|
Eligible Plan
Assets that include American Funds Class R-2 Shares
|
0.65%
|
Eligible Plan
Assets that include American Funds Class R-3 Shares
|
0.35%
|
Eligible Plan
Assets that include American Funds Class R-4 Shares
|
0.20%
|
Eligible Plan
Assets that include American Funds Class R-5 Shares
|
No
compensation paid
|
Eligible Plan
Assets that include American Funds Class R-6 Shares
|
No
compensation paid
|
The compensation
described above will take effect with any Plan for which a PlanPremier proposal
was generated on or after July 31, 2006. The terms of compensation payable with
respect to Plans participating in PlanPremier as of July 30, 2006 will continue
unaffected. Plans for which PlanPremier proposals were generated on or before
July 30, 2006 will retain the terms of compensation in effect for Plans
participating in PlanPremier as of the proposal date so long as the Plan sponsor
committed to participating in PlanPremier by December 31, 2006
Notwithstanding the foregoing, no
compensation will be paid on shares of American Funds Money Market Fund held
through the PlanPremier program. Payments may resume at a future date, if
the fund’s investment adviser determines, in its sole discretion, that the yield
on the fund’s portfolio securities supports such payments.
1
American Funds Class R-1 shares are not available to Plans for which a
PlanPremier proposal is generated on or after July 31, 2006.
7. 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 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. Representations
|
a.
|
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 Financial Industry Regulatory Authority (FINRA), and your
membership with FINRA 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; (2) you
are complying with and will continue to comply with all applicable federal
and state laws, rules and regulations; (3) 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, and (4) 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
any of the foregoing representations ceases to be true to a material
extent. 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, rules and
regulations relating to securities purchases
hereunder.
|
b.
|
We represent
that (1) we are acting as an underwriter within the meaning of the
applicable rules of the NASD and are complying with and will continue to
comply with all applicable federal and state laws, rules and regulations,
(2) we are a member of FINRA and (3) our membership with FINRA is not
currently suspended or terminated. We agree to notify you
immediately in writing if any of the foregoing representations ceases to
be true to a material extent.
|
|
c.
|
Each party to
this Agreement represents that it will comply with all applicable laws,
including applicable state privacy laws. Each party agrees to notify the
other party immediately in writing if the foregoing representation ceases
to be true to a material extent.
|
16.
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.
17. Termination
Either of us may
cancel this Agreement at any time by written notice to the other.
18. Notices
All communications
to us should be sent to the following address:
American Funds
Distributors, Inc.
Attn: HOST Control
– Contract Administration Team
0000 Xxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX
00000-0000
Telephone No.:
800/000-0000, option 8
Facsimile No.:
210/474-4088
Any notice to you
shall be duly given if mailed or sent by overnight courier to you at the address
specified by you below.
19.
Miscellaneous
|
a.
|
Payments of
12b-1 fees to you for payment to your financial advisers in respect of
American Funds Money Market Fund are currently
suspended. Payments may resume at a future date, if the fund’s
investment adviser determines, in its sole discretion, that the yield on
the fund’s portfolio securities supports such
payments.
|
|
b.
|
We reserve
the right not to pay any compensation more than six (6) months in arrears
in respect of accounts and/or assets that were not timely identified as
eligible for compensation pursuant to this
Agreement.
|
* * * * *
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
______________________________
Accepted
______________________________
Firm
By
______________________________
Officer
or Partner
______________________________
Print
Name
______________________________
Title
Address:
______________________________
______________________________
Date:
______________________________
Schedule
A
July 10,
2009
(supersedes all
previous versions of Schedule A – last version dated May 1, 2009)
A
|
B
|
C
|
529-A
|
529-B
|
529-C
|
529-E
|
R-1
|
R-2
|
R-3
|
R-4
|
R-5
|
R-6
|
|
Category
1
|
|||||||||||||
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
|
American
Balanced Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
American
Funds Target Date Retirement Series
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
l
|
l
|
l
|
l
|
l
|
l
|
American
Mutual Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital
Income Builder
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital World
Growth and Income Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
EuroPacific
Growth Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Fundamental
Investors
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Growth Fund
of America
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Income Fund
of America
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
International
Growth and Income Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Investment
Company of America
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
New Economy
Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
New
Perspective Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
New World
Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
SMALLCAP
World Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Washington
Mutual Investors Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Category
2
|
|||||||||||||
American
High-Income Trust
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
American
High-Income Municipal Bond Fund
|
l
|
e
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Bond Fund of
America
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital World
Bond Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Tax-Exempt
Bond Fund of America
|
l
|
e
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Tax-Exempt
Fund of California
|
l
|
e
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Tax-Exempt
Fund of Maryland
|
l
|
e
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Tax-Exempt
Fund of Virginia
|
l
|
e
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
U.S.
Government Securities Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Category
3
|
|||||||||||||
American
Funds Short-Term Tax-Exempt Bond Fund
|
l
|
e
|
e
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Intermediate
Bond Fund of America
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Limited Term
Tax-Exempt Bond Fund of America
|
l
|
e
|
e
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Short-Term
Bond Fund of America
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Category
4
|
|||||||||||||
American
Funds Money Market Fund
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Class
F-1, Class F-2 and Class 529-F-1 shares are available pursuant to a separate
agreement.
l
|
Share
class is available
|
|
e
|
Share
class is available for exchanges only
|
|
na
|
Share
class is not available
|
[logo
– American Funds 9r)]
|
American
Funds Distributors, Inc.
|
000 Xxxxx
Xxxx Xxxxxx
|
Xxx Xxxxxxx,
Xxxxxxxxxx 00000
Telephone
800/000-0000, ext. 8
Form
Of
Class F Share
Participation Agreement
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-1 shares and Class F-2 shares of the Funds (together Shares
or Class F shares). 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
|
a.
|
In
consideration of your making Class F-1 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 Class F-1
shares of Funds listed on Schedule A that are held in an account assigned
to you. Such fee shall be paid within 30 days following the end of the
quarter for which such fees are payable (currently the quarters are
February, May, August and November). In order to receive a service fee for
a particular quarter, the fee must amount to at least $10. 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. No
compensation shall be paid under this Agreement on Class F-2 shares of the
Funds.
|
|
b.
|
If you offer
American Funds Money Market Fund, you acknowledge and agree that we may
discontinue making payments of 12b-1 fees in respect of American Funds
Money Market Fund if the fund’s investment adviser determines, in its sole
discretion, that the yield on the fund’s portfolio securities does not
support such payments. We currently intend to make these payments under
this Agreement.
|
|
c.
|
You agree
that if you are assigned to an account holding Class F-1 shares of the
Funds that were converted from Class C shares of the Funds and those Class
F-1 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 an
Administrative Services Agreement with Capital Research and Management
Company.
4. Order
Processing
a. 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 clearing house 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.
|
b.
|
You shall
place orders for the purchase and redemption of Shares as described in the
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
|
a.
|
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 Financial Industry Regulatory Authority (FINRA)
and (iii) not currently under an order suspending or terminating your
membership with FINRA, or (b) an entity that is affiliated with a
FINRA-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.)
|
|
b.
|
Each party to
this Agreement represents that it will comply with all applicable laws,
including applicable state privacy laws. Each party agrees to notify the
other party immediately in writing if the foregoing representation ceases
to be true to a material extent.
|
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 following address:
American Funds Service Company
Attn: HOST
Control – Contract
Administration Team
0000 Xxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX 00000-0000
Telephone No.: 800/000-0000, option
8
Facsimile No.: 210/474-4088
Any notice to you
shall be duly given if mailed or sent by overnight courier to you at the address
specified by you below.
14. Miscellaneous
|
We reserve
the right not to pay any compensation more than six (6) months in arrears
in respect of accounts and/or
assets
|
|
that were not
timely identified as eligible for compensation pursuant to this
Agreement.
|
* * * * *
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
______________________________
Accepted
______________________________
Firm
By ______________________________
Officer
or Partner
______________________________
Print
Name
______________________________
Title
Address:
______________________________
______________________________
Date:
______________________________
SCHEDULE
A
July 10,
2009
LIST
OF FUNDS
|
American
Balanced Fund
|
|
American
Funds Money Market Fund
|
|
American
Funds Short-Term Tax Exempt Bond
Fund
|
|
American
High-Income Municipal Bond Fund
|
|
American
High-Income Trust
|
|
American
Mutual Fund
|
|
Bond Fund of
America
|
|
Capital
Income Builder
|
|
Capital World
Growth and Income Fund
|
|
Capital World
Bond Fund
|
|
EuroPacific
Growth Fund
|
|
Fundamental
Investors
|
|
Growth Fund
of America
|
|
Income Fund
of America
|
|
Investment
Company of America
|
|
Intermediate
Bond Fund of America
|
|
International
Growth and Income Fund
|
|
Limited Term
Tax-Exempt Bond Fund of America
|
|
New Economy
Fund
|
|
New
Perspective Fund
|
|
New World
Fund
|
|
Short-Term
Bond Fund of America
|
|
SMALLCAP
World Fund
|
|
Tax-Exempt
Bond Fund of America
|
|
Tax-Exempt
Fund of California
|
|
Tax-Exempt
Fund of Maryland
|
|
Tax-Exempt
Fund of Virginia
|
|
U.S.
Government Securities Fund
|
|
Washington
Mutual Investors Fund
|
LIST
OF PROGRAMS
______________________________
Program
Name
______________________________
Program
Name
______________________________
Program
Name
______________________________
Program
Name
American
Funds Distributors, Inc.
|
000 Xxxxx
Xxxx Xxxxxx
|
Xxx Xxxxxxx,
Xxxxxxxxxx 00000
|
Telephone
800/000-0000, ext. 8
|
Form
of
Bank/Trust Company
Participation Agreement
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-1 shares and Class F-2 shares of the Funds (together Shares
or Class F shares). 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
|
|
a.
|
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.
|
|
b.
|
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.
|
2.
|
Compensation
for Sales of Fund Shares
|
|
a.
|
In
consideration of your making Class F-1 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 Class F-1 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. No compensation shall be paid under this Agreement on
Class F-2 shares of the Funds.
|
|
b.
|
If you offer
American Funds Money Market Fund, you acknowledge and agree that we may
discontinue making payments of 12b-1 fees in respect of American Funds
Money Market Fund if the fund’s investment adviser determines, in its sole
discretion, that the yield on the fund’s portfolio securities does not
support such payments. We currently intend to make these payments under
this Agreement.
|
|
c.
|
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
|
|
a.
|
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 Financial Industry Regulatory Authority (FINRA), and your
membership with FINRA 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.
|
|
b.
|
Each party to
this Agreement represents that it will comply with all applicable laws,
including applicable state privacy laws. Each party agrees to notify the
other party immediately in writing if the foregoing representation ceases
to be true to a material extent.
|
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 following address:
American
Funds Distributors, Inc.
Attn:
HOST Control –
Contract
Administration Team
0000
Xxxxxxx Xxxxxxxxx
Xxx
Xxxxxxx, XX 00000-0000
Telephone
No.: 800/000-0000, option 8
Facsimile
No.: 210/474-4088
Any notice to you
shall be duly given if mailed or sent by overnight courier to you at the address
specified by you below.
16.
|
Miscellaneous
|
|
a.
|
If you offer
American Funds Money Market Fund, you acknowledge and agree that we may
discontinue making payments of 12b-1 fees in respect of American Funds
Money Market Fund if the fund’s investment adviser determines, in its sole
discretion, that the yield on the fund’s portfolio securities does not
support such payments. We currently intend to make these
payments under this Agreement.
|
|
b.
|
We reserve
the right not to pay any compensation more than six (6) months in arrears
in respect of accounts and/or assets that were not timely identified as
eligible for compensation pursuant to this
Agreement.
|
* * * * *
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 ______________________________
Accepted
______________________________
Firm
By ______________________________
Officer or
Partner
Address:
______________________________
______________________________
______________________________
Date:
______________________________
SCHEDULE
A
July 10,
2009
LIST
OF FUNDS
|
American
Balanced Fund
|
|
American
Funds Money Market Fund
|
|
American
Funds Short-Term Tax Exempt Bond
Fund
|
|
American
High-Income Municipal Bond Fund
|
|
American
High-Income Trust
|
|
American
Mutual Fund
|
|
Bond Fund of
America
|
|
Capital
Income Builder
|
|
Capital World
Growth and Income Fund
|
|
Capital World
Bond Fund
|
|
EuroPacific
Growth Fund
|
|
Fundamental
Investors
|
|
Growth Fund
of America
|
|
Income Fund
of America
|
|
Investment
Company of America
|
|
Intermediate
Bond Fund of America
|
|
International
Growth and Income Fund
|
|
Limited Term
Tax-Exempt Bond Fund of America
|
|
New Economy
Fund
|
|
New
Perspective Fund
|
|
New World
Fund
|
|
Short-Term
Bond Fund of America
|
|
SMALLCAP
World Fund
|
|
Tax-Exempt
Bond Fund of America
|
|
Tax-Exempt
Fund of California
|
|
Tax-Exempt
Fund of Maryland
|
|
Tax-Exempt
Fund of Virginia
|
|
U.S.
Government Securities Fund
|
|
Washington
Mutual Investors Fund
|