WASHINGTON MUTUAL INVESTORS FUND, INC.
AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
THIS PRINCIPAL UNDERWRITING AGREEMENT, is between
WASHINGTON MUTUAL INVESTORS FUND, INC., a Maryland corporation
(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 fourteen classes of shares of common stock, designated as Class A
shares, Class B shares, Class C shares, Class F shares, Class 529-A shares,
Class 529-B shares, Class 529-C shares, Class 529-E shares, Class 529-F shares,
Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares, and
Class R-5 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 Directors; and
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 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 Fund" or
"shares" as used herein shall mean shares of common stock 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 30 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.
0.Xx 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 a 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 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.
0.Xx its sales to dealers, it shall be the responsibility of the
Distributor to insure 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 25 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 National Association of Securities
Dealers, Inc. ("NASD"), as such requirements may from time to time exist.
11. The Distributor, as a 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 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 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 shares, shall receive shareholder service fees at the rate of 0.25% per
annum of the average net asset value of Class F shares pursuant to the Fund's
Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class F
shares (the "Class F Plan").
15. The Distributor, as a 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.
16. 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 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 16 by
reference with the same force and effect as if set forth herein in their
entirety.
17. 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 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 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-E shares shall receive (i) distribution fees at the rate of 0.25% per
annum of the average 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 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").
19. The Distributor, as principal underwriter under this agreement for
Class 529-F shares, shall receive shareholder service fees at the rate of 0.25%
per annum of the average net asset value of Class 529-F shares pursuant to the
Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its
Class 529F shares (the "Class 529-F Plan").
20. 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 and R-5 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 net assets of the respective
share class. Fees shall accrue daily and be paid monthly.
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%
21.The Fund agrees to use its best efforts to maintain its
registration as a non-diversified open-end management investment company under
the 1940 Act.
22.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.
23.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.
24. 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.
25. 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 Directors 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 nondelivery 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.
26. (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) the NASD 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 Directors 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.
27. 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 30 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.
00.Xx 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, or gross negligence.
29.This Agreement shall become effective on February 15, 2002. Unless
sooner terminated in accordance with the other provisions hereof, this Agreement
shall continue in effect until December 31, 2002, 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 Directors 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 Directors of the Fund or a majority (within the meaning of
the 0000 Xxx) of the outstanding voting securities of the Fund.
30.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 Directors and the
Independent Directors in accordance with Section 27. The Agreement as approved
with respect to any series or class shall specify the compensation payable to
the Distributor pursuant to Sections 11 through 20, as well as any provisions
which may differ from those herein with respect to such series, subject to
approval in writing by the Distributor.
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.
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 February 1, 2002.
AMERICAN FUNDS DISTRIBUTORS, INC. WASHINGTON MUTUAL INVESTORS
FUND, INC.
By: ____________________________ By: ______________________________
Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
President President
By: ____________________________ By: _______________________________
Xxxxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxxxx
Secretary Secretary
SCHEDULE A
to the
Amended and Restated Principal Underwriting Agreement
ALLOCATION SCHEDULE
The following relates solely to Class B shares.
The Distributor's Allocable Portion of Distribution Fees and CDSCs in
respect of Class B shares shall be 100% until such time as the Distributor shall
cease to serve as exclusive distributor of Class B shares; thereafter,
collections that constitute CDSCs and Distribution Fees relating to Class B
shares shall be allocated among the Distributor and any successor distributor
("Successor Distributor") in accordance with this Schedule.
Defined terms used in this Schedule and not otherwise defined herein
shall have the meanings assigned to them in the Amended and Restated Principal
Underwriting Agreement (the "Distribution Agreement"), of which this Schedule is
a part. As used herein the following terms shall have the meanings indicated:
"Commission Share" means each B share issued under circumstances
which would normally give rise to an obligation of the holder of such share to
pay a CDSC upon redemption of such share (including, without limitation, any B
share issued in connection with a permitted free exchange), and any such share
shall continue to be a Commission Share of the applicable Fund prior to the
redemption (including a redemption in connection with a permitted free exchange)
or conversion of such share, even though the obligation to pay the CDSC may have
expired or conditions for waivers thereof may exist.
"Date of Original Issuance" means in respect of any Commission Share,
the date with reference to which the amount of the CDSC payable on redemption
thereof, if any, is computed.
"Free Share" means, in respect of a Fund, each B share of the Fund,
other than a Commission Share (including, without limitation, any B share issued
in connection with the reinvestment of dividends or capital gains).
"Inception Date" means in respect of a Fund, the first date on which
the Fund issued shares.
"Net Asset Value" means the net asset value determined as set forth
in the Prospectus of each Fund.
"Omnibus Share" means, in respect of a Fund, a Commission Share or
Free Share sold by one of the selling agents maintaining shares in an omnibus
account. If, subsequent to the Successor Distributor becoming exclusive
distributor of the Class B shares, the Distributor reasonably determines that
the transfer agent is able to track all Commission Shares and Free Shares sold
by any of the selling agents listed on Exhibit I in the same manner as
Commission Shares and Free Shares are currently tracked in respect of selling
agents not listed on Exhibit I, then Exhibit I shall be amended to delete such
selling agent from Exhibit I so that Commission Shares and Free Shares sold by
such selling agent will no longer be treated as Omnibus Shares.
PART I: ATTRIBUTION OF CLASS B SHARES
Class B shares that are outstanding from time to time, shall be
attributed to the Distributor and each Successor Distributor in accordance with
the following rules;
(1) Commission Shares other than Omnibus Shares:
(a) Commission Shares that are not Omnibus Shares ("Non-Omnibus
Commission Shares") attributed to the Distributor shall be those
Non-Omnibus Commission Shares the Date of Original Issuance of which
occurred on or after the Inception Date of the applicable Fund and on
or prior to the date the Distributor ceased to be exclusive
distributor of Class B shares of the Fund.
(b) Non-Omnibus Commission Shares attributable to each Successor
Distributor shall be those Non-Omnibus Commission Shares the Date of
Original Issuance of which occurs after the date such Successor
Distributor became the exclusive distributor of Class B shares of the
Fund and on or prior to the date such Successor Distributor ceased to
be the exclusive distributor of Class B shares of the Fund.
(c) A Non-Omnibus Commission Share of a Fund issued in
consideration of the investment of proceeds of the redemption of a
Non-Omnibus Commission Share of another fund (the "Redeeming Fund")
in connection with a permitted free exchange, is deemed to have a
Date of Original Issuance identical to the Date of Original Issuance
of the Non-Omnibus Commission Share of the Redeeming Fund, and any
such Commission Share will be attributed to the Distributor or
Successor Distributor based upon such Date of Original Issuance in
accordance with rules (a) and (b) above.
(2) Free Shares:
Free Shares that are not Omnibus Shares ("Non-Omnibus Free Shares")
of a Fund outstanding on any date shall be attributed to the Distributor or a
Successor Distributor, as the case may be, in the same proportion that the
Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed
to each on such date; provided that if the Distributor and its transferees
reasonably determines that the transfer agent is able to produce monthly reports
that track the Date of Original Issuance for such Non-Omnibus Free Shares, then
such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
(3) Omnibus Shares:
Omnibus Shares of a Fund outstanding on any date shall be attributed
to the Distributor or a Successor Distributor, as the case may be, in the same
proportion that the Non-Omnibus Commission Shares of the applicable Fund
outstanding on such date are attributed to it on such date; provided that if the
Distributor reasonably determines that the transfer agent is able to produce
monthly reports that track the Date of Original Issuance for the Omnibus Shares,
then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c)
above.
PART II: ALLOCATION OF CDSCs
(1) CDSCs Related to the Redemption of Non-Omnibus
Commission Shares:
CDSCs in respect of the redemption of Non-Omnibus Commission Shares
shall be allocated to the Distributor or a Successor Distributor depending upon
whether the related redeemed Commission Share is attributable to the Distributor
or such Successor Distributor, as the case may be, in accordance with Part I
above.
(2) CDSCs Related to the Redemption of Omnibus Shares:
CDSCs in respect of the redemption of Omnibus Shares shall be
allocated to the Distributor or a Successor Distributor in the same proportion
that CDSCs related to the redemption of 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
Conduct Rules or any other applicable law change so as to disproportionately
reduce, in a manner inconsistent with the intent of this Distribution Agreement,
the amount of the Distributor's Allocable Portion or any Successor Distributor's
Allocable Portion had no such change occurred, the definitions of the
Distributor's Allocable Portion and/or the Successor Distributor's Allocable
Portion in respect of the Class B shares relating to a Fund shall be adjusted by
agreement among the relevant parties; provided, however, if the Distributor, the
Successor Distributor and the Fund cannot agree within thirty (30) days after
the date of any such change in applicable laws or in any distributor's contract,
distribution plan, prospectus or the Conduct Rules, they shall submit the
question to arbitration in accordance with the commercial arbitration rules of
the American Arbitration Association and the decision reached by the arbitrator
shall be final and binding on each of them.
SCHEDULE B
to the
Amended and Restated Principal Underwriting Agreement
ALLOCATION SCHEDULE
The following relates solely to Class C shares.
The Distributor's Allocable Portion of Distribution Fees and CDSCs in
respect of Class C shares shall be 100% until such time as the Distributor shall
cease to serve as exclusive distributor of Class C shares; thereafter,
collections that constitute CDSCs and Distribution Fees relating to Class C
shares shall be allocated among the Distributor and any successor distributor
("Successor Distributor") in accordance with this Schedule. At such time as the
Distributor's Allocable Portion of the Distribution Fees equals zero, the
Successor Distributor shall become the Distributor for purposes of this
Allocation Schedule.
Defined terms used in this Schedule and not otherwise defined herein
shall have the meanings assigned to them in the Amended and Restated Principal
Underwriting Agreement (the "Distribution Agreement"), of which this Schedule is
a part. As used herein the following terms shall have the meanings indicated:
"Commission Share" means each C share issued under circumstances
which would normally give rise to an obligation of the holder of such share to
pay a CDSC upon redemption of such share (including, without limitation, any C
share issued in connection with a permitted free exchange), and any such share
shall continue to be a Commission Share of the applicable Fund prior to the
redemption (including a redemption in connection with a permitted free exchange)
or conversion of such share, even though the obligation to pay the CDSC may have
expired or conditions for waivers thereof may exist.
"Date of Original Issuance" means in respect of any Commission Share,
the date with reference to which the amount of the CDSC payable on redemption
thereof, if any, is computed.
"Free Share" means, in respect of a Fund, each C share of the Fund,
other than a Commission Share (including, without limitation, any C share issued
in connection with the reinvestment of dividends or capital gains).
"Inception Date" means in respect of a Fund, the first date on which
the Fund issued shares.
"Net Asset Value" means the net asset value determined as set forth
in the Prospectus of each Fund.
"Omnibus Share" means, in respect of a Fund, a Commission Share or
Free Share sold by one of the selling agents maintaining shares in an omnibus
account ("Omnibus Selling Agents"). If, subsequent to the Successor Distributor
becoming exclusive distributor of the Class C shares, the Distributor reasonably
determines that the transfer agent is able to track all Commission Shares and
Free Shares sold by any of the Omnibus Selling Agents in the same manner 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 Conduct Rules
or any other applicable law change so as to disproportionately reduce, in a
manner inconsistent with the intent of this Distribution Agreement, the amount
of the Distributor's Allocable Portion or any Successor Distributor's Allocable
Portion had no such change occurred, the definitions of the Distributor's
Allocable Portion and/or the Successor Distributor's Allocable Portion in
respect of the Class C shares relating to a Fund shall be adjusted by agreement
among the relevant parties; provided, however, if the Distributor, the Successor
Distributor and the Fund cannot agree within thirty (30) days after the date of
any such change in applicable laws or in any distributor's contract,
distribution plan, prospectus or the Conduct Rules, they shall submit the
question to arbitration in accordance with the commercial arbitration rules of
the American Arbitration Association and the decision reached by the arbitrator
shall be final and binding on each of them.
SCHEDULE C
to the
Amended and Restated Principal Underwriting Agreement
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 Amended and Restated Principal
Underwriting Agreement (the "Distribution Agreement"), of which this Schedule is
a part. As used herein the following terms shall have the meanings indicated:
"Commission Share" means each 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. 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 selling agents listed on Exhibit I in the same manner as
Commission Shares and Free Shares are currently tracked in respect of selling
agents not listed on Exhibit I, then Exhibit I shall be amended to delete such
selling agent from Exhibit I so that Commission Shares and Free Shares sold by
such selling agent will no longer be treated as Omnibus Shares.
PART I: ATTRIBUTION OF CLASS 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 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 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
Amended and Restated Principal Underwriting Agreement
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 Amended and Restated Principal
Underwriting Agreement (the "Distribution Agreement"), of which this Schedule is
a part. As used herein the following terms shall have the meanings indicated:
"Commission Share" means each 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 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 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 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 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.
