FORM OF AMENDMENT OF [AMENDED] SHAREHOLDER SERVICES AGREEMENT
FORM
OF AMENDMENT OF [AMENDED] SHAREHOLDER SERVICES AGREEMENT
This Amendment to
the [Amended] Shareholder Services Agreement (the "Agreement") by and between
American Funds Service Company (hereinafter, "AFS") and [Name of Fund]
(hereinafter, the "Fund") is dated as of the 1st day of November,
2008.
WHEREAS, AFS and the Fund
entered into the Agreement with regard to certain shareholder services to be
performed by AFS; and
WHEREAS, AFS and the Fund
desire to amend said Agreement in the manner hereinafter set forth;
NOW THEREFORE, pursuant to
Section 9 of the Agreement, AFS and the Fund hereby amend Section 6 of the
Agreement to read as follows:
AFS will provide to
the participating investment companies the shareholder services referred to
herein in return for the following fees:
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Annual
account maintenance fee (paid monthly):
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Fee per account (annual
rate)
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Rate
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Broker
controlled account (networked and street)
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$0.84
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Full service
account
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$18.00
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No annual fee will
be charged for a participant account underlying a 401(k) or other defined
contribution plan where the plan maintains a single account on AFS’ books and
responds to all participant inquiries.
AFS will xxxx the
Fund monthly, on or shortly after the first of each calendar month, and the Fund
will pay AFS within five business days of such billing.
Any revision of the
schedule of charges set forth herein shall require the affirmative vote of a
majority of the members of the board of [directors][trustees] of the
Fund.
[Remainder of page
intentionally left blank.]
IN WITNESS THEREOF, AFS and
the Fund have caused this Amendment to be executed by their duly authorized
officers effective as of the date first written above.
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[NAME OF
FUND]
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AMERICAN
FUNDS SERVICE COMPANY
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BY:
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BY:
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Name:
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Name:
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Title:
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Title:
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Date:
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Date:
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AGREEMENT
AND PLAN OF REORGANIZATION
This Agreement and
Plan of Reorganization (“Agreement”) is made as of this 20th day of
April, 2009 by and between The Tax-Exempt Money Fund of America, a Massachusetts
business trust (the “Fund”), and American Funds Short-Term Tax-Exempt Bond Fund,
a Delaware statutory trust (the “DE Trust”) (the Fund and the DE Trust are
hereinafter collectively referred to as the “parties”).
In
consideration of the mutual promises contained herein, and intending to be
legally bound, the parties hereto agree as follows:
1. Plan
of Reorganization.
a. Upon satisfaction
of the conditions precedent described in Section 3 hereof, the Fund will convey,
transfer and deliver to the DE Trust at the closing provided for in Section 2
(hereinafter referred to as the “Closing”) all of the Fund’s then-existing
assets (the “Assets”). In consideration thereof, the DE Trust agrees at the
Closing (i) to assume and pay when due all obligations and liabilities of the
Fund, existing on or after the Effective Date of the Reorganization (as defined
in Section 2 hereof), whether absolute, accrued, contingent or otherwise,
including all fees and expenses in connection with this Agreement, which fees
and expenses shall, in turn, include, without limitation, costs of legal advice,
accounting, printing, mailing, proxy solicitation and transfer taxes, if any
(collectively, the “Liabilities”), such Liabilities to become the obligations
and liabilities of the DE Trust; and (ii) to deliver to the Fund in accordance
with paragraph (b) of this Section 1, one (1) share of each series and class of
shares of beneficial interest, without par value, of the DE Trust, for each ten
(10) shares of the corresponding series and class of shares of beneficial
interest, without par value, of the Fund outstanding at the time of calculation
of the Fund’s net asset value (“NAV”) on the business day immediately preceding
the Effective Date of the Reorganization. The reorganization contemplated hereby
is intended to qualify as a reorganization within the meaning of Section 368 of
the Internal Revenue Code of 1986, as amended (“Code”). The Fund shall
distribute to the Fund’s shareholders the shares of the DE Trust in accordance
with this Agreement and the resolutions of the Board of Trustees of the Fund
(the “Board of Trustees”) authorizing the transactions contemplated by this
Agreement.
b. In order to effect
the delivery of shares described in Section 1(a)(ii) hereof, the DE Trust will
establish an open account for each shareholder of the Fund and, on the Effective
Date of the Reorganization, will credit to such account full and fractional
shares of beneficial interest, without par value, of the corresponding series
and class of the DE Trust equal to one (1) share of beneficial interest for each
ten (10) shares of beneficial interest such shareholder holds in the
corresponding series and class of the Fund at the time of calculation of
the Fund’s NAV on the business day immediately preceding the Effective Date of
the Reorganization. Fractional shares of the DE Trust will be carried to the
third decimal place. At the time of calculation of the Fund’s NAV on the
business day immediately preceding the Effective Date of the Reorganization, the
net asset value per share of each series and class of shares of the DE Trust
shall be deemed to be ten dollars ($10.00) per share and the net asset value per
share of each series and class of shares of the Fund shall be one dollar ($1.00)
per share. On the Effective Date of the Reorganization, each certificate
representing shares of a series and class of the Fund will be deemed to
represent one-tenth (1/10) the number of shares of the corresponding series and
class of the DE Trust. Simultaneously with the crediting of the shares of the DE
Trust to the shareholders of record of the Fund, the shares of the Fund held by
such shareholders shall be cancelled. Each shareholder of the Fund will have the
right to deliver their share certificates of the Fund to the DE Trust in
exchange for share certificates of the DE Trust. However, a shareholder need not
deliver such certificates to the DE Trust unless the shareholder so
desires.
c. As soon as
practicable after the Effective Date of the Reorganization, the Fund shall take
all necessary steps under Massachusetts law to effect a complete dissolution of
the Fund.
d. The expenses of
entering into and carrying out this Agreement will be borne by the
Fund.
2. Closing
and Effective Date of the Reorganization.
The Closing shall
consist of (i) the conveyance, transfer and delivery of the Assets to the DE
Trust in exchange for the assumption and payment, when due, by the DE Trust, of
the Liabilities of the Fund; and (ii) the issuance and delivery of the DE
Trust’s shares in accordance with Section 1(b), together with related acts
necessary to consummate such transactions. Subject to receipt of all necessary
regulatory approvals and the final adjournment of the meeting of shareholders of
the Fund at which this Agreement is considered and approved, the Closing shall
occur on such date as the officers of the parties may mutually agree (“Effective
Date of the Reorganization”).
3. Conditions
Precedent.
The obligations of
the Fund and the DE Trust to effectuate the transactions hereunder shall be
subject to the satisfaction of each of the following conditions:
a. Such authority and
orders from the U.S. Securities and Exchange Commission (the “Commission”) and
state securities commissions as may be necessary to permit the parties to carry
out the transactions contemplated by this Agreement shall have been
received;
b. (i) One or more
post-effective amendments to the Fund’s Registration Statement on Form N-1A
(“Registration Statement”) under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended (“1940 Act”), containing such
amendments to such Registration Statement as are determined under the
supervision of the Board of Trustees to be necessary and appropriate as a result
of this Agreement, shall have been filed with the Commission; (ii) the DE Trust
shall have adopted as its own such Registration Statement, as so amended; (iii)
the most recent post-effective amendment or amendments to the Fund’s
Registration Statement shall have become effective, and no stop order suspending
the effectiveness of the Registration Statement shall have been issued, and no
proceeding for that purpose shall have been initiated or threatened by the
Commission (other than any such stop order, proceeding or threatened proceeding
which shall have been withdrawn or terminated); and (iv) an amendment of the
Form N-8A Notification of Registration filed pursuant to Section 8(a) of the
1940 Act (“Form N-8A”) reflecting the change in name and legal form of the Fund
to a Delaware statutory trust shall have been filed with the Commission and the
DE Trust shall have expressly adopted such amended Form N-8A as its own for
purposes of the 1940 Act;
c. Each party shall
have received an opinion of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP to the
effect that, assuming the reorganization contemplated hereby is carried out in
accordance with this Agreement, the laws of The Commonwealth of Massachusetts
and the State of Delaware, and in accordance with customary representations
provided by the parties in a certificate(s) delivered to Paul, Hastings,
Xxxxxxxx & Xxxxxx, LLP, the reorganization contemplated by this Agreement
qualifies as a “reorganization” under Section 368 of the Code, and thus will not
give rise to the recognition of income, gain or loss for federal income tax
purposes to the Fund, the DE Trust or the shareholders of the Fund or the DE
Trust;
d. The shares of the
DE Trust are eligible for offering to the public in those states of the United
States in which the shares of the Fund are currently eligible for offering to
the public so as to permit the issuance and delivery by the DE Trust of the
shares contemplated by this Agreement to be consummated;
e. This Agreement and
the transactions contemplated hereby shall have been duly adopted and approved
by the appropriate action of the Board of Trustees and the shareholders of the
Fund;
f. The shareholders of
the Fund shall have voted to direct the Fund to vote, and the Fund shall have
voted, as sole shareholder of the DE Trust, to:
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(i)
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Elect as
Trustees of the DE Trust the following individuals: Xxxxxxx X. Xxxxx, Xx.,
H. Xxxxxxxxx Xxxxxxxx, Xxxxx X. Xxxxx, Xxxxxx Xxxxxx, Xxxxxxx X. Xxxxxx,
X. Xxxxx Xxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxx,
Xxxxxxxx Xxxxx, Xxxxxx X. Xxxxxxx and Xxxx X. Xxxxx, Xx.;
and
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(ii)
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Approve an
Investment Advisory and Services Agreement between Capital Research and
Management Company (“Investment Adviser”) and the DE Trust, which is
substantially the same as the then-current Investment Advisory and
Services Agreement between the Investment Adviser and the
Fund.
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g. The Trustees of the
DE Trust shall have duly adopted and approved this Agreement and the
transactions contemplated hereby, including authorization of the issuance and
delivery by the DE Trust of shares of the DE Trust on the Effective Date of the
Reorganization and the assumption by the DE Trust of the Liabilities of the Fund
in exchange for the Assets of the Fund pursuant to the terms and provisions of
this Agreement, and shall have taken the following actions at a meeting duly
called for such purposes:
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(i)
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Approval of
the Investment Advisory and Services Agreement described in paragraph
(f)(2) of this Section 3 between the Investment Adviser and the DE
Trust;
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(ii)
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Approval of
the assignment to the DE Trust of the custody agreement(s), as amended to
date, between JPMorgan Chase Bank and the
Fund;
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(iii)
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Selection of
PricewaterhouseCoopers LLP as the DE Trust’s independent registered public
accounting firm for the current fiscal
year;
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(iv)
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Approval of
an administrative services agreement with the Investment Adviser in
substantially the same form as the Fund’s then current
agreement;
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(v)
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Approval of a
principal underwriting agreement between the DE Trust and American Funds
Distributors, Inc. in substantially the same form as the Fund’s then
current agreement;
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(vi)
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Approval of
plans of distribution by the DE Trust pursuant to Rule 12b-1 under the
1940 Act for each relevant class of shares in substantially the same form
as the then current plans for shares of the
Fund;
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(vii)
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Approval of
the multiple class plan pursuant to Rule 18f-3 in substantially the same
form as the Fund’s then current
plan;
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(viii)
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Approval of a
shareholder services agreement with American Funds Service Company in
substantially the same form as the Fund’s then current
agreement;
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(ix)
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Authorization
of the issuance by the DE Trust of one share of each series of the DE
Trust to the Fund in consideration for the payment of $10.00 for each such
share for the purpose of enabling the Fund to vote on the matters referred
to in paragraph (h) of this Section 3, and the subsequent redemption of
such shares, all prior to the Effective Date of the Reorganization;
and
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(x)
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Submission of
the matters referred to in paragraph (f) of this Section 3 to the Fund as
sole shareholder of each series of the DE
Trust.
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At
any time prior to the Closing, any of the foregoing conditions may be waived or
amended, or any additional terms and conditions may be fixed, by the Boards of
Trustees of the Fund and the DE Trust, if, in the judgment of such Boards of
Trustees, such waiver, amendment, term or condition will not affect in a
materially adverse way the benefits intended to be accorded the shareholders of
the Fund and the DE Trust under this Agreement.
4. Dissolution
of the Fund.
Promptly following
the Closing, the officers of the Fund shall take all steps necessary under
Massachusetts law to dissolve its business trust status, including publication
of any necessary notices to creditors, receipt of any necessary pre-dissolution
clearances from The Commonwealth of Massachusetts, and filing for record with
the Secretary of the Commonwealth of Massachusetts of a Certificate of
Termination.
5. Termination.
The Board of
Trustees of the Fund may terminate this Agreement and abandon the reorganization
contemplated hereby, notwithstanding approval thereof by the shareholders of the
Fund, at any time prior to the Effective Date of the Reorganization if, in the
judgment of such Board, the facts and circumstances make proceeding with this
Agreement inadvisable.
6. Entire
Agreement.
This Agreement
embodies the entire agreement between the parties hereto and there are no
agreements, understandings, restrictions or warranties among the parties hereto
other than those set forth herein or herein provided for.
7. Further
Assurances; Other Agreements.
The Fund and the DE
Trust shall take such further action as may be necessary or desirable and proper
to consummate the transactions contemplated hereby.
The parties
acknowledge and agree that this Agreement has been made and executed on behalf
of the Fund and the DE Trust and is not executed or made by the officers or
Trustees of the Fund or the DE Trust individually, but only as officers and
Trustees under the Fund’s Declaration of Trust or the DE Trust’s Agreement and
Declaration of Trust, respectively, and that the obligations of the Fund and the
DE Trust hereunder are not binding upon any of the Trustees, officers or
shareholders of the Fund or the DE Trust individually, but bind only the estate
of the Fund or the DE Trust, as appropriate.
8. Closing
and Effective Date of the Reorganization.
This Agreement may
be executed in two or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
instrument.
9. Closing
and Effective Date of the Reorganization.
This Agreement and
the transactions contemplated hereby shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware.
IN WITNESS WHEREOF, the Fund
and the DE Trust have each caused this Agreement and Plan of Reorganization to
be executed on its behalf as of the day and year first-above
written.
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The
Tax-Exempt Money Fund of America
(a
Massachusetts business trust)
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By:
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Name:
Xxxx X. Xxxxx, Xx.
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Title: Vice
Chairman of the Board
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American
Funds Short-Term Tax-Exempt Bond Fund
(a Delaware
statutory trust)
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By:
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Name:
Xxxxxxxx X. Xxxxxxxxx
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Title: President
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