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EXHIBIT 15(b)
XXX XXXXXX AMERICAN CAPITAL DISTRIBUTORS, INC.
SHAREHOLDER ASSISTANCE AGREEMENT
This Agreement is entered into as of the 7th day of April, 1995, by
and between Xxx Xxxxxx American Capital Distributors, Inc. (formerly Van
Xxxxxx Xxxxxxx, Inc.) (the "Company") and the undersigned (the "Broker-Dealer").
WHEREAS, the Company is the principal underwriter of the open-end
investment companies listed on Schedule 1 to this Agreement (hereinafter
individually the "Fund" or collectively the "Funds"); and
WHEREAS, the Broker-Dealer is registered as a broker-dealer with the
National Association of Securities Dealers, Inc.; and
WHEREAS, each respective Fund has adopted a Distribution Plan (the
"Distribution Plan") and a service plan (the "Service Plan") pursuant to Rule
12b-1 (the "Rule") under the Investment Company Act of 1940, as amended (the
"1940 Act"), relating to such Fund, the Distribution Plans being described in
the Fund's Prospectus and Statement of Additional Information; and
WHEREAS, each respective Fund's Distribution Plans authorize the
Company to enter into distribution assistance agreements such as this Agreement
with broker-dealers selected by the Company, and the Broker-Dealer has been so
selected; and
WHEREAS, each respective Fund's Distribution Plans authorize the
Company to make payments at a rate specified in an agreement such as this
Agreement varying directly with the aggregate average daily net asset value of
shares of each respective Fund sold by such broker-dealer on or after the
effective date of this Agreement, as determined pursuant to Section 4 hereof,
and held at the close of each day in accounts of clients or customers of a
particular broker-dealer, such amount being referred to herein as the "Holding
Level"; for purposes of calculating the Holding Level, shares of such Fund
which are redeemed or otherwise disposed of from any account existing prior to
such effective date shall be deemed to have been shares sold prior to such
effective date to the extent of the number of shares held in such account
immediately after the close of business on the day prior to such effective
date; and
WHEREAS, this Agreement is a "related agreement" to the Distribution
Plan as that term is used in the Rule and is subject to all of the provisions
of the Rule as to such agreements;
NOW, THEREFORE, the Company and the Broker-Dealer agree as follows:
1. Subject to continuing compliance with its obligations
pursuant to Section 2 hereof, the Broker-Dealer shall be entitled distribution
fee and service fee to payments, if any, to be paid by the Company at the
annual percentage rate of the Holding Level set forth from time to time in the
then current Prospectus of the Fund on a quarterly basis (prorated for any
portion of such period during which this Agreement is in effect for less than
the full amount of such period); it is understood and agreed that the Company
may make final and binding determinations as to whether such continuing
compliance and as to whether or not any Fund shares are to be considered in
determining the Holding Level of any particular broker-dealer and what Fund
shares, if any, are to be attributed to such purpose to a particular
broker-dealer, to a different broker-dealer or to no broker-dealer. Payments
shall be made to the Broker-Dealer named above and portions of the payments
may be, in the discretion of the Broker-Dealer, paid over to individual
registered representatives of said Broker-Dealer to whom there have been
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assigned accounts of clients or customers of the Broker-Dealer with respect to
which the respective Holding Level was determined.
2. The distribution fee payments with respect to a class of the
Fund's shares to be made in accordance with Section 1 hereof, if any, shall be
paid to the Broker-Dealer as compensation for selling shares of the respective
class.
3. In consideration for the service fee payments to be made in
accordance with Section 1 hereof, the Broker-Dealer shall provide to its
clients or customers who hold shares of each respective Fund with respect to
which payments to the Broker-dealer may be made under such Fund's Distribution
Plan such services and other assistance as may from time to time be reasonably
requested by the Company, including but not limited to answering inquiries
regarding the Fund, providing information programs regarding the fund,
assisting in selected dividend payment options, account designations and
addresses and maintaining the investment of such customer or client in the Fund.
4. The Company shall have the right at any time and from time to
time without notice to the Broker-Dealer to amend its Prospectus with
respect to the amount of the service free and the amount of the distribution
fee to be paid pursuant hereto. Such amendments shall be effective as of the
date of the amended Prospectus.
5. This Agreement shall go into effect on the later of the date set
forth above or the date on which it is approved by a vote of each Fund's Board
of Directors (or Trustees, as the case may be), and of those Directors/Trustees
(the "Qualified Directors/Trustees") who are not interested persons (as defined
in the 1940 Act), of the Fund and have no direct or indirect financial interest
in the operations of the Distribution Plan or any agreement related to the
Distribution Plan cast in person at a meeting called for the purpose of voting
on this Agreement and shall continue in effect (unless terminated) until the
June 30th next succeeding such effective date and will continue thereafter only
if such continuance is specifically approved at least annually in the manner
heretofore specified for initial approval. This agreement will terminate
automatically in the event of its assignment (as that term is used in the Rule)
or if the Distribution Plan is terminated. This Agreement may also be
terminated at any time, without the payment of any penalty, on sixty (60) days
written notice to the Broker-dealer, by vote of a majority of the Qualified
Directors/Trustees or by vote of a majority (as that term is used in the Rule)
of the outstanding voting securities of the Fund.
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
XXX XXXXXX AMERICAN CAPITAL
DISTRIBUTORS, INC.
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Broker-dealer Firm Name
By:
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Firm Address Senior Vice President
By:
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Title:
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SCHEDULE 1
1. For Class A Shares, Class B Shares and Class C Shares:
Xxx Xxxxxx American Capital U.S. Government Fund
Xxx Xxxxxx American Capital Insured Tax Free Income Fund
Xxx Xxxxxx American Capital Tax Free High Income Fund
Xxx Xxxxxx American Capital California Insured Tax Free Fund
Xxx Xxxxxx American Capital Municipal Income Fund
Xxx Xxxxxx American Capital Intermediate Term Municipal Income Fund
Xxx Xxxxxx American Capital Florida Insured Tax Free Income Fund
Xxx Xxxxxx American Capital New Jersey Tax Free Income Fund
Xxx Xxxxxx American Capital New York Tax Free Income Fund
Xxx Xxxxxx American Capital California Tax Free Income Fund
Xxx Xxxxxx American Capital Michigan Tax Free Income Fund
Xxx Xxxxxx American Capital Missouri Tax Free Income Fund
Xxx Xxxxxx American Capital Ohio Tax Free Income Fund
Xxx Xxxxxx American Capital High Yield Fund
Xxx Xxxxxx American Capital Short-Term Global Income Fund
Xxx Xxxxxx American Capital Strategic Income Fund
Xxx Xxxxxx American Capital Utility Fund
Xxx Xxxxxx American Capital Pennsylvania Tax Free Income Fund
Xxx Xxxxxx American Capital Balanced Fund
Xxx Xxxxxx American Capital Growth Fund
Xxx Xxxxxx American Capital Value Fund
Xxx Xxxxxx American Capital Great American Companies Fund
Xxx Xxxxxx American Capital Prospector Fund
Xxx Xxxxxx American Capital Aggressive Growth Fund
Xxx Xxxxxx American Capital Foreign Securities Fund
Xxx Xxxxxx American Capital Xxxxxxxx Fund
Xxx Xxxxxx American Capital Corporate Bond Fund
Xxx Xxxxxx American Capital Emerging Growth Fund
Xxx Xxxxxx American Capital Enterprise Fund
Xxx Xxxxxx American Capital Equity Income Fund
Xxx Xxxxxx American Capital Global Managed Assets Fund
Xxx Xxxxxx American Capital Government Securities Fund
Xxx Xxxxxx American Capital Government Target Fund
Xxx Xxxxxx American Capital Growth and Income Fund
Xxx Xxxxxx American Capital Harbor Fund
Xxx Xxxxxx American Capital High Income Corporate Bond Fund
Xxx Xxxxxx American Capital Life Investment Trust
Xxx Xxxxxx American Capital Asset Allocation Portfolio
Xxx Xxxxxx American Capital Domestic Income Portfolio
Xxx Xxxxxx American Capital Emerging Growth Portfolio
Xxx Xxxxxx American Capital Enterprise Portfolio
Xxx Xxxxxx American Capital Global Equity Portfolio
Xxx Xxxxxx American Capital Government Portfolio
Xxx Xxxxxx American Capital Growth and Income Portfolio
Xxx Xxxxxx American Capital Money Market Portfolio
Xxx Xxxxxx American Capital Real Estate Securities Portfolio
Xxx Xxxxxx American Capital Limited Maturity Government Fund
Xxx Xxxxxx American Capital Pace Fund
Xxx Xxxxxx American Capital Real Estate Securities Fund
Xxx Xxxxxx American Capital Reserve Fund
Xxx Xxxxxx American Capital Small Capitalization Fund
Xxx Xxxxxx American Capital High Yield Municipal Fund
Xxx Xxxxxx American Capital Texas Tax Free Income Fund
Xxx Xxxxxx American Capital U.S. Government Trust for Income
Xxx Xxxxxx American Capital Global Equity Fund
Xxx Xxxxxx American Capital Global Government Securities Fund
2. For Class A Shares Only:
Xxx Xxxxxx American Capital Tax Free Money Fund
