PRINCIPAL UNDERWRITING AGREEMENT
THIS PRINCIPAL
UNDERWRITING AGREEMENT, is between INTERNATIONAL GROWTH AND INCOME 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 fifteen
classes of shares of common stock, designated as Class A shares, Class B shares,
Class C shares, Class F-1 shares, Class F-2 shares, Class 529-A shares, Class
529-B shares, Class 529-C shares, Class 529-E shares, Class 529-F-1 shares,
Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares, 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 the 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 31 of this Agreement.
(b) The
Fund may, upon 60 days written notice to the Distributor, from time to time
designate other principal underwriters of its shares with respect to areas other
than the North American continent, Hawaii, Puerto Rico, and such countries or
other jurisdictions as to which the Fund may have expressly waived in writing
its right to make such designation. In the event of such designation,
the right of the Distributor under this Agreement to sell shares in the areas so
designated shall terminate, but this Agreement shall remain otherwise in full
force and effect until terminated in accordance with the other provisions
hereof.
2. In
the sale of shares of the Fund, the Distributor shall act as agent of the Fund
except in any transaction in which the Distributor sells such shares as a dealer
to the public, in which event the Distributor shall act as principal for its own
account.
3. The
Fund shall sell shares only through the Distributor, except that the Fund may,
to the extent permitted by the 1940 Act and the rules and regulations
promulgated thereunder or pursuant thereto, at any time:
(a) issue
shares to any corporation, association, trust, partnership or other
organization, or its, or their, security holders, beneficiaries or members, in
connection with a merger, consolidation or reorganization to which the Fund is a
party, or in connection with the acquisition of all or substantially all the
property and assets of such corporation, association, trust, partnership or
other organization;
(b) issue
shares at net asset value to the holders of shares of capital stock or
beneficial interest of other investment companies served as investment adviser
by any affiliated company or companies of The Capital Group Companies, Inc., to
the extent of all or any portion of amounts received by such shareholders upon
redemption or repurchase of their shares by the other investment
companies;
(c) issue
shares at net asset value to its shareholders in connection with the
reinvestment of dividends paid and other distributions made by the
Fund;
(d) issue
shares at net asset value to persons entitled to purchase shares at net asset
value without sales charge or contingent deferred sales charge as described in
the Fund's current Registration Statement in effect under the Securities Act of
1933, as amended, for each series issued by the Fund at the time of such offer
or sale.
4. The
Distributor shall devote its best efforts to the sale of shares of the Fund and
shares of any other mutual funds served as investment adviser by affiliated
companies of The Capital Group Companies, Inc., and insurance contracts funded
by shares of such mutual funds, for which the Distributor has been authorized to
act as principal underwriter for the sale of shares. The Distributor
shall maintain a sales organization suited to the sale of shares of the Fund and
shall use its best efforts to effect such sales in jurisdictions as to which the
Fund shall have expressly waived in writing its right to designate another
principal underwriter pursuant to subsection 1(b) hereof, and shall effect and
maintain appropriate qualification to do so in all those jurisdictions in which
it sells or offers shares for sale and in which qualification is
required.
5. Within
the United States of America, all dealers to whom the Distributor shall offer
and sell shares must be duly licensed and qualified to sell shares of the
Fund. Shares sold to dealers shall be for resale by such dealers only
at the public offering price set forth in the current Prospectus of the Fund's
Registration Statement in effect under the Securities Act of 1933, as amended
("Prospectus"). The Distributor shall not, without the consent of the
Fund, sell or offer for sale any shares of a series or class issued by the Fund
other than as principal underwriter pursuant to this Agreement.
6. In
its sales to dealers, it shall be the responsibility of the Distributor to
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 26 hereof.
9. The
Fund or its transfer agent shall be promptly advised of all orders received, and
shall cause shares to be issued upon payment therefor in New York or Los Angeles
Clearing House Funds.
10. The
Distributor shall adopt and follow procedures as approved by the officers of the
Fund for the confirmation of sales to dealers, the collection of amounts payable
by dealers on such sales, and the cancellation of unsettled transactions, as may
be necessary to comply with the requirements of the Securities and Exchange
Commission or the Financial Industry Regulatory Authority ("FINRA"), as such
requirements may from time to time exist.
11. The
Distributor, as principal underwriter under this Agreement for Class A shares,
shall receive (i) that part of the sales charge which is retained by the
Distributor after allowance of discounts to dealers, unless waived by the
Distributor for certain qualified fee-based programs, as set forth in the
Prospectus of the Fund, and (ii) amounts payable to the Distributor
pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act
relating to its Class A shares.
12. The
Distributor, as principal underwriter under this agreement for Class B shares
shall receive (i) distribution fees as commissions for the sale of Class B
shares and contingent deferred sales charges ("CDSC") (as defined below), as set
forth in the Fund's Prospectus, and (ii) shareholder service fees at the
rate of 0.25% per annum of the average 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-1 shares,
shall receive shareholder service fees at the rate of 0.25% per annum of the
average net asset value of Class F-1 shares pursuant to the Fund's Plan of
Distribution under Rule 12b-1 under the 1940 Act relating to its Class F-1
shares (the "Class F-1 Plan").
15. The
Distributor, as principal underwriter under this Agreement for Class F-2 shares,
shall receive no compensation.
16. The
Distributor, as principal underwriter under this Agreement for Class 529-A
shares, shall receive (i) that part of the sales charge which is retained by the
Distributor after allowance of discounts to dealers, unless waived by the
Distributor for certain qualified fee-based programs, as set forth in the
Prospectus of the Fund, and (ii) amounts payable to the Distributor pursuant to
the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to
its Class 529-A shares.
17. The
Distributor, as principal underwriter under this agreement for Class 529-B
shares shall receive (i) distribution fees as compensation for the sale of Class
529-B shares and CDSCs, as set forth in the Fund's Prospectus, and (ii)
shareholder service fees at the rate of 0.25% per annum of the average net asset
value of Class 529-B shares pursuant to the Fund's Plan of Distribution under
Rule 12b-1 under the 1940 Act relating to its Class 529-B shares (the
"Class 529-B Plan").
(a) In
accordance with the Class 529-B Plan, and subject to the limit on asset-based
sales charges set forth in NASD Conduct Rule 2830 (and any successor provision
thereto), the Fund shall pay to the Distributor or, at the Distributor's
direction, to a third-party, monthly in arrears on or prior to the 10th
business day of the following calendar month, the Distributor's Allocable
Portion (as defined below) of a fee (the "Distribution Fee") which shall accrue
daily in an amount equal to the product of (A) the daily equivalent of 0.75% per
annum multiplied by (B) the net asset value of the Class 529-B shares of the
Fund outstanding on such day. The Fund agrees to withhold from
redemption proceeds of the Class 529-B shares, the Distributor's Allocable
Portion of any CDSCs payable with respect to the Class 529-B shares, as provided
in the Fund's Prospectus, and to pay the same over to the Distributor or, at the
Distributor's direction to a third party, at the time the redemption proceeds
are payable to the holder of such shares redeemed. Payment of these
CDSC amounts to the Distributor is not contingent upon the adoption or
continuation of any Class 529-B Plan.
(b) For
purposes of this Agreement, the term "Allocable Portion" of Distribution Fees
and CDSCs payable with respect to Class 529-B shares shall mean the portion of
such Distribution Fees and CDSC allocated to the Distributor in accordance with
the Allocation Schedule attached hereto as Schedule C.
(c) The
Distributor shall be considered to have completely earned the right to the
payment of its Allocable Portion of the Distribution Fees and the right to
payment of its Allocable Portion of the CDSCs with respect to each "Commission
Share" (as defined in the Allocation Schedule attached hereto as Schedule C)
upon the settlement date of such Commission Share taken into account in
determining the Distributor's Allocable Portion of Distribution
Fees.
(d) The
provisions set forth in Section 1 of the Class 529-B Plan (in effect on the date
hereof) relating to Class 529-B shares, together with the related definitions
are hereby incorporated into this Section 17 by reference with the same force
and effect as if set forth herein in their entirety.
18.
The Distributor, as
principal underwriter under this agreement for Class 529-C shares shall receive
(i) distribution fees as compensation for the sale of Class 529-C shares and
CDSCs, as set forth in the Fund's Prospectus, and (ii) shareholder service fees
at the rate of 0.25% per annum of the average net asset value of Class 529-C
shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the
1940 Act relating to its Class 529-C shares (the "Class 529-C
Plan").
(a) In
accordance with the Class 529-C Plan, and subject to the limit on asset-based
sales charges set forth in NASD Conduct Rule 2830 (and any successor provision
thereto), the Fund shall pay to the Distributor, no more frequently than monthly
in arrears within 30 days of receipt of an invoice for payment, the
Distributor's Allocable Portion (as defined below) of a fee (the "Distribution
Fee") which shall accrue daily in an amount equal to the product of (A) the
daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the
Class 529-C shares of the Fund outstanding on such day. The Fund
agrees to withhold from redemption proceeds of the Class 529-C shares, the
Distributor's Allocable Portion of any CDSCs payable with respect to the Class
529-C shares, as provided in the Fund's Prospectus, and to pay the same over to
the Distributor or, at the Distributor's direction to a third party, at the time
the redemption proceeds are payable to the holder of such shares
redeemed. Payment of these CDSC amounts to the Distributor is not
contingent upon the adoption or continuation of any Class 529-C
Plan.
(b) For
purposes of this Agreement, the term "Allocable Portion" of Distribution Fees
and CDSCs payable with respect to Class 529-C shares shall mean the portion of
such Distribution Fees and CDSC allocated to the Distributor in accordance with
the Allocation Schedule attached hereto as Schedule D.
(c) The Distributor
shall be considered to have completely earned the right to the payment of its
Allocable Portion of the Distribution Fees and the right to payment of its
Allocable Portion of the CDSCs with respect to each "Commission Share" (as
defined in the Allocation Schedule attached hereto as Schedule D) upon the
settlement date of such Commission Share taken into account in determining the
Distributor's Allocable Portion of Distribution Fees.
(d) The
provisions set forth in Section 1 of the Class 529-C Plan (in effect on the date
hereof)
relating to Class 529-C shares, together with the related definitions are hereby
incorporated into this Section 18 by reference with the same force and effect as
if set forth herein in their entirety.
19. The
Distributor, as principal underwriter under this agreement for Class 529-E
shares shall receive (i) distribution fees at the rate of 0.25% per annum of the
average 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").
20. The
Distributor, as principal underwriter under this agreement for Class 529-F-1
shares, shall receive shareholder service fees at the rate of 0.25% per annum of
the average net asset value of Class 529-F-1 shares pursuant to the Fund's Plan
of Distribution under Rule 12b-1 under the 1940 Act relating to its Class
529-F-1 shares (the "Class 529-F-1 Plan").
21. The
Distributor, as principal underwriter under this agreement for each of the Class
R shares shall receive (i) distribution fees as compensation for the sale of
Class X-0, X-0, X-0, X-0 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%
|
22. The
Fund agrees to use its best efforts to maintain its registration as a
diversified open-end management investment company under the 0000
Xxx.
23. The
Fund agrees to use its best efforts to maintain an effective Prospectus under
the Securities Act of 1933, as amended, and warrants that such Prospectus will
contain all statements required by and will conform with the requirements of
such Securities Act of 1933 and the rules and regulations thereunder, and that
no part of any such Prospectus, at the time the Registration Statement of which
it is a part becomes effective, will contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein not misleading (excluding any
information provided by the Distributor in writing for inclusion in the
Prospectus). The Distributor agrees and warrants that it will not in
the sale of shares use any Prospectus, advertising or sales literature not
approved by the Fund or its officers nor make any untrue statement of a material
fact nor omit the stating of a material fact necessary in order to make the
statements made, in the light of the circumstances under which they are made,
not misleading. The Distributor agrees to indemnify and hold the Fund
harmless from any and all loss, expense, damage and liability resulting from a
breach of the agreements and warranties contained in this Section, or from the
use of any sales literature, information, statistics or other aid or device
employed in connection with the sale of shares.
24. The
expense of each printing of each Prospectus and each revision thereof or
addition thereto deemed necessary by the Fund's officers to meet the
requirements of applicable laws shall be divided between the Fund, the
Distributor and any other principal underwriter of the shares of the Fund as
follows:
(a) the
Fund shall pay the typesetting and make-ready charges;
(b) the
printing charges shall be prorated between the Fund, the Distributor, and any
other principal underwriter(s) in accordance with the number of copies each
receives; and
(c) expenses
incurred in connection with the foregoing, other than to meet the requirements
of the Securities Act of 1933, as amended, or other applicable laws, shall be
borne by the Distributor, except in the event such incremental expenses are
incurred at the request of any other principal underwriter(s), in which case
such incremental expenses shall be borne by the principal underwriter(s) making
the request.
25. The
Fund agrees to use its best efforts to qualify and maintain the qualification of
an appropriate number of the shares of each series or class it offers for sale
under the securities laws of such states as the Distributor and the Fund may
approve. Any such qualification for any series or class may be
withheld, terminated or withdrawn by the Fund at any time in its
discretion. The expense of qualification and maintenance of
qualification shall be borne by the Fund, but the Distributor shall furnish such
information and other material relating to its affairs and activities as may be
required by the Fund or its counsel in connection with such
qualifications.
26. The
Fund may withhold shares of any series or class from sale to any person or
persons or in any jurisdiction temporarily or permanently if, in the opinion of
its counsel, such offer or sale would be contrary to law or if the 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 non-delivery of shares of any series or class after a good faith
confirmation by the Distributor of sales thereof prior to receipt of notice of
such withholding.
27. (a) This
Agreement may be terminated at any time, without payment of any penalty, as to
the Fund or any series on sixty (60) days written notice by the Distributor to
the Fund.
(b) This
Agreement may be terminated as to the Fund or any series or class by either
party upon five (5) days written notice to the other party in the event that the
Securities and Exchange Commission has issued an order or obtained an injunction
or other court order suspending effectiveness of the Registration Statement
covering the shares of the Fund or such series or class.
(c) This
Agreement may be terminated as to the Fund or any series or class by the Fund
upon five (5) days written notice to the Distributor provided either of the
following events has occurred:
(i) FINRA
has expelled the Distributor or suspended its membership in that organization;
or
(ii) the
qualification, registration, license or right of the Distributor to sell shares
of any series in a particular state has been suspended or canceled by the State
of California or any other state in which sales of the shares of the Fund or
such series during the most recent 12-month period exceeded 10% of all shares of
such series sold by the Distributor during such period.
(d) This
Agreement may be terminated as to the Fund or any series or class at any time on
sixty (60) days written notice to the Distributor without the payment of any
penalty, by vote of a majority of the Independent 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.
28. This
Agreement shall not be assignable by either party hereto and in the event of
assignment shall automatically terminate forthwith. The term
"assignment" shall have the meaning set forth in the 1940 Act. Notwithstanding
this Section, this Agreement, with respect to the Fund's Class B and Class 529-B
shares, has been approved in accordance with Section 31 in anticipation of the
Distributor's transfer of its Allocable Portion of Distribution Fees and CDSCs
(but not its obligations under this Agreement) to a third-party pursuant to a
"Purchase and Sale Agreement" in order to raise funds to cover distribution
expenditures, and such transfer will not cause a termination of this Agreement.
If Distributor determines to transfer its Allocable Portion of Distribution Fees
and CDSCs in respect of Class C or Class 529-C shares to a third party, such
transfer shall not cause a termination of this Agreement.
29. No
provision of this Agreement shall protect or purport to protect the Distributor
against any liability to the Fund or holders of its shares for which the
Distributor would otherwise be liable by reason of willful misfeasance, bad
faith, or gross negligence.
30. This
Agreement shall become effective on October 1, 2008. Unless sooner terminated in
accordance with the other provisions hereof, this Agreement shall continue in
effect until December 31, 2008, 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.
31. If
the Fund shall at any time issue shares in more than one series or class, this
Agreement shall take effect with respect to such series or class of the Fund
which may be established in the future at such time as it has been approved as
to such series or class by vote of the Board of Directors and the Independent
Directors in accordance with Section 30. The Agreement as approved
with respect to any series or class shall specify the compensation payable to
the Distributor pursuant to Sections 11 through 21, as well as any provisions
which may differ from those herein with respect to such series, subject to
approval in writing by the Distributor.
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 October 1,
2008.
AMERICAN
FUNDS DISTRIBUTORS, INC.
|
INTERNATIONAL
GROWTH AND
|
INCOME FUND,
INC.
|
|
By:
|
By:
|
Xxxxx X. Xxxxxxxx
|
Xxxx X. Xxxx
|
President
|
Executive Vice President
and
|
Principal Executive
Officer
|
|
By:
|
By:
|
Xxxxx X. Xxxxxx
|
Xxxxxxx X. Xxxx
|
Secretary
|
Secretary
|
SCHEDULE
A
to the
ALLOCATION
SCHEDULE
The following
relates solely to Class B shares.
The Distributor's
Allocable Portion of Distribution Fees and CDSCs in respect of Class B shares
shall be 100% until such time as the Distributor shall cease to serve as
exclusive distributor of Class B shares; thereafter, collections that constitute
CDSCs and Distribution Fees relating to Class B shares shall be allocated among
the Distributor and any successor distributor ("Successor
Distributor") in accordance with this Schedule.
Defined terms used
in this Schedule and not otherwise defined herein shall have the meanings
assigned to them in the Principal Underwriting Agreement (the "Distribution
Agreement"), of which this Schedule is a part. As used herein the
following terms shall have the meanings indicated:
"Commission Share"
means each B share issued under circumstances which would normally give rise to
an obligation of the holder of such share to pay a CDSC upon redemption of such
share (including, without limitation, any B share issued in connection with a
permitted free exchange), and any such share shall continue to be a Commission
Share of the applicable Fund prior to the redemption (including a redemption in
connection with a permitted free exchange) or conversion of such share, even
though the obligation to pay the CDSC may have expired or conditions for waivers
thereof may exist.
"Date of Original
Issuance" means in respect of any Commission Share, the date with
reference to which the amount of the CDSC payable on redemption thereof, if any,
is computed.
"Free Share" means, in
respect of a Fund, each B share of the Fund, other than a Commission Share
(including, without limitation, any B share issued in connection with the
reinvestment of dividends or capital gains).
"Inception Date" means
in respect of a Fund, the first date on which the Fund issued
shares.
"Net Asset Value"
means the net asset value determined as set forth in the Prospectus of each
Fund.
“Omnibus Share” means,
in respect of a Fund, a Commission Share or Free Share sold by one of the
selling agents maintaining shares in an omnibus account (“Omnibus Selling
Agents”). If, subsequent to the Successor Distributor becoming
exclusive distributor of the Class B shares, the Distributor reasonably
determines that the transfer agent is able to track all Commission Shares and
Free Shares sold by any of the Omnibus Selling Agents in the same manner that
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
B SHARES
Class B shares that
are outstanding from time to time, shall be attributed to the Distributor and
each Successor Distributor in accordance with the following rules;
(1) Commission Shares other than
Omnibus Shares:
(a) Commission
Shares that are not Omnibus Shares ("Non-Omnibus Commission Shares") attributed
to the Distributor shall be those Non-Omnibus Commission Shares the Date of
Original Issuance of which occurred on or after the Inception Date of the
applicable Fund and on or prior to the date the Distributor ceased to be
exclusive distributor of Class B shares of the Fund.
(b) Non-Omnibus
Commission Shares attributable to each Successor Distributor shall be those
Non-Omnibus Commission Shares the Date of Original Issuance of which occurs
after the date such Successor Distributor became the exclusive distributor of
Class B shares of the Fund and on or prior to the date such Successor
Distributor ceased to be the exclusive distributor of Class B shares of the
Fund.
(c) A
Non-Omnibus Commission Share of a Fund issued in consideration of the investment
of proceeds of the redemption of a Non-Omnibus Commission Share of another fund
(the "Redeeming
Fund") in connection with a permitted free exchange, is deemed to have a
Date of Original Issuance identical to the Date of Original Issuance of the
Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission
Share will be attributed to the Distributor or Successor Distributor based upon
such Date of Original Issuance in accordance with rules (a) and (b)
above.
(2) Free
Shares:
Free Shares that
are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund outstanding on any
date shall be attributed to the Distributor or a Successor Distributor, as the
case may be, in the same proportion that the Non-Omnibus Commission Shares of a
Fund outstanding on such date are attributed to each on such date; provided that if the
Distributor and its transferees reasonably determines that the transfer agent is
able to produce monthly reports that track the Date of Original Issuance for
such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant
to clause 1(a), (b) and (c) above.
(3) Omnibus
Shares:
Omnibus Shares of a
Fund outstanding on any date shall be attributed to the Distributor or a
Successor Distributor, as the case may be, in the same proportion that the
Non-Omnibus Commission Shares of the applicable Fund outstanding on such date
are attributed to it on such date; provided that if the
Distributor reasonably determines that the transfer agent is able to produce
monthly reports that track the Date of Original Issuance for the Omnibus Shares,
then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c)
above.
PART II: ALLOCATION OF
CDSCs
(1) CDSCs Related to the
Redemption of Non-Omnibus Commission Shares:
CDSCs in respect of
the redemption of Non-Omnibus Commission Shares shall be allocated to the
Distributor or a Successor Distributor depending upon whether the related
redeemed Commission Share is attributable to the Distributor or such Successor
Distributor, as the case may be, in accordance with Part I above.
(2) CDSCs Related to the
Redemption of Omnibus Shares:
CDSCs in respect of
the redemption of Omnibus Shares shall be allocated to
the Distributor or a Successor Distributor in the same proportion
that CDSCs related to the redemption of Non-Omnibus Commission Shares are
allocated to each thereof; provided, that if the
Distributor reasonably determines that the transfer agent is able to produce
monthly reports which track the Date of Original Issuance for the Omnibus
Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be
allocated among the Distributor and any Successor Distributor depending on
whether the related redeemed Omnibus Share is attributable to the Distributor or
a Successor Distributor, as the case may be, in accordance with Part I
above.
PART III: ALLOCATION OF
DISTRIBUTION FEE
Assuming that the
Distribution Fee remains constant over time so that Part IV hereof does not
become operative:
(1) The
portion of the aggregate Distribution Fee accrued in respect of all Class B
shares of a Fund during any calendar month allocable to the Distributor or a
Successor Distributor is determined by multiplying the total of such
Distribution Fee by the following fraction:
(A +
C)/2
(B
+ D)/2
where:
A=
|
The aggregate
Net Asset Value of all Class B shares of a Fund attributed to the
Distributor or such Successor Distributor, as the case may be, and
outstanding at the beginning of such calendar
month
|
B=
|
The aggregate
Net Asset Value of all Class B shares of a Fund at the beginning of such
calendar month
|
C=
|
The aggregate
Net Asset Value of all Class B shares of a Fund attributed to the
Distributor or such Successor Distributor, as the case may be, and
outstanding at the end of such calendar
month
|
D=
|
The aggregate
Net Asset Value of all Class B shares of a Fund at the end of such
calendar month
|
(2) If
the Distributor reasonably determines that the transfer agent is able to produce
automated monthly reports that allocate the average Net Asset Value of the
Commission Shares (or all Class B shares if available) of a Fund among the
Distributor and any Successor Distributor in a manner consistent with the
methodology detailed in Part I and Part III(1) above, the portion of the
Distribution Fee accrued in respect of all such Class B shares of a Fund during
a particular calendar month will be allocated to the Distributor or a Successor
Distributor by multiplying the total of such Distribution Fee by the following
fraction:
(A)/(B)
where:
A=
|
Average Net
Asset Value of all such Class B shares of a Fund for such calendar month
attributed to the Distributor or a Successor Distributor, as the case may
be
|
B=
|
Total average
Net Asset Value of all such Class B shares of a Fund for such calendar
month
|
PART IV: ADJUSTMENT OF THE
DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR'S ALLOCABLE
PORTION
The parties to the
Distribution Agreement recognize that, if the terms of any distributor's
contract, any distribution plan, any prospectus, the NASD Conduct Rules or any
other applicable law change so as to disproportionately reduce, in a manner
inconsistent with the intent of this Distribution Agreement, the amount of the
Distributor's Allocable Portion or any Successor Distributor's Allocable Portion
had no such change occurred, the definitions of the Distributor's Allocable
Portion and/or the Successor Distributor's Allocable Portion in respect of the
Class B shares relating to a Fund shall be adjusted by agreement among the
relevant parties; provided, however, if the
Distributor, the Successor Distributor and the Fund cannot agree within thirty
(30) days after the date of any such change in applicable laws or in any
distributor's contract, distribution plan, prospectus or the NASD Conduct Rules,
they shall submit the question to arbitration in accordance with the commercial
arbitration rules of the American Arbitration Association and the decision
reached by the arbitrator shall be final and binding on each of
them.
SCHEDULE
B
to the
ALLOCATION
SCHEDULE
The following
relates solely to Class C shares.
The Distributor's
Allocable Portion of Distribution Fees and CDSCs in respect of Class C shares
shall be 100% until such time as the Distributor shall cease to serve as
exclusive distributor of Class C shares; thereafter, collections that constitute
CDSCs and Distribution Fees relating to Class C shares shall be allocated among
the Distributor and any successor distributor ("Successor
Distributor") in accordance with this Schedule. At such time as the
Distributor's Allocable Portion of the Distribution Fees equals zero, the
Successor Distributor shall become the Distributor for purposes of this
Allocation Schedule.
Defined terms used
in this Schedule and not otherwise defined herein shall have the meanings
assigned to them in the Principal Underwriting Agreement (the "Distribution
Agreement"), of which this Schedule is a part. As used herein the
following terms shall have the meanings indicated:
"Commission Share"
means each C share issued under circumstances which would normally give rise to
an obligation of the holder of such share to pay a CDSC upon redemption of such
share (including, without limitation, any C share issued in connection with a
permitted free exchange), and any such share shall continue to be a Commission
Share of the applicable Fund prior to the redemption (including a redemption in
connection with a permitted free exchange) or conversion of such share, even
though the obligation to pay the CDSC may have expired or conditions for waivers
thereof may exist.
"Date of Original
Issuance" means in respect of any Commission Share, the date with
reference to which the amount of the CDSC payable on redemption thereof, if any,
is computed.
"Free Share" means, in
respect of a Fund, each C share of the Fund, other than a Commission Share
(including, without limitation, any C share issued in connection with the
reinvestment of dividends or capital gains).
"Inception Date" means
in respect of a Fund, the first date on which the Fund issued
shares.
"Net Asset Value"
means the net asset value determined as set forth in the Prospectus of each
Fund.
"Omnibus Share" means,
in respect of a Fund, a Commission Share or Free Share sold by one of the
selling agents maintaining shares in an omnibus account ("Omnibus Selling
Agents"). If, subsequent to the Successor Distributor becoming
exclusive distributor of the Class C shares, the Distributor reasonably
determines that the transfer agent is able to track all Commission Shares and
Free Shares sold by any of the Omnibus Selling Agents in the same manner as
Non-Omnibus Commission Shares and Free Shares (defined below) are currently
tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as
Commission Shares and Free Shares.
PART
I: ATTRIBUTION OF CLASS C SHARES
PART
I: ATTRIBUTION OF CLASS C SHARES
Class C shares that
are outstanding from time to time, shall be attributed to the Distributor and
each Successor Distributor in accordance with the following rules;
(1) Commission Shares other than
Omnibus Shares:
(a) Commission
Shares that are not Omnibus Shares ("Non-Omnibus Commission Shares") attributed
to the Distributor shall be those Non-Omnibus Commission Shares (i) the Date of
Original Issuance of which occurred on or after the Inception Date of the
applicable Fund and on or prior to the date the Distributor ceased to be
exclusive distributor of Class C shares of the Fund and (ii) that are subject to
a CDSC (without regard to any conditions for waivers thereof).
(b) Non-Omnibus
Commission Shares attributable to each Successor Distributor shall be those
Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurs
after the date such Successor Distributor became the exclusive distributor of
Class C shares of the Fund and on or prior to the date such Successor
Distributor ceased to be the exclusive distributor of Class C shares of the Fund
and (ii) that are subject to a CDSC (without regard to any conditions for
waivers thereof).
(c) A
Non-Omnibus Commission Share of a Fund issued in consideration of the investment
of proceeds of the redemption of a Non-Omnibus Commission Share of another fund
(the "Redeeming
Fund") in connection with a permitted free exchange, is deemed to have a
Date of Original Issuance identical to the Date of Original Issuance of the
Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission
Share will be attributed to the Distributor or Successor Distributor based upon
such Date of Original Issuance in accordance with rules (a) and (b)
above.
(2) Free
Shares:
Free Shares that
are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund outstanding on any
date shall be attributed to the Distributor or a Successor Distributor, as the
case may be, in the same proportion that the Non-Omnibus Commission Shares of a
Fund outstanding on such date are attributed to each on such date; provided that if the
Distributor and its transferees reasonably determines that the transfer agent is
able to produce monthly reports that track the Date of Original Issuance for
such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant
to clause 1(a), (b) and (c) above.
(3) Omnibus
Shares:
Omnibus Shares of a
Fund outstanding on any date shall be attributed to the Distributor or a
Successor Distributor, as the case may be, in the same proportion that the
Non-Omnibus Commission Shares of the applicable Fund outstanding on such date
are attributed to it on such date; provided that if the
Distributor reasonably determines that the transfer agent is able to produce
monthly reports that track the Date of Original Issuance for the Omnibus Shares,
then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c)
above.
PART
II: ALLOCATION OF CDSCs
(1) CDSCs Related to the
Redemption of Non-Omnibus Commission Shares:
CDSCs in respect of
the redemption of Non-Omnibus Commission Shares shall be allocated to the
Distributor or a Successor Distributor depending upon whether the related
redeemed Commission Share is attributable to the Distributor or such Successor
Distributor, as the case may be, in accordance with Part I above.
(2) CDSCs Related to the
Redemption of Omnibus Shares:
CDSCs in respect of
the redemption of Omnibus Shares shall be allocated to the Distributor or a
Successor Distributor in the same proportion that CDSCs related to the
redemption of Non-Omnibus Commission Shares are allocated to each thereof; provided, that if the
Distributor reasonably determines that the transfer agent is able to produce
monthly reports which track the Date of Original Issuance for the Omnibus
Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be
allocated among the Distributor and any Successor Distributor depending on
whether the related redeemed Omnibus Share is attributable to the Distributor or
a Successor Distributor, as the case may be, in accordance with Part I
above.
PART
III: ALLOCATION OF DISTRIBUTION FEE
Assuming that the
Distribution Fee remains constant over time so that Part IV hereof does not
become operative:
(1) The
portion of the aggregate Distribution Fee accrued in respect of all Class C
shares of a Fund during any calendar month allocable to the Distributor or a
Successor Distributor is determined by multiplying the total of such
Distribution Fee by the following fraction:
(A +
C)/2
(B +
D)/2
where:
A=
|
The aggregate
Net Asset Value of all Class C shares of a Fund attributed to the
Distributor or such Successor Distributor, as the case may be, and
outstanding at the beginning of such calendar
month
|
B=
|
The aggregate
Net Asset Value of all Class C shares of a Fund at the beginning of such
calendar month
|
C=
|
The aggregate
Net Asset Value of all Class C shares of a Fund attributed to the
Distributor or such Successor Distributor, as the case may be, and
outstanding at the end of such calendar
month
|
D=
|
The aggregate
Net Asset Value of all Class C shares of a Fund at the end of such
calendar month
|
(2) If
the Distributor reasonably determines that the transfer agent is able to produce
automated monthly reports that allocate the average Net Asset Value of the
Commission Shares (or all Class C shares if available) of a Fund among the
Distributor and any Successor Distributor in a manner consistent with the
methodology detailed in Part I and Part III(1) above, the portion of the
Distribution Fee accrued in respect of all such Class C shares of a Fund during
a particular calendar month will be allocated to the Distributor or a Successor
Distributor by multiplying the total of such Distribution Fee by the following
fraction:
(A)/(B)
where:
A=
|
Average Net
Asset Value of all such Class C shares of a Fund for such calendar month
attributed to the Distributor or a Successor Distributor, as the case may
be
|
|
B=
|
Total average
Net Asset Value of all such Class C shares of a Fund for such calendar
month
|
PART
IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH
SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION
The parties to the
Distribution Agreement recognize that, if the terms of any distributor's
contract, any distribution plan, any prospectus, the NASD Conduct Rules or any
other applicable law change so as to disproportionately reduce, in a manner
inconsistent with the intent of this Distribution Agreement, the amount of the
Distributor's Allocable Portion or any Successor Distributor's Allocable Portion
had no such change occurred, the definitions of the Distributor's Allocable
Portion and/or the Successor Distributor's Allocable Portion in respect of the
Class C shares relating to a Fund shall be adjusted by agreement among the
relevant parties; provided, however, if
the Distributor, the Successor Distributor and the Fund cannot agree within
thirty (30) days after the date of any such change in applicable laws or in any
distributor's contract, distribution plan, prospectus or the NASD Conduct Rules,
they shall submit the question to arbitration in accordance with the commercial
arbitration rules of the American Arbitration Association and the decision
reached by the arbitrator shall be final and binding on each of
them.
SCHEDULE
C
to the
ALLOCATION
SCHEDULE
The following
relates solely to Class 529-B shares.
The Distributor's
Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-B
shares shall be 100% until such time as the Distributor shall cease to serve as
exclusive distributor of Class 529-B shares; thereafter, collections that
constitute CDSCs and Distribution Fees relating to Class 529-B shares shall be
allocated among the Distributor and any successor distributor ("Successor
Distributor") in accordance with this Schedule.
Defined terms used
in this Schedule and not otherwise defined herein shall have the meanings
assigned to them in the Principal Underwriting Agreement (the "Distribution
Agreement"), of which this Schedule is a part. As used herein the
following terms shall have the meanings indicated:
"Commission Share"
means each 529-B share issued under circumstances which would normally give rise
to an obligation of the holder of such share to pay a CDSC upon redemption of
such share (including, without limitation, any 529-B share issued in connection
with a permitted free exchange), and any such share shall continue to be a
Commission Share of the applicable Fund prior to the redemption (including a
redemption in connection with a permitted free exchange) or conversion of such
share, even though the obligation to pay the CDSC may have expired or conditions
for waivers thereof may exist.
"Date of Original
Issuance" means in respect of any Commission Share, the date with
reference to which the amount of the CDSC payable on redemption thereof, if any,
is computed.
"Free Share" means, in
respect of a Fund, each 529-B share of the Fund, other than a Commission Share
(including, without limitation, any 529-B share issued in connection with the
reinvestment of dividends or capital gains).
"Inception Date" means
in respect of a Fund, the first date on which the Fund issued
shares.
"Net Asset Value"
means the net asset value determined as set forth in the Prospectus of each
Fund.
“Omnibus Share” means,
in respect of a Fund, a Commission Share or Free Share sold by one of the
selling agents maintaining shares in an omnibus account (“Omnibus Selling
Agents”). If, subsequent to the Successor Distributor becoming
exclusive distributor of the Class 529-B shares, the Distributor reasonably
determines that the transfer agent is able to track all Commission Shares and
Free Shares sold by any of the Omnibus Selling Agents in the same manner that
Non-Omnibus Commission Shares and Free Shares (defined below) are currently
tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as
Commission Shares and Free Shares.
PART I: ATTRIBUTION OF CLASS
529-B SHARES
Class 529-B shares
that are outstanding from time to time, shall be attributed to the Distributor
and each Successor Distributor in accordance with the following
rules;
(1) Commission Shares other than
Omnibus Shares:
(a) Commission
Shares that are not Omnibus Shares ("Non-Omnibus Commission Shares") attributed
to the Distributor shall be those Non-Omnibus Commission Shares the Date of
Original Issuance of which occurred on or after the Inception Date of the
applicable Fund and on or prior to the date the Distributor ceased to be
exclusive distributor of Class 529-B shares of the Fund.
(b) Non-Omnibus
Commission Shares attributable to each Successor Distributor shall be those
Non-Omnibus Commission Shares the Date of Original Issuance of which occurs
after the date such Successor Distributor became the exclusive distributor of
Class 529-B shares of the Fund and on or prior to the date such Successor
Distributor ceased to be the exclusive distributor of Class 529-B shares of the
Fund.
(c) A
Non-Omnibus Commission Share of a Fund issued in consideration of the investment
of proceeds of the redemption of a Non-Omnibus Commission Share of another fund
(the "Redeeming
Fund") in connection with a permitted free exchange, is deemed to have a
Date of Original Issuance identical to the Date of Original Issuance of the
Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission
Share will be attributed to the Distributor or Successor Distributor based upon
such Date of Original Issuance in accordance with rules (a) and (b)
above.
(2) Free
Shares:
Free Shares that
are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund outstanding on any
date shall be attributed to the Distributor or a Successor Distributor, as the
case may be, in the same proportion that the Non-Omnibus Commission Shares of a
Fund outstanding on such date are attributed to each on such date; provided that if the
Distributor and its transferees reasonably determines that the transfer agent is
able to produce monthly reports that track the Date of Original Issuance for
such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant
to clause 1(a), (b) and (c) above.
(3) Omnibus
Shares:
Omnibus Shares of a
Fund outstanding on any date shall be attributed to the Distributor or a
Successor Distributor, as the case may be, in the same proportion that the
Non-Omnibus Commission Shares of the applicable Fund outstanding on such date
are attributed to it on such date; provided that if the
Distributor reasonably determines that the transfer agent is able to produce
monthly reports that track the Date of Original Issuance for the Omnibus Shares,
then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c)
above.
PART II: ALLOCATION OF
CDSCs
(1) CDSCs Related to the
Redemption of Non-Omnibus Commission Shares:
CDSCs in respect of
the redemption of Non-Omnibus Commission Shares shall be allocated to the
Distributor or a Successor Distributor depending upon whether the related
redeemed Commission Share is attributable to the Distributor or such Successor
Distributor, as the case may be, in accordance with Part I above.
(2) CDSCs Related to the
Redemption of Omnibus Shares:
CDSCs in respect of
the redemption of Omnibus Shares shall be allocated to
the Distributor or a Successor Distributor in the same proportion
that CDSCs related to the redemption of Non-Omnibus Commission Shares are
allocated to each thereof; provided, that if the
Distributor reasonably determines that the transfer agent is able to produce
monthly reports which track the Date of Original Issuance for the Omnibus
Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be
allocated among the Distributor and any Successor Distributor depending on
whether the related redeemed Omnibus Share is attributable to the Distributor or
a Successor Distributor, as the case may be, in accordance with Part I
above.
PART III: ALLOCATION OF
DISTRIBUTION FEE
Assuming that the
Distribution Fee remains constant over time so that Part IV hereof does not
become operative:
(1) The
portion of the aggregate Distribution Fee accrued in respect of all Class 529-B
shares of a Fund during any calendar month allocable to the Distributor or a
Successor Distributor is determined by multiplying the total of such
Distribution Fee by the following fraction:
(A +
C)/2
(B
+ D)/2
where:
A=
|
The aggregate
Net Asset Value of all Class 529-B shares of a Fund attributed to the
Distributor or such Successor Distributor, as the case may be, and
outstanding at the beginning of such calendar
month
|
B=
|
The aggregate
Net Asset Value of all Class 529-B shares of a Fund at the beginning of
such calendar month
|
C=
|
The aggregate
Net Asset Value of all Class 529-B shares of a Fund attributed to the
Distributor or such Successor Distributor, as the case may be, and
outstanding at the end of such calendar
month
|
D=
|
The aggregate
Net Asset Value of all Class 529-B shares of a Fund at the end of such
calendar month
|
(2) If
the Distributor reasonably determines that the transfer agent is able to produce
automated monthly reports that allocate the average Net Asset Value of the
Commission Shares (or all Class 529-B shares if available) of a Fund among the
Distributor and any Successor Distributor in a manner consistent with the
methodology detailed in Part I and Part III(1) above, the portion of the
Distribution Fee accrued in respect of all such Class 529-B shares of a Fund
during a particular calendar month will be allocated to the Distributor or a
Successor Distributor by multiplying the total of such Distribution Fee by the
following fraction:
(A)/(B)
where:
A=
|
Average Net
Asset Value of all such Class 529-B shares of a Fund for such calendar
month attributed to the Distributor or a Successor Distributor, as the
case may be
|
B=
|
Total average
Net Asset Value of all such Class 529-B shares of a Fund for such calendar
month
|
PART IV: ADJUSTMENT OF THE
DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR'S ALLOCABLE
PORTION
The parties to the
Distribution Agreement recognize that, if the terms of any distributor's
contract, any distribution plan, any prospectus, the NASD Conduct Rules or any
other applicable law change so as to disproportionately reduce, in a manner
inconsistent with the intent of this Distribution Agreement, the amount of the
Distributor's Allocable Portion or any Successor Distributor's Allocable Portion
had no such change occurred, the definitions of the Distributor's Allocable
Portion and/or the Successor Distributor's Allocable Portion in respect of the
Class 529-B shares relating to a Fund shall be adjusted by agreement among the
relevant parties; provided, however, if the
Distributor, the Successor Distributor and the Fund cannot agree within thirty
(30) days after the date of any such change in applicable laws or in any
distributor's contract, distribution plan, prospectus or the NASD Conduct Rules,
they shall submit the question to arbitration in accordance with the commercial
arbitration rules of the American Arbitration Association and the decision
reached by the arbitrator shall be final and binding on each of
them.
SCHEDULE
D
to the
ALLOCATION
SCHEDULE
The following
relates solely to Class 529-C shares.
The Distributor's
Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-C
shares shall be 100% until such time as the Distributor shall cease to serve as
exclusive distributor of Class 529-C shares; thereafter, collections that
constitute CDSCs and Distribution Fees relating to Class 529-C shares shall be
allocated among the Distributor and any successor distributor ("Successor
Distributor") in accordance with this Schedule. At such time as the
Distributor's Allocable Portion of the Distribution Fees equals zero, the
Successor Distributor shall become the Distributor for purposes of this
Allocation Schedule.
Defined terms used
in this Schedule and not otherwise defined herein shall have the meanings
assigned to them in the Principal Underwriting Agreement (the "Distribution
Agreement"), of which this Schedule is a part. As used herein the
following terms shall have the meanings indicated:
"Commission Share"
means each 529-C share issued under circumstances which would normally give rise
to an obligation of the holder of such share to pay a CDSC upon redemption of
such share (including, without limitation, any 529-C share issued in connection
with a permitted free exchange), and any such share shall continue to be a
Commission Share of the applicable Fund prior to the redemption (including a
redemption in connection with a permitted free exchange) or conversion of such
share, even though the obligation to pay the CDSC may have expired or conditions
for waivers thereof may exist.
"Date of Original
Issuance" means in respect of any Commission Share, the date with
reference to which the amount of the CDSC payable on redemption thereof, if any,
is computed.
"Free Share" means, in
respect of a Fund, each 529-C share of the Fund, other than a Commission Share
(including, without limitation, any 529-C share issued in connection with the
reinvestment of dividends or capital gains).
"Inception Date" means
in respect of a Fund, the first date on which the Fund issued
shares.
"Net Asset Value"
means the net asset value determined as set forth in the Prospectus of each
Fund.
"Omnibus Share" means,
in respect of a Fund, a Commission Share or Free Share sold by one of the
selling agents maintaining shares in an omnibus account ("Omnibus Selling
Agents"). If, subsequent to the Successor Distributor becoming
exclusive distributor of the Class 529-C shares, the Distributor reasonably
determines that the transfer agent is able to track all Commission Shares and
Free Shares sold by any of the Omnibus Selling Agents in the same manner that
Non-Omnibus Commission Shares and Free Shares (defined below) are currently
tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as
Commission Shares and Free Shares.
PART
I: ATTRIBUTION OF CLASS 529-C SHARES
Class 529-C shares
that are outstanding from time to time, shall be attributed to the Distributor
and each Successor Distributor in accordance with the following
rules;
(1) Commission Shares other than
Omnibus Shares:
(a) Commission
Shares that are not Omnibus Shares ("Non-Omnibus Commission Shares") attributed
to the Distributor shall be those Non-Omnibus Commission Shares (i) the Date of
Original Issuance of which occurred on or after the Inception Date of the
applicable Fund and on or prior to the date the Distributor ceased to be
exclusive distributor of Class 529-C shares of the Fund and (ii) that are
subject to a CDSC (without regard to any conditions for waivers
thereof).
(b) Non-Omnibus
Commission Shares attributable to each Successor Distributor shall be those
Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurs
after the date such Successor Distributor became the exclusive distributor of
Class 529-C shares of the Fund and on or prior to the date such Successor
Distributor ceased to be the exclusive distributor of Class 529-C shares of the
Fund and (ii) that are subject to a CDSC (without regard to any conditions for
waivers thereof).
(c) A
Non-Omnibus Commission Share of a Fund issued in consideration of the investment
of proceeds of the redemption of a Non-Omnibus Commission Share of another fund
(the "Redeeming
Fund") in connection with a permitted free exchange, is deemed to have a
Date of Original Issuance identical to the Date of Original Issuance of the
Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission
Share will be attributed to the Distributor or Successor Distributor based upon
such Date of Original Issuance in accordance with rules (a) and (b)
above.
(2) Free
Shares:
Free Shares that
are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund outstanding on any
date shall be attributed to the Distributor or a Successor Distributor, as the
case may be, in the same proportion that the Non-Omnibus Commission Shares of a
Fund outstanding on such date are attributed to each on such date; provided that if the
Distributor and its transferees reasonably determines that the transfer agent is
able to produce monthly reports that track the Date of Original Issuance for
such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant
to clause 1(a), (b) and (c) above.
(3) Omnibus
Shares:
Omnibus Shares of a
Fund outstanding on any date shall be attributed to the Distributor or a
Successor Distributor, as the case may be, in the same proportion that the
Non-Omnibus Commission Shares of the applicable Fund outstanding on such date
are attributed to it on such date; provided that if the
Distributor reasonably determines that the transfer agent is able to produce
monthly reports that track the Date of Original Issuance for the Omnibus Shares,
then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c)
above.
PART
II: ALLOCATION OF CDSCs
(1) CDSCs Related to the
Redemption of Non-Omnibus Commission Shares:
CDSCs in respect of
the redemption of Non-Omnibus Commission Shares shall be allocated to the
Distributor or a Successor Distributor depending upon whether the related
redeemed Commission Share is attributable to the Distributor or such Successor
Distributor, as the case may be, in accordance with Part I above.
(2) CDSCs Related to the
Redemption of Omnibus Shares:
CDSCs in respect of
the redemption of Omnibus Shares shall be allocated to the Distributor or a
Successor Distributor in the same proportion that CDSCs related to the
redemption of Non-Omnibus Commission Shares are allocated to each thereof; provided, that if the
Distributor reasonably determines that the transfer agent is able to produce
monthly reports which track the Date of Original Issuance for the Omnibus
Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be
allocated among the Distributor and any Successor Distributor depending on
whether the related redeemed Omnibus Share is attributable to the Distributor or
a Successor Distributor, as the case may be, in accordance with Part I
above.
PART
III: ALLOCATION OF DISTRIBUTION FEE
Assuming that the
Distribution Fee remains constant over time so that Part IV hereof does not
become operative:
(1) The
portion of the aggregate Distribution Fee accrued in respect of all Class 529-C
shares of a Fund during any calendar month allocable to the Distributor or a
Successor Distributor is determined by multiplying the total of such
Distribution Fee by the following fraction:
(A +
C)/2
(B +
D)/2
where:
A=
|
The aggregate
Net Asset Value of all Class 529-C shares of a Fund attributed to the
Distributor or such Successor Distributor, as the case may be, and
outstanding at the beginning of such calendar
month
|
B=
|
The aggregate
Net Asset Value of all Class 529-C shares of a Fund at the beginning of
such calendar month
|
C=
|
The aggregate
Net Asset Value of all Class 529-C shares of a Fund attributed to the
Distributor or such Successor Distributor, as the case may be, and
outstanding at the end of such calendar
month
|
D=
|
The aggregate
Net Asset Value of all Class 529-C shares of a Fund at the end of such
calendar month
|
(2) If
the Distributor reasonably determines that the transfer agent is able to produce
automated monthly reports that allocate the average Net Asset Value of the
Commission Shares (or all Class 529-C shares if available) of a Fund among the
Distributor and any Successor Distributor in a manner consistent with the
methodology detailed in Part I and Part III(1) above, the portion of the
Distribution Fee accrued in respect of all such Class 529-C shares of a Fund
during a particular calendar month will be allocated to the Distributor or a
Successor Distributor by multiplying the total of such Distribution Fee by the
following fraction:
(A)/(B)
where:
A=
|
Average Net
Asset Value of all such Class 529-C shares of a Fund for such calendar
month attributed to the Distributor or a Successor Distributor, as the
case may be
|
B=
|
Total average
Net Asset Value of all such Class 529-C shares of a Fund for such calendar
month
|
PART
IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH
SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION
The parties to the
Distribution Agreement recognize that, if the terms of any distributor's
contract, any distribution plan, any prospectus, the NASD Conduct
Rules or any other applicable law change so as to disproportionately
reduce, in a manner inconsistent with the intent of this Distribution Agreement,
the amount of the Distributor's Allocable Portion or any Successor Distributor's
Allocable Portion had no such change occurred, the definitions of the
Distributor's Allocable Portion and/or the Successor Distributor's Allocable
Portion in respect of the Class 529-C shares relating to a Fund shall be
adjusted by agreement among the relevant parties; provided, however, if
the Distributor, the Successor Distributor and the Fund cannot agree within
thirty (30) days after the date of any such change in applicable laws or in any
distributor's contract, distribution plan, prospectus or the NASD Conduct Rules,
they shall submit the question to arbitration in accordance with the commercial
arbitration rules of the American Arbitration Association and the decision
reached by the arbitrator shall be final and binding on each of
them.
[remainder
of page left blank intentionally]
[logo
–American Funds®]
|
American
Funds Distributors, Inc.
|
|
000 Xxxxx
Xxxx Xxxxxx
|
Xxx Xxxxxxx,
Xxxxxxxxxx 00000
Telephone
800/000-0000, ext. 59
Selling group
agreement
Ladies and
Gentlemen:
We
have entered into a principal underwriting agreement with each Fund in The
American Funds Group (Funds) under which we are appointed exclusive agent for
the sale of shares. As such agent we offer to sell to you as a member
of a Selling Group, shares of the Funds as are qualified for sale in your state,
on the terms set forth below. We are acting as an underwriter within
the meaning of the applicable rules of the National Association of Securities
Dealers, Inc. (NASD). In addition, we are the distributor of
CollegeAmerica (Program), a college savings program as described in Section 529
of the Internal Revenue Code.
1. Authorization
to Sell
You are to offer
and sell shares only at the regular public price currently determined by the
respective Funds in the manner described in their offering Prospectuses. This
Agreement on your part runs to us and to the respective Funds and is for the
benefit of and enforceable by each. The offering Prospectuses and this Agreement
set forth the terms applicable to members
of
the Selling Group and all other representations or documents are
subordinate. You understand that Class 529 shares of the Funds are
available only as underlying investments through the Program.
2. Compensation
on Sales of Class A Shares and Class 529-A Shares
|
a.
|
On sales of
Class A shares and Class 529-A shares of Funds listed in Category 1 on the
attached Schedule A that are accepted by us and for which you are
responsible, you will be paid dealer concessions as
follows:
|
Concession
as
Sales
Charge
Percentage
of
as
Percentage
Purchases Offering
Price
of Offering Price
Less than
$25,000
|
5.00%
|
5.75%
|
$25,000 but
less than $50,000
|
4.25%
|
5.00%
|
$50,000 but
less than $100,000
|
3.75%
|
4.50%
|
$100,000 but
less than $250,000
|
2.75%
|
3.50%
|
$250,000 but
less than $500,000
|
2.00%
|
2.50%
|
$500,000 but
less than $750,000
|
1.60%
|
2.00%
|
$750,000 but
less than $1,000,000
|
1.20%
|
1.50%
|
$1,000,000 or
more
|
See
below
|
None
|
|
b.
|
On sales of
Class A shares and Class 529-A shares of Funds listed in Category 2 on the
attached Schedule A that are accepted by us and for which you are
responsible, you will be paid the same dealer concessions indicated above
except as follows:
|
Concession
as Sales
Charge
Percentage
of as
Percentage
Purchases Offering
Price
of Offering Price
Less than
$100,000
|
3.00%
|
3.75%
|
|
c.
|
If you
initiate and are responsible for sales of Class A shares and Class 529-A
shares, a) amounting to $1 million or
more,
|
|
b) made to
employer-sponsored defined contribution-type retirement plans that qualify
to invest at net asset value under the terms of the Fund Prospectuses, or
c) made at net asset value to endowments and foundations with assets of
$50 million or more, you will be paid a dealer concession of 1.00% on
sales to $4 million, plus 0.50% on amounts over $4 million up to $10
million, plus 0.25% on amounts over $10 million. No dealer concessions are
paid on any other sales of shares at net asset value, except that
concessions may be paid to dealers on their sales of fund shares to
accounts managed by affiliates of The Capital Group Companies, Inc. as set
forth in this Agreement. Sales of shares of Washington Mutual
Investors Fund below $1 million made in connection with certain accounts
established before September 1, 1969 are subject to reduced concessions
and sales charges as described in the Washington Mutual Investors Fund
Prospectus. With respect to sales of shares of any tax-exempt
fund, the concession schedule for sales of shares to endowments and
foundations or retirement plans of organizations with assets of $50
million or more is inapplicable. The schedules of sales charges
above apply to single purchases, concurrent purchases of two or more of
the Funds (except those listed in Category 3 on the attached Schedule A),
and purchases made under a statement of intention and pursuant to the
right of accumulation, both of which are described in the
Prospectuses.
|
|
d.
|
On sales of
Class A shares and Class 529-A shares of Funds listed in Category 3 on the
attached Schedule A, no dealer concessions will be
paid.
|
3. Compensation
on Sales of Class B Shares and Class 529-B Shares
|
a.
|
On sales of
Class B shares and Class 529-B shares of Funds listed in Category 1 and
Category 2 on the attached
|
|
Schedule A
that are accepted by us and for which you are responsible, you will be
paid:
|
•
a dealer concession of 3.75% of the amount invested, plus
|
• an
immediate service fee of 0.25% of the amount
invested.
|
|
b.
|
On sales of
Class B shares and Class 529-B shares of Funds listed in Category 3 on the
attached Schedule A, no dealer concessions will be
paid.
|
4. Ongoing
Service Fees for Class A, Class 529-A, Class B and Class 529-B
Shares
We
are also authorized to pay you continuing service fees each quarter with respect
to the Class A, Class 529-A, Class B and Class 529-B shares of all the Funds to
promote selling efforts and to compensate you for providing certain services to
your clients, subject to your compliance with the following terms, which may be
revised by us from time to time. Your eligibility to continue receiving this
compensation will be evaluated periodically, and your failure to comply with the
terms below may result in our discontinuing service fee payments to
you. Initial qualification does not assure continued participation,
and this service fee program may be amended or terminated by us at any time as
indicated below.
|
a.
|
You agree to
cooperate as requested with programs that we provide to enhance
shareholder service. You also agree
|
|
to assume an
active role in providing shareholder services such as processing purchase
and redemption transactions, establishing shareholder accounts, and
providing certain information and assistance with respect to the
Funds. Redemption levels of shareholder accounts assigned to
you will be considered in evaluating your continued participation in this
service fee program.
|
|
b.
|
You agree to
support our marketing efforts by granting reasonable requests for visits
to your offices by our wholesalers and, to the extent applicable, by
including all Funds covered by this Agreement on your “approved”
list.
|
|
c.
|
You agree to
assign an individual to each shareholder account on your books and to
reassign the account should
|
|
that
individual no longer be assigned to the account. You agree to
instruct each such individual to regularly contact shareholders having
accounts so assigned.
|
|
d.
|
You agree to
pass through either directly or indirectly to the individual(s) assigned
to such accounts a share of the service fees paid to you pursuant to this
Agreement. You recognize that the service fee is intended to
compensate the individual for providing, and encourage the individual to
continue to provide, service to the account
holder.
|
|
e.
|
You
acknowledge that (i) all service fee payments are subject to the
limitations contained in each Fund’s Plan of Distribution and may be
varied or discontinued at any time, (ii) in order to receive a service fee
for a particular quarter,
|
|
the fee must
amount to at least $100, and (iii) no service fees will be paid on shares
purchased under the net asset
|
|
value
purchase privilege as described in the Funds’ statements of additional
information.
|
|
f.
|
On Class A,
Class 529-A, Class B and Class 529-B shares of Funds listed in Category 1
and Category 2 on the attached Schedule A, we will pay you a quarterly
service fee at the following annual rates, based on the average daily net
asset value of Class A, Class 529-A, Class B and Class 529-B shares,
respectively, that have been invested for 12 months and are held in an
account assigned to you at the end of the quarter for which payment is
made:
|
Annual
Service Fee Rate
|
|
Shares with a
first anniversary of purchase before 7-1-88*
|
0.15%
|
Shares with a
first anniversary of purchase on or after 7-1-88
|
0.25%
|
Shares of
state-specific tax-exempt funds
|
0.25%
|
|
g.
|
On Class A,
Class 529-A, Class B and Class 529-B shares of Funds listed in Category 3
on the attached Schedule A, we will pay you a quarterly service fee at the
following annual rates, based on the average daily net asset value of
Class A, Class 529-A, Class B and Class 529-B shares, respectively, that
have been invested for 12 months and are held in an account assigned to
you at the end of the quarter for which payment is
made:
|
Annual
Service Fee Rate
|
|
All
Shares
|
0.15%
|
5. Compensation
on Sales of Class C Shares and Class 529-C Shares
|
a.
|
On sales of
Class C shares and Class 529-C shares of Funds listed in Category 1 and
Category 2 on the attached
|
|
Schedule A
that are accepted by us and for which you are responsible, we will pay
you:
|
•
a dealer concession of 0.75% of the amount invested, plus
•
an immediate service fee of 0.25% of the amount invested.
|
b.
|
In addition,
we will pay you ongoing compensation on a quarterly basis at the annual
rate of 1.00% of the average daily net asset value of Class C shares and
Class 529-C shares of Funds listed in Category 1, Category 2 and Category
3 on the attached Schedule A that have been invested for 12 months and are
held in an account assigned to you at the end of the quarter for which
payment is made. The payment of this ongoing compensation is
subject to the limitations contained in each Fund’s Plan of Distribution
and may be varied or discontinued at any
time.
|
6. Compensation
on Sales of Class 529-E Shares
We
will pay you ongoing compensation on a quarterly basis at the annual rate of
0.50% of the average daily net asset value of Class 529-E shares of Funds listed
in Category 1, Category 2 and Category 3 on the attached Schedule A that are
held in an account assigned to you at the end of the quarter for which payment
is made. The payment of this ongoing compensation is subject to the
limitations contained in each Fund’s Plan of Distribution and may be varied or
discontinued at any time.
7. Retirement
Plan Share Classes (R shares) and Account Options (for retirement plans
only)
|
a.
|
We will pay
you ongoing compensation on a quarterly basis, at the applicable annual
rate set forth below, of the average daily net asset value of R shares of
Funds listed in Category 1, Category 2 and Category 3 on the attached
Schedule A that are held in a retirement plan (Plan) account assigned to
you at the end of the quarter for which payment is made. The
payment of this ongoing compensation is subject to the limitations
contained in each Fund’s Plan of Distribution and may be varied or
discontinued at any time. We expect that you will maintain one
account for each of your Plan customers on the books of the
Funds.
|
R
Share Class
|
Annual
Compensation Rate
|
Class
R-1
|
1.00%
|
Class
R-2
|
0.75%
|
Class
R-3
|
0.50%
|
Class
R-4
|
0.25%
|
Class
R-5
|
No
compensation paid
|
|
b.
|
If you hold
Plan accounts in an omnibus account (i.e., multiple Plans in
one account on the books of the Funds), Plans that are added to the
omnibus account after May 15, 2002 may invest only in R shares, and you
must execute an Omnibus Addendum to the Selling Group Agreement, which you
can obtain by calling our Home Office Service Team at 800/421-5475,
extension 59.
|
8. Order
Processing
Any order by you
for the purchase of shares of the respective Funds through us shall be accepted
at the time when it is received by us (or any clearinghouse agency that we may
designate from time to time), and at the offering and sale price next
determined, unless rejected by us or the respective Funds. In
addition to the right to reject any order, the Funds have reserved the right to
withhold shares from sale temporarily or permanently. We will not accept any
order from you that is placed on a conditional basis or subject to any delay or
contingency prior to execution. The procedure relating to the
handling of orders shall be subject to instructions that we shall forward from
time to time to all members of the Selling Group. The shares
purchased will be issued
by
the respective Funds only against receipt of the purchase price, in collected
New York or Los Angeles Clearing House funds subject to deduction of all
concessions on such sale (reallowance of any concessions to which you are
entitled on purchases at net asset value will be paid through our direct
purchase concession system). If payment for the shares purchased is
not received within three days after the date of confirmation the sale may be
cancelled forthwith, by us or by the respective Funds, without any
responsibility or liability on our part or on the part of the Funds, and we
and/or the respective Funds may hold you responsible for any loss, expense,
liability or damage, including loss of profit suffered by us and/or the
respective Funds, resulting from your delay or failure to make payment as
aforesaid.
9. Timeliness
of Submitting Orders
You are obliged to
date and indicate the time of receipt of all orders you receive from your
customers and to transmit promptly
all orders to us in
time to provide for processing at the price next determined after receipt by
you, in accordance with the Prospectuses. You are not to withhold
placing with us orders received from any customers for the purchase of
shares. You shall not purchase shares through us except for the
purpose of covering purchase orders already received by you, or for your bona
fide investment.
10. Repurchase
of Shares
If
any share is repurchased by any of the Funds or is tendered thereto for
redemption within seven business days after confirmation by us of the original
purchase order from you for such security, you shall forthwith refund to us the
full concessions paid to you on the original sale.
11. Processing
Redemption Requests
You shall not
purchase any share of any of the Funds from a record holder at a price lower
than the net asset value next determined by or for the Funds’
shares. You shall, however, be permitted to sell any shares for the
account of a shareholder
of
the Funds at the net asset value currently quoted by or for the Funds’ shares,
and may charge a fair service fee for handling the transaction provided you
disclose the fee to the record owner.
12. Prospectuses
and Marketing Materials
We
shall furnish you without charge reasonable quantities of offering Prospectuses
(including any supplements currently in effect), current shareholder reports of
the Funds, and sales materials issued by us from time to time. In the
purchase of shares through us, you are entitled to rely only on the information
contained in the offering Prospectus(es). You may not publish any
advertisement or distribute sales literature or other written material to the
public that makes reference to us or any of the Funds (except material that we
furnished to you) without our prior written approval.
13. Effect
of Prospectus
This Agreement is
in all respects subject to statements regarding the sale and repurchase or
redemption of shares made in offering Prospectuses of the Funds, and to the
applicable Rules of the NASD, which shall control and override any
provision
to
the contrary in this Agreement.
14. Relationship
of Parties
You shall make
available shares of the Funds only through us. In no transaction
(whether of purchase or sale) shall you have any authority to act as agent for,
partner of, or participant in a joint venture with us or with the Funds or any
other entity having either a Selling Group Agreement or other Agreement with
us.
15. State
Securities Qualification
We
act solely as agent for the Funds and are not responsible for qualifying the
Funds or their shares for sale in any jurisdiction. Upon written
request we will provide you with a list of the jurisdictions in which the Funds
or their shares are qualified for sale.
We
also are not responsible for the issuance, form, validity, enforceability or
value of Fund shares.
16. Representations
|
a.
|
You represent
that (a) you are a properly registered or licensed broker or dealer under
applicable federal and state securities laws and regulations and are
complying with and will continue to comply with all applicable federal and
state laws, rules and regulations, (b) you are a member of the NASD, (c)
your membership with the NASD is not currently suspended or terminated and
(d) to the extent you offer any Class 529 shares, you are properly
registered to offer such shares. You
agree
|
|
to notify us
immediately in writing if any of the foregoing representations ceases to
be true to a material extent.
|
|
b.
|
We represent
that (a) we are acting as an underwriter within the meaning of the
applicable rules of the NASD and are complying with and will continue to
comply with all applicable federal and state laws, rules and regulations,
(b) we are a member of the NASD and (c) our membership with the NASD is
not currently suspended or terminated. We agree to notify
you immediately in writing if any of the foregoing representations ceases
to be true to a material extent.
|
17. Confidentiality
Each party to this
Agreement agrees to maintain all information received from the other party
pursuant to this Agreement in confidence, and each party agrees not to use any
such information for any purpose, or disclose any such information to any
person, except as permitted by applicable laws, rules and
regulations. This provision shall survive the termination of this
Agreement.
18. Termination
Either of us may
cancel this Agreement at any time by written notice to the other.
19. Notices
All communications
to us should be sent to the above address. Any notice to you shall be
duly given if mailed or sent by overnight courier to you at the address
specified by you below.
* * * * *
* Except U.S. Government Securities
Fund, which pays service fees at the 0.25% rate on all shares held at least 12
months.
Execute this
Agreement in duplicate and return one of the duplicate originals to us for our
file. This Agreement (i) may be amended by notification from us and
orders
received following such notification shall be deemed to be an acceptance of any such amendment and (ii) shall be construed in accordance with the laws of the State of
California.
received following such notification shall be deemed to be an acceptance of any such amendment and (ii) shall be construed in accordance with the laws of the State of
California.
Very truly
yours,
American Funds
Distributors, Inc.
By _______________________
Xxxxx X.
Xxxxxxxx
President
Accepted
__________________________
Firm
By _______________________
Officer or
Partner
_______________________
Print
Name
_______________________
Title
Address:
_______________________
_______________________
Date:
_______________________
Schedule
A
May 15,
2002
(supersedes
Schedule A dated January 1, 2002)
A
|
B
|
C
|
529-A
|
529-B
|
529-C
|
529-E
|
R-1
|
R-2
|
R-3
|
R-4
|
R-5
|
|
Category
1
|
||||||||||||
AMCAP
Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
American
Balanced Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
American
Mutual Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital
Income Builder
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital World
Growth and Income Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
EuroPacific
Growth Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Fundamental
Investors
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Growth Fund
of America
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Income Fund
of America
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Investment
Company of America
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
New Economy
Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
New
Perspective Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
New World
Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
SMALLCAP
World Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Washington
Mutual Investors Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Category
2
|
||||||||||||
American
High-Income Trust
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
American
High-Income Municipal Bond Fund
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Bond Fund of
America
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital World
Bond Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Intermediate
Bond Fund of America
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Limited Term
Tax-Exempt Bond Fund of America
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Tax-Exempt
Bond Fund of America
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Tax-Exempt
Fund of California
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Tax-Exempt
Fund of Maryland
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Tax-Exempt
Fund of Virginia
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
U.S.
Government Securities Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Category
3
|
||||||||||||
Cash
Management Trust of America
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
Tax-Exempt
Money Fund of America
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
U.S. Treasury
Money Fund of America
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
l
|
l
|
l
|
l
|
l
|
Notes
and symbols
Class
F and Class 529-F shares are available pursuant to a separate
agreement.
l Share class is
available.
e Share class is available for
exchanges only.
na Share class is not
available.
[logo
– American Funds®]
|
American
Funds Distributors, Inc.
|
|
000 Xxxxx
Xxxx Xxxxxx
|
Xxx Xxxxxxx,
Xxxxxxxxxx 00000
Telephone
800/000-0000, ext. 59
Omnibus addendum to
the
Selling group
agreement
(for retirement
plan share classes (R shares) only)
Ladies and
Gentlemen:
This Omnibus
Addendum (Addendum) to the Selling Group Agreement (Agreement1) into which we previously entered is made by and
between you and American Funds Distributors, Inc. as of the date indicated
below. This Addendum constitutes the agreement between you and us in
respect of your holding retirement plan (Plan) accounts in an omnibus account on
the books of the Funds. All terms of the Agreement and of addenda to
the Agreement dated on or prior to the date of this Addendum continue in full
force and effect. If any provision of the Agreement or any addenda to
the Agreement is inconsistent with this Addendum, this Addendum shall supersede
such other provisions.
Requirements to Maintain Retirement
Plan Omnibus Accounts
|
a.
|
In order for
you to hold Plan accounts in an omnibus account on the books of the Funds,
you agree to provide us, for each Plan account in the omnibus account,
with the following information current as of the end of each calendar
month, within fifteen (15) calendar days following the end of such month,
and in a file layout conforming to the attached Exhibit A, which may be
modified by us from time to time:
|
1.
|
Plan’s
name
|
2.
|
Selling
representative’s name
|
|
3.
|
Selling
representative’s number
|
|
4.
|
Selling
representative’s street address, city, state and zip
code
|
5.
|
Selling
representative’s branch number
|
6.
|
Name of the
firm assigned to the Plan’s account
|
7.
|
The American
Funds-designated number identifying the firm assigned to the Plan’s
account
|
|
8.
|
For each
share class of a Fund held by the
Plan—
|
|
(i)
|
the share
class’ CUSIP number
|
|
(ii)
|
the dollar
amount of investments to the Fund during the month (Include investments
from mapped takeover assets, participant contributions and employer
contributions. Do not include participant-initiated
transactions that result in (A) asset movement between the Fund and other
American Funds or (B) investments to the Fund from other mutual fund
families.)
|
|
(iii)
|
the dollar
amount of redemptions from the Fund during the month (Include redemptions
or distributions due to a participant’s separation of service or the
removal of the Fund as an investment option within the Plan. Do
not include participant-initiated transactions that result in (A) asset
movement between the Fund and other American Funds or (B) asset movement
from the Fund to other mutual fund
families.)
|
1
Agreement means the Selling Group Agreement, Bank Selling Group Agreement, or
Institutional Selling Group Agreement, as the case may be, into which we
previously
entered.
entered.
Please note that if
you are an institution that conducts retirement plan business through only one
branch and has no representatives (such as a bank), then you are required to
provide only the information listed in items 1, 6, 7 & 8 above.
|
b.
|
If we find a
significant discrepancy between the information contained in files you
send us and the information contained in our own records, you agree to
cooperate with us to resolve the
discrepancy.
|
|
c.
|
If you
provide third parties with trading or clearing services, you may not give
such third parties access to the Funds without our written
consent.
|
Should you hold
Plan accounts in an omnibus account, failure to comply with the requirements set
forth above will constitute a breach of the Agreement, thereby giving us the
right to terminate the Agreement.
* * * * *
Execute this
Addendum in duplicate and return one of the duplicate originals to us for our
file. This Addendum (i) may be amended by notification from us and
orders received following such notification shall be deemed to be an acceptance
of any such amendment and (ii) shall be construed in accordance with the laws of
the State of California.
Very truly
yours,
American Funds
Distributors,
By _______________________
Xxxxx X.
Xxxxxxxx
President
Accepted
__________________________
Firm
By _______________________
Officer or
Partner
_______________________
Print
Name
_______________________
Print
Title
Address:
_______________________
_______________________
Date:
_______________________
EXHIBIT
A
Header
Record: This is the first record in the file.
Field
Name
|
Format
|
Length
|
Required?
|
|
1.
|
‘H’
(Header
Record Identifier)
|
Alpha
|
1
|
Y
|
2.
|
Dealer
Number
(Format: right
justified, zero filled)
|
Numeric
|
7
|
Y
|
3.
|
Sales Month
Date
(Format:
YYYYMM)
|
Numeric
|
6
|
Y
|
Detail Record -
Settled trades only
Field
Name
|
Format
|
Length
|
Required?
|
|
4.
|
‘D’
(Detail
Record Identifier)
|
Alpha
|
1
|
Y
|
5.
|
Unique Record
ID
(Unique
identifier for each detail record; sequence number)
(Format: right
justified, zero filled)
|
Alphanumeric
|
9
|
Y
|
6.
|
Omnibus
Account Number (from daily trades)
(Format: right
justified, zero filled)
|
Numeric
|
11
|
Y
|
7.
|
Fund Cusip
Number
(Format: right
justified, zero filled)
|
Alphanumeric
|
9
|
Y
|
8.
|
Financial
Institution’s Name
(Firm the Rep
works for)
(Format: left
justified, followed by spaces)
|
Alphanumeric
|
70
|
Y
|
9.
|
Financial
Institution’s Number
(Format: right
justified, zero filled)
|
Numeric
|
7
|
Y
|
10.
|
Financial
Adviser’s Office Number
(Format: left
justified, followed by spaces)
|
Alphanumeric
|
9
|
Y
|
11.
|
Financial
Adviser’s ID
(Format: left
justified, followed by spaces)
|
Alphanumeric
|
9
|
Y
|
12.
|
Investment
Amount – New Money to AF
Investments
from mapped takeover assets, participant contributions and employer
contributions. Include transactions that result in asset
movement into the Fund from other fund families, i.e., new money to
AF. Do not include participant-initiated transactions that
result in asset movement into the Fund from other American
Funds.
(Format note:
Enter as a positive number, right justified, zero filled, implied 2
decimal positions.
For
example: 000000123456789 if the amount is $1,234,567.89
Reversals/corrections
that go into this bucket should be negative amounts)
|
Numeric
|
13.2
|
Y
|
13.
|
Non-Commissionable
Investment Amount
Include
loan repayments. Do not include participant-initiated
transactions that result in (A) asset movement between the Fund and other
American Funds or (B) asset movement into the Fund from other fund
families.
(See format
note on Investment Amount.
Reversals/corrections
that go into this bucket should be negative amounts)
|
Numeric
|
13.2
|
|
14.
|
Exchange
Purchase Amount – From Money Market
Exchange
purchases that result in asset movement to the Fund from an AF money
market.
(See format
note on Investment Amount.
Reversals/corrections
that go into this bucket should be negative amounts)
|
Numeric
|
13.2
|
Detail Record
(continued)
Field
Name
|
Format
|
Length
|
Required?
|
|
15.
|
Exchange
Purchase Amount – Old Money
Exchange
purchases that result in asset movement to the Fund from other non money
market American Funds.
(See format
note on Investment Amount.
Reversals/corrections
that go into this bucket should be negative amounts)
|
Numeric
|
13.2
|
|
16.
|
Redemption
Amount
Redemptions
or distributions due to a participant’s separation of
service. Include loan withdrawals. Do not include
participant-initiated transactions that result in (A) asset movement
between the Fund and other American Funds or (B) asset movement from the
Fund to other mutual fund families.
(See format
note on Investment Amount.)
|
Numeric
|
13.2
|
Y
|
17.
|
Exchange
Redemption Amount – Out of AF
Exchange
redemptions that result in asset movement from the Fund to other mutual
fund families.
(See format
note on Investment Amount.)
|
Numeric
|
13.2
|
|
18.
|
Exchange
Redemption Amount – Within AF
Exchange
redemptions that result in asset movement between the Fund and other
American Funds.
(See format
note on Investment Amount.)
|
Numeric
|
13.2
|
|
19.
|
Line of
Business Code*
|
Alpha
|
4
|
|
20.
|
Plan
Number
Unique
identifier for the plan
(Also may be
known as omnibus trader’s internal plan account
number)
|
Alphanumeric
|
20
|
|
21.
|
Plan
Name
|
Alphanumeric
|
70
|
|
22.
|
Financial
Adviser’s First Name
|
Xxxxx
|
00
|
|
00.
|
Financial
Adviser’s Middle Initial
|
Alpha
|
1
|
|
24.
|
Financial
Adviser’s Last Name
|
Xxxxx
|
00
|
|
00.
|
Financial
Adviser’s Suffix
Sr.,
Jr., III, etc.
|
Xxxxx
|
00
|
|
00.
|
Financial
Adviser’s Street Address 1
(Items 26 –
30 are the Address, City, State and Zip where the Rep
works.)
|
Alphanumeric
|
35
|
|
27.
|
Financial
Adviser’s Street Address 2
|
Alphanumeric
|
35
|
|
28.
|
Financial
Adviser’s City
|
Alpha
|
35
|
Y
|
29.
|
Financial
Adviser’s State
|
Alpha
|
2
|
Y
|
30.
|
Financial
Adviser’s Zip
|
Alphanumeric
|
10
|
Y
|
31.
|
Month-end
Assets
(See format
note on Investment Amount.)
|
Numeric
|
15.2
|
|
32.
|
Month-end
Share Balance
|
Numeric
|
11.4
|
|
33.
|
Filler
|
Alphanumeric
|
40
|
Record
Length for Detail Records = 569
Trailer
Record: This is the last record in the file.
Field
Name
|
Format
|
Length
|
Required?
|
|
34.
|
‘T’
(Trailer
Record Identifier)
|
Alpha
|
1
|
Y
|
35.
|
Dealer
Number
|
Numeric
|
7
|
Y
|
36.
|
Number of
Detail Records
(Format: right
justified, zero filled)
|
Numeric
|
9
|
Y
|
37.
|
Total
Investment Amount
Calculation:
total of fields 12, 13, 14, and 15
(See format
note on Detail Record Investment Amount)
|
Numeric
|
15.2
|
Y
|
38.
|
Total
Redemption Amount
Calculation: total
of fields 16, 17, and 18
(See format
note on Detail Record Investment Amount)
|
Numeric
|
15.2
|
Y
|
Record
Length for Trailer Record = 51
*
Codes to use for line of business:
Social
Code
|
Description
|
0056
|
457 Deferred
Compensation (Non-CBT)
|
0059
|
Deferred
Compensation/Rabbi Trust (Non-CBT)
|
0076
|
Retirement
Plans/Other (Non-CBT)
|
0078
|
403B ER &
EE (Non-CBT)
|
0081
|
401K
(Non-CBT)
|
0083
|
Simple 401K
(Non-CBT)
|
0250
|
RecordKeeper
Connect 401(K)
|
0251
|
RecordKeeper
Connect Money Purchase
|
0252
|
RecordKeeper
Connect Profit Sharing
|
0253
|
RecordKeeper
Connect 403(B)
|
0254
|
RecordKeeper
Connect 457
|
0255
|
RecordKeeper
Connect Non-Qualified
|
0256
|
RecordKeeper
Connect Defined Benefit
|
ER
= Employer sponsored
EE
= Employee sponsored
CBT
= Capital Bank & Trust
[logo –
American Funds ®]
|
American
Funds Distributors, Inc.
000 Xxxxx Xxxx
Xxxxxx
Xxx Xxxxxxx,
Xxxxxxxxxx 00000
Telephone
800/000-0000, ext. 4
October
2006
To
Our Dealer Friends,
As
you may know, shares of our newest fund in the American Funds family, Short-Term
Bond Fund of America, will be available for sale to the public beginning
November 1, 2006. Short-Term Bond Fund of America is designed to provide current
income and capital preservation by investing in high-quality short-term bonds.
The purpose of this notice is to amend your selling group agreement (the
“Agreement”) with American Funds Distributors to reflect this new fund as well
as certain other changes.
As
compared to other American Funds bond funds, Short-Term Bond Fund of America
will have a new concession schedule for Class A (including 529-A) shares that
provides a maximum dealer concession of 2.00% on investments. Beginning Nov. 1,
2006, this new Class A concession schedule will also apply to Intermediate Bond
Fund of America and Limited Term Tax-Exempt Bond Fund of America. However,
please note that for these three funds, ongoing service fees for Class A shares
and compensation on all other share classes will remain unchanged. Also
beginning Nov. 1, 2006, Class B, C, 529-B and 529-C shares of all three funds
will be available through exchanges only.
As
a result of the new Class A concession schedule discussed above, we are creating
a new category of compensation for purposes of the Agreement. Funds currently
assigned to Category 3 in the Agreement, including all current references to
“Category 3,” will now be relabeled as “Category 4.” Short-Term Bond
Fund of America, Intermediate Bond Fund of America and Limited Term Tax-Exempt
Bond Fund of America will now comprise new Category 3. These changes are
detailed in the Agreement amendment set forth below.
In
consideration of the foregoing, the Agreement is amended as follows effective
November 1, 2006:
1. Each instance of
“Category 3” in the body of the Agreement is replaced by “Category
4.”
2. The existing
Schedule A to the Agreement is replaced in its entirety by the new Schedule A
attached hereto.
3. A concession
schedule for the new Category 3 Funds is added to the Agreement as
follows:
On
sales of Class A shares and Class 529-A shares of Funds listed in Category 3 on
the attached Schedule A that are accepted by us and for which you are
responsible, you will be paid dealer concessions as follows:
Concession
as
|
Sales
Charge
|
|
Percentage
of
|
as
Percentage
|
|
Purchases
|
Offering
Price
|
of
Offering Price
|
Less than
$500,000
|
2.00%
|
2.50%
|
$500,000 but
less than $750,000
|
1.60%
|
2.00%
|
$750,000 but
less than $1 million
|
1.20%
|
1.50%
|
$1 million or
more
|
See
Agreement
|
None
|
4. Ongoing
service fees for Class A and Class 529-A shares and compensation on all other
share classes as currently stated in the Agreement for Category 2 Funds, shall
also apply to the new Category 3 Funds.
* * * * *
The Agreement
remains unchanged in all other respects. Any order for Fund shares received by
us beginning November 1, 2006 shall be deemed an acceptance of this amendment to
your Agreement.
Very truly
yours,
Xxxxx X.
Xxxxxxxx’
Schedule
A
November 1,
2006
(supersedes all
previous versions of Schedule A – last version dated May 15, 2002)
A
|
B
|
C
|
529-A
|
529-B
|
529-C
|
529-E
|
R-1
|
R-2
|
R-3
|
R-4
|
R-5
|
|
Category
1
|
||||||||||||
AMCAP
Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
American
Balanced Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
American
Mutual Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital
Income Builder
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital World
Growth and Income Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
EuroPacific
Growth Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Fundamental
Investors
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
The Growth
Fund of America
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
The Income
Fund of America
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
The
Investment Company of America
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
The New
Economy Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
New
Perspective Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
New World
Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
SMALLCAP
World Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Washington
Mutual Investors Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Category
2
|
||||||||||||
American
High-Income Trust
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
American
High-Income Municipal Bond Fund
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
The Bond Fund
of America
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital World
Bond Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
The
Tax-Exempt Bond Fund of America
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
The
Tax-Exempt Fund of California
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
The
Tax-Exempt Fund of Maryland
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
The
Tax-Exempt Fund of Virginia
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
U.S.
Government Securities Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Category
3
|
||||||||||||
Intermediate
Bond Fund of America
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
Limited Term
Tax-Exempt Bond Fund of America
|
l
|
e
|
e
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Short-Term
Bond Fund of America
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
Category
4
|
||||||||||||
The Cash
Management Trust of America
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
The
Tax-Exempt Money Fund of America
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
The U.S.
Treasury Money Fund of America
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
l
|
l
|
l
|
l
|
l
|
Notes
and symbols
Class
F and Class 529-F shares are available pursuant to a separate
agreement.
l
|
Share
class is available
|
|
e
|
Share
class is available for exchanges only
|
|
na
|
Share
class is not available
|
[[logo –
American Funds ®]
|
American
Funds Distributors, Inc.
000 Xxxxx Xxxx
Xxxxxx
Xxx Xxxxxxx,
Xxxxxxxxxx 00000
Telephone
800/000-0000, ext. 4
January
2007
To
Our Dealer Friends,
As
you may know, American Funds recently announced plans to introduce a series of
target date funds of funds designed for investment by employer-sponsored
retirement plans and individual retirement accounts. Shares of the American
Funds Target Date Retirement Series will be available for sale to the public
beginning February 1, 2007. The series will initially consist of nine funds
corresponding to approximate retirement dates between 2010 and 2050, in
five-year increments.
Each of the new
funds in the American Funds Target Date Retirement Series will invest in a
combination of mutual funds offered by the American Funds. The mix of
investments for each fund in the series will change over time. For example, as
each fund approaches and passes its retirement goal, it will emphasize more
conservative investment objectives, such as capital preservation and current
income. The purpose of this notice is to amend your selling group agreement (the
“Agreement”) with American Funds Distributors to reflect the addition of the
American Funds Target Date Retirement Series. This notice also authorizes you to
offer any funds that may be added to the series in the future.
In
consideration of the foregoing, the Agreement is amended as follows effective
February 1, 2007:
1. The existing Schedule A to the
Agreement is replaced in its entirety by the new Schedule A attached
hereto.
* * * * *
The Agreement
remains unchanged in all other respects. Any order for Fund shares received by
us beginning February 1, 2007 shall be deemed an acceptance of this amendment to
your Agreement.
Very truly
yours,
Xxxxx X.
Xxxxxxxx
[Missing Graphic Reference]
Schedule
A
February 1,
2007
(supersedes all
previous versions of Schedule A - last version dated November 1,
2006)
A
|
B
|
C
|
529-A
|
529-B
|
529-C
|
529-E
|
R-1
|
R-2
|
R-3
|
R-4
|
R-5
|
|
Category
1
|
||||||||||||
AMCAP
Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
American
Balanced Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
American
Funds Target Date Retirement Series
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
l
|
l
|
l
|
l
|
l
|
American
Mutual Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital
Income Builder
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital World
Growth and Income Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
EuroPacific
Growth Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Fundamental
Investors
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
The Growth
Fund of America
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
The Income
Fund of America
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
The
Investment Company of America
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
The New
Economy Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
New
Perspective Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
New World
Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
SMALLCAP
World Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Washington
Mutual Investors Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Category
2
|
||||||||||||
American
High-Income Trust
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
American
High-Income Municipal Bond Fund
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
The Bond Fund
of America
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital World
Bond Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
The
Tax-Exempt Bond Fund of America
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
The
Tax-Exempt Fund of California
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
The
Tax-Exempt Fund of Maryland
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
The
Tax-Exempt Fund of Virginia
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
U.S.
Government Securities Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Category
3
|
||||||||||||
Intermediate
Bond Fund of America
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
Limited Term
Tax-Exempt Bond Fund of America
|
l
|
e
|
e
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Short-Term
Bond Fund of America
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
Category
4
|
||||||||||||
The Cash
Management Trust of America
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
The
Tax-Exempt Money Fund of America
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
The U.S.
Treasury Money Fund of America
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
l
|
l
|
l
|
l
|
l
|
Notes
and symbols
Class
F and Class 529-F shares are available pursuant to a separate
agreement.
l Share class is
available
e Share class is
available for exchanges only
na Share class is not
available
American
Funds Distributors, Inc.
000 Xxxxx Xxxx
Xxxxxx
Xxx Xxxxxxx,
Xxxxxxxxxx 00000
Telephone
800/000-0000, ext. 4
August
2008
To
Our Dealer Friends,
As you may know,
shares of our newest fund in the American Funds family, International Growth and
Income Fund, will be available for sale to the public beginning October 1, 2008.
International Growth and Income Fund will invest its assets primarily in equity
securities of larger, well-established companies outside the United
States. The purpose of this notice is to amend your selling group agreement (the
“Agreement”) with American Funds Distributors, Inc. to reflect the addition of
the International Growth and Income Fund.
In
consideration of the foregoing, the Agreement is amended as follows, effective
October 1, 2008:
1.
|
The existing
Schedule A to the Agreement is replaced in its entirety by the new
Schedule A attached hereto.
|
* * * * *
The Agreement
remains unchanged in all other respects. Any order for Fund shares
received by us beginning October 1, 2008 shall be deemed an acceptance of this
amendment to your Agreement.
Very truly
yours,
Xxxxx X.
Xxxxxxxx
President
Schedule
A
October 1,
2008
(supersedes all
previous versions of Schedule A – last version dated February 1,
2007)
A
|
B
|
C
|
529-A
|
529-B
|
529-C
|
529-E
|
R-1
|
R-2
|
R-3
|
R-4
|
R-5
|
|
Category
1
|
||||||||||||
AMCAP
Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
American
Balanced Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
American
Funds Target Date Retirement Series
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
l
|
l
|
l
|
l
|
l
|
American
Mutual Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital
Income Builder
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital World
Growth and Income Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
EuroPacific
Growth Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Fundamental
Investors
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
The Growth
Fund of America
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
The Income
Fund of America
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
International
Growth and Income Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
The
Investment Company of America
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
The New
Economy Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
New
Perspective Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
New World
Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
SMALLCAP
World Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Washington
Mutual Investors Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Category
2
|
||||||||||||
American
High-Income Trust
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
American
High-Income Municipal Bond Fund
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
The Bond Fund
of America
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital World
Bond Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
The
Tax-Exempt Bond Fund of America
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
The
Tax-Exempt Fund of California
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
The
Tax-Exempt Fund of Maryland
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
The
Tax-Exempt Fund of Virginia
|
l
|
l
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
U.S.
Government Securities Fund
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Category
3
|
||||||||||||
Intermediate
Bond Fund of America
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
Limited Term
Tax-Exempt Bond Fund of America
|
l
|
e
|
e
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Short-Term
Bond Fund of America
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
Category
4
|
||||||||||||
The Cash
Management Trust of America
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
The
Tax-Exempt Money Fund of America
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
The U.S.
Treasury Money Fund of America
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
l
|
l
|
l
|
l
|
l
|
Notes
and symbols
Class
F-1, Class F-2 and Class 529-F-1 shares are available pursuant to a separate
agreement.
l Share class is
available
e Share class is available for
exchanges only
na Share class is not
available
[logo - American
Funds (sm)]
AMERICAN FUNDS
DISTRIBUTORS, INC.
000 Xxxxx Xxxx
Xxxxxx
Xxx Xxxxxxx,
Xxxxxxxxxx 00000
Telephone
800/000-0000, ext. 4
Form of bank
selling group agreement
Ladies and
Gentlemen:
We
have entered into a principal underwriting agreement with each Fund in The
American Funds Group (Funds) under which we are appointed exclusive agent for
the sale of shares. You have indicated that you wish to act as agent
for your customers in connection with the purchase, sale and redemption of
shares of the Funds as are qualified for sale in your state. We agree
to honor your request, subject to the terms set forth below. In
addition, we are the distributor of CollegeAmerica (Program), a college savings
program as described in Section 529 of the Internal Revenue Code.
1.
AUTHORIZATION
In
placing orders for the purchase and sale of shares of the Funds, you will be
acting as agent for your customers. We shall execute transactions for
each of your customers only upon your authorization, at the regular public price
currently determined by the respective Funds in the manner described in their
offering Prospectuses. The offering Prospectuses and this Agreement set forth
the terms applicable to sales of shares of the Funds through you and all other
representations or documents are subordinate. You understand that
Class 529 shares of the Funds are available only as underlying investments
through the Program.
2.
COMPENSATION ON SALES OF CLASS A SHARES AND CLASS 529-A SHARES
a.
On each purchase order for Class A shares and Class 529-A shares of Funds listed
in Category 1 on the attached Schedule A that is accepted by us and for which
you are responsible, you will be paid compensation as follows:
PURCHASES
|
COMPENSATION
AS
|
SALES
CHARGE
|
PERCENTAGE
OF
|
AS
PERCENTAGE
|
|
OFFERING
PRICE
|
OF OFFERING
PRICE
|
|
Less than
$25,000
|
5.00%
|
5.75%
|
$25,000 but
less than $50,000
|
4.25%
|
5.00%
|
$50,000 but
less than $100,000
|
3.75%
|
4.50%
|
$100,000 but
less than $250,000
|
2.75%
|
3.50%
|
$250,000 but
less than $500,000
|
2.00%
|
2.50%
|
$500,000 but
less than $750,000
|
1.60%
|
2.00%
|
$750,000 but
less than $1,000,000
|
1.20%
|
1.50%
|
$1,000,000 or
more
|
See
below
|
None
|
B.
On each purchase order for Class A shares and Class 529-A shares of Funds listed
in Category 2 on the attached Schedule A that is accepted by us and for which
you are responsible, you will be paid the same compensation indicated above
except as follows:
PURCHASES
|
COMPENSATION
AS
|
SALES
CHARGE
|
PERCENTAGE
OF
|
AS
PERCENTAGE
|
|
OFFERING
PRICE
|
OF OFFERING
PRICE
|
|
Less than
$100,000
|
3.00%
|
3.75%
|
C.
For purchase orders of Class A shares and Class 529-A shares for which you are
responsible, a) amounting to $1 million or more, b) made to employer-sponsored
defined contribution-type retirement plans that qualify to invest at net asset
value under the terms of the Fund Prospectuses, or c) made at net asset value to
endowments and foundations with assets of $50 million or more, you will be paid
compensation of 1.00% on sales to $4 million, plus 0.50% on amounts over $4
million up to $10 million, plus 0.25% on amounts over $10 million. No
compensation is paid on any other sales of shares at net asset value, except
that compensation may be paid on sales of fund shares to accounts managed by
affiliates of The Capital Group Companies, Inc. as set forth in this
Agreement. Sales of shares of Washington Mutual Investors Fund below
$1 million made in connection with certain accounts established before September
1, 1969 are subject to reduced compensation and sales charges as described in
the Washington Mutual Investors Fund Prospectus. With respect to
sales of shares of any tax-exempt fund, the compensation schedule for sales of
shares to endowments and foundations or retirement plans of organizations with
assets of $50 million or more is inapplicable. The schedules of sales
charges above apply to single purchases, concurrent purchases of two or more of
the Funds (except those listed in Category 3 on the attached Schedule A), and
purchases made under a statement of intention and pursuant to the right of
accumulation, both of which are described in the Prospectuses.
D.
On each purchase order for Class A shares and Class 529-A shares of Funds listed
in Category 3 on the attached Schedule A, no compensation will be
paid.
3.
COMPENSATION ON SALES OF CLASS B SHARES AND CLASS 529-B SHARES
A.
On purchase orders for Class B shares and Class 529-B shares of Funds listed in
Category 1 and Category 2 on the attached Schedule A that are accepted by us and
for which you are responsible, you will be paid:
-
compensation of 3.75% of the amount invested, plus
-
an immediate service fee of 0.25% of the amount invested.
B.
On purchase orders for Class B shares and Class 529-B shares of Funds listed in
Category 3 on the attached Schedule A, no compensation will be
paid.
4.
ONGOING SERVICE FEES FOR CLASS A, CLASS 529-A, CLASS B AND CLASS
529-B
SHARES
We
are also authorized to pay you continuing service fees each quarter with respect
to the Class A, Class 529-A, Class B and Class 529-B shares of all the Funds to
compensate you for providing certain services to your clients, subject to your
compliance with the following terms, which may be revised by us from time to
time. Your eligibility to continue receiving this compensation will be evaluated
periodically, and your failure to comply with the terms below may result in our
discontinuing service fee payments to you. Initial qualification does
not assure continued participation, and this service fee program may be amended
or terminated by us at any time as indicated below.
A.
You agree to cooperate as requested with programs that we provide to enhance
shareholder service. You also agree to assume an active role in providing
shareholder services such as processing purchase and redemption transactions,
establishing shareholder accounts, and providing certain information and
assistance with respect to the Funds. Redemption levels of
shareholder accounts assigned to you will be considered in evaluating your
continued participation in this service fee program.
B.
You agree to support our marketing efforts by granting reasonable requests for
visits to your offices by our wholesalers and, to the extent applicable, by
including all Funds covered by this Agreement on your "approved"
list.
C.
You agree to assign an individual to each shareholder account on your books and
to reassign the account should that individual no longer be assigned to the
account. You agree to instruct each such individual to regularly
contact shareholders having accounts so assigned.
D.
You agree to pass through either directly or indirectly to the individual(s)
assigned to such accounts a share of the service fees paid to you pursuant to
this Agreement. You recognize that the service fee is intended to
compensate the individual for providing, and encourage the individual to
continue to provide, service to the account holder.
E.
You acknowledge that (i) all service fee payments are subject to the limitations
contained in each Fund's Plan of Distribution and may be varied or discontinued
at any time, (ii) in order to receive a service fee for a particular quarter,
the fee must amount to at least $100, and (iii) no service fees will be paid on
shares purchased under the net asset value purchase privilege as described in
the Funds' statements of additional information.
F.
On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in
Category 1 and Category 2 on the attached Schedule A, we will pay you a
quarterly service fee at the following annual rates, based on the average daily
net asset value of Class A, Class 529-A, Class B and Class 529-B shares,
respectively, that have been invested for 12 months and are held in an account
assigned to you at the end of the quarter for which payment is
made:
ANNUAL
SERVICE FEE RATE
|
|
Shares with a
first anniversary of purchase before 7-1-88*
|
0.15%
|
Shares with a
first anniversary of purchase on or after 7-1-88
|
0.25%
|
Shares of
state-specific tax-exempt funds
|
0.25%
|
G.
On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed
in
Category 3 on the
attached Schedule A, we will pay you a quarterly service fee at the following
annual rates, based on the average daily net asset value of Class A, Class
529-A, Class B and Class 529-B shares, respectively, that have been invested for
12 months and are held in an account assigned to you at the end of the quarter
for which payment is made:
ANNUAL SERVICE FEE
RATE
All Shares
0.15%
5.
COMPENSATION ON SALES OF CLASS C SHARES AND CLASS 529-C SHARES
A.
On purchase orders for Class C shares and Class 529-C shares of Funds listed in
Category 1 and Category 2 on the attached Schedule A that are accepted by us and
for which you are responsible, we will pay you:
-
compensation of 0.75% of the amount invested, plus
-
an immediate service fee of 0.25% of the amount invested.
B.
In addition, we will pay you ongoing compensation on a quarterly basis at the
annual rate of 1.00% of the average daily net asset value of Class C shares and
Class 529-C shares of Funds listed in Category 1, Category 2 and Category 3 on
the attached Schedule A that have been invested for 12 months and are held in an
account assigned to you at the end of the quarter for which payment is
made. The payment of this ongoing compensation is subject to the
limitations contained in each Fund's Plan of Distribution and may be varied or
discontinued at any time.
*Except U.S.
Government Securities Fund, which pays service fees at the 0.25% rate on all
shares held at least 12 months
6.
COMPENSATION ON SALES OF CLASS 529-E SHARES
We
will pay you ongoing compensation on a quarterly basis at the annual rate of
0.50% of the average daily net asset value of Class 529-E shares of Funds listed
in Category 1, Category 2 and Category 3 on the attached Schedule A that are
held in an account assigned to you at the end of the quarter for which payment
is made. The payment of this ongoing compensation is subject to the
limitations contained in each Fund's Plan of Distribution and may be varied or
discontinued at any time.
7.
RETIREMENT PLAN SHARE CLASSES (R SHARES) AND ACCOUNT OPTIONS (FOR
RETIREMENT
PLANS
ONLY)
A.
We will pay you ongoing compensation on a quarterly basis, at the applicable
annual rate set forth below, of the average daily net asset value of R shares of
Funds listed in Category 1, Category 2 and Category 3 on the attached Schedule A
that are held in a retirement plan (Plan) account assigned to you at the end of
the quarter for which payment is made. The payment of this ongoing
compensation is subject to the limitations contained in each Fund's Plan of
Distribution and may be varied or discontinued at any time. We expect
that you will maintain one account for each of your Plan customers on the books
of the Funds.
R SHARE
CLASS
|
ANNUAL
COMPENSATION RATE
|
Class
R-1
|
1.00%
|
Class
R-2
|
0.75%
|
Class
R-3
|
0.50%
|
Class
R-4
|
0.25%
|
Class
R-5
|
No
compensation paid
|
B.
If you hold Plan accounts in an omnibus account (I.E., multiple Plans in one
account on the books of the Funds), Plans that are added to the omnibus account
after May 15, 2002 may invest only in R shares, and you must execute an Omnibus
Addendum to the Selling Group Agreement, which you can obtain by calling our
Dealer Support department, extension 34222.
8.
ORDER PROCESSING
Any order by you
for the purchase of shares of the respective Funds through us shall be accepted
at the time when it is received by us (or any clearinghouse agency that we may
designate from time to time), and at the offering and sale price next
determined, unless rejected by us or the respective Funds. In
addition to the right to reject any order, the Funds have reserved the right to
withhold shares from sale temporarily or permanently. We will not accept any
order from you that is placed on a conditional basis or subject to any delay or
contingency prior to execution. The procedure relating to the
handling of orders shall be subject to instructions that we shall forward from
time to time to all members of the Selling Group. The shares
purchased will be issued by the respective Funds only against receipt of the
purchase price, in collected New York or Los Angeles Clearing House funds
subject to deduction of all compensation on such sale (reallowance of any
compensation to which you are entitled on purchases at net asset value will be
paid through our direct purchase compensation system). If payment for
the shares purchased is not received within three days after the date of
confirmation the sale may be cancelled forthwith, by us or by the respective
Funds, without any responsibility or liability on our part or on the part of the
Funds, and we and/or the respective Funds may hold you responsible for any loss,
expense, liability or damage, including loss of profit suffered by us and/or the
respective Funds resulting from your delay or failure to make payment as
aforesaid.
9.
TIMELINESS OF SUBMITTING ORDERS
You are obliged to
date and indicate the time of receipt of all orders you receive from your
customers and to transmit promptly all orders to us in time to provide for
processing at the price next determined after receipt by you, in accordance with
the Prospectuses. You are not to withhold placing with us orders
received from any customers for the purchase of shares. You shall not
purchase shares through us except for the purpose of covering purchase orders
already received by you, or for your bona fide investment.
10. REPURCHASE OF
SHARES
If
any share is repurchased by any of the Funds or is tendered thereto for
redemption within seven business days after confirmation by us of the original
purchase order from you for such security, you shall forthwith refund to us the
full compensation paid to you on the original sale.
11. PROCESSING
REDEMPTION REQUESTS
You shall not
purchase any share of any of the Funds from a record holder at a price lower
than the net asset value next determined by or for the Funds'
shares. You shall, however, be permitted to sell any shares for the
account of a shareholder of the Funds at the net asset value currently quoted by
or for the Funds' shares, and may charge a fair service fee for handling the
transaction provided you disclose the fee to the record owner.
12. PROSPECTUSES
AND MARKETING MATERIALS
We
shall furnish you without charge reasonable quantities of offering Prospectuses
(including any supplements currently in effect) current shareholder reports of
the Funds, and sales materials issued by us from time to time. In the
purchase of shares through us, you are entitled to rely only on the information
contained in the offering Prospectus(es). You may not publish any
advertisement or distribute sales literature or other written material to the
public that makes reference to us or any of the Funds (except material that we
furnished to you) without our prior written approval.
13. EFFECT OF
PROSPECTUS
This Agreement is
in all respects subject to statements regarding the sale and repurchase or
redemption of shares made in offering Prospectuses of the Funds, which shall
control and override any provision to the contrary in this
Agreement.
14. RELATIONSHIP OF
PARTIES
You shall make
available shares of the Funds only through us. In no transaction
(whether of purchase or sale) shall you have any authority to act as agent for,
partner of, or participant in a joint venture with us or with the Funds or any
other entity having either a Bank Selling Group Agreement or other Agreement
with us.
15. STATE
SECURITIES QUALIFICATION
We
act solely as agent for the Funds and are not responsible for qualifying the
Funds or their shares for sale in any jurisdiction. Upon written
request we will provide you with a list of the jurisdictions in which the Funds
or their shares are qualified for sale. We also are not responsible for the
issuance, form, validity, enforceability or value of Fund shares.
16.
REPRESENTATIONS
A.
You represent that (1) you are (a) a properly registered or licensed broker or
dealer under applicable federal and state securities laws and regulations, a
member of the National Association of Securities Dealers, Inc. (NASD), and your
membership with the NASD is not currently suspended or terminated or (b) a
"bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (or
other financial institution) and not otherwise required to register as a broker
or dealer under such Act or any state laws; (2) you are complying with and will
continue to comply with all applicable federal and state laws, rules and
regulations; and (3) to the extent you offer any Class 529 shares, you are
permitted by applicable law to offer such shares. You agree to notify
us immediately if any of the foregoing representations is no longer true to a
material extent. You also agree that, if you are a bank or other financial
institution as set forth above, you will comply with the applicable rules of the
NASD, that you will maintain adequate records with respect to your customers and
their transactions, and that such transactions will be without recourse against
you by your customers. We recognize that, in addition to applicable
provisions of state and federal securities laws, you may be subject to the
provisions of other laws governing, among other things, the conduct of
activities by federal and state-chartered and supervised financial institutions
and their affiliated organizations. Because you will be the only
entity having a direct relationship with the customer in connection with
securities purchases hereunder, you will be responsible in that relationship for
insuring compliance with all applicable federal and state laws, rules and
regulations relating to securities purchases hereunder.
B.
We represent that (a) we are acting as an underwriter within the meaning
of
the applicable
rules of the NASD and are complying with and will continue to comply with all
applicable federal and state laws, rules and regulations, (b) we are a member of
the NASD and (c) our membership with the NASD is not currently suspended or
terminated. We agree to notify you immediately if any of the
foregoing representations is no longer true to a material extent.
17.
CONFIDENTIALITY
Each party to this
Agreement agrees to maintain all information received from the other party
pursuant to this Agreement in confidence, and each party agrees not to use any
such information for any purpose, or disclose any such information to any
person, except as permitted by applicable laws, rules and
regulations. This provision shall survive the termination of this
Agreement.
18.
TERMINATION
Either of us may
cancel this Agreement at any time by written notice to the
other.
19.
NOTICES
All communications
to us should be sent to the above address. Any notice to you shall be
duly given if mailed or sent by overnight courier to you at the
address specified
by you below.
* * * * *
Execute this
Agreement in duplicate and return one of the duplicate originals to us for our
file. This Agreement (i) may be amended by notification from us and
orders received following such notification shall be deemed to be an acceptance
of any such amendment and (ii) shall be construed in accordance with the laws of
the State of California.
Very truly
yours,
American Funds
Distributors, Inc.
By
_______________________
Xxxxx X.
Xxxxxxxx
President
Accepted
__________________________
Firm
By
_______________________
Print Name
_________________
Title
_______________________
Address:
__________________________
__________________________
Date:
__________________________
Schedule
A
May 15,
2002
(supersedes
Schedule A dated January 1, 2002)
A
|
B
|
C
|
529-A
|
529-B
|
529-C
|
529-E
|
|
CATEGORY
1
|
|||||||
AMCAP
Fund
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
American
Balanced Fund
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
American
Mutual Fund
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Capital
Income Builder
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Capital World
Growth and Income Fund
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
EuroPacific
Growth Fund
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Fundamental
Investors
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Growth Fund
of America
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Income Fund
of America
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Investment
Company of America
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
New Economy
Fund
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
New
Perspective Fund
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
New World
Fund
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
SMALLCAP
World Fund
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Washington
Mutual Investors Fund
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
CATEGORY
2
|
|||||||
American
High-Income Trust
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
American
High-Income Municipal Bond Fund
|
-
|
-
|
-
|
n/a
|
n/a
|
n/a
|
n/a
|
Bond Fund of
America
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Capital World
Bond Fund
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Intermediate
Bond Fund of America
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Limited Term
Tax-Exempt Bond Fund of America
|
-
|
-
|
-
|
n/a
|
n/a
|
n/a
|
n/a
|
Tax-Exempt
Bond Fund of America
|
-
|
-
|
-
|
n/a
|
n/a
|
n/a
|
n/a
|
Tax-Exempt
Fund of California
|
-
|
-
|
-
|
n/a
|
n/a
|
n/a
|
n/a
|
Tax-Exempt
Fund of Maryland
|
-
|
-
|
-
|
n/a
|
n/a
|
n/a
|
n/a
|
Tax-Exempt
Fund of Virginia
|
-
|
-
|
-
|
n/a
|
n/a
|
n/a
|
n/a
|
U.S.
Government Securities Fund
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
CATEGORY
3
|
|||||||
Cash
Management Trust of America
|
-
|
X
|
X
|
-
|
X
|
X
|
-
|
Tax-Exempt
Money Fund of America
|
-
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
U.S. Treasury
Money Fund of America
|
-
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
R-1
|
R-2
|
R-3
|
R-4
|
R-5
|
|||
CATEGORY
1
|
|||||||
AMCAP
Fund
|
-
|
-
|
-
|
-
|
-
|
||
American
Balanced Fund
|
-
|
-
|
-
|
-
|
-
|
||
American
Mutual Fund
|
-
|
-
|
-
|
-
|
-
|
||
Capital
Income Builder
|
-
|
-
|
-
|
-
|
-
|
||
Capital World
Growth and Income Fund
|
-
|
-
|
-
|
-
|
-
|
||
EuroPacific
Growth Fund
|
-
|
-
|
-
|
-
|
-
|
||
Fundamental
Investors
|
-
|
-
|
-
|
-
|
-
|
||
Growth Fund
of America
|
-
|
-
|
-
|
-
|
-
|
||
Income Fund
of America
|
-
|
-
|
-
|
-
|
-
|
||
Investment
Company of America
|
-
|
-
|
-
|
-
|
-
|
||
New Economy
Fund
|
-
|
-
|
-
|
-
|
-
|
||
New
Perspective Fund
|
-
|
-
|
-
|
-
|
-
|
||
New World
Fund
|
-
|
-
|
-
|
-
|
-
|
||
SMALLCAP
World Fund
|
-
|
-
|
-
|
-
|
-
|
||
Washington
Mutual Investors Fund
|
-
|
-
|
-
|
-
|
-
|
||
CATEGORY
2
|
|||||||
American
High-Income Trust
|
-
|
-
|
-
|
-
|
-
|
||
American
High-Income Municipal Bond Fund
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
||
Bond Fund of
America
|
-
|
-
|
-
|
-
|
-
|
||
Capital World
Bond Fund
|
-
|
-
|
-
|
-
|
-
|
||
Intermediate
Bond Fund of America
|
-
|
-
|
-
|
-
|
-
|
||
Limited Term
Tax-Exempt Bond Fund of America
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
||
Tax-Exempt
Bond Fund of America
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
||
Tax-Exempt
Fund of California
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
||
Tax-Exempt
Fund of Maryland
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
||
Tax-Exempt
Fund of Virginia
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
||
U.S.
Government Securities Fund
|
-
|
-
|
-
|
-
|
-
|
||
CATEGORY
3
|
|||||||
Cash
Management Trust of America
|
-
|
-
|
-
|
-
|
-
|
||
Tax-Exempt
Money Fund of America
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
||
U.S. Treasury
Money Fund of America
|
-
|
-
|
-
|
-
|
-
|
NOTES AND
SYMBOLS
CLASS F AND CLASS
529-F SHARES ARE AVAILABLE PURSUANT TO A SEPARATE AGREEMENT.
- SHARE
CLASS IS AVAILABLE.
X SHARE
CLASS IS AVAILABLE FOR EXCHANGES ONLY.
n/a SHARE
CLASS IS NOT AVAILABLE.
[logo – American
Funds ®]
|
American
Funds Distributors, Inc.
|
|
000 Xxxxx
Xxxx Xxxxxx
|
|
Xxx Xxxxxxx,
Xxxxxxxxxx 00000
|
|
Telephone
800/000-0000, ext. 59
|
Institutional
selling group agreement
Ladies and
Gentlemen:
We
have entered into a principal underwriting agreement with each Fund in The
American Funds Group (Funds) under which we are appointed exclusive agent for
the sale of shares. You have indicated that you wish to act as agent
for your customers in connection with the purchase, sale and redemption of
shares of the Funds as are qualified for sale in your state. We agree
to honor your request, subject to the terms of this Selling Group Agreement
(Agreement) set forth below.
1.
|
Authorization
|
As
a member of a group of firms authorized to make shares of the Funds available to
institutional customers (Selling Group), you will make shares of the Funds
available only to retirement plans of entities that have retirement plan assets
of at least $50 million (Plans). In placing orders for the purchase
and sale of shares of the Funds, you will be acting as agent for your
customers. We shall execute transactions for each of your customers
only upon your authorization, at the regular public price currently determined
by the respective Funds in the manner described in their offering prospectuses
(Prospectuses). This Agreement on your part runs to us and to the
respective Funds and is for the benefit of and enforceable by
each. The offering Prospectuses and this Agreement set forth the
terms applicable to sales of shares of the Funds through you and all other
representations or documents are subordinate.
2.
|
Compensation
on Class A Shares
|
In
consideration of your acting as agent for your customers in connection with the
purchase and redemption of Fund shares and to compensate you for providing
certain services to your customers, we will pay you compensation as described
below, subject to your compliance with the following terms. Your eligibility to
continue receiving this compensation will be evaluated periodically, and your
failure to comply with the terms below may result in our discontinuing ongoing
payments to you. Initial qualification does not assure continued
participation, and the payment of this compensation is subject to the
limitations contained in each Fund’s Plan of Distribution and may be varied or
discontinued by us at any time.
a.
|
You agree to
cooperate as requested with programs that we provide to enhance
shareholder service. You also agree to assume an active role in providing
shareholder services such as processing purchase and redemption
transactions, establishing shareholder accounts, and providing certain
information and assistance with respect to the
Funds.
|
b.
|
You agree to
support our marketing efforts by granting reasonable requests for visits
to your offices by our wholesalers and, to the extent applicable, by
including all Funds covered by this Agreement on your “approved”
list.
|
c.
|
You agree to
assign an individual to each Plan account on your books and to reassign
the account should that individual no longer be assigned to the
account. You agree to instruct each such individual to
regularly contact shareholders having accounts so
assigned.
|
d.
|
You agree to
pass through either directly or indirectly to the individual(s) assigned
to such accounts a share of the compensation paid to you pursuant to this
Agreement. You recognize that payments under this Agreement are
intended to compensate the individual for providing, and encourage the
individual to continue to provide, service to the account
holder.
|
e.
|
You
acknowledge that (i) all compensation is subject to the limitations
contained in each Fund’s Plan of Distribution and may be varied or
discontinued at any time, (ii) in order to receive a payment for a
particular month, the payment must amount to at least $100, and (iii) no
compensation will be paid on shares purchased under the net asset value
purchase privilege as described in the Funds’ statements of additional
information.
|
f.
|
On each new
order for Class A shares of Funds listed in Category 1 and Category 2 on
the attached Schedule A that is accepted by us, you will be paid
compensation of 0.25%. No compensation is paid on orders for
shares of Funds listed in Category 3. In addition, we will pay
you a quarterly service fee at the annual rate of 0.25% of the average
daily net asset value of Class A shares that have been invested for 12
months and are held in an account assigned to you at the end of the
quarter for which payment is made (the annual rate is 0.15% of assets for
Funds in Category 3).
|
3.
|
Retirement
Plan Share Classes (R shares) and Account Options (for retirement plans
only)
|
|
a.
|
We will pay
you ongoing compensation on a quarterly basis, at the applicable annual
rate set forth below, of the average daily net asset value of R shares of
Funds listed in Category 1, Category 2 and Category 3 on the attached
Schedule A that are held in a Plan account assigned to you at the end of
the quarter for which payment is made. The payment of this
ongoing compensation is subject to the limitations contained in each
Fund’s Plan of Distribution and may be varied or discontinued at any
time. We expect that you will maintain one account for each of
your Plan customers on the books of the
Funds.
|
R
Share Class
|
Annual
Compensation Rate
|
|
Class
R-1
|
1.00%
|
|
Class
R-2
|
0.75%
|
|
Class
R-3
|
0.50%
|
|
Class
R-4
|
0.25%
|
|
Class
R-5
|
No
compensation paid
|
|
b.
|
If you hold
Plan accounts in an omnibus account (i.e., multiple Plans in
one account on the books of the Funds), Plans that are added to the
omnibus account after May 15, 2002 may invest only in R shares, and you
must execute an Omnibus Addendum to the Selling Group Agreement, which you
can obtain by calling our Home Office Service Team at 800/421-5475,
extension 59.
|
4.
|
Order
Processing
|
Any order by you
for the purchase of shares of the respective Funds through us shall be accepted
at the time when it is received by us (or any clearinghouse agency that we may
designate from time to time), and at the offering and sale price next
determined, unless rejected by us or the respective Funds. In
addition to the right to reject any order, the Funds have reserved the right to
withhold shares from sale temporarily or permanently. We will not accept any
order from you that is placed on a conditional basis or subject to any delay or
contingency prior to execution. The procedure relating to the
handling of orders shall be subject to instructions that we shall forward from
time to time to all members of the Selling Group. The shares
purchased will be issued by the respective Funds only against receipt of the
purchase price, in collected New York or Los Angeles Clearing House
funds. If payment for the shares purchased is not received within
three days after the date of confirmation the sale may be cancelled forthwith,
by us or by the respective Funds, without any responsibility or liability on our
part or on the part of the Funds, and we and/or the respective Funds may hold
you responsible for any loss, expense, liability or damage, including loss of
profit suffered by us and/or the respective Funds, resulting from your delay or
failure to make payment as aforesaid. If this section conflicts with
provisions of any operational agreement you have with any of our affiliates,
such operational agreement shall control.
5.
|
Timeliness
of Submitting Orders
|
You are obliged to
date and indicate the time of receipt of all orders you receive from your
customers and to transmit promptly all orders to us in time to provide for
processing at the price next determined after receipt by you, in accordance with
the Prospectuses. You are not to withhold placing with us orders
received from any customers for the purchase of shares. You shall not
purchase shares through us except for the purpose of covering purchase orders
already received by you, or for your bona fide investment.
6.
|
Repurchase
of Shares
|
If
any share is repurchased by any of the Funds or is tendered thereto for
redemption within seven business days after confirmation by us of the original
purchase order from you for such security, you shall forthwith refund to us the
full compensation paid to you on the original sale.
7.
|
Processing
Redemption Requests
|
You shall not
purchase any share of any of the Funds from a record holder at a price lower
than the net asset value next determined by or for the Funds’
shares. You shall, however, be permitted to sell any shares for the
account of a shareholder of the Funds at the net asset value currently quoted by
or for the Funds’ shares, and may charge a fair service fee for handling the
transaction provided you disclose the fee to the record owner.
8.
|
Prospectuses
and Marketing Materials
|
We
shall furnish you without charge reasonable quantities of offering Prospectuses
(including any supplements currently in effect), current shareholder reports of
the Funds, and sales materials issued by us from time to time. In the
purchase of shares through us, you are entitled to rely only on the information
contained in the offering Prospectus(es). You may not publish any
advertisement or distribute sales literature or other written material to the
public that makes reference to us or any of the Funds (except material that we
furnished to you) without our prior written approval.
9.
|
Effect
of Prospectus
|
This Agreement is
in all respects subject to statements regarding the sale and repurchase or
redemption of shares made in offering Prospectuses of the Funds, which shall
control and override any provision to the contrary in this
Agreement.
10.
|
Relationship
of Parties
|
You shall make
available shares of the Funds only through us. In no transaction
(whether of purchase or sale) shall you have any authority to act as agent for,
partner of, or participant in a joint venture with us or with the Funds or any
other entity having either a Selling Group Agreement or other agreement with
us.
11.
|
State
Securities Qualification
|
We
act solely as agent for the Funds and are not responsible for qualifying the
Funds or their shares for sale in any jurisdiction. Upon written
request we will provide you with a list of the jurisdictions in which the Funds
or their shares are qualified for sale. We also are not responsible for the
issuance, form, validity, enforceability or value of Fund shares.
12.
|
Representations
|
a.
|
You represent
that you are (a) a properly registered or licensed broker or dealer under
applicable federal and state securities laws and regulations and are
complying with and will continue to comply with all applicable federal and
state laws, rules and regulations; a member of the National Association of
Securities Dealers, Inc. (NASD); and your membership with the NASD is not
currently suspended or terminated; or (b) a "bank" as defined in Section
3(a)(6) of the Securities Exchange Act of 1934 (or other financial
institution) and not otherwise required to register as a broker or dealer
under such Act or any state laws. You agree to notify us
immediately in writing if any of the foregoing representations ceases to
be true to a material extent. You also agree that, if you are a
bank or other financial institution as set forth above, you will comply
with the applicable rules of the NASD, that you will maintain adequate
records with respect to your customers and their transactions, and that
such transactions will be without recourse against you by your
customers. We recognize that, in addition to applicable
provisions of state and federal securities laws, you may be subject to the
provisions of other laws governing, among other things, the conduct of
activities by federal- and state-chartered and supervised financial
institutions and their affiliated organizations. Because you
will be the only entity having a direct relationship with the customer in
connection with securities purchases hereunder, you will be responsible in
that relationship for ensuring compliance with all applicable federal and
state laws, rules and regulations relating to securities purchases
hereunder.
|
b.
|
We represent
that (a) we are acting as an underwriter within the meaning of the
applicable rules of the NASD and are complying with and will continue to
comply with all applicable federal and state laws, rules and regulations,
(b) we are a member of the NASD and (c) our membership with the NASD is
not currently suspended or terminated. We agree to notify
you immediately in writing if any of the foregoing representations ceases
to be true to a material extent.
|
13.
|
Confidentiality
|
Each party to this
Agreement agrees to maintain all information received from the other party
pursuant to this Agreement in confidence, and each party agrees not to use any
such information for any purpose, or disclose any such information to any
person, except as permitted by applicable laws, rules and
regulations. This provision shall survive the termination of this
Agreement.
14.
|
Termination
|
Either of us may
cancel this Agreement at any time by written notice to the other.
15.
|
Notices
|
All communications
to us should be sent to the above address. Any notice to you shall be
duly given if mailed or sent by overnight courier to you at the address
specified by you below.
* * * * *
Execute this
Agreement in duplicate and return one of the duplicate originals to us for our
file. This Agreement (i) may be amended by notification from us and
orders received following such notification shall be deemed to be an acceptance
of any such amendment and (ii) shall be construed in accordance with the laws of
the State of California.
Very truly
yours,
American Funds
Distributors, Inc.
By ____________________
Xxxxx X.
Xxxxxxxx
President
Accepted
_______________________
Firm
By ____________________
Officer or
Partner
_______________________
Print
Name
_______________________
Title
Address:
_______________________
_______________________
Date:
_______________________
Schedule
A
January 15,
2001
(supersedes
Schedule A dated May 3, 1999)
Category
1
|
Category
2
|
AMCAP
Fund
|
American
High-Income Trust
|
American
Balanced Fund
|
Bond Fund of
America
|
American
Mutual Fund
|
Capital World
Bond Fund
|
Capital
Income Builder
|
Intermediate
Bond Fund of America
|
Capital World
Growth and Income Fund
|
U.S.
Government Securities Fund
|
EuroPacific
Growth Fund
|
|
Fundamental
Investors
|
|
Growth Fund
of America
|
Category
3
|
Income Fund
of America
|
|
Investment
Company of America
|
Cash
Management Trust of America
|
New Economy
Fund
|
U.S. Treasury
Money Fund of America
|
New
Perspective Fund
|
|
New World
Fund
|
|
SMALLCAP
World Fund
|
|
Washington
Mutual Investors Fund
|
[logo –
American FundsSM]
|
|
American
Funds Distributors, Inc.
|
000 Xxxxx Xxxx
Xxxxxx
Xxx Xxxxxxx,
Xxxxxxxxxx 00000
Telephone
800/000-0000, ext. 4
October
2006
To
Our Dealer Friends,
As
you may know, shares of our newest fund in the American Funds family, Short-Term
Bond Fund of America, will be available for sale to the public beginning
November 1, 2006. Short-Term Bond Fund of America is designed to provide current
income and capital preservation by investing in high-quality short-term bonds.
The purpose of this notice is to amend your institutional selling group
agreement (the “Agreement”) with American Funds Distributors to reflect
this new fund.
In
consideration of the foregoing, the schedule of Funds in the Agreement is
amended in its entirety as follows effective November 1, 2006:
Schedule
A
November 1,
2006
(supersedes all
previous versions of Schedule A)
Category
1
AMCAP
Fund
American
Balanced Fund
American
Mutual Fund
Capital
Income Builder
Capital World
Growth and Income Fund
EuroPacific
Growth Fund
Fundamental
Investors
The Growth
Fund of America
The Income
Fund of America
The
Investment Company of America
The New
Economy Fund
New
Perspective Fund
New World
Fund
SMALLCAP
World Fund
Washington
Mutual Investors Fund
|
Category
2
American
High-Income Trust
The Bond Fund
of America
Capital World
Bond Fund
Intermediate
Bond Fund of America
Short-Term
Bond Fund of America
U.S.
Government Securities Fund
Category
3
The Cash
Management Trust of America
U.S. Treasury
Money Fund of America
|
* * * * *
The Agreement
remains unchanged in all other respects. Any order for Fund shares received by
us beginning November 1, 2006 shall be deemed an acceptance of this amendment to
your Agreement.
Very truly
yours,
Xxxxx X.
Xxxxxxxx
[logo – American Funds ®]
American
Funds Distributors, Inc.
000 Xxxxx Xxxx
Xxxxxx
Xxx Xxxxxxx,
Xxxxxxxxxx 00000
Telephone
800/000-0000, ext. 4
January
2007
To
Our Dealer Friends,
As
you may know, American Funds recently announced plans to introduce a series of
target date funds of funds designed for investment by employer-sponsored
retirement plans and individual retirement accounts. Shares of the American
Funds Target Date Retirement Series will be available for sale to the public
beginning February 1, 2007. The series will initially consist of nine funds
corresponding to approximate retirement dates between 2010 and 2050, in five-
year increments.
Each of the new
funds in the American Funds Target Date Retirement Series will invest in a
combination of mutual funds offered by the American Funds. The mix of
investments for each fund in the series will change over time. For example, as
each fund approaches and passes its retirement goal, it will emphasize more
conservative investment objectives, such as capital preservation and current
income. The purpose of this notice is to amend your institutional selling group
agreement (the “Agreement”) with American Funds Distributors to reflect
the addition of the American Funds Target Date Retirement Series. This notice
also authorizes you to offer any funds that may be added to the series in the
future.
In
consideration of the foregoing, the schedule of Funds in the Agreement is
amended in its entirety as follows effective February 1, 2007:
Schedule
A
February 1,
2007
(supersedes all
previous versions of Schedule A)
Category
1
AMCAP
Fund
American
Balanced Fund
American
Funds Target Date Retirement Series
American
Mutual Fund
Capital
Income Builder
Capital World
Growth and Income Fund
EuroPacific
Growth Fund
Fundamental
Investors
The Growth
Fund of America
The Income
Fund of America
The
Investment Company of America
The New
Economy Fund
New
Perspective Fund
New World
Fund
SMALLCAP
World Fund
Washington
Mutual Investors Fund
|
Category
2
American
High-Income Trust
The Bond Fund
of America
Capital World
Bond Fund
Intermediate
Bond Fund of America
Short-Term
Bond Fund of America
U.S.
Government Securities Fund
Category
3
The Cash
Management Trust of America
U.S. Treasury
Money Fund of America
|
* * * * *
The Agreement
remains unchanged in all other respects. Any order for Fund shares received by
us beginning February 1, 2007 shall be deemed an acceptance of this amendment to
your Agreement.
Very truly
yours,
/s/ Xxxxx X.
Xxxxxxxx
Xxxxx X.
Xxxxxxxx
President
[logo –
American Funds®]
|
|
American
Funds Distributors, Inc.
|
000 Xxxxx Xxxx
Xxxxxx
Xxx Xxxxxxx,
Xxxxxxxxxx 00000
Telephone
800/000-0000, ext. 4
August
2008
To
Our Dealer Friends,
As
you may know, shares of our newest fund in the American Funds family,
International Growth and Income Fund, will be available for sale to the public
beginning October 1, 2008. International Growth and Income Fund will
invest its assets primarily in equity securities of larger well-established
companies outside the United States. The purpose of this notice is to
amend your institutional
selling group agreement (the “Agreement”) with American Funds
Distributors, Inc. to reflect this new fund.
In
consideration of the foregoing, the schedule of Funds in the Agreement is
amended in its entirety as follows effective October 1, 2008:
Schedule
A
October 1,
2008
(supersedes all
previous versions of Schedule A)
Category
1
AMCAP
Fund
American
Balanced Fund
American
Mutual Fund
Capital
Income Builder
Capital World
Growth and Income Fund
EuroPacific
Growth Fund
Fundamental
Investors
The Growth
Fund of America
The Income
Fund of America
The
Investment Company of America
International
Growth and Income Fund
The New
Economy Fund
New
Perspective Fund
New World
Fund
SMALLCAP
World Fund
Washington
Mutual Investors Fund
|
Category
2
American
High-Income Trust
The Bond Fund
of America
Capital World
Bond Fund
Intermediate
Bond Fund of America
Short-Term
Bond Fund of America
U.S.
Government Securities Fund
Category
3
The Cash
Management Trust of America
U.S. Treasury
Money Fund of America
|
* * * * *
The Agreement
remains unchanged in all other respects. Any order for Fund shares received by
us beginning October 1, 2008 shall be deemed an acceptance of this amendment to
your Agreement.
Very truly
yours,
Xxxxx X.
Xxxxxxxx
President
[logo
– American Funds ®]
|
|
American
Funds Distributors, Inc.
|
|
000 Xxxxx
Xxxx Xxxxxx
|
Xxx Xxxxxxx,
Xxxxxxxxxx 00000
Telephone
800/000-0000, ext. 59
CLASS
F SHARE PARTICIPATION AGREEMENT
Ladies and
Gentlemen:
We have entered into a principal underwriting
agreement with each Fund in The American Funds Group (Funds) under which we are
appointed exclusive agent for the sale of Class F shares (Shares) of the Funds.
You have represented that you maintain a fee-based program(s) or you place
trades for your representatives, your affiliates, or third-party broker-dealers
that maintain fee-based programs (Program or Programs) under which your or their
clients (Clients) may purchase shares of participating open-end investment
companies at net asset value. We are willing to make available to you
Shares of the Funds as are qualified for sale in your state for purchase by
Clients through the Program(s) identified on Schedule A, subject to the terms
and conditions below and the Fund Prospectuses.
1.
|
Authorization to
Sell
|
You may offer to Clients that are participating
in the Program Shares of the Funds only at the regular public price currently
determined by the respective Funds in the manner described in their offering
Prospectuses. The offering Prospectuses and this Agreement set forth the terms
applicable to your making Fund Shares available to your clients and all other
representations or documents are subordinate. If you offer Class A shares of the
Funds on a load-waived basis pursuant to an Addendum to your American Funds
Selling Group Agreement, that Addendum is terminated as to any new accounts
effective March 15, 2001. However, you may continue to offer Class A
shares of the Funds on a load-waived basis to accounts existing on March 15,
2001.
2.
|
Compensation for Sales
of Fund Shares
|
In
consideration of your making Shares of the Funds available through the Program,
we will pay you compensation on a quarterly basis at the annual rate of 0.25% of
the average daily net asset value of Shares of Funds listed on Schedule A that
are held in an account assigned to you. The payment of this
compensation is subject to the limitations contained in each Fund’s Plan of
Distribution and may be varied or discontinued at any time.
You agree that if
you are assigned to an account holding Class F shares of the Funds that were
converted from Class C shares of the Funds and those Class F shares are held
outside of a Program, you will pass through a portion of the fee paid under this
section to the financial adviser associated with the account.
3.
|
Compensation for
Administrative Services
|
You may be eligible
to receive compensation for providing certain administrative services in respect
of Shares of the Funds if you meet the requirements of and enter into a Class F
Share Administrative Services Agreement with Capital Research and Management
Company.
4.
|
Order
Processing
|
Any order by you for the purchase of Shares of
the respective Funds through us shall be accepted at the time when it is
received by us (or any clearinghouse agency that we may designate from time to
time), and at the offering and sale price next determined, unless rejected by us
or the respective Funds. In addition to the right to reject any
order, the Funds have reserved the right to withhold shares from sale
temporarily or permanently. We will not accept any order from you that is placed
on a conditional basis or subject to any delay or contingency prior to
execution. The Shares purchased will be issued by the respective Funds only
against receipt of the purchase price, in collected New York or Los Angeles
Clearing House funds. If payment for the Shares purchased is not
received within three days after the date of confirmation the sale may be
cancelled, by us or by the respective Funds, without any responsibility or
liability on our part or on the part of the Funds. In such event, we
and/or the respective Funds may hold you responsible for any loss, expense,
liability or damage, including loss of profit suffered by us and/or the
respective Funds resulting from your delay or failure to make payment as
aforesaid.
You shall place
orders for the purchase and redemption of Shares as described in the Class F
Shares Administrative Services Agreement with Capital Research and Management
Company.
5.
|
Timeliness of
Submitting Orders
|
You are obliged to date and indicate the time
of receipt of all orders you receive from your clients and to transmit promptly
all orders to us in time to provide for processing at the price next determined
after receipt by you, in accordance with the Prospectuses. You are
not to withhold placing with us orders received from any customers for the
purchase of Shares. You shall not purchase Shares through us except
for the purpose of covering purchase orders already received by you, or for your
bona fide investment.
6.
|
Processing Redemption
Requests
|
You shall not purchase any Share of any of the
Funds from a record holder at a price lower than the net asset value next
determined by or for the Funds’ Shares.
7.
|
Prospectuses and
Marketing Materials
|
We shall furnish you without charge reasonable
quantities of offering Prospectuses, with any supplements currently in effect,
and copies of current shareholder reports of the Funds, and sales materials
issued by us from time-to-time. In the purchase of Shares through us,
you are entitled to rely only on the information contained in the offering
Prospectus(es). You may not publish any advertisement or distribute
sales literature or other written material to the public that makes reference to
us or any of the Funds (except material that we furnished to you) without our
prior written approval.
8.
|
Effect of
Prospectus
|
This Agreement is
in all respects subject to statements regarding the sale and repurchase or
redemption of Shares made in offering Prospectuses of the Funds, and to the
applicable Rules of the NASD, which shall control and override any provision to
the contrary in this Agreement.
9.
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Relationship of
Parties
|
You shall make available Shares of the Funds
only through us. In no transaction (whether of purchase or sale)
shall you have any authority to act as agent for, partner of, or participant in
a joint venture with us or with the Funds or any other entity having an
Agreement with us.
10.
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State Securities
Qualification
|
We act solely as agent for the Funds and are
not responsible for qualifying the Funds or their Shares for sale in any
jurisdiction. Upon written request we will provide you with a list of
the jurisdictions in which the Funds or their Shares are qualified for sale. We
also are not responsible for the issuance, form, validity, enforceability or
value of Fund Shares.
11.
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Representations
|
You represent that you are (a)(i) a properly
registered or licensed broker or dealer under applicable federal and state
securities laws and regulations, (ii) a member of the NASD, and (iii) not
currently under an order suspending or terminating your membership with the
NASD, or (b) an entity that is affiliated with an NASD-registered broker-dealer
firm. You agree to notify us immediately if any of the foregoing representations
is no longer true. (The provisions of this section do not apply to a broker or
dealer located in a foreign country and doing business outside the jurisdiction
of the United States.)
12.
|
Termination
|
Either of us may cancel this Agreement at any
time by written notice to the other.
13.
|
Notices
|
All communications
to us should be sent to the above address. Any notice to you shall be
duly given if mailed or sent by overnight courier to you at the address
specified by you below.
Execute this
Agreement in duplicate and return one of the duplicate originals to us for our
file. This Agreement (i) may be amended by notification from us and
orders received following such notification shall be deemed to be an acceptance
of any such amendment and (ii) shall be construed in accordance with the laws of
the State of California.
Very truly
yours,
|
|
Accepted:
|
|
AMERICAN FUNDS DISTRIBUTORS,
INC.
|
|
By:
|
|
Firm
|
|
By:
|
By:
|
Officer or
Partner
|
Xxxxx X.
Xxxxxxxx
|
President
|
|
Address:
|
|
Date:
|
American
Funds Distributors, Inc.
000 Xxxxx Xxxx
Xxxxxx
Xxx Xxxxxxx,
Xxxxxxxxxx 00000
Telephone
800/000-0000, ext. 4
July
2008
Ladies and
Gentlemen,
As
you may know, American Funds recently announced plans to introduce a new share
class to complement our Class F shares. Class F-2 shares will be
available for sale to the public beginning August 1, 2008. The
purpose of this notice is to amend your Class F Share Participation Agreement
(the “Agreement”) with American Funds Distributors Inc. to incorporate this new
share class.
As
compared to the current Class F shares, Class F-2 shares will not carry a 12b-1
fee; however, they will carry an administrative services fee payable pursuant to
a separate agreement with Capital Research and Management Company. In
connection with the offering of this new share class, Class F shares will be
renamed Class F-1 shares.
Therefore, in
consideration of the foregoing, the Agreement is amended as follows effective
August 1, 2008:
1.
|
All
references to "Class F shares" or "Shares" shall refer to both
Class F-1 shares and Class F-2 shares, unless otherwise
provided.
|
2. Section
2 Paragraph 1 is amended as follows:
In
consideration of your making Class F-1 shares of the Funds available through the
Program, we will pay you compensation on a quarterly basis at the annual rate of
0.25% of the average daily net asset value of Class F-1 shares of Funds listed
on Schedule A that are held in an account assigned to you. The
payment of this compensation is subject to the limitations contained in each
Fund’s Plan of Distribution and may be varied or discontinued at any
time. No compensation shall be paid under this Agreement on Class F-2
shares of the Funds.
* * * * *
This agreement
remains unchanged in all other respects. Any order for Fund shares
received by us following this notice shall be deemed an acceptance of this
amendment to your Agreement.
Very truly
yours,
Xxxxx X.
Xxxxxxxx
Bank/Trust Company
Participation Agreement
For Class F
Shares
Ladies and
Gentlemen:
We
have entered into a principal underwriting agreement with each Fund in The
American Funds Group (Funds) under which we are appointed exclusive agent for
the sale of Class F shares (Shares) of the Funds. You have
represented that you maintain fee-based program(s) (Program) under which you and
your clients (Clients) may purchase shares of participating open-end investment
companies at net asset value and you charge those Clients an asset-based fee or
other fees tied to the value of their holdings. You have indicated
that you wish to act as agent for your customers in connection with the purchase
and redemption of Shares of the Funds as are qualified for sale in your state
for purchase by Clients through the Program(s), subject to the terms set forth
below and in the Fund Prospectuses.
1. Authorization
a.
|
You may offer
to non-retirement plan Clients that are participating in the Program Class
F shares of the Funds only at the regular public price currently
determined by the respective Funds in the manner described in their
offering Prospectuses. The offering Prospectuses and this
Agreement set forth the terms applicable to sales of shares of the Funds
through you and all other representations or documents are
subordinate. In placing orders for the purchase and sale of
shares of the Funds, you will be acting as agent for your
customers. We shall execute transactions for each of your
customers only upon your authorization. If you will be making
the Funds available to retirement plan Clients, you may not use the Class
F shares, but rather only the Class R shares may be used. The
terms of your American Funds Bank/Trust Company Selling Group Agreement
will control that arrangement.
|
b.
|
If your firm
is providing trading and custodial services to other banks and the Client
purchasing Shares is a client of another bank, you may not facilitate
those transactions unless you (i) disclose the identity of the underlying
bank representing that client, and (ii) have verified with us that the
introducing bank has executed an agreement with us. You shall
also disclose the identity of any introducing intermediary (for example,
broker, consultant, or registered investment adviser) involved in any
transaction that you facilitate. The required disclosures shall
be made in such format as we mutually
agree.
|
2. Compensation
for Sales of Fund Shares
In
consideration of your making Shares of the Funds available through the Program,
we will pay you compensation from the Funds’ 12b-1 Plans on a quarterly basis at
the annual rate of 0.25% of the average daily net asset value of Shares of Funds
listed on Schedule A that are held in an account assigned to you. The
payment of this compensation is subject to the limitations contained in each
Fund’s Plan of Distribution and may be varied or discontinued at any
time. You represent that you have received a legal opinion that your
receipt of 12b-1 distribution fees will not violate any applicable federal or
state laws or regulations.
3. Compensation
for Administrative Services
You may be eligible
to receive compensation for providing certain administrative services in respect
of Shares of the Funds if you meet the requirements of and enter into a Class F
Share Administrative Services Agreement with Capital Research and Management
Company.
4. Order
Processing
Any order by you
for the purchase of shares of the respective Funds through us shall be accepted
at the time when it is received by us (or any clearinghouse agency that we may
designate from time to time), and at the offering and sale price next
determined, unless rejected by us or the respective Funds. In
addition to the right to reject any order, the Funds have reserved the right to
withhold shares from sale temporarily or permanently. We will not accept any
order from you that is placed on a conditional basis or subject to any delay or
contingency prior to execution. The procedure relating to the
handling of orders shall be subject to the rules of the National Securities
Clearing Corporation (NSCC) and any instructions that we shall forward from time
to time to all members of the Selling Group. The shares purchased
will be issued by the respective Funds only against receipt of the purchase
price, in collected New York or Los Angeles Clearing House funds subject to
deduction of all compensation on such sale (reallowance of any compensation to
which you are entitled on purchases at net asset value will be paid through our
direct purchase compensation system). If payment for the shares
purchased is not received within the time limits set forth by the NSCC, the sale
may be cancelled forthwith, by us or by the respective Funds, without any
responsibility or liability on our part or on the part of the Funds, and we
and/or the respective Funds may hold you responsible for any loss, expense,
liability or damage, including loss of profit suffered by us and/or the
respective Funds resulting from your delay or failure to make payment as
aforesaid.
5. Timeliness
of Submitting Orders
You are obliged to
date and indicate the time of receipt of all orders you receive from your
customers and to transmit promptly
all orders to us in
time to provide for processing at the price next determined after receipt by
you, in accordance with the Prospectuses. You are not to withhold
placing with us orders received from any customers for the purchase of
shares. You
shall not purchase
shares through us except for the purpose of covering purchase orders already
received by you, or for your
bona fide
investment.
6. Repurchase
of Shares
If
any share is repurchased by any of the Funds or is tendered thereto for
redemption within seven business days after confirmation by us of the original
purchase order from you for such security, you shall forthwith refund to us the
full compensation paid to you on the original sale.
7. Processing
Redemption Requests
You shall not
purchase any share of any of the Funds from a record holder at a price lower
than the net asset value next determined by or for the Funds’
shares. You shall, however, be permitted to sell any shares for the
account of a shareholder of the Funds at the net asset value currently quoted by
or for the Funds’ shares, and may charge a fair service fee for handling the
transaction provided you disclose the fee to the record owner.
8. Prospectuses
and Marketing Materials
We
shall furnish you without charge reasonable quantities of offering Prospectuses
(including any supplements currently in effect) current shareholder reports of
the Funds, and sales materials issued by us from time to time. In the
purchase of shares through us, you are entitled to rely only on the information
contained in the offering Prospectus(es). You may not publish any
advertisement or distribute sales literature or other written material to the
public that makes reference to us or any of the Funds (except material that we
furnished to you) without our prior written approval.
9. Effect
of Prospectus
This Agreement is
in all respects subject to statements regarding the sale and repurchase or
redemption of shares made in offering Prospectuses of the Funds, which shall
control and override any provision to the contrary in this
Agreement. Notwithstanding any contrary provision in this Agreement,
you shall comply with the terms of the Prospectuses of the Funds.
10. Relationship
of Parties
You shall make
available shares of the Funds only through us. In no transaction
(whether of purchase or sale) shall you have any authority to act as agent for,
partner of, or participant in a joint venture with us or with the Funds or any
other entity having either a Bank Selling Group Agreement or other Agreement
with us.
11. State
Securities Qualification
We
act solely as agent for the Funds and are not responsible for qualifying the
Funds or their shares for sale in any jurisdiction. Upon written
request we will provide you with a list of the jurisdictions in which the Funds
or their shares are qualified for sale. We also are not responsible for the
issuance, form, validity, enforceability or value of Fund shares.
12.
Representations
You represent that
(1) you are (a) a properly registered or licensed broker or dealer under
applicable federal and state securities laws and regulations, a member of the
National Association of Securities Dealers, Inc. (NASD), and your membership
with the NASD is not currently suspended or terminated or (b) a "bank" as
defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (or other
financial institution) and not otherwise required to register as a broker or
dealer under such Act or any state laws; and (2) to the extent you offer any
Class 529 shares, you are permitted by applicable law to offer such
shares. You agree to notify us immediately in writing if this
representation ceases to be true. You also agree that, if you are a
bank or other financial institution as set forth above, you will comply with the
applicable rules of the NASD, that you will maintain adequate records with
respect to your customers and their transactions, and that such transactions
will be without recourse against you by your customers. We recognize
that, in addition to applicable provisions of state and federal securities laws,
you may be subject to the provisions of other laws governing, among other
things, the conduct of activities by federal and state-chartered and supervised
financial institutions and their affiliated organizations. Because
you will be the only entity having a direct relationship with the customer in
connection with securities purchases hereunder, you will be responsible in that
relationship for insuring compliance with all applicable federal and state laws
and regulations relating to securities purchases hereunder.
13. Confidentiality
Each party to this
Agreement agrees to maintain all information received from the other party
pursuant to this Agreement in confidence, and each party agrees not to use any
such information for any purpose, or disclose any such information to any
person, except as permitted by applicable laws, rules and
regulations. This provision shall survive the termination of this
Agreement.
14. Termination
Either of us may
cancel this Agreement at any time by written notice to the other.
15. Notices
All communications
to us should be sent to the above address. Any notice to you shall be
duly given if mailed or sent by overnight courier to you at the address
specified by you below.
* * * * *
Execute this
Agreement in duplicate and return one of the duplicate originals to us for our
file. This Agreement (i) may be amended by notification from us and
orders received following such notification shall be deemed to be an acceptance
of any such amendment and (ii) shall be construed in accordance with the laws of
the State of California.
Very truly
yours,
American Funds
Distributors, Inc.
By ____________________
Xxxxx X.
Xxxxxxxx
President
Accepted
________________________
Firm
By ____________________
Officer or
Partner
Address:
_______________________
_______________________
Date:
_______________________
American Funds
American
Funds Distributors, Inc.
000 Xxxxx Xxxx
Xxxxxx
Xxx Xxxxxxx,
Xxxxxxxxxx 00000
Telephone
800/000-0000, ext. 4
July
2008
Ladies and
Gentlemen,
As
you may know, American Funds recently announced plans to introduce a new share
class to complement our Class F shares. Class F-2 shares will be
available for sale to the public beginning August 1, 2008. The
purpose of this notice is to amend your Bank/Trust Company Participation
Agreement for Class F Shares (the “Agreement”) with American Funds Distributors
Inc. to incorporate this new share class.
As
compared to the current Class F shares, Class F-2 shares will not carry a 12b-1
fee; however, they will carry an administrative services fee payable pursuant to
a separate agreement with Capital Research and Management Company. In
connection with the offering of this new share class, Class F shares will be
renamed Class F-1 shares.
Therefore, in
consideration of the foregoing, the Agreement is amended as follows effective
August 1, 2008:
1.
|
All
references to "Class F shares" or "Shares" shall refer to both
Class F-1 shares and Class F-2 shares, unless otherwise
provided.
|
2. Section
2 is amended as follows:
In
consideration of your making Class F-1 shares of the Funds available through the
Program, we will pay you compensation from the Funds’ 12b-1 Plans on a quarterly
basis at the annual rate of 0.25% of the average daily net asset value of Class
F-1 shares of Funds listed on Schedule A that are held in an account assigned to
you. The payment of this compensation is subject to the limitations
contained in each Fund’s Plan of Distribution and may be varied or discontinued
at any time. You represent that you have received a legal opinion
that your receipt of 12b-1 distribution fees will not violate any applicable
federal or state laws or regulations. No compensation shall be paid
under this Agreement on Class F-2 shares of the Funds.
* * * * *
This agreement
remains unchanged in all other respects. Any order for Fund shares
received by us following this notice shall be deemed an acceptance of this
amendment to your Agreement.
Very truly
yours,
Xxxxx X.
Xxxxxxxx