Name of Fund] AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
[Name
of
Fund]
AMENDED
AND
RESTATED PRINCIPAL UNDERWRITING AGREEMENT
THIS
PRINCIPAL
UNDERWRITING AGREEMENT, is between [name of fund], a [state] [corporation
or
business trust] (the "Fund"), and AMERICAN FUNDS DISTRIBUTORS, INC., a
California corporation (the "Distributor").
W
I T N E S S E T
H:
WHEREAS,
the Fund
is registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end diversified investment company which offers fourteen
classes of shares of [common stock][beneficial interest], designated as Class
A
shares, Class B shares, Class C shares, Class F shares, Class 529-A shares,
Class 529-B shares, Class 529-C shares, Class 529-E shares, Class 529-F shares,
Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares, and
Class R-5 shares, and it is a part of the business of the Fund, and
affirmatively in the interest of the Fund, to offer shares of the Fund either
from time to time or continuously as determined by the Fund's officers subject
to authorization by its Board of Directors; and
WHEREAS,
the
Distributor is engaged in the business of promoting the distribution of shares
of investment companies through securities
broker-dealers;
and
WHEREAS,
the Fund
and the Distributor wish to enter into an agreement with each other to promote
the distribution of the shares of the Fund and of all series or classes of
the
Fund which may be established in the future;
NOW,
THEREFORE, the
parties agree as follows:
1.
(a) The
Distributor shall be the exclusive principal underwriter for the sale of
the
shares of the Fund and of each series or class of the Fund which may be
established in the future, except as otherwise provided pursuant to the
following subsection (b). The terms "shares of Fund" or "shares" as used
herein
shall mean shares of common stock of the Fund and each series or class which
may
be established in the future and become covered by this Agreement in accordance
with Section 30 of this Agreement.
(b)
The Fund may,
upon 60 days' written notice to the Distributor, from time to time designate
other principal underwriters of its shares with respect to areas other than
the
North American continent, Hawaii, Puerto Rico, and such countries or other
jurisdictions as to which the Fund may have expressly waived in writing its
right to make such designation. In the event of such designation, the right
of
the Distributor under this Agreement to sell shares in the areas so designated
shall terminate, but this Agreement shall remain otherwise in full force
and
effect until terminated in accordance with the other provisions
hereof.
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 a principal underwriter for the sale of shares. The Distributor shall
maintain a sales organization suited to the sale of shares of the Fund and
shall
use its best efforts to effect such sales in jurisdictions as to which the
Fund
shall have expressly waived in writing its right to designate another principal
underwriter pursuant to subsection 1(b) hereof, and shall effect and maintain
appropriate qualification to do so in all those jurisdictions in which it
sells
or offers shares for sale and in which qualification is required.
5.
Within the
United States of America, all dealers to whom the Distributor shall offer
and
sell shares must be duly licensed and qualified to sell shares of the Fund.
Shares sold to dealers shall be for resale by such dealers only at the public
offering price set forth in the current Prospectus of the Fund's Registration
Statement in effect under the Securities Act of 1933, as amended ("Prospectus").
The Distributor shall not, without the consent of the Fund, sell or offer
for
sale any shares of a series or class issued by the Fund other than as principal
underwriter pursuant to this Agreement.
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
25
hereof.
9.
The Fund or its
transfer agent shall be promptly advised of all orders received, and shall
cause
shares to be issued upon payment therefor in New York or Los Angeles Clearing
House Funds.
10.
The Distributor
shall adopt and follow procedures as approved by the officers of the Fund
for
the confirmation of sales to dealers, the collection of amounts payable by
dealers on such sales, and the cancellation of unsettled transactions, as
may be
necessary to comply with the requirements of the Securities and Exchange
Commission or the National Association of Securities Dealers, Inc. ("NASD"),
as
such requirements may from time to time exist.
11.
The
Distributor, as a principal underwriter under this Agreement for Class A
shares,
shall receive (i) that part of the sales charge which is retained by the
Distributor after allowance of discounts to dealers, unless waived by the
Distributor for certain qualified fee-based programs, as set forth in the
Prospectus of the Fund, and (ii) amounts payable to the Distributor pursuant
to
the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating
to
its Class A shares.
12.
The
Distributor, as principal underwriter under this agreement for Class B shares
shall receive (i) distribution fees as commissions for the sale of Class
B
shares and contingent deferred sales charges ("CDSC") (as defined below),
as set
forth in the Fund's Prospectus, and (ii) shareholder service fees at the
rate of
0.25% per annum of the average net asset value of Class B shares pursuant
to the
Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating
to its
Class B shares (the " Class B Plan").
(a)
In accordance
with the Class B Plan, and subject to the limit on asset-based sales charges
set
forth in NASD Conduct Rule 2830 (and any successor provision thereto), the
Fund
shall pay to the Distributor or, at the Distributor's direction, to a
third-party, monthly in arrears on or prior to the 10th business day of the
following calendar month, the Distributor's Allocable Portion (as defined
below)
of a fee (the "Distribution Fee") which shall accrue daily in an amount equal
to
the product of (A) the daily equivalent of 0.75% per annum multiplied by
(B) the
net asset value of the Class B shares of the Fund outstanding on such day.
The
Fund agrees to withhold from redemption proceeds of the Class B shares, the
Distributor's Allocable Portion of any CDSCs payable with respect to the
Class B
shares, as provided in the Fund's Prospectus, and to pay the same over to
the
Distributor or, at the Distributor's direction to a third-party, at the time
the
redemption proceeds are payable to the holder of such shares redeemed. Payment
of these CDSC amounts to the Distributor is not contingent upon the adoption
or
continuation of any Class B Plan.
(b)
For purposes of
this Agreement, the term "Allocable Portion" of Distribution Fees and CDSCs
payable with respect to Class B shares shall mean the portion of such
Distribution Fees and CDSC allocated to the Distributor in accordance with
the
Allocation Schedule attached hereto as Schedule A.
(c)
The Distributor
shall be considered to have completely earned the right to the payment of
its
Allocable Portion of the Distribution Fees and the right to payment of its
Allocable Portion of the CDSCs with respect to each "Commission Share" (as
defined in the Allocation Schedule attached hereto as Schedule A) upon the
settlement date of such Commission Share taken into account in determining
the
Distributor's Allocable Portion of Distribution Fees.
(d)
The provisions
set forth in Section 1 of the Class B Plan (in effect on the date hereof)
relating to Class B shares, together with the related
definitions
are
hereby incorporated into this Section 12 by reference with the same force
and
effect as if set forth herein in their entirety.
13.
The
Distributor, as principal underwriter under this agreement for Class C shares
shall receive (i) distribution fees as commissions for the sale of Class
C
shares and CDSCs, as set forth in the Fund's Prospectus, and (ii) shareholder
service fees at the rate of 0.25% per annum of the average net asset value
of
Class C shares pursuant to the Fund's Plan of Distribution under Rule 12b-1
under the 1940 Act relating to its Class C shares (the "Class C
Plan").
(a)
In accordance
with the Class C Plan, and subject to the limit on asset-based sales charges
set
forth in NASD Conduct Rule 2830 (and any successor provision thereto), the
Fund
shall pay to the Distributor, no more frequently than monthly in arrears
within
30 days of receipt of an invoice for payment, the Distributor's Allocable
Portion (as defined below) of a fee (the "Distribution Fee") which shall
accrue
daily in an amount equal to the daily equivalent of 0.75% per annum of the
net
asset value of the Class C shares outstanding on such day. The Fund agrees
to
withhold from redemption proceeds of the Class C shares, the Distributor's
Allocable Portion of any CDSCs payable with respect to the Class C shares,
as
provided in the Fund's Prospectus and to pay the same over to the Distributor,
or, at the Distributor's direction to a third party, at the time the redemption
proceeds are payable to the holder of such shares redeemed. Payment of these
CDSC amounts to the Distributor is not contingent upon the adoption or
continuation of any Class C Plan.
(b)
For purposes of
this Agreement, the term "Allocable Portion" of Distribution Fees and CDSCs
payable with respect to Class C shares shall mean the portion of such
Distribution Fees and CDSC allocated to the Distributor in accordance with
the
Allocation Schedule attached hereto as Schedule B.
(c)
The Distributor
shall be considered to have completely earned the right to the payment of
its
Allocable Portion of the Distribution Fees and the right to payment of its
Allocable Portion of the CDSCs with respect to each "Commission Share" (as
defined in the Allocation Schedule attached hereto as Schedule B) upon the
settlement date of such Commission Share taken into account in determining
the
Distributor's Allocable Portion of Distribution Fees.
(d)
The provisions
set forth in Section 1 of the Class C Plan (in effect on the date hereof)
relating to Class C shares, together with the related
definitions
are
hereby incorporated into this Section 13 by reference with the same force
and
effect as if set forth herein in their entirety.
14.
The
Distributor, as principal underwriter under this agreement for Class F shares,
shall receive shareholder service fees at the rate of 0.25% per annum of
the
average net asset value of Class F shares pursuant to the Fund's Plan of
Distribution under Rule 12b-1 under the 1940 Act relating to its Class F
shares
(the "Class F Plan").
15.
The
Distributor, as a principal underwriter under this Agreement for Class 529-A
shares, shall receive (i) that part of the sales charge which is retained
by the
Distributor after allowance of discounts to dealers, unless waived by the
Distributor for certain qualified fee-based programs, as set forth in the
Prospectus of the Fund, and (ii) amounts payable to the Distributor pursuant
to
the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating
to
its Class 529-A shares.
16.
The
Distributor, as principal underwriter under this agreement for Class 529-B
shares shall receive (i) distribution fees as compensation for the sale of
Class
529-B shares and CDSCs, as set forth in the Fund's Prospectus, and (ii)
shareholder service fees at the rate of 0.25% per annum of the average net
asset
value of Class 529-B shares pursuant to the Fund's Plan of Distribution under
Rule 12b-1 under the 1940 Act relating to its Class 529-B shares (the "Class
529-B Plan").
(a)
In accordance
with the Class 529-B Plan, and subject to the limit on asset-based sales
charges
set forth in NASD Conduct Rule 2830 (and any successor provision thereto),
the
Fund shall pay to the Distributor or, at the Distributor's direction, to
a
third-party, monthly in arrears on or prior to the 10th business day of the
following calendar month, the Distributor's Allocable Portion (as defined
below)
of a fee (the "Distribution Fee") which shall accrue daily in an amount equal
to
the product of (A) the daily equivalent of 0.75% per annum multiplied by
(B) the
net asset value of the Class 529-B shares of the Fund outstanding on such
day.
The Fund agrees to withhold from redemption proceeds of the Class 529-B shares,
the Distributor's Allocable Portion of any CDSCs payable with respect to
the
Class 529-B shares, as provided in the Fund's Prospectus, and to pay the
same
over to the Distributor or, at the Distributor's direction to a third party,
at
the time the redemption proceeds are payable to the holder of such shares
redeemed. Payment of these CDSC amounts to the Distributor is not contingent
upon the adoption or continuation of any Class 529-B Plan.
(b)
For purposes of
this Agreement, the term "Allocable Portion" of Distribution Fees and CDSCs
payable with respect to Class 529-B shares shall mean the portion of such
Distribution Fees and CDSC allocated to the Distributor in accordance with
the
Allocation Schedule attached hereto as Schedule C.
(c)
The Distributor
shall be considered to have completely earned the right to the payment of
its
Allocable Portion of the Distribution Fees and the right to payment of its
Allocable Portion of the CDSCs with respect to each "Commission Share" (as
defined in the Allocation Schedule attached hereto as Schedule C) upon the
settlement date of such Commission Share taken into account in determining
the
Distributor's Allocable Portion of Distribution Fees.
(d)
The provisions
set forth in Section 1 of the Class 529-B Plan (in effect on the date hereof)
relating to Class 529-B shares, together with the related definitions are
hereby
incorporated into this Section 16 by reference with the same force and effect
as
if set forth herein in their entirety.
17.
The
Distributor, as principal underwriter under this agreement for Class 529-C
shares shall receive (i) distribution fees as compensation for the sale of
Class
529-C shares and CDSCs, as set forth in the Fund's Prospectus, and (ii)
shareholder service fees at the rate of 0.25% per annum of the average net
asset
value of Class 529-C shares pursuant to the Fund's Plan of Distribution under
Rule 12b-1 under the 1940 Act relating to its Class 529-C shares (the "Class
529-C Plan").
(a)
In accordance
with the Class 529-C Plan, and subject to the limit on asset-based sales
charges
set forth in NASD Conduct Rule 2830 (and any successor provision thereto),
the
Fund shall pay to the Distributor, no more frequently than monthly in arrears
within 30 days of receipt of an invoice for payment, the Distributor's Allocable
Portion (as defined below) of a fee (the "Distribution Fee") which shall
accrue
daily in an amount equal to the product of (A) the daily equivalent of 0.75%
per
annum multiplied by (B) the net asset value of the Class 529-C shares of
the
Fund outstanding on such day. The Fund agrees to withhold from redemption
proceeds of the Class 529-C shares, the Distributor's Allocable Portion of
any
CDSCs payable with respect to the Class 529-C shares, as provided in the
Fund's
Prospectus, and to pay the same over to the Distributor or, at the Distributor's
direction to a third party, at the time the redemption proceeds are payable
to
the holder of such shares redeemed. Payment of these CDSC amounts to the
Distributor is not contingent upon the adoption or continuation of any Class
529-C Plan.
(b)
For purposes of
this Agreement, the term "Allocable Portion" of Distribution Fees and CDSCs
payable with respect to Class 529-C shares shall mean the portion of such
Distribution Fees and CDSC allocated to the Distributor in accordance with
the
Allocation Schedule attached hereto as Schedule D.
(c)
The Distributor
shall be considered to have completely earned the right to the payment of
its
Allocable Portion of the Distribution Fees and the right to payment of its
Allocable Portion of the CDSCs with respect to each "Commission Share" (as
defined in the Allocation Schedule attached hereto as Schedule D) upon the
settlement date of such Commission Share taken into account in determining
the
Distributor's Allocable Portion of Distribution Fees.
(d)
The provisions
set forth in Section 1 of the Class 529-C Plan (in effect on the date hereof)
relating to Class 529-C shares, together with the related definitions are
hereby
incorporated into this Section 17 by reference with the same force and effect
as
if set forth herein in their entirety.
18.
The
Distributor, as principal underwriter under this agreement for Class 529-E
shares shall receive (i) distribution fees at the rate of 0.25% per annum
of the
average net asset value of Class 529-E shares as compensation for the sale
of
Class 529-E shares as set forth in the Fund's Prospectus, and (ii) shareholder
service fees at the rate of 0.25% per annum of the average net asset value
of
Class 529-E shares. The payment of distribution and service fees is pursuant
to
the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating
to
its Class 529-E shares (the "Class 529-E Plan").
19.
The
Distributor, as principal underwriter under this agreement for Class 529-F
shares, shall receive shareholder service fees at the rate of 0.25% per annum
of
the average net asset value of Class 529-F shares pursuant to the Fund's
Plan of
Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529F
shares (the "Class 529-F Plan").
20.
The
Distributor, as principal underwriter under this agreement for each of the
Class
R shares shall receive (i) distribution fees as compensation for the sale
of
Class ▇-▇, ▇-▇, ▇-▇, ▇-▇ and R-5 shares (collectively, "Class R shares"),
and
(ii) shareholder service fees as set forth below. The payment of distribution
and service fees is pursuant to the Fund's various Plans of Distribution
under
Rule 12b-1 under the 1940 Act relating to each of the Class R shares (the
"Class
R Plans"). For purposes of the following chart the fee rates represent annual
fees as a percentage of average net assets of the respective share class.
Fees
shall accrue daily and be paid monthly.
|
Share
Class
|
Distribution
Fee
|
Service
Fee
|
|
Class
R-1
|
0.75%
|
0.25%
|
|
Class
R-2
|
0.50%
|
0.25%
|
|
Class
R-3
|
0.25%
|
0.25%
|
|
Class
R-4
|
0.00%
|
0.25%
|
|
Class
R-5
|
0.00%
|
0.00%
|
21.
The Fund agrees
to use its best efforts to maintain its registration as a diversified open-end
management investment company under the ▇▇▇▇ ▇▇▇.
22.
The Fund agrees
to use its best efforts to maintain an effective Prospectus under the Securities
Act of 1933, as amended, and warrants that such Prospectus will contain all
statements required by and will conform with the requirements of such Securities
Act of 1933 and the rules and regulations thereunder, and that no part of
any
such Prospectus, at the time the Registration Statement of which it is a
part
becomes effective, will contain any untrue statement of a material fact or
omit
to state a material fact required to be stated therein, or necessary to make
the
statements therein not misleading (excluding any information provided by
the
Distributor in writing for inclusion in the Prospectus). The Distributor
agrees
and warrants that it will not in the sale of shares use any Prospectus,
advertising or sales literature not approved by the Fund or its officers
nor
make any untrue statement of a material fact nor omit the stating of a material
fact necessary in order to make the statements made, in the light of the
circumstances under which they are made, not misleading. The Distributor
agrees
to indemnify and hold the Fund harmless from any and all loss, expense, damage
and liability resulting from a breach of the agreements and warranties contained
in this Section, or from the use of any sales literature, information,
statistics or other aid or device employed in connection with the sale of
shares.
23.
The expense of
each printing of each Prospectus and each revision thereof or addition thereto
deemed necessary by the Fund's officers to meet the requirements of applicable
laws shall be divided between the Fund, the Distributor and any other principal
underwriter of the shares of the Fund as follows:
(a)
the Fund shall
pay the typesetting and make-ready charges;
(b)
the printing
charges shall be prorated between the Fund, the Distributor, and any other
principal underwriter(s) in accordance with the number of copies each receives;
and
(c)
expenses
incurred in connection with the foregoing, other than to meet the requirements
of the Securities Act of 1933, as amended, or other applicable laws, shall
be
borne by the Distributor, except in the event such incremental expenses are
incurred at the request of any other principal underwriter(s), in which case
such incremental expenses shall be borne by the principal underwriter(s)
making
the request.
24.
The Fund agrees
to use its best efforts to qualify and maintain the qualification of an
appropriate number of the shares of each series or class it offers for sale
under the securities laws of such states as the Distributor and the Fund
may
approve. Any such qualification for any series or class may be withheld,
terminated or withdrawn by the Fund at any time in its discretion. The expense
of qualification and maintenance of qualification shall be borne by the Fund,
but the Distributor shall furnish such information and other material relating
to its affairs and activities as may be required by the Fund or its counsel
in
connection with such qualifications.
25.
The Fund may
withhold shares of any series or class from sale to any person or persons
or in
any jurisdiction temporarily or permanently if, in the opinion of its counsel,
such offer or sale would be contrary to law or if the Directors or the President
or any Vice President of the Fund determines that such offer or sale is not
in
the best interest of the Fund. The Fund will give prompt notice to the
Distributor of any withholding and will indemnify it against any loss suffered
by the Distributor as a result of such withholding by reason of nondelivery
of
shares of any series or class after a good faith confirmation by the Distributor
of sales thereof prior to receipt of notice of such withholding.
26.
(a) This
Agreement may be terminated at any time, without payment of any penalty,
as to
the Fund or any series on sixty (60) days' written notice by the Distributor
to
the Fund.
(b)
This Agreement
may be terminated as to the Fund or any series or class by either party upon
five (5) days' written notice to the other party in the event that the
Securities and Exchange Commission has issued an order or obtained an injunction
or other court order suspending effectiveness of the Registration
(c)
This Agreement
may be terminated as to the Fund or any series or class by the Fund upon
five
(5) days' written notice to the Distributor provided either of the following
events has occurred:
(i) the
NASD has
expelled the Distributor or suspended its membership in that organization;
or
|
(ii)
|
the
qualification, registration, license or right of the Distributor
to sell
shares of any series in a particular state has been suspended or
canceled
by the State of California or any other state in which sales of
the shares
of the Fund or such series during the most recent 12-month period
exceeded
10% of all shares of such series sold by the Distributor during
such
period.
|
(d)
This Agreement
may be terminated as to the Fund or any series or class at any time on sixty
(60) days' written notice to the Distributor without the payment of any penalty,
by vote of a majority of the Independent Directors or by vote of a majority
of
the outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of the Fund
or
such series or class.
27.
This Agreement
shall not be assignable by either party hereto and in the event of assignment
shall automatically terminate forthwith. The term "assignment" shall have
the
meaning set forth in the 1940 Act. Notwithstanding this Section, this Agreement,
with respect to the Fund's Class B and Class 529-B shares, has been approved
in
accordance with Section 30 in anticipation of the Distributor's transfer
of its
Allocable Portion of Distribution Fees and CDSCs (but not its obligations
under
this Agreement) to a third-party pursuant to a "Purchase and Sale Agreement"
in
order to raise funds to cover distribution expenditures, and such transfer
will
not cause a termination of this Agreement. If Distributor determines to transfer
its Allocable Portion of Distribution Fees and CDSCs in respect of Class
C or
Class 529-C shares to a third party, such transfer shall not cause a termination
of this Agreement.
28.
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.
29.
This Agreement
shall become effective on February 15, 2002. Unless sooner terminated in
accordance with the other provisions hereof, this Agreement shall continue
in
effect until [date, 2002], and shall continue in effect from year to year
thereafter but only so long as such continuance is specifically approved
at
least annually by (i) the vote of a majority of the Independent Directors
of the
Fund cast in person at a meeting called for the purpose of voting on such
approval, and (ii) the vote of either a majority of the entire Board of
Directors of the Fund or a majority (within the meaning of the ▇▇▇▇ ▇▇▇)
of the
outstanding voting securities of the Fund.
30.
If the Fund
shall at any time issue shares in more than one series or class, this Agreement
shall take effect with respect to such series or class of the Fund which
may be
established in the future at such time as it has been approved as to such
series
or class by vote of the Board of Directors and the Independent Directors
in
accordance with Section 27. The Agreement as approved with respect to any
series
or class shall specify the compensation payable to the Distributor pursuant
to
Sections 11 through 20, as well as any provisions which may differ from those
herein with respect to such series, subject to approval in writing by the
Distributor. This Agreement may be approved, amended, continued or renewed
with
respect to a series or class as provided herein notwithstanding such approval,
amendment, continuance or renewal has not been effected with respect to any
one
or more other series or class of the Fund.
This
Agreement
shall be construed under and shall be governed by the laws of the State of
California, and the parties hereto agree that proper venue of any action
with
respect hereto shall be Los Angeles County, California.
IN
WITNESS WHEREOF,
the parties hereto have caused this instrument to be executed in duplicate
original by their officers thereunto duly authorized, as of February 1, 2002.
AMERICAN
FUNDS
DISTRIBUTORS, INC. [NAME OF FUND]
By:____________________________
By:____________________________
▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇ [name]
President Chairman
of the
Board
By:____________________________
By:
__________________________
▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇ [name]
Secretary Secretary
SCHEDULE
A
TO
THE AMENDED AND
RESTATED PRINCIPAL UNDERWRITING AGREEMENT
ALLOCATION
SCHEDULE
The
following
relates solely to Class B shares.
The
Distributor's
Allocable Portion of Distribution Fees and CDSCs in respect of Class B shares
shall be 100% until such time as the Distributor shall cease to serve as
exclusive distributor of Class B shares; thereafter, collections that constitute
CDSCs and Distribution Fees relating to Class B shares shall be allocated
among
the Distributor and any successor distributor ("Successor Distributor") in
accordance with this Schedule.
Defined
terms used
in this Schedule and not otherwise defined herein shall have the meanings
assigned to them in the Amended and Restated Principal Underwriting Agreement
(the "Distribution Agreement"), of which this Schedule is a part. As used
herein
the following terms shall have the meanings indicated:
"Commission
Share"
means each B share issued under circumstances which would normally give rise
to
an obligation of the holder of such share to pay a CDSC upon redemption of
such
share (including, without limitation, any B share issued in connection with
a
permitted free exchange), and any such share shall continue to be a Commission
Share of the applicable Fund prior to the redemption (including a redemption
in
connection with a permitted free exchange) or conversion of such share, even
though the obligation to pay the CDSC may have expired or conditions for
waivers
thereof may exist.
"Date
of Original
Issuance" means in respect of any Commission Share, the date with reference
to
which the amount of the CDSC payable on redemption thereof, if any, is
computed.
"Free
Share" means,
in respect of a Fund, each B share of the Fund, other than a Commission Share
(including, without limitation, any B share issued in connection with the
reinvestment of dividends or capital gains).
"Inception
Date"
means in respect of a Fund, the first date on which the Fund issued
shares.
"Net
Asset Value"
means the net asset value determined as set forth in the Prospectus of each
Fund.
"Omnibus
Share"
means, in respect of a Fund, a Commission Share or Free Share sold by one
of the
selling agents maintaining shares in an omnibus account. If, subsequent to
the
Successor Distributor becoming exclusive distributor of the Class B shares,
the
Distributor reasonably determines that the transfer agent is able to track
all
Commission Shares and Free Shares sold by any of the selling agents listed
on
Exhibit I in the same manner as Commission Shares and Free Shares are currently
tracked in respect of selling agents not listed on Exhibit I, then Exhibit
I
shall be amended to delete such selling agent from Exhibit I so that Commission
Shares and Free Shares sold by such selling agent will no longer be treated
as
Omnibus Shares.
PART
I: ATTRIBUTION
OF CLASS B SHARES
Class
B shares that
are outstanding from time to time, shall be attributed to the Distributor
and
each Successor Distributor in accordance with the following rules;
(1)
Commission
Shares other than Omnibus Shares:
(a)
Commission
Shares that are not Omnibus Shares ("Non-Omnibus Commission Shares") attributed
to the Distributor shall be those Non-Omnibus Commission Shares the Date
of
Original Issuance of which occurred on or after the Inception Date of the
applicable Fund and on or prior to the date the Distributor ceased to be
exclusive distributor of Class B shares of the Fund.
(b)
Non-Omnibus
Commission Shares attributable to each Successor Distributor shall be those
Non-Omnibus Commission Shares the Date of Original Issuance of which occurs
after the date such Successor Distributor became the exclusive distributor
of
Class B shares of the Fund and on or prior to the date such Successor
Distributor ceased to be the exclusive distributor of Class B shares of the
Fund.
(c)
A Non-Omnibus
Commission Share of a Fund issued in consideration of the investment of proceeds
of the redemption of a Non-Omnibus Commission Share of another fund (the
"Redeeming Fund") in connection with a permitted free exchange, is deemed
to
have a Date of Original Issuance identical to the Date of Original Issuance
of
the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission
Share will be attributed to the Distributor or Successor Distributor based
upon
such Date of Original Issuance in accordance with rules (a) and (b)
above.
(2)
Free
Shares:
Free
Shares that
are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund outstanding
on any
date shall be attributed to the Distributor or a Successor Distributor, as
the
case may be, in the same proportion that the Non-Omnibus Commission Shares
of a
Fund outstanding on such date are attributed to each on such date; provided
that
if the Distributor and its transferees reasonably determines that the transfer
agent is able to produce monthly reports that track the Date of Original
Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be
allocated pursuant to clause 1(a), (b) and (c) above.
(3)
Omnibus
Shares:
Omnibus
Shares of a
Fund outstanding on any date shall be attributed to the Distributor or a
Successor Distributor, as the case may be, in the same proportion that the
Non-Omnibus Commission Shares of the applicable Fund outstanding on such
date
are attributed to it on such date; provided that if the Distributor reasonably
determines that the transfer agent is able to produce monthly reports that
track
the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares
shall be allocated pursuant to clause 1(a), (b) and (c) above.
PART
II: ALLOCATION
OF CDSCs
(1)
CDSCs Related
to the Redemption of Non-Omnibus Commission Shares:
CDSCs
in respect of
the redemption of Non-Omnibus Commission Shares shall be allocated to the
Distributor or a Successor Distributor depending upon whether the related
redeemed Commission Share is attributable to the Distributor or such Successor
Distributor, as the case may be, in accordance with Part I above.
(2)
CDSCs Related
to the Redemption of Omnibus Shares:
CDSCs
in respect of
the redemption of Omnibus Shares shall be allocated to the Distributor or
a
Successor Distributor in the same proportion that CDSCs related to the
redemption of Non-Omnibus Commission Shares are allocated to each thereof;
provided, that if the Distributor reasonably determines that the transfer
agent
is able to produce monthly reports which track the Date of Original Issuance
for
the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus
Shares shall be allocated among the Distributor and any Successor Distributor
depending on whether the related redeemed Omnibus Share is attributable to
the
Distributor or a Successor Distributor, as the case may be, in accordance
with
Part I above.
PART
III:
ALLOCATION OF DISTRIBUTION FEE
Assuming
that the
Distribution Fee remains constant over time so that Part IV hereof does not
become operative:
(1)
The portion of
the aggregate Distribution Fee accrued in respect of all Class B shares of
a
Fund during any calendar month allocable to the Distributor or a Successor
Distributor is determined by multiplying the total of such Distribution Fee
by
the following fraction:
(A
+
C)/2
(B
+
D)/2
where:
A=
The aggregate
Net Asset Value of all Class B shares of a Fund attributed to the Distributor
or
such Successor Distributor, as the case may be, and outstanding at the beginning
of such calendar month
B=
The aggregate
Net Asset Value of all Class B shares of a Fund at the beginning of such
calendar month
C=
The aggregate
Net Asset Value of all Class B shares of a Fund attributed to the Distributor
or
such Successor Distributor, as the case may be, and outstanding at the end
of
such calendar month
D=
The aggregate
Net Asset Value of all Class B shares of a Fund at the end of such calendar
month
(2)
If the
Distributor reasonably determines that the transfer agent is able to produce
automated monthly reports that allocate the average Net Asset Value of the
Commission Shares (or all Class B shares if available) of a Fund among the
Distributor and any Successor Distributor in a manner consistent with the
methodology detailed in Part I and Part III(1) above, the portion of the
Distribution Fee accrued in respect of all such Class B shares of a Fund
during
a particular calendar month will be allocated to the Distributor or a Successor
Distributor by multiplying the total of such Distribution Fee by the following
fraction:
(A)/(B)
where:
A=
Average Net
Asset Value of all such Class B shares of a Fund for such calendar month
attributed to the Distributor or a Successor Distributor, as the case may
be
B=
Total average
Net Asset Value of all such Class B shares of a Fund for such calendar
month
PART
IV: ADJUSTMENT
OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR'S
ALLOCABLE PORTION
The
parties to the
Distribution Agreement recognize that, if the terms of any distributor's
contract, any distribution plan, any prospectus, the Conduct Rules or any
other
applicable law change so as to disproportionately reduce, in a manner
inconsistent with the intent of this Distribution Agreement, the amount of
the
Distributor's Allocable Portion or any Successor Distributor's Allocable
Portion
had no such change occurred, the definitions of the Distributor's Allocable
Portion and/or the Successor Distributor's Allocable Portion in respect of
the
Class B shares relating to a Fund shall be adjusted by agreement among the
relevant parties; provided, however, if the Distributor, the Successor
Distributor and the Fund cannot agree within thirty (30) days after the date
of
any such change in applicable laws or in any distributor's contract,
distribution plan, prospectus or the Conduct Rules, they shall submit the
question to arbitration in accordance with the commercial arbitration rules
of
the American Arbitration Association and the decision reached by the arbitrator
shall be final and binding on each of them.
SCHEDULE
B
TO
THE AMENDED AND
RESTATED PRINCIPAL UNDERWRITING AGREEMENT
ALLOCATION
SCHEDULE
The
following
relates solely to Class C shares.
The
Distributor's
Allocable Portion of Distribution Fees and CDSCs in respect of Class C shares
shall be 100% until such time as the Distributor shall cease to serve as
exclusive distributor of Class C shares; thereafter, collections that constitute
CDSCs and Distribution Fees relating to Class C shares shall be allocated
among
the Distributor and any successor distributor ("Successor Distributor") in
accordance with this Schedule. At such time as the Distributor's Allocable
Portion of the Distribution Fees equals zero, the Successor Distributor shall
become the Distributor for purposes of this Allocation Schedule.
Defined
terms used
in this Schedule and not otherwise defined herein shall have the meanings
assigned to them in the Amended and Restated Principal Underwriting Agreement
(the "Distribution Agreement"), of which this Schedule is a part. As used
herein
the following terms shall have the meanings indicated:
"Commission
Share"
means each C share issued under circumstances which would normally give rise
to
an obligation of the holder of such share to pay a CDSC upon redemption of
such
share (including, without limitation, any C share issued in connection with
a
permitted free exchange), and any such share shall continue to be a Commission
Share of the applicable Fund prior to the redemption (including a redemption
in
connection with a permitted free exchange) or conversion of such share, even
though the obligation to pay the CDSC may have expired or conditions for
waivers
thereof may exist.
"Date
of Original
Issuance" means in respect of any Commission Share, the date with reference
to
which the amount of the CDSC payable on redemption thereof, if any, is
computed.
"Free
Share" means,
in respect of a Fund, each C share of the Fund, other than a Commission Share
(including, without limitation, any C share issued in connection with the
reinvestment of dividends or capital gains).
"Inception
Date"
means in respect of a Fund, the first date on which the Fund issued
shares.
"Net
Asset Value"
means the net asset value determined as set forth in the Prospectus of each
Fund.
"Omnibus
Share"
means, in respect of a Fund, a Commission Share or Free Share sold by one
of the
selling agents maintaining shares in an omnibus account ("Omnibus Selling
Agents"). If, subsequent to the Successor Distributor becoming exclusive
distributor of the Class C shares, the Distributor reasonably determines
that
the transfer agent is able to track all Commission Shares and Free Shares
sold
by any of the Omnibus Selling Agents in the same manner as Non-Omnibus
Commission Shares and Free Shares (defined below) are currently tracked,
then
Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission
Shares and Free Shares.
PART
I: ATTRIBUTION
OF CLASS C SHARES
Class
C shares that
are outstanding from time to time, shall be attributed to the Distributor
and
each Successor Distributor in accordance with the following rules;
(1)
Commission
Shares other than Omnibus Shares:
(a)
Commission
Shares that are not Omnibus Shares ("Non-Omnibus Commission Shares") attributed
to the Distributor shall be those Non-Omnibus Commission Shares (i) the Date
of
Original Issuance of which occurred on or after the Inception Date of the
applicable Fund and on or prior to the date the Distributor ceased to be
exclusive distributor of Class C shares of the Fund and (ii) that are subject
to
a CDSC (without regard to any conditions for waivers thereof).
(b)
Non-Omnibus
Commission Shares attributable to each Successor Distributor shall be those
Non-Omnibus Commission Shares (i) the Date of Original Issuance of which
occurs
after the date such Successor Distributor became the exclusive distributor
of
Class C shares of the Fund and on or prior to the date such Successor
Distributor ceased to be the exclusive distributor of Class C shares of the
Fund
and (ii) that are subject to a CDSC (without regard to any conditions for
waivers thereof).
(c)
A Non-Omnibus
Commission Share of a Fund issued in consideration of the investment of proceeds
of the redemption of a Non-Omnibus Commission Share of another fund (the
"Redeeming Fund") in connection with a permitted free exchange, is deemed
to
have a Date of Original Issuance identical to the Date of Original Issuance
of
the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission
Share will be attributed to the Distributor or Successor Distributor based
upon
such Date of Original Issuance in accordance with rules (a) and (b)
above.
(2)
Free
Shares:
Free
Shares that
are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund outstanding
on any
date shall be attributed to the Distributor or a Successor Distributor, as
the
case may be, in the same proportion that the Non-Omnibus Commission Shares
of a
Fund outstanding on such date are attributed to each on such date; provided
that
if the Distributor and its transferees reasonably determines that the transfer
agent is able to produce monthly reports that track the Date of Original
Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be
allocated pursuant to clause 1(a), (b) and (c) above.
(3)
Omnibus
Shares:
Omnibus
Shares of a
Fund outstanding on any date shall be attributed to the Distributor or a
Successor Distributor, as the case may be, in the same proportion that the
Non-Omnibus Commission Shares of the applicable Fund outstanding on such
date
are attributed to it on such date; provided that if the Distributor reasonably
determines that the transfer agent is able to produce monthly reports that
track
the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares
shall be allocated pursuant to clause 1(a), (b) and (c) above.
PART
II: ALLOCATION
OF CDSCs
(1)
CDSCs Related
to the Redemption of Non-Omnibus Commission Shares:
CDSCs
in respect of
the redemption of Non-Omnibus Commission Shares shall be allocated to the
Distributor or a Successor Distributor depending upon whether the related
redeemed Commission Share is attributable to the Distributor or such Successor
Distributor, as the case may be, in accordance with Part I above.
(2)
CDSCs Related
to the Redemption of Omnibus Shares:
CDSCs
in respect of
the redemption of Omnibus Shares shall be allocated to the Distributor or
a
Successor Distributor in the same proportion that CDSCs related to the
redemption of Non-Omnibus Commission Shares are allocated to each thereof;
provided, that if the Distributor reasonably determines that the transfer
agent
is able to produce monthly reports which track the Date of Original Issuance
for
the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus
Shares shall be allocated among the Distributor and any Successor Distributor
depending on whether the related redeemed Omnibus Share is attributable to
the
Distributor or a Successor Distributor, as the case may be, in accordance
with
Part I above.
PART
III:
ALLOCATION OF DISTRIBUTION FEE
Assuming
that the
Distribution Fee remains constant over time so that Part IV hereof does not
become operative:
(1)
The portion of
the aggregate Distribution Fee accrued in respect of all Class C shares of
a
Fund during any calendar month allocable to the Distributor or a Successor
Distributor is determined by multiplying the total of such Distribution Fee
by
the following fraction:
(A
+
C)/2
(B
+
D)/2
where:
A=
The aggregate
Net Asset Value of all Class C shares of a Fund attributed to the Distributor
or
such Successor Distributor, as the case may be, and outstanding at the beginning
of such calendar month
B=
The aggregate
Net Asset Value of all Class C shares of a Fund at the beginning of such
calendar month
C=
The aggregate
Net Asset Value of all Class C shares of a Fund attributed to the Distributor
or
such Successor Distributor, as the case may be, and outstanding at the end
of
such calendar month
D=
The aggregate
Net Asset Value of all Class C shares of a Fund at the end of such calendar
month
(2)
If the
Distributor reasonably determines that the transfer agent is able to produce
automated monthly reports that allocate the average Net Asset Value of the
Commission Shares (or all Class C shares if available) of a Fund among the
Distributor and any Successor Distributor in a manner consistent with the
methodology detailed in Part I and Part III(1) above, the portion of the
Distribution Fee accrued in respect of all such Class C shares of a Fund
during
a particular calendar month will be allocated to the Distributor or a Successor
Distributor by multiplying the total of such Distribution Fee by the following
fraction:
(A)/(B)
where:
A=
Average Net
Asset Value of all such Class C shares of a Fund for such calendar month
attributed to the Distributor or a Successor Distributor, as the case may
be
B=
Total average
Net Asset Value of all such Class C shares of a Fund for such calendar
month
PART
IV: ADJUSTMENT
OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR'S
ALLOCABLE PORTION
The
parties to the
Distribution Agreement recognize that, if the terms of any distributor's
contract, any distribution plan, any prospectus, the Conduct Rules or any
other
applicable law change so as to disproportionately reduce, in a manner
inconsistent with the intent of this Distribution Agreement, the amount of
the
Distributor's Allocable Portion or any Successor Distributor's Allocable
Portion
had no such change occurred, the definitions of the Distributor's Allocable
Portion and/or the Successor Distributor's Allocable Portion in respect of
the
Class C shares relating to a Fund shall be adjusted by agreement among the
relevant parties; provided, however, if the Distributor, the Successor
Distributor and the Fund cannot agree within thirty (30) days after the date
of
any such change in applicable laws or in any distributor's contract,
distribution plan, prospectus or the Conduct Rules, they shall submit the
question to arbitration in accordance with the commercial arbitration rules
of
the American Arbitration Association and the decision reached by the arbitrator
shall be final and binding on each of them.
SCHEDULE
C
TO
THE AMENDED AND
RESTATED PRINCIPAL UNDERWRITING AGREEMENT
ALLOCATION
SCHEDULE
The
following
relates solely to Class 529-B shares.
The
Distributor's
Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-B
shares shall be 100% until such time as the Distributor shall cease to serve
as
exclusive distributor of Class 529-B shares; thereafter, collections that
constitute CDSCs and Distribution Fees relating to Class 529-B shares shall
be
allocated among the Distributor and any successor distributor ("Successor
Distributor") in accordance with this Schedule.
Defined
terms used
in this Schedule and not otherwise defined herein shall have the meanings
assigned to them in the Amended and Restated Principal Underwriting Agreement
(the "Distribution Agreement"), of which this Schedule is a part. As used
herein
the following terms shall have the meanings indicated:
"Commission
Share"
means each 529-B share issued under circumstances which would normally give
rise
to an obligation of the holder of such share to pay a CDSC upon redemption
of
such share (including, without limitation, any 529-B share issued in connection
with a permitted free exchange), and any such share shall continue to be
a
Commission Share of the applicable Fund prior to the redemption (including
a
redemption in connection with a permitted free exchange) or conversion of
such
share, even though the obligation to pay the CDSC may have expired or conditions
for waivers thereof may exist.
"Date
of Original
Issuance" means in respect of any Commission Share, the date with reference
to
which the amount of the CDSC payable on redemption thereof, if any, is
computed.
"Free
Share" means,
in respect of a Fund, each 529-B share of the Fund, other than a Commission
Share (including, without limitation, any 529-B share issued in connection
with
the reinvestment of dividends or capital gains).
"Inception
Date"
means in respect of a Fund, the first date on which the Fund issued
shares.
"Net
Asset Value"
means the net asset value determined as set forth in the Prospectus of each
Fund.
"Omnibus
Share"
means, in respect of a Fund, a Commission Share or Free Share sold by one
of the
selling agents maintaining shares in an omnibus account. If, subsequent to
the
Successor Distributor becoming exclusive distributor of the Class 529-B shares,
the Distributor reasonably determines that the transfer agent is able to
track
all Commission Shares and Free Shares sold by any of the selling agents listed
on Exhibit I in the same manner as Commission Shares and Free Shares are
currently tracked in respect of selling agents not listed on Exhibit I, then
Exhibit I shall be amended to delete such selling agent from Exhibit I so
that
Commission Shares and Free Shares sold by such selling agent will no longer
be
treated as Omnibus Shares.
PART
I: ATTRIBUTION
OF CLASS 529-B SHARES
Class
529-B shares
that are outstanding from time to time, shall be attributed to the Distributor
and each Successor Distributor in accordance with the following
rules;
(1)
Commission
Shares other than Omnibus Shares:
(a)
Commission
Shares that are not Omnibus Shares ("Non-Omnibus Commission Shares") attributed
to the Distributor shall be those Non-Omnibus Commission Shares the Date
of
Original Issuance of which occurred on or after the Inception Date of the
applicable Fund and on or prior to the date the Distributor ceased to be
exclusive distributor of Class 529-B shares of the Fund.
(b)
Non-Omnibus
Commission Shares attributable to each Successor Distributor shall be those
Non-Omnibus Commission Shares the Date of Original Issuance of which occurs
after the date such Successor Distributor became the exclusive distributor
of
Class 529-B shares of the Fund and on or prior to the date such Successor
Distributor ceased to be the exclusive distributor of Class 529-B shares
of the
Fund.
(c)
A Non-Omnibus
Commission Share of a Fund issued in consideration of the investment of proceeds
of the redemption of a Non-Omnibus Commission Share of another fund (the
"Redeeming Fund") in connection with a permitted free exchange, is deemed
to
have a Date of Original Issuance identical to the Date of Original Issuance
of
the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission
Share will be attributed to the Distributor or Successor Distributor based
upon
such Date of Original Issuance in accordance with rules (a) and (b)
above.
(2)
Free
Shares:
Free
Shares that
are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund outstanding
on any
date shall be attributed to the Distributor or a Successor Distributor, as
the
case may be, in the same proportion that the Non-Omnibus Commission Shares
of a
Fund outstanding on such date are attributed to each on such date; provided
that
if the Distributor and its transferees reasonably determines that the transfer
agent is able to produce monthly reports that track the Date of Original
Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be
allocated pursuant to clause 1(a), (b) and (c) above.
(3)
Omnibus
Shares:
Omnibus
Shares of a
Fund outstanding on any date shall be attributed to the Distributor or a
Successor Distributor, as the case may be, in the same proportion that the
Non-Omnibus Commission Shares of the applicable Fund outstanding on such
date
are attributed to it on such date; provided that if the Distributor reasonably
determines that the transfer agent is able to produce monthly reports that
track
the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares
shall be allocated pursuant to clause 1(a), (b) and (c) above.
PART
II: ALLOCATION
OF CDSCs
(1)
CDSCs Related
to the Redemption of Non-Omnibus Commission Shares:
CDSCs
in respect of
the redemption of Non-Omnibus Commission Shares shall be allocated to the
Distributor or a Successor Distributor depending upon whether the related
redeemed Commission Share is attributable to the Distributor or such Successor
Distributor, as the case may be, in accordance with Part I above.
(2)
CDSCs Related
to the Redemption of Omnibus Shares:
CDSCs
in respect of
the redemption of Omnibus Shares shall be allocated to the Distributor or
a
Successor Distributor in the same proportion that CDSCs related to the
redemption of Non-Omnibus Commission Shares are allocated to each thereof;
provided, that if the Distributor reasonably determines that the transfer
agent
is able to produce monthly reports which track the Date of Original Issuance
for
the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus
Shares shall be allocated among the Distributor and any Successor Distributor
depending on whether the related redeemed Omnibus Share is attributable to
the
Distributor or a Successor Distributor, as the case may be, in accordance
with
Part I above.
PART
III:
ALLOCATION OF DISTRIBUTION FEE
Assuming
that the
Distribution Fee remains constant over time so that Part IV hereof does not
become operative:
(1)
The portion of
the aggregate Distribution Fee accrued in respect of all Class 529B shares
of a
Fund during any calendar month allocable to the Distributor or a Successor
Distributor is determined by multiplying the total of such Distribution Fee
by
the following fraction:
(A
+
C)/2
(B
+
D)/2
where:
A=
The aggregate
Net Asset Value of all Class 529-B shares of a Fund attributed to the
Distributor or such Successor Distributor, as the case may be, and outstanding
at the beginning of such calendar month
B=
The aggregate
Net Asset Value of all Class 529-B shares of a Fund at the beginning of such
calendar month
C=
The aggregate
Net Asset Value of all Class 529-B shares of a Fund attributed to the
Distributor or such Successor Distributor, as the case may be, and outstanding
at the end of such calendar month
D=
The aggregate
Net Asset Value of all Class 529-B shares of a Fund at the end of such calendar
month
(2)
If the
Distributor reasonably determines that the transfer agent is able to produce
automated monthly reports that allocate the average Net Asset Value of the
Commission Shares (or all Class 529-B shares if available) of a Fund among
the
Distributor and any Successor Distributor in a manner consistent with the
methodology detailed in Part I and Part III(1) above, the portion of the
Distribution Fee accrued in respect of all such Class 529-B shares of a Fund
during a particular calendar month will be allocated to the Distributor or
a
Successor Distributor by multiplying the total of such Distribution Fee by
the
following fraction:
(A)/(B)
where:
A=
Average Net
Asset Value of all such Class 529-B shares of a Fund for such calendar month
attributed to the Distributor or a Successor Distributor, as the case may
be
B=
Total average
Net Asset Value of all such Class 529-B shares of a Fund for such calendar
month
PART
IV: ADJUSTMENT
OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR'S
ALLOCABLE PORTION
The
parties to the
Distribution Agreement recognize that, if the terms of any distributor's
contract, any distribution plan, any prospectus, the Conduct Rules or any
other
applicable law change so as to disproportionately reduce, in a manner
inconsistent with the intent of this Distribution Agreement, the amount of
the
Distributor's Allocable Portion or any Successor Distributor's Allocable
Portion
had no such change occurred, the definitions of the Distributor's Allocable
Portion and/or the Successor Distributor's Allocable Portion in respect of
the
Class 529-B shares relating to a Fund shall be adjusted by agreement among
the
relevant parties; provided, however, if the Distributor, the Successor
Distributor and the Fund cannot agree within thirty (30) days after the date
of
any such change in applicable laws or in any distributor's contract,
distribution plan, prospectus or the Conduct Rules, they shall submit the
question to arbitration in accordance with the commercial arbitration rules
of
the American Arbitration Association and the decision reached by the arbitrator
shall be final and binding on each of them.
SCHEDULE
D
TO
THE AMENDED AND
RESTATED PRINCIPAL UNDERWRITING AGREEMENT
ALLOCATION
SCHEDULE
The
following
relates solely to Class 529-C shares.
The
Distributor's
Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-C
shares shall be 100% until such time as the Distributor shall cease to serve
as
exclusive distributor of Class 529-C shares; thereafter, collections that
constitute CDSCs and Distribution Fees relating to Class 529-C shares shall
be
allocated among the Distributor and any successor distributor ("Successor
Distributor") in accordance with this Schedule. At such time as the
Distributor's Allocable Portion of the Distribution Fees equals zero, the
Successor Distributor shall become the Distributor for purposes of this
Allocation Schedule.
Defined
terms used
in this Schedule and not otherwise defined herein shall have the meanings
assigned to them in the Amended and Restated Principal Underwriting Agreement
(the "Distribution Agreement"), of which this Schedule is a part. As used
herein
the following terms shall have the meanings indicated:
"Commission
Share"
means each 529-C share issued under circumstances which would normally give
rise
to an obligation of the holder of such share to pay a CDSC upon redemption
of
such share (including, without limitation, any 529-C share issued in connection
with a permitted free exchange), and any such share shall continue to be
a
Commission Share of the applicable Fund prior to the redemption (including
a
redemption in connection with a permitted free exchange) or conversion of
such
share, even though the obligation to pay the CDSC may have expired or conditions
for waivers thereof may exist.
"Date
of Original
Issuance" means in respect of any Commission Share, the date with reference
to
which the amount of the CDSC payable on redemption thereof, if any, is
computed.
"Free
Share" means,
in respect of a Fund, each 529-C share of the Fund, other than a Commission
Share (including, without limitation, any 529-C share issued in connection
with
the reinvestment of dividends or capital gains).
"Inception
Date"
means in respect of a Fund, the first date on which the Fund issued
shares.
"Net
Asset Value"
means the net asset value determined as set forth in the Prospectus of each
Fund.
"Omnibus
Share"
means, in respect of a Fund, a Commission Share or Free Share sold by one
of the
selling agents maintaining shares in an omnibus account ("Omnibus Selling
Agents"). If, subsequent to the Successor Distributor becoming exclusive
distributor of the Class 529-C shares, the Distributor reasonably determines
that the transfer agent is able to track all Commission Shares and Free Shares
sold by any of the Omnibus Selling Agents in the same manner as Non-Omnibus
Commission Shares and Free Shares (defined below) are currently tracked,
then
Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission
Shares and Free Shares.
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;
Class
529-C shares
that are outstanding from time to time, shall be attributed to the Distributor
and each Successor Distributor in accordance with the following
rules;
(1)
Commission
Shares other than Omnibus Shares:
(a)
Commission
Shares that are not Omnibus Shares ("Non-Omnibus Commission Shares") attributed
to the Distributor shall be those Non-Omnibus Commission Shares (i) the Date
of
Original Issuance of which occurred on or after the Inception Date of the
applicable Fund and on or prior to the date the Distributor ceased to be
exclusive distributor of Class 529-C shares of the Fund and (ii) that are
subject to a CDSC (without regard to any conditions for waivers
thereof).
(b)
Non-Omnibus
Commission Shares attributable to each Successor Distributor shall be those
Non-Omnibus Commission Shares (i) the Date of Original Issuance of which
occurs
after the date such Successor Distributor became the exclusive distributor
of
Class 529-C shares of the Fund and on or prior to the date such Successor
Distributor ceased to be the exclusive distributor of Class 529-C shares
of the
Fund and (ii) that are subject to a CDSC (without regard to any conditions
for
waivers thereof).
(c)
A Non-Omnibus
Commission Share of a Fund issued in consideration of the investment of proceeds
of the redemption of a Non-Omnibus Commission Share of another fund (the
"Redeeming Fund") in connection with a permitted free exchange, is deemed
to
have a Date of Original Issuance identical to the Date of Original Issuance
of
the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission
Share will be attributed to the Distributor or Successor Distributor based
upon
such Date of Original Issuance in accordance with rules (a) and (b)
above.
(2)
Free
Shares:
Free
Shares that
are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund outstanding
on any
date shall be attributed to the Distributor or a Successor Distributor, as
the
case may be, in the same proportion that the Non-Omnibus Commission Shares
of a
Fund outstanding on such date are attributed to each on such date; provided
that
if the Distributor and its transferees reasonably determines that the transfer
agent is able to produce monthly reports that track the Date of Original
Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be
allocated pursuant to clause 1(a), (b) and (c) above.
(3)
Omnibus
Shares:
Omnibus
Shares of a
Fund outstanding on any date shall be attributed to the Distributor or a
Successor Distributor, as the case may be, in the same proportion that the
Non-Omnibus Commission Shares of the applicable Fund outstanding on such
date
are attributed to it on such date; provided that if the Distributor reasonably
determines that the transfer agent is able to produce monthly reports that
track
the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares
shall be allocated pursuant to clause 1(a), (b) and (c) above.
PART
II: ALLOCATION
OF CDSCs
(1)
CDSCs Related
to the Redemption of Non-Omnibus Commission Shares:
CDSCs
in respect of
the redemption of Non-Omnibus Commission Shares shall be allocated to the
Distributor or a Successor Distributor depending upon whether the related
redeemed Commission Share is attributable to the Distributor or such Successor
Distributor, as the case may be, in accordance with Part I above.
(2)
CDSCs Related
to the Redemption of Omnibus Shares:
CDSCs
in respect of
the redemption of Omnibus Shares shall be allocated to the Distributor or
a
Successor Distributor in the same proportion that CDSCs related to the
redemption of Non-Omnibus Commission Shares are allocated to each thereof;
provided, that if the Distributor reasonably determines that the transfer
agent
is able to produce monthly reports which track the Date of Original Issuance
for
the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus
Shares shall be allocated among the Distributor and any Successor Distributor
depending on whether the related redeemed Omnibus Share is attributable to
the
Distributor or a Successor Distributor, as the case may be, in accordance
with
Part I above.
PART
III:
ALLOCATION OF DISTRIBUTION FEE
Assuming
that the
Distribution Fee remains constant over time so that Part IV hereof does not
become operative:
(1)
The portion of
the aggregate Distribution Fee accrued in respect of all Class 529-C shares
of a
Fund during any calendar month allocable to the Distributor or a Successor
Distributor is determined by multiplying the total of such Distribution Fee
by
the following fraction:
(A
+
C)/2
(B
+
D)/2
where:
A=
The aggregate
Net Asset Value of all Class 529-C shares of a Fund attributed to the
Distributor or such Successor Distributor, as the case may be, and outstanding
at the beginning of such calendar month
B=
The aggregate
Net Asset Value of all Class 529-C shares of a Fund at the beginning of such
calendar month
C=
The aggregate
Net Asset Value of all Class 529-C shares of a Fund attributed to the
Distributor or such Successor Distributor, as the case may be, and outstanding
at the end of such calendar month
D=
The aggregate
Net Asset Value of all Class 529-C shares of a Fund at the end of such calendar
month
(2)
If the
Distributor reasonably determines that the transfer agent is able to produce
automated monthly reports that allocate the average Net Asset Value of the
Commission Shares (or all Class 529-C shares if available) of a Fund among
the
Distributor and any Successor Distributor in a manner consistent with the
methodology detailed in Part I and Part III(1) above, the portion of the
Distribution Fee accrued in respect of all such Class 529-C shares of a Fund
during a particular calendar month will be allocated to the Distributor or
a
Successor Distributor by multiplying the total of such Distribution Fee by
the
following fraction:
(A)/(B)
where:
A=
Average Net
Asset Value of all such Class 529-C shares of a Fund for such calendar month
attributed to the Distributor or a Successor Distributor, as the case may
be
B=
Total average
Net Asset Value of all such Class 529-C shares of a Fund for such calendar
month
PART
IV: ADJUSTMENT
OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR'S
ALLOCABLE PORTION
The
parties to the
Distribution Agreement recognize that, if the terms of any distributor's
contract, any distribution plan, any prospectus, the Conduct Rules or any
other
applicable law change so as to disproportionately reduce, in a manner
inconsistent with the intent of this Distribution Agreement, the amount of
the
Distributor's Allocable Portion or any Successor Distributor's Allocable
Portion
had no such change occurred, the definitions of the Distributor's Allocable
Portion and/or the Successor Distributor's Allocable Portion in respect of
the
Class 529-C shares relating to a Fund shall be adjusted by agreement among
the
relevant parties; provided, however, if the Distributor, the Successor
Distributor and the Fund cannot agree within thirty (30) days after the date
of
any such change in applicable laws or in any distributor's contract,
distribution plan, prospectus or the Conduct Rules, they shall submit the
question to arbitration in accordance with the commercial arbitration rules
of
the American Arbitration Association and the decision reached by the arbitrator
shall be final and binding on each of them.
[logo
- American
Funds ®]
American
Funds Distributors, Inc.
▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone
800/▇▇▇-▇▇▇▇, 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,
/s/
▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
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
|