Form of PLAN OF DISTRIBUTION OF [Name of Fund]
Form
of
PLAN
OF
DISTRIBUTION
OF
[Name
of
Fund]
WHEREAS,
[Name of
Fund] (the "Fund") is a Massachusetts business trust which offers shares of
beneficial interest and may offer shares of additional series in the
future;
WHEREAS,
American
Funds Distributors, Inc. ("AFD") will serve as distributor of the shares of
beneficial interest of the Fund, and the Fund and AFD are parties to a principal
underwriting agreement (the "Agreement");
WHEREAS,
the
purpose of this Plan of Distribution (the "Plan") is to authorize the Fund
to
bear expenses of distribution of its shares, including reimbursement of AFD
for
its expenses in the promotion of the sale of shares of the Fund, pursuant to
the
Principal Underwriting Agreement;
WHEREAS,
the Board
of Trustees of the Fund has determined that there is a reasonable likelihood
that this Plan will benefit the Fund and its shareholders:
NOW,
THEREFORE, the
Fund adopts this Plan as follows:
1. The
Fund may expend pursuant to this Plan amounts not to exceed .30 of 1% of the
average daily net assets of the Fund per annum.
2. Subject
to the limit in paragraph 1, the Fund shall pay or reimburse AFD for amounts
expended by AFD to finance any activity which is primarily intended to result
in
the sale of shares of the Fund including, but not limited to, payments to
dealers, advertising, salaries and other expenses of AFD relating to selling
or
servicing efforts, expenses of organizing and conducting sales seminars,
printing of prospectuses and reports for other than existing shareholders and
preparation and distribution of advertising material and sales literature;
provided, (i) that the Board of Trustees of the Fund shall have approved
categories of expenses for which payment or reimbursement shall be made pursuant
to this paragraph 2, and (ii) that reimbursement shall be made in accordance
with the terms of the Agreement.
3. This
Plan shall not take effect until it has been approved by vote of a majority
of
the outstanding voting securities of the Fund (as defined in the Investment
Company Act of 1940 (the "1940 Act")) and shall take effect with respect to
any
series of the Fund which may be established in the future upon approval by
vote
of a majority of the outstanding voting securities (as defined in the 1940
Act)
of such series as provided in this paragraph 3 and by the Board of Trustees
as
provided in paragraph 4. The Plan as adopted with respect to any
additional series shall specify the expense limit applicable to such series
pursuant to Section 1 hereof and the expenses payable by or with respect to
such
series pursuant to paragraph 2 hereof.
4. This
Plan shall not take effect until it has been approved, together with any related
agreement, by votes of the majority of both (i) the Board of Trustees of the
Fund and (ii) those Trustees of the Fund who are not "interested persons" of
the
Fund (as defined in the 1940 Act) and have no direct or indirect financial
interest in the operation of this Plan or any agreement related to it (the
"Qualified Trustees"), cast in person at a meeting called for the purpose of
voting on this Plan and/or such agreement.
5. At
least quarterly, the Board of Trustees shall be provided by any person
authorized to direct the disposition of monies paid or payable by the Fund
pursuant to this Plan or any related agreement, and the Board shall review
a
written report of the amounts expended pursuant to the Plan and the purposes
for
which such expenditures were made.
6. This
Plan may be terminated as to the Fund or any series of the Fund at any time
by
vote of a majority of the Qualified Trustees, or by vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the Fund or such
series. Unless sooner terminated in accordance with this provision,
this Plan shall continue in effect until [date]. It may thereafter be
renewed from year to year in the manner provided for in paragraph 4
hereof.
7. Any
agreement related to this Plan shall be in writing, and shall
provide:
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A.
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that
such
agreement may be terminated as to the Fund or any series thereof
at any
time, without payment of any penalty, by vote of a majority of the
Qualified Trustees or by a vote of a majority of the outstanding
voting
securities (as defined in the 1940 Act) of the Fund or such series,
on not
more than sixty (60) days' written notice to any other party to the
agreement; and
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B.
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that
such
agreement shall terminate automatically in the event of its
assignment.
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8. This
Plan may not be amended to increase materially the maximum amount of fee or
other distribution expenses provided for in paragraph 1 hereof with respect
to
the Fund or a series unless such amendment is approved by the voting securities
of the Fund or that series in the manner provided in paragraph 3 hereof, and
no
material amendment to this Plan shall be made unless approved in the manner
provided for in paragraph 4 hereof.
9. While
this Plan is in effect, the selection and nomination of Trustees of the Fund
who
are not "interested persons" of the Fund (as defined in the 1940 Act) shall
be
committed to the discretion of the Trustees who are not interested
persons.
10. This
Plan may be adopted, amended, continued or renewed with respect to a series
as
provided herein notwithstanding such adoption, amendment, continuance or renewal
has not been effected with respect to any one or more other series of the
Fund.
11. The
obligations of the Fund under this Agreement are not binding upon any of the
Trustees, officers, employees, agents or shareholders of the Fund individually,
but bind only the Fund's estate. Persons entitled to receive payments
from the Fund under the Plan shall look solely to the assets of the Fund for
any
payment by the Fund under this Plan and will not seek recourse against such
Trustees, officers, employees, agents or shareholders, or any of them or any
of
their personal assets for such payments.
12. The
Fund shall preserve copies of this Plan and any related agreement and all
reports made pursuant to paragraph 5 hereof for a period of not less than six
(6) years from the date of this Plan, or such agreement or reports, as the
case
may be, the first two (2) years of which such records shall be stored in an
easily accessible place.
IN
WITNESS WHEREOF,
the Fund has caused this Plan to be executed by its officers thereunto duly
authorized, as of [date].
[Name of Fund]
By
______________________________
By
______________________________
Form
of
AMENDED
AND
RESTATED
PLAN
OF
DISTRIBUTION
of
[Name
of
Fund]
relating
to
its
CLASS
B
SHARES
WHEREAS,
[Name of
Fund] (the “Fund”) is a [Maryland Corporation][Massachusetts business
trust] that offers various classes of shares of [common
stock][beneficial interest]; and
WHEREAS,
American
Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund
(AFD and any such successor collectively are referred to as “Distributor”) will
serve as distributor of the shares of common stock of the Fund, and the Fund
and
Distributor are parties to a principal underwriting agreement (the “Agreement”);
and
WHEREAS,
the
purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to
bear expenses of distribution of its Class B shares; and
WHEREAS,
the Board
of [Directors][Trustees] of the Fund has determined that there is a reasonable
likelihood that this Plan will benefit the Fund and its
shareholders;
NOW,
THEREFORE, the
Fund adopts this Plan as follows:
1. Payments
to Distributor. The Fund may expend pursuant to this Plan and as
set forth below an aggregate amount not to exceed 1.00% per annum of the average
net assets of the Fund’s Class B shares. Notwithstanding the
foregoing, effective March 1, 2005, the Distributor will retain the Shareholder
Servicing Fee as defined below (after all permissible payments to third parties)
only with respect to accounts to which a broker-dealer other than the
Distributor has been assigned. The categories of expenses are as
follows:
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a.
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Service
Fees. The Fund shall pay to the Distributor monthly in arrears
a shareholder servicing fee (the “Shareholder Servicing Fee”) at the rate
of 0.25% per annum on the Fund’s Class B shares outstanding for less than
one year. The Fund shall also pay to the Distributor quarterly
a Shareholder Servicing Fee at the rate of 0.25% per annum on Class
B
shares that are outstanding for one year or more. The
Shareholder Servicing Fee is designed to compensate Distributor for
paying
Service Fees to broker-dealers with whom Distributor has an
agreement.
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b.
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Distribution
Fees. The Fund shall pay to the Distributor monthly in arrears
its “Allocable Portion” (as described in Schedule A to this
Plan “Allocation Schedule”, and until such time as the Fund
designates a successor to AFD as distributor, the Allocable Portion
shall
equal 100%) of a fee (the “Distribution Fee”), which shall accrue each day
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 Fund’s Class B shares
outstanding on each day.
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The
Distributor may
sell and assign its right to its Allocable Portion (but not its obligations
to
the Fund under the Agreement) of the Distribution Fee to a third party, and
such
transfer shall be free and clear of offsets or claims the Fund may have against
the Distributor, it being understood that the Fund is not releasing the
Distributor from any of its obligations to the Fund under the Agreement or
any
of the assets the Distributor continues to own. The Fund may agree,
at the request of the Distributor, to pay the Allocable Portion of the
Distribution Fee directly to the third party transferee.
Any
Agreement
between the Fund and the Distributor relating to the Fund’s Class B shares shall
provide that:
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(i)
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the
Distributor will be deemed to have performed all services required
to be
performed in order to be entitled to receive its Allocable Portion
of the
Distribution Fee payable in respect of each “Commission Share” (as defined
in the Allocation Schedule) upon the settlement date of each sale
of such
Commission Share taken into account in determining such Distributor’s
Allocable Portion of the Distribution
Fee;
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(ii)
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notwithstanding
anything to the contrary in this Plan or the Agreement, the Fund’s
obligation to pay the Distributor its Allocable Portion of the
Distribution Fee shall not be terminated or modified (including without
limitation, by change in the rules applicable to the conversion of
the
Class B shares into shares of another class) for any reason (including
a
termination of this Plan or the Agreement between such Distributor
and the
Fund) except:
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(a)
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to
the extent
required by a change in the Investment Company Act of 1940 (the “1940
Act”), the rules and regulations under the 1940 Act, the Conduct Rules
of
the National Association of Securities Dealers, Inc. (the “NASD”), or any
judicial decisions or interpretive pronouncements by the Securities
and
Exchange Commission, which is either binding upon the Distributor
or
generally complied with by similarly situated distributors of mutual
fund
shares, in each case enacted, promulgated, or made after March 15,
2000,
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(b)
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on
a basis
which does not alter the Distributor’s Allocable Portion of the
Distribution Fee computed with reference to Commission Shares of
the Fund,
the Date of Original Issuance (as defined in the Allocation Schedule)
of
which occurs on or prior to the adoption of such termination or
modification and with respect to Free Shares (as defined in the Allocation
Schedule) which would be attributed to the Distributor under the
Allocation Schedule with reference to such Commission Shares,
or
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(c)
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in
connection
with a Complete Termination (as defined below) of this Plan by the
Fund;
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(iii)
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the
Fund will
not take any action to waive or change any contingent deferred sales
charge (“CDSC”) in respect to the Class B shares, the Date of Original
Issuance of which occurs on or prior to the taking of such action
except
as provided in the Fund’s prospectus or statement of additional
information on the date such Commission Share was issued, without
the
consent of the Distributor or its
assigns;
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(iv)
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notwithstanding
anything to the contrary in this Plan or the Agreement, none of the
termination of the Distributor’s role as principal underwriter of the
Class B shares of the Fund, the termination of the Agreement or the
termination of this Plan will terminate the Distributor’s right to its
Allocable Portion of the CDSCs in respect of Class B shares of the
Fund;
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(v)
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except
as
provided in (ii) above and notwithstanding anything to the contrary
in
this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s
Allocable Portion of the Distribution Fees and CDSCs payable in respect
of
the Class B shares of the Fund shall be absolute and unconditional
and
shall not be subject to dispute, offset, counterclaim or any defense
whatsoever, at law or equity, including, without limitation, any
of the
foregoing based on the insolvency or bankruptcy of the Distributor;
and
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(vi)
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until
the
Distributor has been paid its Allocable Portion of the Distribution
Fees
in respect of the Class B shares of the Fund, the Fund will not adopt
a
plan of liquidation in respect of the Class B shares without the
consent
of the Distributor and its assigns. For purposes of this Plan,
the term Allocable Portion of the Distribution Fees or CDSCs payable
in
respect of the Class B shares as applied to any Distributor shall
mean the
portion of such Distribution Fees or CDSCs payable in respect of
such
Class B shares of the Fund allocated to the Distributor in accordance
with
the Allocation Schedule as it relates to the Class B shares of the
Fund,
and until such time as the Fund designates a successor to AFD as
distributor, the Allocable Portion shall equal 100% of the Distribution
Fees and CDSCs. For purposes of this Plan, the term “Complete
Termination” in respect of this Plan as it relates to the Class B shares
means a termination of this Plan involving the complete cessation
of the
payment of Distribution Fees in respect of all Class B shares, the
termination of the distribution plans and principal underwriting
agreements, and the complete cessation of the payment of any asset
based
sales charge (within the meaning of the Conduct Rules of the NASD)
or
similar fees in respect of the Fund and any successor mutual fund
or any
mutual fund acquiring a substantial portion of the assets of the
Fund (the
Fund and such other mutual funds hereinafter referred to as the “Affected
Funds”) and in respect of the Class B shares and every future class of
shares (other than future classes of shares established more than
eight
years after the date of such termination) which has substantially
similar
characteristics to the Class B shares (all such classes of shares
the
“Affected Classes of Shares”) of such Affected Funds taking into account
the manner of payment and amount of asset based sales charge, CDSC
or
other similar charges borne directly or indirectly by the holders
of such
shares; provided that
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(a)
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the
Board of
[Directors][Trustees] of such Affected Funds, including the Independent
[Directors][Trustees] (as defined below) of the Affected Funds, shall
have
determined that such termination is in the best interest of such
Affected
Funds and the shareholders of such Affected Funds,
and
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(b)
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such
termination does not alter the CDSC as in effect at the time of such
termination applicable to Commission Shares of the Fund, the Date
of
Original Issuance of which occurs on or prior to such
termination.
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Notwithstanding
the
foregoing, the Distributor will retain such fees (after all permissible payments
to third parties) only with respect to accounts to which a broker-dealer other
than the Distributor has been assigned.
2. Approval
by the Board. This Plan shall not take effect until it has been
approved, together with any related agreement, by votes of the majority of
both
(i) the Board of [Directors][Trustees] of the Fund and (ii) those
[Directors][Trustees] of the Fund who are not “interested persons” of the Fund
(as defined in the 1940 Act) and have no direct or indirect financial interest
in the operation of this Plan or any agreement related to it (the “Independent
[Directors][Trustees]”), cast in person at a meeting called for the purpose of
voting on this Plan and/or such agreement.
3. Review
of Expenditures. At least quarterly, the Board of
[Directors][Trustees] shall be provided by any person authorized to direct
the
disposition of monies paid or payable by the Fund pursuant to this Plan or
any
related agreement, and the Board shall review, a written report of the amounts
expended pursuant to this Plan and the purposes for which such expenditures
were
made.
4. Termination
of Plan. This Plan may be terminated as to the Fund’s Class B
shares at any time by vote of a majority of the Independent
[Directors][Trustees], or by vote of a majority of the outstanding Class B
shares of the Fund. Unless sooner terminated in accordance with this
provision, this Plan shall continue in effect until December 31,
2005. It may thereafter be continued from year to year in the manner
provided for in paragraph 2 hereof.
Notwithstanding
the
foregoing or paragraph 6, below, any amendment or termination of this Plan
shall
not affect the rights of the Distributor to receive its Allocable Portion of
the
Distribution Fee, unless the termination constitutes a Complete Termination
of
this Plan as described in paragraph 1 above.
5. Requirements
of Agreement. Any Agreement related to this Plan shall be in
writing, and shall provide:
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a.
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that
such
agreement may be terminated as to the Fund at any time, without payment
of
any penalty by the vote of a majority of the Independent
[Directors][Trustees] or by a vote of a majority of the outstanding
Class
B shares of the Fund, on not more than sixty (60) days’ written notice to
any other party to the agreement;
and
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b.
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that
such
agreement shall terminate automatically in the event of its
assignment.
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6. Amendment. This
Plan may not be amended to increase materially the maximum amount of fee or
other distribution expenses provided for in paragraph 1 hereof with respect
to
the Class B shares of the Fund unless such amendment is approved by vote of
a
majority of the outstanding voting securities of the Class B shares of the
Fund
and as provided in paragraph 2 hereof, and no other material amendment to this
Plan shall be made unless approved in the manner provided for in paragraph
2
hereof.
7. Nomination
of [Directors][Trustees]. While this Plan is in effect, the
selection and nomination of Independent [Directors][Trustees] shall be committed
to the discretion of the Independent [Directors][Trustees] of the
Fund.
8. Issuance
of Series of Shares. If the Fund shall at any time issue shares
in more than one series, this Plan may be adopted, amended, continued or renewed
with respect to a series as provided herein, notwithstanding that such adoption,
amendment, continuance or renewal has not been effected with respect to any
one
or more other series of the Fund.
9. Record
Retention. The Fund shall preserve copies of this Plan and any
related agreement and all reports made pursuant to paragraph 3 hereof for not
less than six (6) years from the date of this Plan, or such agreement or
reports, as the case may be, the first two (2) years of which such records
shall
be stored in an easily accessible place.
IN
WITNESS WHEREOF,
the Fund has caused this Plan to be executed by its officers thereunto duly
authorized, as of [ date], 2005.
[Name
of
Fund]
By
______________________________
By
______________________________
SCHEDULE
A
to
the
Plan
of
Distribution of
[Name
of
Fund]
relating
to its
Class B shares
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 listed on [Exhibit I]. 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 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:
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A=
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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
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B=
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The
aggregate
Net Asset Value of all Class B shares of a Fund at the beginning
of such
calendar month
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C=
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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
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D=
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The
aggregate
Net Asset Value of all Class B shares of a Fund at the end of such
calendar month
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(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:
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A=
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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
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B=
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Total
average
Net Asset Value of all such Class B shares of a Fund for such calendar
month
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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.
Form
of
AMENDED
AND
RESTATED
PLAN
OF
DISTRIBUTION
of
[Name
of
Fund]
relating
to
its
CLASS
C
SHARES
WHEREAS,
[Name of
Fund] (the “Fund”) is a [Maryland Corporation][Massachusetts business trust]
that offers various classes of shares of [common stock][shares of beneficial
interest]; and
WHEREAS,
American
Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund
(AFD and any such successor collectively are referred to as “Distributor”) will
serve as distributor of the shares of common stock of the Fund, and the Fund
and
Distributor are parties to a principal underwriting agreement (the “Agreement”);
and
WHEREAS,
the
purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to
bear expenses of distribution of its Class C shares; and
WHEREAS,
the Board
of [Directors][Trustees] of the Fund has determined that there is a reasonable
likelihood that this Plan will benefit the Fund and its
shareholders;
NOW,
THEREFORE, the
Fund adopts this Plan as follows:
1. Payments
to Distributor. The Fund may expend pursuant to this Plan and as
set forth below an aggregate amount not to exceed 1.00% per annum of the average
net assets of the Fund’s Class C shares. The categories of expenses are as
follows:
|
a.
|
Service
Fees. The Fund shall pay to the Distributor no more frequently
than monthly in arrears a service fee (the “Service Fee”), which shall
accrue daily in an amount equal to the daily equivalent of 0.25%
per annum
of the net asset value of the Fund’s Class C shares outstanding on each
day. The Service Fee compensates the Distributor for paying
service-related expenses, including Service Fees to others in respect
of
Class C shares of the Fund.
|
|
b.
|
Distribution
Fees. The Fund shall pay to the Distributor no more frequently
than monthly in arrears its “Allocable Portion” (as described in Schedule
A to this Plan “Allocation Schedule”, and until such time as
the Fund designates a successor to AFD as distributor, the Allocable
Portion shall equal 100%) 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 Fund’s Class C shares outstanding on each
day. The Distribution Fee compensates the Distributor for
providing distribution and sales-related services in respect of Class
C
shares of the Fund.
|
The
Distributor may
sell and assign its right to its Allocable Portion (but not its obligations
to
the Fund under the Agreement) of the Distribution Fee to a third party, and
such
transfer shall be free and clear of offsets or claims the Fund may have against
the Distributor, it being understood that the Fund is not releasing the
Distributor from any of its obligations to the Fund under the Agreement or
any
of the assets the Distributor continues to own. The Fund may agree,
at the request of the Distributor, to pay the Allocable Portion of the
Distribution Fee directly to the third party transferee.
Any
Agreement
between the Fund and the Distributor relating to the Fund’s Class C shares shall
provide that:
|
|
(i)
|
the
Distributor will be deemed to have performed all services required
to be
performed in order to be entitled to receive its Allocable Portion
of the
Distribution Fee payable in respect of each “Commission Share” (as defined
in the Allocation Schedule) upon the settlement date of each sale
of such
Commission Share taken into account in determining such Distributor’s
Allocable Portion of the Distribution
Fee;
|
|
|
(ii)
|
notwithstanding
anything to the contrary in this Plan or the Agreement, the Fund’s
obligation to pay the Distributor its Allocable Portion of the
Distribution Fee shall not be terminated or modified (including without
limitation, by change in the rules applicable to the conversion of
the
Class C shares into shares of another class) for any reason (including
a
termination of this Plan or the Agreement between such Distributor
and the
Fund) except:
|
|
|
(a)
|
to
the extent
required by a change in the Investment Company Act of 1940 (the “1940
Act”), the rules and regulations under the 1940 Act, the Conduct Rules
of
the National Association of Securities Dealers, Inc. (the “NASD”), or any
judicial decisions or interpretive pronouncements by the Securities
and
Exchange Commission, which is either binding upon the Distributor
or
generally complied with by similarly situated distributors of mutual
fund
shares, in each case enacted, promulgated, or made after March 15,
2001,
|
|
|
(b)
|
on
a basis
which does not alter the Distributor’s Allocable Portion of the
Distribution Fee computed with reference to Commission Shares of
the Fund,
the Date of Original Issuance (as defined in the Allocation Schedule)
of
which occurs on or prior to the adoption of such termination or
modification and with respect to Free Shares (as defined in the Allocation
Schedule) which would be attributed to the Distributor under the
Allocation Schedule with reference to such Commission Shares,
or
|
|
|
(c)
|
in
connection
with a Complete Termination (as defined below) of this Plan by the
Fund;
|
|
|
(iii)
|
the
Fund will
not take any action to waive or change any contingent deferred sales
charge (“CDSC”) in respect of the Class C shares, the Date of Original
Issuance of which occurs on or prior to the taking of such action
except
as provided in the Fund’s prospectus or statement of additional
information on the date such Commission Share was issued, without
the
consent of the Distributor or its
assigns;
|
|
|
(iv) notwithstanding
anything to the contrary in this Plan or the Agreement, none of the
termination of the Distributor’s role as principal underwriter of the
Class C shares of the Fund, the termination of the Agreement or the
termination of this Plan will terminate the Distributor’s right to its
Allocable Portion of the CDSCs in respect of Class C shares of the
Fund;
|
|
|
(v)
|
except
as
provided in (ii) above and notwithstanding anything to the contrary
in
this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s
Allocable Portion of the Distribution Fees and CDSCs payable in respect
of
the Class C shares of the Fund shall be absolute and unconditional
and
shall not be subject to dispute, offset, counterclaim or any defense
whatsoever, at law or equity, including, without limitation, any
of the
foregoing based on the insolvency or bankruptcy of the Distributor;
and
|
|
(vi)
|
until
the
Distributor has been paid its Allocable Portion of the Distribution
Fees
in respect of the Class C shares of the Fund, the Fund will not adopt
a
plan of liquidation in respect of the Class C shares without the
consent
of the Distributor and its assigns. For purposes of this Plan,
the term Allocable Portion of the Distribution Fees or CDSCs payable in
respect of the Class C shares as applied to any Distributor shall
mean the
portion of such Distribution Fees or CDSCs payable in respect of
such
Class C shares of the Fund allocated to the Distributor in accordance
with
the Allocation Schedule as it relates to the Class C shares of the
Fund,
and until such time as the Fund designates a successor to AFD as
distributor, the Allocable Portion shall equal 100% of the Distribution
Fees and CDSCs. For purposes of this Plan, the term “Complete
Termination” in respect of this Plan as it relates to the Class C shares
means a termination of this Plan involving the complete cessation
of the
payment of Distribution Fees in respect of all Class C shares, the
termination of the distribution plans and principal underwriting
agreements, and the complete cessation of the payment of any asset
based
sales charge (within the meaning of the Conduct Rules of the NASD)
or
similar fees in respect of the Fund and any successor mutual fund
or any
mutual fund acquiring a substantial portion of the assets of the
Fund (the
Fund and such other mutual funds hereinafter referred to as the “Affected
Funds”) and in respect of the Class C shares and every future class of
shares (other than future classes of shares established more than
one year
after the date of such termination) which has substantially similar
characteristics to the Class C shares (all such classes of shares
the
“Affected Classes of Shares”) of such Affected Funds taking into account
the manner of payment and amount of asset based sales charge, CDSC
or
other similar charges borne directly or indirectly by the holders
of such
shares; provided that
|
|
|
(a)
|
the
Board of
[Directors][Trustees] of such Affected Funds, including the Independent
[Directors][Trustees] (as defined below) of the Affected Funds, shall
have
determined that such termination is in the best interest of such
Affected
Funds and the shareholders of such Affected Funds,
and
|
|
|
(b)
|
such
termination does not alter the CDSC as in effect at the time of such
termination applicable to Commission Shares of the Fund, the Date
of
Original Issuance of which occurs on or prior to such
termination.
|
Notwithstanding
the
foregoing, the Distributor will retain such fees (after all permissible payments
to third parties) only with respect to accounts to which a broker-dealer other
than the Distributor has been assigned.
2. Approval
by the Board. This Plan shall not take effect until it has been
approved, together with any related agreement, by votes of the majority of
both
(i) the Board of [Directors][Trustees] of the Fund and (ii) those
[Directors][Trustees] of the Fund who are not “interested persons” of the Fund
(as defined in the 1940 Act) and have no direct or indirect financial interest
in the operation of this Plan or any agreement related to it (the “Independent
[Directors][Trustees]”), cast in person at a meeting called for the purpose of
voting on this Plan and/or such agreement.
3. Review
of Expenditures. At least quarterly, the Board of
[Directors][Trustees] shall be provided by any person authorized to direct
the
disposition of monies paid or payable by the Fund pursuant to this Plan or
any
related agreement, and the Board shall review, a written report of the amounts
expended pursuant to this Plan and the purposes for which such expenditures
were
made.
4. Termination
of Plan. This Plan may be terminated as to the Fund’s Class C
shares at any time by vote of a majority of the Independent
[Directors][Trustees], or by vote of a majority of the outstanding Class C
shares of the Fund. Unless sooner terminated in accordance with this
provision, this Plan shall continue in effect until December 31,
2005. It may thereafter be continued from year to year in the manner
provided for in paragraph 2 hereof.
Notwithstanding
the
foregoing or paragraph 6, below, any amendment or termination of this Plan
shall
not affect the rights of the Distributor to receive its Allocable Portion of
the
Distribution Fee, unless the termination constitutes a Complete Termination
of
this Plan as described in paragraph 1 above.
5. Requirements
of Agreement. Any Agreement related to this Plan shall be in
writing, and shall provide:
|
|
a.
|
that
such
agreement may be terminated as to the Fund at any time, without payment
of
any penalty by the vote of a majority of the Independent
[Directors][Trustees] or by a vote of a majority of the outstanding
Class
C shares of the Fund, on not more than sixty (60) days’ written notice to
any other party to the agreement;
and
|
|
|
b.
|
that
such
agreement shall terminate automatically in the event of its
assignment.
|
6. Amendment. This
Plan may not be amended to increase materially the maximum amount of fees or
other distribution expenses provided for in paragraph 1 hereof with respect
to
the Class C shares of the Fund unless such amendment is approved by vote of
a
majority of the outstanding voting securities of the Class C shares of the
Fund
and as provided in paragraph 2 hereof, and no other material amendment to this
Plan shall be made unless approved in the manner provided for in paragraph
2
hereof.
7. Nomination
of [Directors][Trustees]. While this Plan is in effect, the
selection and nomination of Independent [Directors][Trustees] shall be committed
to the discretion of the Independent [Directors][Trustees] of the
Fund.
8. Issuance
of Series of Shares. If the Fund shall at any time issue shares
in more than one series, this Plan may be adopted, amended, continued or renewed
with respect to a series as provided herein, notwithstanding that such adoption,
amendment, continuance or renewal has not been effected with respect to any
one
or more other series of the Fund.
9. Record
Retention. The Fund shall preserve copies of this Plan and any
related agreement and all reports made pursuant to paragraph 3 hereof for not
less than six (6) years from the date of this Plan, or such agreement or
reports, as the case may be, the first two (2) years of which such records
shall
be stored in an easily accessible place.
IN
WITNESS WHEREOF,
the Fund has caused this Plan to be executed by its officers thereunto duly
authorized, as of [ date ], 2005.
[Name of Fund]
By
______________________________
By
______________________________
SCHEDULE
A
to
the
Plan
of
Distribution of
[Name
of
Fund]
relating
to its
Class C shares
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 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 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.
Form
of
AMENDED
AND
RESTATED
PLAN
OF
DISTRIBUTION
of
[Name
of
Fund]
relating
to
its
CLASS
F
SHARES
WHEREAS,
[Name of
Fund] (the “Fund”) is a [Maryland Corporation][Massachusets business trust] that
offers various classes of shares of [common stock][beneficial interest];
and
WHEREAS,
American
Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund
(AFD and any such successor collectively are referred to as “Distributor”) will
serve as distributor of the shares of [common stock][beneficial interest] of
the
Fund, and the Fund and Distributor are parties to a principal underwriting
agreement (the “Agreement”); and
WHEREAS,
the
purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to
bear expenses of distribution of its Class F shares; and
WHEREAS,
the Board
of [Directors][Trustees] of the Fund has determined that there is a reasonable
likelihood that this Plan will benefit the Fund and its
shareholders;
NOW,
THEREFORE, the
Fund adopts this Plan as follows:
1. Payments
to Distributor. The Fund may expend pursuant to this Plan and as
set forth below an aggregate amount not to exceed 0.50% per annum of the average
net assets of the Fund’s Class F shares.
The
categories
of expenses permitted under this Plan include service fees (“Service
Fees”) and distribution fees (“Distribution Fees”), each in an amount not to
exceed 0.25% per annum of the average net assets of the Fund’s Class F shares.
The actual amounts paid shall be determined by the Board of
[Directors][Trustees]. The Service Fee compensates the Distributor
for service-related expenses, including paying Service Fees to others in respect
of Class F shares of the Fund. The Distribution Fee compensates the
Distributor for providing distribution services in respect of Class F shares
of
the Fund.
Notwithstanding
the
foregoing, the Distributor will retain such fees (after all permissible payments
to third parties) only with respect to accounts to which a broker-dealer other
than the Distributor has been assigned.
2. Approval
by the Board. This Plan shall not take effect until it has been
approved, together with any related agreement, by votes of the majority of
both
(i) the Board of [Directors][Trustees] of the Fund and (ii) those
[Directors][Trustees] of the Fund who are not “interested persons” of the Fund
(as defined in the Investment Company Act of 1940) and have no direct or
indirect financial interest in the operation of this Plan or any agreement
related to it (the “Independent [Directors][Trustees]”), cast in person at a
meeting called for the purpose of voting on this Plan and/or such
agreement.
3. Review
of Expenditures. At least quarterly, the Board of
[Directors][Trustees] shall be provided by any person authorized to direct
the
disposition of monies paid or payable by the Fund pursuant to this Plan or
any
related agreement, and the Board shall review, a written report of the amounts
expended pursuant to this Plan and the purposes for which such expenditures
were
made.
4. Termination
of Plan. This Plan may be terminated as to the Fund’s Class F
shares at any time by vote of a majority of the Independent
[Directors][Trustees], or by vote of a majority of the outstanding Class F
shares of the Fund. Unless sooner terminated in accordance with this
provision, this Plan shall continue in effect until December 31,
2005. It may thereafter be continued from year to year in the manner
provided for in paragraph 2 hereof.
5. Requirements
of Agreement. Any Agreement related to this Plan shall be in
writing, and shall provide:
a. that
such agreement may be terminated as to the Fund at any time, without payment
of
any penalty by the vote of a majority of the Independent [Directors][Trustees]
or by a vote of a majority of the outstanding Class F shares of the Fund, on
not
more than sixty (60) days’ written notice to any other party to the agreement;
and
|
|
b.
|
that
such
agreement shall terminate automatically in the event of its
assignment.
|
6. Amendment. This
Plan may not be amended to increase materially the maximum amount of fees or
other distribution expenses provided for in paragraph 1 hereof with respect
to
the Class F shares of the Fund unless such amendment is approved by vote of
a
majority of the outstanding voting securities of the Class F shares of the
Fund
and as provided in paragraph 2 hereof, and no other material amendment to this
Plan shall be made unless approved in the manner provided for in paragraph
2
hereof.
7. Nomination
of [Directors][Trustees]. While this Plan is in effect, the
selection and nomination of Independent [Directors][Trustees] shall be committed
to the discretion of the Independent [Directors][Trustees] of the
Fund.
8. Issuance
of Series of Shares. If the Fund shall at any time issue shares
in more than one series, this Plan may be adopted, amended, continued or renewed
with respect to a series as provided herein, notwithstanding that such adoption,
amendment, continuance or renewal has not been effected with respect to any
one
or more other series of the Fund.
9. Record
Retention. The Fund shall preserve copies of this Plan and any
related agreement and all reports made pursuant to paragraph 3 hereof for not
less than six (6) years from the date of this Plan, or such agreement or
reports, as the case may be, the first two (2) years of which such records
shall
be stored in an easily accessible place.
IN
WITNESS WHEREOF,
the Fund has caused this Plan to be executed by its officers thereunto duly
authorized, as of [ date ], 2005.
[Name of Fund]
By
______________________________
By
______________________________
PLAN
OF
DISTRIBUTION
of
[Name
of
Fund]
relating
to
its
CLASS
529-A
SHARES
WHEREAS,
[Name of
Fund] (the “Fund”) is a Maryland corporation that offers fourteen classes of
shares of common stock, designated as Class A shares, Class B shares, Class
C
shares, Class F shares, Class 529-A shares, Class 529-B shares, Class 529-C
shares, Class 529-E shares, Class 529-F shares, Class R-1 shares, Class R-2
shares, Class R-3 shares, Class R-4 shares and Class R-5 shares;
WHEREAS,
American
Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund
(AFD and any such successor collectively are referred to as “Distributor”) will
serve as distributor of the shares of common stock of the Fund, and the Fund
and
Distributor are parties to a principal underwriting agreement (the
“Agreement”);
WHEREAS,
the
purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to
bear expenses of distribution of its Class 529-A shares; and
WHEREAS,
the Board
of Directors of the Fund has determined that there is a reasonable likelihood
that this Plan will benefit the Fund and its shareholders;
NOW,
THEREFORE, the
Fund adopts this Plan as follows:
1. Payments
to Distributor. The Fund may expend pursuant to this Plan and as
set forth below an aggregate amount not to exceed .50% per annum of the average
net assets of the Fund’s Class 529-A shares.
The
categories
of expenses permitted under this Plan include service fees (“Service
Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution
Fees”) in an amount not to exceed .25%, each such percentage being per annum of
the average net assets of the Fund’s Class 529-A shares. The actual amounts paid
shall be determined by the Board of Directors. The Service Fee
compensates the Distributor for service-related expenses, including paying
Service Fees to others in respect of Class 529-A shares of the Fund. The
Distribution Fee compensates the Distributor for providing distribution services
in respect of Class 529-A shares of the Fund.
2. Approval
by the Board. This Plan shall not take effect until it has been
approved, together with any related agreement, by votes of the majority of
both
(i) the Board of Directors of the Fund and (ii) those Directors of the Fund
who
are not “interested persons” of the Fund (as defined in the Investment Company
Act of 1940) and have no direct or indirect financial interest in the operation
of this Plan or any agreement related to it (the “Independent Directors”), cast
in person at a meeting called for the purpose of voting on this Plan and/or
such
agreement.
3. Review
of Expenditures. At least quarterly, the Board of Directors shall
be provided by any person authorized to direct the disposition of monies paid
or
payable by the Fund pursuant to this Plan or any related agreement, and the
Board shall review, a written report of the amounts expended pursuant to this
Plan and the purposes for which such expenditures were made.
4. Termination
of Plan. This Plan may be terminated as to the Fund’s Class 529-A
shares at any time by vote of a majority of the Independent Directors, or by
vote of a majority of the outstanding Class 529-A shares of the
Fund. Unless sooner terminated in accordance with this provision,
this Plan shall continue in effect until [date]. It may thereafter be continued
from year to year in the manner provided for in paragraph 2 hereof.
5. Requirements
of Agreement. Any Agreement related to this Plan shall
be in writing, and shall provide:
|
|
a.
|
that
such
Agreement may be terminated as to the Fund at any time, without payment
of
any penalty by the vote of a majority of the Independent Directors
or by a
vote of a majority of the outstanding Class 529-A shares of the Fund,
on
not more than sixty (60) days’ written notice to any other party to the
Agreement; and
|
|
|
b.
|
that
such
Agreement shall terminate automatically in the event of its
assignment.
|
6. Amendment. This
Plan may not be amended to increase materially the maximum amount of fees or
other distribution expenses provided for in paragraph 1 hereof with respect
to
the Class 529-A shares of the Fund unless such amendment is approved by vote
of
a majority of the outstanding voting securities of the Class 529-A shares of
the
Fund and as provided in paragraph 2 hereof, and no other material amendment
to
this Plan shall be made unless approved in the manner provided for in paragraph
2 hereof.
7. Nomination
of Directors. While this Plan is in effect, the
selection and nomination of Independent Directors shall be committed to the
discretion of the Independent Directors of the Fund.
8. Issuance
of Series of Shares. If the Fund shall at any time
issue shares in more than one series, this Plan may be adopted, amended,
continued or renewed with respect to a series as provided herein,
notwithstanding that such adoption, amendment, continuance or renewal has not
been effected with respect to any one or more other series of the
Fund.
9. Record
Retention. The Fund shall preserve copies of this Plan
and any related agreement and all reports made pursuant to paragraph 3 hereof
for not less than six (6) years from the date of this Plan, or such agreement
or
reports, as the case may be, the first two (2) years of which such records
shall
be stored in an easily accessible place.
IN
WITNESS WHEREOF,
the Fund has caused this Plan to be executed by its officers thereunto duly
authorized, as of [date].
[Name of Fund]
By
______________________________
By
______________________________
Form
of
AMENDED
AND
RESTATED
PLAN
OF
DISTRIBUTION
of
[Name
of
Fund]
relating
to
its
CLASS
529-B
SHARES
WHEREAS,
[Name of
Fund] (the “Fund”) is a [Maryland corporation][Massachusetts business trust]
that offers various classes of shares of common stock; and
WHEREAS,
American
Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund
(AFD and any such successor collectively are referred to as “Distributor”) will
serve as distributor of the shares of common stock of the Fund, and the Fund
and
Distributor are parties to a principal underwriting agreement (the “Agreement”);
and
WHEREAS,
the
purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to
bear expenses of distribution of its Class 529-B shares; and
WHEREAS,
the Board
of [Directors][Trustees] of the Fund has determined that there is a reasonable
likelihood that this Plan will benefit the Fund and its
shareholders;
NOW,
THEREFORE, the
Fund adopts this Plan as follows:
1. Payments
to Distributor. The Fund may expend pursuant to this Plan and as
set forth below an aggregate amount not to exceed 1.00% per annum of the average
net assets of the Fund’s Class 529-B shares. Notwithstanding the
foregoing, effective March 1, 2005, the Distributor will retain the Service
Fee
as defined below (after all permissible payments to third parties) only with
respect to accounts to which a broker-dealer other than the Distributor has
been
assigned. The categories of expenses are as follows:
|
|
a.
|
Service
Fees. The Fund shall pay to the Distributor no more frequently
than monthly in arrears a service fee (the “Service Fee”), which shall
accrue daily in an amount equal to the daily equivalent of 0.25%
per annum
of the net asset value of the Fund’s Class 529-B shares outstanding on
each day. The Service Fee compensates the Distributor for paying
service-related expenses, including Service Fees to others in respect
of
Class 529-B shares of the Fund.
|
|
|
b.
|
Distribution
Fees. The Fund shall pay to the Distributor monthly in arrears
its “Allocable Portion” as described in Schedule A to this
Plan (“Allocation Schedule”), and until such time as the Fund
designates a successor to AFD as distributor, the Allocable Portion
shall
equal 100% 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 Fund’s Class 529-B shares outstanding on each
day. The Distribution Fee compensates the Distributor for
providing distribution and sales-related services in respect of Class
529-B shares of the Fund.
|
The
Distributor may
sell and assign its right to its Allocable Portion (but not its obligations
to
the Fund under the Agreement) of the Distribution Fee to a third party, and
such
transfer shall be free and clear of offsets or claims the Fund may have against
the Distributor, it being understood that the Fund is not releasing the
Distributor from any of its obligations to the Fund under the Agreement or
any
of the assets the Distributor continues to own. The Fund may agree,
at the request of the Distributor, to pay the Allocable Portion of the
Distribution Fee directly to the third party transferee.
Any
Agreement
between the Fund and the Distributor relating to the Fund’s Class 529-B
shares shall provide that:
|
|
(i)
|
the
Distributor will be deemed to have performed all services required
to be
performed in order to be entitled to receive its Allocable Portion
of the
Distribution Fee payable in respect of each “Commission Share” (as defined
in the Allocation Schedule) upon the settlement date of each sale
of such
Commission Share taken into account in determining such Distributor’s
Allocable Portion of the Distribution
Fee;
|
|
|
(ii)
|
notwithstanding
anything to the contrary in this Plan or the Agreement, the Fund’s
obligation to pay the Distributor its Allocable Portion of the
Distribution Fee shall not be terminated or modified (including without
limitation, by change in the rules applicable to the conversion of
the
Class 529-B shares into shares of another class) for any reason (including
a termination of this Plan or the Agreement between such Distributor
and
the Fund) except:
|
|
|
(a)
|
to
the extent
required by a change in the Investment Company Act of 1940 (the “1940
Act”), the rules and regulations under the 1940 Act, the Conduct Rules
of
the National Association of Securities Dealers, Inc. (the “NASD”), or any
judicial decisions or interpretive pronouncements by the Securities
and
Exchange Commission, which is either binding upon the Distributor
or
generally complied with by similarly situated distributors of mutual
fund
shares, in each case enacted, promulgated, or made after February
15,
2002,
|
|
|
(b)
|
on
a basis
which does not alter the Distributor’s Allocable Portion of the
Distribution Fee computed with reference to Commission Shares of
the Fund,
the Date of Original Issuance (as defined in the Allocation Schedule)
of
which occurs on or prior to the adoption of such termination or
modification and with respect to Free Shares (as defined in the Allocation
Schedule) which would be attributed to the Distributor under the
Allocation Schedule with reference to such Commission Shares,
or
|
|
|
(c)
|
in
connection
with a Complete Termination (as defined below) of this Plan by the
Fund;
|
|
|
(iii)
|
the
Fund will
not take any action to waive or change any contingent deferred sales
charge (“CDSC”) in respect of the Class 529-B shares, the Date of Original
Issuance of which occurs on or prior to the taking of such action
except
as provided in the Fund’s prospectus or statement of additional
information on the date such Commission Share was issued, without
the
consent of the Distributor or its
assigns;
|
|
|
(iv) notwithstanding
anything to the contrary in this Plan or the Agreement, none of the
termination of the Distributor’s role as principal underwriter of the
Class 529-B shares of the Fund, the termination of the Agreement
or the
termination of this Plan will terminate the Distributor’s right to its
Allocable Portion of the CDSCs in respect of Class 529-B shares of
the
Fund;
|
|
|
(v)
|
except
as
provided in (ii) above and notwithstanding anything to the contrary
in
this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s
Allocable Portion of the Distribution Fees and CDSCs payable in respect
of
the Class 529-B shares of the Fund shall be absolute and unconditional
and
shall not be subject to dispute, offset, counterclaim or any defense
whatsoever, at law or equity, including, without limitation, any
of the
foregoing based on the insolvency or bankruptcy of the Distributor;
and
|
|
(vi)
|
until
the
Distributor has been paid its Allocable Portion of the Distribution
Fees
in respect of the Class 529-B shares of the Fund, the Fund will not
adopt
a plan of liquidation in respect of the Class 529-B shares without
the
consent of the Distributor and its assigns. For purposes of
this Plan, the term Allocable Portion of the Distribution Fees or
CDSCs
payable in respect of the Class 529-B shares as applied to any Distributor
shall mean the portion of such Distribution Fees or CDSCs payable
in
respect of such Class 529-B shares of the Fund allocated to the
Distributor in accordance with the Allocation Schedule as it relates
to
the Class 529-B shares of the Fund, and until such time as the Fund
designates a successor to AFD as distributor, the Allocable Portion
shall
equal 100% of the Distribution Fees and CDSCs. For purposes of
this Plan, the term “Complete Termination” in respect of this Plan as it
relates to the Class 529-B shares means a termination of this Plan
involving the complete cessation of the payment of Distribution Fees
in
respect of all Class 529-B shares and all Class B shares, the termination
of the distribution plans relating to Class 529-B shares and Class
B
shares and principal underwriting agreements with respect to Class
529-B
shares and Class B shares, and the complete cessation of the payment
of
any asset based sales charge (within the meaning of the Conduct Rules
of
the NASD) or similar fees in respect of all Class 529-B shares and
all
Class B shares of the Fund and any successor mutual fund or any mutual
fund acquiring a substantial portion of the assets of the Fund (the
Fund
and such other mutual funds hereinafter referred to as the “Affected
Funds”) and in respect of the Class 529-B shares, the Class B Shares and
every future class of shares (other than future classes of shares
established more than eight years after the date of such termination)
which has substantially similar characteristics to the Class 529-B
shares
or the Class B Shares (all such classes of shares the “Affected Classes of
Shares”) of such Affected Funds taking into account the manner of payment
and amount of asset based sales charge, CDSC or other similar charges
borne directly or indirectly by the holders of such shares; provided
that
|
|
|
(a)
|
the
Board of
Directors/Trustees of such Affected Funds, including the Independent
Directors/Trustees (as defined below) of the Affected Funds, shall
have
determined that such termination is in the best interest of such
Affected
Funds and the shareholders of such Affected Funds,
and
|
|
|
(b)
|
such
termination does not alter the CDSC as in effect at the time of such
termination applicable to Commission Shares of the Fund, the Date
of
Original Issuance of which occurs on or prior to such
termination.
|
Notwithstanding
the
foregoing, the Distributor will retain such fees (after all permissible payments
to third parties) only with respect to accounts to which a broker-dealer other
than the Distributor has been assigned.
2. Approval
by the Board. This Plan shall not take effect until it has been
approved, together with any related agreement, by votes of the majority of
both
(i) the Board of [Directors][Trustees] of the Fund and (ii) those
[Directors][Trustees] of the Fund who are not “interested persons” of the Fund
(as defined in the 1940 Act) and have no direct or indirect financial interest
in the operation of this Plan or any agreement related to it (the “Independent
[Directors][Trustees]”), cast in person at a meeting called for the purpose of
voting on this Plan and/or such agreement.
3. Review
of Expenditures. At least quarterly, the Board of
[Directors][Trustees] shall be provided by any person authorized to direct
the
disposition of monies paid or payable by the Fund pursuant to this Plan or
any
related agreement, and the Board shall review, a written report of the amounts
expended pursuant to this Plan and the purposes for which such expenditures
were
made.
4. Termination
of Plan. This Plan may be terminated as to the Fund’s Class 529-B
shares at any time by vote of a majority of the Independent
[Directors][Trustees], or by vote of a majority of the outstanding Class 529-B
shares of the Fund. Unless sooner terminated in accordance with this
provision, this Plan shall continue in effect until December 31,
2005. It may thereafter be continued from year to year in the manner
provided for in paragraph 2 hereof.
Notwithstanding
the
foregoing or paragraph 6, below, any amendment or termination of this Plan
shall
not affect the rights of the Distributor to receive its Allocable Portion of the
Distribution Fee, unless the termination constitutes a Complete Termination
of
this Plan as described in paragraph 1 above.
5. Requirements
of Agreement. Any Agreement related to this Plan shall be in
writing, and shall provide:
|
|
a.
|
that
such
Agreement may be terminated as to the Fund at any time, without payment
of
any penalty by the vote of a majority of the Independent
[Directors][Trustees] or by a vote of a majority of the outstanding
Class
529-B shares of the Fund, on not more than sixty (60) days’ written notice
to any other party to the Agreement;
and
|
|
|
b.
|
that
such
Agreement shall terminate automatically in the event of its
assignment.
|
6. Amendment. This
Plan may not be amended to increase materially the maximum amount of fees or
other distribution expenses provided for in paragraph 1 hereof with respect
to
the Class 529-B shares of the Fund unless such amendment is approved by vote
of
a majority of the outstanding voting securities of the Class 529-B shares of
the
Fund and as provided in paragraph 2 hereof, and no other material amendment
to
this Plan shall be made unless approved in the manner provided for in paragraph
2 hereof.
7. Nomination
of [Directors][Trustees]. While this Plan is in effect, the
selection and nomination of Independent [Directors][Trustees] shall be committed
to the discretion of the Independent [Directors][Trustees] of the
Fund.
8. Issuance
of Series of Shares. If the Fund shall at any time issue shares
in more than one series, this Plan may be adopted, amended, continued or renewed
with respect to a series as provided herein, notwithstanding that such adoption,
amendment, continuance or renewal has not been effected with respect to any
one
or more other series of the Fund.
9. Record
Retention. The Fund shall preserve copies of this Plan and any
related agreement and all reports made pursuant to paragraph 3 hereof for not
less than six (6) years from the date of this Plan, or such agreement or
reports, as the case may be, the first two (2) years of which such records
shall
be stored in an easily accessible place.
IN
WITNESS WHEREOF,
the Fund has caused this Plan to be executed by its officers thereunto duly
authorized, as of [ date ], 2005.
[Name of Fund]
By
______________________________
By
______________________________
SCHEDULE
A
to
the
Plan
of
Distribution of
[Name
of
Fund]
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 determine
that the transfer agent is able to produce monthly reports that track the Date
of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares
shall be allocated pursuant to clause 1(a), (b) and (c) above.
(3) Omnibus
Shares:
Omnibus
Shares of a
Fund outstanding on any date shall be attributed to the Distributor or a
Successor Distributor, as the case may be, in the same proportion that the
Non-Omnibus Commission Shares of the applicable Fund outstanding on such date
are attributed to it on such date; provided that if the Distributor
reasonably determines that the transfer agent is able to produce monthly reports
that track the Date of Original Issuance for the Omnibus Shares, then the
Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c)
above.
PART
II:
ALLOCATION OF CDSCs
(1) CDSCs
Related to the Redemption of Non-Omnibus Commission Shares:
CDSCs
in respect of
the redemption of Non-Omnibus Commission Shares shall be allocated to the
Distributor or a Successor Distributor depending upon whether the related
redeemed Commission Share is attributable to the Distributor or such Successor
Distributor, as the case may be, in accordance with Part I above.
(2) CDSCs
Related to the Redemption of Omnibus Shares:
CDSCs
in respect of
the redemption of Omnibus Shares shall be allocated to
the Distributor or a Successor Distributor in the same proportion
that CDSCs related to the redemption of Non-Omnibus Commission Shares are
allocated to each thereof; provided, that if the Distributor reasonably
determines that the transfer agent is able to produce monthly reports which
track the Date of Original Issuance for the Omnibus Shares, then the CDSCs
in
respect of the redemption of Omnibus Shares shall be allocated among the
Distributor and any Successor Distributor depending on whether the related
redeemed Omnibus Share is attributable to the Distributor or a Successor
Distributor, as the case may be, in accordance with Part I above.
PART
III:
ALLOCATION OF DISTRIBUTION FEE
Assuming
that the
Distribution Fee remains constant over time so that Part IV hereof does not
become operative:
(1) The
portion of the aggregate Distribution Fee accrued in respect of all Class 529-B
shares of a Fund during any calendar month allocable to the Distributor or
a
Successor Distributor is determined by multiplying the total of such
Distribution Fee by the following fraction:
(A
+
C)/2
(B
+
D)/2
where:
|
A=
|
The
aggregate
Net Asset Value of all Class 529-B shares of a Fund attributed to
the
Distributor or such Successor Distributor, as the case may be, and
outstanding at the beginning of such calendar
month
|
|
B=
|
The
aggregate
Net Asset Value of all Class 529-B shares of a Fund at the beginning
of
such calendar month
|
|
C=
|
The
aggregate
Net Asset Value of all Class 529-B shares of a Fund attributed to
the
Distributor or such Successor Distributor, as the case may be, and
outstanding at the end of such calendar
month
|
|
D=
|
The
aggregate
Net Asset Value of all Class 529-B shares of a Fund at the end of
such
calendar month
|
(2) If
the Distributor reasonably determines that the transfer agent is able to produce
automated monthly reports that allocate the average Net Asset Value of the
Commission Shares (or all Class 529-B shares if available) of a Fund among
the
Distributor and any Successor Distributor in a manner consistent with the
methodology detailed in Part I and Part III(1) above, the portion of the
Distribution Fee accrued in respect of all such Class 529-B shares of a Fund
during a particular calendar month will be allocated to the Distributor or
a
Successor Distributor by multiplying the total of such Distribution Fee by
the
following fraction:
(A)/(B)
where:
|
A=
|
Average
Net
Asset Value of all such Class 529-B shares of a Fund for such calendar
month attributed to the Distributor or a Successor Distributor, as
the
case may be
|
|
B=
|
Total
average
Net Asset Value of all such Class 529-B shares of a Fund for such
calendar
month
|
PART
IV:
ADJUSTMENT OF THE DISTRIBUTOR’S ALLOCABLE PORTION AND EACH SUCCESSOR
DISTRIBUTOR’S ALLOCABLE PORTION
The
parties to the
Distribution Agreement recognize that, if the terms of any distributor's
contract, any distribution plan, any prospectus, the Conduct Rules or any other
applicable law change so as to disproportionately reduce, in a manner
inconsistent with the intent of this Distribution Agreement, the amount of
the
Distributor's Allocable Portion or any Successor Distributor's Allocable Portion
had no such change occurred, the definitions of the Distributor's Allocable
Portion and/or the Successor Distributor's Allocable Portion in respect of
the
Class 529-B shares relating to a Fund shall be adjusted by agreement among
the
relevant parties; provided, however, if the Distributor, the
Successor Distributor and the Fund cannot agree within thirty (30) days after
the date of any such change in applicable laws or in any distributor's contract,
distribution plan, prospectus or the Conduct Rules, they shall submit the
question to arbitration in accordance with the commercial arbitration rules
of
the American Arbitration Association and the decision reached by the arbitrator
shall be final and binding on each of them.
AMENDED
AND
RESTATED
PLAN
OF
DISTRIBUTION
of
[Name
of
Fund]
relating
to
its
CLASS
529-C
SHARES
WHEREAS,
[Name of
Fund] (the “Fund”) is a [Maryland corporation][Massachusetts business trust]
that offers various classes of shares of [common stock][beneficial interest];
and
WHEREAS,
American
Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund
(AFD and any such successor collectively are referred to as “Distributor”) will
serve as distributor of the shares of common stock of the Fund, and the Fund
and
Distributor are parties to a principal underwriting agreement (the “Agreement”);
and
WHEREAS,
the
purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to
bear expenses of distribution of its Class 529-C shares; and
WHEREAS,
the Board
of [Directors][Trustees] of the Fund has determined that there is a reasonable
likelihood that this Plan will benefit the Fund and its
shareholders;
NOW,
THEREFORE, the
Fund adopts this Plan as follows:
1. Payments
to Distributor. The Fund may expend pursuant to this Plan and as
set forth below an aggregate amount not to exceed 1.00% per annum of the average
net assets of the Fund’s Class 529-C shares. The categories of
expenses are as follows:
|
|
a.
|
Service
Fees. The Fund shall pay to the Distributor no more frequently
than monthly in arrears a service fee (the “Service Fee”), which shall
accrue daily in an amount equal to the daily equivalent of 0.25%
per annum
of the net asset value of the Fund’s Class 529-C shares outstanding on
each day. The Service Fee compensates the Distributor for paying
service-related expenses, including Service Fees to others in respect
of
Class 529-C shares of the Fund.
|
|
|
b.
|
Distribution
Fees. The Fund shall pay to the Distributor no more frequently
than monthly in arrears its “Allocable Portion” as described in Schedule A
to this Plan (“Allocation Schedule”), and until such time as
the Fund designates a successor to AFD as distributor, the Allocable
Portion shall equal 100% 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 Fund’s Class 529-C shares outstanding on
each day. The Distribution Fee compensates the Distributor for
providing distribution and sales-related services in respect of Class
529-C shares of the Fund.
|
The
Distributor may
sell and assign its right to its Allocable Portion (but not its obligations
to
the Fund under the Agreement) of the Distribution Fee to a third party, and
such
transfer shall be free and clear of offsets or claims the Fund may have against
the Distributor, it being understood that the Fund is not releasing the
Distributor from any of its obligations to the Fund under the Agreement or
any
of the assets the Distributor continues to own. The Fund may agree,
at the request of the Distributor, to pay the Allocable Portion of the
Distribution Fee directly to the third party transferee.
Any
Agreement
between the Fund and the Distributor relating to the Fund’s Class 529C
shares shall provide that:
|
|
(i)
|
the
Distributor will be deemed to have performed all services required
to be
performed in order to be entitled to receive its Allocable Portion
of the
Distribution Fee payable in respect of each “Commission Share” (as defined
in the Allocation Schedule) upon the settlement date of each sale
of such
Commission Share taken into account in determining such Distributor’s
Allocable Portion of the Distribution
Fee;
|
|
|
(ii)
|
notwithstanding
anything to the contrary in this Plan or the Agreement, the Fund’s
obligation to pay the Distributor its Allocable Portion of the
Distribution Fee shall not be terminated or modified (including without
limitation, by change in the rules applicable to the conversion of
the
Class 529-C shares into shares of another class) for any reason (including
a termination of this Plan or the Agreement between such Distributor
and
the Fund) except:
|
|
|
(a)
|
to
the extent
required by a change in the Investment Company Act of 1940 (the “1940
Act”), the rules and regulations under the 1940 Act, the Conduct Rules
of
the National Association of Securities Dealers, Inc. (the “NASD”), or any
judicial decisions or interpretive pronouncements by the Securities
and
Exchange Commission, which is either binding upon the Distributor
or
generally complied with by similarly situated distributors of mutual
fund
shares, in each case enacted, promulgated, or made after February
15,
2002,
|
|
|
(b)
|
on
a basis
which does not alter the Distributor’s Allocable Portion of the
Distribution Fee computed with reference to Commission Shares of
the Fund,
the Date of Original Issuance (as defined in the Allocation Schedule)
of
which occurs on or prior to the adoption of such termination or
modification and with respect to Free Shares (as defined in the Allocation
Schedule) which would be attributed to the Distributor under the
Allocation Schedule with reference to such Commission Shares,
or
|
|
|
(c)
|
in
connection
with a Complete Termination (as defined below) of this Plan by the
Fund;
|
|
|
(iii)
|
the
Fund will
not take any action to waive or change any contingent deferred sales
charge (“CDSC”) in respect of the Class 529-C shares, the Date of Original
Issuance of which occurs on or prior to the taking of such action
except
as provided in the Fund’s prospectus or statement of additional
information on the date such Commission Share was issued, without
the
consent of the Distributor or its
assigns;
|
|
|
(iv)
|
notwithstanding
anything to the contrary in this Plan or the Agreement, none of the
termination of the Distributor’s role as principal underwriter of the
Class 529-C shares of the Fund, the termination of the Agreement
or the
termination of this Plan will terminate the Distributor’s right to its
Allocable Portion of the CDSCs in respect of Class 529-C shares of
the
Fund;
|
|
|
(v)
|
except
as
provided in (ii) above and notwithstanding anything to the contrary
in
this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s
Allocable Portion of the Distribution Fees and CDSCs payable in respect
of
the Class 529-C shares of the Fund shall be absolute and unconditional
and
shall not be subject to dispute, offset, counterclaim or any defense
whatsoever, at law or equity, including, without limitation, any
of the
foregoing based on the insolvency or bankruptcy of the Distributor;
and
|
|
(vi)
|
until
the
Distributor has been paid its Allocable Portion of the Distribution
Fees
in respect of the Class 529-C shares of the Fund, the Fund will not
adopt
a plan of liquidation in respect of the Class 529-C shares without
the
consent of the Distributor and its assigns. For purposes of
this Plan, the term Allocable Portion of the Distribution Fees or
CDSCs
payable in respect of the Class 529-C shares as applied to any Distributor
shall mean the portion of such Distribution Fees or CDSCs payable
in
respect of such Class 529-C shares of the Fund allocated to the
Distributor in accordance with the Allocation Schedule as it relates
to
the Class 529-C shares of the Fund, and until such time as the Fund
designates a successor to AFD as distributor, the Allocable Portion
shall
equal 100% of the Distribution Fees and CDSCs. For purposes of
this Plan, the term “Complete Termination” in respect of this Plan as it
relates to the Class 529-C shares means a termination of this Plan
involving the complete cessation of the payment of Distribution Fees
in
respect of all Class 529-C shares, the termination of the distribution
plans and principal underwriting agreements, and the complete cessation
of
the payment of any asset based sales charge (within the meaning of
the
Conduct Rules of the NASD) or similar fees in respect of the Fund
and any
successor mutual fund or any mutual fund acquiring a substantial
portion
of the assets of the Fund (the Fund and such other mutual funds
hereinafter referred to as the “Affected Funds”) and in respect of the
Class 529-C shares and every future class of shares (other than future
classes of shares established more than one year after the date of
such
termination) which has substantially similar characteristics to the
Class
529-C shares (all such classes of shares the “Affected Classes of Shares”)
of such Affected Funds taking into account the manner of payment
and
amount of asset based sales charge, CDSC or other similar charges
borne
directly or indirectly by the holders of such shares; provided
that
|
|
|
(a)
|
the
Board of
Directors/Trustees of such Affected Funds, including the Independent
Directors/Trustees (as defined below) of the Affected Funds, shall
have
determined that such termination is in the best interest of such
Affected
Funds and the shareholders of such Affected Funds,
and
|
|
|
(b)
|
such
termination does not alter the CDSC as in effect at the time of such
termination applicable to Commission Shares of the Fund, the Date
of
Original Issuance of which occurs on or prior to such
termination.
|
Notwithstanding
the
foregoing, the Distributor will retain such fees (after all permissible payments
to third parties) only with respect to accounts to which a broker-dealer other
than the Distributor has been assigned.
2. Approval
by the Board. This Plan shall not take effect until it has been
approved, together with any related agreement, by votes of the majority of
both
(i) the Board of [Directors][Trustees] of the Fund and (ii) those
[Directors][Trustees] of the Fund who are not “interested persons” of the Fund
(as defined in the 1940 Act) and have no direct or indirect financial interest
in the operation of this Plan or any agreement related to it (the “Independent
[Directors][Trustees]”), cast in person at a meeting called for the purpose of
voting on this Plan and/or such agreement.
3. Review
of Expenditures. At least quarterly, the Board of
[Directors][Trustees] shall be provided by any person authorized to direct
the
disposition of monies paid or payable by the Fund pursuant to this Plan or
any
related agreement, and the Board shall review, a written report of the amounts
expended pursuant to this Plan and the purposes for which such expenditures
were
made.
4. Termination
of Plan. This Plan may be terminated as to the Fund’s Class 529-C
shares at any time by vote of a majority of the Independent
[Directors][Trustees], or by vote of a majority of the outstanding Class 529-C
shares of the Fund. Unless sooner terminated in accordance with this
provision, this Plan shall continue in effect until December 31,
2005. It may thereafter be continued from year to year in the manner
provided for in paragraph 2 hereof.
Notwithstanding
the
foregoing or paragraph 6, below, any amendment or termination of this Plan
shall
not affect the rights of the Distributor to receive its Allocable Portion of
the
Distribution Fee, unless the termination constitutes a Complete Termination
of
this Plan as described in paragraph 1 above.
5. Requirements
of Agreement. Any Agreement related to this Plan shall be in
writing, and shall provide:
a. that
such Agreement may be terminated as to the Fund at any time, without payment
of
any penalty by the vote of a majority of the Independent [Directors][Trustees]
or by a vote of a majority of the outstanding Class 529-C shares of the Fund,
on
not more than sixty (60) days’ written notice to any other party to the
Agreement; and
|
b.
|
that
such
Agreement shall terminate automatically in the event of its
assignment.
|
6. Amendment. This
Plan may not be amended to increase materially the maximum amount of fees or
other distribution expenses provided for in paragraph 1 hereof with respect
to
the Class 529-C shares of the Fund unless such amendment is approved by vote
of
a majority of the outstanding voting securities of the Class 529-C shares of
the
Fund and as provided in paragraph 2 hereof, and no other material amendment
to
this Plan shall be made unless approved in the manner provided for in paragraph
2 hereof.
7. Nomination
of [Directors][Trustees]. While this Plan is in effect, the
selection and nomination of Independent [Directors][Trustees] shall be committed
to the discretion of the Independent [Directors][Trustees] of the
Fund.
8. Issuance
of Series of Shares. If the Fund shall at any time issue shares
in more than one series, this Plan may be adopted, amended, continued or renewed
with respect to a series as provided herein, notwithstanding that such adoption,
amendment, continuance or renewal has not been effected with respect to any
one
or more other series of the Fund.
9. Record
Retention. The Fund shall preserve copies of this Plan and any
related agreement and all reports made pursuant to paragraph 3 hereof for not
less than six (6) years from the date of this Plan, or such agreement or
reports, as the case may be, the first two (2) years of which such records
shall
be stored in an easily accessible place.
IN
WITNESS WHEREOF,
the Fund has caused this Plan to be executed by its officers thereunto duly
authorized, as of [date], 2005.
[Name of Fund]
By
______________________________
By
______________________________
FORM
OF
SCHEDULE
A
to
the
Plan
of
Distribution of
[Name
of
Fund]
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.
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 529C 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 529C 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 529C share of the Fund, other than a
Commission Share (including, without limitation, any 529C 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-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 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-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 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.
(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-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.
(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 determine
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.
Form
of
AMENDED
AND
RESTATED
PLAN
OF
DISTRIBUTION
of
[Name
of
Fund]
relating
to
its
CLASS
529-E
SHARES
WHEREAS,
[Name of
Fund] (the “Fund”) is a [Maryland corporation][Massachusetts business trust]
that offers various classes of shares of [common stock][beneficial interest];
and
WHEREAS,
American
Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund
(AFD and any such successor collectively are referred to as “Distributor”) will
serve as distributor of the shares of common stock of the Fund, and the Fund
and
Distributor are parties to a principal underwriting agreement (the “Agreement”);
and
WHEREAS,
the
purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to
bear expenses of distribution of its Class 529-E shares; and
WHEREAS,
the Board
of [Directors][Trustees] of the Fund has determined that there is a reasonable
likelihood that this Plan will benefit the Fund and its
shareholders;
NOW,
THEREFORE, the
Fund adopts this Plan as follows:
1. Payments
to Distributor. The Fund may expend pursuant to this Plan and as
set forth below an aggregate amount not to exceed 0.75% per annum of the average
net assets of the Fund’s Class 529-E shares.
The
categories
of expenses permitted under this Plan include service fees (“Service
Fees”) in an amount not to exceed 0.25%, and distribution fees (“Distribution
Fees”) in an amount not to exceed 0.50%, each such percentage being per annum of
the average net assets of the Fund’s Class 529-E shares. The actual amounts paid
shall be determined by the Board of [Directors][Trustees]. The
Service Fee compensates the Distributor for service-related expenses, including
paying Service Fees to others in respect of Class 529-E shares of the Fund.
The
Distribution Fee compensates the Distributor for providing distribution services
in respect of Class 529-E shares of the Fund.
Notwithstanding
the
foregoing, the Distributor will retain such fees (after all permissible payments
to third parties) only with respect to accounts to which a broker-dealer other
than the Distributor has been assigned.
2. Approval
by the Board. This Plan shall not take effect until it has been
approved, together with any related agreement, by votes of the majority of
both
(i) the Board of [Directors][Trustees] of the Fund and (ii) those
[Directors][Trustees] of the Fund who are not “interested persons” of the Fund
(as defined in the Investment Company Act of 1940) and have no direct or
indirect financial interest in the operation of this Plan or any agreement
related to it (the “Independent [Directors][Trustees]”), cast in person at a
meeting called for the purpose of voting on this Plan and/or such
agreement.
3. Review
of Expenditures. At least quarterly, the Board of
[Directors][Trustees] shall be provided by any person authorized to direct
the
disposition of monies paid or payable by the Fund pursuant to this Plan or
any
related agreement, and the Board shall review, a written report of the amounts
expended pursuant to this Plan and the purposes for which such expenditures
were
made.
4. Termination
of Plan. This Plan may be terminated as to the Fund’s Class 529-E
shares at any time by vote of a majority of the Independent
[Directors][Trustees], or by vote of a majority of the outstanding Class 529-E
shares of the Fund. Unless sooner terminated in accordance with this
provision, this Plan shall continue in effect until December 31,
2005. It may thereafter be continued from year to year in the manner
provided for in paragraph 2 hereof.
5. Requirements
of Agreement. Any Agreement related to this Plan shall be in
writing, and shall provide:
a. that
such Agreement may be terminated as to the Fund at any time, without payment
of
any penalty by the vote of a majority of the Independent [Directors][Trustees]
or by a vote of a majority of the outstanding Class 529-E shares of the Fund,
on
not more than sixty (60) days’ written notice to any other party to the
Agreement; and
b. that
such Agreement shall terminate automatically in the event of its
assignment.
6. Amendment. This
Plan may not be amended to increase materially the maximum amount of fees or
other distribution expenses provided for in paragraph 1 hereof with respect
to
the Class 529-E shares of the Fund unless such amendment is approved by vote
of
a majority of the outstanding voting securities of the Class 529-E shares of
the
Fund and as provided in paragraph 2 hereof, and no other material amendment
to
this Plan shall be made unless approved in the manner provided for in paragraph
2 hereof.
7. Nomination
of [Directors][Trustees]. While this Plan is in effect, the
selection and nomination of Independent [Directors][Trustees] shall be committed
to the discretion of the Independent [Directors][Trustees] of the
Fund.
8. Issuance
of Series of Shares. If the Fund shall at any time issue shares
in more than one series, this Plan may be adopted, amended, continued or renewed
with respect to a series as provided herein, notwithstanding that such adoption,
amendment, continuance or renewal has not been effected with respect to any
one
or more other series of the Fund.
9. Record
Retention. The Fund shall preserve copies of this Plan and any
related agreement and all reports made pursuant to paragraph 3 hereof for not
less than six (6) years from the date of this Plan, or such agreement or
reports, as the case may be, the first two (2) years of which such records
shall
be stored in an easily accessible place.
IN
WITNESS WHEREOF,
the Fund has caused this Plan to be executed by its officers thereunto duly
authorized, as of [ date ], 2005.
[Name of Fund]
By
______________________________
By
______________________________
Form
of
AMENDED
AND
RESTATED
PLAN
OF
DISTRIBUTION
of
[Name
of
Fund]
relating
to
its
CLASS
529-F
SHARES
WHEREAS,
[Name of
Fund] (the “Fund”) is a [Maryland corporation][Massachusetts business trust]
that offers various classes of shares of [common stock][beneficial interest];
and
WHEREAS,
American
Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund
(AFD and any such successor collectively are referred to as “Distributor”) will
serve as distributor of the shares of common stock of the Fund, and the Fund
and
Distributor are parties to a principal underwriting agreement (the “Agreement”);
and
WHEREAS,
the
purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to
bear expenses of distribution of its Class 529-F shares; and
WHEREAS,
the Board
of [Directors][Trustees] of the Fund has determined that there is a reasonable
likelihood that this Plan will benefit the Fund and its
shareholders;
NOW,
THEREFORE, the
Fund adopts this Plan as follows:
1. Payments
to Distributor. The Fund may expend pursuant to this Plan and as
set forth below an aggregate amount not to exceed 0.50% per annum of the average
net assets of the Fund’s Class 529-F shares.
The
categories
of expenses permitted under this Plan include service fees (“Service
Fees”) in an amount not to exceed 0.25%, and distribution fees (“Distribution
Fees”) in an amount not to exceed 0.25%, each such percentage being per annum of
the average net assets of the Fund’s Class 529-F shares. The actual amounts paid
shall be determined by the Board of [Directors][Trustees]. The
Service Fee compensates the Distributor for service-related expenses, including
paying Service Fees to others in respect of Class 529-F shares of the Fund.
The
Distribution Fee compensates the Distributor for providing distribution services
in respect of Class 529-F shares of the Fund.
Notwithstanding
the
foregoing, the Distributor will retain such fees (after all permissible payments
to third parties) only with respect to accounts to which a broker-dealer other
than the Distributor has been assigned.
2. Approval
by the Board. This Plan shall not take effect until it has been
approved, together with any related agreement, by votes of the majority of
both
(i) the Board of [Directors][Trustees] of the Fund and (ii) those
[Directors][Trustees] of the Fund who are not “interested persons” of the Fund
(as defined in the Investment Company Act of 1940) and have no direct or
indirect financial interest in the operation of this Plan or any agreement
related to it (the “Independent [Directors][Trustees]”), cast in person at a
meeting called for the purpose of voting on this Plan and/or such
agreement.
3. Review
of Expenditures. At least quarterly, the Board of
[Directors][Trustees] shall be provided by any person authorized to direct
the
disposition of monies paid or payable by the Fund pursuant to this Plan or
any
related agreement, and the Board shall review, a written report of the amounts
expended pursuant to this Plan and the purposes for which such expenditures
were
made.
4. Termination
of Plan. This Plan may be terminated as to the Fund’s Class 529-F
shares at any time by vote of a majority of the Independent
[Directors][Trustees], or by vote of a majority of the outstanding Class 529-F
shares of the Fund. Unless sooner terminated in accordance with this
provision, this Plan shall continue in effect until December 31,
2005. It may thereafter be continued from year to year in the manner
provided for in paragraph 2 hereof.
5. Requirements
of Agreement. Any Agreement related to this Plan shall be in
writing, and shall provide:
a. that
such Agreement may be terminated as to the Fund at any time, without payment
of
any penalty by the vote of a majority of the Independent [Directors][Trustees]
or by a vote of a majority of the outstanding Class 529-F shares of the Fund,
on
not more than sixty (60) days’ written notice to any other party to the
Agreement; and
b. that
such Agreement shall terminate automatically in the event of its
assignment.
6. Amendment. This
Plan may not be amended to increase materially the maximum amount of fees or
other distribution expenses provided for in paragraph 1 hereof with respect
to
the Class 529-F shares of the Fund unless such amendment is approved by vote
of
a majority of the outstanding voting securities of the Class 529-F shares of
the
Fund and as provided in paragraph 2 hereof, and no other material amendment
to
this Plan shall be made unless approved in the manner provided for in paragraph
2 hereof.
7. Nomination
of [Directors][Trustees]. While this Plan is in effect, the
selection and nomination of Independent [Directors][Trustees] shall be committed
to the discretion of the Independent [Directors][Trustees] of the
Fund.
8. Issuance
of Series of Shares. If the Fund shall at any time issue shares
in more than one series, this Plan may be adopted, amended, continued or renewed
with respect to a series as provided herein, notwithstanding that such adoption,
amendment, continuance or renewal has not been effected with respect to any
one
or more other series of the Fund.
9. Record
Retention. The Fund shall preserve copies of this Plan and any
related agreement and all reports made pursuant to paragraph 3 hereof for not
less than six (6) years from the date of this Plan, or such agreement or
reports, as the case may be, the first two (2) years of which such records
shall
be stored in an easily accessible place.
IN
WITNESS WHEREOF,
the Fund has caused this Plan to be executed by its officers thereunto duly
authorized, as of [ date ], 2005.
[Name of Fund]
By
______________________________
By
______________________________
Form
of
AMENDED
AND
RESTATED
PLAN
OF
DISTRIBUTION
of
[Name
of
Fund]
relating
to
its
CLASS
R-1
SHARES
WHEREAS,
[Name of
Fund] (the “Fund”) is a [Maryland corporation][Massachusetts business trust]
that offers various classes of shares of [common stock][beneficial interest];
and
WHEREAS,
American
Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund
(AFD and any such successor collectively are referred to as “Distributor”) will
serve as distributor of the shares of common stock of the Fund, and the Fund
and
Distributor are parties to a principal underwriting agreement (the “Agreement”);
and
WHEREAS,
the
purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to
bear expenses of distribution of its Class R-1 shares; and
WHEREAS,
the Board
of [Directors][Trustees] of the Fund has determined that there is a reasonable
likelihood that this Plan will benefit the Fund and its
shareholders;
NOW,
THEREFORE, the
Fund adopts this Plan as follows:
1. Payments
to Distributor. The Fund may expend pursuant to this Plan and as
set forth below an aggregate amount not to exceed 1.00% per annum of the average
net assets of the Fund’s Class R-1 shares.
The
categories
of expenses permitted under this Plan include service fees (“Service
Fees”) in an amount not to exceed 0.25%, and distribution fees (“Distribution
Fees”) in an amount not to exceed 0.75%, each such percentage being per annum of
the average net assets of the Fund’s Class R-1 shares. The actual amounts paid
shall be determined by the Board of [Directors][Trustees]. The
Service Fee compensates the Distributor for service-related expenses, including
paying Service Fees to others in respect of Class R-1 shares of the Fund. The
Distribution Fee compensates the Distributor for providing distribution services
in respect of Class R-1 shares of the Fund.
Notwithstanding
the
foregoing, the Distributor will retain such fees (after all permissible payments
to third parties) only with respect to accounts to which a broker-dealer other
than the Distributor has been assigned.
2. Approval
by the Board. This Plan shall not take effect until it has been
approved, together with any related agreement, by votes of the majority of
both
(i) the Board of [Directors][Trustees] of the Fund and (ii) those
[Directors][Trustees] of the Fund who are not “interested persons” of the Fund
(as defined in the Investment Company Act of 1940) and have no direct or
indirect financial interest in the operation of this Plan or any agreement
related to it (the “Independent [Directors][Trustees]”), cast in person at a
meeting called for the purpose of voting on this Plan and/or such
agreement.
3. Review
of Expenditures. At least quarterly, the Board of
[Directors][Trustees] shall be provided by any person authorized to direct
the
disposition of monies paid or payable by the Fund pursuant to this Plan or
any
related agreement, and the Board shall review, a written report of the amounts
expended pursuant to this Plan and the purposes for which such expenditures
were
made.
4. Termination
of Plan. This Plan may be terminated as to the Fund’s Class R-1
shares at any time by vote of a majority of the Independent
[Directors][Trustees], or by vote of a majority of the outstanding Class R-1
shares of the Fund. Unless sooner terminated in accordance with this
provision, this Plan shall continue in effect until December 31,
2005. It may thereafter be continued from year to year in the manner
provided for in paragraph 2 hereof.
5. Requirements
of Agreement. Any Agreement related to this Plan shall be in
writing, and shall provide:
a. that
such Agreement may be terminated as to the Fund at any time, without payment
of
any penalty by the vote of a majority of the Independent [Directors][Trustees]
or by a vote of a majority of the outstanding Class R-1 shares of the Fund,
on
not more than sixty (60) days’ written notice to any other party to the
Agreement; and
b. that
such Agreement shall terminate automatically in the event of its
assignment.
6. Amendment. This
Plan may not be amended to increase materially the maximum amount of fees or
other distribution expenses provided for in paragraph 1 hereof with respect
to
the Class R-1 shares of the Fund unless such amendment is approved by vote
of a
majority of the outstanding voting securities of the Class R-1 shares of the
Fund and as provided in paragraph 2 hereof, and no other material amendment
to
this Plan shall be made unless approved in the manner provided for in paragraph
2 hereof.
7. Nomination
of [Directors][Trustees]. While this Plan is in effect, the
selection and nomination of Independent [Directors][Trustees] shall be committed
to the discretion of the Independent [Directors][Trustees] of the
Fund.
8. Issuance
of Series of Shares. If the Fund shall at any time issue shares
in more than one series, this Plan may be adopted, amended, continued or renewed
with respect to a series as provided herein, notwithstanding that such adoption,
amendment, continuance or renewal has not been effected with respect to any
one
or more other series of the Fund.
9. Record
Retention. The Fund shall preserve copies of this Plan and any
related agreement and all reports made pursuant to paragraph 3 hereof for not
less than six (6) years from the date of this Plan, or such agreement or
reports, as the case may be, the first two (2) years of which such records
shall
be stored in an easily accessible place.
IN
WITNESS WHEREOF,
the Fund has caused this Plan to be executed by its officers thereunto duly
authorized, as of [ date ], 2005.
[Name of Fund]
By
______________________________
By
______________________________
Form
of
AMENDED
AND
RESTATED
PLAN
OF
DISTRIBUTION
of
[Name
of
Fund]
relating
to
its
CLASS
R-2
SHARES
WHEREAS,
[Name of
Fund] (the “Fund”) is a [Maryland corporation][Massachusetts business trust]
that offers various classes of shares of [common stock][beneficial interest];
and
WHEREAS,
American
Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund
(AFD and any such successor collectively are referred to as “Distributor”) will
serve as distributor of the shares of common stock of the Fund, and the Fund
and
Distributor are parties to a principal underwriting agreement (the “Agreement”);
and
WHEREAS,
the
purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to
bear expenses of distribution of its Class R-2 shares; and
WHEREAS,
the Board
of [Directors][Trustees] of the Fund has determined that there is a reasonable
likelihood that this Plan will benefit the Fund and its
shareholders;
NOW,
THEREFORE, the
Fund adopts this Plan as follows:
1. Payments
to Distributor. The Fund may expend pursuant to this Plan and as
set forth below an aggregate amount not to exceed 1.00% per annum of the average
net assets of the Fund’s Class R-2 shares.
The
categories
of expenses permitted under this Plan include service fees (“Service
Fees”) in an amount not to exceed 0.25%, and distribution fees (“Distribution
Fees”) in an amount not to exceed 0.75%, each such percentage being per annum of
the average net assets of the Fund’s Class R-2 shares. The actual amounts paid
shall be determined by the Board of [Directors][Trustees]. The
Service Fee compensates the Distributor for service-related expenses, including
paying Service Fees to others in respect of Class R-2 shares of the Fund. The
Distribution Fee compensates the Distributor for providing distribution services
in respect of Class R-2 shares of the Fund.
Notwithstanding
the
foregoing, the Distributor will retain such fees (after all permissible payments
to third parties) only with respect to accounts to which a broker-dealer other
than the Distributor has been assigned.
2. Approval
by the Board. This Plan shall not take effect until it has been
approved, together with any related agreement, by votes of the majority of
both
(i) the Board of [Directors][Trustees] of the Fund and (ii) those
[Directors][Trustees] of the Fund who are not “interested persons” of the Fund
(as defined in the Investment Company Act of 1940) and have no direct or
indirect financial interest in the operation of this Plan or any agreement
related to it (the “Independent [Directors][Trustees]”), cast in person at a
meeting called for the purpose of voting on this Plan and/or such
agreement.
3. Review
of Expenditures. At least quarterly, the Board of
[Directors][Trustees] shall be provided by any person authorized to direct
the
disposition of monies paid or payable by the Fund pursuant to this Plan or
any
related agreement, and the Board shall review, a written report of the amounts
expended pursuant to this Plan and the purposes for which such expenditures
were
made.
4. Termination
of Plan. This Plan may be terminated as to the Fund’s Class R-2
shares at any time by vote of a majority of the Independent
[Directors][Trustees], or by vote of a majority of the outstanding Class R-2
shares of the Fund. Unless sooner terminated in accordance with this
provision, this Plan shall continue in effect until December 31,
2005. It may thereafter be continued from year to year in the manner
provided for in paragraph 2 hereof.
5. Requirements
of Agreement. Any Agreement related to this Plan shall be in
writing, and shall provide:
a. that
such Agreement may be terminated as to the Fund at any time, without payment
of
any penalty by the vote of a majority of the Independent [Directors][Trustees]
or by a vote of a majority of the outstanding Class R-2 shares of the Fund,
on
not more than sixty (60) days’ written notice to any other party to the
Agreement; and
b. that
such Agreement shall terminate automatically in the event of its
assignment.
6. Amendment. This
Plan may not be amended to increase materially the maximum amount of fees or
other distribution expenses provided for in paragraph 1 hereof with respect
to
the Class R-2 shares of the Fund unless such amendment is approved by vote
of a
majority of the outstanding voting securities of the Class R-2 shares of the
Fund and as provided in paragraph 2 hereof, and no other material amendment
to
this Plan shall be made unless approved in the manner provided for in paragraph
2 hereof.
7. Nomination
of [Directors][Trustees]. While this Plan is in effect, the
selection and nomination of Independent [Directors][Trustees] shall be committed
to the discretion of the Independent [Directors][Trustees] of the
Fund.
8. Issuance
of Series of Shares. If the Fund shall at any time issue shares
in more than one series, this Plan may be adopted, amended, continued or renewed
with respect to a series as provided herein, notwithstanding that such adoption,
amendment, continuance or renewal has not been effected with respect to any
one
or more other series of the Fund.
9. Record
Retention. The Fund shall preserve copies of this Plan and any
related agreement and all reports made pursuant to paragraph 3 hereof for not
less than six (6) years from the date of this Plan, or such agreement or
reports, as the case may be, the first two (2) years of which such records
shall
be stored in an easily accessible place.
IN
WITNESS WHEREOF,
the Fund has caused this Plan to be executed by its officers thereunto duly
authorized, as of October 1, 2005.
[Name of Fund]
Form of
By
______________________________
By
______________________________
Form of
AMENDED
AND
RESTATED
PLAN
OF
DISTRIBUTION
of
[Name
of
Fund]
relating
to
its
CLASS
R-3
SHARES
WHEREAS,
[Name of
Fund] (the “Fund”) is a [Maryland corporation][Massachusetts business trust]
that offers various classes of shares of [common stock][beneficial interest];
and
WHEREAS,
American
Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund
(AFD and any such successor collectively are referred to as “Distributor”) will
serve as distributor of the shares of common stock of the Fund, and the Fund
and
Distributor are parties to a principal underwriting agreement (the “Agreement”);
and
WHEREAS,
the
purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to
bear expenses of distribution of its Class R-3 shares; and
WHEREAS,
the Board
of [Directors][Trustees] of the Fund has determined that there is a reasonable
likelihood that this Plan will benefit the Fund and its
shareholders;
NOW,
THEREFORE, the
Fund adopts this Plan as follows:
1. Payments
to Distributor. The Fund may expend pursuant to this Plan and as
set forth below an aggregate amount not to exceed 0.75% per annum of the average
net assets of the Fund’s Class R-3 shares.
The
categories
of expenses permitted under this Plan include service fees (“Service
Fees”) in an amount not to exceed 0.25%, and distribution fees (“Distribution
Fees”) in an amount not to exceed 0.50%, each such percentage being per annum of
the average net assets of the Fund’s Class R-3 shares. The actual amounts paid
shall be determined by the Board of [Directors][Trustees]. The
Service Fee compensates the Distributor for service-related expenses, including
paying Service Fees to others in respect of Class R-3 shares of the Fund. The
Distribution Fee compensates the Distributor for providing distribution services
in respect of Class R-3 shares of the Fund.
Notwithstanding
the
foregoing, the Distributor will retain such fees (after all permissible payments
to third parties) only with respect to accounts to which a broker-dealer other
than the Distributor has been assigned.
2. Approval
by the Board. This Plan shall not take effect until it has been
approved, together with any related agreement, by votes of the majority of
both
(i) the Board of [Directors][Trustees] of the Fund and (ii) those
[Directors][Trustees] of the Fund who are not “interested persons” of the Fund
(as defined in the Investment Company Act of 1940) and have no direct or
indirect financial interest in the operation of this Plan or any agreement
related to it (the “Independent [Directors][Trustees]”), cast in person at a
meeting called for the purpose of voting on this Plan and/or such
agreement.
3. Review
of Expenditures. At least quarterly, the Board of
[Directors][Trustees] shall be provided by any person authorized to direct
the
disposition of monies paid or payable by the Fund pursuant to this Plan or
any
related agreement, and the Board shall review, a written report of the amounts
expended pursuant to this Plan and the purposes for which such expenditures
were
made.
4. Termination
of Plan. This Plan may be terminated as to the Fund’s Class R-3
shares at any time by vote of a majority of the Independent
[Directors][Trustees], or by vote of a majority of the outstanding Class R-3
shares of the Fund. Unless sooner terminated in accordance with this
provision, this Plan shall continue in effect until December 31,
2005. It may thereafter be continued from year to year in the manner
provided for in paragraph 2 hereof.
5. Requirements
of Agreement. Any Agreement related to this Plan shall be in
writing, and shall provide:
a. that
such Agreement may be terminated as to the Fund at any time, without payment
of
any penalty by the vote of a majority of the Independent [Directors][Trustees]
or by a vote of a majority of the outstanding Class R-3 shares of the Fund,
on
not more than sixty (60) days’ written notice to any other party to the
Agreement; and
b. that
such Agreement shall terminate automatically in the event of its
assignment.
6. Amendment. This
Plan may not be amended to increase materially the maximum amount of fees or
other distribution expenses provided for in paragraph 1 hereof with respect
to
the Class R-3 shares of the Fund unless such amendment is approved by vote
of a
majority of the outstanding voting securities of the Class R-3 shares of the
Fund and as provided in paragraph 2 hereof, and no other material amendment
to
this Plan shall be made unless approved in the manner provided for in paragraph
2 hereof.
7. Nomination
of [Directors][Trustees]. While this Plan is in effect, the
selection and nomination of Independent [Directors][Trustees] shall be committed
to the discretion of the Independent [Directors][Trustees] of the
Fund.
8. Issuance
of Series of Shares. If the Fund shall at any time issue shares
in more than one series, this Plan may be adopted, amended, continued or renewed
with respect to a series as provided herein, notwithstanding that such adoption,
amendment, continuance or renewal has not been effected with respect to any
one
or more other series of the Fund.
9. Record
Retention. The Fund shall preserve copies of this Plan and any
related agreement and all reports made pursuant to paragraph 3 hereof for not
less than six (6) years from the date of this Plan, or such agreement or
reports, as the case may be, the first two (2) years of which such records
shall
be stored in an easily accessible place.
IN
WITNESS WHEREOF,
the Fund has caused this Plan to be executed by its officers thereunto duly
authorized, as of [ date ], 2005.
[Name of Fund]
By
______________________________
By
______________________________
Form
of
AMENDED
AND
RESTATED
PLAN
OF
DISTRIBUTION
of
[Name
of
Fund]
relating
to
its
CLASS
R-4
SHARES
WHEREAS,
[Name of
Fund] (the “Fund”) is a [Maryland corporation][Massachusetts business trust]
that offers various classes of shares of [common stock][beneficial interest];
and
WHEREAS,
American
Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund
(AFD and any such successor collectively are referred to as “Distributor”) will
serve as distributor of the shares of common stock of the Fund, and the Fund
and
Distributor are parties to a principal underwriting agreement (the “Agreement”);
and
WHEREAS,
the
purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to
bear expenses of distribution of its Class R-4 shares; and
WHEREAS,
the Board
of [Directors][Trustees] of the Fund has determined that there is a reasonable
likelihood that this Plan will benefit the Fund and its
shareholders;
NOW,
THEREFORE, the
Fund adopts this Plan as follows:
1. Payments
to Distributor. The Fund may expend pursuant to this Plan and as
set forth below an aggregate amount not to exceed 0.50% per annum of the average
net assets of the Fund’s Class R-4 shares.
The
categories
of expenses permitted under this Plan include service fees (“Service
Fees”) in an amount not to exceed 0.25%, and distribution fees (“Distribution
Fees”) in an amount not to exceed 0.25%, each such percentage being per annum of
the average net assets of the Fund’s Class R-4 shares. The actual amounts paid
shall be determined by the Board of [Directors][Trustees]. The
Service Fee compensates the Distributor for service-related expenses, including
paying Service Fees to others in respect of Class R-4 shares of the Fund. The
Distribution Fee compensates the Distributor for providing distribution services
in respect of Class R-4 shares of the Fund.
Notwithstanding
the
foregoing, the Distributor will retain such fees (after all permissible payments
to third parties) only with respect to accounts to which a broker-dealer other
than the Distributor has been assigned.
2 Approval
by the Board. This Plan shall not take effect until it has been
approved, together with any related agreement, by votes of the majority of
both
(i) the Board of [Directors][Trustees] of the Fund and (ii) those
[Directors][Trustees] of the Fund who are not “interested persons” of the Fund
(as defined in the Investment Company Act of 1940) and have no direct or
indirect financial interest in the operation of this Plan or any agreement
related to it (the “Independent [Directors][Trustees]”), cast in person at a
meeting called for the purpose of voting on this Plan and/or such
agreement.
3. Review
of Expenditures. At least quarterly, the Board of
[Directors][Trustees] shall be provided by any person authorized to direct
the
disposition of monies paid or payable by the Fund pursuant to this Plan or
any
related agreement, and the Board shall review, a written report of the amounts
expended pursuant to this Plan and the purposes for which such expenditures
were
made.
4. Termination
of Plan. This Plan may be terminated as to the Fund’s Class R-4
shares at any time by vote of a majority of the Independent
[Directors][Trustees], or by vote of a majority of the outstanding Class R-4
shares of the Fund. Unless sooner terminated in accordance with this
provision, this Plan shall continue in effect until December 31,
2005. It may thereafter be continued from year to year in the manner
provided for in paragraph 2 hereof.
5. Requirements
of Agreement. Any Agreement related to this Plan shall be in
writing, and shall provide:
a. that
such Agreement may be terminated as to the Fund at any time, without payment
of
any penalty by the vote of a majority of the Independent [Directors][Trustees]
or by a vote of a majority of the outstanding Class R-4 shares of the Fund,
on
not more than sixty (60) days’ written notice to any other party to the
Agreement; and
b. that
such Agreement shall terminate automatically in the event of its
assignment.
6. Amendment. This
Plan may not be amended to increase materially the maximum amount of fees or
other distribution expenses provided for in paragraph 1 hereof with respect
to
the Class R-4 shares of the Fund unless such amendment is approved by vote
of a
majority of the outstanding voting securities of the Class R-4 shares of the
Fund and as provided in paragraph 2 hereof, and no other material amendment
to
this Plan shall be made unless approved in the manner provided for in paragraph
2 hereof.
7. Nomination
of [Directors][Trustees]. While this Plan is in effect, the
selection and nomination of Independent [Directors][Trustees] shall be committed
to the discretion of the Independent [Directors][Trustees] of the
Fund.
8. Issuance
of Series of Shares. If the Fund shall at any time issue shares
in more than one series, this Plan may be adopted, amended, continued or renewed
with respect to a series as provided herein, notwithstanding that such adoption,
amendment, continuance or renewal has not been effected with respect to any
one
or more other series of the Fund.
9. Record
Retention. The Fund shall preserve copies of this Plan and any
related agreement and all reports made pursuant to paragraph 3 hereof for not
less than six (6) years from the date of this Plan, or such agreement or
reports, as the case may be, the first two (2) years of which such records
shall
be stored in an easily accessible place.
IN
WITNESS WHEREOF,
the Fund has caused this Plan to be executed by its officers thereunto duly
authorized, as of [ date ], 2005.
[Name of Fund]
By
______________________________
By
______________________________
