PLAN OF DISTRIBUTION
OF
__________________________________
RELATING TO ITS
CLASS C SHARES
WHEREAS, __________________________ (the "Fund") is a Massachusetts Business
Trust that offers four classes of shares of common stock, designated as Class A
shares, Class B shares, Class C shares and Class F 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 C shares; and
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. 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 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 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.
Exhibit (m)
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 Trustees of such Affected Funds, including the Independent
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.
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 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 "Independent 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 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 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 ________________. 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 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 TRUSTEES. While this Plan is in effect, the selection and
nomination of Independent Trustees shall be committed to the discretion of the
Independent 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 ______________, 2001.
_________________________________
By ______________________________
By ______________________________
SCHEDULE A
TO THE
PLAN OF DISTRIBUTION OF
_____________________________
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.
PLAN OF DISTRIBUTION
OF
__________________________________
RELATING TO ITS
CLASS F SHARES
WHEREAS, __________________________ (the "Fund") is a Massachusetts Business
Trust that offers four classes of shares of common stock, designated as Class A
shares, Class B shares, Class C shares and Class F 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 F shares; and
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. 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 Trustees.
The Service Fee compensates the Distributor for prservice-related expenses,
including, paying Service Fees to othersoviding services 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.
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 Trustees of the Fund and (ii) those 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 Trustees"), cast
in person at a meeting called for the purpose of voting on this Plan and/or
such agreement.
Exhibit (m)
3. REVIEW OF EXPENDITURES. 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 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 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 ________________. 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 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 TRUSTEES. While this Plan is in effect, the selection and
nomination of Independent Trustees shall be committed to the discretion of the
Independent 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 ______________, 2001.
_________________________________
By ______________________________
By ______________________________
