SEC File Nos. 333-152323
811-22215


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
__________________

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No.    4    (X)

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No.    6    (X)
__________________

INTERNATIONAL GROWTH AND INCOME FUND
(Exact Name of Registrant as Specified in Charter)

One Market, Steuart Tower, Suite 1800, San Francisco, California 94105-1409
(Address of Principal Executive Offices) (ZIP Code)

Registrant's Telephone Number, Including Area Code:  (415) 421-9360
__________________

Patrick F. Quan
Secretary
International Growth and Income Fund
One Market
Steuart Tower, Suite 1800
San Francisco, California 94105-1409

Copy to:

Michael Glazer
Bingham McCutchen LLP
 355 South Grand Avenue, Suite 4400
Los Angeles, CA 90071-3106
(Counsel for the Registrant)
__________________

Approximate date of proposed public offering:

[X] It is proposed that this filing will become effective on March 1, 2010, pursuant to paragraph (b) of Rule 485.

Pursuant to Rule 414 under the Securities Act of 1933, International Growth and Income Fund, a Delaware statutory trust, as successor of International Growth and Income Fund, Inc., a Maryland corporation, is filing this amendment to the registration statement of International Growth and Income Fund, and expressly adopts the registration statement of International Growth and Income Fund, Inc. as its own for all purposes of the Securities Act of 1933, as amended and the Investment Company Act of 1940, as amended.
 
 
 
..
 
<PAGE>





[logo - American Funds /(R)/]             The right choice for the long term/(R)/

International Growth
and Income Fund/SM/







CLASS    TICKER   F-1....  IGIFX    529-C..  CIICX
A......  IGAAX    F-2....  IGFFX    529-E..  CGIEX
B......  IGIBX    529-A..  CGIAX    529-F-1  CGIFX
C......  IGICX    529-B..  CGIBX







 PROSPECTUS






 March 1, 2010






TABLE OF CONTENTS

 1   Investment objective
 1   Fees and expenses of the fund
 3   Principal investment strategies
 3   Principal risks
 4   Investment results
 6   Management
 6   Purchase and sale of fund shares
 7   Tax information
 7   Payments to broker-dealers and other financial
     intermediaries
 8   Investment objective, strategies and risks
 9   Additional investment results
11   Management and organization
14   Shareholder information
15   Choosing a share class
19   Purchase, exchange and sale of shares
24   Sales charges
27   Sales charge reductions and waivers
31   Rollovers from retirement plans to IRAs
31   Plans of distribution
32   Other compensation to dealers
33   How to sell shares
35   Distributions and taxes
36   Financial highlights




 THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF
 THESE SECURITIES. FURTHER, IT HAS NOT DETERMINED THAT THIS PROSPECTUS IS
 ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
 OFFENSE.


<PAGE>

[This page is intentionally left blank for this filing.]

<PAGE>

Investment objective

The fund's investment objective is to provide you with long-term growth of
capital while providing current income.

Fees and expenses of the fund

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund. You may qualify for sales charge discounts if you and your
family invest, or agree to invest in the future, at least $25,000 in American
Funds. More information about these and other discounts is available from your
financial professional and in the "Sales charge reductions and waivers" section
on page 27 of the prospectus and on page 54 of the fund's statement of
additional information.




<SHAREHOLDER FEES
 (fees paid directly from your investment)
----------------------------------------------------SHARE CLASSES--------------

                                         -----------------------------F-1, F-2-
                                         A AND  B AND  C AND            AND
                                         529-A  529-B  529-C  529-E   529-F-1

-------------------------------------------------------------------------------

 Maximum sales charge (load) imposed on  5.75%  none   none   none      none
 purchases (as a percentage of offering
 price)
-------------------------------------------------------------------------------
 Maximum deferred sales charge (load)    none   5.00%  1.00%  none      none
 (as a percentage of the amount
 redeemed)
-------------------------------------------------------------------------------
 Maximum sales charge (load) imposed on  none   none   none   none      none
 reinvested dividends
-------------------------------------------------------------------------------
 Redemption or exchange fees             none   none   none   none      none
-------------------------------------------------------------------------------
 Maximum annual account fee               $10    $10    $10    $10      $10
 (529 share classes only)







 ANNUAL FUND OPERATING EXPENSES
 (expenses that you pay each year as a percentage of the value of your
 investment)
--------------------------------------------------SHARE CLASSES----------------



                                     --A-------B-------C------F-1-------F-2----

-------------------------------------------------------------------------------

 Management fees                     0.61%   0.61%   0.61%   0.61%     0.61%
-------------------------------------------------------------------------------
 Distribution and/or service         0.30    1.00    1.00    0.25      none
 (12b-1) fees
-------------------------------------------------------------------------------
 Other expenses/*/                   0.20    0.20    0.23    0.21      0.21
-------------------------------------------------------------------------------
 Total annual fund operating         1.11    1.81    1.84    1.07      0.82
 expenses
                                     529-A   529-B   529-C   529-E    529-F-1
-------------------------------------------------------------------------------
 Management fees                     0.61%   0.61%   0.61%   0.61%     0.61%
-------------------------------------------------------------------------------
 Distribution and/or service         0.30    1.00    1.00    0.50      0.00
 (12b-1) fees
-------------------------------------------------------------------------------
 Other expenses/*/                   0.29    0.32    0.30    0.28      0.29
-------------------------------------------------------------------------------
 Total annual fund operating         1.20    1.93    1.91    1.39      0.90
 expenses





                                       1

                              International Growth and Income Fund / Prospectus
<PAGE>

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year, that all
dividends and capital gain distributions are reinvested, and that the fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:





 SHARE CLASSES                   1 YEAR  3 YEARS  5 YEARS   10 YEARS
---------------------------------------------------------------------

 A                                $682   $  908   $1,151     $1,849
---------------------------------------------------------------------
 B                                 684      969    1,180      1,943
---------------------------------------------------------------------
 C                                 287      579      995      2,159
---------------------------------------------------------------------
 F-1                               109      340      590      1,306
---------------------------------------------------------------------
 F-2                                84      262      455      1,014
---------------------------------------------------------------------
 529-A                             710      973    1,255      2,048
---------------------------------------------------------------------
 529-B                             716    1,045    1,298      2,163
---------------------------------------------------------------------
 529-C                             314      639    1,088      2,330
---------------------------------------------------------------------
 529-E                             161      479      818      1,769
---------------------------------------------------------------------
 529-F-1                           112      326      557      1,212




For the share classes listed below, you would pay the following if you did not
redeem your shares:





 SHARE CLASSES                   1 YEAR  3 YEARS  5 YEARS   10 YEARS
---------------------------------------------------------------------

 B                                $184    $569    $  980     $1,943
---------------------------------------------------------------------
 C                                 187     579       995      2,159
---------------------------------------------------------------------
 529-B                             216     645     1,098      2,163
---------------------------------------------------------------------
 529-C                             214     639     1,088      2,330
---------------------------------------------------------------------




* Amount is estimated based on annualized expenses for a partial year.

PORTFOLIO TURNOVER

The fund pays transaction costs, such as commissions, when it buys and sells
securities (or "turns over" its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when fund
shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the fund's performance.
During the most recent fiscal year, the fund's portfolio turnover rate was 33%
of the average value of its portfolio. The fund commenced operations on October
1, 2008; therefore, the stated portfolio turnover rate may not be representative
of a full year.


                                       2

International Growth and Income Fund / Prospectus


<PAGE>

Principal investment strategies

The fund invests primarily in stocks of larger, well-established companies
domiciled outside the United States, including in developing countries. The fund
currently intends to invest at least 90% of its assets in securities of issuers
domiciled outside the United States and whose securities are primarily listed on
exchanges outside the United States. The fund therefore expects to be invested
in numerous countries outside the United States.

The fund is designed for investors seeking both capital appreciation and income.
In pursuing its objective, the fund will focus on stocks of companies with
strong earnings that pay dividends. We believe that these stocks will be more
resistant to market declines than stocks of companies that do not pay dividends.

The fund relies on the professional judgment of its investment adviser to make
decisions about the fund's portfolio investments. The basic investment
philosophy of the investment adviser is to seek to invest in attractively valued
companies that, in its opinion, represent above-average, long-term investment
opportunities. The investment adviser believes that an important way to
accomplish this is through fundamental analysis, which may include meeting with
company executives and employees, suppliers, customers and competitors.
Securities may be sold when the investment adviser believes that they no longer
represent relatively attractive investment opportunities. The investment adviser
uses a system of multiple portfolio counselors in managing the fund's assets.
Under this approach, the portfolio of the fund is divided into segments managed
by individual counselors who decide how their respective segments will be
invested.

Principal risks

YOU MAY LOSE MONEY BY INVESTING IN THE FUND. THE LIKELIHOOD OF LOSS MAY BE
GREATER IF YOU INVEST FOR A SHORTER PERIOD OF TIME.

Investors in the fund should have a long-term perspective and, for example, be
able to tolerate potentially sharp declines in value.

The prices of, and the income generated by, the common stocks and other
securities held by the fund may decline in response to certain events taking
place around the world, including those directly involving the issuers whose
securities are owned by the fund; conditions affecting the general economy;
overall market changes; local, regional or global political, social or economic
instability; governmental or governmental agency responses to economic
conditions; and currency, interest rate and commodity price fluctuations.


                                       3

                              International Growth and Income Fund / Prospectus
<PAGE>


Investments in securities issued by entities based outside the United States may
also be affected by currency controls; different accounting, auditing, financial
reporting, disclosure, and regulatory and legal standards and practices;
expropriation; changes in tax policy; greater market volatility; different
securities market structures; higher transaction costs; and various
administrative difficulties, such as delays in clearing and settling portfolio
transactions or in receiving payment of dividends. These risks may be heightened
in connection with investments in developing countries. Investments in
securities issued by entities domiciled in the United States may also be subject
to many of these risks.

Your investment in the fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency, entity or person.

Investment results

The bar chart below shows how the fund's investment results have varied from
year to year, and the table on page 5 shows how the fund's average annual total
returns for various periods compare with different broad measures of market
performance. This information provides some indication of the risks of investing
in the fund. Past results (before and after taxes) are not predictive of future
results. Updated information on the fund's results can be obtained by visiting
americanfunds.com.



CALENDAR YEAR TOTAL RETURNS FOR CLASS A SHARES
(Results do not include a sales charge; if a sales charge were included,
results would be lower.)

[begin bar chart]

2009   35.29%

[end bar chart]



Highest/Lowest quarterly results during this time period were:




HIGHEST                    18.84%  (quarter ended September 30, 2009)
LOWEST                     -6.95%  (quarter ended March 31, 2009)






                                       4

International Growth and Income Fund / Prospectus


<PAGE>




 AVERAGE ANNUAL TOTAL RETURNS
 FOR THE PERIODS ENDED DECEMBER 31, 2009 (WITH MAXIMUM SALES CHARGE):
 SHARE CLASS                           INCEPTION DATE      1 YEAR    LIFETIME
-------------------------------------------------------------------------------

 A - Before taxes                         10/1/2008        27.51%     13.42%
 - After taxes on distributions                            26.52      12.71
 - After taxes on distributions and sale of fund shares    18.50      11.16








 SHARE CLASS (before taxes)     INCEPTION DATE  1 YEAR   LIFETIME
------------------------------------------------------------------

 B                                10/1/2008     29.33%    15.01%
------------------------------------------------------------------
 C                                10/1/2008     33.24     18.04
------------------------------------------------------------------
 F-1                              10/1/2008     35.29     18.95
------------------------------------------------------------------
 F-2                              10/1/2008     35.65     19.27
------------------------------------------------------------------
 529-A                            10/1/2008     27.38     13.30
------------------------------------------------------------------
 529-B                            10/1/2008     29.16     14.85
------------------------------------------------------------------
 529-C                            10/1/2008     33.15     17.93
------------------------------------------------------------------
 529-E                            10/1/2008     34.88     18.56
------------------------------------------------------------------
 529-F-1                          10/1/2008     35.51     19.17










 INDEXES/1/                                               1 YEAR   LIFETIME/2/
-------------------------------------------------------------------------------

 MSCI World ex USA Index (reflects no deductions for
 fees, expenses                                           34.39%      4.09%
 or taxes)
 Lipper International Funds Index (reflects no            35.30       5.45
deductions for fees or taxes)
-------------------------------------------------------------------------------

 Class A annualized 30-day yield at December 31, 2009: 2.59%
 (For current yield information, please call American FundsLine/(R)/ at
800/325-3590.)




1 MSCI World ex USA Index reflects the market sectors and securities in which
 the fund primarily invests. Lipper International Funds Index includes mutual
 funds that disclose investment objectives reasonably comparable to those of the
 fund. See page 9 of this prospectus for more information on the indexes listed
 above.
2 Lifetime results for the index(es) shown are measured from the date Class A
 shares were first sold.

After-tax returns are shown only for Class A shares; after-tax returns for other
share classes will vary. After-tax returns are calculated using the highest
individual federal income tax rates in effect during each year of the periods
shown and do not reflect the impact of state and local taxes. Your actual
after-tax returns depend on your individual tax situation and likely will differ
from the results shown above. In addition, after-tax returns are not relevant if
you hold your fund shares through a tax-deferred arrangement, such as a 401(k)
plan, individual retirement account (IRA) or 529 college savings plan.


                                       5

                              International Growth and Income Fund / Prospectus
<PAGE>



Management




INVESTMENT ADVISER

Capital Research and Management Company, the investment adviser to the fund,
uses a system of multiple portfolio counselors in managing mutual fund assets.



PORTFOLIO COUNSELORS

The primary individual portfolio counselors for the fund are:




                             PORTFOLIO COUNSELOR   PRIMARY TITLE
 PORTFOLIO COUNSELOR/            EXPERIENCE        WITH INVESTMENT ADVISER
 FUND TITLE (if applicable)     IN THIS FUND       (or one of its divisions)
------------------------------------------------------------------------------

 STEVEN T. WATSON                  1 year          Senior Vice President -
 Vice Chairman of the Board   (since the fund's    Capital World Investors
                                 inception)

------------------------------------------------------------------------------
 CARL M. KAWAJA                    1 year          Senior Vice President -
 President                    (since the fund's    Capital World Investors
                                 inception)

------------------------------------------------------------------------------
 ANDREW B. SUZMAN                  1 year          Senior Vice President -
 Senior Vice President        (since the fund's    Capital World Investors
                                 inception)


------------------------------------------------------------------------------



Purchase and sale of fund shares





 PURCHASE MINIMUMS (for all share classes)
------------------------------------------------------------------------------

 TO ESTABLISH AN ACCOUNT (including retirement plan and 529 accounts)   $250
 For a payroll deduction retirement plan account, payroll deduction       25
 savings plan account or employer-sponsored 529 account
 TO ADD TO AN ACCOUNT                                                     50
 For a payroll deduction retirement plan account, payroll deduction       25
 savings plan account or employer-sponsored 529 account
------------------------------------------------------------------------------




You may sell (redeem) shares through your dealer or financial adviser or by
writing to American Funds Service Company at P.O. Box 6007, Indianapolis,
Indiana 46206-6007; telephoning American Funds Service Company at 800/421-0180;
faxing American Funds Service Company at 317/735-6636; or accessing our website
at americanfunds.com.


                                       6

International Growth and Income Fund / Prospectus


<PAGE>

Tax information

Dividends and capital gain distributions you receive from the fund are subject
to federal income taxes and may also be subject to state and local taxes.

Payments to broker-dealers and other financial intermediaries

If you purchase shares of the fund through a broker-dealer or other financial
intermediary (such as a bank), the fund and the fund's distributor or its
affiliates may pay the intermediary for the sale of fund shares and related
services. These payments may create a conflict of interest by influencing the
broker-dealer or other intermediary and your individual financial adviser to
recommend the fund over another investment. Ask your individual financial
adviser or visit your financial intermediary's website for more information.


                                       7

                              International Growth and Income Fund / Prospectus
<PAGE>

Investment objective, strategies and risks

The fund's investment objective is to provide you with long-term growth of
capital while providing current income. The fund will pursue this objective by
investing primarily in stocks of larger, well-established companies domiciled
outside the United States, including developing countries. The fund currently
intends to invest at least 90% of its assets in securities of issuers domiciled
outside the United States and whose securities are primarily listed on exchanges
outside the United States. The fund therefore expects to be invested in numerous
countries outside the United States. The fund is designed for investors seeking
both capital appreciation and income. In pursuing its objective, the fund will
focus on stocks of companies with strong earnings that pay dividends. We believe
that these stocks will be more resistant to market declines than stocks of
companies that do not pay dividends.

Investors in the fund should have a long-term perspective and, for example, be
able to tolerate potentially sharp declines in value.

Your investment in the fund is subject to various risks. Consequently, the
fund's income may decline and/or its portfolio holdings may lose value. Declines
in dividends paid to the fund and in the values of certain stocks held by the
fund could be in response to economic, political and/or social events taking
place around the world. For example, increases in the prices of basic
commodities, such as oil and grains, can negatively impact the values of certain
companies. Further, changes in relationships among global currencies may trigger
declines in the value of the fund's income and/or holdings. Investing in
securities issued by entities based outside the United States may also be
affected by currency controls, different accounting and legal standards,
expropriation, tax policies, greater market volatility and various
administrative difficulties. These risks may be heightened in connection with
investments in developing countries. The fund's investment results will depend
on the ability of the fund's investment adviser to navigate these risks.

The fund may also hold cash or money market instruments. The percentage of the
fund invested in such holdings varies and depends on various factors, including
market conditions and purchases and redemptions of fund shares. For temporary
defensive purposes, the fund may hold a significant portion of its assets in
such securities. The investment adviser may determine that it is appropriate to
take such action in response to certain circumstances, such as periods of market
turmoil. A larger percentage of such holdings could limit the fund's ability to
achieve its investment objective in a period of rising market prices. A larger
percentage of cash or money market instruments could reduce the magnitude of the
fund's loss in a period of falling market prices and provide liquidity to make
additional investments or to meet redemptions.

You should consider how this fund fits into your overall investment program.

In addition to the principal investment strategies described above, the fund has
other investment practices that are described in the statement of additional
information.


                                       8

International Growth and Income Fund / Prospectus


<PAGE>

Additional investment results

Unlike the table on page 5, the table below reflects the fund's results
calculated without sales charges.



 AVERAGE ANNUAL TOTAL RETURNS
 FOR THE PERIODS ENDED DECEMBER 31, 2009 (WITHOUT SALES CHARGE):
 SHARE CLASS                             INCEPTION DATE      1 YEAR   LIFETIME
-------------------------------------------------------------------------------

 A - Before taxes                          10/1/2008         35.29%    18.95%
 - After taxes on distributions                              34.26     18.20
 - After taxes on distributions and sale of fund shares      23.60     15.86








 SHARE CLASS (before taxes)    INCEPTION DATE  1 YEAR   LIFETIME
-----------------------------------------------------------------

 B                               10/1/2008     34.33%    18.09%
-----------------------------------------------------------------
 C                               10/1/2008     34.24     18.04
-----------------------------------------------------------------
 F-1                             10/1/2008     35.29     18.95
-----------------------------------------------------------------
 F-2                             10/1/2008     35.65     19.27
-----------------------------------------------------------------
 529-A                           10/1/2008     35.16     18.82
-----------------------------------------------------------------
 529-B                           10/1/2008     34.16     17.93
-----------------------------------------------------------------
 529-C                           10/1/2008     34.15     17.93
-----------------------------------------------------------------
 529-E                           10/1/2008     34.88     18.56
-----------------------------------------------------------------
 529-F-1                         10/1/2008     35.51     19.17









 INDEXES/1/                                               1 YEAR   LIFETIME/2/
-------------------------------------------------------------------------------

 MSCI World ex USA Index (reflects no deductions for
 fees, expenses                                           34.39%      4.09%
 or taxes)
 Lipper International Funds Index (reflects no            35.30       5.45
deductions for fees or taxes)
-------------------------------------------------------------------------------
 Class A distribution rate at December 31, 2009: 2.35%/3/

 (For current distribution rate information, please call American FundsLine
at 800/325-3590.)




1 MSCI World ex USA Index reflects the market sectors and securities in which
 the fund primarily invests. Lipper International Funds Index includes mutual
 funds that disclose investment objectives reasonably comparable to those of the
 fund.
2 Lifetime results for the index(es) shown are measured from the date Class A
 shares were first sold.
3 Reflects a fee waiver (2.34% without the waiver) as described in the financial
 highlights table and the statement of additional information. The distribution
 rate is based on actual dividends paid to Class A shareholders over a 12-month
 period. Capital gain distributions, if any, are added back to net asset value
 to determine the rate.

The investment results tables above and on page 5 show how the fund's average
annual total returns compare with various broad measures of market performance.
MSCI World ex USA Index is a free float-adjusted market capitalization weighted
index that is designed to measure equity market performance of developed
markets, excluding the United States. The index consists of more than 20
developed market country indexes. This index is unmanaged and its results
include reinvested dividends and/or distributions, but do not reflect the effect
of sales charges, commissions, expenses or taxes. Lipper International Funds
Index is an equally weighted index of funds that invest assets in securities
with primary trading markets outside the United States. The results of the
underlying funds in the index include the reinvestment of dividends and capital
gain distributions, as well as


                                       9

                              International Growth and Income Fund / Prospectus
<PAGE>


expenses and brokerage commissions paid by the funds for portfolio transactions,
but do not reflect the effect of sales charges or taxes.

All fund results reflected in the "Investment results" section of this
prospectus and this "Additional investment results" section reflect the
reinvestment of dividends and capital gain distributions, if any. Unless
otherwise noted, fund results reflect any fee waivers and/or expense
reimbursements in effect during the period presented.


                                       10

International Growth and Income Fund / Prospectus


<PAGE>

Management and organization




INVESTMENT ADVISER

Capital Research and Management Company, an experienced investment management
organization founded in 1931, serves as investment adviser to the fund and other
funds, including the American Funds. Capital Research and Management Company is
a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at
333 South Hope Street, Los Angeles, California 90071, and 6455 Irvine Center
Drive, Irvine, California 92618. Capital Research and Management Company manages
the investment portfolio and business affairs of the fund. The total management
fee to be paid by the fund for the current fiscal year, as a percentage of
average net assets, appears in the Annual Fund Operating Expenses table under
"Fees and expenses of the fund." Please see the statement of additional
information for further details. A discussion regarding the basis for the
approval of the fund's investment advisory and service agreement by the fund's
board of trustees is contained in the fund's semi-annual report to shareholders
for the fiscal period ended December 31, 2009.

Capital Research and Management Company manages equity assets through two
investment divisions, Capital World Investors and Capital Research Global
Investors, and manages fixed-income assets through its Fixed Income division.
Capital World Investors and Capital Research Global Investors make investment
decisions on an independent basis.

Rather than remain as investment divisions, Capital World Investors and Capital
Research Global Investors may be incorporated into wholly owned subsidiaries of
Capital Research and Management Company. In that event, Capital Research and
Management Company would continue to be the investment adviser, and day-to-day
investment management of equity assets would continue to be carried out through
one or both of these subsidiaries. Capital Research and Management Company and
each of the funds it advises have applied to the Securities and Exchange
Commission for an exemptive order that would give Capital Research and
Management Company the authority to use, upon approval of the fund's board, its
management subsidiaries and affiliates to provide day-to-day investment
management services to the fund, including making changes to the management
subsidiaries and affiliates providing such services. Although not currently
contemplated, Capital Research and Management Company could incorporate its
fixed-income division in the future and engage it to provide day-to-day
investment management of fixed-income assets. The fund's shareholders approved
this arrangement at a meeting of the fund's shareholders on November 24, 2009.
There is no assurance that Capital Research and Management Company will
incorporate its investment divisions or exercise any authority, if granted,
under an exemptive order.


                                       11

                              International Growth and Income Fund / Prospectus
<PAGE>




EXECUTION OF PORTFOLIO TRANSACTIONS

The investment adviser places orders with broker-dealers for the fund's
portfolio transactions. In selecting broker-dealers, the investment adviser
strives to obtain "best execution" (the most favorable total price reasonably
attainable under the circumstances) for the fund's portfolio transactions,
taking into account a variety of factors. Subject to best execution, the
investment adviser may consider investment research and/or brokerage services
provided to the adviser in placing orders for the fund's portfolio transactions.
The investment adviser may place orders for the fund's portfolio transactions
with broker-dealers who have sold shares of funds managed by the investment
adviser or its affiliated companies; however, it does not give consideration to
whether a broker-dealer has sold shares of the funds managed by the investment
adviser or its affiliated companies when placing any such orders for the fund's
portfolio transactions. A more detailed description of the investment adviser's
policies is included in the fund's statement of additional information.

PORTFOLIO HOLDINGS

Portfolio holdings information for the fund is available on the American Funds
website at americanfunds.com. To reach this information, access the fund's
detailed information page on the website. A list of the fund's top 10 equity
holdings, updated as of each month-end, is generally posted to this page within
14 days after the end of the applicable month. A link to the fund's complete
list of publicly disclosed portfolio holdings, updated as of each calendar
quarter-end, is generally posted to this page within 45 days after the end of
the applicable quarter. Both lists remain available on the website until new
information for the next month or quarter is posted. Portfolio holdings
information for the fund is also contained in reports filed with the U.S.
Securities and Exchange Commission.

A description of the fund's policies and procedures regarding disclosure of
information about its portfolio holdings is available in the statement of
additional information.


                                       12

International Growth and Income Fund / Prospectus


<PAGE>

MULTIPLE PORTFOLIO COUNSELOR SYSTEM

Capital Research and Management Company uses a system of multiple portfolio
counselors in managing mutual fund assets. Under this approach, the portfolio of
a fund is divided into segments managed by individual counselors who decide how
their respective segments will be invested. In addition, Capital Research and
Management Company's investment analysts may make investment decisions with
respect to a portion of a fund's portfolio. Investment decisions are subject to
a fund's objective(s), policies and restrictions and the oversight of the
appropriate investment-related committees of Capital Research and Management
Company and its investment divisions. The table below shows the investment
experience and role in management of the fund for each of the fund's primary
portfolio counselors.






                                                                  ROLE IN
                       INVESTMENT                EXPERIENCE       MANAGEMENT
 PORTFOLIO COUNSELOR   EXPERIENCE               IN THIS FUND      OF THE FUND
----------------------------------------------------------------------------------------

 STEVEN T. WATSON      Investment                   1 year        Serves as an equity
                       professional for 22    (since the fund's   portfolio counselor
                       years in total;           inception)
                       20 years with Capital
                       Research and
                       Management Company or
                       affiliate
----------------------------------------------------------------------------------------
 CARL M. KAWAJA        Investment                   1 year        Serves as an equity
                       professional for 22    (since the fund's   portfolio counselor
                       years in total;           inception)
                       19 years with Capital
                       Research and
                       Management Company or
                       affiliate
----------------------------------------------------------------------------------------
 ANDREW B. SUZMAN      Investment                   1 year        Serves as an equity
                       professional for 17    (since the fund's   portfolio counselor
                       years in total; all       inception)
                       with Capital Research
                       and Management
                       Company or affiliate
----------------------------------------------------------------------------------------




Information regarding the portfolio counselors' compensation, their ownership of
securities in the fund and other accounts they manage is in the statement of
additional information.


                                       13

                              International Growth and Income Fund / Prospectus
<PAGE>

Shareholder information

SHAREHOLDER SERVICES

American Funds Service Company/(R)/,the fund's transfer agent, offers a wide
range of services that you can use to alter your investment program should your
needs or circumstances change. These services may be terminated or modified at
any time upon 60 days' written notice.

AMERICAN FUNDS SERVICE COMPANY SERVICE AREAS
Call toll-free from anywhere in the United States
(8 a.m. to 8 p.m. ET): 800/421-0180
Access the American Funds website : americanfunds.com


              [map of the United States]







INDIANA                            VIRGINIA
SERVICE CENTER                     SERVICE CENTER
American Funds                     American Funds
Service Company                    Service Company
P.O. Box 6007                      P.O. Box 2280
Indianapolis, Indiana              Norfolk, Virginia
46206-6007                         23501-2280
Fax: 317/735-6636                  Fax: 757/670-4761





A MORE DETAILED DESCRIPTION OF POLICIES AND SERVICES IS INCLUDED IN THE FUND'S
STATEMENT OF ADDITIONAL INFORMATION AND THE OWNER'S GUIDE SENT TO NEW AMERICAN
FUNDS SHAREHOLDERS ENTITLED WELCOME. CLASS 529 SHAREHOLDERS SHOULD ALSO REFER TO
THE APPLICABLE PROGRAM DESCRIPTION FOR INFORMATION ON POLICIES AND SERVICES
SPECIFICALLY RELATING TO THEIR ACCOUNT(S). These documents are available by
writing to or calling American Funds Service Company. Certain privileges and/or
services described on the following pages of this prospectus and in the
statement of additional information may not be available to you depending on
your investment dealer. Please see your financial adviser or investment dealer
for more information.


                                       14

International Growth and Income Fund / Prospectus


<PAGE>

Choosing a share class

The fund offers different classes of shares through this prospectus. Class A, C,
F-1 and F-2 shares are available through various investment programs or
accounts, including certain types of retirement plans (see limitations below).
The services or share classes available to you may vary depending upon how you
wish to purchase shares of the fund. Unless otherwise noted, references in this
prospectus to Class F shares refer to both Class F-1 and F-2 shares.

Class B and 529-B shares may no longer be purchased or acquired, except by
exchange from Class B or 529-B shares of another fund in the American Funds
family. Any investment received by the fund that is intended for Class B or
529-B shares will instead be invested in Class A or 529-A shares and will be
subject to any applicable sales charges.

Shareholders with investments in Class B and 529-B shares may continue to hold
such shares until they convert to Class A or 529-A shares. However, no
additional investments will be accepted in Class B or 529-B shares. Dividends
and capital gain distributions may continue to be reinvested in Class B or 529-B
shares until their conversion dates. In addition, shareholders invested in Class
B or 529-B shares will be able to exchange those shares for Class B or 529-B
shares of other American Funds offering Class B or 529-B shares until they
convert.

Investors residing in any state may purchase Class 529 shares through an account
established with a 529 college savings plan managed by the American Funds
organization. Class 529-A, 529-B, 529-C and 529-F-1 shares are structured
similarly to the corresponding Class A, B, C and F-1 shares. For example, the
same initial sales charges apply to Class 529-A shares as to Class A shares.
Class 529-E shares are available only to investors participating through an
eligible employer plan.

Each share class represents an investment in the same portfolio of securities,
but each class has its own sales charge and expense structure, allowing you to
choose the class that best fits your situation. WHEN YOU PURCHASE SHARES OF THE
FUND, YOU SHOULD CHOOSE A SHARE CLASS. IF NONE IS CHOSEN, YOUR INVESTMENT WILL
BE MADE IN CLASS A SHARES OR, IN THE CASE OF A 529 PLAN INVESTMENT, CLASS 529-A
SHARES.

Factors you should consider when choosing a class of shares include:

. how long you expect to own the shares;

. how much you intend to invest;

. total expenses associated with owning shares of each class;

. whether you qualify for any reduction or waiver of sales charges (for
 example, Class A or 529-A shares may be a less expensive option over time,
 particularly if you qualify for a sales charge reduction or waiver);

. whether you plan to take any distributions in the near future (for example,
 the contingent deferred sales charge will not be waived if you sell your Class
 529-B or 529-C shares to cover higher education expenses); and


                                       15

                              International Growth and Income Fund / Prospectus
<PAGE>

. availability of share classes:

 -- Class C shares are not available to retirement plans that do not currently
   invest in such shares and that are eligible to invest in Class R shares,
   including employer-sponsored retirement plans such as defined benefit plans,
   401(k) plans, 457 plans, 403(b) plans, and money purchase pension and
   profit-sharing plans; and

 -- Class F and 529-F-1 shares are generally available only to fee-based
   programs of investment dealers that have special agreements with the fund's
   distributor and to certain registered investment advisers.

EACH INVESTOR'S FINANCIAL CONSIDERATIONS ARE DIFFERENT. YOU SHOULD SPEAK WITH
YOUR FINANCIAL ADVISER TO HELP YOU DECIDE WHICH SHARE CLASS IS BEST FOR YOU.

UNLESS OTHERWISE NOTED, REFERENCES TO CLASS A, B, C OR F-1 SHARES ON THE
FOLLOWING PAGES ALSO REFER TO THE CORRESPONDING CLASS 529-A, 529-B, 529-C OR
529-F-1 SHARES.


                                       16

International Growth and Income Fund / Prospectus


<PAGE>





 SUMMARY OF THE PRIMARY DIFFERENCES AMONG SHARE CLASSES

 CLASS A SHARES
 Initial sales charge    up to 5.75% (reduced for purchases of $25,000 or more
                         and eliminated for purchases of $1 million or more)
 Contingent deferred     none (except that a charge of 1.00% applies to certain
 sales charge            redemptions made within one year following purchases
                         of $1 million or more without an initial sales charge)
 12b-1 fees              up to .30% annually (for Class 529-A shares, may not
                         exceed .50% annually)
 Dividends               generally higher than other classes due to lower
                         annual expenses, but may be lower than Class F-1
                         shares, depending on relative expenses, and lower than
                         Class F-2 shares due to 12b-1 fees
 Purchase maximum        none
 Conversion              none

 CLASS B SHARES
 Initial sales charge    none
 Contingent deferred     starts at 5.00%, declining to 0% six years after
 sales charge            purchase
 12b-1 fees              up to 1.00% annually
 Dividends               generally lower than Class A and F shares due to
                         higher 12b-1 fees and other expenses, but higher than
                         Class C shares due to lower other expenses
 Purchase maximum        Class B shares may not be purchased or acquired except
                         by exchange from Class B shares of other American
                         Funds
 Conversion              automatic conversion to Class A or 529-A shares in the
                         month of the eight-year anniversary of the purchase
                         date, reducing future annual expenses

 CLASS C SHARES
 Initial sales charge    none
 Contingent deferred     1.00% if shares are sold within one year after
 sales charge            purchase
 12b-1 fees              up to 1.00% annually
 Dividends               generally lower than other classes due to higher 12b-1
                         fees and other expenses
 Purchase maximum        see the discussion regarding purchase minimums and
                         maximums in "Purchase and exchange of shares"
 Conversion              automatic conversion to Class F-1 shares in the month
                         of the 10-year anniversary of the purchase date,
                         reducing future annual expenses (Class 529-C shares
                         will not convert to Class 529-F-1 shares)

 CLASS 529-E SHARES
 Initial sales charge    none
 Contingent deferred     none
 sales charge
 12b-1 fees              currently up to .50% annually (may not exceed .75%
                         annually)
 Dividends               generally higher than Class 529-B and 529-C shares due
                         to lower 12b-1 fees, but lower than Class 529-A and
                         529-F-1 shares due to higher 12b-1 fees
 Purchase maximum        none
 Conversion              none

 CLASS F-1 SHARES
 Initial sales charge    none
 Contingent deferred     none
 sales charge
 12b-1 fees              currently up to .25% annually (may not exceed .50%
                         annually)
 Dividends               generally higher than Class B and C shares due to
                         lower 12b-1 fees, but may be higher than Class A
                         shares, depending on relative expenses, and lower than
                         Class F-2 shares due to 12b-1 fees
 Purchase maximum        none
 Conversion              none

 CLASS F-2 SHARES
 Initial sales charge    none
 Contingent deferred     none
 sales charge
 12b-1 fees              none
 Dividends               generally higher than other classes due to absence of
                         12b-1 fees
 Purchase maximum        none
 Conversion              none





                                       17

                              International Growth and Income Fund / Prospectus
<PAGE>




FUND EXPENSES

In periods of market volatility, assets of the fund may decline significantly,
causing total annual fund operating expenses (as a percentage of the value of
your investment) to become higher than the numbers shown in the Annual Fund
Operating Expenses table in this prospectus.

The "Other expenses" items in the table on page 1 include custodial, legal,
transfer agent and subtransfer agent/recordkeeping payments and various other
expenses. Subtransfer agent/recordkeeping payments may be made to third parties
(including affiliates of the fund's investment adviser) that provide subtransfer
agent, recordkeeping and/or shareholder services with respect to certain
shareholder accounts in lieu of the transfer agent providing such services. The
amount paid for subtransfer agent/recordkeeping services varies depending on the
share class and services provided and typically ranges from $3 to $19 per
account. For Class 529 shares, an expense of up to a maximum of .10% (paid to a
state or states for oversight and administrative services) is included as an
"Other expenses" item.


                                       18

International Growth and Income Fund / Prospectus


<PAGE>

Purchase, exchange and sale of shares

THE FUND'S TRANSFER AGENT, ON BEHALF OF THE FUND AND AMERICAN FUNDS
DISTRIBUTORS,/(R)/ THE FUND'S DISTRIBUTOR, IS REQUIRED BY LAW TO OBTAIN CERTAIN
PERSONAL INFORMATION FROM YOU OR ANY OTHER PERSON(S) ACTING ON YOUR BEHALF IN
ORDER TO VERIFY YOUR OR SUCH PERSON'S IDENTITY. IF YOU DO NOT PROVIDE THE
INFORMATION, THE TRANSFER AGENT MAY NOT BE ABLE TO OPEN YOUR ACCOUNT. IF THE
TRANSFER AGENT IS UNABLE TO VERIFY YOUR IDENTITY OR THAT OF ANY OTHER PERSON(S)
AUTHORIZED TO ACT ON YOUR BEHALF, OR BELIEVES IT HAS IDENTIFIED POTENTIALLY
CRIMINAL ACTIVITY, THE FUND AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO
CLOSE YOUR ACCOUNT OR TAKE SUCH OTHER ACTION THEY DEEM REASONABLE OR REQUIRED BY
LAW.

When purchasing shares, you should designate the fund or funds in which you wish
to invest. If no fund is designated and the amount of your cash investment is
more than $5,000, your money will be held uninvested (without liability to the
transfer agent for loss of income or appreciation pending receipt of proper
instructions) until investment instructions are received, but for no more than
three business days. Your investment will be made at the net asset value (plus
any applicable sales charge in the case of Class A shares) next determined after
investment instructions are received and accepted by the transfer agent. If
investment instructions are not received, your money will be invested in Class A
shares of American Funds Money Market Fund/SM/ on the third business day after
receipt of your investment.

If no fund is designated and the amount of your cash investment is $5,000 or
less, your money will be invested in the same proportion and in the same fund or
funds in which your last cash investment (excluding exchanges) was made,
provided that such investment was made within the last 16 months. If no
investment was made within the last 16 months, your money will be held
uninvested (without liability to the transfer agent for loss of income or
appreciation pending receipt of proper instructions) until investment
instructions are received, but for no more than three business days. Your
investment will be made at the net asset value (plus any applicable sales charge
in the case of Class A shares) next determined after investment instructions are
received and accepted by the transfer agent. If investment instructions are not
received, your money will be invested in Class A shares of American Funds Money
Market Fund on the third business day after receipt of your investment.

PURCHASE OF CLASS A AND C SHARES

You may generally open an account and purchase Class A and C shares by
contacting any financial adviser (who may impose transaction charges in addition
to those described in this prospectus) authorized to sell the fund's shares. You
may purchase additional shares in various ways, including through your financial
adviser and by mail, telephone, the Internet and bank wire.


                                       19

                              International Growth and Income Fund / Prospectus
<PAGE>

PURCHASE OF CLASS F SHARES

You may generally open an account and purchase Class F shares only through
fee-based programs of investment dealers that have special agreements with the
fund's distributor and through certain registered investment advisers. These
dealers and advisers typically charge ongoing fees for services they provide.
Intermediary fees are not paid by the fund and normally range from .75% to 1.50%
of assets annually, depending on the services offered.

PURCHASE OF CLASS 529 SHARES

Class 529 shares may be purchased only through an account established with a 529
college savings plan managed by the American Funds organization. You may open
this type of account and purchase Class 529 shares by contacting any financial
adviser (who may impose transaction charges in addition to those described in
this prospectus) authorized to sell such an account. You may purchase additional
shares in various ways, including through your financial adviser and by mail,
telephone, the Internet and bank wire.

Class 529-E shares may be purchased only by employees participating through an
eligible employer plan.

Accounts holding Class 529 shares are subject to a $10 account setup fee and an
annual $10 account maintenance fee.

EXCHANGE

Generally, you may exchange your shares into shares of the same class of other
American Funds without a sales charge. Class A, C or F-1 shares may generally be
exchanged into the corresponding 529 share class without a sales charge. Class B
shares may not be exchanged into Class 529-B shares. EXCHANGES FROM CLASS A, C
OR F-1 SHARES TO THE CORRESPONDING 529 SHARE CLASS, PARTICULARLY IN THE CASE OF
UNIFORM GIFTS TO MINORS ACT OR UNIFORM TRANSFERS TO MINORS ACT CUSTODIAL
ACCOUNTS, MAY RESULT IN SIGNIFICANT LEGAL AND TAX CONSEQUENCES, AS DESCRIBED IN
THE APPLICABLE PROGRAM DESCRIPTION. PLEASE CONSULT YOUR FINANCIAL ADVISER BEFORE
MAKING SUCH AN EXCHANGE.

Exchanges of shares from American Funds Money Market Fund initially purchased
without a sales charge generally will be subject to the appropriate sales
charge. For purposes of computing the contingent deferred sales charge on Class
B and C shares, the length of time you have owned your shares will be measured
from the date of original purchase and will not be affected by any permitted
exchange.

Exchanges have the same tax consequences as ordinary sales and purchases. For
example, to the extent you exchange shares held in a taxable account that are
worth more now than what you paid for them, the gain will be subject to
taxation. See "Transactions by


                                       20

International Growth and Income Fund / Prospectus


<PAGE>

telephone, fax or the Internet" in this prospectus for information regarding
electronic exchanges.

FREQUENT TRADING OF FUND SHARES

The fund and American Funds Distributors reserve the right to reject any
purchase order for any reason. The fund is not designed to serve as a vehicle
for frequent trading. Frequent trading of fund shares may lead to increased
costs to the fund and less efficient management of the fund's portfolio,
potentially resulting in dilution of the value of the shares held by long-term
shareholders. Accordingly, purchases, including those that are part of exchange
activity that the fund or American Funds Distributors has determined could
involve actual or potential harm to the fund, may be rejected.

The fund, through its transfer agent, American Funds Service Company, maintains
surveillance procedures that are designed to detect frequent trading in fund
shares. Under these procedures, various analytics are used to evaluate factors
that may be indicative of frequent trading. For example, transactions in fund
shares that exceed certain monetary thresholds may be scrutinized. American
Funds Service Company also may review transactions that occur close in time to
other transactions in the same account or in multiple accounts under common
ownership or influence. Trading activity that is identified through these
procedures or as a result of any other information available to the fund will be
evaluated to determine whether such activity might constitute frequent trading.
These procedures may be modified from time to time as appropriate to improve the
detection of frequent trading, to facilitate monitoring for frequent trading in
particular retirement plans or other accounts, and to comply with applicable
laws.

In addition to the fund's broad ability to restrict potentially harmful trading
as described above, the fund's board of trustees has adopted a "purchase
blocking policy" under which any shareholder redeeming shares having a value of
$5,000 or more from the fund will be precluded from investing in the fund for 30
calendar days after the redemption transaction. This policy also applies to
redemptions and purchases that are part of exchange transactions. Under the
fund's purchase blocking policy, certain purchases will not be prevented and
certain redemptions will not trigger a purchase block, such as purchases and
redemptions of shares having a value of less than $5,000; transactions in Class
529 shares; purchases and redemptions resulting from reallocations by American
Funds Target Date Retirement Series/(R)/; retirement plan contributions, loans
and distributions (including hardship withdrawals) identified as such on the
retirement plan recordkeeper's system; purchase transactions involving transfers
of assets, rollovers, Roth IRA conversions and IRA recharacterizations, where
the entity maintaining the shareholder account is able to identify the
transaction as one of these types of transactions; and systematic redemptions
and purchases, where the entity maintaining the shareholder account is able to
identify the transaction as a systematic redemption or purchase. Generally,
purchases and redemptions will not be considered "systematic" unless the
transaction is pre-scheduled for a specific date.


                                       21

                              International Growth and Income Fund / Prospectus
<PAGE>


The fund reserves the right to waive the purchase blocking policy with respect
to specific shareholder accounts in those instances where American Funds Service
Company determines that its surveillance procedures are adequate to detect
frequent trading in fund shares.

American Funds Service Company will work with certain intermediaries (such as
investment dealers holding shareholder accounts in street name, retirement plan
recordkeepers, insurance company separate accounts and bank trust companies) to
apply their own procedures, provided that American Funds Service Company
believes the intermediary's procedures are reasonably designed to enforce the
frequent trading policies of the fund. You should refer to disclosures provided
by the intermediaries with which you have an account to determine the specific
trading restrictions that apply to you.

If American Funds Service Company identifies any activity that may constitute
frequent trading, it reserves the right to contact the intermediary and request
that the intermediary either provide information regarding an account owner's
transactions or restrict the account owner's trading. If American Funds Service
Company is not satisfied that the intermediary has taken appropriate action,
American Funds Service Company may terminate the intermediary's ability to
transact in fund shares.

There is no guarantee that all instances of frequent trading in fund shares will
be prevented.

NOTWITHSTANDING THE FUND'S SURVEILLANCE PROCEDURES AND PURCHASE BLOCKING POLICY,
ALL TRANSACTIONS IN FUND SHARES REMAIN SUBJECT TO THE RIGHT OF THE FUND AND
AMERICAN FUNDS DISTRIBUTORS TO RESTRICT POTENTIALLY ABUSIVE TRADING GENERALLY
(INCLUDING THE TYPES OF TRANSACTIONS DESCRIBED ABOVE THAT WILL NOT BE PREVENTED
OR TRIGGER A BLOCK UNDER THE PURCHASE BLOCKING POLICY). SEE THE STATEMENT OF
ADDITIONAL INFORMATION FOR MORE INFORMATION ABOUT HOW AMERICAN FUNDS SERVICE
COMPANY MAY ADDRESS OTHER POTENTIALLY ABUSIVE TRADING ACTIVITY IN THE AMERICAN
FUNDS.

PURCHASE MINIMUMS AND MAXIMUMS


The purchase minimums described on the table on page 6 may be waived in certain
cases. See the statement of additional information for details.

For accounts established with an automatic investment plan, the initial purchase
minimum of $250 may be waived if the purchases (including purchases through
exchanges from another fund) made under the plan are sufficient to reach $250
within five months of account establishment.

The effective purchase maximums for Class 529-A, 529-C, 529-E and 529-F-1 shares
will reflect the maximum applicable contribution limits under state law. See the
applicable program description for more information.


                                       22

International Growth and Income Fund / Prospectus


<PAGE>


The purchase maximum for Class C shares is $500,000 per transaction. In
addition, if you have significant American Funds holdings, you may not be
eligible to invest in Class C or 529-C shares. Specifically, you may not
purchase Class C or 529-C shares if you are eligible to purchase Class A or
529-A shares at the $1 million or more sales charge discount rate (that is, at
net asset value). See "Sales charge reductions and waivers" in this prospectus
and the statement of additional information for more information regarding sales
charge discounts.




VALUING SHARES

The net asset value of each share class of the fund is the value of a single
share. The fund calculates the net asset value each day the New York Stock
Exchange is open for trading as of approximately 4 p.m. New York time, the
normal close of regular trading. Assets are valued primarily on the basis of
market quotations. However, the fund has adopted procedures for making "fair
value" determinations if market quotations are not readily available or are not
considered reliable. For example, if events occur between the close of markets
outside the United States and the close of regular trading on the New York Stock
Exchange that, in the opinion of the investment adviser, materially affect the
value of any of the fund's securities that principally trade in those
international markets, those securities will be valued in accordance with fair
value procedures. Use of these procedures is intended to result in more
appropriate net asset values. In addition, such use will reduce, if not
eliminate, potential arbitrage opportunities otherwise available to short-term
investors.

Because the fund may hold securities that are primarily listed on foreign
exchanges that trade on weekends or days when the fund does not price its
shares, the values of securities held in the fund may change on days when you
will not be able to purchase or redeem fund shares.

Your shares will be purchased at the net asset value (plus any applicable sales
charge in the case of Class A shares) or sold at the net asset value next
determined after American Funds Service Company receives your request, provided
that your request contains all information and legal documentation necessary to
process the transaction. A contingent deferred sales charge may apply at the
time you sell certain Class A, B and C shares.

MOVING BETWEEN SHARE CLASSES AND ACCOUNTS

Please see the statement of additional information for details and limitations
on moving investments in certain share classes to different share classes and on
moving investments held in certain accounts to different accounts.




                                       23

                              International Growth and Income Fund / Prospectus
<PAGE>

Sales charges

CLASS A SHARES

The initial sales charge you pay each time you buy Class A shares differs
depending upon the amount you invest and may be reduced or eliminated for larger
purchases as indicated below. The "offering price," the price you pay to buy
shares, includes any applicable sales charge, which will be deducted directly
from your investment. Shares acquired through reinvestment of dividends or
capital gain distributions are not subject to an initial sales charge.





                                      SALES CHARGE AS A
                                         PERCENTAGE OF:
                                                                 DEALER
                                                   NET         COMMISSION
                                       OFFERING   AMOUNT     AS A PERCENTAGE
 INVESTMENT                             PRICE    INVESTED   OF OFFERING PRICE
------------------------------------------------------------------------------

 Less than $25,000                      5.75%     6.10%           5.00%
------------------------------------------------------------------------------
 $25,000 but less than $50,000          5.00      5.26            4.25
------------------------------------------------------------------------------
 $50,000 but less than $100,000         4.50      4.71            3.75
------------------------------------------------------------------------------
 $100,000 but less than $250,000        3.50      3.63            2.75
------------------------------------------------------------------------------
 $250,000 but less than $500,000        2.50      2.56            2.00
------------------------------------------------------------------------------
 $500,000 but less than $750,000        2.00      2.04            1.60
------------------------------------------------------------------------------
 $750,000 but less than $1 million      1.50      1.52            1.20
------------------------------------------------------------------------------
 $1 million or more and certain other   none      none      see below
 investments described below
------------------------------------------------------------------------------




The sales charge, expressed as a percentage of the offering price or the net
amount invested, may be higher or lower than the percentages described in the
table above due to rounding. This is because the dollar amount of the sales
charge is determined by subtracting the net asset value of the shares purchased
from the offering price, which is calculated to two decimal places using
standard rounding criteria. The impact of rounding will vary with the size of
the investment and the net asset value of the shares. Similarly, any contingent
deferred sales charge paid by you on investments in Class A shares may be higher
or lower than the 1% charge described below due to rounding.

EXCEPT AS PROVIDED BELOW, INVESTMENTS IN CLASS A SHARES OF $1 MILLION OR MORE
MAY BE SUBJECT TO A 1% CONTINGENT DEFERRED SALES CHARGE IF THE SHARES ARE SOLD
WITHIN ONE YEAR OF PURCHASE. The contingent deferred sales charge is based on
the original purchase cost or the current market value of the shares being sold,
whichever is less.


                                       24

International Growth and Income Fund / Prospectus


<PAGE>


CLASS A SHARE PURCHASES NOT SUBJECT TO SALES CHARGES

The following investments are not subject to any initial or contingent deferred
sales charge if American Funds Service Company is properly notified of the
nature of the investment:

. investments in Class A shares made by endowments or foundations with $50
 million or more in assets;

. investments made by accounts that are part of certain qualified fee-based
 programs and that purchased Class A shares before the discontinuation of your
 investment dealer's load-waived Class A share program with the American Funds;
 and

. certain rollover investments from retirement plans to IRAs (see "Rollovers
 from retirement plans to IRAs" in this prospectus for more information).

The distributor may pay dealers up to 1% on investments made in Class A shares
with no initial sales charge. The fund may reimburse the distributor for these
payments through its plans of distribution (see "Plans of distribution" in this
prospectus).

Transfers from certain 529 plans to plans managed by the American Funds
organization will be made with no sales charge. No commission will be paid to
the dealer on such a transfer. Please see the statement of additional
information for more information.

Certain other investors may qualify to purchase shares without a sales charge,
such as employees of investment dealers and registered investment advisers
authorized to sell American Funds and employees of The Capital Group Companies,
Inc. Please see the statement of additional information for more information.

 EMPLOYER-SPONSORED RETIREMENT PLANS

 Many employer-sponsored retirement plans are eligible to purchase Class R
 shares. Such eligible plans and Class R shares are described in more detail in
 the fund's retirement plan prospectus.

 Employer-sponsored retirement plans that are eligible to purchase Class R
 shares may instead purchase Class A shares and pay the applicable Class A sales
 charge, provided that their recordkeepers can properly apply a sales charge on
 plan investments. These plans are not eligible to make initial purchases of $1
 million or more in Class A shares and thereby invest in Class A shares without
 a sales charge, nor are they eligible to establish a statement of intention
 that qualifies them to purchase Class A shares without a sales charge. More
 information about statements of intention can be found under "Sales charge
 reductions and waivers" in this prospectus. Plans investing in Class A shares
 with a sales charge may purchase additional Class A shares in accordance with
 the sales charge table in this prospectus.

 Employer-sponsored retirement plans that invested in Class A shares without any
 sales charge before April 1, 2004, and that continue to meet the eligibility
 requirements in effect as of that date for purchasing Class A shares at net
 asset value, may continue to purchase Class A shares without any initial or
 contingent deferred sales charge.


                                       25

                              International Growth and Income Fund / Prospectus
<PAGE>


 A 403(b) plan may not invest in Class A or C shares unless it was invested in
 Class A or C shares prior to January 1, 2009.

CLASS B AND C SHARES

For Class B shares, a contingent deferred sales charge may be applied to shares
you sell within six years of purchase, as shown in the table below. The
contingent deferred sales charge is eliminated six years after purchase.



CONTINGENT DEFERRED SALES CHARGE ON CLASS B SHARES

YEAR OF REDEMPTION:                1    2    3    4    5    6     7+
----------------------------------------------------------------------
CONTINGENT DEFERRED SALES CHARGE:  5%   4%   4%   3%   2%   1%    0%



Class C shares are sold without any initial sales charge. American Funds
Distributors pays 1% of the amount invested to dealers who sell Class C shares.
A contingent deferred sales charge of 1% applies if Class C shares are sold
within one year of purchase. The contingent deferred sales charge is eliminated
one year after purchase.

Any contingent deferred sales charge paid by you on redemptions of Class B or C
shares, expressed as a percentage of the applicable redemption amount, may be
higher or lower than the percentages described above due to rounding.

Shares acquired through reinvestment of dividends or capital gain distributions
are not subject to a contingent deferred sales charge. In addition, the
contingent deferred sales charge may be waived in certain circumstances. See
"Contingent deferred sales charge waivers" in this prospectus. The contingent
deferred sales charge is based on the original purchase cost or the current
market value of the shares being sold, whichever is less. For purposes of
determining the contingent deferred sales charge, if you sell only some of your
shares, shares that are not subject to any contingent deferred sales charge will
be sold first, followed by shares that you have owned the longest.

See "Plans of distribution" in this prospectus for ongoing compensation paid to
your dealer or financial adviser for all share classes.

AUTOMATIC CONVERSION OF CLASS B AND C SHARES

Class B shares automatically convert to Class A shares in the month of the
eight-year anniversary of the purchase date. Class C shares automatically
convert to Class F-1 shares in the month of the 10-year anniversary of the
purchase date; however, Class 529-C shares will not convert to Class 529-F-1
shares. The Internal Revenue Service currently takes the position that these
automatic conversions are not taxable. Should its position change, the automatic
conversion feature may be suspended. If this happens, you would have the option
of converting your Class B, 529-B or C shares to the respective share classes at
the anniversary dates described above. This exchange would be based on the
relative net asset values of the two classes in question, without the imposition
of a sales charge or fee, but you might face certain tax consequences as a
result.


                                       26

International Growth and Income Fund / Prospectus


<PAGE>

CLASS 529-E AND CLASS F SHARES

Class 529-E and Class F shares are sold without any initial or contingent
deferred sales charge.

Sales charge reductions and waivers

TO RECEIVE A REDUCTION IN YOUR CLASS A INITIAL SALES CHARGE, YOU MUST LET YOUR
FINANCIAL ADVISER OR AMERICAN FUNDS SERVICE COMPANY KNOW AT THE TIME YOU
PURCHASE SHARES THAT YOU QUALIFY FOR SUCH A REDUCTION. IF YOU DO NOT LET YOUR
ADVISER OR AMERICAN FUNDS SERVICE COMPANY KNOW THAT YOU ARE ELIGIBLE FOR A
REDUCTION, YOU MAY NOT RECEIVE A SALES CHARGE DISCOUNT TO WHICH YOU ARE
OTHERWISE ENTITLED. In order to determine your eligibility to receive a sales
charge discount, it may be necessary for you to provide your adviser or American
Funds Service Company with information and records (including account
statements) of all relevant accounts invested in the American Funds.

IN ADDITION TO THE INFORMATION IN THIS PROSPECTUS, YOU MAY OBTAIN MORE
INFORMATION ABOUT SHARE CLASSES, SALES CHARGES AND SALES CHARGE REDUCTIONS AND
WAIVERS THROUGH A LINK ON THE HOME PAGE OF THE AMERICAN FUNDS WEBSITE AT
AMERICANFUNDS.COM, FROM THE STATEMENT OF ADDITIONAL INFORMATION OR FROM YOUR
FINANCIAL ADVISER.

REDUCING YOUR CLASS A INITIAL SALES CHARGE

Consistent with the policies described in this prospectus, you and your
"immediate family" (your spouse -- or equivalent if recognized under local law
-- and your children under the age of 21) may combine all of your American Funds
investments to reduce your Class A sales charge. Certain investments in the
American Funds Target Date Retirement Series may also be combined for this
purpose. Please see the American Funds Target Date Retirement Series prospectus
for further information. However, for this purpose, investments representing
direct purchases of American Funds Money Market Fund are excluded. Following are
different ways that you may qualify for a reduced Class A sales charge:

 AGGREGATING ACCOUNTS

 To receive a reduced Class A sales charge, investments made by you and your
 immediate family (see above) may be aggregated if made for your own account(s)
 and/or certain other accounts, such as:

 .trust accounts established by the above individuals (please see the statement
  of additional information for details regarding aggregation of trust accounts
  where the person(s) who established the trust is/are deceased);

 . solely controlled business accounts; and

 . single-participant retirement plans.


                                       27

                              International Growth and Income Fund / Prospectus
<PAGE>

 CONCURRENT PURCHASES

 You may combine simultaneous purchases (including, upon your request, purchases
 for gifts) of any class of shares of two or more American Funds (excluding
 American Funds Money Market Fund) to qualify for a reduced Class A sales
 charge.

 RIGHTS OF ACCUMULATION

 You may take into account your accumulated holdings in all share classes of the
 American Funds (excluding American Funds Money Market Fund) to determine the
 initial sales charge you pay on each purchase of Class A shares. Subject to
 your investment dealer's capabilities, your accumulated holdings will be
 calculated as the higher of (a) the current value of your existing holdings (as
 of the day prior to your additional American Funds investment) or (b) the
 amount you invested (including reinvested dividends and capital gains, but
 excluding capital appreciation) less any withdrawals. Please see the statement
 of additional information for further details. You should retain any records
 necessary to substantiate the historical amounts you have invested.

 If you make a gift of shares, upon your request you may purchase the shares at
 the sales charge discount allowed under rights of accumulation of all of your
 American Funds accounts.

 STATEMENT OF INTENTION

 You may reduce your Class A sales charge by establishing a statement of
 intention. A statement of intention allows you to combine all purchases of all
 share classes of the American Funds (excluding American Funds Money Market
 Fund) you intend to make over a 13-month period to determine the applicable
 sales charge; however, purchases made under a right of reinvestment,
 appreciation of your holdings, and reinvested dividends and capital gains do
 not count as purchases made during the statement period. The market value of
 your existing holdings eligible to be aggregated as of the day immediately
 before the start of the statement period may be credited toward satisfying the
 statement. A portion of your account may be held in escrow to cover additional
 Class A sales charges that may be due if your total purchases over the
 statement period do not qualify you for the applicable sales charge reduction.
 Employer-sponsored retirement plans may be restricted from establishing
 statements of intention. See "Sales charges" in this prospectus for more
 information.


                                       28

International Growth and Income Fund / Prospectus


<PAGE>

RIGHT OF REINVESTMENT

If you notify American Funds Service Company, you may reinvest proceeds from a
redemption, dividend payment or capital gain distribution without a sales charge
in the same fund or other American Funds, provided that the reinvestment occurs
within 90 days after the date of the redemption or distribution and is made into
the same account from which you redeemed the shares or received the
distribution. If the account has been closed, you may reinvest without a sales
charge if the new receiving account has the same registration as the closed
account.

Proceeds from a Class B share redemption for which a contingent deferred sales
charge was paid will be reinvested in Class A shares without any initial sales
charge. If you redeem Class B shares without paying a contingent deferred sales
charge, you may reinvest the proceeds in Class B shares or purchase Class A
shares; if you purchase Class A shares, you are responsible for paying any
applicable Class A sales charges. Proceeds from any other type of redemption and
all dividend payments and capital gain distributions will be reinvested in the
same share class from which the original redemption or distribution was made.
Any contingent deferred sales charge on Class A or C shares will be credited to
your account. Redemption proceeds of Class A shares representing direct
purchases in American Funds Money Market Fund that are reinvested in other
American Funds will be subject to a sales charge.

Proceeds will be reinvested at the next calculated net asset value after your
request is received by American Funds Service Company, provided that your
request contains all information and legal documentation necessary to process
the transaction. For purposes of this "right of reinvestment policy," automatic
transactions (including, for example, automatic purchases, withdrawals and
payroll deductions) and ongoing retirement plan contributions are not eligible
for investment without a sales charge. You may not reinvest proceeds in the
American Funds as described in this paragraph if such proceeds are subject to a
purchase block as described under "Frequent trading of fund shares" in this
prospectus. This paragraph does not apply to certain rollover investments as
described under "Rollovers from retirement plans to IRAs" in this prospectus.



                                       29

                              International Growth and Income Fund / Prospectus
<PAGE>

CONTINGENT DEFERRED SALES CHARGE WAIVERS

The contingent deferred sales charge on Class A, B and C shares may be waived in
the following cases:

. permitted exchanges of shares, except if shares acquired by exchange are then
 redeemed within the period during which a contingent deferred sales charge
 would apply to the initial shares purchased;

. tax-free returns of excess contributions to IRAs;

. redemptions due to death or postpurchase disability of the shareholder (this
 generally excludes accounts registered in the names of trusts and other
 entities);

. for 529 share classes only, redemptions due to a beneficiary's death,
 postpurchase disability or receipt of a scholarship (to the extent of the
 scholarship award);

. redemptions due to the complete termination of a trust upon the death of the
 trustor/ grantor or beneficiary, but only if such termination is specifically
 provided for in the trust document; and

. the following types of transactions, if together they do not exceed 12% of the
 value of an account annually (see the statement of additional information for
 more information about waivers regarding these types of transactions):

 -- redemptions due to receiving required minimum distributions from retirement
   accounts upon reaching age 70 1/2 (required minimum distributions that
   continue to be taken by the beneficiary(ies) after the account owner is
   deceased also qualify for a waiver); and

 -- if you have established an automatic withdrawal plan, redemptions through
   such a plan (including any dividends and/or capital gain distributions taken
   in cash).

To have your Class A, B or C contingent deferred sales charge waived, you must
inform your adviser or American Funds Service Company at the time you redeem
shares that you qualify for such a waiver.


                                       30

International Growth and Income Fund / Prospectus


<PAGE>

Rollovers from retirement plans to IRAs

Assets from retirement plans may be invested in Class A, C or F shares through
an IRA rollover, subject to the other provisions of this prospectus. Rollovers
invested in Class A shares from retirement plans will be subject to applicable
sales charges. The following rollovers to Class A shares will be made without a
sales charge:

. rollovers to IRAs from 403(b) plans with Capital Bank and Trust Company as
 custodian; and

. rollovers to IRAs that are attributable to American Funds investments, if they
 meet the following requirements:

 -- the assets being rolled over were invested in American Funds at the time of
   distribution; and

 -- the rolled over assets are contributed to an American Funds IRA with Capital
   Bank and Trust Company as custodian.

IRA rollover assets that roll over without a sales charge as described above
will not be subject to a contingent deferred sales charge, and investment
dealers will be compensated solely with an annual service fee that begins to
accrue immediately. IRA rollover assets invested in Class A shares that are not
attributable to American Funds investments, as well as future contributions to
the IRA, will be subject to sales charges and the terms and conditions generally
applicable to Class A share investments as described in this prospectus and the
statement of additional information.

Plans of distribution

The fund has plans of distribution or "12b-1 plans" for certain share classes,
under which it may finance activities primarily intended to sell shares,
provided that the categories of expenses are approved in advance by the fund's
board of trustees. The plans provide for payments, based on annualized
percentages of average daily net assets, of up to .30% for Class A shares; up to
.50% for Class 529-A shares; up to 1.00% for Class B and 529-B shares; up to
1.00% for Class C and 529-C shares; up to .75% for Class 529-E shares; and up to
.50% for Class F-1 and 529-F-1 shares. For all share classes indicated above, up
to .25% of these expenses may be used to pay service fees to qualified dealers
for providing certain shareholder services. The amount remaining for each share
class may be used for distribution expenses.

The 12b-1 fees paid by the fund, as a percentage of average net assets for the
previous fiscal year, are indicated in the Annual Fund Operating Expenses table
under "Fees and expenses of the fund" in this prospectus. Since these fees are
paid out of the fund's assets or income on an ongoing basis, over time they will
increase the cost and reduce the return of your investment. The higher fees for
Class B and C shares may cost you more over time than paying the initial sales
charge for Class A shares.


                                       31

                              International Growth and Income Fund / Prospectus
<PAGE>

Other compensation to dealers

American Funds Distributors, at its expense, currently provides additional
compensation to investment dealers. These payments may be made, at the
discretion of American Funds Distributors, to the top 100 dealers (or their
affiliates) that have sold shares of the American Funds. The level of payments
made to a qualifying firm in any given year will vary and in no case would
exceed the sum of (a) .10% of the previous year's American Funds sales by that
dealer and (b) .02% of American Funds assets attributable to that dealer. For
calendar year 2009, aggregate payments made by American Funds Distributors to
dealers were less than .02% of the average assets of the American Funds.
Aggregate payments may also change from year to year. A number of factors will
be considered in determining payments, including the qualifying dealer's sales,
assets and redemption rates, and the quality of the dealer's relationship with
American Funds Distributors. American Funds Distributors makes these payments to
help defray the costs incurred by qualifying dealers in connection with efforts
to educate financial advisers about the American Funds so that they can make
recommendations and provide services that are suitable and meet shareholder
needs. American Funds Distributors will, on an annual basis, determine the
advisability of continuing these payments. American Funds Distributors may also
pay expenses associated with meetings conducted by dealers outside the top 100
firms to facilitate educating financial advisers and shareholders about the
American Funds. If investment advisers, distributors or other affiliates of
mutual funds pay additional compensation or other incentives in differing
amounts, dealer firms and their advisers may have financial incentives for
recommending a particular mutual fund over other mutual funds. You should
consult with your financial adviser and review carefully any disclosure by your
financial adviser's firm as to compensation received.


                                       32

International Growth and Income Fund / Prospectus


<PAGE>

How to sell shares

You may sell (redeem) shares in any of the following ways:

 THROUGH YOUR DEALER OR FINANCIAL ADVISER (CERTAIN CHARGES MAY APPLY)

 . Shares held for you in your dealer's name must be sold through the dealer.

 . Class F shares must be sold through your dealer or financial adviser.

 WRITING TO AMERICAN FUNDS SERVICE COMPANY

 . Requests must be signed by the registered shareholder(s).

 . A signature guarantee is required if the redemption is:

  -- more than $75,000;

  -- made payable to someone other than the registered shareholder(s); or

  -- sent to an address other than the address of record or to an address of
    record that has been changed within the last 10 days.

 . American Funds Service Company reserves the right to require signature
  guarantee(s) on any redemption.

 . Additional documentation may be required for redemptions of shares held in
  corporate, partnership or fiduciary accounts.

 TELEPHONING OR FAXING AMERICAN FUNDS SERVICE COMPANY OR USING THE INTERNET

 . Redemptions by telephone, fax or the Internet (including American FundsLine
  and americanfunds.com) are limited to $75,000 per American Funds shareholder
  each day.

 . Checks must be made payable to the registered shareholder.

 . Checks must be mailed to an address of record that has been used with the
  account for at least 10 days.

If you recently purchased shares and subsequently request a redemption of those
shares, you will receive proceeds from the redemption once a sufficient period
of time has passed to reasonably ensure that checks or drafts (including
certified or cashier's checks) for the shares purchased have cleared (normally
10 business days).


                                       33

                              International Growth and Income Fund / Prospectus
<PAGE>

TRANSACTIONS BY TELEPHONE, FAX OR THE INTERNET

Generally, you are automatically eligible to redeem or exchange shares by
telephone, fax or the Internet, unless you notify us in writing that you do not
want any or all of these services. You may reinstate these services at any time.

Unless you decide not to have telephone, fax or Internet services on your
account(s), you agree to hold the fund, American Funds Service Company, any of
its affiliates or mutual funds managed by such affiliates, and each of their
respective directors, trustees, officers, employees and agents harmless from any
losses, expenses, costs or liabilities (including attorney fees) that may be
incurred in connection with the exercise of these privileges, provided that
American Funds Service Company employs reasonable procedures to confirm that the
instructions received from any person with appropriate account information are
genuine. If reasonable procedures are not employed, American Funds Service
Company and/or the fund may be liable for losses due to unauthorized or
fraudulent instructions.


                                       34

International Growth and Income Fund / Prospectus


<PAGE>

Distributions and taxes




DIVIDENDS AND DISTRIBUTIONS

The fund intends to distribute dividends to you, usually in March, June,
September and December.

Capital gains, if any, are usually distributed in December. When a dividend or
capital gain is distributed, the net asset value per share is reduced by the
amount of the payment.

You may elect to reinvest dividends and/or capital gain distributions to
purchase additional shares of this fund or other American Funds, or you may
elect to receive them in cash. Most shareholders do not elect to take capital
gain distributions in cash because these distributions reduce principal value.
Dividends and capital gain distributions for 529 share classes will be
automatically reinvested.




TAXES ON DIVIDENDS AND DISTRIBUTIONS

Dividends and capital gain distributions you receive from the fund are subject
to federal income taxes and may also be subject to state and local taxes, unless
you or your account is tax-exempt or tax-deferred.

For federal tax purposes, dividends and distributions of short-term capital
gains are taxable as ordinary income. Some or all of your dividends may be
eligible for a reduced tax rate if you meet a holding period requirement. The
fund's distributions of net long-term capital gains are taxable as long-term
capital gains. Any dividends or capital gain distributions you receive from the
fund will normally be taxable to you when made, regardless of whether you
reinvest dividends or capital gain distributions or receive them in cash.

TAXES ON TRANSACTIONS

Your redemptions, including exchanges, may result in a capital gain or loss for
federal tax purposes. A capital gain or loss on your investment is the
difference between the cost of your shares, including any sales charges, and the
amount you receive when you sell them.

SHAREHOLDER FEES

Fees borne directly by the fund normally have the effect of reducing a
shareholder's taxable income on distributions. By contrast, fees paid directly
to advisers by a fund shareholder for ongoing advice are deductible for income
tax purposes only to the extent that they (combined with certain other
qualifying expenses) exceed 2% of such shareholder's adjusted gross income.




PLEASE SEE YOUR TAX ADVISER FOR MORE INFORMATION. HOLDERS OF CLASS 529 SHARES
SHOULD REFER TO THE APPLICABLE PROGRAM DESCRIPTION FOR MORE INFORMATION
REGARDING THE TAX CONSEQUENCES OF SELLING CLASS 529 SHARES.


                                       35

                              International Growth and Income Fund / Prospectus
<PAGE>



Financial highlights/1/

The Financial Highlights table is intended to help you understand the fund's
results. Certain information reflects financial results for a single share of a
particular class. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the fund (assuming
reinvestment of all dividends and capital gain distributions). Where indicated,
figures in the table reflect the impact, if any, of certain
reimbursements/waivers from Capital Research and Management Company. For more
information about these reimbursements/ waivers, see the fund's statement of
additional information and annual report. The information in the Financial
Highlights table has been audited by Deloitte & Touche LLP, whose report, along
with the fund's financial statements, is included in the statement of additional
information, which is available upon request.





                                                   INCOME FROM INVESTMENT OPERATIONS/2/
                                                               Net (losses)
                                                                    on
                                                                securities
                                       Net asset                   (both                   Dividends
                                        value,        Net        realized     Total from   (from net   Net asset
                                       beginning  investment        and       investment   investment  value, end     Total
                                       of period    income      unrealized)   operations    income)    of period   return/3,4/
--------------------------------------------------------------------------------------------------------------------------------

CLASS A:
Period from 10/1/2008/5/ to 6/30/2009   $25.00       $.62         $(.39)         $.23        $(.45)      $24.78       1.04%
--------------------------------------------------------------------------------------------------------------------------------
CLASS B:
Period from 10/1/2008/5/ to 6/30/2009    25.00        .53          (.42)          .11         (.36)       24.75        .49
--------------------------------------------------------------------------------------------------------------------------------
CLASS C:
Period from 10/1/2008/5/ to 6/30/2009    25.00        .51          (.41)          .10         (.35)       24.75        .48
--------------------------------------------------------------------------------------------------------------------------------
CLASS F-1:
Period from 10/1/2008/5/ to 6/30/2009    25.00        .63          (.39)          .24         (.46)       24.78       1.06
--------------------------------------------------------------------------------------------------------------------------------
CLASS F-2:
Period from 10/1/2008/5/ to 6/30/2009    25.00        .60          (.31)          .29         (.50)       24.79       1.28
--------------------------------------------------------------------------------------------------------------------------------
CLASS 529-A:
Period from 10/1/2008/5/ to 6/30/2009   $25.00       $.70         $(.49)         $.21        $(.44)      $24.77        .96%
--------------------------------------------------------------------------------------------------------------------------------
CLASS 529-B:
Period from 10/1/2008/5/ to 6/30/2009    25.00        .50          (.41)          .09         (.35)       24.74        .43
--------------------------------------------------------------------------------------------------------------------------------
CLASS 529-C:
Period from 10/1/2008/5/ to 6/30/2009    25.00        .65          (.57)          .08         (.36)       24.72        .41
--------------------------------------------------------------------------------------------------------------------------------
CLASS 529-E:
Period from 10/1/2008/5/ to 6/30/2009    25.00        .74          (.56)          .18         (.40)       24.78        .82
--------------------------------------------------------------------------------------------------------------------------------
CLASS 529-F-1:
Period from 10/1/2008/5/ to 6/30/2009    25.00        .76          (.49)          .27         (.48)       24.79       1.18


                                                        Ratio of     Ratio of
                                                        expenses     expenses
                                                       to average   to average        Ratio
                                                       net assets   net assets       of net
                                        Net assets,   before reim-  after reim-     income to
                                       end of period  bursements/   bursements/      average
                                       (in millions)    waivers     waivers/4/    net assets/4/
------------------------------------------------------------------------------------------------

CLASS A:
Period from 10/1/2008/5/ to 6/30/2009     $1,424        1.11 %/6/     1.06 %/6/      3.73 %/6/
------------------------------------------------------------------------------------------------
CLASS B:
Period from 10/1/2008/5/ to 6/30/2009         18        1.81/6/       1.77/6/        3.16/6/
------------------------------------------------------------------------------------------------
CLASS C:
Period from 10/1/2008/5/ to 6/30/2009         87        1.84/6/       1.80/6/        3.07/6/
------------------------------------------------------------------------------------------------
CLASS F-1:
Period from 10/1/2008/5/ to 6/30/2009        164        1.07/6/       1.03/6/        3.76/6/
------------------------------------------------------------------------------------------------
CLASS F-2:
Period from 10/1/2008/5/ to 6/30/2009        119         .82/6/        .76/6/        3.57/6/
------------------------------------------------------------------------------------------------
CLASS 529-A:
Period from 10/1/2008/5/ to 6/30/2009     $    9        1.20 %/6/     1.16 %/6/      4.16 %/6/
------------------------------------------------------------------------------------------------
CLASS 529-B:
Period from 10/1/2008/5/ to 6/30/2009         --/7/     1.93 /6/      1.88/6/        3.00/6/
------------------------------------------------------------------------------------------------
CLASS 529-C:
Period from 10/1/2008/5/ to 6/30/2009          2        1.91 /6/      1.88/6/        3.81/6/
------------------------------------------------------------------------------------------------
CLASS 529-E:
Period from 10/1/2008/5/ to 6/30/2009         --/7/     1.39/6/       1.35/6/        4.36/6/
------------------------------------------------------------------------------------------------
CLASS 529-F-1:
Period from 10/1/2008/5/ to 6/30/2009         --/7/      .90/6/        .86/6/        4.48/6/





                                       36

International Growth and Income Fund / Prospectus


<PAGE>




                            FOR THE PERIOD OCTOBER 1, 2008/5/ TO JUNE 30, 2009
----------------------------------------------------------------------------------

 PORTFOLIO TURNOVER
RATE FOR ALL CLASSES                               33%
OF SHARES



1 Based on operations for the periods shown (unless otherwise noted) and,
 accordingly, may not be representative of a full year.
2 Based on average shares outstanding.
3 Total returns exclude any applicable sales charges, including contingent
 deferred sales charges.
4 This column reflects the impact, if any, of certain reimbursements/waivers
 from Capital Research and Management Company. During some of the periods shown,
 Capital Research and Management Company reduced fees for investment advisory
 services and reimbursed other fees and expenses.
5 Commencement of operations.
6 Annualized.
7 Amount less than $1 million.

                                       37




                              International Growth and Income Fund / Prospectus



<PAGE>




[logo - American Funds /(R)/]             The right choice for the long term/(R)/





          FOR SHAREHOLDER          American Funds Service Company
          SERVICES                 800/421-0180
          FOR RETIREMENT PLAN      Call your employer or plan
          SERVICES                 administrator
          FOR 529 PLANS            American Funds Service Company
                                   800 /421-0180, ext. 529
          FOR 24                   American FundsLine
          -HOUR INFORMATION        800/325-3590
                                   americanfunds.com


          Telephone calls you have with American Funds may be
          monitored or recorded for quality assurance,
          verification and recordkeeping purposes. By speaking to
          American Funds on the telephone, you consent to such
          monitoring and recording.
-----------------------------------------------------------------------------------



ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS  The shareholder reports contain
additional information about the fund, including financial statements,
investment results, portfolio holdings, a discussion of market conditions and
the fund's investment strategies and the independent registered public
accounting firm's report (in the annual report).

PROGRAM DESCRIPTION  The CollegeAmerica/(R)/ 529 program description contains
additional information about the policies and services related to 529 plan
accounts.




STATEMENT OF ADDITIONAL INFORMATION (SAI) AND CODES OF ETHICS  The current SAI,
as amended from time to time, contains more detailed information about the fund,
including the fund's financial statements, and is incorporated by reference into
this prospectus. This means that the current SAI, for legal purposes, is part of
this prospectus. The codes of ethics describe the personal investing policies
adopted by the fund, the fund's investment adviser and its affiliated companies.

The codes of ethics and current SAI are on file with the U.S. Securities and
Exchange Commission (SEC). These and other related materials about the fund are
available for review or to be copied at the SEC's Public Reference Room in
Washington, D.C. (202/551-8090), on the EDGAR database on the SEC's website at
sec.gov or, after payment of a duplicating fee, via e-mail request to
publicinfo@sec.gov or by writing to the SEC's Public Reference Section, 100 F
Street, NE, Washington, D.C. 20549-1520. The codes of ethics, current SAI and
shareholder reports are also available, free of charge, on our website,
americanfunds.com.

E-DELIVERY AND HOUSEHOLD MAILINGS  Each year you are automatically sent an
updated summary prospectus and annual and semi-annual reports for the fund. You
may also occasionally receive proxy statements for the fund. In order to reduce
the volume of mail you receive, when possible, only one copy of these documents
will be sent to shareholders who are part of the same family and share the same
household address. You may elect to receive these documents electronically in
lieu of paper form by enrolling in e-delivery on our website, americanfunds.com.

If you would like to opt out of household-based mailings or receive a
complimentary copy of the current SAI, codes of ethics, annual/semi-annual
report to shareholders or applicable program description, please call American
Funds Service Company at 800/421-0180 or write to the secretary of the fund at
P.O. Box 7650, San Francisco, California 94120.

SECURITIES INVESTOR PROTECTION CORPORATION (SIPC)  Shareholders may obtain
information about SIPC/(R)/ on its website at sipc.org or by calling
202/371-8300.






                                          Investment Company File No. 811-22215
                                      MFGEPR-934-0310P Litho in USA CGD/CF/9970
-------------------------------------------------------------------------------
THE CAPITAL GROUP COMPANIES
American Funds      Capital Research and Management     Capital International      Capital Guardian      Capital Bank and Trust






<PAGE>





[logo - American Funds /(R)/]             The right choice for the long term/(R)/



International Growth
and Income Fund/SM/






CLASS         TICKER        R-3.........  RGICX
A...........  IGAAX         R-4.........  RIGEX
R-1.........  RIGAX         R-5.........  RIGFX
R-2.........  RIGBX         R-6.........  RIGGX







 RETIREMENT PLAN
 PROSPECTUS





 March 1, 2010






TABLE OF CONTENTS

 1   Investment objective
 1   Fees and expenses of the fund
 3   Principal investment strategies
 3   Principal risks
 4   Investment results
 6   Management
 6   Purchase and sale of fund shares
 7   Tax information
 7   Payments to broker-dealers and other financial
     intermediaries
 8   Investment objective, strategies and risks
 9   Additional investment results
10   Management and organization
13   Purchase, exchange and sale of shares
18   Sales charges
21   Sales charge reductions
23   Rollovers from retirement plans to IRAs
23   Plans of distribution
24   Other compensation to dealers
25   Distributions and taxes
26   Financial highlights





 THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF
 THESE SECURITIES. FURTHER, IT HAS NOT DETERMINED THAT THIS PROSPECTUS IS
 ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
 OFFENSE.


<PAGE>

[This page is intentionally left blank for this filing.]

<PAGE>

Investment objective

The fund's investment objective is to provide you with long-term growth of
capital while providing current income.

Fees and expenses of the fund

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund. You may qualify for a Class A sales charge discount if you
and your family invest, or agree to invest in the future, at least $25,000 in
American Funds. More information about these and other discounts is available
from your financial professional and in the "Sales charge reductions" section on
page 21 of the retirement plan prospectus and in the "Sales charge reductions
and waivers" section on page 54 of the fund's statement of additional
information.






 SHAREHOLDER FEES
 (fees paid directly from your investment)
------------------------------------------------------------------------------
                                                CLASS A   ALL R SHARE CLASSES
                                                ------------------------------

 Maximum sales charge (load) imposed on          5.75%           none
 purchases (as a percentage of offering price)
------------------------------------------------------------------------------
 Maximum deferred sales charge (load)             none           none
 (as a percentage of the amount redeemed)
------------------------------------------------------------------------------
 Maximum sales charge (load) imposed              none           none
 on reinvested dividends
------------------------------------------------------------------------------
 Redemption or exchange fees                      none           none








 ANNUAL FUND OPERATING EXPENSES
 (expenses that you pay each year as a percentage of the value of your
 investment)
-----------------------------------------------SHARE CLASSES-------------------



                              --A-----R-1----R-2----R-3----R-4----R-5-----R-6--

                              -------------------------------------------------

 Management fees              0.61%  0.61%  0.61%  0.61%  0.61%  0.61%   0.61%
-------------------------------------------------------------------------------
 Distribution and/or service  0.30   1.00   0.75   0.50   0.25   none    none
 (12b-1) fees
-------------------------------------------------------------------------------
 Other expenses/*/            0.20   0.21   0.52   0.27   0.21   0.20    0.15
-------------------------------------------------------------------------------
 Total annual fund operating  1.11   1.82   1.88   1.38   1.07   0.81    0.76
 expenses
-------------------------------------------------------------------------------





                                       1

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year, that all
dividends and capital gain distributions are reinvested, and that the fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:





 SHARE CLASSES                 1 YEAR  3 YEARS  5 YEARS   10 YEARS
-------------------------------------------------------------------

 A                              $682    $908    $1,151     $1,849
-------------------------------------------------------------------
 R-1                             185     573       985      2,137
-------------------------------------------------------------------
 R-2                             191     591     1,016      2,201
-------------------------------------------------------------------
 R-3                             140     437       755      1,657
-------------------------------------------------------------------
 R-4                             109     340       590      1,306
-------------------------------------------------------------------
 R-5                              83     259       450      1,002
-------------------------------------------------------------------
 R-6                              78     243       422        942
-------------------------------------------------------------------




* Based on estimated amounts for the current fiscal year.

PORTFOLIO TURNOVER

The fund pays transaction costs, such as commissions, when it buys and sells
securities (or "turns over" its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when fund
shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the fund's performance.
During the most recent fiscal year, the fund's portfolio turnover rate was 33%
of the average value of its portfolio. The fund commenced operations on October
1, 2008; therefore, the stated portfolio turnover rate may not be representative
of a full year.


                                       2

International Growth and Income Fund / Retirement plan prospectus


<PAGE>

Principal investment strategies

The fund invests primarily in stocks of larger, well-established companies
domiciled outside the United States, including in developing countries. The fund
currently intends to invest at least 90% of its assets in securities of issuers
domiciled outside the United States and whose securities are primarily listed on
exchanges outside the United States. The fund therefore expects to be invested
in numerous countries outside the United States.

The fund is designed for investors seeking both capital appreciation and income.
In pursuing its objective, the fund will focus on stocks of companies with
strong earnings that pay dividends. We believe that these stocks will be more
resistant to market declines than stocks of companies that do not pay dividends.

The fund relies on the professional judgment of its investment adviser to make
decisions about the fund's portfolio investments. The basic investment
philosophy of the investment adviser is to seek to invest in attractively valued
companies that, in its opinion, represent above-average, long-term investment
opportunities. The investment adviser believes that an important way to
accomplish this is through fundamental analysis, which may include meeting with
company executives and employees, suppliers, customers and competitors.
Securities may be sold when the investment adviser believes that they no longer
represent relatively attractive investment opportunities. The investment adviser
uses a system of multiple portfolio counselors in managing the fund's assets.
Under this approach, the portfolio of the fund is divided into segments managed
by individual counselors who decide how their respective segments will be
invested.

Principal risks

YOU MAY LOSE MONEY BY INVESTING IN THE FUND. THE LIKELIHOOD OF LOSS MAY BE
GREATER IF YOU INVEST FOR A SHORTER PERIOD OF TIME.

Investors in the fund should have a long-term perspective and, for example, be
able to tolerate potentially sharp declines in value.

The prices of, and the income generated by, the common stocks and other
securities held by the fund may decline in response to certain events taking
place around the world, including those directly involving the issuers whose
securities are owned by the fund; conditions affecting the general economy;
overall market changes; local, regional or global political, social or economic
instability; governmental or governmental agency responses to economic
conditions; and currency, interest rate and commodity price fluctuations.


                                       3

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>


Investments in securities issued by entities based outside the United States may
also be affected by currency controls; different accounting, auditing, financial
reporting, disclosure, and regulatory and legal standards and practices;
expropriation; changes in tax policy; greater market volatility; different
securities market structures; higher transaction costs; and various
administrative difficulties, such as delays in clearing and settling portfolio
transactions or in receiving payment of dividends. These risks may be heightened
in connection with investments in developing countries. Investments in
securities issued by entities domiciled in the United States may also be subject
to many of these risks.

Your investment in the fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency, entity or person.

Investment results

The bar chart below shows how the fund's investment results have varied from
year to year, and the table on page 5 shows how the fund's average annual total
returns for various periods compare with different broad measures of market
performance. This information provides some indication of the risks of investing
in the fund. Past results (before and after taxes) are not predictive of future
results. Updated information on the fund's results can be obtained by visiting
americanfunds.com.




CALENDAR YEAR TOTAL RETURNS FOR CLASS A SHARES
(Results do not include a sales charge; if a sales charge were included,
results would be lower.)

[begin bar chart]

2009   35.29%

[end bar chart]





Highest/Lowest quarterly results during this time period were:




HIGHEST                          18.84%  (quarter ended September 30, 2009)
LOWEST                           -6.95%  (quarter ended March 31, 2009)





                                       4

International Growth and Income Fund / Retirement plan prospectus


<PAGE>






 AVERAGE ANNUAL TOTAL RETURNS
 FOR THE PERIODS ENDED DECEMBER 31, 2009 (WITH MAXIMUM SALES CHARGE):
 SHARE CLASS                       INCEPTION DATE    1 YEAR     LIFETIME
--------------------------------------------------------------------------

 A                                   10/1/2008       27.51%      13.42%






 SHARE CLASS                    INCEPTION DATE  1 YEAR   LIFETIME
------------------------------------------------------------------

 R-1                              10/1/2008     34.29%    18.07%
------------------------------------------------------------------
 R-2                              10/1/2008     34.28     18.06
------------------------------------------------------------------
 R-3                              10/1/2008     34.89     18.60
------------------------------------------------------------------
 R-4                              10/1/2008     35.32     18.97
------------------------------------------------------------------
 R-5                              10/1/2008     35.66     19.28









 INDEXES/1/                                       1 YEAR        LIFETIME/2/
-------------------------------------------------------------------------------

 MSCI World ex USA Index
 (reflects no deductions for fees, expenses or    34.39%           4.09%
 taxes)
 Lipper International Funds Index                 35.30            5.45
 (reflects no deductions for fees or taxes)
-------------------------------------------------------------------------------

 Class A annualized 30-day yield at December 31, 2009: 2.59%
 (For current yield information, please call American FundsLine/(R)/ at
800/325-3590.)




1 MSCI World ex USA Index reflects the market sectors and securities in which
 the fund primarily invests. Lipper International Funds Index includes mutual
 funds that disclose investment objectives reasonably comparable to those of the
 fund. See page 9 of this prospectus for more information on the indexes listed
 above.
2 Lifetime results for the index(es) shown are measured from the date Class A
 shares were first sold.


                                       5

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>




Management




INVESTMENT ADVISER

Capital Research and Management Company, the investment adviser to the fund,
uses a system of multiple portfolio counselors in managing mutual fund assets.



PORTFOLIO COUNSELORS

The primary individual portfolio counselors for the fund are:




                             PORTFOLIO COUNSELOR   PRIMARY TITLE
 PORTFOLIO COUNSELOR/            EXPERIENCE        WITH INVESTMENT ADVISER
 FUND TITLE (if applicable)     IN THIS FUND       (or one of its divisions)
------------------------------------------------------------------------------

 STEVEN T. WATSON                  1 year          Senior Vice President -
 Vice Chairman of the Board   (since the fund's    Capital World Investors
                                 inception)

------------------------------------------------------------------------------
 CARL M. KAWAJA                    1 year          Senior Vice President -
 President                    (since the fund's    Capital World Investors
                                 inception)

------------------------------------------------------------------------------
 ANDREW B. SUZMAN                  1 year          Senior Vice President -
 Senior Vice President        (since the fund's    Capital World Investors
                                 inception)


------------------------------------------------------------------------------



Purchase and sale of fund shares

Eligible retirement plans generally may open an account and purchase Class A or
R shares by contacting any investment dealer authorized to sell these classes of
the fund's shares. Investment dealers may impose transaction charges in addition
to those described in this prospectus.

Please contact your plan administrator or recordkeeper in order to sell (redeem)
shares from your retirement plan.


                                       6

International Growth and Income Fund / Retirement plan prospectus


<PAGE>

Tax information

Dividends and capital gains distributed by the fund to tax-deferred retirement
plan accounts are not currently taxable.

Payments to broker-dealers and other financial intermediaries

If you purchase shares of the fund through a broker-dealer or other financial
intermediary (such as a bank), the fund and the fund's distributor or its
affiliates may pay the intermediary for the sale of fund shares and related
services. These payments may create a conflict of interest by influencing the
broker-dealer or other intermediary and your individual financial adviser to
recommend the fund over another investment. Ask your individual financial
adviser or visit your financial intermediary's website for more information.


                                       7

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>

Investment objective, strategies and risks

The fund's investment objective is to provide you with long-term growth of
capital while providing current income. The fund will pursue this objective by
investing primarily in stocks of larger, well-established companies domiciled
outside the United States, including developing countries. The fund currently
intends to invest at least 90% of its assets in securities of issuers domiciled
outside the United States and whose securities are primarily listed on exchanges
outside the United States. The fund therefore expects to be invested in numerous
countries outside the United States. The fund is designed for investors seeking
both capital appreciation and income. In pursuing its objective, the fund will
focus on stocks of companies with strong earnings that pay dividends. We believe
that these stocks will be more resistant to market declines than stocks of
companies that do not pay dividends.

Investors in the fund should have a long-term perspective and, for example, be
able to tolerate potentially sharp declines in value.

Your investment in the fund is subject to various risks. Consequently, the
fund's income may decline and/or its portfolio holdings may lose value. Declines
in dividends paid to the fund and in the values of certain stocks held by the
fund could be in response to economic, political and/or social events taking
place around the world. For example, increases in the prices of basic
commodities, such as oil and grains, can negatively impact the values of certain
companies. Further, changes in relationships among global currencies may trigger
declines in the value of the fund's income and/or holdings. Investing in
securities issued by entities based outside the United States may also be
affected by currency controls, different accounting and legal standards,
expropriation, tax policies, greater market volatility and various
administrative difficulties. These risks may be heightened in connection with
investments in developing countries. The fund's investment results will depend
on the ability of the fund's investment adviser to navigate these risks.

The fund may also hold cash or money market instruments. The percentage of the
fund invested in such holdings varies and depends on various factors, including
market conditions and purchases and redemptions of fund shares. For temporary
defensive purposes, the fund may hold a significant portion of its assets in
such securities. The investment adviser may determine that it is appropriate to
take such action in response to certain circumstances, such as periods of market
turmoil. A larger percentage of such holdings could limit the fund's ability to
achieve its investment objective in a period of rising market prices. A larger
percentage of cash or money market instruments could reduce the magnitude of the
fund's loss in a period of falling market prices and provide liquidity to make
additional investments or to meet redemptions.

You should consider how this fund fits into your overall investment program.

In addition to the principal investment strategies described above, the fund has
other investment practices that are described in the statement of additional
information.


                                       8

International Growth and Income Fund / Retirement plan prospectus


<PAGE>

Additional investment results

Unlike the table on page 5, the table below reflects the fund's results
calculated without sales charges.





 AVERAGE ANNUAL TOTAL RETURNS
 FOR THE PERIODS ENDED DECEMBER 31, 2009 (WITHOUT SALES CHARGE):
 SHARE CLASS                     INCEPTION DATE   1 YEAR    LIFETIME
----------------------------------------------------------------------

 A                                  10/1/2008     35.29%     18.95%






 SHARE CLASS                    INCEPTION DATE  1 YEAR   LIFETIME
------------------------------------------------------------------

 R-1                              10/1/2008     34.29%    18.07%
------------------------------------------------------------------
 R-2                              10/1/2008     34.28     18.06
------------------------------------------------------------------
 R-3                              10/1/2008     34.89     18.60
------------------------------------------------------------------
 R-4                              10/1/2008     35.32     18.97
------------------------------------------------------------------
 R-5                              10/1/2008     35.66     19.28









 INDEXES/1/                                    1 YEAR          LIFETIME/2/
-------------------------------------------------------------------------------

 MSCI World ex USA Index
 (reflects no deductions for fees,             34.39%             4.09%
 expenses or taxes)
 Lipper International Funds Index
 (reflects no deductions for fees or           35.30              5.45
 taxes)

 Class A distribution rate at December 31, 2009: 2.35%/3/
 (For current distribution rate information, please call American FundsLine
at 800/325-3590.)




1 MSCI World ex USA Index reflects the market sectors and securities in which
 the fund primarily invests. Lipper International Funds Index includes mutual
 funds that disclose investment objectives reasonably comparable to those of the
 fund.
2 Lifetime results for the index(es) shown are measured from the date Class A
 shares were first sold.
3 Reflects a fee waiver (2.34% without the waiver) as described in the financial
 highlights table and the statement of additional information. The distribution
 rate is based on actual dividends paid to Class A shareholders over a 12-month
 period. Capital gain distributions, if any, are added back to net asset value
 to determine the rate.

The investment results tables above and on page 5 show how the fund's average
annual total returns compare with various broad measures of market performance.
MSCI World ex USA Index is a free float-adjusted market capitalization weighted
index that is designed to measure equity market performance of developed
markets, excluding the United States. The index consists of more than 20
developed market country indexes. This index is unmanaged and its results
include reinvested dividends and/or distributions, but do not reflect the effect
of sales charges, commissions, expenses or taxes. Lipper International Funds
Index is an equally weighted index of funds that invest assets in securities
with primary trading markets outside the United States. The results of the
underlying funds in the index include the reinvestment of dividends and capital
gain distributions, as well as expenses and brokerage commissions paid by the
funds for portfolio transactions, but do not reflect the effect of sales charges
or taxes.

All fund results reflected in the "Investment results" section of this
prospectus and this "Additional investment results" section reflect the
reinvestment of dividends and capital gain distributions, if any. Unless
otherwise noted, fund results reflect any fee waivers and/or expense
reimbursements in effect during the period presented.


                                       9

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>

Management and organization




INVESTMENT ADVISER

Capital Research and Management Company, an experienced investment management
organization founded in 1931, serves as investment adviser to the fund and other
funds, including the American Funds. Capital Research and Management Company is
a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at
333 South Hope Street, Los Angeles, California 90071, and 6455 Irvine Center
Drive, Irvine, California 92618. Capital Research and Management Company manages
the investment portfolio and business affairs of the fund. The total management
fee to be paid by the fund for the current fiscal year, as a percentage of
average net assets, appears in the Annual Fund Operating Expenses table under
"Fees and expenses of the fund." Please see the statement of additional
information for further details. A discussion regarding the basis for the
approval of the fund's investment advisory and service agreement by the fund's
board of trustees is contained in the fund's semi-annual report to shareholders
for the fiscal period ended December 31, 2009.

Capital Research and Management Company manages equity assets through two
investment divisions, Capital World Investors and Capital Research Global
Investors, and manages fixed-income assets through its Fixed Income division.
Capital World Investors and Capital Research Global Investors make investment
decisions on an independent basis.

Rather than remain as investment divisions, Capital World Investors and Capital
Research Global Investors may be incorporated into wholly owned subsidiaries of
Capital Research and Management Company. In that event, Capital Research and
Management Company would continue to be the investment adviser, and day-to-day
investment management of equity assets would continue to be carried out through
one or both of these subsidiaries. Capital Research and Management Company and
each of the funds it advises have applied to the Securities and Exchange
Commission for an exemptive order that would give Capital Research and
Management Company the authority to use, upon approval of the fund's board, its
management subsidiaries and affiliates to provide day-to-day investment
management services to the fund, including making changes to the management
subsidiaries and affiliates providing such services. Although not currently
contemplated, Capital Research and Management Company could incorporate its
fixed-income division in the future and engage it to provide day-to-day
investment management of fixed-income assets. The fund's shareholders approved
this arrangement at a meeting of the fund's shareholders on November 24, 2009.
There is no assurance that Capital Research and Management Company will
incorporate its investment divisions or exercise any authority, if granted,
under an exemptive order.


                                       10

International Growth and Income Fund / Retirement plan prospectus


<PAGE>




EXECUTION OF PORTFOLIO TRANSACTIONS

The investment adviser places orders with broker-dealers for the fund's
portfolio transactions. In selecting broker-dealers, the investment adviser
strives to obtain "best execution" (the most favorable total price reasonably
attainable under the circumstances) for the fund's portfolio transactions,
taking into account a variety of factors. Subject to best execution, the
investment adviser may consider investment research and/or brokerage services
provided to the adviser in placing orders for the fund's portfolio transactions.
The investment adviser may place orders for the fund's portfolio transactions
with broker-dealers who have sold shares of funds managed by the investment
adviser or its affiliated companies; however, it does not give consideration to
whether a broker-dealer has sold shares of the funds managed by the investment
adviser or its affiliated companies when placing any such orders for the fund's
portfolio transactions. A more detailed description of the investment adviser's
policies is included in the fund's statement of additional information.

PORTFOLIO HOLDINGS

Portfolio holdings information for the fund is available on the American Funds
website at americanfunds.com. To reach this information, access the fund's
detailed information page on the website. A list of the fund's top 10 equity
holdings, updated as of each month-end, is generally posted to this page within
14 days after the end of the applicable month. A link to the fund's complete
list of publicly disclosed portfolio holdings, updated as of each calendar
quarter-end, is generally posted to this page within 45 days after the end of
the applicable quarter. Both lists remain available on the website until new
information for the next month or quarter is posted. Portfolio holdings
information for the fund is also contained in reports filed with the U.S.
Securities and Exchange Commission.

A description of the fund's policies and procedures regarding disclosure of
information about its portfolio holdings is available in the statement of
additional information.


                                       11

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>

MULTIPLE PORTFOLIO COUNSELOR SYSTEM

Capital Research and Management Company uses a system of multiple portfolio
counselors in managing mutual fund assets. Under this approach, the portfolio of
a fund is divided into segments managed by individual counselors who decide how
their respective segments will be invested. In addition, Capital Research and
Management Company's investment analysts may make investment decisions with
respect to a portion of a fund's portfolio. Investment decisions are subject to
a fund's objective(s), policies and restrictions and the oversight of the
appropriate investment-related committees of Capital Research and Management
Company and its investment divisions. The table below shows the investment
experience and role in management of the fund for each of the fund's primary
portfolio counselors.






                                                                  ROLE IN
                       INVESTMENT                EXPERIENCE       MANAGEMENT
 PORTFOLIO COUNSELOR   EXPERIENCE               IN THIS FUND      OF THE FUND
----------------------------------------------------------------------------------------

 STEVEN T. WATSON      Investment                   1 year        Serves as an equity
                       professional for 22    (since the fund's   portfolio counselor
                       years in total;           inception)
                       20 years with Capital
                       Research and
                       Management Company or
                       affiliate
----------------------------------------------------------------------------------------
 CARL M. KAWAJA        Investment                   1 year        Serves as an equity
                       professional for 22    (since the fund's   portfolio counselor
                       years in total;           inception)
                       19 years with Capital
                       Research and
                       Management Company or
                       affiliate
----------------------------------------------------------------------------------------
 ANDREW B. SUZMAN      Investment                   1 year        Serves as an equity
                       professional for 17    (since the fund's   portfolio counselor
                       years in total; all       inception)
                       with Capital Research
                       and Management
                       Company or affiliate
----------------------------------------------------------------------------------------




Information regarding the portfolio counselors' compensation, their ownership of
securities in the fund and other accounts they manage is in the statement of
additional information.

CERTAIN PRIVILEGES AND/OR SERVICES DESCRIBED ON THE FOLLOWING PAGES OF THIS
PROSPECTUS AND IN THE STATEMENT OF ADDITIONAL INFORMATION MAY NOT BE AVAILABLE
TO YOU, DEPENDING ON YOUR INVESTMENT DEALER OR RETIREMENT PLAN RECORDKEEPER.



PLEASE SEE YOUR FINANCIAL ADVISER, INVESTMENT DEALER OR RETIREMENT PLAN
RECORDKEEPER FOR MORE INFORMATION.


                                       12

International Growth and Income Fund / Retirement plan prospectus


<PAGE>

Purchase, exchange and sale of shares

AMERICAN FUNDS SERVICE COMPANY, THE FUND'S TRANSFER AGENT, ON BEHALF OF THE FUND
AND AMERICAN FUNDS DISTRIBUTORS,/(R)/ THE FUND'S DISTRIBUTOR, IS REQUIRED BY LAW
TO OBTAIN CERTAIN PERSONAL INFORMATION FROM YOU OR ANY OTHER PERSON(S) ACTING ON
YOUR BEHALF IN ORDER TO VERIFY YOUR OR SUCH PERSON'S IDENTITY. IF YOU DO NOT
PROVIDE THE INFORMATION, THE TRANSFER AGENT MAY NOT BE ABLE TO OPEN YOUR
ACCOUNT. IF THE TRANSFER AGENT IS UNABLE TO VERIFY YOUR IDENTITY OR THAT OF ANY
OTHER PERSON(S) AUTHORIZED TO ACT ON YOUR BEHALF, OR BELIEVES IT HAS IDENTIFIED
POTENTIALLY CRIMINAL ACTIVITY, THE FUND AND AMERICAN FUNDS DISTRIBUTORS RESERVE
THE RIGHT TO CLOSE YOUR ACCOUNT OR TAKE SUCH OTHER ACTION THEY DEEM REASONABLE
OR REQUIRED BY LAW.

PURCHASES AND EXCHANGES

Eligible retirement plans generally may open an account and purchase Class A or
R shares by contacting any investment dealer (who may impose transaction charges
in addition to those described in this prospectus) authorized to sell these
classes of the fund's shares. Some or all R share classes may not be available
through certain investment dealers. Additional shares may be purchased through a
plan's administrator or recordkeeper.

Class A shares are generally not available for retirement plans using the
PlanPremier/(R)/ or Recordkeeper Direct/(R)/ recordkeeping programs.

Class R shares are generally available only to 401(k) plans, 457 plans, 403(b)
plans, profit-sharing and money purchase pension plans, defined benefit plans
and nonqualified deferred compensation plans. Class R shares also are generally
available only to retirement plans where plan level or omnibus accounts are held
on the books of the fund. Class R-5 and R-6 shares are generally available only
to fee-based programs or through retirement plan intermediaries. In addition,
Class R-6 shares are available for investment by American Funds Target Date
Retirement Series/(R)/,and Class R-5 shares are available to other registered
investment companies approved by the fund. Class R shares generally are not
available to retail nonretirement accounts, traditional and Roth individual
retirement accounts (IRAs), Coverdell Education Savings Accounts, SEPs, SARSEPs,
SIMPLE IRAs and 529 college savings plans.

Shares of the fund offered through this prospectus generally may be exchanged
into shares of the same class of other American Funds. Exchanges of Class A
shares from American Funds Money Market Fund/SM/ purchased without a sales
charge generally will be subject to the appropriate sales charge.


                                       13

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>

FREQUENT TRADING OF FUND SHARES

The fund and American Funds Distributors reserve the right to reject any
purchase order for any reason. The fund is not designed to serve as a vehicle
for frequent trading. Frequent trading of fund shares may lead to increased
costs to the fund and less efficient management of the fund's portfolio,
potentially resulting in dilution of the value of the shares held by long-term
shareholders. Accordingly, purchases, including those that are part of exchange
activity that the fund or American Funds Distributors has determined could
involve actual or potential harm to the fund, may be rejected.

The fund, through its transfer agent, American Funds Service Company, maintains
surveillance procedures that are designed to detect frequent trading in fund
shares. Under these procedures, various analytics are used to evaluate factors
that may be indicative of frequent trading. For example, transactions in fund
shares that exceed certain monetary thresholds may be scrutinized. American
Funds Service Company also may review transactions that occur close in time to
other transactions in the same account or in multiple accounts under common
ownership or influence. Trading activity that is identified through these
procedures or as a result of any other information available to the fund will be
evaluated to determine whether such activity might constitute frequent trading.
These procedures may be modified from time to time as appropriate to improve the
detection of frequent trading, to facilitate monitoring for frequent trading in
particular retirement plans or other accounts, and to comply with applicable
laws.

In addition to the fund's broad ability to restrict potentially harmful trading
as described above, the fund's board of trustees has adopted a "purchase
blocking policy" under which any shareholder redeeming shares having a value of
$5,000 or more from the fund will be precluded from investing in the fund for 30
calendar days after the redemption transaction. This policy also applies to
redemptions and purchases that are part of exchange transactions. Under the
fund's purchase blocking policy, certain purchases will not be prevented and
certain redemptions will not trigger a purchase block, such as purchases and
redemptions of shares having a value of less than $5,000; transactions in Class
529 shares; purchases and redemptions resulting from reallocations by American
Funds Target Date Retirement Series; retirement plan contributions, loans and
distributions (including hardship withdrawals) identified as such on the
retirement plan recordkeeper's system; purchase transactions involving transfers
of assets, rollovers, Roth IRA conversions and IRA recharacterizations, where
the entity maintaining the shareholder account is able to identify the
transaction as one of these types of transactions; and systematic redemptions
and purchases, where the entity maintaining the shareholder account is able to
identify the transaction as a systematic redemption or purchase. Generally,
purchases and redemptions will not be considered "systematic" unless the
transaction is pre-scheduled for a specific date.


                                       14

International Growth and Income Fund / Retirement plan prospectus


<PAGE>


The fund reserves the right to waive the purchase blocking policy with respect
to specific shareholder accounts in those instances where American Funds Service
Company determines that its surveillance procedures are adequate to detect
frequent trading in fund shares.

American Funds Service Company will work with certain intermediaries (such as
investment dealers holding shareholder accounts in street name, retirement plan
recordkeepers, insurance company separate accounts and bank trust companies) to
apply their own procedures, provided that American Funds Service Company
believes the intermediary's procedures are reasonably designed to enforce the
frequent trading policies of the fund. You should refer to disclosures provided
by the intermediaries with which you have an account to determine the specific
trading restrictions that apply to you.

If American Funds Service Company identifies any activity that may constitute
frequent trading, it reserves the right to contact the intermediary and request
that the intermediary either provide information regarding an account owner's
transactions or restrict the account owner's trading. If American Funds Service
Company is not satisfied that the intermediary has taken appropriate action,
American Funds Service Company may terminate the intermediary's ability to
transact in fund shares.

There is no guarantee that all instances of frequent trading in fund shares will
be prevented.

NOTWITHSTANDING THE FUND'S SURVEILLANCE PROCEDURES AND PURCHASE BLOCKING POLICY,
ALL TRANSACTIONS IN FUND SHARES REMAIN SUBJECT TO THE RIGHT OF THE FUND AND
AMERICAN FUNDS DISTRIBUTORS TO RESTRICT POTENTIALLY ABUSIVE TRADING GENERALLY
(INCLUDING THE TYPES OF TRANSACTIONS DESCRIBED ABOVE THAT WILL NOT BE PREVENTED
OR TRIGGER A BLOCK UNDER THE PURCHASE BLOCKING POLICY). SEE THE STATEMENT OF
ADDITIONAL INFORMATION FOR MORE INFORMATION ABOUT HOW AMERICAN FUNDS SERVICE
COMPANY MAY ADDRESS OTHER POTENTIALLY ABUSIVE TRADING ACTIVITY IN THE AMERICAN
FUNDS.


                                       15

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>




VALUING SHARES

The net asset value of each share class of the fund is the value of a single
share. The fund calculates the net asset value each day the New York Stock
Exchange is open for trading as of approximately 4 p.m. New York time, the
normal close of regular trading. Assets are valued primarily on the basis of
market quotations. However, the fund has adopted procedures for making "fair
value" determinations if market quotations are not readily available or are not
considered reliable. For example, if events occur between the close of markets
outside the United States and the close of regular trading on the New York Stock
Exchange that, in the opinion of the investment adviser, materially affect the
value of any of the fund's securities that principally trade in those
international markets, those securities will be valued in accordance with fair
value procedures. Use of these procedures is intended to result in more
appropriate net asset values. In addition, such use will reduce, if not
eliminate, potential arbitrage opportunities otherwise available to short-term
investors.

Because the fund may hold securities that are primarily listed on foreign
exchanges that trade on weekends or days when the fund does not price its
shares, the values of securities held in the fund may change on days when you
will not be able to purchase or redeem fund shares.

Your shares will be purchased at the net asset value (plus any applicable sales
charge in the case of Class A shares) or sold at the net asset value next
determined after American Funds Service Company receives your request, provided
that your request contains all information and legal documentation necessary to
process the transaction.

MOVING BETWEEN SHARE CLASSES AND ACCOUNTS

Please see the statement of additional information for details and limitations
on moving investments in certain share classes to different share classes and on
moving investments held in certain accounts to different accounts.


                                       16

International Growth and Income Fund / Retirement plan prospectus


<PAGE>




FUND EXPENSES

In periods of market volatility, assets of the fund may decline significantly,
causing total annual fund operating expenses (as a percentage of the value of
your investment) to become higher than the numbers shown in the Annual Fund
Operating Expenses table in this prospectus.

The "Other expenses" items in the table on page 1 include custodial, legal,
transfer agent and subtransfer agent/recordkeeping payments, as well as various
other expenses. Subtransfer agent/recordkeeping payments may be made to the
fund's investment adviser, affiliates of the adviser and unaffiliated third
parties for providing recordkeeping and other administrative services to
retirement plans invested in the fund in lieu of the transfer agent providing
such services. The amount paid for subtransfer agent/recordkeeping services will
vary depending on the share class selected and the entity receiving the
payments. The table below shows the maximum payments to entities providing these
services to retirement plans.





                                                   PAYMENTS TO UNAFFILIATED
             PAYMENTS TO AFFILIATED ENTITIES               ENTITIES
-------------------------------------------------------------------------------

 Class A            .05% of assets or                  .05% of assets or
             $12 per participant position/1/    $12 per participant position/1/
-------------------------------------------------------------------------------
 Class R-1           .10% of assets                     .10% of assets
-------------------------------------------------------------------------------
 Class R-2     .15% of assets plus $27 per              .25% of assets
             participant position/2/ or .35%
                      of assets/3/
-------------------------------------------------------------------------------
 Class R-3     .10% of assets plus $12 per              .15% of assets
             participant position/2/ or .19%
                      of assets/3/
 Class R-4           .10% of assets                     .10% of assets
-------------------------------------------------------------------------------
 Class R-5           .05% of assets                     .05% of assets
-------------------------------------------------------------------------------
 Class R-6                none                               none
-------------------------------------------------------------------------------




1 Payment amount depends on the date upon which services commenced.

2 Payment with respect to Recordkeeper Direct program.
3 Payment with respect to PlanPremier program.


                                       17

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>

Sales charges

CLASS A SHARES

The initial sales charge you pay each time you buy Class A shares differs
depending upon the amount you invest and may be reduced or eliminated for larger
purchases as indicated below. The "offering price," the price you pay to buy
shares, includes any applicable sales charge, which will be deducted directly
from your investment. Shares acquired through reinvestment of dividends or
capital gain distributions are not subject to an initial sales charge.





                                       SALES CHARGE AS A
                                         PERCENTAGE OF:
                                                                 DEALER
                                                   NET         COMMISSION
                                       OFFERING   AMOUNT     AS A PERCENTAGE
 INVESTMENT                             PRICE    INVESTED   OF OFFERING PRICE
------------------------------------------------------------------------------

 Less than $25,000                      5.75%     6.10%           5.00%
------------------------------------------------------------------------------
 $25,000 but less than $50,000          5.00      5.26            4.25
------------------------------------------------------------------------------
 $50,000 but less than $100,000         4.50      4.71            3.75
------------------------------------------------------------------------------
 $100,000 but less than $250,000        3.50      3.63            2.75
------------------------------------------------------------------------------
 $250,000 but less than $500,000        2.50      2.56            2.00
------------------------------------------------------------------------------
 $500,000 but less than $750,000        2.00      2.04            1.60
------------------------------------------------------------------------------
 $750,000 but less than $1 million      1.50      1.52            1.20
------------------------------------------------------------------------------
 $1 million or more and certain other   none      none      see below
 investments described below
------------------------------------------------------------------------------




The sales charge, expressed as a percentage of the offering price or the net
amount invested, may be higher or lower than the percentages described in the
table above due to rounding. This is because the dollar amount of the sales
charge is determined by subtracting the net asset value of the shares purchased
from the offering price, which is calculated to two decimal places using
standard rounding criteria. The impact of rounding will vary with the size of
the investment and the net asset value of the shares. Similarly, any contingent
deferred sales charge paid by you on investments in Class A shares may be higher
or lower than the 1% charge described below due to rounding.


                                       18

International Growth and Income Fund / Retirement plan prospectus


<PAGE>


CLASS A SHARE PURCHASES NOT SUBJECT TO SALES CHARGES

The following investments are not subject to any initial or contingent deferred
sales charge if American Funds Service Company is properly notified of the
nature of the investment:

. investments made by accounts that are part of certain qualified fee-based
 programs and that purchased Class A shares before the discontinuation of your
 investment dealer's load-waived Class A share program with the American Funds;
 and

. certain rollover investments from retirement plans to IRAs (see "Rollovers
 from retirement plans to IRAs" in this prospectus for more information).

The distributor may pay dealers up to 1% on investments made in Class A shares
with no initial sales charge. The fund may reimburse the distributor for these
payments through its plans of distribution (see "Plans of distribution" in this
prospectus).

Certain other investors may qualify to purchase shares without a sales charge,
such as employees of investment dealers and registered investment advisers
authorized to sell American Funds and employees of The Capital Group Companies,
Inc. Please see the statement of additional information for more information.

 EMPLOYER-SPONSORED RETIREMENT PLANS

 Employer-sponsored retirement plans that are eligible to purchase Class R
 shares may instead purchase Class A shares and pay the applicable Class A sales
 charge, provided that their recordkeepers can properly apply a sales charge on
 plan investments. These plans are not eligible to make initial purchases of $1
 million or more in Class A shares and thereby invest in Class A shares without
 a sales charge, nor are they eligible to establish a statement of intention
 that qualifies them to purchase Class A shares without a sales charge. More
 information about statements of intention can be found under "Sales charge
 reductions" in this prospectus. Plans investing in Class A shares with a sales
 charge may purchase additional Class A shares in accordance with the sales
 charge table in this prospectus.

 Employer-sponsored retirement plans that invested in Class A shares without any
 sales charge before April 1, 2004, and that continue to meet the eligibility
 requirements in effect as of that date for purchasing Class A shares at net
 asset value, may continue to purchase Class A shares without any initial or
 contingent deferred sales charge.

 A 403(b) plan may not invest in Class A or C shares, unless it was invested in
 Class A or C shares before January 1, 2009.


                                       19

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>

CLASS R SHARES

Class R shares are sold without any initial or contingent deferred sales charge.
The distributor will pay dealers annually asset-based compensation of up to
1.00% for sales of Class R-1 shares, up to .75% for Class R-2 shares, up to .50%
for Class R-3 shares and up to .25% for Class R-4 shares. No dealer compensation
is paid from fund assets on sales of Class R-5 or R-6 shares. The fund may
reimburse the distributor for these payments through its plans of distribution
(see "Plans of distribution" in this prospectus).


                                       20

International Growth and Income Fund / Retirement plan prospectus


<PAGE>

Sales charge reductions

TO RECEIVE A REDUCTION IN YOUR CLASS A INITIAL SALES CHARGE, YOU MUST LET YOUR
FINANCIAL ADVISER OR AMERICAN FUNDS SERVICE COMPANY KNOW AT THE TIME YOU
PURCHASE SHARES THAT YOU QUALIFY FOR SUCH A REDUCTION. IF YOU DO NOT LET YOUR
ADVISER OR AMERICAN FUNDS SERVICE COMPANY KNOW THAT YOU ARE ELIGIBLE FOR A
REDUCTION, YOU MAY NOT RECEIVE A SALES CHARGE DISCOUNT TO WHICH YOU ARE
OTHERWISE ENTITLED. In order to determine your eligibility to receive a sales
charge discount, it may be necessary for you to provide your adviser or American
Funds Service Company with information and records (including account
statements) of all relevant accounts invested in the American Funds.

IN ADDITION TO THE INFORMATION IN THIS PROSPECTUS, YOU MAY OBTAIN MORE
INFORMATION ABOUT SHARE CLASSES, SALES CHARGES AND SALES CHARGE REDUCTIONS
THROUGH A LINK ON THE HOME PAGE OF THE AMERICAN FUNDS WEBSITE AT
AMERICANFUNDS.COM, FROM THE STATEMENT OF ADDITIONAL INFORMATION OR FROM YOUR
FINANCIAL ADVISER.

REDUCING YOUR CLASS A INITIAL SALES CHARGE

Consistent with the policies described in this prospectus, two or more
retirement plans of an employer or employer's affiliates may combine all of
their American Funds investments to reduce their Class A sales charge. Certain
investments in the American Funds Target Date Retirement Series may also be
combined for this purpose. Please see the American Funds Target Date Retirement
Series prospectus for further information. However, for this purpose,
investments representing direct purchases of American Funds Money Market Fund
are excluded. Following are different ways that you may qualify for a reduced
Class A sales charge:

 CONCURRENT PURCHASES

 Simultaneous purchases of any class of shares of two or more American Funds
 (excluding American Funds Money Market Fund) may be combined to qualify for a
 reduced Class A sales charge.

 RIGHTS OF ACCUMULATION

 You may take into account your accumulated holdings in all share classes of the
 American Funds (excluding American Funds Money Market Fund) to determine the
 initial sales charge you pay on each purchase of Class A shares. Subject to
 your investment dealer's or recordkeeper's capabilities, your accumulated
 holdings will be calculated as the higher of (a) the current value of your
 existing holdings (as of the day prior to your additional American Funds
 investment) or (b) the amount you invested (including reinvested dividends and
 capital gains, but excluding capital appreciation) less any withdrawals. Please
 see the statement of additional information for further details. You should
 retain any records necessary to substantiate the historical amounts you have
 invested.


                                       21

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>

 STATEMENT OF INTENTION

 You may reduce your Class A sales charge by establishing a statement of
 intention. A statement of intention allows you to combine all purchases of all
 share classes of the American Funds (excluding American Funds Money Market
 Fund) you intend to make over a 13-month period to determine the applicable
 sales charge; however, purchases made under a right of reinvestment,
 appreciation of your holdings, and reinvested dividends and capital gains do
 not count as purchases made during the statement period. The market value of
 your existing holdings eligible to be aggregated as of the day immediately
 before the start of the statement period may be credited toward satisfying the
 statement. A portion of your account may be held in escrow to cover additional
 Class A sales charges that may be due if your total purchases over the
 statement period do not qualify you for the applicable sales charge reduction.
 Employer-sponsored retirement plans may be restricted from establishing
 statements of intention. See "Sales charges" in this prospectus for more
 information.

RIGHT OF REINVESTMENT

If you notify American Funds Service Company, you may reinvest proceeds from a
redemption, dividend payment or capital gain distribution without a sales charge
in the same fund or other American Funds, provided that the reinvestment occurs
within 90 days after the date of the redemption or distribution and is made into
the same account from which you redeemed the shares or received the
distribution. If the account has been closed, you may reinvest without a sales
charge if the new receiving account has the same registration as the closed
account. Proceeds will be reinvested in the same share class from which the
original redemption or distribution was made. Redemption proceeds of Class A
shares representing direct purchases in American Funds Money Market Fund that
are reinvested in other American Funds will be subject to a sales charge.

Proceeds will be reinvested at the next calculated net asset value after your
request is received by American Funds Service Company, provided that your
request contains all information and legal documentation necessary to process
the transaction. For purposes of this "right of reinvestment policy," automatic
transactions (including, for example, automatic purchases, withdrawals and
payroll deductions) and ongoing retirement plan contributions are not eligible
for investment without a sales charge. You may not reinvest proceeds in the
American Funds as described in this paragraph if such proceeds are subject to a
purchase block as described under "Frequent trading of fund shares" in this
prospectus. This paragraph does not apply to certain rollover investments as
described under "Rollovers from retirement plans to IRAs" in this prospectus.



                                       22

International Growth and Income Fund / Retirement plan prospectus


<PAGE>

Rollovers from retirement plans to IRAs

Assets from retirement plans may be invested in Class A, C or F shares through
an IRA rollover, subject to the other provisions of this prospectus and the
prospectus for nonretirement plan shareholders. Rollovers invested in Class A
shares from retirement plans will be subject to applicable sales charges. The
following rollovers to Class A shares will be made without a sales charge:

. rollovers to IRAs from 403(b) plans with Capital Bank and Trust Company as
 custodian; and

. rollovers to IRAs that are attributable to American Funds investments, if they
 meet the following requirements:

 -- the assets being rolled over were invested in American Funds at the time of
   distribution; and

 -- the rolled over assets are contributed to an American Funds IRA with Capital
   Bank and Trust Company as custodian.

IRA rollover assets that roll over without a sales charge as described above
will not be subject to a contingent deferred sales charge, and investment
dealers will be compensated solely with an annual service fee that begins to
accrue immediately. IRA rollover assets invested in Class A shares that are not
attributable to American Funds investments, as well as future contributions to
the IRA, will be subject to sales charges and the terms and conditions generally
applicable to Class A share investments as described in this prospectus and the
statement of additional information.

Plans of distribution

The fund has plans of distribution or "12b-1 plans" for certain share classes,
under which it may finance activities primarily intended to sell shares,
provided that the categories of expenses are approved in advance by the fund's
board of trustees. The plans provide for payments, based on annualized
percentages of average daily net assets, of up to .30% for Class A shares, up to
1.00% for Class R-1 and R-2 shares, up to .75% for Class R-3 shares and up to
.50% for Class R-4 shares. For all share classes indicated above, up to .25% of
these expenses may be used to pay service fees to qualified dealers for
providing certain shareholder services. The amount remaining for each share
class may be used for distribution expenses.

The 12b-1 fees paid by the fund, as a percentage of average net assets for the
previous fiscal year, are indicated in the Annual Fund Operating Expenses table
under "Fees and expenses of the fund" in this prospectus. Since these fees are
paid out of the fund's assets or income on an ongoing basis, over time they will
increase the cost and reduce the return of your investment.


                                       23

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>

Other compensation to dealers

American Funds Distributors, at its expense, currently provides additional
compensation to investment dealers. These payments may be made, at the
discretion of American Funds Distributors, to the top 100 dealers (or their
affiliates) that have sold shares of the American Funds. The level of payments
made to a qualifying firm in any given year will vary and in no case would
exceed the sum of (a) .10% of the previous year's American Funds sales by that
dealer and (b) .02% of American Funds assets attributable to that dealer. For
calendar year 2009, aggregate payments made by American Funds Distributors to
dealers were less than .02% of the average assets of the American Funds.
Aggregate payments may also change from year to year. A number of factors will
be considered in determining payments, including the qualifying dealer's sales,
assets and redemption rates, and the quality of the dealer's relationship with
American Funds Distributors. American Funds Distributors makes these payments to
help defray the costs incurred by qualifying dealers in connection with efforts
to educate financial advisers about the American Funds so that they can make
recommendations and provide services that are suitable and meet shareholder
needs. American Funds Distributors will, on an annual basis, determine the
advisability of continuing these payments. American Funds Distributors may also
pay expenses associated with meetings conducted by dealers outside the top 100
firms to facilitate educating financial advisers and shareholders about the
American Funds. If investment advisers, distributors or other affiliates of
mutual funds pay additional compensation or other incentives in differing
amounts, dealer firms and their advisers may have financial incentives for
recommending a particular mutual fund over other mutual funds. You should
consult with your financial adviser and review carefully any disclosure by your
financial adviser's firm as to compensation received.


                                       24

International Growth and Income Fund / Retirement plan prospectus


<PAGE>

Distributions and taxes




DIVIDENDS AND DISTRIBUTIONS

The fund intends to distribute dividends to you, usually in March, June,
September and December.

Capital gains, if any, are usually distributed in December. When a dividend or
capital gain is distributed, the net asset value per share is reduced by the
amount of the payment.

All dividends and capital gain distributions paid to retirement plan
shareholders will be automatically reinvested.




TAXES ON DIVIDENDS AND DISTRIBUTIONS

Dividends and capital gains distributed by the fund to tax-deferred retirement
plan accounts are not currently taxable.

TAXES ON TRANSACTIONS

Exchanges within a tax-deferred retirement plan account will not result in a
capital gain or loss for federal or state income tax purposes. With limited
exceptions, distributions from a retirement plan account are taxable as ordinary
income.

PLEASE SEE YOUR TAX ADVISER FOR MORE INFORMATION.


                                       25

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>



Financial highlights/1/

The Financial Highlights table is intended to help you understand the fund's
results. Certain information reflects financial results for a single share of a
particular class. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the fund (assuming
reinvestment of all dividends and capital gain distributions). Where indicated,
figures in the table reflect the impact, if any, of certain
reimbursements/waivers from Capital Research and Management Company. For more
information about these reimbursements/ waivers, see the fund's statement of
additional information and annual report. The information in the Financial
Highlights table has been audited by Deloitte & Touche LLP, whose report, along
with the fund's financial statements, is included in the statement of additional
information, which is available upon request.





                                                    INCOME FROM INVESTMENT OPERATIONS/2/
                                                                Net (losses)
                                                                     on
                                                                 securities
                                        Net asset                   (both                   Dividends
                                         value,        Net        realized     Total from   (from net   Net asset
                                        beginning  investment        and       investment   investment  value, end     Total
                                        of period    income      unrealized)   operations    income)    of period   return/3,4/
---------------------------------------------------------------------------------------------------------------------------------

CLASS A:
Period from 10/1/2008/5/ to 6/30/2009    $25.00       $.62         $(.39)         $ .23       $(.45)      $24.78       1.04%
---------------------------------------------------------------------------------------------------------------------------------
CLASS R-1:
 Period from 10/1/2008/5/ to 6/30/2009    25.00        .45          (.34)           .11        (.35)       24.76        .52
---------------------------------------------------------------------------------------------------------------------------------
CLASS R-2:
 Period from 10/1/2008/5/ to 6/30/2009    25.00        .54          (.44)           .10        (.36)       24.74        .48
---------------------------------------------------------------------------------------------------------------------------------
CLASS R-3:
 Period from 10/1/2008/5/ to 6/30/2009   $25.00       $.61         $(.42)         $ .19       $(.41)      $24.78        .85%
---------------------------------------------------------------------------------------------------------------------------------
CLASS R-4:
 Period from 10/1/2008/5/ to 6/30/2009    25.00        .61          (.37)           .24        (.45)       24.79       1.09
---------------------------------------------------------------------------------------------------------------------------------
CLASS R-5:
 Period from 10/1/2008/5/ to 6/30/2009    25.00        .76          (.47)           .29        (.43)       24.86       1.28
---------------------------------------------------------------------------------------------------------------------------------
CLASS R-6:
 Period from 5/1/2009/5/ to 6/30/2009     22.97        .25          1.90           2.15        (.34)       24.78       9.38


                                                         Ratio of     Ratio of
                                                         expenses     expenses
                                                        to average   to average        Ratio
                                                        net assets   net assets       of net
                                         Net assets,   before reim-  after reim-     income to
                                        end of period  bursements/   bursements/      average
                                        (in millions)    waivers     waivers/4/    net assets/4/
-------------------------------------------------------------------------------------------------

CLASS A:
Period from 10/1/2008/5/ to 6/30/2009      $1,424        1.11 %/6/     1.06 %/6/      3.73 %/6/
-------------------------------------------------------------------------------------------------
CLASS R-1:
 Period from 10/1/2008/5/ to 6/30/2009          2        1.82/6/       1.77/6/        2.68/6/
-------------------------------------------------------------------------------------------------
CLASS R-2:
 Period from 10/1/2008/5/ to 6/30/2009          3        1.88/6/       1.78/6/        3.22/6/
-------------------------------------------------------------------------------------------------
CLASS R-3:
 Period from 10/1/2008/5/ to 6/30/2009     $    3        1.38 %/6/     1.33 %/6/      3.64 %/6/
-------------------------------------------------------------------------------------------------
CLASS R-4:
 Period from 10/1/2008/5/ to 6/30/2009          2        1.07/6/       1.02/6/        3.63/6/
-------------------------------------------------------------------------------------------------
CLASS R-5:
 Period from 10/1/2008/5/ to 6/30/2009          6         .81/6/        .78/6/        4.65/6/
-------------------------------------------------------------------------------------------------
CLASS R-6:
 Period from 5/1/2009/5/ to 6/30/2009          64         .12           .12           1.01






                                       26

International Growth and Income Fund / Retirement plan prospectus


<PAGE>




                              FOR THE PERIOD OCTOBER 1, 2008/5/ TO JUNE 30, 2009
--------------------------------------------------------------------------------------

 PORTFOLIO TURNOVER
RATE FOR ALL CLASSES                                 33%
OF SHARES



1 Based on operations for the periods shown (unless otherwise noted) and,
 accordingly, may not be representative of a full year.
2 Based on average shares outstanding.
3 Total returns exclude any applicable sales charges.
4 This column reflects the impact, if any, of certain reimbursements/waivers
 from Capital Research and Management Company. During some of the periods shown,
 Capital Research and Management Company reduced fees for investment advisory
 services and reimbursed other fees and expenses. In addition, during some of
 the periods shown, Capital Research and Management Company paid a portion of
 the fund's transfer agent fees for certain retirement plan share classes.
5 Commencement of operations.
6 Annualized.


                                       27

              International Growth and Income Fund / Retirement plan prospectus

<PAGE>

NOTES


                                       28

International Growth and Income Fund / Retirement plan prospectus


<PAGE>

NOTES


                                       29

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>






[logo - American Funds /(R)/]             The right choice for the long term/(R)/





          FOR SHAREHOLDER          American Funds Service Company
          SERVICES                 800/421-0180
          FOR RETIREMENT PLAN      Call your employer or plan
          SERVICES                 administrator
                                   americanfunds.com
          FOR 24                   For Class R share information,
          -HOUR INFORMATION        visit
                                   AmericanFundsRetirement.com


          Telephone calls you have with American Funds may be
          monitored or recorded for quality assurance,
          verification and recordkeeping purposes. By speaking to
          American Funds on the telephone, you consent to such
          monitoring and recording.


-----------------------------------------------------------------------------------



MULTIPLE TRANSLATIONS  This prospectus may be translated into other languages.
If there is any inconsistency or ambiguity in the meaning of any translated word
or phrase, the English text will prevail.

ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS  The shareholder reports contain
additional information about the fund, including financial statements,
investment results, portfolio holdings, a discussion of market conditions and
the fund's investment strategies and the independent registered public
accounting firm's report (in the annual report).




STATEMENT OF ADDITIONAL INFORMATION (SAI) AND CODES OF ETHICS The current SAI,
as amended from time to time, contains more detailed information about the fund,
including the fund's financial statements, and is incorporated by reference into
this prospectus. This means that the current SAI, for legal purposes, is part of
this prospectus. The codes of ethics describe the personal investing policies
adopted by the fund, the fund's investment adviser and its affiliated companies.

The codes of ethics and current SAI are on file with the U.S. Securities and
Exchange Commission (SEC). These and other related materials about the fund are
available for review or to be copied at the SEC's Public Reference Room in
Washington, D.C. (202/551-8090), on the EDGAR database on the SEC's website at
sec.gov or, after payment of a duplicating fee, via e-mail request to
publicinfo@sec.gov or by writing to the SEC's Public Reference Section, 100 F
Street, NE, Washington, D.C. 20549-1520. The codes of ethics, current SAI and
shareholder reports are also available, free of charge, on our website,
americanfunds.com.

E-DELIVERY AND HOUSEHOLD MAILINGS Each year you are automatically sent an
updated summary prospectus and annual and semi-annual reports for the fund. You
may also occasionally receive proxy statements for the fund. In order to reduce
the volume of mail you receive, when possible, only one copy of these documents
will be sent to shareholders who are part of the same family and share the same
household address. You may elect to receive these documents electronically in
lieu of paper form by enrolling in e-delivery on our website, americanfunds.com.

If you would like to opt out of household-based mailings or receive a
complimentary copy of the current SAI, codes of ethics or annual/semi-annual
report to shareholders, please call American Funds Service Company at
800/421-0180 or write to the secretary of the fund at P.O. Box 7650, San
Francisco, California 94120.

SECURITIES INVESTOR PROTECTION CORPORATION (SIPC)  Shareholders may obtain
information about SIPC/(R)/ on its website at sipc.org or by calling
202/371-8300.





                                          Investment Company File No. 811-22215
                                      RPGEPR-934-0310P Litho in USA CGD/CF/9971
-------------------------------------------------------------------------------
THE CAPITAL GROUP COMPANIES
American Funds      Capital Research and Management      Capital International      Capital Guardian      Capital Bank and Trust






THE FUND PROVIDES SPANISH TRANSLATION IN CONNECTION WITH THE
PUBLIC OFFERING AND SALE OF ITS SHARES. THE FOLLOWING IS A FAIR
AND ACCURATE ENGLISH TRANSLATION OF A SPANISH LANGUAGE PROSPECTUS
FOR THE FUND.

/s/ PATRICK F. QUAN
    PATRICK F. QUAN
    SECRETARY






<PAGE>





[logo - American Funds /(R)/]             The right choice for the long term/(R)/



International Growth
and Income Fund/SM/






CLASS         TICKER        R-3.........  RGICX
A...........  IGAAX         R-4.........  RIGEX
R-1.........  RIGAX         R-5.........  RIGFX
R-2.........  RIGBX         R-6.........  RIGGX







 RETIREMENT PLAN
 PROSPECTUS





 March 1, 2010






TABLE OF CONTENTS

 1   Investment objective
 1   Fees and expenses of the fund
 3   Principal investment strategies
 3   Principal risks
 4   Investment results
 6   Management
 6   Purchase and sale of fund shares
 7   Tax information
 7   Payments to broker-dealers and other financial
     intermediaries
 8   Investment objective, strategies and risks
 9   Additional investment results
10   Management and organization
13   Purchase, exchange and sale of shares
18   Sales charges
21   Sales charge reductions
23   Rollovers from retirement plans to IRAs
23   Plans of distribution
24   Other compensation to dealers
25   Distributions and taxes
26   Financial highlights





 THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF
 THESE SECURITIES. FURTHER, IT HAS NOT DETERMINED THAT THIS PROSPECTUS IS
 ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
 OFFENSE.


<PAGE>

[This page is intentionally left blank for this filing.]

<PAGE>

Investment objective

The fund's investment objective is to provide you with long-term growth of
capital while providing current income.

Fees and expenses of the fund

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund. You may qualify for a Class A sales charge discount if you
and your family invest, or agree to invest in the future, at least $25,000 in
American Funds. More information about these and other discounts is available
from your financial professional and in the "Sales charge reductions" section on
page 21 of the retirement plan prospectus and in the "Sales charge reductions
and waivers" section on page 54 of the fund's statement of additional
information.






 SHAREHOLDER FEES
 (fees paid directly from your investment)
------------------------------------------------------------------------------
                                                CLASS A   ALL R SHARE CLASSES
                                                ------------------------------

 Maximum sales charge (load) imposed on          5.75%           none
 purchases (as a percentage of offering price)
------------------------------------------------------------------------------
 Maximum deferred sales charge (load)             none           none
 (as a percentage of the amount redeemed)
------------------------------------------------------------------------------
 Maximum sales charge (load) imposed              none           none
 on reinvested dividends
------------------------------------------------------------------------------
 Redemption or exchange fees                      none           none








 ANNUAL FUND OPERATING EXPENSES
 (expenses that you pay each year as a percentage of the value of your
 investment)
-----------------------------------------------SHARE CLASSES-------------------



                              --A-----R-1----R-2----R-3----R-4----R-5-----R-6--

                              -------------------------------------------------

 Management fees              0.61%  0.61%  0.61%  0.61%  0.61%  0.61%   0.61%
-------------------------------------------------------------------------------
 Distribution and/or service  0.30   1.00   0.75   0.50   0.25   none    none
 (12b-1) fees
-------------------------------------------------------------------------------
 Other expenses/*/            0.20   0.21   0.52   0.27   0.21   0.20    0.15
-------------------------------------------------------------------------------
 Total annual fund operating  1.11   1.82   1.88   1.38   1.07   0.81    0.76
 expenses
-------------------------------------------------------------------------------





                                       1

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year, that all
dividends and capital gain distributions are reinvested, and that the fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:





 SHARE CLASSES                 1 YEAR  3 YEARS  5 YEARS   10 YEARS
-------------------------------------------------------------------

 A                              $682    $908    $1,151     $1,849
-------------------------------------------------------------------
 R-1                             185     573       985      2,137
-------------------------------------------------------------------
 R-2                             191     591     1,016      2,201
-------------------------------------------------------------------
 R-3                             140     437       755      1,657
-------------------------------------------------------------------
 R-4                             109     340       590      1,306
-------------------------------------------------------------------
 R-5                              83     259       450      1,002
-------------------------------------------------------------------
 R-6                              78     243       422        942
-------------------------------------------------------------------




* Based on estimated amounts for the current fiscal year.

PORTFOLIO TURNOVER

The fund pays transaction costs, such as commissions, when it buys and sells
securities (or "turns over" its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when fund
shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the fund's performance.
During the most recent fiscal year, the fund's portfolio turnover rate was 33%
of the average value of its portfolio. The fund commenced operations on October
1, 2008; therefore, the stated portfolio turnover rate may not be representative
of a full year.


                                       2

International Growth and Income Fund / Retirement plan prospectus


<PAGE>

Principal investment strategies

The fund invests primarily in stocks of larger, well-established companies
domiciled outside the United States, including in developing countries. The fund
currently intends to invest at least 90% of its assets in securities of issuers
domiciled outside the United States and whose securities are primarily listed on
exchanges outside the United States. The fund therefore expects to be invested
in numerous countries outside the United States.

The fund is designed for investors seeking both capital appreciation and income.
In pursuing its objective, the fund will focus on stocks of companies with
strong earnings that pay dividends. We believe that these stocks will be more
resistant to market declines than stocks of companies that do not pay dividends.

The fund relies on the professional judgment of its investment adviser to make
decisions about the fund's portfolio investments. The basic investment
philosophy of the investment adviser is to seek to invest in attractively valued
companies that, in its opinion, represent above-average, long-term investment
opportunities. The investment adviser believes that an important way to
accomplish this is through fundamental analysis, which may include meeting with
company executives and employees, suppliers, customers and competitors.
Securities may be sold when the investment adviser believes that they no longer
represent relatively attractive investment opportunities. The investment adviser
uses a system of multiple portfolio counselors in managing the fund's assets.
Under this approach, the portfolio of the fund is divided into segments managed
by individual counselors who decide how their respective segments will be
invested.

Principal risks

YOU MAY LOSE MONEY BY INVESTING IN THE FUND. THE LIKELIHOOD OF LOSS MAY BE
GREATER IF YOU INVEST FOR A SHORTER PERIOD OF TIME.

Investors in the fund should have a long-term perspective and, for example, be
able to tolerate potentially sharp declines in value.

The prices of, and the income generated by, the common stocks and other
securities held by the fund may decline in response to certain events taking
place around the world, including those directly involving the issuers whose
securities are owned by the fund; conditions affecting the general economy;
overall market changes; local, regional or global political, social or economic
instability; governmental or governmental agency responses to economic
conditions; and currency, interest rate and commodity price fluctuations.


                                       3

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>


Investments in securities issued by entities based outside the United States may
also be affected by currency controls; different accounting, auditing, financial
reporting, disclosure, and regulatory and legal standards and practices;
expropriation; changes in tax policy; greater market volatility; different
securities market structures; higher transaction costs; and various
administrative difficulties, such as delays in clearing and settling portfolio
transactions or in receiving payment of dividends. These risks may be heightened
in connection with investments in developing countries. Investments in
securities issued by entities domiciled in the United States may also be subject
to many of these risks.

Your investment in the fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency, entity or person.

Investment results

The bar chart below shows how the fund's investment results have varied from
year to year, and the table on page 5 shows how the fund's average annual total
returns for various periods compare with different broad measures of market
performance. This information provides some indication of the risks of investing
in the fund. Past results (before and after taxes) are not predictive of future
results. Updated information on the fund's results can be obtained by visiting
americanfunds.com.




CALENDAR YEAR TOTAL RETURNS FOR CLASS A SHARES
(Results do not include a sales charge; if a sales charge were included,
results would be lower.)

[begin bar chart]

2009   35.29%

[end bar chart]





Highest/Lowest quarterly results during this time period were:




HIGHEST                          18.84%  (quarter ended September 30, 2009)
LOWEST                           -6.95%  (quarter ended March 31, 2009)





                                       4

International Growth and Income Fund / Retirement plan prospectus


<PAGE>






 AVERAGE ANNUAL TOTAL RETURNS
 FOR THE PERIODS ENDED DECEMBER 31, 2009 (WITH MAXIMUM SALES CHARGE):
 SHARE CLASS                       INCEPTION DATE    1 YEAR     LIFETIME
--------------------------------------------------------------------------

 A                                   10/1/2008       27.51%      13.42%






 SHARE CLASS                    INCEPTION DATE  1 YEAR   LIFETIME
------------------------------------------------------------------

 R-1                              10/1/2008     34.29%    18.07%
------------------------------------------------------------------
 R-2                              10/1/2008     34.28     18.06
------------------------------------------------------------------
 R-3                              10/1/2008     34.89     18.60
------------------------------------------------------------------
 R-4                              10/1/2008     35.32     18.97
------------------------------------------------------------------
 R-5                              10/1/2008     35.66     19.28









 INDEXES/1/                                       1 YEAR        LIFETIME/2/
-------------------------------------------------------------------------------

 MSCI World ex USA Index
 (reflects no deductions for fees, expenses or    34.39%           4.09%
 taxes)
 Lipper International Funds Index                 35.30            5.45
 (reflects no deductions for fees or taxes)
-------------------------------------------------------------------------------

 Class A annualized 30-day yield at December 31, 2009: 2.59%
 (For current yield information, please call American FundsLine/(R)/ at
800/325-3590.)




1 MSCI World ex USA Index reflects the market sectors and securities in which
 the fund primarily invests. Lipper International Funds Index includes mutual
 funds that disclose investment objectives reasonably comparable to those of the
 fund. See page 9 of this prospectus for more information on the indexes listed
 above.
2 Lifetime results for the index(es) shown are measured from the date Class A
 shares were first sold.


                                       5

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>




Management




INVESTMENT ADVISER

Capital Research and Management Company, the investment adviser to the fund,
uses a system of multiple portfolio counselors in managing mutual fund assets.



PORTFOLIO COUNSELORS

The primary individual portfolio counselors for the fund are:




                             PORTFOLIO COUNSELOR   PRIMARY TITLE
 PORTFOLIO COUNSELOR/            EXPERIENCE        WITH INVESTMENT ADVISER
 FUND TITLE (if applicable)     IN THIS FUND       (or one of its divisions)
------------------------------------------------------------------------------

 STEVEN T. WATSON                  1 year          Senior Vice President -
 Vice Chairman of the Board   (since the fund's    Capital World Investors
                                 inception)

------------------------------------------------------------------------------
 CARL M. KAWAJA                    1 year          Senior Vice President -
 President                    (since the fund's    Capital World Investors
                                 inception)

------------------------------------------------------------------------------
 ANDREW B. SUZMAN                  1 year          Senior Vice President -
 Senior Vice President        (since the fund's    Capital World Investors
                                 inception)


------------------------------------------------------------------------------



Purchase and sale of fund shares

Eligible retirement plans generally may open an account and purchase Class A or
R shares by contacting any investment dealer authorized to sell these classes of
the fund's shares. Investment dealers may impose transaction charges in addition
to those described in this prospectus.

Please contact your plan administrator or recordkeeper in order to sell (redeem)
shares from your retirement plan.


                                       6

International Growth and Income Fund / Retirement plan prospectus


<PAGE>

Tax information

Dividends and capital gains distributed by the fund to tax-deferred retirement
plan accounts are not currently taxable.

Payments to broker-dealers and other financial intermediaries

If you purchase shares of the fund through a broker-dealer or other financial
intermediary (such as a bank), the fund and the fund's distributor or its
affiliates may pay the intermediary for the sale of fund shares and related
services. These payments may create a conflict of interest by influencing the
broker-dealer or other intermediary and your individual financial adviser to
recommend the fund over another investment. Ask your individual financial
adviser or visit your financial intermediary's website for more information.


                                       7

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>

Investment objective, strategies and risks

The fund's investment objective is to provide you with long-term growth of
capital while providing current income. The fund will pursue this objective by
investing primarily in stocks of larger, well-established companies domiciled
outside the United States, including developing countries. The fund currently
intends to invest at least 90% of its assets in securities of issuers domiciled
outside the United States and whose securities are primarily listed on exchanges
outside the United States. The fund therefore expects to be invested in numerous
countries outside the United States. The fund is designed for investors seeking
both capital appreciation and income. In pursuing its objective, the fund will
focus on stocks of companies with strong earnings that pay dividends. We believe
that these stocks will be more resistant to market declines than stocks of
companies that do not pay dividends.

Investors in the fund should have a long-term perspective and, for example, be
able to tolerate potentially sharp declines in value.

Your investment in the fund is subject to various risks. Consequently, the
fund's income may decline and/or its portfolio holdings may lose value. Declines
in dividends paid to the fund and in the values of certain stocks held by the
fund could be in response to economic, political and/or social events taking
place around the world. For example, increases in the prices of basic
commodities, such as oil and grains, can negatively impact the values of certain
companies. Further, changes in relationships among global currencies may trigger
declines in the value of the fund's income and/or holdings. Investing in
securities issued by entities based outside the United States may also be
affected by currency controls, different accounting and legal standards,
expropriation, tax policies, greater market volatility and various
administrative difficulties. These risks may be heightened in connection with
investments in developing countries. The fund's investment results will depend
on the ability of the fund's investment adviser to navigate these risks.

The fund may also hold cash or money market instruments. The percentage of the
fund invested in such holdings varies and depends on various factors, including
market conditions and purchases and redemptions of fund shares. For temporary
defensive purposes, the fund may hold a significant portion of its assets in
such securities. The investment adviser may determine that it is appropriate to
take such action in response to certain circumstances, such as periods of market
turmoil. A larger percentage of such holdings could limit the fund's ability to
achieve its investment objective in a period of rising market prices. A larger
percentage of cash or money market instruments could reduce the magnitude of the
fund's loss in a period of falling market prices and provide liquidity to make
additional investments or to meet redemptions.

You should consider how this fund fits into your overall investment program.

In addition to the principal investment strategies described above, the fund has
other investment practices that are described in the statement of additional
information.


                                       8

International Growth and Income Fund / Retirement plan prospectus


<PAGE>

Additional investment results

Unlike the table on page 5, the table below reflects the fund's results
calculated without sales charges.





 AVERAGE ANNUAL TOTAL RETURNS
 FOR THE PERIODS ENDED DECEMBER 31, 2009 (WITHOUT SALES CHARGE):
 SHARE CLASS                     INCEPTION DATE   1 YEAR    LIFETIME
----------------------------------------------------------------------

 A                                  10/1/2008     35.29%     18.95%






 SHARE CLASS                    INCEPTION DATE  1 YEAR   LIFETIME
------------------------------------------------------------------

 R-1                              10/1/2008     34.29%    18.07%
------------------------------------------------------------------
 R-2                              10/1/2008     34.28     18.06
------------------------------------------------------------------
 R-3                              10/1/2008     34.89     18.60
------------------------------------------------------------------
 R-4                              10/1/2008     35.32     18.97
------------------------------------------------------------------
 R-5                              10/1/2008     35.66     19.28









 INDEXES/1/                                    1 YEAR          LIFETIME/2/
-------------------------------------------------------------------------------

 MSCI World ex USA Index
 (reflects no deductions for fees,             34.39%             4.09%
 expenses or taxes)
 Lipper International Funds Index
 (reflects no deductions for fees or           35.30              5.45
 taxes)

 Class A distribution rate at December 31, 2009: 2.35%/3/
 (For current distribution rate information, please call American FundsLine
at 800/325-3590.)




1 MSCI World ex USA Index reflects the market sectors and securities in which
 the fund primarily invests. Lipper International Funds Index includes mutual
 funds that disclose investment objectives reasonably comparable to those of the
 fund.
2 Lifetime results for the index(es) shown are measured from the date Class A
 shares were first sold.
3 Reflects a fee waiver (2.34% without the waiver) as described in the financial
 highlights table and the statement of additional information. The distribution
 rate is based on actual dividends paid to Class A shareholders over a 12-month
 period. Capital gain distributions, if any, are added back to net asset value
 to determine the rate.

The investment results tables above and on page 5 show how the fund's average
annual total returns compare with various broad measures of market performance.
MSCI World ex USA Index is a free float-adjusted market capitalization weighted
index that is designed to measure equity market performance of developed
markets, excluding the United States. The index consists of more than 20
developed market country indexes. This index is unmanaged and its results
include reinvested dividends and/or distributions, but do not reflect the effect
of sales charges, commissions, expenses or taxes. Lipper International Funds
Index is an equally weighted index of funds that invest assets in securities
with primary trading markets outside the United States. The results of the
underlying funds in the index include the reinvestment of dividends and capital
gain distributions, as well as expenses and brokerage commissions paid by the
funds for portfolio transactions, but do not reflect the effect of sales charges
or taxes.

All fund results reflected in the "Investment results" section of this
prospectus and this "Additional investment results" section reflect the
reinvestment of dividends and capital gain distributions, if any. Unless
otherwise noted, fund results reflect any fee waivers and/or expense
reimbursements in effect during the period presented.


                                       9

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>

Management and organization




INVESTMENT ADVISER

Capital Research and Management Company, an experienced investment management
organization founded in 1931, serves as investment adviser to the fund and other
funds, including the American Funds. Capital Research and Management Company is
a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at
333 South Hope Street, Los Angeles, California 90071, and 6455 Irvine Center
Drive, Irvine, California 92618. Capital Research and Management Company manages
the investment portfolio and business affairs of the fund. The total management
fee to be paid by the fund for the current fiscal year, as a percentage of
average net assets, appears in the Annual Fund Operating Expenses table under
"Fees and expenses of the fund." Please see the statement of additional
information for further details. A discussion regarding the basis for the
approval of the fund's investment advisory and service agreement by the fund's
board of trustees is contained in the fund's semi-annual report to shareholders
for the fiscal period ended December 31, 2009.

Capital Research and Management Company manages equity assets through two
investment divisions, Capital World Investors and Capital Research Global
Investors, and manages fixed-income assets through its Fixed Income division.
Capital World Investors and Capital Research Global Investors make investment
decisions on an independent basis.

Rather than remain as investment divisions, Capital World Investors and Capital
Research Global Investors may be incorporated into wholly owned subsidiaries of
Capital Research and Management Company. In that event, Capital Research and
Management Company would continue to be the investment adviser, and day-to-day
investment management of equity assets would continue to be carried out through
one or both of these subsidiaries. Capital Research and Management Company and
each of the funds it advises have applied to the Securities and Exchange
Commission for an exemptive order that would give Capital Research and
Management Company the authority to use, upon approval of the fund's board, its
management subsidiaries and affiliates to provide day-to-day investment
management services to the fund, including making changes to the management
subsidiaries and affiliates providing such services. Although not currently
contemplated, Capital Research and Management Company could incorporate its
fixed-income division in the future and engage it to provide day-to-day
investment management of fixed-income assets. The fund's shareholders approved
this arrangement at a meeting of the fund's shareholders on November 24, 2009.
There is no assurance that Capital Research and Management Company will
incorporate its investment divisions or exercise any authority, if granted,
under an exemptive order.


                                       10

International Growth and Income Fund / Retirement plan prospectus


<PAGE>




EXECUTION OF PORTFOLIO TRANSACTIONS

The investment adviser places orders with broker-dealers for the fund's
portfolio transactions. In selecting broker-dealers, the investment adviser
strives to obtain "best execution" (the most favorable total price reasonably
attainable under the circumstances) for the fund's portfolio transactions,
taking into account a variety of factors. Subject to best execution, the
investment adviser may consider investment research and/or brokerage services
provided to the adviser in placing orders for the fund's portfolio transactions.
The investment adviser may place orders for the fund's portfolio transactions
with broker-dealers who have sold shares of funds managed by the investment
adviser or its affiliated companies; however, it does not give consideration to
whether a broker-dealer has sold shares of the funds managed by the investment
adviser or its affiliated companies when placing any such orders for the fund's
portfolio transactions. A more detailed description of the investment adviser's
policies is included in the fund's statement of additional information.

PORTFOLIO HOLDINGS

Portfolio holdings information for the fund is available on the American Funds
website at americanfunds.com. To reach this information, access the fund's
detailed information page on the website. A list of the fund's top 10 equity
holdings, updated as of each month-end, is generally posted to this page within
14 days after the end of the applicable month. A link to the fund's complete
list of publicly disclosed portfolio holdings, updated as of each calendar
quarter-end, is generally posted to this page within 45 days after the end of
the applicable quarter. Both lists remain available on the website until new
information for the next month or quarter is posted. Portfolio holdings
information for the fund is also contained in reports filed with the U.S.
Securities and Exchange Commission.

A description of the fund's policies and procedures regarding disclosure of
information about its portfolio holdings is available in the statement of
additional information.


                                       11

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>

MULTIPLE PORTFOLIO COUNSELOR SYSTEM

Capital Research and Management Company uses a system of multiple portfolio
counselors in managing mutual fund assets. Under this approach, the portfolio of
a fund is divided into segments managed by individual counselors who decide how
their respective segments will be invested. In addition, Capital Research and
Management Company's investment analysts may make investment decisions with
respect to a portion of a fund's portfolio. Investment decisions are subject to
a fund's objective(s), policies and restrictions and the oversight of the
appropriate investment-related committees of Capital Research and Management
Company and its investment divisions. The table below shows the investment
experience and role in management of the fund for each of the fund's primary
portfolio counselors.






                                                                  ROLE IN
                       INVESTMENT                EXPERIENCE       MANAGEMENT
 PORTFOLIO COUNSELOR   EXPERIENCE               IN THIS FUND      OF THE FUND
----------------------------------------------------------------------------------------

 STEVEN T. WATSON      Investment                   1 year        Serves as an equity
                       professional for 22    (since the fund's   portfolio counselor
                       years in total;           inception)
                       20 years with Capital
                       Research and
                       Management Company or
                       affiliate
----------------------------------------------------------------------------------------
 CARL M. KAWAJA        Investment                   1 year        Serves as an equity
                       professional for 22    (since the fund's   portfolio counselor
                       years in total;           inception)
                       19 years with Capital
                       Research and
                       Management Company or
                       affiliate
----------------------------------------------------------------------------------------
 ANDREW B. SUZMAN      Investment                   1 year        Serves as an equity
                       professional for 17    (since the fund's   portfolio counselor
                       years in total; all       inception)
                       with Capital Research
                       and Management
                       Company or affiliate
----------------------------------------------------------------------------------------




Information regarding the portfolio counselors' compensation, their ownership of
securities in the fund and other accounts they manage is in the statement of
additional information.

CERTAIN PRIVILEGES AND/OR SERVICES DESCRIBED ON THE FOLLOWING PAGES OF THIS
PROSPECTUS AND IN THE STATEMENT OF ADDITIONAL INFORMATION MAY NOT BE AVAILABLE
TO YOU, DEPENDING ON YOUR INVESTMENT DEALER OR RETIREMENT PLAN RECORDKEEPER.



PLEASE SEE YOUR FINANCIAL ADVISER, INVESTMENT DEALER OR RETIREMENT PLAN
RECORDKEEPER FOR MORE INFORMATION.


                                       12

International Growth and Income Fund / Retirement plan prospectus


<PAGE>

Purchase, exchange and sale of shares

AMERICAN FUNDS SERVICE COMPANY, THE FUND'S TRANSFER AGENT, ON BEHALF OF THE FUND
AND AMERICAN FUNDS DISTRIBUTORS,/(R)/ THE FUND'S DISTRIBUTOR, IS REQUIRED BY LAW
TO OBTAIN CERTAIN PERSONAL INFORMATION FROM YOU OR ANY OTHER PERSON(S) ACTING ON
YOUR BEHALF IN ORDER TO VERIFY YOUR OR SUCH PERSON'S IDENTITY. IF YOU DO NOT
PROVIDE THE INFORMATION, THE TRANSFER AGENT MAY NOT BE ABLE TO OPEN YOUR
ACCOUNT. IF THE TRANSFER AGENT IS UNABLE TO VERIFY YOUR IDENTITY OR THAT OF ANY
OTHER PERSON(S) AUTHORIZED TO ACT ON YOUR BEHALF, OR BELIEVES IT HAS IDENTIFIED
POTENTIALLY CRIMINAL ACTIVITY, THE FUND AND AMERICAN FUNDS DISTRIBUTORS RESERVE
THE RIGHT TO CLOSE YOUR ACCOUNT OR TAKE SUCH OTHER ACTION THEY DEEM REASONABLE
OR REQUIRED BY LAW.

PURCHASES AND EXCHANGES

Eligible retirement plans generally may open an account and purchase Class A or
R shares by contacting any investment dealer (who may impose transaction charges
in addition to those described in this prospectus) authorized to sell these
classes of the fund's shares. Some or all R share classes may not be available
through certain investment dealers. Additional shares may be purchased through a
plan's administrator or recordkeeper.

Class A shares are generally not available for retirement plans using the
PlanPremier/(R)/ or Recordkeeper Direct/(R)/ recordkeeping programs.

Class R shares are generally available only to 401(k) plans, 457 plans, 403(b)
plans, profit-sharing and money purchase pension plans, defined benefit plans
and nonqualified deferred compensation plans. Class R shares also are generally
available only to retirement plans where plan level or omnibus accounts are held
on the books of the fund. Class R-5 and R-6 shares are generally available only
to fee-based programs or through retirement plan intermediaries. In addition,
Class R-6 shares are available for investment by American Funds Target Date
Retirement Series/(R)/,and Class R-5 shares are available to other registered
investment companies approved by the fund. Class R shares generally are not
available to retail nonretirement accounts, traditional and Roth individual
retirement accounts (IRAs), Coverdell Education Savings Accounts, SEPs, SARSEPs,
SIMPLE IRAs and 529 college savings plans.

Shares of the fund offered through this prospectus generally may be exchanged
into shares of the same class of other American Funds. Exchanges of Class A
shares from American Funds Money Market Fund/SM/ purchased without a sales
charge generally will be subject to the appropriate sales charge.


                                       13

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>

FREQUENT TRADING OF FUND SHARES

The fund and American Funds Distributors reserve the right to reject any
purchase order for any reason. The fund is not designed to serve as a vehicle
for frequent trading. Frequent trading of fund shares may lead to increased
costs to the fund and less efficient management of the fund's portfolio,
potentially resulting in dilution of the value of the shares held by long-term
shareholders. Accordingly, purchases, including those that are part of exchange
activity that the fund or American Funds Distributors has determined could
involve actual or potential harm to the fund, may be rejected.

The fund, through its transfer agent, American Funds Service Company, maintains
surveillance procedures that are designed to detect frequent trading in fund
shares. Under these procedures, various analytics are used to evaluate factors
that may be indicative of frequent trading. For example, transactions in fund
shares that exceed certain monetary thresholds may be scrutinized. American
Funds Service Company also may review transactions that occur close in time to
other transactions in the same account or in multiple accounts under common
ownership or influence. Trading activity that is identified through these
procedures or as a result of any other information available to the fund will be
evaluated to determine whether such activity might constitute frequent trading.
These procedures may be modified from time to time as appropriate to improve the
detection of frequent trading, to facilitate monitoring for frequent trading in
particular retirement plans or other accounts, and to comply with applicable
laws.

In addition to the fund's broad ability to restrict potentially harmful trading
as described above, the fund's board of trustees has adopted a "purchase
blocking policy" under which any shareholder redeeming shares having a value of
$5,000 or more from the fund will be precluded from investing in the fund for 30
calendar days after the redemption transaction. This policy also applies to
redemptions and purchases that are part of exchange transactions. Under the
fund's purchase blocking policy, certain purchases will not be prevented and
certain redemptions will not trigger a purchase block, such as purchases and
redemptions of shares having a value of less than $5,000; transactions in Class
529 shares; purchases and redemptions resulting from reallocations by American
Funds Target Date Retirement Series; retirement plan contributions, loans and
distributions (including hardship withdrawals) identified as such on the
retirement plan recordkeeper's system; purchase transactions involving transfers
of assets, rollovers, Roth IRA conversions and IRA recharacterizations, where
the entity maintaining the shareholder account is able to identify the
transaction as one of these types of transactions; and systematic redemptions
and purchases, where the entity maintaining the shareholder account is able to
identify the transaction as a systematic redemption or purchase. Generally,
purchases and redemptions will not be considered "systematic" unless the
transaction is pre-scheduled for a specific date.


                                       14

International Growth and Income Fund / Retirement plan prospectus


<PAGE>


The fund reserves the right to waive the purchase blocking policy with respect
to specific shareholder accounts in those instances where American Funds Service
Company determines that its surveillance procedures are adequate to detect
frequent trading in fund shares.

American Funds Service Company will work with certain intermediaries (such as
investment dealers holding shareholder accounts in street name, retirement plan
recordkeepers, insurance company separate accounts and bank trust companies) to
apply their own procedures, provided that American Funds Service Company
believes the intermediary's procedures are reasonably designed to enforce the
frequent trading policies of the fund. You should refer to disclosures provided
by the intermediaries with which you have an account to determine the specific
trading restrictions that apply to you.

If American Funds Service Company identifies any activity that may constitute
frequent trading, it reserves the right to contact the intermediary and request
that the intermediary either provide information regarding an account owner's
transactions or restrict the account owner's trading. If American Funds Service
Company is not satisfied that the intermediary has taken appropriate action,
American Funds Service Company may terminate the intermediary's ability to
transact in fund shares.

There is no guarantee that all instances of frequent trading in fund shares will
be prevented.

NOTWITHSTANDING THE FUND'S SURVEILLANCE PROCEDURES AND PURCHASE BLOCKING POLICY,
ALL TRANSACTIONS IN FUND SHARES REMAIN SUBJECT TO THE RIGHT OF THE FUND AND
AMERICAN FUNDS DISTRIBUTORS TO RESTRICT POTENTIALLY ABUSIVE TRADING GENERALLY
(INCLUDING THE TYPES OF TRANSACTIONS DESCRIBED ABOVE THAT WILL NOT BE PREVENTED
OR TRIGGER A BLOCK UNDER THE PURCHASE BLOCKING POLICY). SEE THE STATEMENT OF
ADDITIONAL INFORMATION FOR MORE INFORMATION ABOUT HOW AMERICAN FUNDS SERVICE
COMPANY MAY ADDRESS OTHER POTENTIALLY ABUSIVE TRADING ACTIVITY IN THE AMERICAN
FUNDS.


                                       15

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>




VALUING SHARES

The net asset value of each share class of the fund is the value of a single
share. The fund calculates the net asset value each day the New York Stock
Exchange is open for trading as of approximately 4 p.m. New York time, the
normal close of regular trading. Assets are valued primarily on the basis of
market quotations. However, the fund has adopted procedures for making "fair
value" determinations if market quotations are not readily available or are not
considered reliable. For example, if events occur between the close of markets
outside the United States and the close of regular trading on the New York Stock
Exchange that, in the opinion of the investment adviser, materially affect the
value of any of the fund's securities that principally trade in those
international markets, those securities will be valued in accordance with fair
value procedures. Use of these procedures is intended to result in more
appropriate net asset values. In addition, such use will reduce, if not
eliminate, potential arbitrage opportunities otherwise available to short-term
investors.

Because the fund may hold securities that are primarily listed on foreign
exchanges that trade on weekends or days when the fund does not price its
shares, the values of securities held in the fund may change on days when you
will not be able to purchase or redeem fund shares.

Your shares will be purchased at the net asset value (plus any applicable sales
charge in the case of Class A shares) or sold at the net asset value next
determined after American Funds Service Company receives your request, provided
that your request contains all information and legal documentation necessary to
process the transaction.

MOVING BETWEEN SHARE CLASSES AND ACCOUNTS

Please see the statement of additional information for details and limitations
on moving investments in certain share classes to different share classes and on
moving investments held in certain accounts to different accounts.


                                       16

International Growth and Income Fund / Retirement plan prospectus


<PAGE>




FUND EXPENSES

In periods of market volatility, assets of the fund may decline significantly,
causing total annual fund operating expenses (as a percentage of the value of
your investment) to become higher than the numbers shown in the Annual Fund
Operating Expenses table in this prospectus.

The "Other expenses" items in the table on page 1 include custodial, legal,
transfer agent and subtransfer agent/recordkeeping payments, as well as various
other expenses. Subtransfer agent/recordkeeping payments may be made to the
fund's investment adviser, affiliates of the adviser and unaffiliated third
parties for providing recordkeeping and other administrative services to
retirement plans invested in the fund in lieu of the transfer agent providing
such services. The amount paid for subtransfer agent/recordkeeping services will
vary depending on the share class selected and the entity receiving the
payments. The table below shows the maximum payments to entities providing these
services to retirement plans.





                                                   PAYMENTS TO UNAFFILIATED
             PAYMENTS TO AFFILIATED ENTITIES               ENTITIES
-------------------------------------------------------------------------------

 Class A            .05% of assets or                  .05% of assets or
             $12 per participant position/1/    $12 per participant position/1/
-------------------------------------------------------------------------------
 Class R-1           .10% of assets                     .10% of assets
-------------------------------------------------------------------------------
 Class R-2     .15% of assets plus $27 per              .25% of assets
             participant position/2/ or .35%
                      of assets/3/
-------------------------------------------------------------------------------
 Class R-3     .10% of assets plus $12 per              .15% of assets
             participant position/2/ or .19%
                      of assets/3/
 Class R-4           .10% of assets                     .10% of assets
-------------------------------------------------------------------------------
 Class R-5           .05% of assets                     .05% of assets
-------------------------------------------------------------------------------
 Class R-6                none                               none
-------------------------------------------------------------------------------




1 Payment amount depends on the date upon which services commenced.

2 Payment with respect to Recordkeeper Direct program.
3 Payment with respect to PlanPremier program.


                                       17

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>

Sales charges

CLASS A SHARES

The initial sales charge you pay each time you buy Class A shares differs
depending upon the amount you invest and may be reduced or eliminated for larger
purchases as indicated below. The "offering price," the price you pay to buy
shares, includes any applicable sales charge, which will be deducted directly
from your investment. Shares acquired through reinvestment of dividends or
capital gain distributions are not subject to an initial sales charge.





                                       SALES CHARGE AS A
                                         PERCENTAGE OF:
                                                                 DEALER
                                                   NET         COMMISSION
                                       OFFERING   AMOUNT     AS A PERCENTAGE
 INVESTMENT                             PRICE    INVESTED   OF OFFERING PRICE
------------------------------------------------------------------------------

 Less than $25,000                      5.75%     6.10%           5.00%
------------------------------------------------------------------------------
 $25,000 but less than $50,000          5.00      5.26            4.25
------------------------------------------------------------------------------
 $50,000 but less than $100,000         4.50      4.71            3.75
------------------------------------------------------------------------------
 $100,000 but less than $250,000        3.50      3.63            2.75
------------------------------------------------------------------------------
 $250,000 but less than $500,000        2.50      2.56            2.00
------------------------------------------------------------------------------
 $500,000 but less than $750,000        2.00      2.04            1.60
------------------------------------------------------------------------------
 $750,000 but less than $1 million      1.50      1.52            1.20
------------------------------------------------------------------------------
 $1 million or more and certain other   none      none      see below
 investments described below
------------------------------------------------------------------------------




The sales charge, expressed as a percentage of the offering price or the net
amount invested, may be higher or lower than the percentages described in the
table above due to rounding. This is because the dollar amount of the sales
charge is determined by subtracting the net asset value of the shares purchased
from the offering price, which is calculated to two decimal places using
standard rounding criteria. The impact of rounding will vary with the size of
the investment and the net asset value of the shares. Similarly, any contingent
deferred sales charge paid by you on investments in Class A shares may be higher
or lower than the 1% charge described below due to rounding.


                                       18

International Growth and Income Fund / Retirement plan prospectus


<PAGE>


CLASS A SHARE PURCHASES NOT SUBJECT TO SALES CHARGES

The following investments are not subject to any initial or contingent deferred
sales charge if American Funds Service Company is properly notified of the
nature of the investment:

. investments made by accounts that are part of certain qualified fee-based
 programs and that purchased Class A shares before the discontinuation of your
 investment dealer's load-waived Class A share program with the American Funds;
 and

. certain rollover investments from retirement plans to IRAs (see "Rollovers
 from retirement plans to IRAs" in this prospectus for more information).

The distributor may pay dealers up to 1% on investments made in Class A shares
with no initial sales charge. The fund may reimburse the distributor for these
payments through its plans of distribution (see "Plans of distribution" in this
prospectus).

Certain other investors may qualify to purchase shares without a sales charge,
such as employees of investment dealers and registered investment advisers
authorized to sell American Funds and employees of The Capital Group Companies,
Inc. Please see the statement of additional information for more information.

 EMPLOYER-SPONSORED RETIREMENT PLANS

 Employer-sponsored retirement plans that are eligible to purchase Class R
 shares may instead purchase Class A shares and pay the applicable Class A sales
 charge, provided that their recordkeepers can properly apply a sales charge on
 plan investments. These plans are not eligible to make initial purchases of $1
 million or more in Class A shares and thereby invest in Class A shares without
 a sales charge, nor are they eligible to establish a statement of intention
 that qualifies them to purchase Class A shares without a sales charge. More
 information about statements of intention can be found under "Sales charge
 reductions" in this prospectus. Plans investing in Class A shares with a sales
 charge may purchase additional Class A shares in accordance with the sales
 charge table in this prospectus.

 Employer-sponsored retirement plans that invested in Class A shares without any
 sales charge before April 1, 2004, and that continue to meet the eligibility
 requirements in effect as of that date for purchasing Class A shares at net
 asset value, may continue to purchase Class A shares without any initial or
 contingent deferred sales charge.

 A 403(b) plan may not invest in Class A or C shares, unless it was invested in
 Class A or C shares before January 1, 2009.


                                       19

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>

CLASS R SHARES

Class R shares are sold without any initial or contingent deferred sales charge.
The distributor will pay dealers annually asset-based compensation of up to
1.00% for sales of Class R-1 shares, up to .75% for Class R-2 shares, up to .50%
for Class R-3 shares and up to .25% for Class R-4 shares. No dealer compensation
is paid from fund assets on sales of Class R-5 or R-6 shares. The fund may
reimburse the distributor for these payments through its plans of distribution
(see "Plans of distribution" in this prospectus).


                                       20

International Growth and Income Fund / Retirement plan prospectus


<PAGE>

Sales charge reductions

TO RECEIVE A REDUCTION IN YOUR CLASS A INITIAL SALES CHARGE, YOU MUST LET YOUR
FINANCIAL ADVISER OR AMERICAN FUNDS SERVICE COMPANY KNOW AT THE TIME YOU
PURCHASE SHARES THAT YOU QUALIFY FOR SUCH A REDUCTION. IF YOU DO NOT LET YOUR
ADVISER OR AMERICAN FUNDS SERVICE COMPANY KNOW THAT YOU ARE ELIGIBLE FOR A
REDUCTION, YOU MAY NOT RECEIVE A SALES CHARGE DISCOUNT TO WHICH YOU ARE
OTHERWISE ENTITLED. In order to determine your eligibility to receive a sales
charge discount, it may be necessary for you to provide your adviser or American
Funds Service Company with information and records (including account
statements) of all relevant accounts invested in the American Funds.

IN ADDITION TO THE INFORMATION IN THIS PROSPECTUS, YOU MAY OBTAIN MORE
INFORMATION ABOUT SHARE CLASSES, SALES CHARGES AND SALES CHARGE REDUCTIONS
THROUGH A LINK ON THE HOME PAGE OF THE AMERICAN FUNDS WEBSITE AT
AMERICANFUNDS.COM, FROM THE STATEMENT OF ADDITIONAL INFORMATION OR FROM YOUR
FINANCIAL ADVISER.

REDUCING YOUR CLASS A INITIAL SALES CHARGE

Consistent with the policies described in this prospectus, two or more
retirement plans of an employer or employer's affiliates may combine all of
their American Funds investments to reduce their Class A sales charge. Certain
investments in the American Funds Target Date Retirement Series may also be
combined for this purpose. Please see the American Funds Target Date Retirement
Series prospectus for further information. However, for this purpose,
investments representing direct purchases of American Funds Money Market Fund
are excluded. Following are different ways that you may qualify for a reduced
Class A sales charge:

 CONCURRENT PURCHASES

 Simultaneous purchases of any class of shares of two or more American Funds
 (excluding American Funds Money Market Fund) may be combined to qualify for a
 reduced Class A sales charge.

 RIGHTS OF ACCUMULATION

 You may take into account your accumulated holdings in all share classes of the
 American Funds (excluding American Funds Money Market Fund) to determine the
 initial sales charge you pay on each purchase of Class A shares. Subject to
 your investment dealer's or recordkeeper's capabilities, your accumulated
 holdings will be calculated as the higher of (a) the current value of your
 existing holdings (as of the day prior to your additional American Funds
 investment) or (b) the amount you invested (including reinvested dividends and
 capital gains, but excluding capital appreciation) less any withdrawals. Please
 see the statement of additional information for further details. You should
 retain any records necessary to substantiate the historical amounts you have
 invested.


                                       21

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>

 STATEMENT OF INTENTION

 You may reduce your Class A sales charge by establishing a statement of
 intention. A statement of intention allows you to combine all purchases of all
 share classes of the American Funds (excluding American Funds Money Market
 Fund) you intend to make over a 13-month period to determine the applicable
 sales charge; however, purchases made under a right of reinvestment,
 appreciation of your holdings, and reinvested dividends and capital gains do
 not count as purchases made during the statement period. The market value of
 your existing holdings eligible to be aggregated as of the day immediately
 before the start of the statement period may be credited toward satisfying the
 statement. A portion of your account may be held in escrow to cover additional
 Class A sales charges that may be due if your total purchases over the
 statement period do not qualify you for the applicable sales charge reduction.
 Employer-sponsored retirement plans may be restricted from establishing
 statements of intention. See "Sales charges" in this prospectus for more
 information.

RIGHT OF REINVESTMENT

If you notify American Funds Service Company, you may reinvest proceeds from a
redemption, dividend payment or capital gain distribution without a sales charge
in the same fund or other American Funds, provided that the reinvestment occurs
within 90 days after the date of the redemption or distribution and is made into
the same account from which you redeemed the shares or received the
distribution. If the account has been closed, you may reinvest without a sales
charge if the new receiving account has the same registration as the closed
account. Proceeds will be reinvested in the same share class from which the
original redemption or distribution was made. Redemption proceeds of Class A
shares representing direct purchases in American Funds Money Market Fund that
are reinvested in other American Funds will be subject to a sales charge.

Proceeds will be reinvested at the next calculated net asset value after your
request is received by American Funds Service Company, provided that your
request contains all information and legal documentation necessary to process
the transaction. For purposes of this "right of reinvestment policy," automatic
transactions (including, for example, automatic purchases, withdrawals and
payroll deductions) and ongoing retirement plan contributions are not eligible
for investment without a sales charge. You may not reinvest proceeds in the
American Funds as described in this paragraph if such proceeds are subject to a
purchase block as described under "Frequent trading of fund shares" in this
prospectus. This paragraph does not apply to certain rollover investments as
described under "Rollovers from retirement plans to IRAs" in this prospectus.



                                       22

International Growth and Income Fund / Retirement plan prospectus


<PAGE>

Rollovers from retirement plans to IRAs

Assets from retirement plans may be invested in Class A, C or F shares through
an IRA rollover, subject to the other provisions of this prospectus and the
prospectus for nonretirement plan shareholders. Rollovers invested in Class A
shares from retirement plans will be subject to applicable sales charges. The
following rollovers to Class A shares will be made without a sales charge:

. rollovers to IRAs from 403(b) plans with Capital Bank and Trust Company as
 custodian; and

. rollovers to IRAs that are attributable to American Funds investments, if they
 meet the following requirements:

 -- the assets being rolled over were invested in American Funds at the time of
   distribution; and

 -- the rolled over assets are contributed to an American Funds IRA with Capital
   Bank and Trust Company as custodian.

IRA rollover assets that roll over without a sales charge as described above
will not be subject to a contingent deferred sales charge, and investment
dealers will be compensated solely with an annual service fee that begins to
accrue immediately. IRA rollover assets invested in Class A shares that are not
attributable to American Funds investments, as well as future contributions to
the IRA, will be subject to sales charges and the terms and conditions generally
applicable to Class A share investments as described in this prospectus and the
statement of additional information.

Plans of distribution

The fund has plans of distribution or "12b-1 plans" for certain share classes,
under which it may finance activities primarily intended to sell shares,
provided that the categories of expenses are approved in advance by the fund's
board of trustees. The plans provide for payments, based on annualized
percentages of average daily net assets, of up to .30% for Class A shares, up to
1.00% for Class R-1 and R-2 shares, up to .75% for Class R-3 shares and up to
.50% for Class R-4 shares. For all share classes indicated above, up to .25% of
these expenses may be used to pay service fees to qualified dealers for
providing certain shareholder services. The amount remaining for each share
class may be used for distribution expenses.

The 12b-1 fees paid by the fund, as a percentage of average net assets for the
previous fiscal year, are indicated in the Annual Fund Operating Expenses table
under "Fees and expenses of the fund" in this prospectus. Since these fees are
paid out of the fund's assets or income on an ongoing basis, over time they will
increase the cost and reduce the return of your investment.


                                       23

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>

Other compensation to dealers

American Funds Distributors, at its expense, currently provides additional
compensation to investment dealers. These payments may be made, at the
discretion of American Funds Distributors, to the top 100 dealers (or their
affiliates) that have sold shares of the American Funds. The level of payments
made to a qualifying firm in any given year will vary and in no case would
exceed the sum of (a) .10% of the previous year's American Funds sales by that
dealer and (b) .02% of American Funds assets attributable to that dealer. For
calendar year 2009, aggregate payments made by American Funds Distributors to
dealers were less than .02% of the average assets of the American Funds.
Aggregate payments may also change from year to year. A number of factors will
be considered in determining payments, including the qualifying dealer's sales,
assets and redemption rates, and the quality of the dealer's relationship with
American Funds Distributors. American Funds Distributors makes these payments to
help defray the costs incurred by qualifying dealers in connection with efforts
to educate financial advisers about the American Funds so that they can make
recommendations and provide services that are suitable and meet shareholder
needs. American Funds Distributors will, on an annual basis, determine the
advisability of continuing these payments. American Funds Distributors may also
pay expenses associated with meetings conducted by dealers outside the top 100
firms to facilitate educating financial advisers and shareholders about the
American Funds. If investment advisers, distributors or other affiliates of
mutual funds pay additional compensation or other incentives in differing
amounts, dealer firms and their advisers may have financial incentives for
recommending a particular mutual fund over other mutual funds. You should
consult with your financial adviser and review carefully any disclosure by your
financial adviser's firm as to compensation received.


                                       24

International Growth and Income Fund / Retirement plan prospectus


<PAGE>

Distributions and taxes




DIVIDENDS AND DISTRIBUTIONS

The fund intends to distribute dividends to you, usually in March, June,
September and December.

Capital gains, if any, are usually distributed in December. When a dividend or
capital gain is distributed, the net asset value per share is reduced by the
amount of the payment.

All dividends and capital gain distributions paid to retirement plan
shareholders will be automatically reinvested.




TAXES ON DIVIDENDS AND DISTRIBUTIONS

Dividends and capital gains distributed by the fund to tax-deferred retirement
plan accounts are not currently taxable.

TAXES ON TRANSACTIONS

Exchanges within a tax-deferred retirement plan account will not result in a
capital gain or loss for federal or state income tax purposes. With limited
exceptions, distributions from a retirement plan account are taxable as ordinary
income.

PLEASE SEE YOUR TAX ADVISER FOR MORE INFORMATION.


                                       25

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>



Financial highlights/1/

The Financial Highlights table is intended to help you understand the fund's
results. Certain information reflects financial results for a single share of a
particular class. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the fund (assuming
reinvestment of all dividends and capital gain distributions). Where indicated,
figures in the table reflect the impact, if any, of certain
reimbursements/waivers from Capital Research and Management Company. For more
information about these reimbursements/ waivers, see the fund's statement of
additional information and annual report. The information in the Financial
Highlights table has been audited by Deloitte & Touche LLP, whose report, along
with the fund's financial statements, is included in the statement of additional
information, which is available upon request.





                                                    INCOME FROM INVESTMENT OPERATIONS/2/
                                                                Net (losses)
                                                                     on
                                                                 securities
                                        Net asset                   (both                   Dividends
                                         value,        Net        realized     Total from   (from net   Net asset
                                        beginning  investment        and       investment   investment  value, end     Total
                                        of period    income      unrealized)   operations    income)    of period   return/3,4/
---------------------------------------------------------------------------------------------------------------------------------

CLASS A:
Period from 10/1/2008/5/ to 6/30/2009    $25.00       $.62         $(.39)         $ .23       $(.45)      $24.78       1.04%
---------------------------------------------------------------------------------------------------------------------------------
CLASS R-1:
 Period from 10/1/2008/5/ to 6/30/2009    25.00        .45          (.34)           .11        (.35)       24.76        .52
---------------------------------------------------------------------------------------------------------------------------------
CLASS R-2:
 Period from 10/1/2008/5/ to 6/30/2009    25.00        .54          (.44)           .10        (.36)       24.74        .48
---------------------------------------------------------------------------------------------------------------------------------
CLASS R-3:
 Period from 10/1/2008/5/ to 6/30/2009   $25.00       $.61         $(.42)         $ .19       $(.41)      $24.78        .85%
---------------------------------------------------------------------------------------------------------------------------------
CLASS R-4:
 Period from 10/1/2008/5/ to 6/30/2009    25.00        .61          (.37)           .24        (.45)       24.79       1.09
---------------------------------------------------------------------------------------------------------------------------------
CLASS R-5:
 Period from 10/1/2008/5/ to 6/30/2009    25.00        .76          (.47)           .29        (.43)       24.86       1.28
---------------------------------------------------------------------------------------------------------------------------------
CLASS R-6:
 Period from 5/1/2009/5/ to 6/30/2009     22.97        .25          1.90           2.15        (.34)       24.78       9.38


                                                         Ratio of     Ratio of
                                                         expenses     expenses
                                                        to average   to average        Ratio
                                                        net assets   net assets       of net
                                         Net assets,   before reim-  after reim-     income to
                                        end of period  bursements/   bursements/      average
                                        (in millions)    waivers     waivers/4/    net assets/4/
-------------------------------------------------------------------------------------------------

CLASS A:
Period from 10/1/2008/5/ to 6/30/2009      $1,424        1.11 %/6/     1.06 %/6/      3.73 %/6/
-------------------------------------------------------------------------------------------------
CLASS R-1:
 Period from 10/1/2008/5/ to 6/30/2009          2        1.82/6/       1.77/6/        2.68/6/
-------------------------------------------------------------------------------------------------
CLASS R-2:
 Period from 10/1/2008/5/ to 6/30/2009          3        1.88/6/       1.78/6/        3.22/6/
-------------------------------------------------------------------------------------------------
CLASS R-3:
 Period from 10/1/2008/5/ to 6/30/2009     $    3        1.38 %/6/     1.33 %/6/      3.64 %/6/
-------------------------------------------------------------------------------------------------
CLASS R-4:
 Period from 10/1/2008/5/ to 6/30/2009          2        1.07/6/       1.02/6/        3.63/6/
-------------------------------------------------------------------------------------------------
CLASS R-5:
 Period from 10/1/2008/5/ to 6/30/2009          6         .81/6/        .78/6/        4.65/6/
-------------------------------------------------------------------------------------------------
CLASS R-6:
 Period from 5/1/2009/5/ to 6/30/2009          64         .12           .12           1.01






                                       26

International Growth and Income Fund / Retirement plan prospectus


<PAGE>




                              FOR THE PERIOD OCTOBER 1, 2008/5/ TO JUNE 30, 2009
--------------------------------------------------------------------------------------

 PORTFOLIO TURNOVER
RATE FOR ALL CLASSES                                 33%
OF SHARES



1 Based on operations for the periods shown (unless otherwise noted) and,
 accordingly, may not be representative of a full year.
2 Based on average shares outstanding.
3 Total returns exclude any applicable sales charges.
4 This column reflects the impact, if any, of certain reimbursements/waivers
 from Capital Research and Management Company. During some of the periods shown,
 Capital Research and Management Company reduced fees for investment advisory
 services and reimbursed other fees and expenses. In addition, during some of
 the periods shown, Capital Research and Management Company paid a portion of
 the fund's transfer agent fees for certain retirement plan share classes.
5 Commencement of operations.
6 Annualized.


                                       27

              International Growth and Income Fund / Retirement plan prospectus

<PAGE>

NOTES


                                       28

International Growth and Income Fund / Retirement plan prospectus


<PAGE>

NOTES


                                       29

              International Growth and Income Fund / Retirement plan prospectus
<PAGE>






[logo - American Funds /(R)/]             The right choice for the long term/(R)/





          FOR SHAREHOLDER          American Funds Service Company
          SERVICES                 800/421-0180
          FOR RETIREMENT PLAN      Call your employer or plan
          SERVICES                 administrator
                                   americanfunds.com
          FOR 24                   For Class R share information,
          -HOUR INFORMATION        visit
                                   AmericanFundsRetirement.com


          Telephone calls you have with American Funds may be
          monitored or recorded for quality assurance,
          verification and recordkeeping purposes. By speaking to
          American Funds on the telephone, you consent to such
          monitoring and recording.


-----------------------------------------------------------------------------------



MULTIPLE TRANSLATIONS  This prospectus may be translated into other languages.
If there is any inconsistency or ambiguity in the meaning of any translated word
or phrase, the English text will prevail.

ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS  The shareholder reports contain
additional information about the fund, including financial statements,
investment results, portfolio holdings, a discussion of market conditions and
the fund's investment strategies and the independent registered public
accounting firm's report (in the annual report).




STATEMENT OF ADDITIONAL INFORMATION (SAI) AND CODES OF ETHICS The current SAI,
as amended from time to time, contains more detailed information about the fund,
including the fund's financial statements, and is incorporated by reference into
this prospectus. This means that the current SAI, for legal purposes, is part of
this prospectus. The codes of ethics describe the personal investing policies
adopted by the fund, the fund's investment adviser and its affiliated companies.

The codes of ethics and current SAI are on file with the U.S. Securities and
Exchange Commission (SEC). These and other related materials about the fund are
available for review or to be copied at the SEC's Public Reference Room in
Washington, D.C. (202/551-8090), on the EDGAR database on the SEC's website at
sec.gov or, after payment of a duplicating fee, via e-mail request to
publicinfo@sec.gov or by writing to the SEC's Public Reference Section, 100 F
Street, NE, Washington, D.C. 20549-1520. The codes of ethics, current SAI and
shareholder reports are also available, free of charge, on our website,
americanfunds.com.

E-DELIVERY AND HOUSEHOLD MAILINGS Each year you are automatically sent an
updated summary prospectus and annual and semi-annual reports for the fund. You
may also occasionally receive proxy statements for the fund. In order to reduce
the volume of mail you receive, when possible, only one copy of these documents
will be sent to shareholders who are part of the same family and share the same
household address. You may elect to receive these documents electronically in
lieu of paper form by enrolling in e-delivery on our website, americanfunds.com.

If you would like to opt out of household-based mailings or receive a
complimentary copy of the current SAI, codes of ethics or annual/semi-annual
report to shareholders, please call American Funds Service Company at
800/421-0180 or write to the secretary of the fund at P.O. Box 7650, San
Francisco, California 94120.

SECURITIES INVESTOR PROTECTION CORPORATION (SIPC)  Shareholders may obtain
information about SIPC/(R)/ on its website at sipc.org or by calling
202/371-8300.





                                          Investment Company File No. 811-22215
                                      RPGEPR-934-0310P Litho in USA CGD/CF/9971
-------------------------------------------------------------------------------
THE CAPITAL GROUP COMPANIES
American Funds      Capital Research and Management      Capital International      Capital Guardian      Capital Bank and Trust






<PAGE>


                      INTERNATIONAL GROWTH AND INCOME FUND

                                     Part B



                      Statement of Additional Information

                                 March 1, 2010

This document is not a prospectus but should be read in conjunction with the
current prospectus or retirement plan prospectus of International Growth and
Income Fund (the "fund" or "IGI") dated March 1, 2010. You may obtain a
prospectus from your financial adviser or by writing to the fund at the
following address:

                      International Growth and Income Fund
                              Attention: Secretary
                                   One Market
                           Steuart Tower, Suite 1800
                        San Francisco, California 94105
                                  415/421-9360

Certain privileges and/or services described below may not be available to all
shareholders (including shareholders who purchase shares at net asset value
through eligible retirement plans) depending on the shareholder's investment
dealer or retirement plan recordkeeper. Please see your financial adviser,
investment dealer, plan recordkeeper or employer for more information.






Class A      IGAAX        Class 529-A          CGIAX    Class R-1          RIGAX
Class B      IGIBX        Class 529-B          CGIBX    Class R-2          RIGBX
Class C      IGICX        Class 529-C          CIICX    Class R-3          RGICX
Class F-1    IGIFX        Class 529-E          CGIEX    Class R-4          RIGEX
Class F-2    IGFFX        Class 529-F-1        CGIFX    Class R-5          RIGFX
                                                        Class R-6          RIGGX





                               TABLE OF CONTENTS



Item                                                                  Page no.
----                                                                  --------

Certain investment limitations and guidelines . . . . . . . . . . .        2
Description of certain securities and investment techniques . . . .        3
Fund policies . . . . . . . . . . . . . . . . . . . . . . . . . . .        9
Management of the fund  . . . . . . . . . . . . . . . . . . . . . .       11
Execution of portfolio transactions . . . . . . . . . . . . . . . .       33
Disclosure of portfolio holdings. . . . . . . . . . . . . . . . . .       36
Price of shares . . . . . . . . . . . . . . . . . . . . . . . . . .       38
Taxes and distributions . . . . . . . . . . . . . . . . . . . . . .       41
Purchase and exchange of shares . . . . . . . . . . . . . . . . . .       46
Sales charges . . . . . . . . . . . . . . . . . . . . . . . . . . .       51
Sales charge reductions and waivers . . . . . . . . . . . . . . . .       54
Selling shares. . . . . . . . . . . . . . . . . . . . . . . . . . .       59
Shareholder account services and privileges . . . . . . . . . . . .       60
General information . . . . . . . . . . . . . . . . . . . . . . . .       63
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       70
Investment portfolio
Financial statements




                 International Growth and Income Fund -- Page 1
<PAGE>


                 CERTAIN INVESTMENT LIMITATIONS AND GUIDELINES

The following limitations and guidelines are considered at the time of purchase,
under normal circumstances, and are based on a percentage of the fund's net
assets unless otherwise noted. This summary is not intended to reflect all of
the fund's investment limitations.




INVESTMENT OBJECTIVE

The fund may invest up to 20% of its assets in securities of issuers domiciled
in the United States; however the fund has no current intention of investing
more than 10% of its assets in securities of issuers domiciled in the United
States or whose securities are primarily listed on U.S. securities exchanges.
Accordingly, the fund currently intends to invest at least 90% of its assets in
securities of issuers domiciled outside the United States and whose securities
are primarily listed on exchanges outside the United States. The fund will,
however, hold cash and cash equivalents issued by U.S. issuers and treat them as
assets falling within this category. The fund may invest a portion of its assets
in companies located in developing countries.


                        *     *     *     *     *     *

The fund may experience difficulty liquidating certain portfolio securities
during significant market declines or periods of heavy redemptions.


                 International Growth and Income Fund -- Page 2
<PAGE>


          DESCRIPTION OF CERTAIN SECURITIES AND INVESTMENT TECHNIQUES

The descriptions below are intended to supplement the material in the prospectus
under "Investment objective, strategies and risks."


EQUITY SECURITIES -- Equity securities represent an ownership position in a
company. Equity securities held by the fund typically consist of common stocks.
The prices of equity securities fluctuate based on, among other things, events
specific to their issuers and market, economic and other conditions. For
example, prices of these securities can be affected by financial contracts held
by the issuer or third parties (such as derivatives) relating to the security or
other assets or indices.


There may be little trading in the secondary market for particular equity
securities, which may adversely affect the fund's ability to value accurately or
dispose of such equity securities. Adverse publicity and investor perceptions,
whether or not based on fundamental analysis, may decrease the value and/or
liquidity of equity securities.


INVESTING OUTSIDE THE U.S. -- Investing outside the United States may involve
additional risks caused by, among other things, currency controls and
fluctuating currency values; different accounting, auditing, financial
reporting, disclosure, and regulatory and legal standards and practices;
changing local, regional and global economic, political and social conditions;
expropriation; changes in tax policy; greater market volatility; different
securities market structures; higher transaction costs; and various
administrative difficulties, such as delays in clearing and settling portfolio
transactions or in receiving payment of dividends.


The risks described above may be heightened in connection with investments in
developing countries. Although there is no universally accepted definition, the
investment adviser generally considers a developing country as a country that is
in the earlier stages of its industrialization cycle with a low per capita gross
domestic product ("GDP") and a low market capitalization to GDP ratio relative
to those in the United States and the European Union. Historically, the markets
of developing countries have been more volatile than the markets of developed
countries, reflecting the greater uncertainties of investing in less established
markets and economies. In particular, developing countries may have less stable
governments, may present the risks of nationalization of businesses, may have
restrictions on foreign ownership and prohibitions on the repatriation of assets
and may have less protection of property rights than more developed countries.
The economies of developing countries may be reliant on only a few industries,
may be highly vulnerable to changes in local or global trade conditions and may
suffer from high and volatile debt burdens or inflation rates. Local securities
markets may trade a small number of securities and may be unable to respond
effectively to increases in trading volume, potentially making prompt
liquidation of holdings difficult or impossible at times.


Additional costs could be incurred in connection with the fund's investment
activities outside the United States. Brokerage commissions may be higher
outside the United States, and the fund will bear certain expenses in connection
with its currency transactions. Furthermore, increased custodian costs may be
associated with maintaining assets in certain jurisdictions.


In determining the domicile of an issuer, the fund's investment adviser will
consider the domicile determination of a leading provider of global indexes,
such as Morgan Stanley Capital International, and may also take into account
such factors as where the company is legally organized and/or maintains
principal corporate offices and/or conducts its principal operations.


                 International Growth and Income Fund -- Page 3
<PAGE>



INVESTING IN SMALLER CAPITALIZATION STOCKS -- The fund may invest in the stocks
of smaller capitalization companies (typically companies with market
capitalizations of less than $3.5 billion at the time of purchase). The
investment adviser believes that the issuers of smaller capitalization stocks
often provide attractive investment opportunities. However, investing in smaller
capitalization stocks can involve greater risk than is customarily associated
with investing in stocks of larger, more established companies. For example,
smaller companies often have limited product lines, limited operating histories,
limited markets or financial resources, may be dependent on one or a few key
persons for management and can be more susceptible to losses. Also, their
securities may be thinly traded (and therefore have to be sold at a discount
from current prices or sold in small lots over an extended period of time), may
be followed by fewer investment research analysts and may be subject to wider
price swings, thus creating a greater chance of loss than securities of larger
capitalization companies.


CURRENCY TRANSACTIONS -- The fund may purchase and sell currencies to facilitate
securities transactions and enter into forward currency contracts to protect
against changes in currency exchange rates. A forward currency contract is an
obligation to purchase or sell a specific currency at a future date, which may
be any fixed number of days from the date of the contract agreed upon by the
parties, at a price set at the time of the contract. Forward currency contracts
entered into by the fund will involve the purchase or sale of one currency
against the U.S. dollar. While entering into forward currency transactions could
minimize the risk of loss due to a decline in the value of the hedged currency,
it could also limit any potential gain that may result from an increase in the
value of the currency. The fund will not generally attempt to protect against
all potential changes in exchange rates. The fund will segregate liquid assets
that will be marked to market daily to meet its forward contract commitments to
the extent required by the Securities and Exchange Commission.


Certain provisions of the Internal Revenue Code may affect the extent to which
the fund may enter into forward contracts. Such transactions also may affect the
character and timing of income, gain or loss recognized by the fund for U.S.
federal income tax purposes.


DEBT SECURITIES -- Debt securities are used by issuers to borrow money.
Generally, issuers pay investors periodic interest and repay the amount borrowed
either periodically during the life of the security and/or at maturity. Some
debt securities, such as zero coupon bonds, do not pay current interest, but are
purchased at a discount from their face values and their values accrete over
time to face value at maturity. The market prices of debt securities fluctuate
depending on such factors as interest rates, credit quality and maturity. In
general, market prices of debt securities decline when interest rates rise and
increase when interest rates fall.


Lower rated debt securities, rated Ba1 or below by Moody's and/or BB+ or below
by S&P or unrated but determined by the fund's investment adviser to be of
equivalent quality, are described by the rating agencies as speculative and
involve greater risk of default or price changes due to changes in the issuer's
creditworthiness than higher rated debt securities, or they may already be in
default. The market prices of these securities may fluctuate more than higher
quality securities and may decline significantly in periods of general economic
difficulty. It may be more difficult to dispose of, and to determine the value
of, lower rated debt securities.


Certain additional risk factors relating to debt securities are discussed below:


     SENSITIVITY TO INTEREST RATE AND ECONOMIC CHANGES -- Debt securities may be
     sensitive to economic changes, political and corporate developments, and
     interest rate changes. In


                 International Growth and Income Fund -- Page 4
<PAGE>



     addition, during an economic downturn or substantial period of rising
     interest rates, issuers that are highly leveraged may experience increased
     financial stress that could adversely affect their ability to meet
     projected business goals, to obtain additional financing and to service
     their principal and interest payment obligations. Periods of economic
     change and uncertainty also can be expected to result in increased
     volatility of market prices and yields of certain debt securities. For
     example, prices of these securities can be affected by financial contracts
     held by the issuer or third parties (such as derivatives) relating to the
     security or other assets or indices.

     PAYMENT EXPECTATIONS -- Debt securities may contain redemption or call
     provisions. If an issuer exercises these provisions in a lower interest
     rate market, the fund would have to replace the security with a lower
     yielding security, resulting in decreased income to investors. If the
     issuer of a debt security defaults on its obligations to pay interest or
     principal or is the subject of bankruptcy proceedings, the fund may incur
     losses or expenses in seeking recovery of amounts owed to it.

     LIQUIDITY AND VALUATION -- There may be little trading in the secondary
     market for particular debt securities, which may affect adversely the
     fund's ability to value accurately or dispose of such debt securities.
     Adverse publicity and investor perceptions, whether or not based on
     fundamental analysis, may decrease the value and/or liquidity of debt
     securities.

The investment adviser attempts to reduce the risks described above through
diversification of the fund's portfolio and by credit analysis of each issuer,
as well as by monitoring broad economic trends and corporate and legislative
developments, but there can be no assurance that it will be successful in doing
so.


Credit ratings for debt securities provided by rating agencies reflect an
evaluation of the safety of principal and interest payments, not market value
risk. The rating of an issuer is a rating agency's view of past and future
potential developments related to the issuer and may not necessarily reflect
actual outcomes. There can be a lag between the time of developments relating to
an issuer and the time a rating is assigned and updated.


Bond rating agencies may assign modifiers (such as +/-) to ratings categories to
signify the relative position of a credit within the rating category. Investment
policies that are based on ratings categories should be read to include any
security within that category, without giving consideration to the modifier
except where otherwise provided. See the Appendix for more information about
credit ratings.


SECURITIES WITH EQUITY AND DEBT CHARACTERISTICS -- The fund may invest in
securities that have a combination of equity and debt characteristics. These
securities may at times behave more like equity than debt or vice versa. Some
types of convertible bonds, preferred stocks or other preferred securities
automatically convert into common stocks or other securities at a stated
conversion ratio and some may be subject to redemption at the option of the
issuer at a predetermined price. These securities, prior to conversion, may pay
a fixed rate of interest or a dividend. Because convertible securities have both
debt and equity characteristics, their values vary in response to many factors,
including the values of the securities into which they are convertible, general
market and economic conditions, and convertible market valuations, as well as
changes in interest rates, credit spreads and the credit quality of the issuer.



                 International Growth and Income Fund -- Page 5
<PAGE>


The prices and yields of nonconvertible preferred securities or preferred stocks
generally move with changes in interest rates and the issuer's credit quality,
similar to the factors affecting debt securities. Nonconvertible preferred
securities will be treated as debt for fund investment limit purposes.


WARRANTS AND RIGHTS -- The fund may purchase warrants, which may be issued
together with bonds or preferred stocks. Warrants generally entitle the holder
to buy a proportionate amount of common stock at a specified price, usually
higher than the current market price. Warrants may be issued with an expiration
date or in perpetuity. Rights are similar to warrants except that they normally
entitle the holder to purchase common stock at a lower price than the current
market price.


DEPOSITARY RECEIPTS - ADRs, in registered form, are designed for use in the U.S.
securities markets and are generally dollar denominated. EDRs, in bearer form,
are designed for use in the European securities markets and may be dollar
denominated. GDRs, in bearer form, primarily are designed for use in the
European and the U.S. securities markets, and may be dollar denominated.
Depositary receipts represent and may be converted into the underlying foreign
security.


OBLIGATIONS BACKED BY THE "FULL FAITH AND CREDIT" OF THE U.S. GOVERNMENT -- U.S.
government obligations include the following types of securities:


     U.S. TREASURY SECURITIES -- U.S. Treasury securities include direct
     obligations of the U.S. Treasury, such as Treasury bills, notes and bonds.
     For these securities, the payment of principal and interest is
     unconditionally guaranteed by the U.S. government, and thus they are of the
     highest possible credit quality. Such securities are subject to variations
     in market value due to fluctuations in interest rates, but, if held to
     maturity, will be paid in full.

     FEDERAL AGENCY SECURITIES -- The securities of certain U.S. government
     agencies and government-sponsored entities are guaranteed as to the timely
     payment of principal and interest by the full faith and credit of the U.S.
     government. Such agencies and entities include The Federal Financing Bank
     (FFB), the Government National Mortgage Association (Ginnie Mae), the
     Veterans Administration (VA), the Federal Housing Administration (FHA), the
     Export-Import Bank (Exim Bank), the Overseas Private Investment Corporation
     (OPIC), the Commodity Credit Corporation (CCC) and the Small Business
     Administration (SBA).

OTHER FEDERAL AGENCY OBLIGATIONS -- Additional federal agency securities are
neither direct obligations of, nor guaranteed by, the U.S. government. These
obligations include securities issued by certain U.S. government agencies and
government-sponsored entities. However, they generally involve some form of
federal sponsorship: some operate under a government charter; some are backed by
specific types of collateral; some are supported by the issuer's right to borrow
from the Treasury; and others are supported only by the credit of the issuing
government agency or entity. These agencies and entities include, but are not
limited to: Federal Home Loan Bank, Federal Home Loan Mortgage Corporation
(Freddie Mac), Federal National Mortgage Association (Fannie Mae), Tennessee
Valley Authority and Federal Farm Credit Bank System.


On September 7, 2008, Freddie Mac and Fannie Mae were placed into
conservatorship by their new regulator, the Federal Housing Finance Agency.
Simultaneously, the U.S. Treasury made a commitment of indefinite duration to
maintain the positive net worth of both firms.


                 International Growth and Income Fund -- Page 6
<PAGE>



CASH AND CASH EQUIVALENTS -- The fund may hold cash or invest in cash
equivalents. Cash equivalents include (a) commercial paper (for example,
short-term notes with maturities typically up to 12 months in length issued by
corporations, governmental bodies or bank/corporation sponsored conduits
(asset-backed commercial paper)) (b) short-term bank obligations (for example,
certificates of deposit, bankers' acceptances (time drafts on a commercial bank
where the bank accepts an irrevocable obligation to pay at maturity)) or bank
notes, (c) savings association and savings bank obligations (for example, bank
notes and certificates of deposit issued by savings banks or savings
associations), (d) securities of the U.S. government, its agencies or
instrumentalities that mature, or may be redeemed, in one year or less, and (e)
corporate bonds and notes that mature, or that may be redeemed, in one year or
less.


FORWARD COMMITMENT, WHEN ISSUED AND DELAYED DELIVERY TRANSACTIONS -- The fund
may enter into commitments to purchase or sell securities at a future date. When
the fund agrees to purchase such securities, it assumes the risk of any decline
in value of the security from the date of the agreement. If the other party to
such a transaction fails to deliver or pay for the securities, the fund could
miss a favorable price or yield opportunity, or could experience a loss.


The fund will not use these transactions for the purpose of leveraging and will
segregate liquid assets that will be marked to market daily in an amount
sufficient to meet its payment obligations in these transactions. Although these
transactions will not be entered into for leveraging purposes, to the extent the
fund's aggregate commitments in connection with these transactions exceed its
segregated assets, the fund temporarily could be in a leveraged position
(because it may have an amount greater than its net assets subject to market
risk). Should market values of the fund's portfolio securities decline while the
fund is in a leveraged position, greater depreciation of its net assets would
likely occur than if it were not in such a position. The fund will not borrow
money to settle these transactions and, therefore, will liquidate other
portfolio securities in advance of settlement if necessary to generate
additional cash to meet its obligations. After a transaction is entered into,
the fund may still dispose of or renegotiate the transaction. Additionally,
prior to receiving delivery of securities as part of a transaction, the fund may
sell such securities.


REPURCHASE AGREEMENTS -- The fund may enter into repurchase agreements under
which the fund buys a security and obtains a simultaneous commitment from the
seller to repurchase the security at a specified time and price. Repurchase
agreements permit the fund to maintain liquidity and earn income over periods of
time as short as overnight. The seller must maintain with the fund's custodian
collateral equal to at least 100% of the repurchase price, including accrued
interest, as monitored daily by the investment adviser. The fund will only enter
into repurchase agreements involving securities in which it could otherwise
invest and with selected banks and securities dealers whose financial condition
is monitored by the investment adviser. If the seller under the repurchase
agreement defaults, the fund may incur a loss if the value of the collateral
securing the repurchase agreement has declined and may incur disposition costs
in connection with liquidating the collateral. If bankruptcy proceedings are
commenced with respect to the seller, realization of the collateral by the fund
may be delayed or limited.


REAL ESTATE INVESTMENT TRUSTS -- The fund may invest in securities issued by
real estate investment trusts (REITs), which primarily invest in real estate or
real estate-related loans. Equity REITs own real estate properties, while
mortgage REITs hold construction, development and/or long-term mortgage loans.
The values of REITs may be affected by changes in the value of the underlying
property of the trusts, the creditworthiness of the issuer, property taxes,
interest rates, tax laws and regulatory requirements, such as those relating to
the environment. Both types of


                 International Growth and Income Fund -- Page 7
<PAGE>



REITs are dependent upon management skill and the cash flows generated by their
holdings, the real estate market in general and the possibility of failing to
qualify for any applicable pass-through tax treatment or failing to maintain any
applicable exemptive status afforded under relevant laws.


RESTRICTED OR ILLIQUID SECURITIES -- The fund may purchase securities subject to
restrictions on resale. Restricted securities may only be sold pursuant to an
exemption from registration under the Securities Act of 1933 (the "1933 Act"),
or in a registered public offering. Where registration is required, the holder
of a registered security may be obligated to pay all or part of the registration
expense and a considerable period may elapse between the time it decides to seek
registration and the time it may be permitted to sell a security under an
effective registration statement. Difficulty in selling such securities may
result in a loss to the fund or cause it to incur additional administrative
costs.


Securities (including restricted securities) not actively traded will be
considered illiquid unless they have been specifically determined to be liquid
under procedures adopted by the fund's board of trustees, taking into account
factors such as the frequency and volume of trading, the commitment of dealers
to make markets and the availability of qualified investors, all of which can
change from time to time. The fund may incur certain additional costs in
disposing of illiquid securities.

                        *     *     *     *     *     *

PORTFOLIO TURNOVER -- Portfolio changes will be made without regard to the
length of time particular investments may have been held. Short-term trading
profits are not the fund's objective, and changes in its investments are
generally accomplished gradually, though short-term transactions may
occasionally be made. High portfolio turnover involves correspondingly greater
transaction costs in the form of dealer spreads or brokerage commissions, and
may result in the realization of net capital gains, which may be taxable when
distributed to shareholders.


Fixed-income securities are generally traded on a net basis and usually neither
brokerage commissions nor transfer taxes are involved. Transaction costs are
usually reflected in the spread between the bid and asked price.


The fund's portfolio turnover rate for the period October 1, 2008 through June
30, 2009 was 33%. The portfolio turnover rate would equal 100% if each security
in a fund's portfolio were replaced once per year.


                 International Growth and Income Fund -- Page 8
<PAGE>


                                 FUND POLICIES

All percentage limitations in the following fund policies are considered at the
time securities are purchased and are based on the fund's net assets unless
otherwise indicated. None of the following policies involving a maximum
percentage of assets will be considered violated unless the excess occurs
immediately after, and is caused by, an acquisition by the fund. In managing the
fund, the fund's investment adviser may apply more restrictive policies than
those listed below.


FUNDAMENTAL POLICIES -- The fund has adopted the following policies, which may
not be changed without approval by holders of a majority of its outstanding
shares. Such majority is currently defined in the Investment Company Act of
1940, as amended (the "1940 Act"), as the vote of the lesser of (a) 67% or more
of the voting securities present at a shareholder meeting, if the holders of
more than 50% of the outstanding voting securities are present in person or by
proxy, or (b) more than 50% of the outstanding voting securities.


1.   Except as permitted by (i) the 1940 Act and the rules and regulations
thereunder, or other successor law governing the regulation of registered
investment companies, or interpretations or modifications thereof by the SEC,
SEC staff or other authority of competent jurisdiction, or (ii) exemptive or
other relief or permission from the SEC, SEC staff or other authority of
competent jurisdiction, the fund may not:

          a.  Borrow money;

          b.  Issue senior securities;

          c.  Underwrite the securities of other issuers;

          d.  Purchase or sell real estate or commodities;

          e.  Make loans; or

          f. Purchase the securities of any issuer if, as a result of such
          purchase, the fund's investments would be concentrated in any
          particular industry.

2.   The fund may not invest in companies for the purpose of exercising control
or management.

NONFUNDAMENTAL POLICIES -- The following policy may be changed without
shareholder approval:


The fund may not acquire securities of open-end investment companies or unit
investment trusts registered under the 1940 Act in reliance on Sections
12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.


ADDITIONAL INFORMATION ABOUT FUNDAMENTAL POLICIES -- The information below is
not part of the fund's fundamental policies. This information is intended to
provide a summary of what is currently required or permitted by the 1940 Act and
the rules and regulations thereunder, or by the interpretive guidance thereof by
the SEC or SEC staff, for particular fundamental policies of the fund.

                 International Growth and Income Fund -- Page 9
<PAGE>


For purposes of fundamental policy 1a, the fund may borrow money in amounts of
up to 33-1/3% of its total assets from banks for any purpose, and may borrow up
to 5% of its total assets from banks or other lender for temporary purposes.


For purposes of fundamental policy 1e, the fund may not lend more than 33-1/3%
of its total assets, except through the purchase of debt obligations.


For purposes of fundamental policy 1f, the fund may not invest 25% or more of
its total assets in the securities of issuers in the same industry.


                International Growth and Income Fund -- Page 10
<PAGE>





                             MANAGEMENT OF THE FUND




BOARD OF TRUSTEES AND OFFICERS




"INDEPENDENT" TRUSTEES/1/




 NAME, AGE AND                                                   NUMBER OF
 POSITION WITH FUND                                            PORTFOLIOS/3/
 (YEAR FIRST ELECTED             PRINCIPAL OCCUPATION(S)         OVERSEEN      OTHER DIRECTORSHIPS/4/ HELD
 AS A TRUSTEE/2/)                 DURING PAST FIVE YEARS        BY TRUSTEE             BY TRUSTEE
-----------------------------------------------------------------------------------------------------------

 Mary Jane Elmore, 55         Managing Director and General          3         None
 Trustee (2008)               Partner, Institutional Venture
                              Partners; former Product
                              Marketing Manager, Intel
                              Corporation's Development
                              Systems Division

-----------------------------------------------------------------------------------------------------------
 Robert A. Fox, 72            Managing General Partner, Fox          9         None
 Chairman of the Board        Investments LP; corporate
 (Independent and             director; retired President
 Non-Executive) (2008)        and CEO, Foster Farms (poultry
                              producer)
-----------------------------------------------------------------------------------------------------------
 Leonade D. Jones, 62         Co-founder, VentureThink LLC           9         None
 Trustee (2008)               (developed and managed
                              e-commerce businesses) and
                              Versura Inc. (education loan
                              exchange); former Treasurer,
                              The Washington Post Company

 -----------------------------------------------------------------------------------------------------------
 William D. Jones, 54         Real estate developer/ owner,          6         Sempra Energy;
 Trustee (2008)               President and CEO, CityLink                      SouthWest Water Company
                              Investment Corporation
                              (acquires, develops and
                              manages real estate ventures
                              in selected urban communities)
                              and City Scene Management
                              Company (provides commercial
                              asset and property management
                              services)

 -----------------------------------------------------------------------------------------------------------
 John M. Lillie, 73           Former CEO, American President         3         None
 Trustee (2008)               Companies (container shipping
                              and transportation services);
                              former CEO, Lucky Stores;
                              former CEO, Leslie Salt

-----------------------------------------------------------------------------------------------------------
 John G. McDonald, 72         Stanford Investors Professor,         12         iStar Financial, Inc.;
 Trustee (2008)               Graduate School of Business,                     Plum Creek Timber Co.;
                              Stanford University                              Scholastic Corporation;
                                                                               Varian, Inc.
-----------------------------------------------------------------------------------------------------------
 James J. Postl, 64           Former President and CEO,              3         Cooper Industries;
 Trustee (2008)               Pennzoil-Quaker State Company                    Pulte, Inc.
                              (automotive products and
                              services)
-----------------------------------------------------------------------------------------------------------
 Henry E. Riggs, 75           President Emeritus, Keck               5         None
 Trustee (2008)               Graduate Institute of Applied
                              Life Sciences
-----------------------------------------------------------------------------------------------------------
 Isaac Stein, 63              President, Waverley Associates         3         Alexza Pharmaceuticals,
 Trustee (2008)               (private investment fund);                       Inc.; Maxygen, Inc.
                              Chairman Emeritus of the Board
                              of Trustees, Stanford
                              University
-----------------------------------------------------------------------------------------------------------








                International Growth and Income Fund -- Page 11
<PAGE>



"INTERESTED" TRUSTEE/5,6/




                                  PRINCIPAL OCCUPATION(S)
                                  DURING PAST FIVE YEARS
 NAME, AGE AND                         AND POSITIONS            NUMBER OF
 POSITION WITH FUND            HELD WITH AFFILIATED ENTITIES  PORTFOLIOS/3/
 (YEAR FIRST ELECTED           OR THE PRINCIPAL UNDERWRITER     OVERSEEN      OTHER DIRECTORSHIPS/4/ HELD
 AS A TRUSTEE/OFFICER/2/)               OF THE FUND            BY TRUSTEE             BY TRUSTEE
----------------------------------------------------------------------------------------------------------

 Steven T. Watson, 54           Senior Vice President -             1         None
 Vice Chairman of the Board     Capital World Investors,
 (2008)                         Capital Research Company*;
                                Director, Capital Research
                                Company*; Director, The
                                Capital Group Companies,
                                Inc.*
----------------------------------------------------------------------------------------------------------







OTHER OFFICERS/6/



 NAME, AGE AND
 POSITION WITH FUND         PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
 (YEAR FIRST ELECTED          AND POSITIONS HELD WITH AFFILIATED ENTITIES
 AS AN OFFICER/2/)             OR THE PRINCIPAL UNDERWRITER OF THE FUND
-------------------------------------------------------------------------------

 Carl M. Kawaja, 45      Senior Vice President - Capital World Investors,
 President (2008)        Capital Research and Management Company; Director,
                         Capital Research and Management Company; Director,
                         Capital International, Inc.*; Director, Capital
                         International Asset Management, Inc.*
-------------------------------------------------------------------------------
 Paul F. Roye, 56        Senior Vice President - Fund Business Management
 Executive Vice          Group, Capital Research and Management Company;
 President (2008)        Director, American Funds Service Company*; former
                         Director, Division of Investment Management, United
                         States Securities and Exchange Commission
-------------------------------------------------------------------------------
 Andrew B. Suzman, 42    Senior Vice President - Capital World Investors,
 Senior Vice President   Capital Research Company*
 (2008)
-------------------------------------------------------------------------------
 Patrick F. Quan, 51     Vice President - Fund Business Management Group,
 Secretary (2008)        Capital Research and Management Company
-------------------------------------------------------------------------------
 Jennifer M. Buchheim,   Vice President - Fund Business Management Group,
 36                      Capital Research and Management Company
 Treasurer (2008)
-------------------------------------------------------------------------------
 Julie E. Lawton, 36     Associate - Capital Research and Management Company
 Assistant Secretary
 (2009)
-------------------------------------------------------------------------------
 Bryan K. Nielsen, 36    Vice President, Capital Guardian Trust Company*; Vice
 Assistant Treasurer     President, Capital International, Inc.*
 (2008)
-------------------------------------------------------------------------------





                International Growth and Income Fund -- Page 12
<PAGE>


* Company affiliated with Capital Research and Management Company.

1 The term "independent" trustee refers to a trustee who is not an "interested
 person" of the fund within the meaning of the 1940 Act.
2 Trustees and officers of the fund serve until their resignation, removal or
 retirement.
3 Funds managed by Capital Research and Management Company, including the
 American Funds; American Funds Insurance Series,(R) which is composed of 16
 funds and serves as the underlying investment vehicle for certain variable
 insurance contracts; American Funds Target Date Retirement Series,/(R)/ Inc.,
 which is composed of 10 funds and is available through tax-deferred retirement
 plans and IRAs; and Endowments, which is available to certain nonprofit
 organizations.
4 This includes all directorships (other than those in the American Funds or
 other funds managed by Capital Research and Management Company) that are held
 by each trustee as a director of a public company or a registered investment
 company.
5 "Interested persons" of the fund within the meaning of the 1940 Act, on the
 basis of their affiliation with the fund's investment adviser, Capital Research
 and Management Company, or affiliated entities (including the fund's principal
 underwriter).
6 All of the officers listed are officers and/or directors/trustees of one or
 more of the other funds for which Capital Research and Management Company
 serves as investment adviser.




THE ADDRESS FOR ALL TRUSTEES AND OFFICERS OF THE FUND IS 333 SOUTH HOPE STREET,
55TH FLOOR, LOS ANGELES, CALIFORNIA 90071, ATTENTION: SECRETARY.


                International Growth and Income Fund -- Page 13
<PAGE>






FUND SHARES OWNED BY TRUSTEES AS OF DECEMBER 31, 2009:




                                                                            AGGREGATE
                                                                             DOLLAR
                                                                           RANGE/1/ OF
                                                                           INDEPENDENT
                                         AGGREGATE                          TRUSTEES
                                      DOLLAR RANGE/1/      DOLLAR           DEFERRED
                                         OF SHARES       RANGE/1 /OF     COMPENSATION/2/
                                         OWNED IN        INDEPENDENT      ALLOCATED TO
                                         ALL FUNDS        TRUSTEES          ALL FUNDS
                                          IN THE          DEFERRED           WITHIN
                     DOLLAR RANGE/1/  AMERICAN FUNDS   COMPENSATION/2/   AMERICAN FUNDS
                         OF FUND      FAMILY OVERSEEN     ALLOCATED      FAMILY OVERSEEN
       NAME           SHARES OWNED      BY TRUSTEE         TO FUND         BY TRUSTEE
-----------------------------------------------------------------------------------------




 "INDEPENDENT" TRUSTEES
-----------------------------------------------------------------------------------------
 Mary Jane Elmore     Over $100,000    Over $100,000      $50,001 -       Over $100,000
                                                          $100,000
-----------------------------------------------------------------------------------------
 Robert A. Fox        Over $100,000    Over $100,000      $50,001 -       Over $100,000
                                                          $100,000
-----------------------------------------------------------------------------------------
 Leonade D. Jones       $50,001 -      Over $100,000    Over $100,000     Over $100,000
                        $100,000
-----------------------------------------------------------------------------------------
 William D. Jones       $10,001 -      Over $100,000      $10,001 -       Over $100,000
                         $50,000                           $50,000
-----------------------------------------------------------------------------------------
 John M. Lillie       Over $100,000    Over $100,000         N/A               N/A
-----------------------------------------------------------------------------------------
 John G. McDonald       $50,001 -      Over $100,000         N/A               N/A
                        $100,000
-----------------------------------------------------------------------------------------
 James J. Postl       Over $100,000    Over $100,000      $50,001 -       Over $100,000
                                                          $100,000
-----------------------------------------------------------------------------------------
 Henry E. Riggs       Over $100,000    Over $100,000         N/A          Over $100,000
-----------------------------------------------------------------------------------------
 Isaac Stein          Over $100,000    Over $100,000         N/A               N/A
-----------------------------------------------------------------------------------------








                International Growth and Income Fund -- Page 14
<PAGE>





                                                          AGGREGATE
                                                       DOLLAR RANGE/1/
                                                          OF SHARES
                                                           OWNED IN
                                                          ALL FUNDS
                                                            IN THE
                          DOLLAR RANGE/1/               AMERICAN FUNDS
                              OF FUND                  FAMILY OVERSEEN
       NAME                 SHARES OWNED                  BY TRUSTEE
-----------------------------------------------------------------------------

 "INTERESTED" TRUSTEES
-----------------------------------------------------------------------------
 Steven T. Watson          Over $100,000                Over $100,000
-----------------------------------------------------------------------------





1 Ownership disclosure is made using the following ranges: None; $1 - $10,000;
 $10,001 - $50,000; $50,001 - $100,000; and Over $100,000. The amounts listed
 for "interested" trustees include shares owned through The Capital Group
 Companies, Inc. retirement plan and 401(k) plan.
2 Eligible trustees may defer their compensation under a nonqualified deferred
 compensation plan. Deferred amounts accumulate at an earnings rate determined
 by the total return of one or more American Funds as designated by the trustee.


TRUSTEE COMPENSATION -- No compensation is paid by the fund to any officer or
trustee who is a director, officer or employee of the investment adviser or its
affiliates. The boards of funds advised by the investment adviser typically meet
either individually or jointly with the boards of one or more other such funds
with substantially overlapping board membership (in each case referred to as a
"board cluster"). The fund typically pays each independent trustee an annual
fee, which ranges from $6,875 to $20,000, based primarily on the total number of
board clusters on which that independent trustee serves.


In addition, the fund generally pays independent trustees attendance and other
fees for meetings of the board and its committees. Board chairs receive
additional fees for their services.


Independent trustees also receive attendance fees for certain special joint
meetings and information sessions with directors and trustees of other groupings
of funds advised by the investment adviser. The fund and the other funds served
by each independent trustee each pay an equal portion of these attendance fees.


No pension or retirement benefits are accrued as part of fund expenses.
Independent trustees may elect, on a voluntary basis, to defer all or a portion
of their fees through a deferred compensation plan in effect for the fund. The
fund also reimburses certain expenses of the independent trustees.


                International Growth and Income Fund -- Page 15
<PAGE>





TRUSTEE COMPENSATION EARNED DURING THE YEAR ENDED JUNE 30, 2009



                                                                                                  TOTAL COMPENSATION (INCLUDING
                                                                    AGGREGATE COMPENSATION    VOLUNTARILY DEFERRED COMPENSATION/1/)
                                                                    (INCLUDING VOLUNTARILY          FROM ALL FUNDS MANAGED BY
                                                                   DEFERRED COMPENSATION/1/)     CAPITAL RESEARCH AND MANAGEMENT
                              NAME                                       FROM THE FUND             COMPANY OR ITS AFFILIATES/2/
------------------------------------------------------------------------------------------------------------------------------------

 Mary Jane Elmore/3/                                                        $30,708                          $115,958
------------------------------------------------------------------------------------------------------------------------------------
 Robert A. Fox/3/                                                            29,287                           334,625
------------------------------------------------------------------------------------------------------------------------------------
 Leonade D. Jones/3/                                                         43,035                           379,597
------------------------------------------------------------------------------------------------------------------------------------
 William D. Jones/3/                                                         34,021                           225,167
------------------------------------------------------------------------------------------------------------------------------------
 John M. Lillie                                                              43,235                           161,569
------------------------------------------------------------------------------------------------------------------------------------
 John G. McDonald/3/                                                         29,499                           419,167
------------------------------------------------------------------------------------------------------------------------------------
 James J. Postl/3/                                                           35,708                           133,875
------------------------------------------------------------------------------------------------------------------------------------
 Henry E. Riggs                                                              36,312                           292,715
------------------------------------------------------------------------------------------------------------------------------------
 Isaac Stein                                                                 34,875                           146,375
------------------------------------------------------------------------------------------------------------------------------------




1 Amounts may be deferred by eligible trustees under a nonqualified deferred
 compensation plan adopted by the fund in 2008. Deferred amounts accumulate at
 an earnings rate determined by the total return of one or more American Funds
 as designated by the trustees. Compensation shown in this table for the fiscal
 year ended June 30, 2009 does not include earnings on amounts deferred in
 previous fiscal years. See footnote 3 to this table for more information.
2 Funds managed by Capital Research and Management Company, including the
 American Funds; American Funds Insurance Series,(R) which is composed of 16
 funds and serves as the underlying investment vehicle for certain variable
 insurance contracts; American Funds Target Date Retirement Series,/(R)/ Inc.,
 which is composed of 10 funds and is available through tax-deferred retirement
 plans and IRAs; and Endowments, which is available to certain nonprofit
 organizations.
3 Since the deferred compensation plan's adoption, the total amount of deferred
 compensation accrued by the fund (plus earnings thereon) through the 2009
 fiscal year for participating trustees is as follows: Mary Jane Elmore
 ($29,804), Robert A. Fox ($23,004), Leonade D. Jones ($11,828), William D.
 Jones ($7,901), John G. McDonald ($19,522) and James Postl ($29,804). Amounts
 deferred and accumulated earnings thereon are not funded and are general
 unsecured liabilities of the fund until paid to the trustees.

As of February 1, 2010, the officers and trustees of the fund and their
families, as a group, owned beneficially or of record less than 1% of the
outstanding shares of the fund.


FUND ORGANIZATION AND THE BOARD OF TRUSTEES -- The fund, an open-end,
diversified management investment company, was organized as a Maryland
corporation on July 2, 2008 and was reorganized as a Delaware statutory trust on
March 1, 2010. All fund operations are supervised by the fund's board of
trustees which meets periodically and performs duties required by applicable
state and federal laws.


Delaware law charges trustees with the duty of managing the business affairs of
the Trust. Trustees are considered to be fiduciaries of the Trust and owe duties
of care and loyalty to the Trust and its shareholders.


Independent board members are paid certain fees for services rendered to the
fund as described above. They may elect to defer all or a portion of these fees
through a deferred compensation plan in effect for the fund.


                International Growth and Income Fund -- Page 16
<PAGE>



The fund has several different classes of shares. Shares of each class represent
an interest in the same investment portfolio. Each class has pro rata rights as
to voting, redemption, dividends and liquidation, except that each class bears
different distribution expenses and may bear different transfer agent fees and
other expenses properly attributable to the particular class as approved by the
board of trustees and set forth in the fund's rule 18f-3 Plan. Each class'
shareholders have exclusive voting rights with respect to the respective class'
rule 12b-1 plans adopted in connection with the distribution of shares and on
other matters in which the interests of one class are different from interests
in another class. Shares of all classes of the fund vote together on matters
that affect all classes in substantially the same manner. Each class votes as a
class on matters that affect that class alone. Note that 529 college savings
plan account owners invested in Class 529 shares are not shareholders of the
fund and, accordingly, do not have the rights of a shareholder, such as the
right to vote proxies relating to fund shares. As the legal owner of the fund's
Class 529 shares, the Virginia College Savings Plan/SM/ will vote any proxies
relating to the fund's Class 529 shares. In addition, the trustees have the
authority to establish new series and classes of shares, and to split or combine
outstanding shares into a greater or lesser number, without shareholder
approval.


The fund does not hold annual meetings of shareholders. However, significant
matters that require shareholder approval, such as certain elections of board
members or a change in a fundamental investment policy, will be presented to
shareholders at a meeting called for such purpose. Shareholders have one vote
per share owned.


The fund's declaration of trust and by-laws as well as separate indemnification
agreements that the fund has entered into with independent trustees provide in
effect that, subject to certain conditions, the fund will indemnify its officers
and trustees against liabilities or expenses actually and reasonably incurred by
them relating to their service to the fund. However, trustees are not protected
from liability by reason of their willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of their
office.


REMOVAL OF TRUSTEES BY SHAREHOLDERS -- At any meeting of shareholders, duly
called and at which a quorum is present, shareholders may, by the affirmative
vote of the holders of two-thirds of the votes entitled to be cast, remove any
trustee from office and may elect a successor or successors to fill any
resulting vacancies for the unexpired terms of removed trustees. In addition,
the trustees of the fund will promptly call a meeting of shareholders for the
purpose of voting upon the removal of any trustees when requested in writing to
do so by the record holders of at least 10% of the outstanding shares.


COMMITTEES OF THE BOARD OF TRUSTEES -- The fund has an audit committee comprised
of Robert A. Fox, Leonade D. Jones, John M. Lillie, James J. Postl, and Isaac
Stein, none of whom is an "interested person" of the fund within the meaning of
the 1940 Act. The committee provides oversight regarding the fund's accounting
and financial reporting policies and practices, its internal controls and the
internal controls of the fund's principal service providers. The committee acts
as a liaison between the fund's independent registered public accounting firm
and the full board of trustees. Three audit committee meetings were held during
the 2009 fiscal year.


                International Growth and Income Fund -- Page 17
<PAGE>



The fund has a contracts committee comprised of Mary Jane Elmore, Robert A. Fox,
Leonade D. Jones, William D. Jones, John M. Lillie, John G. McDonald, James J.
Postl, Henry E. Riggs, and Isaac Stein, none of whom is an "interested person"
of the fund within the meaning of the 1940 Act. The committee's principal
function is to request, review and consider the information deemed necessary to
evaluate the terms of certain agreements between the fund and its investment
adviser or the investment adviser's affiliates, such as the Investment Advisory
and Service Agreement, Principal Underwriting Agreement, Administrative Services
Agreement and Plans of Distribution adopted pursuant to rule 12b-1 under the
1940 Act, that the fund may enter into, renew or continue, and to make its
recommendations to the full board of trustees on these matters. Two contracts
committee meetings were held during the 2009 fiscal year.


The fund has a nominating and governance committee comprised of Leonade D.
Jones, William D. Jones, John M. Lillie, John G. McDonald, and Henry E. Riggs,
none of whom is an "interested person" of the fund within the meaning of the
1940 Act. The committee periodically reviews such issues as the board's
composition, responsibilities, committees, compensation and other relevant
issues, and recommends any appropriate changes to the full board of trustees.
The committee also evaluates, selects and nominates independent trustee
candidates to the full board of trustees. While the committee normally is able
to identify from its own and other resources an ample number of qualified
candidates, it will consider shareholder suggestions of persons to be considered
as nominees to fill future vacancies on the board. Such suggestions must be sent
in writing to the nominating and governance committee of the fund, addressed to
the fund's secretary, and must be accompanied by complete biographical and
occupational data on the prospective nominee, along with a written consent of
the prospective nominee for consideration of his or her name by the committee.
Three nominating committee meetings were held during the 2009 fiscal year.


PROXY VOTING PROCEDURES AND PRINCIPLES -- The fund's investment adviser, in
consultation with the fund's board, has adopted Proxy Voting Procedures and
Principles (the "Principles") with respect to voting proxies of securities held
by the fund, other American Funds, Endowments and American Funds Insurance
Series. The complete text of these principles is available on the American Funds
website at americanfunds.com. Proxies are voted by a committee of the
appropriate equity investment division of the investment adviser under authority
delegated by the funds' boards. Therefore, if more than one fund invests in the
same company, they may vote differently on the same proposal. In addition, the
funds' boards monitor the proxy voting process and provide guidance with respect
to the Principles.


All U.S. proxies are voted. Proxies for companies outside the U.S. also are
voted, provided there is sufficient time and information available. After a
proxy statement is received, the investment adviser prepares a summary of the
proposals contained in the proxy statement. A discussion of any potential
conflicts of interest also is included in the summary. For proxies of securities
managed by a particular investment division of the investment adviser, the
initial voting recommendation is made by one or more of the division's
investment analysts familiar with the company and industry. A second
recommendation is made by a proxy coordinator (an investment analyst with
experience in corporate governance and proxy voting matters) within the
appropriate investment division, based on knowledge of these Principles and
familiarity with proxy-related issues. The proxy summary and voting
recommendations are made available to the appropriate proxy voting committee for
a final voting decision.


The analyst and proxy coordinator making voting recommendations are responsible
for noting any potential material conflicts of interest. One example might be
where a director of one or more


                International Growth and Income Fund -- Page 18
<PAGE>


American Funds is also a director of a company whose proxy is being voted. In
such instances, proxy voting committee members are alerted to the potential
conflict. The proxy voting committee may then elect to vote the proxy or seek a
third-party recommendation or vote of an ad hoc group of committee members.


The Principles, which have been in effect in substantially their current form
for many years, provide an important framework for analysis and decision-making
by all funds. However, they are not exhaustive and do not address all potential
issues. The Principles provide a certain amount of flexibility so that all
relevant facts and circumstances can be considered in connection with every
vote. As a result, each proxy received is voted on a case-by-case basis
considering the specific circumstances of each proposal. The voting process
reflects the funds' understanding of the company's business, its management and
its relationship with shareholders over time.


Information regarding how the fund voted proxies relating to portfolio
securities during the 12-month period ended June 30 of each year will be
available on or about September 1 of each year (a) without charge, upon request
by calling American Funds Service Company at 800/421-0180, (b) on the American
Funds website and (c) on the SEC's website at sec.gov.


The following summary sets forth the general positions of the American Funds,
Endowments, American Funds Insurance Series and the investment adviser on
various proposals. A copy of the full Principles is available upon request, free
of charge, by calling American Funds Service Company or visiting the American
Funds website.


     DIRECTOR MATTERS -- The election of a company's slate of nominees for
     director generally is supported. Votes may be withheld for some or all of
     the nominees if this is determined to be in the best interest of
     shareholders. Separation of the chairman and CEO positions also may be
     supported.

     GOVERNANCE PROVISIONS -- Typically, proposals to declassify a board (elect
     all directors annually) are supported based on the belief that this
     increases the directors' sense of accountability to shareholders. Proposals
     for cumulative voting generally are supported in order to promote
     management and board accountability and an opportunity for leadership
     change. Proposals designed to make director elections more meaningful,
     either by requiring a majority vote or by requiring any director receiving
     more withhold votes than affirmative votes to tender his or her
     resignation, generally are supported.

     SHAREHOLDER RIGHTS -- Proposals to repeal an existing poison pill generally
     are supported. (There may be certain circumstances, however, when a proxy
     voting committee of a fund or an investment division of the investment
     adviser believes that a company needs to maintain anti-takeover
     protection.) Proposals to eliminate the right of shareholders to act by
     written consent or to take away a shareholder's right to call a special
     meeting typically are not supported.

     COMPENSATION AND BENEFIT PLANS -- Option plans are complicated, and many
     factors are considered in evaluating a plan. Each plan is evaluated based
     on protecting shareholder interests and a knowledge of the company and its
     management. Considerations include the pricing (or repricing) of options
     awarded under the plan and the impact of dilution on existing shareholders
     from past and future equity awards. Compensation packages should be
     structured to attract, motivate and retain existing employees and qualified
     directors; however, they should not be excessive.


                International Growth and Income Fund -- Page 19
<PAGE>


     ROUTINE MATTERS -- The ratification of auditors, procedural matters
     relating to the annual meeting and changes to company name are examples of
     items considered routine. Such items generally are voted in favor of
     management's recommendations unless circumstances indicate otherwise.

PRINCIPAL FUND SHAREHOLDERS -- The following table identifies those investors
who own of record or are known by the fund to own beneficially 5% or more of any
class of its shares as of the opening of business on February 1, 2010. Unless
otherwise indicated, the ownership percentages below represent ownership of
record rather than beneficial ownership.







           NAME AND ADDRESS               OWNERSHIP    OWNERSHIP PERCENTAGE
-------------------------------------------------------------------------------

 Edward D. Jones & Co.                    Record      Class A          29.32%
 Omnibus Account                                      Class B          25.97
 Maryland Heights, MO                                 Class R-1         6.21
-------------------------------------------------------------------------------
 First Clearing, LLC                      Record      Class A          10.10
 Custody Account                                      Class B           6.56
 St. Louis, MO                                        Class C          12.75
                                                      Class F-1        17.26
-------------------------------------------------------------------------------
 Citigroup Global Markets, Inc.           Record      Class C          10.44
 Omnibus Account                                      Class F-1         9.23
 New York, NY
-------------------------------------------------------------------------------
 Merrill Lynch                            Record      Class C           7.77
 Omnibus Account                                      Class F-2         6.67
 Jacksonville, FL
-------------------------------------------------------------------------------
 Charles Schwab & Co., Inc.               Record      Class F-1         6.15
 Custody Account
 San Francisco. CA
-------------------------------------------------------------------------------
 Capital Guardian Trust Company           Record      Class F-2        10.02
 Personal Investment Management           Beneficial
 Account #1
 Irvine, CA
-------------------------------------------------------------------------------
 Capital Guardian Trust Company           Record      Class F-2         5.55
 Personal Investment Management           Beneficial
 Account #2
 Irvine, CA
-------------------------------------------------------------------------------
 Capital Guardian Trust Company           Record      Class F-2         5.14
 Personal Investment Management           Beneficial
 Account #3
 Irvine, CA
-------------------------------------------------------------------------------
 VCSP/CollegeAmerica                      Record      Class 529-B       5.38
 Individual Investor #1                   Beneficial
 San Diego, CA
-------------------------------------------------------------------------------
 VCSP/CollegeAmerica                      Record      Class 529-F-1     9.95
 Individual Investor #2                   Beneficial
 Chesterfield, MO
-------------------------------------------------------------------------------
 VCSP/CollegeAmerica                      Record      Class 529-F-1     9.16
 Individual Investor #3                   Beneficial
 Alexandria, VA
-------------------------------------------------------------------------------
 VCSP/CollegeAmerica                      Record      Class 529-F-1     7.38
 Individual Investor #4                   Beneficial
 Henrico, VA
-------------------------------------------------------------------------------
 VCSP/CollegeAmerica                      Record      Class 529-F-1     6.08
 Individual Investor #5                   Beneficial
 Leavenworth, KS
-------------------------------------------------------------------------------
 VCSP/CollegeAmerica                      Record      Class 529-E       6.42
 Individual Investor #6                   Beneficial
 Lynchburg, VA
-------------------------------------------------------------------------------
 Capital Research & Management Company    Record      Class R-1        36.90
 Corporate Account                                    Class R-2        11.69
 Irvine, CA                                           Class R-3        14.06
                                                      Class R-4        32.72
-------------------------------------------------------------------------------
 401K Plan                                Beneficial  Class R-3         5.01
 Greenwood Village, CO
-------------------------------------------------------------------------------
 The Montgomery Co., Inc.                 Record      Class R-4         8.39
 Profit Sharing Plan                      Beneficial
 Hadley, MA
-------------------------------------------------------------------------------
 Adventist Health CA Medical Group        Record      Class R-4         5.50
 401K Plan                                Beneficial
 Greenwood Village, CO
-------------------------------------------------------------------------------
 The Capital Group Companies              Record      Class R-5        91.42
 Retirement Plans                         Beneficial
 Los Angeles, CA
-------------------------------------------------------------------------------
 American Funds 2020 Target Date          Record      Class R-6        18.26
 Retirement Fund
 Norfolk, VA
-------------------------------------------------------------------------------
 American Funds 2025 Target Date          Record      Class R-6        14.74
 Retirement Fund
 Norfolk, VA
-------------------------------------------------------------------------------
 American Funds 2030 Target Date          Record      Class R-6        14.10
 Retirement Fund
 Norfolk, VA
-------------------------------------------------------------------------------
 American Funds 2035 Target Date          Record      Class R-6        12.69
 Retirement Fund
 Norfolk, VA
-------------------------------------------------------------------------------
 American Funds 2040 Target Date          Record      Class R-6        10.67
 Retirement Fund
 Norfolk, VA
-------------------------------------------------------------------------------
 American Funds 2015 Target Date          Record      Class R-6         9.99
 Retirement Fund
 Norfolk, VA
-------------------------------------------------------------------------------
 American Funds 2050 Target Date          Record      Class R-6         5.65
 Retirement Fund
 Norfolk, VA
-------------------------------------------------------------------------------
 Fulvest & Co.                            Record      Class R-6         5.12
 Retirement Plan                          Beneficial
 Lancaster, PA
-------------------------------------------------------------------------------
 American Funds 2045 Target Date          Record      Class R-6         5.04
 Retirement Fund
 Norfolk, VA
-------------------------------------------------------------------------------





                International Growth and Income Fund -- Page 20
<PAGE>

[This page is intentionally left blank for this filing.]


                International Growth and Income Fund -- Page 21
<PAGE>


UNLESS OTHERWISE NOTED, REFERENCES IN THIS STATEMENT OF ADDITIONAL INFORMATION
TO CLASS F SHARES, CLASS R SHARES OR CLASS 529 SHARES REFER TO BOTH F SHARE
CLASSES, ALL R SHARE CLASSES OR ALL 529 SHARE CLASSES, RESPECTIVELY.

INVESTMENT ADVISER -- Capital Research and Management Company, the fund's
investment adviser, founded in 1931, maintains research facilities in the United
States and abroad (Los Angeles, San Francisco, New York, Washington, DC, London,
Geneva, Hong Kong, Singapore and Tokyo). These facilities are staffed with
experienced investment professionals. The investment adviser is located at 333
South Hope Street, Los Angeles, CA 90071 and 6455 Irvine Center Drive, Irvine,
CA 92618. It is a wholly owned subsidiary of The Capital Group Companies, Inc.,
a holding company for several investment management subsidiaries. Capital
Research and Management Company manages equity assets through two investment
divisions, Capital World Investors and Capital Research Global Investors, and
manages fixed-income assets through its Fixed Income division. Capital World
Investors and Capital Research Global Investors make investment decisions on an
independent basis.


Rather than remain as investment divisions, Capital World Investors and Capital
Research Global Investors may be incorporated into wholly owned subsidiaries of
Capital Research and Management Company. In that event, Capital Research and
Management Company would continue to be the investment adviser, and day-to-day
investment management of equity assets would continue to be carried out through
one or both of these subsidiaries. Although not currently contemplated, Capital
Research and Management Company could incorporate its Fixed Income division in
the future and engage it to provide day-to-day investment management of
fixed-income assets. Capital Research and Management Company and each of the
funds it advises have applied to the U.S. Securities and Exchange Commission for
an exemptive order that would give Capital Research and Management Company the
authority to use, upon approval of the fund's board, its management subsidiaries
and affiliates to provide day-to-day investment management services to the fund,
including making changes to the management subsidiaries and affiliates providing
such services. The fund's shareholders approved this arrangement at a meeting of
the fund's shareholders on November 24, 2009. There is no assurance that Capital
Research and Management Company will incorporate its investment divisions or
exercise any authority, if granted, under an exemptive order.


The investment adviser has adopted policies and procedures that address issues
that may arise as a result of an investment professional's management of the
fund and other funds and accounts. Potential issues could involve allocation of
investment opportunities and trades among funds and accounts, use of information
regarding the timing of fund trades, investment


                International Growth and Income Fund -- Page 22
<PAGE>


professional compensation and voting relating to portfolio securities. The
investment adviser believes that its policies and procedures are reasonably
designed to address these issues.


COMPENSATION OF INVESTMENT PROFESSIONALS -- As described in the prospectus, the
investment adviser uses a system of multiple portfolio counselors in managing
fund assets. In addition, Capital Research and Management Company's investment
analysts may make investment decisions with respect to a portion of a fund's
portfolio within their research coverage. The investment adviser's investment
analysts do not currently manage a research portfolio in the fund.


Portfolio counselors and investment analysts are paid competitive salaries by
Capital Research and Management Company. In addition, they may receive bonuses
based on their individual portfolio results. Investment professionals also may
participate in profit-sharing plans. The relative mix of compensation
represented by bonuses, salary and profit-sharing plans will vary depending on
the individual's portfolio results, contributions to the organization and other
factors.


To encourage a long-term focus, bonuses based on investment results are
calculated by comparing pretax total investment returns to relevant benchmarks
over the most recent year, a four-year rolling average and an eight-year rolling
average with greater weight placed on the four-year and eight-year rolling
averages. For portfolio counselors, benchmarks may include measures of the
marketplaces in which the fund invests and measures of the results of comparable
mutual funds. For investment analysts, benchmarks may include relevant market
measures and appropriate industry or sector indexes reflecting their areas of
expertise. Capital Research and Management Company makes periodic subjective
assessments of analysts' contributions to the investment process and this is an
element of their overall compensation. The investment results of each of the
fund's portfolio counselors may be measured against one or more of the following
benchmarks, depending on his or her investment focus: MSCI World Index (ex-U.S.)
and Lipper International Funds Index.


PORTFOLIO COUNSELOR FUND HOLDINGS AND OTHER MANAGED ACCOUNTS -- As described
below, portfolio counselors may personally own shares of the fund. In addition,
portfolio counselors may manage portions of other mutual funds or accounts
advised by Capital Research and Management Company or its affiliates.


                International Growth and Income Fund -- Page 23
<PAGE>





THE FOLLOWING TABLE REFLECTS INFORMATION AS OF JUNE 30, 2009:





                                      NUMBER             NUMBER
                                     OF OTHER           OF OTHER           NUMBER
                                    REGISTERED           POOLED           OF OTHER
                                    INVESTMENT         INVESTMENT         ACCOUNTS
                                 COMPANIES (RICS)    VEHICLES (PIVS)      FOR WHICH
                                     FOR WHICH          FOR WHICH         PORTFOLIO
                                     PORTFOLIO          PORTFOLIO         COUNSELOR
                   DOLLAR RANGE      COUNSELOR          COUNSELOR       IS A MANAGER
                     OF FUND       IS A MANAGER       IS A MANAGER       (ASSETS OF
    PORTFOLIO         SHARES      (ASSETS OF RICS    (ASSETS OF PIVS   OTHER ACCOUNTS
    COUNSELOR        OWNED/1/     IN BILLIONS)/2/    IN BILLIONS)/3/   IN BILLIONS)/4/
----------------------------------------------------------------------------------------

 Steven T.          $100,001 -      3      $174.3         None               None
 Watson              $500,000
-----------------------------------------------------------------------------------------
 Carl M. Kawaja     $100,001 -      4      $209.1      1       $0.75         None
                     $500,000
-----------------------------------------------------------------------------------------
 Andrew B.          $500,001 -      2      $138.5      1       $0.06         None
 Suzman             $1,000,000
-----------------------------------------------------------------------------------------




1 Ownership disclosure is made using the following ranges: None; $1 - $10,000;
 $10,001 - $50,000; $50,001 - $100,000; $100,001 - $500,000; $500,001 -
 $1,000,000; and Over $1,000,000. The amounts listed include shares owned
 through The Capital Group Companies, Inc. retirement plan and 401(k) plan.
2 Indicates fund(s) where the portfolio counselor also has significant
 responsibilities for the day to day management of the fund(s). Assets noted are
 the total net assets of the registered investment companies and are not the
 total assets managed by the individual, which is a substantially lower amount.
 No fund has an advisory fee that is based on the performance of the fund.
3 Represents funds advised or sub-advised by Capital Research and Management
 Company or its affiliates and sold outside the United States and/or
 fixed-income assets in institutional accounts managed by investment adviser
 subsidiaries of Capital Group International, Inc., an affiliate of Capital
 Research and Management Company. Assets noted are the total net assets of the
 funds or accounts and are not the total assets managed by the individual, which
 is a substantially lower amount. No fund or account has an advisory fee that is
 based on the performance of the fund or account.
4 Reflects other professionally managed accounts held at companies affiliated
 with Capital Research and Management Company. Personal brokerage accounts of
 portfolio counselors and their families are not reflected.

INVESTMENT ADVISORY AND SERVICE AGREEMENT -- The Investment Advisory and Service
Agreement (the "Agreement") between the fund and the investment adviser will
continue in effect until December 31, 2010, unless sooner terminated, and may be
renewed from year to year thereafter, provided that any such renewal has been
specifically approved at least annually by (a) the board of trustees, or by the
vote of a majority (as defined in the 1940 Act) of the outstanding voting
securities of the fund, and (b) the vote of a majority of trustees who are not
parties to the Agreement or interested persons (as defined in the 1940 Act) of
any such party, cast in person at a meeting called for the purpose of voting on
such approval. The Agreement provides that the investment adviser has no
liability to the fund for its acts or omissions in the performance of its
obligations to the fund not involving willful misconduct, bad faith, gross
negligence or reckless disregard of its obligations under the Agreement. The
Agreement also provides that either party has the right to terminate it, without
penalty, upon 60 days' written notice to the other party, and that the Agreement
automatically terminates in the event of its assignment (as defined in the 1940
Act). In addition, the Agreement provides that the investment adviser may
delegate all, or a portion of, its investment management responsibilities to one
or more subsidiary advisers approved by the fund's board, pursuant to an
agreement between the


                International Growth and Income Fund -- Page 24
<PAGE>



investment adviser and such subsidiary. Any such subsidiary adviser will be paid
solely by the investment adviser out of its fees.


In addition to providing investment advisory services, the investment adviser
furnishes the services and pays the compensation and travel expenses of persons
to perform the fund's executive, administrative, clerical and bookkeeping
functions, and provides suitable office space, necessary small office equipment
and utilities, general purpose accounting forms, supplies and postage used at
the fund's offices. The fund pays all expenses not assumed by the investment
adviser, including, but not limited to: custodian, stock transfer and dividend
disbursing fees and expenses; shareholder recordkeeping and administrative
expenses; costs of the designing, printing and mailing of reports, prospectuses,
proxy statements and notices to its shareholders; taxes; expenses of the
issuance and redemption of fund shares (including stock certificates,
registration and qualification fees and expenses); expenses pursuant to the
fund's plans of distribution (described below); legal and auditing expenses;
compensation, fees and expenses paid to independent trustees; association dues;
costs of stationery and forms prepared exclusively for the fund; and costs of
assembling and storing shareholder account data.


The management fee is based on the following annualized rates and daily net
asset levels:


                                Net asset level






       RATE                 IN EXCESS OF                    UP TO
-----------------------------------------------------------------------------

       0.69%               $            0               $  500,000,000
-----------------------------------------------------------------------------
       0.59                   500,000,000                1,000,000,000
-----------------------------------------------------------------------------
       0.53                 1,000,000,000                1,500,000,000
-----------------------------------------------------------------------------
       0.50                 1,500,000,000                2,500,000,000
-----------------------------------------------------------------------------
       0.48                 2,500,000,000                4,000,000,000
-----------------------------------------------------------------------------
       0.47                 4,000,000,000                           --
-----------------------------------------------------------------------------





For the fiscal year ended June 30, 2009, the investment adviser was entitled to
receive from the fund management fees of $5,477,000. After giving effect to the
management fee waiver described below, the fund paid the investment adviser
management fees of $5,377,000 (a reduction of $100,000) for the fiscal year
ended June 30, 2009.


For the period from October 1, 2008 through December 31, 2008 the investment
adviser agreed to waive 10% of the management fees that it was otherwise
entitled to receive under the Agreement. The waiver was discontinued effective
January 1, 2009.


The investment adviser has agreed to reimburse a portion of the fees and
expenses of the fund during its start-up period. For the period ended June 30,
2009, the total fees and expenses reimbursed by the investment adviser were
$288,000.


                International Growth and Income Fund -- Page 25
<PAGE>



ADMINISTRATIVE SERVICES AGREEMENT -- The Administrative Services Agreement (the
"Administrative Agreement") between the fund and the investment adviser relating
to the fund's Class C, F, R and 529 shares will continue in effect until
December 31, 2010, unless sooner terminated, and may be renewed from year to
year thereafter, provided that any such renewal has been specifically approved
at least annually by the vote of a majority of trustees who are not parties to
the Administrative Agreement or interested persons (as defined in the 1940 Act)
of any such party, cast in person at a meeting called for the purpose of voting
on such approval. The fund may terminate the Administrative Agreement at any
time by vote of a majority of independent trustees. The investment adviser has
the right to terminate the Administrative Agreement upon 60 days' written notice
to the fund. The Administrative Agreement automatically terminates in the event
of its assignment (as defined in the 1940 Act).


Under the Administrative Agreement, the investment adviser provides certain
transfer agent and administrative services for shareholders of the fund's Class
C and F shares, and Class R and 529 shares. The investment adviser may contract
with third parties, including American Funds Service Company,/(R)/ the fund's
Transfer Agent, to provide some of these services. Services include, but are not
limited to, shareholder account maintenance, transaction processing, tax
information reporting and shareholder and fund communications. In addition, the
investment adviser monitors, coordinates, oversees and assists with the
activities performed by third parties providing such services. For Class R-1,
R-2 and R-4 shares, the investment adviser has agreed to pay a portion of the
fees payable under the Administrative Agreement that would otherwise have been
paid by the fund. For the year ended June 30, 2009, the total fees paid by the
investment adviser were $1,000.


The investment adviser receives an administrative services fee at the annual
rate of up to 0.15% of the average daily net assets for Class C, F, R (excluding
Class R-5 and R-6 shares) and 529 shares for administrative services provided to
these share classes. Administrative services fees are paid monthly and accrued
daily. The investment adviser uses a portion of this fee to compensate third
parties for administrative services provided to the fund. Of the remainder, the
investment adviser does not retain more than 0.05% of the average daily net
assets for each applicable share class. For Class R-5 and R-6 shares, the
administrative services fee is calculated at the annual rate of up to 0.10% and
0.05%, respectively, of the average daily net assets of such class. The
administrative services fee includes compensation for transfer agent and
shareholder services provided to the fund's Class C, F, R and 529 shares. In
addition to making administrative service fee payments to unaffiliated third
parties, the investment adviser also makes payments from the administrative
services fee to American Funds Service Company according to a fee schedule,
based principally on the number of accounts serviced, contained in a Shareholder
Services Agreement between the fund and American Funds Service Company. A
portion of the fees paid to American Funds Service Company for transfer agent
services is also paid directly from the relevant share class.




                International Growth and Income Fund -- Page 26
<PAGE>



During the 2009 fiscal year, administrative services fees, gross of any payments
made by the investment adviser, were:



                                               ADMINISTRATIVE SERVICES FEE
--------------------------------------------------------------------------------

                CLASS C                                  $50,000
--------------------------------------------------------------------------------
               CLASS F-1                                  95,000
--------------------------------------------------------------------------------
               CLASS F-2                                  22,000
--------------------------------------------------------------------------------
              CLASS 529-A                                  3,000
--------------------------------------------------------------------------------
              CLASS 529-B                                  --/*/
--------------------------------------------------------------------------------
              CLASS 529-C                                  --/*/
--------------------------------------------------------------------------------
              CLASS 529-E                                  --/*/
--------------------------------------------------------------------------------
             CLASS 529-F-1                                 --/*/
--------------------------------------------------------------------------------
               CLASS R-1                                   1,000
--------------------------------------------------------------------------------
               CLASS R-2                                   5,000
--------------------------------------------------------------------------------
               CLASS R-3                                   2,000
--------------------------------------------------------------------------------
               CLASS R-4                                   1,000
--------------------------------------------------------------------------------
               CLASS R-5                                  40,000
--------------------------------------------------------------------------------
               CLASS R-6                                   5,000
--------------------------------------------------------------------------------




* Amount less than $1,000.

PRINCIPAL UNDERWRITER AND PLANS OF DISTRIBUTION -- American Funds
Distributors,/(R)/ Inc. (the "Principal Underwriter") is the principal
underwriter of the fund's shares. The Principal Underwriter is located at 333
South Hope Street, Los Angeles, CA 90071; 6455 Irvine Center Drive, Irvine, CA
92618; 3500 Wiseman Boulevard, San Antonio, TX 78251; 8332 Woodfield Crossing
Boulevard, Indianapolis, IN 46240; and 5300 Robin Hood Road, Norfolk, VA 23513.


The Principal Underwriter receives revenues relating to sales of the fund's
shares, as follows:


     .    For Class A and 529-A shares, the Principal Underwriter receives
          commission revenue consisting of the balance of the Class A and 529-A
          sales charge remaining after the allowances by the Principal
          Underwriter to investment dealers.

     .    For Class B and 529-B shares sold prior to April 21, 2009, the
          Principal Underwriter sold its rights to the 0.75%
          distribution-related portion of the 12b-1 fees paid by the fund, as
          well as any contingent deferred sales charges, to a third party. The
          Principal Underwriter compensated investment dealers for sales of
          Class B and 529-B shares out of the proceeds of this sale and kept any
          amounts remaining after this compensation was paid.

     .    For Class C and 529-C shares, the Principal Underwriter receives any
          contingent deferred sales charges that apply during the first year
          after purchase.


                International Growth and Income Fund -- Page 27
<PAGE>


In addition, the fund reimburses the Principal Underwriter for advancing
immediate service fees to qualified dealers and advisers upon the sale of Class
C and 529-C shares. The fund also reimbursed the Principal Underwriter for
advancing immediate service fees to qualified dealers on sales of Class B and
529-B shares prior to April 21, 2009. The fund also reimburses the Principal
Underwriter for service fees (and, in the case of Class 529-E shares,
commissions) paid on a quarterly basis to qualified dealers and advisers in
connection with investments in Class F-1, 529-F-1, 529-E, R-1, R-2, R-3 and R-4
shares.


Commissions, revenue or service fees retained by the Principal Underwriter after
allowances or compensation to dealers were:





                                                                 COMMISSIONS,        ALLOWANCE OR
                                                                    REVENUE          COMPENSATION
                                           FISCAL YEAR/PERIOD  OR FEES RETAINED       TO DEALERS
-----------------------------------------------------------------------------------------------------

                 CLASS A                          2009            $1,033,000          $4,470,000
-----------------------------------------------------------------------------------------------------
                 CLASS B                          2009                10,000             160,000
-----------------------------------------------------------------------------------------------------
                 CLASS C                          2009                    --             264,000
-----------------------------------------------------------------------------------------------------
               CLASS 529-A                        2009                20,000              93,000
-----------------------------------------------------------------------------------------------------
               CLASS 529-B                        2009                     0               4,000
-----------------------------------------------------------------------------------------------------
               CLASS 529-C                        2009                    --               9,000
-----------------------------------------------------------------------------------------------------




Plans of distribution -- The fund has adopted plans of distribution (the
"Plans") pursuant to rule 12b-1 under the 1940 Act. The Plans permit the fund to
expend amounts to finance any activity primarily intended to result in the sale
of fund shares, provided the fund's board of trustees has approved the category
of expenses for which payment is being made.


Each Plan is specific to a particular share class of the fund. As the fund has
not adopted a Plan for Class F-2, Class R-5 or Class R-6, no 12b-1 fees are paid
from Class F-2, Class R-5 or Class R-6 share assets and the following disclosure
is not applicable to these share classes.


Payments under the Plans may be made for service-related and/or
distribution-related expenses. Service-related expenses include paying service
fees to qualified dealers. Distribution-related expenses include commissions
paid to qualified dealers. The amounts actually paid under the Plans for the
past fiscal year, expressed as a percentage of the fund's average daily net
assets attributable to the applicable share class, are disclosed in the
prospectus under "Fees and expenses of the fund." Further information regarding
the amounts available under each Plan is in the "Plans of Distribution" section
of the prospectus.


                International Growth and Income Fund -- Page 28
<PAGE>


Following is a brief description of the Plans:


     CLASS A AND 529-A -- For Class A and 529-A shares, up to 0.25% of the
     fund's average daily net assets attributable to such shares is reimbursed
     to the Principal Underwriter for paying service-related expenses, and the
     balance available under the applicable Plan may be paid to the Principal
     Underwriter for distribution-related expenses. The fund may annually expend
     up to 0.30% for Class A shares and up to 0.50% for Class 529-A shares under
     the applicable Plan.

     Distribution-related expenses for Class A and 529-A shares include dealer
     commissions and wholesaler compensation paid on sales of shares of $1
     million or more purchased without a sales charge. Commissions on these "no
     load" purchases (which are described in further detail under the "Sales
     Charges" section of this statement of additional information) in excess of
     the Class A and 529-A Plan limitations and not reimbursed to the Principal
     Underwriter during the most recent fiscal quarter are recoverable for five
     quarters, provided that the reimbursement of such commissions does not
     cause the fund to exceed the annual expense limit. After five quarters,
     these commissions are not recoverable.

     CLASS B AND 529-B -- The Plans for Class B and 529-B shares provide for
     payments to the Principal Underwriter of up to 0.25% of the fund's average
     daily net assets attributable to such shares for paying service-related
     expenses and 0.75% for distribution-related expenses, which include the
     financing of commissions paid to qualified dealers.



     OTHER SHARE CLASSES (CLASS C, 529-C, F-1, 529-F-1, 529-E, R-1, R-2, R-3 AND
     R-4) -- The Plans for each of the other share classes that have adopted
     Plans provide for payments to the Principal Underwriter for paying
     service-related and distribution-related expenses of up to the following
     amounts of the fund's average daily net assets attributable to such shares:




                                                                        TOTAL
                                           SERVICE    DISTRIBUTION    ALLOWABLE
                                           RELATED      RELATED         UNDER



                  SHARE CLASS            PAYMENTS/1/  PAYMENTS/1/    THE PLANS/2/
----------------------------------------------------------------------------------

          Class C                           0.25%        0.75%          1.00%
         -------------------------------------------------------------------------
          Class 529-C                       0.25         0.75           1.00
         -------------------------------------------------------------------------
          Class F-1                         0.25           --           0.50
         -------------------------------------------------------------------------
          Class 529-F-1                     0.25           --           0.50
         -------------------------------------------------------------------------
          Class 529-E                       0.25         0.25           0.75
         -------------------------------------------------------------------------
          Class R-1                         0.25         0.75           1.00
         -------------------------------------------------------------------------
          Class R-2                         0.25         0.50           1.00
         -------------------------------------------------------------------------
          Class R-3                         0.25         0.25           0.75
         -------------------------------------------------------------------------
          Class R-4                         0.25           --           0.50
----------------------------------------------------------------------------------





     1Amounts in these columns represent the amounts approved by the board of
      trustees under the applicable Plan.
     2The fund may annually expend the amounts set forth in this column under
      the current Plans with the approval of the board of trustees.




                International Growth and Income Fund -- Page 29
<PAGE>



During the 2009 fiscal year, 12b-1 expenses accrued and paid, and if applicable,
unpaid, were:



                                                      12B-1 UNPAID LIABILITY
                               12B-1 EXPENSES              OUTSTANDING
------------------------------------------------------------------------------

        CLASS A                  $2,071,000                  $500,000
------------------------------------------------------------------------------
        CLASS B                      81,000                    15,000
------------------------------------------------------------------------------
        CLASS C                     392,000                    71,000
------------------------------------------------------------------------------
       CLASS F-1                    213,000                    46,000
------------------------------------------------------------------------------
      CLASS 529-A                    10,000                     2,000
------------------------------------------------------------------------------
      CLASS 529-B                     2,000                     --/*/
------------------------------------------------------------------------------
      CLASS 529-C                     5,000                     1,000
------------------------------------------------------------------------------
      CLASS 529-E                     1,000                     --/*/
------------------------------------------------------------------------------
       CLASS R-1                      9,000                     7,000
------------------------------------------------------------------------------
       CLASS R-2                      9,000                     6,000
------------------------------------------------------------------------------
       CLASS R-3                      6,000                     4,000
------------------------------------------------------------------------------
       CLASS R-4                      2,000                     2,000
------------------------------------------------------------------------------



* Amount less than $1,000.

Approval of the Plans -- As required by rule 12b-1 and the 1940 Act, the Plans
(together with the Principal Underwriting Agreement) have been approved by the
full board of trustees and separately by a majority of the independent trustees
of the fund who have no direct or indirect financial interest in the operation
of the Plans or the Principal Underwriting Agreement. In addition, the selection
and nomination of independent trustees of the fund are committed to the
discretion of the independent trustees during the existence of the Plans.


Potential benefits of the Plans to the fund include quality shareholder
services, savings to the fund in transfer agency costs, and benefits to the
investment process from growth or stability of assets. The Plans may not be
amended to materially increase the amount spent for distribution without
shareholder approval. Plan expenses are reviewed quarterly by the board of
trustees and the Plans must be renewed annually by the board of trustees.


FEE TO VIRGINIA COLLEGE SAVINGS PLAN -- With respect to Class 529 Shares, as
compensation for its oversight and administration, Virginia College Savings Plan
receives a quarterly fee accrued daily and calculated at the annual rate of
0.10% on the first $30 billion of the net assets invested in Class 529 Shares of
the American Funds, 0.09% on net assets between $30 billion and $60 billion,
0.08% on net assets between $60 billion and $90 billion, 0.07% on net assets
between $90 billion and $120 billion, and 0.06% on net assets between $120
billion and $150 billion. The fee for any given calendar quarter is accrued and
calculated on the basis of average net assets of Class 529 Shares of the
American Funds for the last month of the prior calendar quarter.


                International Growth and Income Fund -- Page 30
<PAGE>


OTHER COMPENSATION TO DEALERS -- As of July 2009, the top dealers (or their
affiliates) that American Funds Distributors anticipates will receive additional
compensation (as described in the prospectus) include:

     AIG Advisors Group
              Advantage Capital Corporation
              American General Securities Incorporated
              FSC Securities Corporation
              Royal Alliance Associates, Inc.
              SagePoint Financial, Inc.
     AXA Advisors, LLC
     Cadaret, Grant & Co., Inc
     Cambridge Investment Research, Inc.
     Commonwealth Financial Network
     Cuna Brokerage Services, Inc.
     Edward Jones
     Genworth Financial Securities Corporation
     Hefren-Tillotson, Inc.
     HTK / Janney Montgomery Group
              Hornor, Townsend & Kent, Inc.
              Janney Montgomery Scott LLC
     ING Advisors Network Inc.
              Bancnorth Investment Group, Inc.
              Financial Network Investment Corporation
              Guaranty Brokerage Services, Inc.
              ING Financial Partners, Inc.
              Multi-Financial Securities Corporation
              Primevest Financial Services, Inc.
     Intersecurities / Transamerica
              InterSecurities, Inc.
              Transamerica Financial Advisors, Inc.
     J. J. B. Hilliard, W. L. Lyons, LLC
     JJB Hilliard/PNC Bank
              PNC Bank, National Association
              PNC Investments LLC
     Lincoln Financial Advisors Corporation
     Lincoln Financial Securities Corporation
     LPL Group
              Associated Securities Corp.
              LPL Financial Corporation
              Mutual Service Corporation
              Uvest Investment Services
              Waterstone Financial Group, Inc.
     Merrill Lynch, Pierce, Fenner & Smith Incorporated
     Metlife Enterprises
              Metlife Securities Inc.
              New England Securities
              Tower Square Securities, Inc.
              Walnut Street Securities, Inc.
     MML Investors Services, Inc.


                International Growth and Income Fund -- Page 31
<PAGE>


     Morgan Keegan & Company, Inc.
     Morgan Stanley Smith Barney LLC
     National Planning Holdings Inc.
              Invest Financial Corporation
              Investment Centers of America, Inc.
              National Planning Corporation
              SII Investments, Inc.
     NFP Securities, Inc.
     Northwestern Mutual Investment Services, LLC
     Park Avenue Securities LLC
     PFS Investments Inc.
     Raymond James Group
              Raymond James & Associates, Inc.
              Raymond James Financial Services Inc.
     RBC Capital Markets Corporation
     Robert W. Baird & Co. Incorporated
     Securian / C.R.I.
              CRI Securities, LLC
              Securian Financial Services, Inc.
     U.S. Bancorp Investments, Inc.
     UBS Financial Services Inc.
     Wells Fargo Network
              A. G. Edwards, A Division Of Wells Fargo Advisors, LLC
              First Clearing LLC
              H.D. Vest Investment Securities, Inc.
              Wells Fargo Advisors Financial Network, LLC
              Wells Fargo Advisors Investment Services Group
              Wells Fargo Advisors Latin American Channel
              Wells Fargo Advisors Private Client Group
     Wells Fargo Investments, LLC


                International Growth and Income Fund -- Page 32
<PAGE>





                      EXECUTION OF PORTFOLIO TRANSACTIONS

The investment adviser places orders with broker-dealers for the fund's
portfolio transactions. Purchases and sales of equity securities on a securities
exchange or an over-the-counter market are effected through broker-dealers who
receive commissions for their services. Generally, commissions relating to
securities traded on foreign exchanges will be higher than commissions relating
to securities traded on U.S. exchanges and may not be subject to negotiation.
Equity securities may also be purchased from underwriters at prices that include
underwriting fees. Purchases and sales of fixed-income securities are generally
made with an issuer or a primary market-maker acting as principal with no stated
brokerage commission. The price paid to an underwriter for fixed-income
securities includes underwriting fees. Prices for fixed-income securities in
secondary trades usually include undisclosed compensation to the market-maker
reflecting the spread between the bid and ask prices for the securities.


In selecting broker-dealers, the investment adviser strives to obtain "best
execution" (the most favorable total price reasonably attainable under the
circumstances) for the fund's portfolio transactions, taking into account a
variety of factors. These factors include the size and type of transaction, the
nature and character of the markets for the security to be purchased or sold,
the cost, quality and reliability of the executions and the broker-dealer's
ability to offer liquidity and anonymity. The investment adviser considers these
factors, which involve qualitative judgments, when selecting broker-dealers and
execution venues for fund portfolio transactions. The investment adviser views
best execution as a process that should be evaluated over time as part of an
overall relationship with particular broker-dealer firms rather than on a
trade-by-trade basis. The fund does not consider the investment adviser as
having an obligation to obtain the lowest commission rate available for a
portfolio transaction to the exclusion of price, service and qualitative
considerations.


The investment adviser may execute portfolio transactions with broker-dealers
who provide certain brokerage and/or investment research services to it, but
only when in the investment adviser's judgment the broker-dealer is capable of
providing best execution for that transaction. The receipt of these services
permits the investment adviser to supplement its own research and analysis and
makes available the views of, and information from, individuals and the research
staffs of other firms. Such views and information may be provided in the form of
written reports, telephone contacts and meetings with securities analysts. These
services may include, among other things, reports and other communications with
respect to individual companies, industries, countries and regions, economic,
political and legal developments, as well as scheduling meetings with corporate
executives and seminars and conferences related to relevant subject matters. The
investment adviser considers these services to be supplemental to its own
internal research efforts and therefore the receipt of investment research from
broker-dealers does not tend to reduce the expenses involved in the investment
adviser's research efforts. If broker-dealers were to discontinue providing such
services it is unlikely the investment adviser would attempt to replicate them
on its own, in part because they would then no longer provide an independent,
supplemental viewpoint. Nonetheless, if it were to attempt to do so, the
investment adviser would incur substantial additional costs. Research services
that the investment adviser receives from broker-dealers may be used by the
investment adviser in servicing the fund and other funds and accounts that it
advises; however, not all such services will necessarily benefit the fund.


                International Growth and Income Fund -- Page 33
<PAGE>


The investment adviser may pay commissions in excess of what other
broker-dealers might have charged - including on an execution-only basis - for
certain portfolio transactions in recognition of brokerage and/or investment
research services provided by a broker-dealer. In this regard, the investment
adviser has adopted a brokerage allocation procedure consistent with the
requirements of Section 28(e) of the U.S. Securities Exchange Act of 1934.
Section 28(e) permits an investment adviser to cause an account to pay a higher
commission to a broker-dealer that provides certain brokerage and/or investment
research services to the investment adviser, if the investment adviser makes a
good faith determination that such commissions are reasonable in relation to the
value of the services provided by such broker-dealer to the investment adviser
in terms of that particular transaction or the investment adviser's overall
responsibility to the fund and other accounts that it advises. Certain brokerage
and/or investment research services may not necessarily benefit all accounts
paying commissions to each such broker-dealer; therefore, the investment adviser
assesses the reasonableness of commissions in light of the total brokerage and
investment research services provided by each particular broker-dealer.


In accordance with its internal brokerage allocation procedure, each equity
investment division of the investment adviser periodically assesses the
brokerage and investment research services provided by each broker-dealer from
which it receives such services. Using its judgment, each equity investment
division of the investment adviser then creates lists with suggested levels of
commissions for particular broker-dealers and provides those lists to its
trading desks. Neither the investment adviser nor the fund incurs any obligation
to any broker-dealer to pay for research by generating trading commissions. The
actual level of business received by any broker-dealer may be less than the
suggested level of commissions and can, and often does, exceed the suggested
level in the normal course of business. As part of its ongoing relationships
with broker-dealers, the investment adviser routinely meets with firms,
typically at the firm's request, to discuss the level and quality of the
brokerage and research services provided, as well as the perceived value and
cost of such services. In valuing the brokerage and investment research services
the investment adviser receives from broker-dealers in connection with its good
faith determination of reasonableness, the investment adviser does not attribute
a dollar value to such services, but rather takes various factors into
consideration, including the quantity, quality and usefulness of the services to
the investment adviser.


The investment adviser seeks, on an ongoing basis, to determine what the
reasonable levels of commission rates are in the marketplace. The investment
adviser takes various considerations into account when evaluating such
reasonableness, including, (a) rates quoted by broker-dealers, (b) the size of a
particular transaction in terms of the number of shares and dollar amount, (c)
the complexity of a particular transaction, (d) the nature and character of the
markets on which a particular trade takes place, (e) the ability of a
broker-dealer to provide anonymity while executing trades, (f) the ability of a
broker-dealer to execute large trades while minimizing market impact, (g) the
extent to which a broker-dealer has put its own capital at risk, (h) the level
and type of business done with a particular broker-dealer over a period of time,
(i) historical commission rates, and (j) commission rates that other
institutional investors are paying.


When executing portfolio transactions in the same equity security for the funds
and accounts, or portions of funds and accounts, over which the investment
adviser, through its equity investment divisions, has investment discretion,
each of the investment divisions will normally aggregate its respective
purchases or sales and execute them as part of the same transaction or series of
transactions. When executing portfolio transactions in the same fixed-income
security for the fund and the other funds or accounts over which it or one of
its affiliated companies has investment discretion, the investment adviser will
normally aggregate such purchases or sales


                International Growth and Income Fund -- Page 34
<PAGE>


and execute them as part of the same transaction or series of transactions. The
objective of aggregating purchases and sales of a security is to allocate
executions in an equitable manner among the funds and other accounts that have
concurrently authorized a transaction in such security.


The investment adviser may place orders for the fund's portfolio transactions
with broker-dealers who have sold shares of the funds managed by the investment
adviser or its affiliated companies; however, it does not consider whether a
broker-dealer has sold shares of the funds managed by the investment adviser or
its affiliated companies when placing any such orders for the fund's portfolio
transactions.


Brokerage commissions paid on portfolio transactions for the fiscal year ended
June 30, 2009, amounted to $2,116,299.


The fund is required to disclose information regarding investments in the
securities of its "regular" broker-dealers (or parent companies of its regular
broker-dealers) that derive more than 15% of their revenue from broker-dealer,
underwriter or investment adviser activities. A regular broker-dealer is (a) one
of the 10 broker-dealers that received from the fund the largest amount of
brokerage commissions by participating, directly or indirectly, in the fund's
portfolio transactions during the fund's most recent fiscal year; (b) one of the
10 broker-dealers that engaged as principal in the largest dollar amount of
portfolio transactions of the fund during the fund's most recent fiscal year; or
(c) one of the 10 broker-dealers that sold the largest amount of securities of
the fund during the fund's most recent fiscal year.


At the end of the fund's most recent fiscal year, the fund's regular
broker-dealers included UBS AG. As of the fund's most recent fiscal year-end,
the fund held equity securities of UBS AG in the amount of $8,801,000.


                International Growth and Income Fund -- Page 35
<PAGE>


                        DISCLOSURE OF PORTFOLIO HOLDINGS

The fund's investment adviser, on behalf of the fund, has adopted policies and
procedures with respect to the disclosure of information about fund portfolio
securities. These policies and procedures have been reviewed by the fund's board
of trustees and compliance will be periodically assessed by the board in
connection with reporting from the fund's Chief Compliance Officer.


Under these policies and procedures, the fund's complete list of portfolio
holdings available for public disclosure, dated as of the end of each calendar
quarter, is permitted to be posted on the American Funds website no earlier than
the tenth day after such calendar quarter. In practice, the public portfolio
typically is posted on the website approximately 45 days after the end of the
calendar quarter. In addition, the fund's list of top 10 equity portfolio
holdings measured by percentage of net assets invested, dated as of the end of
each calendar month, is permitted to be posted on the American Funds website no
earlier than the tenth day after such month. Such portfolio holdings information
may then be disclosed to any person pursuant to an ongoing arrangement to
disclose portfolio holdings information to such person no earlier than one day
after the day on which the information is posted on the American Funds website.
The fund's custodian, outside counsel and auditor, each of which requires
portfolio holdings information for legitimate business and fund oversight
purposes, may receive the information earlier.


Affiliated persons of the fund, including officers of the fund and employees of
the investment adviser and its affiliates, who receive portfolio holdings
information are subject to restrictions and limitations on the use and handling
of such information pursuant to applicable codes of ethics, including
requirements not to trade in securities based on confidential and proprietary
investment information, to maintain the confidentiality of such information, and
to preclear securities trades and report securities transactions activity, as
applicable. For more information on these restrictions and limitations, please
see the "Code of Ethics" section in this statement of additional information and
the Code of Ethics. Third party service providers of the fund, as described in
this statement of additional information, receiving such information are subject
to confidentiality obligations. When portfolio holdings information is disclosed
other than through the American Funds website to persons not affiliated with the
fund (which, as described above, would typically occur no earlier than one day
after the day on which the information is posted on the American Funds website),
such persons will be bound by agreements (including confidentiality agreements)
or fiduciary obligations that restrict and limit their use of the information to
legitimate business uses only. Neither the fund nor its investment adviser or
any affiliate thereof receives compensation or other consideration in connection
with the disclosure of information about portfolio securities.


                International Growth and Income Fund -- Page 36
<PAGE>



Subject to board policies, the authority to disclose a fund's portfolio
holdings, and to establish policies with respect to such disclosure, resides
with the appropriate investment-related committees of the fund's investment
adviser. In exercising their authority, the committees determine whether
disclosure of information about the fund's portfolio securities is appropriate
and in the best interest of fund shareholders. The investment adviser has
implemented policies and procedures to address conflicts of interest that may
arise from the disclosure of fund holdings. For example, the investment
adviser's code of ethics specifically requires, among other things, the
safeguarding of information about fund holdings and contains prohibitions
designed to prevent the personal use of confidential, proprietary investment
information in a way that would conflict with fund transactions. In addition,
the investment adviser believes that its current policy of not selling portfolio
holdings information and not disclosing such information to unaffiliated third
parties until such holdings have been made public on the American Funds website
(other than to certain fund service providers for legitimate business and fund
oversight purposes) helps reduce potential conflicts of interest between fund
shareholders and the investment adviser and its affiliates.


                International Growth and Income Fund -- Page 37
<PAGE>





                                PRICE OF SHARES

Shares are purchased at the offering price or sold at the net asset value price
next determined after the purchase or sell order is received by the
fund or the Transfer Agent provided that your request contains all information
and legal documentation necessary to process the transaction; the offering or
net asset value price is effective for orders received prior to the time of
determination of the net asset value and, in the case of orders placed with
dealers or their authorized designees, accepted by the Principal Underwriter,
the Transfer Agent, a dealer or any of their designees. In the case of orders
sent directly to the fund or the Transfer Agent, an investment dealer should
be indicated. The dealer is responsible for promptly transmitting purchase
and sell orders to the Principal Underwriter.


Orders received by the investment dealer or authorized designee, the Transfer
Agent or the fund after the time of the determination of the net asset value
will be entered at the next calculated offering price. Note that investment
dealers or other intermediaries may have their own rules about share
transactions and may have earlier cut-off times than those of the fund. For more
information about how to purchase through your intermediary, contact your
intermediary directly.


Prices that appear in the newspaper do not always indicate prices at which you
will be purchasing and redeeming shares of the fund, since such prices generally
reflect the previous day's closing price, while purchases and redemptions are
made at the next calculated price. The price you pay for shares, the offering
price, is based on the net asset value per share, which is calculated once daily
as of approximately 4 p.m. New York time, which is the normal close of trading
on the New York Stock Exchange, each day the Exchange is open. If, for example,
the Exchange closes at 1 p.m., the fund's share price would still be determined
as of 4 p.m. New York time. The New York Stock Exchange is currently closed on
weekends and on the following holidays: New Year's Day; Martin Luther King, Jr.
Day; Presidents' Day; Good Friday; Memorial Day; Independence Day; Labor Day;
Thanksgiving; and Christmas Day. Each share class of the fund has a separately
calculated net asset value (and share price).


All portfolio securities of funds managed by Capital Research and Management
Company (other than American Funds Money Market Fund) are valued, and the net
asset values per share for each share class are determined, as indicated below.
The fund follows standard industry practice by typically reflecting changes in
its holdings of portfolio securities on the first business day following a
portfolio trade.


Equity securities, including depositary receipts, are valued at the official
closing price of, or the last reported sale price on, the exchange or market on
which such securities are traded, as of the close of business on the day the
securities are being valued or, lacking any sales, at the last available bid
price. Prices for each security are taken from the principal exchange or market
in which the security trades. Fixed-income securities are valued at prices
obtained from one or more independent pricing vendors, when such prices are
available; however, in circumstances where the investment adviser deems it
appropriate to do so, such securities will be valued in good faith at the mean
quoted bid and asked prices that are reasonably and timely available (or bid
prices, if asked prices are not available) or at prices for securities of
comparable maturity, quality and type. The pricing vendors base bond prices on,
among other things, valuation matrices which may incorporate dealer-supplied
valuations, proprietary pricing models and an evaluation of the yield curve as
of approximately 3 p.m. New York time. The fund's investment adviser performs
certain checks on these prices prior to calculation of the fund's net asset
value.


                International Growth and Income Fund -- Page 38
<PAGE>


Securities with both fixed-income and equity characteristics (e.g., convertible
bonds, preferred stocks, units comprised of more than one type of security,
etc.), or equity securities traded principally among fixed-income dealers, are
valued in the manner described above for either equity or fixed-income
securities, depending on which method is deemed most appropriate by the
investment adviser.

Securities with original maturities of one year or less having 60 days or less
to maturity are amortized to maturity based on their cost if acquired within 60
days of maturity, or if already held on the 60th day, based on the value
determined on the 61st day. Forward currency contracts are valued at the mean of
representative quoted bid and asked prices.


Assets or liabilities initially expressed in terms of currencies other than U.S.
dollars are translated prior to the next determination of the net asset value of
the fund's shares into U.S. dollars at the prevailing market rates.


Securities and assets for which market quotations are not readily available or
are considered unreliable are valued at fair value as determined in good faith
under policies approved by the fund's board. Subject to board oversight, the
fund's board has delegated the obligation to make fair valuation determinations
to a valuation committee established by the fund's investment adviser. The board
receives regular reports describing fair-valued securities and the valuation
methods used.


The valuation committee has adopted guidelines and procedures (consistent with
SEC rules and guidance) to consider certain relevant principles and factors when
making all fair value determinations. As a general principle, securities lacking
readily available market quotations, or that have quotations that are considered
unreliable by the investment adviser, are valued in good faith by the valuation
committee based upon what the fund might reasonably expect to receive upon their
current sale. Fair valuations and valuations of investments that are not
actively trading involve judgment and may differ materially from valuations that
would have been used had greater market activity occurred. The valuation
committee considers relevant indications of value that are reasonably and timely
available to it in determining the fair value to be assigned to a particular
security, such as the type and cost of the security, contractual or legal
restrictions on resale of the security, relevant financial or business
developments of the issuer, actively traded similar or related securities,
conversion or exchange rights on the security, related corporate actions,
significant events occurring after the close of trading in the security and
changes in overall market conditions. The valuation committee employs additional
fair value procedures to address issues related to equity holdings of applicable
fund portfolios outside the United States. Securities owned by these funds trade
in markets that open and close at different times, reflecting time zone
differences. If significant events occur after the close of a market (and before
these fund's net asset values are next determined) which affect the value of
portfolio securities, appropriate adjustments from closing market prices may be
made to reflect these events. Events of this type could include, for example,
earthquakes and other natural disasters or significant price changes in other
markets (e.g., U.S. stock markets).


                International Growth and Income Fund -- Page 39
<PAGE>


Each class of shares represents interests in the same portfolio of investments
and is identical in all respects to each other class, except for differences
relating to distribution, service and other charges and expenses, certain voting
rights, differences relating to eligible investors, the designation of each
class of shares, conversion features and exchange privileges. Expenses
attributable to the fund, but not to a particular class of shares, are borne by
each class pro rata based on relative aggregate net assets of the classes.
Expenses directly attributable to a class of shares are borne by that class of
shares. Liabilities, including accruals of taxes and other expense items
attributable to particular share classes, are deducted from total assets
attributable to such share classes.


Net assets so obtained for each share class are divided by the total number of
shares outstanding of that share class, and the result, rounded to the nearest
cent, is the net asset value per share for that share class.


                International Growth and Income Fund -- Page 40
<PAGE>





                            TAXES AND DISTRIBUTIONS

FUND TAXATION -- The fund has elected to be treated as a regulated investment
company under Subchapter M of the Internal Revenue Code (the "Code"). A
regulated investment company qualifying under Subchapter M of the Code is
required to distribute to its shareholders at least 90% of its investment
company taxable income (including the excess of net short-term capital gain over
net long-term capital losses) and generally is not subject to federal income tax
to the extent that it distributes annually 100% of its investment company
taxable income and net realized capital gains in the manner required under the
Code. The fund intends to distribute annually all of its investment company
taxable income and net realized capital gains and therefore does not expect to
pay federal income tax, although in certain circumstances the fund may determine
that it is in the interest of shareholders to distribute less than that amount.


To be treated as a regulated investment company under Subchapter M of the Code,
the fund must also (a) derive at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, net income from certain
publicly traded partnerships and gains from the sale or other disposition of
securities or foreign currencies, or other income (including, but not limited
to, gains from options, futures or forward contracts) derived with respect to
the business of investing in such securities or currencies, and (b) diversify
its holdings so that, at the end of each fiscal quarter, (i) at least 50% of the
market value of the fund's assets is represented by cash, U.S. government
securities and securities of other regulated investment companies, and other
securities (for purposes of this calculation, generally limited in respect of
any one issuer, to an amount not greater than 5% of the market value of the
fund's assets and 10% of the outstanding voting securities of such issuer) and
(ii) not more than 25% of the value of its assets is invested in the securities
of any one issuer (other than U.S. government securities or the securities of
other regulated investment companies), two or more issuers which the fund
controls and which are determined to be engaged in the same or similar trades or
businesses or the securities of certain publicly traded partnerships.


Under the Code, a nondeductible excise tax of 4% is imposed on the excess of a
regulated investment company's "required distribution" for the calendar year
ending within the regulated investment company's taxable year over the
"distributed amount" for such calendar year. The term "required distribution"
generally means the sum of (a) 98% of ordinary income (generally net investment
income) for the calendar year, (b) 98% of capital gain (both long-term and
short-term) for the one-year period ending on October 31 (as though the one-year
period ending on October 31 were the regulated investment company's taxable
year) and (c) the sum of any untaxed, undistributed net investment income and
net capital gains of the regulated investment company for prior periods. The
term "distributed amount" generally means the sum of (a) amounts actually
distributed by the fund from its current year's ordinary income and capital gain
net income and (b) any amount on which the fund pays income tax during the
periods described above. Although the fund intends to distribute its net
investment income and net capital gains so as to avoid excise tax liability, the
fund may determine that it is in the interest of shareholders to distribute a
lesser amount.


The following information may not apply to you if you hold fund shares in a
tax-deferred account, such as a retirement plan or education savings account.
Please see your tax adviser for more information.


                International Growth and Income Fund -- Page 41
<PAGE>


DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS -- Dividends and capital gain
distributions on fund shares will be reinvested in shares of the fund of the
same class, unless shareholders indicate in writing that they wish to receive
them in cash or in shares of the same class of other American Funds, as provided
in the prospectus. Dividends and capital gain distributions by 529 share classes
will be automatically reinvested.


Distributions of investment company taxable income and net realized capital
gains to shareholders will be taxable whether received in shares or in cash,
unless such shareholders are exempt from taxation. Shareholders electing to
receive distributions in the form of additional shares will have a cost basis
for federal income tax purposes in each share so received equal to the net asset
value of that share on the reinvestment date. Dividends and capital gain
distributions by the fund to a tax-deferred retirement plan account are not
taxable currently. When a dividend or a capital gain is distributed by the fund,
the net asset value per share is reduced by the amount of the payment.


     DIVIDENDS -- The fund intends to follow the practice of distributing
     substantially all of its investment company taxable income. Investment
     company taxable income generally includes dividends, interest, net
     short-term capital gains in excess of net long-term capital losses, and
     certain foreign currency gains, if any, less expenses and certain foreign
     currency losses. To the extent the fund invests in stock of domestic and
     certain foreign corporations and meets the applicable holding period
     requirement, it may receive "qualified dividends". The fund will designate
     the amount of "qualified dividends" to its shareholders in a notice sent
     within 60 days of the close of its fiscal year and will report "qualified
     dividends" to shareholders on Form 1099-DIV.

     Under the Code, gains or losses attributable to fluctuations in exchange
     rates that occur between the time the fund accrues receivables or
     liabilities denominated in a foreign currency and the time the fund
     actually collects such receivables, or pays such liabilities, generally are
     treated as ordinary income or ordinary loss. Similarly, on disposition of
     debt securities denominated in a foreign currency and on disposition of
     certain futures contracts, forward contracts and options, gains or losses
     attributable to fluctuations in the value of foreign currency between the
     date of acquisition of the security or contract and the date of disposition
     are also treated as ordinary gain or loss. These gains or losses, referred
     to under the Code as Section 988 gains or losses, may increase or decrease
     the amount of the fund's investment company taxable income to be
     distributed to its shareholders as ordinary income.


     If the fund invests in stock of certain passive foreign investment
     companies, the fund may be subject to U.S. federal income taxation on a
     portion of any "excess distribution" with respect to, or gain from the
     disposition of, such stock. The tax would be determined by allocating such
     distribution or gain ratably to each day of the fund's holding period for
     the stock. The distribution or gain so allocated to any taxable year of the
     fund, other than the taxable year of the excess distribution or
     disposition, would be taxed to the fund at the highest ordinary income rate
     in effect for such year, and the tax would be further increased by an
     interest charge to reflect the value of the tax deferral deemed to have
     resulted from the ownership of the foreign company's stock. Any amount of
     distribution or gain allocated to the taxable year of the distribution or
     disposition would be included in the fund's investment company taxable
     income and, accordingly, would not be taxable to the fund to the extent
     distributed by the fund as a dividend to its shareholders.


                International Growth and Income Fund -- Page 42
<PAGE>


     To avoid such tax and interest, the fund intends to elect to treat these
     securities as sold on the last day of its fiscal year and recognize any
     gains for tax purposes at that time. Under this election, deductions for
     losses are allowable only to the extent of any prior recognized gains, and
     both gains and losses will be treated as ordinary income or loss. The fund
     will be required to distribute any resulting income, even though it has not
     sold the security and received cash to pay such distributions. Upon
     disposition of these securities, any gain recognized is treated as ordinary
     income and loss is treated as ordinary loss to the extent of any prior
     recognized gain.


     Dividends from domestic corporations are expected to comprise some portion
     of the fund's gross income. To the extent that such dividends constitute
     any of the fund's gross income, a portion of the income distributions of
     the fund to corporate shareholders may be eligible for the deduction for
     dividends received by corporations. Corporate shareholders will be informed
     of the portion of dividends that so qualifies. The dividends-received
     deduction is reduced to the extent that either the fund shares, or the
     underlying shares of stock held by the fund, with respect to which
     dividends are received, are treated as debt-financed under federal income
     tax law, and is eliminated if the shares are deemed to have been held by
     the shareholder or the fund, as the case may be, for less than 46 days
     during the 91-day period beginning on the date that is 45 days before the
     date on which the shares become ex-dividend. Capital gain distributions are
     not eligible for the dividends-received deduction.


     A portion of the difference between the issue price of zero coupon
     securities and their face value (original issue discount) is considered to
     be income to the fund each year, even though the fund will not receive cash
     interest payments from these securities. This original issue discount
     (imputed income) will comprise a part of the investment company taxable
     income of the fund that must be distributed to shareholders in order to
     maintain the qualification of the fund as a regulated investment company
     and to avoid federal income taxation at the level of the fund.


     The price of a bond purchased after its original issuance may reflect
     market discount which, depending on the particular circumstances, may
     affect the tax character and amount of income required to be recognized by
     a fund holding the bond. In determining whether a bond is purchased with
     market discount, certain de minimis rules apply.


     Dividend and interest income received by the fund from sources outside the
     United States may be subject to withholding and other taxes imposed by such
     foreign jurisdictions. Tax conventions between certain countries and the
     United States, however, may reduce or eliminate these foreign taxes. Some
     foreign countries impose taxes on capital gains with respect to investments
     by foreign investors.


     CAPITAL GAIN DISTRIBUTIONS -- The fund also intends to distribute its net
     capital gain each year. The fund's net capital gain is the entire excess of
     net realized long-term capital gains over net realized short-term capital
     losses. Net capital gains for a fiscal year are computed by taking into
     account any capital loss carryforward of the fund.

     If any net long-term capital gains in excess of net short-term capital
     losses are retained by the fund for reinvestment, requiring federal income
     taxes to be paid thereon by the fund, the fund intends to elect to treat
     such capital gains as having been distributed to shareholders. As a result,
     each shareholder will report such capital gains as long-term


                International Growth and Income Fund -- Page 43
<PAGE>



     capital gains taxable to individual shareholders at a maximum 15% capital
     gains rate, will be able to claim a pro rata share of federal income taxes
     paid by the fund on such gains as a credit against personal federal income
     tax liability, and will be entitled to increase the adjusted tax basis on
     fund shares by the difference between a pro rata share of the retained
     gains and such shareholder's related tax credit.


SHAREHOLDER TAXATION -- In January of each year, individual shareholders holding
fund shares in taxable accounts will receive a statement of the federal income
tax status of all distributions. Shareholders of the fund also may be subject to
state and local taxes on distributions received from the fund.


     DIVIDENDS -- Fund dividends are taxable to shareholders as ordinary income.
     All or a portion of a fund's dividend distribution may be a "qualified
     dividend." If the fund meets the applicable holding period requirement, it
     will distribute dividends derived from qualified corporation dividends to
     shareholders as qualified dividends. Interest income from bonds and money
     market instruments and nonqualified foreign dividends will be distributed
     to shareholders as nonqualified fund dividends. The fund will report on
     Form 1099-DIV the amount of each shareholder's dividend that may be treated
     as a qualified dividend. If a shareholder other than a corporation meets
     the requisite holding period requirement, qualified dividends are taxable
     at a maximum rate of 15%.

     CAPITAL GAINS -- Distributions of net capital gain that the fund properly
     designates as "capital gain dividends" generally will be taxable as
     long-term capital gain, regardless of the length of time the shares of the
     fund have been held by a shareholder. For non-corporate shareholders, a
     capital gain distribution by the fund is subject to a maximum tax rate of
     15%. Any loss realized upon the redemption of shares held at the time of
     redemption for six months or less from the date of their purchase will be
     treated as a long-term capital loss to the extent of any amounts treated as
     distributions of long-term capital gains (including any undistributed
     amounts treated as distributed capital gains, as described above) during
     such six-month period.

Distributions by the fund result in a reduction in the net asset value of the
fund's shares. Investors should consider the tax implications of buying shares
just prior to a distribution. The price of shares purchased at that time
includes the amount of the forthcoming distribution. Those purchasing just prior
to a distribution will subsequently receive a partial return of their investment
capital upon payment of the distribution, which will be taxable to them.


The fund may make the election permitted under Section 853 of the Code so that
shareholders may (subject to limitations) be able to claim a credit or deduction
on their federal income tax returns for, and will be required to treat as part
of the amounts distributed to them, their pro rata portion of qualified taxes
paid by the fund to foreign countries (such taxes relate primarily to investment
income). The fund may make an election under Section 853 of the Code, provided
that more than 50% of the value of the total assets of the fund at the close of
the taxable year consists of securities of foreign corporations. The foreign tax
credit available to shareholders is subject to certain limitations imposed by
the Code.


Redemptions of shares, including exchanges for shares of other American Funds,
may result in federal, state and local tax consequences (gain or loss) to the
shareholder.


                International Growth and Income Fund -- Page 44
<PAGE>


If a shareholder exchanges or otherwise disposes of shares of the fund within 90
days of having acquired such shares, and if, as a result of having acquired
those shares, the shareholder subsequently pays a reduced sales charge for
shares of the fund, or of a different fund, the sales charge previously incurred
in acquiring the fund's shares will not be taken into account (to the extent
such previous sales charges do not exceed the reduction in sales charges) for
the purposes of determining the amount of gain or loss on the exchange, but will
be treated as having been incurred in the acquisition of such other fund(s).


Any loss realized on a redemption or exchange of shares of the fund will be
disallowed to the extent substantially identical shares are reacquired within
the 61-day period beginning 30 days before and ending 30 days after the shares
are disposed of. Any loss disallowed under this rule will be added to the
shareholder's tax basis in the new shares purchased.


The fund will be required to report to the IRS all distributions of investment
company taxable income and capital gains as well as gross proceeds from the
redemption or exchange of fund shares, except in the case of certain exempt
shareholders. Under the backup withholding provisions of Section 3406 of the
Code, distributions of investment company taxable income and capital gains and
proceeds from the redemption or exchange of a regulated investment company may
be subject to backup withholding of federal income tax in the case of non-exempt
U.S. shareholders who fail to furnish the fund with their taxpayer
identification numbers and with required certifications regarding their status
under the federal income tax law. Withholding may also be required if the fund
is notified by the IRS or a broker that the taxpayer identification number
furnished by the shareholder is incorrect or that the shareholder has previously
failed to report interest or dividend income. If the withholding provisions are
applicable, any such distributions and proceeds, whether taken in cash or
reinvested in additional shares, will be reduced by the amounts required to be
withheld.


The foregoing discussion of U.S. federal income tax law relates solely to the
application of that law to U.S. persons (i.e., U.S. citizens and residents and
U.S. corporations, partnerships, trusts and estates). Each shareholder who is
not a U.S. person should consider the U.S. and foreign tax consequences of
ownership of shares of the fund, including the possibility that such a
shareholder may be subject to a U.S. withholding tax at a rate of 30% (or a
lower rate under an applicable income tax treaty) on dividend income received by
the shareholder.


Shareholders should consult their tax advisers about the application of federal,
state and local tax law in light of their particular situation.


                International Growth and Income Fund -- Page 45
<PAGE>


UNLESS OTHERWISE NOTED, ALL REFERENCES IN THE FOLLOWING PAGES TO CLASS A, B, C
OR F-1 SHARES ALSO REFER TO THE CORRESPONDING CLASS 529-A, 529-B, 529-C OR
529-F-1 SHARES. CLASS 529 SHAREHOLDERS SHOULD ALSO REFER TO THE APPLICABLE
PROGRAM DESCRIPTION FOR INFORMATION ON POLICIES AND SERVICES SPECIFICALLY
RELATING TO THESE ACCOUNTS. SHAREHOLDERS HOLDING SHARES THROUGH AN ELIGIBLE
RETIREMENT PLAN SHOULD CONTACT THEIR PLAN'S ADMINISTRATOR OR RECORDKEEPER FOR
INFORMATION REGARDING PURCHASES, SALES AND EXCHANGES.

                        PURCHASE AND EXCHANGE OF SHARES

PURCHASES BY INDIVIDUALS -- As described in the prospectus, you may generally
open an account and purchase fund shares by contacting a financial adviser or
investment dealer authorized to sell the fund's shares. You may make investments
by any of the following means:


     CONTACTING YOUR FINANCIAL ADVISER -- Deliver or mail a check to your
     financial adviser.

     BY MAIL -- For initial investments, you may mail a check, made payable to
     the fund, directly to the address indicated on the account application.
     Please indicate an investment dealer on the account application. You may
     make additional investments by filling out the "Account Additions" form at
     the bottom of a recent transaction confirmation and mailing the form, along
     with a check made payable to the fund, using the envelope provided with
     your confirmation.

     The amount of time it takes for us to receive regular U.S. postal mail may
     vary and there is no assurance that we will receive such mail on the day
     you expect. Mailing addresses for regular U.S. postal mail can be found in
     the prospectus. To send investments or correspondence to us via overnight
     mail or courier service, use either of the following addresses:

           American Funds
           8332 Woodfield Crossing Blvd.
           Indianapolis, IN 46240-2482

           American Funds
           5300 Robin Hood Rd.
           Norfolk, VA  23513-2407

     BY TELEPHONE -- Using the American FundsLine. Please see the "Shareholder
     account services and privileges" section of this statement of additional
     information for more information regarding this service.

     BY INTERNET -- Using americanfunds.com. Please see the "Shareholder account
     services and privileges" section of this statement of additional
     information for more information regarding this service.

     BY WIRE -- If you are making a wire transfer, instruct your bank to wire
     funds to:

           Wells Fargo Bank
           ABA Routing No. 121000248
           Account No. 4600-076178


                International Growth and Income Fund -- Page 46
<PAGE>


           Your bank should include the following information when wiring funds:

           For credit to the account of:
           American Funds Service Company
           (fund's name)

           For further credit to:
           (shareholder's fund account number)
           (shareholder's name)

     You may contact American Funds Service Company at 800/421-0180 if you have
     questions about making wire transfers.

OTHER PURCHASE INFORMATION -- Class 529 shares may be purchased only through
CollegeAmerica by investors establishing qualified higher education savings
accounts. Class 529-E shares may be purchased only by investors participating in
CollegeAmerica through an eligible employer plan. The American Funds state
tax-exempt funds are qualified for sale only in certain jurisdictions, and
tax-exempt funds in general should not serve as retirement plan investments. In
addition, the fund and the Principal Underwriter reserve the right to reject any
purchase order.


Class R-5 and R-6 shares may be made available to certain charitable foundations
organized and maintained by The Capital Group Companies, Inc. or its affiliates.


Class R-5 and R-6 shares may also be made available to the Virginia College
Savings Plan for use in the Virginia Education Savings Trust and the Virginia
Prepaid Education Program.


PURCHASE MINIMUMS AND MAXIMUMS -- All investments are subject to the purchase
minimums and maximums described in the prospectus. As noted in the prospectus,
purchase minimums may be waived or reduced in certain cases.


In the case of American Funds non-tax-exempt funds, the initial purchase minimum
of $25 may be waived for the following account types:


     .    Payroll deduction retirement plan accounts (such as, but not limited
          to, 403(b), 401(k), SIMPLE IRA, SARSEP and deferred compensation plan
          accounts); and

     .    Employer-sponsored CollegeAmerica accounts.

The following account types may be established without meeting the initial
purchase minimum:


     .    Retirement accounts that are funded with employer contributions; and

     .    Accounts that are funded with monies set by court decree.

The following account types may be established without meeting the initial
purchase minimum, but shareholders wishing to invest in two or more funds must
meet the normal initial purchase minimum of each fund:


                International Growth and Income Fund -- Page 47
<PAGE>


     .    Accounts that are funded with (a) transfers of assets, (b) rollovers
          from retirement plans, (c) rollovers from 529 college savings plans or
          (d) required minimum distribution automatic exchanges; and

     .    American Funds Money Market Fund accounts registered in the name of
          clients of Capital Guardian Trust Company's Personal Investment
          Management group.

Certain accounts held on the fund's books, known as omnibus accounts, contain
multiple underlying accounts that are invested in shares of the fund. These
underlying accounts are maintained by entities such as financial intermediaries
and are subject to the applicable initial purchase minimums as described in the
prospectus and this statement of additional information. However, in the case
where the entity maintaining these accounts aggregates the accounts' purchase
orders for fund shares, such accounts are not required to meet the fund's
minimum amount for subsequent purchases.


EXCHANGES -- You may only exchange shares into other American Funds within the
same share class. However, exchanges from Class A shares of American Funds Money
Market Fund may be made to Class C shares of other American Funds for dollar
cost averaging purposes. Exchanges are not permitted from Class A shares of
American Funds Money Market Fund to Class C shares of Intermediate Bond Fund of
America, Limited Term Tax-Exempt Bond Fund of America or Short-Term Bond Fund of
America. Exchange purchases are subject to the minimum investment requirements
of the fund purchased and no sales charge generally applies. However, exchanges
of shares from American Funds Money Market Fund are subject to applicable sales
charges, unless the American Funds Money Market Fund shares were acquired by an
exchange from a fund having a sales charge, or by reinvestment or
cross-reinvestment of dividends or capital gain distributions. Exchanges of
Class F shares generally may only be made through fee-based programs of
investment firms that have special agreements with the fund's distributor and
certain registered investment advisers.


You may exchange shares of other classes by contacting the Transfer Agent, by
contacting your investment dealer or financial adviser, by using American
FundsLine or americanfunds.com, or by telephoning 800/421-0180 toll-free, or
faxing (see "American Funds Service Company service areas" in the prospectus for
the appropriate fax numbers) the Transfer Agent. For more information, see
"Shareholder account services and privileges" in this statement of additional
information. THESE TRANSACTIONS HAVE THE SAME TAX CONSEQUENCES AS ORDINARY SALES
AND PURCHASES.

Shares held in employer-sponsored retirement plans may be exchanged into other
American Funds by contacting your plan administrator or recordkeeper. Exchange
redemptions and purchases are processed simultaneously at the share prices next
determined after the exchange order is received (see "Price of shares" in this
statement of additional information).

CONVERSION -- Currently, Class C shares of the fund automatically convert to
Class F-1 shares in the month of the 10-year anniversary of the purchase date.
The board of trustees of the fund reserves the right at any time, without
shareholder approval, to amend the conversion feature of the Class C shares,
including without limitation, converting into a different share class or not
converting. In making its decision, the board of trustees will consider, among
other things, the effect of any such amendment on shareholders.


FREQUENT TRADING OF FUND SHARES -- As noted in the prospectus, certain
redemptions may trigger a purchase block lasting 30 calendar days under the
fund's "purchase blocking policy." Under this policy, systematic redemptions
will not trigger a purchase block and systematic purchases will not be
prevented. For purposes of this policy, systematic redemptions include, for
example, regular periodic automatic redemptions and statement of intention
escrow share redemptions. Systematic purchases include, for example, regular
periodic automatic purchases and automatic reinvestments of dividends and
capital gain distributions.


                International Growth and Income Fund -- Page 48
<PAGE>


OTHER POTENTIALLY ABUSIVE ACTIVITY -- In addition to implementing purchase
blocks, American Funds Service Company will monitor for other types of activity
that could potentially be harmful to the American Funds - for example,
short-term trading activity in multiple funds. When identified, American Funds
Service Company will request that the shareholder discontinue the activity. If
the activity continues, American Funds Service Company will freeze the
shareholder account to prevent all activity other than redemptions of fund
shares.


MOVING BETWEEN SHARE CLASSES

     If you wish to "move" your investment between share classes (within the
     same fund or between different funds), we generally will process your
     request as an exchange of the shares you currently hold for shares in the
     new class or fund. Below is more information about how sales charges are
     handled for various scenarios.

     EXCHANGING CLASS B SHARES FOR CLASS A SHARES -- If you exchange Class B
     shares for Class A shares during the contingent deferred sales charge
     period you are responsible for paying any applicable deferred sales charges
     attributable to those Class B shares, but you will not be required to pay a
     Class A sales charge. If, however, you exchange your Class B shares for
     Class A shares after the contingent deferred sales charge period, you are
     responsible for paying any applicable Class A sales charges.

     EXCHANGING CLASS C SHARES FOR CLASS A SHARES -- If you exchange Class C
     shares for Class A shares, you are still responsible for paying any Class C
     contingent deferred sales charges and applicable Class A sales charges.

     EXCHANGING CLASS C SHARES FOR CLASS F SHARES -- If you are part of a
     qualified fee-based program and you wish to exchange your Class C shares
     for Class F shares to be held in the program, you are still responsible for
     paying any applicable Class C contingent deferred sales charges.

     EXCHANGING CLASS F SHARES FOR CLASS A SHARES -- You can exchange Class F
     shares held in a qualified fee-based program for Class A shares without
     paying an initial Class A sales charge if all of the following requirements
     are met: (a) you are leaving or have left the fee-based program, (b) you
     have held the Class F shares in the program for at least one year, and (c)
     you notify American Funds Service Company of your request. If you have
     already redeemed your Class F shares, the foregoing requirements apply and
     you must purchase Class A shares within 90 days after redeeming your Class
     F shares to receive the Class A shares without paying an initial Class A
     sales charge.

     EXCHANGING CLASS A SHARES FOR CLASS F SHARES -- If you are part of a
     qualified fee-based program and you wish to exchange your Class A shares
     for Class F shares to be held in the program, any Class A sales charges
     (including contingent deferred sales charges) that you paid or are payable
     will not be credited back to your account.

     EXCHANGING CLASS A SHARES FOR CLASS R SHARES -- Provided it is eligible to
     invest in Class R shares, a retirement plan currently invested in Class A
     shares may exchange its shares for Class R shares. Any Class A sales
     charges that the retirement plan previously paid will not be credited back
     to the plan's account.


                International Growth and Income Fund -- Page 49
<PAGE>


     EXCHANGING CLASS F-1 SHARES FOR CLASS F-2 SHARES -- If you are part of a
     qualified fee-based program that offers Class F-2 shares, you may exchange
     your Class F-1 shares for Class F-2 shares to be held in the program.

     MOVING BETWEEN OTHER SHARE CLASSES -- If you desire to move your investment
     between share classes and the particular scenario is not described in this
     statement of additional information, please contact American Funds Service
     Company at 800/421-0180 for more information.

     NON-REPORTABLE TRANSACTIONS -- Automatic conversions described in the
     prospectus will be non-reportable for tax purposes. In addition, except in
     the case of a movement between a 529 share class and a non-529 share class,
     an exchange of shares from one share class of a fund to another share class
     of the same fund will be treated as a non-reportable exchange for tax
     purposes, provided that the exchange request is received in writing by
     American Funds Service Company and processed as a single transaction.


                International Growth and Income Fund -- Page 50
<PAGE>


                                 SALES CHARGES

CLASS A PURCHASES


     PURCHASES BY CERTAIN 403(B) PLANS

     A 403(b) plan may not invest in Class A or C shares unless such plan was
     invested in Class A or C shares before January 1, 2009.

     Participant accounts of a 403(b) plan that were treated as an
     individual-type plan for sales charge purposes before January 1, 2009, may
     continue to be treated as accounts of an individual-type plan for sales
     charge purposes. Participant accounts of a 403(b) plan that were treated as
     an employer-sponsored plan for sales charge purposes before January 1,
     2009, may continue to be treated as accounts of an employer-sponsored plan
     for sales charge purposes. Participant accounts of a 403(b) plan that is
     established on or after January 1, 2009 are treated as accounts of an
     employer-sponsored plan for sales charge purposes.

     PURCHASES BY SEP PLANS AND SIMPLE IRA PLANS

     Participant accounts in a Simplified Employee Pension (SEP) plan or a
     Savings Incentive Match Plan for Employees of Small Employers IRA (SIMPLE
     IRA) plan will be aggregated together for Class A sales charge purposes if
     the SEP plan or SIMPLE IRA plan was established after November 15, 2004 by
     an employer adopting a prototype plan produced by American Funds
     Distributors, Inc. In the case where the employer adopts any other plan
     (including, but not limited to, an IRS model agreement), each participant's
     account in the plan will be aggregated with the participant's own personal
     investments that qualify under the aggregation policy. A SEP plan or SIMPLE
     IRA plan with a certain method of aggregating participant accounts as of
     November 15, 2004 may continue with that method so long as the employer has
     not modified the plan document since that date.

     OTHER PURCHASES

     Pursuant to a determination of eligibility by a vice president or more
     senior officer of the Capital Research and Management Company Fund
     Administration Unit, or by his or her designee, Class A shares of the
     American Funds stock, stock/bond and bond funds may be sold at net asset
     value to:

     (1)  current or retired directors, trustees, officers and advisory board
          members of, and certain lawyers who provide services to, the funds
          managed by Capital Research and Management Company, current or retired
          employees of Washington Management Corporation, current or retired
          employees and partners of The Capital Group Companies, Inc. and its
          affiliated companies, certain family members of the above persons, and
          trusts or plans primarily for such persons;

     (2)  currently registered representatives and assistants directly employed
          by such representatives, retired registered representatives with
          respect to accounts established while active, or full-time employees
          (collectively, "Eligible Persons") (and their (a) spouses or
          equivalents if recognized under local law, (b) parents and children,
          including parents and children in step and adoptive relationships,
          sons-in-law and daughters-in-law, and (c) parents-in-law, if the
          Eligible Persons or


                International Growth and Income Fund -- Page 51
<PAGE>


          the spouses, children or parents of the Eligible Persons are listed in
          the account registration with the parents-in-law) of dealers who have
          sales agreements with the Principal Underwriter (or who clear
          transactions through such dealers), plans for the dealers, and plans
          that include as participants only the Eligible Persons, their spouses,
          parents and/or children;

     (3)  currently registered investment advisers ("RIAs") and assistants
          directly employed by such RIAs, retired RIAs with respect to accounts
          established while active, or full-time employees (collectively,
          "Eligible Persons") (and their (a) spouses or equivalents if
          recognized under local law, (b) parents and children, including
          parents and children in step and adoptive relationships, sons-in-law
          and daughters-in-law and (c) parents-in-law, if the Eligible Persons
          or the spouses, children or parents of the Eligible Persons are listed
          in the account registration with the parents-in-law) of RIA firms that
          are authorized to sell shares of the funds, plans for the RIA firms,
          and plans that include as participants only the Eligible Persons,
          their spouses, parents and/or children;

     (4)  companies exchanging securities with the fund through a merger,
          acquisition or exchange offer;

     (5)  insurance company separate accounts;

     (6)  accounts managed by subsidiaries of The Capital Group Companies, Inc.;

     (7)  The Capital Group Companies, Inc., its affiliated companies and
          Washington Management Corporation;

     (8)  an individual or entity with a substantial business relationship with
          The Capital Group Companies, Inc. or its affiliates, or an individual
          or entity related or relating to such individual or entity;

     (9)  wholesalers and full-time employees directly supporting wholesalers
          involved in the distribution of insurance company separate accounts
          whose underlying investments are managed by any affiliate of The
          Capital Group Companies, Inc.; and

     (10) full-time employees of banks that have sales agreements with the
          Principal Underwriter, who are solely dedicated to directly supporting
          the sale of mutual funds.

     Shares are offered at net asset value to these persons and organizations
     due to anticipated economies in sales effort and expense. Once an account
     is established under this net asset value privilege, additional investments
     can be made at net asset value for the life of the account.

     TRANSFERS TO COLLEGEAMERICA -- A transfer from the Virginia Prepaid
     Education Program/SM/ or the Virginia Education Savings Trust/SM/ to a
     CollegeAmerica account will be made with no sales charge. No commission
     will be paid to the dealer on such a transfer.


                International Growth and Income Fund -- Page 52
<PAGE>


MOVING BETWEEN ACCOUNTS -- Investments in certain account types may be moved to
other account types without incurring additional Class A sales charges. These
transactions include, for example:


     .    redemption proceeds from a non-retirement account (for example, a
          joint tenant account) used to purchase fund shares in an IRA or other
          individual-type retirement account;

     .    required minimum distributions from an IRA or other individual-type
          retirement account used to purchase fund shares in a non-retirement
          account; and

     .    death distributions paid to a beneficiary's account that are used by
          the beneficiary to purchase fund shares in a different account.

LOAN REPAYMENTS -- Repayments on loans taken from a retirement plan or an
individual-type retirement account are not subject to sales charges if American
Funds Service Company is notified of the repayment.


DEALER COMMISSIONS AND COMPENSATION -- Commissions (up to 1.00%) are paid to
dealers who initiate and are responsible for certain Class A share purchases not
subject to initial sales charges. These purchases consist of purchases of $1
million or more, purchases by employer-sponsored defined contribution-type
retirement plans investing $1 million or more or with 100 or more eligible
employees, and purchases made at net asset value by certain retirement plans,
endowments and foundations with assets of $50 million or more. Commissions on
such investments (other than IRA rollover assets that roll over at no sales
charge under the fund's IRA rollover policy as described in the prospectus) are
paid to dealers at the following rates: 1.00% on amounts of less than $4
million, 0.50% on amounts of at least $4 million but less than $10 million and
0.25% on amounts of at least $10 million. Commissions are based on cumulative
investments over the life of the account with no adjustment for redemptions,
transfers, or market declines. For example, if a shareholder has accumulated
investments in excess of $4 million (but less than $10 million) and subsequently
redeems all or a portion of the account(s), purchases following the redemption
will generate a dealer commission of 0.50%.


A dealer concession of up to 1% may be paid by the fund under its Class A plan
of distribution to reimburse the Principal Underwriter in connection with dealer
and wholesaler compensation paid by it with respect to investments made with no
initial sales charge.


                International Growth and Income Fund -- Page 53
<PAGE>


                      SALES CHARGE REDUCTIONS AND WAIVERS

REDUCING YOUR CLASS A SALES CHARGE -- As described in the prospectus, there are
various ways to reduce your sales charge when purchasing Class A shares.
Additional information about Class A sales charge reductions is provided below.


     STATEMENT OF INTENTION -- By establishing a statement of intention (the
     "Statement"), you enter into a nonbinding commitment to purchase shares of
     the American Funds (excluding American Funds Money Market Fund) over a
     13-month period and receive the same sales charge (expressed as a
     percentage of your purchases) as if all shares had been purchased at once,
     unless the Statement is upgraded as described below.

     The Statement period starts on the date on which your first purchase made
     toward satisfying the Statement is processed. The market value of your
     existing holdings eligible to be aggregated (see below) as of the day
     immediately before the start of the Statement period may be credited toward
     satisfying the Statement.

     You may revise the commitment you have made in your Statement upward at any
     time during the Statement period. If your prior commitment has not been met
     by the time of the revision, the Statement period during which purchases
     must be made will remain unchanged. Purchases made from the date of the
     revision will receive the reduced sales charge, if any, resulting from the
     revised Statement. If your prior commitment has been met by the time of the
     revision, your original Statement will be considered met and a new
     Statement will be established.

     The Statement will be considered completed if the shareholder dies within
     the 13-month Statement period. Commissions to dealers will not be adjusted
     or paid on the difference between the Statement amount and the amount
     actually invested before the shareholder's death.

     When a shareholder elects to use a Statement, shares equal to 5% of the
     dollar amount specified in the Statement may be held in escrow in the
     shareholder's account out of the initial purchase (or subsequent purchases,
     if necessary) by the Transfer Agent. All dividends and any capital gain
     distributions on shares held in escrow will be credited to the
     shareholder's account in shares (or paid in cash, if requested). If the
     intended investment is not completed within the specified Statement period,
     the purchaser may be required to remit to the Principal Underwriter the
     difference between the sales charge actually paid and the sales charge
     which would have been paid if the total of such purchases had been made at
     a single time. Any dealers assigned to the shareholder's account at the
     time a purchase was made during the Statement period will receive a
     corresponding commission adjustment if appropriate. If the difference is
     not paid by the close of the Statement period, the appropriate number of
     shares held in escrow will be redeemed to pay such difference. If the
     proceeds from this redemption are inadequate, the purchaser may be liable
     to the Principal Underwriter for the balance still outstanding.

     Certain payroll deduction retirement plans purchasing Class A shares under
     a Statement on or before November 12, 2006, may continue to purchase Class
     A shares at the sales charge determined by that particular Statement until
     the plans' values reach the amounts specified in their Statements. Upon
     reaching such amounts, the Statements for these plans will be deemed
     completed and will terminate. In addition, effective May 1, 2009, the


                International Growth and Income Fund -- Page 54
<PAGE>


     Statements for these plans will expire if they have not been met by the
     next anniversary of the establishment of such Statement. After such
     termination, these plans are eligible for additional sales charge
     reductions by meeting the criteria under the fund's rights of accumulation
     policy.

     In addition, if you currently have individual holdings in American Legacy
     variable annuity contracts or variable life insurance policies that were
     established on or before March 31, 2007, you may continue to apply
     purchases under such contracts and policies to a Statement.

     Shareholders purchasing shares at a reduced sales charge under a Statement
     indicate their acceptance of these terms and those in the prospectus with
     their first purchase.

     AGGREGATION -- Qualifying investments for aggregation include those made by
     you and your "immediate family" as defined in the prospectus, if all
     parties are purchasing shares for their own accounts and/or:

     .    individual-type employee benefit plans, such as an IRA,
          single-participant Keogh-type plan, or a participant account of a
          403(b) plan that is treated as an individual-type plan for sales
          charge purposes (see "Purchases by certain 403(b) plans" under "Sales
          charges" in this statement of additional information);

     .    SEP plans and SIMPLE IRA plans established after November 15, 2004 by
          an employer adopting any plan document other than a prototype plan
          produced by American Funds Distributors, Inc.;

     .    business accounts solely controlled by you or your immediate family
          (for example, you own the entire business);

     .    trust accounts established by you or your immediate family (for trusts
          with only one primary beneficiary, upon the trustor's death the trust
          account may be aggregated with such beneficiary's own accounts; for
          trusts with multiple primary beneficiaries, upon the trustor's death
          the trustees of the trust may instruct American Funds Service Company
          to establish separate trust accounts for each primary beneficiary;
          each primary beneficiary's separate trust account may then be
          aggregated with such beneficiary's own accounts);

     .    endowments or foundations established and controlled by you or your
          immediate family; or

     .    529 accounts, which will be aggregated at the account owner level
          (Class 529-E accounts may only be aggregated with an eligible employer
          plan).

     Individual purchases by a trustee(s) or other fiduciary(ies) may also be
     aggregated if the investments are:

     .    for a single trust estate or fiduciary account, including employee
          benefit plans other than the individual-type employee benefit plans
          described above;

     .    made for two or more employee benefit plans of a single employer or of
          affiliated employers as defined in the 1940 Act, excluding the
          individual-type employee benefit plans described above;


                International Growth and Income Fund -- Page 55
<PAGE>


     .    for a diversified common trust fund or other diversified pooled
          account not specifically formed for the purpose of accumulating fund
          shares;

     .    for nonprofit, charitable or educational organizations, or any
          endowments or foundations established and controlled by such
          organizations, or any employer-sponsored retirement plans established
          for the benefit of the employees of such organizations, their
          endowments, or their foundations;

     .    for participant accounts of a 403(b) plan that is treated as an
          employer-sponsored plan for sales charge purposes (see "Purchases by
          certain 403(b) plans" under "Sales charges" in this statement of
          additional information), or made for participant accounts of two or
          more such plans, in each case of a single employer or affiliated
          employers as defined in the 1940 Act; or

     .    for a SEP or SIMPLE IRA plan established after November 15, 2004 by an
          employer adopting a prototype plan produced by American Funds
          Distributors, Inc.

     Purchases made for nominee or street name accounts (securities held in the
     name of an investment dealer or another nominee such as a bank trust
     department instead of the customer) may not be aggregated with those made
     for other accounts and may not be aggregated with other nominee or street
     name accounts unless otherwise qualified as described above.

     CONCURRENT PURCHASES -- As described in the prospectus, you may reduce your
     Class A sales charge by combining purchases of all classes of shares in the
     American Funds, as well as holdings in Endowments and applicable holdings
     in the American Funds Target Date Retirement Series. Shares of American
     Funds Money Market Fund purchased through an exchange, reinvestment or
     cross-reinvestment from a fund having a sales charge also qualify. However,
     direct purchases of American Funds Money Market Fund are excluded. If you
     currently have individual holdings in American Legacy variable annuity
     contracts or variable life insurance policies that were established on or
     before March 31, 2007, you may continue to combine purchases made under
     such contracts and policies to reduce your Class A sales charge.

     RIGHTS OF ACCUMULATION -- Subject to the limitations described in the
     aggregation policy, you may take into account your accumulated holdings in
     all share classes of the American Funds, as well as your holdings in
     Endowments and applicable holdings in the American Funds Target Date
     Retirement Series, to determine your sales charge on investments in
     accounts eligible to be aggregated. Direct purchases of American Funds
     Money Market Fund are excluded. Subject to your investment dealer's or
     recordkeeper's capabilities, your accumulated holdings will be calculated
     as the higher of (a) the current value of your existing holdings (the
     "market value") as of the day prior to your American Funds investment or
     (b) the amount you invested (including reinvested dividends and capital
     gains, but excluding capital appreciation) less any withdrawals (the "cost
     value"). Depending on the entity on whose books your account is held, the
     value of your holdings in that account may not be eligible for calculation
     at cost value. For example, accounts held in nominee or street name may not
     be eligible for calculation at cost value and instead may be calculated at
     market value for purposes of rights of accumulation.


                International Growth and Income Fund -- Page 56
<PAGE>


     The value of all of your holdings in accounts established in calendar year
     2005 or earlier will be assigned an initial cost value equal to the market
     value of those holdings as of the last business day of 2005. Thereafter,
     the cost value of such accounts will increase or decrease according to
     actual investments or withdrawals. You must contact your financial adviser
     or American Funds Service Company if you have additional information that
     is relevant to the calculation of the value of your holdings.

     When determining your American Funds Class A sales charge, if your
     investment is not in an employer-sponsored retirement plan, you may also
     continue to take into account the market value (as of the day prior to your
     American Funds investment) of your individual holdings in various American
     Legacy variable annuity contracts and variable life insurance policies that
     were established on or before March 31, 2007. An employer-sponsored
     retirement plan may also continue to take into account the market value of
     its investments in American Legacy Retirement Investment Plans that were
     established on or before March 31, 2007.

     You may not purchase Class C or 529-C shares if such combined holdings
     cause you to be eligible to purchase Class A or 529-A shares at the $1
     million or more sales charge discount rate (i.e. at net asset value).

     If you make a gift of American Funds Class A shares, upon your request, you
     may purchase the shares at the sales charge discount allowed under rights
     of accumulation of all of your American Funds and applicable American
     Legacy accounts.

CDSC WAIVERS FOR CLASS A, B AND C SHARES -- As noted in the prospectus, a
contingent deferred sales charge ("CDSC") may be waived for redemptions due to
death or post-purchase disability of a shareholder (this generally excludes
accounts registered in the names of trusts and other entities). In the case of
joint tenant accounts, if one joint tenant dies, a surviving joint tenant, at
the time he or she notifies the Transfer Agent of the other joint tenant's death
and removes the decedent's name from the account, may redeem shares from the
account without incurring a CDSC. Redemptions made after the Transfer Agent is
notified of the death of a joint tenant will be subject to a CDSC.


In addition, a CDSC may be waived for the following types of transactions, if
together they do not exceed 12% of the value of an "account" (defined below)
annually (the "12% limit"):


     .    Required minimum distributions taken from retirement accounts upon the
          shareholder's attainment of age 70-1/2 (required minimum distributions
          that continue to be taken by the beneficiary(ies) after the account
          owner is deceased also qualify for a waiver).

     .    Redemptions through an automatic withdrawal plan ("AWP") (see
          "Automatic withdrawals" under "Shareholder account services and
          privileges" in this statement of additional information). For each AWP
          payment, assets that are not subject to a CDSC, such as appreciation
          on shares and shares acquired through reinvestment of dividends and/or
          capital gain distributions, will be redeemed first and will count
          toward the 12% limit. If there is an insufficient amount of assets not
          subject to a CDSC to cover a particular AWP payment, shares subject to
          the lowest CDSC will be redeemed next until the 12% limit is reached.
          Any dividends and/or capital gain distributions taken in cash by a
          shareholder who receives


                International Growth and Income Fund -- Page 57
<PAGE>


          payments through an AWP will also count toward the 12% limit. In the
          case of an AWP, the 12% limit is calculated at the time an automatic
          redemption is first made, and is recalculated at the time each
          additional automatic redemption is made. Shareholders who establish an
          AWP should be aware that the amount of a payment not subject to a CDSC
          may vary over time depending on fluctuations in the value of their
          accounts. This privilege may be revised or terminated at any time.

     For purposes of this paragraph, "account" means:

     .    in the case of Class A shares, your investment in Class A shares of
          all American Funds (investments representing direct purchases of
          American Funds Money Market Fund are excluded);

     .    in the case of Class B shares, your investment in Class B shares of
          the particular fund from which you are making the redemption; and

     .in the case of Class C shares, your investment in Class C shares of
          the particular fund from which you are making the redemption.

CDSC waivers are allowed only in the cases listed here and in the prospectus.
For example, CDSC waivers will not be allowed on redemptions of Class 529-B and
529-C shares due to termination of CollegeAmerica; a determination by the
Internal Revenue Service that CollegeAmerica does not qualify as a qualified
tuition program under the Code; proposal or enactment of law that eliminates or
limits the tax-favored status of CollegeAmerica; or elimination of the fund by
the Virginia College Savings Plan as an option for additional investment within
CollegeAmerica.


                International Growth and Income Fund -- Page 58
<PAGE>


                                 SELLING SHARES

The methods for selling (redeeming) shares are described more fully in the
prospectus. If you wish to sell your shares by contacting American Funds Service
Company directly, any such request must be signed by the registered
shareholders. To contact American Funds Service Company via overnight mail or
courier service, see "Purchase and exchange of shares."


A signature guarantee may be required for certain redemptions. In such an event,
your signature may be guaranteed by a domestic stock exchange or the Financial
Industry Regulatory Authority, bank, savings association or credit union that is
an eligible guarantor institution. The Transfer Agent reserves the right to
require a signature guarantee on any redemptions.


Additional documentation may be required for sales of shares held in corporate,
partnership or fiduciary accounts. You must include with your written request
any shares you wish to sell that are in certificate form.


If you sell Class A, B or C shares and request a specific dollar amount to be
sold, we will sell sufficient shares so that the sale proceeds, after deducting
any applicable CDSC, equals the dollar amount requested.


Redemption proceeds will not be mailed until sufficient time has passed to
provide reasonable assurance that checks or drafts (including certified or
cashier's checks) for shares purchased have cleared (which may take up to 10
business days from the purchase date). Except for delays relating to clearance
of checks for share purchases or in extraordinary circumstances (and as
permissible under the 1940 Act), sale proceeds will be paid on or before the
seventh day following receipt and acceptance of an order. Interest will not
accrue or be paid on amounts that represent uncashed distribution or redemption
checks.


You may request that redemption proceeds of $1,000 or more from American Funds
Money Market Fund be wired to your bank by writing American Funds Service
Company. A signature guarantee is required on all requests to wire funds.


                International Growth and Income Fund -- Page 59
<PAGE>


                  SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES

The following services and privileges are generally available to all
shareholders. However, certain services and privileges described in the
prospectus and this statement of additional information may not be available for
Class 529 shareholders or if your account is held with an investment dealer or
through an employer-sponsored retirement plan.


AUTOMATIC INVESTMENT PLAN -- An automatic investment plan enables you to make
monthly or quarterly investments in the American Funds through automatic debits
from your bank account. To set up a plan, you must fill out an account
application and specify the amount that you would like to invest and the date on
which you would like your investments to occur. The plan will begin within 30
days after your account application is received. Your bank account will be
debited on the day or a few days before your investment is made, depending on
the bank's capabilities. The Transfer Agent will then invest your money into the
fund you specified on or around the date you specified. If the date you
specified falls on a weekend or holiday, your money will be invested on the
following business day. However, if the following business day falls in the next
month, your money will be invested on the business day immediately preceding the
weekend or holiday. If your bank account cannot be debited due to insufficient
funds, a stop-payment or the closing of the account, the plan may be terminated
and the related investment reversed. You may change the amount of the investment
or discontinue the plan at any time by contacting the Transfer Agent.


AUTOMATIC REINVESTMENT -- Dividends and capital gain distributions are
reinvested in additional shares of the same class and fund at net asset value
unless you indicate otherwise on the account application. You also may elect to
have dividends and/or capital gain distributions paid in cash by informing the
fund, the Transfer Agent or your investment dealer. Dividends and capital gain
distributions paid to retirement plan shareholders or shareholders of the 529
share classes will be automatically reinvested.


If you have elected to receive dividends and/or capital gain distributions in
cash, and the postal or other delivery service is unable to deliver checks to
your address of record, or you do not respond to mailings from American Funds
Service Company with regard to uncashed distribution checks, your distribution
option may be automatically converted to having all dividends and other
distributions reinvested in additional shares.


CROSS-REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS -- For all share classes,
except the 529 classes of shares, you may cross-reinvest dividends and capital
gains (distributions) into other American Funds in the same share class at net
asset value, subject to the following conditions:


(1)  the aggregate value of your account(s) in the fund(s) paying distributions
equals or exceeds $5,000 (this is waived if the value of the account in the fund
receiving the distributions equals or exceeds that fund's minimum initial
investment requirement);

(2)  if the value of the account of the fund receiving distributions is below
the minimum initial investment requirement, distributions must be automatically
reinvested; and

(3)  if you discontinue the cross-reinvestment of distributions, the value of
the account of the fund receiving distributions must equal or exceed the minimum
initial investment requirement. If you do not meet this requirement within 90
days of notification, the fund has the right to automatically redeem the
account.


                International Growth and Income Fund -- Page 60
<PAGE>


AUTOMATIC EXCHANGES -- For all share classes, you may automatically exchange
shares of the same class in amounts of $50 or more among any of the American
Funds on any day (or preceding business day if the day falls on a nonbusiness
day) of each month you designate.


AUTOMATIC WITHDRAWALS -- Depending on the type of account, for all share classes
except R shares, you may automatically withdraw shares from any of the American
Funds. You can make automatic withdrawals of $50 or more. You can designate the
day of each period for withdrawals and request that checks be sent to you or
someone else. Withdrawals may also be electronically deposited to your bank
account. The Transfer Agent will withdraw your money from the fund you specify
on or around the date you specify. If the date you specified falls on a weekend
or holiday, the redemption will take place on the previous business day.
However, if the previous business day falls in the preceding month, the
redemption will take place on the following business day after the weekend or
holiday. You should consult with your adviser or intermediary to determine if
your account is eligible for automatic withdrawals.


Withdrawal payments are not to be considered as dividends, yield or income.
Generally, automatic investments may not be made into a shareholder account from
which there are automatic withdrawals. Withdrawals of amounts exceeding
reinvested dividends and distributions and increases in share value would reduce
the aggregate value of the shareholder's account. The Transfer Agent arranges
for the redemption by the fund of sufficient shares, deposited by the
shareholder with the Transfer Agent, to provide the withdrawal payment
specified.


Redemption proceeds from an automatic withdrawal plan are not eligible for
reinvestment without a sales charge.


ACCOUNT STATEMENTS -- Your account is opened in accordance with your
registration instructions. Transactions in the account, such as additional
investments, will be reflected on regular confirmation statements from the
Transfer Agent. Dividend and capital gain reinvestments, purchases through
automatic investment plans and certain retirement plans, as well as automatic
exchanges and withdrawals, will be confirmed at least quarterly.


AMERICAN FUNDSLINE AND AMERICANFUNDS.COM -- You may check your share balance,
the price of your shares or your most recent account transaction; redeem shares
(up to $75,000 per American Funds shareholder each day) from nonretirement plan
accounts; or exchange shares around the clock with American FundsLine or using
americanfunds.com. To use American FundsLine, call 800/325-3590 from a
TouchTone(TM) telephone. Redemptions and exchanges through American FundsLine
and americanfunds.com are subject to the conditions noted above and in
"Telephone and Internet purchases, redemptions and exchanges" below. You will
need your fund number (see the list of the American Funds under "General
information -- fund numbers"), personal identification number (generally the
last four digits of your Social Security number or other tax identification
number associated with your account) and account number.


Generally, all shareholders are automatically eligible to use these services.
However, if you are not currently authorized to do so, you may complete an
American FundsLink Authorization Form. Once you establish this privilege, you,
your financial adviser or any person with your account information may use these
services.


                International Growth and Income Fund -- Page 61
<PAGE>


TELEPHONE AND INTERNET PURCHASES, REDEMPTIONS AND EXCHANGES -- By using the
telephone (including American FundsLine) or the Internet (including
americanfunds.com), or fax purchase, redemption and/or exchange options, you
agree to hold the fund, the Transfer Agent, any of its affiliates or mutual
funds managed by such affiliates, and each of their respective directors,
trustees, officers, employees and agents harmless from any losses, expenses,
costs or liabilities (including attorney fees) that may be incurred in
connection with the exercise of these privileges. Generally, all shareholders
are automatically eligible to use these services. However, you may elect to opt
out of these services by writing the Transfer Agent (you may also reinstate them
at any time by writing the Transfer Agent). If the Transfer Agent does not
employ reasonable procedures to confirm that the instructions received from any
person with appropriate account information are genuine, it and/or the fund may
be liable for losses due to unauthorized or fraudulent instructions. In the
event that shareholders are unable to reach the fund by telephone because of
technical difficulties, market conditions or a natural disaster, redemption and
exchange requests may be made in writing only.


CHECKWRITING -- You may establish check writing privileges for Class A shares
(but not Class 529-A shares) of American Funds Money Market Fund upon meeting
the fund's initial purchase minimum of $1,000. This can be done by using an
account application. If you request check writing privileges, you will be
provided with checks that you may use to draw against your account. These checks
may be made payable to anyone you designate and must be signed by the authorized
number of registered shareholders exactly as indicated on your account
application.


REDEMPTION OF SHARES -- The fund's declaration of trust permits the fund to
direct the Transfer Agent to redeem the shares of any shareholder for their then
current net asset value per share if at such time the shareholder of record owns
shares having an aggregate net asset value of less than the minimum initial
investment amount required of new shareholders as set forth in the fund's
current registration statement under the 1940 Act, and subject to such further
terms and conditions as the board of trustees of the fund may from time to time
adopt.


While payment of redemptions normally will be in cash, the fund's declaration of
trust permits payment of the redemption price wholly or partly with portfolio
securities or other fund assets under conditions and circumstances determined by
the fund's board of trustees. For example, redemptions could be made in this
manner if the board determined that making payments wholly in cash over a
particular period would be unfair and/or harmful to other fund shareholders.


SHARE CERTIFICATES -- Shares are credited to your account. The fund's board may
determine if the fund issues share certificates.


                International Growth and Income Fund -- Page 62
<PAGE>


                              GENERAL INFORMATION

CUSTODIAN OF ASSETS -- Securities and cash owned by the fund, including proceeds
from the sale of shares of the fund and of securities in the fund's portfolio,
are held by JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017-2070, as
Custodian. If the fund holds securities of issuers outside the U.S., the
Custodian may hold these securities pursuant to subcustodial arrangements in
banks outside the U.S. or branches of U.S. banks outside the U.S.


TRANSFER AGENT -- American Funds Service Company, a wholly owned subsidiary of
the investment adviser, maintains the records of shareholder accounts, processes
purchases and redemptions of the fund's shares, acts as dividend and capital
gain distribution disbursing agent, and performs other related shareholder
service functions. The principal office of American Funds Service Company is
located at 6455 Irvine Center Drive, Irvine, CA 92618. American Funds Service
Company was paid a fee of $631,000 for Class A shares and $8,000 for Class B
shares for the 2009 fiscal year. American Funds Service Company is also
compensated for certain transfer agency services provided to all share classes
from the administrative services fees paid to Capital Research and Management
Company and from the relevant share class, as described under "Administrative
services agreement."


In the case of certain shareholder accounts, third parties who may be
unaffiliated with the investment adviser provide transfer agency and shareholder
services in place of American Funds Service Company. These services are rendered
under agreements with American Funds Service Company or its affiliates and the
third parties receive compensation according to such agreements. Compensation
for transfer agency and shareholder services, whether paid to American Funds
Service Company or such third parties, is ultimately paid from fund assets and
is reflected in the expenses of the fund as disclosed in the prospectus.


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -- Deloitte & Touche LLP, 695 Town
Center Drive, Costa Mesa, California 92626, serves as the fund's independent
registered public accounting firm, providing audit services, preparation of tax
returns and review of certain documents to be filed with the Securities and
Exchange Commission. The financial statements included in this statement of
additional information from the annual report have been audited by Deloitte &
Touche LLP, an independent registered public accounting firm, as stated in their
report appearing herein. Such financial statements have been so included in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing. The selection of the fund's independent registered
public accounting firm is reviewed and determined annually by the board of
trustees.


INDEPENDENT LEGAL COUNSEL -- Bingham McCutchen LLP, 355 South Grand Avenue,
Suite 4400, Los Angeles, CA 90071, serves as independent legal counsel
("counsel") for the fund and for independent trustees in their capacities as
such. Counsel does not provide legal services to the fund's investment adviser
or any of its affiliated companies or control persons. A determination with
respect to the independence of the fund's counsel will be made at least annually
by the independent trustees of the fund, as prescribed by the 1940 Act and
related rules.


PROSPECTUSES, REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS -- The fund's fiscal
year ends on June 30. Shareholders are provided updated summary prospectuses
annually and at least semi-annually with reports showing the fund's investment
portfolio or summary investment portfolio, financial statements and other
information. Shareholders may request a copy of the fund's current prospectus at
no cost by calling 800/421-0180 or by sending an e-mail request to


                International Growth and Income Fund -- Page 63
<PAGE>


prospectus@americanfunds.com. The fund's annual financial statements are audited
by the fund's independent registered public accounting firm, Deloitte & Touche
LLP. In addition, shareholders may also receive proxy statements for the fund.
In an effort to reduce the volume of mail shareholders receive from the fund
when a household owns more than one account, the Transfer Agent has taken steps
to eliminate duplicate mailings of summary prospectuses, shareholder reports and
proxy statements. To receive additional copies of a summary prospectus, report
or proxy statement, shareholders should contact the Transfer Agent.


Shareholders may also elect to receive updated summary prospectuses, annual
reports and semi-annual reports electronically by signing up for electronic
delivery on our website, americanfunds.com. Upon electing the electronic
delivery of updated summary prospectuses and other reports, a shareholder will
no longer automatically receive such documents in paper form by mail. A
shareholder who elects electronic delivery is able to cancel this service at any
time and return to receiving updated summary prospectuses and other reports in
paper form by mail.


Summary prospectuses, prospectuses, annual reports and semi-annual reports that
are mailed to shareholders by the American Funds organization are printed with
ink containing soy and/or vegetable oil on paper containing recycled fibers.


CODES OF ETHICS -- The fund and Capital Research and Management Company and its
affiliated companies, including the fund's Principal Underwriter, have adopted
codes of ethics that allow for personal investments, including securities in
which the fund may invest from time to time. These codes include a ban on
acquisitions of securities pursuant to an initial public offering; restrictions
on acquisitions of private placement securities; preclearance and reporting
requirements; review of duplicate confirmation statements; annual
recertification of compliance with codes of ethics; blackout periods on personal
investing for certain investment personnel; ban on short-term trading profits
for investment personnel; limitations on service as a director of publicly
traded companies; and disclosure of personal securities transactions.


LEGAL PROCEEDINGS -- On February 16, 2005, the NASD (now the Financial Industry
Regulatory Authority, or FINRA) filed an administrative complaint against the
Principal Underwriter. The complaint alleges violations of certain NASD rules by
the Principal Underwriter with respect to the selection of broker-dealer firms
that buy and sell securities for mutual fund investment portfolios. The
complaint seeks sanctions, restitution and disgorgement. On August 30, 2006, a
FINRA Hearing Panel ruled against the Principal Underwriter and imposed a $5
million fine. On April 30, 2008, FINRA's National Adjudicatory Council affirmed
the decision by FINRA's Hearing Panel. The Principal Underwriter has appealed
this decision to the Securities and Exchange Commission.


The investment adviser and Principal Underwriter believe that the likelihood
that this matter could have a material adverse effect on the fund or on the
ability of the investment adviser or Principal Underwriter to perform their
contracts with the fund is remote. In addition, class action lawsuits have been
filed in the U.S. District Court, Central District of California, relating to
this and other matters. The investment adviser believes that these suits are
without merit and will defend itself vigorously.




                International Growth and Income Fund -- Page 64
<PAGE>


DETERMINATION OF NET ASSET VALUE, REDEMPTION PRICE AND MAXIMUM OFFERING PRICE
PER SHARE FOR CLASS A SHARES -- DECEMBER 31, 2009




Net asset value and redemption price per share
  (Net assets divided by shares outstanding). .                     $29.79
Maximum offering price per share
  (100/94.25 of net asset value per share,
  which takes into account the fund's current maximum
  sales charge). . . . . . . . . . . . . . . .                      $31.61




OTHER INFORMATION -- The fund reserves the right to modify the privileges
described in this statement of additional information at any time.


The financial statements, including the investment portfolio and the report of
the fund's independent registered public accounting firm contained in the annual
report, are included in this statement of additional information.




                International Growth and Income Fund -- Page 65
<PAGE>


FUND NUMBERS -- Here are the fund numbers for use with our automated telephone
line, American FundsLine/(R)/, or when making share transactions:




                                               FUND NUMBERS
                              -------------------------------------------------
FUND                          CLASS A  CLASS B  CLASS C  CLASS F-1   CLASS F-2
-------------------------------------------------------------------------------

STOCK AND STOCK/BOND FUNDS
AMCAP Fund/(R)/ . . . . . .     002      202      302       402         602
American Balanced Fund/(R)/     011      211      311       411         611
American Mutual Fund/(R)/ .     003      203      303       403         603
Capital Income Builder/(R)/     012      212      312       412         612
Capital World Growth and
Income Fund/SM/ . . . . . .     033      233      333       433         633
EuroPacific Growth Fund/(R)/    016      216      316       416         616
Fundamental Investors/SM/ .     010      210      310       410         610
The Growth Fund of
America/(R)/. . . . . . . .     005      205      305       405         605
The Income Fund of
America/(R)/. . . . . . . .     006      206      306       406         606
International Growth and
Income Fund/SM/ . . . . . .     034      234      334       434         634
The Investment Company of
America/(R)/. . . . . . . .     004      204      304       404         604
The New Economy Fund/(R)/ .     014      214      314       414         614
New Perspective Fund/(R)/ .     007      207      307       407         607
New World Fund/(R)/ . . . .     036      236      336       436         636
SMALLCAP World Fund/(R)/  .     035      235      335       435         635
Washington Mutual Investors
Fund/SM/  . . . . . . . . .     001      201      301       401         601
BOND FUNDS
American Funds Short-Term
Tax-Exempt Bond Fund/SM/  .     039      N/A      N/A       439         639
American High-Income
Municipal Bond Fund/(R)/  .     040      240      340       440         640
American High-Income
Trust/SM/ . . . . . . . . .     021      221      321       421         621
The Bond Fund of America/SM/    008      208      308       408         608
Capital World Bond Fund/(R)/    031      231      331       431         631
Intermediate Bond Fund of
America/SM/ . . . . . . . .     023      223      323       423         623
Limited Term Tax-Exempt Bond
Fund of America/SM/ . . . .     043      243      343       443         643
Short-Term Bond Fund of
America/SM/ . . . . . . . .     048      248      348       448         648
The Tax-Exempt Bond Fund of
America/(R)/. . . . . . . .     019      219      319       419         619
The Tax-Exempt Fund of
California/(R)/*. . . . . .     020      220      320       420         620
The Tax-Exempt Fund of
Maryland/(R)/*. . . . . . .     024      224      324       424         624
The Tax-Exempt Fund of
Virginia/(R)/*. . . . . . .     025      225      325       425         625
U.S. Government Securities
Fund/SM/. . . . . . . . . .     022      222      322       422         622
MONEY MARKET FUND
American Funds Money Market
Fund/SM/  . . . . . . . . .     059      259      359       459         659
___________

*Qualified for sale only in certain jurisdictions.






                International Growth and Income Fund -- Page 66
<PAGE>





                                                 FUND NUMBERS
                                 ----------------------------------------------
                                  CLASS    CLASS    CLASS    CLASS     CLASS
FUND                              529-A    529-B    529-C    529-E    529-F-1
-------------------------------------------------------------------------------

STOCK AND STOCK/BOND FUNDS
AMCAP Fund . . . . . . . . . .    1002     1202     1302     1502       1402
American Balanced Fund . . . .    1011     1211     1311     1511       1411
American Mutual Fund . . . . .    1003     1203     1303     1503       1403
Capital Income Builder . . . .    1012     1212     1312     1512       1412
Capital World Growth and Income
Fund . . . . . . . . . . . . .    1033     1233     1333     1533       1433
EuroPacific Growth Fund  . . .    1016     1216     1316     1516       1416
Fundamental Investors  . . . .    1010     1210     1310     1510       1410
The Growth Fund of America . .    1005     1205     1305     1505       1405
The Income Fund of America . .    1006     1206     1306     1506       1406
International Growth and Income
Fund . . . . . . . . . . . . .    1034     1234     1334     1534       1434
The Investment Company of
America. . . . . . . . . . . .    1004     1204     1304     1504       1404
The New Economy Fund . . . . .    1014     1214     1314     1514       1414
New Perspective Fund . . . . .    1007     1207     1307     1507       1407
New World Fund . . . . . . . .    1036     1236     1336     1536       1436
SMALLCAP World Fund  . . . . .    1035     1235     1335     1535       1435
Washington Mutual Investors
Fund . . . . . . . . . . . . .    1001     1201     1301     1501       1401
BOND FUNDS
American High-Income Trust . .    1021     1221     1321     1521       1421
The Bond Fund of America . . .    1008     1208     1308     1508       1408
Capital World Bond Fund  . . .    1031     1231     1331     1531       1431
Intermediate Bond Fund of
America. . . . . . . . . . . .    1023     1223     1323     1523       1423
Short-Term Bond Fund of America   1048     1248     1348     1548       1448
U.S. Government Securities Fund   1022     1222     1322     1522       1422
MONEY MARKET FUND
American Funds Money Market
Fund . . . . . . . . . . . . .    1059     1259     1359     1559       1459








                International Growth and Income Fund -- Page 67
<PAGE>






                                               FUND NUMBERS
                                     ------------------------------------------
                                     CLASS  CLASS  CLASS  CLASS  CLASS   CLASS
FUND                                  R-1    R-2    R-3    R-4    R-5     R-6
-------------------------------------------------------------------------------

STOCK AND STOCK/BOND FUNDS
AMCAP Fund . . . . . . . . . . . .   2102   2202   2302   2402   2502    2602
American Balanced Fund . . . . . .   2111   2211   2311   2411   2511    2611
American Mutual Fund . . . . . . .   2103   2203   2303   2403   2503    2603
Capital Income Builder . . . . . .   2112   2212   2312   2412   2512    2612
Capital World Growth and Income
Fund . . . . . . . . . . . . . . .   2133   2233   2333   2433   2533    2633
EuroPacific Growth Fund  . . . . .   2116   2216   2316   2416   2516    2616
Fundamental Investors  . . . . . .   2110   2210   2310   2410   2510    2610
The Growth Fund of America . . . .   2105   2205   2305   2405   2505    2605
The Income Fund of America . . . .   2106   2206   2306   2406   2506    2606
International Growth and Income
Fund . . . . . . . . . . . . . . .   2134   2234   2334   2434   2534    2634
The Investment Company of America    2104   2204   2304   2404   2504    2604
The New Economy Fund . . . . . . .   2114   2214   2314   2414   2514    2614
New Perspective Fund . . . . . . .   2107   2207   2307   2407   2507    2607
New World Fund . . . . . . . . . .   2136   2236   2336   2436   2536    2636
SMALLCAP World Fund  . . . . . . .   2135   2235   2335   2435   2535    2635
Washington Mutual Investors Fund .   2101   2201   2301   2401   2501    2601
BOND FUNDS
American High-Income Trust . . . .   2121   2221   2321   2421   2521    2621
The Bond Fund of America . . . . .   2108   2208   2308   2408   2508    2608
Capital World Bond Fund  . . . . .   2131   2231   2331   2431   2531    2631
Intermediate Bond Fund of America    2123   2223   2323   2423   2523    2623
Short-Term Bond Fund of America. .   2148   2248   2348   2448   2548    2648
U.S. Government Securities Fund  .   2122   2222   2322   2422   2522    2622
MONEY MARKET FUND
American Funds Money Market Fund .   2159   2259   2359   2459   2559    2659
___________

*Qualified for sale only in certain
jurisdictions.








                International Growth and Income Fund -- Page 68
<PAGE>





                                           FUND NUMBERS
                            ---------------------------------------------------
                                     CLASS  CLASS  CLASS  CLASS  CLASS   CLASS
FUND                        CLASS A   R-1    R-2    R-3    R-4    R-5     R-6
-------------------------------------------------------------------------------

AMERICAN FUNDS TARGET DATE RETIREMENT SERIES/(R)/
American Funds 2055 Target
Date Retirement Fund/SM/      082    2182   2282   2382   2482   2582    2682
American Funds 2050 Target
Date Retirement Fund/(R)/     069    2169   2269   2369   2469   2569    2669
American Funds 2045 Target
Date Retirement Fund/(R)/     068    2168   2268   2368   2468   2568    2668
American Funds 2040 Target
Date Retirement Fund/(R)/     067    2167   2267   2367   2467   2567    2667
American Funds 2035 Target
Date Retirement Fund/(R)/     066    2166   2266   2366   2466   2566    2666
American Funds 2030 Target
Date Retirement Fund/(R)/     065    2165   2265   2365   2465   2565    2665
American Funds 2025 Target
Date Retirement Fund/(R)/     064    2164   2264   2364   2464   2564    2664
American Funds 2020 Target
Date Retirement Fund/(R)/     063    2163   2263   2363   2463   2563    2663
American Funds 2015 Target
Date Retirement Fund/(R)/     062    2162   2262   2362   2462   2562    2662
American Funds 2010 Target
Date Retirement Fund/(R)/     061    2161   2261   2361   2461   2561    2661






                International Growth and Income Fund -- Page 69
<PAGE>






                                    APPENDIX

The following descriptions of debt security ratings are based on information
provided by Moody's Investors Service and Standard & Poor's Corporation.


                          DESCRIPTION OF BOND RATINGS

MOODY'S
LONG-TERM RATING DEFINITIONS

Aaa
Obligations rated Aaa are judged to be of the highest quality, with minimal
credit risk.


Aa
Obligations rated Aa are judged to be of high quality and are subject to very
low credit risk.


A
Obligations rated A are considered upper-medium grade and are subject to low
credit risk.


Baa
Obligations rated Baa are subject to moderate credit risk. They are considered
medium-grade and as such may possess certain speculative characteristics.


Ba
Obligations rated Ba are judged to have speculative elements and are subject to
substantial credit risk.


B
Obligations rated B are considered speculative and are subject to high credit
risk.


Caa
Obligations rated Caa are judged to be of poor standing and are subject to very
high credit risk.


Ca
Obligations rated Ca are highly speculative and are likely in, or very near,
default, with some prospect of recovery of principal and interest.


C
Obligations rated C are the lowest rated class of bonds and are typically in
default, with little prospect for recovery of principal or interest.


NOTE: Moody's appends numerical modifiers 1, 2, and 3 to each generic rating
classification from Aa through Caa. The modifier 1 indicates that the obligation
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of
that generic rating category.


                International Growth and Income Fund -- Page 70
<PAGE>


STANDARD & POOR'S
LONG-TERM ISSUE CREDIT RATINGS

AAA
An obligation rated AAA has the highest rating assigned by Standard & Poor's.
The obligor's capacity to meet its financial commitment on the obligation is
extremely strong.


AA
An obligation rated AA differs from the highest-rated obligations only in small
degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.


A
An obligation rated A is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.


BBB
An obligation rated BBB exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity of the obligor to meet its financial commitment on the
obligation.


BB, B, CCC, CC, AND C
Obligations rated BB, B, CCC, CC, and C are regarded as having significant
speculative characteristics. BB indicates the least degree of speculation and C
the highest. While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major
exposures to adverse conditions.


BB
An obligation rated BB is less vulnerable to nonpayment than other speculative
issues. However, it faces major ongoing uncertainties or exposure to adverse
business, financial, or economic conditions which could lead to the obligor's
inadequate capacity to meet its financial commitment on the obligation.


B
An obligation rated B is more vulnerable to nonpayment than obligations rated
BB, but the obligor currently has the capacity to meet its financial commitment
on the obligation. Adverse business, financial, or economic conditions will
likely impair the obligor's capacity or willingness to meet its financial
commitment on the obligation.


CCC
An obligation rated CCC is currently vulnerable to nonpayment and is dependent
upon favorable business, financial, and economic conditions for the obligor to
meet its financial commitment on the obligation. In the event of adverse
business, financial, or economic conditions, the obligor is not likely to have
the capacity to meet its financial commitment on the obligation.


CC
An obligation rated CC is currently highly vulnerable to nonpayment.


                International Growth and Income Fund -- Page 71
<PAGE>


C
A C rating is assigned to obligations that are currently highly vulnerable to
nonpayment, obligations that have payment arrearages allowed by the terms of the
documents, or obligations of an issuer that is the subject of a bankruptcy
petition or similar action which have not experienced a payment default. Among
others, the C rating may be assigned to subordinated debt, preferred stock or
other obligations on which cash payments have been suspended in accordance with
the instrument's terms.


D
An obligation rated D is in payment default. The D rating category is used when
payments on an obligation are not made on the date due even if the applicable
grace period has not expired, unless Standard & Poor's believes that such
payments will be made during such grace period. The D rating also will be used
upon the filing of a bankruptcy petition or the taking of a similar action if
payments on an obligation are jeopardized.


PLUS (+) OR MINUS (-)
The ratings from AA to CCC may be modified by the addition of a plus or minus
sign to show relative standing within the major rating categories.


                International Growth and Income Fund -- Page 72
<PAGE>


                    DESCRIPTION OF COMMERCIAL PAPER RATINGS

MOODY'S
COMMERCIAL PAPER RATINGS (HIGHEST THREE RATINGS)

P-1
Issuers (or supporting institutions) rated Prime-1 have a superior ability to
repay short-term debt obligations.


P-2
Issuers (or supporting institutions) rated Prime-2 have a strong ability to
repay short-term debt obligations.


P-3
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to
repay short-term obligations.


STANDARD & POOR'S
COMMERCIAL PAPER RATINGS (HIGHEST THREE RATINGS)

A-1
A short-term obligation rated A-1 is rated in the highest category by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is strong. Within this category, certain obligations are designated
with a plus sign (+). This indicates that the obligor's capacity to meet its
financial commitment on these obligations is extremely strong.


A-2
A short-term obligation rated A-2 is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligations in
higher rating categories. However, the obligor's capacity to meet its financial
commitment on the obligation is satisfactory.


A-3
A short-term obligation rated A-3 exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.




                International Growth and Income Fund -- Page 73
 
..
 
 

[logo – American Funds®]


International Growth and Income Fund SM
Investment portfolio
 
June 30, 2009
 
Common stocks — 79.31%
 
Shares
   
Value
(000)
 
             
FINANCIALS — 13.41%
           
Prudential PLC 1
    5,446,588     $ 37,043  
AXA SA 1
    1,661,790       31,407  
QBE Insurance Group Ltd. 1
    1,379,700       22,019  
HSBC Holdings PLC (Hong Kong) 1
    2,498,000       20,934  
Singapore Exchange Ltd. 1
    4,000,000       19,552  
Banco Santander, SA 1
    1,450,000       17,493  
Itaú Unibanco Banco Múltiplo SA, preferred nominative
    1,095,000       17,357  
BNP Paribas SA 1
    267,125       17,329  
Unibail-Rodamco, non-registered shares 1
    105,400       15,734  
Australia and New Zealand Banking Group Ltd. 1
    1,085,445       14,352  
UBS AG 1,2
    718,974       8,801  
ING Groep NV, depository receipts 1
    861,000       8,663  
Macquarie Group Ltd. 1
    200,000       6,284  
Sumitomo Mitsui Financial Group, Inc. 1
    155,000       6,268  
Lloyds Banking Group PLC 1
    5,300,000       6,097  
Société Générale 1
    108,870       5,938  
              255,271  
                 
                 
CONSUMER STAPLES — 11.76%
               
Anheuser-Busch InBev NV 1
    1,402,240       50,749  
British American Tobacco PLC 1
    1,710,500       47,230  
Unilever NV, depository receipts 1
    1,437,000       34,669  
Tesco PLC 1
    5,100,000       29,712  
Diageo PLC 1
    2,036,300       29,229  
Coca-Cola Amatil Ltd. 1
    2,514,198       17,421  
Beiersdorf AG 1
    158,300       7,460  
Kimberly-Clark de México, SAB de CV, Class A
    1,900,000       7,266  
              223,736  
                 
                 
TELECOMMUNICATION SERVICES — 10.48%
               
Telefónica, SA 1
    2,217,700       50,270  
Koninklijke KPN NV 1
    2,968,700       40,883  
Telefónica 02 Czech Republic, AS 1
    1,500,000       34,112  
Bell Aliant Regional Communications Income Fund
    855,000       19,380  
América Móvil, SAB de CV, Series L (ADR)
    424,000       16,417  
China Mobile Ltd. 1
    1,463,000       14,671  
Taiwan Mobile Co., Ltd. 1
    7,430,000       12,690  
France Télécom SA 1
    480,800       10,921  
              199,344  
                 
                 
ENERGY — 7.98%
               
TOTAL SA 1
    1,312,300       71,054  
Royal Dutch Shell PLC, Class B 1
    1,617,000       40,803  
Saipem SpA, Class S 1
    975,700       23,810  
OAO Gazprom (ADR) 1
    795,600       16,212  
              151,879  
                 
                 
INDUSTRIALS — 7.60%
               
Schneider Electric SA 1
    526,102       40,223  
Mitsubishi Corp. 1
    1,611,200       29,588  
Orkla AS 1
    3,789,000       27,587  
AB SKF, Class B 1
    1,700,000       21,010  
Qantas Airways Ltd. 1
    5,826,126       9,401  
Vallourec SA 1
    76,000       9,237  
Siemens AG 1
    110,000       7,613  
              144,659  
                 
                 
UTILITIES — 6.51%
               
GDF Suez 1
    972,340       36,313  
Hongkong Electric Holdings Ltd. 1
    5,784,000       32,176  
Cia. Energética de Minas Gerais — Cemig, preferred nominative
    1,174,875       15,779  
Snam Rete Gas SpA 1
    2,550,000       11,214  
CLP Holdings Ltd. 1
    1,550,000       10,283  
E.ON AG 1
    275,000       9,758  
RWE AG 1
    105,000       8,286  
              123,809  
                 
                 
INFORMATION TECHNOLOGY — 6.50%
               
Samsung Electronics Co., Ltd. 1
    76,000       35,237  
Taiwan Semiconductor Manufacturing Co. Ltd. 1
    17,902,000       29,774  
Keyence Corp. 1
    66,000       13,431  
Nokia Corp. 1
    918,100       13,394  
HTC Corp. 1
    720,000       10,137  
SAP AG 1
    250,000       10,076  
Cia. Brasileira de Meios de Pagamento, ordinary nominative 2
    1,089,000       9,353  
HOYA CORP. 1
    114,800       2,298  
              123,700  
                 
                 
MATERIALS — 6.29%
               
L’Air Liquide SA, non-registered shares 1
    317,000       29,019  
Impala Platinum Holdings Ltd. 1
    1,225,000       27,159  
Syngenta AG 1
    80,800       18,772  
BHP Billiton PLC (ADR)
    394,600       17,939  
BHP Billiton Ltd. (ADR)
    155,000       8,483  
Barrick Gold Corp.
    206,000       6,911  
Anglo American PLC (ZAR denominated) 1
    235,000       6,821  
CRH PLC 1
    200,000       4,584  
              119,688  
                 
                 
CONSUMER DISCRETIONARY — 4.34%
               
Toyota Motor Corp. 1
    889,700       33,633  
H & M Hennes & Mauritz AB, Class B 1
    420,700       21,028  
Cie. Générale des Établissements Michelin, Class B 1
    274,700       15,695  
OPAP SA 1
    350,000       9,293  
Vivendi SA 1
    127,381       3,050  
              82,699  
                 
                 
HEALTH CARE — 4.22%
               
Novartis AG 1
    530,000       21,544  
Roche Holding AG 1
    152,500       20,758  
Bayer AG, non-registered shares 1
    350,100       18,793  
CSL Ltd. 1
    390,000       10,083  
Smith & Nephew PLC 1
    1,242,400       9,206  
              80,384  
                 
                 
MISCELLANEOUS — 0.22%
               
Other common stocks in initial period of acquisition
            4,028  
                 
                 
Total common stocks (cost: $1,363,719,000)
            1,509,197  
                 
                 
                 
Preferred stocks — 1.98%
               
                 
FINANCIALS — 1.98%
               
Shinsei Finance II (Cayman) Ltd. 7.16% noncumulative 3,4
    34,515,000       14,140  
Shinsei Finance (Cayman) Ltd. 6.418% noncumulative 3,4
    8,740,000       3,201  
SMFG Preferred Capital USD 3 Ltd. 9.50% 3,4
    7,345,000       7,198  
SMFG Preferred Capital USD 2 Ltd. 8.75% noncumulative 3
    4,770,000       4,698  
Barclays Bank PLC 14.00%
    3,570,000       6,737  
Resona Preferred Global Securities (Cayman) Ltd. 7.191% 3,4
    2,355,000       1,721  
                 
Total preferred stocks (cost: $24,485,000)
            37,695  
                 
                 
   
Principal amount
         
Bonds & notes — 6.79%
    (000 )        
                 
FINANCIALS — 2.11%
               
Westfield Group 5.40% 2012 3
  $ 5,190       4,984  
Westfield Capital Corp. Ltd., WT Finance (Australia) Pty Ltd. and WEA Finance LLC 5.125% 2014 3
    2,690       2,423  
Westfield Group 5.70% 2016 3
    6,290       5,454  
Westfield Group 7.125% 2018 3
    13,515       12,563  
Royal Bank of Scotland Group PLC 5.00% 2014
    7,657       6,128  
Société Générale 6.999% (undated) 4
  6,200       5,956  
Resona Bank, Ltd. 5.85% (undated) 3,4
  $ 3,490       2,638  
              40,146  
                 
                 
BONDS & NOTES OF GOVERNMENTS OUTSIDE THE U.S. — 1.84%
               
Brazilian Treasury Bill 0% 2010
 
BRL40,200
      19,640  
Brazil (Federal Republic of) 10.00% 2012 1
    31,000       15,391  
              35,031  
                 
                 
CONSUMER DISCRETIONARY — 1.28%
               
DaimlerChrysler North America Holding Corp., Series E, 5.75% 2011
  $ 11,645       11,888  
DaimlerChrysler North America Holding Corp. 5.875% 2011
    2,000       2,034  
DaimlerChrysler North America Holding Corp. 7.75% 2011
    1,450       1,512  
DaimlerChrysler North America Holding Corp. 7.30% 2012
    4,642       4,810  
DaimlerChrysler North America Holding Corp. 6.50% 2013
    4,040       4,111  
              24,355  
                 
                 
CONSUMER STAPLES — 0.82%
               
British American Tobacco International Finance PLC 8.125% 2013 3
    12,159       13,217  
British American Tobacco International Finance PLC 9.50% 2018 3
    2,050       2,413  
              15,630  
                 
                 
INFORMATION TECHNOLOGY — 0.33%
               
NXP BV and NXP Funding LLC 3.881% 2013 4
    5,775       2,332  
NXP BV and NXP Funding LLC 7.875% 2014
    8,475       3,898  
              6,230  
                 
                 
ENERGY — 0.30%
               
Gaz Capital SA 7.343% 2013
    100       97  
Open Joint Stock Co. Gazprom 9.625% 2013
    3,500       3,622  
Gaz Capital SA 8.146% 2018
    1,005       920  
Gazprom International SA 7.201% 2020 5
    1,019       976  
Gaz Capital SA 7.288% 2037
    200       151  
              5,766  
                 
                 
TELECOMMUNICATION SERVICES — 0.11%
               
Digicel Group Ltd. 12.00% 2014 3
    2,000       2,030  
                 
                 
Total bonds & notes (cost: $109,221,000)
            129,188  
                 
                 
                 
Short-term securities — 11.87%
               
                 
Federal Home Loan Bank 0.16%–0.20% due 7/28–8/11/2009
    54,300       54,290  
Fannie Mae 0.22% due 10/19–10/26/2009
    33,500       33,464  
Calyon North America Inc. 0.23%–0.27% due 7/6–8/3/2009
    31,000       30,997  
Caisse d’Amortissement de la Dette Sociale 0.28% due 9/10/2009
    28,700       28,681  
General Electric Capital Corp. 0.15% due 7/1/2009
    18,400       18,400  
Abbott Laboratories 0.20% due 8/13/2009 3
    17,000       16,996  
Société Générale North America, Inc. 0.65% due 7/20/2009
    14,200       14,196  
Alcon Capital Corp. 0.20% due 7/13/2009 3
    13,400       13,399  
U.S. Treasury Bill 0.43% due 10/22/2009
    7,500       7,495  
Campbell Soup Co. 0.20% due 8/10/2009 3
    4,000       3,999  
Jupiter Securitization Co., LLC 0.28% due 8/10/2009 3
    4,000       3,999  
                 
Total short-term securities (cost: $225,925,000)
            225,916  
                 
                 
Total investment securities (cost: $1,723,350,000)
            1,901,996  
Other assets less liabilities
            838  
                 
Net assets
          $ 1,902,834  
 
“Miscellaneous” securities include holdings in their initial period of acquisition that have not previously been publicly disclosed.

1
Valued under fair value procedures adopted by authority of the board of directors. The total value of all such securities, including those in “Miscellaneous,” was $1,405,703,000, which represented 73.87% of the net assets of the fund. This amount includes $1,390,312,000 related to certain securities trading outside the U.S. whose values were adjusted as a result of significant market movements following the close of local trading.
2
Security did not produce income during the last 12 months.
3
Purchased in a transaction exempt from registration under the Securities Act of 1933. May be resold in the U.S. in transactions exempt from registration, normally to qualified institutional buyers. The total value of all such securities was $115,073,000, which represented 6.05% of the net assets of the fund.
4
Coupon rate may change periodically.
5
Principal payments may be made periodically. Therefore, the effective maturity date may be earlier than the stated maturity date.


Key to abbreviations and symbol

ADR = American Depositary Receipts
BRL = Brazilian reais
€ = Euros
 
 

 
Investments are not FDIC-insured, nor are they deposits of or guaranteed by a bank or any other entity, so you may lose money.
 
Investors should carefully consider the investment objectives, risks, charges and expenses of the American Funds. This and other important information is contained in each fund’s prospectus, which can be obtained from your financial professional and should be read carefully before investing.
 
 
 
MFGEFP-934-0809O-S22868
 
 
 
 
 
Summary investment portfolio, June 30, 2009
 
The following summary investment portfolio is designed to streamline the report and help investors better focus on a fund’s principal holdings.  For details on how to obtain a complete schedule of portfolio holdings, please see the inside back cover.
 
[begin pie chart]
Industry sector diversification ( percent of net assets)
 
 
 
         
Financials
    13.41 %
Consumer staples
    11.76  
Telecommunication services
    10.48  
Energy
    7.98  
Industrials
    7.60  
Other industries
    28.08  
Preferred stocks
    1.98  
Bonds & notes
    6.79  
Short-term securities & other assets less liabilities
    11.92  
[end pie chart]
 
 
Country diversification (percent of net assets)
 
 
 
         
Euro zone*
    34.1 %
United Kingdom
    14.6  
Japan
    6.2  
Australia
    6.0  
Switzerland
    3.7  
Taiwan
    2.8  
Hong Kong
    2.2  
Singapore
    1.0  
Other countries
    17.5  
Short-term securities & other assets less liabilities
    11.9  
   
*Countries using the euro as a common currency; those represented in the fund's portfolio are Belgium, Finland, France, Germany, Greece, Ireland, Italy, the Netherlands and Spain.
 
 
 
               
Percent
 
         
Value
   
of net
 
Common stocks  - 79.31%
 
Shares
      (000 )  
assets
 
                     
Financials  - 13.41%
                   
Prudential PLC (1)
    5,446,588     $ 37,043       1.95 %
A leading life insurance and pension provider. Has significant operations in the U.S. and the U.K. and is growing in the Asia/Pacific region.
                       
AXA SA (1)
    1,661,790       31,407       1.65  
Ranks among the world's largest insurance and financial services companies.
                       
QBE Insurance Group Ltd. (1)
    1,379,700       22,019       1.16  
An international insurance and reinsurance group.
                       
HSBC Holdings PLC (Hong Kong) (1)
    2,498,000       20,934       1.10  
One of the world's largest international banking and financial services organizations.
                       
Singapore Exchange Ltd. (1)
    4,000,000       19,552       1.03  
The sole integrated equity and derivatives exchange in Singapore.
                       
Banco Santander, SA (1)
    1,450,000       17,493       .92  
A leading Spanish bank, with a strong franchise in Latin America and the U.K.
                       
Itaú Unibanco Banco Múltiplo SA, preferred nominative
    1,095,000       17,357       .91  
One of Brazil's leading private commercial banks.
                       
BNP Paribas SA (1)
    267,125       17,329       .91  
This major French bank has operations around the globe.
                       
Unibail-Rodamco, non-registered shares (1)
    105,400       15,734       .82  
Invests in office properties and shopping centers throughout Europe.
                       
Société Générale (1)
    108,870       5,938       .31  
Has retail, corporate and investment banking operations around the world, with particular strength in Europe.
                       
Other securities
            50,465       2.65  
              255,271       13.41  
                         
Consumer staples  - 11.76%
                       
Anheuser-Busch InBev NV (1)
    1,402,240       50,749       2.67  
One of the world's largest brewers.
                       
British American Tobacco PLC (1)
    1,710,500       47,230       2.48  
The world's second-largest tobacco company.
                       
Unilever NV, depository receipts (1)
    1,437,000       34,669       1.82  
A global consumer goods company. Its products include Breyer's ice cream, Dove soap and Lipton teas.
                       
Tesco PLC (1)
    5,100,000       29,712       1.56  
Major international retailer based in the United Kingdom.
                       
Diageo PLC (1)
    2,036,300       29,229       1.54  
Sells spirits, wine and beer under brands including Guinness, Smirnoff and Johnnie Walker.
                       
Coca-Cola Amatil Ltd. (1)
    2,514,198       17,421       .92  
The leading Coca-Cola bottler for Australia and the Asia/Pacific region.
                       
Other securities
            14,726       .77  
              223,736       11.76  
                         
Telecommunication services  - 10.48%
                       
Telefónica, SA (1)
    2,217,700       50,270       2.64  
One of the premier providers of fixed and mobile telephone and Internet services in Spain and Latin America.
                       
Koninklijke KPN NV (1)
    2,968,700       40,883       2.15  
Global telecommunication services provider based in the Netherlands.
                       
Telefónica 02 Czech Republic, AS (1)
    1,500,000       34,112       1.79  
Provides phone services as well as Internet and data transmission services in the Czech Republic.
                       
Bell Aliant Regional Communications Income Fund
    855,000       19,380       1.02  
Telecommunication services provider operating in the U.S. and Canada.
                       
América Móvil, SAB de CV, Series L (ADR)
    424,000       16,417       .86  
Latin America's largest cellular communications provider.
                       
Other securities
            38,282       2.02  
              199,344       10.48  
                         
Energy  - 7.98%
                       
TOTAL SA (1)
    1,312,300       71,054       3.73  
One of the world's leading integrated oil and gas companies.
                       
Royal Dutch Shell PLC, Class B (1)
    1,617,000       40,803       2.15  
A global group of energy and oil companies.
                       
Saipem SpA, Class S (1)
    975,700       23,810       1.25  
Provides drilling and construction services to oil and gas companies worldwide.
                       
OAO Gazprom (ADR) (1)
    795,600       16,212       .85  
The largest natural gas producer and transporter in Russia.
                       
              151,879       7.98  
                         
Industrials  - 7.60%
                       
Schneider Electric SA (1)
    526,102       40,223       2.11  
An international supplier of industrial electrical equipment and industrial automation equipment.
                       
Mitsubishi Corp. (1)
    1,611,200       29,588       1.56  
A leading trading company in Japan, with diversified operations in fields such as energy, metals, machinery and food.
                       
Orkla AS (1)
    3,789,000       27,587       1.45  
Its core business areas include consumer products, chemicals and publishing. It also runs an investment portfolio of non-oil quoted stocks and private equity investments.
 
 
         
AB SKF, Class B (1)
    1,700,000       21,010       1.10  
Global manufacturer of bearings, seals, mechatronics and lubrication systems.
                       
Other securities
            26,251       1.38  
              144,659       7.60  
                         
Utilities  - 6.51%
                       
GDF Suez (1)
    972,340       36,313       1.91  
Major natural gas and electricity company based in France.
                       
Hongkong Electric Holdings Ltd. (1)
    5,784,000       32,176       1.69  
Its subsidiaries include a Hong Kong electric utility, an engineering consulting company and an international investment firm.
                       
Cia. Energética de Minas Gerais - Cemig, preferred nominative
    1,174,875       15,779       .83  
Generates and distributes electricity in the Brazilian state of Minas Gerais.
                       
Other securities
            39,541       2.08  
              123,809       6.51  
                         
Information technology  - 6.50%
                       
Samsung Electronics Co., Ltd. (1)
    76,000       35,237       1.85  
Korea's top electronics manufacturer and a global leader in semiconductor production.
                       
Taiwan Semiconductor Manufacturing Co. Ltd. (1)
    17,902,000       29,774       1.57  
One of the world's largest semiconductor manufacturers.
                       
Other securities
            58,689       3.08  
              123,700       6.50  
                         
Materials  - 6.29%
                       
L'Air Liquide SA, non-registered shares (1)
    317,000       29,019       1.52  
Global supplier of industrial gases.
                       
Impala Platinum Holdings Ltd. (1)
    1,225,000       27,159       1.43  
One of the world's largest platinum producers.
                       
Syngenta AG (1)
    80,800       18,772       .99  
One of the world's largest agrochemical companies. Develops seeds and crop protection products.
                       
BHP Billiton PLC (ADR)
    394,600       17,939       .94  
The world's largest diversified natural resources group, with operations principally in the Southern Hemisphere.
                       
Other securities
            26,799       1.41  
              119,688       6.29  
                         
Consumer discretionary  - 4.34%
                       
Toyota Motor Corp. (1)
    889,700       33,633       1.77  
One of the world's largest automotive manufacturers.
                       
H & M Hennes & Mauritz AB, Class B (1)
    420,700       21,028       1.10  
One of Europe's largest specialty fashion retailers.
                       
Cie. Générale des Établissements Michelin, Class B (1)
    274,700       15,695       .82  
One of the world's largest tire makers. Its brands include Uniroyal and Goodrich.
                       
Other securities
            12,343       .65  
              82,699       4.34  
                         
Health care  - 4.22%
                       
Novartis AG (1)
    530,000       21,544       1.13  
One of the world's largest pharmaceutical companies.
                       
Roche Holding AG (1)
    152,500       20,758       1.09  
A world leader in pharmaceuticals and diagnostic research.
                       
Bayer AG, non-registered shares (1)
    350,100       18,793       .99  
Makes pharmaceuticals and over-the-counter medicines, and develops medical diagnostic equipment.
                       
Other securities
            19,289       1.01  
              80,384       4.22  
                         
Miscellaneous  -  0.22%
                       
Other common stocks in initial period of acquisition
            4,028       .22  
                         
                         
Total common stocks (cost: $1,363,719,000)
            1,509,197       79.31  
                         
                         
                         
   
 
           
Percent
 
           
Value
   
of net
 
Preferred stocks  - 1.98%
   
Shares
      (000 )  
assets
 
                         
Financials - 1.98%
                       
Other securities
            37,695       1.98  
                         
                         
Total preferred stocks (cost: $24,485,000)
            37,695       1.98  
                         
                         
   
Principal
           
Percent
 
   
amount
   
Value
   
of net
 
Bonds & notes  - 6.79%
    (000 )     (000 )  
assets
 
                         
Financials  - 2.11%
                       
Westfield Group 5.40%-7.125% 2012-2018 (2)
  $ 24,995       23,001          
Westfield Capital Corp. Ltd., WT Finance (Australia) Pty Ltd. and WEA Finance LLC 5.125% 2014 (2)
    2,690       2,423       1.34  
Société Générale 6.999% (undated) (3)
  6,200       5,956       .31  
Other securities
            8,766       .46  
              40,146       2.11  
                         
Bonds & notes of governments outside the U.S.  - 1.84%
                       
Brazilian Treasury Bill 0% 2010
 
BRL40,200
      19,640          
Brazil (Federal Republic of) 10.00% 2012 (1)
    31,000       15,391       1.84  
              35,031       1.84  
                         
Consumer discretionary  - 1.28%
                       
DaimlerChrysler North America Holding Corp. 5.75%-7.75% 2011-2013
  $ 23,777       24,355       1.28  
              24,355       1.28  
                         
Consumer staples  - 0.82%
                       
British American Tobacco International Finance PLC 8.125%-9.50% 2013-2018 (2)
    14,209       15,630       .82  
              15,630       .82  
                         
Energy  - 0.30%
                       
Open Joint Stock Co. Gazprom 9.625% 2013
    3,500       3,622          
Gaz Capital SA 7.288%-8.146% 2013-2037
    1,305       1,168          
Gazprom International SA 7.201% 2020 (4)
    1,019       976       .30  
              5,766       .30  
Other - 0.44%
                       
Other securities
            8,260       .44  
                         
                         
                         
Total bonds & notes (cost: $109,221,000)
            129,188       6.79  
                         
                         
                         
   
Principal
           
Percent
 
   
amount
 
 
Value
   
of net
 
Short-term securities  - 11.87%
    (000 )     (000 )  
assets
 
                         
                         
Federal Home Loan Bank 0.16%-0.20% due 7/28-8/11/2009
  $ 54,300     $ 54,290       2.85 %
Fannie Mae 0.22% due 10/19-10/26/2009
    33,500       33,464       1.76  
Calyon North America Inc. 0.23%-0.27% due 7/6-8/3/2009
    31,000       30,997       1.63  
Caisse d'Amortissement de la Dette Sociale 0.28% due 9/10/2009
    28,700       28,681       1.51  
General Electric Capital Corp. 0.15% due 7/1/2009
    18,400       18,400       .97  
Abbott Laboratories 0.20% due 8/13/2009 (2)
    17,000       16,996       .89  
Société Générale North America, Inc. 0.65% due 7/20/2009
    14,200       14,196       .75  
Other securities
            28,892       1.51  
                         
                         
Total short-term securities (cost: $225,925,000)
            225,916       11.87  
                         
                         
Total investment securities (cost: $1,723,350,000)
            1,901,996       99.95  
Other assets less liabilities
            838       .05  
                         
Net assets
          $ 1,902,834       100.00 %
 
"Miscellaneous" securities include holdings in their initial period of acquisition that have not previously been publicly disclosed.
 
"Other securities" includes all issues that are not disclosed separately in the summary investment portfolio.
 
The following footnotes apply to either the individual securities noted or one or more of the securities aggregated and listed as a single line item.
 
(1) Valued under fair value procedures adopted by authority of the board of directors.  The total value of all such securities, including those in "Miscellaneous" and "Other securities," was $1,405,703,000, which represented 73.87% of the net assets of the fund. This amount includes $1,390,312,000 related to certain securities trading outside the U.S. whose values were adjusted as a result of significant market movements following the close of local trading.
(2) Purchased in a transaction exempt from registration under the Securities Act of 1933. May be resold in the U.S. in transactions exempt from registration, normally to qualified institutional buyers. The total value of all such securities , including those in "Other securities," was $115,073,000, which represented 6.05% of the net assets of the fund.
(3) Coupon rate may change periodically.
(4) Principal payments may be made periodically.  Therefore, the effective maturity date may be earlier than the stated maturity date.
  
 
Key to abbreviations and symbol
ADR = American Depositary Receipts
BRL = Brazilian reais
€ = Euros
 
The descriptions of the companies shown in the summary investment portfolio, which were obtained from published reports and other sources believed to be reliable, are supplemental and are not covered by the Report of Independent Registered Public Accounting Firm.
 
 
See Notes to Financial Statements
 
 
 
 
 
Financial statements
 
Statement of assets and liabilities
           
at June 30, 2009
 
  (dollars in thousands)
 
             
Assets:
           
 Investment securities, at value (cost: $1,723,350)
        $ 1,901,996  
 Cash denominated in currencies other than U.S. dollars
             
  (cost: $878)
          878  
 Cash
          67  
 Receivables for:
             
  Sales of investments
  $ 11,734          
  Sales of fund's shares
    9,306          
  Dividends and interest
    9,914       30,954  
              1,933,895  
Liabilities:
               
 Payables for:
               
  Purchases of investments
    26,709          
  Repurchases of fund's shares
    2,336          
  Investment advisory services
    897          
  Services provided by affiliates
    811          
  Directors' deferred compensation
    225          
  Other
    83       31,061  
Net assets at June 30, 2009
          $ 1,902,834  
                 
Net assets consist of:
               
 Capital paid in on shares of capital stock
          $ 1,721,424  
 Undistributed net investment income
            2,905  
 Accumulated net realized loss
            (521 )
 Net unrealized appreciation
            179,026  
Net assets at June 30, 2009
          $ 1,902,834  
 
 
  (dollars and shares in thousands, except per-share amounts)
 
Total authorized capital stock - 1,000,000 shares, $.001 par value (76,787 total shares outstanding)
       
   
Net assets
   
Shares outstanding
   
Net asset value per share*
 
Class A
  $ 1,423,533       57,442     $ 24.78  
Class B
    18,446       745       24.75  
Class C
    87,192       3,523       24.75  
Class F-1
    163,679       6,604       24.78  
Class F-2
    118,455       4,779       24.79  
Class 529-A
    9,385       379       24.77  
Class 529-B
    480       19       24.74  
Class 529-C
    1,776       72       24.72  
Class 529-E
    412       17       24.78  
Class 529-F-1
    116       5       24.79  
Class R-1
    1,709       69       24.76  
Class R-2
    3,267       132       24.74  
Class R-3
    2,678       108       24.78  
Class R-4
    1,860       75       24.79  
Class R-5
    6,241       251       24.86  
Class R-6
    63,605       2,567       24.78  
   
* Maximum offering price and redemption price per share were equal to the net asset value per share for all share classes, except for Classes A and 529-A, for which the maximum offering prices per share were $26.29 and $26.28, respectively.
 
                         
                         
See Notes to Financial Statements
                       
 
 
Statement of operations
           
for the period October 1, 2008 * to June 30, 2009
 
  (dollars in thousands)
             
Investment income:
           
 Income:
           
  Dividends (net of non-U.S. taxes of $4,324)
  $ 34,227        
  Interest
    9,310     $ 43,537  
                 
 Fees and expenses :
               
  Investment advisory services
    5,477          
  Distribution services
    2,801          
  Transfer agent services
    639          
  Administrative services
    228          
  Reports to shareholders
    41          
  Registration statement and prospectus
    309          
  Directors' compensation
    260          
  Auditing and legal
    59          
  Custodian
    220          
  State and local taxes
    1          
  Other
    55          
  Total fees and expenses before reimbursement / waiver
    10,090          
 Less reimbursement / waiver of fees and expenses:
               
  Investment advisory services
    100          
  Administrative services
    1          
  Other
    288          
  Total fees and expenses after reimbursement / waiver
            9,701  
 Net investment income
            33,836  
                 
Net realized gain and unrealized
               
 appreciation on investments and currency:
               
 Net realized (loss) gain on:
               
  Investments
    (534 )        
  Currency transactions
    855       321  
 Net unrealized appreciation on:
               
  Investments
    178,646          
  Currency translations
    380       179,026  
   Net realized gain and
               
    unrealized appreciation
               
    on investments and currency
            179,347  
Net increase in net assets resulting
               
 from operations
          $ 213,183  
                 
* Commencement of operations.
               
† Additional information related to class-specific fees and expenses is included in the Notes to Financial Statements.
                 
See Notes to Financial Statements
               
                 
                 
                 
                 
Statement of changes in net assets
               
for the period October 1, 2008* to June 30, 2009
      (dollars in thousands)
                 
                 
Operations:
               
 Net investment income
  $ 33,836          
 Net realized gain on investments and currency transactions
    321          
 Net unrealized appreciation on investments and currency translations
    179,026          
  Net increase in net assets resulting from operations
    213,183          
                 
Dividends paid to shareholders from net investment income
    (31,718 )        
                 
Net capital share transactions
    1,721,369          
                 
Total increase in net assets
    1,902,834          
                 
Net assets:
               
 Beginning of period
    -          
 End of period (including undistributed
               
  net investment income of $2,905)
  $ 1,902,834          
                 
* Commencement of operations.
               
                 
See Notes to Financial Statements
               
 
 
Notes to financial statements

1.  
Organization and significant accounting policies

Organization – International Growth and Income Fund, Inc. (the "fund") was organized on July 2, 2008, as a Maryland corporation. On September 10, 2008, the fund obtained its initial capitalization of $100,000 from the sale of 4,000 shares of Class A capital stock to Capital Research and Management Company (“CRMC”), the fund’s investment adviser. Operations commenced on October 1, 2008, upon the initial purchase of investment securities. The fund’s fiscal year ends on June 30. The fund is registered under the Investment Company Act of 1940 as an open-end, diversified management investment company. The fund seeks to provide long-term growth of capital with current income by investing primarily in the stocks of larger, well-established companies outside the U.S.

The fund has 16 share classes consisting of five retail share classes, five 529 college savings plan share classes and six retirement plan share classes. The 529 college savings plan share classes (529-A, 529-B, 529-C, 529-E and 529-F-1) can be used to save for college education. The six retirement plan share classes (R-1, R-2, R-3, R-4, R-5 and R-6) are generally offered only through eligible employer-sponsored retirement plans. The fund’s share classes are described below:

Share class
Initial sales charge
Contingent deferred sales charge upon redemption
Conversion feature
Classes A and 529-A
Up to 5.75%
None (except 1% for certain redemptions within one year of purchase without an initial sales charge)
None
Classes B and 529-B*
None
Declines from 5% to 0% for redemptions within six years of purchase
Classes B and 529-B convert to Classes A and 529-A, respectively, after eight years
Class C
None
1% for redemptions within one year of purchase
Class C converts to Class F-1 after 10 years
Class 529-C
None
1% for redemptions within one year of purchase
None
Class 529-E
None
None
None
Classes F-1, F-2 and 529-F-1
None
None
None
Classes R-1, R-2, R-3, R-4,  R-5 and R-6
None
None
None
 
*Effective April 21, 2009, Class B and 529-B shares of the fund are no longer available for purchase.

On May 1, 2009, the fund made an additional retirement plan share class (Class R-6) available for sale pursuant to an amendment to its registration statement filed with the Securities and Exchange Commission (“SEC”). Refer to the fund’s retirement plan prospectus for more details.

Holders of all share classes have equal pro rata rights to assets, dividends and liquidation proceeds.   Each share class has identical voting rights, except for the exclusive right to vote on matters affecting only its class. Share classes have different fees and expenses ("class-specific fees and expenses"), primarily due to different arrangements for distribution, administrative and shareholder services. Differences in class-specific fees and expenses will result in differences in net investment income and, therefore, the payment of different per-share dividends by each class.

Significant accounting policies – The financial statements have been prepared to comply with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the fund:

Net asset value – The fund generally determines its net asset value as of approximately 4:00 p.m. New York time each day the New York Stock Exchange is open.

Security valuation – Equity securities are valued at the official closing price of, or the last reported sale price on, the exchange or market on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price. Prices for each security are taken from the principal exchange or market in which the security trades. Fixed-income securities, including short-term securities purchased with more than 60 days left to maturity, are valued at prices obtained from one or more independent pricing vendors when such prices are available. However, where the investment adviser deems it appropriate to do so, such securities will be valued in good faith at the mean quoted bid and asked prices that are reasonably and timely available (or bid prices, if asked prices are not available) or at prices for securities of comparable maturity, quality and type. Vendors base bond prices on, among other things, valuation matrices that incorporate dealer-supplied valuations, proprietary pricing models and evaluations of the yield curve as of approximately 3:00 p.m. New York time. Securities with both fixed-income and equity characteristics, or equity securities traded principally among fixed-income dealers, are valued in the manner described above for either equity or fixed-income securities, depending on which method is deemed most appropriate by the investment adviser. Short-term securities purchased within 60 days to maturity are valued at amortized cost, which approximates market value. The value of short-term securities originally purchased with maturities greater than 60 days is determined based on an amortized value to par when they reach 60 days or less remaining to maturity.

Securities and other assets for which representative market quotations are not readily available or are considered unreliable by the investment adviser are fair valued as determined in good faith under guidelines adopted by authority of the fund's board of directors. Market quotations may be considered unreliable if events occur that materially affect the value of securities (particularly securities outside the U.S.) between the close of trading in those securities and the close of regular trading on the New York Stock Exchange. Various factors may be reviewed in order to make a good faith determination of a security’s fair value. These factors include, but are not limited to, the type and cost of the security; contractual or legal restrictions on resale of the security; relevant financial or business developments of the issuer; actively traded similar or related securities; conversion or exchange rights on the security; related corporate actions; significant events occurring after the close of trading in the security; and changes in overall market conditions. Fair valuations and valuations of investments that are not actively trading involve judgment and may differ materially from valuations that would have been used had greater market activity occurred.

Security transactions and related investment income – Security transactions are recorded by the fund as of the date the trades are executed with brokers. Realized gains and losses from security transactions are determined based on the specific identified cost of the securities. In the event a security is purchased with a delayed payment date, the fund will segregate liquid assets sufficient to meet its payment obligations. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis. Market discounts, premiums and original issue discounts on fixed-income securities are amortized daily over the expected life of the security.

Class allocations – Income, fees and expenses (other than class-specific fees and expenses) and realized and unrealized gains and losses are allocated daily among the various share classes based on their relative net assets. Class-specific fees and expenses, such as distribution, administrative and shareholder services, are charged directly to the respective share class.

Dividends and distributions to shareholders   Dividends and distributions paid to shareholders are recorded on the ex-dividend date.

Currency translation – Assets and liabilities, including investment securities, denominated in currencies other than U.S. dollars are translated into U.S. dollars at the exchange rates in effect on the valuation date. Purchases and sales of investment securities and income and expenses are translated into U.S. dollars at the exchange rates on the dates of such transactions. On the accompanying financial statements, the effects of changes in exchange rates on investment securities are included with the net realized gain or loss and net unrealized appreciation or depreciation on investments. The realized gain or loss and unrealized appreciation or depreciation resulting from all other transactions denominated in currencies other than U.S. dollars are disclosed separately.

2.  
Risk factors

Investing in the fund may involve certain risks including, but not limited to, those described below.

The prices of, and the income generated by, the common stocks and other securities held by the fund may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by the fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations.

Investments in securities issued by entities based outside the U.S. may also be affected by currency controls; different accounting, auditing, financial reporting, and legal standards and practices; expropriation; changes in tax policy; greater market volatility; differing securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. These risks may be heightened in connection with investments in developing countries. Investments in securities issued by entities domiciled in the U.S. may also be subject to many of these risks.


 3. Taxation and distributions                                                                                      

Federal income taxation – The fund complies with the requirements under Subchapter M of the Internal Revenue Code applicable to mutual funds and intends to distribute substantially all of its net taxable income and net capital gains each year. The fund is not subject to income taxes to the extent such distributions are made. Therefore, no federal income tax provision is required.

As of and during the period ended June 30, 2009, the fund did not have a liability for any unrecognized tax benefits. The fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statement of operations. During the period, the fund did not incur any interest or penalties.

The fund commenced operations on October 1, 2008; therefore, the fund’s only tax year, 2008, remains open for examination by U.S. federal and state tax authorities.

Non-U.S. taxation – Dividend and interest income is recorded net of non-U.S. taxes paid.

Distributions – Distributions paid to shareholders are based on net investment income and net realized gains determined on a tax basis, which may differ from net investment income and net realized gains   for financial reporting purposes. These differences are due primarily to differing treatment for items such as currency gains and losses; short-term capital gains and losses; deferred expenses; and income on certain investments.   The fiscal year in which amounts are distributed may differ from the year in which the net investment income and net realized gains are recorded by the fund for financial reporting purposes. The fund may also designate a portion of the amount paid to redeeming shareholders as a distribution for tax purposes.

During the period ended June 30, 2009, the fund reclassified $839,000 from accumulated net realized loss to undistributed net investment income; and reclassified $52,000 from undistributed net investment income and $3,000 from accumulated net realized loss to capital paid in on shares of capital stock to align financial reporting with tax reporting.

As of June 30, 2009, the tax basis components of distributable earnings, unrealized appreciation (depreciation) and cost of investment securities were as follows:

    (dollars in thousands)
 
Undistributed ordinary income
  $ 1,232  
Post-October capital loss deferrals (realized during the period November 1, 2008, through June 30, 2009) *
    (521 )
Gross unrealized appreciation on investment securities
    191,711  
Gross unrealized depreciation on investment securities
    (14,898 )
Net unrealized appreciation on investment securities
    176,813  
Cost of investment securities
    1,725,183  
*These deferrals are considered incurred in the subsequent year.
       

Ordinary income distributions paid to shareholders from net investment income and currency gains   were as follows (dollars in thousands):
 
Share class
 
For the period October 1, 2008 * to June 30, 2009
 
Class A
  $ 23,989  
Class B
    246  
Class C
    1,155  
Class F-1
    2,863  
Class F-2
    1,788  
Class 529-A
    143  
Class 529-B
    6  
Class 529-C
    22  
Class 529-E
    6  
Class 529-F-1
    2  
Class R-1
    23  
Class R-2
    43  
Class R-3
    42  
Class R-4
    32  
Class R-5
    523  
Class R-6 (†)
    835  
Total
  $ 31,718  
         
* Commencement of operations.
       
† Class R-6 was offered beginning May 1, 2009.
 

4. Fees and transactions with related parties

Capital Research and Management Company ("CRMC"), the fund’s investment adviser, is the parent company of American Funds Service Company® ("AFS"), the fund’s transfer agent, and American Funds Distributors,® Inc. ("AFD"), the principal underwriter of the fund’s shares.

Investment advisory services - The Investment Advisory and Service Agreement with CRMC provides   for monthly fees accrued daily. These fees are based on a declining series of annual rates beginning with 0.690% on the first $500 million of daily net assets and decreasing to 0.530% on such assets in excess of $1 billion. CRMC is currently waiving fees based on a proposed agreement that would continue this series of rate reductions to include additional annual rates of 0.500%, 0.480% and 0.470% over $1.5 billion, $2.5 billion, and $4.0 billion, respectively. The proposed agreement will be considered by the board of directors for approval in December 2009. CRMC also waived a portion of its investment advisory services fee commencing on October 1, 2008, and terminating on December 31, 2008 . During the period ended June 30, 2009, total investment advisory services fees waived by CRMC were $100,000. As a result, the fee shown on the accompanying financial statements of $5,477,000, which was equivalent to an annualized rate of 0.608%, was reduced to $5,377,000, or 0.597% of average daily net assets.

CRMC has agreed to reimburse a portion of the fees and expenses of the fund during its start-up period. This reimbursement may be adjusted or discontinued by CRMC at any time. For the period ending June 30, 2009, the total fees and expenses reimbursed by CRMC were $288,000. Fees and expenses in the statement of operations are presented gross of any reimbursements from CRMC.

Class-specific fees and expenses – Expenses that are specific to individual share classes are accrued directly to the respective share class. The principal class-specific fees and expenses are described below:

Distribution services – The fund has adopted plans of distribution for all share classes, except Classes F-2, R-5 and R-6. Under the plans, the board of directors approves certain categories of expenses that are used to finance activities primarily intended to sell fund shares and service existing accounts. The plans provide for payments, based on an annualized percentage of average daily net assets, ranging from 0.30% to 1.00% as noted below. In some cases, the board of directors has limited the amounts that may be paid to less than the maximum allowed by the plans.   All share classes with a plan may use up to 0.25% of average daily net assets to pay service fees, or to compensate AFD for paying service fees, to firms that have entered into agreements with AFD to provide certain shareholder services. The remaining amounts available to be paid under each plan are paid to dealers to compensate them for their sales activities.

For Classes A and 529-A, the board of directors has also approved the reimbursement of dealer and wholesaler commissions paid by AFD for certain shares sold without a sales charge. These classes reimburse AFD for amounts billed within the prior 15 months but only to the extent that the overall annual expense limit of 0.30% is not exceeded. As of June 30, 2009, there were no unreimbursed expenses subject to reimbursement for Classes A or 529-A.

Share class
Currently approved limits
Plan limits
Class A
0.30%
0.30%
Class 529-A
0.30
0.50
Classes B and 529-B
1.00
1.00
Classes C, 529-C and R-1
1.00
1.00
Class R-2
0.75
1.00
Classes 529-E and R-3
0.50
0.75
Classes F-1, 529-F-1 and R-4
0.25
0.50

Transfer agent services   The fund has   a transfer agent agreement with AFS for Classes A and B. Under this agreement, these share classes compensate AFS for transfer agent services including shareholder recordkeeping, communications and transaction processing. AFS is also compensated for certain transfer agent services provided to all other share classes from the administrative services fees paid to CRMC described on the following page.

Administrative services – The fund has an administrative services agreement with CRMC to provide transfer agent and other related shareholder services for all share classes other than Classes A and B. Each relevant share class pays CRMC annual fees up to 0.15% (0.10% for Class R-5 and 0.05% for Class R-6) based on its respective average daily net assets. Each relevant share class also pays AFS additional amounts for certain transfer agent services. CRMC and AFS may use these fees to compensate third parties for performing these services. CRMC has agreed to pay AFS on the fund's behalf for a portion of the transfer agent services fees for some of the retirement plan share classes. For the year ended June 30, 2009, the total administrative services fees paid by CRMC were $32, $697, and $45 for Classes R-1, R-2 and R-4, respectively. Administrative services fees are presented gross of any payments made by CRMC. Each 529 share class is subject to an additional administrative services fee payable to the Commonwealth of Virginia for the maintenance of the 529 college savings plan.   The quarterly fee is based on a declining series of annual rates beginning with 0.10% on the first $30 billion of the net assets invested in Class 529 shares of the American Funds and decreasing to 0.06% on such assets between $120 billion and $150 billion. The fee for any given calendar quarter is accrued and calculated on the basis of the average net assets of Class 529 shares of the American Funds for the last month of the prior calendar quarter. Although these amounts are included with administrative services fees on the accompanying financial statements, the Commonwealth of Virginia is not considered a related party.

Expenses under the agreements described above for the period ended June 30, 2009, were as follows (dollars in thousands):

Share class
Distribution services
Transfer agent services
Administrative services
CRMC administrative services
Transfer agent services
Commonwealth of Virginia administrative services
Class A
$2,071
$631
Not applicable
Not applicable
Not applicable
Class B
 81
 8
Not applicable
Not applicable
Not applicable
Class C
 392
 
 
 
 
 
 
Included
in
administrative services
$45
$5
Not applicable
Class F-1
213
87
8
Not applicable
Class F-2
 Not applicable
 19
3
Not applicable
Class 529-A
 10
 3
 -*
$ 3
Class 529-B
 2
 -*
 -*
-*
Class 529-C
 5
 -*
 -*
1
Class 529-E
 1
 -*
 -*
-*
Class 529-F-1
 -
 -*
 -*
-*
Class R-1
 9
1
 -*
Not applicable
Class R-2
 9
1
4
Not applicable
Class R-3
 6
1
1
Not applicable
Class R-4
 2
1
 -*
Not applicable
Class R-5
Not applicable
38
2
Not applicable
Class R-6
Not applicable
5
 -*
Not applicable
Total
$2,801
$639
$201
$23
$4
* Amount less than one thousand.
† Class R-6 was offered beginning May 1, 2009.

Directors’ deferred compensation – Since the adoption of the deferred compensation plan in 2008, directors who are unaffiliated with CRMC   may elect to defer the cash payment of part or all of their compensation. These deferred amounts, which remain as liabilities of the fund, are treated as if invested in shares of the fund or other American Funds. These amounts represent general, unsecured liabilities of the fund and vary according to the total returns of the selected funds. Directors’ compensation of $260,000, shown on the accompanying financial statements, includes $249,000 in current fees (either paid in cash or deferred) and a net increase of $11,000 in the value of the deferred amounts.

Affiliated officers and directors – Officers and certain directors of the fund are or may be considered to be affiliated with CRMC, AFS and AFD. No affiliated officers or directors received any compensation directly from the fund.

5. Disclosure of fair value measurements

The fund classifies its assets and liabilities into three levels based on the method used to value the assets or liabilities.   Level 1 values are based on quoted prices in active markets for identical securities. Level 2 values are based on significant observable market inputs, such as quoted prices for similar securities and quoted prices in inactive markets. Level 3 values are based on significant unobservable inputs that reflect the fund’s determination of assumptions that market participants might reasonably use in valuing the securities. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. For example, U.S. government securities are generally high-quality and liquid; however, they are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.   The following table presents the fund’s valuation levels as of June 30, 2009 (dollars in thousands):
 
Investment securities:
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks:
                       
 Financials
  $ 17,357     $ 237,914 *     -     $ 255,271  
 Consumer staples
    7,266       216,470 *     -       223,736  
 Telecommunication services
    35,797       163,547 *     -       199,344  
 Energy
    -       151,879 *     -       151,879  
 Industrials
    -       144,659 *     -       144,659  
 Utilities
    15,779       108,030 *     -       123,809  
 Information technology
    9,353       114,347 *     -       123,700  
 Materials
    33,333       86,355 *     -       119,688  
 Consumer discretionary
    -       82,699 *     -       82,699  
 Health care
    -       80,384 *     -       80,384  
 Miscellaneous
    -       4,028 *     -       4,028  
Preferred stocks
    -       37,695       -       37,695  
Bonds & notes:
                               
 Corporate bonds
    -       94,157       -       94,157  
 Bonds & notes of governments outside the U.S.
    -       35,031       -       35,031  
Short-Term securities
    -       225,916       -       225,916  
Total
  $ 118,885     $ 1,783,111       -     $ 1,901,996  
                                 
                                 
(*) Includes certain securities trading outside the U.S. whose values were adjusted as a result of significant market movements following the close of local trading; therefore, $1,390,312,000 of investment securities were classified as Level 2 instead of Level 1.
 
                                 

6. Capital share transactions

Capital share transactions in the fund were as follows (dollars and shares in thousands):
 
Share class
 
Sales (1)
   
Reinvestments of
dividends
   
Repurchases (1)
     
Net increase
(decrease)
 
   
Amount
 
Shares
   
Amount
 
Shares
     
Amount
     
Shares
     
Amount
   
Shares
 
For the period October 1, 2008 (2) to June 30, 2009
                                   
Class A
  $ 1,603,055     71,931     $ 22,459     951       $ (337,133 )     (15,440 )     $ 1,288,381       57,442  
Class B
    19,871     892       238     10         (3,432 )     (157 )       16,677       745  
Class C
    94,262     4,243       1,084     46         (16,463 )     (766 )       78,883       3,523  
Class F-1
    202,238     9,160       2,522     107         (58,705 )     (2,663 )       146,055       6,604  
Class F-2
    123,875     5,175       1,397     58         (9,869 )     (454 )       115,403       4,779  
Class 529-A
    8,565     383       142     6         (233 )     (10 )       8,474       379  
Class 529-B
    454     20       6     -     (3)     (18 )     (1 )       442       19  
Class 529-C
    1,681     75       22     1         (84 )     (4 )       1,619       72  
Class 529-E
    383     17       6     -     (3)     (13 )     -     (3)     376       17  
Class 529-F-1
    105     5       2     -     (3)     -     (3)   -     (3)     107       5  
Class R-1
    1,749     74       9     -     (3)     (102 )     (5 )       1,656       69  
Class R-2
    3,146     136       28     1         (109 )     (5 )       3,065       132  
Class R-3
    2,664     116       25     1         (187 )     (9 )       2,502       108  
Class R-4
    1,760     75       14     -     (3)     (8 )     -     (3)     1,766       75  
Class R-5
    120,587     5,442       470     22         (124,674 )     (5,213 )       (3,617 )     251  
Class R-6 (4)
    58,826     2,536       835     34         (81 )     (3 )       59,580       2,567  
Total net increase
                                                         
   (decrease)
  $ 2,243,221     100,280     $ 29,259     1,237       $ (551,111 )     (24,730 )     $ 1,721,369       76,787  
                                                                 
                                                                 
(1) Includes exchanges between share classes of the fund.
                                     
(2) Commencement of operations.
                                                   
(3)Amount less than one thousand.
                                                   
(4)Class R-6 was offered beginning May 1, 2009.
                                           

7. Investment transactions and other disclosures

The fund made purchases and sales of investment securities, excluding short-term securities and U.S. government obligations, if any, of $1,826,787,000 and $331,341,000, respectively, during the period ended June 30, 2009.

CRMC has agreed to bear all offering and organizational expenses of the fund. The offering costs include state and SEC registration fees. Organizational costs include administrative and legal fees. The total amount of offering and organizational expenses borne by CRMC was $354,000. These expenses are not included in the accompanying financial statements.

8. Subsequent events

As of August 10, 2009, the date the financial statements were available to be issued, no subsequent events or transactions had occurred that would have materially impacted the financial statements as presented.
 
 
Financial highlights (1)

         
Income from investment operations (2)
                                           
   
Net asset value, beginning of period
   
Net investment income
   
Net (losses) gains on securities (both realized and unrealized)
   
Total from investment operations
   
Dividends (from net investment income)
   
Net asset value, end of period
   
Total return (3) (4)
   
Net assets, end of period (in millions)
   
Ratio of expenses to average net assets before reimbursements/
waivers
   
Ratio of expenses to average net assets after reimbursements/
waivers (4)
   
Ratio of net income to average net assets (4)
 
Class A:
                                                                 
Period from 10/1/2008 (5) to 6/30/2009
  $ 25.00     $ .62     $ (.39 )   $ .23     $ (.45 )   $ 24.78       1.04 %   $ 1,424       1.11 % (6)     1.06 % (6)     3.73 % (6)
Class B:
                                                                                       
Period from 10/1/2008 (5) to 6/30/2009
    25.00       .53       (.42 )     .11       (.36 )     24.75       .49       18       1.81 (6)     1.77 (6)     3.16 (6)
Class C:
                                                                                       
Period from 10/1/2008 (5) to 6/30/2009
    25.00       .51       (.41 )     .10       (.35 )     24.75       .48       87       1.84 (6)     1.80 (6)     3.07 (6)
Class F-1:
                                                                                       
Period from 10/1/2008 (5) to 6/30/2009
    25.00       .63       (.39 )     .24       (.46 )     24.78       1.06       164       1.07 (6)     1.03 (6)     3.76 (6)
Class F-2:
                                                                                       
Period from 10/1/2008 (5) to 6/30/2009
    25.00       .60       (.31 )     .29       (.50 )     24.79       1.28       119       .82 (6)     .76 (6)     3.57 (6)
Class 529-A:
                                                                                       
Period from 10/1/2008 (5) to 6/30/2009
    25.00       .70       (.49 )     .21       (.44 )     24.77       .96       9       1.20 (6)     1.16 (6)     4.16 (6)
Class 529-B:
                                                                                       
Period from 10/1/2008 (5) to 6/30/2009
    25.00       .50       (.41 )     .09       (.35 )     24.74       .43    
_ (7)
      1.93 (6)     1.88 (6)     3.00 (6)
Class 529-C:
                                                                                       
Period from 10/1/2008 (5) to 6/30/2009
    25.00       .65       (.57 )     .08       (.36 )     24.72       .41       2       1.91 (6)     1.88 (6)     3.81 (6)
Class 529-E:
                                                                                       
Period from 10/1/2008 (5) to 6/30/2009
    25.00       .74       (.56 )     .18       (.40 )     24.78       .82    
_ (7)
      1.39 (6)     1.35 (6)     4.36 (6)
Class 529-F-1:
                                                                                       
Period from 10/1/2008 (5) to 6/30/2009
    25.00       .76       (.49 )     .27       (.48 )     24.79       1.18    
_ (7)
      .90 (6)     .86 (6)     4.48 (6)
Class R-1:
                                                                                       
Period from 10/1/2008 (5) to 6/30/2009
    25.00       .45       (.34 )     .11       (.35 )     24.76       .52       2       1.82 (6)     1.77 (6)     2.68 (6)
Class R-2:
                                                                                       
Period from 10/1/2008 (5) to 6/30/2009
    25.00       .54       (.44 )     .10       (.36 )     24.74       .48       3       1.88 (6)     1.78 (6)     3.22 (6)
Class R-3:
                                                                                       
Period from 10/1/2008 (5) to 6/30/2009
    25.00       .61       (.42 )     .19       (.41 )     24.78       .85       3       1.38 (6)     1.33 (6)     3.64 (6)
Class R-4:
                                                                                       
Period from 10/1/2008 (5) to 6/30/2009
    25.00       .61       (.37 )     .24       (.45 )     24.79       1.09       2       1.07 (6)     1.02 (6)     3.63 (6)
Class R-5:
                                                                                       
Period from 10/1/2008 (5) to 6/30/2009
    25.00       .76       (.47 )     .29       (.43 )     24.86       1.28       6       .81 (6)     .78 (6)     4.65 (6)
Class R-6:
                                                                                       
Period from 5/1/2009 to 6/30/2009
    22.97       .25       1.90       2.15       (.34 )     24.78       9.38       64       .12       .12       1.01  

 
For the period
10/1/2008 (5) to 6/30/2009
 
 
 
 
Portfolio turnover rate for all classes of shares
33%
 
 
 
(1) Based on operations for the periods shown (unless otherwise noted) and, accordingly, is not representative of a full year.
               
(2) Based on average shares outstanding.
                     
(3) Total returns exclude any applicable sales charges, including contingent deferred sales charges.
           
(4) This column reflects the impact, if any, of certain reimbursements/waivers from CRMC. During some of the periods shown, CRMC reduced fees for investment advisory services and reimbursed other fees and expenses. In addition, during some of the periods shown, CRMC paid a portion of the fund's transfer agent fees for certain retirement plan share classes.
(5) Commencement of operations.
                     
(6) Annualized.
                     
(7) Amount less than $1 million.
                     
                       
See Notes to Financial Statements
                     
 
 




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of
International Growth and Income Fund, Inc.:
 
We have audited the accompanying statement of assets and liabilities, including the investment portfolio and the summary investment portfolio, of International Growth and Income Fund, Inc. (the “Fund”), as of June 30, 2009, and the related statement of operations, changes in net assets, and the financial highlights for the period October 1, 2008 (commencement of operations) through June 30, 3009.  These financial statements and financial highlights are the responsibility of the Fund's management.  Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.  The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  Our procedures included confirmation of securities owned as of June 30, 2009, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures.  We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of International Growth and Income Fund, Inc. as of June 30, 2009, the results of its operations, changes in its net assets, and the financial highlights for the period October 1, 2008 (commencement of operations) through June 30, 2009, in conformity with accounting principles generally accepted in the United States of America.
 
 
DELOITTE & TOUCHE LLP
 
Costa Mesa, California
August 10, 2009

 

Tax information                             
                                                                                                     unaudited

We are required to advise you within 60 days of the fund’s fiscal year-end regarding the federal tax status of certain distributions received by shareholders during such fiscal year. The fund hereby designates the following amounts for the fund’s fiscal period ended June 30, 2009:

Foreign taxes
 
$0.06 per share
 
Foreign source income
 
$0.58 per share
 
Qualified dividend income
    100 %
U.S. government income that may be exempt from state taxation
  $ 45,000  

Individual shareholders should refer to their Form 1099 or other tax information, which will be mailed in January 2010, to determine the calendar year amounts to be included on their 2009 tax returns. Shareholders should consult their tax advisers .


 
 
 
International Growth and Income Fund

Part C
Other Information


Item 28.  Exhibits for Registration Statement (1940 Act No. 811-22215 and 1933 Act No. 333-152323)
 
(a)
Articles of Incorporation – Certificate of Trust and Agreement and Declaration of Trust

(b)
By-laws – By-laws

(c)
Instruments Defining Rights of Security Holders – None

(d)
Investment Advisory Contracts – Investment Advisory and Service Agreement dated 3/1/10

(e)
Underwriting Contracts – Form of Selling Group Agreement; Form of Bank/Trust Company Selling Group Agreement; Form of Class F Share Participation Agreement; Form of Bank/Trust Company Participation Agreement for Class F Shares; and Form of Principal Underwriting Agreement effective 3/1/2010

(f)
Bonus or Profit Sharing Contracts – Deferred Compensation Plan effective 8/7/09

(g)
Custodian Agreements – Form of Global Custody Agreement dated 12/21/06 – previously filed (see P/E Amendment No. 2 filed 9/22/08)

(h)
Other Material Contracts – Form of Shareholder Services Agreement dated 3/1/2010; Form of Indemnification Agreement; Form of Administrative Services Agreement effective 3/1/2010; and Form of Agreement and Plan of Reorganization dated 8/24/2009

(i)
Legal Opinion – Legal Opinion

(j)
Other Opinions – Consent of Independent Registered Public Accounting Firm

(k)
Omitted Financial Statements - none

(l)
Initial Capital Agreements – Investment Letters dated 8/4/08 and 9/9/08 – previously filed (see P/E Amendment No. 2 filed 9/22/08)

(m)
Rule 12b-1 Plan – Forms of Plans of Distribution for Classes A, B, C, F-1, 529-A, 529-B, 529-C, 529-E, 529-F-1, R-1, R-2, R-3 and R-4 dated 3/1/10

(n)
Rule 18f-3 Plan – Form of Multiple Class Plan dated 3/1/2010

(o)
Reserved

(p)
Code of Ethics – Code of Ethics for The Capital Group Companies dated June 2009 and Code of Ethics for the Registrant dated December 2005
 
 
 
Item 29.                      Persons Controlled by or Under Common Control with the Fund

None


Item 30.                      Indemnification

The Registrant is a joint-insured under Investment Adviser/Mutual Fund Errors and Omissions Policies, which insure its officers and trustees against certain liabilities.  However, in no event will Registrant maintain insurance to indemnify any such person for any act for which Registrant itself is not permitted to indemnify the individual.

Article 8 of the Registrant's Declaration of Trust as well as the indemnification agreements that the Registrant has entered into with each of its trustees who is not an “interested person” of the Registrant (as defined under the Investment Company Act of 1940, as amended), provide in effect that the Registrant will indemnify its officers and trustees against any liability or expenses actually and reasonably incurred by such person in any proceeding arising out of or in connection with his or her service to the Registrant, to the fullest extent permitted by applicable law, subject to certain conditions.  In accordance with Section 17(h) and 17(i) of the Investment Company Act of 1940, as amended, and their respective terms, these provisions do not protect any person against any liability to the Registrant or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Registrant will comply with the indemnification requirements contained in the Investment Company Act of 1940, as amended, and Release Nos. 7221 (June 9, 1972) and 11330 (September 4, 1980).


Item 31.                      Business and Other Connections of the Investment Adviser

None


Item 32.                      Principal Underwriters

(a)           American Funds Distributors, Inc. is the Principal Underwriter of shares of: AMCAP Fund, Inc., American Balanced Fund, The American Funds Income Series, American Funds Money Market Fund, American Funds Short-Term Tax-Exempt Bond Fund, American Funds Target Date Retirement Series, Inc., The American Funds Tax-Exempt Series I, The American Funds Tax-Exempt Series II, American High-Income Municipal Bond Fund, Inc., American High-Income Trust, American Mutual Fund, Inc., The Bond Fund of America, Inc., Capital Income Builder, Inc., Capital World Bond Fund, Inc., Capital World Growth and Income Fund, Inc., Endowments, EuroPacific Growth Fund, Fundamental Investors, Inc., The Growth Fund of America, Inc., The Income Fund of America, Inc., Intermediate Bond Fund of America, International Growth and Income Fund, The Investment Company of America, Limited Term Tax-Exempt Bond Fund of America, The New Economy Fund, New Perspective Fund, Inc., New World Fund, Inc., Short-Term Bond Fund of America, Inc., SMALLCAP World Fund, Inc., The Tax-Exempt Bond Fund of America, Inc. and Washington Mutual Investors Fund, Inc.

(b)

 
(1)
Name and Principal
Business Address
 
(2)
Positions and Offices
with Underwriter
(3)
Positions and Offices
with Registrant
LAO
David L. Abzug
 
Vice President
None
IRV
Laurie M. Allen
 
Senior Vice President
None
LAO
William C. Anderson
 
Vice President
None
LAO
Robert B. Aprison
 
Senior Vice President
None
LAO
T. Patrick Bardsley
 
Regional Vice President
None
LAO
Shakeel A. Barkat
 
Vice President
None
IRV
Carl R. Bauer
 
Vice President
None
LAO
Michelle A. Bergeron
 
Senior Vice President
None
LAO
Roger J. Bianco, Jr.
 
Regional Vice President
None
LAO
John A. Blanchard
 
Senior Vice President
None
LAO
Randall L. Blanchetti
 
Regional Vice President
None
LAO
Gerard M. Bockstie, Jr.
 
Regional Vice President
None
LAO
Jonathan W. Botts
Vice President
None
LAO
Bill Brady
Director, Senior Vice President
None
LAO
Mick L. Brethower
 
Senior Vice President
None
LAO
C. Alan Brown
 
Vice President
None
IRV
William H. Bryan
 
Regional Vice President
None
LAO
Sheryl M. Burford
 
Assistant Vice President
None
LAO
Steven Calabria
 
Vice President
None
LAO
Thomas E. Callahan
 
Regional Vice President
None
LAO
Damian F. Carroll
 
Director, Vice President
None
LAO
James D. Carter
 
Vice President
None
LAO
Brian C. Casey
 
Senior Vice President
None
LAO
Victor C. Cassato
 
Senior Vice President
None
LAO
Christopher J. Cassin
 
Senior Vice President
None
LAO
Denise M. Cassin
Director, Senior Vice President and Director of Intermediary Relations
None
LAO
David D. Charlton
 
Director, Senior Vice President and Director of Marketing
 
None
LAO
Thomas M. Charon
Vice President
None
LAO
Paul A. Cieslik
 
Vice President
None
LAO
Kevin G. Clifford
 
 
Director, President and
Chief Executive Officer
 
None
LAO
Ruth M. Collier
 
Senior Vice President
None
LAO
Charles H. Cote
 
Regional Vice President
None
SNO
Kathleen D. Cox
 
Vice President
None
LAO
Michael D. Cravotta
 
Assistant Vice President
None
LAO
Joseph G. Cronin
 
Vice President
None
LAO
D. Erick Crowdus
 
Regional Vice President
None
LAO
William F. Daugherty
 
Senior Vice President
None
LAO
Peter J. Deavan
 
Regional Vice President
None
LAO
Daniel J. Delianedis
Senior Vice President
None
LAO
James W. DeLouise
 
Assistant Vice President
None
LAO
James A. DePerno, Jr.
 
Senior Vice President
None
LAO
Bruce L. DePriester
 
 
 
Director,
Senior Vice President,
Treasurer and Controller
 
None
LAO
Dianne M. Dexter
 
Assistant Vice President
None
LAO
Thomas J. Dickson
 
Vice President
None
NYO
Dean M. Dolan
 
Vice President
None
LAO
Hedy B. Donahue
 
Assistant Vice President
None
LAO
Michael J. Downer
 
Director
None
LAO
Craig A. Duglin
 
Regional Vice President
None
LAO
Timothy L. Ellis
Senior Vice President
None
LAO
Lorna Fitzgerald
 
Vice President
None
LAO
William F. Flannery
 
Vice President
None
LAO
John R. Fodor
 
 
Director, Executive Vice President
None
SNO
Michael J. Franchella
 
Assistant Vice President
None
LAO
Charles L. Freadhoff
 
Vice President
None
LAO
Daniel B. Frick
 
Senior Vice President
None
LAO
J. Christopher Gies
 
Senior Vice President
None
LAO
David M. Givner
 
Secretary
None
LAO
Jack E. Goldin
 
Vice President
None
LAO
Earl C. Gottschalk
 
Vice President
None
LAO
Jeffrey J. Greiner
 
Director, Senior Vice President
None
LAO
Eric M. Grey
Senior Vice President
None
NYO
Maura S. Griffin
 
Assistant Vice President
None
LAO
Christopher M. Guarino
 
Senior Vice President
None
IRV
Steven Guida
 
Director, Senior Vice President
None
LAO
Derek S. Hansen
Vice President
None
LAO
Robert J. Hartig, Jr.
 
Vice President
None
LAO
Craig W. Hartigan
 
Regional Vice President
None
LAO
Linda Molnar Hines
 
Vice President
None
LAO
Russell K. Holliday
 
Vice President
None
LAO
Heidi Horwitz-Marcus
 
Vice President
None
LAO
Kevin B. Hughes
 
Vice President
None
LAO
Marc Ialeggio
 
Vice President
None
HRO
Jill Jackson-Chavis
 
Vice President
None
IND
David K. Jacocks
 
Assistant Vice President
None
LAO
Linda Johnson
 
Vice President
None
GVO-1
Joanna F. Jonsson
 
Director
None
LAO
Marc J. Kaplan
 
Vice President
None
LAO
John P. Keating
 
Senior Vice President
None
LAO
Brian G. Kelly
Vice President
None
LAO
Ryan C. Kidwell
 
Regional Vice President
None
LAO
Mark Kistler
 
Regional Vice President
None
NYO
Dorothy Klock
 
Vice President
None
IRV
Elizabeth K. Koster
 
Vice President
None
LAO
Christopher F. Lanzafame
 
Regional Vice President
None
IRV
Laura Lavery
 
Vice President
None
LAO
R. Andrew LeBlanc
 
Vice President
None
LAO
Clay M. Leveritt
 
Regional Vice President
None
LAO
Susan B. Lewis
 
Assistant Vice President
None
LAO
T. Blake Liberty
 
Vice President
None
LAO
Lorin E. Liesy
 
Vice President
None
LAO
Louis K. Linquata
 
Vice President
None
LAO
Brendan T. Mahoney
 
Senior Vice President
None
LAO
Nathan G. Mains
 
Regional Vice President
None
LAO
Stephen A. Malbasa
 
Director, Senior Vice President and Director of Retirement Plan Business
None
LAO
Paul R. Mayeda
 
Assistant Vice President
None
LAO
Eleanor P. Maynard
 
Vice President
None
LAO
Joseph A. McCreesh, III
 
Regional Vice President
None
LAO
Will McKenna
 
Vice President
None
LAO
Scott M. Meade
 
Senior Vice President
None
LAO
Daniel P. Melehan
 
Regional Vice President
None
LAO
William T. Mills
 
Regional Vice President
None
LAO
James R. Mitchell III
 
Regional Vice President
None
LAO
Charles L. Mitsakos
 
Regional Vice President
None
LAO
Monty L. Moncrief
 
Vice President
None
LAO
David H. Morrison
 
Vice President
None
LAO
Andrew J. Moscardini
 
Vice President
None
LAO
Brian D. Munson
 
Regional Vice President
None
LAO
Jon Christian Nicolazzo
 
Regional Vice President
None
LAO
Jack Nitowitz
 
Assistant Vice President
None
LAO
William E. Noe
 
Senior Vice President
None
LAO
Matthew P. O’Connor
 
Vice President
None
LAO
Jonathan H. O’Flynn
 
Regional Vice President
None
LAO
Eric P. Olson
 
Senior Vice President
None
LAO
Jeffrey A. Olson
 
Vice President
None
LAO
Thomas A. O’Neil
 
Regional Vice President
None
LAO
Shawn M. O’Sullivan
 
Regional Vice President
None
LAO
W. Burke Patterson, Jr.
 
Vice President
None
LAO
Gary A. Peace
 
Senior Vice President
None
LAO
Samuel W. Perry
Vice President
None
LAO
David K. Petzke
 
Senior Vice President
None
IRV
John H. Phelan, Jr.
 
Director
None
LAO
John Pinto
Vice President
None
LAO
Carl S. Platou
 
Senior Vice President
None
LAO
Charles R. Porcher
 
Regional Vice President
None
LAO
Julie K. Prather
 
Vice President
None
SNO
Richard P. Prior
 
Vice President
None
LAO
Steven J. Quagrello
 
Regional Vice President
None
LAO
Mike Quinn
 
Vice President
None
SNO
John P. Raney
 
Assistant Vice President
None
LAO
James P. Rayburn
 
Vice President
None
LAO
Rene M. Reincke
Vice President
None
LAO
Steven J. Reitman
 
Senior Vice President
None
LAO
Jeffrey Robinson
 
Vice President
None
LAO
Suzette M. Rothberg
 
Regional Vice President
None
LAO
James F. Rothenberg
 
 
Non-Executive Chairman and Director
None
LAO
Romolo D. Rottura
 
Vice President
None
LAO
William M. Ryan
 
Regional Vice President
None
LAO
Dean B. Rydquist
 
 
 
Director,
Senior Vice President,
Chief Compliance Officer
 
None
LAO
Richard A. Sabec, Jr.
 
Vice President
None
LAO
Paul V. Santoro
 
Vice President
None
LAO
Joseph D. Scarpitti
 
Senior Vice President
None
IRV
MaryAnn Scarsone
 
Assistant Vice President
None
LAO
Kim D. Schmidt
 
Assistant Vice President
None
LAO
Shane D. Schofield
 
Vice President
None
LAO
David L. Schroeder
Assistant Vice President
None
LAO
James J. Sewell III
 
Regional Vice President
None
LAO
Arthur M. Sgroi
 
Vice President
None
LAO
Steven D. Shackelford
 
Regional Vice President
None
LAO
Michael J. Sheldon
 
Vice President
None
LAO
Daniel S. Shore
 
Vice President
None
LAO
Brad Short
 
Vice President
None
LAO
Nathan W. Simmons
 
Regional Vice President
None
LAO
Connie F. Sjursen
 
Vice President
None
LAO
Jerry L. Slater
 
Senior Vice President
None
SNO
Stacy D. Smolka
 
Assistant Vice President
None
LAO
J. Eric Snively
 
Vice President
None
LAO
Therese L. Soullier
 
Vice President
None
LAO
Kristen J. Spazafumo
 
Vice President
None
LAO
Mark D. Steburg
 
Vice President
None
LAO
Michael P. Stern
 
Regional Vice President
None
LAO
Brad Stillwagon
 
Vice President
None
LAO
Craig R. Strauser
 
Senior Vice President
None
LAO
Libby J. Syth
 
Vice President
None
LAO
Drew W. Taylor
 
Senior Vice President
None
LAO
Gary J. Thoma
 
Vice President
None
LAO
Cynthia M. Thompson
 
Vice President
None
LAO
David R. Therrien
 
Assistant Vice President
None
LAO
John B. Thomas
 
Regional Vice President
None
LAO
Mark R. Threlfall
 
Regional Vice President
None
LAO
David Tippets
 
Regional Vice President
None
IND
James P. Toomey
 
Vice President
None
LAO
Luke N. Trammel
 
Regional Vice President
None
IND
Christopher E. Trede
 
Vice President
None
LAO
Scott W. Ursin-Smith
 
Senior Vice President
None
SNO
Cindy Vaquiax
 
Vice President
None
LAO
Srinkanth Vemuri
 
Regional Vice President
None
LAO
J. David Viale
 
Senior Vice President
None
DCO
Bradley J. Vogt
 
Director
None
LAO
Sherrie S. Walling
Assistant Vice President
None
SNO
Chris L. Wammack
Assistant Vice President
None
LAO
Thomas E. Warren
Senior Vice President
None
LAO
Gregory J. Weimer
 
Senior Vice President
None
SFO
Gregory W. Wendt
 
Director
None
LAO
George J. Wenzel
 
Vice President
None
LAO
Jason M. Weybrecht
 
Regional Vice President
None
LAO
Brian E. Whalen
 
Vice President
None
LAO
William C. Whittington
 
Regional Vice President
None
LAO
N. Dexter Williams, Jr.
 
Senior Vice President
None
LAO
Andrew L. Wilson
 
Vice President
None
LAO
Steven C. Wilson
 
Regional Vice President
None
LAO
Timothy J. Wilson
 
Director, Senior Vice President
None
LAO
Kurt A. Wuestenberg
 
Vice President
None
LAO
Jason P. Young
 
Vice President
None
LAO
Jonathan A. Young
 
Vice President
None

__________
DCO
Business Address, 3000 K Street N.W., Suite 230, Washington, DC 20007-5140
GVO-1
Business Address, 3 Place des Bergues, 1201 Geneva, Switzerland
HRO
Business Address, 5300 Robin Hood Road, Norfolk, VA 23513
IND
Business Address, 8332 Woodfield Crossing Blvd., Indianapolis, IN 46240
IRV
Business Address, 6455 Irvine Center Drive, Irvine, CA 92618
LAO
Business Address, 333 South Hope Street, Los Angeles, CA  90071
LAO-W
Business Address, 11100 Santa Monica Blvd., 15th Floor, Los Angeles, CA  90025
NYO
Business Address, 630 Fifth Avenue, 36 th Floor, New York, NY 10111
SFO
Business Address, One Market, Steuart Tower, Suite 1800, San Francisco, CA 94105
SNO
Business Address, 3500 Wiseman Boulevard, San Antonio, TX  78251

(c)           None


Item 33.                      Location of Accounts and Records

Accounts, books and other records required by Rules 31a-1 and 31a-2 under the Investment Company Act of 1940, as amended, are maintained and held in the offices of the Registrant’s investment adviser, Capital Research and Management Company, 333 South Hope Street, Los Angeles, California 90071, 6455 Irvine Center Drive, Irvine, California 92618; and/or 5300 Robin Hood Road, Norfolk, Virginia 23513.

Registrant's records covering shareholder accounts are maintained and kept by its transfer agent, American Funds Service Company, 6455 Irvine Center Drive, Irvine, California 92618; 8332 Woodfield Crossing Boulevard, Indianapolis, Indiana 46240; 10001 North 92 nd Street, Suite 100, Scottsdale, Arizona 85258; 3500 Wiseman Boulevard, San Antonio, Texas 78251; and 5300 Robin Hood Road, Norfolk, Virginia 23513.

Registrant's records covering portfolio transactions are maintained and kept by its custodian, JPMorgan Chase Bank, 270 Park Avenue, New York, New York 10017-2070.


Item 34.                      Management Services

None


Item 35.                      Undertakings

n/a


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City and County of San Francisco, and State of California, on the 24 th day of February 2010.

INTERNATIONAL GROWTH AND INCOME FUND


By: /s/ Patrick F. Quan
(Patrick F. Quan, Secretary)


Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on February 24, 2010, by the following persons in the capacities indicated.

 
Signature
Title
(1)
Principal Executive Officer:
 
 
/s/ Paul F. Roye
Executive Vice President and Principal Executive Officer
 
(Paul F. Roye)
 
     
(2)
Principal Financial Officer and Principal Accounting Officer:
 
 
/s/ Jennifer M. Buchheim                                                       
Treasurer
 
(Jennifer M. Buchheim)
 
     
(3)
Trustees:
 
 
Mary Jane Elmore*
Trustee
 
Robert A. Fox*
Chairman of the Board (Independent and Non-Executive)
 
Leonade D. Jones*
Trustee
 
William D. Jones*
Trustee
 
John M. Lillie*
Trustee
 
John G. McDonald*
Trustee
 
James J. Postl*
Trustee
 
Henry E. Riggs*
Trustee
 
Isaac Stein*
Trustee
 
s/ Steven T. Watson
Vice Chairman and Trustee
 
(Steven T. Watson)
 
 
*By: /s/ Patrick F. Quan
 
 
(Patrick F. Quan, Attorney-in-Fact, Powers of Attorney enclosed)
 

Counsel represents that this amendment does not contain disclosures that would make the amendment ineligible for effectiveness under the provisions of rule 485(b).

/s/ Michael J. Triessl
(Michael J. Triessl, Counsel )


POWER OF ATTORNEY

I, Mary Jane Elmore, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

-  
American Balanced Fund (File No. 002-10758, File No. 811-00066)
-  
The Income Fund of America, Inc. (File No. 002-33371, File No. 811-01880)
-  
International Growth and Income Fund (File No. 333-152323, File No. 811-22215)

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
Courtney R. Taylor
Jennifer M. Buchheim
 
 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Palo Alto, CA , this 22 nd day of February, 2010.
  (City, State)


/s/ Mary Jane Elmore
Mary Jane Elmore, Board member


POWER OF ATTORNEY

I, Robert A. Fox, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

-  
American Balanced Fund (File No. 002-10758, File No. 811-00066)
-  
EuroPacific Growth Fund (File No. 002-83847, File No. 811-03734)
-  
Fundamental Investors, Inc. (File No. 002-10760, File No. 811-00032)
-  
The Growth Fund of America, Inc.  (File No. 002-14728, File No. 811-00862)
-  
The Income Fund of America, Inc. (File No. 002-33371, File No. 811-01880)
-  
International Growth and Income Fund (File No. 333-152323, File No. 811-22215)
-  
New Perspective Fund, Inc. (File No. 002-47749, File No. 811-02333)
-  
New World Fund, Inc. (File No. 333-67455, File No. 811-09105)
-  
SMALLCAP World Fund, Inc. (File No. 033-32785, File No. 811-05888)

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
Courtney R. Taylor
Jennifer M. Buchheim
Bryan K. Nielsen
Jeffrey P. Regal
Neal F. Wellons
 
 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Reno, NV , this 22 nd day of February, 2010.
(City, State)


/s/ Robert A. Fox
Robert A. Fox, Board member


POWER OF ATTORNEY

I, Leonade D. Jones, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

-  
American Balanced Fund (File No. 002-10758, File No. 811-00066)
-  
Capital Income Builder, Inc. (File No. 033-12967, File No. 811-05085)
-  
Capital World Growth and Income Fund, Inc. (File No. 033-54444, File No. 811-07338)
-  
Fundamental Investors, Inc. (File No. 002-10760, File No. 811-00032)
-  
The Growth Fund of America, Inc. (File No. 002-14728, File No. 811-00862)
-  
The Income Fund of America, Inc. (File No. 002-33371, File No. 811-01880)
-  
International Growth and Income Fund (File No. 333-152323, File No. 811-22215)
-  
The New Economy Fund  (File No. 002-83848, File No. 811-03735)
-  
SMALLCAP World Fund, Inc. (File No. 033-32785, File No. 811-05888)

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
Courtney R. Taylor
Jennifer M. Buchheim
Jeffrey P. Regal
Neal F. Wellons
 
 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Washington, DC , this 22 nd day of February, 2010.
    (City, State)


/s/ Leonade D. Jones
Leonade D. Jones, Board member



POWER OF ATTORNEY

I, William D. Jones, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

-  
American Balanced Fund (File No. 002-10758, File No. 811-00066)
-  
AMCAP Fund, Inc. (File No. 002-26516, File No. 811-01435)
-  
American Mutual Fund, Inc. (File No. 002-10607, File No. 811-00572)
-  
The Income Fund of America, Inc. (File No. 002-33371, File No. 811-01880)
-  
International Growth and Income Fund (File No. 333-152323, File No. 811-22215)
-  
The Investment Company of America (File No. 002-10811, File No. 811-00116)

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
Courtney R. Taylor
Jennifer M. Buchheim
Karl C. Grauman
Carmelo Spinella
 
 
 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at San Diego, CA , this 22 nd day of February, 2010.
  (City, State)


/s/ William D. Jones
William D. Jones, Board member




POWER OF ATTORNEY

I, John M. Lillie, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

-  
American Balanced Fund (File No. 002-10758, File No. 811-00066)
-  
The Income Fund of America, Inc. (File No. 002-33371, File No. 811-01880)
-  
International Growth and Income Fund (File No. 333-152323, File No. 811-22215)

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
Courtney R. Taylor
Jennifer M. Buchheim
 
 
 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Atherton, CA , this 22 nd day of February, 2010.
 (City, State)


/s/ John M. Lillie
John M. Lillie, Board member



POWER OF ATTORNEY

I, John G. McDonald, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

-  
AMCAP Fund, Inc. (File No. 002-26516, File No. 811-01435)
-  
American Balanced Fund (File No. 002-10758, File No. 811-00066)
-  
American Mutual Fund, Inc. (File No. 002-10607, File No. 811-00572)
-  
EuroPacific Growth Fund (File No. 002-83847, File No. 811-03734)
-  
Fundamental Investors, Inc. (File No. 002-10760, File No. 811-00032)
-  
The Growth Fund of America, Inc. (File No. 002-14728, File No. 811-00862)
-  
The Income Fund of America, Inc. (File No. 002-33371, File No. 811-01880)
-  
International Growth and Income Fund (File No. 333-152323, File No. 811-22215)
-  
The Investment Company of America (File No. 002-10811, File No. 811-00116)
-  
New Perspective Fund, Inc. (File No. 002-47749, File No. 811-02333)
-  
New World Fund, Inc. (File No. 333-67455, File No. 811-09105)
-  
SMALLCAP World Fund, Inc. (File No. 033-32785, File No. 811-05888)

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
Courtney R. Taylor
Jennifer M. Buchheim
Karl C. Grauman
Bryan K. Nielsen
Jeffrey P. Regal
Carmelo Spinella
Neal F. Wellons
 
 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Stanford, CA , this 22 nd day of February, 2010.
 (City, State)


/s/ John G. McDonald
John G. McDonald, Board member



POWER OF ATTORNEY

I, James J. Postl, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

-  
American Balanced Fund (File No. 002-10758, File No. 811-00066)
-  
The Income Fund of America, Inc. (File No. 002-33371, File No. 811-01880)
-  
International Growth and Income Fund (File No. 333-152323, File No. 811-22215)

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
Courtney R. Taylor
Jennifer M. Buchheim
 
 
 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Houston,TX , this 22 nd day of February, 2010.
(City, State)


/s/ James J. Postl                                            
James J. Postl, Board member



POWER OF ATTORNEY

I, Henry E. Riggs, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

-  
American Balanced Fund (File No. 002-10758, File No. 811-00066)
-  
Fundamental Investors, Inc. (File No. 002-10760, File No. 811-00032)
-  
The Growth Fund of America, Inc. (File No. 002-14728, File No. 811-00862)
-  
The Income Fund of America, Inc. (File No. 002-33371, File No. 811-01880)
-  
International Growth and Income Fund (File No. 333-152323, File No. 811-22215)

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
Courtney R. Taylor
Jennifer M. Buchheim
Jeffrey P. Regal
 
 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Stanford, CA , this 22 nd day of February, 2010.
 (City, State)


/s/ Henry E. Riggs
Henry E. Riggs, Board member



POWER OF ATTORNEY

I, Isaac Stein, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

-  
American Balanced Fund (File No. 002-10758, File No. 811-00066)
-  
The Income Fund of America, Inc. (File No. 002-33371, File No. 811-01880)
-  
International Growth and Income Fund (File No. 333-152323, File No. 811-22215)

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Julie E. Lawton
Tanya Schneider
Raymond F. Sullivan, Jr.
Courtney R. Taylor
Jennifer M. Buchheim
 
 
 
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission.  I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

EXECUTED at Atherton, CA , this 22 nd day of February, 2010.
 (City, State)


/s/ Isaac Stein
Isaac Stein, Board member

CERTIFICATE OF TRUST
OF
INTERNATIONAL GROWTH AND INCOME FUND


This Certificate of Trust of International Growth and Income Fund (the "Trust") is being duly executed and filed on behalf of the Trust by the undersigned, as trustees, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. Section 3801 et seq. ) (the "Act").

1.             Name .  The name of the trust formed hereby is International Growth and Income Fund.

2.             Registered Office; Registered Agent .  The business address of the Trust’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware  19801. The name of the Trust’s registered agent at such address is The Corporation Trust Company.

3.             Investment Company .  The Trust will be a registered investment company under the Investment Company Act of 1940, as amended.

4.             Series .  Pursuant to Section 3806(b)(2) of the Act, the Trust shall issue one or more series of beneficial interests having the rights and preferences set forth in the governing instrument of the Trust, as the same may be amended from time to time (each a "Series").

5.             Notice of Limitation of Liabilities of each Series .  Pursuant to Section 3804(a) of the Act, there shall be a limitation on liabilities of each Series such that (a) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Trust generally or the assets of any other Series thereof and (b) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other Series thereof shall be enforceable against the assets of such Series.

6.             Effective Date .  This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned have duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.


/s/ Vincent P. Corti ____________________
Vincent P. Corti, Trustee


/s/ Herbert Y. Poon_ ___________________
Herbert Y. Poon, Trustee


/s/ Michael J. Triessl ___________________
Michael J. Triessl, Trustee
 
 
 
 
 
 
 
INTERNATIONAL GROWTH AND INCOME FUND
 
AGREEMENT AND
 
DECLARATION OF TRUST
 

 
Dated: August 20, 2009
 

 

 
INTERNATIONAL GROWTH AND INCOME FUND
 
AGREEMENT AND
 
DECLARATION OF TRUST
 
AGREEMENT AND DECLARATION OF TRUST of International Growth and Income Fund, a Delaware statutory trust, made as of August 20, 2009, by the undersigned Trustees.
 
WHEREAS, the undersigned Trustees desire to establish a trust for the investment and reinvestment of funds contributed thereto; and
 
WHEREAS, the Trustees desire that the beneficial interest in the trust assets be divided into transferable shares of beneficial interest, as hereinafter provided; and
 
WHEREAS, the Trustees declare that all money and property contributed to the trust established hereunder shall be held and managed in trust for the benefit of the holders of the shares of beneficial interest issued hereunder and subject to the provisions hereof;
 
NOW, THEREFORE, in consideration of the foregoing, the undersigned Trustees hereby declare that all money and property contributed to the trust hereunder shall be held and managed in trust under this Agreement and Declaration of Trust as herein set forth below.
 
 
 
ARTICLE 1
 
NAME, PURPOSE AND DEFINITIONS
 
 
Section 1.1                          Name.   The name of the trust established hereby is the “International Growth and Income Fund” and so far as may be practicable the Trustees shall conduct the Trust’s activities, execute all documents and sue or be sued under such name.  However, the Trustees may at any time and from time to time select such other name for the Trust as they deem proper and the Trust may hold its property and conduct its activities under such other name.  Any name change shall become effective upon the resolution of a majority of the then Trustees adopting the new name and the filing of a certificate of amendment pursuant to Section 3810(b) of the Act.  Any such instrument shall not require the approval of the Shareholders, but shall have the status of an amendment to this Trust Instrument.
 
Section 1.2                            Trust Purpose.   The purpose of the Trust is to conduct, operate and carry on the business of an open-end management investment company registered under the 1940 Act.  In furtherance of the foregoing, it shall be the purpose of the Trust to do everything necessary, suitable, convenient or proper for the conduct, promotion and attainment of any businesses and purposes which at any time may be incidental or may appear conducive or expedient for the accomplishment of the business of an open end management investment company registered under the 1940 Act and which may be engaged in or carried on by a trust organized under the Act, and in connection therewith the Trust shall have the power and authority to engage in the foregoing, both within and without the State of Delaware, and may exercise all of the powers conferred by the laws of the State of Delaware upon a Delaware statutory trust.
 
Section 1.3                          Definitions .  Wherever used herein, unless otherwise required by the context or specifically provided:
 
(a)   “1940 Act” refers to the Investment Company Act of 1940 and the rules and regulations thereunder, all as may be amended from time to time.
 
(b)   “Act” means the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq ., as from time to time amended.
 
(c)   “Advisory Board Member” shall mean a member of an “Advisory Board” as defined in Section 2(a)(1) of the 1940 Act.
 
(d)   “By-laws” means the By-laws referred to in Section 4.1(g) hereof, as from time to time amended.
 
(e)   The terms “Affiliated Person,” “Assignment,” “Commission,” “Interested Person” and “Principal Underwriter” shall have the meanings given them in the 1940 Act.
 
(f)   “Class” means any division of Shares within a Series, which Class is or has been established in accordance with the provisions of Article 2.
 
(g)   “Fiduciary Covered Person” has the meaning assigned in Section 8.3 hereof.
 
(h)   “Indemnified Person” has the meaning assigned in Section 8.4 hereof.
 
(i)   “Net Asset Value” means the net asset value of each Series or Class of the Trust determined in the manner provided in Section 7.4 hereof, and “Net Asset Value per Share” has the meaning assigned in Section 7.4 hereof.
 
(j)   “Outstanding Shares” means those Shares recorded from time to time in the books of the Trust or its transfer agent as then issued and outstanding, but shall not include Shares which have been redeemed or repurchased by the Trust and which are at the time held in the treasury of the Trust.
 
(k)   “Person” shall have the meaning given in Section 3801 of the Act.
 
(l)   “Series” means a series of Shares of the Trust established in accordance with the provisions of Section 2.6 hereof.
 
(m)   “Shareholder” means a record owner of Outstanding Shares of the Trust.
 
(n)   “Shares” means the equal proportionate transferable units of beneficial interest into which the beneficial interest of each Series of the Trust or Class thereof shall be divided and may include fractions of Shares as well as whole Shares.  All references to Shares in this Trust Instrument shall be deemed to be Shares of any or all Series or Classes as the context may require.
 
(o)   “Trust” refers to the Delaware statutory trust established hereby and reference to the Trust, when applicable to one or more Series or Classes of the Trust, shall refer to any such Series or Class.  All provisions herein relating to the Trust shall apply equally to each Series and Class of the Trust except as the context otherwise requires.
 
(p)   “Trustee” or “Trustees” means the person or persons who has or have signed this Trust Instrument, so long as such person or persons shall continue in office in accordance with the terms hereof, and all other persons who may from time to time be duly qualified and serving as Trustees in accordance with the provisions of Article 3 hereof, and reference herein to a Trustee or to the Trustees shall refer to the individual Trustees in their capacity as Trustees hereunder.
 
(q)   “Trust Instrument” means this Agreement and Declaration of Trust as the same may be amended and restated from time to time.
 
(r)   “Trust Property” means any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust or any Series, or by or for the account of the Trustees on behalf of the Trust or any Series.
 
 
ARTICLE 2

 
BENEFICIAL INTEREST
 
 
Section 2.1                          Shares of Beneficial Interest .  The beneficial interest in the Trust shall be divided into such transferable Shares of one or more separate and distinct Series and Classes within a Series as the Trustees shall from time to time create and establish.  The number of Shares of each Series and Class authorized hereunder is unlimited.  Each Share shall have no par value, unless otherwise determined by the Trustees in connection with the creation and establishment of a Series or Class.  All Shares when issued hereunder on the terms determined by the Trustees, including without limitation Shares of a Series or Class issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and nonassessable.
 
Section 2.2                          Issuance of Shares .
 
(a)   The Trustees in their discretion may, from time to time, without vote of the Shareholders, issue Shares of each Series and Class to such party or parties and for such amount and type of consideration (or for no consideration if pursuant to a Share dividend or split-up or otherwise as determined by the Trustees), subject to applicable law, including cash or securities (including Shares of a different Series or Class), at such time or times and on such terms as the Trustees may deem appropriate, and may in such manner acquire other assets (including the acquisitions of assets subject to, and in connection with, the assumption of liabilities) and businesses.  In connection with any issuance of Shares, the Trustees may issue fractional Shares and Shares held in the treasury.  The Trustees may from time to time divide or combine the Shares into a greater or lesser number without thereby materially changing the proportionate beneficial interests in the Trust or any Series or Class.
 
(b)   Any Trustee, officer or other agent of the Trust, and any organization in which any such person is interested, may acquire, own, hold and dispose of Shares of any Series or Class of the Trust to the same extent as if such person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares of any Series or Class from any such person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of Shares of such Series or Class generally.
 
Section 2.3                          Register of Shares and Share Certificates .  A register shall be kept at the principal office of the Trust or an office of one or more transfer agents which shall contain the names and addresses of the Shareholders of each Series and Class, the number of Shares of that Series and Class thereof held by them respectively and a record of all transfers thereof.  As to Shares for which no certificate has been issued, such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or other distributions or otherwise to exercise or enjoy the rights of Shareholders.  No Shareholder shall be entitled to receive payment of any dividend or other distribution, nor to have notice given to him as herein or in the By-laws provided, until he has given his address to the transfer agent or such other officer or agent of the Trust as shall keep the said register for entry thereon.  The Trustees shall have no obligation to, but in their discretion may, authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use.  If one or more share certificates are issued, whether in the name of a Shareholder or a nominee, such certificate or certificates shall constitute evidence of ownership of the Shares evidenced thereby for all purposes, including transfer, assignment or sale of such Shares, subject to such limitations as the Trustees may, in their discretion, prescribe.
 
Section 2.4                          Transfer of Shares .  Except as otherwise provided by the Trustees, Shares shall be transferable on the records of the Trust only by the record holder thereof or by his agent thereunto duly authorized in writing, upon delivery to the Trustees or the Trust’s transfer agent of a duly executed instru­ment of transfer, together with a Share certificate, if one is outstanding, and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees.  Upon such delivery the transfer shall be recorded on the register of the Trust.  Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer.
 
Section 2.5                          Treasury Shares .  The Trustees may hold as treasury Shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series or Class reacquired by the Trust.  Shares held in the treasury shall, until reissued pursuant to Section 2.2 hereof, not confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares.  Any Shares held in treasury shall not be canceled unless the Trustees decide otherwise.
 
Section 2.6                          Establishment of Series and Classes .
 
(a)   The Trustees shall be authorized, without obtaining any prior authorization or vote of the Shareholders of any Series or Class of the Trust, to establish and designate and to change in any manner any initial or additional Series or Classes and to fix such preferences, voting powers (or lack thereof), rights and privileges of such Series or Classes as the Trustees may from time to time determine, to divide or combine the Shares or any Series or Classes into a greater or lesser number, to classify or reclassify any issued or unissued Shares or any Series or Classes into one or more Series or Classes of Shares, to redeem or abolish any outstanding Series or Class of Shares, and to take such other action with respect to the Shares as the Trustees may deem desirable.  Unless another time is specified by the Trustees, the establishment and designation of any Series or Class shall be effective upon the adoption of a resolution by the Trustees setting forth such establishment and designation and the preferences, powers, rights and privileges of the Shares of such Series or Class, whether directly in such resolution or by reference to, or approval of, another document that sets forth such relative rights and preferences of such Series or Class including, without limitation, any registration statement of the Trust, or as otherwise provided in such resolution.  The Trust may issue any number of Shares of each Series or Class.
 
(b)   Subject to the distinctions permitted among Classes of Shares of the Trust or of Classes of the same Series, as established by the Trustees consistent with the requirements of the 1940 Act or as otherwise provided in the instrument designating and establishing any Class or Series, each Share of the Trust (or Series, as applicable) shall represent an equal beneficial interest in the net assets of the Trust (or such Series), and each holder of Shares of the Trust (or a Series) shall be entitled to receive such holder’s pro rata share of distributions of income and capital gains, if any, made with respect thereto. Upon redemption of the Shares of any Series or upon the liquidation and termination of a Series, the applicable Shareholder shall be paid solely out of the funds and property of such Series.
 
(c)   Without limiting the authority of the Trustees set forth in this Section to establish and designate any further Series or Classes, the Trustees hereby establish and designate the following Series and Classes of Shares of the Trust: International Growth and Income Fund and Classes A, B, C, F-1, F-2, 529-A, 529-B, 529-C, 529-E, 529-F-1, R-1, R-2, R-3, R-4, R-5 and R-6.
 
Section 2.7                          Investment in the Trust .  The Trustees may accept investments in any Series of the Trust or Class, if the Series has been divided into Classes, from such persons and on such terms as they may from time to time authorize.  At the Trustees’ discretion, such investments, subject to applicable law, may be in the form of cash or securities in which the affected Series is authorized to invest, valued as provided herein.  Unless the Trustees otherwise determine, investments in a Series shall be credited to each Shareholder’s account in the form of full Shares at the Net Asset Value per Share next determined after the investment is received.  Without limiting the generality of the foregoing, the Trustees may (a) fix the Net Asset Value per Share of the initial capital contribution to the Trust or any Series or Class thereof, (b) impose sales or other charges upon investments in the Trust or any Series or any Class thereof or (c) issue fractional Shares.  The Trustees may authorize any distributor, principal underwriter, custodian, transfer agent or other Person to accept orders for the purchase of Shares that conform to such authorized terms and to reject any purchase orders for Shares whether or not conforming to such authorized terms.  The Trustees and any Person authorized by them shall have the right to refuse to accept any investment in the Trust or any Series or any Class thereof without any cause or reason.
 
Section 2.8                          Assets and Liabilities Belonging to Series or Class
 
(a)   Separate and distinct records shall be maintained by the Trust for each Series.  All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall be held in such separate and distinct records (directly or indirectly, including through a nominee or otherwise) and accounted for in such separate and distinct records separately from the other assets of the Trust and of every other Series and may be referred to herein as “assets belonging to” that Series.  The assets belonging to a particular Series shall belong to that Series for all purposes, and to no other Series, subject only to the rights of creditors of that Series.  In addition, any assets, income, earnings, profits or funds, or payments and proceeds with respect thereto, which are not readily identifiable as belonging to any particular Series shall be allocated by the Trustees between and among one or more of the Series in such manner as the Trustees deem fair and equitable.  If there are Classes of Shares within a Series, the assets belonging to the Series shall be further allocated to each Class in the proportion that the “assets belonging to” the Class (calculated in the same manner as with determination of “assets belonging to” the Series) bears to the assets of all Classes within the Series.  Each such allocation shall be conclusive and binding upon the Shareholders of all Series and Classes for all purposes, and such assets, income, earnings, profits or funds, or payments and proceeds with respect thereto shall be assets belonging to that Series or Class, as the case may be.  The assets belonging to a particular Series and Class shall be so recorded upon the books of the Trust and shall be held by the Trustees in trust for the benefit of the holders of Shares of that Series or Class, as the case may be.
 
(b)   The assets belonging to each Series shall be charged with the liabilities of that Series and all expenses, costs, charges and reserves attributable to that Series.  Any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series shall be allocated and charged by the Trustees between or among any one or more of the Series in such manner as the Trustees deem fair and equitable.  Each such allocation shall be conclusive and binding upon the Shareholders of all Series for all purposes.  The liabilities, expenses, costs, charges and reserves allocated and so charged to a Series are herein referred to as “liabilities belonging to” that Series.  Except as provided in the next two sentences or otherwise required or permitted by applicable law, the liabilities belonging to such Series shall be allocated to each Class of a Series in the proportion that the assets belonging to such Class bear to the assets belonging to all Classes in the Series.  To the extent permitted by Section 3804(a) of the Act or other applicable law, the Trustees may allocate all or a portion of any liabilities belonging to a Series to a particular Class or Classes as the Trustees may from time to time determine is appropriate.  In addition, all liabilities, expenses, costs, charges and reserves belonging to a Class shall be allocated to such Class.
 
(c)   Without limitation of the foregoing provisions of this Section 2.8, but subject to the right of the Trustees in their discretion to allocate general liabilities, expenses, costs, charges or reserves as herein provided, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets belonging to such Series only, and not against the assets of the Trust generally or any other Series.  Notice of this limitation on inter-Series liabilities shall be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Act, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Act relating to limitations on inter-Series liabilities (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each Series.  Any Person extending credit to, contracting with or having any claim against the Trust with respect to a particular Series may satisfy or enforce any debt, liability, obligation or expense incurred, contracted for or otherwise existing with respect to that Series from the assets of that Series only.  No Shareholder or former Shareholder of any Series shall have a claim on or any right to any assets allocated or belonging to any other Series.
 
(d)   If, notwithstanding the provisions of this Section, any liability properly charged to a Series or Class is paid from the assets of another Series or Class, the Series or Class from the assets of which the liability was paid shall be reimbursed from the assets of the Series or Class to which such liability belonged.
 
Section 2.9                          No Preemptive Rights .  Unless the Trustees decide otherwise, Shareholders shall have no preemptive or other similar rights to subscribe to any additional Shares or other securities issued by the Trust, whether of the same or of another Series or Class.
 
Section 2.10                          Conversion Rights .  The Trustees shall have the authority to provide from time to time that the holders of Shares of any Series or Class shall have the right to convert or exchange said Shares for or into Shares of one or more other Series or Classes or for interests in one or more other trusts, corporations, or other business entities (or a series or class of any of the foregoing) in accordance with such requirements and procedures as may be established by the Trustees from time to time.
 
Section 2.11                          Derivative Actions .
 
(a)   No Person, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or Class.  No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class unless holders of at least twenty percent (20%) of the outstanding Shares of such Series or Class join in the bringing of such action.
 
(b)   In addition to the requirements set forth in Section 3816 of the Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class only if the following conditions are met:  (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action, has a personal financial interest in the transaction at issue, and a Trustee shall not be deemed interested in a transaction or otherwise disqualified from ruling on the merits of a Shareholder demand by virtue of the fact that (a) such Trustee receives remuneration for his service as a Trustee of the Trust or as a trustee or director of one or more investment companies that are under common management with or otherwise affiliated with the Trust, (b) such Trustee was identified as a potential defendant or witness, (c) the Trustee approved the act being challenged (if the act did not result in any material personal benefit to the Trustee, or if the Trustee is also a Shareholder the act did not result in any material benefit that is not shared pro rata with other Shareholders) or (d) the Trustee is a Shareholder); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, and the Trustees shall be entitled to retain counsel or other advisers in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers in the event that the Trustees determine not to bring such action.  For purposes of this Section 2.11, the Trustees may designate a committee of one Trustee to consider a Shareholder demand if necessary to create a committee with a majority of Trustees who do not have a personal financial interest in the transaction at issue.
 
Section 2.12                          Fractions .  Except as otherwise determined by the Trustees, any fractional Share of any Series or Class, if any such fractional Share is outstanding, shall carry proportionately all the rights and obligations of a whole Share of that Series or Class, including rights and obligations with respect to voting, receipt of dividends and distributions, redemption of Shares, and liquidation of the Trust.
 
Section 2.13                          No Appraisal Rights .  Shareholders shall have no right to demand payment for their Shares or to any other rights of dissenting Shareholders in the event the Trust participates in any transaction which would give rise to appraisal or dissenters’ rights by a stockholder of a corporation organized under the General Corporation Law of the State of Delaware or would otherwise give rise to such appraisal or dissenters’ rights.
 
Section 2.14                          Status of Shares .  Shares shall be deemed to be personal property giving Shareholders only the rights provided in this instrument.  Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to be bound by the terms hereof. The death of a Shareholder during the continuance of the Trust or any Series or Class thereof shall not operate to dissolve or terminate the Trust or any Series or Class nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but shall entitle such representative only to the rights of said decedent under this Trust Instrument.  Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust Property or to any right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders partners.
 
Section 2.15                          Shareholders .
 
(a)   No Shareholder of the Trust or of any Series or Class shall be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Trust or by or on behalf of any Series or Class.  Except as otherwise provided in this Trust Instrument, the Trustees shall have no power to bind any Shareholder personally or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay pursuant to terms hereof or by way of subscription for any Shares or otherwise.
 
(b)   If any Shareholder or former Shareholder of the Trust or any Series or Class shall be held to be personally liable solely by reason of his being or having been a Shareholder thereof and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets belonging to the applicable Series or Class to be held harmless from and indemnified against all loss and expense arising from such liability.  The Trust, on behalf of the affected Series, may, at its option, assume the defense of any claim made against the Shareholder for any act or obligation of the Series or Class and satisfy any judgment thereon from the assets of the Series or Class.  The indemnification and reimbursement required by the preceding sentence shall be made only out of assets of the one or more Series or Classes whose Shares were held by said Shareholder at the time the act or event occurred which gave rise to the claim against or liability of said Shareholder.  The rights accruing to a Shareholder under this Section shall not impair any other right to which such Shareholder may be lawfully entitled, nor shall anything herein contained restrict the right of the Trust or any Series or Class thereof to indemnify or reimburse a Shareholder in any appropriate situation even though not specifically provided herein.  Neither the Trust nor the applicable Series or Class shall be responsible for satisfying any obligation arising from such a claim that has been settled by the Shareholder without prior written notice to the Trust and consent of the Trust to settle the claim.
 
ARTICLE 3

 
THE TRUSTEES
 
 
 
Section 3.1                          Election .  Except for the Trustees named herein or appointed pursuant to Section 3.7 hereof, or Trustees appointed to fill vacancies pursuant to Section 3.3 hereof, the Trustees shall be elected by the Shareholders in accordance with this Trust Instrument and the 1940 Act.  The initial Trustees of the Trust shall be Vincent P. Corti, Herbert Y. Poon and Michael J. Triessl.

 
Section 3.2                          Term of Office of Trustees; Resignation and Removal .
 
(a)   Each Trustee shall hold office during the existence of this Trust, and until its termination as herein provided unless such Trustee resigns or is removed as provided herein.  Any Trustee may resign by notice to the Chairman, if any, the Vice Chairman, if any, the President or the Secretary and such resignation shall be effective upon such notice, or at a later date specified by such Trustee.
 
(b)   Any of the Trustees may be removed with or without cause by the affirmative vote of the Shareholders of two thirds (2/3) of the Shares, or with cause by the action of two thirds (2/3) of the remaining Trustees (provided the aggregate number of Trustees, after such removal and after giving effect to any appointment made to fill the vacancy created by such removal, shall not be less than the number required by Section 3.4 hereof).  Removal with cause shall include, but not be limited to, the removal of a Trustee due to physical or mental incapacity.
 
(c)   Upon the resignation or removal of a Trustee, or his otherwise ceasing to be a Trustee, he shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property held in the name of the resigning or removed Trustee.  Upon the death of any Trustee or upon removal or resignation due to any Trustee’s incapacity to serve as trustee, his legal representative shall execute and deliver on his behalf such documents as the remaining Trustees shall require as provided in the preceding sentence.
 
(d)   Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following the effective date of his resignation or removal, or any right to damages on account of a removal.
 
(e)   The Trustees, by resolution of a majority of Trustees, may adopt or amend a retirement policy for the Trustees of the Trust.  Any such policy shall be binding on each Trustee unless waived by a majority of the other Trustees.
 
Section 3.3                          Vacancies and Appointment of Trustees .
 
(a)   A vacancy shall occur if a Trustee dies, resigns, retires, is removed or is incapacitated, or a Trustee is otherwise unable to serve, or the number of Trustees is increased.  Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy shall be conclusive.  In the case of an existing vacancy, the remaining Trustee or Trustees shall fill such vacancy by appointing such other person as such Trustee or Trustees in their discretion shall see fit consistent with the limitations under the 1940 Act, unless such Trustee or Trustees determine, in accordance with Section 3.4, to decrease the number of Trustees.
 
(b)   An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur at a later date.
 
(c)   An appointment of a Trustee shall be effective upon the acceptance of the person so appointed to serve as trustee, except that any such appointment in anticipation of a vacancy shall become effective at or after the date such vacancy occurs.
 
Section 3.4                          Number of Trustees .  The original number of Trustees shall be three (3).  The Trustees serving as such from time to time may, by resolution of a majority thereof, increase or decrease the number of Trustees, provided, however, that the number of Trustees shall not be decreased to less than three (3).  No decrease in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of such Trustee’s term, but the number of Trustees may be decreased in conjunction with the removal of a Trustee in accordance with Section 3.2(b).
 
Section 3.5                          Effect of Death, Resignation, Etc. of a Trustee .  The death, resignation, retirement, removal, incapacity, or inability of the Trustees, or any one of them, shall not operate to terminate the Trust or any Series or to revoke any existing trust or agency created pursuant to the terms of this Trust Instrument.
 
Section 3.6                          Ownership of Assets of the Trust .
 
(a)   Legal title to all of the Trust Property shall at all times be vested in the Trust as a separate legal entity, except that the Trustees may cause legal title to any Trust Property to be held by, or in the name of, one or more of the Trustees acting for and on behalf of the Trust, or in the name of any Person as nominee acting for and on behalf of the Trust.  No Shareholder shall be deemed to have a severable ownership interest in any individual asset of the Trust or of any Series or Class, or any right of partition or possession thereof, but each Shareholder shall have, except as otherwise provided for herein, a proportionate undivided beneficial interest in each Series or Class of Shares which are owned by such Shareholder.  The Trust, or at the determination of the Trustees, one or more of the Trustees or a nominee acting for and on behalf of the Trust, shall be deemed to hold legal title and beneficial ownership of any income earned on securities held by the Trust which have been issued by any business entities formed, organized, or existing under the laws of any jurisdiction, including the laws of any foreign country.
 
(b)   If title to any part of the Trust Property is vested in one or more Trustees, the right, title and interest of the Trustees in the Trust Property shall vest automatically in each person who may hereafter become a Trustee upon his due election and qualification.  Upon the resignation, removal, death or incapacity of a Trustee he shall automatically cease to have any right, title or interest in any of the Trust Property, and the right, title and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees.  To the extent permitted by law, such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered.

 
Section 3.7                          Series Trustees .  In connection with the establishment of one or more Series or Classes, the Trustees establishing such Series or Class may appoint, to the extent permitted by the 1940 Act, separate Trustees with respect to such Series or Classes (the “Series Trustees”).  Series Trustees may, but are not required to, serve as Trustees of the Trust of any other Series or Class of the Trust.  To the extent provided by the Trustees in the appointment of Series Trustees, the Series Trustees may have, to the exclusion of any other Trustee of the Trust, all the powers and authorities of Trustees hereunder with respect to such Series or Class, but may have no power or authority with respect to any other Series or Class (unless the Trustees permit such Series Trustees to create new Classes within such Series).  Any provision of this Trust Instrument relating to election of Trustees by Shareholders shall entitle only the Shareholders of a Series or Class for which Series Trustees have been appointed to vote with respect to the election of such Trustees and the Shareholders of any other Series or Class shall not be entitled to participate in such vote.  If Series Trustees are appointed, the Trustees initially appointing such Series Trustees may, without the approval of any Outstanding Shares, amend either this Trust Instrument or the By-laws to provide for the respective responsibilities of the Trustees and the Series Trustees in circumstances where an action of the Trustees or Series Trustees affects all Series and Classes of the Trust or two or more Series or Classes represented by different Trustees.
 
Section 3.8                          No Accounting .  Except to the extent required by the 1940 Act or, if determined to be necessary or appropriate by the other Trustees under circumstances which would justify his removal for cause, no person ceasing to be a Trustee for reasons including, but not limited to, death, resignation, retirement, removal or incapacity (nor the estate of any such person) shall be required to make an accounting to the Shareholders or remaining Trustees upon such cessation.
 
 
ARTICLE 4
 
POWERS OF THE TRUSTEES
 
 
Section 4.1                          Powers .  The Trustees shall manage or direct the management of the Trust Property and the business of the Trust with full powers of delegation except as may be prohibited by this Trust Instrument.  The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any foreign jurisdiction and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things or instruments are not herein specifically mentioned.  Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive.  In construing the provisions of this Trust Instrument, the presumption shall be in favor of a grant of power to the Trustees.  The enumeration of any specific power in this Trust Instrument shall not be construed as limiting the aforesaid power.  The powers of the Trustees may be exercised in their sole discretion in accordance with Section 8.3(c) hereof (except as otherwise required by the 1940 Act) and without order of or resort to any court.  Without limiting the foregoing and subject to any applicable limitation in this Trust Instrument, the Trustees shall have power and authority to cause the Trust (or to act on behalf of the Trust):
 
(a)   To invest and reinvest cash, to hold cash uninvested, and to subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, write options on, lend or otherwise deal in or dispose of contracts for the future acquisition or delivery of fixed income or other securities, and securities of every nature and kind, including, but not limited to, all types of bonds, debentures, stocks, negotiable or non-negotiable instruments, obligations, evidences of indebtedness, certificates of deposit or indebtedness, commercial paper, repurchase agreements, bankers’ acceptances, and other securities and financial instruments of any kind, including without limitation futures contracts and options on such contracts, issued, created, guaranteed, or sponsored by any and all Persons, including the United States of America, any foreign government, and all states, territories, and possessions of the United States of America or any foreign government and any political subdivision, agency, or instrumentality thereof, or by any bank or savings institution, or by any corporation or organization organized under the laws of the United States or of any state, territory, or possession thereof, or by any corporation or organization organized under any foreign law, or in “when issued” contracts for any such securities, to change the investments of the assets of the Trust, and to exercise any and all rights, powers, and privileges of ownership or interest and to fulfill any and all obligations in respect of any and all such investments of every kind and description, including the right to consent and otherwise act with respect thereto, with power to designate one or more persons to exercise any of said rights, powers, and privileges in respect of any of said instruments;
 
(b)   To enter into contracts of any kind and description, including swaps and other types of derivative contracts;
 
(c)   To purchase, sell and hold currencies and enter into contracts for the future purchase or sale of currencies, including but not limited to forward foreign currency exchange contracts;
 
(d)   To issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, exchange, and otherwise deal in Shares and, subject to the provisions set forth in Article 2 and Article 7, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the Trust, or the particular Series or Class of the Trust, with respect to which such Shares are issued;
 
(e)   To borrow funds or other property and in this connection issue notes or other evidence of indebtedness; to secure borrowings by mortgaging, pledging or otherwise subjecting as security the Trust Property; to endorse, guarantee, or undertake the performance of an obligation, liability or engagement of any Person and to lend or pledge Trust Property or any part thereof to secure any or all of such obligations;
 
(f)   To provide for the distribution of interests of the Trust either through a Principal Underwriter in the manner hereinafter provided for or by the Trust itself, or both, or otherwise pursuant to a plan of distribution of any kind;
 
(g)   To adopt By-laws not inconsistent with this Trust Instrument providing for the conduct of the business of the Trust and to amend and repeal them to the extent that they do not reserve that right to the Shareholders, which By-laws shall be deemed a part of this Trust Instrument and are incorporated herein by reference;
 
(h)   To appoint and terminate such officers, employees, agents and contractors as they consider appropriate, any of whom may be a Trustee, and to provide for the compensation of all of the foregoing;
 
(i)   To set record dates (or delegate the power to so do) in the manner provided herein or in the By-laws;
 
(j)   To delegate such of the Trustees’ power and authority hereunder (which delegation may include the power to subdelegate) as they consider desirable to any officers of the Trust and to any investment adviser, manager, administrator, custodian, underwriter or other agent or independent contractor, and to employ auditors, counsel or other agents of the Trust;
 
(k)   To join with other holders of any securities or debt instruments in acting through a committee, depository, voting trustee or otherwise, and in that connection to deposit any security or debt instrument with, or transfer any security or debt instrument to, any such committee, depository or trustee, and to delegate to them such power and authority with relation to any security or debt instrument (whether or not so deposited or transferred) as the Trustees shall deem proper and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or trustee as the Trustees shall deem proper;
 
(l)   To enter into joint ventures, general or limited partnerships and any other combinations or associations;
 
(m)   To pay pensions for faithful service, as deemed appropriate by the Trustees, and to adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust;
 
(n)   To the extent permitted by law, indemnify any Person with whom the Trust or any Series or Class has dealings;
 
(o)   To engage in and to prosecute, defend, compromise, abandon, or adjust by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims and demands relating to the Trust, and out of the assets of the Trust or the applicable Series or Class thereof to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include without limitation the power of the Trustees or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any Person, including a Shareholder in its own name or the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust;
 
(p)   To purchase and pay for entirely or partially out of Trust Property such insurance as they may deem necessary or appropriate for the conduct of the business of the Trust, including, without limitation, insurance policies insuring the Trust Property and payment of distributions and principal on its investments, and insurance policies insuring the Shareholders, Trustees, officers, representatives, Advisory Board Members, employees, agents, investment advisers, managers, administrators, custodians, underwriters, or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such Person in such capacity, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such Person against such liability;
 
(q)   To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities, debt instruments or property; and to execute and deliver powers of attorney to such Person or Persons as the Trustees shall deem proper, granting to such Person or Persons such power and discretion with relation to securities, debt instruments or property as the Trustees shall deem proper;
 
(r)   To hold any security or property in a form not indicating any trust, whether in bearer, book entry, unregistered or other negotiable form; or either in the name of the Trustees or of the Trust or in the name of a custodian, subcustodian or other depository or a nominee or nominees or otherwise;
 
(s)   To establish separate and distinct Series with separately defined investment objectives and policies and distinct investment purposes in accordance with the provisions of Article 2 hereof and to establish Classes thereof having relative rights, powers and duties as they may provide consistent with applicable law;
 
(t)   To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation, issuer or concern, any security or debt instrument of which is held by the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation, issuer or concern; and to pay calls or subscriptions with respect to any security or debt instrument held in the Trust;
 
(u)   To make distributions of income and of capital gains to Shareholders in the manner herein provided;
 
(v)   To establish, from time to time, a minimum investment for Shareholders in the Trust or in one or more Series or Classes, and to require the redemption of the Shares of any Shareholders whose investment is less than such minimum in accordance with Section 7.3 hereof;
 
(w)   To cause each Shareholder, or each Shareholder of any particular Series or Class, to pay directly, in advance or arrears, for charges of the Trust’s custodian or transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder;
 
(x)   To establish one or more committees, to delegate any powers of the Trustees to such committees and to adopt a committee charter providing for such responsibilities, membership (including Trustees, officers or other agents of the Trust) and other characteristics of such committees as the Trustees may deem proper. Notwithstanding the provisions of this Article 4, and in addition to such provisions or any other provision of this Trust Instrument or of the By-laws, the Trustees may by resolution appoint a committee consisting of fewer than the whole number of the Trustees then in office, which committee may be empowered to act for and bind the Trustees and the Trust, as if the acts of such committee were the acts of all the Trustees then in office, with respect to any matter including the institution, prosecution, dismissal, settlement, review or investigation of any action, suit or proceeding that may be pending or threatened to be brought before any court, administrative agency or other adjudicatory body;
 
(y)   To interpret the investment policies, practices or limitations of the Trust or of any Series or Class;
 
(z)   To establish a registered office and have a registered agent in the State of Delaware;
 
(aa)   To pay or cause to be paid out of the principal or income of the Trust, or partly out of the principal and partly out of income, as they deem fair, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust, or in connection with the management thereof, including, but not limited to, the Trustees’ compensation and such expenses and charges for the services of the Trust’s officers, employees, Advisory Board Members, Trustees emeritus, investment adviser or manager, Principal Underwriter, auditors, counsel, custodian, transfer agent, shareholder servicing agent, and other agents or independent contractors and such other expenses and charges as the Trustees may deem necessary or proper to incur, which expenses, fees, charges, taxes and liabilities shall be allocated in accordance with the terms of this Trust Instrument;
 
(bb)   To invest part or all of the Trust Property (or part or all of the assets of any Series), or to dispose of part or all of the Trust Property (or part or all of the assets of any Series) and invest the proceeds of such disposition, in interests issued by one or more other investment companies or pooled portfolios, each of which may (but need not) be a trust (formed under the laws of any state or jurisdiction) which is classified as a partnership for federal income tax purposes, including investment by means of transfer of part or all of the Trust Property in exchange for an interest or interests in such one or more investment companies or pooled portfolios, all without any requirement of approval by Shareholders;
 
(cc)   To select or to authorize one or more persons to select brokers, dealers, futures commission merchants, banks or any agents or other entities, as appropriate, with which to effect transactions in securities and other instruments or investments;
 
(dd)   In general, to carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers; and
 
(ee)   To appoint one or more Advisory Board Members to serve the role provided for in Section 2(a)(1) of the 1940 Act and to cause the Trust to pay compensation to such persons for serving in such capacity.
 
The foregoing clauses shall be construed both as objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Trustees.  Any action by one or more of the Trustees in his or their capacity as such hereunder shall be deemed an action on behalf of the Trust or the applicable Series or Class, and not an action in an individual capacity.
 
No one dealing with the Trustees shall be under any obligation to make any inquiry concerning the authority of the Trustees, or to see to the application of any payments made or property transferred to the Trustees or upon their order.
 
Section 4.2                          Trustees and Officers as Shareholders .  Any Trustee, officer or other agent of the Trust may acquire, own and dispose of Shares to the same extent as if such person were not a Trustee, officer or agent; and the Trustees may issue and sell or cause to be issued and sold Shares to and buy such Shares from any such person or any firm or company in which such person invested, subject to the general limitations herein contained as to the sale and purchase of such Shares.
 
Section 4.3                          Action by the Trustees and Committees .  Meetings of the Trustees shall be held from time to time within or without the State of Delaware upon the call of the Chairman, if any, the Vice Chairman, if any, the President, the Principal Executive Officer, the Secretary, an Assistant Secretary or any two Trustees.  No annual meeting of Trustees shall be required.
 
(a)   Regular meetings of the Trustees may be held without call or notice at a time and place fixed by the By-laws or by resolution of the Trustees.  Notice of any other meeting shall be given not later than 48 hours preceding the meeting by United States mail or by electronic mail or other electronic transmission to each Trustee at his residence or business address or email address as set forth in the records of the Trust or otherwise given personally not less than 24 hours before the meeting but may be waived in writing, including by electronic mail, by any Trustee either before or after such meeting.  The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting except when a Trustee attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.
 
(b)   A quorum for all meetings of the Trustees shall be one third of the total number of Trustees, but no less than two Trustees.  Unless provided otherwise in this Trust Instrument or otherwise required by the 1940 Act, any action of the Trustees may be taken at a meeting by vote of a majority of the Trustees present (a quorum being present) or without a meeting by written consent of a majority of the Trustees, which written consent shall be filed with the minutes of proceedings of the Trustees.  Written consent may be evidenced by electronic mail or other electronic transmission from the Trustee giving such consent.  If there be less than a quorum present at any meeting of the Trustees, a majority of those present may adjourn the meeting until a quorum shall have been obtained.
 
(c)   Any committee of the Trustees, including an executive committee, if any, may act with or without a meeting.  A quorum for all meetings of any such committee shall be two or more of the members thereof, unless the Trustees shall provide otherwise or if the committee consists of only one member.  Unless provided otherwise in this Trust Instrument, any action of any such committee may be taken at a meeting by vote of a majority of the members present (a quorum being present) or without a meeting by written consent of a majority of the members, which written consent shall be filed with the minutes of proceedings of such committee. Written consent may be evidenced by electronic mail or other electronic transmission from the Trustee giving such consent.
 
(d)   With respect to actions of the Trustees and any committee of the Trustees, Trustees who are Interested Persons of the Trust or are otherwise interested in any action to be taken may be counted for quorum purposes under this Section 4.3 and shall be entitled to vote to the extent permitted by the 1940 Act.
 
(e)   All or any one or more Trustees may participate in a meeting of the Trustees or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to such communications system shall constitute presence in person at such meeting, unless the 1940 Act specifically requires the Trustees to act “in person,” in which case such term shall be construed consistent with Commission or staff releases or interpretations.
 
Section 4.4                          Chairman of the Board of Trustees .  The Trustees may appoint one of their number to be Chairman of the Board of Trustees who shall preside at all meetings of the Trustees at which he is present.  The Chairman may be (but is not required to be) the chief executive officer of the Trust, but shall not be an officer of the Trust solely by virtue of being appointed Chairman.  The Chairman shall have such responsibilities as may be determined by the Trustees from time to time.  The Trustees may elect Co-Chairmen or Vice Chairmen of the Board.  In the absence of the Chairman, another Trustee shall be designated by the Trustees to preside over the meeting of the Trustees, to set the agenda for the meeting and to perform the other responsibilities of the Chairman in his absence.
 
Section 4.5                          Principal Transactions .  Except to the extent prohibited by applicable law, the Trustees may, on behalf of the Trust, buy any securities from or sell any securities to, or lend any assets of the Trust to, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member acting as principal, or have any such dealings with any Affiliated Person of the Trust, invest­ment adviser, investment sub-adviser, distributor or transfer agent for the Trust or with any Interested Person of such Affiliated Person or other Person; and the Trust may employ any such Affiliated Person or other Person, or firm or company in which such Affiliated Person or other Person is an Interested Person, as broker, legal counsel, registrar, invest­ment adviser, invest­ment sub-adviser, distributor, transfer agent, dividend disbursing agent, custodian or in any other capacity upon customary terms.
 
 
ARTICLE 5

 
INVESTMENT ADVISER, INVESTMENT SUB-ADVISER,
 PRINCIPAL UNDERWRITER, ADMINISTRATOR, TRANSFER AGENT,
CUSTODIAN AND OTHER CONTRACTORS
 
 
Section 5.1                          Certain Contracts .  Subject to compliance with the provisions of the 1940 Act, but notwithstanding any limitations of present and future law or custom in regard to delegation of powers by trustees generally, the Trustees may, at any time and from time to time and without limiting the generality of their powers and authority otherwise set forth herein, enter into, modify, amend, supplement, assign or terminate one or more contracts with, and pay compensation to, any one or more corporations, trusts, associations, partnerships, limited partnerships, other type of organizations, or individuals to provide for the performance and assumption of some or all of the following services, duties and responsibilities to, for or of the Trust and/or the Trustees, and to provide for the performance and assumption of such other services, duties and responsibilities in addition to those set forth below as the Trustees may determine to be appropriate:
 
(a)   Investment Adviser and Investment Sub-Adviser .  The Trustees may in their discretion, from time to time, enter into an investment advisory or management contract or contracts with respect to the Trust or any Series whereby the other party or parties to such contract or contracts shall undertake to furnish the Trust with such manage­ment, investment advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions, as the Trustees may in their discretion determine.  Notwithstanding any other provision of this Trust Instrument, the Trustees may authorize any investment adviser (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities, other investment instruments of the Trust, or other Trust Property on behalf of the Trustees, or may authorize any officer, employee, agent, or Trustee to effect such purchases, sales or exchanges pursuant to recommendations of the investment adviser (and all without further action by the Trustees).  Any such purchases, sales and exchanges shall be deemed to have been authorized by the Trustees.
 
The Trustees may authorize, subject to applicable requirements of the 1940 Act, the investment adviser to employ, from time to time, one or more sub-advisers to perform such of the acts and services of the investment adviser, and upon such terms and conditions, as may be agreed upon between the investment adviser and sub-adviser.  Any reference in this Trust Instrument to the investment adviser shall be deemed to include such sub-advisers, unless the context otherwise requires.
 
(b)   Principal Underwriter .  The Trustees may in their discretion from time to time enter into an exclusive or non-exclusive underwriting contract or contracts providing for the sale of Shares for any one or more of its Series or Classes or other securities to be issued by the Trust, including a contract whereby the Trust may either agree to sell Shares or other securities to the other party to the contract or appoint such other party its sales agent for such Shares or other securities. In either case, the contract may also provide for the repurchase or sale of Shares or other securities by such other party as principal or as agent of the Trust.
 
(c)   Administrator .  The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties shall undertake to furnish the Trust with administrative services.  The contract or contracts shall be on such terms and conditions as the Trustees may in their discretion determine.
 
(d)   Transfer Agent .  The Trustees may in their discretion from time to time enter into one or more transfer agency and Shareholder service contracts whereby the other party or parties shall undertake to furnish the Trust with transfer agency and Shareholder services.  The contract or contracts shall be on such terms and conditions as the Trustees may in their discretion determine.
 
(e)   Administrative Service and Distribution Plans .  The Trustees may, on such terms and conditions as they may in their discretion determine, adopt one or more plans pursuant to which compensation may be paid directly or indirectly by the Trust for Shareholder servicing, administration and/or distribution services with respect to one or more Series or Classes including without limitation, plans subject to Rule 12b-1 under the 1940 Act, and the Trustees may enter into agreements pursuant to such plans.
 
(f)   Fund Accounting .  The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties undertakes to handle all or any part of the Trust’s accounting responsibilities, whether with respect to the Trust’s properties, Shareholders or otherwise.
 
(g)   Custodian and Depository .  The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties undertakes to act as depository for and to maintain custody of the property of the Trust or any Series or Class and accounting records in connection therewith.
 
(h)   Parties to Contract .  Any contract described in this Article 5 may be entered into with any corporation, firm, partnership, trust or association, although one or more of the Trustees or officers of the Trust may be an officer, director, trustee, shareholder, or member of such other party to the contract, and no such contract shall be invalidated or rendered void or voidable by reason of the existence of any relationship, nor shall any person holding such relationship be disqualified from voting on or executing the same in his capacity as Shareholder and/or Trustee, nor shall any Person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, provided that the contract when entered into was not inconsistent with the provisions of this Article 5.  The same Person (including a firm, corporation, partnership, trust, or association) may be the other party to contracts entered into pursuant to this Article 5, and any individual may be financially interested or otherwise affiliated with persons who are parties to any or all of the contracts mentioned in this Section 5.1.
 
ARTICLE 6
 
SHAREHOLDER VOTING POWERS AND MEETINGS
 
Section 6.1                          Voting .
 
(a)   The Shareholders shall have power to vote only: (i) for the election of one or more Trustees in order to comply with the provisions of the 1940 Act (including Section 16(a) thereof), (ii) for the removal of Trustees in accordance with Section 3.2(b) hereof, (iii) on certain amendments to this Trust Instrument enumerated in Section 9.6 hereof, (iv) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, or (v) as the Trustees may consider necessary or desirable.
 
(b)   On each matter submitted to a vote of Shareholders, unless the Trustees determine otherwise, all Shares of all Series and Classes shall vote together as a single class; provided, however, that: as to any matter (i) with respect to which a separate vote of one or more Series or Classes is required by the 1940 Act or by action of the Trustees in establishing and designating the Series or Class(es), such requirements as to a separate vote by such Series or Class(es) shall apply in lieu of all Shares of all Series and Classes voting together, and (ii) which does not affect the interests of a particular Series or Class, only the holders of Shares of the one or more affected Series or Classes shall be entitled to vote.  In general, each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote; provided, however, on any matter submitted to a vote of Shareholders, the Trustees may determine, without the vote or consent of Shareholders (except as required by the 1940 Act), that each dollar of Net Asset Value (number of Shares owned times Net Asset Value per Share of the Trust, if no Series shall have been established, or of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote.  Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote.  There shall be no cumulative voting in the election of Trustees.  Shares may be voted in person or by proxy or in any manner provided for in the By-laws or as determined by the Trustees.  A proxy may be given in writing, electronically, by telephone, by telecopy, or in any other manner provided for in the By-laws or as determined by the Trustees.  Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Trust Instrument or any of the By-laws of the Trust to be taken by Shareholders.  A Shareholder may authorize another Person or Persons to act for such Shareholder as proxy by transmitting or authorizing in writing, electronically, by telephone, by telecopy or other electronic transmission to the Person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the Person who will be the holder of the proxy to receive such transmission, provided that any such writing or other transmission must either set forth or be submitted with information from which it can be determined that the writing or other transmission was authorized by the Shareholder.
 
Section 6.2                          Notices.   Any and all notices to which any Shareholder hereunder may be entitled and any and all communications shall be deemed duly served or given if presented personally to a Shareholder, left at his or her residence or usual place of business or sent via United States mail or by electronic transmission to a Shareholder at his or her address as it is registered with the Trust.  If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the Shareholder at his or her address as it is registered with the Trust with postage thereon prepaid.
 
Section 6.3                          Meetings of Shareholders .
 
(a)   Meetings of the Shareholders may be called at any time by the Chairman or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in the aggregate, not less than 10% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be called.  Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate.  Shareholders of one third of the Shares of the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or by this Trust Instrument or the By-laws.  Any lesser number shall be sufficient for adjournments.  Unless the 1940 Act, this Trust Instrument or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.
 
(b)   Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date.  Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record date.
 
Section 6.4                          Record Date .  For the purpose of determining the Shareholders who are entitled to notice of any meeting and to vote at any meeting, or to participate in any distribution, or for the purpose of any other action, the Trustees may from time to time fix a date, not more than 120 calendar days prior to the original date of any meeting of the Shareholders (which may be adjourned or postponed in compliance with Section 6.3(b) hereof) or payment of distributions or other action, as the case may be, as a record date for the determination of the persons to be treated as Shareholders of record for such purposes, and any Shareholder who was a Shareholder at the date and time so fixed shall be entitled to vote at such meeting or to be treated as a Shareholder of record for purposes of such other action, even though he has since that date and time disposed of his Shares, and no Shareholder becoming such after that date and time shall be so entitled to vote at such meeting or to be treated as a Shareholder of record for purposes of such other action.  Nothing in this Section 6.4 shall be construed as precluding the Trustees from setting different record dates for different Series or Classes.
 
Section 6.5                          Notice of Meetings .
 
(a)   Written or printed notice of all meetings of the Shareholders, stating the time, place and purposes of the meeting, shall be given as provided in Section 6.2 for the giving of notices, at least 10 business days before the meeting.  At any such meeting, any business properly before the meeting may be considered whether or not stated in the notice of the meeting.  Any adjourned or postponed meeting held as provided in Section 6.3 shall not require the giving of additional notice.
 
(b)   Notice of any Shareholder meeting need not be given to any Shareholder if a written waiver of notice (including, but not limited to, electronic, telegraphic or facsimilie or computerized writings), executed before or after such meeting, is filed with the record of such meeting, or to any Shareholder who shall attend such meeting in person or by proxy.  The attendance of a Shareholder at a meeting of Shareholders shall constitute a waiver of notice of such meeting except when a Shareholder attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.
 
Section 6.6                          Proxies, Etc .  At any meeting of Shareholders, any Shareholder entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary, or with such other officer or agent of the Trust as the Secretary may direct, for verification prior to the time at which such vote shall be taken.
 
(a)   Pursuant to a resolution of a majority of the Trustees, proxies may be solicited in the name of one or more Trustees or one or more of the officers of the Trust.  Only Shareholders of record shall be entitled to vote.
 
(b)   When Shares are held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Shares, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Shares.
 
(c)   A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger.  If the Shareholder is a minor or a person of unsound mind, and subject to guardianship or to the legal control of any other person regarding the charge or management of its Share, he may vote by his guardian or such other person appointed or having such control, and such vote may be given in person or by proxy.
 
Section 6.7                          Action by Written Consent .  Subject to the provisions of the 1940 Act, any action taken by Shareholders may be taken without a meeting if a majority of the Shares entitled to vote on the matter (or such larger proportion thereof as shall be required by law, by any provision of this Trust Instrument or by the Trustees) consent to the action in writing.  Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.  Any written consent may be given by facsimile, electronic mail or other electronic means.  The Trustees may adopt additional rules and procedures regarding the taking of Shareholder action by written consents.
 
Section 6.8                          Delivery by Electronic Transmission or Otherwise .  Notwithstanding any provision in this Trust Instrument to the contrary, any notice, proxy, vote, consent, instrument or writing of any kind referenced in, or contemplated by, this Trust Instrument or the By-laws may, as determined by the Trustees, be given, granted or otherwise delivered by electronic transmission (within the meaning of the Act), including via the internet, or in any other manner permitted by applicable law.
 
 
ARTICLE 7
 
DISTRIBUTIONS AND REDEMPTIONS
 
Section 7.1                          Distributions.
 
(a)   The Trustees may from time to time declare and pay dividends or other distributions with respect to any Series or Class.  The amount of such dividends or distributions and the payment of them and whether they are in cash or any other Trust Property shall be wholly in the discretion of the Trustees.
 
(b)   Dividends and distributions on Shares of a particular Series or any Class thereof may be paid with such frequency as the Trustees may determine, which may be daily or otherwise, pursuant to a standing resolution or resolution adopted only once or with such frequency as the Trustees may determine, to the Shareholders of Shares in that Series or Class, from such of the income and capital gains, accrued or realized, from the Trust Property belonging to that Series, or in the case of a Class, belonging to that Series and allocable to that Class, as the Trustees may determine, after providing for actual and accrued liabilities belonging to that Series.  All dividends and distributions on Shares in a particular Series or Class thereof shall be distributed pro rata to the Shareholders of Shares in that Series or Class in proportion to the total outstanding Shares in that Series or Class held by such Shareholders at the date and time of record established for the payment of such dividends or distribution, except to the extent otherwise required or permitted by the preferences and special or relative rights and privileges of any Series or Class and except that in connection with any dividend or distribution program or procedure the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder’s purchase order and/or payment in the prescribed form has not been received by the time or times established by the Trustees under such program or procedure.  Such dividends and distributions may be made in cash or Shares of that Series or Class or a combination thereof as determined by the Trustees or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder.  The Trustees may adopt and offer to Shareholders such dividend reinvestment plans, cash dividend payout plans or related plans as the Trustees shall deem appropriate.
 
(c)   Anything in this Trust Instrument to the contrary notwithstanding, the Trustees may at any time declare and distribute a stock dividend pro rata among the Shareholders of a  particular Series, or Class thereof, as of the record date of that Series or Class fixed as provided in subsection (b) of this Section 7.1.  The Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders.
 
Section 7.2                          Redemption by Shareholder.
 
(a)   Unless the Trustees otherwise determine with respect to a particular Series or Class at the time of establishing and designating the same and subject to the 1940 Act, each holder of Shares of a particular Series or Class thereof shall have the right at such times as may be permitted by the Trust to require the Trust to redeem (out of the assets belonging to the applicable Series or Class) all or any part of his Shares at a redemption price equal to the Net Asset Value per Share of that Series or Class next determined in accordance with Section 7.4 after the Shares are properly tendered for redemption, less such redemption fee or other charge, if any, as may be fixed by the Trustees.  Except as otherwise provided in this Trust Instrument, payment of the redemption price shall be in cash; provided, however, that to the extent permitted by applicable law, the Trustees may authorize the Trust to make payment wholly or partly in securities or other assets belonging to the applicable Series at the value of such securities or assets used in such determination of Net Asset Value.  Subject to the foregoing, the fair value, selection, and quantity of securities or other assets so paid or delivered as all or part of the redemption price may be determined by or under the authority of the Trustees.  In no case shall the Trust or the Trustees be liable for any delay of any Person in transferring securities selected for delivery as all or part of the redemption price.
 
(b)   Notwithstanding the foregoing, the Trust may postpone payment of the redemption price and may suspend the right of the holders of Shares of any Series or Class to require the Trust to redeem Shares of that Series or Class during any period or at any time when and to the extent permissible under the 1940 Act.
 
(c)   If a Shareholder shall submit a request for the redemption of a greater number of Shares than are then allocated to such Shareholder, such request shall not be honored.
 
Section 7.3                          Redemption by Trust .
 
(a)   Unless the Trustees otherwise determine with respect to a particular Series or Class at the time of establishing and designating the same, each Share of each Series or Class thereof that has been established and designated is subject to redemption (out of the assets belonging to the applicable Series or Class) by the Trust at the redemption price which would be applicable if such Share were then being redeemed by the Shareholder pursuant to Section 7.2 at any time if the Trustees determine that it is in the best interest of the Trust to so redeem such Shares, which determination may be delegated to the investment adviser of the Trust.  Upon such redemption the holders of the Shares so redeemed shall have no further right with respect thereto other than to receive payment of such redemption price.  Without limiting the generality of the foregoing, the Trustees may cause the Trust to redeem (out of the assets belonging to the applicable Series or Class) all of the Shares of one or more Series or Classes held by (i) any Shareholder if the value of such Shares held by such Shareholder is less than the minimum amount established from time to time by the Trustees, (ii) all Shareholders of one or more Series or Classes if the value of such Shares held by all Shareholders is less than the minimum amount established from time to time by the Trustees or (iii) any Shareholder to reimburse the Trust for any loss or expense it has sustained or incurred by reason of the failure of such Shareholder to make full payment for Shares purchased by such Shareholder, or by reason of any defective redemption request, or by reason of indebtedness incurred because of such Shareholder or to collect any charge relating to a transaction effected for the benefit of such Shareholder or as provided in the prospectus relating to such Shares.
 
(b)   If the Trustees shall, at any time and in good faith, determine that direct or indirect ownership of Shares of any Series or Class thereof has or may become concentrated in any Person to an extent that would disqualify any Series as a regulated investment company under the Internal Revenue Code, then the Trustees shall have the power (but not the obligation), by such means as they deem equitable, to (i) call for the redemption of a number, or amount, of Shares held by such Person sufficient to maintain or bring the direct or indirect ownership of Shares into conformity with the requirements for such qualification, (ii) refuse to transfer or issue Shares of any Series or Class thereof to such Person whose acquisition of the Shares in question would result in such disqualification, or (iii) take such other actions as they deem necessary and appropriate to avoid such disqualification.
 
Section 7.4                          Net Asset Value .
 
(a)   The Net Asset Value per Share of any Series or Class thereof shall be the quotient obtained by dividing the value of the net assets of that Series or Class (being the value of the assets belonging to that Series or Class less the liabilities belonging to that Series or Class) by the total number of Shares of that Series or Class outstanding, all determined in accordance with the methods and procedures, including without limitation those with respect to rounding, established by the Trustees from time to time.
 
(b)   The Trustees may determine to maintain the Net Asset Value per Share of any Series at a designated constant dollar amount and in connection therewith may adopt procedures not inconsistent with the 1940 Act for the continuing declarations of income attributable to that Series or Class thereof as dividends payable in additional Shares of that Series or Class thereof at the designated constant dollar amount and for the handling of any losses attributable to that Series or Class thereof.  Such procedures may, among other things, provide that in the event of any loss each Shareholder of a Series or Class thereof shall be deemed to have contributed to the capital of the Trust attributable to that Series or Class thereof his pro rata portion of the total number of Shares required to be cancelled in order to permit the Net Asset Value per Share of that Series or Class thereof to be maintained, after reflecting such loss, at the designated constant dollar amount.  Each Shareholder of the Trust shall be deemed to have agreed, by his investment in the Trust, to make the contribution referred to in the preceding sentence in the event of any such loss.
 
Section 7.5                          Power to Modify Procedures .
 
(a)   Notwithstanding any of the foregoing provisions of this Article 7, the Trustees may prescribe, in their absolute discretion except as may be required by the 1940 Act, such other bases and times for determining the Net Asset Value of the Shares or net income, or the declaration and payment of dividends and distributions as they may deem necessary or desirable for any reason, including to enable the Trust to comply with any provision of the 1940 Act, or any securities exchange or association registered under the Securities Exchange Act of 1934, or any order of exemption issued by the Commission, all as in effect now or hereafter amended or modified.
 
(b)   Nothing in this Trust Instrument shall be deemed to restrict the ability of  the Trustees in their full discretion, without the need for any notice to, or approval by the Shareholders of, any Series or Class, to allocate, reallocate or authorize the contribution or payment, directly or indirectly, to one or more than one Series or Class of the following:  (i) assets, income, earnings, profits, and proceeds thereof, (ii) proceeds derived from the sale, exchange or liquidation of assets, and (iii) any cash or other assets contributed or paid to the Trust from a manager, administrator or other adviser of the Trust or an Affiliated Person thereof, or other third party, another Series or another Class, in each case to remediate misallocations of income and capital gains, ensure equitable treatment of Shareholders of a Series or Class, or for such other valid reason determined by the Trustees.
 
 
ARTICLE 8
 
COMPENSATION, LIMITATION OF LIABILITY OF TRUSTEES
 
Section 8.1                          Compensation .  The Trustees as such shall be entitled to compensation from the Trust, and the Trustees may fix the amount of such compensation. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, legal, accounting, investment banking or other services and payment for the same by the Trust.
 
Section 8.2                          Limitation of Liability .
 
(a)   The Trustees shall be entitled to the protection against personal liability for the obligations of the Trust under Section 3803(b) of the Act.  No Trustee or former Trustee shall be liable to the Trust, its Shareholders, or to any Trustee, officer, employee, or agent thereof for any action or failure to act (including, without limitation, the failure to compel in any way any former or acting Trustee to redress any breach of trust) except for his own bad faith, willful misfeasance, gross negligence or reckless disregard of his duties involved in the conduct of the office of the Trustee hereunder.  No Trustee who has been determined to be an “audit committee financial expert” (for purposes of Section 407 of the Sarbanes-Oxley Act of 2002 or any successor provision thereto) by the Board of Trustees shall be subject to any greater liability or duty of care in discharging such Trustee’s duties and responsibilities by virtue of such determination than is any Trustee who has not been so designated.  No Trustee or former Trustee shall be responsible or liable in any event for any neglect or wrongdoing of any other Trustee, Advisory Board Member, officer, agent, employee, manager, adviser, sub-adviser or principal underwriter of the Trust.
 
(b)   The officers, employees, Advisory Board Members and agents of the Trust shall be entitled to the protection against personal liability for the obligations of the Trust under Section 3803(c) of the Act.  No officer, employee, Advisory Board Member or agent of the Trust shall be liable to the Trust, its Shareholders, or to any Trustee, officer, employee, or agent thereof for any action or failure to act (including, without limitation, the failure to compel in any way any former or acting Trustee to redress any breach of trust) except for his own bad faith, willful misfeasance, gross negligence or reckless disregard of his duties.
 
Section 8.3                          Fiduciary Duty.
 
(a)   To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his good faith reliance on the provisions of this Trust Instrument.  The provisions of this Trust Instrument, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons.
 
(b)   Unless otherwise expressly provided herein:
 
(i)   whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or
 
(ii)   whenever this Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then
 
(iii)   such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles.  In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise.
 
(c)   Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard.
 
(d)   Any Fiduciary Covered Person and any Affiliated Persons of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person.  No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall have any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust.  Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Trust Instrument or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper.  Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliated Person of the Trust or the Shareholders.
 
(e)   To the fullest extent permitted by law, it is intended that Advisory Board Members and Trustees emeritus shall have no fiduciary duties or liabilities to the Trust or the Shareholders.
 
Section 8.4                          Indemnification .  The Trust shall indemnify to the fullest extent permitted by law each of its Trustees, former Trustees, Trustees emeritus, Advisory Board Members and officers and persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor, or otherwise, and may indemnify any trustee, director or officer of a predecessor organization (each an “Indemnified Person”), and may indemnify its employees and agents, against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and expenses including reasonable accountants’ and counsel fees) reasonably incurred in connection with the defense or disposition of any action, suit or other proceeding of any kind and nature whatsoever, whether brought in the right of the Trust or otherwise, and whether of a civil, criminal or administrative nature, before any court or administrative or legislative body, including any appeal therefrom, in which he or she may be involved as a party, potential party, non-party witness or otherwise or with which he or she may be threatened, while as an Indemnified Person or thereafter, by reason of being or having been such an Indemnified Person, except that no Indemnified Person shall be indemnified against any liability to the Trust or its Shareholders to which such Indemnified Person would otherwise be subject by reason of bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties involved in the conduct of such Indemnified Person’s office (such willful misfeasance, bad faith, gross negligence or reckless disregard being referred to herein as “Disabling Conduct”).  Expenses, including accountants’ and counsel fees so incurred by any such Indemnified Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be promptly paid from time to time, and the expenses of the Trust’s employees or agents may be paid from time to time, by the Trust or a Series in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article 8 and either (i) such Indemnified Person provides security for such undertaking, (ii) the Trust is insured against losses arising by reason of such payment, or (iii) a majority of a quorum of disinterested, non-party Trustees, or independent legal counsel in a written opinion, determines, based on a review of readily available facts, that there is reason to believe that such Indemnified Person ultimately will be found entitled to indemnification.
 
Section 8.5                          Indemnification Determinations .  Indemnification of an Indemnified Person pursuant to Section 8.4 shall be made if (a) the court or body before whom the proceeding is brought determines, in a final decision on the merits, that such Indemnified Person was not liable by reason of Disabling Conduct or (b) in the absence of such a determination, a majority of a quorum of disinterested, non-party Trustees or independent legal counsel in a written opinion make a reasonable determination, based upon a review of the facts, that such Indemnified Person was not liable by reason of Disabling Conduct.  In making such a determination, the Board of Trustees of the Trust shall act in conformity with then applicable law and administrative interpretations, and shall afford a Trustee requesting indemnification who is not an “interested person” of the Trust, as defined in Section 2(a)(19) of the 1940 Act, a rebuttable presumption that such Trustee did not engage in disabling conduct while acting in his capacity as a Trustee.
 
Section 8.6                          Indemnification Not Exclusive .  The right of indemnification provided by this Article 8 shall not be exclusive of or affect any other rights to which any such Indemnified Person may be entitled.  As used in this Article 8, “Indemnified Person” shall include such person’s heirs, executors and administrators, and a “disinterested, non-party Trustee” is a Trustee who is neither an Interested Person of the Trust nor a party to the proceeding in question.
 
Section 8.7                          Reliance on Experts, Etc. .  Each Trustee, officer or employee of the Trust shall, in the performance of his duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon an opinion of counsel, or upon reports made to the Trust by any of its officers or employees or by any manager, adviser, administrator, accountant, appraiser or other expert or consultant selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or expert may also be a Trustee.  The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Trust Instrument, and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice.
 
Section 8.8                          No Duty of Investigation; Notice in Trust Instrument .  No purchaser, lender, or other Person dealing with the Trustees or any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent.  Every obligation, contract, instrument, certificate or other interest or undertaking of the Trust, and every other act or thing whatsoever executed in connection with the Trust, shall be conclusively taken to have been executed or done by the executors thereof only in their capacity as Trustees, officers, employees or agents of the Trust.  The execution of any such obligation, contract, instrument, certificate or other interest or undertaking shall not personally bind such Trustees, officers employees or agents of the Trust or make them personally liable thereunder, nor shall it give rise to a claim against their private property or the private property of the Shareholders for the satisfaction of any obligation or claim thereunder.  The Trustees may maintain insurance for the protection of the Trust Property, Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall deem advisable.
 
Section 8.9                          No Bond Required of Trustees .  No Trustee shall, as such, be obligated to give any bond or surety or other security for the performance of any of his duties hereunder.
 
Section 8.10                          Insurance .  The Trust shall purchase and maintain in effect one or more policies of insurance on behalf of its Trustees and officers in such amounts and with such coverage as shall be determined from time to time by the Board of Trustees, and also may purchase and maintain such insurance for any of its employees and other agents, issued by a reputable insurer or insurers, against any expenses actually and reasonably incurred by such person in any proceeding arising out of or in connection with his service to the Trust, with customary limitations and exceptions, whether or not the Trust would have the power to indemnify such person against such expenses pursuant to this Article 8.
 
 
ARTICLE 9
 
MISCELLANEOUS
 
 
Section 9.1                          Trust Not a Partnership .  It is the intention of the Trustees that the Trust shall be a statutory trust under the Act and that this Trust Instrument and the By-laws, if any, shall together constitute the “governing instrument” of the Trust as defined in Section 3801(f) of the Act. It is hereby expressly declared that a Delaware statutory trust and not a partnership or other form of organization is created hereby.  All persons extending credit to, contracting with or having any claim against any Series of the Trust or any Class within any Series shall look only to the assets of such Series or Class for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor.  Every note, bond, contract or other undertaking issued by or on behalf of the Trust or the Trustees relating to the Trust or to a Series or Class shall include a  recitation limiting the obligations represented thereby to the Trust or to one or more Series or Classes and its or their assets (but the omission of such a recitation shall not operate to bind any Shareholder, Trustee, officer, employee or agent of the Trust).
 
Section 9.2                          Dissolution and Termination of Trust, Series or Class.
 
(a)   Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees by written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees by written notice to the Shareholders of such Series. Any Class of any Series of Shares may be terminated at any time by the Trustees by written notice to the Shareholders of such Class. Any action to dissolve the Trust shall be deemed also to be an action to dissolve each Series and each Class thereof and any action to dissolve a Series shall be deemed also to be an action to terminate each Class thereof.
 
(b)   Upon the requisite action by the Trustees to dissolve the Trust or any one or more Series, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if the Trust has not dissolved) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or Series involved, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of such Series on the date of distribution unless otherwise determined by the Trustees or otherwise provided by this Trust Instrument. Thereupon, any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class of any Series of Shares, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 9.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class of any Series of Shares, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 7.3 of Article 7 of this Trust Instrument provided that the costs relating to the termination of such Class shall be included in the determination of the Net Asset Value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination).
 
(c)   Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Act, which certificate of cancellation may be signed by any one Trustee. Upon termination of the Trust, the Trustees, subject to Section 3808 of the Act, shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
 
Section 9.3                          Merger, Consolidation, Incorporation.
 
(a)   Notwithstanding any other provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, (i) cause the Trust to convert into or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (each, a “Successor Entity”), or a series of any Successor Entity to the extent permitted by law, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, (iii) cause the Trust to incorporate under the laws of a state, commonwealth, possession or colony of the United States, (iv) sell or convey all or substantially all of the assets of the Trust or any Series or Class to another Series or Class of the Trust or to a Successor Entity, or a series of a Successor Entity to the extent permitted by law, for adequate consideration as determined by the Trustees which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent of the Trust or any affected Series or Class, and which may include Shares of such other Series or Class of the Trust or shares of beneficial interest, stock or other ownership interest of such Successor Entity (or series thereof) or (v) at any time sell or convert into money all or any part of the assets of the Trust or any Series or Class thereof.  Any agreement of merger, reorganization, consolidation, exchange or conversion or certificate of merger, certificate of conversion or other applicable certificate may be signed by a majority of the Trustees or an authorized officer of the Trust and facsimile signatures conveyed by electronic or telecommunication means shall be valid.
 
(b)   Pursuant to and in accordance with the provisions of Section 3815(f) of the Act, and notwithstanding anything to the contrary contained in this Trust Instrument, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 9.3 may effect any amendment to the Trust Instrument or effect the adoption of a new trust instrument of the Trust or change the name of the Trust if the Trust is the surviving or resulting entity in the merger or consolidation.
 
(c)   Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, create one or more statutory or business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.
 
(d)   Notwithstanding any provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval, invest all or a portion of the Trust Property of any Series, or dispose of all or a portion of the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies registered under the 1940 Act. Any such other investment company may (but need not) be a trust (formed under the laws of the State of Delaware or any other state or jurisdiction) or subtrust thereof which is classified as a partnership for federal income tax purposes. Notwithstanding any provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, cause a Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause such series to invest its Trust Property directly in securities and other financial instruments or in another master fund.
 
Section 9.4                          Filing of Copies, References, Headings .  The original or a copy of this Trust Instrument and of each amendment hereof or Trust Instrument supplemental hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder.  Anyone dealing with the Trust may rely on a certificate by an officer or Trustee of the Trust as to whether or not any such amendments or supplements have been made and as to any matters in connection with the Trust hereunder, and with the same effect as if it were the original, may rely on a copy certified by an officer or Trustee of the Trust to be a copy of this Trust Instrument or of any such amendment or supplemental Trust Instrument.  In this Trust Instrument or in any such amendment or supplemental Trust Instrument, references to this Trust Instrument, and all expressions like “herein,” “hereof” and “hereunder,” shall be deemed to refer to this Trust Instrument as amended or affected by any such supplemental Trust Instrument.  All expressions like “his”, “he” and “him” shall be deemed to include the feminine and neuter, as well as masculine, genders.  Headings are placed herein for convenience of reference only and in case of any conflict, the text of this Trust Instrument rather than the headings shall control.  This Trust Instrument may be executed in any number of counterparts each of which shall be deemed an original.
 
Section 9.5                          Applicable Law .  The trust set forth in this instrument is made in the State of Delaware, and the Trust and this Trust Instrument, and the rights and obligations of the Trustees and Shareholders hereunder, shall be governed by and construed and administered according to the Act and the laws of said State; provided, however, that there shall not be applicable to the Trust, the Trustees or this Trust Instrument (a) the provisions of Sections 3540 and 3561 of Title 12 of the Delaware Code or (b) any provisions of the laws (statutory or common) of the State of Delaware (other than the Act) pertaining to trusts which relate to or regulate: (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (iv) fees or other sums payable to trustees, officers, agents or employees of a trust, (v) the allocation of receipts and expenditures to income or principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets, or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees, which are inconsistent with the limitations or liabilities or authorities and powers of the Trustees set forth or referenced in this Trust Instrument.  The Trust shall be of the type commonly called a “statutory trust”, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust under Delaware law.  The Trust specifically reserves the right to exercise any of the powers or privileges afforded to trusts or actions that may be engaged in by trusts under the Act, and the absence of a specific reference herein to any such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions.
 
Section 9.6                          Amendments .  Except as specifically provided herein, the Trustees may, without Shareholder vote, amend or otherwise supplement this Trust Instrument by making an amendment hereto, a Trust Instrument supplemental hereto or an amended and restated trust instrument.  Shareholders shall have the right to vote: (i) on any amendment which would affect their right to vote granted in Section 6.1, (ii) on any amendment to this Section 9.6, (iii) on any amendment for which such vote is required by the 1940 Act and (iv) on any amendment submitted to them by the Trustees.  Any amendment required or permitted to be submitted to Shareholders which, as the Trustees determine, shall affect the Shareholders of one or more Series or Classes shall be authorized by vote of the Shareholders of each Series or Class affected and no vote of shareholders of a Series or Class not affected shall be required.  Anything in this Trust Instrument to the contrary notwithstanding, no amendment to Article 8 hereof shall limit the rights to indemnification or insurance provided therein with respect to action or omission of any persons protected thereby prior to such amendment.  The Trustees may without Shareholder vote, restate or amend or otherwise supplement the By-laws and the Certificate of Trust as the Trustees deem necessary or desirable.
 
Section 9.7                          Fiscal Year .  The fiscal year of the Trust or any Series shall end on a specified date as determined from time to time by the Trustees.
 
Section 9.8                          Provisions in Conflict with Law .  The provisions of this Trust Instrument are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Trust Instrument (including, if the context requires, any non-conflicting provisions contained in the same section or subsection as the conflicting provision); provided, however, that such determination shall not affect any of the remaining provisions of this Trust Instrument or render invalid or improper any action taken or omitted prior to such determination. If any provision of this Trust Instrument shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provisions in any other jurisdiction or any other provision of this Trust Instrument in any jurisdiction.
 
Section 9.9                          Reliance by Third Parties .  Any certificate executed by an individual who, according to the records of the Trust or of any recording office in which this Trust Instrument may be recorded, appears to be a Trustee hereunder, certifying to (a) the number or identity of Trustees or Shareholders, (b) the due authorization of the execution of any instrument or writing, (c) the form of any vote passed at a meeting of Trustees or Shareholders, (d) the fact that the number of Trustees or Shareholders present at any meeting or executing any written instrument satisfies the requirements of this Trust Instrument, (e) the form of any By-laws adopted by or the identity of any officers elected by the Trustees, or (f) the existence of any fact or facts which in any manner relate to the affairs of the Trust, shall be conclusive evidence as to the matters so certified in favor of any person dealing with the Trustees and their successors.
 

IN WITNESS WHEREOF, the undersigned, being the Trustees of the Trust, have executed this Agreement and Declaration of Trust as of the 20th day of August, 2009.
 

 
/s/ Vincent P. Corti                                                       
Vincent P. Corti, Trustee
 

 
/s/ Herbert Y. Poon                                                       
Herbert Y. Poon, Trustee
 

 
/s/ Michael J. Triessl                                                                 
Michael J. Triessl, Trustee
 

BY-LAWS

OF

INTERNATIONAL GROWTH AND INCOME FUND
(the “Trust”)



ARTICLE 1
INTRODUCTION; DEFINITIONS

Any terms defined in the Trust’s Agreement and Declaration of Trust (the “Declaration”), as amended from time to time, shall have the same meaning when used herein.

These By-laws shall be subject to the Declaration.  In the event of any inconsistency between the terms of these By-laws and the terms of the Declaration, the terms of the Declaration shall control.

ARTICLE 2
OFFICES

Section 2.01                        Registered Agent .  The Trust shall maintain a registered agent in the State of Delaware, which agent shall initially be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Trustees may designate a successor resident agent, provided, however, that such appointment shall not become effective until written notice thereof is delivered to the office of the Secretary of State.

Section 2.02                        Offices .  The Trust may have its principal office and other offices in such places within as well as without the State of Delaware as the Trustees may from time to time determine.

ARTICLE 3
SHAREHOLDERS

Section 3.01                        Meetings .  Meetings of the Shareholders shall be held as provided in the Declaration at such place within or without the State of Delaware as the Trustees shall designate.

Section 3.02                        Chairman and Secretary of Meetings of Shareholders .  The meetings of Shareholders shall be presided over by the Chairman.  If the Chairman is not present, the meeting of Shareholders shall be presided over by the Vice Chairman, if any, or if he is not present, by the President, or if none of them is present, then any officer of the Trust appointed by the President to act on his or her behalf shall preside over such meetings.  The Secretary, if present, shall act as a Secretary of such meetings, or if he is not present or is otherwise presiding over the meeting in another capacity, an Assistant Secretary, if any, shall so act.  If neither the Secretary nor the Assistant Secretary is present or, if present, the Secretary is otherwise presiding over the meeting in another capacity, then any such person appointed by the Secretary to act on his behalf shall act as Secretary of such meetings.

Section 3.03                        Conduct of Meetings of Shareholders .  The Trustees shall be entitled to make such rules and regulations for the conduct of meetings of the Shareholders as they shall deem necessary, appropriate or convenient.  Subject to such rules and regulations of the Trustees, if any, the Chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such Chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to Shareholders of record of the Trust and their duly authorized and constituted proxies, and such other persons as the Chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants, and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot.

Section 3.04                        Voting .  The Shareholders entitled to vote at any meeting of Shareholders shall be determined in accordance with the provisions of the Declaration, as in effect as of such time.  On any matter other than election of Trustees, any Shareholder may vote part of the Shares in favor of the proposal and refrain from voting the remaining Shares or vote them against the proposal, but if the Shareholder fails to specify the number of Shares which the Shareholder is voting affirmatively, it will be conclusively presumed that the Shareholder’s approving vote is with respect to all of the Shares that such Shareholder is entitled to vote on such proposal.

ARTICLE 4
TRUSTEES

Section 4.01                        Meetings .  Meetings of the Trustees may be held as provided in the Declaration at such place within or without the State of Delaware as the Trustees shall designate.

Section 4.02                        Committees .  The Board of Trustees of the Trust (the “Board”) may, by resolution passed by a majority of the entire Board, designate one or more committees, each committee to consist of one or more of the Trustees.  The Board may designate one or more Trustees as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If the Chairman is not an “interested person” of the Fund, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), he shall be an ex officio member of each committee of which he is not otherwise a member (other than any committee made up of one Trustee).  An ex officio member of a committee may take part in discussions of that committee’s business, but shall not be considered for the purposes of calculating attendance, determining a quorum, voting or authorizing any action by such committee.  Any committee of the Board, to the extent provided in a resolution or by applicable law, shall have and may exercise the powers of the Board in the management of the business and affairs of the Trust, provided, however, that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board and may operate pursuant to a written charter adopted by the Committee. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.  Committee members (including ex officio members) shall be entitled to compensation from the Trust, and the Trustees may fix the amount of such compensation.

Section 4.03                        Advisory Board .  The Board may create an Advisory Board of the Trust.  The Board shall appoint the Advisory Board Members thereof, fix their compensation from time to time and determine the scope of the Advisory Board’s participation in the activities of the Trust.

Section 4.04                        Trustees Emeritus .  The Board may appoint Trustees emeritus to act as advisors to the Board and may fix their compensation from time to time.

ARTICLE 5
OFFICERS

Section 5.01                        Executive Officers .  The Board may appoint a Vice Chairman of the Board from among the Trustees, and shall appoint a President, a Principal Executive Officer, a Secretary and a Treasurer none of whom need be a Trustee. The Board may also appoint one or more Principal Investment Officers, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers and such other officers as the Board shall deem necessary or appropriate.  None of the foregoing need be a Trustee. Any two or more of the above-mentioned offices, except those of President and Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument be required by law, by the Declaration, by these By-laws or by resolution of the Board to be executed by any two or more officers. Each such officer shall hold office until such officer’s successor shall have been duly appointed, or until such officer shall have resigned or shall have been removed. Any vacancy in any of the above offices may be filled for the unexpired portion of the term by the Board.  The foregoing officers shall be agents of the Trust for purposes of the Act.

Section 5.02                        Vice Chairman of the Board .  The Vice Chairman of the Board, if one be appointed, shall, when present and in the absence of the Chairman of the Board, preside at all meetings of the Shareholders and the Board, and shall perform such other duties as may from time to time be assigned by the Board of Trustees or as may be required by law.

Section 5.03                        President .  In the absence of the Chairman or Vice Chairman of the Board, the President shall preside at all meetings of the Shareholders and of the Board at which the President is present, and in general shall perform all duties incident to the office of a president of a corporation, and such other duties as, from time to time, may be assigned by the Board.

Section 5.04                        Vice Presidents .  The Vice President or Vice Presidents, including any Executive Vice President(s) or Senior Vice President(s), at the request of the President or in the President’s absence or during the President’s inability or refusal to act, shall perform the duties and exercise the functions of the President, and when so acting shall have the powers of the President. If there be more than one Vice President, the Board may determine which one or more of the Vice Presidents shall perform any such duties or exercise any of such functions, or if such determination is not made by the Board, the President may make such determination. The Vice President or Vice Presidents shall have such other powers and perform such other duties as may be assigned by the Board, the Chairman, or the President.

Section 5.05                        Secretary and Assistant Secretaries .  The Secretary shall: keep the minutes of the meetings of the Shareholders, of the Board and of any committees, in books provided for the purpose; see that all notices are duly given in accordance with the provisions of the Declaration, these By-Laws or as required by law; be custodian of the records of the Trust; and in general perform all duties incident to the office of a secretary of a corporation, and such other duties as, from time to time, may be assigned by the Board, the Chairman of the Board, or the President.

The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board, the President or the Chairman of the Board, shall, in the absence of the Secretary, upon the delegation by the Secretary, or in the event of the Secretary’s inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

Section 5.06                        Treasurer and Assistant Treasurers .  The Treasurer shall: have charge of and be responsible for all funds, securities, receipts and disbursements of the Trust, and shall deposit, or cause to be deposited, in the name of the Trust, all moneys or other valuable effects of the Trust in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board; render to the President, the Chairman of the Board and to the Board, whenever requested, an account of the financial condition of the Trust; and in general perform all the duties incident to the office of a treasurer of a corporation, and such other duties as may be assigned by the Board, the President or the Chairman of the Board.

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board, the President or the Chairman of the Board, shall, in the absence of the Treasurer, upon the delegation by the Treasurer, or in the event of the Treasurer’s inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

Section 5.07                        Subordinate Officers .  The Board may from time to time appoint such subordinate officers as it may deem desirable. Each such officer shall hold office for such period and perform such duties as the Board, the President or the Chairman of the Board may prescribe and shall be an agent of the Trust for purposes of the Act. The Board may, from time to time, authorize any committee or officer to appoint and remove subordinate officers and prescribe the duties thereof.

Section 5.08                        Removal .  Any officer or agent of the Trust may be removed, with or without cause, by the Board whenever, in its judgment, the best interests of the Trust will be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed.

ARTICLE 6
CERTIFICATES

If the Board authorizes the issuance of certificates representing the Shares of beneficial interest of the Trust, such certificates shall be signed by the President, the Chairman of the Board or a Vice President and countersigned by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. The signatures may be either manual or facsimile signatures. No certificates shall be issued for fractional Shares. Such certificates shall be in such form, not inconsistent with law or with the Declaration, as shall be approved by the Board. In case any officer of the Trust who has signed any certificate ceases to be an officer of the Trust, whether because of death, resignation or otherwise, before such certificate is issued, the certificate may nevertheless be issued and delivered by the Trust as if the officer had not ceased to be such officer as of the date of its issue.

If the Board authorizes the issuance of certificates, the Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Trust alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or such owner’s legal representative, to advertise the same in such manner as it shall require and/or to give the Trust a bond in such sum as it may direct as indemnity against any claim that may be made against the Trust with respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE 7
CUSTODY OF SECURITIES

All securities and cash of the Trust shall be held by a custodian meeting the requirements of Section 17 of the 1940 Act.  The Trustees may also authorize the custodian to employ one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees.  The Trust shall, upon the resignation or inability to serve of the custodian, use its best efforts to obtain a successor custodian; require that the cash and securities owned by the Trust be delivered directly to the successor custodian; and if no successor custodian can be found, the Trust shall function without a custodian and require that the cash and securities owned by the Trust be delivered directly to the Trust.

The Trustees may direct the custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, or such other person as may be permitted by the U.S. Securities and Exchange Commission, or otherwise in accordance with applicable law, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust. The Trustees may direct the custodian to accept written receipts or other written evidences indicating purchases of securities held in book-entry form in the Federal Reserve System in accordance with regulations promulgated by the Board of Governors of the Federal Reserve System and the local Federal Reserve Banks in lieu of receipt of certificates representing such securities.

ARTICLE 8
GENERAL PROVISIONS

Section 8.01                        Checks .  All checks or demands for money and notes of the Trust shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

Section 8.02                        Representation of Shares .  Any officer of the Trust or such other person or persons as the Board may from time to time designate is authorized to vote, represent and exercise on behalf of the Trust any and all rights incident to any Shares or other securities of any corporation or other business enterprise owned by the Trust.

Section 8.03                        Seal .  The Trustees may adopt a seal which shall be in such form and shall have such inscription thereon as the Trustees may from time to time prescribe.

Section 8.04                        Inspection of Books .  Pursuant to Section 3819 of the Act, the Trustees shall from time to time determine whether and to what extent, and at what times and places, and under what conditions and regulations the accounts and books of the Trust, or any of them, shall be open to the inspection of the Shareholders; and no Shareholder shall have any right of inspecting any account or book or document of the Trust except as conferred by law or authorized by the Trustees.

Section 8.05                        Execution of Contracts and Instruments .  The Trustees, except as otherwise provided in these By-laws or the Declaration, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in name and on behalf of the Trust and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Trustees or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Trust by contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 8.06                        Severability .  The provisions of these By-laws are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of these By-laws (including, if the context requires, any non-conflicting provisions contained in the same section or subsection as the conflicting provision); provided, however, that such determination shall not affect any of the remaining provisions of these By-laws or render invalid or improper any action taken or omitted prior to such determination.  If any provision of these By-laws shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provisions in any other jurisdiction or any other provision of these By-laws in any jurisdiction.

Section 8.07                        Headings .  Headings are placed herein for convenience of reference only and in case of any conflict, the text of these By-laws rather than the headings shall control.

ARTICLE 9
AMENDMENTS

These By-laws may be altered, amended or repealed, or new By-laws may be adopted by a majority of the Trustees, without the consent of any Shareholder of the Trust.


INTERNATIONAL GROWTH AND INCOME FUND
INVESTMENT ADVISORY AND SERVICE AGREEMENT


THIS INVESTMENT ADVISORY AND SERVICE AGREEMENT, dated and effective as of the 1st day of March, 2010, is made and entered into by and between INTERNATIONAL GROWTH AND INCOME FUND, a Delaware statutory trust, (the “Fund”), and CAPITAL RESEARCH AND MANAGEMENT COMPANY, a Delaware corporation (the “Investment Adviser”).


W I T N E S S E T H


The Fund is an open-end diversified investment company of the management type, registered under the Investment Company Act of 1940, as amended (the “1940 Act”).  The Investment Adviser is registered under the Investment Advisers Act of 1940, as amended, and is engaged in the business of providing investment advisory and related services to the Fund and to other investment companies.

NOW, THEREFORE, in consideration of the premises and the mutual undertaking of the parties, it is covenanted and agreed as follows:

1.         The Fund hereby employs the Investment Adviser to provide investment advisory and administrative services to the Fund.  The Investment Adviser hereby accepts such employment and agrees to render the services to the extent herein set forth, for the compensation herein provided.  The Investment Adviser shall, for all purposes herein, be deemed an independent contractor and not an agent of the Fund.

2.      (a)         The Investment Adviser will provide general management services to the Fund, including overall supervisory responsibility for the general management and investment of the Fund’s assets, giving due consideration to the policies of the Fund as expressed in the Fund’s declaration of trust, by-laws, registration statement under the 1940 Act and registration statement under the Securities Act of 1933, as amended (the “1933 Act”), as well as to the factors affecting the Fund’s status as a regulated investment company under the Internal Revenue Code of 1986, as amended.

(b)         The Investment Adviser may delegate its investment management responsibilities under paragraph 2(a), or a portion thereof, to one or more entities that are direct or indirect subsidiaries of the Investment Adviser or at least majority owned subsidiaries of The Capital Group Companies, Inc. and registered as investment advisers under the Investment Adviser’s Act of 1940 (each a “Subsidiary”), pursuant to an agreement between the Investment Adviser and the Subsidiary (the “Subsidiary Agreement”).  Any Subsidiary to which the Investment Adviser proposes to delegate its investment management responsibilities must be approved by the Fund’s Board of Trustees, including a majority of the Trustees who are not parties to this Agreement nor interested persons of any such party (“Independent Trustees”).

(c)         The Investment Adviser will, subject to the review and approval of the Board of Trustees of the Fund: (i) set the Fund’s overall investment strategies; (ii) evaluate, select and recommend Subsidiaries to manage all or a part of the Fund’s assets; (iii) when appropriate, allocate and reallocate the Fund’s assets among multiple Subsidiaries; (iv) monitor and evaluate the performance of Subsidiaries; and (v) implement procedures reasonably designed to ensure that the Subsidiaries comply with the Fund’s investment objective, policies and restrictions. The Investment Adviser shall be solely responsible for paying the fees of any Subsidiary.

(d)         Any Subsidiary Agreement may provide that the Subsidiary, subject to the control and supervision of the Fund’s Board of Trustees and the Investment Adviser, shall have full investment discretion for the Fund and shall make all determinations with respect to (i) the investment of the Fund’s assets assigned to the Subsidiary; (ii) the purchase and sale of portfolio securities with those assets, and (iii) any steps that may be necessary to implement an investment decision. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the 1940 Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission (“SEC”), or similar relief.  The Investment Adviser will periodically evaluate the continued advisability of retaining any Subsidiary and will make recommendations to the Fund’s Board of Trustees, as needed.

(e)         The Investment Adviser shall furnish the services of persons to perform the executive, administrative, clerical, and bookkeeping functions of the Fund, including the daily determination of net asset value per share.  The Investment Adviser shall pay the compensation and travel expenses of all such persons, and they shall serve without any additional compensation from the Fund.  The Investment Adviser shall also, at its expense, provide the Fund with necessary office space (which may be in the offices of the Investment Adviser); all necessary office equipment and utilities; and general purpose forms, supplies, and postage used at the offices of the Fund.

(f)         The Investment Adviser shall maintain all books and records with respect to the Fund’s investment management activities that are required to be maintained pursuant to the 1940 Act and the rules thereunder, as well as any other applicable legal requirements.  The Investment Adviser acknowledges and agrees that all such records are the property of the Fund, and it shall maintain and preserve such records in accordance with applicable law and provide such records promptly to the Fund upon request.

(g)         The Investment Adviser shall prepare and submit to the Fund all data on the performance of its duties as investment adviser for required filings with governmental agencies or for the preparation of reports to the Board of Trustees or the shareholders of the Fund.

(h)         The Investment Adviser shall furnish from time to time such other appropriate information as may be reasonably requested by the Fund.

3.         The Fund shall pay all its expenses not assumed by the Investment Adviser as provided herein.  Such expenses shall include, but shall not be limited to, expenses incurred in connection with the organization of the Fund, its qualification to do business in the State of  California, and its registration as an investment company under the 1940 Act; custodian, stock transfer and dividend disbursing fees and expenses; service and distribution expenses pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act; expenses incurred for shareholder servicing, recordkeeping, transactional services, tax and informational returns and fund and shareholder communications; costs of designing and of printing and mailing to its shareholders reports, prospectuses, proxy statements, and notices to its shareholders; taxes; expenses of the issuance, sale, redemption, or repurchase of shares of the Fund (including registration and qualification expenses); legal and auditing fees and expenses; compensation, fees, and expenses paid to Independent Trustees; association dues; and costs of any share certificates, stationery and forms prepared exclusively for the Fund.

4.         (a)         The Fund shall pay to the Investment Adviser on or before the tenth (10th) day of each month, as compensation for the services rendered by the Investment Adviser during the preceding month a fee calculated at the annual rate of:

0.690% on first $500 million of net assets,
plus 0.590% on net assets over $500 million to $1 billion,
plus 0.530% on net assets over $1 billion to $1.5 billion,
plus 0.500% on net assets over $1.5 billion to $2.5 billion,
plus 0.480% on net assets over $2.5 billion to $4 billion,
plus 0.470% on net assets over $4 billion.

   (b)         Such fee shall be accrued daily and the daily rate shall be computed based on the actual number of days per year.  For the purposes hereof, the net assets of the Fund shall be determined in the manner set forth in the declaration of trust and registration statement of the Fund.  The advisory fee shall be payable for the period commencing on the date on which operations of the Fund begin and ending on the date of termination hereof and shall be prorated for any fraction of a month at the beginning or the termination of such period.

5.         This Agreement may be terminated at any time, without payment of any penalty, by the Trustees of the Fund or by vote of a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Fund, on sixty (60) days’ written notice to the Investment Adviser, or by the Investment Adviser on like notice to the Fund.  Unless sooner terminated in accordance with this provision, this Agreement shall continue until  December 31, 2010.  It may thereafter be renewed from year to year by mutual consent, provided that such renewal shall be specifically approved at least annually by the Board of Trustees of the Fund, or by vote of a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Fund.  In either event, any such renewal must be approved by a majority of the Independent Trustees at a meeting called for the purpose of voting on such approval.

6.         This Agreement shall not be assignable by either party hereto, and in the event of assignment (within the meaning of the 1940 Act) by the Investment Adviser shall automatically be terminated forthwith.

7.         Nothing contained in this Agreement shall be construed to prohibit the Investment Adviser from performing investment advisory, management, or distribution services for other investment companies and other persons or companies, nor to prohibit affiliates of the Investment Adviser from engaging in such businesses or in other related or unrelated businesses.

8.         The Investment Adviser shall not be liable to the Fund or its shareholders for any error of judgment, for any mistake of law, for any loss arising out of any investment or for any act, or omission not involving willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties hereunder.

9.         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.  The Investment Adviser agrees to look solely to the assets of the Fund for the satisfaction of any liability in respect of the Fund under this Agreement 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 satisfaction.

10.         The Fund acknowledges and agrees that the names, “American Funds” and “Capital” or any derivatives thereof or logo associated with those names are the valuable property of the Investment Adviser and its affiliates, and that the Fund shall have the right to use such names (or derivatives or logos) only so long as this Agreement shall continue in effect.  Upon termination of this Agreement the Fund shall forthwith cease to use such names (or derivatives or logos).

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate original by their duly authorized officers.


INTERNATIONAL GROWTH AND
CAPITAL RESEARCH AND
  INCOME FUND
MANAGEMENT COMPANY
   
   
By /s/ Paul F. Roye
By /s/ Timothy D. Armour
  Paul F. Roye
  Timothy D. Armour
  Executive Vice President and
  President
  Principal Executive Officer
 
   
   
By /s/ Patrick F. Quan
By /s/ Michael J. Downer
  Patrick F. Quan
  Michael J. Downer
  Secretary
  Senior Vice President and Secretary

[logo – American Funds ®]
 
 

 
American Funds Distributors, Inc.
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-5475, ext. 8
 
 
 
Form Of
 
Selling Group Agreement


Ladies and Gentlemen:

We have entered into a principal underwriting agreement with each Fund in The American Funds group (Funds) under which we are appointed exclusive agent for the sale of shares.  As such agent we offer to sell to you as a member of a Selling Group, shares of the Funds as are qualified for sale in your state, on the terms set forth below.  We are acting as an underwriter within the meaning of the applicable rules of the NASD.  In addition, we are the distributor of CollegeAmerica (Program), a college savings program as described in Section 529 of the Internal Revenue Code.


1.    Authorization to Sell
You are to offer and sell shares only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. This Agreement on your part runs to us and to the respective Funds and is for the benefit of and enforceable by each. The offering Prospectuses and this Agreement set forth the terms applicable to members
of the Selling Group and all other representations or documents are subordinate.  You understand that Class 529 shares of the Funds are available only as underlying investments through the Program.


2.    Compensation on Sales of Class A Shares and Class 529-A Shares

a.  
Category 1 Funds. On sales of Class A shares and Class 529-A shares of Funds listed in Category 1 on the attached Schedule A that are accepted by us and for which you are responsible, you will be paid dealer concessions as follows:

 
Concession as
Sales Charge
 
Percentage of
as Percentage
Purchases
Offering Price
of Offering Price
Less than $25,000
5.00%
5.75%
$25,000 but less than $50,000
4.25%
5.00%
$50,000 but less than $100,000
3.75%
4.50%
$100,000 but less than $250,000
2.75%
3.50%
$250,000 but less than $500,000
2.00%
2.50%
$500,000 but less than $750,000
1.60%
2.00%
$750,000 but less than $1,000,000
1.20%
1.50%
$1,000,000 or more
See below
None

 
b.
Category 2 Funds. On sales of Class A shares and Class 529-A shares of Funds listed in Category 2 on the attached Schedule A that are accepted by us and for which you are responsible, you will be paid the same dealer concessions indicated above except as follows:

 
Concession as
Sales Charge
 
Percentage of
as Percentage
Purchases
Offering Price
of Offering Price
Less than $100,000
3.00%
3.75%
 


c.     Category 3 Funds. On sales of Class A shares and Class 529-A shares of Funds listed in Category 3 on the attached Schedule
A that are accepted by us and for which you are responsible, you will be paid dealer concessions as follows:

 
Concession as
Sales Charge
 
Percentage of
as Percentage
Purchases
Offering Price
of Offering Price
Less than $500,000
2.00%
2.50%
$500,000 but less than $750,000
1.60%
2.00%
$750,000 but less than $1 million
1.20%
1.50%
$1 million or more
See Agreement
None


 
d.
Category 4 Funds. On sales of Class A shares and Class 529-A shares of the Funds listed in Category 4 on the attached Schedule A no dealer concessions will be paid.

      e.
If you initiate and are responsible for sales of Class A shares and Class 529-A shares, a) amounting to $1 million or more, b) made to employer-sponsored defined contribution-type retirement plans that qualify to invest at net asset value under the terms of the Fund Prospectuses, or c) made at net asset value to endowments and foundations with assets of $50 million or more, you will be paid a dealer concession of 1.00% on sales to $4 million, plus 0.50% on amounts over $4 million up to $10 million, plus 0.25% on amounts over $10 million. No dealer concessions are paid on any other sales of shares at net asset value, except that concessions may be paid to dealers on their sales of fund shares to accounts managed by affiliates of The Capital Group Companies, Inc. as set forth in this Agreement.  Sales of shares of Washington Mutual Investors Fund below $1 million made in connection with certain accounts established before September 1, 1969 are subject to reduced concessions and sales charges as described in the Washington Mutual Investors Fund Prospectus.  With respect to sales of shares of any tax-exempt fund, the concession schedule for sales of shares to endowments and foundations or retirement plans of organizations with assets of $50 million or more is inapplicable.  The schedules of sales charges above apply to single purchases, concurrent purchases of two or more of the Funds (except those listed in Category 4 on the attached Schedule A), and purchases made under a statement of intention and pursuant to the right of accumulation, both of which are described in the Prospectuses.
 
 
3.    Ongoing Service Fees for Class A, Class 529-A, Class B and Class 529-B Shares
We are also authorized to pay you continuing service fees each quarter with respect to the Class A, Class 529-A, Class B and Class 529-B shares of all the Funds to promote selling efforts and to compensate you for providing certain services to your clients, subject to your compliance with the following terms, which may be revised by us from time to time.  Your eligibility to continue receiving this compensation will be evaluated periodically, and your failure to comply with the terms below may result in our discontinuing service fee payments to you.  Initial qualification does not assure continued participation, and this service fee program may be amended or terminated by us at any time as indicated below.

 
a.
You agree to cooperate as requested with programs that we provide to enhance shareholder service. You also agree
 
to assume an active role in providing shareholder services such as processing purchase and redemption transactions, establishing shareholder accounts, and providing certain information and assistance with respect to the Funds.  Redemption levels of shareholder accounts assigned to you will be considered in evaluating your continued participation in this service fee program.

 
b.
You agree to support our marketing efforts by granting reasonable requests for visits to your offices by our wholesalers.

 
c.
You agree to assign an individual to each shareholder account on your books and to reassign the account should
 
that individual no longer be assigned to the account.  You agree to instruct each such individual to regularly contact shareholders having accounts so assigned.

 
d.
You agree to pass through either directly or indirectly to the individual(s) assigned to such accounts a share of the service fees paid to you pursuant to this Agreement.  You recognize that the service fee is intended to compensate the individual for providing, and encourage the individual to continue to provide, service to the account holder.

 
e.
You acknowledge that (i) all service fee payments are subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time, (ii) in order to receive a service fee for a particular quarter,
 
the fee must amount to at least $100, and (iii) no service fees will be paid on shares purchased under the net asset
 
value purchase privilege as described in the Funds’ statements of additional information.

 
f.
On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in Category 1, Category 2,  and Category 3 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:

 
Annual Service Fee Rate
Shares with a first anniversary of purchase before 7-1-88 *
0.15%
Shares with a first anniversary of purchase on or after 7-1-88
0.25%
Shares of state-specific tax-exempt funds
0.25%
 

 
 
g.
On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in Category 4 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:

 
Annual Service Fee Rate
All Shares
0.15%
 
h.    Notwithstanding anything to the contrary in the Agreement, on Class A, Class 529-A, Class B and Class 529-B shares of Short-Term Bond Fund of America and Class A and Class B shares of American Funds Short-Term Tax-Exempt Bond Fund, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:

 
Annual Service Fee Rate
All Shares
0.15%
 
 
 
* Except U.S. Government Securities Fund, which pays service fees at the 0.25% rate on all shares held at least 12 months.
 
 
 

4.    Compensation on Sales of Class C Shares and Class 529-C Shares
 
a.
On sales of Class C shares and Class 529-C shares of Funds listed in Category 1, Category 2 and Category 3 on the attached Schedule A that are accepted by us and for which you are responsible, we will pay you:
• a dealer concession of 0.75% of the amount invested, plus
• an immediate service fee of 0.25% of the amount invested.

 
b.
In addition, we will pay you ongoing compensation on a quarterly basis at the annual rate of 1.00% of the average daily net asset value of Class C shares and Class 529-C shares of Funds listed in Category 1, Category 2, Category 3 and Category 4 on the attached Schedule A that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made.  The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.


5.    Compensation on Sales of Class 529-E Shares
We will pay you ongoing compensation on a quarterly basis at the annual rate of 0.50% of the average daily net asset value of Class 529-E shares of Funds listed in Category 1, Category 2, Category 3 and Category 4 on the attached Schedule A that are held in an account assigned to you at the end of the quarter for which payment is made.  The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.


6.    Retirement Plan Share Classes (R shares) and Account Options (for retirement plans only)
 
a.
We will pay you ongoing compensation on a quarterly basis, at the applicable annual rate set forth below, of the average daily net asset value of R shares of Funds listed in Category 1, Category 2, Category 3 and Category 4 on the attached Schedule A that are held in a retirement plan (Plan) account assigned to you at the end of the quarter for which payment is made.  The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.  We expect that you will maintain one account for each of your Plan customers on the books of the Funds.

R Share Class
Annual Compensation Rate
Class R-1
1.00%
Class R-2
0.75%
Class R-3
0.50%
Class R-4
0.25%
Class R-5
No compensation paid
Class R-6
No compensation paid


 
b.
If you hold Plan accounts in an omnibus account ( i.e., multiple Plans in one account on the books of the Funds), Plans that are added to the omnibus account after May 15, 2002 may invest only in R shares, and you must execute an Omnibus Addendum to the Selling Group Agreement, which you can obtain by calling our Home Office Service Team at 800/421-5475, extension 8, option 1.

      c.  
Mutual Funds Sold Through PlanPremier . With respect to sales you make through American Funds’ PlanPremier retirement plan recordkeeping program, we will pay you as servicing dealer ongoing compensation on a quarterly basis, at the applicable annual rate set forth below, of the average daily net asset value of Eligible Plan Assets that are held in a Plan assigned to you at the end of the quarter for which payment is made. For purposes of this Agreement, Eligible Plan Assets mean total Plan Assets (including assets invested in American Funds and other mutual funds or investment options approved for use in PlanPremier), excluding (i) assets held in self-directed brokerage accounts, (ii) employer stock and (iii) any other investment option not approved for use in PlanPremier.  This ongoing compensation will accrue on a calendar-quarter basis.  The payment of this compensation is subject to the limitations contained in each American Funds’ Plan of Distribution and may be varied or discontinued at any time.

Eligible Plan Assets 1
Annual Compensation Rate
Eligible Plan Assets that include American Funds Class R-2 Shares
0.65%
Eligible Plan Assets that include American Funds Class R-3 Shares
0.35%
Eligible Plan Assets that include American Funds Class R-4 Shares
0.20%
Eligible Plan Assets that include American Funds Class R-5 Shares
No compensation paid
Eligible Plan Assets that include American Funds Class R-6 Shares
No compensation paid

The compensation described above will take effect with any Plan for which a PlanPremier proposal was generated on or after July 31, 2006. The terms of compensation payable with respect to Plans participating in PlanPremier as of July 30, 2006 will continue unaffected. Plans for which PlanPremier proposals were generated on or before July 30, 2006 will retain the terms of compensation in effect for Plans participating in PlanPremier as of the proposal date so long as the Plan sponsor committed to participating in PlanPremier by December 31, 2006.

Notwithstanding the foregoing, no compensation will be paid on shares of American Funds Money Market Fund held through the PlanPremier program. Payments may resume at a future date, if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities supports such payments.

 
1 American Funds Class R-1 shares are not available to Plans for which a PlanPremier proposal is generated on or after July 31, 2006.
 

7.    Order Processing
Any order by you for the purchase of shares of the respective Funds through us shall be accepted at the time when it is received by us (or any clearing house agency that we may designate from time to time), and at the offering and sale price next determined, unless rejected by us or the respective Funds.  In addition to the right to reject any order, the Funds have reserved the right to withhold shares from sale temporarily or permanently. We will not accept any order from you that is placed on a conditional basis or subject to any delay or contingency prior to execution.  The procedures relating to the handling of orders shall be subject to instructions that we shall forward from time to time to all members of the Selling Group.  The shares purchased will be issued
by the respective Funds only against receipt of the purchase price, in collected New York or Los Angeles Clearing House funds subject to deduction of all concessions on such sale (reallowance of any concessions to which you are entitled on purchases at net asset value will be paid through our direct purchase concession system).  If payment for the shares purchased is not received within three days after the date of confirmation the sale may be cancelled forthwith, by us or by the respective Funds, without any responsibility or liability on our part or on the part of the Funds, and we and/or the respective Funds may hold you responsible for any loss, expense, liability or damage, including loss of profit suffered by us and/or the respective Funds, resulting from your delay or failure to make payment as aforesaid.


8.    Timeliness of Submitting Orders
You are obliged to date and indicate the time of receipt of all orders you receive from your customers and to transmit promptly
all orders to us in time to provide for processing at the price next determined after receipt by you, in accordance with the Prospectuses.  You are not to withhold placing with us orders received from any customers for the purchase of shares.  You shall not purchase shares through us except for the purpose of covering purchase orders already received by you, or for your bona fide investment.


9.    Repurchase of Shares
If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full concessions paid to you on the original sale.


10.  Processing Redemption Requests
You shall not purchase any share of any of the Funds from a record holder at a price lower than the net asset value next determined by or for the Funds’ shares.  You shall, however, be permitted to sell any shares for the account of a shareholder
of the Funds at the net asset value currently quoted by or for the Funds’ shares, and may charge a fair service fee for handling the transaction provided you disclose the fee to the record owner.


11.  Prospectuses and Marketing Materials
We shall furnish you without charge reasonable quantities of offering Prospectuses (including any supplements currently in effect), current shareholder reports of the Funds, and sales materials issued by us from time to time.  In the purchase of shares through us, you are entitled to rely only on the information contained in the offering Prospectus(es).  You may not publish any advertisement or distribute sales literature or other written material to the public that makes reference to us or any of the Funds (except material that we furnished to you) without our prior written approval.


12.  Effect of Prospectus
This Agreement is in all respects subject to statements regarding the sale and repurchase or redemption of shares made in offering Prospectuses of the Funds, and to the applicable Rules of the NASD, which shall control and override any provision
to the contrary in this Agreement.


13.  Relationship of Parties
You shall make available shares of the Funds only through us.  In no transaction (whether of purchase or sale) shall you have any authority to act as agent for, partner of, or participant in a joint venture with us or with the Funds or any other entity having either a Selling Group Agreement or other Agreement with us.


14. State Securities Qualification
We act solely as agent for the Funds and are not responsible for qualifying the Funds or their shares for sale in any jurisdiction.  Upon written request we will provide you with a list of the jurisdictions in which the Funds or their shares are qualified for sale.
We also are not responsible for the issuance, form, validity, enforceability or value of Fund shares.


15. Representations
 
a.
You represent that (a) you are a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations and are complying with and will continue to comply with all applicable federal and state laws, rules and regulations, (b) you are a member of FINRA, (c) your membership with FINRA is not currently suspended or terminated and (d) to the extent you offer any Class 529 shares, you are properly registered to offer such shares. You agree to notify us immediately in writing if any of the foregoing representations ceases to be true to a material extent.

 
b.
We represent that (a) we are acting as an underwriter within the meaning of the applicable rules of the NASD and are complying with and will continue to comply with all applicable federal and state laws, rules and regulations, (b) we are a member of FINRA and (c) our membership with FINRA is not currently suspended or terminated.   We agree to notify you immediately in writing if any of the foregoing representations ceases to be true to a material extent.

 
c .
Each party to this Agreement represents that it will comply with all applicable laws, including applicable state privacy laws. Each party agrees to notify the other party immediately in writing if the foregoing representation ceases to be true to a material extent.


16.  Confidentiality
Each party to this Agreement agrees to maintain all information received from the other party pursuant to this Agreement in confidence, and each party agrees not to use any such information for any purpose, or disclose any such information to any person, except as permitted by applicable laws, rules and regulations.  This provision shall survive the termination of this Agreement.


17. Termination
Either of us may cancel this Agreement at any time by written notice to the other.


18.  Notices
All communications to us should be sent to the following address:

American Funds Distributors, Inc.
Attn: HOST Control   Contract Administration Team
3500 Wiseman Boulevard
San Antonio, TX 78251-4321
Telephone No.: 800/421-5475, option 8
Facsimile No.: 210/474-4088

Any notice to you shall be duly given if mailed or sent by overnight courier to you at the address specified by you below.


19. Miscellaneous

 
a.
Payments of 12b-1 fees to you for payment to your financial advisers in respect of American Funds Money Market Fund are currently suspended.  Payments may resume at a future date, if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities supports such payments.


 
b.
We reserve the right not to pay any compensation more than six (6) months in arrears in respect of accounts and/or assets that were not timely identified as eligible for compensation pursuant to this Agreement.

*           *           *           *           *
 
 
Execute this Agreement in duplicate and return one of the duplicate originals to us for our file.  This Agreement (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment and (ii) shall be construed in accordance with the laws of the State of California.


Very truly yours,
American Funds Distributors, Inc.

______________________________
 By



 Accepted

______________________________
        Firm


 By______________________________                                                                           
             Officer or Partner

______________________________
             Print Name

______________________________
             Title


 Address:

______________________________
______________________________




 Date:

______________________________
 
 
 
 
 
 
 
Schedule A
July 10, 2009
(supersedes all previous versions of Schedule A – last version dated May 1, 2009)
 
A
B
C
529-A
529-B
529-C
529-E
R-1
R-2
R-3
R-4
R-5
R-6
Category 1
                         
AMCAP Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
American Balanced Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
American Funds Target Date Retirement Series
l
na
na
na
na
na
na
l
l
l
l
l
l
American Mutual Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
Capital Income Builder
l
e
l
l
e
l
l
l
l
l
l
l
l
Capital World Growth and Income Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
EuroPacific Growth Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
Fundamental Investors
l
e
l
l
e
l
l
l
l
l
l
l
l
Growth Fund of America
l
e
l
l
e
l
l
l
l
l
l
l
l
Income Fund of America
l
e
l
l
e
l
l
l
l
l
l
l
l
International Growth and Income Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
Investment Company of America
l
e
l
l
e
l
l
l
l
l
l
l
l
New Economy Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
New Perspective Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
New World Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
SMALLCAP World Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
Washington Mutual Investors Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
                           
Category 2
                         
American High-Income Trust
l
e
l
l
e
l
l
l
l
l
l
l
l
American High-Income Municipal Bond Fund
l
e
l
na
na
na
na
na
na
na
na
na
na
Bond Fund of America
l
e
l
l
e
l
l
l
l
l
l
l
l
Capital World Bond Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
Tax-Exempt Bond Fund of America
l
e
l
na
na
na
na
na
na
na
na
na
na
Tax-Exempt Fund of California
l
e
l
na
na
na
na
na
na
na
na
na
na
Tax-Exempt Fund of Maryland
l
e
l
na
na
na
na
na
na
na
na
na
na
Tax-Exempt Fund of Virginia
l
e
l
na
na
na
na
na
na
na
na
na
na
U.S. Government Securities Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
 
Category 3
                         
American Funds Short-Term Tax-Exempt Bond Fund
l
na
e
na
na
na
na
na
na
na
na
na
na
Intermediate Bond Fund of America
l
e
e
l
e
e
l
l
l
l
l
l
l
Limited Term Tax-Exempt Bond Fund of America
l
e
e
na
na
na
na
na
na
na
na
na
na
Short-Term Bond Fund of America
l
e
e
l
e
e
l
l
l
l
l
l
l
                           
Category 4
                         
American Funds Money Market Fund
l
e
e
l
e
e
l
l
l
l
l
l
l

Class F-1, Class F-2 and Class 529-F-1 shares are available pursuant to a separate agreement.
 
l
Share class is available
 
e
Share class is available for exchanges only
 
na
Share class is not available

 
 
 
 
 
 

American Funds Distributors, Inc.
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-5475, ext. 8
 
Form Of Bank/Trust Company Selling Group Agreement


Ladies and Gentlemen:

We have entered into a principal underwriting agreement with each Fund in The American Funds Group (Funds) under which we are appointed exclusive agent for the sale of shares.  You have indicated that you wish to act as agent for your customers in connection with the purchase, sale and redemption of shares of the Funds as are qualified for sale in your state.  We agree to honor your request, subject to the terms set forth below.  In addition, we are the distributor of CollegeAmerica (Program), a college savings program as described in Section 529 of the Internal Revenue Code.


1.   Authorization
 
a.
In placing orders for the purchase and sale of shares of the Funds, you will be acting as agent for your customers.  We shall execute transactions for each of your customers only upon your authorization, at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. The offering Prospectuses and this Agreement set forth the terms applicable to sales of shares of the Funds through you and all other representations or documents are subordinate.  You understand that

(i)  
Class 529 shares of the Funds are available only as underlying investments through the Program,
(ii)  
Class F shares are available only pursuant to a Bank/Trust Company Class F Share Participation Agreement,
(iii)  
Employer-sponsored retirement plans that are not currently invested in Class A shares and that wish to invest without a sales charge are not eligible to purchase Class A shares.  Such plans may invest only in Class R shares,
(iv)  
You may not make available to your clients (Client), Class B, Class C, Class 529-B or Class 529-C shares until you have demonstrated to our affiliate, American Funds Service Company, that you have the appropriate systems in place to assess the contingent deferred sales charge associated with those share classes, and
(v)  
Unless otherwise permitted under this Agreement or any other Agreement with us, you may not maintain any non-retirement accounts for your Clients in an omnibus account ( i.e., multiple Client accounts in one account on the books of the Funds).

 
b.
If your firm is providing trading and custodial services to other banks and the Client purchasing Shares is a client of another bank, you may not facilitate those transactions unless you (i) disclose the identity of the underlying bank representing that client, and (ii) have verified with us that the introducing bank has executed an agreement with us.  You shall also disclose the identity of any introducing intermediary (for example, broker, consultant, or registered investment adviser) involved in any transaction that you facilitate.  The required disclosures shall be made in such format as we mutually agree.


2.   Compensation on Sales of Class A Shares and Class 529-A Shares

 
a.
Category 1 Funds : On each purchase order for Class A shares and Class 529-A shares of Funds listed in Category 1 on the attached Schedule A that is accepted by us and for which you are responsible, you will be paid compensation as follows:



 
Compensation as
Sales Charge
 
Percentage of
as Percentage
Purchases
Offering Price
of Offering Price
Less than $25,000
5.00%
5.75%
$25,000 but less than $50,000
4.25%
5.00%
$50,000 but less than $100,000
3.75%
4.50%
$100,000 but less than $250,000
2.75%
3.50%
$250,000 but less than $500,000
2.00%
2.50%
$500,000 but less than $750,000
1.60%
2.00%
$750,000 but less than $1,000,000
1.20%
1.50%
$1,000,000 or more
See below
None

 
b.
Category 2 Funds : On each purchase order for Class A shares and Class 529-A shares of Funds listed in Category 2 on the attached Schedule A that is accepted by us and for which you are responsible, you will be paid the same compensation indicated above except as follows:

 
Compensation as
Sales Charge
 
Percentage of
as Percentage
Purchases
Offering Price
of Offering Price
Less than $100,000
3.00%
3.75%


 
d.
Category 3 Funds . On each purchase order for Class A shares and Class 529-A shares of Funds listed in Category 3 on the attached Schedule A, that are accepted by us and for which you are responsible, you will be paid compensation as follows:

 
Compensation as
Sales Charge
 
Percentage of
as Percentage
Purchases
Offering Price
of Offering Price
Less than $500,000
2.00%
2.50%
$500,000 but less than $750,000
1.60%
2.00%
$750,000 but less than $1 million
1.20%
1.50%
$1 million or more
See Agreement
None

 
d.
Category 4 Funds .  On sales of Class A shares and Class 529-A shares of Funds listed in Category 4 on the attached Schedule A, no compensation will be paid.

 
e.
For purchase orders of Class A shares and Class 529-A shares for which you are responsible, a) amounting to $1 million or more, b) made at net asset value to endowments and foundations with assets of $50 million or more, you will be paid compensation of 1.00% on sales to $4 million, plus 0.50% on amounts over $4 million up to $10 million, plus 0.25% on amounts over $10 million. No compensation is paid on any other sales of shares at net asset value, except that compensation may be paid on sales of fund shares to accounts managed by affiliates of The Capital Group Companies, Inc. as set forth in this Agreement.  Sales of shares of Washington Mutual Investors Fund below $1 million made in connection with certain accounts established before September 1, 1969 are subject to reduced compensation and sales charges as described in the Washington Mutual Investors Fund Prospectus.  With respect to sales of shares of any tax-exempt fund, the compensation schedule for sales of shares to endowments and foundations or retirement plans of organizations with assets of $50 million or more is inapplicable.  The schedules of sales charges above apply to single purchases, concurrent purchases of two or more of the Funds (except those listed in Category 4 on the attached Schedule A), and purchases made under a statement of intention and pursuant to the right of accumulation, both of which are described in the Prospectuses.


3.   Ongoing Service Fees for Class A, Class 529-A, Class B and Class 529-B Shares

We are also authorized to pay you continuing service fees each quarter with respect to the Class A, Class 529-A, Class B and Class 529-B shares of all the Funds to compensate you for providing certain services to your clients, subject to your compliance with the following terms, which may be revised by us from time to time. Your eligibility to continue receiving this compensation will be evaluated periodically, and your failure to comply with the terms below may result in our discontinuing service fee payments to you.  Initial qualification does not assure continued participation, and this service fee program may be amended or terminated by us at any time as indicated below.

 
a.
You agree to cooperate as requested with programs that we provide to enhance shareholder service. You also agree
 
to assume an active role in providing shareholder services such as processing purchase and redemption transactions, establishing shareholder accounts, and providing certain information and assistance with respect to the Funds.  Redemption levels of shareholder accounts assigned to you will be considered in evaluating your continued participation in this service fee program.

 
b.
You agree to support our marketing efforts by granting reasonable requests for visits to your offices by our wholesalers.

 
c.
You agree to assign an individual to each shareholder account on your books and to reassign the account should
 
that individual no longer be assigned to the account.  You agree to instruct each such individual to regularly contact shareholders having accounts so assigned.

 
d.
You agree to pass through either directly or indirectly to the individual(s) assigned to such accounts a share of the service fees paid to you pursuant to this Agreement.  You recognize that the service fee is intended to compensate the individual for providing, and encourage the individual to continue to provide, service to the account holder.

 
e.
You acknowledge that (i) all service fee payments are subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time;  and (ii) no service fees will be paid on shares purchased under the net asset value purchase privilege as described in the Funds’ statements of additional information.

 
f.
On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in Category 1, Category 2, and Category 3 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:

 
Annual Service Fee Rate
Shares with a first anniversary of purchase before 7-1-88 *
0.15%
Shares with a first anniversary of purchase on or after 7-1-88
0.25%
Shares of state-specific tax-exempt funds
0.25%
   
 
g.
On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in Category 4 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:

 
Annual Service Fee Rate
All Shares
0.15%
 

 
h.     Notwithstanding anything to the contrary in the Agreement, on Class A, Class 529-A, Class B and Class 529-B shares of Short-Term Bond Fund of America and Class A and Class B shares of American Funds Short-Term Tax-Exempt Bond Fund, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:

 
Annual Service Fee Rate
All Shares
0.15%
 
 
 
* Except U.S. Government Securities Fund, which pays service fees at the 0.25% rate on all shares held at least 12 months.
 


4.   Compensation on Sales of Class C Shares and Class 529-C Shares
 
a.
On purchase orders for Class C shares and Class 529-C shares of Funds listed in Category 1, Category 2 and Category 3 on the attached Schedule A that are accepted by us and for which you are responsible, we will pay you:
• compensation of 0.75% of the amount invested, plus
• an immediate service fee of 0.25% of the amount invested.

 
b.
In addition, we will pay you ongoing compensation on a quarterly basis at the annual rate of 1.00% of the average daily net asset value of Class C shares and Class 529-C shares of Funds listed in Category 1, Category 2, Category 3, and Category 4 on the attached Schedule A that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made.  The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.


5.    Compensation on Sales of Class 529-E Shares
We will pay you ongoing compensation on a quarterly basis at the annual rate of 0.50% of the average daily net asset value  of Class 529-E shares of Funds listed in Category 1, Category 2, Category 3 and Category 4 on the attached Schedule A that are held in an account assigned to you at the end of the quarter for which payment is made.  The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.


6.   Retirement Plan Share Classes (R shares) and Account Options (for retirement plans only)
 
a.
We will pay you ongoing compensation on a quarterly basis, at the applicable annual rate set forth below, of the average daily net asset value of R shares of Funds listed in Category 1, Category 2, Category 3 and Category 4   on the attached Schedule A that are held in an employer-sponsored retirement plan (Plan) account assigned to you at the end of the quarter for which payment is made.  The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.  We expect that you will maintain one account for each of your Plan customers on the books of the Funds.

R Share Class
Annual Compensation Rate
Class R-1
1.00%
Class R-2
0.75%
Class R-3
0.50%
Class R-4
0.25%
Class R-5
No compensation paid
Class R-6
No compensation paid

 
b.  
If you hold Plan accounts in an omnibus account ( i.e., multiple Plans in one account on the books of the Funds), the Plans may invest only in R shares, and you may be required to execute an Omnibus Addendum to the Bank/Trust Selling Group Agreement, which you can obtain by calling our Home Office Service Team at 800/421-5475, extension 8.

c.  
Mutual Funds Sold Through PlanPremier . With respect to sales you make through American Funds’ PlanPremier retirement plan recordkeeping program, we will pay you as servicing dealer ongoing compensation on a quarterly basis, at the applicable annual rate set forth below, of the average daily net asset value of Eligible Plan Assets that are held in a Plan assigned to you at the end of the quarter for which payment is made. For purposes of this Agreement, Eligible Plan Assets mean total Plan Assets (including assets invested in American Funds and other mutual funds or investment options approved for use in PlanPremier), excluding (i) assets held in self-directed brokerage accounts, (ii) employer stock and (iii) any other investment option not approved for use in PlanPremier.  This ongoing compensation will accrue on a calendar-quarter basis.  The payment of this compensation is subject to the limitations contained in each American Funds’ Plan of Distribution and may be varied or discontinued at any time.

Eligible Plan Assets 1
Annual Compensation Rate
Eligible Plan Assets that include American Funds Class R-2 Shares
0.65%
Eligible Plan Assets that include American Funds Class R-3 Shares
0.35%
Eligible Plan Assets that include American Funds Class R-4 Shares
0.20%
Eligible Plan Assets that include American Funds Class R-5 Shares
No compensation paid
Eligible Plan Assets that include American Funds Class R-6 Shares
No compensation paid

The compensation described above will take effect with any Plan for which a PlanPremier proposal was generated on or after July 31, 2006. The terms of compensation payable with respect to Plans participating in PlanPremier as of July 30, 2006 will continue unaffected. Plans for which PlanPremier proposals were generated on or before July 30, 2006 will retain the terms of compensation in effect for Plans participating in PlanPremier as of the proposal date so long as the Plan sponsor committed to participating in PlanPremier by December 31, 2006

Notwithstanding the foregoing, no compensation will be paid on shares of American Funds Money Market Fund held through the PlanPremier program. Payments may resume at a future date, if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities supports such payments.

 
 
1 American Funds Class R-1 shares are not available to Plans for which a PlanPremier proposal is generated on or after July 31, 2006.
 
 

7.   Order Processing
Any order by you for the purchase of shares of the respective Funds through us shall be accepted at the time when it is received by us (or any clearinghouse agency that we may designate from time to time), and at the offering and sale price next determined, unless rejected by us or the respective Funds.  In addition to the right to reject any order, the Funds have reserved the right to withhold shares from sale temporarily or permanently. We will not accept any order from you that is placed on a conditional basis or subject to any delay or contingency prior to execution.  The procedure relating to the handling of orders shall be subject to the rules of the National Securities Clearing Corporation (NSCC) and any instructions that we shall forward from time to time to all members of the Selling Group.  The shares purchased will be issued by the respective Funds only against receipt of the purchase price, in collected New York or Los Angeles Clearing House funds subject to deduction of all compensation on such sale (reallowance of any compensation to which you are entitled on purchases at net asset value will be paid through our direct purchase compensation system).  If payment for the shares purchased is not received within the time limits set by the NSCC, the sale may be cancelled forthwith, by us or by the respective Funds, without any responsibility or liability on our part or on the part of the Funds, and we and/or the respective Funds may hold you responsible for any loss, expense, liability or damage, including loss of profit suffered by us and/or the respective Funds, resulting from your delay or failure to make payment as aforesaid.


8.   Timeliness of Submitting Orders
You are obliged to date and indicate the time of receipt of all orders you receive from your customers and to transmit promptly
all orders to us in time to provide for processing at the price next determined after receipt by you, in accordance with the Prospectuses.  You are not to withhold placing with us orders received from any customers for the purchase of shares.  You
shall not purchase shares through us except for the purpose of covering purchase orders already received by you, or for your
bona fide investment.


9.   Repurchase of Shares
If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full compensation paid to you on the original sale.


10.  Processing Redemption Requests
You shall not purchase any share of any of the Funds from a record holder at a price lower than the net asset value next determined by or for the Funds’ shares.  You shall, however, be permitted to sell any shares for the account of a shareholder of the Funds at the net asset value currently quoted by or for the Funds’ shares, and may charge a fair service fee for handling the transaction provided you disclose the fee to the record owner.


11.  Prospectuses and Marketing Materials
We shall furnish you without charge reasonable quantities of offering Prospectuses (including any supplements currently in effect) current shareholder reports of the Funds, and sales materials issued by us from time to time.  In the purchase of shares through us, you are entitled to rely only on the information contained in the offering Prospectus(es).  You may not publish any advertisement or distribute sales literature or other written material to the public that makes reference to us or any of the Funds (except material that we furnished to you) without our prior written approval.


12.  Effect of Prospectus
This Agreement is in all respects subject to statements regarding the sale and repurchase or redemption of shares made in offering Prospectuses of the Funds, which shall control and override any provision to the contrary in this Agreement.


13.  Relationship of Parties
You shall make available shares of the Funds only through us.  In no transaction (whether of purchase or sale) shall you have any authority to act as agent for, partner of, or participant in a joint venture with us or with the Funds or any other entity having either a Bank Selling Group Agreement or other Agreement with us.


14. State Securities Qualification
We act solely as agent for the Funds and are not responsible for qualifying the Funds or their shares for sale in any jurisdiction.  Upon written request we will provide you with a list of the jurisdictions in which the Funds or their shares are qualified for sale. We also are not responsible for the issuance, form, validity, enforceability or value of Fund shares.


15.  Representations
 
a.
You represent that (1) you are (a) a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations, a member of the Financial Industry Regulatory Authority (FINRA), and your membership with FINRA is not currently suspended or terminated or (b) a "bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (or other financial institution) and not otherwise required to register as a broker or dealer under such Act or any state laws; (2) you are complying with and will continue to comply with all applicable federal and state laws, rules and regulations; (3) you have received a legal opinion that your receipt of 12b-1 distribution fees will not violate any applicable federal or state laws or regulations, and (4) to the extent you offer any Class 529 shares, you are permitted by applicable law to offer such shares.  You agree to notify us immediately in writing if any of the foregoing representations ceases to be true to a material extent. You also agree that, if you are a bank or other financial institution as set forth above, you will comply with the applicable rules of the NASD, that you will maintain adequate records with respect to your customers and their transactions, and that such transactions will be without recourse against you by your customers.  We recognize that, in addition to applicable provisions of state and federal securities laws, you may be subject to the provisions of other laws governing, among other things, the conduct of activities by federal- and state-chartered and supervised financial institutions and their affiliated organizations.  Because you will be the only entity having a direct relationship with the customer in connection with securities purchases hereunder, you will be responsible in that relationship for insuring compliance with all applicable federal and state laws, rules and regulations relating to securities purchases hereunder.

b.  
We represent that (1) we are acting as an underwriter within the meaning of the applicable rules of the NASD and are complying with and will continue to comply with all applicable federal and state laws, rules and regulations, (2) we are a member of FINRA and (3) our membership with FINRA is not currently suspended or terminated.  We agree to notify you immediately in writing if any of the foregoing representations ceases to be true to a material extent.

 
 c.
Each party to this Agreement represents that it will comply with all applicable laws, including applicable state privacy laws. Each party agrees to notify the other party immediately in writing if the foregoing representation ceases to be true to a material extent.


16.  Confidentiality
Each party to this Agreement agrees to maintain all information received from the other party pursuant to this Agreement in confidence, and each party agrees not to use any such information for any purpose, or disclose any such information to any person, except as permitted by applicable laws, rules and regulations.  This provision shall survive the termination of this Agreement.


17.  Termination
Either of us may cancel this Agreement at any time by written notice to the other.


18.  Notices
All communications to us should be sent to the following address:

American Funds Distributors, Inc.
Attn: HOST Control – Contract Administration Team
3500 Wiseman Boulevard
San Antonio, TX 78251-4321
Telephone No.: 800/421-5475, option 8
Facsimile No.: 210/474-4088

Any notice to you shall be duly given if mailed or sent by overnight courier to you at the address specified by you below.


19. Miscellaneous

 
a.
Payments of 12b-1 fees to you for payment to your financial advisers in respect of American Funds Money Market Fund are currently suspended.  Payments may resume at a future date, if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities supports such payments.

 
b.
We reserve the right not to pay any compensation more than six (6) months in arrears in respect of accounts and/or assets that were not timely identified as eligible for compensation pursuant to this Agreement.

*           *           *           *           *

   
Execute this Agreement in duplicate and return one of the duplicate originals to us for our file.  This Agreement (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment and (ii) shall be construed in accordance with the laws of the State of California.


Very truly yours,
American Funds Distributors, Inc.


 By
______________________________
                                                                           



 Accepted

______________________________

        Firm


 By 
______________________________
                                                                          
             Officer or Partner

______________________________

             Print Name

______________________________

             Title


 Address:

______________________________

______________________________




 Date:
 
______________________________
 
 
 
 
 


Schedule A
July 10, 2009
(supersedes all previous versions of Schedule A – last version dated May 1, 2009)
 
A
B
C
529-A
529-B
529-C
529-E
R-1
R-2
R-3
R-4
R-5
R-6
Category 1
                         
AMCAP Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
American Balanced Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
American Funds Target Date Retirement Series
l
na
na
na
na
na
na
l
l
l
l
l
l
American Mutual Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
Capital Income Builder
l
e
l
l
e
l
l
l
l
l
l
l
l
Capital World Growth and Income Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
EuroPacific Growth Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
Fundamental Investors
l
e
l
l
e
l
l
l
l
l
l
l
l
Growth Fund of America
l
e
l
l
e
l
l
l
l
l
l
l
l
Income Fund of America
l
e
l
l
e
l
l
l
l
l
l
l
l
International Growth and Income Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
Investment Company of America
l
e
l
l
e
l
l
l
l
l
l
l
l
New Economy Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
New Perspective Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
New World Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
SMALLCAP World Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
Washington Mutual Investors Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
                           
Category 2
                         
American High-Income Trust
l
e
l
l
e
l
l
l
l
l
l
l
l
American High-Income Municipal Bond Fund
l
e
l
na
na
na
na
na
na
na
na
na
na
Bond Fund of America
l
e
l
l
e
l
l
l
l
l
l
l
l
Capital World Bond Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
Tax-Exempt Bond Fund of America
l
e
l
na
na
na
na
na
na
na
na
na
na
Tax-Exempt Fund of California
l
e
l
na
na
na
na
na
na
na
na
na
na
Tax-Exempt Fund of Maryland
l
e
l
na
na
na
na
na
na
na
na
na
na
Tax-Exempt Fund of Virginia
l
e
l
na
na
na
na
na
na
na
na
na
na
U.S. Government Securities Fund
l
e
l
l
e
l
l
l
l
l
l
l
l
 
Category 3
                         
American Funds Short-Term Tax-Exempt Bond Fund
l
e
e
na
na
na
na
na
na
na
na
na
na
Intermediate Bond Fund of America
l
e
e
l
e
e
l
l
l
l
l
l
l
Limited Term Tax-Exempt Bond Fund of America
l
e
e
na
na
na
na
na
na
na
na
na
na
Short-Term Bond Fund of America
l
e
e
l
e
e
l
l
l
l
l
l
l
                           
Category 4
                         
American Funds Money Market Fund
l
e
e
l
e
e
l
l
l
l
l
l
l

Class F-1, Class F-2 and Class 529-F-1 shares are available pursuant to a separate agreement.
 
l
Share class is available
 
e
Share class is available for exchanges only
 
na
Share class is not available

 
 
 
 
 
 
 
[logo – American Funds 9r)]


American Funds Distributors, Inc.
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-5475, ext. 8

 
Form Of
 
Class F Share Participation Agreement


Ladies and Gentlemen :

We have entered into a principal underwriting agreement with each Fund in The American Funds Group (Funds) under which we are appointed exclusive agent for the sale of Class F-1 shares and Class F-2 shares of the Funds (together Shares or Class F shares). You have represented that you maintain a fee-based program(s) or you place trades for your representatives, your affiliates, or third-party broker-dealers that maintain fee-based programs (Program or Programs) under which your or their clients (Clients) may purchase shares of participating open-end investment companies at net asset value.  We are willing to make available to you Shares of the Funds as are qualified for sale in your state for purchase by Clients through the Program(s) identified on Schedule A, subject to the terms and conditions below and the Fund Prospectuses.


1.   Authorization to Sell
You may offer to Clients that are participating in the Program Shares of the Funds only at the regular public price
currently determined by the respective Funds in the manner described in their offering Prospectuses. The offering Prospectuses and this Agreement set forth the terms applicable to your making Fund Shares available to your clients and all other representations or documents are subordinate. If you offer Class A shares of the Funds on a load-waived basis pursuant to an Addendum to your American Funds Selling Group Agreement, that Addendum is terminated as to any new accounts effective March 15, 2001.  However, you may continue to offer Class A shares of the Funds on a load-waived basis to accounts existing on March 15, 2001.


2.   Compensation for Sales of Fund Shares
 
a.
In consideration of your making Class F-1 shares of the Funds available through the Program, we will pay you compensation on a quarterly basis at the annual rate of 0.25% of the average daily net asset value of Class F-1 shares of Funds listed on Schedule A that are held in an account assigned to you. Such fee shall be paid within 30 days following the end of the quarter for which such fees are payable (currently the quarters are February, May, August and November). In order to receive a service fee for a particular quarter, the fee must amount to at least $10. The payment of this compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time. No compensation shall be paid under this Agreement on Class F-2 shares of the Funds.

 
b.
If you offer American Funds Money Market Fund, you acknowledge and agree that we may discontinue making payments of 12b-1 fees in respect of American Funds Money Market Fund if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities does not support such payments. We currently intend to make these payments under this Agreement.

 
c.
You agree that if you are assigned to an account holding Class F-1 shares of the Funds that were converted from Class C shares of the Funds and those Class F-1 shares are held outside of a Program, you will pass through a portion of the fee paid under this section to the financial adviser associated with the account.


3.   Compensation for Administrative Services
You may be eligible to receive compensation for providing certain administrative services in respect of Shares of the Funds if you meet the requirements of and enter into an Administrative Services Agreement with Capital Research and Management Company.


4.   Order Processing
a.    Any order by you for the purchase of Shares of the respective Funds through us shall be accepted at the time when it is
received by us (or any clearing house agency that we may designate from time to time), and at the offering and sale price
next determined, unless rejected by us or the respective Funds.  In addition to the right to reject any order, the Funds
have reserved the right to withhold Shares from sale temporarily or permanently. We will not accept any order from you
that is placed on a conditional basis or subject to any delay or contingency prior to execution. The Shares purchased will
be issued by the respective Funds only against receipt of the purchase price, in collected New York or Los Angeles
Clearing House funds.  If payment for the Shares purchased is not received within three days after the date of
confirmation the sale may be cancelled, by us or by the respective Funds, without any responsibility or liability on our part
or on the part of the Funds.  In such event, we and/or the respective Funds may hold you responsible for any loss,
expense, liability or damage, including loss of profit suffered by us and/or the respective Funds resulting from your delay
or failure to make payment as aforesaid.

 
b.
You shall place orders for the purchase and redemption of Shares as described in the Administrative Services Agreement with Capital Research and Management Company.


5.     Timeliness of Submitting Orders
You are obliged to date and indicate the time of receipt of all orders you receive from your clients and to transmit promptly all orders to us in time to provide for processing at the price next determined after receipt by you, in accordance with the Prospectuses.  You are not to withhold placing with us orders received from any customers for the purchase of Shares.  You shall not purchase Shares through us except for the purpose of covering purchase orders already received by you, or for your bona fide investment.


6.     Processing Redemption Requests
You shall not purchase any Share of any of the Funds from a record holder at a price lower than the net asset value next determined by or for the Funds’ Shares.


7.     Prospectuses and Marketing Materials
We shall furnish you without charge reasonable quantities of offering Prospectuses, with any supplements currently in effect, and copies of current shareholder reports of the Funds, and sales materials issued by us from time-to-time.  In the purchase of Shares through us, you are entitled to rely only on the information contained in the offering Prospectus(es).  You may not publish any advertisement or distribute sales literature or other written material to the public that makes reference to us or any of the Funds (except material that we furnished to you) without our prior written approval.


8.     Effect of Prospectus
This Agreement is in all respects subject to statements regarding the sale and repurchase or redemption of Shares made in offering Prospectuses of the Funds, and to the applicable Rules of the NASD, which shall control and override any provision to the contrary in this Agreement.


9.     Relationship of Parties
You shall make available Shares of the Funds only through us.  In no transaction (whether of purchase or sale) shall you have any authority to act as agent for, partner of, or participant in a joint venture with us or with the Funds or any other entity having an Agreement with us.


10.   State Securities Qualification
We act solely as agent for the Funds and are not responsible for qualifying the Funds or their Shares for sale in any jurisdiction.  Upon written request we will provide you with a list of the jurisdictions in which the Funds or their Shares are qualified for sale. We also are not responsible for the issuance, form, validity, enforceability or value of Fund Shares.


11.   Representations
 
a.
You represent that you are (a)(i) a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations, (ii) a member of  the Financial Industry Regulatory Authority (FINRA) and (iii) not currently under an order suspending or terminating your membership with FINRA, or (b) an entity that is affiliated with a FINRA-registered broker-dealer firm. You agree to notify us immediately if any of the foregoing representations is no longer true. (The provisions of this section do not apply to a broker or dealer located in a foreign country and doing business outside the jurisdiction of the United States.)

 
b.
Each party to this Agreement represents that it will comply with all applicable laws, including applicable state privacy laws. Each party agrees to notify the other party immediately in writing if the foregoing representation ceases to be true to a material extent.

12.   Termination
Either of us may cancel this Agreement at any time by written notice to the other.


13.   Notices
All communications to us should be sent to the following address:

American Funds Service Company
Attn: HOST Control   Contract Administration Team
3500 Wiseman Boulevard
San Antonio, TX 78251-4321
Telephone No.: 800/421-5475, option 8
Facsimile No.: 210/474-4088

Any notice to you shall be duly given if mailed or sent by overnight courier to you at the address specified by you below.

14.   Miscellaneous

 
We reserve the right not to pay any compensation more than six (6) months in arrears in respect of accounts and/or assets
 
that were not timely identified as eligible for compensation pursuant to this Agreement.

*           *           *           *           *

Execute this Agreement in duplicate and return one of the duplicate originals to us for our file.  This Agreement (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment and (ii) shall be construed in accordance with the laws of the State of California.

Very truly yours,
American Funds Distributors, Inc.


 By

______________________________

 Accepted

______________________________

        Firm


 By   ______________________________                                                                          
             Officer or Partner

______________________________

             Print Name

______________________________

             Title


 Address:

______________________________

______________________________



 Date:
 
______________________________
 
 



SCHEDULE A
July 10, 2009

LIST OF FUNDS


 
AMCAP Fund
 
American Balanced Fund
 
American Funds Money Market Fund
 
American Funds Short-Term Tax Exempt Bond Fund
 
American High-Income Municipal Bond Fund
 
American High-Income Trust
 
American Mutual Fund
 
Bond Fund of America
 
Capital Income Builder
 
Capital World Growth and Income Fund
 
Capital World Bond Fund
 
EuroPacific Growth Fund
 
Fundamental Investors
 
Growth Fund of America
 
Income Fund of America
 
Investment Company of America
 
Intermediate Bond Fund of America
 
International Growth and Income Fund
 
Limited Term Tax-Exempt Bond Fund of America
 
New Economy Fund
 
New Perspective Fund
 
New World Fund
 
Short-Term Bond Fund of America
 
SMALLCAP World Fund
 
Tax-Exempt Bond Fund of America
 
Tax-Exempt Fund of California
 
Tax-Exempt Fund of Maryland
 
Tax-Exempt Fund of Virginia
 
U.S. Government Securities Fund
 
Washington Mutual Investors Fund



LIST OF PROGRAMS




______________________________
Program Name


______________________________
Program Name


______________________________
Program Name


______________________________
Program Name
 
 
 
 
 
 
American Funds Distributors, Inc.
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-5475, ext. 8

 
Form of
 
Bank/Trust Company Participation Agreement
 
for Class F Shares



Ladies and Gentlemen:

We have entered into a principal underwriting agreement with each Fund in The American Funds Group (Funds) under which we are appointed exclusive agent for the sale of Class F-1 shares and Class F-2 shares of the Funds (together Shares or Class F shares).  You have represented that you maintain fee-based program(s) (Program) under which you and your clients (Clients) may purchase shares of participating open-end investment companies at net asset value and you charge those Clients an asset-based fee or other fees tied to the value of their holdings.  You have indicated that you wish to act as agent for your customers in connection with the purchase and redemption of Shares of the Funds as are qualified for sale in your state for purchase by Clients through the Program(s), subject to the terms set forth below and in the Fund Prospectuses.


1.
Authorization
 
a.
You may offer to non-retirement plan Clients that are participating in the Program Class F shares of the Funds only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses.  The offering Prospectuses and this Agreement set forth the terms applicable to sales of shares of the Funds through you and all other representations or documents are subordinate.  In placing orders for the purchase and sale of shares of the Funds, you will be acting as agent for your customers.  We shall execute transactions for each of your customers only upon your authorization.  If you will be making the Funds available to retirement plan Clients, you may not use the Class F shares, but rather only the Class R shares may be used.  The terms of your American Funds Bank/Trust Company Selling Group Agreement will control that arrangement.

 
b.
If your firm is providing trading and custodial services to other banks and the Client purchasing Shares is a client of another bank, you may not facilitate those transactions unless you (i) disclose the identity of the underlying bank representing that client, and (ii) have verified with us that the introducing bank has executed an agreement with us.  You shall also disclose the identity of any introducing intermediary (for example, broker, consultant, or registered investment adviser) involved in any transaction that you facilitate.  The required disclosures shall be made in such format as we mutually agree.


2.
Compensation for Sales of Fund Shares
 
a.
In consideration of your making Class F-1 shares of the Funds available through the Program, we will pay you compensation from the Funds’ 12b-1 Plans on a quarterly basis at the annual rate of 0.25% of the average daily net asset value of Class F-1 shares of Funds listed on Schedule A that are held in an account assigned to you.  The payment of this compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.  No compensation shall be paid under this Agreement on Class F-2 shares of the Funds.

 
b.
If you offer American Funds Money Market Fund, you acknowledge and agree that we may discontinue making payments of 12b-1 fees in respect of American Funds Money Market Fund if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities does not support such payments. We currently intend to make these payments under this Agreement.

 
c.
You represent that you have received a legal opinion that your receipt of 12b-1 distribution fees will not violate any applicable federal or state laws or regulations.


3.
Compensation for Administrative Services
You may be eligible to receive compensation for providing certain administrative services in respect of Shares of the Funds if you meet the requirements of and enter into a Class F Share Administrative Services Agreement with Capital Research and Management Company.


4.
Order Processing
Any order by you for the purchase of shares of the respective Funds through us shall be accepted at the time when it is received by us (or any clearinghouse agency that we may designate from time to time), and at the offering and sale price next determined, unless rejected by us or the respective Funds.  In addition to the right to reject any order, the Funds have reserved the right to withhold shares from sale temporarily or permanently. We will not accept any order from you that is placed on a conditional basis or subject to any delay or contingency prior to execution.  The procedure relating to the handling of orders shall be subject to the rules of the National Securities Clearing Corporation (NSCC) and any instructions that we shall forward from time to time to all members of the Selling Group.  The shares purchased will be issued by the respective Funds only against receipt of the purchase price, in collected New York or Los Angeles Clearing House funds subject to deduction of all compensation on such sale (reallowance of any compensation to which you are entitled on purchases at net asset value will be paid through our direct purchase compensation system).  If payment for the shares purchased is not received within the time limits set forth by the NSCC, the sale may be cancelled forthwith, by us or by the respective Funds, without any responsibility or liability on our part or on the part of the Funds, and we and/or the respective Funds may hold you responsible for any loss, expense, liability or damage, including loss of profit suffered by us and/or the respective Funds resulting from your delay or failure to make payment as aforesaid.
 

5.
Timeliness of Submitting Orders
You are obliged to date and indicate the time of receipt of all orders you receive from your customers and to transmit promptly all orders to us in time to provide for processing at the price next determined after receipt by you, in accordance with the Prospectuses.  You are not to withhold placing with us orders received from any customers for the purchase of shares.  You shall not purchase shares through us except for the purpose of covering purchase orders already received by you, or for your bona fide investment.


6.
Repurchase of Shares
If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full compensation paid to you on the original sale.
 

7.
Processing Redemption Requests
You shall not purchase any share of any of the Funds from a record holder at a price lower than the net asset value next determined by or for the Funds’ shares.  You shall, however, be permitted to sell any shares for the account of a shareholder of the Funds at the net asset value currently quoted by or for the Funds’ shares, and may charge a fair service fee for handling the transaction provided you disclose the fee to the record owner.


8.
Prospectuses and Marketing Materials
We shall furnish you without charge reasonable quantities of offering Prospectuses (including any supplements currently in effect) current shareholder reports of the Funds, and sales materials issued by us from time to time.  In the purchase of shares through us, you are entitled to rely only on the information contained in the offering Prospectus(es).  You may not publish any advertisement or distribute sales literature or other written material to the public that makes reference to us or any of the Funds (except material that we furnished to you) without our prior written approval.


9.
Effect of Prospectus
This Agreement is in all respects subject to statements regarding the sale and repurchase or redemption of shares made in offering Prospectuses of the Funds, which shall control and override any provision to the contrary in this Agreement.  Notwithstanding any contrary provision in this Agreement, you shall comply with the terms of the Prospectuses of the Funds.


10.
Relationship of Parties
You shall make available shares of the Funds only through us.  In no transaction (whether of purchase or sale) shall you have any authority to act as agent for, partner of, or participant in a joint venture with us or with the Funds or any other entity having either a Bank Selling Group Agreement or other Agreement with us.


11.
State Securities Qualification
We act solely as agent for the Funds and are not responsible for qualifying the Funds or their shares for sale in any jurisdiction.  Upon written request we will provide you with a list of the jurisdictions in which the Funds or their shares are qualified for sale. We also are not responsible for the issuance, form, validity, enforceability or value of Fund shares.


12.
Representations
 
a.
You represent that (1) you are (a) a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations, a member of the Financial Industry Regulatory Authority (FINRA), and your membership with FINRA is not currently suspended or terminated or (b) a "bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (or other financial institution) and not otherwise required to register as a broker or dealer under such Act or any state laws; and (2) to the extent you offer any Class 529 shares, you are permitted by applicable law to offer such shares.  You agree to notify us immediately in writing if this representation ceases to be true.  You also agree that, if you are a bank or other financial institution as set forth above, you will comply with the applicable rules of the NASD, that you will maintain adequate records with respect to your customers and their transactions, and that such transactions will be without recourse against you by your customers.  We recognize that, in addition to applicable provisions of state and federal securities laws, you may be subject to the provisions of other laws governing, among other things, the conduct of activities by federal and state-chartered and supervised financial institutions and their affiliated organizations.  Because you will be the only entity having a direct relationship with the customer in connection with securities purchases hereunder, you will be responsible in that relationship for insuring compliance with all applicable federal and state laws and regulations relating to securities purchases hereunder.

 
b.
Each party to this Agreement represents that it will comply with all applicable laws, including applicable state privacy laws. Each party agrees to notify the other party immediately in writing if the foregoing representation ceases to be true to a material extent.

13.
Confidentiality
Each party to this Agreement agrees to maintain all information received from the other party pursuant to this Agreement in confidence, and each party agrees not to use any such information for any purpose, or disclose any such information to any person, except as permitted by applicable laws, rules and regulations. This provision shall survive the termination of this Agreement.


14.
Termination
Either of us may cancel this Agreement at any time by written notice to the other.


15.
Notices
All communications to us should be sent to the following address:

American Funds Distributors, Inc.
Attn: HOST Control   Contract Administration Team
3500 Wiseman Boulevard
San Antonio, TX 78251-4321
Telephone No.: 800/421-5475, option 8
Facsimile No.: 210/474-4088

Any notice to you shall be duly given if mailed or sent by overnight courier to you at the address specified by you below.

16.
Miscellaneous
 
a.
If you offer American Funds Money Market Fund, you acknowledge and agree that we may discontinue making payments of 12b-1 fees in respect of American Funds Money Market Fund if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities does not support such payments.  We currently intend to make these payments under this Agreement.

 
b.
We reserve the right not to pay any compensation more than six (6) months in arrears in respect of accounts and/or assets that were not timely identified as eligible for compensation pursuant to this Agreement.


*           *           *           *           *






Execute this Agreement in duplicate and return one of the duplicate originals to us for our file.  This Agreement (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment and (ii) shall be construed in accordance with the laws of the State of California.


Very truly yours,
American Funds Distributors, Inc.


 By      ______________________________                                                                     
 
 




 Accepted

______________________________
Firm


 By   ______________________________                                                                    
 Officer or Partner


 Address:

______________________________
______________________________




 Date:

______________________________
 
 

SCHEDULE A
July 10, 2009

LIST OF FUNDS


 
AMCAP Fund
 
American Balanced Fund
 
American Funds Money Market Fund
 
American Funds Short-Term Tax Exempt Bond Fund
 
American High-Income Municipal Bond Fund
 
American High-Income Trust
 
American Mutual Fund
 
Bond Fund of America
 
Capital Income Builder
 
Capital World Growth and Income Fund
 
Capital World Bond Fund
 
EuroPacific Growth Fund
 
Fundamental Investors
 
Growth Fund of America
 
Income Fund of America
 
Investment Company of America
 
Intermediate Bond Fund of America
 
International Growth and Income Fund
 
Limited Term Tax-Exempt Bond Fund of America
 
New Economy Fund
 
New Perspective Fund
 
New World Fund
 
Short-Term Bond Fund of America
 
SMALLCAP World Fund
 
Tax-Exempt Bond Fund of America
 
Tax-Exempt Fund of California
 
Tax-Exempt Fund of Maryland
 
Tax-Exempt Fund of Virginia
 
U.S. Government Securities Fund
 
Washington Mutual Investors Fund

 
 
 
 
 
 
 

PRINCIPAL UNDERWRITING AGREEMENT


THIS PRINCIPAL UNDERWRITING AGREEMENT, is between [FUND], a Delaware statutory trust (the "Fund"), and AMERICAN FUNDS DISTRIBUTORS, INC., a California corporation (the "Distributor").

W I T N E S S E T H:

WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end diversified investment company which offers sixteen classes of shares of beneficial interest, designated as Class A shares, Class B shares, Class C shares, Class F-1 shares, Class F-2 shares, Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares, Class 529-F-1 shares, Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares, Class R-5 shares, and Class R-6 shares, and it is a part of the business of the Fund, and affirmatively in the interest of the Fund, to offer shares of the Fund either from time to time or continuously as determined by the Fund ' s officers subject to authorization by its Board of Trustees;

WHEREAS, the Distributor is engaged in the business of promoting the distribution of shares of investment companies through securities broker-dealers; and

WHEREAS, the Fund and the Distributor wish to enter into an agreement with each other to promote the distribution and servicing of the shares of the Fund and of all series or classes of the Fund which may be established in the future;

NOW, THEREFORE, the parties agree as follows:

1.   (a)         The Distributor shall be the exclusive principal underwriter for the sale of the shares of the Fund and of each series or class of the Fund which may be established in the future, except as otherwise provided pursuant to the following subsection (b).  The terms "shares of the Fund" or "shares" as used herein shall mean shares of beneficial interest of the Fund and each series or class which may be established in the future and become covered by this Agreement in accordance with Section 31 of this Agreement.

(b)         The Fund may, upon 60 days written notice to the Distributor, from time to time designate other principal underwriters of its shares with respect to areas other than the North American continent, Hawaii, Puerto Rico, and such countries or other jurisdictions as to which the Fund may have expressly waived in writing its right to make such designation.  In the event of such designation, the right of the Distributor under this Agreement to sell shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full force and effect until terminated in accordance with the other provisions hereof.

2.      In the sale of shares of the Fund, the Distributor shall act as agent of the Fund except in any transaction in which the Distributor sells such shares as a dealer to the public, in which event the Distributor shall act as principal for its own account.

3.      The Fund shall sell shares only through the Distributor, except that the Fund may, to the extent permitted by the 1940 Act and the rules and regulations promulgated thereunder or pursuant thereto, at any time:

(a)  issue shares to any corporation, association, trust, partnership or other organization, or its, or their, security holders, beneficiaries or members, in connection with a merger, consolidation or reorganization to which the Fund is a party, or in connection with the acquisition of all or substantially all the property and assets of such corporation, association, trust, partnership or other organization;

(b)  issue shares at net asset value to the holders of shares of capital stock or beneficial interest of other investment companies served as investment adviser by any affiliated company or companies of The Capital Group Companies, Inc., to the extent of all or any portion of amounts received by such shareholders upon redemption or repurchase of their shares by the other investment companies;

(c)  issue shares at net asset value to its shareholders in connection with the reinvestment of dividends paid and other distributions made by the Fund;

(d)  issue shares at net asset value to persons entitled to purchase shares at net asset value without sales charge or contingent deferred sales charge as described in the Fund's current Registration Statement in effect under the Securities Act of 1933, as amended, for each series issued by the Fund at the time of such offer or sale.

4.      The Distributor shall devote its best efforts to the sale of shares of the Fund and shares of any other mutual funds served as investment adviser by affiliated companies of The Capital Group Companies, Inc., and insurance contracts funded by shares of such mutual funds, for which the Distributor has been authorized to act as principal underwriter for the sale of shares.  The Distributor shall maintain a sales organization suited to the sale of shares of the Fund and shall use its best efforts to effect such sales in jurisdictions as to which the Fund shall have expressly waived in writing its right to designate another principal underwriter pursuant to subsection 1(b) hereof, and shall effect and maintain appropriate qualification to do so in all those jurisdictions in which it sells or offers shares for sale and in which qualification is required.

5.      Within the United States of America, all dealers to whom the Distributor shall offer and sell shares must be duly licensed and qualified to sell shares of the Fund.  Shares sold to dealers shall be for resale by such dealers only at the public offering price set forth in the current summary prospectus and/or prospectus of the Fund's Registration Statement in effect under the Securities Act of 1933, as amended ("Prospectus").  The Distributor shall not, without the consent of the Fund, sell or offer for sale any shares of a series or class issued by the Fund other than as principal underwriter pursuant to this Agreement.
 
6.      In its sales to dealers, it shall be the responsibility of the Distributor to ensure that such dealers are appropriately qualified to transact business in the shares under applicable laws, rules and regulations promulgated by such national, state, local or other governmental or quasi-governmental authorities as may in a particular instance have jurisdiction.

7.      The applicable public offering price of shares shall be the price which is equal to the net asset value per share, as shall be determined by the Fund in the manner and at the time or times set forth in and subject to the provisions of the Prospectus of the Fund.

8.      All orders for shares received by the Distributor shall, unless rejected by the Distributor or the Fund, be accepted by the Distributor immediately upon receipt and confirmed at an offering price determined in accordance with the provisions of the Prospectus and the 1940 Act, and applicable rules in effect thereunder.  The Distributor shall not hold orders subject to acceptance nor otherwise delay their execution.  The provisions of this Section shall not be construed to restrict the right of the Fund to withhold shares from sale under Section 26 hereof.

9.      The Fund or its transfer agent shall be promptly advised of all orders received, and shall cause shares to be issued upon payment therefor in New York or Los Angeles Clearing House Funds.

10.    The Distributor shall adopt and follow procedures as approved by the officers of the Fund for the confirmation of sales to dealers, the collection of amounts payable by dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the Securities and Exchange Commission or the Financial Industry Regulatory Authority ("FINRA"), as such requirements may from time to time exist.

11. The Distributor, as principal underwriter under this Agreement for Class A shares, shall receive (i) that part of the sales charge which is retained by the Distributor after allowance of discounts to dealers, unless waived by the Distributor for certain qualified fee-based programs, as set forth in the Prospectus of the Fund, and (ii) amounts payable to the Distributor pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class A shares.

12.  The Distributor, as principal underwriter under this agreement for Class B shares shall receive (i) distribution fees as commissions for the sale of Class B shares and contingent deferred sales charges ("CDSC") (as defined below), as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class B shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class B shares (the "Class B Plan").

(a)  In accordance with the Class B Plan, and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor provision thereto), the Fund shall pay to the Distributor or, at the Distributor's direction, to a third-party, monthly in arrears on or prior to the 10 th business day of the following calendar month, the Distributor's Allocable Portion (as defined below) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B shares of the Fund outstanding on such day. The Fund agrees to withhold from redemption proceeds of the Class B shares, the Distributor's Allocable Portion of any CDSCs payable with respect to the Class B shares, as provided in the Fund's Prospectus, and to pay the same over to the Distributor or, at the Distributor's direction to a third-party, at the time the redemption proceeds are payable to the holder of such shares redeemed.  Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Class B Plan.

(b)  For purposes of this Agreement, the term "Allocable Portion" of Distribution Fees and CDSCs payable with respect to Class B shares shall mean the portion of such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached hereto as Schedule A.

(c)  The Distributor shall be considered to have completely earned the right to the payment of its Allocable Portion of the Distribution Fees and the right to payment of its Allocable Portion of the CDSCs with respect to each "Commission Share" (as defined in the Allocation Schedule attached hereto as Schedule A) upon the settlement date of such Commission Share taken into account in determining the Distributor's Allocable Portion of Distribution Fees.

(d)  The provisions set forth in Section 1 of the Class B Plan (in effect on the date hereof) relating to Class B shares, together with the related definitions are hereby incorporated into this Section 12 by reference with the same force and effect as if set forth herein in their entirety.

13.  The Distributor, as principal underwriter under this agreement for Class C shares shall receive (i) distribution fees as commissions for the sale of Class C shares and CDSCs, as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class C shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class C shares (the "Class C Plan").

(a)  In accordance with the Class C Plan, and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor provision thereto), the Fund shall pay to the Distributor, no more frequently than monthly in arrears within 30 days of receipt of an invoice for payment, the Distributor's Allocable Portion (as defined below) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the daily equivalent of 0.75% per annum of the net asset value of the Class C shares outstanding on such day.  The Fund agrees to withhold from redemption proceeds of the Class C shares, the Distributor's Allocable Portion of any CDSCs payable with respect to the Class C shares, as provided in the Fund's Prospectus and to pay the same over to the Distributor, or, at the Distributor's direction to a third party, at the time the redemption proceeds are payable to the holder of such shares redeemed.  Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Class C Plan.

(b)  For purposes of this Agreement, the term "Allocable Portion" of Distribution Fees and CDSCs payable with respect to Class C shares shall mean the portion of such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached hereto as Schedule B.

(c)  The Distributor shall be considered to have completely earned the right to the payment of its Allocable Portion of the Distribution Fees and the right to payment of its Allocable Portion of the CDSCs with respect to each "Commission Share" (as defined in the Allocation Schedule attached hereto as Schedule B) upon the settlement date of such Commission Share taken into account in determining the Distributor's Allocable Portion of Distribution Fees.

(d)  The provisions set forth in Section 1 of the Class C Plan (in effect on the date hereof) relating to Class C shares, together with the related definitions are hereby incorporated into this Section 13 by reference with the same force and effect as if set forth herein in their entirety.

14.  The Distributor, as principal underwriter under this agreement for Class F-1 shares shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class F-1 shares as compensation for the sale of Class F-1 shares as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class F-1 shares.  The payment of distribution and service fees is pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class F-1 shares (the "Class F-1 Plan"). The actual amounts paid shall be determined by the Board of Trustees of the Fund.

15.  The Distributor, as principal underwriter under this Agreement for Class F-2 shares, shall receive no compensation.

16.  The Distributor, as principal underwriter under this Agreement for Class 529-A shares, shall receive (i) that part of the sales charge which is retained by the Distributor after allowance of discounts to dealers, unless waived by the Distributor for certain qualified fee-based programs, as set forth in the Prospectus of the Fund, and (ii) amounts payable to the Distributor pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-A shares. The actual amounts paid shall be determined by the Board of Trustees of the Fund.

17.  The Distributor, as principal underwriter under this agreement for Class 529-B shares shall receive (i) distribution fees as compensation for the sale of Class 529-B shares and CDSCs, as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-B shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-B shares (the "Class    529-B Plan").

(a)  In accordance with the Class 529-B Plan, and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor provision thereto), the Fund shall pay to the Distributor or, at the Distributor's direction, to a third-party, monthly in arrears on or prior to the 10 th business day of the following calendar month, the Distributor's Allocable Portion (as defined below) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class 529-B shares of the Fund outstanding on such day.  The Fund agrees to withhold from redemption proceeds of the Class 529-B shares, the Distributor's Allocable Portion of any CDSCs payable with respect to the Class 529-B shares, as provided in the Fund's Prospectus, and to pay the same over to the Distributor or, at the Distributor's direction to a third party, at the time the redemption proceeds are payable to the holder of such shares redeemed.  Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Class 529-B Plan.

(b)  For purposes of this Agreement, the term "Allocable Portion" of Distribution Fees and CDSCs payable with respect to Class 529-B shares shall mean the portion of such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached hereto as Schedule C.

(c)  The Distributor shall be considered to have completely earned the right to the payment of its Allocable Portion of the Distribution Fees and the right to payment of its Allocable Portion of the CDSCs with respect to each "Commission Share" (as defined in the Allocation Schedule attached hereto as Schedule C) upon the settlement date of such Commission Share taken into account in determining the Distributor's Allocable Portion of Distribution Fees.

(d)  The provisions set forth in Section 1 of the Class 529-B Plan (in effect on the date hereof) relating to Class 529-B shares, together with the related definitions are hereby incorporated into this Section 17 by reference with the same force and effect as if set forth herein in their entirety.

18.  The Distributor, as principal underwriter under this agreement for Class 529-C shares shall receive (i) distribution fees as compensation for the sale of Class 529-C shares and CDSCs, as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-C shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-C shares (the "Class   529-C Plan").

(a)  In accordance with the Class 529-C Plan, and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor provision thereto), the Fund shall pay to the Distributor, no more frequently than monthly in arrears within 30 days of receipt of an invoice for payment, the Distributor's Allocable Portion (as defined below) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class 529-C shares of the Fund outstanding on such day.  The Fund agrees to withhold from redemption proceeds of the Class 529-C shares, the Distributor's Allocable Portion of any CDSCs payable with respect to the Class 529-C shares, as provided in the Fund's Prospectus, and to pay the same over to the Distributor or, at the Distributor's direction to a third party, at the time the redemption proceeds are payable to the holder of such shares redeemed.  Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Class 529-C Plan.

(b)  For purposes of this Agreement, the term "Allocable Portion" of Distribution Fees and CDSCs payable with respect to Class 529-C shares shall mean the portion of such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached hereto as Schedule D.

(c) The Distributor shall be considered to have completely earned the right to the payment of its Allocable Portion of the Distribution Fees and the right to payment of its Allocable Portion of the CDSCs with respect to each "Commission Share" (as defined in the Allocation Schedule attached hereto as Schedule D) upon the settlement date of such Commission Share taken into account in determining the Distributor's Allocable Portion of Distribution Fees.

(d)  The provisions set forth in Section 1 of the Class 529-C Plan (in effect on the date hereof ) relating to Class 529-C shares, together with the related definitions are hereby incorporated into this Section 18 by reference with the same force and effect as if set forth herein in their entirety.

19.  The Distributor, as principal underwriter under this agreement for Class 529-E shares shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-E shares as compensation for the sale of Class 529-E shares as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-E shares.  The payment of distribution and service fees is pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-E shares (the "Class 529-E Plan"). The actual amounts paid shall be determined by the Board of Trustees of the Fund.

20.  The Distributor, as principal underwriter under this agreement for Class 529-F-1 shares, shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-F-1 shares as compensation for the sale of Class 529-F-1 shares as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-F-1 shares.  The payment of distribution and service fees is pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-F-1 shares (the "Class 529-F-1 Plan"). The actual amounts paid shall be determined by the Board of Trustees of the Fund.

21.  The Distributor, as principal underwriter under this agreement for each of the Class R shares shall receive (i) distribution fees as compensation for the sale of Class R-1, R-2, R-3, R-4, R-5 and R-6 shares (collectively, "Class R shares"), and (ii) shareholder service fees as set forth below.  The payment of distribution and service fees is pursuant to the Fund's various Plans of Distribution under Rule 12b-1 under the 1940 Act relating to each of the Class R shares (the "Class R Plans").  For purposes of the following chart the fee rates represent annual fees as a percentage of average daily net assets of the respective share class.  Fees shall accrue daily and be paid monthly. The actual amounts paid shall be determined by the Board of Trustees of the Fund.

Share Class
Distribution Fee
Service Fee
Class R-1
0.75%
0.25%
Class R-2
0.50%
0.25%
Class R-3
0.25%
0.25%
Class R-4
0.00%
0.25%
Class R-5
0.00%
0.00%
Class R-6
0.00%
0.00%

22.    The Fund agrees to use its best efforts to maintain its registration as a diversified open-end management investment company under the 1940 Act.

23.    The Fund agrees to use its best efforts to maintain an effective Prospectus under the Securities Act of 1933, as amended, and warrants that such Prospectus will contain all statements required by and will conform with the requirements of such Securities Act of 1933 and the rules and regulations thereunder, and that no part of any such Prospectus, at the time the Registration Statement of which it is a part becomes effective, will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading (excluding any information provided by the Distributor in writing for inclusion in the Prospectus).  The Distributor agrees and warrants that it will not in the sale of shares use any Prospectus, advertising or sales literature not approved by the Fund or its officers nor make any untrue statement of a material fact nor omit the stating of a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading.  The Distributor agrees to indemnify and hold the Fund harmless from any and all loss, expense, damage and liability resulting from a breach of the agreements and warranties contained in this Section, or from the use of any sales literature, information, statistics or other aid or device employed in connection with the sale of shares.

24.  The expense of each printing of each Prospectus and each revision thereof or addition thereto deemed necessary by the Fund's officers to meet the requirements of applicable laws shall be divided between the Fund, the Distributor and any other principal underwriter of the shares of the Fund as follows:

(a)  the Fund shall pay the typesetting and make-ready charges;

(b)  the printing charges shall be prorated between the Fund, the Distributor, and any other principal underwriter(s) in accordance with the number of copies each receives; and

(c)  expenses incurred in connection with the foregoing, other than to meet the requirements of the Securities Act of 1933, as amended, or other applicable laws, shall be borne by the Distributor, except in the event such incremental expenses are incurred at the request of any other principal underwriter(s), in which case such incremental expenses shall be borne by the principal underwriter(s) making the request.

25.  The Fund agrees to use its best efforts to qualify and maintain the qualification of an appropriate number of the shares of each series or class it offers for sale under the securities laws of such states as the Distributor and the Fund may approve.  Any such qualification for any series or class may be withheld, terminated or withdrawn by the Fund at any time in its discretion.  The expense of qualification and maintenance of qualification shall be borne by the Fund, but the Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund or its counsel in connection with such qualifications.

26.  The Fund may withhold shares of any series or class from sale to any person or persons or in any jurisdiction temporarily or permanently if, in the opinion of its counsel, such offer or sale would be contrary to law or if the Trustees or the President or any Vice President of the Fund determines that such offer or sale is not in the best interest of the Fund.  The Fund will give prompt notice to the Distributor of any withholding and will indemnify it against any loss suffered by the Distributor as a result of such withholding by reason of non-delivery of shares of any series or class after a good faith confirmation by the Distributor of sales thereof prior to receipt of notice of such withholding.

27.  (a)       This Agreement may be terminated at any time, without payment of any penalty, as to the Fund or any series on sixty (60) days written notice by the Distributor to the Fund.

(b)       This Agreement may be terminated as to the Fund or any series or class by either party upon five (5) days written notice to the other party in the event that the Securities and Exchange Commission has issued an order or obtained an injunction or other court order suspending effectiveness of the Registration Statement covering the shares of the Fund or such series or class.

(c)       This Agreement may be terminated as to the Fund or any series or class by the Fund upon five (5) days written notice to the Distributor provided either of the following events has occurred:

(i)  FINRA has expelled the Distributor or suspended its membership in that organization; or

(ii)  the qualification, registration, license or right of the Distributor to sell shares of any series in a particular state has been suspended or canceled by the State of California or any other state in which sales of the shares of the Fund or such series during the most recent 12-month period exceeded 10% of all shares of such series sold by the Distributor during such period.

(d)       This Agreement may be terminated as to the Fund or any series or class at any time on sixty (60) days written notice to the Distributor without the payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund or such series or class.

28.  This Agreement shall not be assignable by either party hereto and in the event of assignment shall automatically terminate forthwith.  The term "assignment" shall have the meaning set forth in the 1940 Act. Notwithstanding this Section, this Agreement, with respect to the Fund's Class B and Class 529-B shares, has been approved in accordance with Section 31 in anticipation of the Distributor's transfer of its Allocable Portion of Distribution Fees and CDSCs (but not its obligations under this Agreement) to a third-party pursuant to a "Purchase and Sale Agreement" in order to raise funds to cover distribution expenditures, and such transfer will not cause a termination of this Agreement. If Distributor determines to transfer its Allocable Portion of Distribution Fees and CDSCs in respect of Class C or Class 529-C shares to a third party, such transfer shall not cause a termination of this Agreement.

29.  No provision of this Agreement shall protect or purport to protect the Distributor against any liability to the Fund or holders of its shares for which the Distributor would otherwise be liable by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Distributor’s obligations under this Agreement.

30.  This Agreement shall become effective on [DATE] 2009. Unless sooner terminated in accordance with the other provisions hereof, this Agreement shall continue in effect until [DATE] 2010, and shall continue in effect from year to year thereafter but only so long as such continuance is specifically approved at least annually by (i) the vote of a majority of the Independent Trustees of the Fund cast in person at a meeting called for the purpose of voting on such approval, and (ii) the vote of either a majority of the entire Board of Trustees of the Fund or a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Fund.

31.  If the Fund shall at any time issue shares in more than one series or class, this Agreement shall take effect with respect to such series or class of the Fund which may be established in the future at such time as it has been approved as to such series or class by vote of the Board of Trustees and the Independent Trustees in accordance with Section 30.  The Agreement as approved with respect to any series or class shall specify the compensation payable to the Distributor pursuant to Sections 11 through 21, as well as any provisions which may differ from those herein with respect to such series, subject to approval in writing by the Distributor.

32.       This Agreement may be approved, amended, continued or renewed with respect to a series or class as provided herein notwithstanding such approval, amendment, continuance or renewal has not been effected with respect to any one or more other series or class of the Fund.

33.       This Agreement shall be construed under and shall be governed by the laws of the State of California, and the parties hereto agree that proper venue of any action with respect hereto shall be Los Angeles County, California.


IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate original by their officers thereunto duly authorized, as of [DATE] ,2009.


AMERICAN FUNDS DISTRIBUTORS, INC.
[FUND]
   
   
   
By:
By:
Kevin G. Clifford
 
President
Executive Vice President and
 
Principal Executive Officer
   
   
By:
By:
David M. Givner
 
Secretary
Secretary

 
 

 


SCHEDULE A
to the
Principal Underwriting Agreement

ALLOCATION SCHEDULE


The following relates solely to Class B shares.

The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class B shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class B shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class B shares shall be allocated among the Distributor and any successor distributor (" Successor Distributor ") in accordance with this Schedule.

Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the "Distribution Agreement"), of which this Schedule is a part.  As used herein the following terms shall have the meanings indicated:

" Commission Share " means each B share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any B share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.

" Date of Original Issuance " means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.

" Free Share " means, in respect of a Fund, each B share of the Fund, other than a Commission Share (including, without limitation, any B share issued in connection with the reinvestment of dividends or capital gains).

" Inception Date " means in respect of a Fund, the first date on which the Fund issued shares.

" Net Asset Value " means the net asset value determined as set forth in the Prospectus of each Fund.

Omnibus Share ” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”).  If, subsequent to the Successor Distributor becoming exclusive distributor of the Class B shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non­Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.

PART I: ATTRIBUTION OF CLASS B SHARES

Class B shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

(1)            Commission Shares other than Omnibus Shares :

(a)  Commission Shares that are not Omnibus Shares ("Non-Omnibus Commission Shares") attributed to the Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class B shares of the Fund.

(b)  Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class B shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class B shares of the Fund.

(c)  A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the " Redeeming Fund ") in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.

(2)            Free Shares :

Free Shares that are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date; provided that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

(3)            Omnibus Shares :

Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date; provided that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

PART II: ALLOCATION OF CDSCs

(1)            CDSCs Related to the Redemption of Non-Omnibus Commission Shares :

CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.

(2)            CDSCs Related to the Redemption of Omnibus Shares :

CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the  Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof; provided , that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.

PART III: ALLOCATION OF DISTRIBUTION FEE

Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:

(1)           The portion of the aggregate Distribution Fee accrued in respect of all Class B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:

         (A + C)/2
        (B + D)/2

where:

A=
The aggregate Net Asset Value of all Class B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month

B=
The aggregate Net Asset Value of all Class B shares of a Fund at the beginning of such calendar month

C=
The aggregate Net Asset Value of all Class B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month

D=
The aggregate Net Asset Value of all Class B shares of a Fund at the end of such calendar month

(2)  If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:

(A)/(B)

where:

A=
Average Net Asset Value of all such Class B shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be

B=
Total average Net Asset Value of all such Class B shares of a Fund for such calendar month

PART IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION

The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class B shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided , however , if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the NASD Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.
 
 
 
SCHEDULE B
to the
Principal Underwriting Agreement

ALLOCATION SCHEDULE


The following relates solely to Class C shares.

The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class C shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class C shares shall be allocated among the Distributor and any successor distributor (" Successor Distributor ") in accordance with this Schedule. At such time as the Distributor's Allocable Portion of the Distribution Fees equals zero, the Successor Distributor shall become the Distributor for purposes of this Allocation Schedule.

Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the "Distribution Agreement"), of which this Schedule is a part.  As used herein the following terms shall have the meanings indicated:

" Commission Share " means each C share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any C share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.

" Date of Original Issuance " means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.

" Free Share " means, in respect of a Fund, each C share of the Fund, other than a Commission Share (including, without limitation, any C share issued in connection with the reinvestment of dividends or capital gains).

" Inception Date " means in respect of a Fund, the first date on which the Fund issued shares.

" Net Asset Value " means the net asset value determined as set forth in the Prospectus of each Fund.

" Omnibus Share " means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (" Omnibus Selling Agents ").  If, subsequent to the Successor Distributor becoming exclusive distributor of the Class C shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner as Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.

PART I:  ATTRIBUTION OF CLASS C SHARES

Class C shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

(1)          Commission Shares other than Omnibus Shares :

(a)         Commission Shares that are not Omnibus Shares ("Non-Omnibus Commission Shares") attributed to the Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

(b)         Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class C shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

(c)         A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the " Redeeming Fund ") in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.

(2)          Free Shares :

Free Shares that are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date; provided that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

(3)          Omnibus Shares :

Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date; provided that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

PART II:  ALLOCATION OF CDSCs

(1)          CDSCs Related to the Redemption of Non-Omnibus Commission Shares :

CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.

(2)          CDSCs Related to the Redemption of Omnibus Shares :

CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof; provided , that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.

PART III:  ALLOCATION OF DISTRIBUTION FEE

Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:

(1)         The portion of the aggregate Distribution Fee accrued in respect of all Class C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:

  (A + C)/2
(B + D)/2

where:

A=
The aggregate Net Asset Value of all Class C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month
B=
The aggregate Net Asset Value of all Class C shares of a Fund at the beginning of such calendar month

C=
The aggregate Net Asset Value of all Class C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month

D=
The aggregate Net Asset Value of all Class C shares of a Fund at the end of such calendar month

(2)         If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:

(A)/(B)

where:

A=
Average Net Asset Value of all such Class C shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be

 
B=
Total average Net Asset Value of all such Class C shares of a Fund for such calendar month

PART IV:  ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION

The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class C shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided , however, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the NASD Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.
 
 
 
 

SCHEDULE C
to the
Principal Underwriting Agreement

ALLOCATION SCHEDULE


The following relates solely to Class 529-B shares.

The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-B shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-B shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-B shares shall be allocated among the Distributor and any successor distributor (" Successor Distributor ") in accordance with this Schedule.

Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the "Distribution Agreement"), of which this Schedule is a part.  As used herein the following terms shall have the meanings indicated:

" Commission Share " means each 529-B share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any 529-B share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.

" Date of Original Issuance " means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.

" Free Share " means, in respect of a Fund, each 529-B share of the Fund, other than a Commission Share (including, without limitation, any 529-B share issued in connection with the reinvestment of dividends or capital gains).

" Inception Date " means in respect of a Fund, the first date on which the Fund issued shares.

" Net Asset Value " means the net asset value determined as set forth in the Prospectus of each Fund.

Omnibus Share ” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”).  If, subsequent to the Successor Distributor becoming exclusive distributor of the Class 529-B shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-­Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.
 
PART I: ATTRIBUTION OF CLASS 529-B SHARES

Class 529-B shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

(1)            Commission Shares other than Omnibus Shares :

(a)           Commission Shares that are not Omnibus Shares ("Non-Omnibus Commission Shares") attributed to the Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class 529-B shares of the Fund.

(b)           Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class 529-B shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-B shares of the Fund.

(c)           A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the " Redeeming Fund ") in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.

(2)            Free Shares :

Free Shares that are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date; provided that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

(3)            Omnibus Shares :

Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date; provided that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

PART II: ALLOCATION OF CDSCs

(1)            CDSCs Related to the Redemption of Non-Omnibus Commission Shares :

CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.

(2)            CDSCs Related to the Redemption of Omnibus Shares :

CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the  Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof; provided , that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.

PART III: ALLOCATION OF DISTRIBUTION FEE

Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:

(1)           The portion of the aggregate Distribution Fee accrued in respect of all Class 529-B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:

   (A + C)/2
  (B + D)/2

where:

A=
The aggregate Net Asset Value of all Class 529-B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month

B=
The aggregate Net Asset Value of all Class 529-B shares of a Fund at the beginning of such calendar month

C=
The aggregate Net Asset Value of all Class 529-B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month

D=
The aggregate Net Asset Value of all Class 529-B shares of a Fund at the end of such calendar month

(2)           If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:

(A)/(B)

where:

A=
Average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be

B=
Total average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month

PART IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION

The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class 529-B shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided , however , if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the NASD Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.
 
 
 

SCHEDULE D
to the
Principal Underwriting Agreement

ALLOCATION SCHEDULE


The following relates solely to Class 529-C shares.

The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-C shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-C shares shall be allocated among the Distributor and any successor distributor (" Successor Distributor ") in accordance with this Schedule. At such time as the Distributor's Allocable Portion of the Distribution Fees equals zero, the Successor Distributor shall become the Distributor for purposes of this Allocation Schedule.

Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the "Distribution Agreement"), of which this Schedule is a part.  As used herein the following terms shall have the meanings indicated:

" Commission Share " means each 529-C share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any 529-C share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.

" Date of Original Issuance " means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.

" Free Share " means, in respect of a Fund, each 529-C share of the Fund, other than a Commission Share (including, without limitation, any 529-C share issued in connection with the reinvestment of dividends or capital gains).

" Inception Date " means in respect of a Fund, the first date on which the Fund issued shares.

" Net Asset Value " means the net asset value determined as set forth in the Prospectus of each Fund.

" Omnibus Share " means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (" Omnibus Selling Agents" ).  If, subsequent to the Successor Distributor becoming exclusive distributor of the Class 529-C shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.

PART I:  ATTRIBUTION OF CLASS 529-C SHARES

Class 529-C shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

(1)          Commission Shares other than Omnibus Shares :

(a)         Commission Shares that are not Omnibus Shares ("Non-Omnibus Commission Shares") attributed to the Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class 529-C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

(b)         Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class 529-C shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

(c)         A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the " Redeeming Fund ") in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.

(2)          Free Shares :

Free Shares that are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date; provided that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

(3)          Omnibus Shares :

Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date; provided that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

PART II:  ALLOCATION OF CDSCs

(1)          CDSCs Related to the Redemption of Non-Omnibus Commission Shares :

CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.

(2)          CDSCs Related to the Redemption of Omnibus Shares :

CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof; provided , that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.

PART III:  ALLOCATION OF DISTRIBUTION FEE

Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:

(1)         The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:

  (A + C)/2
(B + D)/2
where:

A=
The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month

B=
The aggregate Net Asset Value of all Class 529-C shares of a Fund at the beginning of such calendar month

C=
The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month

D=
The aggregate Net Asset Value of all Class 529-C shares of a Fund at the end of such calendar month

(2)         If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:

(A)/(B)
where:

A=
Average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be

B=
Total average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month

PART IV:  ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION

The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules  or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class 529-C shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided , however, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the NASD Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.



















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[Logo - American Funds®]

DEFERRED COMPENSATION PLAN
 
(Amended and restated, effective as of August 7, 2009)
 
TABLE OF CONTENTS

Paragraph Title
Page No
1.  Definitions
1
2.  Introduction
4
   
3.  Plan Oversight; Administration and Amendment
4
3.1.  Plan Oversight and Operation
4
3.2.  Plan Interpretation and Administration
4
3.3.  Plan Amendment
5
3.4.  Plan Termination
5
   
4.  Election to Defer Payments
5
4.1.  Election to Defer
5
4.2.  Current Independent Board Members
5
4.2.a.  Newly Elected or Appointed Independent Board Members
5
4.3.  Modification or Revocation of Election to Defer
5
   
5.  Beneficiary Designation
6
   
6.  Deferred Payment Account
6
6.1.  Crediting Amounts
6
6.2.  Change of Investment Designation
6
6.3.  Exchange Requests
6
6.4.  Plan Participants Serving on Money Market Fund Boards
7
   
7.  Timing and Manner of Payments
7
7.1.  Timing of Payments
7
7.2.  Manner of Payment – Lump Sum
7
7.3.  Alternative Payment Methods
7
7.4.  Death of Plan Participant
8
7.5.  Disability of Plan Participant
8
7.6.  Unforeseeable Emergency
8
7.7.  Modification or Revocation for Post-2004 Deferrals
8
7.7.a.  Special Transition Rule
8
7.8.  Modification or Revocation for Pre-2005 Deferrals
9
   
8.  Miscellaneous
9
   
Signature Pages
 
Exhibits A through D
 
 
 
 

 
1.     DEFINITIONS
 
1.1.            Administrator .  An individual designated by CRMC to process forms and receive Plan related communications from Plan Participants and otherwise assist the Committee in the administration of the Plan.

1.2.            Beneficiary(ies) .  The person or persons last designated in writing by a Plan Participant in accordance with procedures established by the Committee to receive the amounts payable under the Plan in the event of the Plan Participant’s death.  A Plan Participant may designate a Primary Beneficiary(ies) to receive amounts payable under the Plan upon the Plan Participant’s death.  A Plan Participant may also name a Contingent Beneficiary(ies) to receive amounts payable under the Plan upon the Participant’s death if there is no surviving Primary Beneficiary(ies).

1.3.            Board(s) .  The Board of Directors of a Fund(s).

1.4.            Committee .  A group of Independent Board Members responsible for oversight and operation of the Plan.  The Committee must consist of a minimum of three members, each currently serving as an Independent Board Member of at least one Fund.  Each Fund, by the affirmative vote of at least a majority of its Board (including a majority of the Fund’s Independent Board Members) shall appoint the initial members of the Committee.  Thereafter, the Committee shall determine its membership by majority vote.

1.5.            CRMC .  Capital Research and Management Company.

1.6.            Date of Crediting .
(i)  
With respect to a retainer deferred by a Plan Participant, the Date of Crediting is the first day of the period to which the retainer relates.
(ii)  
With respect to a meeting fee deferred by a Plan Participant, the Date of Crediting is the date of the meeting.
(iii)  
If any Date of Crediting falls on a Saturday, Sunday or federal holiday, the Date of Crediting will be the first business day following such Saturday, Sunday or federal holiday.

1.7.            Deferred Payment Account(s) .  An account established in the name of the Plan Participant on the books of each Fund serviced by the Plan Participant.  Such account shall reflect the number of Phantom Shares credited to the Plan Participant under the Plan.  A Deferred Payment Account will be divided into two separate Deferred Payment Accounts.  One account will contain deferrals made prior to January 1, 2005, including any earnings thereon (“ pre-2005 deferrals”) .  The other account will contain deferrals made on or after January 1, 2005, including any earnings thereon (“ post-2004 deferrals ”).

1.8.             Disabled or Disability .  A Plan Participant is disabled when he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months .
1.9.            Exhibit A (“List of Participating Funds”) .  List of mutual funds managed by CRMC that have adopted the Plan.

1.10.            Exhibit B (“Deferral Election Form”) .  A form indicating the compensation to be deferred under the Plan and the timing and manner of distribution.  This form must be filed with the Administrator prior to the first day of the calendar year to which it first applies.  Notwithstanding the foregoing, any person who is first elected or appointed an Independent Board Member of the Fund may file this form before or within 30 days after first becoming an Independent Board Member.

1.11.            Exhibit C (“Beneficiary Designation Form”) .  A form indicating the beneficiary designations of a Plan Participant.

1.12.            Exhibit D (“Rate of Return Election Form”) .  A form indicating the percentages of deferrals allocated to each Fund.

1.13.            Fixed Dollar Installment Method .  One of the two alternative methods to a lump-sum available for payments under the Plan other than for reasons of death, Disability or Unforeseeable Emergency.  The amount of each installment shall equal the fixed dollar amount previously selected by the Plan Participant on Exhibit B.  A Plan Participant’s Deferred Payment Account subject to the Fixed Dollar Installment method shall be adjusted by the amount of each such installment payment by reducing the number of Phantom Shares of each Fund credited to the Deferred Payment Account using the net asset values per Class A share as of the last day of the calendar quarter immediately preceding the date of payment.  These reductions shall occur proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the same before and after each installment payment.

1.14.            Fund(s) .  A mutual fund advised by CRMC, collectively the “Funds.”

1.15.            Independent Board Member(s) .  Directors or trustees, and as applicable, advisory board members and director or trustee emeriti who are not considered “interested persons” of any mutual fund managed by CRMC under the Investment Company Act of 1940 and listed in Exhibit A.

1.16            Money Market Fund .  A mutual fund managed by CRMC that invests solely in money market instruments and seeks to maintain a constant net asset value.


1.17.            Permissible Payment Event .  A Permissible Payment Event is any one of the following:
(i)  
The date specified in Exhibit B by the Plan Participant that is objectively determinable at the time compensation is deferred under the Plan and is at least twenty-four months past the date of the first deferral election made by the Plan Participant; or
(ii)  
The date on which the Plan Participant is no longer an Independent Board Member of any Fund; or
(iii)  
The date the Plan Participant dies; or
(iv)  
The date the Administrator receives notification that the Plan Participant is Disabled; or
(v)  
The date the Committee determines that the Plan Participant has an Unforeseeable Emergency; or
(vi)  
For pre-2005 deferrals only, a distribution event permissible under the terms of the Plan in effect on January 1, 2004.

1.18.            Phantom Shares .  Fictional shares of the Fund(s) that a Plan Participant has selected in Exhibit D that have been credited to his or her Deferred Payment Account(s).  Phantom Shares shall have the same economic characteristics as actual Class A shares in terms of mirroring changes in net asset value and reflecting corporate actions (including, without limitation, receipt of dividends and capital gains distributions).  However, because Phantom Shares are fictional, they shall not entitle any Plan Participant to vote on matters of any sort, including those affecting the Funds.

1.19.            Plan or Deferred Compensation Plan .  The deferred compensation plan adopted by the Funds listed in Exhibit A.

1.20.            Plan Participant(s) .  An Independent Board Member who has elected to defer compensation under the Plan, or is receiving payments under the Plan in respect of prior service as an Independent Board Member.

1.21.            Unforeseeable Emergency .  The following events may constitute an Unforeseeable Emergency under the Plan:  (i) severe financial hardship of the Plan Participant or his or her Beneficiary(ies) resulting from illness or accident of the Plan Participant or Beneficiary(ies) and such spouses or dependents of the Plan Participant or Beneficiary(ies); (ii) loss of the Plan Participant’s or Beneficiary(ies)’ property due to casualty or (iii) similar extraordinary unforeseeable circumstances beyond the control of the Plan Participant or the Beneficiary(ies).  The Committee, in its sole discretion, will determine if the Plan Participant has an Unforeseeable Emergency, after taking into account the extent to which such Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Plan Participant's assets (to the extent the liquidation of such assets would not itself cause an Unforeseeable Emergency).


1.22.            Variable Dollar Installment Method .  One of the two alternative methods to a lump-sum available for payments under the Plan other than for reasons of death, Disability or Unforeseeable Emergency.  The amount of each installment shall be determined for a Deferred Payment Account by multiplying the number of Phantom Shares of a Fund(s) allocated to the Deferred Payment Account by a fraction, the numerator of which shall be one and the denominator of which shall be the then remaining number of unpaid installments (including the installment then to be paid), and multiplying the resulting number of Phantom Shares by the net asset value per Class A share of such Fund(s) as of the last day of the calendar quarter immediately preceding the date of payment.  A Plan Participant’s Deferred Payment Account subject to the Variable Dollar Installment method shall be adjusted by the amount of each such installment payment by reducing the number of Phantom Shares of each Fund credited to the Deferred Payment Account.  These reductions shall occur proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the same before and after each installment payment.  For this purpose, net asset values per Class A share as of the last day of the calendar quarter immediately preceding the date of payment shall be used in calculating pre- and post-payment values.
 
2.      INTRODUCTION

 
With effect on January 1, 2005, each mutual fund managed by CRMC and listed in Exhibit A has adopted, by the affirmative vote of at least a majority of its Board (including a majority of its Board members who are not interested persons of the mutual fund), this Plan for Independent Board Members.

3.     PLAN OVERSIGHT; INTERPRETATION AND AMENDMENT

 
3.1.            Plan Oversight and Operation .  The Committee shall enforce the Plan in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes.  The Committee may utilize the services of the Administrator to conduct routine Plan administration.

3.2.            Plan Interpretation and Administration .  The Committee shall have full discretion to construe and interpret the terms and provisions of the Plan, which interpretation or construction shall be final and binding on all parties, including, but not limited to, the Funds and any Plan Participant or Beneficiary.  The Committee shall administer such terms and provisions in a uniform and non-discriminatory manner and in full accordance with any and all laws and regulations applicable to the Plan.

3.3.            Plan Amendment .  The Committee may approve any amendment to the Plan; provided, however, (i) that no such amendment shall adversely affect the right of Plan Participants to receive amounts previously credited to their Deferred Payment Accounts; and (ii) each Independent Board Member shall receive notification of any such proposed amendment to the Plan at least ten (10) days prior to the Committee’s consideration of such amendment.  Upon receipt of such notification, an Independent Board Member may communicate to the Committee for its consideration any concern or objection to the proposed amendment.

3.4.            Plan Termination .  The Committee may recommend to the Boards the termination of the Plan; provided, however, that no such termination shall adversely affect the right of Plan Participants to receive amounts previously credited to their Deferred Payment Accounts.

4.     ELECTION TO DEFER PAYMENTS
 
4.1.            Election to Defer .  Pursuant to the Plan, Independent Board Members may elect to have all or any portion of payment of their retainer and/or meeting fees, including board and committee meeting fees, deferred as provided herein.  An Independent Board Member who elects to participate in the Plan shall file copies of Exhibits B, C and D with the Administrator.  An Independent Board Member will not be treated as a Plan Participant and no amount will be deferred under the Plan until Exhibits B, C and D are received by the Administrator and determined by the Administrator to be complete and in good order.

4.2.            Current Independent Board Members .  A deferral election made by a Plan Participant who timely files Exhibits B, C and D with the Administrator shall become effective and apply with respect to retainers and meeting fees earned during the calendar year following the filing of the deferral election, and each subsequent calendar year, unless modified or revoked in accordance with the terms of this Plan.  During the period from such filing and prior to the effectiveness of such election, the most recently filed and effective Exhibit B shall apply to all amounts payable to the Plan Participant under the Plan.

4.2.a.            Newly Elected or Appointed Independent Board Members .  Any person who is first elected or appointed an Independent Board Member of the Fund during a calendar year and who timely files Exhibits B, C and D with the Administrator may elect to defer any unpaid portion of (i) the retainer applicable to such calendar year and (ii) the fees for future meetings during such calendar year.  Unless revoked or modified in accordance with the terms of this Plan, a deferral election made pursuant to this paragraph will apply for each subsequent calendar year after the year of the deferral election.

4.3.            Modification or Revocation of an Election to Defer .  A Plan Participant may modify or revoke an election to defer, as to future compensation, effective on the first day of the next calendar year, which modification or revocation shall remain in effect for each subsequent calendar year (until modified or revoked in accordance with the Plan), by filing a new Exhibit B with the Administrator prior to the beginning of such next calendar year.

 
5.     BENEFICIARY DESIGNATION

Each Plan Participant shall designate in Exhibit C the Primary and, if applicable, Contingent Beneficiary(ies) he or she desires to receive amounts payable under the Plan in the event of the Plan Participant’s death.  A Plan Participant may from time to time change his or her designated Primary or Contingent Beneficiary(ies) without the consent of such Beneficiary(ies) by filing a new Exhibit C with the Administrator.

At the time of death of a Plan Participant, if there is no living designated Primary Beneficiary(ies), the designated Contingent Beneficiary(ies), if any, shall be the Beneficiary.  If there are no living Primary or Contingent Beneficiary(ies), the Plan Participant’s surviving spouse shall be the Beneficiary.  If there is no surviving spouse, the Plan Participant’s estate shall be the Beneficiary.
 
 
6.     DEFERRED PAYMENT ACCOUNT
6.1.            Crediting Amounts .  A Plan Participant may select one or more Funds in which his or her deferred compensation is invested for purposes of crediting earnings, by filing Exhibit D with the Administrator.  Any compensation deferred by a Plan Participant shall be credited to his or her Deferred Payment Account on the books of each Fund served by the Plan Participant in the form of Phantom Shares of the Fund(s) that the Plan Participant has selected.

The number of Phantom Shares credited to a Plan Participant’s Deferred Payment Account shall be the number of whole and fractional Phantom Shares determined by dividing the amount of the deferred compensation invested in the particular Fund(s) by the net asset value per Class A share of such Fund(s) as of the Date of Crediting.

6.2.            Change of Investment Designation .  A Plan Participant may change the designation of the Fund(s) in which his or her future deferred compensation is invested by filing a revised Exhibit D with, or by telephoning, the Administrator.  The Administrator will confirm promptly in writing to the Plan Participant any change of investment designation accomplished by telephone.  Any change of investment designation shall be effective only with respect to retainers and meeting fees earned after receipt of such request by the Administrator.  If a request is received after 1:00pm PT, the change in investment designation will be effective the next business day.

6.3.            Exchange Requests .  By contacting the Administrator, a Plan Participant may request to exchange Phantom Shares of one or more Funds previously credited to a Deferred Payment Account for Phantom Shares of another Fund(s) based on their relative net asset values per Class A share next determined.  The Administrator will confirm promptly in writing to the Plan Participant any exchange request made by telephone.  An exchange request will be effective after receipt of such request by the Administrator.  If a request is received after the close of the New York Stock Exchange, the exchange will be effective on the next business day.  An exchange request may relate to one or more Deferred Payment Accounts; however, no more than 12 exchange requests will be processed each calendar year for all amounts credited under this Plan to any one Plan Participant.  For purposes of this limitation, all exchange requests received by the Administrator in one day shall be treated as one exchange request.

6.4.            Plan Participants Serving on Money Market Fund Boards .  Notwithstanding the other provisions of Section 6, a Plan Participant serving on the Board of a Money Market Fund may select only that Money Market Fund in which his or her compensation is invested for purposes of crediting earnings.  In addition, no exchanges will be permitted in a Deferred Payment Account on the books of a Money Market Fund.
 

7.     TIMING AND MANNER OF PAYMENTS
 
7.1.            Timing of Payments .  Amounts credited to a Deferred Payment Account under the Plan to a Plan Participant shall be paid to the Plan Participant in accordance with the terms of the Plan only upon the occurrence of a Permissible Payment Event.

7.2.            Manner of Payment – Lump Sum .  Upon the occurrence of a Permissible Payment Event, the amount of payment to a Participant shall be determined by multiplying the number of Phantom Shares of a Fund(s) that have been allocated to the Plan Participant’s Deferred Payment Account subject to the Permissible Payment Event, by the net asset value per Class A share of such Fund(s) as of the date of the Permissible Payment Event.

The payment shall be made to the Plan Participant as soon as administratively practicable, but in no event later than thirty (30) days from the date of the Permissible Payment Event.

7.3.            Alternative Payment Methods .  A Plan Participant entitled to payment for reasons other than death, Disability or Unforeseeable Emergency, may elect, instead of a lump-sum payment, to receive annual or quarterly installment payments as specified by the Plan Participant in Exhibit B.

The Plan Participant may elect either the Variable Dollar Installment Method or the Fixed Dollar Installment Method for a period not to exceed thirty (30) years.  Once installment payments begin under either method, they cannot be stopped, except in case of death, Disability or Unforeseeable Emergency.  Under either method, the first payment to a Plan Participant shall be calculated as of last day of the calendar quarter that contains the Permissible Payment Event.  This first payment shall be made to the Plan Participant as soon as administratively practicable thereafter, but in no event later than thirty (30) days after the end of the calendar quarter that contains the Permissible Payment Event.  Subsequent payments shall be made within thirty (30) days of the close of future calendar quarters or years, consistent with the Plan Participant’s election of either quarterly or annual installments.  As of December 31, 2006, Plan Participants receiving payments under either one of the alternative payment methods will continue to receive payments under the payment schedule existing on that date.

In no event shall a payment under the Fixed Dollar Installment Method relating to a Deferred Payment Account exceed the value of the Deferred Payment Account as of the last day of the calendar quarter immediately preceding the date of payment.  If any balance credited to a Plan Participant’s Deferred Payment Account remains positive on the date 30 years from the date of the initial payment to the Plan Participant, then such remaining balance shall be paid to the Plan Participant as soon as practicable thereafter in a single lump sum payment.

The right to a series of installment payments with respect to post-2004 deferrals under the Plan shall be treated as a right to a series of separate payments.

7.4.            Death of Plan Participant .  If the Plan Participant dies at any time before all amounts in his or her Deferred Payment Accounts have been paid, such remaining amounts shall be paid in a lump-sum to the Plan Participant’s Beneficiary(ies).

7.5.            Disability of Plan Participant .  In the event the Plan Participant shall become Disabled before all amounts credited to the Plan Participant’s Deferred Payment Accounts have been paid to him or her, such remaining amounts shall be paid in a lump sum to the Plan Participant.

7.6.            Unforeseeable Emergency .  If the Committee determines that the Plan Participant has an Unforeseeable Emergency, the Committee may make a lump sum payment to the Plan Participant from his or her Deferred Payment Account(s) in an amount not to exceed the amount necessary to satisfy the emergency need plus any taxes that may be owed on the payment.  In the event the payment is less than the value of all of the Plan Participant’s Deferred Payment Accounts, the Deferred Payment Accounts shall be reduced proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the same before and after payment.
 
 
7.7.            Modification or Revocation for Post-2004 Deferrals .  A Plan Participant’s designation as to timing and manner of payments of post-2004 deferrals under the Plan may be modified or revoked by filing a written election with the Administrator.  Such designation will not be effective for at least 12 months.  To be valid the new designation must (i) be made at least 12 months before the first scheduled payment under the current designation and (ii) delay the first payment by at least 5 years from the date the first payment would otherwise have been made under the current designation.  No other modification of the designation as to the timing or manner of payment will be valid.

7.7.a.            Special Transition Rule .  Under U.S. Treasury transition relief that extends through December 31, 2008 (or such later date as may be included in further Treasury guidance) a Plan Participant may change the timing or manner of payment of post-2004 deferrals without regard to the limitations described in paragraph 7.7.  A Plan Participant may not, however, change the timing of payment with respect to deferrals that would have been paid in the year that he or she uses the transition relief.  Furthermore, a Plan Participant may not accelerate post-2004 deferrals into the year that he or she takes advantage of the transition relief.

7.8.            Modification or Revocation for Pre-2005 Deferrals .  A Plan Participant’s designation as to timing and manner of payments of pre-2005 deferrals under the Plan may be modified or revoked by filing a written election with the Administrator.  However, any subsequent designation that would result in a change in the timing of a payment under the Plan or a change in the manner of payments under the Plan shall not be effective unless such subsequent designation is made not less than 12 months prior to the date of the first scheduled payment under the Plan.  With respect to such pre-2005 deferrals, the Committee may, in its sole discretion, accelerate the payment of any pre-2005 deferral.
 

8.     MISCELLANEOUS
 
8.1.            Purchase of Underlying Shares .  To the extent a Plan Participant’s Deferred Payment Account has been credited with Phantom Shares of a Fund other than the Fund responsible for payment of the compensation being deferred, a Fund may, but shall not be obligated to, purchase and maintain Class A shares of such other Fund in amounts equal in value to such Phantom Shares.

8.2.            Unsecured Promise to Pay .  Amounts credited to a Plan Participant’s Deferred Payment Account under this Plan shall not be evidenced by any note or other security, funded or secured in any way.  No assets of a Fund (including, without limitation, shares of other Funds) shall be segregated for the account of any Plan Participant (or Beneficiary), and Plan Participants (and Beneficiaries) shall be general unsecured creditors for payments due under the Plan.

8.3.            Withholding Taxes.   The Administrator shall deduct, any federal, state or local taxes and other charges required by law to be withheld.

8.4.            Statements .  The Administrator, on behalf of each Fund, shall furnish to each Plan Participant a statement showing the balance credited to his or her Deferred Payment Account at least annually.

8.5.            Assignment .  No amount in a Plan Participant’s Deferred Payment Account may be assigned or transferred by the Plan Participant except by will or the law of descent and distribution.

8.6.   Governing Law; Severability .  The Plan shall be construed, governed and administered in accordance with the laws and regulations of the United States Treasury Department and the State of California.  The Plan is subject to applicable law and regulation and, in the event of changes in such law or regulation, shall be construed and applied in a manner in which the intent of its terms and provisions are best preserved.  In the event that one or more provisions of the Plan are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired.
 

AMCAP Fund, Inc.:
Claudia P. Huntington, President & Principal Executive Officer
Vincent P. Corti, Secretary
 
American Balanced Fund, Inc.:
Robert G. O’Donnell, Vice Chairman & Principal Executive Officer
Patrick F. Quan, Secretary
 
The American Funds Income Series:
John H. Smet, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
American Funds Insurance Series:
James K. Dunton, Vice Chairman & Principal Executive Officer
Chad L. Norton, Secretary
 
American Funds Short-Term Tax-Exempt Bond Fund
Neil L. Langberg, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
American Funds Target Date Retirement Series, Inc.:
James B. Lovelace, Vice Chairman & Principal Executive Officer
Steven I. Koszalka, Secretary
 
The American Funds Tax-Exempt Series II:
Abner D. Goldstine, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
Capital World Growth and Income Fund, Inc.:
Stephen E. Bepler, President & Principal Executive Officer
Vincent P. Corti, Secretary
 
EuroPacific Growth Fund:
Mark E. Denning, President & Principal Executive Officer
Vincent P. Corti, Secretary
 
Fundamental Investors, Inc.:
James F. Rothenberg, Vice Chairman & Principal Executive Officer
Patrick F. Quan, Secretary
 
The Growth Fund of America, Inc.:
James F. Rothenberg, Vice Chairman & Principal Executive Officer
Patrick F. Quan, Secretary
 
The Income Fund of America, Inc.:
Hilda L. Appplbaum, Chairman & Principal Executive Officer
Patrick F. Quan, Secretary
 
Intermediate Bond Fund of America:
John H. Smet, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
SMALLCAP World Fund, Inc.:
Gordon Crawford, Vice Chairman & Principal Executive Officer
Chad L. Norton, Secretary
 
The Tax-Exempt Bond Fund of America, Inc.:
Neil L. Langberg, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
American High-Income Municipal Bond Fund, Inc.:
Mark R. Macdonald, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
American High-Income Trust:
David C. Barclay, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
American Mutual Fund, Inc.:
James K. Dunton, Vice Chairman & Principal Executive Officer
Vince P. Corti, Secretary
 
The Bond Fund of America, Inc.:
Abner D. Goldstine, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
Capital Income Builder, Inc.:
James B. Lovelace, Vice Chairman & Principal Executive Officer
Vincent P. Corti, Secretary
 
Capital World Bond Fund, Inc.:
Mark H. Dalzell, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
International Growth and Income Fund, Inc.:
Paul F. Roye, Executive Vice President & Principal Executive Officer
Patrick F. Quan, Secretary
 
The Investment Company of America:
R. Michael Shanahan, Chairman & Chief Executive Officer
Vincent P. Corti, Secretary
 
Limited Term Tax-Exempt Bond Fund of America:
Brenda S. Ellerin, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
The New Economy Fund:
Timothy D. Armour, President & Principal Executive Officer
Chad L. Norton, Secretary
 
New Perspective Fund, Inc.:
Robert W. Lovelace, President & Principal Executive Officer
Vincent P. Corti, Secretary
 
New World Fund, Inc.:
Robert W. Lovelace, President & Principal Executive Officer
Vincent P. Corti, Secretary
 
Short-Term Bond Fund of America, Inc.
David A. Hoag, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 




 
[Logo American Funds®]
 
EXHIBIT A
a

LIST OF PARTICIPATING FUNDS
ABBREVIATION
   
AMCAP Fund, Inc.
AMCAP
American Balanced Fund, Inc.
AMBAL
American Funds Insurance Series
AFIS
American Funds Money Market Fund
MMF
American Funds Short-Term Tax-Exempt Bond Fund
STEX
American Funds Target Date Retirement Series
AFTD
American High-Income Municipal Bond Fund, Inc.
AHIM
American High-Income Trust
AHIT
American Mutual Fund, Inc.
AMF
The Bond Fund of America, Inc.
BFA
Capital Income Builder, Inc.
CIB
Capital World Bond Fund, Inc.
WBF
Capital World Growth and Income Fund, Inc.
WGI
EuroPacific Growth Fund
EUPAC
Fundamental Investors, Inc.
FI
The Growth Fund of America, Inc.
GFA
The Income Fund of America, Inc.
IFA
Intermediate Bond Fund of America
IBFA
International Growth and Income Fund, Inc.
IGI
The Investment Company of America
ICA
Limited Term Tax-Exempt Bond Fund of America
LTEX
The New Economy Fund
NEF
New Perspective Fund, Inc.
NPF
New World Fund, Inc.
NWF
SMALLCAP World Fund, Inc.
SCWF
Short-Term Bond Fund of America, Inc.
STBF
The Tax-Exempt Bond Fund of America, Inc.
TEBF
The Tax-Exempt Fund of California
TEFCA
U.S. Government Securities Fund
GVT
 

 


[Logo American Funds®]
 
EXHIBIT B
 
b

Deferral Election Form

I am a participant in the Deferred Compensation Plan for Independent Board Members of the mutual funds managed by CRMC and I wish my compensation from Board service to [all funds][the following funds ______________________________________] deferred as follows:

I elect to defer the following portion of my compensation from the funds managed by CRMC and designated above: 1
·   Annual retainer as an Independent Board Member:                                   %
·   Board and Committee meeting fees as an Independent Board Member: %
 
I understand that, to be effective, this election must be filed with the Administrator of the Plan prior to the first day of the first calendar year to which it applies, except as provided in Section 4.2.a. of the Plan.  Once effective, this election will continue until revoked or modified in accordance with the terms of the Plan.
I hereby specify that I shall be entitled to payment of my deferred compensation upon the occurrence of either Permissible Payment Event indicated in the corresponding box (check one), or any other Permissible Payment Event:
q   The date on which I am no longer an Independent Board Member of any fund managed by CRMC; or
q   The following date which is objectively determinable at the time my compensation is deferred and is at least twenty four months past the date of the first deferral
election made by me (cannot be an “event”):
I hereby specify that payments from my Deferred Payment Account(s) for the fund(s) listed above be made beginning within thirty (30) days of the close of the calendar quarter containing the Permissible Payment Event (outlined above):
q   In a single lump sum payment ;
OR
q   In annual                             q           In quarterly variable dollar installment payments over a period of
q   5 years                       q         10 years                     q        15 years                   q          years (not to exceed 30);
OR
q        In annual                             q                     In quarterly fixed dollar payments of $   each; however, in no event shall any installment payment exceed the balance credited to my Deferred Payment Account on the date immediately preceding the date of payment.



Name (please print)                                                                                                       Date

____________________
Signature                                                                                                                     SSN or ITIN


 
1   If clarification regarding deferrals for different Funds is necessary, please attach explanatory sheet.
 
 

 
[Logo American Funds®]
 
EXHIBIT C
c

Beneficiary Designation Form

I hereby designate the following beneficiary(ies) to receive any death benefit payable on account of my participation in the Deferred Compensation Plan for Independent Board Members of
the mutual funds managed by CRMC.

Primary Beneficiary(ies):
1.   Name:                                                                    % Share:                                
Address:
Relationship:                                                                                                              
Date of Birth:                                               Social Security #:                                                      
Trust Name and Date (if beneficiary is a trust):
Trustee of Trust:
 
2.   Name:                                                                    % Share:                                
Address:
Relationship:                                                                                                              
Date of Birth:                                               Social Security #:                                                      
Trust Name and Date (if beneficiary is a trust):
Trustee of Trust:
Contingent Beneficiary(ies):
1.   Name:                                                                    % Share:                                
Address:
Relationship:                                                                                                              
Date of Birth:                                               Social Security #:                                                      
Trust Name and Date (if beneficiary is a trust):
Trustee of Trust:
 
2.   Name:                                                                    % Share:                                
Address:
Relationship:                                                                                                              
Date of Birth:                                               Social Security #:                                                      
Trust Name and Date (if beneficiary is a trust):
Trustee of Trust:

I understand that payment will be made to my Contingent Beneficiary(ies) only if there is no surviving Primary Beneficiary(ies).


Participant’s Name (please print)                                                                                                                                Date


Participant’s Signature
 

 
[Logo American Funds®]
 
EXHIBIT D
 
d

Rate of Return Election Form

I am a participant in the Deferred Compensation Plan for Independent Board Members of
the mutual funds managed by CRMC and I wish my compensation from Board service to [all funds] [the following funds ________________________________________________________________]
invested as follows:

With respect to future earnings, I hereby elect to have amounts credited to my Deferred Payment Account(s) for the fund(s) listed above invested in Class A shares of the specified funds:
 
*I understand that if I serve on the Board of a Money Market Fund, I may only have amounts credited to my Deferred Payment Account for that Money Market Fund with respect to future earnings invested in Class A shares of that particular Money Market Fund.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
With respect to future earnings, I hereby elect to have amounts credited to my Deferred Payment Account(s) for the fund(s) listed above invested in Class A shares of the specified funds:
 
*I understand that if I serve on the Board of a Money Market Fund, I may only have amounts credited to my Deferred Payment Account for that Money Market Fund with respect to future earnings invested in Class A shares of that particular Money Market Fund.
FUNDS
AMCAP Fund, Inc.
American Balanced Fund, Inc.
American Funds Money Market Fund*
American High-Income Municipal Bond Fund, Inc.
American High-Income Trust
American Mutual Fund, Inc.
American Funds Short-Term Tax-Exempt Bond Fund*
The Bond Fund of America, Inc.
Capital Income Builder, Inc.
Capital World Bond Fund, Inc.
Capital World Growth and Income Fund, Inc.
EuroPacific Growth Fund
Fundamental Investors, Inc.
The Growth Fund of America, Inc.
The Income Fund of America, Inc.
Intermediate Bond Fund of America
International Growth and Income Fund, Inc.
The Investment Company of America
Limited Term Tax-Exempt Bond Fund of America
The New Economy Fund
New Perspective Fund, Inc.
New World Fund, Inc.
SMALLCAP World Fund, Inc.
Short-Term Bond Fund of America, Inc.
The Tax-Exempt Bond Fund of America, Inc.
The Tax-Exempt Fund of California
The Tax-Exempt Fund of Maryland
The Tax-Exempt Fund of Virginia
U.S. Government Securities Fund
Washington Mutual Investors Fund, Inc.
American Funds 2050 Target Date Retirement Fund
American Funds 2045 Target Date Retirement Fund
American Funds 2040 Target Date Retirement Fund
American Funds 2035 Target Date Retirement Fund
American Funds 2030 Target Date Retirement Fund
American Funds 2025 Target Date Retirement Fund
American Funds 2020 Target Date Retirement Fund
American Funds 2015 Target Date Retirement Fund
American Funds 2010 Target Date Retirement Fund
% ALLOCATION
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
 
     

I have read and understand this Rate of Return Election Form.  I understand that earnings credited to my Deferred Payment Account(s) under the Plan in accordance with this Form shall be credited in the form of Phantom Shares rather than actual shares.  I further state that I have reviewed the prospectus for each designated mutual fund.

   
Name (please print)
Date
   
   
Signature
 
[FUND]

SHAREHOLDER SERVICES AGREEMENT


1.           The parties to this Agreement, which is effective as of [DATE], 2009, are [FUND], a Delaware statutory trust (the “Fund”), and American Funds Service Company, a California corporation (“AFS”).  AFS is a wholly owned subsidiary of Capital Research and Management Company (“CRMC”). This Agreement will continue in effect until amended or terminated in accordance with its terms.

2.           The Fund hereby employs AFS, and AFS hereby accepts such employment by the Fund, as its transfer agent.  In such capacity AFS will provide the services of stock transfer agent, dividend disbursing agent, redemption agent, and such additional related services as the Fund may from time to time require, in respect of Class A and Class B shares of the Fund, all of which services are sometimes referred to herein as “shareholder services.”  In addition, AFS assumes responsibility for the Fund’s implementation and compliance with the procedures set forth in the Anti-Money Laundering (“AML”) Program of the Fund and does hereby agree to provide all records relating to the AML Program to any federal examiner of the Fund upon request.

3.           AFS has entered into substantially identical agreements with other investment companies for which CRMC serves as investment adviser.  (For the purposes of this Agreement, such investment companies, including the Fund, are called “participating investment companies.”)

4.           AFS has entered into an agreement with DST Systems, Inc. (hereinafter called “DST”), to provide AFS with electronic data processing services sufficient for the performance of the shareholder services referred to in paragraph 2.

5.           The Fund, together with the other participating companies, will maintain a Review and Advisory Committee, which Committee will review and may make recommendations to the boards of the participating investment companies regarding all fees and charges provided for in this Agreement, as well as review the level and quality of the shareholder services rendered to the participating investment companies and their shareholders.  Each participating investment company may select one director or trustee who is not affiliated with CRMC, or any of its affiliated companies, or with Washington Management Corporation or any of its affiliated companies, to serve on the Review and Advisory Committee.

6.           AFS will provide to the participating investment companies the shareholder services referred to herein in return for the following fees:

Annual account maintenance fee (paid monthly):

Fee per account (annual rate)                                                                                               Rate
Broker controlled account (networked and street)                                                                $0.84
Full service account                                                                                                        $16.00


No annual fee will be charged for a participant account underlying a 401(k) or other defined contribution plan where the plan maintains a single account on AFS’ books and responds to all participant inquiries.

AFS will bill the Fund monthly, on or shortly after the first of each calendar month, and the Fund will pay AFS within five business days of such billing.

Any revision of the schedule of charges set forth herein shall require the affirmative vote of a majority of the members of the board of trustees of the Fund.

7.           All fund-specific charges from third parties -- including DST charges, payments described in the next sentence, postage, NSCC transaction charges and similar out-of-pocket expenses -- will be passed through directly to the Fund or other participating investment companies, as applicable.  AFS, subject to approval of its board of directors, is authorized in its discretion to negotiate payments to third parties for account maintenance and/or transaction processing services provided such payments do not exceed the anticipated savings to the Fund, either in fees payable to AFS hereunder or in other direct Fund expenses, that AFS reasonably anticipates would be realized by the Fund from using the services of such third party rather than maintaining the accounts directly on AFS' books and/or processing non-automated transactions.

8.           It is understood that AFS may have income in excess of its expenses and may accumulate capital and surplus.  AFS is not, however, permitted to distribute any net income or accumulated surplus to its parent, CRMC, in the form of a dividend without the affirmative vote of a majority of the members of the boards of directors/trustees of the Fund and all participating investment companies.

9.           This Agreement may be amended at any time by mutual agreement of the parties, with agreement of the Fund to be evidenced by affirmative vote of a majority of the members of the board of trustees of the Fund.

10.           This Agreement may be terminated on 180 days' written notice by either party.  In the event of a termination of this Agreement, AFS and the Fund will each extend full cooperation in effecting a conversion to whatever successor shareholder service provider(s) the Fund may select, it being understood that all records relating to the Fund and its shareholders are property of the Fund.

11.           In the event of a termination of this Agreement by the Fund, the Fund will pay to AFS as a termination fee the Fund's proportionate share of any costs of conversion of the Fund's shareholder service from AFS to a successor.  In the event of termination of this Agreement and all corresponding agreements with all the participating investment companies, all assets of AFS will be sold or otherwise converted to cash, with a view to the liquidation of AFS when it ceases to provide shareholder services for the participating investment companies.  To the extent any such assets are sold by AFS to CRMC and/or any of its affiliates, such sales shall be at fair market value at the time of sale as agreed upon by AFS, the purchasing company or companies, and the Review and Advisory Committee.  After all assets of AFS have been converted to cash and all liabilities of AFS have been paid or discharged, an amount equal to any capital or paid-in surplus of AFS that shall have been contributed by CRMC or its affiliates shall be set aside in cash for distribution to CRMC upon liquidation of AFS.  Any other capital or surplus and any assets of AFS remaining after the foregoing provisions for liabilities and return of capital or paid-in surplus to CRMC shall be distributed to the participating investment companies in such proportions as may be determined by the Review and Advisory Committee.

12.           In the event of disagreement between the Fund and AFS, or between the Fund and other participating investment companies as to any matter arising under this Agreement, which the parties to the disagreement are unable to resolve, the question shall be referred to the Review and Advisory Committee for resolution.  If the Review and Advisory Committee is unable to resolve the question to the satisfaction of both parties, either party may elect to submit the question to arbitration; one arbitrator to be named by each party to the disagreement and a third arbitrator to be selected by the two arbitrators named by the original parties.  The decision of a majority of the arbitrators shall be final and binding on all parties to the arbitration.  The expenses of such arbitration shall be paid by the party electing to submit the question to arbitration.

13.           The obligations of the Fund under this Agreement are not binding upon any of the directors, trustees, officers, employees, agents or shareholders of the Fund individually, but bind only the Fund itself.  AFS agrees to look solely to the assets of the Fund for the satisfaction of any liability of the Fund in respect to this Agreement and will not seek recourse against such directors, trustees, officers, employees, agents or shareholders, or any of them or their personal assets for such satisfaction.


AMERICAN FUNDS SERVICE   COMPANY
FUND
   
   
   
By                                                      
By                                                      
John H. Phelan, Jr.,
 
President
President
 
and Principal Executive Officer
   
By                                                      
By                                                      
Angela M. Mitchell, Secretary
Secretary
   


 
INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “Agreement”) is made as of the date set forth on the signature page by and between [Name of fund], a Delaware statutory trust (the “Fund”), and the trustee of the Fund whose name is set forth on the signature page (the “Board Member”).

WHEREAS, the Board Member is a trustee of the Fund, and the Fund wishes the Board Member to continue to serve in that capacity; and

WHEREAS, the Agreement and Declaration of Trust of the Fund (the “Trust Instrument”) and By-Laws of the Fund and applicable federal and Delaware laws permit the Fund to contractually obligate itself to indemnify and hold the Board Member harmless to the fullest extent permitted by law;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements set forth herein, the parties hereby agree as set forth below.  Certain capitalized terms used herein are defined in Section 5.

1.   Indemnification .   The Fund shall indemnify and hold harmless the Board Member against any liabilities or Expenses (collectively, “Liability”) actually and reasonably incurred by the Board Member in any Proceeding arising out of or in connection with the Board Member’s service to the Fund, to the fullest extent permitted by the Trust Instrument and By-Laws of the Fund and the laws of the State of Delaware, the Securities Act of 1933, and the Investment Company Act of 1940, as now or hereafter in force, subject to the provisions of paragraphs (a), (b) and (c) of this Section 1.  The Fund’s Board of Trustees shall take such actions as may be necessary to carry out the intent of these indemnification provisions and shall not amend the Fund’s Trust Instrument or By-laws to limit or eliminate the right to indemnification provided herein with respect to acts or omissions occurring prior to such amendment or repeal.

(a) Special Condition .  With respect to Liability to the Fund or its shareholders, and subject to applicable state and federal law, the Board Member shall be indemnified pursuant to this Section 1 against any Liability unless such Liability arises by reason of the Board Member’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office as defined in such Section 17(h) of the Investment Company Act of 1940, as amended (“Disabling Conduct”).

(b) Special Process Condition .  With respect to Liability to the Fund or its shareholders, no indemnification shall be made unless a determination has been made by reasonable and fair means that the Board Member has not engaged in Disabling Conduct.   Such reasonable and fair means shall be established in conformity with then applicable federal and Delaware law and administrative interpretations.  In any determination with respect to Disabling Conduct, a trustee requesting indemnification who is not an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, shall be afforded a rebuttable presumption that such trustee did not engage in such conduct while acting in his or her capacity as a trustee.

(c) State Law Restrictions .  In accordance with the Delaware Statutory Trust Act, the Board Member shall not be indemnified and held harmless pursuant to this Section 1 if the substantive and procedural standards for indemnification under such law have not been met.

2.    Advancement of Expenses .   The Fund shall promptly advance funds to the Board Member to cover any and all Expenses the Board Member incurs with respect to any Proceeding arising out of or in connection with the Board Member’s service to the Fund, to the fullest extent permitted by the laws of the State of Delaware, the Securities Act of 1933, and the Investment Company Act of 1940, as such statutes are now or hereafter in force, subject to the provisions of paragraphs (a) and (b) of this Section 2.

(a) Affirmation of Conduct.   A request by the Board Member for advancement of funds pursuant to this Section 2 shall be accompanied by the Board Member’s written affirmation of his or her good faith belief that he or she met the standard of conduct necessary for indemnification, and such other statements, documents or undertakings as may be required under applicable federal and Delaware law.

(b) Special Conditions to Advancement .  With respect to Liability to the Fund or its shareholders, and subject to applicable state and federal law, the Board Member shall be entitled to advancements of Expenses pursuant to this Section 2 against any Liability to the Fund or its shareholders if (1) the Fund has obtained assurances to the extent required by applicable federal and Delaware law, such as by obtaining insurance or receiving collateral provided by the Board Member, to the reasonable satisfaction of the Board, that the advance will be repaid if the Board Member is found to have engaged in Disabling Conduct, or (2) the Board has a reasonable belief that the Board Member has not engaged in Disabling Conduct and ultimately will be entitled to indemnification.  In forming such a reasonable belief, the Board of Trustees shall act in conformity with then applicable federal and Delaware law and administrative interpretations, and shall afford a trustee requesting an advance who is not an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, a rebuttable presumption that such trustee did not engage in Disabling Conduct while acting in his or her capacity as a trustee.

3.   Procedure for Determination of Entitlement to Indemnification and Advancements .   A request by the Board Member for indemnification or advancement of Expenses shall be made in writing, and shall be accompanied by such relevant documentation and information as is reasonably available to the Board Member.  The Secretary of the Fund shall promptly advise the Board of such request.

(a) Methods of Determination.   Upon the Board Member’s request for indemnification or advancement of Expenses, a determination with respect to the Board Member’s entitlement thereto shall be made by the Board or Independent Counsel in accordance with applicable federal and Delaware law.  The Board Member shall have the right, in his or her sole discretion, to have Independent Counsel make such a determination.  The Board Member shall cooperate with the person or persons making such determination, including without limitation providing to such persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and is reasonably available to the Board Member and reasonably necessary to such determination.  Any Expenses incurred by the Board Member in so cooperating shall be borne by the Fund, irrespective of the determination as to the Board Member’s entitlement to indemnification or advancement of Expenses.

(b ) Independent Counsel.   If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees shall select the Independent Counsel, and the Secretary of the Fund shall give written notice to the Board Member advising the Board Member of the identity of the Independent Counsel selected.  The Board Member may, within five days after receipt of such written notice, deliver to the Secretary of the Fund a written objection to such selection.  Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 4, and shall set forth with particularity the factual basis of such assertion.  Upon such objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel.

If within fourteen days after submission by the Board Member of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been selected without objection, then either the Board or the Board Member may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel.

The Fund shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

(c) Failure to Make Timely Determination.   If the person or persons empowered or selected to determine whether the Board Member is entitled to indemnification or advancement of Expenses shall not have made such determination within thirty days after receipt by the Secretary of the Fund of the request therefor, the requisite determination of entitlement to indemnification or advancement of Expenses shall be deemed to have been made, and the Board Member shall be entitled to such indemnification or advancement, absent (i) an intentional misstatement by the Board Member of a material fact, or an intentional omission of a material fact necessary to make the Board Member’s statement not materially misleading, in connection with the request for indemnification or advancement of Expenses, or (ii) a prohibition of such indemnification or advancements under applicable federal and Delaware law; provided, however, that such period may be extended for a reasonable period of time, not to exceed an additional thirty days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto.

(d) Payment Upon Determination of Entitlement.   If a determination is made pursuant to Section 1 or Section 2 (or is deemed to be made pursuant to paragraph (c) of this Section 3) that the Board Member is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Board Member shall be made within ten days after such determination (and, in the case of advancements of further Expenses, within ten days after submission of supporting information).  If such payment is not made when due, the Board Member shall be entitled to an adjudication in a court of competent jurisdiction of the Board Member’s entitlement to such indemnification or advancements.  The Board Member shall commence such proceeding seeking an adjudication within one year following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d).  In any such proceeding, the Fund shall be bound by the determination that the Board Member is entitled to indemnification or advancements, absent (i) an intentional misstatement by the Board Member of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, or (ii) a prohibition of such indemnification or advancements under applicable federal and Delaware law.

(e) Appeal of Adverse Determination.   If a determination is made that the Board Member is not entitled to indemnification or advancements, the Board Member shall be entitled to an adjudication of such matter in any court of competent jurisdiction.  Alternatively, the Board Member, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association.  The Board Member shall commence such proceeding or arbitration within one year following the date on which the adverse determination is made.  Any such judicial proceeding or arbitration shall be conducted in all respect as a de novo trial or arbitration on the merits, and the Board Member shall not be prejudiced by reason of such adverse determination.

(f) Expenses of Appeal.   If the Board Member seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, the indemnification or Expense advancement provisions of this Agreement, the Board Member shall be entitled to recover from the Fund, and shall be indemnified by the Fund against, any and all Expenses actually and reasonably incurred by the Board Member in such judicial adjudication or arbitration, but only if the Board Member prevails therein.  If it shall be determined in such judicial adjudication or arbitration that the Board Member is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by the Board Member in connection with such judicial adjudication or arbitration shall be prorated as the court or arbitrator determines to be appropriate.

(g) Validity of Agreement .  In any judicial proceeding or arbitration commenced pursuant to this Section 3, the Fund shall be precluded from asserting that the procedures and presumptions set forth in this Agreement are not valid, binding and enforceable against the Fund, and shall stipulate in any such court or before any such arbitrator that the Fund is bound by all the provisions of this Agreement.

4.   General Provisions.

(a) Non-Exclusive Rights .  The provisions for indemnification of, and advancement of Expenses to, the Board Member set forth in this Agreement shall not be deemed exclusive of any other rights to which the Board Member may otherwise be entitled.  Notwithstanding the previous sentence, the indemnification provided for in this Agreement is in lieu of, and not in addition to, the indemnification set forth in the Trust Instrument.  The Fund shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Board Member has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(b) Continuation of Provisions .  This Agreement shall be binding upon all successors of the Fund, including without limitation any transferee of all or substantially all assets of the Fund and any successor by merger, consolidation, or operation of law, and shall inure to the benefit of the Board Member’s spouse, heirs, assigns, devisees, executors, administrators and legal representatives.  The provisions of this Agreement shall continue until the later of  (1) ten years after the Board Member has ceased to provide any service to the Fund, and (2) the final termination of all Proceedings in respect of which the Board Member has asserted, is entitled to assert, or has been granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by the Board Member pursuant to Section 3 relating thereto.    Unless required by applicable federal or Delaware law, no amendment of the Trust Instrument or By-Laws of the Fund shall limit or eliminate the right of the Board Member to indemnification and advancement of Expenses set forth in this Agreement with respect to acts or omissions occurring prior to such amendment or repeal.  In the event the Fund or any successor shall discontinue its operations within the term of this Agreement, adequate provision shall be made to honor the Fund’s obligations under this Agreement.

(c) Selection of Counsel .  Counsel selected by the Board shall be entitled to assume the defense of any Proceeding for which the Board Member seeks indemnification or advancement of Expenses under this Agreement.  However, counsel selected by the Board Member shall conduct the defense of the Board Member to the extent reasonably determined by such counsel to be necessary to protect the interests of the Board Member, and the Fund shall indemnify the Board Member therefor to the extent otherwise permitted under this Agreement, if (1) the Board Member reasonably determines that there may be a conflict in the Proceeding between the positions of the Board Member and the positions of the Fund or the other parties to the Proceeding that are indemnified by the Fund and not represented by separate counsel, or the Board Member otherwise reasonably concludes that representation of both the Board Member, the Fund and such other parties by the same counsel would not be appropriate, or (2) the Proceeding involves the Board Member but neither the Fund nor any such other party and the Board Member reasonably withholds consent to being represented by counsel selected by the Fund.  If the Board has not selected counsel to assume the defense of any such Proceeding for the Board Member within thirty days after receiving written notice thereof from the Board Member, the Fund shall be deemed to have waived any right it might otherwise have to assume such defense.

(d)   D&O Insurance .  For a period of at least six years after the Board Member has ceased to provide services to the Fund, the Fund shall purchase and maintain in effect, through “tail” or other appropriate coverage, one or more policies of insurance on behalf of the Board Member to the maximum extent of the coverage provided to the active members of the Board of Trustees of the Fund.

(e) Subrogation .  In the event of any payment by the Fund pursuant to this Agreement, the Fund shall be subrogated to the extent of such payment to all of the rights of recovery of the Board Member, who shall, upon reasonable written request by the Fund and at the Fund’s expense, execute all such documents and take all such reasonable actions as are necessary to enable the Fund to enforce such rights.  Nothing in this Agreement shall be deemed to diminish or otherwise restrict the right of the Fund or the Board Member to proceed or collect against any insurers and to give such insurers any rights against the Fund under or with respect to this Agreement, including without limitation any right to be subrogated to the Board Member’s rights hereunder, unless otherwise expressly agreed to by the Fund in writing, and the obligation of such insurers to the Fund and the Board Member shall not be deemed to be reduced or impaired in any respect by virtue of the provisions of this Agreement.

(f) Notice of Proceedings.   The Board Member shall promptly notify the Secretary of the Fund in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding which may be subject to indemnification or advancement of expense pursuant to this Agreement, but no delay in providing such notice shall in any way limit or affect the Board Member’s rights or the Fund’s obligations under this Agreement.

(g)   Notices.   All notices, requests, demands and other communications to a party pursuant to this Agreement shall be in writing, addressed to such party at the address specified on the signature page of this Agreement (or such other address as may have been furnished by such party by notice in accordance with this paragraph), and shall be deemed to have been duly given when delivered personally (with a written receipt by the addressee) or two days after being sent (1) by certified or registered mail, postage prepaid, return receipt requested, (2) by nationally recognized overnight courier service or (3) by tested electronic means.

(h)   Severability.   If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, in whole or in part, for any reason whatsoever, (1) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any provision that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (2) to the fullest extent possible, the remaining provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

(i)   Modification and Waiver.   This Agreement supersedes any existing or prior agreement between the Fund and the Board Member pertaining to the subject matter of indemnification, advancement of Expenses and insurance.  No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties or their respective successors or legal representatives.  Any waiver by either party of any breach by the other party of any provision contained in this Agreement to be performed by the other party must be in writing and signed by the waiving party or such party’s successor or legal representative, and no such waiver shall be deemed a waiver of similar or other provisions at the same or any prior or subsequent time.

(j)   Headings.   The headings of the Sections of this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

(k)   Counterparts.   This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which when taken together shall constitute one document.

(l)   Applicable Law.   This Agreement shall be governed by and construed and enforce in accordance with the laws of the State of Delaware without reference to principles of conflict of laws.

5.   Definitions .  For purposes of this Agreement, the following terms shall have the following meanings:

(a)  “Board” means the board of trustees of the Fund, excluding those members of the board of trustees who are not eligible under applicable federal or Delaware law to participate in making a particular determination pursuant to Section 3 of this Agreement; provided, however, that if no two members of the Board of Trustees are eligible to participate, Board shall mean Independent Counsel.

(b)  “Disabling Conduct” shall be as defined in Section 1.

(c)  “Expenses” shall include without limitation all judgments, penalties, fines, amounts paid or to be paid in settlement, ERISA excise taxes, liabilities, losses, interest, expenses of investigation, attorneys’ fees,  retainers, court costs, transcript costs, fees of experts and witnesses, expenses of preparing for and attending depositions and other proceedings, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other costs, disbursements or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend,  investigating, or acting as a witness in a Proceeding.

(d)  “Final termination of a Proceeding” shall mean a final adjudication by court order or judgment of the court or other body before which a matter is pending, from which no further right of appeal or review exists.

(e)  “Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of investment company law and neither at the time of designation is, nor in the five years immediately preceding such designation was, retained to represent (A) the Fund or the Board Member in any matter material to either, or (B) any other party to the Proceeding giving rise to a claim for indemnification or advancements hereunder.  Notwithstanding the foregoing, however, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Fund or the Board Member in an action to determine the Board Member’s rights pursuant to this Agreement, regardless of when the Board Member’s act or failure to act occurred.

(f)  “Independent Board Member” shall mean a trustee of the Fund who is neither an “interested person” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor a party to the Proceeding with respect to which indemnification or advances are sought.

(g)  “Liability shall be as defined in Section 1.

(h)  “Proceeding” shall include without limitation any threatened, pending or completed claim, demand, threat, discovery request, request for testimony or information, action, suit, arbitration, alternative dispute mechanism, investigation, hearing, or other proceeding, including any appeal from any of the foregoing, whether civil, criminal, administrative or investigative, and shall also include any proceeding brought by the Board Member against the Fund.

(i)  The Board Member’s “service to the Fund” shall include without limitation the Board Member’s service as a trustee, officer, employee, agent or representative of the Fund, and his or her service at the request of the Fund as a director, trustee, officer, employee, agent or representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth below.

Dated:                                                      





a Delaware Statutory Trust


By:         
Name:                                                                      
Title:   Secretary                                                                       
Address for notices:






Name:                                                           
Address for notices:

 

 
[FUND]

ADMINISTRATIVE SERVICES AGREEMENT

WHEREAS, [FUND] (the “Fund”), is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end diversified investment company that offers Class C shares; Class F-1 shares, Class F-2 shares (together, “Class F shares”); Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares, Class R-5 shares, Class R-6 shares (collectively, “Class R shares”); and Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares, and Class 529-F-1 shares (collectively “Class 529 shares”) of beneficial interest;

WHEREAS, Capital Research and Management Company (the “Investment Adviser”), is a Delaware corporation registered under the Investment Advisers Act of 1940, as amended, and is engaged in the business of providing investment advisory and related services to the Fund and to other investment companies;

WHEREAS, the Fund wishes to have the Investment Adviser arrange for and coordinate, monitor, oversee and assist with the provision of transfer agent and shareholder services (“transfer agent services”) and certain other administrative services (other than those provided pursuant to any other agreement with the Fund), including but not limited to recordkeeping, transactional services, tax information returns and reports, fund communication and shareholder communication (collectively “administrative services”) for the Fund’s Class C shares, Class F shares, Class R shares, and Class 529 shares;

WHEREAS, the Investment Adviser is willing to perform or to cause to be performed such transfer agent services and administrative services for the Fund’s Class C shares, Class F shares, Class R shares, and Class 529 shares on the terms and conditions set forth herein; and

WHEREAS, the Fund and the Investment Adviser wish to enter into an Administrative Services Agreement (“Agreement”) whereby the Investment Adviser would perform or cause to be performed such transfer agent services and administrative services for the Fund’s Class C shares, Class F shares, Class R shares, and Class 529 shares;

NOW, THEREFORE, the parties agree as follows:

1.          Services .  During the term of this Agreement, the Investment Adviser shall perform or cause to be performed the transfer agent services and administrative services set forth in Exhibit A hereto, as such exhibit may be amended from time to time by mutual consent of the parties.  The Fund and Investment Adviser acknowledge that the Investment Adviser will contract with third parties, including American Funds Service Company (“AFS”), to perform such transfer agent services and administrative services.  In selecting third parties to perform transfer agent and administrative services, the Investment Adviser shall select only those third parties that the Investment Adviser reasonably believes have adequate facilities and personnel to diligently perform such services.  The Investment Adviser shall monitor, coordinate, oversee and assist with the activities performed by the third parties with which it or AFS contracts to ensure shareholders receive high-quality service. In doing so the Investment Adviser shall establish procedures to monitor the activities of such third parties.  These procedures may, but need not, include monitoring:  (i) telephone queue wait times; (ii) telephone abandon rates; (iii) website and voice response unit downtimes; (iv) downtime of the third party’s shareholder account recordkeeping system; (v) the accuracy and timeliness of financial and non-financial transactions; (vi) to ensure compliance with the Fund prospectus; and (vii) with respect to Class 529 shares, compliance with the CollegeAmerica program description.

2.          Fees .

(a) Transfer Agent Fees.   In consideration of transfer agent services performed or caused to be performed by the Investment Adviser for the Fund’s Class C shares, Class F shares, Class R shares, and Class 529 shares, the Fund shall pay the Investment Adviser transfer agent fees according to the fee schedule contained in the Shareholder Services Agreement, as amended from time to time, between the Fund and AFS.  Transfer Agent Fees shall be paid only in respect of accounts that are held in street name or a networked environment.  No fees shall be paid under this paragraph 2(a) for services provided by third parties other than AFS.  All fund-specific charges from third parties -- including DST charges, postage, NSCC transaction charges and similar out-of-pocket expenses -- will be passed through directly to the Fund.  Transfer agent fees shall be paid within 30 days after receipt of an invoice for transfer agent services performed the preceding month.

(b) Administrative Services Fees.   In consideration of administrative services performed or caused to be performed by the Investment Adviser for the Fund’s Class C shares, Class F shares, Class R shares, and Class 529 shares the Fund shall pay the Investment Adviser an administrative services fee (“administrative fee”).  For the Fund’s Class C shares, Class F-1 shares, Class F-2 shares, Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares and Class 529 shares, the administrative fee shall accrue daily and shall be calculated at the annual rate of 0.15% of the average daily net assets of those shares.  For the Fund’s Class R-5 shares, the administrative fee shall accrue daily and shall be calculated at the annual rate of 0.10% of the average daily net assets of the Class R-5 shares.  For the Fund’s Class R-6 shares, the administrative fee shall accrue daily and shall be calculated at the annual rate of 0.05% of the average daily net assets of the Class R-6 shares. The administrative fee shall be invoiced and paid within 30 days after the end of the month in which the administrative services were performed.

3. Effective Date and Termination of Agreement .  This Agreement shall become effective on [DATE], 2009 and unless terminated sooner it shall continue in effect until [DATE], 2010.   It may thereafter be continued from year to year only with the approval of a majority of 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 Agreement or any agreement related to it (the “Independent Trustees”).  This Agreement may be terminated as to the Fund as a whole or any class of shares individually at any time by vote of a majority of the Independent Trustees. The Investment Adviser may terminate this agreement upon sixty (60) days’ prior written notice to the Fund.

4. Amendment .  This Agreement may not be amended to increase materially the fees payable under this Agreement unless such amendment is approved by the vote of a majority of the Independent Trustees.

5. Assignment .  This Agreement shall not be assignable by either party hereto and in the event of assignment shall automatically terminate forthwith.  The term “assignment” shall have the meaning set forth in the 1940 Act.  Notwithstanding the foregoing, the Investment Adviser is specifically authorized to contract with third parties for the provision of transfer agent, shareholder services, and administrative services on behalf of the Fund.

6. Issuance of Series of Shares .  If the Fund shall at any time issue shares in more than one series, this Agreement 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.

7. Choice of Law .  This Agreement shall be construed under and shall be governed by the laws of the State of California, and the parties hereto agree that proper venue of any action with respect hereto shall be Los Angeles County, California.

8.          Limitation on Fees .  Notwithstanding the foregoing, the portion of the administrative fees payable under this Agreement retained by the Investment Adviser (after all permissible payments to AFS and third party service providers) will be limited to no more than 0.05% of average daily net assets per share class.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate original by its officers thereunto duly authorized, as of [DATE], 2009.

CAPITAL RESEARCH AND MANAGEMENT COMPANY
FUND
   
   
By:                                                      
By:                                                      
Timothy D. Armour,
 
President
President
   
   
By:                                                      
By:                                                      
Michael J. Downer,
 
Senior Vice President and Secretary
Secretary

EXHIBIT A
to the
Administrative Services Agreement

Transfer Agent Services

The Investment Adviser or any third party with whom it may contract, including American Funds Service Company (the Investment Adviser and any such third-party are collectively referred to as “Service Provider”) shall act, as necessary, as stock transfer agent, dividend disbursing agent and redemption agent for the Fund’s Class C shares, Class F shares, Class R shares, and Class 529 shares, and shall provide such additional related services as the Fund’s Class C shares, Class F shares, Class R shares, and Class 529 shares may from time to time require, all of which services are sometimes referred to herein as "shareholder services."

Administrative Services

1.            Record Maintenance

The Service Provider shall maintain, and require any third parties with which it contracts to maintain with respect to each Fund shareholder holding the Fund’s Class C shares, Class F shares, Class R shares, and/or Class 529 shares in a Service Provider account (“Customers”) the following records:

a.           Number of shares;

b.           Date, price and amount of purchases and redemptions (including dividend reinvestments) and dates and amounts of dividends paid for at least the current year to date;

c.           Name and address of the Customer, including zip codes and social security numbers or taxpayer identification numbers;

d.           Records of distributions and dividend payments; and

e.           Any transfers of shares.

2.            Shareholder Communications

Service Provider shall:

a.           Provide to a shareholder mailing agent for the purpose of delivering certain Fund-related materials the names and addresses of all Customers.  The Fund-related materials shall consist of updated summary prospectuses and/or prospectuses and any supplements and amendments thereto, annual and other periodic reports, proxy or information statements and other appropriate shareholder communications.  In the alternative, the Service Provider may distribute the Fund-related materials to its Customers.

b.           Deliver current Fund summary prospectuses, prospectuses and statements of additional information and annual and other periodic reports upon Customer request, and, as applicable, with confirmation statements.

c.           Deliver statements to Customers on no less frequently than a quarterly basis showing, among other things, the number of Class C shares, Class F shares, Class R shares, and/or Class 529 shares of the Fund owned by such Customer and the net asset value of Class C shares, Class F shares, Class R shares, and/or Class 529 shares of the Fund as of a recent date.

d.           Produce and deliver to Customers confirmation statements reflecting purchases and redemptions of Class C shares, Class F shares, Class R shares, and/or Class 529 shares of the Fund.

e.           Respond to Customer inquiries regarding, among other things, share prices, account balances, dividend amounts and dividend payment dates.

f.           With respect to Class C and/or Class F shares of the Fund purchased by Customers, provide average cost basis reporting to Customers to assist them in preparation of their income tax returns.

g.           If the Service Provider accepts transactions in the Fund’s Class C shares, Class F shares, or Class R shares from any brokers or banks in an omnibus relationship, require each such broker or bank to provide such shareholder communications as set forth in 2(a) through 2(e) to its own Customers.

3.            Transactional Services

The Service Provider shall communicate to its Customers, as to Class C shares, Class F shares, Class R shares, and Class 529 shares of the Fund, purchase, redemption and exchange orders reflecting the orders it receives from its Customers or from any brokers and banks for their Customers.  The Service Provider shall also communicate to beneficial owners holding through it, and to any brokers or banks for beneficial owners holding through them, as to shares of Class C shares, Class F shares, Class R shares, and Class 529 shares of the Fund, mergers, splits and other reorganization activities, and require any broker or bank to communicate such information to its Customers.

4.            Tax Information Returns and Reports

The Service Provider shall prepare and file, and require to be prepared and filed by any brokers or banks as to their Customers, with the appropriate governmental agencies, such information, returns and reports as are required to be so filed for reporting:  (i) dividends and other distributions made; (ii) amounts withheld on dividends and other distributions and payments under applicable federal and state laws, rules and regulations; and (iii) gross proceeds of sales transactions as required.

5.            Fund Communications

The Service Provider shall, upon request by the Fund, on each business day, report the number of Class C shares, Class F shares, Class R shares, and Class 529 shares on which the administrative fee is to be paid pursuant to this Agreement.  The Service Provider shall also provide the Fund with a monthly invoice.

6.            Coordination, Oversight and Monitoring of Service Providers

The Investment Adviser shall coordinate, monitor, oversee and assist with the activities performed by the Service Providers with which it contracts to ensure that the shareholders of the Fund’s Class C shares, Class F shares, Class R shares and Class 529 shares receive high-quality service.  The Investment Adviser shall also ensure that Service Providers deliver to Customers account statements and all Fund-related materials, including summary prospectuses and/or prospectuses, shareholder reports, and proxies.
 

 
AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (“Agreement”) is made as of this __ day of ______, 20__ by and between [Name of Fund], a [state and form of organization] (the “Fund”), and [Name of Delaware statutory trust], a Delaware statutory trust (the “DE Trust”) (the Fund and the DE Trust are hereinafter collectively referred to as the “parties”).
 
 
In consideration of the mutual promises contained herein, and intending to be legally bound, the parties hereto agree as follows:

1.   Plan of Reorganization.

a.   Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 (hereinafter referred to as the “Closing”) all of the Fund’s then-existing assets (the “Assets”). In consideration thereof, the DE Trust agrees at the Closing (i) to assume and pay when due all obligations and liabilities of the Fund, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities to become the obligations and liabilities of the DE Trust; and (ii) to deliver to the Fund in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of the DE Trust, equal in number to the number of full and fractional shares of the corresponding series and class of shares of [beneficial interest/common stock] of the Fund outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”). The Fund shall distribute to the Fund’s shareholders the shares of the DE Trust in accordance with this Agreement and the resolutions of the Board of [Trustees/Directors] of the Fund (the “Board of [Trustees/Directors]”) authorizing the transactions contemplated by this Agreement.

b.   In order to effect the delivery of shares described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding series and class of the DE Trust equal to the number of full and fractional shares of [beneficial interest/common stock] such shareholder holds in the corresponding series and class of the Fund at the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust will be carried to the third decimal place. At the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of shares of the DE Trust shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares of the Fund. On the Effective Date of the Reorganization, the shares of a series and class of the Fund will be deemed to represent the same number of shares of the corresponding series and class of the DE Trust. Simultaneously with the crediting of the shares of the DE Trust to the shareholders of record of the Fund, the shares of the Fund held by such shareholders shall be cancelled. Each shareholder of the Fund will have the right to deliver their share certificates of the Fund to the DE Trust in exchange for shares of the DE Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires.

c.   As soon as practicable after the Effective Date of the Reorganization, the Fund shall take all necessary steps under [Massachusetts/Maryland/Delaware] law to effect a complete dissolution of the Fund.

d.   The expenses of entering into and carrying out this Agreement will be borne by the Fund.

2.   Closing and Effective Date of the Reorganization.

The Closing shall consist of (i) the conveyance, transfer and delivery of the Assets to the DE Trust in exchange for the assumption and payment, when due, by the DE Trust, of the Liabilities of the Fund; and (ii) the issuance and delivery of the DE Trust’s shares in accordance with Section 1(b), together with related acts necessary to consummate such transactions. Subject to receipt of all necessary regulatory approvals and the final adjournment of the meeting of shareholders of the Fund at which this Agreement is considered and approved, the Closing shall occur on such date as the officers of the parties may mutually agree (“Effective Date of the Reorganization”).

3.   Conditions Precedent.

The obligations of the Fund and the DE Trust to effectuate the transactions hereunder shall be subject to the satisfaction of each of the following conditions:

a.   Such authority and orders from the U.S. Securities and Exchange Commission (the “Commission”) and state securities commissions as may be necessary to permit the parties to carry out the transactions contemplated by this Agreement shall have been received;

b.   (i) One or more post-effective amendments to the Fund’s Registration Statement on Form N-1A (“Registration Statement”) under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (“1940 Act”), containing such amendments to such Registration Statement as are determined under the supervision of the Board of [Trustees/Directors] to be necessary and appropriate as a result of this Agreement, shall have been filed with the Commission; (ii) the DE Trust shall have adopted as its own such Registration Statement, as so amended; (iii) the most recent post-effective amendment or amendments to the Fund’s Registration Statement shall have become effective, and no stop order suspending the effectiveness of the Registration Statement shall have been issued, and no proceeding for that purpose shall have been initiated or threatened by the Commission (other than any such stop order, proceeding or threatened proceeding which shall have been withdrawn or terminated); and (iv) an amendment of the Form N-8A Notification of Registration filed pursuant to Section 8(a) of the 1940 Act (“Form N-8A”) reflecting the change in name and legal form of the Fund to a Delaware statutory trust shall have been filed with the Commission and the DE Trust shall have expressly adopted such amended Form N-8A as its own for purposes of the 1940 Act;

c.   Each party shall have received an opinion of [Counsel] to the effect that, assuming the reorganization contemplated hereby is carried out in accordance with this Agreement, the laws of the [Commonwealth of Massachusetts/State of Maryland and] the State of Delaware, and in accordance with customary representations provided by the parties in a certificate(s) delivered to [Counsel], the reorganization contemplated by this Agreement qualifies as a “reorganization” under Section 368 of the Code, and thus will not give rise to the recognition of income, gain or loss for federal income tax purposes to the Fund, the DE Trust or the shareholders of the Fund or the DE Trust;

d.   The shares of the DE Trust are eligible for offering to the public in those states of the United States in which the shares of the Fund are currently eligible for offering to the public so as to permit the issuance and delivery by the DE Trust of the shares contemplated by this Agreement to be consummated;

e.   This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by the appropriate action of the Board of [Trustees/Directors] and the shareholders of the Fund;

f.   The shareholders of the Fund shall have voted to direct the Fund to vote, and the Fund shall have voted, as sole shareholder of each series of the DE Trust, to:

(i)  
Elect as Trustees of the DE Trust the following individuals: [list Board members];

(ii)  
Approve an Investment Advisory [and Service] Agreement between Capital Research and Management Company (“Investment Adviser”) and the DE Trust, which is substantially the same, with any such changes as approved by shareholders of the Fund, as the then-current Investment Advisory [and Service] Agreement between the Investment Adviser and the Fund;

(iii)  
Approve a Subsidiary Agreement between the Investment Adviser and a Subsidiary Adviser, substantially in the form approved by shareholders of the Fund; and

(iv)  
Approve Plans of Distribution pursuant to Rule 12b-1 under the 1940 Act for applicable share classes and series of the DE Trust that are substantially the same as the Plans of Distribution of the Fund and its series.

g.   The Trustees of the DE Trust shall have duly adopted and approved this Agreement and the transactions contemplated hereby, including authorization of the issuance and delivery by the DE Trust of shares of the DE Trust on the Effective Date of the Reorganization and the assumption by the DE Trust of the Liabilities of the Fund in exchange for the Assets of the Fund pursuant to the terms and provisions of this Agreement, and shall have taken the following actions at a meeting duly called for such purposes:

(i)  
Approval of the Investment Advisory [and Service] Agreement described in paragraph (f)(ii) of this Section 3 between the Investment Adviser and the DE Trust;

(ii)  
Approval of the assignment to the DE Trust of the custody agreement(s), as amended to date, between [Custodian] and the Fund;

(iii)  
Selection of [Auditor] as the DE Trust’s independent registered public accounting firm for the current fiscal year;

(iv)  
Approval of an administrative services agreement with the Investment Adviser in substantially the same form as the Fund’s then current agreement;

(v)  
Approval of a principal underwriting agreement between the DE Trust and American Funds Distributors, Inc. in substantially the same form as the Fund’s then current agreement;

(vi)  
Approval of plans of distribution by the DE Trust pursuant to Rule 12b-1 under the 1940 Act for each relevant class of shares in substantially the same form as the then current plans for shares of the Fund;

(vii)  
Approval of the multiple class plan pursuant to Rule 18f-3 in substantially the same form as the Fund’s then current plan;

(viii)  
Approval of a shareholder services agreement with American Funds Service Company in substantially the same form as the Fund’s then current agreement;

(ix)  
Authorization of the issuance by the DE Trust of one share of each series of the DE Trust to the Fund in consideration for the payment of $1.00 for each such share for the purpose of enabling the Fund to vote on the matters referred to in paragraph (f) of this Section 3, and the subsequent redemption of such shares, all prior to the Effective Date of the Reorganization; and

(x)  
Submission of the matters referred to in paragraph (f) of this Section 3 to the Fund as sole shareholder of each series of the DE Trust.

(xi)  
[Approval of a business management agreement between the DE Trust and Washington Management Corporation in substantially the same form of the Fund’s then current agreement.][applicable to TEFMD/VA and WMIF]

At any time prior to the Closing, any of the foregoing conditions may be waived or amended, or any additional terms and conditions may be fixed, by the Boards of [Trustees/Directors] of the Fund and the DE Trust, if, in the judgment of such Boards, such waiver, amendment, term or condition will not affect in a materially adverse way the benefits intended to be accorded the shareholders of the Fund and the DE Trust under this Agreement.
 
 
4.   Dissolution of the Fund.

Promptly following the Closing, the officers of the Fund shall take all steps necessary under [Massachusetts/Maryland/Delaware] law to dissolve its [business trust/corporate] status, including publication of any necessary notices to creditors, receipt of any necessary pre-dissolution clearances from the [Commonwealth of Massachusetts/State of Maryland/State of Delaware], and filing for record with the Secretary of the [the Commonwealth of Massachusetts of a Certificate of Termination][State of Maryland of Articles of Dissolution][State of Delaware of a Certificate of Dissolution].

5.   Termination.

The Board of [Trustees/Directors] of the Fund may terminate this Agreement and abandon the reorganization contemplated hereby, notwithstanding approval thereof by the shareholders of the Fund, at any time prior to the Effective Date of the Reorganization if, in the judgment of such Board, the facts and circumstances make proceeding with this Agreement inadvisable.

6.   Entire Agreement.

This Agreement embodies the entire agreement between the parties hereto and there are no agreements, understandings, restrictions or warranties among the parties hereto other than those set forth herein or herein provided for.

7.   Further Assurances; Other Agreements.

The Fund and the DE Trust shall take such further action as may be necessary or desirable and proper to consummate the transactions contemplated hereby.

The parties acknowledge and agree that this Agreement has been made and executed on behalf of the Fund and the DE Trust and is not executed or made by the officers or [Trustees/Directors] of the Fund or the DE Trust individually, but only as officers and [Trustees/Directors] under the Fund’s charter or the DE Trust’s Agreement and Declaration of Trust, respectively, and that the obligations of the Fund and the DE Trust hereunder are not binding upon any of the [Trustees/Directors], officers or shareholders of the Fund or the DE Trust individually, but bind only the estate of the Fund or the DE Trust, as appropriate.

8.   Closing and Effective Date of the Reorganization.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

9.   Closing and Effective Date of the Reorganization.

This Agreement and the transactions contemplated hereby shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.


      IN WITNESS WHEREOF , the Fund and the DE Trust have each caused this Agreement and Plan of Reorganization to be executed on its behalf as of the day and year first-above written.


[Name of Fund]
(a state and form of organization) 
 
 
By: 
 
Name: 
Title: 
 
 
[Name of DE Trust]
(a Delaware statutory trust) 
 
By: 
 
Name: 
Title: 


 
BINGHAM McCUTCHEN LLP
 
Suite 4400
355 South Grand Avenue
Los Angeles, CA 90071-3106
213-680-6400 (T)
213-680-6499 (F)
bingham.com
 

 
 
February 23, 2010
 
International Growth and Income Fund
333 South Hope Street
Los Angeles, California 90071
 
Re:
Opinion Letter
 
Ladies and Gentlemen:
 
We have acted as counsel to International Growth and Income Fund, a Delaware statutory trust (the “Trust”), in connection with Post-Effective Amendment Number 4 to the Trust’s Registration Statement on Form N-1A to be filed with the Securities and Exchange Commission on or about February 26, 2010 (the “Registration Statement”), with respect to the issuance of shares of beneficial interest (the “Shares”) of the Trust.  You have requested that we deliver this opinion to you in connection with the Trust’s filing of the Registration Statement.
 
In connection with the furnishing of this opinion, we have examined the following documents:
 
 
(a)
A certificate of the Secretary of the State of Delaware, dated as of a recent date, as to the existence of the Trust;
 
 
(b)
A copy, certified by the Secretary of the State of Delaware, of the Trust’s Certificate of Trust dated August 20, 2009, filed with the Secretary of State (the “Certificate of Trust”);
 
 
(c)
A certificate executed by the Secretary of the Trust, certifying as to, and attaching copies of, the Trust’s Agreement and Declaration of Trust, as amended (the “Declaration”), the Trust’s By-Laws, as amended (the “By-Laws”), and the resolutions adopted by the Trustees of the Trust authorizing the issuance of the Shares (the “Resolutions”); and
 
 
(d)
A proof, received on February 17, 2010, of the Registration Statement.
 
In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, including conformed copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document.  We have assumed that the Registration Statement as filed with the Securities and Exchange Commission will be in substantially the form of the printer’s proof referred to in paragraph (d) above.  We have also assumed for the purposes of this opinion that the Declaration, the Certificate of Trust and the Resolutions will not have been amended, modified or withdrawn and will be in full force and effect on the date of issuance of such Shares.
 
This opinion is based entirely on our review of the documents listed above and such other documents as we have deemed necessary or appropriate for the purposes of this opinion and such investigation of law as we have deemed necessary or appropriate.  We have made no other review or investigation of any kind whatsoever, and we have assumed, without independent inquiry, the accuracy of the information set forth in such documents.
 
This opinion is limited solely to the Delaware Statutory Trust Act to the extent that the same may apply to or govern the transactions referred to herein, and we express no opinion with respect to the laws of any other jurisdiction or to any other laws of the State of Delaware.  Further, we express no opinion as to any state or federal securities laws, including the securities laws of the State of Delaware.  No opinion is given herein as to the choice of law or internal substantive rules of law which any tribunal may apply to such transaction.  In addition, to the extent that the Declaration or the By-Laws refer to, incorporate or require compliance with, the Investment Company Act of 1940, as amended (the “1940 Act”), or any other law or regulation applicable to the Trust, except for the Delaware Statutory Trust Act, we have assumed compliance by the Trust with the 1940 Act and such other laws and regulations.
 
We understand that all of the foregoing assumptions and limitations are acceptable to you.
 
Based upon and subject to the foregoing, it is our opinion that the Shares, when issued and sold in accordance with the Declaration and the Registration Statement, will be validly issued, fully paid, and nonassessable by the Trust.
 
This opinion is given as of the date hereof and we assume no obligation to update this opinion to reflect any changes in law or any other facts or circumstances which may hereafter come to our attention.  We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
 
Very truly yours,

/s/ Bingham McCutchen LLP

BINGHAM McCUTCHEN LLP

A/73301473.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Post-Effective Amendment 4 to Registration Statement No. 333-152323 on Form N-1A of our report dated August 10, 2009, relating to the financial statements and financial highlights of International Growth and Income Fund, Inc.   appearing in the Statement of Additional Information, which is part of such Registration Statement, and to the references to us under the headings “Financial highlights” in the Prospectuses and “Independent registered public accounting firm” and “Prospectuses, reports to shareholders and proxy statements” in the Statement of Additional Information, which are part of such Registration Statement.



DELOITTE & TOUCHE LLP

Costa Mesa, California
February 24, 2010
PLAN OF DISTRIBUTION
of
[FUND]
relating to its
CLASS A SHARES


WHEREAS, [FUND] (the "Fund") is a Delaware statutory trust which offers shares of beneficial interest;

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 beneficial interest 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 A 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 [0.25%/.030%] per annum of the average daily net assets of the Fund’s Class A shares.

Subject to the limit described above, the Fund shall pay or reimburse the Distributor for amounts expended by the Distributor to finance any activity that is related to distribution and/or shareholder servicing; 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, and (ii) that reimbursement shall be made in accordance with the terms of the Agreement.

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.

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 the 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 A shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class A shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until [DATE], 2010.  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 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 A shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class A shares of the Fund 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 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], 2009.

FUND


By      
President and
Principal Executive Officer



By      
Secretary
 
 
 

 
 
PLAN OF DISTRIBUTION
of
[FUND]
relating to its
CLASS B SHARES


WHEREAS, [FUND] (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;

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 beneficial interest 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 B 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 daily net assets of the Fund’s Class B shares.  Notwithstanding the foregoing, 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:

a.  
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.

 
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 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.
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:

 
(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 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 Financial Industry Regulatory Authority (the “Conduct Rules”), 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 [DATE], or

 
(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 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;

 
(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 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;

 
(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 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 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) 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

 
(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 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 B shares at any time by vote of a majority of the Independent 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 [DATE], 2010.  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
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 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 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 [DATE], 2009.

FUND



By      
Principal Executive Officer



By      
Secretary
SCHEDULE A
to the
Plan of Distribution 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 Principal Underwriting Agreement (the “Distribution Agreement”), of which this Schedule is a part.  As used herein the following terms shall have the meanings indicated:

Commission Share ” means each B share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any B share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.

Date of Original Issuance ” means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.

Free Share ” means, in respect of a Fund, each B share of the Fund, other than a Commission Share (including, without limitation, any B share issued in connection with the reinvestment of dividends or capital gains).

Inception Date ” means in respect of a Fund, the first date on which the Fund issued shares.

Net Asset Value ” means the net asset value determined as set forth in the Prospectus of each Fund.
Omnibus Share ” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”).  If, subsequent to the Successor Distributor becoming exclusive distributor of the Class B shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.

PART I:  ATTRIBUTION OF CLASS B SHARES

Class B shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

(1)            Commission Shares other than Omnibus Shares :

(a)       Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares the date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class B shares of the Fund.

(b)       Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class B shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class B shares of the Fund.

(c)       A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another Fund (the “ Redeeming Fund ”) in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.

(2)            Free Shares :

Free Shares that are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date; provided that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
(3)            Omnibus Shares :

Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date; provided that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

PART II:  ALLOCATION OF CDSCs

(1)            CDSCs Related to the Redemption of Non-Omnibus Commission Shares :

CDSCs in respect of the redemption of Non-Omnibus  Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.

(2)            CDSCs Related to the Redemption of Omnibus Shares :

CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Commission Shares are allocated to each thereof; provided , that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.

PART III:  ALLOCATION OF DISTRIBUTION FEE

Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:

(1)           The portion of the aggregate Distribution Fee accrued in respect of all Class B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:

 
    (A + C)/2
(B + D)/2

where:

A=
The aggregate Net Asset Value of all Class B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month
B=
The aggregate Net Asset Value of all Class B shares of a Fund at the beginning of such calendar month

C=
The aggregate Net Asset Value of all Class B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month

D=
The aggregate Net Asset Value of all Class B shares of a Fund at the end of such calendar month

(2)           If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:

(A)/(B)

where:

A=
Average Net Asset Value of all such Class B shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be

B=
Total average Net Asset Value of all such Class B shares of a Fund for such calendar month

PART IV:  ADJUSTMENT OF THE DISTRIBUTOR’S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR’S ALLOCABLE PORTION

The parties to the Distribution Agreement recognize that, if the terms of any distributor’s contract, any distribution plan, any prospectus, the Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor’s Allocable Portion or any Successor Distributor’s Allocable Portion had no such change occurred, the definitions of the Distributor’s Allocable Portion and/or the Successor Distributor’s Allocable Portion in respect of the Class B shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided , however , if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor’s contract, distribution plan, prospectus or the Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.
 
 
 

 
 
PLAN OF DISTRIBUTION
of
[FUND]
relating to its
CLASS C SHARES


WHEREAS, [FUND] (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;

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 beneficial interest 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 daily 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. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services.

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 Financial Industry Regulatory Authority  (the “Conduct Rules”), 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 [DATE].

 
(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) 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 receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.

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 [DATE], 2010.  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 [DATE], 2010.

FUND


By      
Principal Executive Officer



By      
Secretary
SCHEDULE A
to the
Plan of Distribution 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 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
[FUND]
relating to its
CLASS F-1 SHARES


WHEREAS, [Fund] (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;

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 beneficial interest 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-1 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 daily net assets of the Fund’s Class F-1 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 daily net assets of the Fund’s Class F-1 shares. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall be determined by the Board of Trustees.  The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class F-1 shares of the Fund.  The Distribution Fee compensates the Distributor for providing distribution services in respect of Class F-1 shares of the Fund. Notwithstanding the foregoing, the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.

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.

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-1 shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class F-1 shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until [DATE], 2009.  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-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 F-1 shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class F-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 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.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of [DATE], 2009.

FUND


By      
President and
Principal Executive Officer



By      
Secretary
 
 
 

 
 

PLAN OF DISTRIBUTION
of
[FUND]
relating to its
CLASS 529-A SHARES


WHEREAS, [FUND] (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;

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 beneficial interest 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 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 .50% per annum of the average daily 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 daily net assets of the Fund’s Class 529-A shares. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall be determined by the Board of Trustees. 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. Notwithstanding the foregoing, the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.  

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.

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 529-A shares at any time by vote of a majority of the Independent Trustees, 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], 2010. 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 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 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 [DATE], 2010.


FUND


By      
President and
Principal Executive Officer



By      
Secretary

 
 
 

 
 
PLAN OF DISTRIBUTION
of
[FUND]
relating to its
CLASS 529-B SHARES


WHEREAS, [FUND] (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;
 
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 beneficial interest 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-B 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 daily net assets of the Fund’s Class 529-B shares.  Notwithstanding the foregoing, 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 .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 .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 Financial Industry Regulatory Authority (the “Conduct Rules”), 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 [DATE],
 
 
(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) 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.
 
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 529-B shares at any time by vote of a majority of the Independent 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 [DATE], 2010.  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 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 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 [DATE] 2010.

FUND


By      
President and
Principal Executive Officer



By      
Secretary
SCHEDULE A
to the
Plan of Distribution 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 Principal Underwriting Agreement (the “Distribution Agreement”), of which this Schedule is a part.  As used herein the following terms shall have the meanings indicated:
 
Commission Share ” means each 529-B share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any 529-B share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.
 
Date of Original Issuance ” means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.
 
Free Share ” means, in respect of a Fund, each 529-B share of the Fund, other than a Commission Share (including, without limitation, any 529-B share issued in connection with the reinvestment of dividends or capital gains).
 
Inception Date ” means in respect of a Fund, the first date on which the Fund issued shares.
 
Net Asset Value ” means the net asset value determined as set forth in the Prospectus of each Fund.
 
Omnibus Share ” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”).  If, subsequent to the Successor Distributor becoming exclusive distributor of the Class 529-B shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-­Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.
 
PART I: ATTRIBUTION OF CLASS 529-B SHARES
 
Class 529-B shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;
 
(1)            Commission Shares other than Omnibus Shares :
 
(a)           Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class 529-B shares of the Fund.
 
(b)           Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class 529-B shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-B shares of the Fund.
 
(c)           A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the “ Redeeming Fund ”) in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.
 
(2)            Free Shares :
 
Free Shares that are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date; provided that if the Distributor and its transferees reasonably 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.
 
 
 

 
 


PLAN OF DISTRIBUTION
of
[FUND]
relating to its
CLASS 529-C SHARES


WHEREAS, [Fund] (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;

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 beneficial interest 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-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 daily 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 .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 .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. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services.

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-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 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 Financial Industry Regulatory Authority (the “Conduct Rules”), 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 [DATE],

 
(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) 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 receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.

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 529-C shares at any time by vote of a majority of the Independent 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 [DATE], 2010. 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 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 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 [DATE], 2010.


FUND


By      
President and
Principal Executive Officer



By      
Secretary

SCHEDULE A
to the
Plan of Distribution 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 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 Class 529-C share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any Class 529-C share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.

" Date of Original Issuance " means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.

" Free Share " means, in respect of a Fund, each Class 529-C share of the Fund, other than a Commission Share (including, without limitation, any Class 529-C share issued in connection with the reinvestment of dividends or capital gains).

" Inception Date " means in respect of a Fund, the first date on which the Fund issued shares.

" Net Asset Value " means the net asset value determined as set forth in the Prospectus of each Fund.

Omnibus Share ” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”).  If, subsequent to the Successor Distributor becoming exclusive distributor of the Class 529-C shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-­Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.
 
PART I: ATTRIBUTION OF CLASS 529-C SHARES

Class 529-C shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

(1)            Commission Shares other than Omnibus Shares :

(a)           Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares 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.
 
 
 

 
 
PLAN OF DISTRIBUTION
of
[FUND]
relating to its
CLASS 529-E SHARES


WHEREAS, [FUND] (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;

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 beneficial interest 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-E 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 .75% per annum of the average daily 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 .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .50%, each such percentage being per annum of the average daily net assets of the Fund’s Class 529-E shares. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall be determined by the Board of 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 receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.  

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.

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 529-E shares at any time by vote of a majority of the Independent 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 [DATE], 2010. 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 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 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 [DATE], 2010.


FUND


By      
President and
Principal Executive Officer



By      
Secretary
 
 
 

 
 

PLAN OF DISTRIBUTION
of
[FUND]
relating to its
CLASS 529-F-1 SHARES


WHEREAS, [FUND] (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;

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 beneficial interest 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-F-1 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 .50% per annum of the average daily net assets of the Fund’s Class 529-F-1 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 daily net assets of the Fund’s Class 529-F-1 shares. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall be determined by the Board of Trustees.  The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class 529-F-1 shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class 529-F-1 shares of the Fund.  Notwithstanding the foregoing, the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.  

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.

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 529-F-1 shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class 529-F-1 shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until [DATE], 2010. 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 529-F-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 529-F-1 shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-F-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 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 [DATE], 2010.


FUND

By      
President and
Principal Executive Officer



By      
Secretary
 
 
 

 
 

PLAN OF DISTRIBUTION
of
[FUND]
relating to its
CLASS R-1 SHARES


WHEREAS, [FUND] (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;

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 beneficial interest 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 R-1 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 daily 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 .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .75%, each such percentage being per annum of the average daily net assets of the Fund’s Class R-1 shares. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall be determined by the Board of 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 receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.  

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.

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 R-1 shares at any time by vote of a majority of the Independent 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 [DATE], 2010. 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 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 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 [DATE], 2010.


FUND


By      
President and
Principal Executive Officer



By      
Secretary

 
 
 

 
 

PLAN OF DISTRIBUTION
of
[FUND]
relating to its
CLASS R-2 SHARES


WHEREAS, [FUND] (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;

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 beneficial interest 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 R-2 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 daily 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 .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .75%, each such percentage being per annum of the average daily net assets of the Fund’s Class R-2 shares. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall be determined by the Board of 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 receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.  

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.

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 R-2 shares at any time by vote of a majority of the Independent 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 [DATE], 2010. 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 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 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 [DATE], 2010.


FUND


By      
President and
Principal Executive Officer



By      
Secretary
 
 
 

 
 

PLAN OF DISTRIBUTION
of
[FUND]
relating to its
CLASS R-3 SHARES


WHEREAS, [FUND] (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;

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 beneficial interest 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 R-3 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 .75% per annum of the average daily 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 .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .50%, each such percentage being per annum of the average daily net assets of the Fund’s Class R-3 shares. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall be determined by the Board of 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 receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.  

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.

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 R-3 shares at any time by vote of a majority of the Independent 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 [DATE], 2010. 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 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 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 [DATE], 2010.


FUND


By      
President and
Principal Executive Officer



By      
Secretary
 
 
 

 
 

PLAN OF DISTRIBUTION
of
[FUND]
relating to its
CLASS R-4 SHARES


WHEREAS, [FUND] (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;

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 beneficial interest 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 R-4 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 .50% per annum of the average daily 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 .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .25%, each such percentage being per annum of the average daily net assets of the Fund’s Class R-4 shares. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall be determined by the Board of 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 receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.

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.

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 R-4 shares at any time by vote of a majority of the Independent 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 [DATE], 2010. 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 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 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 [DATE], 2010.


FUND


By      
President and
Principal Executive Officer



By      
Secretary

 

[FUND]

MULTIPLE CLASS PLAN


WHEREAS, [FUND] (the “Fund”), a Delaware statutory trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company that offers shares of beneficial interest;

WHEREAS, American Funds Distributors, Inc. (the “Distributor”) serves as the principal underwriter for the Fund;

WHEREAS, the Fund has adopted Plans of Distribution (each a “12b-1 Plan”) under which the Fund may bear expenses of distribution of its shares, including payments to and/or reimbursement of certain expenses incurred by the Distributor in connection with its distribution of the Fund’s shares;

WHEREAS, the Fund has entered into an Administrative Services Agreement with Capital Research and Management Company under which the Fund may bear certain transfer agent and administrative expenses for certain classes of shares;

WHEREAS, the Fund is authorized to issue the following classes of shares of  beneficial interest: Class A shares, Class B shares, Class C shares, Class F-1 shares and Class F-2 shares (together, “Class F shares”), Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares, Class R-5 shares, and Class R-6 shares (collectively, “Class R shares”), as well as Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares and Class 529-F-1 shares (collectively, “Class 529 shares”);

WHEREAS, Rule 18f-3 under the 1940 Act permits open-end management investment companies to issue multiple classes of voting stock representing interests in the same portfolio if, among other things, an investment company adopts a written Multiple Class Plan (the “Plan”) setting forth the separate arrangement and expense allocation of each class and any related conversion features or exchange privileges; and

WHEREAS, the Board of Trustees of the Fund has determined, that it is in the best interest of each class of shares of the Fund individually, and the Fund as a whole, to adopt this Plan;

NOW THEREFORE, the Fund adopts the Plan as follows:

1.           Each class of shares will represent interests in the same portfolio of investments of the Fund, and be identical in all respects to each other class, except as set forth below. The differences among the various classes of shares of the Fund will relate to: (i) distribution, service and other charges and expenses as provided for in paragraph 3 of this Plan; (ii) the exclusive right of each class of shares to vote on matters submitted to shareholders that relate solely to that class or the separate voting right of each class on matters for which the interests of one class differ from the interests of another class; and (iii) such differences relating to (a) eligible investors, (b) the designation of each class of shares, (c) conversion features, and (d) exchange privileges each as may be set forth in the Fund’s prospectus and statement of additional information (“SAI”), as the same may be amended or supplemented from time to time.

2.           (a)           Certain expenses may be attributable to the Fund, but not a particular class of shares thereof. All such expenses will be borne by each class on the basis of the relative aggregate net assets of the classes. Notwithstanding the foregoing, the Distributor, the investment adviser or other provider of services to the Fund may waive or reimburse the expenses of a specific class or classes to the extent permitted by Rule 18f-3 under the 1940 Act and any other applicable law.

(b)           A class of shares may be permitted to bear expenses that are directly attributable to that class, including: (i) any distribution service fees associated with any rule          12b-1 Plan for a particular class and any other costs relating to implementing or amending such rule 12b-1 Plan; (ii) any administrative service fees attributable to such class; and (iii) any transfer agency, sub-transfer agency and shareholder servicing fees attributable to such class.

(c)           Any additional incremental expenses not specifically identified above that are subsequently identified and determined to be applied properly to one class of shares of the Fund shall be so applied upon approval 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) (“Independent Trustees”).

3.           Consistent with the general provisions of section 2(b), above, each class of shares of the Fund shall differ in the amount of, and the manner in which costs are borne by shareholders as follows:

(a)        Class A shares

(i)       Class A shares shall be sold at net asset value plus a front-end sales charge, at net asset value without a front-end sales charge but subject to a contingent deferred sales charge (“CDSC”), and at net asset value without any sales charge, as set forth in the Fund’s prospectus and SAI.
 
 
(ii)       Class A shares shall be subject to an annual distribution expense under the Fund’s Class A Plan of Distribution of [0.25%/0.30%] of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Plan of Distribution. This expense consists of a service fee of 0.25% plus certain other distribution costs.

(b)        Class B shares

(i)       Class B shares shall be sold at net asset value without a front-end sales charge, but subject to a CDSC and maximum purchase limits as set forth in the Fund’s prospectus and SAI.

(ii)       Class B shares shall be subject to an annual 12b-1 expense under the Fund’s Class B Plan of Distribution of 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class B Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of 0.25% of such average daily net assets.

(iii)       Class B shares will automatically convert to Class A shares of the Fund approximately eight years after purchase, subject to the limitations described in the Fund’s prospectus and SAI. All conversions shall be effected on the basis of the relative net asset values of the two classes of shares without the imposition of any sales load or other charge.

(iv)       Class B shares shall be subject to a fee (included within the transfer agency expense) for additional costs associated with tracking the age of each Class B share.

(c)        Class C shares

(i)       Class C shares shall be sold at net asset value without a front-end sales charge, but subject to a CDSC and maximum purchase limits as set forth in the Fund’s prospectus and SAI.

(ii)       Class C shares shall be subject to an annual 12b-1 expense under the Fund’s Class C Plan of Distribution of 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class C Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of 0.25% of such average daily net assets.

(iii)       Class C shares shall be subject to a transfer agent fee (according to the Shareholder Services Agreement between the Fund and its transfer agent for its Class A and Class B shares) plus an administrative services fee of 0.15% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement.  In calculating transfer agent fees allocable to the Class C shares, the fees generated shall be charged to the Fund and allocated to the Class C shares based on their aggregate net assets relative to those of the Class A, Class B and Class 529 shares.  Transfer Agent Fees shall be charged only in respect of accounts that are held in street name or a networked environment.

(iv)       Class C shares will automatically convert to Class F-1 shares of the Fund approximately ten years after purchase, subject to the limitations described in the Fund’s prospectus and SAI. All conversions shall be effected on the basis of the relative net asset values of the two classes of shares without the imposition of any sales load or other charge.

(v)       Class C shares shall be subject to a fee, if any, (included within the transfer agency expense) for additional costs associated with tracking the age of each Class C share.

 
(d)
The Class F shares consisting of Class F-1 shares and Class F-2 shares

(i)       The Class F shares shall be sold at net asset value without a front-end or back-end sales charge.

(ii)       Class F-1 shares shall be subject to an annual 12b-1 expense under the Fund’s Class F-1 Plan of Distribution of  0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class F-1  Plan of Distribution. This expense shall consist of a distribution fee of 0.25% and a service fee of 0.25% of such average daily net assets.

(iii)       Class F-2 shares shall not be subject to an annual 12b-1 expense.

(iv)       The Class F shares shall be subject to a transfer agent fee (according to the Shareholder Services Agreement between the Fund and its transfer agent for its Class A and Class B shares) plus an administrative services fee of 0.15% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement. The Class F shares will pay only those transfer agent fees and third party pass-through fees (e.g., DST and NSCC fees) that are directly attributed to accounts of and activities generated by the Class F shares.  Transfer Agent Fees shall be charged only in respect of accounts that are held in street name or a networked environment.

 
5)
The Class R shares consisting of Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares, Class R-5 shares, and Class R-6 shares

(i)         The Class R shares shall be sold at net asset value without a front-end or back-end sales charge.

(ii)         Class R-1 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-1 Plan of Distribution of  1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-1 Plan of Distribution. This expense shall consist of a distribution fee of  0.75% and a service fee of 0.25% of such average daily net assets.

(iii)         Class R-2 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-2 Plan of Distribution of  1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-2 Plan of Distribution. This expense shall consist of a distribution fee of  0.75% and a service fee of 0.25% of such average daily net assets.

(iv)         Class R-3 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-3 Plan of Distribution of  0.75% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-3 Plan of Distribution. This expense shall consist of a distribution fee of  0.50% and a service fee of 0.25% of such average daily net assets.

(v)         Class R-4 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-4 Plan of Distribution of  0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-4 Plan of Distribution. This expense shall consist of a distribution fee of  0.25% and a service fee of 0.25% of such average daily net assets.

(vi)  
Class R-5 shares shall not be subject to an annual 12b-1 expense.

(vii)         Class R-6 shares shall not be subject to an annual 12b-1 expense.

(viii)         The Class R shares shall be subject to a transfer agent fee (according to the Shareholder Services Agreement between the Fund and its transfer agent for its Class A and Class B shares) plus an administrative services fee of 0.15% of average daily net assets for Class R-1 shares, Class R-2 shares, Class R-3 shares and Class R-4 shares, 0.10% of average daily net assets for Class R-5 shares and 0.05% of average daily net assets for Class R-6 shares as set forth in the Fund’s prospectus, SAI, and Administrative Services Agreement.  Each of the Class R share classes will pay only those transfer agent fees and third party pass-through fees ( e.g. , DST and NSCC fees) that are directly attributed to accounts of and activities generated by its own share class. Transfer Agent Fees shall be charged only in respect of accounts that are held in street name or a networked environment.

(ix)         The Class R-2 and Class R-3 shares may be subject to additional sub-transfer agent fees paid to third parties providing services to Fund shareholders in those share classes.  These fees will be charged directly to the share class incurring the expense.

 
6)
The 529 share classes consisting of Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares and Class 529-F-1 shares

(i)         The Class 529-A shares shall be sold at net asset value plus a front-end sales charge, at net asset value without a front-end sales charge but subject to a CDSC, and at net asset value without any sales charge, as set forth in the Fund’s prospectus and SAI.

(ii)         The Class 529-B and Class 529-C shares shall be sold at net asset value without a front-end sales charge, but subject to a CDSC and maximum purchase limits as set forth in the Fund’s prospectus and SAI.

(iii)         The Class 529-E and Class 529-F-1 shares shall be sold at net asset value without a front-end or back-end sales charge.

(iv)         Class 529-A shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-A Plan of Distribution of  0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-A Plan of Distribution. This expense shall consist of a distribution fee of 0.25% and a service fee of 0.25% of such average daily net assets.

(v)         Class 529-B shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-B Plan of Distribution of 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-B Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of 0.25% of such average daily net assets.

(vi)         Class 529-C shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-C Plan of Distribution of 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-C Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of 0.25% of such average daily net assets.

(vii)  Class 529-E shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-E Plan of Distribution of  0.75% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-E Plan of Distribution. This expense shall consist of a distribution fee of 0.50% and a service fee of 0.25% of such average daily net assets.

(viii)         Class 529-F-1 shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-F-1 Plan of Distribution of  0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-F-1 Plan of Distribution. This expense shall consist of a distribution fee of 0.25% and a service fee of 0.25% of such average daily net assets.

(ix)         The Class 529 shares shall be subject to a transfer agent fee (according to the Shareholder Services Agreement between the Fund and its transfer agent for its Class A and Class B shares) plus an administrative services fee of 0.15% of average daily net assets as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement.  In calculating transfer agent fees allocable to the Class 529 shares, the fees generated shall be charged to the Fund and allocated to the Class 529 shares based on their aggregate net assets relative to those of the Class A, Class B and Class C shares.  Transfer Agent Fees shall be charged only in respect of accounts that are held in street name or a networked environment.

(x)         The Class 529 shares shall be subject to a Virginia Administrative Fee of 0.10% of average daily net assets payable to the Commonwealth of Virginia, as set forth in the Fund’s prospectus and SAI.

All other rights and privileges of Fund shareholders are identical regardless of which class of shares is held.

4.       This Plan shall not take effect until it has been approved by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) the Independent Trustees.

5.       This Plan shall become effective with respect to any class of shares of the Fund, other than Class A, Class B, Class C, Class F-1, Class F-2, Class R-1, Class R-2, Class R-3, Class R-4, Class R-5, Class R-6, Class 529-A, Class 529-B, Class 529-C, Class 529-E or Class 529-F-1 shares upon the commencement of the initial public offering thereof (provided that the Plan has previously been approved with respect to such additional class by votes of the majority of both (i) the Board of Trustees of the Fund; and (ii) Independent Trustees prior to the offering of such additional class of shares), and shall continue in effect with respect to such additional class or classes until terminated in accordance with paragraph 7.  An addendum setting forth such specific and different terms of such additional class or classes shall be attached to and made part of this Plan.

6.       No material amendment to the Plan shall be effective unless it is approved by the votes of the majority of both (i) the Board of Trustees of the Fund and (ii) Independent Trustees.

7.       This Plan may be terminated at any time with respect to the Fund as a whole or any class of shares individually, by the votes of the majority of both (i) the Board of Trustees of the Fund and (ii) Independent Trustees. This Plan may remain in effect with respect to a particular class or classes of shares of the Fund even if it has been terminated in accordance with this paragraph with respect to any other class of shares.

IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as [DATE], 2009.

FUND


By:       
President and
Principal Executive Officer


By:       
Secretary

Code of Ethics
June 2009

 
The following is the Code of Ethics for The Capital Group Companies Inc., which includes Capital Research and Management Company (CRMC), the investment adviser to the American Funds, and those involved in the distribution of the funds, client support and services; and Capital Group International Inc. (CGII), which includes Capital Guardian Trust Company and Capital International Inc.  The Code of Ethics applies to all Capital Group associates.
 

 
The Capital Group Companies
Code of Ethics

Introduction

Associates of The Capital Group Companies are responsible for maintaining the highest ethical standards when conducting business. In keeping with these standards, all associates must keep in mind the importance of putting the interests of clients and fund shareholders first. Moreover, associates should adhere to the spirit as well as the letter of the law, and be vigilant in guarding against anything that could color their judgment.

Over the years, the Capital Group has earned a reputation for the utmost integrity. Regardless of lesser standards that may be followed through business or community custom, associates must observe exemplary standards of openness, integrity, honesty and trust.

Accordingly, the Capital Group has adopted certain standards for the purpose of deterring wrongdoing and promoting: 1) honest and ethical conduct; 2) full, fair, accurate and timely disclosure in reports and documents; 3) compliance with applicable laws (including federal securities laws), rules and regulations; 4) prompt internal reporting of violations of the Capital Group’s Code of Ethics; and 5) accountability for adherence to the Code of Ethics.

General Guidelines

Specific policies are discussed in further detail later; however, the following are general guidelines of which all Capital Group associates should be aware.

Protecting Non-Public/Confidential Information

It is a crime in the U.S. and many other countries to transact in a company’s securities while in possession of material non-public information about the company. Questions regarding received material information (typically from a company “insider”) should be directed to a member of the Legal staff.

Associates are responsible for safeguarding non-public information relating to securities recommendations and fund and client holdings ( e.g ., analyst research reports, investment meeting discussions/notes, and current fund/client transaction information). As such, associates should not trade based on the Capital Group’s confidential and proprietary investment information.

Other types of information ( e.g. , marketing plans, employment issues, shareholder identities, etc.) may also be confidential and should not be shared with individuals outside the company (except those retained to provide services for the Capital Group).

Extravagant or Excessive Gifts and Entertainment

Associates should not accept extravagant or excessive gifts or entertainment from persons or companies that conduct business with the Capital Group.

No Special Treatment from Brokers

Associates may not accept negotiated commission rates or any other terms they believe may be more favorable than the broker-dealer grants to accounts with similar characteristics. U.S. broker-dealers are subject to certain rules designed to prevent favoritism toward such accounts. Favors or preferential treatment from stockbrokers may not be accepted. This rule applies to the associate’s spouse and any immediate family member residing in the same household.

No Excessive Trading of Capital Group-affiliated Funds

Associates should not engage in excessive trading of the American Funds or other Capital Group-managed investment vehicles worldwide in order to take advantage of short-term market movements.  Excessive activity, such as a frequent pattern of exchanges, could involve actual or potential harm to shareholders or clients. This rule applies to the associate’s spouse and any immediate family member residing in the same household.

Ban on Initial Public Offerings (IPOs)

Associates and immediate family members residing in the same household may not participate in IPOs. Exceptions are rarely granted; however, they will be considered on a case-by-case basis ( e.g. , where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).

Outside Business Interests/Affiliations

Board of Directors/Advisory Board Member
Associates are discouraged from serving on the board of directors or advisory board of any public or private company (this rule does not apply to boards of Capital companies or funds, or where board service is a direct result of your responsibilities at Capital, such as with respect to portfolio companies of private equity funds managed by Capital). With the exception of non-profit and charitable organizations and the above-mentioned boards, approval must be received prior to serving on a board.

Material Business Ownership Interest and Affiliations
Material business ownership interests may give rise to potential conflicts of interest. Associates should disclose senior officer positions or ownership of at least 5% or more of public or private companies that are or potentially may do business with Capital or the American Funds. This reporting requirement also applies to the associate’s spouse and any immediate family member(s) residing in the same household.

Other Guidelines

Associates should not knowingly misrepresent, or cause others to misrepresent, facts about the Capital Group to fund or client shareholders, regulators or any other member of the public. Disclosure in reports and documents should be fair and accurate.
 
 
Reporting Requirements

Annual Certification of the Code of Ethics
 
All associates are required to certify at least annually that they have read and understand the Code of Ethics.

Reporting Violations

Associates are responsible for reporting violations of the Capital Group’s Code of Ethics, including: (1) fraud or illegal acts involving any aspect of the Capital Group’s business; (2) noncompliance with applicable laws, rules and regulations; (3) intentional or material misstatements in regulatory filings, internal books and records, or client records and reports; or (4) activity that is harmful to fund or client shareholders. Deviations from controls or procedures that safeguard the company, including the assets of shareholders and clients, should also be reported. Reported violations of the Code of Ethics will be investigated and appropriate actions will be taken.

Associates may report confidentially to a manager/department head, or by accessing the Open Line. Calls and emails will be directed to the Open Line Committee.

You may also contact:

Ø  
The CGC Audit Committee
 
 
Ø  
The CIL Audit Committee
 
 
Ø  
Legal counsel employed at the Capital Group organization
 

Failure to adhere to the Code of Ethics may result in disciplinary action, including termination.
 

Conflicts of Interest

Gifts and Entertainment Policy

A conflict of interest occurs when the private interests of associates interfere or could potentially interfere with their responsibilities at work. Associates must not place themselves or the company in a position of actual or potential conflict. Associates may not accept (or give) gifts worth more than US$100, or accept (or extend) excessive business entertainment, loans, or anything else involving personal gain from (or to) those who conduct business with the company. Business entertainment exceeding US$500 in value should not be accepted (or given) unless the associate receives permission from his/her manager and the Gifts and Entertainment Committee (GECO).

Gifts or entertainment extended by a Capital Group associate and approved by the associate’s manager for reimbursement by the Capital Group do not need to be reported (or precleared). The expenses, however, are subject to the approval of the associate’s manager. When giving a gift or extending entertainment on behalf of the Capital Group, it is important to keep in mind that extravagant or excessive gifts or entertainment may create the appearance of conflict. Associates should also be aware that certain laws or rules may prohibit or limit gifts or entertainment extended to public officials – especially those responsible for investing public funds.

Reporting

The limitations on accepting (or giving) gifts apply to all associates as described above, and associates will be asked to complete quarterly disclosures. Associates must report any gift exceeding US$50 and business entertainment in which an event exceeds US$75 (although it is recommended that associates report all gifts and entertainment).

Charitable Contributions

In soliciting donations from various people in the business community, associates must never allow the Capital Group’s present or anticipated business to be a factor.

Gifts and Entertainment Committee (GECO)

The Gifts and Entertainment Committee (GECO) oversees administration of and compliance with the Policy.
 

Political Contributions Policy
This policy applies to all associates and their spouses.

Making Political Contributions

Contributions (financial or non-financial) made to certain political campaigns may raise potential conflicts of interest due to certain office holders’ ability to direct business to the Capital Group. Concerns may arise when contributions are made to persons currently holding, or candidates running for, a city, county or state treasurer position. As a result, associates should not make contributions to persons currently holding or running for these positions.
 
Associates are encouraged to seek guidance for contributions to other political offices. Some offices may have the power to influence the decision to choose a Capital Group company to manage public funds. Other offices may have the ability to influence the decision to choose the American Funds as an investment option for public funds. Some states in which Capital has offices have specific laws limiting contributions to various offices by firms (and certain employees of those firms) that manage or seek to manage public funds. Limitations include contributions for such offices as governor, controller, treasurer, superintendent of public instruction, and political committees established by state political parties.

As a general matter, contributions to candidates for U.S. President, Senate, House of Representatives and contributions to national political parties are permissible (unless the candidate currently holds an office that may raise potential conflict of interest related issues as described above).

Special Political Contribution Requirements – CollegeAmerica

Certain associates involved with "CollegeAmerica," the American Funds 529 College Savings Plan sponsored by the Commonwealth of Virginia, will receive a special reporting form. These associates are subject to additional restrictions and reporting requirements. For example, these associates generally may not contribute to Virginia political candidates or parties. These associates must also preclear any contributions to political candidates and parties in all states and municipalities and any Political Action Committee (PAC) other than to the Investment Company Institute’s PAC (IMPAC).

Soliciting Political Contributions

In soliciting political contributions from various people in the business community, associates must never allow the Capital Group’s present or anticipated business relationships to be a factor.

Other Considerations

Please keep in mind that any political contributions associates make or solicit should be viewed as personal . Therefore, associates should not use the Capital Group’s letterhead for correspondence regarding these contributions, and associates should not hold fundraising events in the Capital Group’s offices.

Political Contributions Committee

The Political Contributions Committee oversees the administration of the Policy. The Committee evaluates questions relating to potential political contributions considering, among other things: 1) the associate’s relationship with the candidate, i.e., is the relationship a personal or business one and 2) the candidate's current or potential relationship with the Capital Group.
 

Insider Trading Policy

Antifraud provisions of U.S. securities laws as well as the laws of other countries generally prohibit persons in possession of material non-public information from trading on or communicating the information to others. Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines and jail sentences.

While investment research analysts are most likely to come in contact with material non-public information, the rules (and sanctions) in this area apply to all Capital Group associates and extend to activities both within and outside each associate's duties. Associates who believe they have material non-public information should contact any Capital Group lawyer.
 

Personal Investing Policy
This policy applies only to “covered associates.”

Introduction

Certain associates may have access to confidential information that places them in a position of special trust. They are affiliated with a group of companies responsible for the management of over a trillion dollars belonging to mutual fund shareholders and other clients. Laws, ethics and the Capital Group’s policies place a responsibility on all associates to ensure that the highest standards of honesty and integrity are maintained at all times.

There are several rules that must be followed to avoid possible conflicts of interest in regards to personal investments. Keep in mind, however, that placing the interests of fund and client shareholders first is the core principle of the Capital Group’s policies and applies even if the matter is not covered by a specific provision. The following is only a summary of the Capital Group’s Personal Investing Policy .

Personal investing should be viewed as a privilege, not a right. As such, the Personal Investing Committee (PICO) may place limitations on the number of preclearances and/or transactions.

Covered Associates

 “Covered associates” are associates with access to non-public information relating to current or imminent fund/client transactions, investment recommendations or fund portfolio holdings. Covered associates include the associate’s spouse and other immediate family members ( e.g., children, siblings and parents) residing in the same household. Any reference to the requirements of covered associates in this document applies to these family members.

Additional rules apply to investment professionals:
 
“Investment professionals” include portfolio counselors/managers, investment counselors, investment analysts and research associates, certain investment specialists, trading associates, including trading assistants, and investment control, portfolio control and fixed income control associates, including assistants.

 
Prohibited Transactions

The following transactions are prohibited:

Ø  
Initial Public Offering (IPO) investments
Exceptions are rarely granted; however, they will be considered on a case-by-case basis ( e.g., where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).
 
Ø  
Short selling of securities subject to preclearance
 
Ø  
Spread betting/contracts for difference (CFD) on securities (allowed only on currencies, commodities, and broad-based indices)
 
Ø  
Writing puts and calls on securities subject to preclearance
 

 
Reporting Requirements

Covered associates are required to report their securities accounts, holdings and transactions. Initial, quarterly, and annual disclosure forms will be made available for this purpose.

Preclearance of Securities Transactions
Certain transactions may be exempt from preclearance .

Before buying or selling securities, covered associates must check with the staff of PICO.

Preclearance requests will be handled during the hours the New York Stock Exchange (NYSE) is open, generally 6:30am to 1:00pm Pacific Standard Time.

Transactions will generally not be permitted in securities on days the funds or clients are transacting in the issuer in question. In the case of investment professionals, permission to transact will be denied if the transaction would violate the seven-day blackout or short-term profits policies (see “Additional Policies Specific to Investment Professionals” below). Preclearance requests by investment professionals are subject to special review.

Additional Policies Specific to Investment Professionals

Disclosure of Personal and Professional Holdings (Cross-Holdings)

Portfolio counselors/managers, investment analysts and certain investment specialists will be asked to disclose securities they own both personally and professionally on a quarterly basis. Analysts will also
be required to disclose securities they hold personally that are within their research coverage or could be eligible for recommendation by the analyst professionally in the future in light of current research
coverage areas. This disclosure will be reviewed by the staff of PICO and may also be reviewed by various Capital Group committees.
 
If disclosure has not already been made to PICO by including the information on a disclosure form, any associate who is in a position to recommend a security that the associate owns personally for purchase or sale in a fund or client account should first disclose such personal ownership either in writing (in a company write-up) or verbally (when discussing the company at investment meetings) prior to making a recommendation. 1

In addition, portfolio counselors/managers, investment analysts and certain investment specialists are encouraged to notify investment/portfolio/fixed-income control of personal ownership of securities when placing an order (especially with respect to a first-time purchase).

Blackout Periods

Investment professionals may not buy or sell a security during a period beginning seven calendar days before and ending seven calendar days after a fund or client account transacts in that issuer. The blackout period applies only to trades in the same management company with which the associate is affiliated.

If a fund or client account transaction takes place in the seven calendar days following a precleared transaction by an investment professional, the personal transaction may be reviewed by PICO to determine the appropriate action, if any.

Ban on Short-term Trading 2

Investment professionals are generally prohibited from the purchase and sale or sale and purchase of the same (or equivalent) securities within 60 calendar days. However, if a situation arises whereby the associate is attempting to take a tax loss, an exception may be made. This restriction applies to the purchase of an option and the sale of an option, or the purchase of an option and the exercise of the option and sale of shares within 60 days.  Although the associate may be granted preclearance at the time the option is purchased, there is a risk of being denied permission to sell the option or exercise and sell the underlying security. Accordingly, transactions in options on individual securities are strongly discouraged.

Exchange Traded Funds (ETFs) and Index Funds

Investment professionals should preclear ETFs and index funds (including UCITS, SICAVs, OEICs, FCPs, Unit Trusts, Publikumsfonds, etc.) except those based on certain indices.

Penalties for Violating the Policy

Covered associates may be subject to penalties for violating the Policy including failing to preclear, report, submit statements and/or failing to submit timely initial, quarterly and annual disclosure forms.

Personal Investing Committee

The Personal Investing Committee (PICO) oversees the administration of the Policy. Among other duties, the Committee considers certain types of preclearance requests as well as requests for exceptions to the Policy.
 
 
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1 This disclosure requirement is consistent with both the CFA Institute standards as well as the ICI Advisory Group Guidelines.
 
2 Applies to securities subject to preclearance.
 
 
 
 
 
 
 
 
[Logo – American Funds®]
 
 
T he following is representative of the Code of Ethics in effect for each Fund:


CODE OF ETHICS


With respect to non-affiliated Board members and all other access persons to the extent that they are not covered by The Capital Group Companies, Inc. policies:


 
·
No Board member shall so use his or her position or knowledge gained therefrom as to create a conflict between his or her personal interest and that of the Fund.

 
·
No Board member shall engage in excessive trading of shares of the fund or any other affiliated fund to take advantage of short-term market movements.

 
·
Each non-affiliated Board member shall report to the Secretary of the Fund not later than thirty (30) days after the end of each calendar quarter any transaction in securities which such Board member has effected during the quarter which the Board member then knows to have been effected within fifteen (15) days before or after a date on which the Fund purchased or sold, or considered the purchase or sale of, the same security.

 
·
For purposes of this Code of Ethics, transactions involving United States Government securities as defined in the Investment Company Act of 1940, bankers’ acceptances, bank certificates of deposit, commercial paper, or shares of registered open-end investment companies are exempt from reporting as are non-volitional transactions such as dividend reinvestment programs and transactions over which the Board member exercises no control.

*                  *                    *                   *

In addition, the Fund has adopted the following standards in accordance with the requirements of Form N-CSR adopted by the Securities and Exchange Commission pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 for the purpose of deterring wrongdoing and promoting:  1) honest and ethical conduct, including handling of actual or apparent conflicts of interest between personal and professional relationships; 2) full, fair, accurate, timely and understandable disclosure in reports and documents that a fund files with or submits to the Commission and in other public communications made by the fund; 3) compliance with applicable governmental laws, rules and regulations; 4) the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics; and 5) accountability for adherence to the Code of Ethics.  These provisions shall apply to the principal executive officer or chief executive officer and treasurer (“Covered Officers”) of the Fund.
 

 
1.
It is the responsibility of Covered Officers to foster, by their words and actions, a corporate culture that encourages honest and ethical conduct, including the ethical resolution of, and appropriate disclosure of conflicts of interest.  Covered Officers should work to assure a working environment that is characterized by respect for law and compliance with applicable rules and regulations.

 
2.
Each Covered Officer must act in an honest and ethical manner while conducting the affairs of the Fund, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.  Duties of Covered Officers include:

 
·
Acting with integrity;
 
·
Adhering to a high standard of business ethics; and
 
·
Not using personal influence or personal relationships to improperly influence investment decisions or financial reporting whereby the Covered Officer would benefit personally to the detriment of the Fund.

 
3.
Each Covered Officer should act to promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with or submits to, the Securities and Exchange Commission and in other public communications made by the Fund.

 
·
Covered Officers should familiarize themselves with disclosure requirements applicable to the Fund and disclosure controls and procedures in place to meet these requirements; and
 
·
Covered Officers must not knowingly misrepresent, or cause others to misrepresent facts about the Fund to others, including the Fund’s auditors, independent directors, governmental regulators and self-regulatory organizations.

 
4.
Any existing or potential violations of this Code of Ethics should be reported to The Capital Group Companies’ Personal Investing Committee.   The Personal Investing Committee is authorized to investigate any such violations and report their findings to the Chairman of the Audit Committee of the Fund.  The Chairman of the Audit Committee may report violations of the Code of Ethics to the Board or other appropriate entity including the Audit Committee, if he or she believes such a reporting is appropriate.  The Personal Investing Committee may also determine the appropriate sanction for any violations of this Code of Ethics, including removal from office, provided that removal from office shall only be carried out with the approval of the Board.

 
5.
Application of this Code of Ethics is the responsibility of the Personal Investing Committee, which shall report periodically to the Chairman of the Audit Committee of the Fund.

 
6.
Material amendments to these provisions must be ratified by a majority vote of the Board.  As required by applicable rules, substantive amendments to the Code of Ethics must be filed or appropriately disclosed.
 
 
December 2005