SEC File Nos. 002-11051

811-00604

 

 

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. 125

 

and

 

Registration Statement

Under

the Investment Company Act of 1940

Amendment No. 53

 

WASHINGTON MUTUAL INVESTORS FUND

(Exact Name of Registrant as Specified in Charter)

 

6455 Irvine Center Drive
Irvine, CA 92618-4518

(Address of Principal Executive Offices)

 

Registrant's telephone number, including area code:

(213) 486-9200

 

Vincent P. Corti, Secretary

Washington Mutual Investors Fund

6455 Irvine Center Drive
Irvine, CA 92618-4518

(Name and Address of Agent for Service)

 

Copies to:

Robert W. Helm, Esq.

Dechert LLP

1900 K Street, N.W.

Washington, D.C. 20006

(Counsel for the Registrant)

 

Approximate date of proposed public offering:

It is proposed that this filing become effective on July 1, 2013, pursuant to paragraph (b) of rule 485.

 
 

 

 

Washington Mutual
Investors Fund SM

Prospectus

July 1, 2013

 

 

 

 
Class A B C F-1 F-2 529-A 529-B 529-C
AWSHX WSHBX WSHCX WSHFX WMFFX CWMAX CWMBX CWMCX
               
529-E 529-F-1 R-1 R-2 R-3 R-4 R-5 R-6
CWMEX CWMFX RWMAX RWMBX RWMCX RWMEX RWMFX RWMGX

 

 

Table of contents

Investment objective 1

Fees and expenses of the fund 1

Principal investment strategies 3

Principal risks 4

Investment results 5

Management 7

Purchase and sale of fund shares 7

Tax information 7

Payments to broker-dealers and other financial intermediaries 7

Investment objective, strategies and risks 8

Management and organization 10

Shareholder information 12

Purchase, exchange and sale of shares 13

How to sell shares 19

Distributions and taxes 22

Choosing a share class 23

Sales charges 24

Sales charge reductions and waivers 27

Rollovers from retirement plans to IRAs 30

Plans of distribution 30

Other compensation to dealers 31

Fund expenses 32

Financial highlights 34

 

The U.S. 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.

 

 

 

 
 

Investment objective

The fund’s investment objective is to produce income and to provide an opportunity for growth of principal consistent with sound common stock investing.

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 58 of the fund’s statement of additional information.

Shareholder fees

(fees paid directly from your investment)

  Share classes
  A and
529-A
B and
529-B
C and
529-C
529-E F-1, F-2
and
529-F-1
All R
share
classes
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) 5.75% none none none none none
Maximum deferred sales charge (load) (as a percentage of the amount redeemed) 1.00* 5.00% 1.00% none none none
Maximum sales charge (load) imposed on reinvested dividends none none none none none none
Redemption or exchange fees none none none none none none
Maximum annual account fee
(529 share classes only)
$10 $10 $10 $10 $10 N/A
               

 

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-2 529-A 529-B 529-C
Management fees 0.24% 0.24% 0.24% 0.24% 0.24% 0.24% 0.24% 0.24%
Distribution and/or service (12b-1) fees 0.24 1.00 1.00 0.25 none 0.22 0.99 0.99
Other expenses 0.14 0.13 0.18 0.17 0.17 0.25 0.27 0.26
Total annual fund operating expenses 0.62 1.37 1.42 0.66 0.41 0.71 1.50 1.49

 

  529-E 529-F-1 R-1 R-2 R-3 R-4 R-5 R-6
Management fees 0.24% 0.24% 0.24% 0.24% 0.24% 0.24% 0.24% 0.24%
Distribution and/or service (12b-1) fees 0.50 0.00 0.99 0.74 0.50 0.25 none none
Other expenses 0.22 0.25 0.17 0.39 0.23 0.16 0.11 0.06
Total annual fund operating expenses 0.96 0.49 1.40 1.37 0.97 0.65 0.35 0.30
* A contingent deferred sales charge of 1.00% applies on certain redemptions within one year following purchases of $1 million or more made without an initial sales charge.

 

Washington Mutual Investors Fund / Prospectus 1
 

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 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 $635 $762 $  901 $1,305
B 639 834 950 1,441
C 245 449 776 1,702
F-1 67 211 368 822
F-2 42 132 230 518
529-A 663 828 1,006 1,512
529-B 672 913 1,076 1,678
529-C 271 510 870 1,879
529-E 118 345 589 1,281
529-F-1 70 197 333 723
R-1 143 443 766 1,680
R-2 139 434 750 1,646
R-3 99 309 536 1,190
R-4 66 208 362 810
R-5 36 113 197 443
R-6 31 97 169 381

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 $139 $434 $750 $1,441
C 145 449 776 1,702
529-B 172 513 876 1,678
529-C 171 510 870 1,879

 

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 investment results. During the most recent fiscal year, the fund’s portfolio turnover rate was 22% of the average value of its portfolio.

 

Washington Mutual Investors Fund / Prospectus 2
 

Principal investment strategies

The fund invests primarily in common stocks of established companies that are listed on, or meet the financial listing requirements of, the New York Stock Exchange and have a strong record of earnings and dividends. The fund strives to accomplish its objective through fundamental research, careful selection and broad diversification. In the selection of common stocks and other securities for investment, current and potential yield as well as the potential for long-term capital appreciation are considered. The fund seeks to provide an above-average yield in its quarterly income distribution in relation to Standard & Poor’s 500 Composite Index (a broad, unmanaged index). The fund strives to maintain a fully invested, diversified portfolio, consisting primarily of high-quality common stocks.

The fund has Investment Standards originally based upon criteria established by the United States District Court for the District of Columbia for determining eligibility under the Court’s Legal List procedure, which was in effect for many years. The fund has an “Eligible List” — based on the Investment Standards and approved by the fund’s board of trustees — of investments considered appropriate for a prudent investor seeking opportunities for income and growth of principal consistent with common stock investing. The investment adviser is required to select the fund's investments exclusively from the issuers on the Eligible List. The investment adviser monitors the Eligible List and makes recommendations to the board of trustees regarding changes necessary for continued compliance with the fund’s Investment Standards.

The investment adviser uses a system of multiple portfolio managers in managing the fund’s assets. Under this approach, the portfolio of the fund is divided into segments managed by individual managers who decide how their respective segments will be invested.

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 good, 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.

 

Washington Mutual Investors Fund / Prospectus 3
 

Principal risks

This section describes the principal risks associated with the fund’s principal investment strategies. 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 be able to tolerate potentially sharp declines in value.

Market conditions — The prices of, and the income generated by, the common stocks and other securities held by the fund may decline due to market conditions and other factors, including those directly involving the issuers of securities held by the fund.

Investing in income-oriented stocks — Income provided by the fund may be reduced by changes in the dividend policies of, and the capital resources available at, the companies in which the fund invests.

Investing in growth-oriented stocks — Growth-oriented stocks may involve larger price swings and greater potential for loss than other types of investments.

Management — The investment adviser to the fund actively manages the fund’s investments. Consequently, the fund is subject to the risk that the methods and analyses employed by the investment adviser in this process may not produce the desired results. This could cause the fund to lose value or its investment results to lag relevant benchmarks or other funds with similar objectives.

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

 

Washington Mutual Investors Fund / Prospectus 4
 

Investment results

The following bar chart shows how the fund’s investment results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compare with different broad measures of market results. This information provides some indication of the risks of investing in the fund. The Lipper Growth & Income Funds Index includes the fund and other funds that disclose investment objectives and/or strategies reasonably comparable to the fund’s objective and/or strategies. Past investment results (before and after taxes) are not predictive of future investment results. Updated information on the fund’s investment results can be obtained by visiting americanfunds.com.

 

 

Washington Mutual Investors Fund / Prospectus 5
 

 

Average annual total returns

For the periods ended December 31, 2012 (with maximum sales charge):

Share class Inception date 1 year 5 years 10 years Lifetime
A − Before taxes 7/31/1952 6.04% 0.47% 6.06% 11.59%
− After taxes on distributions   5.67 0.00 5.48 N/A
− After taxes on distributions and sale of fund shares 4.40 0.31 5.21 N/A

 

Share classes (before taxes) Inception date 1 year 5 years 10 years Lifetime
B 3/15/2000 6.66% 0.54% 6.03% 4.92%
C 3/15/2001 10.61 0.86 5.82 3.75
F-1 3/15/2001 12.46 1.64 6.64 4.44
F-2 8/5/2008 12.72 N/A N/A 4.82
529-A 2/15/2002 5.93 0.40 5.97 4.11
529-B 2/19/2002 6.51 0.42 5.90 4.20
529-C 2/15/2002 10.52 0.80 5.73 3.82
529-E 3/1/2002 12.11 1.32 6.28 4.07
529-F-1 9/16/2002 12.65 1.82 6.74 6.48
R-1 5/29/2002 11.62 0.88 5.81 3.70
R-2 5/31/2002 11.67 0.86 5.81 3.72
R-3 6/4/2002 12.09 1.33 6.30 4.44
R-4 5/20/2002 12.49 1.64 6.63 4.40
R-5 5/15/2002 12.81 1.94 6.95 4.69
R-6 5/1/2009 12.85 N/A N/A 16.40

 

Indexes 1 year 5 years 10 years Lifetime
(from Class A inception)
S&P 500 (reflects no deductions for sales charges, account fees, expenses or U.S. federal income taxes) 15.99% 1.66% 7.10% 10.45%
Lipper Growth & Income Funds Index (reflects no deductions for sales charges, account fees or U.S. federal income taxes) 15.98 0.96 6.74 N/A
Class A annualized 30-day yield at April 30, 2013: 1.94%
(For current yield information, please call American FundsLine® at (800) 325-3590.)

 

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-favored arrangement, such as a 401(k) plan, individual retirement account (IRA) or 529 college savings plan.

 

Washington Mutual Investors Fund / Prospectus 6
 

Management

Investment adviser Capital Research and Management Company SM

Portfolio managers The individuals primarily responsible for the portfolio management of the fund are:

Portfolio manager/
Fund title (if applicable)
Portfolio manager
experience in this fund
Primary title
with investment adviser
Alan N. Berro
Vice Chairman and President
16 years Senior Vice President –
Capital World Investors
Gregory D. Johnson 12 years Senior Vice President –
Capital World Investors
Jeffrey T. Lager 9 years Senior Vice President –
Capital World Investors
Ronald B. Morrow 8 years Senior Vice President –
Capital World Investors
Eugene P. Stein 5 years Senior Vice President –
Capital World Investors

 

Purchase and sale of fund shares

The minimum amount to establish an account for all share classes is $250 and the minimum to add to an account is $50. For a payroll deduction retirement plan account, payroll deduction savings plan account or employer-sponsored 529 account, the minimum is $25 to establish or add to an account.

If you are a retail investor, you may sell (redeem) shares through your dealer or financial advisor or by writing to American Funds Service Company® at P.O. Box 6007, Indianapolis, Indiana 46206-6007; telephoning American Funds Service Company at (800) 421-4225; faxing American Funds Service Company at (888) 421-4351; or accessing our website at americanfunds.com. Please contact your plan administrator or recordkeeper to sell (redeem) shares from your retirement plan.

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, unless you are tax-exempt or your account is tax-favored.

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 advisor to recommend the fund over another investment. Ask your individual financial advisor or visit your financial intermediary’s website for more information.

 

Washington Mutual Investors Fund / Prospectus 7
 

Investment objective, strategies and risks

The fund’s investment objective is to produce income and to provide an opportunity for growth of principal consistent with sound common stock investing. While the fund has no present intention to do so, it is within the purview of the fund’s board to change the fund’s investment objective without shareholder approval upon 60 days’ written notice to shareholders.

The fund strives to accomplish its objective through fundamental research, careful selection and broad diversification. In the selection of common stocks and other securities for investment, current and potential yield as well as the potential for long-term capital appreciation are considered. The fund seeks to provide an above-average yield in its quarterly income distribution in relation to Standard & Poor’s 500 Composite Index (a broad, unmanaged index). The fund strives to maintain a fully invested, diversified portfolio, consisting primarily of high-quality common stocks.

The fund has Investment Standards originally based upon criteria established by the United States District Court for the District of Columbia for determining eligibility under the Court's Legal List procedure, which was in effect for many years. The fund has an "Eligible List" — based on the Investment Standards and approved by the fund’s board of trustees — of investments considered appropriate for a prudent investor seeking opportunities for income and growth of principal consistent with common stock investing. The investment adviser is required to select the fund's investments exclusively from the issuers on the Eligible List. The investment adviser monitors the Eligible List and makes recommendations to the board of trustees regarding changes necessary for continued compliance with the fund’s Investment Standards.

The fund is designed to provide fiduciaries, organizations, institutions and individuals with a convenient and prudent medium of investment in common stocks and securities convertible into common stocks, such as convertible bonds and debentures and convertible preferred stocks, that meet the fund’s criteria for investing. It is especially designed to serve those individuals who are charged with the responsibility of investing retirement plan trusts, other fiduciary-type reserves or family funds but who are reluctant to undertake the selection and supervision of individual stocks.

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 of securities held 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.

The fund invests in income-oriented common stocks and other equity-type securities (such as preferred stocks, convertible preferred stocks and convertible bonds). Income provided by the fund may be reduced by changes in the dividend policies of the companies in which the fund invests and the capital resources available for dividend payments at such companies. In addition, the growth-oriented common stocks and other equity-type securities (such as preferred stocks, convertible preferred stocks and convertible bonds) purchased by the fund may

Washington Mutual Investors Fund / Prospectus 8
 

involve larger price swings and greater potential for loss than other types of investments.

Although the fund’s policy is to maintain at all times a fully invested and widely diversified portfolio of securities, the fund may hold, to a limited extent, short-term U.S. government securities, other money market instruments, cash and cash equivalents.

The fund’s investment results will depend on the ability of the fund’s investment adviser to navigate the risks discussed above.

In addition to the investment strategies described above, the fund has other investment practices that are described in the statement of additional information, which includes a description of certain risks associated with those practices.

Fund comparative indexes The investment results table in this prospectus shows how the fund’s average annual total returns compare with various broad measures of market results. The Standard & Poor’s 500 Composite Index is a market capitalization-weighted index based on the average weighted results of 500 widely held common stocks. This index is unmanaged, and its results include reinvested dividends and/or distributions but do not reflect the effect of sales charges, commissions, account fees, expenses or U.S. federal income taxes. The Lipper Growth & Income Funds Index is an equally weighted index of funds that combines a growth-of-earnings orientation and an income requirement for level and/or rising dividends. The results of the underlying funds in the index include the reinvestment of dividends and capital gain distributions, as well as brokerage commissions paid by the funds for portfolio transactions and other fund expenses, but do not reflect the effect of sales charges, account fees or U.S. federal income taxes. This index was not in existence when the fund's Class A shares became available; therefore, lifetime results are not shown.

Fund results All fund results in this prospectus 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 periods presented.

 

Washington Mutual Investors Fund / Prospectus 9
 

Management and organization    

Investment adviser Capital Research and Management Company, an experienced investment management organization founded in 1931, serves as the 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. Capital Research and Management Company manages the investment portfolio and business affairs of the fund. The total management fee paid by the fund, as a percentage of average net assets, for the previous fiscal year 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 approval of the fund’s Investment Advisory Agreement by the fund’s board of trustees is contained in the fund’s semi-annual report to shareholders for the fiscal period ended October 31, 2012.

Capital Research and Management Company manages equity assets through three equity investment divisions and fixed-income assets through its fixed-income division. The three equity investment divisions — Capital World Investors, Capital Research Global Investors and Capital International Investors — make investment decisions on an independent basis.

The equity investment divisions may, in the future, be incorporated as 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 more 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 received an exemptive order from the U.S. Securities and Exchange Commission that allows Capital Research and Management Company 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 have approved this arrangement; however, there is no assurance that Capital Research and Management Company will incorporate its investment divisions or exercise any authority granted to it under the exemptive order.

Portfolio holdings Portfolio holdings information for the fund is available on the American Funds website at americanfunds.com. 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.

 

Washington Mutual Investors Fund / Prospectus 10
 

The Capital System SM Capital Research and Management Company uses a system of multiple portfolio managers in managing mutual fund assets. Under this approach, the portfolio of a fund is divided into segments managed by individual managers 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 managers.

Portfolio manager Investment
experience
Experience
in this fund
Role in
management
of the fund
Alan N. Berro Investment professional for 27 years in total;
22 years with Capital Research and Management Company or affiliate
16 years
(plus 6 years of
prior experience
as an
investment analyst
for the fund)
Serves as an equity portfolio manager
Gregory D. Johnson Investment professional for 20 years, all with Capital Research and Management Company or affiliate 12 years
(plus 7 years of
prior experience
as an
investment analyst
for the fund)
Serves as an equity portfolio manager
Jeffrey T. Lager Investment professional for 18 years in total;
17 years with Capital Research and Management Company or affiliate
9 years
(plus 7 years of
prior experience
as an
investment analyst
for the fund)
Serves as an equity portfolio manager
Ronald B. Morrow Investment professional for 45 years in total;
16 years with Capital Research and Management Company or affiliate
8 years Serves as an equity portfolio manager
Eugene P. Stein Investment professional for 42 years in total;
41 years with Capital Research and Management Company or affiliate
5 years Serves as an equity portfolio manager

 

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

 

Washington Mutual Investors Fund / Prospectus 11
 

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 advisor, investment dealer or retirement plan recordkeeper for more information.

Shareholder information

Shareholder services American Funds Service Company, 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.

 

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 relating specifically to their account(s). These documents are available by writing to or calling American Funds Service Company.

 

Washington Mutual Investors Fund / Prospectus 12
 

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. Unless otherwise noted, references to Class F shares refer to both Class F-1 and F-2 shares and references to Class R shares refer to Class R-1, R-2, R-3, R-4, R-5 and R-6 shares.

Purchase, exchange and sale of shares

The fund’s transfer agent, on behalf of the fund and American Funds Distributors,® 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. Subject to the exception below, if no fund is designated, 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.

If the amount of your cash investment is $10,000 or less, no fund is designated, and you made a cash investment (excluding exchanges) within the last 16 months, your money will be invested in the same proportion and in the same fund or funds and in the same class of shares in which your last cash investment was made.

Different procedures may apply to certain employer-sponsored arrangements, including, but not limited to, SEPs and SIMPLE IRAs.

 

Washington Mutual Investors Fund / Prospectus 13
 

Valuing shares The net asset value of each share class of the fund is the value of a single share of that class. 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. If, for example, the New York Stock Exchange closes at 1 p.m. New York time, the fund’s net asset value would still be determined as of 4 p.m. New York time. In this example, portfolio securities traded on the New York Stock Exchange would be valued at their closing price unless the investment adviser determines that a fair value adjustment is appropriate due to subsequent events. 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. Use of these procedures is intended to result in more appropriate net asset values.

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.

Purchase of Class A and C shares You may generally open an account and purchase Class A and C shares by contacting any financial advisor (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 advisor and by mail, telephone, the Internet and bank wire.

Class B shares Class B and 529-B shares may not be purchased or acquired, except by exchange from Class B or 529-B shares of another fund in the American Funds family. Any other 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.

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 were to happen, 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.

Washington Mutual Investors Fund / Prospectus 14
 

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, through certain registered investment advisors and through other intermediaries approved by the fund’s distributor. These intermediaries 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 advisor (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 advisor 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.

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.

Purchase of Class R shares Class R shares are generally available only to retirement plans established under Internal Revenue Code sections 401(a), 403(b) or 457, and to nonqualified deferred compensation plans and certain voluntary employee benefit association and post-retirement benefit 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-5 and R-6 shares are available for investment by other registered investment companies approved by the fund’s investment adviser or distributor. 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.

Purchases by employer-sponsored retirement plans 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® or Recordkeeper Direct® recordkeeping programs.

Washington Mutual Investors Fund / Prospectus 15
 

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.

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.

 

Washington Mutual Investors Fund / Prospectus 16
 

Purchase minimums and maximums Purchase minimums described in this prospectus may be waived in certain cases. In addition, the fund reserves the right to redeem the shares of any shareholder for their then current net asset value per share if the shareholder’s aggregate investment in the fund falls below the fund’s minimum initial investment amount. 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.

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 details regarding sales charge discounts.

 

Washington Mutual Investors Fund / Prospectus 17
 

Exchange Generally, you may exchange your shares for shares of the same class of other American Funds without a sales charge. Class A, C or F-1 shares may generally be exchanged for the corresponding 529 share class without a sales charge. Class B shares may not be exchanged for 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 advisor 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 telephone, fax or the Internet” in the section “How to sell shares” of this prospectus for information regarding electronic exchanges.

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.

 

Washington Mutual Investors Fund / Prospectus 18
 

How to sell shares

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

Employer-sponsored retirement plans

Shares held in eligible retirement plans may be sold through the plan’s administrator or recordkeeper.

Through your dealer or financial advisor (certain charges may apply)

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

• Generally, Class F shares must be sold through intermediaries such as dealers or financial advisors .

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 $125,000;

— 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 previous 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 $125,000 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).

Although 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.

 

Washington Mutual Investors Fund / Prospectus 19
 

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, the fund's business manager, 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.

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 a fund will be precluded from investing in that 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;
Washington Mutual Investors Fund / Prospectus 20
 
· purchases and redemptions by investment companies managed or sponsored by the fund’s investment adviser or its affiliates, including reallocations and transactions allowing the investment company to meet its redemptions and purchases;
· retirement plan contributions, loans and distributions (including hardship withdrawals) identified as such on the retirement plan recordkeeper’s system;
· purchase transactions involving in-kind transfers of fund shares, 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 prescheduled for a specific date.

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 described above, all transactions in fund shares remain subject to the right of the fund, American Funds Distributors and American Funds Service Company 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.

 

Washington Mutual Investors Fund / Prospectus 21
 

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. Dividends and capital gain distributions for 529 share classes and retirement plan shareholders will be reinvested automatically.

Taxes on dividends and distributions For federal tax purposes, dividends and distributions of short-term capital gains are taxable as ordinary income. 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.

Dividends and capital gain distributions that are automatically reinvested in a tax-favored retirement or education savings account do not result in federal or state income tax at the time of reinvestment.

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.

Exchanges within a tax-favored 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.

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 advisors 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 advisor 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.

 

Washington Mutual Investors Fund / Prospectus 22
 

Choosing a share class

The fund offers different classes of shares through this prospectus. The services or share classes available to you may vary depending upon how you wish to purchase shares of the fund.

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 for an individual-type account, 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
· availability of share classes:
Class B and 529-B shares may not be purchased or acquired except by exchange from Class B or 529-B shares of another fund in the American Funds family;
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 retirement plans established under Internal Revenue Code sections 401(a) (including 401(k) plans), 403(b) or 457;
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, to certain registered investment advisors and to other intermediaries approved by the fund’s distributor; and
Class R shares are generally available only to retirement plans established under Internal Revenue Code sections 401(a) (including 401(k) plans), 403(b) or 457, and to nonqualified deferred compensation plans and certain voluntary employee benefit association and post-retirement benefit plans .

Each investor’s financial considerations are different. You should speak with your financial advisor to help you decide which share class is best for you.

 

Washington Mutual Investors Fund / Prospectus 23
 

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:
 
Investment Offering price Net amount
invested
Dealer commission
as a percentage
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 investments described below none none see 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.

 

Washington Mutual Investors Fund / Prospectus 24
 

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.

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 the relevant 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 a commission of 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 advisors authorized to sell American Funds and employees of The Capital Group Companies, Inc. and its affiliates. Please see the statement of additional information for further details.

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 the date you purchased the Class B shares, 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 sales 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.

Washington Mutual Investors Fund / Prospectus 25
 

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

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 for ongoing compensation paid to your dealer or financial advisor for all share classes.

Contingent deferred sales charges 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 the section “Sales charge reductions and waivers” of 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.

 

Washington Mutual Investors Fund / Prospectus 26
 

Sales charge reductions and waivers

To receive a reduction in your Class A initial sales charge, you must let your financial advisor 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 advisor or American Funds Service Company know that you are eligible for a reduction, you may not receive the 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 advisor 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 advisor.

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 Class A sales charges. In addition, two or more retirement plans of an employer or an employer’s affiliates may combine all of their American Funds investments to reduce Class A sales charges. Certain investments in the American Funds Target Date Retirement Series,® American Funds Portfolio Series SM and American Funds College Target Date Series SM may also be combined for this purpose. Please see the applicable 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.

Investments made through employer-sponsored retirement plan accounts will not be aggregated with individual-type accounts.

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

Washington Mutual Investors Fund / Prospectus 27
 

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) that 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. Your accumulated holdings (as described and calculated under “Rights of accumulation” above) 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 the discussion regarding employer-sponsored retirement plans under “Purchase, exchange and sale of shares” 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, dividend payment or distribution and is made into the same account from which you redeemed the shares or received the dividend payment or 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 and the reinvestment is made within 90 days after the date of redemption, dividend payment or distribution.

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, dividend payment 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.

Washington Mutual Investors Fund / Prospectus 28
 

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.

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 further details about waivers regarding these types of transactions):
redemptions due to receiving required minimum distributions from retirement accounts upon reaching age 70½ (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 advisor or American Funds Service Company at the time you redeem shares that you qualify for such a waiver.

 

Washington Mutual Investors Fund / Prospectus 29
 

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 SM 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 to the terms and conditions generally applicable to Class A share investments as described in this prospectus and in 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 intended primarily 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: Share class(es)
0.25% Class A shares
0.50% Class 529-A, F-1, 529-F-1 and R-4 shares
0.75% Class 529-E and R-3 shares
1.00% Class B, 529-B, C, 529-C, R-1 and R-2 shares

 

For all share classes indicated above, up to .25% may be used to pay service fees to qualified dealers for providing certain shareholder services. The amount remaining for each share class, if any, may be used for distribution expenses.

The 12b-1 fees paid by each applicable share class of the fund, as a percentage of average net assets for the previous fiscal year, are indicated in the Annual Fund Operating Expenses table on page 1 of this prospectus. Since these fees are paid out of the fund’s assets or income on an ongoing basis, over time they may cost you more than paying other types of sales charges or service fees and reduce the return on 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.

 

Washington Mutual Investors Fund / Prospectus 30
 

Other compensation to dealers

American Funds Distributors, at its expense, 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. 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. The payment will be determined using a formula consistently applied to dealers based on the relevant facts and circumstances. The level of payments made to a qualifying firm in any given year will vary and (excluding payments for meetings as described below) represents the sum of (a) up to .10% of the previous year’s American Funds sales by that dealer and (b) up to .02% of American Funds assets attributable to that dealer, with an adjustment made for the dealer’s relative redemption rate and the quality of the dealer’s relationship with American Funds Distributors. For calendar year 2012, 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. American Funds Distributors makes these payments to help defray the costs incurred by qualifying dealers in connection with efforts to educate financial advisors 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 selling dealers, advisory platform providers and other intermediaries to facilitate educating financial advisors 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 advisors may have financial incentives for recommending a particular mutual fund over other mutual funds or investments. You should consult with your financial advisor and review carefully any disclosure by your financial advisor’s firm as to compensation received.

 

Washington Mutual Investors Fund / Prospectus 31
 

Fund expenses

Note that references to Class A, B, C and F-1 shares in this “Fund expenses” section do not include the corresponding Class 529 shares.

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.

For all share classes except Class B shares, “Other expenses” items in the Annual Fund Operating Expenses table on page 1 of this prospectus include fees for administrative services provided by the fund’s investment adviser and its affiliates. Administrative services include, but are not limited to, coordinating, monitoring, assisting and overseeing third parties that provide services to fund shareholders. The fund’s investment adviser receives an administrative services fee at the annual rate of .01% of the average daily net assets of the fund attributable to Class A shares and .05% of the average daily net assets of the fund attributable to Class C, F, R and 529 shares for administrative services provided to these share classes.

Washington Mutual Investors Fund / Prospectus 32
 

The “Other expenses” items in the Annual Fund Operating Expenses table also include custodial, legal, transfer agent and subtransfer agent/recordkeeping payments and various other expenses applicable to all share classes.

Retail investors 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.

Employer-sponsored retirement plan investors The amount paid for subtransfer agent/ recordkeeping services varies 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 affiliated entities Payments to unaffiliated entities
Class A 0.05% of assets or
$12 per participant position 1
0.05% of assets or
$12 per participant position 1
Class R-1 0.10% of assets 0.10% of assets
Class R-2 0.15% of assets plus $27 per participant position 2 or 0.35% of assets 3 0.25% of assets
Class R-3 0.10% of assets plus $12 per participant position 2 or 0.19% of assets 3 0.15% of assets
Class R-4 0.10% of assets 0.10% of assets
Class R-5 0.05% of assets 0.05% of assets
Class R-6 none none

1 Payment amount depends on the date services commenced.

2 Payment with respect to Recordkeeper Direct program.

3 Payment with respect to PlanPremier program.

    

Washington Mutual Investors Fund / Prospectus 33
 

Financial highlights

The Financial Highlights table is intended to help you understand the fund’s results for the past five fiscal years. 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 waivers from Capital Research and Management Company and Washington Management Corporation. For more information about these waivers, see the fund’s statement of additional information and annual report. The information in the Financial Highlights table has been audited by PricewaterhouseCoopers LLP, whose current report, along with the fund’s financial statements, is included in the statement of additional information, which is available upon request.

    Income (loss) from investment operations 1 Dividends and distributions            
  Net
asset
value,
beginning
of period
Net
investment
income 2
Net gains
(losses) on
securities
(both
realized
and
unrealized)
Total from
investment
operations
Dividends
(from net
investment
income)
Distributions
(from
capital
gains)
Total
dividends
and
distributions
Net
asset
value,
end of
period
Total
return 2,3
Net
assets,
end of
period
(in
millions)
Ratio of
expenses
to average
net assets
before
waivers
Ratio of
expenses
to average
net assets
after
waivers 3
Ratio
of net
income
to
average
net
assets 3
Class A:                          
Year ended 4/30/2013 $30.61 $.73 $   4.47 $   5.20 $(.73)    $ — $  (.73) $35.08 17.28% $44,142 .62% .62% 2.32%
Year ended 4/30/2012 29.66 .68 .97 1.65 (.70) (.70) 30.61 5.83 40,566 .62 .62 2.39
Year ended 4/30/2011 25.84 .70 3.80 4.50 (.68) (.68) 29.66 17.77 41,375 .63 .63 2.67
Year ended 4/30/2010 19.81 .65 6.06 6.71 (.68) (.68) 25.84 34.29 39,349 .70 .70 2.80
Year ended 4/30/2009 31.92 .64 (11.53) (10.89) (.72) (.50) (1.22) 19.81 (34.50) 34,012 .67 .65 2.60
Class B:                          
Year ended 4/30/2013 30.42 .50 4.44 4.94 (.48) (.48) 34.88 16.41 323 1.37 1.37 1.61
Year ended 4/30/2012 29.45 .47 .97 1.44 (.47) (.47) 30.42 5.06 511 1.38 1.38 1.68
Year ended 4/30/2011 25.66 .51 3.75 4.26 (.47) (.47) 29.45 16.88 889 1.39 1.39 1.98
Year ended 4/30/2010 19.67 .48 6.01 6.49 (.50) (.50) 25.66 33.31 1,249 1.46 1.46 2.07
Year ended 4/30/2009 31.71 .45 (11.46) (11.01) (.53) (.50) (1.03) 19.67 (35.01) 1,389 1.42 1.40 1.85
(The Financial Highlights table continues on the following page.)
Washington Mutual Investors Fund / Prospectus 34
 

 

    Income (loss) from investment operations 1 Dividends and distributions            
  Net
asset
value,
beginning
of period
Net
investment
income 2
Net gains
(losses) on
securities
(both
realized
and
unrealized)
Total from
investment
operations
Dividends
(from net
investment
income)
Distributions
(from
capital
gains)
Total
dividends
and
distributions
Net
asset
value,
end of
period
Total
return 2,3
Net
assets,
end of
period
(in
millions)
Ratio of
expenses
to average
net assets
before
waivers
Ratio of
expenses
to average
net assets
after
waivers 3
Ratio
of net
income
to
average
net
assets 3
Class C:                          
Year ended 4/30/2013 $30.31 $.48 $   4.43 $   4.91 $(.48)    $ — $  (.48) $34.74 16.39% $1,757 1.42% 1.42% 1.53%
Year ended 4/30/2012 29.37 .45 .96 1.41 (.47) (.47) 30.31 4.99 1,794 1.42 1.42 1.60
Year ended 4/30/2011 25.60 .48 3.76 4.24 (.47) (.47) 29.37 16.82 1,934 1.44 1.44 1.86
Year ended 4/30/2010 19.63 .46 6.00 6.46 (.49) (.49) 25.60 33.23 1,830 1.50 1.50 2.00
Year ended 4/30/2009 31.65 .44 (11.44) (11.00) (.52) (.50) (1.02) 19.63 (35.04) 1,613 1.47 1.44 1.80
Class F-1:                          
Year ended 4/30/2013 30.53 .71 4.47 5.18 (.72) (.72) 34.99 17.25 3,004 .66 .66 2.27
Year ended 4/30/2012 29.59 .66 .97 1.63 (.69) (.69) 30.53 5.78 2,575 .66 .66 2.34
Year ended 4/30/2011 25.77 .68 3.81 4.49 (.67) (.67) 29.59 17.79 2,067 .66 .66 2.62
Year ended 4/30/2010 19.76 .64 6.04 6.68 (.67) (.67) 25.77 34.26 1,770 .71 .71 2.78
Year ended 4/30/2009 31.85 .64 (11.51) (10.87) (.72) (.50) (1.22) 19.76 (34.52) 1,506 .67 .65 2.59
Class F-2:                          
Year ended 4/30/2013 30.60 .79 4.49 5.28 (.80) (.80) 35.08 17.57 1,387 .41 .41 2.51
Year ended 4/30/2012 29.66 .74 .96 1.70 (.76) (.76) 30.60 6.04 881 .40 .40 2.59
Year ended 4/30/2011 25.84 .74 3.81 4.55 (.73) (.73) 29.66 18.05 630 .41 .41 2.83
Year ended 4/30/2010 19.81 .68 6.09 6.77 (.74) (.74) 25.84 34.65 416 .46 .46 2.91
Period from 8/5/2008 to 4/30/2009 4 29.64 .46 (9.22) (8.76) (.57) (.50) (1.07) 19.81 (29.77) 147 .44 5 .43 5 3.10 5
Class 529-A:                          
Year ended 4/30/2013 30.56 .70 4.47 5.17 (.70) (.70) 35.03 17.21 1,465 .71 .71 2.23
Year ended 4/30/2012 29.62 .65 .97 1.62 (.68) (.68) 30.56 5.72 1,262 .71 .71 2.30
Year ended 4/30/2011 25.80 .67 3.81 4.48 (.66) (.66) 29.62 17.73 1,138 .70 .70 2.58
Year ended 4/30/2010 19.78 .63 6.05 6.68 (.66) (.66) 25.80 34.20 932 .76 .76 2.71
Year ended 4/30/2009 31.89 .62 (11.52) (10.90) (.71) (.50) (1.21) 19.78 (34.57) 709 .73 .71 2.55
Washington Mutual Investors Fund / Prospectus 35
 

 

    Income (loss) from investment operations 1 Dividends and distributions            
  Net
asset
value,
beginning
of period
Net
investment
income 2
Net gains
(losses) on
securities
(both
realized
and
unrealized)
Total from
investment
operations
Dividends
(from net
investment
income)
Distributions
(from
capital
gains)
Total
dividends
and
distributions
Net
asset
value,
end of
period
Total
return 2,3
Net
assets,
end of
period
(in
millions)
Ratio of
expenses
to average
net assets
before
waivers
Ratio of
expenses
to average
net assets
after
waivers 3
Ratio
of net
income
to
average
net
assets 3
Class 529-B:                          
Year ended 4/30/2013 $30.44 $.46 $   4.44 $   4.90 $(.44)    $ — $  (.44) $34.90 16.26% $ 56 1.50% 1.50% 1.48%
Year ended 4/30/2012 29.48 .44 .96 1.40 (.44) (.44) 30.44 4.90 79 1.50 1.50 1.55
Year ended 4/30/2011 25.68 .48 3.77 4.25 (.45) (.45) 29.48 16.79 117 1.50 1.50 1.85
Year ended 4/30/2010 19.69 .45 6.02 6.47 (.48) (.48) 25.68 33.15 145 1.56 1.56 1.93
Year ended 4/30/2009 31.74 .42 (11.47) (11.05) (.50) (.50) (1.00) 19.69 (35.08) 126 1.53 1.51 1.74
Class 529-C:                          
Year ended 4/30/2013 30.39 .45 4.45 4.90 (.46) (.46) 34.83 16.31 390 1.49 1.49 1.45
Year ended 4/30/2012 29.46 .43 .96 1.39 (.46) (.46) 30.39 4.88 349 1.49 1.49 1.52
Year ended 4/30/2011 25.67 .47 3.78 4.25 (.46) (.46) 29.46 16.79 330 1.49 1.49 1.80
Year ended 4/30/2010 19.68 .45 6.02 6.47 (.48) (.48) 25.67 33.19 288 1.55 1.55 1.93
Year ended 4/30/2009 31.73 .43 (11.47) (11.04) (.51) (.50) (1.01) 19.68 (35.08) 226 1.52 1.50 1.75
Class 529-E:                          
Year ended 4/30/2013 30.44 .62 4.44 5.06 (.62) (.62) 34.88 16.89 77 .96 .96 1.97
Year ended 4/30/2012 29.50 .58 .96 1.54 (.60) (.60) 30.44 5.46 67 .97 .97 2.04
Year ended 4/30/2011 25.70 .60 3.79 4.39 (.59) (.59) 29.50 17.40 62 .98 .98 2.30
Year ended 4/30/2010 19.71 .56 6.03 6.59 (.60) (.60) 25.70 33.80 53 1.05 1.05 2.43
Year ended 4/30/2009 31.77 .55 (11.48) (10.93) (.63) (.50) (1.13) 19.71 (34.74) 41 1.02 1.00 2.26
Class 529-F-1:                          
Year ended 4/30/2013 30.51 .77 4.47 5.24 (.77) (.77) 34.98 17.49 81 .49 .49 2.45
Year ended 4/30/2012 29.58 .71 .96 1.67 (.74) (.74) 30.51 5.93 69 .49 .49 2.52
Year ended 4/30/2011 25.77 .73 3.79 4.52 (.71) (.71) 29.58 17.96 63 .48 .48 2.79
Year ended 4/30/2010 19.76 .68 6.04 6.72 (.71) (.71) 25.77 34.48 51 .55 .55 2.91
Year ended 4/30/2009 31.85 .67 (11.50) (10.83) (.76) (.50) (1.26) 19.76 (34.41) 35 .52 .50 2.77
(The Financial Highlights table continues on the following page.)
Washington Mutual Investors Fund / Prospectus 36
 

 

    Income (loss) from investment operations 1 Dividends and distributions            
  Net
asset
value,
beginning
of period
Net
investment
income 2
Net gains
(losses) on
securities
(both
realized
and
unrealized)
Total from
investment
operations
Dividends
(from net
investment
income)
Distributions
(from
capital
gains)
Total
dividends
and
distributions
Net
asset
value,
end of
period
Total
return 2,3
Net
assets,
end of
period
(in
millions)
Ratio of
expenses
to average
net assets
before
waivers
Ratio of
expenses
to average
net assets
after
waivers 3
Ratio
of net
income
to
average
net
assets 3
Class R-1:                          
Year ended 4/30/2013 $30.37 $.48 $   4.45 $   4.93 $(.49)    $ — $  (.49) $34.81 16.42% $   88 1.40% 1.40% 1.54%
Year ended 4/30/2012 29.44 .45 .96 1.41 (.48) (.48) 30.37 4.97 86 1.40 1.40 1.60
Year ended 4/30/2011 25.65 .48 3.79 4.27 (.48) (.48) 29.44 16.90 81 1.41 1.41 1.86
Year ended 4/30/2010 19.68 .46 6.01 6.47 (.50) (.50) 25.65 33.21 67 1.47 1.47 1.98
Year ended 4/30/2009 31.72 .45 (11.46) (11.01) (.53) (.50) (1.03) 19.68 (34.99) 44 1.43 1.41 1.85
Class R-2:                          
Year ended 4/30/2013 30.30 .49 4.42 4.91 (.50) (.50) 34.71 16.39 753 1.37 1.37 1.57
Year ended 4/30/2012 29.36 .46 .96 1.42 (.48) (.48) 30.30 5.03 712 1.39 1.39 1.63
Year ended 4/30/2011 25.59 .49 3.76 4.25 (.48) (.48) 29.36 16.85 745 1.41 1.41 1.89
Year ended 4/30/2010 19.62 .45 6.01 6.46 (.49) (.49) 25.59 33.23 694 1.52 1.52 1.96
Year ended 4/30/2009 31.64 .43 (11.44) (11.01) (.51) (.50) (1.01) 19.62 (35.07) 548 1.50 1.48 1.77
Class R-3:                          
Year ended 4/30/2013 30.43 .62 4.45 5.07 (.63) (.63) 34.87 16.90 1,647 .97 .97 1.97
Year ended 4/30/2012 29.49 .58 .97 1.55 (.61) (.61) 30.43 5.47 1,443 .96 .96 2.05
Year ended 4/30/2011 25.69 .60 3.79 4.39 (.59) (.59) 29.49 17.41 1,367 .97 .97 2.33
Year ended 4/30/2010 19.70 .57 6.02 6.59 (.60) (.60) 25.69 33.85 1,280 1.03 1.03 2.45
Year ended 4/30/2009 31.76 .56 (11.48) (10.92) (.64) (.50) (1.14) 19.70 (34.72) 1,010 .97 .95 2.29
Class R-4:                          
Year ended 4/30/2013 30.50 .71 4.47 5.18 (.72) (.72) 34.96 17.28 1,823 .65 .65 2.28
Year ended 4/30/2012 29.56 .67 .96 1.63 (.69) (.69) 30.50 5.79 1,556 .65 .65 2.35
Year ended 4/30/2011 25.76 .68 3.79 4.47 (.67) (.67) 29.56 17.73 1,407 .66 .66 2.61
Year ended 4/30/2010 19.75 .64 6.04 6.68 (.67) (.67) 25.76 34.29 1,121 .72 .72 2.75
Year ended 4/30/2009 31.83 .63 (11.50) (10.87) (.71) (.50) (1.21) 19.75 (34.52) 782 .69 .67 2.59
Washington Mutual Investors Fund / Prospectus 37
 

 

    Income (loss) from investment operations 1 Dividends and distributions            
  Net
asset
value,
beginning
of period
Net
investment
income 2
Net gains
(losses) on
securities
(both
realized
and
unrealized)
Total from
investment
operations
Dividends
(from net
investment
income)
Distributions
(from
capital
gains)
Total
dividends
and
distributions
Net
asset
value,
end of
period
Total
return 2,3
Net
assets,
end of
period
(in
millions)
Ratio of
expenses
to average
net assets
before
waivers
Ratio of
expenses
to average
net assets
after
waivers 3
Ratio
of net
income
to
average
net
assets 3
Class R-5:                          
Year ended 4/30/2013 $30.60 $.81 $   4.48 $   5.29 $(.81)    $ — $  (.81) $35.08 17.63% $1,504 .35% .35% 2.57%
Year ended 4/30/2012 29.66 .75 .97 1.72 (.78) (.78) 30.60 6.09 1,236 .35 .35 2.65
Year ended 4/30/2011 25.83 .76 3.82 4.58 (.75) (.75) 29.66 18.14 1,021 .36 .36 2.92
Year ended 4/30/2010 19.80 .72 6.05 6.77 (.74) (.74) 25.83 34.62 868 .42 .42 3.08
Year ended 4/30/2009 31.92 .70 (11.53) (10.83) (.79) (.50) (1.29) 19.80 (34.31) 1,129 .39 .37 2.91
Class R-6:                          
Year ended 4/30/2013 30.62 .82 4.49 5.31 (.83) (.83) 35.10 17.68 2,943 .30 .30 2.61
Year ended 4/30/2012 29.68 .76 .97 1.73 (.79) (.79) 30.62 6.14 1,914 .31 .31 2.68
Year ended 4/30/2011 25.85 .77 3.82 4.59 (.76) (.76) 29.68 18.18 1,401 .31 .31 2.91
Year ended 4/30/2010 19.95 .71 5.93 6.64 (.74) (.74) 25.85 33.79 807 .37 .37 3.03

 

  Year ended April 30
  2013 2012 2011 2010 2009
Portfolio turnover rate for all share classes 22% 22% 25% 22% 39%
1 Based on average shares outstanding.
2 Total returns exclude any applicable sales charges, including contingent deferred sales charges.
3 This column reflects the impact, if any, of certain waivers from Capital Research and Management Company and Washington Management Corporation. During some of the periods shown, Capital Research and Management Company and Washington Management Corporation reduced fees for investment advisory services and business management services, respectively.
4 Based on operations for the period shown and, accordingly, is not representative of a full year.
5 Annualized.
Washington Mutual Investors Fund / Prospectus 38
 

 

       
  For shareholder services American Funds Service Company
(800) 421-4225
 
  For retirement plan services Call your employer or plan administrator  
  For 529 plans American Funds Service Company
(800) 421-4225, ext. 529
 
  For 24-hour information American FundsLine
(800) 325-3590
americanfunds.com
For Class R share 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, 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).

Program description  The CollegeAmerica® 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 email 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) 421-4225 or write to the secretary of the fund at 6455 Irvine Center Drive, Irvine, California 92618.

Securities Investor Protection Corporation (SIPC)  Shareholders may obtain information about SIPC® on its website at sipc.org or by calling (202) 371-8300.

 

MFGEPRX-001-0713P Litho in USA CGD/RRD/8023 Investment Company File No. 811-00604

 

 

 

THE FUND MAKES AVAILABLE A SPANISH TRANSLATION OF THE ABOVE PROSPECTUS IN CONNECTION WITH THE PUBLIC OFFERING AND SALE OF ITS SHARES. THE ENGLISH LANGUAGE PROSPECTUS ABOVE IS A FAIR AND ACCURATE REPRESENTATION OF THE SPANISH EQUIVALENT.

 

/s/ VINCENT P. CORTI
  VINCENT P. CORTI
  SECRETARY

 

 

 

Washington Mutual Investors Fund SM

Part B
Statement of Additional Information

July 1, 2013

This document is not a prospectus but should be read in conjunction with the current prospectus of Washington Mutual Investors Fund (the “fund”) dated July 1, 2013. You may obtain a prospectus from your financial advisor or by writing to the fund at the following address:

Washington Mutual Investors Fund
Attention: Secretary

6455 Irvine Center Drive
Irvine, California 92618
(866) 421-2166

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 advisor, investment dealer, plan recordkeeper or employer for more information.

Class A AWSHX Class 529-A CWMAX Class R-1 RWMAX
Class B WSHBX Class 529-B CWMBX Class R-2 RWMBX
Class C WSHCX Class 529-C CWMCX Class R-3 RWMCX
Class F-1 WSHFX Class 529-E CWMEX Class R-4 RWMEX
Class F-2 WMFFX Class 529-F-1 CWMFX Class R-5 RWMFX
        Class R-6 RWMGX

 

 

Table of Contents

Item Page no.

Certain investment limitations and guidelines 2

Description of certain securities and investment techniques 3

Fund policies 7

Management of the fund 9

Execution of portfolio transactions 39

Disclosure of portfolio holdings 42

Price of shares 44

Taxes and distributions 47

Purchase and exchange of shares 50

Sales charges 55

Sales charge reductions and waivers 58

Selling shares 62

Shareholder account services and privileges 63

General information 66

Investment portfolio
Financial statements

Washington Mutual Investors Fund - Page 1
 

 

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.

General guideline

· As set forth in its prospectus, generally, common stocks and securities convertible into common stocks meeting the fund’s Investment Standards and of issuers on the fund’s Eligible List may be purchased by the fund; however, the fund may also hold, to a limited extent, short-term U.S. government securities, other money market instruments, cash and cash equivalents.

* * * * * *

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

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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. Holders of equity securities are not creditors of the issuer. As such, if an issuer liquidates, holders of equity securities are entitled to their pro rata share of the issuer’s assets, if any, after creditors (including the holders of fixed income securities and senior equity securities) are paid.

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.

The growth-oriented, equity-type securities generally purchased by the fund may involve large price swings and potential for loss. To the extent the fund invests in income-oriented, equity-type securities, income provided by the fund may be reduced by changes in the dividend policies of, and the capital resources available at, the companies in which the fund invests.

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 ordinarily do not have voting rights and, prior to conversion, may pay a fixed rate of interest or a dividend. They may have preference over common stocks with respect to dividends and any residual assets after payment to creditors should the issuer be dissolved. 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.

Securities of issuers outside the U.S. — The fund may invest up to 10% of its assets in securities of certain companies domiciled outside of the United States (that is, not organized under the laws of the United States or any state thereof or the District of Columbia) and not included in the Standard & Poor’s 500 Composite Index as further described below under "The fund and its investment policies." Securities of issuers domiciled outside the U.S. may be subject to certain risks different from those of investing in U.S. based companies. These include less publicly available information about issuers and securities, different accounting, auditing and financial reporting regulations and practices, changing economic, political and social conditions, and risks associated with foreign currency exchange rates and foreign trading markets. These securities, when held by the fund, are usually in the form of American Depositary Receipts (“ADRs”) which are typically issued by a U.S. bank or trust company evidencing ownership of an underlying foreign security. Investing in securities of issuers domiciled outside the U.S. that are traded in the U.S. or through ADRs may help to avoid certain foreign currency risks. Investing through ADRs may, however, make it more difficult to exercise all of the rights that customarily attach to share ownership.

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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 high 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 (“FHFA”). Simultaneously, the U.S. Treasury made a commitment of indefinite duration to maintain the positive net worth of both firms. As conservator, the FHFA has the authority to repudiate any contract either firm has entered into prior to FHFA’s appointment as conservator (or receiver should either firm go into default) if the FHFA, in its sole discretion determines that performance of the contract is burdensome and repudiation would promote the orderly administration of Fannie Mae’s or Freddie Mac’s affairs. While the FHFA has indicated that it does not intend to repudiate the guaranty obligations of either entity, doing so could adversely affect holders of their mortgage-backed securities. For example, if a contract were repudiated, the liability for any direct compensatory damages would accrue to the entity’s conservatorship estate and could only be satisfied to the extent the estate had available assets. As a result, if interest payments on Fannie Mae or Freddie Mac mortgage-backed securities held by the fund were reduced because underlying borrowers failed to make payments or such payments were not advanced by a loan servicer, the fund’s only recourse might be against the conservatorship estate, which might not have sufficient assets to offset any shortfalls.

The FHFA, in its capacity as conservator, has the power to transfer or sell any asset or liability of Fannie Mae or Freddie Mac. The FHFA has indicated it has no current intention to do this; however, should it do so a holder of a Fannie Mae or Freddie Mac mortgage-backed security would have to rely on another party for satisfaction of the guaranty obligations and would be exposed to the credit risk of that party.

Certain rights provided to holders of mortgage-backed securities issued by Fannie Mae or Freddie Mac under their operative documents may not be enforceable against FHFA, or enforcement may be delayed during the course of the conservatorship or any future receivership. For example, the operative documents may provide that upon the occurrence of an event of default by Fannie Mae or

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Freddie Mac, holders of a requisite percentage of the mortgage-backed security may replace the entity as trustee. However, under the Federal Housing Finance Regulatory Reform Act of 2008, holders may not enforce this right if the event of default arises solely because a conservator or receiver has been appointed.

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 that 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.

* * * * * *

Portfolio turnover — The fund’s portfolio turnover rates for the fiscal years ended April 30, 2013 and 2012 were 22% and 22%, respectively. The portfolio turnover rate would equal 100% if each security in a fund’s portfolio was replaced once per year. See “Financial highlights” in the prospectus for the fund’s annual portfolio turnover for each of the last five fiscal years.

With the fund’s focus on long-term investing, the fund does not typically engage in high portfolio turnover (100% or more). High turnover generates greater transaction costs in the form of dealer spreads or brokerage commissions. It may also result in the realization of excessive short-term capital gains, which are taxable at the highest rate when distributed to shareholders, unless the shareholder is exempt from taxation or his or her account is tax-favored. 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.

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The fund and its investment policies

The fund has Investment Standards based upon criteria originally established by the United States District Court for the District of Columbia for determining the eligibility of securities under the Court’s Legal List procedure which was in effect for many years. The fund has an Eligible List of investments based upon its Investment Standards. The fund’s Investment Standards encompass numerous criteria that govern which securities may be included on the fund’s Eligible List. Currently, those criteria include, for example: ( i ) a security shall be listed on the New York Stock Exchange (“NYSE”) or meet the financial listing requirements of the NYSE (the applicable listing requirements are set forth in Section 1 of the Listed Company Manual of the NYSE); ( ii ) most companies must have fully earned their dividends in at least four of the past five years (with the exception of certain banking institutions) and paid a dividend in at least eight of the past ten years; ( iii ) issuing companies must meet both initial and ongoing market capitalization requirements; ( iv ) non-dividend paying companies are limited to 5% of the fund’s total assets at the time of the investment and must meet other additional requirements which are generally more stringent than the fund’s other standards applicable to dividend paying companies; ( v ) the ratio of current assets to liabilities for most individual companies must be at least 1.5 to 1, or their bonds must be rated at least investment grade by Standard & Poor’s; ( vi ) banks, insurance companies and other financial institutions must have capital funds of at least $1 billion; and ( vii ) companies must not derive the majority of their revenues from alcohol or tobacco products.

Although the fund generally invests in U.S. companies, the fund may invest up to 10% of its assets in securities of certain companies domiciled outside the United States if they meet the fund’s Investment Standards, including certain requirements designed specifically for companies domiciled outside the U.S. Among other things, the Investment Standards require that any such company must have an economic nexus to the U.S. and must have a security, typically an ADR, which trades regularly in the U.S. Companies that are included in the Standard & Poor’s 500 Composite Index do not count towards this 10% limit. This Index may, from time to time, include a few companies whose corporate domiciles are outside the U.S. The fund may also hold securities of companies domiciled outside the U.S. when such companies have merged with or otherwise acquired a company in which the fund held shares at the time of the merger.

The Investment Standards are periodically reviewed by the fund’s board of trustees, investment adviser and business manager. Although the Investment Standards are not changed frequently, modifications may be made, with the approval of the fund’s board of trustees, as a result of economic, market or corporate developments. The investment adviser is required to select the fund’s investments exclusively from the issuers on the Eligible List. The investment adviser monitors the Eligible List and makes recommendations to the board of trustees of additions to, or deletions from, the Eligible List for continued compliance with the fund’s Investment Standards.

It is believed that in applying the above disciplines and procedures, the fund makes available to pension and profit-sharing trustees and other fiduciaries a prudent stock investment and a continuity of investment quality which it has always been the policy of the fund to provide. However, fiduciary investment responsibility and the Prudent Investor Rule, pursuant to which a fiduciary is generally required to invest and manage trust assets as a prudent investor would, involve a mixed question of law and fact which cannot be conclusively determined in advance. Moreover, recent changes to the Prudent Investor Rule in some jurisdictions speak to an allocation of funds among a variety of investments. Therefore, each fiduciary should examine the common stock portfolio of the fund to see that it, along with other investments, meets the requirements of the specific trust. The Investment Standards are not part of the fund’s Investment Restrictions discussed below.

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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 U.S. Securities and Exchange Commission (“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.

3. The fund may not invest more than 5% of net assets in money market instruments, after allowing for sales of portfolio securities and fund shares within 30 days and the accumulation of cash balances representing undistributed net investment income and realized capital gains, in order to maintain a fully invested portfolio.

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.

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Additional information about the fund’s policies — The information below is not part of the fund’s fundamental or nonfundamental 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. Information is also provided regarding the fund’s current intention with respect to certain investment practices permitted by the 1940 Act.

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. Additionally, the fund may borrow up to 5% of its total assets from banks or other lenders for temporary purposes (a loan is presumed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed).

For purposes of fundamental policy 1b, a senior security does not include any promissory note or evidence of indebtedness if such loan is for temporary purposes only and in an amount not exceeding 5% of the value of the total assets of the fund at the time the loan is made (a loan is presumed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed). Further, to the extent the fund covers its commitments under certain types of agreements and transactions, including reverse repurchase agreements, mortgage-dollar-roll transactions, sale-buybacks, when-issued, delayed-delivery, or forward commitment transactions, and other similar trading practices, by segregating or earmarking liquid assets equal in value to the amount of the fund’s commitment, such agreement or transaction will not be considered a senior security by the fund.

For purposes of fundamental policy 1c, the policy will not apply to the fund to the extent the fund may be deemed an underwriter within the meaning of the 1933 Act in connection with the purchase and sale of fund portfolio securities in the ordinary course of pursuing its investment objectives and strategies.

For purposes of fundamental policy 1e, the fund may not lend more than 33-1/3% of its total assets, provided that this limitation shall not apply to the fund’s purchase of debt obligations.

For purposes of fundamental policy 1f, the fund may not invest more than 25% of its total assets in the securities of issuers in a particular industry. This policy does not apply to investments in securities of the U.S. Government, its agencies or Government Sponsored Enterprises or repurchase agreements with respect thereto.

The fund currently does not intend to engage in securities lending, purchase securities on margin, sell securities short or invest in puts, calls, straddles or spreads or combinations thereof.

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Management of the fund

Board of trustees and officers

“Independent” trustees 1

The fund’s nominating and governance committee and board select independent trustees with a view toward constituting a board that, as a body, possesses the qualifications, skills, attributes and experience to appropriately oversee the actions of the fund’s service providers, decide upon matters of general policy and represent the long-term interests of fund shareholders. In doing so, they consider the qualifications, skills, attributes and experience of the current board members, with a view toward maintaining a board that is diverse in viewpoint, experience, education and skills.

The fund seeks independent trustees who have high ethical standards and the highest levels of integrity and commitment, who have inquiring and independent minds, mature judgment, good communication skills, and other complementary personal qualifications and skills that enable them to function effectively in the context of the fund’s board and committee structure and who have the ability and willingness to dedicate sufficient time to effectively fulfill their duties and responsibilities.

Each independent trustee has a significant record of accomplishments in governance, business, not-for-profit organizations, government service, academia, law, accounting or other professions. Although no single list could identify all experience upon which the fund’s independent trustees draw in connection with their service, the following table summarizes key experience for each independent trustee. These references to the qualifications, attributes and skills of the trustees are pursuant to the disclosure requirements of the SEC, and shall not be deemed to impose any greater responsibility or liability on any trustee or the board as a whole. Notwithstanding the accomplishments listed below, none of the independent trustees is considered an “expert” within the meaning of the federal securities laws with respect to information in the fund’s registration statement.

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Name, age and
position with fund
(year first elected
as a trustee 2 )
Principal occupation(s)
during the
past five years
Number of
portfolios 3
overseen
by
trustee
Other directorships 4 held
by trustee during the past five years
Other relevant experience
Charles E. Andrews, 61
Trustee (2013)
CEO, MorganFranklin Consulting (business consulting and technology solutions); Consultant and corporate director; former President, RSM McGladrey, Inc. (professional services) 1

Marriott Vacations Worldwide Corporation; NVR, Inc.; WashingtonFirst Bankshares, Inc.

 

Former director of U-Store-It (until 2009); Six Flags (until 2010)

·    Service as chief executive officer

·    Service as chief financial officer

·    Corporate board experience

·    Chartered Global Management Accountant

·    Certified Public Accountant

·    Service on boards of community and non-profit organizations

Nariman Farvardin, 56
Trustee (2007)
President, Stevens Institute of Technology; former Senior Vice President for Academic Affairs & Provost, University of Maryland 3 JPMorgan Value Opportunities Fund, Inc.

·    Senior management experience, educational institution

·    Corporate board experience

·    Professor, electrical and computer engineering

·    Service on advisory boards and councils for educational, non-profit and governmental organizations

·    M.S. and Ph.D., Electrical Engineering

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Name, age and
position with fund
(year first elected
as a trustee 2 )
Principal occupation(s)
during the
past five years
Number of
portfolios 3
overseen
by
trustee
Other directorships 4 held
by trustee during the past five years
Other relevant experience
Barbara Hackman Franklin, 73
Trustee (2005)
President and CEO, Barbara Franklin Enterprises (international business and corporate governance consulting) 3

Aetna, Inc.; JPMorgan Value Opportunities Fund, Inc.

 

Former director of The Dow Chemical Company
(until 2012)

·    Former U.S. Secretary of Commerce

·    Former Commissioner, U.S. Consumer Product Safety Commission

·    Former White House staff member

·    Corporate board experience

·    Service on advisory councils and commissions for industry, accounting, international and governmental organizations

·    Chairman, National Association of Corporate Directors

·    Business consulting

·    M.B.A.

Mary Davis Holt, 62
Trustee (2010)
Partner, Flynn Heath Holt Leadership, LLC (leadership consulting); former COO, Time Life, Inc. (1991-2003) 1 None

·    Senior corporate management experience

·    Corporate board experience

·    Service on advisory and trustee boards for educational, business and non-profit organizations

·    M.B.A.

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Name, age and
position with fund
(year first elected
as a trustee 2 )
Principal occupation(s)
during the
past five years
Number of
portfolios 3
overseen
by
trustee
Other directorships 4 held
by trustee during the past five years
Other relevant experience
R. Clark Hooper, 66
Trustee (2003)
Private investor 71 JPMorgan Value Opportunities Fund, Inc.; The Swiss Helvetia Fund, Inc.

·    Senior regulatory and management experience, National Association of Securities Dealers (now FINRA)

·    Service on trustee boards for charitable, educational and nonprofit organizations

James C. Miller III, 71
Trustee (1992)
Senior Advisor, Husch Blackwell LLP (economic, financial and regulatory consulting) 3 Clean Energy Fuels Corporation; JPMorgan Value Opportunities Fund, Inc.

·    Former Chairman, U.S. Federal Trade Commission

·    Former Director, U.S. Office of Management and Budget

·    Former Chairman, U.S. Postal Service

·    Corporate board experience

·    Service as Chief Executive Officer

·    Economic consulting

·    B.B.A. and Ph.D., Economics

Donald L. Nickles, 64
Trustee (2007)
Chairman and CEO, The Nickles Group (consulting and business venture firm) 1

Valero Energy Corporation

 

Former director of JPMorgan Value Opportunities Fund, Inc. (until 2011); Chesapeake Energy Corporation (until 2012)

·    Service as U.S. Senator, including Senate leadership positions

·    Corporate board experience

·    Business management experience

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Name, age and
position with fund
(year first elected
as a trustee 2 )
Principal occupation(s)
during the
past five years
Number of
portfolios 3
overseen
by
trustee
Other directorships 4 held
by trustee during the past five years
Other relevant experience
William J. Shaw, 67
Trustee (2009)
Chairman of the Board, Marriott Vacations Worldwide Corporation; former Vice Chairman (until 2011); and former President and COO (until 2009), Marriott International, Inc. 3

The Carlyle Group; Marriott Vacations Worldwide Corporation

 

Former director of Marriott International, Inc. (until 2011)

·    Corporate board experience

·    Service as Chief Operating Officer

·    Service as Chief Financial Officer

·    Service on advisory and trustee boards for charitable, educational and non-profit organizations

·    M.B.A.

J. Knox Singleton, 64
Chairman of the Board (Independent and Non-Executive) (2001)
President and CEO, INOVA Health System 3 Healthcare Realty Trust, Inc.; JPMorgan Value Opportunities Fund, Inc.

·    Corporate board experience

·    Service as Chief Executive Officer

·    Service on boards of community and non-profit organizations

·    M.S., Health Administration

Lydia W. Thomas, 68
Trustee (2010)
Corporate director; former President and CEO, Noblis, Inc. (nonprofit science, technology and strategy organization) 1 Cabot Corporation; Mueller Water Products, Inc.

·    Corporate board experience

·    Service as Chief Executive Officer

·    Service on advisory boards and councils for business, national security, educational and governmental organizations

·    M.S., Microbiology; Ph.D., Cytology

 

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“Interested” trustees 5,6

Interested trustees have similar qualifications, skills and attributes as the independent trustees. Interested trustees are officers and/or directors of Capital Research and Management Company or its affiliates, or are former officers and/or directors of Washington Management Corporation, the fund’s business manager, a wholly-owned subsidiary of Capital Research and Management Company. Such management roles with the fund’s service providers also permit the interested trustees to make a significant contribution to the fund’s board.

Name, age and
position with fund
(year first elected
as a trustee/officer 2 )
Principal occupation(s)
during the
past five years
and positions
held with affiliated
entities or the
Principal Underwriter
of the fund
Number of
portfolios 3
overseen
by trustee
Other directorships 4
held by trustee
during the
past five years
Alan N. Berro, 52
Vice Chairman of the Board and President (2012)
Senior Vice President – Capital World Investors, Capital Research and Management Company 1 None
Paul F. Roye, 59
Trustee (2012)
Senior Vice President – Fund Business Management Group, Capital Research and Management Company; Director, American Funds Service Company* 12 None
Jeffrey L. Steele, 67
Trustee (2000)
Former President and Director, Washington Management Corporation* 3 JPMorgan Value Opportunities Fund, Inc.

 

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Other officers 6

Name, age and
position with fund
(year first elected
as an officer 2 )
Principal occupation(s) during the past five years
and positions held with affiliated entities
or the Principal Underwriter of the fund
Michael W. Stockton, 46
Senior Vice President (1995)
Vice President – Fund Business Management Group, Capital Research and Management Company
Donald H. Rolfe, 41
Vice President (2013)
Chief Compliance Officer, Capital Research Company*; Chief Compliance Officer, Capital Research and Management Company; Vice President and Senior Counsel – Fund Business Management Group, Capital Research and Management Company
Vincent P. Corti, 57
Secretary (2013)
Vice President – Fund Business Management Group, Capital Research and Management Company
Brian D. Bullard, 43
Treasurer (2013)
Senior Vice President – Fund Business Management Group, Capital Research and Management Company; former Chief Accountant – Division of Investment Management, U.S. Securities and Exchange Commission
Jennifer L. Butler, 47
Assistant Secretary (2005)
Assistant Vice President – Fund Business Management Group, Capital Research and Management Company
Dori Laskin, 61
Assistant Treasurer (2013)
Vice President – Fund Business Management Group, Capital Research and Management Company
Neal F. Wellons, 42
Assistant Treasurer (2013)
Vice President – Fund Business Management Group, Capital Research and Management Company

 

* 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 Includes service as a director or officer of the fund’s predecessor, Washington Mutual Investors Fund, Inc., a Maryland corporation. Trustees and officers of the fund serve until their resignation, removal or retirement.
3 Reflects funds managed by Capital Research and Management Company, including the American Funds; American Funds Insurance Series,® which serves as the underlying investment vehicle for certain variable insurance contracts; American Funds Target Date Retirement Series,® which is available through tax-favored retirement plans and IRAs; American Funds Portfolio Series; SM and American Funds College Target Date Series, SM and funds managed by Capital Guardian Trust Company, including Capital Group Emerging Markets Total Opportunities Fund® and Capital Group Private Client Services Funds. SM
4 This includes all directorships/trusteeships (other than those in the American Funds or other funds managed by Capital Research and Management Company or its affiliates) that are held by each trustee as a director/trustee of a public company or a registered investment company. Unless otherwise noted, all directorships/trusteeships are current.
5 “Interested persons” of the fund within the meaning of the 1940 Act, on the basis of their current or former affiliation with the fund’s investment adviser, Capital Research and Management Company, or affiliated entities (including the fund’s principal underwriter and business manager).
6 All of the trustees and officers listed are officers and/or directors/trustees of one or more other funds for which Capital Research and Management Company serves as investment adviser.

The address for all trustees and officers of the fund is 6455 Irvine Center Drive, Irvine, California 92618, Attention: Secretary.

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Fund shares owned by trustees as of December 31, 2012:

Name Dollar range 1
of fund
shares owned
Aggregate
dollar range 1
of shares
owned in
all funds
in the
American Funds
family overseen
by trustee
Dollar
range 1,2 of
independent
trustees
deferred compensation 3 allocated
to fund
Aggregate
dollar
range 1,2 of
independent
trustees
deferred
compensation 3 allocated to
all funds
within
American Funds
family overseen
by trustee

“Independent” trustees
Charles E. Andrews 5 Over $100,000 Over $100,000 N/A N/A
Nariman Farvardin $10,001 – $50,000 $10,001 – $50,000 Over $100,000 Over $100,000
Barbara Hackman Franklin Over $100,000 Over $100,000 N/A N/A
Mary Davis Holt $10,001 – $50,000 $10,001 – $50,000 N/A N/A
R. Clark Hooper $10,001 – $50,000 Over $100,000 Over $100,000 Over $100,000
James C. Miller III Over $100,000 Over $100,000 N/A N/A
Donald L. Nickles Over $100,000 Over $100,000 Over $100,000 Over $100,000
William J. Shaw Over $100,000 Over $100,000 N/A N/A
J. Knox Singleton Over $100,000 Over $100,000 Over $100,000 Over $100,000
Lydia W. Thomas $50,001 – $100,000 $50,001 – $100,000 N/A N/A

 

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Name Dollar range 1
of fund
shares owned
Aggregate
dollar range 1
of shares
owned in
all funds
in the
American Funds
family overseen
by trustee

“Interested” trustees 4
Alan N. Berro Over $100,000 Over $100,000
Paul F. Roye Over $100,000 Over $100,000
Jeffrey L. Steele 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 N/A indicates that the listed individual, as of December 31, 2012, was not a trustee of a particular fund, did not allocate deferred compensation to the fund or did not participate in the deferred compensation plan.
3 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.
4 “Interested persons” of the fund within the meaning of the 1940 Act, on the basis of their current or former affiliation with the fund’s investment adviser, Capital Research and Management Company, or affiliated entities (including the fund’s principal underwriter and business manager).
5 Mr. Andrews was elected to the board on March 21, 2013. His ownership information is as of April 30, 2013.

Trustee compensation — No compensation is paid by the fund to any officer or trustee who is a trustee, officer or employee of the business manager, the investment adviser or its affiliates. Except for the independent trustees listed in the “Board of trustees and officers — ‘Independent’ trustees” table under the “Management of the fund” section in this statement of additional information, all other officers and trustees of the fund are directors, officers or employees of the investment adviser or its affiliates or a former officer and/or director of Washington Management Corporation, the fund’s business manager. The fund pays annual fees of $113,000 to independent trustees, plus an annual fee of $10,000 for the audit committee chair and an annual fee of $6,000 for other committee chairs. An independent trustee who is chairman of the board (an independent chair ) also receives an additional fee of $40,000, which is paid by the fund or shared based on the relative board meeting fee if serving multiple funds.

In addition, the fund generally pays to independent trustees fees of ( a ) $3,000 for each board of trustees meeting attended and ( b ) $3,000 for each meeting attended as a member of a committee of the board of trustees. Independent trustees also receive attendance fees of $3,000 per day for each trustee seminar or information session organized by the investment adviser as well as for attendance at mutual fund industry related conferences and seminars.

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.

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Trustee compensation earned during the fiscal year ended April 30, 2013:

Name Aggregate compensation
(including voluntarily
deferred compensation 1 )
from the Fund
Total compensation (including
voluntarily deferred
compensation 1 )
from all funds managed by
Capital Research and
Management
Company or its affiliates 2
Charles E. Andrews $  15,000 $  15,000
Nariman Farvardin 3 134,435 152,740
Barbara Hackman Franklin 140,350 157,425
Mary Davis Holt 149,700 149,700
R. Clark Hooper 3 135,784 521,314
James C. Miller III 151,587 181,663
Donald L. Nickles 3 131,700 131,700
William J. Shaw 144,997 171,303
J. Knox Singleton 3 168,510 203,990
Lydia W. Thomas 135,050 135,050
1 Amounts may be deferred by eligible trustees under a nonqualified deferred compensation plan adopted by the fund in 1994. Deferred amounts accumulate at an earnings rate determined by the total return of one or more American Funds as designated by the trustees.
2 Reflects funds managed by Capital Research and Management Company, including the American Funds; American Funds Insurance Series,® which serves as the underlying investment vehicle for certain variable insurance contracts; American Funds Target Date Retirement Series,® which is available through tax-favored retirement plans and IRAs; American Funds Portfolio Series; SM and American Funds College Target Date Series.
3 Since the deferred compensation plan’s adoption, the total amount of deferred compensation accrued by the fund (plus earnings thereon) through the end of the 2013 fiscal year for participating trustees is as follows: Nariman Farvardin ($607,847), R. Clark Hooper ($180,592) Donald L. Nickles ($843,366) and J. Knox Singleton ($1,888,673). Amounts deferred and accumulated earnings thereon are not funded and are general unsecured liabilities of the fund until paid to the trustees.

As of June 1, 2013, 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 Delaware corporation in 1952, was reincorporated in Maryland in 1990, and was most recently reorganized as a Delaware statutory trust on July 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.

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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 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.

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Leadership structure — The board’s chair is currently an independent trustee who is not an “interested person” of the fund within the meaning of the 1940 Act. The board has determined that an independent chair facilitates oversight and enhances the effectiveness of the board. The independent chair’s duties include, without limitation, generally presiding at meetings of the board, approving board meeting schedules and agendas, leading meetings of the independent trustees in executive session, facilitating communication with committee chairs, and serving as the principal independent trustee contact for fund management and independent fund counsel.

Risk oversight — Day-to-day management of the fund, including risk management, is the responsibility of the fund’s contractual service providers, including the fund’s investment adviser, business manager, principal underwriter/distributor and transfer agent. Each of these entities is responsible for specific portions of the fund’s operations, including the processes and associated risks relating to the fund’s investments, integrity of cash movements, financial reporting, operations and compliance. The board of trustees oversees the service providers’ discharge of their responsibilities, including the processes they use to manage relevant risks. In that regard, the board receives reports regarding the operations of the fund’s service providers , including risks. For example, the board receives reports from investment professionals regarding risks related to the fund’s investments and trading. The board also receives compliance reports from the fund’s and the investment adviser’s chief compliance officers addressing certain areas of risk.

Committees of the fund’s board, as well as joint committees of independent board members of funds managed by Capital Research and Management Company, also explore risk management procedures in particular areas and then report back to the full board. For example, the fund’s audit committee oversees the processes and certain attendant risks relating to financial reporting, valuation of fund assets, and related controls. Similarly, a joint review and advisory committee oversees certain risk controls relating to the fund’s transfer agency services.

Not all risks that may affect the fund can be identified or processes and controls developed to eliminate or mitigate their effect. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve the fund’s objectives. As a result of the foregoing and other factors, the ability of the fund’s service providers to eliminate or mitigate risks is subject to limitations.

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Committees of the board of trustees — The fund has an audit committee comprised of Charles E. Andrews, Mary Davis Holt, R. Clark Hooper, James C. Miller III (Chair) and William J. Shaw, 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. The audit committee held six meetings during the 2013 fiscal year.

The fund has a contracts committee comprised of all independent trustees, 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, Business Management 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. The contracts committee is a recently organized committee, which replaced the prior board committee that considered contract renewal matters. The predecessor board committee held one meeting during the 2013 fiscal year.

The fund has a nominating and governance committee comprised of all independent trustees, 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. The nominating and governance committee is a recently amended committee structure which formerly met as a governance committee for governance and contracts matters. The predecessor fund committee that considered governance matters held one meeting during the 2013 fiscal year.

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Trustees emeritus

The board of trustees has named certain retired board members of the fund to the position of trustee emeritus. Trustees emeritus are invited to attend board meetings but do not have any of the duties or responsibilities of board members. They may be consulted from time to time by the board, primarily with respect to their prior board experience.

Trustees emeritus who served as independent board members receive an annual retainer of $55,000 and a per meeting fee of $1,000. The fund’s current emeritus trustees are Cyrus A. Ansary, Daniel J. Callahan III, James H. Lemon, Jr., Harry J. Lister, Katherine D. Ortega and T. Eugene Smith.

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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 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 generally provide guidance with respect to the Principles through a joint proxy committee of the American Funds.

The investment adviser seeks to vote all U.S. proxies; however, in certain circumstances it may be impracticable or impossible to do so. 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 or other individual 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 board member of one or more American Funds is also a board member 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) 421-4225, ( 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, 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.

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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.

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.

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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 June 1, 2013. 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.
Omnibus Account
Maryland Heights, MO
Record

Class A
Class B

Class 529-A

Class 529-B

17.39%

11.72

10.62

5.41

First Clearing, LLC
Custody Account
Saint Louis, MO
Record

Class A

Class C

Class F-1

9.15

11.35

22.03

Pershing, LLC
Jersey City, NJ
Record

Class A

Class B
Class C
Class F-1

Class F-2

5.15

6.35

6.43

16.73

12.70

Merrill Lynch
Omnibus Account
Jacksonville, FL
Record Class C
Class F-2

12.58

18.23

Morgan Stanley & Co., Inc.

Omnibus Account

Jersey City, NJ

Record

Class C

Class F-1

Class F-2

11.41

5.57

17.86

Raymond James

Omnibus Account

St. Petersburg, FL

Record Class C 5.24
National Financial Services, LLC
Omnibus Account
New York, NY
Record

Class F-1

Class F-2

17.57

11.23

UBS WM USA

Omnibus Account

Jersey City, NJ

Record Class F-1 7.61
Charles Schwab & Co., Inc.
Custody Account
San Francisco, CA
Record

Class F-1

Class F-2

Class R-4

Class R-5

6.23

9.26

7.89

6.13

Stifel Nicolaus & Co., Inc.

Omnibus Account

Saint Louis, MO

Record Class F-2 5.24
LPL Financial
Omnibus Account
San Diego, CA
Record Class F-2 5.01
Hartford Life Insurance Co. Separate Account
401K Plan
Hartford, CT
Record
Beneficial

Class R-1

 

40.41
ING Life Insurance & Annuity
Hartford, CT
Record

Class R-3

Class R-4

13.76

8.61

NFS, LLC

FEBO 401K Plan
Covington, KY

Record
Beneficial

Class R-4

Class R-5

Class R-6

9.11

7.30

10.04

John Hancock Life Insurance Co. USA

Omnibus Account

Boston, MA

Record Class R-5 22.06

JPMorgan Chase Bank

FBO Retirement Plans

New York, NY

Record Class R-5 7.13
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Name and address Ownership Ownership percentage

The Capital Group Companies

Retirement Plan

Los Angeles, CA

Record

Beneficial

Class R-5 5.68

American Funds 2020 Target Date

Retirement Fund

Los Angeles, CA

Record Class R-6 7.25

American Funds 2025 Target Date

Retirement Fund

Los Angeles, CA

Record Class R-6 6.54

American Funds 2030 Target Date

Retirement Fund

Los Angeles, CA

Record Class R-6 6.48

American Funds Balanced Portfolio

Irvine, CA

Record Class R-6 5.07

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.

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Business manager — Since its inception, the fund has operated under a Business Management Agreement with Washington Management Corporation or its predecessors. Pursuant to a merger agreement that became effective as of December 21, 2012, Washington Management Corporation is a wholly owned subsidiary of Capital Research and Management Company. The business manager maintains its principal business address at 333 South Hope Street, Los Angeles, CA 90071 and 6455 Irvine Center Drive, Irvine, CA 92618.

The business manager provides services necessary to carry on the fund’s general administrative and corporate affairs, and is responsible for monitoring the various services and operations of the fund. These services encompass matters relating to general corporate governance, regulatory compliance and monitoring of the fund’s contractual service providers, including custodian operations, shareholder services and fund share distribution functions, and includes the provision of all executive personnel, clerical staff, office space and equipment and certain accounting and record keeping facilities.

The fund pays all expenses not specifically assumed by the business manager, including but not limited to, custodian, transfer and dividend disbursing agency fees and expenses; costs of the designing, printing and mailing of reports, prospectuses, proxy statements and notices to its shareholders; expenses of shareholder meetings; taxes; insurance; expenses of the issuance, sale (including stock certificates, registration and qualification expenses), or repurchase of shares of the fund; legal and auditing expenses; expenses pursuant to the fund’s plans of distribution; fees and expense reimbursements paid to trustees; association dues; and costs of stationery and forms prepared exclusively for the fund.

The business manager has agreed to pay to the fund annually, immediately after the fiscal year end, the amount by which the total expenses of the fund for any particular fiscal year exceed an amount equal to 1% of the average net assets of the fund for the year. No such reimbursement was necessary during the most recently ended fiscal year. The expense limitation described above shall apply only to Class A shares issued by the fund and shall not apply to any other class(es) of shares the fund may issue. Any new class(es) of shares issued by the fund will not be subject to an expense limitation. However, notwithstanding the foregoing, to the extent the business manager is required to reduce its management fee due to the expenses of the Class A shares exceeding the stated limit, the reduction in the management fee will reduce the fund’s management fee expense similarly for all other classes of shares of the fund.

The business manager receives a monthly fee, accrued daily, at the annual rate of 0.1170% of the first $3 billion of the fund’s net assets, 0.0550% of net assets in excess of $3 billion but not exceeding $8 billion, 0.0430% of net assets in excess of $8 billion but not exceeding $12 billion, 0.0420% of net assets in excess of $12 billion but not exceeding $21 billion, 0.0400% of net assets in excess of $21 billion but not exceeding $44 billion, and 0.0375% of net assets in excess of $44 billion.

For the fiscal years ended April 30, 2013, 2012 and 2011, the business manager was entitled to receive from the fund fees of $25,375,000, $23,713,000, and $26,449,000, respectively.

The current Business Management Agreement, unless sooner terminated, will continue in effect until August 31, 2013, 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 Business Management 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 Business Management Agreement provides that the business manager has no liability to the fund for its acts or omissions in the performance of its obligations to the fund not involving willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations under the Business Management Agreement.

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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, D.C., 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 three equity investment divisions and fixed-income assets through its fixed-income division. The three equity investment divisions — Capital World Investors, Capital Research Global Investors and Capital International Investors — make investment decisions on an independent basis. Portfolio managers in Capital International Investors rely on a research team that also provides investment services to institutional clients and other accounts advised by affiliates of Capital Research and Management Company.

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 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 managers 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.

Portfolio managers 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 managers, 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 managers may be measured against one or more benchmarks, depending on his or her investment focus, such as: S&P 500, the securities that are eligible to be purchased by the fund, and a custom index of growth-income, equity-income and growth funds that have significant U.S. equity holdings and have an explicit income objective or focus. From time to time, Capital Research and Management Company may adjust or customize these benchmarks to better reflect the universe of comparably managed funds of competitive investment management firms.

Portfolio manager fund holdings and other managed accounts — As described below, portfolio managers may personally own shares of the fund. In addition, portfolio managers may manage portions of other mutual funds or accounts advised by Capital Research and Management Company or its affiliates.

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The following table reflects information as of April 30, 2013:

Portfolio
manager
Dollar range
of fund
shares
owned 1
Number
of other
registered
investment
companies (RICs)
for which
portfolio
manager
is a manager
(assets of RICs
in billions) 2
Number
of other
pooled
investment
vehicles (PIVs)
for which
portfolio
manager
is a manager
(assets of PIVs
in billions) 3
Number
of other
accounts
for which
portfolio
manager
is a manager
(assets of
other accounts
in billions) 4
Alan N. Berro Over $1,000,000 6 $97.0 None None
Gregory D. Johnson $100,001 – $500,000 2 $84.3 None None
Jeffrey T. Lager Over $1,000,000 2 $75.7 None None
Ronald B. Morrow $100,001 – $500,000 3 $201.0 None None
Eugene P. Stein Over $1,000,000 2 $75.7 None None
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 manager 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 managers and their families are not reflected.

Investment Advisory Agreement — The Investment Advisory Agreement (the “Agreement”) between the fund and the investment adviser will continue in effect until August 31, 2014, 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 misfeasance, 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 investment adviser and such subsidiary. Any such subsidiary adviser will be paid solely by the investment adviser out of its fees.

The investment adviser manages the investment portfolio of the fund subject to the policies established by the board of trustees and places orders for the fund’s portfolio securities transactions.

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As compensation for its services, the investment adviser receives a monthly fee, accrued daily, at the annual rate of .225% of the first $3 billion of the fund’s net assets, .21% of net assets in excess of $3 billion but not exceeding $8 billion, .20% of net assets in excess of $8 billion but not exceeding $21 billion, .195% of net assets in excess of $21 billion but not exceeding $34 billion, .19% of net assets in excess of $34 billion but not exceeding $55 billion, .185% of net assets in excess of $55 billion but not exceeding $71 billion, .18% of net assets in excess of $71 billion but not exceeding $89 billion and .177% of net assets in excess of $89 billion.

For the fiscal years ended April 30, 2013, 2012 and 2011, the investment adviser received from the fund management fees of $109,920,000, $101,579,000, and $97,775,000, respectively.

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Administrative services — The investment adviser and its affiliates provide certain administrative services for shareholders of the fund’s Class A, C, F, R and 529 shares. Services include, but are not limited to, coordinating, monitoring, assisting and overseeing third parties that provide services to fund shareholders.

These services are provided pursuant to an Administrative Services Agreement (the “Administrative Agreement”) between the fund and the investment adviser relating to the fund’s Class A, C, F, R and 529 shares. The Administrative Agreement will continue in effect until August 31, 2014, unless sooner renewed or 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 the members of the fund’s board 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 board members. 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 receives an administrative services fee at the annual rate of .01% of the average daily net assets of the fund attributable to Class A shares and .05% of the average daily net assets of the fund attributable to Class C, F, R and 529 shares for administrative services provided to these share classes. Administrative services fees are paid monthly and accrued daily.    

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During the 2013 fiscal year, administrative services fees were:

  Administrative services fee
Class A $4,059,000
Class C 850,000
Class F-1 1,331,000
Class F-2 529,000
Class 529-A 654,000
Class 529-B 32,000
Class 529-C 178,000
Class 529-E 34,000
Class 529-F-1 36,000
Class R-1 43,000
Class R-2 352,000
Class R-3 744,000
Class R-4 811,000
Class R-5 650,000
Class R-6 1,153,000

    

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Principal Underwriter and plans of distribution — American Funds Distributors, 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; and 12811 North Meridian Street, Carmel, IN 46032.

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 .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.

In addition, the fund reimburses the Principal Underwriter for advancing immediate service fees to qualified dealers and advisors 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 intermediaries, such as qualified dealers or financial advisors, in connection with investments in Class F-1, 529-F-1, 529-E, R-1, R-2, R-3 and R-4 shares.

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

  Fiscal year Commissions,
revenue
or fees retained
Allowance or
compensation
to dealers
Class A 2013 $6,351,000 $27,590,000
  2012 6,058,000 26,685,000
  2011 5,394,000 23,797,000
Class B 2013
  2012
  2011 3,000 62
Class C 2013 177,000 1,534,000
  2012 0 1,560,000
  2011 0 1,343,000
Class 529-A 2013 541,000 2,432,000
  2012 554,000 2,535,000
  2011 498,000 2,263,000
Class 529-B 2013
  2012
  2011 177 0
Class 529-C 2013 28,000 294,000
  2012 0 290,000
  2011 11,000 21,000

 

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.

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Following is a brief description of the Plans:

Class A and 529-A — For Class A and 529-A shares, up to .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 .25% for Class A shares and up to .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 15 months, provided that the reimbursement of such commissions does not cause the fund to exceed the annual expense limit. After 15 months, 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 .25% of the fund’s average daily net assets attributable to such shares for paying service-related expenses and .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:

Share class Service
related
payments 1
Distribution
related
payments 1
Total
allowable
under
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

 

1 Amounts in these columns represent the amounts approved by the board of trustees under the applicable Plan.
2 The fund may annually expend the amounts set forth in this column under the current Plans with the approval of the board of trustees.
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During the 2013 fiscal year, 12b-1 expenses accrued and paid, and if applicable, unpaid, were:

  12b-1 expenses 12b-1 unpaid liability
outstanding
Class A $96,242,000 $12,350,000
Class B 3,952,000 336,000
Class C 16,951,000 2,139,000
Class F-1 6,643,000 914,000
Class 529-A 2,861,000 407,000
Class 529-B 633,000 62,000
Class 529-C 3,524,000 562,000
Class 529-E 343,000 60,000
Class 529-F-1
Class R-1 845,000 146,000
Class R-2 5,230,000 897,000
Class R-3 7,407,000 1,225,000
Class R-4 4,039,000 635,000

 

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.

A portion of the fund’s 12b-1 expense is paid to financial advisors to compensate them for providing ongoing services. If you have questions regarding your investment in the fund or need assistance with your account, please contact your financial advisor. If you need a financial advisor, please call American Funds Distributors at (800) 421-4120 for assistance.

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 .10% on the first $30 billion of the net assets invested in Class 529 shares of the American Funds, .09% on net assets between $30 billion and $60 billion, .08% on net assets between $60 billion and $90 billion, .07% on net assets between $90 billion and $120 billion, and .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.

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Other compensation to dealers — As of July 2013, the top dealers (or their affiliates) that American Funds Distributors anticipates will receive additional compensation (as described in the prospectus) include:

AXA Advisors, LLC

Cadaret, Grant & Co., Inc.

Cambridge Investment Research, Inc.

Cetera Financial Group

Cetera Advisor Networks LLC

Cetera Advisors LLC

Cetera Financial Specialists LLC

Cetera Investment Services LLC

Commonwealth Financial Network

D.A. Davidson & Co.

Edward Jones

H. Beck, Inc.

Hefren-Tillotson, Inc.

HTK / Janney Montgomery Group

Hornor, Townsend & Kent, Inc.

Janney Montgomery Scott LLC

ING Financial Advisers, LLC

J. J. B. Hilliard, W. L. Lyons, LLC

Lincoln Network

Lincoln Financial Advisors Corporation

Lincoln Financial Securities Corporation

LPL Group

LPL Financial LLC

Uvest Investment Services

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, LLC

Morgan Stanley Smith Barney LLC

NFP Securities, Inc.

Northwestern Mutual Investment Services, LLC

NPH / Jackson National

Invest Financial Corporation

Investment Centers of America, Inc.

National Planning Corporation

SII Investments, Inc.

Park Avenue Securities LLC

PFS Investments Inc.

Raymond James Group

Morgan Keegan & Company, Inc.

Raymond James & Associates, Inc.

Raymond James Financial Services Inc.

RBC Capital Markets Corporation

Robert W. Baird & Co. Incorporated

Stifel, Nicolaus & Company, Incorporated

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The Advisor Group

FSC Securities Corporation

Royal Alliance Associates, Inc.

SagePoint Financial, Inc.

Transamerica Financial Advisors, Inc.

UBS Financial Services Inc.

Wells Fargo Network

First Clearing LLC

Wells Fargo Advisors Financial Network, LLC

Wells Fargo Advisors Investment Services Group

Wells Fargo Advisors Latin American Channel

Wells Fargo Advisors Private Client Group

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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, likely speed and reliability of the executions, the broker-dealer’s or execution venue’s ability to offer liquidity and anonymity and the potential for minimizing market impact. 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. 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.

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

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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 provides its trading desks with information regarding the relative value of services provided by particular broker-dealers. Neither the investment adviser nor the fund incurs any obligation to any broker-dealer to pay for research by generating trading commissions. 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 normally aggregates its respective purchases or sales and executes 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 normally aggregates such purchases or sales and executes 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.

Forward currency contracts are traded directly between currency traders (usually large commercial banks) and their customers. The cost to the fund of engaging in such contracts varies with factors such as the currency involved, the length of the contract period and the market conditions then prevailing. Because such contracts are entered into on a principal basis, their prices usually include undisclosed compensation to the market maker reflecting the spread between the bid and ask prices for the

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contracts. The fund may incur additional fees in connection with the purchase or sale of certain contracts.

Brokerage commissions paid on portfolio transactions for the fiscal years ended April 30, 2013, 2012 and 2011 amounted to $13,487,000, $13,512,000, and $18,307,000, respectively. The volume of trading activity decreased during the fiscal year ended April 30, 2012, resulting in a decrease in brokerage commissions paid on portfolio transactions.

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 recently completed 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 recently completed 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 recently completed fiscal year.

At the end of the fund’s most recently completed fiscal year, the fund’s regular broker-dealers included Goldman Sachs & Co., Citigroup Global Markets Inc. and Charles Schwab & Co., Inc. At the end of the fund’s most recently completed fiscal year, the fund held equity securities of Goldman Sachs Group, Inc. in the amount of $662,135,000, Citigroup, Inc. in the amount of $233,300,000 and Charles Schwab Corp. in the amount of $123,130,000.    

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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 within 30 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 business manager, custodian, outside counsel and auditor, each of which requires portfolio holdings information for legitimate business and fund oversight purposes, may receive the information earlier. See the “General information” section in this statement of additional information for further information about the fund’s custodian, outside counsel and auditor.

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.

 

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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.

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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 Transfer Agent may accept written orders for the sale of fund shares on a future date. These orders are subject to the Transfer Agent’s policies, which generally allow shareholders to provide a written request to sell shares at the net asset value on a specified date no more than five business days after receipt of the order by the Transfer Agent. Any request to sell shares on a future date will be rejected if the request is not in writing, if the requested transaction date is more than five business days after the Transfer Agent receives the request or if the request does not contain 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 New York Stock Exchange is open. If, for example, the New York Stock Exchange closes at 1 p.m. New York time, the fund’s share price would still be determined as of 4 p.m. New York time. In such example, portfolio securities traded on the New York Stock Exchange would be valued at their closing price unless the investment adviser determines that a fair value adjustment is appropriate due to subsequent events. 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 advised 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 generally 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 on which the security trades.

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Fixed-income securities, including short-term securities purchased with more than 60 days left to maturity, are generally valued at prices obtained from one or more pricing vendors. The pricing vendors base bond prices on, among other things, benchmark yields, transactions, bids, offers, quotations from dealers and trading systems, new issues, underlying equity of the issuer, interest rate volatilities, spreads and other relationships observed in the markets among comparable securities and proprietary pricing models such as yield measures calculated using factors such as cash flows, prepayment information, default rates, delinquency and loss assumptions, financial or collateral characteristics or performance, credit enhancements, liquidation value calculations, specific deal information and other reference data. The fund’s investment adviser performs certain checks on vendor prices prior to calculation of the fund’s net asset value. When the investment adviser deems it appropriate to do so (such as when vendor prices are unavailable or not deemed to be representative), fixed-income securities will be valued in good faith at the mean quoted bid and ask prices that are reasonably and timely available (or bid prices, if ask prices are not available) or at prices for securities of comparable maturity, quality and type.

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 generally 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 ask prices, generally based on prices supplied by one or more pricing vendors.

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 other assets for which representative market quotations are not readily available or are considered unreliable by the investment adviser are valued at fair value as determined in good faith under fair value guidelines adopted by authority of 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

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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).

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 attributable to particular share classes, such as liabilities for repurchase of fund shares, are deducted from total assets attributable to such share classes.

Net assets so obtained for each share class are then 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 class.

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Taxes and distributions

Disclaimer: Some of the following information may not apply to certain shareholders, including those holding fund shares in a tax-favored account, such as a retirement plan or education savings account. Shareholders should consult their tax advisors about the application of federal, state and local tax law in light of their particular situation.

Taxation as a regulated investment company — The fund intends to qualify each year as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), so that it will not be liable for federal tax on income and capital gains distributed to shareholders. In order to qualify as a regulated investment company, and avoid being subject to federal income taxes, the fund intends to distribute substantially all of its net investment income and realized net capital gains on a fiscal year basis, and intends to comply with other tests applicable to regulated investment companies under Subchapter M.

The Code includes savings provisions allowing the fund to cure inadvertent failures of certain qualification tests required under Subchapter M. However, should the fund fail to qualify under Subchapter M, the fund would be subject to federal, and possibly state, corporate taxes on its taxable income and gains, and distributions to shareholders would be taxed as dividend income to the extent of the fund’s earnings and profits.

Amounts not distributed by the fund on a timely basis in accordance with a calendar year distribution requirement may be subject to a nondeductible 4% excise tax. Unless an applicable exception applies, to avoid the tax, the fund must distribute during each calendar year an amount equal to the sum of (1) at least 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, (2) at least 98.2% of its capital gains in excess of its capital losses for the twelve month period ending on October 31, and (3) all ordinary income and capital gains for previous years that were not distributed during such years.

Dividends paid by the fund from ordinary income or from an excess of net short-term capital gain over net long-term capital loss are taxable to shareholders as ordinary income dividends. For corporate shareholders, a portion of the fund’s ordinary income dividends may be eligible for the 70% deduction for dividends received by corporations to the extent the fund’s income consists of dividends paid by U.S. corporations. This deduction does not include dividends received from non-U.S. corporations and dividends on stocks the fund has not held for more than 45 days during the 90-day period beginning 45 days before the stock became ex-dividend (90 and 180 days for certain preferred stock). Corporate shareholders can only apply the lower rate to the qualified portion of a fund’s dividends if they have held the shares in the fund on which the dividends were paid for the applicable 45 day or 90 day holding period surrounding the ex-dividend date of the fund’s dividends.

The fund may declare a capital gain distribution consisting of the 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. For fund fiscal years beginning on or after December 22, 2010, capital losses may be carried forward indefinitely and retain their character as either short-term or long-term. Under prior law, net capital losses could be carried forward for eight tax years and were treated as short-term capital losses. The fund is required to use capital losses arising in fiscal years beginning on or after December 22, 2010 before using capital losses arising in fiscal years prior to December 22, 2010.

The fund may retain a portion of net capital gain for reinvestment and may elect to treat such capital gain as having been distributed to shareholders of the fund. Shareholders may receive a credit for the tax that the fund paid on such undistributed net capital gain and would increase the basis in their

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shares of the fund by the difference between the amount of includible gains and the tax deemed paid by the shareholder.

Distributions of net capital gain that the fund properly designates as a capital gain distribution 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. 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 capital gain distributions (including any undistributed amounts treated as distributed capital gains, as described above) during such six-month period.

Capital gain 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 capital gain 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.

Redemptions and exchanges of fund shares — 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.

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.

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 or no sales charge for shares of the fund, or of a different fund acquired before January 31 st of the year following the year the shareholder exchanged or otherwise disposed of the original fund shares, 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).

Tax consequences of investments in non-U.S. securities — 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.

If 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 fund may elect to pass through to shareholders the foreign taxes paid by the fund. If such an election is made, shareholders may 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. The application of the foreign tax credit depends upon the particular circumstances of each shareholder.

Foreign currency gains and losses, including the portion of gain or loss on the sale of debt securities attributable to fluctuations in foreign exchange rates, are generally taxable as ordinary income or loss. These gains or losses may increase or decrease the amount of dividends payable by the fund to shareholders. A fund may elect to treat gain and loss on certain foreign currency contracts as capital gain and loss instead of ordinary income or loss.

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If the fund invests in stock of certain passive foreign investment companies (PFICs), the fund intends to mark-to-market these securities and recognize any gains at the end of its fiscal and excise tax years. Deductions for losses are allowable only to the extent of any previously recognized gains. Both gains and losses will be treated as ordinary income or loss, and the fund is required to distribute any resulting income. If the fund is unable to identify an investment as a PFIC security and thus does not make a timely mark-to-market election, the fund may be subject to adverse tax consequences.

Other tax considerations — After the end of each calendar 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.

For fund shares acquired on or after January 1, 2012, the fund is required to report cost basis information for redemptions, including exchanges, to both shareholders and the IRS.

Shareholders may obtain more information about cost basis online at americanfunds.com/costbasis.

Under the backup withholding provisions of the Code, the fund generally will be required to withhold federal income tax on all payments (other than exempt-interest dividends) made to a shareholder if the shareholder either does not furnish the fund with the shareholder’s correct taxpayer identification number or fails to certify that the shareholder is not subject to backup withholding. Backup withholding also applies if the IRS notifies the shareholder or the fund that the taxpayer identification number provided by the shareholder is incorrect or that the shareholder has previously failed to properly report interest or dividend income.

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 legal 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.

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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 advisor or investment dealer authorized to sell the fund’s shares. You may make investments by any of the following means:

Contacting your financial advisor — Deliver or mail a check to your financial advisor.

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

12711 North Meridian Street

Carmel, IN 46032-9181

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.

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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

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) 421-4225 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 and other registered investment companies approved by the fund’s investment adviser or distributor. Class R-6 shares are also available to other post employment benefits plans.

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.
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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:

· 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 Capital Group Private Client Services division.

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 American Funds Short-Term Tax-Exempt Bond Fund, 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 advisors.

You may exchange shares of other classes by contacting the Transfer Agent, by contacting your investment dealer or financial advisor, by using American FundsLine or americanfunds.com, or by telephoning (800) 421-4225 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, providing for conversion into a different share class or for no conversion.

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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 if the entity maintaining the shareholder account is able to identify the transaction as a systematic redemption or purchase. 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. Generally, purchases and redemptions will not be considered “systematic” unless the transaction is pre-scheduled for a specific date.

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 you are leaving or have left the fee-based program. You can exchange Class F shares received in a conversion from Class C shares for Class A shares at any time without paying an initial Class A sales charge if you notify American Funds Service Company of the conversion when you make 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.

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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.

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) 421-4225 for more information.

Non-reportable transactions — Automatic conversions described in the prospectus will be non-reportable for tax purposes. In addition, 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. However, a movement between a 529 share class and a non-529 share class of the same fund will be reportable.

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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 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;
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(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 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 advisors (“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. and its affiliated companies;
(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.

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.
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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, .50% on amounts of at least $4 million but less than $10 million and .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 .50%. For certain tax-exempt accounts opened prior to September 1, 1969, sales charges and dealer commissions, as a percent of offering price, are respectively 3% and 2.5% (under $50,000); 2.5% and 2.0% ($50,000 but less than $100,000); 2.0% and 1.5% ($100,000 but less than $250,000) and 1.5% and 1.25% ($250,000 but less than $1 million).

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.

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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. Your accumulated holdings (as described in the paragraph below titled “Rights of accumulation”) eligible to be aggregated 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.

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.

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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;
· 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

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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 applicable holdings in the American Funds Target Date Retirement Series, American Funds Portfolio Series and American Funds College Target Date 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 applicable holdings in the American Funds Target Date Retirement Series, American Funds Portfolio Series and American Funds College Target Date 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.

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 advisor 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.

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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 70½ (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 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 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 your investment in the applicable class of 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.

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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.

If you hold multiple American Funds and a CDSC applies to the shares you are redeeming, the CDSC will be calculated based on the applicable class of shares of the particular fund from which you are making the redemption.

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.

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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.

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.

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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 advisor 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 $125,000 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™ 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 the “General information — fund numbers” section in this statement of additional information), 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 advisor or any person with your account information may use these services.

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, the fund’s business manager 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

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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 does not issue share certificates.

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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 NA, 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 services — 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. Transfer agent fees are paid 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.    

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.

During the 2013 fiscal year, transfer agent fees, gross of any payments made by American Funds Service Company to third parties, were:

  Transfer agent fee
Class A $48,317,000
Class B 489,000
Class C 1,985,000
Class F-1 2,968,000
Class F-2 1,124,000
Class 529-A 1,127,000
Class 529-B 66,000
Class 529-C 335,000
Class 529-E 43,000
Class 529-F-1 62,000
Class R-1 92,000
Class R-2 2,301,000
Class R-3 2,453,000
Class R-4 1,667,000
Class R-5 661,000
Class R-6 10,000

 

Independent registered public accounting firm — PricewaterhouseCoopers LLP, 601 South Figueroa Street, Los Angeles, CA 90017, 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 U.S. Securities and Exchange Commission. The financial statements included in this statement of additional information from the annual report have been audited by PricewaterhouseCoopers 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

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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 — Dechert LLP, 1900 K Street, NW, Washington DC 20006, serves as counsel to the fund and independent legal counsel to the independent trustees in their capacities as such. A determination with respect to the independence of its independent legal 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 April 30. Shareholders are provided updated summary prospectuses annually and at least semiannually 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) 421-4225 or by sending an e-mail request to prospectus@americanfunds.com. Shareholders may also access the fund’s current summary prospectus, prospectus, statement of additional information and shareholder reports at americanfunds.com/prospectus. The fund’s annual financial statements are audited by the fund’s independent registered public accounting firm, PricewaterhouseCoopers 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; disclosure of personal securities transactions; and policies regarding political contributions.

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Determination of net asset value, redemption price and maximum offering price per share for Class A shares — April 30, 2013

Net asset value and redemption price per share
(Net assets divided by shares outstanding)
$35.08
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)
$37.22

Other information — The fund reserves the right to modify the privileges described in this statement of additional information at any time.

The fund’s 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.

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Fund numbers — Here are the fund numbers for use with our automated telephone line, American FundsLine®, 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® 002 202 302 402 602
American Balanced Fund® 011 211 311 411 611
American Funds Global Balanced Fund SM 037 237 337 437 637
American Mutual Fund® 003 203 303 403 603
Capital Income Builder® 012 212 312 412 612
Capital World Growth and Income Fund® 033 233 333 433 633
EuroPacific Growth Fund® 016 216 316 416 616
Fundamental Investors SM 010 210 310 410 610
The Growth Fund of America® 005 205 305 405 605
The Income Fund of America® 006 206 306 406 606
International Growth and Income Fund SM 034 234 334 434 634
The Investment Company of America® 004 204 304 404 604
The New Economy Fund® 014 214 314 414 614
New Perspective Fund® 007 207 307 407 607
New World Fund® 036 236 336 436 636
SMALLCAP World Fund® 035 235 335 435 635
Washington Mutual Investors Fund SM 001 201 301 401 601
Bond funds          
American Funds Mortgage Fund® 042 242 342 442 642
American Funds Short-Term Tax-Exempt
Bond Fund®
039 N/A N/A 439 639
American Funds Tax-Exempt Fund of
New York®
041 241 341 441 641
American High-Income Municipal Bond Fund® 040 240 340 440 640
American High-Income Trust® 021 221 321 421 621
The Bond Fund of America® 008 208 308 408 608
Capital World Bond Fund® 031 231 331 431 631
Intermediate Bond Fund of America® 023 223 323 423 623
Limited Term Tax-Exempt Bond Fund
of America®
043 243 343 443 643
Short-Term Bond Fund of America® 048 248 348 448 648
The Tax-Exempt Bond Fund of America® 019 219 319 419 619
The Tax-Exempt Fund of California®* 020 220 320 420 620
The Tax-Exempt Fund of Maryland®* 024 224 324 424 624
The Tax-Exempt Fund of Virginia®* 025 225 325 425 625
U.S. Government Securities Fund® 022 222 322 422 622
Money market fund          
American Funds Money Market Fund® 059 259 359 459 659

___________

*Qualified for sale only in certain jurisdictions.

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  Fund numbers
Fund Class
529-A
Class
529-B
Class
529-C
Class
529-E
Class
529-F-1
Stock and stock/bond funds          
AMCAP Fund 1002 1202 1302 1502 1402
American Balanced Fund 1011 1211 1311 1511 1411
American Funds Global Balanced Fund 1037 1237 1337 1537 1437
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 Funds Mortgage Fund 1042 1242 1342 1542 1442
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
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  Fund numbers
Fund Class
R-1
Class
R-2
Class
R-3
Class
R-4
Class
R-5
Class
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 Funds Global Balanced Fund 2137 2237 2337 2437 2537 2637
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 Funds Mortgage Fund 2142 2242 2342 2442 2542 2642
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
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  Fund numbers
Fund Class A Class
R-1
Class
R-2
Class
R-3
Class
R-4
Class
R-5
Class
R-6
American Funds Target Date Retirement Series®              
American Funds 2055 Target Date
Retirement Fund®
082 2182 2282 2382 2482 2582 2682
American Funds 2050 Target Date
Retirement Fund®
069 2169 2269 2369 2469 2569 2669
American Funds 2045 Target Date
Retirement Fund®
068 2168 2268 2368 2468 2568 2668
American Funds 2040 Target Date
Retirement Fund®
067 2167 2267 2367 2467 2567 2667
American Funds 2035 Target Date
Retirement Fund®
066 2166 2266 2366 2466 2566 2666
American Funds 2030 Target Date
Retirement Fund®.
065 2165 2265 2365 2465 2565 2665
American Funds 2025 Target Date
Retirement Fund®
064 2164 2264 2364 2464 2564 2664
American Funds 2020 Target Date
Retirement Fund®
063 2163 2263 2363 2463 2563 2663
American Funds 2015 Target Date
Retirement Fund®
062 2162 2262 2362 2462 2562 2662
American Funds 2010 Target Date
Retirement Fund®
061 2161 2261 2361 2461 2561 2661

 

 

 

 

  Fund numbers
Fund Class
529-A
Class
529-B
Class
529-C
Class
529-E
Class
529-F-1
American Funds College Target Date Series SM          
American Funds College 2030 Fund SM 1094 1294 1394 1594 1494
American Funds College 2027 Fund SM 1093 1293 1393 1593 1493
American Funds College 2024 Fund SM 1092 1292 1392 1592 1492
American Funds College 2021 Fund SM 1091 1291 1391 1591 1491
American Funds College 2018 Fund SM 1090 1290 1390 1590 1490
American Funds College 2015 Fund SM 1089 1289 1389 1589 1489
American Funds College Enrollment Fund SM 1088 1288 1388 1588 1488

 

Washington Mutual Investors Fund - Page 72
 

 

  Fund numbers
Fund Class A Class B Class C Class F-1 Class F-2
American Funds Portfolio Series SM          
American Funds Global Growth Portfolio SM 055 255 355 455 655
American Funds Growth Portfolio SM 053 253 353 453 653
American Funds Growth and Income Portfolio SM 051 251 351 451 651
American Funds Balanced Portfolio SM 050 250 350 450 650
American Funds Income Portfolio SM 047 247 347 447 647
American Funds Tax-Advantaged Income Portfolio SM 046 246 346 446 646
American Funds Preservation Portfolio SM 045 245 345 445 645
American Funds Tax-Exempt Preservation Portfolio SM 044 244 344 444 644
  Class
529-A
Class
529-B
Class
529-C
Class
529-E
Class
529-F-1
American Funds Global Growth Portfolio 1055 1255 1355 1555 1455
American Funds Growth Portfolio 1053 1253 1353 1553 1453
American Funds Growth and Income Portfolio 1051 1251 1351 1551 1451
American Funds Balanced Portfolio 1050 1250 1350 1550 1450
American Funds Income Portfolio 1047 1247 1347 1547 1447
American Funds Tax-Advantaged Income Portfolio N/A N/A N/A N/A N/A
American Funds Preservation Portfolio 1045 1245 1345 1545 1445
American Funds Tax-Exempt Preservation Portfolio N/A N/A N/A N/A N/A
           
  Class
R-1
Class
R-2
Class
R-3
Class
R-4
Class
R-5
Class
R-6
 
American Funds Global Growth Portfolio 2155 2255 2355 2455 2555 2655  
American Funds Growth Portfolio 2153 2253 2353 2453 2553 2653  
American Funds Growth and Income Portfolio 2151 2251 2351 2451 2551 2651  
American Funds Balanced Portfolio 2150 2250 2350 2450 2550 2650  
American Funds Income Portfolio 2147 2247 2347 2447 2547 2647  
American Funds Tax-Advantaged Income Portfolio N/A N/A N/A N/A N/A N/A  
American Funds Preservation Portfolio 2145 2245 2345 2445 2545 2645  
American Funds Tax-Exempt Preservation Portfolio N/A N/A N/A N/A N/A N/A  
                         

 

Washington Mutual Investors Fund - Page 73
 

 

Investment portfolio April 30, 2013

 

 

Industry sector diversification Percent of net assets

 

 

Ten largest holdings     Percent of net assets  
Home Depot     4.99 %
Chevron     4.79  
Boeing     4.19  
Merck     3.85  
Royal Dutch Shell     3.13  
Verizon     3.05  
Union Pacific     2.84  
Wells Fargo     2.55  
American Express     2.40  
Microsoft     2.09  

 

Common stocks 97.44%   Shares     Value
(000)
    Percent of
net assets
 
Energy 12.11%                        
Chevron Corp.     24,140,000     $ 2,945,321       4.79 %
ConocoPhillips     7,120,000       430,404       .70  
Enbridge Inc.     13,041,653       620,783       1.01  
EOG Resources, Inc.     500,000       60,580       .10  
FMC Technologies, Inc. 1     2,380,000       129,234       .21  
Hess Corp.     2,140,000       154,465       .25  
Pioneer Natural Resources Co.     4,450,000       543,923       .89  
Royal Dutch Shell PLC, Class A (ADR)     886,700       60,269       3.13  
Royal Dutch Shell PLC, Class B (ADR)     26,695,000       1,863,044          
Schlumberger Ltd.     4,300,000       320,049       .52  
Spectra Energy Corp     735,000       23,175       .04  
Technip SA (ADR)     10,700,000       288,258       .47  
              7,439,505       12.11  
                         
Materials 3.87%                        
Air Products and Chemicals, Inc.     2,400,000       208,704       .34  
Dow Chemical Co.     21,260,000       720,926       1.17  
E.I. du Pont de Nemours and Co.     2,700,000       147,177       .24  
MeadWestvaco Corp.     6,544,190       225,644       .37  
Nucor Corp.     7,700,000       335,874       .55  
Potash Corp. of Saskatchewan Inc.     8,650,000       364,165       .59  
Praxair, Inc.     3,020,000       345,186       .56  
Sigma-Aldrich Corp.     200,000       15,738       .03  
Steel Dynamics, Inc.     900,000       13,536       .02  
              2,376,950       3.87  
                         
Industrials 18.83%                        
Boeing Co.     28,130,000       2,571,363       4.19  
Caterpillar Inc.     11,735,000       993,602       1.62  
CSX Corp.     3,000,000       73,770       .12  
Cummins Inc.     1,020,000       108,518       .18  
Deere & Co.     1,700,000       151,810       .25  
Eaton Corp. PLC     7,450,000       457,504       .74  
Emerson Electric Co.     4,520,000       250,905       .41  
General Dynamics Corp.     2,950,000       218,182       .36  

 

10 Washington Mutual Investors Fund
 
    Shares     Value
(000)
    Percent of
net assets
 
General Electric Co.     38,900,000     $ 867,081       1.41 %
Honeywell International Inc.     1,360,000       100,014       .16  
Lockheed Martin Corp.     11,840,000       1,173,226       1.91  
Norfolk Southern Corp.     432,600       33,492       .05  
Northrop Grumman Corp.     4,990,000       377,943       .62  
Parker-Hannifin Corp.     2,400,000       212,568       .35  
Precision Castparts Corp.     90,000       17,216       .03  
Raytheon Co.     1,250,000       76,725       .12  
Rockwell Automation     2,000,000       169,560       .28  
Rockwell Collins, Inc.     5,930,000       373,116       .61  
Siemens AG (ADR)     500,000       52,255       .08  
Union Pacific Corp.     11,812,900       1,747,837       2.84  
United Technologies Corp.     8,370,000       764,097       1.24  
W.W. Grainger, Inc.     525,000       129,397       .21  
Waste Management, Inc.     15,800,000       647,484       1.05  
              11,567,665       18.83  
                         
Consumer discretionary 10.17%                        
Amazon.com, Inc. 1     3,275,000       831,228       1.35  
CBS Corp., Class B     4,280,000       195,938       .32  
Comcast Corp., Class A     5,615,000       231,899       .38  
DIRECTV 1     1,075,000       60,802       .10  
Home Depot, Inc.     41,781,000       3,064,636       4.99  
Honda Motor Co., Ltd. (ADR)     500,000       19,990       .03  
Johnson Controls, Inc.     13,195,000       461,957       .75  
Lowe’s Companies, Inc.     5,500,000       211,310       .35  
Tiffany & Co.     1,250,000       92,100       .15  
Time Warner Inc.     3,718,260       222,278       .36  
VF Corp.     3,340,000       595,255       .97  
Walt Disney Co.     4,144,300       260,428       .42  
              6,247,821       10.17  
                         
Consumer staples 9.19%                        
Avon Products, Inc.     19,000,000       440,040       .72  
Coca-Cola Co.     27,920,000       1,181,854       1.92  
Colgate-Palmolive Co.     1,860,000       222,103       .36  
Costco Wholesale Corp.     1,325,000       143,670       .23  
Kimberly-Clark Corp.     4,115,000       424,627       .69  
Mondelez International, Inc.     4,000,000       125,800       .21  
Nestlé SA (ADR)     7,360,192       524,266       .85  
PepsiCo, Inc.     13,900,000       1,146,333       1.87  
Procter & Gamble Co.     9,730,800       747,033       1.22  
Unilever NV (New York registered)     7,820,000       332,194       .54  
Wal-Mart Stores, Inc.     4,600,000       357,512       .58  
              5,645,432       9.19  
                         
Health care 11.54%                        
Baxter International Inc.     7,595,000       530,663       .86  
Bristol-Myers Squibb Co.     25,979,400       1,031,902       1.68  
Edwards Lifesciences Corp. 1     1,585,000       101,107       .16  
Gilead Sciences, Inc. 1     8,150,000       412,716       .67  
Humana Inc.     7,620,000       564,718       .92  
Johnson & Johnson     13,930,000       1,187,254       1.93  
Merck & Co., Inc.     50,275,000       2,362,925       3.85  
Pfizer Inc.     15,950,000       463,666       .76  
Quest Diagnostics Inc.     3,015,000       169,835       .28  
Teva Pharmaceutical Industries Ltd. (ADR)     2,130,000       81,558       .13  
UnitedHealth Group Inc.     3,085,000       184,884       .30  
              7,091,228       11.54  

 

Washington Mutual Investors Fund 11
 
Common stocks (continued)     Shares       Value
(000)
      Percent of
net assets
 
Financials 12.62%                        
ACE Ltd.     1,455,000     $ 129,699       .21 %
Allstate Corp.     5,250,000       258,615       .42  
American Express Co.     21,550,000       1,474,235       2.40  
Charles Schwab Corp.     7,260,000       123,130       .20  
Chubb Corp.     2,500,000       220,175       .36  
Citigroup Inc.     5,000,000       233,300       .38  
CME Group Inc., Class A     8,712,707       530,255       .86  
Goldman Sachs Group, Inc.     4,533,000       662,135       1.08  
JPMorgan Chase & Co.     17,468,700       856,141       1.39  
KeyCorp     19,160,000       191,025       .31  
M&T Bank Corp.     1,250,000       125,250       .21  
Marsh & McLennan Companies, Inc.     5,370,000       204,114       .33  
McGraw-Hill Companies, Inc.     11,009,100       595,702       .97  
Moody’s Corp.     2,450,000       149,083       .24  
Toronto-Dominion Bank     1,100,000       90,090       .15  
U.S. Bancorp     10,375,000       345,280       .56  
Wells Fargo & Co.     41,258,100       1,566,983       2.55  
              7,755,212       12.62  
                         
Information technology 6.87%                        
Apple Inc.     555,000       245,726       .40  
Automatic Data Processing, Inc.     2,040,000       137,374       .22  
Google Inc., Class A 1     445,000       366,934       .60  
International Business Machines Corp.     80,000       16,203       .03  
Linear Technology Corp.     8,833,000       322,405       .52  
Microsoft Corp.     38,719,500       1,281,615       2.09  
Oracle Corp.     23,525,000       771,149       1.25  
Paychex, Inc.     2,300,000       83,743       .14  
Texas Instruments Inc.     27,552,500       997,676       1.62  
              4,222,825       6.87  
                         
Telecommunication services 4.90%                        
AT&T Inc.     30,340,000       1,136,537       1.85  
Verizon Communications Inc.     34,710,000       1,871,216       3.05  
              3,007,753       4.90  
                         
Utilities 5.57%                        
Dominion Resources, Inc.     4,300,000       265,224       .43  
Duke Energy Corp.     4,330,000       325,616       .53  
Edison International     2,600,000       139,880       .23  
Exelon Corp.     9,125,000       342,279       .56  
FirstEnergy Corp.     18,133,100       845,002       1.37  
National Grid PLC (ADR)     8,030,000       512,153       .83  
PG&E Corp.     18,815,000       911,399       1.48  
PPL Corp.     2,500,000       83,450       .14  
              3,425,003       5.57  
                         
Miscellaneous 1.77%                        
Other common stocks in initital period of acquisition             1,089,112       1.77  
                         
Total common stocks (cost: $41,378,816,000)             59,868,506       97.44  

 

12 Washington Mutual Investors Fund
 
Short-term securities 2.49%     Principal amount
(000)
      Value
(000)
      Percent of
net assets
 
Abbott Laboratories 0.12% due 6/26–6/27/2013 2   $ 67,950     $ 67,938       .11 %
Chariot Funding, LLC 0.15% due 5/15/2013 2     100,000       99,994          
JPMorgan Chase & Co. 0.17% due 7/8/2013     25,000       24,991       .24  
Jupiter Securitization Co., LLC 0.18% due 6/26/2013 2     23,300       23,294          
Coca-Cola Co. 0.14%–0.15% due 6/19–7/16/2013 2     113,400       113,381       .18  
Emerson Electric Co. 0.12% due 7/8/2013 2     12,100       12,097       .02  
Fannie Mae 0.10%–0.12% due 5/15–12/17/2013     312,300       312,205       .51  
Federal Home Loan Bank 0.105%–0.135% due 5/17–10/9/2013     226,100       226,055       .37  
Freddie Mac 0.085%–0.16% due 5/6/2013–2/14/2014     193,800       193,741       .32  
Google Inc. 0.06% due 5/9/2013 2     38,400       38,399       .06  
John Deere Credit Ltd. 0.10%–0.14% due 5/14–6/4/2013 2     40,600       40,597       .07  
Kimberly-Clark Worldwide Inc. 0.10% due 5/20/2013 2     40,000       39,998       .06  
McDonald’s Corp. 0.08% due 5/24/2013 2     3,500       3,500       .01  
Merck & Co. Inc. 0.11% due 6/14/2013 2     6,000       5,999       .01  
National Rural Utilities Cooperative Finance Corp. 0.15% due 5/21/2013     20,900       20,898       .03  
NetJets Inc. 0.07%–0.10% due 5/1–5/23/2013 2     75,845       75,842       .12  
Paccar Financial Corp. 0.10% due 5/7–5/8/2013     23,000       23,000       .04  
PepsiCo Inc. 0.07% due 5/3/2013 2     47,200       47,200       .08  
Private Export Funding Corp. 0.12% due 7/17/2013 2     14,600       14,595       .02  
Regents of the University of California 0.12% due 5/7/2013     35,000       34,999       .06  
Walt Disney Co. 0.12%–0.13% due 5/10–6/27/2013 2     54,100       54,094       .09  
Wells Fargo & Co. 0.17%–0.18% due 6/13–8/14/2013     58,300       58,271       .09  
                         
Total short-term securities (cost: $1,531,019,000)             1,531,088       2.49  
                         
Total investment securities (cost: $42,909,835,000)             61,399,594       99.93  
Other assets less liabilities             40,124       .07  
Net assets           $ 61,439,718       100.00 %

 

As permitted by U.S. Securities and Exchange Commission regulations, “Miscellaneous” securities include holdings in their first year of acquisition that have not previously been publicly disclosed.

 

1 Security did not produce income during the last 12 months.
2 Acquired in a transaction exempt from registration under section 4(2) of 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 $636,928,000, which represented 1.04% of the net assets of the fund.

 

Key to abbreviation

ADR = American Depositary Receipts

 

See Notes to Financial Statements

 

Washington Mutual Investors Fund 13
 
Financial statements
 
Statement of assets and liabilities at April 30, 2013
      (dollars in thousands)
           
Assets:                
Investment securities, at value (cost: $42,909,835)           $ 61,399,594  
Cash             1,017  
Receivables for:                
Sales of investments   $ 53,884          
Sales of fund’s shares     49,325          
Dividends     94,785       197,994  
              61,598,605  
Liabilities:                
Payables for:                
Purchases of investments     55,214          
Repurchases of fund’s shares     60,497          
Management services     11,926          
Services provided by related parties     26,629          
Board members’ deferred compensation     4,354          
Other     267       158,887  
Net assets at April 30, 2013           $ 61,439,718  
                 
Net assets consist of:                
Capital paid in on shares of beneficial interest           $ 42,386,632  
Undistributed net investment income             313,741  
Undistributed net realized gain             249,586  
Net unrealized appreciation             18,489,759  
Net assets at April 30, 2013           $ 61,439,718  

 

(dollars and shares in thousands, except per share amounts)

 

Shares of beneficial interest issued and outstanding (no stated par value) —

unlimited shares authorized (1,752,859 total shares outstanding)

 

    Shares   Net asset value  
    Net assets     outstanding   per share  
Class A   $ 44,141,535       1,258,143     $ 35.08  
Class B     323,309       9,270       34.88  
Class C     1,757,307       50,589       34.74  
Class F-1     3,003,384       85,846       34.99  
Class F-2     1,386,790       39,534       35.08  
Class 529-A     1,465,309       41,831       35.03  
Class 529-B     55,338       1,585       34.90  
Class 529-C     390,322       11,208       34.83  
Class 529-E     77,174       2,212       34.88  
Class 529-F-1     80,729       2,308       34.98  
Class R-1     87,375       2,510       34.81  
Class R-2     753,280       21,700       34.71  
Class R-3     1,647,067       47,238       34.87  
Class R-4     1,823,185       52,153       34.96  
Class R-5     1,504,321       42,886       35.08  
Class R-6     2,943,293       83,846       35.10  

 

See Notes to Financial Statements

 

14 Washington Mutual Investors Fund
 
Statement of operations for the year ended April 30, 2013            
    (dollars in thousands)
             
Investment income:                
Income:                
Dividends (net of non-U.S. taxes of $8,426)   $ 1,637,164          
Interest     2,653     $ 1,639,817  
                 
Fees and expenses*:                
Investment advisory services     109,920          
Business management services     25,375          
Distribution services     148,670          
Transfer agent services     63,700          
Administrative services     11,456          
Reports to shareholders     2,250          
Registration statement and prospectus     445          
Board members’ compensation     2,074          
Auditing and legal     289          
Custodian     389          
State and local taxes            
Other     2,094       366,662  
Net investment income             1,273,155  
                 
Net realized gain and unrealized appreciation on investments:                
Net realized gain on investments             2,442,031  
Net unrealized appreciation on investments             5,415,758  
Net realized gain and unrealized appreciation on investments             7,857,789  
Net increase in net assets resulting from operations           $ 9,130,944  

 

* Additional information related to class-specific fees and expenses is included in the Notes to Financial Statements.
Amount less than one thousand.

 

Statements of changes in net assets            
    (dollars in thousands)
             
    Year ended April 30  
    2013     2012  
Operations:                
Net investment income   $ 1,273,155     $ 1,202,215  
Net realized gain on investments     2,442,031       2,059,717  
Net unrealized appreciation (depreciation) on investments     5,415,758       (368,138 )
Net increase in net assets resulting from operations     9,130,944       2,893,794  
Dividends paid to shareholders from net investment income     (1,269,560 )     (1,234,580 )
Net capital share transactions     (1,521,502 )     (1,185,954 )
Total increase in net assets     6,339,882       473,260  
Net assets:                
Beginning of year     55,099,836       54,626,576  
End of year (including undistributed net investment income: $313,741 and $310,312, respectively)   $ 61,439,718     $ 55,099,836  

 

See Notes to Financial Statements

 

Washington Mutual Investors Fund 15
 

Notes to financial statements

 

1. Organization

 

 

Washington Mutual Investors Fund (the “fund”) is registered under the Investment Company Act of 1940 as an open-end, diversified management investment company. The fund’s investment objective is to produce income and to provide an opportunity for growth of principal consistent with sound common stock investing.

 

The fund has 16 share classes consisting of five retail share classes (Classes A, B and C, as well as two F share classes, F-1 and F-2), five 529 college savings plan share classes (Classes 529-A, 529-B, 529-C, 529-E and 529-F-1) and six retirement plan share classes (Classes R-1, R-2, R-3, R-4, R-5 and R-6). The 529 college savings plan share classes may be used to save for college education. The retirement plan share classes are generally offered only through eligible employer-sponsored retirement plans. The fund’s share classes are further 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

 

* Class B and 529-B shares of the fund are not available for purchase.

 

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.

 

2. 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 fund follows the significant accounting policies described below, as well as the valuation policies described in the next section on valuation.

 

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. 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 to shareholders are recorded on the ex-dividend date.

 

16 Washington Mutual Investors Fund
 

3. Valuation

 

 

Capital Research and Management Company (“CRMC”), the fund’s investment adviser, values the fund’s investments at fair value as defined by accounting principles generally accepted in the United States of America. The net asset value of each share class of the fund is generally determined as of approximately 4:00 p.m. New York time each day the New York Stock Exchange is open.

 

Methods and inputs — The fund’s investment adviser uses the following methods and inputs to establish the fair value of the fund’s assets and liabilities. Use of particular methods and inputs may vary over time based on availability and relevance as market and economic conditions evolve.

 

Equity securities are generally 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 on which the security trades.

 

Fixed-income securities, including short-term securities purchased with more than 60 days left to maturity, are generally valued at prices obtained from one or more pricing vendors. Vendors value such securities based on one or more of the following inputs: benchmark yields, transactions, bids, offers, quotations from dealers and trading systems, new issues, spreads, interest rate volatilities, and other relationships observed in the markets among comparable securities; and proprietary pricing models such as yield measures calculated using factors such as cash flows, financial or collateral performance and other reference data.

 

When the fund’s investment adviser deems it appropriate to do so (such as when vendor prices are unavailable or not deemed to be representative), fixed-income securities will be valued in good faith at the mean quoted bid and ask prices that are reasonably and timely available (or bid prices, if ask prices are not available) or at prices for securities of comparable maturity, quality and type.

 

Securities with both fixed-income and equity characteristics, or equity securities traded principally among fixed-income dealers, are generally valued in the manner described above for either equity or fixed-income securities, depending on which method is deemed most appropriate by the fund’s investment adviser. Short-term securities purchased within 60 days to maturity are valued at amortized cost, which approximates fair 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.

 

Securities and other assets for which representative market quotations are not readily available or are considered unreliable by the fund’s investment adviser are fair valued as determined in good faith under fair value guidelines adopted by authority of the fund’s board of trustees as further described below. The investment adviser follows fair valuation guidelines, consistent with U.S. Securities and Exchange Commission rules and guidance, to consider relevant principles and factors when making fair value determinations. The investment adviser 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. 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.

 

Processes and structure — The fund’s board of trustees has delegated authority to the fund’s investment adviser to make fair value determinations, subject to board oversight. The investment adviser has established a Joint Fair Valuation Committee (the “Fair Valuation Committee”) to administer, implement and oversee the fair valuation process, and to make fair value decisions. The Fair Valuation Committee regularly reviews its own fair value decisions, as well as decisions made under its standing instructions to the investment adviser’s valuation teams. The Fair Valuation Committee reviews changes in fair value measurements from period to period and may, as deemed appropriate, update the fair valuation guidelines to better reflect the results of back testing and address new or evolving issues. The Fair Valuation Committee reports any changes to the fair valuation guidelines to the board of trustees with supplemental information to support the changes. The fund’s board and audit committee also regularly review reports that describe fair value determinations and methods.

 

The fund’s investment adviser has also established a Fixed-Income Pricing Review Group to administer and oversee the fixed-income valuation process, including the use of fixed-income pricing vendors. This group regularly reviews pricing vendor information and market data. Pricing decisions, processes and controls over security valuation are also subject to additional internal reviews, including an annual control self-evaluation program facilitated by the investment adviser’s compliance group.

 

Washington Mutual Investors Fund 17
 

Classifications — The fund’s investment adviser classifies the fund’s assets and liabilities into three levels based on the inputs 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 investment adviser’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 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 April 30, 2013 (dollars in thousands):

 

      Investment securities    
      Level 1       Level 2       Level 3       Total  
Assets:                                
Common stocks:                                
Energy   $ 7,439,505     $     $     $ 7,439,505  
Materials     2,376,950                   2,376,950  
Industrials     11,567,665                   11,567,665  
Consumer discretionary     6,247,821                   6,247,821  
Consumer staples     5,645,432                   5,645,432  
Health care     7,091,228                   7,091,228  
Financials     7,755,212                   7,755,212  
Information technology     4,222,825                   4,222,825  
Telecommunication services     3,007,753                   3,007,753  
Utilities     3,425,003                   3,425,003  
Miscellaneous     1,089,112                   1,089,112  
Short-term securities           1,531,088             1,531,088  
Total   $ 59,868,506     $ 1,531,088     $     $ 61,399,594  

 

4. Risk factors

 

 

Investing in the fund may involve certain risks including, but not limited to, those described below.

 

Market conditions — The prices of, and the income generated by, the common stocks and other securities held by the fund may decline due to market conditions and other factors, including those directly involving the issuers of securities held by the fund.

 

Investing in income-oriented stocks — Income provided by the fund may be reduced by changes in the dividend policies of, and the capital resources available at, the companies in which the fund invests.

 

Investing in growth-oriented stocks — Growth-oriented stocks may involve larger price swings and greater potential for loss than other types of investments.

 

Management — The investment adviser to the fund actively manages the fund’s investments. Consequently, the fund is subject to the risk that the methods and analyses employed by the investment adviser in this process may not produce the desired results. This could cause the fund to lose value or its investment results to lag relevant benchmarks or other funds with similar objectives.

 

5. 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 April 30, 2013, 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 is not subject to examination by U.S. federal tax authorities or state tax authorities for tax years before 2009.

 

Non-U.S. taxation — Dividend income is recorded net of non-U.S. taxes paid.

 

18 Washington Mutual Investors Fund
 

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 different treatment for items such as currency gains and losses; short-term capital gains and losses; capital losses related to sales of certain securities within 30 days of purchase; cost of investments sold; and net capital losses. 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 year ended April 30, 2013, the fund reclassified $89,000 from undistributed net investment income to undistributed net realized gain; and reclassified $77,000 from undistributed net investment income and $6,202,000 from undistributed net realized gain to capital paid in on shares of beneficial interest to align financial reporting with tax reporting. The fund also utilized capital loss carryforward of $2,108,139,000.

 

As of April 30, 2013, the tax basis components of distributable earnings, unrealized appreciation (depreciation) and cost of investment securities were as follows (dollars in thousands):

 

Undistributed ordinary income   $ 318,094  
Undistributed long-term capital gains     277,983  
Gross unrealized appreciation on investment securities     18,638,920  
Gross unrealized depreciation on investment securities     (177,558 )
Net unrealized appreciation on investment securities     18,461,362  
Cost of investment securities     42,938,232  

 

Tax-basis distributions paid to shareholders from ordinary income were as follows (dollars in thousands):

 

    Year ended April 30  
Share class   2013     2012  
Class A   $ 937,751     $ 942,606  
Class B     5,901       10,458  
Class C     25,966       29,323  
Class F-1     60,363       52,121  
Class F-2     27,203       19,105  
Class 529-A     29,211       26,794  
Class 529-B     873       1,382  
Class 529-C     5,240       5,123  
Class 529-E     1,377       1,282  
Class 529-F-1     1,764       1,581  
Class R-1     1,321       1,291  
Class R-2     11,237       11,701  
Class R-3     29,721       27,866  
Class R-4     37,388       32,794  
Class R-5     33,290       28,730  
Class R-6     60,954       42,423  
Total   $ 1,269,560     $ 1,234,580  

 

6. Fees and transactions with related parties

 

CRMC, the fund’s investment adviser, is the parent company of American Funds Distributors, ® Inc. (“AFD”), the principal underwriter of the fund’s shares, and American Funds Service Company ® (“AFS”), the fund’s transfer agent. Effective December 21, 2012, CRMC acquired Washington Management Corporation (“WMC”), the fund’s business manager. CRMC, AFD, AFS and WMC are considered related parties to the fund.

 

Washington Mutual Investors Fund 19
 

Investment advisory services — The fund has an investment advisory agreement with CRMC that provides for monthly fees accrued daily. These fees are based on a series of decreasing annual rates beginning with 0.225% on the first $3 billion of daily net assets and decreasing to 0.177% on such assets in excess of $89 billion. For the year ended April 30, 2013, the investment advisory services fee was $109,920,000, which was equivalent to an annualized rate of 0.197% of average daily net assets.

 

Business management services — The fund has a business management agreement with WMC. Under this agreement, WMC provides services necessary to carry on the fund’s general administrative and corporate affairs. These services encompass matters relating to general corporate governance, regulatory compliance and monitoring of the fund’s contractual service providers, including custodian operations, shareholder services and fund share distribution functions. Under the agreement, all expenses chargeable to the Class A shares of the fund, including compensation to the business manager, shall not exceed 1% of the Class A average net assets of the fund on an annual basis. The agreement provides for monthly fees, accrued daily, based on a series of decreasing annual rates beginning with 0.117% on the first $3 billion of daily net assets and decreasing to 0.0375% on such assets in excess of $44 billion. For the year ended April 30, 2013, the business management services fee was $25,375,000, which was equivalent to an annualized rate of 0.045% of average daily net assets. Through December 21, 2012, WMC paid the fund’s investment adviser $712,000 for performing various fund accounting services for the fund and for The American Funds Tax-Exempt Series I, another CRMC-advised registered investment company. Through December 21, 2012, Johnston, Lemon & Co. Incorporated (“JLC”), a wholly owned subsidiary of The Johnston-Lemon Group, Incorporated (former parent company of WMC), earned $324,000 on its retail sales of shares, including payments under the distribution plans of the fund. JLC received no brokerage commissions resulting from the purchases and sales of securities for the investment account of the fund.

 

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 plans of distribution for all share classes, except Class F-2, R-5 and R-6 shares. Under the plans, the board of trustees 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 0.25% to 1.00% as noted below. In some cases, the board of trustees 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 Class A and 529-A shares, distribution-related expenses include the reimbursement of dealer and wholesaler commissions paid by AFD for certain shares sold without a sales charge. These share classes reimburse AFD for amounts billed within the prior 15 months but only to the extent that the overall annual expense limit of 0.25% is not exceeded. As of April 30, 2013, there were no unreimbursed expenses subject to reimbursement for Class A or 529-A shares.

 

Share class   Currently approved limits   Plan limits
Class A     0.25 %     0.25 %
Class 529-A     0.25       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 shareholder services agreement with AFS under which the fund compensates AFS for providing transfer agent services to each of the fund’s share classes. These services include recordkeeping, shareholder communications and transaction processing. In addition, the fund reimburses AFS for amounts paid to third parties for performing transfer agent services on behalf of fund shareholders.

 

20 Washington Mutual Investors Fund
 

Administrative services — The fund has an administrative services agreement with CRMC under which the fund compensates CRMC for providing administrative services to Class A, C, F, 529 and R shares. These services include, but are not limited to, coordinating, monitoring, assisting and overseeing third parties that provide services to fund shareholders. Under the agreement, Class A shares pay an annual fee of 0.01% and Class C, F, 529 and R shares pay an annual fee of 0.05% of their respective average daily net assets.

 

529 plan services — Each 529 share class is subject to service fees to compensate the Commonwealth of Virginia for the maintenance of the 529 college savings plan. The quarterly fee is based on a series of decreasing 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. The fee is included in other expenses on the accompanying financial statements. The Commonwealth of Virginia is not considered a related party.

 

Class-specific expenses under the agreements described above for the year ended April 30, 2013, were as follows (dollars in thousands):

 

Share class   Distribution
services
  Transfer agent
services
  Administrative
services
  529 plan
services
Class A     $  96,242       $ 48,317       $  4,059     Not applicable
Class B     3,952       489       Not applicable     Not applicable
Class C     16,951       1,985       850     Not applicable
Class F-1     6,643       2,968       1,331     Not applicable
Class F-2     Not applicable       1,124       529     Not applicable
Class 529-A     2,861       1,127       654     $ 1,292
Class 529-B     633       66       32     63
Class 529-C     3,524       335       178     351
Class 529-E     343       43       34     68
Class 529-F-1           62       36     71
Class R-1     845       92       43     Not applicable
Class R-2     5,230       2,301       352     Not applicable
Class R-3     7,407       2,453       744     Not applicable
Class R-4     4,039       1,667       811     Not applicable
Class R-5     Not applicable       661       650     Not applicable
Class R-6     Not applicable       10       1,153     Not applicable
Total class-specific expenses     $ 148,670       $ 63,700       $ 11,456     $ 1,845

 

Board members’ deferred compensation — Board members 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. Board members’ compensation of $2,074,000, shown on the accompanying financial statements, includes $1,602,000 in current fees (either paid in cash or deferred) and a net increase of $472,000 in the value of the deferred amounts.

 

Affiliated officers and trustees — Officers and certain trustees of the fund are or may be considered to be affiliated with CRMC, AFD, AFS, WMC or JLC. No affiliated officers or trustees received any compensation directly from the fund.

 

Washington Mutual Investors Fund 21
 

7. Capital share transactions

 

Capital share transactions in the fund were as follows (dollars and shares in thousands):

 

    Sales*   Reinvestments of
dividends
  Repurchases*   Net (decrease) increase  
Share class   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Shares  
                             
Year ended April 30, 2013                            
                             
Class A   $ 2,718,140       86,247     $ 907,807       28,837     $ (5,727,400 )     (182,287 )   $ (2,101,453 )     (67,203 )
Class B     8,075       261       5,834       188       (248,866 )     (7,996 )     (234,957 )     (7,547 )
Class C     197,446       6,315       25,218       810       (489,016 )     (15,709 )     (266,352 )     (8,584 )
Class F-1     776,912       24,737       59,530       1,896       (781,041 )     (25,154 )     55,401       1,479  
Class F-2     566,619       18,058       24,544       776       (255,466 )     (8,077 )     335,697       10,757  
Class 529-A     159,275       5,078       29,203       928       (171,460 )     (5,456 )     17,018       550  
Class 529-B     1,143       36       872       28       (33,369 )     (1,073 )     (31,354 )     (1,009 )
Class 529-C     42,641       1,368       5,238       168       (56,827 )     (1,819 )     (8,948 )     (283 )
Class 529-E     8,100       258       1,377       44       (9,166 )     (293 )     311       9  
Class 529-F-1     14,424       461       1,764       56       (14,584 )     (465 )     1,604       52  
Class R-1     17,401       563       1,318       42       (28,528 )     (912 )     (9,809 )     (307 )
Class R-2     162,207       5,197       11,219       360       (229,227 )     (7,348 )     (55,801 )     (1,791 )
Class R-3     392,939       12,590       29,708       949       (429,524 )     (13,722 )     (6,877 )     (183 )
Class R-4     486,823       15,604       37,374       1,191       (490,245 )     (15,660 )     33,952       1,135  
Class R-5     389,129       12,402       33,153       1,052       (341,760 )     (10,956 )     80,522       2,498  
Class R-6     891,637       28,351       60,915       1,926       (283,008 )     (8,941 )     669,544       21,336  
Total net increase (decrease)   $ 6,832,911       217,526     $ 1,235,074       39,251     $ (9,589,487 )     (305,868 )   $ (1,521,502 )     (49,091 )
                                                           
Year ended April 30, 2012                                                          
                                                           
Class A   $ 3,370,203       118,779     $ 907,536       32,745     $ (6,272,448 )     (221,087 )   $ (1,994,709 )     (69,563 )
Class B     21,652       771       10,276       375       (406,991 )     (14,502 )     (375,063 )     (13,356 )
Class C     247,800       8,813       28,289       1,031       (464,866 )     (16,511 )     (188,777 )     (6,667 )
Class F-1     904,939       31,829       51,021       1,842       (542,466 )     (19,166 )     413,494       14,505  
Class F-2     359,105       12,664       16,480       593       (162,851 )     (5,726 )     212,734       7,531  
Class 529-A     186,014       6,544       26,784       967       (131,623 )     (4,641 )     81,175       2,870  
Class 529-B     3,001       106       1,382       50       (42,977 )     (1,531 )     (38,594 )     (1,375 )
Class 529-C     48,164       1,702       5,122       186       (45,010 )     (1,598 )     8,276       290  
Class 529-E     9,246       326       1,282       46       (7,475 )     (265 )     3,053       107  
Class 529-F-1     15,744       553       1,580       57       (13,970 )     (496 )     3,354       114  
Class R-1     24,192       851       1,285       47       (23,277 )     (832 )     2,200       66  
Class R-2     175,426       6,220       11,688       426       (239,619 )     (8,535 )     (52,505 )     (1,889 )
Class R-3     402,249       14,159       27,856       1,009       (399,339 )     (14,105 )     30,766       1,063  
Class R-4     481,674       16,936       32,790       1,184       (414,077 )     (14,685 )     100,387       3,435  
Class R-5     446,818       15,876       28,656       1,032       (308,613 )     (10,944 )     166,861       5,964  
Class R-6     628,278       21,784       42,251       1,519       (229,135 )     (8,008 )     441,394       15,295  
Total net increase (decrease)   $ 7,324,505       257,913     $ 1,194,278       43,109     $ (9,704,737 )     (342,632 )   $ (1,185,954 )     (41,610 )

 

* Includes exchanges between share classes of the fund.

 

8. Investment transactions

 

The fund made purchases and sales of investment securities, excluding short-term securities and U.S. government obligations, if any, of $11,972,618,000 and $12,983,278,000, respectively, during the year ended April 30, 2013.

 

22 Washington Mutual Investors Fund
 

Financial highlights

 

          Income (loss) from                                                        
          investment operations 1     Dividends and distributions                                      
                Net gains                                                              
                (losses) on                                               Ratio of     Ratio of        
    Net asset           securities           Dividends           Total                       expenses to     expenses to     Ratio of  
    value,     Net     (both     Total from     (from net     Distributions     dividends     Net asset           Net assets,     average net     average net     net income  
    beginning     investment     realized and     investment     investment     (from capital     and     value, end     Total     end of period     assets before     assets after     to average  
    of period     income     unrealized)     operations     income)     gains)     distributions     of period     return 2,3     (in millions)     waivers     waivers 3     net assets 3  
                                                                               
Class A:                                                                                                        
Year ended 4/30/2013   $ 30.61     $ .73     $ 4.47     $ 5.20     $ (.73 )   $     $ (.73 )   $ 35.08       17.28 %   $ 44,142       .62 %     .62 %     2.32 %
Year ended 4/30/2012     29.66       .68       .97       1.65       (.70 )           (.70 )     30.61       5.83       40,566       .62       .62       2.39  
Year ended 4/30/2011     25.84       .70       3.80       4.50       (.68 )           (.68 )     29.66       17.77       41,375       .63       .63       2.67  
Year ended 4/30/2010     19.81       .65       6.06       6.71       (.68 )           (.68 )     25.84       34.29       39,349       .70       .70       2.80  
Year ended 4/30/2009     31.92       .64       (11.53 )     (10.89 )     (.72 )     (.50 )     (1.22 )     19.81       (34.50 )     34,012       .67       .65       2.60  
Class B:                                                                                                        
Year ended 4/30/2013     30.42       .50       4.44       4.94       (.48 )           (.48 )     34.88       16.41       323       1.37       1.37       1.61  
Year ended 4/30/2012     29.45       .47       .97       1.44       (.47 )           (.47 )     30.42       5.06       511       1.38       1.38       1.68  
Year ended 4/30/2011     25.66       .51       3.75       4.26       (.47 )           (.47 )     29.45       16.88       889       1.39       1.39       1.98  
Year ended 4/30/2010     19.67       .48       6.01       6.49       (.50 )           (.50 )     25.66       33.31       1,249       1.46       1.46       2.07  
Year ended 4/30/2009     31.71       .45       (11.46 )     (11.01 )     (.53 )     (.50 )     (1.03 )     19.67       (35.01 )     1,389       1.42       1.40       1.85  
Class C:                                                                                                        
Year ended 4/30/2013     30.31       .48       4.43       4.91       (.48 )           (.48 )     34.74       16.39       1,757       1.42       1.42       1.53  
Year ended 4/30/2012     29.37       .45       .96       1.41       (.47 )           (.47 )     30.31       4.99       1,794       1.42       1.42       1.60  
Year ended 4/30/2011     25.60       .48       3.76       4.24       (.47 )           (.47 )     29.37       16.82       1,934       1.44       1.44       1.86  
Year ended 4/30/2010     19.63       .46       6.00       6.46       (.49 )           (.49 )     25.60       33.23       1,830       1.50       1.50       2.00  
Year ended 4/30/2009     31.65       .44       (11.44 )     (11.00 )     (.52 )     (.50 )     (1.02 )     19.63       (35.04 )     1,613       1.47       1.44       1.80  
Class F-1:                                                                                                        
Year ended 4/30/2013     30.53       .71       4.47       5.18       (.72 )           (.72 )     34.99       17.25       3,004       .66       .66       2.27  
Year ended 4/30/2012     29.59       .66       .97       1.63       (.69 )           (.69 )     30.53       5.78       2,575       .66       .66       2.34  
Year ended 4/30/2011     25.77       .68       3.81       4.49       (.67 )           (.67 )     29.59       17.79       2,067       .66       .66       2.62  
Year ended 4/30/2010     19.76       .64       6.04       6.68       (.67 )           (.67 )     25.77       34.26       1,770       .71       .71       2.78  
Year ended 4/30/2009     31.85       .64       (11.51 )     (10.87 )     (.72 )     (.50 )     (1.22 )     19.76       (34.52 )     1,506       .67       .65       2.59  
Class F-2:                                                                                                        
Year ended 4/30/2013     30.60       .79       4.49       5.28       (.80 )           (.80 )     35.08       17.57       1,387       .41       .41       2.51  
Year ended 4/30/2012     29.66       .74       .96       1.70       (.76 )           (.76 )     30.60       6.04       881       .40       .40       2.59  
Year ended 4/30/2011     25.84       .74       3.81       4.55       (.73 )           (.73 )     29.66       18.05       630       .41       .41       2.83  
Year ended 4/30/2010     19.81       .68       6.09       6.77       (.74 )           (.74 )     25.84       34.65       416       .46       .46       2.91  
Period from 8/5/2008
to 4/30/2009 4
 
 
      29.64      
 
      .46      
 
    (9.22 )  
 
    (8.76 )  
 
    (.57 )  
 
    (.50 )  
 
    (1.07 )  
 
    19.81      
 
      (29.77 )  
 
      147      
 
      .44 5  
 
      .43 5  
 
      3.10 5
Class 529-A:                                                                                                        
Year ended 4/30/2013     30.56       .70       4.47       5.17       (.70 )           (.70 )     35.03       17.21       1,465       .71       .71       2.23  
Year ended 4/30/2012     29.62       .65       .97       1.62       (.68 )           (.68 )     30.56       5.72       1,262       .71       .71       2.30  
Year ended 4/30/2011     25.80       .67       3.81       4.48       (.66 )           (.66 )     29.62       17.73       1,138       .70       .70       2.58  
Year ended 4/30/2010     19.78       .63       6.05       6.68       (.66 )           (.66 )     25.80       34.20       932       .76       .76       2.71  
Year ended 4/30/2009     31.89       .62       (11.52 )     (10.90 )     (.71 )     (.50 )     (1.21 )     19.78       (34.57 )     709       .73       .71       2.55  
Class 529-B:                                                                                                        
Year ended 4/30/2013     30.44       .46       4.44       4.90       (.44 )           (.44 )     34.90       16.26       56       1.50       1.50       1.48  
Year ended 4/30/2012     29.48       .44       .96       1.40       (.44 )           (.44 )     30.44       4.90       79       1.50       1.50       1.55  
Year ended 4/30/2011     25.68       .48       3.77       4.25       (.45 )           (.45 )     29.48       16.79       117       1.50       1.50       1.85  
Year ended 4/30/2010     19.69       .45       6.02       6.47       (.48 )           (.48 )     25.68       33.15       145       1.56       1.56       1.93  
Year ended 4/30/2009     31.74       .42       (11.47 )     (11.05 )     (.50 )     (.50 )     (1.00 )     19.69       (35.08 )     126       1.53       1.51       1.74  
Class 529-C:                                                                                                        
Year ended 4/30/2013     30.39       .45       4.45       4.90       (.46 )           (.46 )     34.83       16.31       390       1.49       1.49       1.45  
Year ended 4/30/2012     29.46       .43       .96       1.39       (.46 )           (.46 )     30.39       4.88       349       1.49       1.49       1.52  
Year ended 4/30/2011     25.67       .47       3.78       4.25       (.46 )           (.46 )     29.46       16.79       330       1.49       1.49       1.80  
Year ended 4/30/2010     19.68       .45       6.02       6.47       (.48 )           (.48 )     25.67       33.19       288       1.55       1.55       1.93  
Year ended 4/30/2009     31.73       .43       (11.47 )     (11.04 )     (.51 )     (.50 )     (1.01 )     19.68       (35.08 )     226       1.52       1.50       1.75  
Class 529-E:                                                                                                        
Year ended 4/30/2013     30.44       .62       4.44       5.06       (.62 )           (.62 )     34.88       16.89       77       .96       .96       1.97  
Year ended 4/30/2012     29.50       .58       .96       1.54       (.60 )           (.60 )     30.44       5.46       67       .97       .97       2.04  
Year ended 4/30/2011     25.70       .60       3.79       4.39       (.59 )           (.59 )     29.50       17.40       62       .98       .98       2.30  
Year ended 4/30/2010     19.71       .56       6.03       6.59       (.60 )           (.60 )     25.70       33.80       53       1.05       1.05       2.43  
Year ended 4/30/2009     31.77       .55       (11.48 )     (10.93 )     (.63 )     (.50 )     (1.13 )     19.71       (34.74 )     41       1.02       1.00       2.26  

 

Washington Mutual Investors Fund 23
 

Financial highlights (continued)

 

          Income (loss) from                                                        
          investment operations 1     Dividends and distributions                                      
                Net gains                                                              
                (losses) on                                               Ratio of     Ratio of        
    Net asset           securities           Dividends           Total                       expenses to     expenses to     Ratio of  
    value,     Net     (both     Total from     (from net     Distributions     dividends     Net asset           Net assets,     average net     average net     net income  
    beginning     investment     realized and     investment     investment     (from capital     and     value, end     Total     end of period     assets before     assets after     to average  
    of period     income     unrealized)     operations     income)     gains)     distributions     of period     return 3     (in millions)     waivers     waivers 3     net assets 3  
                                                                               
Class 529-F-1:                                                                                                        
Year ended 4/30/2013   $ 30.51     $ .77     $ 4.47     $ 5.24     $ (.77 )   $     $ (.77 )   $ 34.98       17.49 %   $ 81       .49 %     .49 %     2.45 %
Year ended 4/30/2012     29.58       .71       .96       1.67       (.74 )           (.74 )     30.51       5.93       69       .49       .49       2.52  
Year ended 4/30/2011     25.77       .73       3.79       4.52       (.71 )           (.71 )     29.58       17.96       63       .48       .48       2.79  
Year ended 4/30/2010     19.76       .68       6.04       6.72       (.71 )           (.71 )     25.77       34.48       51       .55       .55       2.91  
Year ended 4/30/2009     31.85       .67       (11.50 )     (10.83 )     (.76 )     (.50 )     (1.26 )     19.76       (34.41 )     35       .52       .50       2.77  
Class R-1:                                                                                                        
Year ended 4/30/2013     30.37       .48       4.45       4.93       (.49 )           (.49 )     34.81       16.42       88       1.40       1.40       1.54  
Year ended 4/30/2012     29.44       .45       .96       1.41       (.48 )           (.48 )     30.37       4.97       86       1.40       1.40       1.60  
Year ended 4/30/2011     25.65       .48       3.79       4.27       (.48 )           (.48 )     29.44       16.90       81       1.41       1.41       1.86  
Year ended 4/30/2010     19.68       .46       6.01       6.47       (.50 )           (.50 )     25.65       33.21       67       1.47       1.47       1.98  
Year ended 4/30/2009     31.72       .45       (11.46 )     (11.01 )     (.53 )     (.50 )     (1.03 )     19.68       (34.99 )     44       1.43       1.41       1.85  
Class R-2:                                                                                                        
Year ended 4/30/2013     30.30       .49       4.42       4.91       (.50 )           (.50 )     34.71       16.39       753       1.37       1.37       1.57  
Year ended 4/30/2012     29.36       .46       .96       1.42       (.48 )           (.48 )     30.30       5.03       712       1.39       1.39       1.63  
Year ended 4/30/2011     25.59       .49       3.76       4.25       (.48 )           (.48 )     29.36       16.85       745       1.41       1.41       1.89  
Year ended 4/30/2010     19.62       .45       6.01       6.46       (.49 )           (.49 )     25.59       33.23       694       1.52       1.52       1.96  
Year ended 4/30/2009     31.64       .43       (11.44 )     (11.01 )     (.51 )     (.50 )     (1.01 )     19.62       (35.07 )     548       1.50       1.48       1.77  
Class R-3:                                                                                                        
Year ended 4/30/2013     30.43       .62       4.45       5.07       (.63 )           (.63 )     34.87       16.90       1,647       .97       .97       1.97  
Year ended 4/30/2012     29.49       .58       .97       1.55       (.61 )           (.61 )     30.43       5.47       1,443       .96       .96       2.05  
Year ended 4/30/2011     25.69       .60       3.79       4.39       (.59 )           (.59 )     29.49       17.41       1,367       .97       .97       2.33  
Year ended 4/30/2010     19.70       .57       6.02       6.59       (.60 )           (.60 )     25.69       33.85       1,280       1.03       1.03       2.45  
Year ended 4/30/2009     31.76       .56       (11.48 )     (10.92 )     (.64 )     (.50 )     (1.14 )     19.70       (34.72 )     1,010       .97       .95       2.29  
Class R-4:                                                                                                        
Year ended 4/30/2013     30.50       .71       4.47       5.18       (.72 )           (.72 )     34.96       17.28       1,823       .65       .65       2.28  
Year ended 4/30/2012     29.56       .67       .96       1.63       (.69 )           (.69 )     30.50       5.79       1,556       .65       .65       2.35  
Year ended 4/30/2011     25.76       .68       3.79       4.47       (.67 )           (.67 )     29.56       17.73       1,407       .66       .66       2.61  
Year ended 4/30/2010     19.75       .64       6.04       6.68       (.67 )           (.67 )     25.76       34.29       1,121       .72       .72       2.75  
Year ended 4/30/2009     31.83       .63       (11.50 )     (10.87 )     (.71 )     (.50 )     (1.21 )     19.75       (34.52 )     782       .69       .67       2.59  
Class R-5:                                                                                                        
Year ended 4/30/2013     30.60       .81       4.48       5.29       (.81 )           (.81 )     35.08       17.63       1,504       .35       .35       2.57  
Year ended 4/30/2012     29.66       .75       .97       1.72       (.78 )           (.78 )     30.60       6.09       1,236       .35       .35       2.65  
Year ended 4/30/2011     25.83       .76       3.82       4.58       (.75 )           (.75 )     29.66       18.14       1,021       .36       .36       2.92  
Year ended 4/30/2010     19.80       .72       6.05       6.77       (.74 )           (.74 )     25.83       34.62       868       .42       .42       3.08  
Year ended 4/30/2009     31.92       .70       (11.53 )     (10.83 )     (.79 )     (.50 )     (1.29 )     19.80       (34.31 )     1,129       .39       .37       2.91  
Class R-6:                                                                                                        
Year ended 4/30/2013     30.62       .82       4.49       5.31       (.83 )           (.83 )     35.10       17.68       2,943       .30       .30       2.61  
Year ended 4/30/2012     29.68       .76       .97       1.73       (.79 )           (.79 )     30.62       6.14       1,914       .31       .31       2.68  
Year ended 4/30/2011     25.85       .77       3.82       4.59       (.76 )           (.76 )     29.68       18.18       1,401       .31       .31       2.91  
Year ended 4/30/2010     19.95       .71       5.93       6.64       (.74 )           (.74 )     25.85       33.79       807       .37       .37       3.03  

 

    Year ended April 30  
      2013       2012       2011       2010       2009  
Portfolio turnover rate for all share classes     22%       22%       25%       22%       39%  

 

1 Based on average shares outstanding.
2 Total returns exclude any applicable sales charges, including contingent deferred sales charges.
3 This column reflects the impact, if any, of certain waivers from CRMC and WMC. During some of the periods shown, CRMC and WMC reduced fees for investment advisory services and business management services, respectively.
4 Based on operations for the period shown and, accordingly, is not representative of a full year.
5 Annualized.

 

See Notes to Financial Statements

 

24 Washington Mutual Investors Fund
 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of Washington Mutual Investors Fund

 

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Washington Mutual Investors Fund (the “Fund”) at April 30, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements 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 are free of material misstatement. An audit 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, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at April 30, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

Los Angeles, California
June 7, 2013

 

 

 

Washington Mutual Investors Fund

 

Part C

Other Information

 

 

Item 28. Exhibits for Registration Statement (1940 Act No. 811-01435 and 1933 Act No. 002-11051

 

(a-1) Articles of Incorporation – Certificate of Trust filed 8/20/09 and Agreement and Declaration of Trust dated 8/20/09 – previously filed (see P/E Amendment No. 120 filed 6/30/10)

 

(a-2) Amended and Restated Agreement and Declaration of Trust dated 12/20/12

 

(b) By-Laws – By-Laws – previously filed (see P/E Amendment No. 120 filed 6/30/10)

 

(c) Instruments Defining Rights of Security Holders – None

 

(d) Investment Advisory Contracts – Form of Investment Advisory Agreement dated 7/1/10 – previously filed (see P/E Amendment No. 120 filed 6/30/10)

 

(e-1) Underwriting Contracts – Form of Principal Underwriting Agreement dated 7/1/10 – previously filed (see P/E Amendment No. 120 filed 6/30/10); Form of Selling Group Agreement effective 7/1/10 – previously filed (see P/E Amendment No. 120 filed 6/30/10); Form of Amendment to Selling Group Agreement effective 12/1/10 – previously filed (see P/E Amendment No. 121 filed 6/29/11); Form of Amendment to Selling Group Agreement effective 2/1/11 – previously filed (see P/E Amendment No. 121 filed 6/29/11); Form of Bank/Trust Company Selling Group Agreement effective 7/1/10 – previously filed (see P/E Amendment No. 120 filed 6/30/10); Form of Amendment to Bank/Trust Company Selling Group Agreement effective 12/1/10 – previously filed (see P/E Amendment No. 121 filed 6/29/11); Form of Amendment to Bank/Trust Company Selling Group Agreement effective 2/1/11 – previously filed (see P/E Amendment No. 121 filed 6/29/11); Form of Class F Share Participation Agreement effective 7/1/10 – previously filed (see P/E Amendment No. 120 filed 6/30/10); Form of Amendment to Class F Share Participation Agreement effective 12/1/10 – previously filed (see P/E Amendment No. 121 filed 6/29/11); Form of Amendment to Class F Share Participation Agreement effective 2/1/11 – previously filed (see P/E Amendment No. 121 filed 6/29/11); Form of Bank/Trust Company Participation Agreement for Class F Shares effective 7/1/10 – previously filed (see P/E Amendment No. 120 filed 6/30/10); Form of Amendment to Bank/Trust Company Participation Agreement for Class F Shares effective 12/1/10 – previously filed (see P/E Amendment No. 121 filed 6/29/11); and Form of Amendment to Bank/Trust Company Participation Agreement for Class F Shares effective 2/1/11 – previously filed (see P/E Amendment No. 121 filed 6/29/11)

 

(e-2) Form of Amendment to Selling Group Agreement effective 5/18/12; Form of Amendment to the Selling Group Agreement effective 9/14/12; Form of Amendment to Bank/Trust Company Selling Group Agreement effective 5/18/12; Form of Amendment to the Bank/Trust Company Selling Group Agreement effective 9/14/12; Form of Amendment to Class F Share Participation Agreement effective 5/18/12; and Form of Amendment to Bank/Trust Company Participation Agreement for Class F Shares effective 5/18/12

 

(f) Bonus or Profit Sharing Contracts – Deferred Compensation Plan effective 3/21/13
 
 

 

(g) Custodian Agreements – Form of Global Custody Agreement dated 12/21/06

 

(h-1) Other Material Contracts – Form of Indemnification Agreement dated 7/1/10 – previously filed (see P/E Amendment No. 120 filed 6/30/10); Agreement and Plan of Reorganization – previously filed (see P/E Amendment No. 120 filed 6/30/10); Form of Amended and Restated Administrative Services Agreement dated 1/1/12 – previously filed (see P/E Amendment No. 123 filed 6/28/12); Form of Amended and Restated Shareholder Services Agreement dated 1/1/12 – previously filed (see P/E Amendment No. 123 filed 6/28/12);

 

(h-2) Form of Business Management Agreement dated 12/21/12

 

(i) Legal Opinion – Legal Opinion – previously filed (see P/E Amendment No. 120 filed 6/30/10)

 

(j) Other Opinions – Consent of Independent Registered Public Accounting Firm

 

(k) Omitted Financial Statements – None

 

(l) Initial Capital Agreements – None

 

(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 and R-1, R-2, R-3 and R-4 – previously filed (see P/E Amendment No. 120 filed 6/30/10)

 

(n) Rule 18f-3 – Form of Amended and Restated Multiple Class Plan dated 1/1/12 - previously filed (see P/E Amendment No. 123 filed 6/28/12)

 

(o) Reserved

 

(p) Code of Ethics – Code of Ethics for The Capital Group Companies dated March 2013; 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 Investment Adviser

 

None.

 

 

Item 32.  Principal Underwriters

 

(a) American Funds Distributors, Inc. is the Principal Underwriter of shares of: AMCAP Fund, American Balanced Fund, American Funds College Target Date Series, American Funds Corporate Bond Fund, American Funds Fundamental Investors, American Funds Global Balanced Fund, American Funds Global High-Income Opportunities Fund, The American Funds Income Series, American Funds Inflation Linked Bond Fund; American Funds Money Market Fund, American Funds Mortgage Fund, American Funds Portfolio Series, American Funds Short-Term Tax-Exempt Bond Fund, American Funds Target Date Retirement Series, American Funds Tax-Exempt Fund of New York, The American Funds Tax-Exempt Series I, The American Funds Tax-Exempt Series II, American High-Income Municipal Bond Fund, American High-Income Trust, American Mutual Fund, The Bond Fund of America, Capital Emerging Markets Total Opportunities Fund, Capital Income Builder, Capital Private Client Services Funds, Capital World Bond Fund, Capital World Growth and Income Fund, Emerging Markets Growth Fund, Inc., EuroPacific Growth Fund, The Growth Fund of America, The Income Fund of America, 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, New World Fund, Inc., Short-Term Bond Fund of America, SMALLCAP World Fund, Inc., The Tax-Exempt Bond Fund of America and Washington Mutual Investors Fund

 

 
 

(b)

 

 

 

(1)

Name and Principal

Business Address

 

(2)

Positions and Offices

with Underwriter

(3)

Positions and Offices

with Registrant

IRV

Laurie M. Allen

 

Director and Senior Vice President None
LAO

Dianne L. Anderson

 

Vice President None
LAO

William C. Anderson

 

 

 

Director, Senior Vice President and Director of Retirement Plan Business None
LAO

Dion T. Angelopoulos

 

Assistant Vice President None
LAO

T. Patrick Bardsley

 

Vice President None
LAO

Shakeel A. Barkat

 

Vice President None
IRV

Carl R. Bauer

 

Vice President None
LAO

Brett A. Beach

 

Assistant Vice President None
LAO

Roger J. Bianco, Jr.

 

Vice President None
LAO

John A. Blanchard

 

Senior Vice President None
LAO

Gerard M. Bockstie, Jr.

 

Senior Vice President None
LAO

Jonathan W. Botts

 

Vice President None
LAO

Bill Brady

 

Director and Senior Vice President None
LAO

Mick L. Brethower

 

Senior Vice President None
LAO

C. Alan Brown

 

Vice President None
LAO

Gary D. Bryce

 

Regional Vice President None
LAO

Sheryl M. Burford

 

Assistant Vice President None
LAO

Steven Calabria

 

Vice President None
LAO

Thomas E. Callahan

 

Vice President None
SNO

Susan H. Campbell

 

Vice President None
LAO

James D. Carter

 

Vice President None
 
 

 

LAO

Brian C. Casey

 

Senior Vice President None
LAO

Christopher J. Cassin

 

Senior Vice President None
LAO

Denise M. Cassin

 

Director, Senior Vice President and Director of Individual

Investor Business

 

None
LAO

Craig L. Castner

 

Regional Vice President 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

Christopher M. Conwell

 

Regional Vice President None
LAO

Charles H. Cote

 

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

Katherine Randall Danella

 

Assistant Vice President None
LAO

Brian M. Daniels

 

Vice President None
LAO

William F. Daugherty

 

Senior Vice President None
LAO

Shane L. Davis

 

Regional Vice President None
LAO

Peter J. Deavan

 

Vice President None
LAO

Guy E. Decker

 

Senior Vice President None
LAO

Renee A. Degner

 

Regional Vice President None
 
 

 

LAO

Daniel J. Delianedis

 

Senior Vice President None
LAO

James W. DeLouise

 

Assistant Vice President None
LAO

Bruce L. DePriester

 

 

 

Director,

Senior Vice President,

Treasurer and Controller

 

None
LAO

Hedy B. Donahue

 

Assistant Vice President None
LAO

Michael J. Downer

 

Director None
LAO

Ryan T. Doyle

 

Regional Vice President None
LAO

Alan J. Dumas

 

Regional Vice President None
LAO

Bryan K. Dunham

 

Regional Vice President None
LAO

Kevin C. Easley

 

Regional Vice President None
LAO

Timothy L. Ellis

 

Senior Vice President None
LAO

John M. Fabiano

 

Regional Vice President None
LAO

Lorna Fitzgerald

 

Vice President None
LAO

William F. Flannery

 

Senior Vice President None
LAO

John R. Fodor

 

 

Director and Executive Vice President None
LAO

Charles L. Freadhoff

 

Vice President None
LAO

Daniel B. Frick

 

Senior Vice President None
SNO

Arturo V. Garcia, Jr.

 

Assistant Vice President None
LAO

Brian K. Geiger

 

Regional Vice President None
LAO

J. Christopher Gies

 

Senior Vice President None
LAO

Earl C. Gottschalk

 

Vice President None
LAO

Robert E. Greeley, Jr.

 

Regional Vice President None
LAO

Jeffrey J. Greiner

 

Senior Vice President None
 
 

 

LAO

Eric M. Grey

 

Senior Vice President None
LAO

Christopher M. Guarino

 

Senior Vice President None
IRV

Steven Guida

 

Director and Senior Vice President None
LAO

Susan L. Hallock Smith

 

Vice President None
LAO

David R. Hanna

 

Regional Vice President None
LAO

Derek S. Hansen

 

Vice President None
LAO

John R. Harley

 

Senior Vice President None
LAO

Robert J. Hartig, Jr.

 

Senior Vice President None
LAO

Craig W. Hartigan

 

Vice President None
LAO

Russell K. Holliday

 

Vice President None
LAO

Heidi Horwitz-Marcus

 

Senior Vice President None
LAO

Kevin B. Hughes

 

Vice President None
LAO

David K. Hummelberg

 

Director and Senior Vice President None
LAO

Jeffrey K. Hunkins

 

Regional Vice President None
LAO

Marc Ialeggio

 

Vice President None
IND

David K. Jacocks

 

Assistant Vice President None
LAO

W. Chris Jenkins

 

Regional Vice President None
LAO

Linda Johnson

 

Vice President None
LAO

Marc J. Kaplan

 

Vice President None
LAO

John P. Keating

 

Senior Vice President None
LAO

Brian G. Kelly

 

Vice President None
LAO

Christopher J. Kennedy

 

Regional Vice President None
LAO

Ryan C. Kidwell

 

Vice President None
LAO

Mark Kistler

 

Vice President None
 
 

 

NYO

Dorothy Klock

 

Senior Vice President None
LAO

Stephen J. Knutson

 

Assistant Vice President None
IRV

Elizabeth K. Koster

 

Vice President None
LAO

Christopher F. Lanzafame

 

Vice President None
IRV

Laura Lavery

 

Vice President None
LAO

R. Andrew LeBlanc

 

Director and Senior Vice President None
LAO

Matthew N. Leeper

 

Regional 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

 

Senior Vice President None
LAO

James M. Maher

 

Regional Vice President None
LAO

Brendan T. Mahoney

 

Senior Vice President None
LAO

Nathan G. Mains

 

Regional Vice President None
LAO

Paul R. Mayeda

 

Assistant Vice President None
LAO

Eleanor P. Maynard

 

Vice President None
LAO Dana C. McCollum

Vice President

 

None
LAO

Joseph A. McCreesh, III

 

Vice President None
LAO

Ross M. McDonald

 

Regional Vice President None
LAO

Timothy W. McHale

 

Secretary None
LAO

Will McKenna

 

Vice President None
LAO

Scott M. Meade

 

Senior Vice President None
LAO

David A. Merrill

 

Assistant Vice President None
 
 

 

LAO

William C. Miller, Jr.

 

Senior Vice President None
LAO

William T. Mills

 

Vice President None
LAO

Sean C. Minor

 

Regional Vice President None
LAO

James R. Mitchell III

 

Regional Vice President None
LAO

Charles L. Mitsakos

 

Senior Vice President None
LAO

Linda M. Molnar

 

Vice President None
LAO

Monty L. Moncrief

 

Vice President None
LAO

Brian D. Munson

 

Vice President None
LAO

Jon Christian Nicolazzo

 

Regional Vice President None
LAO

Earnest M. Niemi

 

Regional Vice President None
LAO

Jack Nitowitz

 

Vice President None
LAO

William E. Noe

 

Senior Vice President None
LAO

Matthew P. O’Connor

 

 

Director and Executive Vice President None
LAO

Peter A. Olsen

 

Regional Vice President None
LAO

Jonathan H. O’Flynn

 

Vice President None
LAO

Jeffrey A. Olson

 

Vice President None
LAO

Thomas A. O’Neil

 

Vice President None
LAO

Shawn M. O’Sullivan

 

Vice President None
IND

Lance T. Owens

 

Regional Vice President None
LAO

Rodney Dean Parker II

 

Regional Vice President None
LAO

W. Burke Patterson, Jr.

 

Senior Vice President None
LAO

Gary A. Peace

 

Senior Vice President None
LAO

David K. Petzke

 

Senior Vice President None
 
 

 

IRV

John H. Phelan, Jr.

 

Director None
LAO

Joseph M. Piccolo

 

Regional Vice President None
LAO

Keith A. Piken

 

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

 

Senior Vice President None
LAO

Steven J. Quagrello

 

Vice President None
LAO

Mike Quinn

 

Vice President None
SNO

John P. Raney

 

Vice President None
LAO

James P. Rayburn

 

Vice President None
LAO

Rene M. Reincke

 

Vice President None
LAO

Jeffrey Robinson

 

Vice President None
LAO

Suzette M. Rothberg

 

Senior Vice President None
LAO

James F. Rothenberg

 

 

Non-Executive Chairman and Director None
LAO

Romolo D. Rottura

 

Senior Vice President None
LAO

Shane A. Russell

 

Regional Vice President None
LAO

William M. Ryan

 

Vice President None
LAO

Dean B. Rydquist

 

 

Director, Senior Vice President and Chief Compliance Officer None
LAO

Richard A. Sabec, Jr.

 

Senior Vice President None
LAO

Paul V. Santoro

 

Senior Vice President None
LAO

Keith A. Saunders

 

Regional 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

David L. Schroeder

 

Vice President None
LAO

James J. Sewell III

 

Vice President None
LAO

Arthur M. Sgroi

 

Senior Vice President None
LAO

Michael J. Sheldon

 

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
LAO

Matthew Smith

 

Assistant Vice President None
SNO

Stacy D. Smolka

 

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

 

Vice President None
NYO

Andrew B. Suzman

 

Director None
LAO

Libby J. Syth

 

Vice President None
LAO

David R. Therrien

 

Assistant Vice President None
LAO

Gary J. Thoma

 

Senior Vice President None
LAO

John B. Thomas

 

Regional Vice President None
LAO

Mark R. Threlfall

 

Vice President None
IND

James P. Toomey

 

Vice President None
 
 

 

LAO

Luke N. Trammell

 

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

 

Vice President None
LAO

J. David Viale

 

Senior Vice President None
DCO

Bradley J. Vogt

 

Director None
LAO

Jon N. Wainman

 

Regional Vice President 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

George J. Wenzel

 

Senior Vice President None
LAO

Adam B. Whitehead

 

Regional Vice President None
LAO

Steven C. Wilson

 

Vice President None
LAO

Steven Wilson

 

Vice President None
LAO

Kurt A. Wuestenberg

 

Senior Vice President None
LAO

Jason P. Young

 

Director and Senior 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, 12811 North Meridian Street, Carmel, IN 46032
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., 15 th 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 2000, San Francisco, CA 94105
SNO Business Address, 3500 Wiseman Boulevard, San Antonio, TX  78251

 

 
 

(c)   Not applicable.

 

 

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; 12811 North Meridian Street, Carmel, Indiana 46032 ; 14636 North Scottsdale Road, Scottsdale, Arizona 85254 ; 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 the fund's custodian, JPMorgan Chase Bank, N.A., 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 of Los Angeles, and State of California, on the 27 th day of June, 2013.

 

WASHINGTON MUTUAL INVESTORS FUND

 

By /s/ Alan N. Berro

(Alan N. Berro, Vice Chairman of the Board)

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below on June 27, 2013, by the following persons in the capacities indicated.

 

  Signature Title
(1) Principal Executive Officer:  
     
  /s/ Alan N. Berro Vice Chairman of the Board, President and Trustee
  (Alan N. Berro)  
     
(2) Principal Financial Officer and Principal Accounting Officer:
     
  /s/ Brian D. Bullard Treasurer
  (Brian D. Bullard)  
     
(3) Trustees:  
     
  Charles E. Andrews* Trustee
     
  /s/ Alan N. Berro Vice Chairman of the Board, President and Trustee
  (Alan N. Berro)  
     
  Nariman Farvardin* Trustee
  Barbara Hackman Franklin* Trustee
  Mary Davis Holt* Trustee
  R. Clark Hooper* Trustee
  James C. Miller III* Trustee
  Donald L. Nickles* Trustee
     
  /s/ Paul F. Roye Trustee
  (Paul F. Roye)  
     
  William J. Shaw* Trustee
  J. Knox Singleton* Chairman of the Board (Independent and Non-Executive)
  Jeffrey L. Steele* Trustee
  Lydia W. Thomas* Trustee
     
  *By: /s/ Vincent P. Corti  
  (Vincent P. Corti, pursuant to a power of attorney filed herewith)

 

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/ Erik A Vayntrub

(Erik A. Vayntrub)

 
 

POWER OF ATTORNEY

 

 

I, Charles E. Andrews, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

- Washington Mutual Investors Fund (File No. 002-11051, File No. 811-00604)

 

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

 

Jennifer Butler

Vincent P. Corti

Steven I. Koszalka

Julie E. Lawton

Patrick F. Quan

Raymond F. Sullivan, Jr.

Courtney R. Taylor

 

 

 

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 Vienna, VA , this 15 th day of April, 2013.

(City, State)

 

 

/s/ Charles E. Andrews

Charles E. Andrews, Board member

 
 

POWER OF ATTORNEY

 

 

I, Nariman Farvardin, Ph.D., the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

-           Washington Mutual Investors Fund (File No. 002-11051, File No. 811-00604)

- American Funds Tax-Exempt Series I ( File No. 033-05270, File No. 811-04653)

 

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

 

Jennifer Butler

Vincent P. Corti

Steven I. Koszalka

Julie E. Lawton

Patrick F. Quan

Raymond F. Sullivan, Jr.

Courtney R. Taylor

 

 

 

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 Hoboken, NJ , this 21 st day of February, 2013.

(City, State)

 

 

/s/ Nariman Farvardin

Nariman Farvardin, Ph.D., Board member
 
 

POWER OF ATTORNEY

 

 

I, Barbara Hackman Franklin, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

-           Washington Mutual Investors Fund (File No. 002-11051, File No. 811-00604)

- American Funds Tax-Exempt Series I ( File No. 033-05270, File No. 811-04653)

 

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

 

Jennifer Butler

Vincent P. Corti

Steven I. Koszalka

Julie E. Lawton

Patrick F. Quan

Raymond F. Sullivan, Jr.

Courtney R. Taylor

 

 

 

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 12 th day of February, 2013.

(City, State)

 

 

/s/ Barbara Hackman Franklin

Barbara Hackman Franklin, Board member

 
 

POWER OF ATTORNEY

 

 

I, Mary Davis Holt, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

-           Washington Mutual Investors Fund (File No. 002-11051, File No. 811-00604)

 

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

 

Jennifer Butler

Vincent P. Corti

Steven I. Koszalka

Julie E. Lawton

Patrick F. Quan

Raymond F. Sullivan, Jr.

Courtney R. Taylor

 

 

 

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 Alexandria, VA , this 17 th day of February, 2013.

(City, State)

 

 

/s/ Mary Davis Holt

Mary Davis Holt, Board member

 
 

POWER OF ATTORNEY

 

 

I, R. Clark Hooper, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

-           Washington Mutual Investors Fund (File No. 002-11051, File No. 811-00604)

- American Funds Tax-Exempt Series I ( File No. 033-05270, File No. 811-04653)

 

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

 

Jennifer Butler

Vincent P. Corti

Steven I. Koszalka

Julie E. Lawton

Patrick F. Quan

Raymond F. Sullivan, Jr.

Courtney R. Taylor

 

 

 

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 Bryn Mawr, PA , this 7 th day of February, 2013.

(City, State)

 

 

/s/ R. Clark Hooper

R. Clark Hooper, Board member

 
 

 

POWER OF ATTORNEY

 

 

I, James C. Miller, III, Ph.D., the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

-           Washington Mutual Investors Fund (File No. 002-11051, File No. 811-00604)

- American Funds Tax-Exempt Series I ( File No. 033-05270, File No. 811-04653)

 

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

 

Jennifer Butler

Vincent P. Corti

Steven I. Koszalka

Julie E. Lawton

Patrick F. Quan

Raymond F. Sullivan, Jr.

Courtney R. Taylor

 

 

 

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, VA , this 9 th day of February, 2013.

(City, State)

 

 

/s/ James C. Miller, III

James C. Miller, III, Ph.D., Board member

 
 

POWER OF ATTORNEY

 

 

I, Donald L. Nickles, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

-           Washington Mutual Investors Fund (File No. 002-11051, File No. 811-00604)

 

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

 

Jennifer Butler

Vincent P. Corti

Steven I. Koszalka

Julie E. Lawton

Patrick F. Quan

Raymond F. Sullivan, Jr.

Courtney R. Taylor

 

 

 

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 8 th day of February, 2013.

(City, State)

 

 

/s/ Donald L. Nickles

Donald L. Nickles, Board member

 
 

POWER OF ATTORNEY

 

 

I, William J. Shaw, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

-           Washington Mutual Investors Fund (File No. 002-11051, File No. 811-00604)

- American Funds Tax-Exempt Series I ( File No. 033-05270, File No. 811-04653)

 

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

 

Jennifer Butler

Vincent P. Corti

Steven I. Koszalka

Julie E. Lawton

Patrick F. Quan

Raymond F. Sullivan, Jr.

Courtney R. Taylor

 

 

 

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 Bethesda, MD , this 7 th day of February, 2013.

(City, State)

 

 

/s/ William J. Shaw

William J. Shaw, Board member

 
 

POWER OF ATTORNEY

 

 

I, J. Knox Singleton, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

-           Washington Mutual Investors Fund (File No. 002-11051, File No. 811-00604)

- American Funds Tax-Exempt Series I ( File No. 033-05270, File No. 811-04653)

 

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

 

Jennifer Butler

Vincent P. Corti

Steven I. Koszalka

Julie E. Lawton

Patrick F. Quan

Raymond F. Sullivan, Jr.

Courtney R. Taylor

 

 

 

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 Falls Church, VA , this 8 th day of February, 2013.

(City, State)

 

 

/s/ J. Knox Singleton

J. Knox Singleton, Board member

 
 

POWER OF ATTORNEY

 

 

 

I, Jeffrey L. Steele, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

-           Washington Mutual Investors Fund (File No. 002-11051, File No. 811-00604)

- American Funds Tax-Exempt Series I ( File No. 033-05270, File No. 811-04653)

 

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

 

Jennifer Butler

Vincent P. Corti

Steven I. Koszalka

Julie E. Lawton

Patrick F. Quan

Raymond F. Sullivan, Jr.

Courtney R. Taylor

 

Brian D. Bullard

Karl C. Grauman

Dori Laskin

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 19 th day of March, 2013.

(City, State)

 

 

 

/s/ Jeffrey L. Steele

Jeffrey L. Steele, Board member

 
 

POWER OF ATTORNEY

 

 

I, Lydia W. Thomas, Ph.D., the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

-           Washington Mutual Investors Fund (File No. 002-11051, File No. 811-00604)

 

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

 

Jennifer Butler

Vincent P. Corti

Steven I. Koszalka

Julie E. Lawton

Patrick F. Quan

Raymond F. Sullivan, Jr.

Courtney R. Taylor

 

 

 

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 Gaithersburg, MD , this 14 th day of February, 2013.

(City, State)

 

 

/s/ Lydia W. Thomas

Lydia W. Thomas, Ph.D., Board member

 

 

WASHINGTON MUTUAL INVESTORS FUND

amended and restated

agreement and
declaration of trust

Dated: December 20, 2012

 
 

TABLE OF CONTENTS

Page

 

ARTICLE 1 NAME, PURPOSE AND DEFINITIONS     1  
  Section 1.1     Name     1  
  Section 1.2     Trust Purpose     1  
  Section 1.3     Definitions     2  
ARTICLE 2 BENEFICIAL INTEREST     3  
  Section 2.1     Shares of Beneficial Interest     3  
  Section 2.2     Issuance of Shares     3  
  Section 2.3     Register of Shares and Share Certificates     4  
  Section 2.4     Transfer of Shares     4  
  Section 2.5     Treasury Shares     4  
  Section 2.6     Establishment of Series and Classes     5  
  Section 2.7     Investment in the Trust     5  
  Section 2.8     Assets and Liabilities Belonging to Series or Class     6  
  Section 2.9     No Preemptive Rights     7  
  Section 2.10     Conversion Rights     7  
  Section 2.11     Derivative Actions     7  
  Section 2.12     Fractions     8  
  Section 2.13     No Appraisal Rights     8  
  Section 2.14     Status of Shares     8  
  Section 2.15     Shareholders     9  
ARTICLE 3 THE TRUSTEES     9  
  Section 3.1     Election     9  
  Section 3.2     Term of Office of Trustees; Resignation and Removal     9  
  Section 3.3     Vacancies and Appointment of Trustees     10  
  Section 3.4     Number of Trustees     11  
  Section 3.5     Effect of Death, Resignation, Etc. of a Trustee     11  
  Section 3.6     Ownership of Assets of the Trust     11  
  Section 3.7     Series Trustees     11  
  Section 3.8     No Accounting     12  
ARTICLE 4 POWERS OF THE TRUSTEES     12  
  Section 4.1     Powers     12  
  Section 4.2     Trustees and Officers as Shareholders     17  
  Section 4.3     Action by the Trustees and Committees     17  
  Section 4.4     Chairman of the Trustees     18  
  Section 4.5     Principal Transactions     18  
ARTICLE 5 INVESTMENT ADVISER, INVESTMENT SUB-ADVISER, PRINCIPAL UNDERWRITER, ADMINISTRATOR, TRANSFER AGENT, CUSTODIAN AND OTHER CONTRACTORS     19  
  Section 5.1     Certain Contracts     19  
ARTICLE 6 SHAREHOLDER VOTING POWERS AND MEETINGS     21  

  Section 6.1     Voting     21  
i
 

  Section 6.2     Notices     22  
  Section 6.3     Meetings of Shareholders     22  
  Section 6.4     Record Date     22  
  Section 6.5     Notice of Meetings     23  
  Section 6.6     Proxies, Etc     23  
  Section 6.7     Action by Written Consent     24  
  Section 6.8     Delivery by Electronic Transmission or Otherwise     24  
ARTICLE 7 DISTRIBUTIONS AND REDEMPTIONS     24  
  Section 7.1     Distributions     24  
  Section 7.2     Redemption by Shareholder.     25  
  Section 7.3     Redemption by Trust     25  
  Section 7.4     Net Asset Value     26  
  Section 7.5     Power to Modify Procedures     27  
ARTICLE 8 COMPENSATION, LIMITATION OF LIABILITY OF TRUSTEES     27  
  Section 8.1     Compensation     27  
  Section 8.2     Limitation of Liability     27  
  Section 8.3     Fiduciary Duty     28  
  Section 8.4     Indemnification     29  
  Section 8.5     Indemnification Determinations     30  
  Section 8.6     Indemnification Not Exclusive     30  
  Section 8.7     Reliance on Experts, Etc.     30  
  Section 8.8     No Duty of Investigation; Notice in Trust Instrument     31  
  Section 8.9     No Bond Required of Trustees     31  
  Section 8.10     Insurance     31  
ARTICLE 9 MISCELLANEOUS     31  
  Section 9.1     Trust Not a Partnership     31  
  Section 9.2     Dissolution and Termination of Trust, Series or Class.     32  
  Section 9.3     Merger, Consolidation, Incorporation.     33  
  Section 9.4     Filing of Copies, References, Headings     34  
  Section 9.5     Applicable Law     34  
  Section 9.6     Amendments     35  
  Section 9.7     Fiscal Year     35  
  Section 9.8     Provisions in Conflict with Law     35  
  Section 9.9     Reliance by Third Parties     35  

 

 

 

ii
 

WASHINGTON MUTUAL INVESTORS FUND

AMENDED and RESTATED

AGREEMENT AND
DECLARATION OF TRUST

 

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of WASHINGTON MUTUAL INVESTORS FUND, a Delaware statutory trust, made as of December 20, 2012, 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 “Washington Mutual Investors 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

1
 

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

2
 

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

3
 

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

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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 Classes of Shares of the Trust: Class A, Class B, Class C, Class F-1, Class F-2, Class 529-A, Class 529-B, Class 529-C, Class 529-E, Class 529-F-1, Class R-1, Class R-2, Class R-3, Class R-4, Class R-5 and Class 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

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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

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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.

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(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 are not “independent trustees” (as that term is defined in the Act); 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.

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

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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.

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 3.5 hereof). Removal with cause shall include, but not be limited to, the removal of a Trustee due to physical or mental incapacity.

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(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

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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.

             

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Section 3.8

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

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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;

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(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

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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,

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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

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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

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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 Trustees . The Trustees may appoint one of their number to be Chairman of the 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 Chairman 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

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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.

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(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)

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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.

             

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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

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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 facsimile 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

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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

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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

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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

26
 

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.

27
 

(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

28
 

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

29
 

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

30
 

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.

31
 

(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

32
 

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

33
 

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

34
 

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.

35
 

 

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 December, 2012.

 

 

/s/ Nariman Farvardin   /s/ Donald L. Nickles
Nariman Farvardin, Trustee   Donald L. Nickles, Trustee

 

/s/ Barbara Hackman Franklin   /s/ William J. Shaw
Barbara Hackman Franklin, Trustee   William J. Shaw, Trustee

 

/s/ Mary Davis Holt   /s/ J. Knox Singleton
Mary Davis Holt, Trustee   J. Knox Singleton, Trustee

 

/s/ R. Clark Hooper   /s/ Jeffrey L. Steele
R. Clark Hooper, Trustee   Jeffrey L. Steele, Trustee

 

/s/ James H. Lemon, Jr   /s/ Michael W. Stockton
James H. Lemon, Jr., Trustee   Michael W. Stockton, Trustee

 

/s/ James C. Miller III   /s/ Lydia Waters Thomas
James C. Miller III, Trustee   Lydia Waters Thomas, Trustee

 

 

36
 

American Funds Distributors, Inc.

333 South Hope Street

Los Angeles, California 90071

(800) 421 9900 Extension 4

 

 

 

April 2012

 

 

 

To Our Dealer Friends,

 

 

As you may know, American Funds recently announced plans to introduce a series of eight funds, American Funds Portfolio Series.  Each fund in American Funds Portfolio Series will seek its investment objective by investing in a combination of American Funds.  American Funds Portfolio Series will be available for sale to the public beginning May 18, 2012.

 

The purpose of this notice is to amend your Selling Group Agreement (the “Agreement”) with American Funds Distributors, Inc. to reflect the addition of American Funds Portfolio Series.

 

In consideration of the foregoing, the Agreement is amended as follows, effective May 18, 2012:

 

 

1.   The existing Schedule A to the Agreement is replaced in its entirety by the new Schedule A attached hereto.

 

 

*           *           *           *           *

 

 

The Agreement remains unchanged in all other respects.  You need not sign this amendment; any order for fund shares received by us beginning May 18, 2012 shall be deemed an acceptance of this amendment to your Agreement.  Of course, even if your Agreement is automatically amended to reflect these new terms, you are not obligated to sell the new funds.

 

 

 

Cordially,

 

/s/ Kevin G. Clifford


Kevin G. Clifford

President

 

 

 
 

 

 

Schedule A

May 18, 2012

(supersedes all previous versions of Schedule A – last version dated February 1, 2011)

 

  A B C F-1 529-A 529-B 529-C 529-E R-1 R-2 R-3 R-4 R-5 R-6
Category 1                            
AMCAP Fund e

e

e

American Balanced Fund

e

e

e

American Funds Global Balanced Fund

e

e

e

American Funds Portfolio Series

     American Funds Balanced Portfolio

     American Funds Global Growth Portfolio

     American Funds Growth and Income Portfolio

     American Funds Growth Portfolio

     American Funds Income Portfolio

e

e

e

l
American Funds Target Date Retirement Series

na na e na na na na

American Mutual Fund

e

e

e

Capital Income Builder

e

e

e

Capital World Growth and Income Fund

e

e

e

EuroPacific Growth Fund

e

e

e

Fundamental Investors

e

e

e

The Growth Fund of America

e

e

e

The Income Fund of America

e

e

e

International Growth and Income Fund

e

e

e

The Investment Company of America

e

e

e

The New Economy Fund

e

e

e

New Perspective Fund

e

e

e

New World Fund

e

e

e

SMALLCAP World Fund

e

e

e

Washington Mutual Investors Fund

e

e

e

 

Category 2

                           
American Funds Mortgage Fund

e

e

e

American Funds Portfolio Series

    American Funds Tax-Advantaged Income Portfolio

 

 

e

 

 

e

 

na

 

na

 

na

 

na

 

na

 

na

 

na

 

na

 

na

 

na

American Funds Tax-Exempt Fund of New York

e

e na na na na na na na na na na
American High-Income Municipal Bond Fund

e

e na na na na na na na na na na
American High-Income Trust

e

e

e

The Bond Fund of America

e

e

e

Capital World Bond Fund

e

e

e

The Tax-Exempt Bond Fund of America

e

e na na na na na na na na na na
The Tax-Exempt Fund of California

e

e na na na na na na na na na na
The Tax-Exempt Fund of Maryland

e

e na na na na na na na na na na
The Tax-Exempt Fund of Virginia

e

e na na na na na na na na na na

U.S. Government Securities Fund

 

 

e

e

e

l

 

 

 
 

 

Schedule A

May 18, 2012

(supersedes all previous versions of Schedule A – last version dated February 1, 2011)

 

 

  A B C F-1 529-A 529-B 529-C 529-E R-1 R-2 R-3 R-4 R-5 R-6

 

Category 3

                           

American Funds Portfolio Series

    American Funds Preservation Portfolio

    American Funds Tax-Exempt Preservation Portfolio

 

 

e

e

 

 

e

e

 

na

 

na

 

na

 

na

 

● 

na

 

na

 

na

 

na

 

na

 

na

American Funds Short-Term Tax-Exempt Bond Fund

e e e na na na na na na na na na na
Intermediate Bond Fund of America

e e e

e e

Limited Term Tax-Exempt Bond Fund of America

e e e na na na na na na na na na na
Short-Term Bond Fund of America

e e e

e e

 

Category 4

                           
American Funds Money Market Fund

e e e

e e

l

 

Class F-1, Class F-2 and Class 529-F-1 shares are available for purchase 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

(800) 421 - 3118

 

August 2012

 

To Our Dealer Friends,

 

 

As you may know, American Funds recently announced plans to introduce American Funds College Target Date Series (the “Series”) to the American Funds family.  The Series is comprised of seven funds of funds designed for investors saving for college.  The Series will be offered through the CollegeAmerica Program and be available for sale to the public beginning September 14, 2012.  The purpose of this notice is to amend your Selling Group Agreement (the “Agreement”) with American Funds Distributors, Inc. to reflect the addition of the Series.

 

As compared to other American Funds, the Series will have a new concession schedule for Class 529-A shares that provides a maximum dealer concession of 3.50% on investments for all funds in the Series except American Funds College Enrollment Fund.  The College Enrollment Fund will have a maximum dealer concession of 2.00% on investments. As a result of the new Class 529-A concession schedule, we are creating a new category of compensation for purposes of the Agreement.  These changes are detailed in the Agreement amendment below.

 

In consideration of the foregoing, the Agreement is amended as follows effective September 14, 2012:

 

1. The existing Schedule A to the Agreement is replaced in its entirety by the new Schedule A attached hereto.
2. A concession schedule for the new Category 5 Funds is added to the Agreement as follows:

 

On sales of Class 529-A shares of Funds listed in Category 5 on the attached Schedule A that are accepted by us and for which you are responsible, you will be paid dealer concessions as follows:

 

 

Purchases

Concession as

Percentage of

Offering Price

Sales Charge

as Percentage

of Offering Price

Less than $100,000 3.50% 4.25%
$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 million 1.20% 1.50%
$1 million or more See Agreement None

 

*           *           *           *           *

 

The Agreement remains unchanged in all other respects.  You need not sign this amendment; any order for fund shares received by us beginning September 14, 2012 shall be deemed an acceptance of this amendment to your Agreement.  Of course, even if your Agreement is automatically amended to reflect these new terms, you are not obligated to sell the new funds.  If you have any questions related to the amendment, please contact us at (800) 421-3118.

 

Cordially,

 


/s/ Kevin G. Clifford

Kevin G. Clifford

President

 

 
 

Schedule A

September 14, 2012

 (supersedes all previous versions of Schedule A – last version dated May 18, 2012)

 

  A B C F-1 529-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 e l e l l l l l l l l
American Balanced Fund l e l e l e l l l l l l l l
American Funds Global Balanced Fund l e l e l e l l l l l l l l

American Funds Portfolio Series

American Funds Balanced Portfolio

American Funds Global Growth Portfolio

American Funds Growth and Income Portfolio

American Funds Growth Portfolio

American Funds Income Portfolio

l e l e l e l l l l l l l l
American Funds Target Date Retirement Series l na na e na na na na l l l l l l
American Mutual Fund l e l e l e l l l l l l l l
Capital Income Builder l e l e l e l l l l l l l l
Capital World Growth and Income Fund l e l e l e l l l l l l l l
EuroPacific Growth Fund l e l e l e l l l l l l l l
Fundamental Investors l e l e l e l l l l l l l l
The Growth Fund of America l e l e l e l l l l l l l l
The Income Fund of America l e l e l e l l l l l l l l
International Growth and Income Fund l e l e l e l l l l l l l l
The Investment Company of America l e l e l e l l l l l l l l
The New Economy Fund l e l e l e l l l l l l l l
New Perspective Fund l e l e l e l l l l l l l l
New World Fund l e l e l e l l l l l l l l
SMALLCAP World Fund l e l e l e l l l l l l l l
Washington Mutual Investors Fund l e l e l e l l l l l l l l
Category 2                            
American Funds Mortgage Fund l e l e l e l l l l l l l l

American Funds Portfolio Series

American Funds Tax-Advantaged Income Portfolio

 

e

 

e

 

na

 

na

 

na

 

na

 

na

 

na

 

na

 

na

 

na

 

na

                             
American Funds Tax-Exempt Fund of New York l e l e na na na na na na na na na na
American High-Income Municipal Bond Fund l e l e na na na na na na na na na na
American High-Income Trust l e l e l e l l l l l l l l
The Bond Fund of America l e l e l e l l l l l l l l
Capital World Bond Fund l e l e l e l l l l l l l l
The Tax-Exempt Bond Fund of America l e l e na na na na na na na na na na
The Tax-Exempt Fund of California l e l e na na na na na na na na na na
The Tax-Exempt Fund of Maryland l e l e na na na na na na na na na na
The Tax-Exempt Fund of Virginia l e l e na na na na na na na na na na
U.S. Government Securities Fund l e l e l e l l l l l l l l

 

 
 

Schedule A

September 14, 2012

 (supersedes all previous versions of Schedule A – last version dated May 18, 2012)

 

  A B C F-1 529-A 529-B 529-C 529-E R-1 R-2 R-3 R-4 R-5 R-6
Category 3                            
American Funds College Enrollment Fund na na na na l e l l na na na na na na

American Funds Portfolio Series

American Funds Preservation Portfolio

American Funds Tax-Exempt Preservation Portfolio

 

l
l

 

e

e

 

l
l
 

 

e

e

 

l

na

 

l

na

 

l

na

 

l

na

 

l

na

 

l

na

 

l

na

 

l

na

 

l

na

 

l

na

American Funds Short-Term Tax-Exempt Bond Fund l e e e na na na na na na na na na na
Intermediate Bond Fund of America l e e e l e e l l l l l l l
Limited Term Tax-Exempt Bond Fund of America l e e e na na na na na na na na na na
Short-Term Bond Fund of America l e e e l e e l l l l l l l
Category 4                            
American Funds Money Market Fund l e e e l e e l l l l l l l
Category 5                            
American Funds College Target Date Series (all funds except American Funds College Enrollment Fund) na na na na l e l l na na na na na na

 

Class F-1, Class F-2 and Class 529-F-1 shares are available for purchase 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

(800) 421 9900 Extension 4

 

 

April 2012

 

 

Ladies and Gentlemen,

 

As you may know, American Funds recently announced plans to introduce a series of eight funds, American Funds Portfolio Series.  Each fund in American Funds Portfolio Series will seek its investment objective by investing in a combination of American Funds.  American Funds Portfolio Series will be available for sale to the public beginning May 18, 2012.

 

The purpose of this notice is to amend your Bank/Trust Company Selling Group Agreement (the “Agreement”) with American Funds Distributors, Inc. to reflect the addition of American Funds Portfolio Series.

 

In consideration of the foregoing, the Agreement is amended as follows, effective May 18, 2012:

 

 

1.   The existing Schedule A to the Agreement is replaced in its entirety by the new Schedule A attached hereto.

 

 

*           *           *           *           *

 

The Agreement remains unchanged in all other respects.  You need not sign this amendment; any order for fund shares received by us beginning May 18, 2012 shall be deemed an acceptance of this amendment to your Agreement.  Of course, even if your Agreement is automatically amended to reflect these new terms, you are not obligated to sell the new funds.

 

 

Cordially,

 

/s/ Kevin G. Clifford

 

Kevin G. Clifford

President

 

 

 
 

 

Schedule A

May 18, 2012

(supersedes all previous versions of Schedule A – last version dated February 1, 2011)

 

  A B C F-1 529-A 529-B 529-C 529-E R-1 R-2 R-3 R-4 R-5 R-6
Category 1                            
AMCAP Fund

e

e

e

American Balanced Fund

e

e

e

American Funds Global Balanced Fund

e

e

e

American Funds Portfolio Series

     American Funds Balanced Portfolio

     American Funds Global Growth Portfolio

     American Funds Growth and Income Portfolio

     American Funds Growth Portfolio

     American Funds Income Portfolio

e

e

e

American Funds Target Date Retirement Series

na na e na na na na

American Mutual Fund

e

e

e

Capital Income Builder

e

e

e

Capital World Growth and Income Fund

e

e

e

EuroPacific Growth Fund

e

e

e

Fundamental Investors

e

e

e

The Growth Fund of America

e

e

e

The Income Fund of America

e

e

e

International Growth and Income Fund

e

e

e

The Investment Company of America

e

e

e

The New Economy Fund

e

e

e

New Perspective Fund

e

e

e

New World Fund

e

e

e

SMALLCAP World Fund

e

e

e

Washington Mutual Investors Fund

e

e

e

 

Category 2

                           
American Funds Mortgage Fund

e

e

e

American Funds Portfolio Series

    American Funds Tax-Advantaged Income Portfolio

 

 

e

 

 

e

 

na

 

na

 

na

 

na

 

na

 

na

 

na

 

na

 

na

 

na

American Funds Tax-Exempt Fund of New York

e

e na na na na na na na na na na
American High-Income Municipal Bond Fund

e

e na na na na na na na na na na
American High-Income Trust

e

e

e

The Bond Fund of America

e

e

e

Capital World Bond Fund

e

e

e

The Tax-Exempt Bond Fund of America

e

e na na na na na na na na na na
The Tax-Exempt Fund of California

e

e na na na na na na na na na na
The Tax-Exempt Fund of Maryland

e

e na na na na na na na na na na
The Tax-Exempt Fund of Virginia

e

e na na na na na na na na na na

U.S. Government Securities Fund

 

 

e

e

e

l

 

 

 

 
 

 

 

Schedule A

May 18, 2012

(supersedes all previous versions of Schedule A – last version dated February 1, 2011)

 

 

  A B C F-1 529-A 529-B 529-C 529-E R-1 R-2 R-3 R-4 R-5 R-6

 

Category 3

                           

American Funds Portfolio Series

    American Funds Preservation Portfolio

    American Funds Tax-Exempt Preservation Portfolio

 

 

e

e

 

 

e

e

 

na 

 

na

 

na

 

na

 

na

 

na

 

na

 

na

 

na

 

na

American Funds Short-Term Tax-Exempt Bond Fund

e e e na na na na na na na na na na
Intermediate Bond Fund of America

e e e

e e

Limited Term Tax-Exempt Bond Fund of America

e e e na na na na na na na na na na
Short-Term Bond Fund of America

e e e

e e

 

Category 4

                           
American Funds Money Market Fund

e e e

e e

l

 

Class F-1, Class F-2 and Class 529-F-1 shares are available for purchase 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

(800) 421 - 3118

 

August 2012

 

Ladies and Gentlemen,

 

As you may know, American Funds recently announced plans to introduce American Funds College Target Date Series (the “Series”) to the American Funds family.  The Series is comprised of seven funds of funds designed for investors saving for college.  The Series will be offered through the CollegeAmerica Program and be available for sale to the public beginning September 14, 2012.  The purpose of this notice is to amend your Bank/Trust Company Selling Group Agreement (the “Agreement”) with American Funds Distributors, Inc. to reflect the addition of the Series.

 

As compared to other American Funds, the Series will have a new concession schedule for Class 529-A shares that provides a maximum dealer concession of 3.50% on investments for all funds in the Series except American Funds College Enrollment Fund.  The College Enrollment Fund will have a maximum dealer concession of 2.00% on investments. As a result of the new Class 529-A concession schedule, we are creating a new category of compensation for purposes of the Agreement.  These changes are detailed in the Agreement amendment below.

 

In consideration of the foregoing, the Agreement is amended as follows effective September 14, 2012:

 

1. The existing Schedule A to the Agreement is replaced in its entirety by the new Schedule A attached hereto.
2. A concession schedule for the new Category 5 Funds is added to the Agreement as follows:

 

On sales of Class 529-A shares of Funds listed in Category 5 on the attached Schedule A that are accepted by us and for which you are responsible, you will be paid dealer concessions as follows:

 

Purchases

Concession as

Percentage of

Offering Price

Sales Charge

as Percentage

of Offering Price

Less than $100,000 3.50% 4.25%
$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 million 1.20% 1.50%
$1 million or more See Agreement None

 

*           *           *           *           *

The Agreement remains unchanged in all other respects.  You need not sign this amendment; any order for fund shares received by us beginning September 14, 2012 shall be deemed an acceptance of this amendment to your Agreement.  Of course, even if your Agreement is automatically amended to reflect these new terms, you are not obligated to sell the new funds.  If you have any questions related to the amendment, please contact us at (800) 421-3118.

 

Cordially,

 

 

/s/ Kevin G. Clifford

Kevin G. Clifford

President

 

 
 

Schedule A

September 14, 2012

 (supersedes all previous versions of Schedule A – last version dated May 18, 2012)

 

  A B C F-1 529-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 e l e l l l l l l l l
American Balanced Fund l e l e l e l l l l l l l l
American Funds Global Balanced Fund l e l e l e l l l l l l l l

American Funds Portfolio Series

American Funds Balanced Portfolio

American Funds Global Growth Portfolio

American Funds Growth and Income Portfolio

American Funds Growth Portfolio

American Funds Income Portfolio

l e l e l e l l l l l l l l
American Funds Target Date Retirement Series l na na e na na na na l l l l l l
American Mutual Fund l e l e l e l l l l l l l l
Capital Income Builder l e l e l e l l l l l l l l
Capital World Growth and Income Fund l e l e l e l l l l l l l l
EuroPacific Growth Fund l e l e l e l l l l l l l l
Fundamental Investors l e l e l e l l l l l l l l
The Growth Fund of America l e l e l e l l l l l l l l
The Income Fund of America l e l e l e l l l l l l l l
International Growth and Income Fund l e l e l e l l l l l l l l
The Investment Company of America l e l e l e l l l l l l l l
The New Economy Fund l e l e l e l l l l l l l l
New Perspective Fund l e l e l e l l l l l l l l
New World Fund l e l e l e l l l l l l l l
SMALLCAP World Fund l e l e l e l l l l l l l l
Washington Mutual Investors Fund l e l e l e l l l l l l l l
Category 2                            
American Funds Mortgage Fund l e l e l e l l l l l l l l

American Funds Portfolio Series

American Funds Tax-Advantaged Income Portfolio

 

l

 

e

 

l

 

e

 

na

 

na

 

na

 

na

 

na

 

na

 

na

 

na

 

na

 

na

American Funds Tax-Exempt Fund of New York l e l e na na na na na na na na na na
American High-Income Municipal Bond Fund l e l e na na na na na na na na na na
American High-Income Trust l e l e l e l l l l l l l l
The Bond Fund of America l e l e l e l l l l l l l l
Capital World Bond Fund l e l e l e l l l l l l l l
The Tax-Exempt Bond Fund of America l e l e na na na na na na na na na na
The Tax-Exempt Fund of California l e l e na na na na na na na na na na
The Tax-Exempt Fund of Maryland l e l e na na na na na na na na na na
The Tax-Exempt Fund of Virginia l e l e na na na na na na na na na na
U.S. Government Securities Fund l e l e l e l l l l l l l l

 

 
 

Schedule A

September 14, 2012

 (supersedes all previous versions of Schedule A – last version dated May 18, 2012)

 

  A B C F-1 529-A 529-B 529-C 529-E R-1 R-2 R-3 R-4 R-5 R-6
Category 3                            
American Funds College Enrollment Fund na na na na l e l l na na na na na na

American Funds Portfolio Series

American Funds Preservation Portfolio

American Funds Tax-Exempt Preservation Portfolio

 

l

l

 

e

e

 

l

l

 

e

e

 

l

na

 

l

na

 

l

na

 

l

na

 

l

na

 

l

na

 

l

na

 

l

na

 

l

na

 

l

na

American Funds Short-Term Tax-Exempt Bond Fund l e e e na na na na na na na na na na
Intermediate Bond Fund of America l e e e l e e l l l l l l l
Limited Term Tax-Exempt Bond Fund of America l e e e na na na na na na na na na na
Short-Term Bond Fund of America l e e e l e e l l l l l l l
Category 4                            
American Funds Money Market Fund l e e e l e e l l l l l l l
Category 5                            
American Funds College Target Date Series (all funds except American Funds College Enrollment Fund) na na na na l e l l na na na na na na

 

Class F-1, Class F-2 and Class 529-F-1 shares are available for purchase 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

(800) 421 9900 Extension 4

 

 

April 2012

 

 

Ladies and Gentlemen,

 

As you may know, American Funds recently announced plans to introduce a series of eight funds, American Funds Portfolio Series.  Each fund in American Funds Portfolio Series will seek its investment objective by investing in a combination of American Funds.  American Funds Portfolio Series will be available for sale to the public beginning May 18, 2012.

 

The purpose of this notice is to amend your Class F Share Participation Agreement (the “Agreement”) with American Funds Distributors, Inc. to reflect the addition of American Funds Portfolio Series.

 

In consideration of the foregoing, the Agreement is amended as follows, effective May 18, 2012:

 

 

1.   The list of funds on Schedule A to the Agreement is replaced in its entirety by the new list of funds attached hereto.

 

 

*           *           *           *           *

 

 

The Agreement remains unchanged in all other respects.  You need not sign this amendment; any order for fund shares received by us beginning May 18, 2012 shall be deemed an acceptance of this amendment to your Agreement.  Of course, even if your Agreement is automatically amended to reflect these new terms, you are not obligated to sell the new funds.

 

 

Cordially,

 

/s/ Kevin G. Clifford

Kevin G. Clifford

President

 

 

 
 

 

LIST OF FUNDS

 

May 18, 2012

(supersedes all previous versions)

 

AMCAP Fund The Growth Fund of America
American Balanced Fund The Income Fund of America
American Funds Global Balanced Fund Intermediate Bond Fund of America
American Funds Portfolio Series International Growth and Income Fund
American Funds Money Market Fund The Investment Company of America
American Funds Mortgage Fund Limited Term Tax-Exempt Bond Fund of America
American Funds Short-Term Tax-Exempt Bond Fund The New Economy Fund
American Funds Tax-Exempt Fund of New York New Perspective Fund
American High-Income Municipal Bond Fund New World Fund
American High-Income Trust Short-Term Bond Fund of America
American Mutual Fund SMALLCAP World Fund
The Bond Fund of America The Tax-Exempt Bond Fund of America
Capital Income Builder The Tax-Exempt Fund of California
Capital World Bond Fund The Tax-Exempt Fund of Maryland
Capital World Growth and Income Fund The Tax-Exempt Fund of Virginia
EuroPacific Growth Fund U.S. Government Securities Fund
Fundamental Investors Washington Mutual Investors Fund

 

 

 

 

 
 

 

 

 

 

American Funds Distributors, Inc.

333 South Hope Street

Los Angeles, California 90071

(800) 421 9900 Extension 4

 

 

 

April 2012

 

 

Ladies and Gentlemen,

 

 

As you may know, American Funds recently announced plans to introduce a series of eight funds, American Funds Portfolio Series.  Each fund in American Funds Portfolio Series will seek its investment objective by investing in a combination of American Funds.  American Funds Portfolio Series will be available for sale to the public beginning May 18, 2012.

 

The purpose of this notice is to amend your Bank/Trust Company Participation Agreement for Class F Shares (the “Agreement”) with American Funds Distributors, Inc. to reflect the addition of American Funds Portfolio Series.

 

In consideration of the foregoing, the Agreement is amended as follows, effective May 18, 2012:

 

 

1.   The list of funds on Schedule A to the Agreement is replaced in its entirety by the new list of funds attached hereto.

 

 

*           *           *           *           *

 

The Agreement remains unchanged in all other respects.  You need not sign this amendment; any order for fund shares received by us beginning May 18, 2012 shall be deemed an acceptance of this amendment to your Agreement.  Of course, even if your Agreement is automatically amended to reflect these new terms, you are not obligated to sell the new funds.

 

Cordially,

 

/s/ Kevin G. Clifford

Kevin G. Clifford

President

 

 

 

 
 

 

LIST OF FUNDS

 

May 18, 2012

(supersedes all previous versions)

 

 

AMCAP Fund The Growth Fund of America
American Balanced Fund The Income Fund of America
American Funds Global Balanced Fund Intermediate Bond Fund of America
American Funds Portfolio Series International Growth and Income Fund
American Funds Money Market Fund The Investment Company of America
American Funds Mortgage Fund Limited Term Tax-Exempt Bond Fund of America
American Funds Short-Term Tax-Exempt Bond Fund The New Economy Fund
American Funds Tax-Exempt Fund of New York New Perspective Fund
American High-Income Municipal Bond Fund New World Fund
American High-Income Trust Short-Term Bond Fund of America
American Mutual Fund SMALLCAP World Fund
The Bond Fund of America The Tax-Exempt Bond Fund of America
Capital Income Builder The Tax-Exempt Fund of California
Capital World Bond Fund The Tax-Exempt Fund of Maryland
Capital World Growth and Income Fund The Tax-Exempt Fund of Virginia
EuroPacific Growth Fund U.S. Government Securities Fund
Fundamental Investors Washington Mutual Investors Fund

~

[logo –American Funds®]

 

DEFERRED COMPENSATION PLAN

 

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 . The Cash Management Trust of America (CMTA), The U.S. Treasury Money Fund of America (CTRS) or The Tax-Exempt Money Fund of America, Inc. (CTEX).

 

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 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

 

The Cash Management Trust of America:

 

                                                                                                                        

Abner D. Goldstine, President & Principal Executive Officer

 

                                                                                                                        

Kimberly S. Verdick, 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

 

 

The Tax-Exempt Money Fund of America, Inc.:

 

                                                                                                                        

Abner D. Goldstine, President & Principal Executive Officer

 

                                                                                                                        

Kimberly S. Verdick, Secretary

 

 

The U.S. Treasury Money Fund of America:

 

                                                                                                                        

Abner D. Goldstine, President & Principal Executive Officer

 

                                                                                                                        

Kimberly S. Verdick, Secretary

 

 

 

 

 

 
 

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EXHIBIT A

 

LIST OF PARTICIPATING FUNDS ABBREVIATION
   
AMCAP Fund, Inc. AMCAP
American Balanced Fund, Inc. AMBAL
  American Funds Insurance Series   AFIS
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
The Cash Management Trust of America CMTA
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
The Tax-Exempt Money Fund of America, Inc. CTEX
The U.S. Treasury Money Fund of America CTRS
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.

 
 

 

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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

 

 
 

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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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FUNDS

 

AMCAP Fund, Inc.

 

American Balanced Fund, Inc.

 

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.

 

The Cash Management Trust of America*

 

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

 

The Tax-Exempt Money Fund of America, Inc.*

 

The U.S. Treasury Money Fund of America*

 

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  

 

 

GLOBAL CUSTODY AGREEMENT

 

This AGREEMENT is effective as of December 21, 2006, and is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("Bank") and each of the investment companies and other pooled investment vehicles (which may be organized as corporations, business or other trusts, limited liability companies, partnerships or other entities) managed by Capital Research and Management Company and listed on Appendix A hereto, as such Appendix may be amended from time to time (each a "Customer").

 

WHEREAS, each Customer is or may be organized with one or more series of shares, each of which shall represent an interest in a separate investment portfolio of cash, securities and other assets;

 

WHEREAS, each Customer desires to appoint, in accordance with the provisions of the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations thereunder, Bank as custodian on behalf of itself or those of its existing or additional series of shares that are also listed on Appendix A hereto (each such listed investment portfolio being referred to hereinafter as a “Portfolio”), and Bank has agreed to act as custodian for the Portfolios under the terms and conditions hereinafter set forth;

 

WHEREAS, for administrative purposes only, each Customer wishes to evidence its individual agreement with Bank in a single instrument, notwithstanding each Customer’s intention to be separately bound;

 

NOW THEREFORE, Bank and each Customer agree as follows:

 

1. Appointment of Custodian; Customer Accounts.

 

Customer hereby appoints Bank as its custodian for each Portfolio. Bank hereby accepts such appointment. Bank, acting as “Securities Intermediary” (as defined in Section 2 hereof) shall establish and maintain the following accounts in the name of Customer on behalf of each Portfolio:

 

(a)        a Custody Account for Securities and other Financial Assets (as such terms are defined in Section 2 hereof); and

 

(b)       an account (“Deposit Account”) for any and all cash in any currency received by Bank or its Subcustodian for the account of the Portfolio, which cash shall not be subject to withdrawal by draft or check .

 

Customer warrants its authority on behalf of each Portfolio to: (i) deposit the Financial Assets and cash (collectively, "Assets") received in the Custody Account or the Deposit Account, as the case may be (collectively, “Accounts”) and (ii) give Instructions concerning the Accounts and such Instructions shall be clear as to which Portfolio they relate. Bank may deliver Financial Assets with different certificate number(s) but which are otherwise identical in all respects (including, without limitation, any related CUSIP, ISN, rights and privileges) to Financial Assets deposited in the Custody Account.

 

Bank shall be accountable under the terms of this agreement to the Customer for all Assets held in the Accounts and shall take prompt and appropriate action to remedy any discrepancies with respect to such Assets. Upon written agreement between Bank and Customer, additional Accounts may be established and separately accounted for as additional Accounts hereunder.

 

2.  Definitions.

 

As used herein, the following terms shall have the following respective meanings:

 

(a)        “Affiliate” shall mean an entity controlling, controlled by, or under common control with, another entity.

 

(b)        “Authorized Person" shall mean an employee or agent (including an investment manager) designated by prior written notice from Customer or its designated agent to act on behalf of Customer hereunder. Such persons shall continue to be Authorized Persons until such time as Bank receives Instructions from Customer or its designated agent that any such employee or agent is no longer an Authorized Person.

 

(c)        “Certificated Security” shall mean a Security that is represented by a certificate.

 

(d)        “Custody Account” shall mean each custody account on Bank’s records to which Financial Assets are or may be credited pursuant hereto.

 

(e)        “Eligible Foreign Custodian” shall have the meaning assigned thereto in Rule 17f-5 (and shall include any entity qualifying as such pursuant to an exemption, rule or other appropriate action of the U.S. Securities and Exchange Commission).

 

(f)         “Eligible Securities Depository” shall have the meaning assigned thereto in Rule 17f-7 (and shall include any entity qualifying as such pursuant to an exemption, rule or other appropriate action of the U.S. Securities and Exchange Commission).

 

(g)        “Eligible Contract” shall mean a currently effective written contract between Bank and a Subcustodian satisfying the requirements of paragraph (c)(2) of Rule 17f-5 (including any amendments thereto or successor provisions).

 

(h)        “Entitlement Holder” shall mean the person on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary.

 

(i)          “Financial Asset” shall have the meaning assigned thereto in Article 8 of the Uniform Commercial Code, which, as of the date hereof, generally means:

  (i)        a Security;

  (ii)       an obligation of a person or a share, participation or other interest in a person or property or enterprise of a person, which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; or

  (iii)      any property that is held by a Securities Intermediary for another person in a Securities account if the Securities Intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under Article 8 of the Uniform Commercial Code. As the context requires, the term means either the interest itself or the means by which a person’s claim to it is evidenced, including a Certificated Security or an Uncertificated Security, a Security certificate, or a Security Entitlement. Financial Asset shall in no event mean cash.

 

(j)          “Foreign Assets” shall have the meaning assigned thereto under Rule 17f-5, which, as of the date hereof, means any investments (including foreign currencies) for which the primary market is outside the United States, and any cash and cash equivalents that are reasonably necessary to effect Customer’s transactions in those investments.

 

(k)        “Instructions" shall mean instructions of any Authorized Person received by Bank, via telephone, telex, facsimile transmission, bank wire or other teleprocess or electronic instruction or trade information system (which may include Internet-based systems involving appropriate testing and authentication) acceptable to Bank which Bank believes in good faith to have been given by, or under the direction of, Authorized Persons. The term "Instructions" includes, without limitation, instructions to sell, assign, transfer, deliver, purchase or receive for the Custody Account, any and all stocks, bonds and other Financial Assets or to transfer funds in the Deposit Account.

 

(l)         “Local Practice” shall mean the customary securities trading or securities processing practices and procedures generally accepted by Institutional Investors in the jurisdiction or market in which the transaction occurs, including, without limitation:

 (i)        delivering Financial Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such securities from such purchaser or dealer;

 (ii)       delivering cash to a seller or a dealer (or an agent for such seller or dealer) against expectation of receiving later delivery of purchased Financial Assets; or

 (iii)      in the case of a purchase or sale effected through a securities system, in accordance with the rules governing the operation of such system.

 

(m)       “Institutional Investor” shall mean a major commercial bank, corporation, insurance company, or substantially similar institution, which, as a substantial part of its business operations, purchases and sells Financial Assets and makes use of global custodial services.

 

(n)         “Intermediary Custodian” shall mean any Subcustodian that is a Securities Intermediary and is qualified to act as a custodian.

 

(o)        “Rule 17f-5” shall mean rule 17f-5 under the 1940 Act, including any amendments thereto or successor rules.

 

(p)        “Rule 17f-7” shall mean rule 17f-7 under the 1940 Act, including any amendments thereto or successor rules.

 

(q)        “Security” shall have the meaning assigned thereto in Article 8 of the Uniform Commercial Code, which, as of the date hereof, generally means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer:

 (i)        which is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;

 (ii)       which is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations; and

 (iii)      which:

(A)        is, or is of a type, dealt in or traded on securities exchanges or securities markets; or

(B)        is a medium for investment and by its terms expressly provides that it is a security governed by Article 8 of the Uniform Commercial Code.

 

(r)         “Securities Depository” means a clearing corporation that is registered with the U.S. Securities and Exchange Commission as a clearing agency under section 17A of the Securities Exchange Act of 1934; or a Federal Reserve Bank or other person authorized to operate the federal book entry system described in the regulations of the Department of Treasury codified at 31 CFR 357, Subpart B, or book-entry systems operated pursuant to comparable regulations of other federal agencies.

 

(s)        “Securities Entitlement” shall mean the rights and property interest of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code.

 

(t)         “Securities Intermediary” shall have the meaning assigned thereto in Article 8 of the Uniform Commercial Code, which, as of the date hereof, means Bank, a Subcustodian, a securities depository, clearing corporation or any other person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.

 

(u)        “Uncertificated Security” shall mean a Security that is not represented by a certificate.

 

(v)        “Uniform Commercial Code” shall mean the Uniform Commercial Code of the State of New York, as amended from time to time.

 

3. Maintenance of Financial Assets and Cash at Bank and Subcustodian Locations.

 

Unless Instructions specifically require another location reasonably acceptable to Bank:

 

(a)        Financial Assets shall be held in the country or other jurisdiction in which the principal trading market for such Financial Assets is located, where such Financial Assets are to be presented for payment or where such Financial Assets are acquired; and

 

(b)        Cash shall be credited to an account in a country or other jurisdiction in which such cash may be legally deposited or is the legal currency for the payment of public or private debts.

 

Cash may be held pursuant to Instructions in such accounts as may be available for the particular currency, recognizing that accounts bearing commercially reasonable interest will be used to the extent such use does not violate applicable law. To the extent Instructions are issued and Bank can comply with such Instructions, Bank is authorized to maintain cash balances on deposit for Customer with itself (or its Affiliates, in accordance with applicable law and regulation), at such commercially reasonable rates of interest as may from time to time be paid on such accounts, or in non-interest bearing accounts as Customer may direct, if acceptable to Bank.

 

If Customer wishes to have any Foreign Assets belonging to one or more Portfolios held in the custody of an institution other than the established Subcustodians as defined in Section 4 (or an Eligible Securities Depository listed on Schedule B hereto), such arrangement must be authorized by a written agreement, signed by Bank and Customer.

 

If Bank places and maintains Customer’s Financial Assets, corresponding to a Securities Entitlement, with a Securities Depository or Intermediary Custodian, Bank must:

 

(x)        at a minimum exercise due care in accordance with reasonable commercial standards in discharging its duty as a Securities Intermediary to obtain and thereafter maintain such Financial Assets;

 

(y)         provide, promptly upon request by Customer, such reports as are available concerning the internal accounting controls and financial strength of Bank; and

 

(z)        require any Intermediary Custodian at a minimum to exercise due care in accordance with reasonable commercial standards in discharging its duty as a Securities Intermediary to obtain and thereafter maintain Financial Assets corresponding to the Securities Entitlements of its Entitlement Holders.

 

4.  Subcustodians.

 

(a)        Bank may act under the Agreement through the subcustodians with which Bank has entered into Eligible Contracts and which are listed on Schedule A attached hereto (“Subcustodians”). Bank reserves the right, exercising reasonable care, prudence and diligence, to amend Schedule A from time to time. Any such amendment shall be effective upon 45 calendar days’ written notice to Customer in accordance with the Agreement or such shorter period as Bank reasonably believes is necessary, with due regard to the continuing reasonable care of the Customer’s Foreign Assets in accordance with Rule 17f-5.

 

(b)        Bank hereby represents to Customer that each Subcustodian is an Eligible Foreign Custodian. If Schedule A is amended to add one or more Subcustodians, this representation shall be effective as to the amended Schedule on the date of such amendment. Bank shall promptly advise Customer if any Subcustodian ceases to be an Eligible Foreign Custodian.

 

(c)        Customer authorizes Bank to hold Assets belonging to each Portfolio in accounts that Bank has established with one or more of its branches or such Subcustodians, provided that, in the case of an Eligible Foreign Custodian, Customer’s Foreign Custody Manager has made the determinations required by Rule 17f-5 with respect to the Portfolio’s Foreign Assets to be held by such Subcustodian. If Bank is not acting as Foreign Custody Manager for the relevant Portfolio at such time, Customer shall give Bank appropriate notice of such determinations.

 

5. Appointment as Foreign Custody Manager.

 

Customer hereby appoints Bank as its Foreign Custody Manager for each Portfolio in accordance with Rule 17f-5. Bank hereby accepts such appointment. Customer and Bank shall act in conformity with such rule (including any amendments thereto or successor provisions) for as long as Bank acts as Customer’s Foreign Custody Manager. Bank’s appointment as Foreign Custody Manager for a Portfolio (or for a particular country or other political or geographical jurisdiction) may be terminated at any time by Customer or Bank, regardless of whether Bank serves as custodian for such Portfolio hereunder. Any such termination as to one or more Portfolios (or jurisdictions) shall be effected in a manner consistent with the provisions for notice and termination set forth elsewhere in this Agreement. Bank shall not be obligated to serve in this capacity for a Portfolio if Bank no longer acts as Customer’s custodian for such Portfolio.

 

As of the date hereof, Rule 17f-5 provides that Customer may from time to time place or maintain in the care of an Eligible Foreign Custodian any of Customer’s Foreign Assets, provided that:

 

(a) Customer’s Foreign Custody Manager determines that Customer’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with the Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation:

 

(i) The Eligible Foreign Custodian’s practices, procedures, and internal controls, including, but not limited to, the physical protections available for Certificated Securities (if applicable), the method of keeping custodial records, and the security and data protection practices;

 

(ii) Whether the Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for Foreign Assets;

 

(iii) The Eligible Foreign Custodian’s general reputation and standing; and

 

(iv) Whether Customer will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the custodian in the United States or the custodian’s consent to service of process in the United States.

 

(b) The arrangement with the Eligible Foreign Custodian is governed by a written contract that Customer’s Foreign Custody Manager, has determined will provide reasonable care for Customer’s assets based on the standards set forth in paragraph (a) above.

 

(i) Such contract must provide:

 

(A) For indemnification or insurance arrangements (or any combination of the foregoing) that will adequately protect Customer against the risk of loss of Foreign Assets held in accordance with such contract;

 

(B) That Foreign Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of the custodian arising under bankruptcy, insolvency, or similar laws;

 

(C) That beneficial ownership of the Foreign Assets will be freely transferable without the payment of money or value other than for safe custody or administration;

 

(D) That adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer;

 

(E) That Customer’s independent public accountants will be given access to those records or confirmation of the contents of those records; and

 

(F) That Customer will receive periodic reports with respect to the safekeeping of Customer’s assets, including, but not limited to, notification of any transfer to or from Customer’s account or a third party account containing assets held for the benefit of Customer.

 

(ii) Such contract may contain, in lieu of any or all of the provisions specified in paragraph (b)(i) above, such other provisions that Customer’s Foreign Custody Manager, reasonably determines will provide, in their entirety, the same or a greater level of care and protection for the Foreign Assets as the specified provisions, in their entirety.

 

  (c)  (i) Customer’s Foreign Custody Manager, has established a system to monitor the appropriateness of maintaining Customer’s assets with a particular custodian under paragraph (a) above, and to monitor performance of the contract under paragraph (b) above.

 

(ii) If an arrangement no longer meets these requirements, Customer must withdraw its assets from the Eligible Foreign Custodian as soon as reasonably practicable.

 

Customer’s Foreign Custody Manager will provide written reports in a form reasonably acceptable to Customer (or an Authorized Person) notifying Customer’s Board of Directors (or equivalent body; hereinafter, “Board”) of the placement of Customer’s Foreign Assets with a particular custodian and of any material change in Customer’s non-U.S. custody arrangements, with the reports to be provided to the Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customer’s non-U.S. custody arrangements.

 

Customer hereby confirms that Customer will withdraw its Foreign Assets from any non-U.S. custodian as soon as reasonably practicable upon written notification from Customer’s Foreign Custody Manager that custody arrangements with such custodian no longer meet the requirements of Rule 17f-5 (an “Adverse Notification”). Customer also confirms that, if Bank is acting as Customer’s Foreign Custody Manager and has delivered an Adverse Notification to Customer, Bank, as Foreign Custody Manager, shall have no further responsibility under this Agreement in relation to Customer’s Foreign Assets held under any custody arrangement covered by such Adverse Notification following the Adverse Notification. (However, the existence of an Adverse Notification shall not affect the scope of responsibilities, or the standard of care, applicable to Bank in relation to such Assets under other provisions of this Agreement.)

 

6.  Securities Depositories.

 

(a)        Bank hereby represents to Customer that each securities depository listed on Schedule B is an Eligible Securities Depository. If Schedule B is amended, this representation shall be effective as to the amended Schedule on the date of such amendment. Bank shall promptly advise Customer if any securities depository listed on Schedule B ceases to be an Eligible Securities Depository.

 

(b)        Bank shall provide Customer an analysis of the custody risks (which analyses may be provided to Customer electronically) associated with maintaining Customer’s Foreign Assets with each Eligible Securities Depository used by Bank and at which any Foreign Assets of Customer are held or are expected to be held. Bank shall use reasonable efforts to provide such analysis at least annually on March 31 st of each calendar year (or, in the case of an Eligible Securities Depository not used by Bank as of the agreed upon date, prior to the initial placement of Customer’s Foreign Assets at such Depository after such date). Bank shall monitor the custody risks associated with maintaining Customer’s Foreign Assets at each such Eligible Securities Depository on a continuing basis, and shall promptly notify Customer or its investment adviser of any material changes in such risks.

 

(c)        Bank shall, upon Customer’s reasonable request from time to time, provide certain additional information (“Additional Information”) to Customer beyond the scope of the information Bank is otherwise obligated to provide to Customer under this Agreement, or any other agreement between the parties relating to Customer’s Foreign Assets. For example, Additional Information may relate to a country’s financial infrastructure, prevailing custody and settlement practices, laws applicable to the safekeeping and recovery of Foreign Assets held in custody, and the likelihood of nationalization, currency controls and similar risks, but shall not include information required to be provided under this Agreement or any other agreement between the parties relating to Customer’s Foreign Assets.

 

(d)        Bank’s obligation to provide Customer with Additional Information shall be limited to the extent Additional Information is (i) already in the possession of Bank, or (ii) available to Bank using commercially reasonable means. Customer hereby acknowledges that: (i) Additional Information is designed solely to inform Customer of certain market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable, but does not assume responsibility for inaccuracies or incomplete information attributable to actions or omissions of third parties. (For this purpose, “third parties” shall not include any of the Subcustodians listed on Schedule A, except to the extent that, in a given case, a Subcustodian accurately transmitted information it had itself received from a third party (such as from a regulator or securities depository) rather than information it had generated itself. )

 

(e)        Customer and Bank hereby acknowledge and agree that the decision to place Customer's Foreign Assets with an Eligible Securities Depository shall be made by Customer's investment adviser (subject to the Board's oversight) or the Customer, after consideration of the information provided by Bank and other information Customer deems relevant, and based on standards of care that are generally applicable to investment advisers and the Board. Further, the parties understand that the decision to place Customer’s Foreign Assets with an Eligible Securities Depository does not have to be made separately, but may be made in the overall context of the decision to invest in a particular country.

 

7. Use of Subcustodians and Securities Depositories.

 

(a)        Bank shall identify the Assets on its books as belonging to Customer and identify the Portfolio to which such Assets belong.

 

(b)        A Subcustodian shall hold such Assets together with assets belonging to other customers of Bank in accounts identified on such Subcustodian's books as custody accounts for the exclusive benefit of customers of Bank, such that it is readily apparent that the Assets do not belong to Bank or the Subcustodian.

 

(c)        Any Financial Assets in the Accounts held by a Subcustodian shall be subject only to the instructions of Bank or its agent. Any Financial Assets held in a securities depository for the account of a Subcustodian shall be subject only to the instructions of such Subcustodian or its agent.

 

(d)        Where Securities are deposited by a Subcustodian with a securities depository, Bank shall cause the Subcustodian to identify on its books as belonging to Bank, as agent, the Securities shown on the Subcustodian’s account on the books of such securities depository, such that it is readily apparent that the Securities do not belong to Bank or the Subcustodian.

 

(e)        Bank shall supply periodically, as mutually agreed upon, a statement in respect of any Securities and cash, including identification of the foreign entities having custody of the Securities and cash and descriptions thereof.

 

8.  Deposit Account Transactions.

 

(a)        Bank (or the applicable Subcustodian) shall make payments from the Deposit Account upon receipt of Instructions which include all information reasonably required by Bank.

 

(b)        In the event that any payment to be made under this Section 8 exceeds the funds available in the Deposit Account, Bank, in its discretion, may advance Customer such excess amount which shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by Bank on similar loans.

 

(c)        Bank shall, or shall cause the applicable Subcustodian to: (i) subject to the last sentence hereof, collect all amounts due and payable to Customer with respect to Financial Assets and other assets held in the Accounts; (ii) promptly notify Customer of the collection of income or other payments in a currency other than US dollars that relate to Financial Assets or other Assets held by Bank (or the applicable Subcustodian’s receipt) in a manner mutually agreeable to Bank and Customer; (iii) promptly credit to the account of Customer all income and other payments relating to Financial Assets or other Assets held by Bank hereunder upon Bank’s receipt (or the applicable Subcustodian’s receipt) of such income or payments or as otherwise agreed in writing by Customer and Bank; and (iv) promptly endorse and deliver instruments required to effect such collections. If Bank credits the Deposit Account on a payable date, or at any time prior to actual collection and reconciliation to the Deposit Account, with interest, dividends, redemptions or any other amount due, Customer shall promptly return any such amount upon oral or written notification: (i) that such amount has not been received in the ordinary course of business or (ii) that such amount was incorrectly credited. If Customer does not promptly return any amount upon such notification, Bank shall be entitled, upon oral or written notification to Customer, to reverse such credit by debiting the Deposit Account for the amount previously credited. Bank shall furnish regular overdue income reports to Customer in writing (or by any means by which Instructions may be transmitted hereunder, other than by telephone) of any amounts payable with respect to Financial Assets or other Assets of Customer if such amounts are not received by Bank (or the applicable Subcustodian) when due (or otherwise in accordance with Local Practice). Bank or its Subcustodian shall have no duty or obligation to institute legal proceedings, file a claim or a proof of claim in any insolvency proceeding or take any other action with respect to the collection of such amount, but will reasonably notify Customer of any such proceedings known to Bank and may act for Customer upon Instructions after consultation with Customer.

 

9.  Custody Account Transactions.

 

(a)        Financial Assets shall be transferred, exchanged or delivered by Bank or its Subcustodian upon receipt by Bank of Instructions which include all information reasonably required by Bank. Settlement and payment for Financial Assets received for, and delivery of Financial Assets out of, the Custody Account shall be made in accordance with Local Practice. In connection with the foregoing, where Bank believes in good faith that use of a reasonably available alternative practice to Local Practice would be more protective of Financial Assets than Local Practice, Bank shall advise Customer of such practice and Customer may authorize its use solely in such instance or consent that such practice shall thereafter be deemed to be Local Practice.

 

(b)        Bank shall effect book entries on a contractual settlement date accounting basis with respect to the settlement of trades in those markets where Bank generally offers contractual settlement day accounting and shall notify Customer of these markets from time to time. On the contractual settlement date for a sale, Bank shall credit the Cash Account with the sales proceeds of the sale and transfer the relevant Financial Assets to an account pending settlement of the trade if not already delivered. On the contractual settlement date for the purchase (or earlier if market practice requires delivery of the purchase price before the contractual settlement date), Bank shall debit the Cash Account with the settlement monies and credit a separate account. Bank then shall post the Securities Account as awaiting receipt of the expected Financial Assets. Customer shall not be entitled to the delivery of Financial Assets that are awaiting receipt until Bank or a Subcustodian actually receives them. Bank reserves the right to restrict in good faith the availability of contractual date settlement accounting for credit reasons. Bank, whenever reasonably possible, will notify Customer prior to imposing such restrictions.

 

 (i)        Bank may reverse credits or debits made to the Accounts in its discretion if the related transaction fails to settle within a reasonable period, determined by Bank in its discretion, after the contractual settlement date for the related transaction; provided however that prior to taking action, Bank will use every reasonable effort to give Customer written notice of any such reversal which may include back valuation.

 

 (ii)        If any Financial Assets delivered pursuant to this Section 9 are returned by the recipient thereof, Bank may reverse the credits and debits of the particular transaction at any time.

 

10.  Actions of Bank.

 

Bank shall follow Instructions received regarding Assets held in the Accounts. However, until it receives Instructions to the contrary, Bank shall:

 

(a)        Present for payment any Financial Assets which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation, to the extent that Bank or Subcustodian is actually aware of such opportunities.

 

(b)        Execute in the name of Customer such ownership and other certificates as may be required to obtain payments in respect of Financial Assets.

 

(c)        Exchange interim receipts or temporary Financial Assets for definitive Financial Assets.

 

(d)        Appoint brokers and agents for any transaction involving the Financial Assets, including, without limitation, Affiliates of Bank or any Subcustodian.

 

(e)        Issue statements to Customer, at times and in a form mutually agreed upon, identifying the Assets in the Accounts.

 

Bank shall promptly send Customer an advice or notification of any transfers of Assets to or from the Accounts. Such statements, advices or notifications shall indicate the identity of the entity having custody of the Assets.

 

All collections of funds or other property paid or distributed in respect of Financial Assets in the Custody Account shall be made at the risk of Customer until such funds or other property have been received by Bank (or the applicable Subcustodian). Bank shall have no liability for any loss occasioned by delay (other than its own) in the actual receipt of notice by Bank or by its Subcustodians of any payment, redemption or other transaction regarding Financial Assets in the Custody Account in respect of which Bank has agreed to take any action hereunder.

 

11.  Corporate Actions; Proxies; Taxes; Class Actions.

 

(a)         Corporate Actions . Bank shall transmit promptly to Customer on behalf of each Portfolio summary notification of corporate action information received on a timely basis by Bank (including, without limitation, pendency of calls and maturities of Financial Assets and expirations of rights in connection therewith and notices of exercise of call and put options written by Customer on behalf of a Portfolio and the maturity of futures contracts (and options thereon) purchased or sold by Customer on behalf of a Portfolio) from issuers of the Financial Assets being held for a Portfolio. Bank shall transmit promptly to Customer on behalf of each Portfolio notice of the filing of any registration statement with respect to Financial Assets held for a Portfolio if such information is received by Bank or Bank’s central corporate actions department has actual knowledge of the filing. With respect to tender or exchange offers, Bank shall transmit promptly to Customer on behalf of each Portfolio notice of corporate action information received on a timely basis by Bank from issuers of the Financial Assets whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. If Customer desires to take action with respect to any tender offer, exchange offer or any other similar transaction, Customer shall notify Bank within such period as will give Bank (including any Subcustodian) reasonably sufficient time to take such action. Bank shall inform Customer of pertinent deadlines in each case.

 

When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar corporate action is received which bears an expiration date, Bank shall use reasonable efforts to obtain Instructions from Customer or its Authorized Person, even if its own deadlines for receiving instructions have passed; however, if Instructions are not received in time for Bank to take timely action, or actual notice of such corporate action was received too late to seek Instructions, Bank will notify Customer of the corporate action but shall not be required to take further action.

 

(b)         Proxy Voting .

 

(i)        Bank shall, with respect to Financial Assets that are not Foreign Assets, cause to be promptly executed by the registered holder of such Financial Assets, if the Financial Assets are registered otherwise than in the name of Customer on behalf of a Portfolio or a nominee thereof, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to Customer such proxies, all proxy soliciting materials and all notices relating to such Financial Assets.

 

(ii)       Bank shall, with respect to Financial Assets that are Foreign Assets, use commercially reasonable efforts (including the use of third party representatives) to facilitate the exercise of voting and other shareholder proxy rights; it being understood and agreed that (A) proxy voting may not be available in all markets (it being understood that Bank shall make proxy voting services available to Customer in a given market where Bank offers such services to any other custody client), and (B) apart from voting, Bank will, upon request and in its discretion, assist customer in exercising other shareholder rights such as attending shareholder meetings, nominating directors and proposing agenda items. In particular, and without limiting the generality of the foregoing, Bank may provide written summaries of proxy materials in lieu of providing original materials (or copies thereof) and while Bank shall attempt to provide accurate summaries, whether or not translated, Bank shall not be liable for any losses or other consequences that may result from reliance by Customer upon the same where Bank prepared the same in good faith and with reasonable efforts. Bank shall use reasonable efforts to notify Customer in cases where, due to various circumstances beyond control of Bank, voting cannot be exercised. Customer acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice, practical constraints and other facts, may have the effect of severely limiting the ability of Customer to exercise shareholder rights. In addition, Customer acknowledges that: (A) in certain countries Bank may be unable to vote individual proxies but shall only be able to vote proxies on a net basis ( e.g ., a net yes or no vote given the voting instructions received from all customers); and (B) proxy voting may be precluded or restricted in a variety of circumstances, including, without limitation, where the relevant Financial Assets are: (1) on loan; (2) at registrar for registration or reregistration; (3) the subject of a conversion or other corporate action; (4) not held in a name subject to the control of Bank or its Subcustodian or are otherwise held in a manner which precludes voting; (5) held in a margin or collateral account; and (6) American Depository Receipts.

 

(iii)      Customer and each Authorized Person shall respect the proprietary nature of information developed exclusively through the efforts of Bank (or Subcustodians or other parties acting under Bank’s direction) in relation to proxy voting services.

 

(c)         Taxes.

 

(i)        Customer confirms that Bank is authorized to deduct from any cash received or credited to the Deposit Account any taxes or levies required to be deducted by any revenue or other governmental authority for whatever reason in respect of the Custody Account.

 

(ii)       Customer shall provide Bank with all required tax-related documentation and other information relating to Assets held hereunder (“Tax Information”). Tax Information shall include, but shall not be limited to, information necessary for submission to revenue or other governmental authorities to establish taxable amounts or reduce tax burdens that would otherwise be borne by a Portfolio. Upon receipt of Instructions and all required Tax Information from Customer, Bank shall (A) execute ownership and other certificates and affidavits for all tax purposes (within and outside of the United States) in connection with receipt of income and other payments with respect to Assets held hereunder, or in connection with the purchase, sale or transfer of such Assets, and (B) where appropriate, file any certificates or other affidavits for the refund or reclaim of non-U.S. taxes paid with respect to such Assets. Customer warrants that, when given, Tax Information shall be true and correct in all material respects. Customer shall notify Bank promptly if any Tax Information requires updating or amendment to correct misleading information.

 

(iii)      Bank shall have no responsibility or liability for any tax obligations (including both taxes and any and all penalties, interest or additions to tax) now or hereafter imposed on Customer, its Portfolio, or Bank as Customer’s custodian, by any revenue or governmental authority, or penalties or other costs or expenses arising out of the delivery of, or failure to deliver, Tax Information by Customer

 

(iv)      Bank shall perform tax reclaim services only with respect to taxation levied by the revenue authorities of the countries notified to Customer from time to time and Bank may, by notification in writing, in Bank’s absolute discretion, supplement or amend the markets in which tax reclaim services are offered; provided that, Bank shall make tax reclaim services available to Customer in a given country where Bank offers such services to any other custody client having the same tax status. Other than as expressly provided in this sub-clause, Bank shall have no responsibility with regard to Customer’s tax position or status in any jurisdiction.

 

(v)       Tax reclaim services may be provided by Bank or, in whole or in part, by one or more third parties appointed by Bank (which may be Bank’s affiliates); provided that Bank shall be liable for the performance of any such third party to the same extent as Bank would have been if Bank had performed such services.

 

(vi)      If Bank does not receive appropriate declarations, documentation and information then any applicable United States withholding tax shall be deducted from income received from Financial Assets.

 

(d)         Class Actions .

 

 (i)       Upon receipt of a settled securities class action notification by its corporate actions department, Bank shall research its records for each Custody Account to endeavour to identify Customer’s interest, if any, with respect to any such class action notification. Customer acknowledges that identifying its interest may involve manually researching historic records and that Bank does not warrant that the review will be error free.

 

 (ii)      Bank will provide Customer with a summary of each class action notification that it has identified as being pertinent to Customer (together with the information discovered with regard to the applicable securities holding of Customer) and the cut-off time by which Customer is required to inform Bank if it disagrees with Bank’s record of such securities holdings and/or securities transactions or wishes to instruct Bank not to file a claim on Customer’s behalf.

 

 (iii)     Unless Customer instructs Bank not to do so by the applicable cut-off time, Bank shall complete and file the required claim forms for the particular class action insofar as they relate to transactions or holdings for which Bank acted as custodian. Bank shall present with the claim any supporting information that it has in its possession and that is required as part of the filing as set out in the class action notification. Bank shall be authorized to disclose such information as may be reasonably required to complete and file such claims. Customer acknowledges that Bank is acting in a clerical capacity in completing and filing such claim forms and that Bank will not be using legal expertise in providing this service.

 

 

12.  Nominees.

 

Financial Assets which are ordinarily held in registered form may be registered in a nominee name of Bank, Subcustodian or Eligible Securities Depository, as the case may be. Bank may without notice to Customer cause any such Financial Assets to cease to be registered in the name of any such nominee and to be registered in the name of Customer. Bank shall, or shall cause the applicable Subcustodian or Eligible Securities Depository to use commercially reasonable efforts to promptly register such Financial Assets that are or may be subject to ownership limitations. In the event that any Financial Assets registered in a nominee name are called for partial redemption by the issuer, Bank may allot the called portion to the respective beneficial holders of such class of security in any manner Bank deems to be fair and equitable. Customer shall hold Bank, Subcustodians, and their respective nominees harmless from any liability arising directly or indirectly from their status as a mere record holder of Financial Assets in the Custody Account. Financial Assets accepted by Custodian on behalf of a Portfolio under this Agreement shall be in a form and delivered in a manner consistent with Local Practice.

 

13.  Instructions.

 

Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded. Any Instructions delivered to Bank by telephone shall promptly thereafter be confirmed in writing by an Authorized Person (which confirmation may bear the facsimile signature of such Person), but Customer shall hold Bank harmless for the failure of an Authorized Person to send such confirmation in writing, the failure of such confirmation to conform to the telephone instructions received or Bank's failure to produce such confirmation at any subsequent time. Bank shall notify Customer as soon as reasonably practicable if Bank does not receive written confirmation or if such written confirmation fails to conform to the telephone Instructions received. Either party may electronically record any Instructions given by telephone, and any other telephone discussions with respect to the Custody Account. Customer shall be responsible for safeguarding any testkeys, identification codes or other security devices which Bank shall make available to Customer or its Authorized Persons.

 

14.  Standard of Care; Liabilities.

 

(a)        Bank shall exercise reasonable care and diligence in carrying out all of its duties and obligations under this Agreement, and shall be liable to Customer for any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and reasonable attorneys’ fees (“Losses”) suffered or incurred by Customer resulting from failure of Bank (including any branch thereof, regardless of location) to exercise such reasonable care and diligence. Bank shall be liable to Customer in respect of such Losses to the same extent that Bank would be liable to Customer if Bank were holding the affected Assets in New York City, but only to the extent of Customer’s direct damages, to be determined based on the market value of the property which is the subject of the Loss at the date of discovery of such Loss by Customer and without reference to any special conditions or circumstances.

 

(b)        Bank shall be liable to Customer for all Losses resulting from the action or inaction of any Subcustodian to the same extent that Bank would be liable to Customer if Bank were holding the affected Assets in New York City, and such action or inaction were that of the Bank or the fraud or willful default of such Subcustodian.

 

(c)        As long as and to the extent that it has exercised reasonable care and acted in good faith, Bank shall not be responsible for:

 

(i)        the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement; it being understood that Bank shall be deemed to have exercised reasonable care in respect of this subparagraph (i) if Financial Assets are received by Bank in accordance with Local Practice for the particular Financial Asset in question;

 

(ii)       any act, omission, default or for the solvency of any broker or agent which it or a Subcustodian appoints and which is not a branch or Affiliate of the Bank; it being understood that Bank or a Subcustodian shall be deemed to have exercised reasonable care in respect of this subparagraph (ii) if it exercised reasonable care in the selection and continued retention of any such broker or agent; or

 

(iii)      the insolvency of any Subcustodian which is not a branch or Affiliate of Bank; it being understood that Bank shall be deemed to have exercised reasonable care in respect of this subparagraph (iii) where Bank used reasonable care in the monitoring of a Subcustodian’s financial condition as reflected in its most recently published financial statements and other publicly available financial information.

 

(d)       Neither Bank nor any Subcustodian shall be liable for the acts or omissions of any Eligible Securities Depository (or, for purposes of clarity, any domestic securities depository). In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct or insolvency of an Eligible Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Eligible Securities Depository.

 

(e)        In no event shall Bank incur liability hereunder if Bank or any Subcustodian, or any nominee of Bank or any Subcustodian (each a “Person”), is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of:

 

(i) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction; or

 

(ii) events or circumstances beyond the reasonable control of the applicable Person, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts, unless, in each case, such delay or nonperformance is caused by (A) the negligence, misfeasance or misconduct of the applicable Person, or (B) a malfunction or failure of equipment operated or utilized by the applicable Person other than a malfunction or failure beyond such Person’s control and which could not be reasonably anticipated or prevented by such Person (each such provision, event or circumstance being a “Force Majeure Event”).

 

Bank shall notify Customer as soon as reasonably practicable of any material performance delay or non-performance in accordance with this clause (e).

 

(f)        In no event shall Customer incur liability to Bank if it is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of a Force Majeure Event.

 

(g)       Customer shall indemnify and hold Bank and its directors, officers, agents and employees (collectively the “Indemnitees”) harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any Instructions or other directions upon which Bank is authorized to rely pursuant to the terms of this Agreement, or for any action taken or omitted by it in good faith, provided that such action or omission is consistent with the standard of care applicable to Bank under this Agreement and the Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Losses in question.

 

(h)        In performing its obligations hereunder, Bank may rely on the genuineness of any document which it believes in good faith to have been validly executed, and, subject to the following sentence, shall be entitled to rely on and may act upon advice of counsel (which may be counsel for Customer) on all matters, and shall be without liability for action reasonably taken or omitted pursuant to such advice. If Customer disputes an action or omission by Bank within 45 days of when Customer became aware or reasonably should have become aware of such action or omission, Bank shall be entitled to rely on and may act upon advice of “independent legal counsel” (as defined by rule 0-1(6) of the Investment Company Act of 1940) to Customer or such other counsel that is mutually acceptable to Customer and Bank and shall be without liability for action reasonably taken or omitted pursuant to such advice.

 

(i)        Customer shall pay for and hold Bank harmless from any liability or loss resulting from the imposition or assessment of any taxes or other governmental charges, and any related expenses (including, without limitation, penalties, interest or additions to tax due), with respect to income from or Assets in the Accounts, provided that Bank has complied with the standard of care set forth in Section 14(a) of this Agreement (it being understood that while Bank’s failure to comply with such standard of care shall constitute a breach of this Agreement, Bank shall have no liability for taxes or governmental charges and related expenses imposed or assessed with respect to such Assets prior to such breach or that would have been imposed or assessed even absent such breach).

 

(j)        Bank need not maintain any insurance for the benefit of Customer.

 

(k)       Without limiting the foregoing, Bank shall not be liable for any Loss which results from (i) the general risk of investing, or (ii) investing or holding Assets in a particular country including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; currency restrictions, devaluations or fluctuations; and market conditions which prevent the orderly execution of securities transactions or affect the value of Assets.

 

(l)        Consistent with and without limiting the application of the foregoing paragraphs of this Section 14, it is specifically acknowledged that Bank shall have no duty or responsibility to:

 

(i)        question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions that Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions the Bank may specify;

 

(ii)       supervise or make recommendations with respect to investments or the retention of Financial Assets;

 

(iii)      advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 8(c) hereof;

 

(iv)      evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank receives an Instruction to deliver Financial Assets;

 

(v)       except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers. Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank;

 

(vi)      advise Customer or an Authorized Person regarding information (i) held on a confidential basis by an officer, director or employee of Bank (or any Affiliate of Bank) and (ii) obtained by such person in connection with the provision of services or other activities unrelated to global custody; and

 

(vii)     advise Customer or an Authorized Person promptly regarding corporate action information obtained by an officer, director or employee of Bank (or any Affiliate of Bank) who is not engaged directly in the provision of global custody services.

 

(m)      Customer authorizes Bank to act hereunder notwithstanding that Bank or any of its divisions or Affiliates may have a material interest in a transaction, or circumstances are such that Bank may have a potential conflict of duty or interest including the fact that Bank or any of its Affiliates may provide brokerage services to other customers, act as financial advisor to the issuer of Financial Assets, act as a lender to the issuer of Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of Financial Assets, or earn profits from any of the activities listed herein; provided that none of such services or actions would violate applicable laws or regulations.

 

(n)        Upon the occurrence of any event which causes or may cause any Loss to the other party, each of Customer and Bank shall (and Bank shall cause each applicable Subcustodian to) use all commercially reasonable efforts and take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to the other party. For this purpose, the obligations of Customer and Bank to mitigate Losses (or potential Losses) hereunder shall include (but shall not be limited to) the periodic review and reconciliation by Bank and Customer (or Authorized Persons) of statements provided to Customer under Section 10 of this Agreement; provided, however, that Bank's obligations to Customer with respect to any transaction covered by a given statement shall be reduced to the extent that Bank's ability to mitigate damages related to such transaction has been compromised by Customer’s failure to object to such statement within 180 days of Customer’s receipt thereof.

 

15.  Bank Fees and Expenses.

 

Customer agrees to pay Bank for its services under this Agreement such amount as may be mutually agreed upon in writing. Customer agrees to reimburse Bank for its reasonable out-of-pocket or incidental expenses (including, without limitation, legal fees) incurred on behalf of Customer, provided that, in respect of such expenses, Bank has acted in conformity with the standard of care set forth in Section 14 hereof. Bank shall obtain Customer’s prior approval, which approval shall not be unreasonably withheld, of out-of-pocket or incidental expenses that Bank reasonably expects to exceed $10,000 or that approaches $10,000 during the process of incurring such expenses. In the latter case, Customer shall not withhold its approval on the ground that Bank had not obtained Customer’s approval prior to beginning to incur such expenses if Bank believed in good faith that the subject expenses would not exceed $10,000. Subject to the foregoing, Bank shall have a lien on and is authorized to charge or otherwise enforce its rights as lienholder against Assets in any Accounts of the Customer for any amount owing in respect of such Account by the Customer to the Bank under any provision of this Agreement.

 

16.  Miscellaneous.

 

(a)         Foreign Exchange Transactions Other Than as Principal. Upon receipt of Instructions, Bank shall settle foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf of and for the account of a Portfolio with such currency brokers or banking institutions as Customer may determine and direct pursuant to Instructions. Bank shall be responsible for the transmission of cash and instructions to and from the currency broker or banking institution with which the contract or option is made, the safekeeping of all certificates and other documents and agreements evidencing or relating to such foreign exchange transactions and the maintenance of proper records in accordance with this Agreement. Bank shall have no duty with respect to the selection of currency brokers or banking institutions with which Customer deals on behalf of its Portfolio or, as long as Bank acts in accordance with Instructions, for the failure of such brokers or banking institutions to comply with the terms of any contract or option.

 

(b)         Foreign Exchange Transactions as Principal. Bank shall not be obligated to enter into foreign exchange transactions as principal. However, if and to the extent that Bank makes available to Customer its services as principal in foreign exchange transactions, upon receipt of Instructions, Bank shall enter into foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf of and for the account of Customer on behalf of its Portfolio with Bank as principal. Instructions may be issued with respect to such contracts but Bank may establish rules or limitations concerning any foreign exchange facility made available. Bank shall be responsible for the selection of currency brokers or banking institutions (which may include Affiliates of Bank and Subcustodians) and the failure of such currency brokers or banking institutions to comply with the terms of any contract or option.

 

(c)          Certification of Residency, etc. Customer certifies that it is a resident of the United States and shall notify Bank of any changes in residency. Bank may rely upon this certification or the certification of such other facts as may be required to administer Bank's obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

 

(d)         Custodian’s Records; Access to Records. Bank shall provide any assistance reasonably requested by Customer in the preparation of reports to Customer’s shareholders and others, audits of accounts, and other ministerial matters of like nature. Bank shall maintain complete and accurate records with respect to Financial Assets and other Assets held for the account of Customer as required by the rules and regulations of the U.S. Securities and Exchange Commission applicable to investment companies registered under the 1940 Act. All such books and records maintained by Bank shall be made available to Customer upon request and shall, where required to be maintained by Rule 31a-1 under the 1940 Act, be preserved for the periods prescribed in Rule 31a-2 under the 1940 Act. Bank shall allow Customer's independent public accountant reasonable access to the records of Bank relating to Financial Assets as is required in connection with their examination of books and records pertaining to Customer's affairs. Subject to restrictions under applicable law, Bank shall also obtain an undertaking to permit Customer's independent public accountants reasonable access to the records of any Subcustodian which has physical possession of any Financial Assets as may be required in connection with the examination of Customer's books and records. Upon reasonable request of Customer, Bank shall provide Customer with a copy of Bank’s reports prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time (commonly referred to as a “SAS 70 report”). Bank shall use commercially reasonable efforts to obtain and furnish Customer with such similar reports as Customer may reasonably request with respect to each Subcustodian holding Assets of Customer. Except as respects Bank’s SAS 70 Report, as to which there shall be no charge, the Customer shall pay reasonable expenses of the Bank and any Subcustodians under this provision. Bank shall use commercially reasonable efforts to provide Customer and agents with such reports as the Customer may reasonably request or otherwise reasonably require to fulfill its duties under rule 38a-1 of the 1940 Act, and, in any case, provide Customer with at least the same level of such reporting as Bank furnishes to its other mutual fund clients.

 

(e)         Confidential Information . The parties hereto agree that each shall treat confidentially all confidential information provided by each party to the other regarding its business and operations in accordance with this Agreement and represent that each has implemented controls that are reasonably designed to achieve the purposes of this section. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any affiliated division or entity or third party in any form without the prior written consent of such providing party. Confidential information for purposes hereof shall include information traditionally recognized as confidential, such as financial information, strategies, security practices, portfolio holdings, portfolio trades, product and business proposals, business plans, and the like . The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, that i s generally furnished to third parties by the providing party without confidentiality restriction , or that is required to be disclosed by any bank examiner of Bank or any Subcustodian, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. For this purpose, Customer and any Authorized Person shall be permitted to disclose any information provided by Bank hereunder to the U.S. Securities and Exchange Commission (or its staff) in connection with any inspection or examination or other action or proceeding. If a party becomes aware that it or its agents have breached the confidentiality obligations under this Section 16(e), it will promptly notify the other party in writing of the nature and extent of such breach.

 

(f)         Governing Law; Successors and Assigns; Immunity; Captions. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK and shall not be assigned by either party, but shall bind the successors in interest of Customer and Bank. To the extent that in any jurisdiction Customer or Bank may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, Customer or Bank, as the case may be, irrevocably shall not claim, and it hereby waives, such immunity. The captions given to the sections and subsections of this Agreement are for convenience of reference only and are not to be used to interpret this Agreement.

 

(g)         Entire Agreement. This Agreement consists exclusively of this document (including Appendix A and Schedules A and B hereof). There are no other provisions hereof and this Agreement supersedes any other agreements, whether written or oral, between the parties. Any amendment hereto must be in writing, executed by both parties.

 

(h)         Severability. In the event that one or more provisions hereof 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.

 

(i)          Waiver.  Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right hereunder operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision hereof, or waiver of any breach or default, is effective unless in writing and signed by the party against whom the waiver is to be enforced.

 

(j)          Representations and Warranties .

 

(i)         Customer hereby represents and warrants to Bank that: (A) it has full power and authority to deposit and control the Financial Assets and cash deposited in the Accounts; (B) it has all necessary authority to use Bank as its custodian; (C) this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms; (D) it has taken all necessary action to authorize the execution and delivery hereof.

 

(ii)       Bank hereby represents and warrants to Customer that: (A) it has the full power and authority to perform its obligations hereunder, (B) this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms; and (C) that it has taken all necessary action to authorize the execution and delivery hereof.

 

(k)         Notices.  All notices hereunder shall be effective when actually received. Any notices or other communications which may be required hereunder are to be sent to the parties at the following addresses or such other addresses as may subsequently be given to the other party in writing: (a) Bank: JPMorgan Chase Bank, N.A., 1 Chase Manhattan Plaza, New York, N.Y. 10081, Attention: _____________, Vice President, Worldwide Securities Services, Investment Management Group; and (b) Customer: [Name of Customer], c/o Capital Research and Management Company, Attention: Carmelo Spinella, Senior Vice President, 135 South State College Boulevard, Brea, CA 92821-5804; with a copy to: Donald H. Rolfe, Counsel, Capital Research and Management Company, 333 S. Hope Street, 55 th Floor, Los Angeles, CA 90071.

 

(l)         Termination.  This Agreement may be terminated as to one or more Portfolios by Customer or Bank by giving sixty (60) days’ written notice to the other, provided that such notice to Bank shall specify the names of the persons to whom Bank shall deliver the Assets belonging to the affected Portfolios in the Accounts. If notice of termination is given by Bank, Customer shall, within sixty (60) days following receipt of the notice, deliver to Bank Instructions specifying the names of the persons to whom Bank shall deliver the Assets belonging to the affected Portfolios. In either case Bank shall deliver the Assets belonging to the affected Portfolios to the persons so specified, after deducting any uncontested amounts which Bank determines in good faith to be owed to it under Section 15. Customer shall reimburse Bank promptly for all reasonable out-of-pocket expenses it incurs in delivering Assets upon termination by Customer. Termination shall not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination. If within sixty (60) days following receipt of a notice of termination by Bank, Bank does not receive Instructions from Customer specifying the names of the persons to whom Bank shall deliver the Assets belonging to the affected Portfolios, Bank, at its election, may deliver such Assets to a bank or trust company doing business in the State of New York to be held and disposed of pursuant to the provisions hereof, or to Authorized Persons, or may continue to hold such Assets until Instructions are provided to Bank. For avoidance of doubt, each Customer, Portfolio or the Bank may terminate this Agreement pursuant to its provisions and the Agreement shall survive such termination in respect of the remaining Customers and Portfolios that have not so terminated or been terminated.

 

(m)       Representative Capacity; Non-recourse Obligations . A COPY OF THE DECLARATION OF TRUST OR OTHER ORGANIZATIONAL DOCUMENT OF EACH CUSTOMER IS ON FILE WITH THE SECRETARY OF STATE OF THE STATE OF THE CUSTOMER’S FORMATION, AND NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT IS NOT EXECUTED ON BEHALF OF THE TRUSTEES OF ANY CUSTOMER AS INDIVIDUALS, AND THE OBLIGATIONS OF THIS AGREEMENT ARE NOT BINDING UPON ANY OF THE TRUSTEES, OFFICERS, SHAREHOLDERS OR PARTNERS OF ANY FUND INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS AND PROPERTY OF EACH CUSTOMER’S RESPECTIVE PORTFOLIOS. BANK AGREES THAT NO SHAREHOLDER, TRUSTEE, OFFICER OR PARTNER OF ANY FUND MAY BE HELD PERSONALLY LIABLE OR RESPONSIBLE FOR ANY OBLIGATIONS OF ANY CUSTOMER ARISING OUT OF THIS AGREEMENT.

 

(n)        Several Obligations of each Customer and Portfolio . With respect to any obligations of a customer on behalf of any of its Portfolios arising OUT OF THIS AGREEMENT, Bank shall look for payment or satisfaction of any such obligation solely to THE ASSETS AND PROPERTY OF THE Portfolio TO WHICH SUCH obligation relates as though that CUSTOMER had separately contracted with Bank by separate written agreement with respect to EACH OF ITS PORTFOLIOS. The rights and benefits to which a given Portfolio is entitled hereunder shall be solely those of such Portfolio and no other Portfolio hereunder shall receive such benefits.

 

(o)         Information Concerning Deposits at Bank . Bank’s London Branch is a member of the United Kingdom Deposit Protection Scheme (the “Scheme”) established under Banking Act 1987 (as amended). The Scheme provides that in the event of Bank’s insolvency, payments may be made to certain customers of Bank’s London Branch. Payments under the Scheme are limited to 90% of a depositor’s total cash deposits subject to a maximum payment to any one depositor of £18,000 (or euro 20,000 if greater). Most deposits denominated in sterling and other European Economic Area Currencies and euros made with Bank within the United Kingdom are covered. Further details of the Scheme are available on request. Any cash so deposited with Bank’s London Branch will be payable exclusively by Bank’s London Branch in the applicable currency, subject to compliance with applicable law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency.

 

(p)         Information Relating to Divisions . Upon written request by Customer, the Bank shall use commercially reasonable efforts to provide information regarding portfolio holdings, portfolio trades and proxy voting in a format that is both technically practicable and reasonably acceptable to Customer so as to allow each investment division of Capital Research and Management Company to receive solely such information as is relevant to its own operations. Customer shall pay reasonable expenses of Bank arising from this section, provided that estimates of such expenses are approved by the Customer before the expenses are incurred.

 

 

 

 
 

IN WITNESS WHEREOF, each of the Customers and Bank have executed this Agreement as of the date first-written above. Execution of this Agreement by more than one Customer shall not create a contractual or other obligation between or among such Customers (or between or among their respective Portfolios) and this Agreement shall constitute a separate agreement between Bank and each Customer on behalf of itself or each of its Portfolios.

 

 

EACH OF THE CUSTOMERS LISTED ON

APPENDIX A ATTACHED HERETO, ON

BEHALF OF ITSELF OR ITS LISTED PORTFOLIOS

 

By: CAPITAL RESEARCH AND MANAGEMENT COMPANY

 

 

 

By:____________________________________

Name: Carmelo Spinella

Title: Senior Vice President

 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

 

 

By:________________________________________

Name: Oliver Kaufhold

Title: Vice President

 

 

 
 

APPENDIX A

 

CUSTOMERS AND PORTFOLIOS

 

Dated as of January 6, 2010

 

 

The following is a list of Customers and their respective Portfolios for which Bank shall serve under this Agreement.

 

CUSTOMER PORTFOLIO EFFECTIVE AS OF:
AMCAP Fund, Inc 12/26/2006
American Balanced Fund, Inc 12/26/2006
American Funds Money Market Fund 04/17/2009
American Funds Short-Term Tax Exempt Bond Fund 08/07/2009
American High Income Trust 12/26/2006
American High-Income Municipal Bond Fund, Inc 12/26/2006
American Mutual Fund, Inc 12/26/2006
Capital Income Builder, Inc 12/26/2006
Capital World Bond Fund, Inc 12/26/2006
Capital World Growth and Income Fund, Inc. 12/26/2006
Endowments – Equity Portfolio 12/26/2006
Endowments – Fixed Income Portfolio 12/26/2006
EuroPacific Growth Fund 12/26/2006
Intermediate Bond Fund of America 12/26/2006
International Growth and Income Fund, Inc. 08/14/2008
Limited Term Tax-Exempt Bond Fund of America 12/26/2006
New Perspective Fund, Inc 12/26/2006
New World Fund, Inc 12/26/2006
Short-Term Bond Fund of America, Inc 12/26/2006
The Bond Fund of America, Inc 12/26/2006
The Income Fund of America, Inc. 12/26/2006
The Investment Company of America 12/26/2006
The Tax-Exempt Bond Fund of America, Inc 12/26/2006
The Tax-Exempt Fund of California 12/26/2006
U.S. Government Securities Fund 12/26/2006
Capital World Bond Fund – Collateral In - JPMorgan 10/16/2009
Capital World Bond Fund – Collateral Out – JPMorgan 10/16/2009
CRMC Net Wiring Account 12/02/2009
American Funds 2010 Target Date Retirement Series 01/24/2007
American Funds 2015 Target Date Retirement Series 01/24/2007
American Funds 2020 Target Date Retirement Series 01/24/2007
American Funds 2025 Target Date Retirement Series 01/24/2007
American Funds 2030 Target Date Retirement Series 01/24/2007
American Funds 2035 Target Date Retirement Series 01/24/2007
American Funds 2040 Target Date Retirement Series 01/24/2007
American Funds 2045 Target Date Retirement Series 01/24/2007
American Funds 2050 Target Date Retirement Series 01/24/2007
American Funds 2055 Target Date Retirement Series 01/28/2010

 

IN WITNESS WHEREOF, each of the Customers and Bank have executed this Appendix A as of the date first-written above. Execution of this Appendix A by more than one Customer shall not create a contractual or other obligation between or among such Customers (or between or among their respective Portfolios) and this Appendix shall constitute a separate agreement between Bank and each Customer on behalf of itself or each of its Portfolios.

 

EACH OF THE CUSTOMERS LISTED ON

APPENDIX A ATTACHED HERETO, ON

BEHALF OF ITSELF OR ITS LISTED PORTFOLIOS

 

By: CAPITAL RESEARCH AND MANAGEMENT COMPANY

 

 

 

By:____________________________________

Name:

Title:

 

JPMORGAN CHASE BANK, N.A.

 

 

By:________________________________________

Name:

Title:

 

 

 
 

Schedule A

Agent and Cash Network

COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
ARGENTINA

HSBC Bank Argentina S.A.

Florida 201, 7th Floor

1005 Buenos Aires

ARGENTINA

HSBC Bank Argentina S.A.

Buenos Aires

AUSTRALIA

JPMorgan Chase Bank, N.A.**

Level 37

AAP Center 259, George Street

Sydney NSW 2000

AUSTRALIA

Australia and New Zealand Banking Group Ltd.

Melbourne

AUSTRIA

Bank Austria Creditanstalt AG

Julius Tandler Platz - 3

A-1090 Vienna

AUSTRIA

J.P. Morgan AG

Frankfurt

BAHRAIN

HSBC Bank Middle East Limited

1st Floor, Building No 2505, Road No 2832

Al Seef 428

BAHRAIN

National Bank of Bahrain

Manama

BANGLADESH

Standard Chartered Bank

18-20 Motijheel C.A

Box 536

Dhaka-1000

BANGLADESH

Standard Chartered Bank

Dhaka

BELGIUM

Fortis Bank (Nederland) N.V.

Rokin 55

1012KK Amsterdam

THE NETHERLANDS

J.P. Morgan AG

Frankfurt

BERMUDA

The Bank of Bermuda Limited

6 Front Street

Hamilton HMDX

BERMUDA

The Bank of Bermuda Limited

Hamilton

BOTSWANA

Barclays Bank of Botswana Limited

Barclays House, Khama Crescent

Gaborone

BOTSWANA

Barclays Bank of Botswana Limited

Gaborone

BRAZIL

HSBC Bank Brasil S.A. Banco Multiplo

Avenida Brigadeiro Faria Lima 3064, 2nd Floor

Sao Paulo, SP 01451-000

BRAZIL

HSBC Bank Brasil S.A. Banco Multiplo

Sao Paulo

BULGARIA

ING Bank N.V.

Sofia Branch

12 Emil Bersinski Street

Ivan Vazov Region

1408 Sofia

BULGARIA

ING Bank N.V.

Sofia

CANADA

Canadian Imperial Bank of Commerce

Commerce Court West

Security Level

Toronto, Ontario M5L 1G9

CANADA

Royal Bank of Canada

Toronto

 

Royal Bank of Canada

200 Bay Street, Suite 1500

15th Floor

Royal Bank Plaza, North Tower

Toronto Ontario M5J 2J5

CANADA

Royal Bank of Canada

Toronto

CHILE

Banco de Chile

Av. Andres Bello 2687 5th Floor

Las Condes

Santiago

CHILE

Banco de Chile

Santiago

CHINA - SHANGHAI

China B-Shares:

 

HSBC Bank (China) Company Limited

35/F, HSBC Tower

1000 Lujiazui Ring Road

Pudong

Shanghai 200120

THE PEOPLE'S REPUBLIC OF CHINA

China A-Shares: Please refer to your Client Relationship Team

 

 

JPMorgan Chase Bank, N.A.

New York (for B-Share Market)

CHINA - SHENZHEN

China B-Shares:

 

HSBC Bank (China) Company Limited

35/F, HSBC Tower

1000 Lujiazui Ring Road

Pudong

Shanghai 200120

THE PEOPLE'S REPUBLIC OF CHINA

China A-Shares: Please refer to your Client Relationship Team

 

 

JPMorgan Chase Bank, N.A.

Hong Kong (for B-Share Market)

COLOMBIA

Santander Investment Trust Colombia S.A.

Calle 12, No. 7-32, Piso 3

Bogota

COLOMBIA

Santander Investment Trust Colombia S.A.

Bogota

CROATIA

Privredna banka Zagreb d.d.

Savska c.28

10000 Zagreb

CROATIA

Zagrebacka Banka d.d.

Zagreb

CYPRUS

Marfin Popular Bank Public Company Ltd.

154 Limassol Avenue

P.O. Box 22032

CY-1598 Nicosia

CYPRUS

Marfin Popular Bank Public Company Ltd.

Nicosia

CZECH REPUBLIC

UniCredit Bank Czech Republic a.s.

Revolucni 7

110 05 Prague 1

CZECH REPUBLIC

Ceskoslovenska obchodni banka, a.s.

Prague

DENMARK

Danske Bank A/S

2-12 Holmens Kanal

DK 1092 Copenhagen K

DENMARK

Nordea Bank Danmark A/S

Copenhagen

EGYPT

Citibank, N.A.

4 Ahmed Pasha Street

Garden City

Cairo

EGYPT

Citibank, N.A.

Cairo

ESTONIA

Hansabank

Liivalaia 8

EE0001 Tallinn

ESTONIA

SEB Eesti Uhispank

Tallinn

FINLAND

Skandinaviska Enskilda Banken AB (publ)

Unioninkatu 30

FIN-00101 Helsinki

FINLAND

J.P. Morgan AG

Frankfurt

FRANCE

BNP Paribas Securities Services S.A.

Ref 256

BP 141

3, Rue D'Antin

75078 Paris

Cedex 02

FRANCE

J.P. Morgan AG

Frankfurt

 

Societe Generale

50 Boulevard Haussman

75009 Paris

FRANCE

J.P. Morgan AG

Frankfurt

GERMANY

Deutsche Bank AG

Alfred-Herrhausen-Allee 16-24

D-65760 Eschborn

GERMANY

J.P. Morgan AG

Frankfurt

 

J.P. Morgan AG#**

Junghofstrasse 14

60311 Frankfurt am Main

GERMANY

# For local German custody clients only.

J.P. Morgan AG

Frankfurt

GHANA

Barclays Bank of Ghana Limited

Barclays House, High Street

Accra

GHANA

Barclays Bank of Ghana Limited

Accra

GREECE

HSBC Bank plc

Messogion 109-111

11526 Athens

GREECE

J.P. Morgan AG

Frankfurt

HONG KONG

The Hongkong and Shanghai Banking

Corporation Limited

36th Floor, Sun Hung Kai Centre

30 Harbour Road

Wan Chai

HONG KONG

JPMorgan Chase Bank, N.A.

Hong Kong

HUNGARY

Deutsche Bank Zrt.

Hold utca 27

H-1054 Budapest

HUNGARY

ING Bank Rt.

Budapest

ICELAND

Glitnir banki hf.

Kirkjusandur 2

155 Reykjavik

ICELAND

Glitnir banki hf.

Reykjavik

INDIA

The Hongkong and Shanghai Banking

Corporation Limited

2nd Floor, ‘Shiv”

Plot No 139-140B

Western Express Highway

Sahar Road Junction

Vile Parle-E

Worli Mumbai 400 057

INDIA

The Hongkong and Shanghai Banking

Corporation Limited

Mumbai

 

Standard Chartered Bank

23-25 Mahatma Ghandi Road

Mumbai 400 001

INDIA

Standard Chartered Bank

Mumbai

INDONESIA

The Hongkong and Shanghai Banking

Corporation Limited

Menara Mulia 19th Floor

Jalan Jendral Gatot Subroto Kav 9-11

Jakarta 12930

INDONESIA

The Hongkong and Shanghai Banking

Corporation Limited

Jakarta

IRELAND

Bank of Ireland

New Century House

Mayor Street Lower

International Financial Services Centre

Dublin 1

IRELAND

J.P. Morgan AG

Frankfurt

ISRAEL

Bank Leumi le-Israel B.M.

35, Yehuda Halevi Street

61000 Tel Aviv

ISRAEL

Bank Leumi le-Israel B.M.

Tel Aviv

ITALY

Intesa Sanpaolo S.p.A.

6, Piazza della Scala

20121 Milan

ITALY

J.P. Morgan AG

Frankfurt

*IVORY COAST*

Soci é t é G é n é rale de Banques en C ô te d’Ivoire

5 et 7, Avenue J. Anoma - 01 B.P. 1355

Abidjan 01

IVORY COAST

Societe Generale

Paris

*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
*JAMAICA* To Be Determined To Be Determined
*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
JAPAN

Mizuho Corporate Bank, Limited

6-7 Nihonbashi-Kabutocho

Chuo-Ku

Tokyo 103

JAPAN

JPMorgan Chase Bank, N.A.

Tokyo

 

The Bank of Tokyo-Mitsubishi UFJ, Limited

3-2 Nihombashi Hongkucho 1-chome

Chuo-ku

Tokyo 103

JAPAN

JPMorgan Chase Bank, N.A.

Tokyo

JORDAN

HSBC Bank Middle East Limited

1st Floor

5th Circle

Western Amman

JORDAN

HSBC Bank Middle East Limited

Western Amman

KAZAKHSTAN

SB HSBC Bank Kazakhstan JSC

43 Dostyk Avenue

Almaty 050010

KAZAKHSTAN

SB HSBC Bank Kazakhstan JSC

Almaty

KENYA

Barclays Bank of Kenya Limited

c/o Barclaytrust Investment Services & Limited

Mezzanine 3, Barclays Plaza, Loita Street

Nairobi

KENYA

Barclays Bank of Kenya Limited

Nairobi

KUWAIT

HSBC Bank Middle East Limited

G/1/2 Floors

Kharafi Tower, Qibla Area

Osama Bin Munkez Street

Safat 13017

KUWAIT

HSBC Bank Middle East Limited

Safat

LATVIA

Hansabanka

Balasta dambis 1a

Riga, LV-1048

LATVIA

Hansabanka

Riga

LEBANON

HSBC Bank Middle East Limited

HSBC Main Building

Riad El Solh, P.O. Box 11-1380

1107-2080 Beirut

LEBANON

JPMorgan Chase Bank, N.A.

New York

LITHUANIA

AB SEB Bankas

12 Gedimino pr.

LT 2600 Vilnius

LITHUANIA

AB SEB Bankas

Vilnius

LUXEMBOURG

Fortis Banque Luxembourg S.A.

50 Avenue J.F. Kennedy

L-2951

LUXEMBOURG

J.P. Morgan AG

Frankfurt

MALAYSIA

HSBC Bank Malaysia Berhad

2 Leboh Ampang

50100 Kuala Lumpur

MALAYSIA

HSBC Bank Malaysia Berhad

Kuala Lumpur

MALTA

HSBC Bank Malta p.l.c.

233 Republic Street

Valletta VLT 05

MALTA

HSBC Bank Malta p.l.c.

Valletta

MAURITIUS

The Hongkong and Shanghai Banking

Corporation Limited

5/F Les Cascades Building

Edith Cavell Street

Port Louis

MAURITIUS

The Hongkong and Shanghai Banking

Corporation Limited

Port Louis

MEXICO

Banco Nacional de Mexico, S.A.

Act. Roberto Medellin No. 800 3er Piso Norte

Colonia Santa Fe

01210 Mexico, D.F.

MEXICO

Banco Santander, S.A.

Mexico, D.F.

MOROCCO

Societe Generale Marocaine de Banques

55 Boulevard Abdelmoumen

Casablanca 20100

MOROCCO

Attijariwafa Bank S.A.

Casablanca

NAMIBIA

Standard Bank Namibia Limited

Mutual Platz

Cnr. Stroebel and Post Streets

P.O.Box 3327

Windhoek

NAMIBIA

The Standard Bank of South Africa Limited

Johannesburg

NETHERLANDS

KAS Bank N.V.

Spuistraat 172

1012 VT Amsterdam

NETHERLANDS

J.P. Morgan AG

Frankfurt

NEW ZEALAND

National Australia Bank Limited

National Nominees Limited

Level 2 BNZ Tower

125 Queen Street

Auckland

NEW ZEALAND

Westpac Banking Corporation

Wellington

NIGERIA

Stanbic IBTC Bank Plc

Plot 688

Amodu Tijani Street

Victoria Island

Lagos

NIGERIA

The Standard Bank of South Africa Limited

Johannesburg

NORWAY

Nordea Bank Norge ASA

Essendropsgate 7

PO Box 1166

NO-0107 Oslo

NORWAY

Nordea Bank Norge ASA

Oslo

OMAN

HSBC Bank Middle East Limited

Bait Al Falaj Main Office

Ruwi PC 112

OMAN

HSBC Bank Middle East Limited

Ruwi

PAKISTAN

Standard Chartered Bank (Pakistan) Limited

P.O. Box 4896

Ismail Ibrahim Chundrigar Road

Karachi 74000

PAKISTAN

Standard Chartered Bank (Pakistan) Limited

Karachi

PANAMA

HSBC Bank (Panama) S.A.

Plaza HSBC Building, 9th Floor

Aquilino de la Guardia Street and 47th Street

Panama City

PANAMA

HSBC Bank (Panama) S.A.

Panama City

PERU

Citibank del Peru S.A.

Camino Real 457

Torre Real - 5th Floor

San Isidro, Lima 27

PERU

Banco de Credito del Peru

Lima

PHILIPPINES

The Hongkong and Shanghai Banking

Corporation Limited

12/F, The Enterprise Center, Tower 1

6766 Ayala Avenue Corner Paseo de Roxas

Makati City, Manila 1226

PHILIPPINES

The Hongkong and Shanghai Banking

Corporation Limited

Manila

POLAND

Bank Handlowy w. Warszawie S.A.

ul. Senatorska 16

00-923 Warsaw 55

POLAND

BRE Bank S.A.

Warsaw

PORTUGAL

Banco Espirito Santo, S.A

7th floor

Rua Castilho, 26

1250-069 Lisbon

PORTUGAL

J.P. Morgan AG

Frankfurt

QATAR

HSBC Bank Middle East Limited

810 Abdulla Bin Jassim Street

P. O. Box 57

Doha

QATAR

HSBC Bank Middle East Limited

Doha

ROMANIA

ING Bank N.V.

13-15 Kiseleff Avenue

011342 Bucharest 1

ROMANIA

ING Bank N.V.

Bucharest

*RUSSIA*

J.P. Morgan Bank International**

(Limited Liability Company)

Building 2/1, 8th floor

Paveletskaya Square

113054 Moscow

RUSSIA

JPMorgan Chase Bank, N.A.

New York

A/C JPMorgan Chase Bank London (USD NOSTRO Account)

 

ING Bank (Eurasia) ZAO

(Closed Joint Stock Company)

36 Krasnoproletarskaya ulitsa

127473 Moscow

RUSSIA

JPMorgan Chase Bank, N.A.

New York

A/C JPMorgan Chase Bank London (USD NOSTRO Account)

*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
SAUDI ARABIA

SABB Securities Limited

P.O. Box 9084

Riyadh 11413

SAUDI ARABIA

SABB Securities Limited

Riyadh

SERBIA

UniCredit Bank Srbija a.d.

Rajiceva 27-29

11000 Belgrade

SERBIA AND MONTENEGRO

UniCredit Bank Srbija a.d.

Belgrade

SINGAPORE

DBS Bank Ltd.

180 Clemenceau Avenue #03-01

Haw Par Centre

239922

SINGAPORE

Oversea-Chinese Banking Corporation

Singapore

SLOVAK REPUBLIC

UniCredit Bank Slovakia a.s.

Sancova 1/A

SK-813 33 Bratislava

SLOVAK REPUBLIC

Vseobecna uverova banka, a.s.

Bratislava

SLOVENIA

UniCredit Banka Slovenija d.d.

Smartinska 140

SI-1000 Ljubljana

SLOVENIA

J.P. Morgan AG

Frankfurt

SOUTH AFRICA

FirstRand Bank Limited

1 Mezzanine Floor, 3 First Place, Bank City

Cnr Simmonds and Jeppe Streets

Johannesburg 2001

SOUTH AFRICA

The Standard Bank of South Africa Limited

Johannesburg

SOUTH KOREA

Standard Chartered First Bank Korea Limited

100 KongPyung-dong ChongRo-Gu

Seoul 110-702

SOUTH KOREA

Standard Chartered First Bank Korea Limited

Seoul

SPAIN

Santander Investment, S.A.

Ciudad Grupo Santander

Avenida de Cantabria, s/n

Edificio Ecinar, planta baja

Boadilla del Monte

28660 Madrid

SPAIN

J.P. Morgan AG

Frankfurt

SRI LANKA

The Hongkong and Shanghai Banking

Corporation Limited

24 Sir Baron Jayatillaka Mawatha

Colombo 1

SRI LANKA

The Hongkong and Shanghai Banking

Corporation Limited

Colombo

SWEDEN

Skandinaviska Enskilda Banken AB (publ)

Sergels Torg 2

SE-106 40 Stockholm

SWEDEN

Svenska Handelsbanken

Stockholm

SWITZERLAND

UBS AG

45 Bahnhofstrasse

8021 Zurich

SWITZERLAND

UBS AG

Zurich

TAIWAN

JPMorgan Chase Bank, N.A.**

8th Floor, Cathay Xin Yi Trading Building

No. 108, Section 5, Hsin Yi Road

Taipei 110

TAIWAN

JPMorgan Chase Bank, N.A.

Taipei

THAILAND

Standard Chartered Bank (Thai) Public Company Limited

14th Floor, Zone B

Sathorn Nakorn Tower

100 North Sathorn Road Bangrak

Bangkok 10500

THAILAND

Standard Chartered Bank (Thai) Public Company Limited

Bangkok

TUNISIA

Banque Internationale Arabe de Tunisie, S.A.

70-72 Avenue Habib Bourguiba

P.O. Box 520

1080 Tunis Cedex

TUNISIA

Banque Internationale Arabe de Tunisie, S.A.

Tunis

TURKEY

Citibank A.S.

Turkiye Main Branch

Buyukdere Cad. No:100

80280 Esentepe

Istanbul

TURKEY

JPMorgan Chase Bank, N.A.

Istanbul

*UKRAINE*

ING Bank Ukraine

30-A Spaska Street

04070 Kiev

UKRAINE

JPMorgan Chase Bank, N.A.

New York

A/C JPMorgan Chase Bank London (USD NOSTRO Account)

*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
UNITED ARAB EMIRATES - DFM

HSBC Bank Middle East Limited

Level 4, Precinct Building 4, Unit 5

Gate District

P.O. Box 506553

Dubai

UNITED ARAB EMIRATES

The National Bank of Abu Dhabi

Abu Dhabi

UNITED ARAB EMIRATES - DIFX

HSBC Bank Middle East Limited

Level 4, Precinct Building 4, Unit 5

Gate District

P.O. Box 506553

Dubai

UNITED ARAB EMIRATES

JPMorgan Chase Bank, N.A.

New York

A/C JPMorgan Chase Bank London (USD NOSTRO Account)

UNITED ARAB EMIRATES - ADX

HSBC Bank Middle East Limited

Level 4, Precinct Building 4, Unit 5

Gate District

P.O. Box 506553

Dubai

UNITED ARAB EMIRATES

The National Bank of Abu Dhabi

Abu Dhabi

UNITED KINGDOM.

JPMorgan Chase Bank, N.A.**

1 Tallis Street

London EC4Y 5AJ

UNITED KINGDOM

JPMorgan Chase Bank, N.A.

London

 

Deutsche Bank AG

The Depository and Clearing Centre

Lower Ground Floor

27 Leadenhall Street

London EC3A 1AA

UNITED KINGDOM

Varies by currency
UNITED STATES

JPMorgan Chase Bank, N.A.**

4 New York Plaza

New York

NY 10004

U.S.A.

JPMorgan Chase Bank, N.A.

New York

URUGUAY

Banco Ita ú Uruguay S.A.

Zabala 1463

Montevideo

URUGUAY

Banco Ita ú Uruguay S.A.

Montevideo.

VENEZUELA

Citibank, N.A.

Centro Comercial El Recreo

Torre Norte, Piso 20

Avda. Casanora, Sabana Grande

Caracas 1050 D.C.

VENEZUELA

Citibank, N.A.

Caracas

VIETNAM

The Hongkong and Shanghai Banking

Corporation Limited

The Metropolitan, 235 Dong Khoi Street

District 1

Ho Chi Minh City

VIETNAM

The Hongkong and Shanghai Banking

Corporation Limited

Ho Chi Minh City

ZAMBIA

Barclays Bank Zambia Plc

Elunda Park, Plot 4644

Lusaka

ZAMBIA

Barclays Bank Zambia Plc

Lusaka

*ZIMBABWE*

Barclays Bank of Zimbabwe Limited

Corporate Centre

1st Floor, Eastern Wing

Birmingham Road, Cnr. Paisley Road

Harare

ZIMBABWE

Barclays Bank of Zimbabwe Limited

Harare

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*

 

 
 

SCHEDULE B

 

ELIGIBLE SECURITIES DEPOSITORIES

 

COUNTRY DEPOSITORY INSTRUMENTS
ARGENTINA

CVSA

(Caja de Valores S.A.)

Equity, Corporate Debt, Government Debt
 

CRYL

(Central de Registration y Liquidacion de Instrumentos de Endeudamiento Publico)

Government Debt
AUSTRALIA Austraclear Limited Corporate Debt, Money Market, Government Debt and Semi-Government Debt
 

CHESS

(Clearing House Electronic Sub-register System)

Equity
AUSTRIA

OeKB

(Oesterreichische Kontrollbank AG)

Equity, Corporate Debt, Government Debt
BAHRAIN

CSDR

(Clearing, Settlement, Central Depository and Registry System)

Equity
BANGLADESH

CDBL

(Central Depository Bangladesh Limited)

Equity, Government Debt
BELGIUM Euroclear Belgium Equity, Corporate Debt
 

NBB

(National Bank of Belgium)

Corporate Debt, Government Debt
BERMUDA

BSD

(Bermuda Securities Depository)

Equity
BRAZIL

CBLC

(Companhia Brasileira de Liquidacao e Custodia)

Equity
 

CETIP

(Central de Custodia e de Liquidacao Financiera de Titulos Privados)

Corporate Debt
 

SELIC

(Sistema Especial de Liquidacao e Custodia)

Government Debt
BULGARIA

BNB

(Bulgaria National Bank)

Government Debt
 

CDAD

(Central Depository A.D.)

Equity, Corporate Debt
CANADA

CDS

(The Canadian Depository for Securities Limited)

Equity, Corporate, Government Debt
CHILE

DCV

(Deposito Central de Valores S.A.)

Equity, Corporate Debt, Government Debt
CHINA, SHANGHAI

CSDCC, Shanghai Branch

( China Securities Depository and Clearing Corporation Limited, Shanghai Branch )

Equity
CHINA, SHENZHEN

CSDCC, Shenzhen Branch

( China Securities Depository and Clearing Corporation Limited, Shenzhen Branch )

Equity
COLOMBIA

DCV

(Deposito Central de Valores)

Government Debt
 

DECEVAL

(Deposito Centralizado de Valores de Colombia S.A.)

Equity, Corporate Debt, Government Debt
CROATIA

CDA

(Central Depository Agency Inc. – Stredisnja depozitarna agencija d.d.)

Equity, Corporate Debt, Government Debt
CYPRUS

CSD

(Central Securities Depository)

Equity, Corporate Debt, Government Debt
CZECH REPUBLIC

SCP

(Stredisko cennych papiru – Ceska republica)

Equity, Corporate Debt, Government Debt
 

CNB

(Czech National Bank)

Government Debt
DENMARK

VP

(Vaerdipapircentralen A/S)

Equity, Corporate Debt, Government Debt
EGYPT

MCSD

(Misr for Clearing, Settlement and Depository)

Equity, Corporate Debt
 

CBE

(Central Bank of Egypt)

Government Debt
ESTONIA

ECDS

(Estonian Central Depository for Securities Limited - Eesti Vaatpaberite Keskdepositoorium)

Equity, Corporate Debt, Government Debt
EUROMARKET

CBL

(Clearstream Banking, S.A.)

Internationally Traded Debt, Equity
  Euroclear Bank S.A./N.V. Internationally Traded Debt, Equity
FINLAND

APK

(Finnish Central Securities Depository Limited)

Equity, Corporate Debt, Government Debt
FRANCE Euroclear France Equity, Corporate Debt, Government Debt
GERMANY

CBF

(Clearstream Banking AG)

Equity, Corporate Debt, Government Debt
GREECE

CSD

(Central Securities Depository S.A.)

Equity, Corporate Debt, Government Debt
 

BoG

(Bank of Greece)

Government Debt
HONG KONG

HKSCC

(Hong Kong Securities Clearing Company Limited)

Equity
 

CMU

(Central Moneymarkets Unit)

Corporate Debt, Government Debt
HUNGARY

KELER Zrt.

(Central Clearing House and Depository (Budapest) Zrt. – Kozponti Elszamolohaz es Ertektar (Budapest) Zrt.)

Equity, Corporate Debt, Government Debt
ICELAND

ISD

(The Islandic Securities Depository)

Equity, Corporate Debt, Government Debt
INDIA

NSDL

(National Securities Depository Limited)

Equity, Corporate Debt, Government Debt
 

CDSL

(Central Depository Services (India) Limited)

Equity
 

RBI

(Reserve Bank of India)

Government Debt
INDONESIA

KSEI

(PT Kustodian Sentral Efek Indonesia)

Equity, Corporate Debt
  Bank Indonesia Government Debt
IRELAND

CREST

(CRESTCo Limited)

Equity, Corporate Debt
ISRAEL

TECH

(Tel Aviv Stock Exchange Clearing House Ltd.)

Equity, Corporate Debt, Government Debt
ITALY Monte Titoli S.p.A. Equity, Corporate Debt, Government Debt
IVORY COAST

DC/BR

(Le Depositaire Central / Banque de Reglement)

Equity
JAMAICA

JCSD

(Jamaica Central Securities Depository)

Equity, Corporate Debt, Government Debt
JAPAN

JASDEC

(Japan Securities Depository Center, Incorporated)

Equity, Convertible Debt
 

BoJ

(Bank of Japan)

Registered Government Debt
 

JSSC

(Japan Securities Settlement and Custody, Inc.)

Foreign Securities
JORDAN

SDC

(Securities Depository Center)

Equity, Corporate Debt
KAZAKHSTAN

CSD

(Central Securities Depository CJSC)

Equity
KENYA

CBCD

(Central Bank Central Depository)

Government Debt
 

CDSC

(Central Depository & Settlement Corporation Limited)

Equity, Corporate Debt
KUWAIT

KCC

(The Kuwait Clearing Company S.A.K.)

Equity, Corporate Debt
LATVIA

LCD

(Latvian Central Depository)

Equity, Corporate Debt, Government Debt
LEBANON

Midclear S.A.L.

(Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East S.A.L.)

Equity
 

BDL

(Banque du Liban)

Government Debt
LITHUANIA

CSDL

(Central Securities Depository of Lithuania)

Equity, Corporate Debt, Government Debt
LUXEMBOURG

CBL

(Clearstream Banking, S.A.)

Equity
MALAYSIA

Bursa Depository

(Bursa Malaysia Depository Sdn Bhd)

Equity, Corporate Debt
 

BNM

(Bank Negara Malaysia)

Government Debt
MALTA

CSD

(The Central Securities Depository)

Equity, Corporate Debt, Government Debt
MAURITIUS

CDS

(Central Depository and Settlement Company Limited)

Equity, Corporate Debt
MEXICO

INDEVAL

(S.D. INDEVAL S.A. de C.V.)

Equity, Corporate Debt, Government Debt
MOROCCO Maroclear Equity, Corporate Debt, Government Debt
NETHERLANDS Euroclear Nederland Equity, Corporate Debt, Government Debt
NEW ZEALAND

NZCSD

(New Zealand Central Securities Depository)

Equity, Corporate Debt, Government Debt
NIGERIA

CSCS

(Central Securities Clearing System Limited)

Equity, Corporate Debt, Government Debt
NORWAY

VPS

(Verdipapirsentralen ASA)

Equity, Corporate Debt, Government Debt
OMAN

MDSRC

(The Muscat Depository and Securities Registration Company, S.A.O.C.)

Equity, Corporate Debt
PAKISTAN

CDC

(Central Depository Company of Pakistan Limited)

Equity, Corporate Debt
 

SBP

(State Bank of Pakistan)

Government Debt
PANAMA

LATINCLEAR

(Central Latinoamericana de Valores, S.A.)

Equity, Corporate Debt, Government Debt
PERU

CAVALI

(CAVALI ICLV S.A.)

Equity, Corporate Debt, Government Debt
PHILIPPINES

PDTC

(Philippine Depository and Trust Corp.)

Equity
 

RoSS

(Bangko Sentral ng Pilipinas / Register of Scripless Securities)

Government Debt
POLAND

NDS

(National Depository for Securities S.A.)

Equity, Long-Term Government Debt
 

RPW

(Registry of Securities)

Short-Term Government Debt
PORTUGAL

INTERBOLSA

(Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A.)

Equity, Corporate Debt, Government Debt
QATAR

DSM

(Doha Securities Market)

Equity
ROMANIA

BSE

( Bucharest Stock Exchange)

Equity
 

NBR

(National Bank of Romania)

Government Debt
RUSSIA

VTB

(Vneshtorgbank)

Equity, Corporate Debt, Government Debt (Ministry of Finance Bonds)
 

NDC

(The National Depository Center)

Equity, Corporate Debt, Government Debt
SAUDI ARABIA Tadawul Equity
 

SAMA

(Saudi Arabian Monetary Authority)

Government Debt
SERBIA

CSD

(Central Register and Central Depository for Securities)

Equity, Corporate Debt, Government Debt
SINGAPORE

CDP

(The Central Depository (Pte) Limited)

Equity, Corporate Debt
 

MAS

(Monetary Authority of Singapore)

Government Debt
SLOVAK REPUBLIC

CSD

(Centralny depozitar cennych papierov SR, a.s.)

Equity, Corporate Debt, Government Debt
 

NBS

(National Bank of Slovakia)

Government Debt
SLOVENIA

KDD

(Centralna klirinsko depotna druzba d.d.)

Equity, Corporate Debt, Government Debt
SOUTH AFRICA

STRATE

(Share Transactions Totally Electronic)

Equity
SOUTH KOREA

KSD

(Korea Securities Depository)

Equity, Corporate Debt, Government Debt
SPAIN

IBERCLEAR

(Sociedad de Gestion de los Sistemas de Registro, Compensacion y Liquidacion de Valores, S.A.)

Equity, Corporate Debt, Government Debt
SRI LANKA

CDS

(Central Depository System (Private) Limited)

Equity, Corporate Debt
SWEDEN

VPC

(Vardepapperscentralen AB)

Equity, Corporate Debt, Government Debt
SWITZERLAND

SIS

(SIS SegaInterSettle AG)

Equity, Corporate Debt, Government Debt
TAIWAN

TDCC

(Taiwan Depository and Clearing Corporation)

Equity, Corporate Debt, Government Debt
THAILAND

TSD

(Thailand Securities Depository Company Limited)

Equity, Corporate Debt, Government Debt
TUNISIA

STICODEVAM

(Societe Tunisienne Interprofessionnelle pour la Compensation et le Depot des Valeurs Mobilieres)

Equity, Corporate Debt, Government Debt
TURKEY

Central Registry Agency

(CRA)

Equity, Corporate Debt
 

CBoT

(Central Bank of Turkey)

Government Debt
UKRAINE

NBU

(National Bank of Ukraine)

Government Debt
 

MFS

(Interregional Securities Union)

Corporate Debt, Selected Equity
UNITED ARAB EMIRATES

DFM

(Dubai Financial Market Clearing House)

Equity, Corporate Debt, Government Debt
 

DIFX

(Dubai International Financial Exchange Central Securities Depository and Registry)

Equity, Corporate Debt
UNITED KINGDOM

CREST

(CRESTCo Limited)

Equity, Corporate Debt, Government Debt
UNITED STATES

DTC

(The Depository Trust Company)

Equity, Corporate Debt
 

FRB

(Federal Reserve Bank)

Government Debt, Mortgage Back Debt
URUGUAY

BCU

(Banco Central del Uruguay)

Government Debt
VENEZUELA

BCV

(Banco Central de Venezuela)

Government Debt
 

CVV

(Caja Venezolana de Valores, S.A.)

Equity, Corporate Debt, Money Market
VIETNAM

VSD

(Vietnam Securities Depository)

Equity, Corporate Debt, Government Debt
ZAMBIA

CSD

(LuSE Central Shares Depository Limited)

Equity, Government Debt
 

BoZ

(Bank of Zambia)

Government Debt

 

 
 

Schedule B


Securities Depositories

COUNTRY DEPOSITORY INSTRUMENTS
ARGENTINA

CVSA

(Caja de Valores S.A.)

Equity, Corporate Debt, Government Debt
 

CRYL

(Central de Registration y Liquidacion de Instrumentos de Endeudamiento Publico)

Government Debt
AUSTRALIA

Austraclear

(ASX Austraclear Limited)

Corporate Debt, Money Market, Government Debt and Semi-Government Debt
 

ASTC

(ASX Settlement & Transfer Corporation Pty Ltd.)

Equity
AUSTRIA

OeKB

(Oesterreichische Kontrollbank AG)

Equity, Corporate Debt, Government Debt
BAHRAIN

CSDR

(Clearing, Settlement, Central Depository and Registry System)

Equity
BANGLADESH

CDBL

(Central Depository Bangladesh Limited)

Equity, Government Debt
BELGIUM Euroclear Belgium Equity, Corporate Debt
 

NBB

(National Bank of Belgium)

Corporate Debt, Government Debt
BERMUDA

BSD

(Bermuda Securities Depository)

Equity
BRAZIL

CBLC

(Companhia Brasileira de Liquidacao e de Custodia)

Equity
 

CETIP

(Central de Custodia e de Liquidacao Financiera de Titulos Privados)

Corporate Debt
 

SELIC

(Sistema Especial de Liquidacao e Custodia)

Government Debt
BULGARIA

BNB

(Bulgaria National Bank)

Government Debt
 

CDAD

(Central Depository A.D.)

Equity, Corporate Debt
CANADA

CDS

(The Canadian Depository for Securities Limited)

Equity, Corporate, Government Debt
CHILE

DCV

(Deposito Central de Valores S.A.)

Equity, Corporate Debt, Government Debt
CHINA, SHANGHAI

CSDCC, Shanghai Branch

( China Securities Depository and Clearing Corporation Limited, Shanghai Branch )

Equity
CHINA, SHENZHEN

CSDCC, Shenzhen Branch

( China Securities Depository and Clearing Corporation Limited, Shenzhen Branch )

Equity
COLOMBIA

DCV

(Deposito Central de Valores)

Government Debt
 

DECEVAL

(Deposito Centralizado de Valores de Colombia S.A.)

Equity, Corporate Debt, Government Debt
CROATIA

CDA

(Central Depository Agency Inc. – Stredisnja depozitarna agencija d.d.)

Equity, Corporate Debt, Government Debt
CYPRUS

CSD

(Central Securities Depository)

Equity, Corporate Debt, Government Debt
CZECH REPUBLIC

SCP

(Stredisko cennych papiru – Ceska republica)

Equity, Corporate Debt, Government Debt
 

CNB

(Ceska Narodni Banka)

Government Debt
DENMARK

VP

(Vaerdipapircentralen A/S)

Equity, Corporate Debt, Government Debt
EGYPT

MCDR

(Misr for Clearing, Depository and Central Registry)

Equity, Corporate Debt
 

CBE

(Central Bank of Egypt)

Government Debt
ESTONIA

ECDS

(Estonian Central Depository for Securities Limited)

Equity, Corporate Debt, Government Debt
FINLAND

APK

(Finnish Central Securities Depository Limited)

Equity, Corporate Debt, Government Debt
FRANCE Euroclear France Equity, Corporate Debt, Government Debt
GERMANY

CBF

(Clearstream Banking AG)

Equity, Corporate Debt, Government Debt
GHANA

BOG

(Bank of Ghana)

Government Debt
GREECE

CSD

(Hellenic Exchanges S.A. Holding, Clearing, Settlement and Registry)

Equity, Corporate Debt
 

BoG

(Bank of Greece)

Government Debt
HONG KONG

HKSCC

(Hong Kong Securities Clearing Company Limited)

Equity
 

HKMA CMU

(Hong Kong Monetary Authority Central Moneymarkets Unit)

Corporate Debt, Government Debt
HUNGARY

KELER Zrt.

(Central Clearing House and Depository (Budapest) Ltd.)

Equity, Corporate Debt, Government Debt
ICELAND

ISD

(The Islandic Securities Depository)

Equity, Corporate Debt, Government Debt
INDIA

NSDL

(National Securities Depository Limited)

Equity, Corporate Debt, Government Debt
 

CDSL

(Central Depository Services (India) Limited)

Equity
 

RBI

(Reserve Bank of India)

Government Debt
INDONESIA

KSEI

(PT Kustodian Sentral Efek Indonesia)

Equity, Corporate Debt
  Bank Indonesia Government Debt
INTERNATIONAL SECURITIES MARKET

Euroclear Bank

(Euroclear Bank S.A./N.V.)

Internationally Traded Debt, Equity
IRELAND

Euroclear UK & Ireland

(Euroclear UK & Ireland Limited)

Equity, Corporate Debt
ISRAEL

TECH

(Tel Aviv Stock Exchange Clearing House Ltd.)

Equity, Corporate Debt, Government Debt
ITALY Monte Titoli S.p.A. Equity, Corporate Debt, Government Debt
IVORY COAST

DC/BR

(Le Depositaire Central / Banque de Reglement)

Equity
JAMAICA

JCSD

(Jamaica Central Securities Depository)

Equity, Corporate Debt, Government Debt
JAPAN

JASDEC

(Japan Securities Depository Center, Incorporated)

Equity, Convertible Debt
 

BoJ

(Bank of Japan)

Registered Government Debt
JORDAN

SDC

(Securities Depository Center)

Equity, Corporate Debt
KAZAKHSTAN

CSD

(Central Securities Depository CJSC)

Equity
KENYA

CBCD

(Central Bank Central Depository)

Government Debt
 

CDSC

(Central Depository and Settlement Corporation Limited)

Equity, Corporate Debt
KUWAIT

KCC

(The Kuwait Clearing Company S.A.K.)

Equity, Corporate Debt
LATVIA

LCD

(Latvian Central Depository)

Equity, Corporate Debt, Government Debt
LEBANON

Midclear S.A.L.

(Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East S.A.L.)

Equity
 

BDL

(Banque du Liban)

Government Debt
LITHUANIA

CSDL

(Central Securities Depository of Lithuania)

Equity, Corporate Debt, Government Debt
LUXEMBOURG

CBL

(Clearstream Banking, S.A.)

Equity
MALAYSIA

Bursa Depository

(Bursa Malaysia Depository Sdn Bhd)

Equity, Corporate Debt
 

BNM

(Bank Negara Malaysia)

Government Debt
MALTA

CSD

(The Central Securities Depository)

Equity, Corporate Debt, Government Debt
MAURITIUS

CDS

(Central Depository and Settlement Company Limited)

BOM

(Bank of Mauritius)

Equity, Corporate Debt

 

 

Government Debt

MEXICO

INDEVAL

(S.D. INDEVAL S.A. de C.V.)

Equity, Corporate Debt, Government Debt
MOROCCO Maroclear Equity, Corporate Debt, Government Debt
NETHERLANDS Euroclear Nederland Equity, Corporate Debt, Government Debt
NEW ZEALAND

NZCSD

(New Zealand Central Securities Depository)

Equity, Corporate Debt, Government Debt
NIGERIA

CSCS

(Central Securities Clearing System Limited)

Equity, Corporate Debt, Government Debt
NORWAY

VPS

(Verdipapirsentralen ASA)

Equity, Corporate Debt, Government Debt
OMAN

MDSRC

(The Muscat Depository and Securities Registration Company, S.A.O.C.)

Equity, Corporate Debt
PAKISTAN

CDC

(Central Depository Company of Pakistan Limited)

Equity, Corporate Debt
 

SBP

(State Bank of Pakistan)

Government Debt
PANAMA

LATINCLEAR

(Central Latinoamericana de Valores, S.A.)

Equity, Corporate Debt, Government Debt
PERU

CAVALI

(CAVALI ICLV S.A.)

Equity, Corporate Debt, Government Debt
PHILIPPINES

PDTC

(Philippine Depository and Trust Corp.)

Equity, Corporate Debt
 

RoSS

(Register of Scripless Securities)

Government Debt
POLAND

NDS

(National Depository for Securities S.A.)

Equity, Long-Term Government Debt
 

RPW

(Registry of Securities)

Short-Term Government Debt
PORTUGAL

INTERBOLSA

(Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A.)

Equity, Corporate Debt, Government Debt
QATAR

DSM

(Doha Securities Market)

Equity
ROMANIA

CD S.A.

(Central Depository S.A.)

Equity, Corporate Debt
 

NBR

(National Bank of Romania)

Government Debt
RUSSIA

VTB

(Vneshtorgbank)

Government Debt (Ministry of Finance Bonds)
 

NDC

(The National Depository Center)

Corporate Debt, Government Debt (GKOs/OFZs)
SAUDI ARABIA Tadawul Equity, Corporate Debt
 

SAMA

(Saudi Arabian Monetary Authority)

Government Debt
SERBIA

CSD

(Central Securities Depository and Clearing House for Serbia)

Equity, Corporate Debt, Government Debt
SINGAPORE

CDP

(The Central Depository (Pte) Limited)

Equity, Corporate Debt
 

MAS

(Monetary Authority of Singapore)

Government Debt
SLOVAK REPUBLIC

CDCP

(Centralny depozitar cennych papierov SR, a.s.)

Equity, Corporate Debt, Government Debt
 

NBS

(National Bank of Slovakia)

Government Debt
SLOVENIA

KDD

(Centralna klirinsko depotna druzba d.d.)

Equity, Corporate Debt, Government Debt
SOUTH AFRICA

Strate Central Securities Depository

(Strate Ltd.)

Equity, Corporate Debt, Government Debt
SOUTH KOREA

KSD

(Korea Securities Depository)

Equity, Corporate Debt, Government Debt
SPAIN

IBERCLEAR

(Sociedad de Gestion de los Sistemas de Registro, Compensacion y Liquidacion de Valores, S.A.)

Equity, Corporate Debt, Government Debt
SRI LANKA

CDS

(Central Depository System (Private) Limited)

Equity, Corporate Debt
  LankaSecure Government Debt
SWEDEN

VPC

(Vardepapperscentralen AB)

Equity, Corporate Debt, Government Debt
SWITZERLAND

SIS

(SIS SegaInterSettle AG)

Equity, Corporate Debt, Government Debt
TAIWAN

TDCC

(Taiwan Depository and Clearing Corporation)

Equity, Corporate Debt, Government Debt
THAILAND

TSD

(Thailand Securities Depository Company Limited)

Equity, Corporate Debt, Government Debt
TUNISIA

STICODEVAM

(Societe Tunisienne Interprofessionnelle pour la Compensation et le Depot des Valeurs Mobilieres)

Equity, Corporate Debt, Government Debt
TURKEY

Central Registry Agency

(CRA)

Equity, Corporate Debt
 

CBoT

(Central Bank of Turkey)

Government Debt
UKRAINE

NBU

(National Bank of Ukraine)

Government Debt
 

MFS

(Interregional Securities Union)

Corporate Debt, Selected Equity
UNITED ARAB EMIRATES - DFM

DFM

(Dubai Financial Market)

Equity, Corporate Debt, Government Debt
UNITED ARAB EMIRATES - DIFX

DIFX

(Dubai International Financial Exchange)

Equity, Corporate Debt
UNITED ARAB EMIRATES - ADX

ADX

(Abu Dhabi Securities Exchange)

Equity, Corporate Debt, Government Debt
UNITED KINGDOM

Euroclear UK & Ireland

(Euroclear UK & Ireland Limited)

Equity, Corporate Debt, Government Debt
UNITED STATES

DTC

(The Depository Trust Company)

Equity, Corporate Debt
 

FRB

(Federal Reserve Bank)

Government Debt, Mortgage Back Debt
URUGUAY

BCU

(Banco Central del Uruguay)

Government Debt
VENEZUELA

BCV

(Banco Central de Venezuela)

Government Debt
 

CVV

(Caja Venezolana de Valores, S.A.)

Equity, Corporate Debt, Money Market
VIETNAM

VSD

(Vietnam Securities Depository)

Equity, Corporate Debt, Government Debt
ZAMBIA

CSD

(LuSE Central Shares Depository Limited)

Equity, Government Debt
 

BoZ

(Bank of Zambia)

Government Debt

 

 

WASHINGTON MUTUAL INVESTORS FUND

and

WASHINGTON MANAGEMENT CORPORATION

 

 

BUSINESS MANAGEMENT AGREEMENT

 

 

AGREEMENT, dated this 21 st day of December, 2012, by and between Washington Mutual Investors Fund (the "Fund"), and Washington Management Corporation (the "Corporation").

 

WHEREAS, the Fund is a registered investment company under the Investment Company Act of 1940 (the "1940 Act");

 

WHEREAS, the Fund seeks to enter into this Agreement with the Corporation to become effective upon the anticipated assignment and termination (the “Effective Time”) of the Business Management Agreement dated as of July 1, 2010, as amended from time to time, by and between the Fund and the Corporation;

 

WHEREAS, the Corporation is ready, willing and able to act as business manager of the Fund;

 

NOW, THEREFORE, for good and valuable consideration, the receipt whereof is hereby acknowledged, and the mutual performance of the undertakings herein, it is agreed by and between the parties hereto as follows:

 

1. The Corporation, as business manager for the Fund, will:

 

(a) Furnish the Fund the services of persons to perform the executive, administrative and clerical services in the management and conduct of the corporate business and affairs of the Fund. Such services shall include, but not be limited to, those services set forth in Exhibit A, attached to this agreement and made a part of it. The Corporation shall pay the compensation and travel expenses of all such persons, who shall serve without additional compensation from the Fund. The Corporation shall also, at its expense, provide suitable office space (which may be in the office of the Corporation) and utilities; all necessary office equipment; and general purpose accounting forms, supplies, and postage used at the office of the Fund.

 

(b ) The Fund shall pay all its expenses not assumed by the Corporation as provided herein. Such expenses shall include, but shall not be limited to, custodian, stock transfer and dividend disbursing agency fees and expenses; costs of the designing, printing, and mailing of reports, prospectuses, proxy statements, and notices to its shareholders; expenses of shareholders' meetings; taxes; insurance; expenses of the issuance, sale (including stock certificates, registration and qualification expenses), or repurchase of shares of the Fund; legal and auditing expenses; expenses pursuant to the Fund's Plans of Distribution; fees and expense reimbursements paid to directors and advisory board members; association dues; and costs of stationery and forms prepared exclusively for the Fund.

 

 
 

2. The Fund shall pay to the Corporation on or before the tenth (10th) day of each month, as compensation for the services and activities set forth in paragraph 1, rendered by the Corporation during the preceding month, an annual rate of:

 

0.1170% of the first $3 billion of such net assets

0.0550% of the next $5 billion of such net assets

0.0430% of the next $4 billion of such net assets

0.0420% of the next $9 billion of such net assets

0.0400% of the next $23 billion of such net assets

0.0375% of the portion of such net assets in excess of $44 billion.

 

For the purposes hereof, the daily net assets of the Fund shall be determined in accordance with the method set forth in the currently effective registration statement of the Fund.

 

Upon any termination of this agreement on a day other than the last day of the month the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

 

3. The right of the Corporation to receive such compensation, and the obligation of the Fund to pay the same, shall be subject to the following conditions: All ordinary operating expenses of the Fund shall in no event exceed in any fiscal year 1% of the average net assets of the Fund as annually determined. Costs incurred in connection with the purchase or sale of portfolio securities, including brokerage fees and commissions, which are capitalized in accordance with generally accepted accounting principles applicable to investment companies, shall be accounted for as capital items and not as expenses. If all expenses (including compensation to the Corporation) shall in any year exceed 1% of the average net assets, then, to the extent of any excess, the compensation to the Corporation shall be reduced or eliminated (as the case may be), notwithstanding which the Corporation will fully and faithfully perform all services required under the terms hereof. The Board of Trustees of the Fund may in its discretion either withhold a portion of the compensation owed for services if it shall appear to the Board that the total compensation for the year will be subject to year-end diminution, or recoup any excess compensation at year end.

 

4. The expense limitation described in paragraph 3 shall apply only to Class A shares issued by the Fund and shall not apply to any other class(es) of shares the Fund may issue in the future. Any new class(es) of shares issued by the Fund will not be subject to an expense limitation. However, notwithstanding the foregoing, to the extent the Business Manager is required to reduce its management fee pursuant to provisions contained in paragraph 3 due to the expenses of the Class A shares exceeding the stated limit, the reduction in the management fee will reduce the Fund s management fee expense similarly for all other classes of shares of the Fund.

 

5. Nothing contained in this agreement shall be construed to prohibit the Corporation from performing investment advisory, business management, or distribution services for other investment companies and other persons or companies, nor to prohibit affiliates of the Corporation from engaging in such businesses or in other related or unrelated businesses. The Corporation shall have no liability to the Fund, or its shareholders or creditors, for any error of judgment, mistake of law, or for any loss arising out of any investment, or for any other act or omission in the performance of its obligations to the Fund not involving willful misfeasance, bad faith, gross

 
 

negligence or reckless disregard of its obligations and duties hereunder.

 

6. This agreement shall become effective at the Effective Time and continue in effect until the close of business on August 31, 2013. It may thereafter be renewed from year to year by mutual consent, provided that such renewal shall be specifically approved at least annually (a) by the Trustees of the Fund, or by the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, and (b) by a majority of the Trustees who are not parties to the agreement nor interested persons (as that term is defined in the 1940 Act) of any such party, by vote cast in person at a meeting called for the purpose of voting on such continuance.

 

7. This agreement may be terminated at any time, without payment of any penalty, by the Board of Trustees or by the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, on sixty (60) days' written notice to the Corporation, or by the Corporation on like notice to the Fund. This agreement shall automatically terminate in the event of its assignment (as defined in the 1940 Act).

 

8. This agreement may be amended, supplemented, or extended by the parties hereto at any time.

 

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate original by their officers thereunto duly authorized as of the day and year first written above.

 

Attest: WASHINGTON MUTUAL INVESTORS FUND
   
/s/ Jennifer L. Butler By: /s/ Jeffrey L. Steele
  Name: Jeffrey L. Steele
  Title: President
   
Attest: WASHINGTON MANAGEMENT CORPORATION
   
/s/ D. L. Lima By: /s/ John H. Phelan, Jr .
D.L. Lima Name: John H. Phelan, Jr.
  Title: President
 
 

EXHIBIT A

 

TO

 

BUSINESS MANAGEMENT AGREEMENT

 

SERVICES TO BE PERFORMED BY

WASHINGTON MANAGEMENT CORPORATION (“WMC”)

PURSUANT TO SECTION 1

 

 

 

 

1. Provide individuals that serve as officers and interested directors of the Fund.

 

2. Furnish and compensate all persons required to perform WMC’s duties under the Business Management Agreement.

 

3. In conjunction with the Fund’s Independent Board Chair, arrange and coordinate all Board and Committee Meetings. Prepare and distribute meeting schedules and maintain lists of regular agenda items for Board and Committee Meetings. Maintain a schedule of Board and Committee Meeting duties and requirements, including matters requiring Board action. Schedule includes annual action items such as action required for renewal of business management agreement, investment adviser agreement, 12b-1 plans, principal underwriting agreement, shareholder servicing agreements and regulatory filings.

 

4. Prepare, collect and distribute, in conjunction with all service providers, Board and Committee Meeting materials and periodic and special reports to the Board in advance of meetings.

 

5. Attend Board and Committee Meetings and draft Board and Committee Meeting minutes. Distribute minutes for review and prepare final form of minutes.

 

6. Assist the Board in developing Fund policies and procedures.

 

7. Establish procedures to assist the Board of Trustees with their oversight duties (including fund governance, contracts, accountant selection, insurance, net asset valuation, trustee independence, audit committee financial expert, chief compliance officer and interfund transactions).

 

8. Assist in Board members’ on-going education. Provide new Board member orientation, and regularly inform the Board of industry and regulatory developments. Carry out instructions of the Board with respect to policy decisions.

 

9. Assist the Board with approval of key service provider agreements. Assist the Governance Committee in obtaining data for evaluation purposes.

 

 
 
10. Assist the Board in review and approval of WMC, the investment adviser, principal underwriter and Fund compliance programs.

 

11. Collect and analyze comparative statistical data on investment results, operating expenses and growth of the Fund, sales and redemptions of the Fund’s shares, and prepare and submit the following reports on such data to the Board of Trustees:

 

a. Brokerage commissions paid to securities dealers for transactions in portfolio securities of the Fund,
b. Sales of the Fund shares by securities dealers,
c. Comparative investment results and
d. Net sales and redemptions of Fund shares.

 

12. Assist Board members in maintaining their status as independent directors. Prepare, provide and review annual trustee and advisory board member questionnaires.

 

13. Monitor the number of Trustees that have been elected by shareholders and the percentage of the Board that is independent by maintaining a schedule and periodically reviewing the ratio of Trustees elected by shareholders and the ratio of those that are independent.

 

14. Assist the Board of Trustees in overseeing the development and operation of share class-based services to shareholders.

 

15. Assist the Board and the Committee on Proxy Voting Procedures (the “Proxy Committee”) in developing, monitoring and updating proxy voting policies and procedures. Coordinate the voting of all proxies of the portfolio companies held by the Fund. Provide the personnel to support the Fund in voting all proxies in accordance with the Board’s policies. Execute the voting of proxies, maintain paper copy of proxy materials and voting record. Prepare monthly voting report, which is reviewed by Fund officers. Advise the Fund’s Board of any significant controversies relating to proxy votes. Schedule meetings of the Proxy Committee. Provide the Board with an annual report setting out the voting record of proxies.

 

16. Provide copies of Securities and Exchange Commission (“SEC”) filings to Board members.

 

17. Assist in making travel arrangements for Trustees and officers attending out-of-town meetings.

 

18. Assist the Board in designating an Audit Committee Financial Expert.

 

19. Assist the Board in designating a Fund Chief Compliance Officer.

 

20. Provide financial and certain other reports to the Trustees.

 

21. Provide support to the Fund’s Independent Board Chairman.
 
 

 

22. Maintain or provide for the maintenance of certain Fund records, including corporate, tax and accounting records; SEC filings; tax filings; Board and Committee Meeting materials and minutes; code of ethics; Fund agreements; Fund procedures; documents concerning fidelity bond and D&O/E&O insurance; declaration of trust and by-laws. Periodically review files to verify completeness.

 

23. Prepare or arrange for the preparation of all corporate filings and tax returns.

 

24. Monitor the daily financial position of the Fund.

 

25. Perform or arrange for the performance of fund accounting services other than the calculation of daily net asset value which is calculated by the investment adviser.

 

26. Assist in coordinating and facilitating the annual audit of the Fund’s financial statements with the independent registered public accountant for the Fund.

 

27. Create and design annual and semi-annual shareholder reports. Plan, prepare and arrange for the printing and timely distribution of the reports to shareholders.

 

28. Monitor services provided by the custodian of the Fund’s investment assets and cash balances. Review and/or negotiate fees for the services of the custodian.

 

29. Coordinate and maintain continuous liaison with officers and personnel of the custodian, Fund counsel and independent registered public accountant.

 

30. Oversee state registration of Fund shares, including oversight of the blue sky service provider. Review filings and authorize payments in connection with state registration requirements. Maintain a record of geographical distribution of sales of Fund shares in connection with state registration requirements.

 

31. Consult with Fund counsel and accountants on current legal, accounting and tax matters.

 

32. Assist with disbursement of all dividends and capital gain distributions.

 

33. Oversee proxy solicitations, including preparation of the proxy statement, related SEC filings and printing and distribution of Notices of Meetings of Shareholders, proxy statements and proxy cards. Coordinate review of the proxy statement by Fund officers, Trustees, Fund counsel and independent registered public accountant. Coordinate and conduct shareholder meetings, including attending the meetings and preparing the minutes.

 

34. Make Board-authorized transfers to the Fund's operating account from its custody account.

 

 
 
35. Pay all Fund expenses from the Fund's operating account. Maintain a record of and monitor all Fund expenditures. Provide Board with regular reports setting out Fund expenses.

 

36. Reconcile Fund’s operating account statement each month.

 

37. Review and analyze Fund expense ratios and consider changes in accrual rates.

 

38. Maintain filing schedule for all required Fund filings.

 

39. Prepare and file necessary amendments to the Fund’s Registration Statement on Form N-1A, including that required for the renewal of and updates to the Fund prospectuses. Coordinate review by Fund service providers, including relevant business areas, Fund counsel and independent registered public accountant. Prepare and file supplements to the prospectus with the SEC.

 

40. Prepare and file the N-SAR semi-annual report of the Fund with the SEC. N-SAR responses are generated from multiple sources and reviewed by multiple Fund officers.

 

41. Develop and maintain disclosure controls and procedures in compliance with N-CSR and N-Q requirements. An Exception Review Group and the Sarbanes-Oxley Oversight Committee meet in connection with the filing of Form N-CSR and Form N-Q and as otherwise appropriate. The Sarbanes-Oxley Oversight Committee ensures that any material weakness or fraud, of which it is aware, is reported directly to the Fund’s Audit Committee and independent registered public accountant.

 

42. Prepare and file Form N-CSR. Information required to be disclosed in Form N-CSR is gathered and communicated to Fund management, including its PEO and Principal Financial Officer (“PFO”) to allow timely decisions regarding required disclosure.

 

43. Prepare and file Form N-Q.

 

44. Prepare and file Form N-PX, the Fund’s annual proxy voting record.

 

45. Prepare and file Form 24f-2.

 

46. Keep informed with respect to regulatory and industry developments.

 

47. Develop, administer and monitor the Codes of Ethics. Maintain a record of pre-clearance requests and monitor pre-clearance procedures, and receive and review annual reports and confirmation statements.

 

48. Administer and monitor Codes of Conduct for Attorneys.

 

49. Review with Fund counsel compliance with provisions of the Investment Company Act of 1940, as amended.

 

 
 
50. Monitor, review and file applicable tax filings. Monitor tax law changes applicable to registered investment companies. Periodically analyze general ledger to ensure that required distributions for income and excise tax are met. Fund officers review the calculation of distributions and submit the same to the Trustees for approval. Ensure elections and schedules are properly calculated and included with tax returns. Maintain copies of all final schedules. Ensure tax returns (including extensions) are timely filed with federal and state authorities.

 

51. Monitor and report regularly to the Board on the use of Fund assets for payments under Rule 12b-1 Plans of Distribution to assure such expenditures are limited to expenses authorized by the Board of Trustees, and are within overall Plan limits. Review all Plan payments for consistency with the terms of the Plans. Assist Board in the review of materials presented by principal underwriter and Fund counsel to assist Trustees in assessing annual required renewal of each 12b-1 Plan. Review relevant sales literature for consistency with Fund policies and procedures.

 

52. Participate in the development and implementation of the Fund’s privacy policy as required under Regulation S-P. Implement and maintain the privacy policy and periodically remind staff of obligations under the policy.

 

53. Monitor and assist in maintaining the Fund’s procedures related to applicable anti-money laundering requirements and customer identification program.

 

54. Assist Board in developing procedures and recommending changes to Audit Committee Charter to comply with applicable requirements.

 

55. Reconcile month-end custodian account statements with fund accounting records, including security positions. Any discrepancies are noted, researched and resolved.

 

56. Monitor reports and file required items necessary for compliance with Section 17f-2 of the Investment Company Act of 1940.

 

57. Review annual renewal information related to fidelity bond and other insurance policies for the Fund and complete necessary filings with the SEC.

 

58. Receive and review a month-end portfolio pricing report of all Fund assets. Any exceptions are investigated and reconciled.

 

59. Securities without readily available market prices are priced using Board approved valuation procedures. Maintain records of fair valued securities. Prepare Board reports concerning fair valued securities.

 

60. Perform periodic compliance reviews relating to policies and procedures of the Fund, as deemed necessary by WMC.

 

61. Receive and review monthly fund accounting exception reports.

 

 
 
62. Develop and monitor “whistle blower” provision to allow WMC personnel to report possible violations of Fund policies or regulations.

 

63. Coordinate 17a-7 interfund transactions.

 

64. Respond directly and/or in coordination with appropriate service provider to inquiries received directly from shareholders and dealers. Maintain a copy of related correspondence. Make special reports to shareholders, as requested.

 

65. Maintain a disaster recovery program to provide for effective contingent operations as well as communication with key service providers in the event of business location failure.

 

66. Provide information in response to regulatory examinations and provide exam assistance, including serving as the liaison with the examiners during the exam and assisting with preparation of any exam response.

 

67. Prepare and file amendments to the declaration of trust and prepare amendments to the by-laws.

 

68. Administer Trustee compensation.

 

69. Provide and administer Trustee website.

 

70. Perform such other activities, duties and responsibilities as promulgated by rule, regulation or board request.

 

71. Provide office space, secretarial and clerical services, office equipment, supplies and communication facilities.

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We hereby consent to the use in this Registration Statement on Form N-1A of our report dated June 7, 2013, relating to the financial statements and financial highlights of Washington Mutual Investors Fund, which appear in such Registration Statement. We also consent to the references to us under the headings "Financial highlights", "Independent registered public accounting firm" and "Prospectuses and reports to shareholders and proxy statements" in such Registration Statement.

 

 

 

PricewaterhouseCoopers LLP

Los Angeles, California

June 27, 2013

 

 

March 2013

 

 

The Capital Group Companies

  

Code of Ethics

 

The following is the Code of Ethics for the Capital Group Companies, 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 associates.

 

Associates of the Capital Group Companies (Capital) are responsible for maintaining the highest ethical standards when conducting business, regardless of lesser standards that may be followed through business or community custom. In keeping with these standards, all associates must place the interests of fund shareholders and clients first.

 

Capital’s Code of Ethics (Code of Ethics) requires that all associates: (1) act with integrity, competence and in an ethical manner; (2) comply with applicable U.S. federal securities laws, as well as all other applicable laws, rules and regulations; and (3) promptly report violations of the Code of Ethics, as outlined below.

 

As part of the Code of Ethics, Capital has adopted the guidelines and policies below to address certain aspects of Capital’s business. In the absence of specific guidelines and policies on a particular matter, associates must keep in mind and adhere to the requirements of the Code of Ethics set forth above.

 

It is important that all associates comply with the Code of Ethics, including its related guidelines and policies. Failure to do so could result in disciplinary action, including termination.

 

Questions regarding the Code of Ethics may be directed to the Code of Ethics team.

 

Guidelines

 

Protecting sensitive information

 

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. Associates who believe they may have material non-public information should contact a member of the Legal staff. Please see below for a summary of the Insider Trading Policy.

 

Associates are responsible for safeguarding confidential information relating to investment research and fund and client holdings, including analyst research reports, investment meeting discussions/notes, and current fund/client transaction information. Associates should not trade based on Capital’s confidential and proprietary investment information.

 

Other types of information (for example, marketing plans, employment issues and shareholder identities) may also be confidential and should not be shared with individuals outside the company (except those retained to provide services for Capital).

 

 
 

Extravagant or excessive gifts and entertainment

 

Associates should not accept extravagant or excessive gifts or entertainment from persons or companies that conduct business with Capital. Please see below for a summary of the Gifts and Entertainment Policy.

 

No special treatment from broker-dealers

 

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 broker-dealers 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-affiliated funds

 

Associates should not engage in excessive trading of the American Funds or other Capital-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 (for example, 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: (1) boards of Capital companies or funds, or (2) board service that is a direct result of the associate’s responsibilities at Capital, such as for portfolio companies of private equity funds managed by Capital and (3) boards of non-profit and charitable organizations.

 

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 American Funds. This reporting requirement also applies to the associate’s spouse and any immediate family member(s) residing in the same household.

 

Any questions may be directed to the Code of Ethics team.

 

 
 

Other guidelines

 

Statements and disclosures about Capital, including those made to fund shareholders and clients and in regulatory filings, should be accurate and not misleading.

 

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. Questions or issues relating to the Code should be directed to the associate’s manager or the Code of Ethics team.

 

Reporting violations

 

All associates are responsible for complying with the Code of Ethics. As part of that responsibility, associates are obligated to report violations of the Code of Ethics promptly, including: 1) fraud or illegal acts involving any aspect of Capital’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 shareholders or clients. Deviations from controls or procedures that safeguard Capital, including the assets of shareholders and clients, should also be reported. Reported violations of the Code of Ethics will be investigated and appropriate action will be taken. Once a violation has been reported, all associates are required to cooperate with Capital in the internal investigation of any matter by providing honest, truthful and complete information.

 

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.

 

Associates may also contact the Chief Compliance Officers of CGTC, CII, or CRMC, or legal counsel employed with Capital.

 

Capital strictly prohibits retaliation against any associate who in good faith makes a complaint, raises a concern, provides information or otherwise assists in an investigation regarding any conduct that he or she reasonably believes to be in violation of the Code of Ethics. This policy is designed to ensure that associates comply with their obligations to report violations without fear of retaliation.

 

Policies

 

Capital’s policies regarding gifts and entertainment, political contributions, insider trading and personal investing are summarized below.

 

Gifts and Entertainment Policy

 

Under the Gifts and Entertainment Policy, associates may not receive or extend gifts or entertainment that are excessive, repetitive or extravagant, if such gifts or entertainment are due to a third party’s business relationship (or prospective business relationship) with Capital. The Policy is intended to ensure that gifts and entertainment involving associates do not raise questions of propriety regarding Capital’s

 

 
 

 

business relationships or prospective business relationships. Accordingly, for gifts and entertainment involving those who conduct, or may conduct, business with Capital:

 

  · An associate may not accept gifts from (or give gifts to) the same person or entity worth more than $100 (or the local currency equivalent) in a 12-month calendar year period.
  · An associate may not accept or extend entertainment valued at over $500 (or the local currency equivalent) unless a business reason exists for such entertainment and the entertainment is pre-approved by the associate’s manager and the Gifts and Entertainment Committee.

 

Gifts or entertainment extended by a Capital associate and approved by the associate’s manager for reimbursement by Capital do not need to be reported (or precleared). Note: Separate policies regarding extending business gifts or entertainment apply to AFD and CGIIS associates. All 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 relating to gifts and entertainment 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

 

Associates must not allow Capital’s present or anticipated business to be a factor in soliciting political or charitable contributions from outside parties.

 

Gifts and Entertainment Committee

 

The Gifts and Entertainment Committee oversees administration of the Policy. Questions regarding the Gifts and Entertainment Policy may be directed to the staff of the Gifts and Entertainment Committee.

 

Political Contributions Policy

 

Associates must be cautious when engaging in personal political activities, particularly when supporting officials, candidates, or organizations that may be in a position to influence decisions to award business to investment management firms. Associates should not make political contributions to officials or candidates (in any country) for the purpose of influencing the hiring of a Capital Group company as an advisor to a governmental entity.

 

Associates may not use Capital offices or equipment to engage in political fundraising or solicitation activity (for example, hosting a fundraising event at the office or using Capital phones or email systems to help solicit donations for a candidate, political action committee (PAC) or political party). Associates may volunteer their time on behalf of a candidate or political organization, but should limit volunteer activities to non-work hours.

 

For contributions or activities supporting candidates or political organizations within the U.S. , we have adopted the guidelines set forth below, which apply to associates classified as “Restricted Associates.”

 

 
 

 

Guidelines for political contributions and activities within the U.S.

 
U.S. Securities and Exchange Commission regulations limit political contributions to certain Covered Government Officials by employees of investment advisory firms and certain affiliated companies. “Covered Government Official,” for purposes of the Political Contributions Policy, is defined as: 1) a state or local official, 2) a candidate for state or local office, or 3) a federal candidate currently holding state or local office.

 

Many U.S. cities and states have also adopted regulations restricting political contributions by associates of investment management firms seeking to provide services to a governmental entity. Some associates are also subject to these regulations.

 

Restricted Associates

 

Certain Capital associates are deemed Restricted Associates under this policy because their work duties are sufficiently related to Capital’s provision of investment advisory services to U.S. governmental entities either directly or through an investment in one of our funds. Restricted Associates are subject to specific limitations, preclearance, and reporting requirements as described below.

 

Preclearance of political contributions

 

Contributions by Restricted Associates to any of the following must be precleared and certain documentation may be required.

 

 

Note: Contributions to federal political parties do not require preclearance.

 

 

Contributions include:

 

  · Monetary contributions, gifts or loans
  · “In kind” contributions (for example, donations of goods or services or underwriting or hosting fundraisers)
  · Contributions to help pay a debt incurred in connection with an election (including transition or inaugural expenses, purchasing tickets to inaugural events)
  · Contributions to joint fund-raising committees
  · Contributions made by a Political Action Committee (PAC) controlled by a Restricted Associate 1

 

Please contact the staff of the Political Contributions Committee to preclear a contribution.

 

1 “Control” for this purpose includes service as an officer or member of the board (or other governing body) of a PAC.

 

 
 

 

 

Required documentation and other restrictions

 

Restricted Associates must:

 

  · Obtain legal documentation from an appropriate government official (for example, City Attorney or State Attorney General) prior to making any contribution to a Covered Government Official, PAC or Super PAC
  · Not make contributions to state or local political parties
  · Report any political contributions made or certify that they have made no contributions during each calendar quarter
  · Not direct any other person or entity to make a political contribution on their behalf that would otherwise be prohibited by the Political Contributions Policy

 

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 PAC (ICI PAC).

 

Political Contributions Committee

 

The Political Contributions Committee oversees the administration of this Policy, including considering and granting possible exceptions. Questions regarding the Political Contributions Policy may be directed to the Political Contributions Committee staff.

 

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. In addition, trading in fund shares while in possession of material, non-public information that may have an immediate impact on the value of the fund’s shares may constitute insider trading.

 

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 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 lawyer in the organization.

 
 

Personal Investing Policy

 

This policy applies only to “Covered Associates.” Special rules apply to certain associates in some non-US offices.

 

This Personal Investing Policy (Policy) sets forth specific rules regarding personal investments that apply to "covered" associates. These associates may have access to confidential information that places them in a position of special trust. The Code of Ethics requires that associates act with integrity and in an ethical manner and place the interests of fund shareholders and clients first. Associates are reminded that the requirements of the Code of Ethics apply to personal investing activities, even if the matter is not covered by a specific provision of the Policy.

 

The following is only a summary of the Personal Investing Policy.

 

Personal investing should be viewed as a privilege, not a right. As such, the Personal Investing Committee 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 (for example, 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, portfolio specialists, investment specialists, traders, including trading assistants, and investment control, portfolio control and fixed income control associates, including assistants.

 

Questions regarding coverage status should be directed to the staff of the Personal Investing Committee.

 

Prohibited transactions

 

The following transactions are prohibited:

 

  · Initial Public Offering (IPO) investments

Exceptions are rarely granted; however, they will be considered on a case-by-case basis (for example, where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).

  · Short selling of securities subject to preclearance
  · Investments by Investment Professionals in short ETFs except those based on certain broad-based indices
  · Spread betting/contracts for difference (CFD) on securities (allowed only on currencies, commodities, and broad-based indices)
  · Writing puts and calls on securities subject to preclearance

 

 
 

 

Reporting requirements

 

Covered Associates are required to report their securities accounts, holdings and transactions. An electronic reporting platform will be made available for quarterly and annual disclosures.

 

Preclearance of securities transactions

 

Certain transactions may be exempt from preclearance; please refer to the Personal Investing Policy for more details.

 

Before buying or selling securities, including securities that are not publicly traded, Covered Associates must check with the staff of the Personal Investing Committee.

Preclearance requests will be handled during the hours the New York Stock Exchange (NYSE) is open, generally 6:30am to 1:00pm Pacific 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 for Investment Professionals” below). Preclearance requests by Investment Professionals are subject to special review.

 

Additional policies for Investment Professionals

 

Disclosure of personal and professional holdings (cross-holdings)

 

Portfolio counselors/managers, investment analysts, portfolio specialists 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 the Personal Investing Committee and may also be reviewed by various Capital committees.

If disclosure has not already been made to the Personal Investing Committee, 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. This disclosure requirement is consistent with both the CFA Institute standards as well as the ICI Advisory Group Guidelines .

 

In addition, portfolio counselors/managers, investment analysts, portfolio specialists 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 to trades in the same management company with which the associate is

 

 
 

 

affiliated. In addition, in instances where the fund or client accounts are active in fixed income assets, the blackout period will apply across all management companies, regardless of the 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 the Personal Investing Committee to determine the appropriate action, if any. For example, the Personal Investing Committee may recommend the associate be subject to a price adjustment to ensure that he or she has not received a better price than the fund or client account.

 

Ban on short-term trading

 

Investment Professionals are generally prohibited from the purchase and sale or sale and purchase of a security within 60 calendar days. This restriction does not apply to securities that are not subject to preclearance. 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 (for example, UCITS, SICAVs, OEICs, FCPs, Unit Trusts and Publikumsfonds) except those based on certain broad-based indices.

 

Note: Investment Professionals are prohibited from investing in short ETFs based on certain broad-based indices.

 

Penalties for violating the Personal Investing Policy

 

Covered Associates may be subject to penalties for violating the Personal Investing Policy including failing to preclear, report, submit statements and/or failing to submit timely initial, quarterly and annual certification forms. Failure to adhere to the Personal Investing Policy could also result in disciplinary action, including termination.

 

Personal Investing Committee

 

The Personal Investing Committee 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.

 

Questions regarding the Personal Investing Policy may be directed to the staff of the Personal Investing Committee.

 

 

 
 

 

[Logo – American Funds®]

 

 

The 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