SEC
File Nos. 333-74995
811-04692
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. 30
and
Registration Statement
Under
The Investment Company Act of 1940
Amendment No. 61
EMERGING MARKETS GROWTH FUND, INC.
(Exact Name of Registrant as Specified in Charter)
6455 Irvine Center Drive
Irvine, California 92618
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code:
(213) 486-9200
____________________
Courtney R. Taylor, Secretary
Emerging Markets Growth Fund, Inc.
333 South Hope Street
Los Angeles, California 90071-1406
(Name and Address of Agent for Service)
____________________
Copies to:
Michael Glazer
Morgan, Lewis & Bockius LLP
300 South Grand Avenue, 22nd Floor
Los Angeles, California 90071-3132
(Counsel for the Registrant)
Approximate date of proposed public offering:
It is proposed that this filing become effective on September 1, 2017, pursuant to paragraph (b) of Rule 485.
|
Emerging Markets Growth Fund, Inc. SM Prospectus September 1, 2017 |
Class | M | F-3 | R-6 |
EMRGX | EMGEX | REFGX |
Table of contents
Investment objective 1 Fees and expenses of the fund 1 Principal investment strategies 2 Principal risks 3 Investment results 4 Management 5 Purchase and sale of fund shares 5 |
Tax information 5 Investment objective, strategies and risks 6 Management and organization 9 Purchase and sale of fund shares 10 How to sell shares 11 Distributions and taxes 13 Financial highlights 14 |
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 funds investment objective is to seek long-term capital growth.
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. In addition to the fees and expenses described below, you may also be required to pay brokerage commissions on purchases and sales of Class F-3 shares of the fund.
Annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment) | |||
Share class: | M 1 | F-3 | R-6 |
Management fees | 0.74% | 0.74% | 0.74% |
Distribution and/or service (12b-1) fees | none | none | none |
Other expenses | 0.11 | 0.16 2 | 0.16 2 |
Acquired fund fees and expenses | 0.03 | 0.03 | 0.03 |
Total annual fund operating expenses | 0.88 | 0.93 | 0.93 |
1 Class M is the new share class name for the original single share class of the fund. Class M shares may not be purchased or acquired except by shareholders with existing investments in Class M shares as of September 1, 2017.
2 Based on estimated amounts for the current fiscal year.
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 funds operating expenses remain the same. You may be required to pay brokerage commissions on your purchases and sales of Class F-3 shares of the fund, which are not reflected in the example. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Share class: | M | F-3 | R-6 |
1 year | $ 90 | $ 95 | $ 95 |
3 years | 281 | 296 | 296 |
5 years | 488 | 515 | 515 |
10 years | 1,084 | 1,143 | 1,143 |
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 funds investment results. During the most recent fiscal year, the funds portfolio turnover rate was 46% of the average value of its portfolio.
1 Emerging Markets Growth Fund / Prospectus
Principal investment strategies
The fund invests primarily in common stock and other equity securities of issuers in developing countries. Developing countries are also known as emerging markets. In determining whether an issuer is in a developing country, the fund will consider whether the country is generally considered to be a developing country by the international financial community, where the issuer is domiciled, the location of the issuers principal place of business and/or whether the issuer has substantial assets, or derives significant revenues or profits from developing countries. Equity securities are securities that exhibit ownership characteristics, including common and preferred stock, securities convertible into common and preferred stock and depository receipts representing ownership in common and preferred stock. Under normal market conditions, the fund invests at least 80% of its net assets in developing country securities. These securities are discussed more fully under Investment objective, strategies and risks.
The investment adviser uses a system of multiple portfolio managers in managing the funds 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 funds 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 research, 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.
Emerging Markets Growth Fund / Prospectus 2
Principal risks This section describes the principal risks associated with the funds 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 sometimes rapidly or unpredictably due to various factors, including events or conditions affecting the general economy or particular industries; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency exchange rate, interest rate and commodity price fluctuations.
Issuer risks The prices of, and the income generated by, securities held by the fund may decline in response to various factors directly related to the issuers of such securities, including reduced demand for an issuers goods or services, poor management performance and strategic initiatives such as mergers, acquisitions or dispositions and the market response to any such initiatives.
Investing in growth-oriented stocks Growth-oriented common stocks and other equity-type securities (such as preferred stocks, convertible preferred stocks and convertible bonds) may involve larger price swings and greater potential for loss than other types of investments. These risks may be even greater in the case of smaller capitalization stocks.
Investing outside the United States Securities of issuers domiciled outside the United States, or with significant operations or revenues outside the United States, may lose value because of adverse political, social, economic or market developments (including social instability, regional conflicts, terrorism and war) in the countries or regions in which the issuers operate or generate revenue. These securities may also lose value due to changes in foreign currency exchange rates against the U.S. dollar and/or currencies of other countries. Issuers of these securities may be more susceptible to actions of foreign governments, such as the imposition of price controls or punitive taxes, that could adversely impact the value of these securities. Securities markets in certain countries may be more volatile and/or less liquid than those in the United States. Investments outside the United States may also be subject to different accounting practices and different regulatory, legal and reporting standards and practices, and may be more difficult to value, than those in the United States. In addition, the value of investments outside the United States may be reduced by foreign taxes, including foreign withholding taxes on interest and dividends. Further, there may be increased risks of delayed settlement of securities purchased or sold by the fund. The risks of investing outside the United States may be heightened in connection with investments in developing countries.
Investing in developing countries Investing in countries with developing economies and/or markets may involve risks in addition to and greater than those generally associated with investing in the securities markets of developed countries. For instance, developing countries may have less developed legal and accounting systems than those in developed countries. The governments of these countries may be less stable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, and/or impose punitive taxes that could adversely affect the prices of securities. In addition, the economies of these countries may be dependent on relatively few industries that are more susceptible to local and global changes. Securities markets in these countries can also be relatively small and have substantially lower trading volumes. As a result, securities issued in these countries may be more volatile and less liquid, and may be more difficult to value, than securities issued in countries with more developed economies and/or markets. Less certainty with respect to security valuations may lead to additional challenges and risks in calculating the funds net asset value. Additionally, there may be increased settlement risks for transactions in local securities.
Investing in small companies Investing in smaller companies may pose additional risks. For example, it is often more difficult to value or dispose of small company stocks and more difficult to obtain information about smaller companies than about larger companies. Furthermore, smaller companies often have limited product lines, operating histories, markets and/or financial resources, may be dependent on one or a few key persons for management, and can be more susceptible to losses. Moreover, the prices of their stocks may be more volatile than stocks of larger, more established companies.
Management The investment adviser to the fund actively manages the funds 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.
3 Emerging Markets Growth Fund / Prospectus
Investment results
The following bar chart shows how the funds investment results have varied from year to year, and the following table shows how the funds average annual total returns for various periods compare with the MSCI Emerging Markets Index (linked index), a broad measure of market results. This information provides some indication of the risks of investing in the fund. Past results (before and after taxes) are not predictive of future results. Updated information on the funds investment results can be obtained by visiting thecapitalgroup.com/us/emgfinfo.
Index | 1 year | 5 years | 10 years |
Lifetime
(from Class M inception) |
MSCI Emerging Markets Index (linked index) (reflects no deductions for expenses or U.S. federal income taxes) | 9.90% | 1.54% | 2.04% | 9.92% |
Annual total returns reflect investment in the original share class of the fund, now known as Class M. Class F-3 and Class R-6 shares began investment operations on September 1, 2017. Because the shares are invested in the same portfolio of securities, the annual returns for Class F-3 and R-6 shares would differ from the annual returns for Class M shares only due to different expenses.
After-tax returns are shown only for Class M shares, the original share class of the fund; after-tax returns for other share classes will vary. After-tax returns applicable to U.S. taxable investors 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 or individual retirement account (IRA).
Emerging Markets Growth Fund / Prospectus 4
Management
Investment adviser Capital International, Inc.
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 or affiliate |
Victor D. Kohn President | 23 years | Partner Capital International Investors |
Shaw B. Wagener Senior Vice President | 27 years | Partner Capital International Investors |
F. Chapman Taylor Vice President | 1 year | Partner Capital International Investors |
Ricardo V. Torres | 4 years | Partner Capital International Investors |
Purchase and sale of fund shares
The fund is generally available to certain institutional investors, retirement plans and high net worth investors. The minimum amount to establish an account held directly with the funds transfer agent is $1 million. For all other accounts, the minimum amount to establish an account is $250.
You may sell (redeem) shares on any business day by writing via mail or overnight delivery to Capital International, Inc., Attn: Holly Bower, 400 South Hope Street, 21 st Floor, Los Angeles, California, 90071-2801. You may also send your requests via email to EMGF_Shareholder_Relations@capgroup.com , or via fax to Capital International, Inc., Attn: Holly Bower at (310) 996-6511.
Shares held through intermediaries such as dealers or financial advisors must be sold through those intermediaries.
Please contact your plan administrator or recordkeeper to sell (redeem) shares from your retirement plan.
Please call (800) 421-4989 if you have any questions.
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.
5 Emerging Markets Growth Fund / Prospectus
Investment objective, strategies and risks
The funds investment objective is to seek long-term capital growth. While it has no present intention to do so, the funds board may change the funds investment objective without shareholder approval upon 60 days written notice to shareholders. The fund invests primarily in common stock and other equity securities of issuers in developing countries. Developing countries are also known as emerging markets. Equity securities are securities that exhibit ownership characteristics, including common and preferred stock, securities convertible into common and preferred stock and depository receipts representing ownership in common and preferred stock. Under normal market conditions, the fund invests at least 80% of its net assets in developing country securities as discussed below (developing country securities). This policy is subject to change only upon 60 days notice to shareholders. Developing country securities will consist of:
· securities of issuers in developing countries that have been designated for investment by the funds investment adviser (Qualified Markets). These securities may include Global Depositary Receipts, American Depositary Receipts or other types of depositary receipts and may be listed or traded outside the issuer's domicile country;
· securities of issuers that are not in developing countries, but that have at least 75% of their assets in developing countries, or derive or expect to derive at least 75% of their total revenue or profit from goods or services produced in or sales made in developing countries;
· securities of issuers that are not in developing countries, but that have or will have substantial assets (between 50% and 75%) in developing countries, or derive or expect to derive a substantial proportion (between 50% and 75%) of their total revenue or profit from goods or services produced in or sales made in developing countries; provided, however, that no more than 15% of the funds net assets will consist of the securities of issuers that fall into this category;
· securities of issuers in a developing country that is not a Qualified Market; provided, however, that no more than 10% of the funds net assets will consist of the securities of issuers that fall into this category; and
· fixed-income securities of developing country governments and corporations provided, however, that no more than 15% of the funds net assets will consist of fixed-income securities that fall into this category.
The following countries are currently designated Qualified Markets:
· Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hong Kong, Hungary, India, Indonesia, Jordan, Kazakhstan, Malaysia, Mexico, Morocco, Pakistan, Peru, the Philippines, Poland, Qatar, Russia, Saudi Arabia, South Africa, South Korea, Sri Lanka, Taiwan, Thailand, Turkey, United Arab Emirates, and Venezuela.
In determining which markets to designate for investment, the investment adviser will take into account such considerations as market liquidity, the availability of information about the market, and the impact of applicable government regulation, including fiscal and foreign exchange repatriation rules.
Consistent with the funds objective, it may use derivative instruments. Derivatives may be used to, among other things, manage foreign currency exposure, provide liquidity, obtain exposure not otherwise available, manage risk and implement investment strategies in a more efficient manner. Derivatives will not be used, however, to leverage the fund above its total net assets. Certain derivatives, repurchase transactions and reverse repurchase transactions may be collateralized and additional cash may be held for these purposes.
Emerging Markets Growth Fund / Prospectus 6
The fund may also hold cash, money market instruments and fixed-income securities, including commercial paper and short-term securities, or freely convertible currencies. The percentage of the fund invested in such holdings varies and depends on various factors, including market conditions and purchases and redemptions of fund shares. For temporary defensive purposes, the fund may invest without limitation in such instruments. The investment adviser may determine that it is appropriate to invest substantially in such instruments in response to certain circumstances, such as periods of market turmoil. During such periods, the fund may not achieve its investment objective. A larger percentage of such holdings could moderate the funds investment results in a period of rising market prices. Alternatively, a larger percentage of such holdings could reduce the magnitude of the funds loss in a period of falling market prices and provide liquidity to make additional investments or to meet redemptions.
The following are principal risks associated with the funds investment strategies.
Market conditions The prices of, and the income generated by, the common stocks and other securities held by the fund may decline sometimes rapidly or unpredictably due to various factors, including events or conditions affecting the general economy or particular industries; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency exchange rate, interest rate and commodity price fluctuations.
Issuer risks The prices of, and the income generated by, securities held by the fund may decline in response to various factors directly related to the issuers of such securities, including reduced demand for an issuers goods or services, poor management performance and strategic initiatives such as mergers, acquisitions or dispositions and the market response to any such initiatives.
Investing in growth-oriented stocks Growth-oriented common stocks and other equity-type securities (such as preferred stocks, convertible preferred stocks and convertible bonds) may involve larger price swings and greater potential for loss than other types of investments. These risks may be even greater in the case of smaller capitalization stocks.
Investing outside the United States Securities of issuers domiciled outside the United States, or with significant operations or revenues outside the United States, may lose value because of adverse political, social, economic or market developments (including social instability, regional conflicts, terrorism and war) in the countries or regions in which the issuers operate or generate revenue. These securities may also lose value due to changes in foreign currency exchange rates against the U.S. dollar and/or currencies of other countries. Issuers of these securities may be more susceptible to actions of foreign governments, such as the imposition of price controls or punitive taxes, that could adversely impact the value of these securities. Securities markets in certain countries may be more volatile and/or less liquid than those in the United States. Investments outside the United States may also be subject to different accounting practices and different regulatory, legal and reporting standards and practices, and may be more difficult to value, than those in the United States. In addition, the value of investments outside the United States may be reduced by foreign taxes, including foreign withholding taxes on interest and dividends. Further, there may be increased risks of delayed settlement of securities purchased or sold by the fund. The risks of investing outside the United States may be heightened in connection with investments in developing countries.
7 Emerging Markets Growth Fund / Prospectus
Investing in developing countries Investing in countries with developing economies and/or markets may involve risks in addition to and greater than those generally associated with investing in the securities markets of developed countries. For instance, developing countries may have less developed legal and accounting systems than those in developed countries. The governments of these countries may be less stable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, and/or impose punitive taxes that could adversely affect the prices of securities. In addition, the economies of these countries may be dependent on relatively few industries that are more susceptible to local and global changes. Securities markets in these countries can also be relatively small and have substantially lower trading volumes. As a result, securities issued in these countries may be more volatile and less liquid, and may be more difficult to value, than securities issued in countries with more developed economies and/or markets. Less certainty with respect to security valuations may lead to additional challenges and risks in calculating the funds net asset value. Additionally, there may be increased settlement risks for transactions in local securities.
Investing in small companies Investing in smaller companies may pose additional risks. For example, it is often more difficult to value or dispose of small company stocks and more difficult to obtain information about smaller companies than about larger companies. Furthermore, smaller companies often have limited product lines, operating histories, markets and/or financial resources, may be dependent on one or a few key persons for management, and can be more susceptible to losses. Moreover, the prices of their stocks may be more volatile than stocks of larger, more established companies.
Management The investment adviser to the fund actively manages the funds 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.
The following are certain additional risks associated with the funds investment strategies.
Investing in derivatives The use of derivatives involves a variety of risks, which may be different from, or greater than, the risks associated with investing in traditional cash securities, such as stocks and bonds. Changes in the value of a derivative may not correlate perfectly with, and may be more sensitive to market events than, the underlying asset, rate or index, and a derivative instrument may expose the fund to losses in excess of its initial investment. Derivatives may be difficult for the fund to buy or sell at an opportune time or price and may be difficult to terminate or otherwise offset. The funds use of derivatives may result in losses to the fund, and investing in derivatives may reduce the funds returns and increase the funds price volatility. The funds counterparty to a derivative transaction (including, if applicable, the funds clearing broker, the derivatives exchange or the clearinghouse) may be unable or unwilling to honor its financial obligations in respect of the transaction. A description of the derivative instruments in which the fund may invest and the various risks associated with those derivatives is included in the funds statement of additional information under Description of certain securities, investment techniques and risks.
Exposure to country, region, industry or sector Subject to the funds investment limitations, the fund may have significant exposure to a particular country, region, industry or sector. Such exposure may cause the fund to be more impacted by risks relating to the country, region, industry or sector than a fund without such levels of exposure. For example, if the fund has significant exposure in a particular country, then social, economic, regulatory or other issues that negatively affect that country may have a greater impact on the fund than on a fund that is more geographically diversified.
Liquidity risk Certain fund holdings may be deemed to be less liquid or illiquid because they cannot be readily sold without significantly impacting the value of the holdings. Liquidity risk may result from the lack of an active market for a holding, legal or contractual restrictions on resale, or the reduced number and capacity of market participants to make a market in such holding. Market prices for less liquid or illiquid holdings may be volatile, and reduced liquidity may have an adverse impact on the market price of such holdings. Additionally, the sale of less liquid or illiquid holdings may involve substantial delays (including delays in settlement) and additional costs and the fund may be unable to sell such holdings when necessary to meet its liquidity needs.
In addition to the principal investment strategies described above, the fund has other investment practices that are described in the statement of additional information, which includes a description of other risks related to the funds principal investment strategies and other investment practices. The funds investment results will depend on the ability of the funds investment adviser to navigate the risks discussed above as well as those described in the statement of additional information.
Fund comparative index The investment results table in this prospectus shows how the funds average annual total returns for various periods compare with the MSCI Emerging Markets Index (linked index), a broad measure of market results for investment companies that invest in developing markets. Returns for the MSCI Emerging Markets Index (linked index) were calculated using the International Finance Corporation (IFC) Global Composite Index from May 30, 1986, to December 31, 1987, the MSCI Emerging Markets Index with dividends gross of withholding taxes from January 1, 1988, to December 31, 2000, the MSCI Emerging Markets Index with dividends net of withholding taxes from January 1, 2001 to November 30, 2007, and the MSCI Emerging Markets Investable Markets Index with dividends net of withholding taxes thereafter. The index is unmanaged, and results include reinvested dividends and/or distributions but do not reflect the effect of commissions, expenses or U.S. federal income taxes.
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.
Emerging Markets Growth Fund / Prospectus 8
Management and organization
Investment adviser Capital International, Inc., is part of an experienced investment management organization founded in 1931, and serves as the investment adviser to the fund. Capital International, Inc. is a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at 11100 Santa Monica Boulevard, 15th Floor, Los Angeles, California 90025-3384, 333 South Hope Street, Los Angeles, California 90071-1406, 400 South Hope Street, Los Angeles, California 90071-2801, and 6455 Irvine Center Drive, Irvine, California, 92618. The investment adviser makes investment decisions and supervises the acquisition and disposition of securities by the fund, provides information to the funds board of directors to assist the board in identifying and selecting Qualified Markets and manages the business affairs of the fund. The total management fee paid by the fund to its investment adviser for the most recent fiscal year, as a percentage of average net assets, appears in the Annual Fund Operating Expenses table under Fees and expenses of the fund. Please see the statement of additional information for further details. A discussion regarding the basis for approval of the funds Investment Advisory and Service Agreement by the funds board of directors is contained in the funds annual report to shareholders for the fiscal year ended June 30, 2017.
The investment adviser and its affiliates manage equity assets through three equity investment groups and fixed-income assets through a fixed-income investment group, Capital Fixed Income Investors. The three equity investment groups Capital World Investors, Capital Research Global Investors and Capital International Investors make investment decisions independently of one another. Investment professionals within Capital International Investors manage the assets of the fund.
Portfolio holdings A description of the funds policies and procedures regarding disclosure of information about its portfolio holdings is available in the statement of additional information.
The Capital System SM Capital International, Inc. uses a system of multiple portfolio managers in managing 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. In addition, investment analysts may make investment decisions with respect to a portion of the funds portfolio. Investment decisions are subject to the funds investment objective(s), policies and restrictions as well as the oversight of the investment advisers investment committee. The table below shows the investment experience and role in management of the fund's portfolio for each of the funds primary portfolio managers.
Portfolio manager |
Investment experience | Experience in this fund | Role in management of the fund |
Victor D. Kohn |
Investment
professional for 32 years in total;
31 years with Capital International, Inc. or an affiliate |
23
years
(plus 8 years of prior experience as an investment analyst for the fund) |
Serves as a portfolio manager |
Shaw B. Wagener | Investment professional for 36 years, all with Capital International, Inc. or an affiliate | 27 years | Serves as a portfolio manager |
F. Chapman Taylor |
Investment
professional for 27 years in total;
23 years with Capital International, Inc. or an affiliate |
1
year
(plus 22 years of prior experience as an investment analyst for the fund) |
Serves as a portfolio manager |
Ricardo V. Torres | Investment professional for 25 years, all with Capital International, Inc. or an affiliate |
4
years
(plus 15 years of prior experience as an investment analyst for the fund) |
Serves as a 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.
9 Emerging Markets Growth Fund / Prospectus
Purchase and sale of fund shares
The funds investment adviser and/or its transfer agent, on behalf of the fund and American Funds Distributors, ® the funds 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 persons identity. If you do not provide the information, the investment adviser may not be able to open your account. If the investment adviser or 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.
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 funds 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 prices unless the investment adviser determines that a fair value adjustment is appropriate due to subsequent events.
Equity securities are valued primarily on the basis of market quotations, and debt securities are valued primarily on the basis of prices from third-party pricing services. The fund has adopted procedures for making fair value determinations if market quotations or prices from third-party pricing services, as applicable, are not readily available or are not considered reliable. For example, if events occur between the close of markets outside the United States and the close of regular trading on the New York Stock Exchange that, in the opinion of the investment adviser, materially affect the value of any of the funds equity securities that trade principally in those international markets, those securities will be valued in accordance with fair value procedures. Similarly, fair value procedures may be employed if an issuer defaults on its debt securities and there is no market for its securities. Use of these procedures is intended to result in more appropriate net asset values and, where applicable, to reduce potential arbitrage opportunities otherwise available to short-term investors.
Because the fund may hold securities that are listed primarily on foreign exchanges that trade on weekends or days when the fund does not price its shares, the values of securities held in the fund may change on days when you will not be able to purchase or redeem fund shares.
Your shares will be purchased at the net asset value or sold at the net asset value next determined after the fund receives your request, provided that the minimum initial purchase requirement is met and that your request contains all information and legal documentation necessary to process the transaction.
Purchase of shares Shares are generally available to certain institutional investors, retirement plans and high net worth investors.
There are no sales or distribution charges paid to the investment adviser for purchasing shares of the fund.
The fund may suspend the sale of shares from time to time, as determined by the board of directors, and reserves the right to reject any purchase order for any reason.
At the sole discretion of the investment adviser, investors may purchase shares of the fund with securities that are determined by the investment adviser to be appropriate for the funds investment portfolio, subject to procedures approved by the board of directors of the fund.
Purchase of Class M shares Class M shares may not be purchased or acquired, except by shareholders with existing investments in Class M shares on September 1, 2017. Such legacy Class M shareholders may continue to hold such shares and may also purchase additional Class M shares. If you are a Class M shareholder on September 1, 2017, you may purchase additional Class M shares by submitting a written request to the fund.
Purchase of Class F-3 shares Class F-3 shares are available to institutional investors, including, but not limited to, charitable organizations, governmental institutions and corporations. Institutional investors wishing to establish a new account should call the fund at (800) 421-4989 to obtain instructions on how to establish a new account and purchase shares.
Other investors may generally open an account and purchase Class F-3 shares only through fee-based programs of investment dealers that have special agreements with the funds distributor, through financial intermediaries that have been approved by, and that have special agreements with, the funds distributor to offer Class F-3 shares to self-directed investment brokerage accounts that may charge a transaction fee, through certain registered investment advisors and through other intermediaries approved by the funds 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.
Class F-3 shares may also be available on brokerage platforms of firms that have agreements with the funds distributor to offer such shares solely when acting as an agent for the investor. An investor transacting in Class F-3 shares in these programs may be required to pay a commission and/or other forms of compensation to the broker.
Class F-3 Shares may be made available to other persons if the investment adviser determines it is appropriate.
Purchase of Class R-6 shares Class R-6 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-6 shares also are generally available only to retirement plans for which plan level or omnibus accounts are held on the books of the fund. Class R-6 shares are generally available only to fee-based programs or through retirement plan intermediaries. In addition, Class R-6 shares are available for investment by other registered investment companies approved by the funds investment adviser or distributor. Class R-6 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.
Emerging Markets Growth Fund / Prospectus 10
Purchases by employer-sponsored retirement plans Eligible retirement plans may open an account and purchase Class R-6 shares by contacting an investment dealer (who may impose transaction charges in addition to those described in this prospectus) authorized to sell these classes of the funds shares. Class R-6 shares may not be available through certain investment dealers. Eligible retirement plans may also contact the fund at (800) 421-4989 to obtain instructions on how to establish a new account. Additional shares may be purchased through a plans administrator or recordkeeper.
Purchase minimum The purchase minimums described in this prospectus may be waived in certain cases.
How to sell shares
You may sell (redeem) shares on any business day that the fund calculates its net asset value per share (NAV). The sale of shares will occur at the next determined NAV after your request is received, provided that your request contains all information and legal documentation necessary to process the transaction.
A sell request must be received prior to the close of the New York Stock Exchange (NYSE), generally 4 p.m. New York time, to obtain that days closing NAV. Redemption requests received after the close of the NYSE will be treated as though received on the next business day.
You may sell (redeem) shares in the following ways:
Employer-sponsored retirement plans
Shares held in eligible retirement plans may be sold through the plans administrator or recordkeeper.
Through your dealer or financial advisor (certain charges may apply)
· Shares held for you in your dealers name must be sold through the dealer.
· Generally, Class F-3 shares held through intermediaries such as dealers or financial advisors must be sold through those intermediaries.
Writing to Capital International, Inc. Your redemption request must be signed by the shareholder(s) of record. In addition, the fund may require a signature guarantee (i) if the redemption requested exceeds $125,000, (ii) you request that the redemption proceeds be sent to a person or entity other than the shareholder of record, (iii) you request that the redemption proceeds be sent to an address other than the address of record, or (iv) you request payment be sent to an address of record that has been changed within the preceding 10 days. The signature guarantee requirement may be waived if the investment adviser determines it is appropriate. In addition to the situations described above, the investment adviser, the fund and/or the transfer agent reserve the right to require a signature guarantee in other instances based on the circumstances relative to the particular situation. Additional documentation may be required for redemption of shares held in corporate partnerships or fiduciary accounts or from accounts with executors, trustees, administrators or guardians.
Payment of redemption proceeds The fund typically expects to pay redemption proceeds one business day following the receipt and acceptance of a redemption order. However, payment may take longer than one business day and may take up to seven days as generally permitted by the Investment Company Act of 1940, as amended (the 1940 Act), in particular for large redemptions received without notice or during unusual market conditions. Under the 1940 Act, the fund may be permitted to pay redemption proceeds beyond seven days under certain limited circumstances. The fund may pay redemption proceeds for redemption orders received on the same day at different times for different shareholders. In addition, if you recently purchased shares and subsequently request a redemption of those shares, the fund will pay redemption proceeds once a sufficient period of time has passed to reasonably ensure that checks or drafts, including certified or cashiers checks, for the shares purchased have cleared (normally 10 business days from the purchase date).
Under normal conditions, the fund typically expects to meet shareholder redemptions by monitoring the funds portfolio and redemption activities and by regularly holding a reserve of highly liquid assets, such as cash or cash equivalents. The fund may use additional methods to meet shareholder redemptions, if they become necessary. These methods may include, but are not limited to, the sale of portfolio assets, the use of overdraft protection afforded by the funds custodian bank, borrowing from a line of credit or from other funds advised by the investment adviser or its affiliates, and making payment with fund securities or other fund assets rather than in cash (as further discussed in the following paragraph).
Although payment of redemption proceeds will normally be in cash, the investment adviser, in its sole discretion, reserves the right to pay the redemption price in whole or in part with portfolio securities or other fund assets pursuant to procedures adopted by the funds board of directors. On the same redemption date, some shareholders may be paid in whole or in part with in securities (which may differ among shareholders) and some shareholders may be paid in cash. The disposal of the securities received in-kind may be subject to brokerage costs and until sold such securities remain at market risk and liquidity risk, including the risk that such securities are or become difficult to sell. The fund may use illiquid securities to redeem in-kind and you bear the risk of not being able to sell such illiquid securities.
11 Emerging Markets Growth Fund / Prospectus
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 funds 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 have determined could involve actual or potential harm to the fund, may be rejected.
The funds board of directors has adopted policies and procedures designed to detect and prevent frequent trading in fund shares. Under these procedures, the fund maintains surveillance procedures that are designed to detect frequent trading in fund shares and evaluates trading activity that may be indicative of frequent trading. For example, transactions in fund shares that exceed certain monetary thresholds may be scrutinized. The fund 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 funds broad ability to restrict potentially harmful trading as described above, the funds board of directors has adopted a purchase blocking policy under which any shareholder redeeming shares having a value of $5,000 or more from the fund will be precluded from investing in the fund for 30 calendar days after the redemption transaction. This policy also applies to redemptions and purchases that are part of exchange transactions. Under the funds 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;
· purchases and redemptions by investment companies managed or sponsored by the funds investment adviser or its affiliates, including reallocations and transactions due to shareholder purchases and redemptions in the investment company;
· retirement plan contributions, loans and distributions (including hardship withdrawals) identified as such on the retirement plan recordkeepers system;
· purchase transactions involving in-kind transfers of shares of the fund, rollovers, Roth IRA conversions and IRA recharacterizations, if the entity maintaining the shareholder account is able to identify the transaction as one of these types of transactions; and
· systematic redemptions and purchases, if 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 if the fund or American Funds Service Company determines that its surveillance procedures are adequate to detect frequent trading in fund shares in such accounts.
The fund or American Funds Service Company will work with certain intermediaries (such as retirement plan recordkeepers) to apply their own procedures, provided that the fund believes the intermediarys 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 the fund or 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 owners transactions or restrict the account owners trading. If the fund or American Funds Service Company is not satisfied that the intermediary has taken appropriate action, the fund or American Funds Service Company may terminate the intermediarys ability to transact in fund shares.
There is no guarantee that all instances of frequent trading in fund shares will be prevented.
Notwithstanding the funds surveillance procedures and purchase blocking policy described above, all transactions in fund shares remain subject to the right of the fund, its investment adviser, 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 other potentially abusive trading activity in the fund may be addressed.
Emerging Markets Growth Fund / Prospectus 12
Distributions and taxes
Dividends and distributions The fund intends to distribute dividends and net realized capital gains, if any, to you annually, usually 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 the fund or you may elect to receive them in cash. Dividend and capital gain distributions for retirement plan shareholders will be reinvested automatically. You may request a change in your election at any time in writing or by telephone. If, however, you request a change in your election after the first business day of a month in which the fund will make a distribution and officers of the fund determine, in their sole discretion, that the change is not in the best interest of the fund or its shareholders, the change will not take effect until the first business day of the following month.
Taxes on dividends and distributions For federal tax purposes, dividends and distributions of short-term capital gains are taxable as ordinary income. The funds 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 account do not result in federal or state income tax at the time of reinvestment.
Taxes on transactions Your redemptions 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 and the amount you receive when you sell them. 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 shareholders 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 shareholders adjusted gross income.
Please see your tax advisor for more information.
Share classes The fund offers different classes of shares through this prospectus.
Each share class represents an investment in the same portfolio of securities, but each class has its own expense structure. Shares are available as reflected in the Purchase of shares section of this prospectus.
Fund expenses In periods of market volatility, assets of the fund may decline significantly, causing total annual fund operating expenses (as a percentage of the value of your investment) to become higher than the numbers shown in the Annual Fund Operating Expenses table on page 1 of this prospectus.
For all share classes except Class M, Other expenses items in the Annual Fund Operating Expenses table in this prospectus include fees for administrative services provided by the funds 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 funds investment adviser receives an administrative services fee at the annual rate of .05% of the average daily net assets of the fund attributable to Class F-3 and Class R-6 shares for its provision of administrative services.
The Other expenses items in the Annual Fund Operating Expenses table also include custodial, legal and transfer agent payments and various other expenses applicable to all share classes.
13 Emerging Markets Growth Fund / Prospectus
Financial highlights
The Financial Highlights table is intended to help you understand the funds results for the periods shown. Certain information reflects financial results for a single share. 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 distributions). The information in the Financial Highlights table has been audited by PricewaterhouseCoopers LLP, whose current report, along with the funds financial statements, is included in the statement of additional information, which is available upon request.
Year ended June 30 | ||||||
Class M: | 2017 | 2016 | 2015 1 | 2014 | 2013 | |
Net asset value, beginning of year | $5.92 | $6.94 | $7.97 | $7.45 | $7.39 | |
Income (loss) from investment operations 2 : | ||||||
Net investment income 3 | .09 | .08 | .08 | .07 | .12 | |
Net realized and unrealized gain (loss) on investments | 1.40 | (.93) | (.71) | .86 | .19 | |
Total from investment operations | 1.49 | (.85) | (.63) | .93 | .31 | |
Less dividends and distributions: |
||||||
Dividends from net investment income | (.07) | (.17) | (.14) | (.10) | (.21) | |
Distributions from net realized gains | | | (.26) | (.31) | (.04) | |
Total dividends and distributions | (.07) | (.17) | (.40) | (.41) | (.25) | |
Net asset value, end of year |
$7.34 | $5.92 | $6.94 | $7.97 | $7.45 | |
Total return |
25.43% | (12.09)% | (7.71)% | 12.69% | 3.95% | |
Ratios/supplemental data: |
||||||
Net assets, end of year (in millions) | $2,545 | $2,740 | $4,621 | $6,526 | $9,564 | |
Ratio of expenses to average net assets 4 | .85% | .78% | .75% | .73% | .73% | |
Ratio of net investment income to average net assets 3 | 1.40% | 1.44% | 1.12% | .88% | 1.55% | |
Portfolio turnover rate | 46% | 48% 5 | 26% | 41% | 41% |
1 Prior to October 31, 2014, the fund operated as an open-end interval fund, with monthly redemptions and weekly purchases.
2 Based on average shares outstanding.
3 For the year ended June 30, 2017, this column reflects the impact of European Union Tax reclaims received that resulted in a one-time increase to net investment income. If the reclaims had not been received, the net investment income per share and ratio of net income to average net assets would have been lower by $.02 and .14 percentage points, respectively.
4 This ratio does not include acquired fund fees and expenses.
5 The portfolio turnover calculation has been adjusted to exclude the value of securities acquired in connection with the funds acquisition of the assets of the Capital Group Emerging Markets Equity Trust (US) on November 6, 2015. Should the calculation not have been subject to such adjustment, the funds portfolio turnover ratio would have been 58%.
Emerging Markets Growth Fund / Prospectus 14
More information about the fund | |||
For shareholder services | (800) 421-4989 | ||
For retirement plan services | Call your employer or plan administrator | ||
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 funds investment strategies, and the independent registered public accounting firms report (in the annual report).
Statement of additional information (SAI) and codes of ethics The current SAI, as amended from time to time, contains more detailed information about the fund, including the funds 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 funds 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 SECs Public Reference Room in Washington, D.C. (202) 551-8090, on the EDGAR database on the SECs website at sec.gov or, after payment of a duplicating fee, via email request to publicinfo@sec.gov or by writing to the SECs Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520.
Household mailings Each year you are automatically sent an updated 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, the fund may, when possible, send only one copy of these documents to shareholders who are part of the same family and share the same household address.
If you would like to opt out of household-based mailings or receive a complimentary copy of the current SAI, codes of ethics or annual/semi-annual report, or to request other information about the fund or make shareholder inquiries, please call (800) 421-4989, send an email to EMGF_Shareholder_Relations@capgroup.com or write to the secretary of the fund at 333 South Hope Street, 55th Floor, Los Angeles, California 90071-1406.
Securities Investor Protection Corporation (SIPC) Shareholders may obtain information about SIPC ® on its website at sipc.org or by calling (202) 371-8300.
MFGEPRX-015-0917P Printed in USA CGD/AFD/10346 | Investment Company Act File No. 811-04692 |
Emerging Markets Growth Fund, Inc. SM
Part
B
September 1, 2017
This document is not a prospectus but should be read in conjunction with the current prospectus of Emerging Markets Growth Fund, Inc. (the fund) dated September 1, 2017. You may obtain a prospectus by calling (800) 421-4989 or by writing to the fund at the following address:
Emerging
Markets Growth Fund, Inc.
Attention: Secretary
333
South Hope Street
Los Angeles, California 90071
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 shareholders investment dealer or retirement plan recordkeeper. Please see your financial advisor, investment dealer, plan recordkeeper or employer for more information.
Class M | EMRGX |
Class F-3 | EMGEX |
Class R-6 | REFGX |
Table of Contents
Item | Page no. |
Certain investment limitations and guidelines | 2 |
Description of certain securities, investment techniques and risks | 3 |
Fund policies | 18 |
Management of the fund | 22 |
Execution of portfolio transactions | 39 |
Disclosure of portfolio holdings | 42 |
Price of shares | 43 |
Capital stock | 45 |
Taxes and distributions | 46 |
Purchase of shares | 49 |
Selling shares | 51 |
Shareholder account services and privileges | 52 |
General information | 53 |
Emerging Markets Growth 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 funds net assets unless otherwise noted. This summary is not intended to reflect all of the funds investment limitations.
· Under normal market conditions, the fund invests at least 80% of its net assets in developing country securities as discussed in this section (developing country securities). The fund invests principally in securities of issuers in countries that have securities markets designated for investment by the funds investment adviser (Qualified Markets). The fund may invest in securities of issuers that are not in developing countries, provided that at least 75% of such issuers assets are in developing countries, or such issuers derive or expect to derive at least 75% of their total revenue or profits from goods or services produced in or sales made in developing countries. The fund may invest a portion of its net assets (not to exceed 15%) in securities of issuers that are not in developing countries but that have or will have substantial assets (between 50% and 75%) in developing countries, and/or derive or expect to derive a substantial proportion (between 50% and 75%) of their total revenue or profit from goods or services produced in, or sales made in, developing countries.
· The fund may invest in securities of issuers that are in a developing country that is not a Qu al ified Market; provided, h owever, th a t no more than 10% of the funds net assets will consist of t h e securities of issuers t h at fall into this category.
· The fund may invest in fixed income securities of developing country governments and corporations provided, however, t h at no more than 15% of the f unds net assets will cons i st of fixed income securi t ies that fall into this category.
* * * * * *
The fund may experience difficulty liquidating certain portfolio securities during significant market declines or periods of heavy redemptions.
Emerging Markets Growth Fund Page 2
Description of certain securities, investment techniques and risks
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 and include common and preferred stock, securities convertible into common and preferred stock and depository receipts representing ownership in common and preferred stock. 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. If an issuer liquidates, holders of equity securities are entitled to their pro rata share of the issuers 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 funds ability to value accurately or dispose of such equity securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and/or liquidity of equity securities.
Investing outside the U.S. Securities of issuers domiciled outside the United States, or with significant operations or revenues outside the United States, may lose value because of adverse political, social, economic or market developments (including social instability, regional conflicts, terrorism and war) in the countries or regions in which the issuers are domiciled, operate or generate revenue. These issuers may also be more susceptible to actions of foreign governments such as the imposition of price controls or punitive taxes that could adversely impact the value of these securities. To the extent the fund invests in securities that are denominated in currencies other than the U.S. dollar, these securities may also lose value due to changes in foreign currency exchange rates against the U.S. dollar and/or currencies of other countries. Securities markets in certain countries may be more volatile or less liquid than those in the United States. Investments outside the United States may also be subject to different accounting practices and different regulatory, legal and reporting standards, and may be more difficult to value, than those in the United States. In addition, the value of investments outside the United States may be reduced by foreign taxes, including foreign withholding taxes on interest and dividends. Further, there may be increased risks of delayed settlement of securities purchased or sold by the fund. The risks of investing outside the United States may be heightened in connection with investments in developing countries.
Additional costs could be incurred in connection with the funds investment activities outside the United States. Brokerage commissions may be higher outside the United States, and the fund will bear certain expenses in connection with its currency transactions. Furthermore, increased custodian costs may be associated with maintaining assets in certain jurisdictions.
Investing in developing countries Investing in developing countries may involve risks in addition to and greater than those generally associated with investing in the securities markets of developed countries. For instance, developing countries may have less developed legal and accounting systems than those in developed countries. The governments of these countries may be less stable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, and/or impose punitive taxes that could adversely affect the prices of securities. In addition, the economies of these countries may be dependent on relatively few industries that are more susceptible to local and global changes. Securities markets in these countries can also be relatively small and have substantially lower trading volumes. As a result, securities issued in these countries may be more volatile and less liquid, and may
Emerging Markets Growth Fund Page 3
be more difficult to value, than securities issued in countries with more developed economies and/or markets. Additionally, there may be increased settlement risks for transactions in local securities.
Although there is no universally accepted definition, the investment adviser generally considers a developing market to be a market that is in the earlier stages of its industrialization cycle with a low per capita gross domestic product (GDP) and a low market capitalization to GDP ratio relative to those in the United States and the European Union, and would include markets commonly referred to as frontier markets.
In determining the domicile of an issuer, the funds investment adviser will consider the domicile determination of a leading provider of global indexes, such as Morgan Stanley Capital International, and may also take into account such factors as where the issuers securities are listed and where the issuer is legally organized, maintains principal corporate offices, conducts its principal operations and/or generates revenues.
Certain risk factors related to developing countries
Currency fluctuations Certain developing countries currencies have experienced and in the future may experience significant declines against the U.S. dollar. For example, if the U.S. dollar appreciates against foreign currencies, the value of the funds developing countries securities holdings would generally depreciate and vice versa. Further, the fund may lose money due to losses and other expenses incurred in converting various currencies to purchase and sell securities valued in currencies other than the U.S. dollar, as well as from currency restrictions, exchange control regulation and currency devaluations.
Government regulation Certain developing countries lack uniform accounting, auditing and financial reporting and disclosure standards, have less governmental supervision of financial markets than in the United States, and do not honor legal rights enjoyed in the United States. Certain governments may be more unstable and present greater risks of nationalization or restrictions on foreign ownership of local companies. Repatriation of investment income, capital and the proceeds of sales by foreign investors may require governmental registration and/or approval in some developing countries. While the fund will only invest in markets where these restrictions are considered acceptable by the investment adviser, a country could impose new or additional repatriation restrictions after the funds investment. If this happened, the funds response might include, among other things, applying to the appropriate authorities for a waiver of the restrictions or engaging in transactions in other markets designed to offset the risks of decline in that country. Such restrictions will be considered in relation to the funds liquidity needs and other factors. Further, some attractive equity securities may not be available to the fund if foreign shareholders already hold the maximum amount legally permissible.
While government involvement in the private sector varies in degree among developing countries, such involvement may in some cases include government ownership of companies in certain sectors, wage and price controls or imposition of trade barriers and other protectionist measures. With respect to any developing country, there is no guarantee that some future economic or political crisis will not lead to price controls, forced mergers of companies, expropriation, or creation of government monopolies to the possible detriment of the funds investments.
Fluctuations in inflation rates Rapid fluctuations in inflation rates may have negative impacts on the economies and securities markets of certain developing countries.
Emerging Markets Growth Fund Page 4
Less developed securities markets Developing countries may have less well-developed securities markets and exchanges. These markets have lower trading volumes than the securities markets of more developed countries and may be unable to respond effectively to increases in trading volume. Consequently, these markets may be substantially less liquid than those of more developed countries, and the securities of issuers located in these markets may have limited marketability. These factors may make prompt liquidation of substantial portfolio holdings difficult or impossible at times.
Settlement risks Settlement systems in developing countries are generally less well organized than those of developed markets. Supervisory authorities may also be unable to apply standards comparable to those in developed markets. Thus, there may be risks that settlement may be delayed and that cash or securities belonging to the fund may be in jeopardy because of failures of or defects in the systems. In particular, market practice may require that payment be made before receipt of the security being purchased or that delivery of a security be made before payment is received. In such cases, default by a broker or bank (the counterparty) through whom the transaction is effected might cause the fund to suffer a loss. The fund will seek, where possible, to use counterparties whose financial status is such that this risk is reduced. However, there can be no certainty that the fund will be successful in eliminating this risk, particularly as counterparties operating in developing countries frequently lack the standing or financial resources of those in developed countries. There may also be a danger that, because of uncertainties in the operation of settlement systems in individual markets, competing claims may arise with respect to securities held by or to be transferred to the fund.
Insufficient market information The fund may encounter problems assessing investment opportunities in certain developing countries in light of limitations on available information and different accounting, auditing and financial reporting standards. In such circumstances, the funds investment adviser will seek alternative sources of information, and to the extent the investment adviser is not satisfied with the sufficiency of the information obtained with respect to a particular market or security, the fund will not invest in such market or security.
Taxation Taxation of dividends, interest and capital gains received by the fund varies among developing countries and, in some cases, is comparatively high. In addition, developing countries typically have less well-defined tax laws and procedures and such laws may permit retroactive taxation so that the fund could become subject in the future to local tax liability that it had not reasonably anticipated in conducting its investment activities or valuing its assets.
Litigation The fund and its shareholders may encounter substantial difficulties in obtaining and enforcing judgments against individuals residing outside of the U.S. and companies domiciled outside of the U.S.
Fraudulent securities Securities purchased by the fund may subsequently be found to be fraudulent or counterfeit, resulting in a loss to the fund.
Investing through Stock Connect The fund may invest in China A-shares of certain Chinese companies listed and traded on the Shanghai Stock Exchange and on the Shenzhen Stock Exchange (together, the Exchanges) through the Shanghai-Hong Kong Stock Connect Program and the Shenzhen-Hong Kong Stock Connect Program, respectively (together, Stock Connect). Stock Connect is a securities trading and clearing program developed by the Exchange of Hong Kong, the Exchanges and the China Securities Depository and Clearing Corporation Limited. Stock Connect facilitates foreign investment in the Peoples Republic of China (PRC) via brokers in Hong Kong. Persons investing through Stock Connect are subject to PRC regulations and Exchange listing rules, among others. These could include limitations on or suspension of trading. These regulations are
Emerging Markets Growth Fund Page 5
relatively new and subject to changes which could adversely impact the funds rights with respect to the securities. As Stock Connect is relatively new, there are no assurances that the necessary systems to run the program will function properly. Stock Connect is subject to aggregate and daily quota limitations on purchases and the fund may experience delays in transacting via Stock Connect. The funds shares are held in an omnibus account and registered in nominee name. Please also see the sections on risks relating to investing outside the U.S. and investing in developing countries.
Currency hedging transactions For the purpose of hedging currency exchange rate risk, the fund may enter into forward currency exchange contracts, currency futures contracts (and related options) and purchase and sell options on currencies. A forward currency contract is an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract.
A currency futures contract is a standardized contract for the delivery of a specified amount of a currency at a future date at a price set at the time of entering into the contract. Currency futures contracts traded in the U.S. are traded on regulated exchanges. Parties to futures contracts must make initial margin deposits to secure performance of the contract. The parties also pay or receive daily variation margin payments as the value of the futures contract fluctuates thereafter. Options on currency futures contracts give the holder of the option, in return for a premium, the right to take either the long or short position in a currency futures contract at a specified price. Options on currencies are exchange-traded or over-the-counter instruments that give the holder of the option the right to purchase or sell a specified amount of currency at a specified price.
At the maturity of a forward or futures contract, the fund may either accept or make delivery of the currency specified in the contract or, prior to maturity, enter into a closing transaction involving the purchase or sale of an offsetting contract. Closing transactions with respect to forward contracts are usually effected with the currency trader who is a party to the original contract. Closing transactions with respect to futures contracts are effected on an exchange. There can be no assurance that the fund will be able in any particular case to readily close out a contract, in which case the fund may suffer a loss. Options on currency futures contracts or currency options held by the fund, to the extent not exercised, will expire and the fund would experience a loss to the extent of any premium paid for the option.
The fund will not enter into forward or futures contracts or maintain an exposure to such contracts where the consummation of such contracts would obligate the fund to deliver an amount of currency in excess of the value of the funds portfolio securities or other assets exposed to that currency. Where the fund is obligated to make deliveries under futures or forward contracts, to avoid leverage it will cover its obligation with liquid assets in an amount sufficient to meet its obligations.
Such transactions may also affect the character and timing of income, gain, or loss recognized by the fund for U.S. federal income tax purposes.
Only in unusual circumstances and for temporary defensive purposes would the fund attempt to hedge all the risks involved in holding assets exposed to a particular currency. It is the investment advisers view that the cost of engaging in hedging transactions frequently equals or exceeds the expected benefits from the potential reduction in exchange rate risk. Moreover, even if it was to attempt to do so, the fund could not, through hedging transactions, eliminate all the risks of holding assets exposed to a particular currency, as there may be an imperfect correlation between price movements in the futures or forward contracts and those of the underlying currency to which the funds assets are exposed. Also, where the fund enters into a hedging transaction in anticipation of a currency movement in a particular direction but the currency moves in the opposite direction, the transaction would result in a less favorable overall investment result than if the fund had not engaged in any such transaction. In addition, it may not be possible for the fund to hedge against a devaluation
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that is so generally anticipated that the fund is not able to contract to sell the currency at a price above the devaluation level it anticipates.
Investing in smaller capitalization stocks The fund may invest in the stocks of smaller capitalization companies. Investing in smaller capitalization stocks can involve greater risk than is customarily associated with investing in stocks of larger, more established companies. For example, smaller companies often have limited product lines, limited operating histories, limited markets or financial resources, may be dependent on one or a few key persons for management and can be more susceptible to losses. Also, their securities may be thinly traded (and therefore have to be sold at a discount from current prices or sold in small lots over an extended period of time), may be followed by fewer investment research analysts and may be subject to wider price swings, thus creating a greater chance of loss than securities of larger capitalization companies.
Depositary receipts Depositary receipts are securities that evidence ownership interests in, and represent the right to receive, a security or a pool of securities that have been deposited with a bank or trust depository. The fund may invest in American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), and other similar securities. For ADRs, the depository is typically a U.S. financial institution and the underlying securities are issued by a non-U.S. entity. For other depositary receipts, the depository may be a non-U.S. or a U.S. entity, and the underlying securities may be issued by a non-U.S. or a U.S. entity. Depositary receipts will not necessarily be denominated in the same currency as their underlying securities. Generally, ADRs are issued in registered form, denominated in U.S. dollars, and designed for use in the U.S. securities markets. Other depositary receipts, such as EDRs and GDRs, may be issued in bearer form, may be denominated in either U.S. dollars or in non-U.S. currencies, and are primarily designed for use in securities markets outside the United States. ADRs, EDRs and GDRs can be sponsored by the issuing bank or trust company or the issuer of the underlying securities. Although the issuing bank or trust company may impose charges for the collection of dividends and the conversion of such securities into the underlying securities, generally no fees are imposed on the purchase or sale of these securities other than transaction fees ordinarily involved with trading stock. Such securities may be less liquid or may trade at a lower price than the underlying securities of the issuer. Additionally, the issuers of securities underlying depositary receipts may not be obligated to timely disclose information that is considered material under the securities laws of the United States. Therefore, less information may be available regarding these issuers than about the issuers of other securities and there may not be a correlation between such information and the market value of the depositary receipts.
Warrants and rights Warrants and rights may be acquired by the fund in connection with other securities or separately. Warrants generally entitle, but do not obligate, their holder to purchase other equity or fixed-income securities at a specified price at a later date. Rights are similar to warrants but typically have a shorter duration and are issued by a company to existing holders of its stock to provide those holders the right to purchase additional shares of stock at a later date. Warrants and rights do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of the issuing company. Additionally, a warrant or right ceases to have value if it is not exercised prior to its expiration date. As a result, warrants and rights may be considered more speculative than certain other types of investments. Changes in the value of a warrant or right do not necessarily correspond to changes in the value of its underlying security. The price of a warrant or right may be more volatile than the price of its underlying security, and they therefore present greater potential for capital appreciation and capital loss. The effective price paid for warrants or rights added to the subscription price of the related security may exceed the value of the subscribed securitys market price, such as when there is no movement in the price of the underlying security. The market for warrants or rights may be very limited and it may be difficult to sell them promptly at an acceptable price.
Real estate investment trusts Real estate investment trusts ("REITs"), which primarily invest in real estate or real estate-related loans, may issue equity or debt securities. Equity REITs own real estate
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properties, while mortgage REITs hold construction, development and/or long-term mortgage loans. The values of REITs may be affected by changes in the value of the underlying property of the trusts, the creditworthiness of the issuer, property taxes, interest rates, tax laws and regulatory requirements, such as those relating to the environment. Both types of REITs are dependent upon management skill and the cash flows generated by their holdings, the real estate market in general and the possibility of failing to qualify for any applicable pass-through tax treatment or failing to maintain any applicable exemptive status afforded under relevant laws.
Synthetic local access instruments Participation notes, market access warrants and other similar structured investment vehicles (collectively, synthetic local access instruments) are instruments used by investors to obtain exposure to equity investments in local markets where direct ownership by foreign investors is not permitted or is otherwise restricted by local law. Synthetic local access instruments, which are generally structured and sold over-the-counter by a local branch of a bank or broker-dealer that is permitted to purchase equity securities in the local market, are designed to replicate exposure to one or more underlying equity securities. The price and performance of a synthetic local access instrument are normally intended to track the price and performance of the underlying equity assets as closely as possible. However, there can be no assurance that the results of synthetic local access instruments will replicate exactly the performance of the underlying securities due to transaction costs, taxes and other fees and expenses. The holder of a synthetic local access instrument may also be entitled to receive any dividends paid in connection with the underlying equity assets, but usually does not receive voting rights as it would if such holder directly owned the underlying assets.
Investments in synthetic local access instruments involve the same risks associated with a direct investment in the shares of the companies the instruments seek to replicate, including, in particular, the risks associated with investing outside the United States. Synthetic local access instruments also involve risks that are in addition to the risks normally associated with a direct investment in the underlying equity securities. For instance, synthetic local access instruments represent unsecured, unsubordinated contractual obligations of the banks or broker-dealers that issue them. Consequently, a purchaser of a synthetic local access instrument relies on the creditworthiness of such a bank or broker-dealer counterparty and has no rights under the instrument against the issuer of the underlying equity securities. Additionally, there is no guarantee that a liquid market for a synthetic local access instrument will exist or that the issuer of the instrument will be willing to repurchase the instrument when an investor wishes to sell it.
Forward commitment, when issued and delayed delivery transactions The fund may enter into commitments to purchase or sell securities at a future date. When the fund agrees to purchase such securities, it assumes the risk of any decline in value of the security from the date of the agreement. If the other party to such a transaction fails to deliver or pay for the securities, the fund could miss a favorable price or yield opportunity, or could experience a loss.
The fund will not use these transactions for the purpose of leveraging and will segregate liquid assets that will be marked to market daily in an amount sufficient to meet its payment obligations in these transactions. Although these transactions will not be entered into for leveraging purposes, to the extent the funds aggregate commitments in connection with these transactions exceed its segregated assets, the fund temporarily could be in a leveraged position (because it may have an amount greater than its net assets subject to market risk). Should market values of the funds portfolio securities decline while the fund is in a leveraged position, greater depreciation of its net assets would likely occur than if it were not in such a position. The fund will not borrow money to settle these transactions and, therefore, will liquidate other portfolio securities in advance of settlement if necessary to generate additional cash to meet its obligations. After a transaction is entered into, the fund may still dispose of or renegotiate the transaction. Additionally, prior to receiving delivery of securities as part of a transaction, the fund may sell such securities.
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Restricted or illiquid securities The fund may purchase securities subject to restrictions on resale. Restricted securities may only be sold pursuant to an exemption from registration under the Securities Act of 1933, as amended (the 1933 Act), or in a registered public offering. Restricted securities held by the fund are often eligible for resale under Rule 144A, an exemption under the 1933 Act allowing for resales to Qualified Institutional Buyers. Where registration is required, the holder of a registered security may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it may be permitted to sell a security under an effective registration statement. Difficulty in selling such securities may result in a loss to the fund or cause it to incur additional administrative costs.
Some fund holdings (including some restricted securities) may be deemed illiquid if they cannot be sold in the ordinary course of business at approximately the price at which the fund values them. The determination of whether a holding is considered liquid or illiquid is made by the funds adviser under procedures adopted by the funds board. The funds adviser makes this determination based on factors it deems relevant, such as the frequency and volume of trading, the commitment of dealers to make markets and the availability of qualified investors, all of which can change from time to time. The fund may incur significant additional costs in disposing of illiquid securities. If the fund holds more than 15% of its net assets in illiquid assets due to appreciation of illiquid securities, the depreciation of liquid securities or changes in market conditions, the fund will seek over time to increase its investments in liquid securities to the extent practicable.
Debt instruments Debt securities, also known as fixed-income securities, are used by issuers to borrow money. Bonds, notes, debentures, asset-backed securities (including those backed by mortgages), and loan participations and assignments are common types of debt securities. Generally, issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Some debt securities, such as zero coupon bonds, do not pay current interest, but are purchased at a discount from their face values and their values accrete over time to face value at maturity. Some debt securities bear interest at rates that are not fixed, but that vary with changes in specified market rates or indices. The market prices of debt securities fluctuate depending on such factors as interest rates, credit quality and maturity. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall. These fluctuations will generally be greater for longer-term debt securities than for shorter-term debt securities. Prices of these securities can also be affected by financial contracts held by the issuer or third parties (such as derivatives) relating to the security or other assets or indices.
Lower rated debt securities, rated Ba1/BB+ or below by Nationally Recognized Statistical Rating Organizations, are described by the rating agencies as speculative and involve greater risk of default or price changes due to changes in the issuers creditworthiness than higher rated debt securities, or they may already be in default. Such securities are sometimes referred to as junk bonds or high yield bonds. The market prices of these securities may fluctuate more than higher quality securities and may decline significantly in periods of general economic difficulty. It may be more difficult to dispose of, and to determine the value of, lower rated debt securities. Investment grade bonds in the ratings categories A or Baa/BBB also may be more susceptible to changes in market or economic conditions than bonds rated in the highest rating categories.
Certain additional risk factors relating to debt securities are discussed below:
Sensitivity to interest rate and economic changes Debt securities may be sensitive to economic changes, political and corporate developments, and interest rate changes. In addition, during an economic downturn or a period of rising interest rates, issuers that are highly leveraged may experience increased financial stress that could adversely affect their ability to meet projected business goals, to obtain additional financing and to service their principal and interest payment obligations. Periods of economic change and uncertainty also can be expected to result in increased volatility of market prices and yields of certain debt
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securities and derivative instruments. For example, during the financial crisis of 2007-2009, the Federal Reserve implemented a number of economic policies that impacted, and may continue to impact, interest rates and the market. These policies, as well as potential actions by governmental entities both in and outside of the U.S., may expose fixed-income markets to heightened volatility and may reduce liquidity for certain investments, which could cause the value of the fund's portfolio to decline.
Payment expectations Debt securities may contain redemption or call provisions. If an issuer exercises these provisions in a lower interest rate market, the fund may have to replace the security with a lower yielding security, resulting in decreased income to investors. If the issuer of a debt security defaults on its obligations to pay interest or principal or is the subject of bankruptcy proceedings, the fund may incur losses or expenses in seeking recovery of amounts owed to it.
Liquidity and valuation There may be little trading in the secondary market for particular debt securities, which may affect adversely the fund's ability to value accurately or dispose of such debt securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and/or liquidity of debt securities.
The investment adviser attempts to reduce the risks described above through diversification of the funds portfolio and by credit analysis of each issuer, as well as by monitoring broad economic trends and corporate and legislative developments, but there can be no assurance that it will be successful in doing so.
Cash and cash equivalents The fund may hold cash or invest in cash equivalents. Cash equivalents include, but are not limited to: ( 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. Cash and cash equivalents may be denominated in U.S. dollars, non-U.S. currencies or multinational currency units.
Loan assignments and participations The fund may invest in loans or other forms of indebtedness that represent interests in amounts owed by corporations or other borrowers (collectively borrowers). The investment adviser defines debt securities to include investments in loans, such as loan assignments and participations. Loans may be originated by the borrower in order to address its working capital needs, as a result of a reorganization of the borrowers assets and liabilities (recapitalizations), to merge with or acquire another company (mergers and acquisitions), to take control of another company (leveraged buy-outs), to provide temporary financing (bridge loans), or for other corporate purposes. Most corporate loans are variable or floating rate obligations.
Some loans may be secured in whole or in part by assets or other collateral. In other cases, loans may be unsecured or may become undersecured by declines in the value of assets or other collateral securing such loan. The greater the value of the assets securing the loan the more the lender is protected against loss in the case of nonpayment of principal or interest. Loans made to highly leveraged borrowers may be especially vulnerable to adverse changes in economic or market conditions and may involve a greater risk of default.
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Some loans may represent revolving credit facilities or delayed funding loans, in which a lender agrees to make loans up to a maximum amount upon demand by the borrower during a specified term. These commitments may have the effect of requiring the fund to increase its investment in a company at a time when it might not otherwise decide to do so (including at a time when the companys financial condition makes it unlikely that such amounts will be repaid). To the extent that the fund is committed to advance additional funds, the fund will segregate assets determined to be liquid in an amount sufficient to meet such commitments.
Some loans may represent debtor-in-possession financings (commonly known as DIP financings). DIP financings are arranged when an entity seeks the protections of the bankruptcy court under Chapter 11 of the U.S. Bankruptcy Code. These financings allow the entity to continue its business operations while reorganizing under Chapter 11. Such financings constitute senior liens on unencumbered collateral (i.e., collateral not subject to other creditors claims). There is a risk that the entity will emerge from Chapter 11 and will be forced to liquidate its assets under Chapter 7 of the U.S. Bankruptcy Code. In the event of liquidation, the funds only recourse will be against the collateral securing the DIP financing.
The investment adviser generally makes investment decisions based on publicly available information, but may rely on non-public information if necessary. Borrowers may offer to provide lenders with material, non-public information regarding a specific loan or the borrower in general. The investment adviser generally chooses not to receive this information. As a result, the investment adviser may be at a disadvantage compared to other investors that may receive such information. The investment advisers decision not to receive material, non-public information may impact the investment advisers ability to assess a borrowers requests for amendments or waivers of provisions in the loan agreement. However, the investment adviser may on a case-by-case basis decide to receive such information when it deems prudent. In these situations the investment adviser may be restricted from trading the loan or buying or selling other debt and equity securities of the borrower while it is in possession of such material, non-public information, even if such loan or other security is declining in value.
The fund normally acquires loan obligations through an assignment from another lender, but also may acquire loan obligations by purchasing participation interests from lenders or other holders of the interests. When the fund purchases assignments, it acquires direct contractual rights against the borrower on the loan. The fund acquires the right to receive principal and interest payments directly from the borrower and to enforce its rights as a lender directly against the borrower. However, because assignments are arranged through private negotiations between potential assignees and potential assignors, the rights and obligations acquired by a fund as the purchaser of an assignment may differ from, and be more limited than, those held by the assigning lender. Loan assignments are often administered by a financial institution that acts as agent for the holders of the loan, and the fund may be required to receive approval from the agent and/or borrower prior to the purchase of a loan. Risks may also arise due to the inability of the agent to meet its obligations under the loan agreement.
Loan participations are loans or other direct debt instruments that are interests in amounts owed by the borrower to another party. They may represent amounts owed to lenders or lending syndicates, to suppliers of goods or services, or to other parties. The fund will have the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the participation and only upon receipt by the lender of the payments from the borrower. In connection with purchasing participations, the fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower. In addition, the fund may not directly benefit from any collateral supporting the loan in which it has purchased the participation and the fund will have to rely on the agent bank or other financial intermediary to apply appropriate credit remedies. As a result, the fund will be subject to the credit risk of both the borrower and the lender that is selling the participation. In the event of the insolvency of the lender selling a participation, a fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.
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Loan assignments and participations are generally subject to legal or contractual restrictions on resale and are not currently listed on any securities exchange or automatic quotation system. Risks may arise due to delayed settlements of loan assignments and participations. The investment adviser expects that most loan assignments and participations purchased for the fund will trade on a secondary market. However, although secondary markets for investments in loans are growing among institutional investors, a limited number of investors may be interested in a specific loan. It is possible that loan participations, in particular, could be sold only to a limited number of institutional investors. If there is no active secondary market for a particular loan, it may be difficult for the investment adviser to sell the funds interest in such loan at a price that is acceptable to it and to obtain pricing information on such loan.
Investments in loan participations and assignments present the possibility that the fund could be held liable as a co-lender under emerging legal theories of lender liability. In addition, if the loan is foreclosed, the fund could be part owner of any collateral and could bear the costs and liabilities of owning and disposing of the collateral. In addition, some loan participations and assignments may not be rated by major rating agencies and may not be protected by securities laws.
Options on securities and securities indexes The fund may purchase and sell call and put options on individual securities or indexes of securities. Put options may be used to protect holdings in an underlying or related security against a substantial decline in market value. Call options may be used to protect against substantial increases in prices of securities the fund may purchase, pending its ability to invest in such securities in an orderly manner. The fund may sell put or call options it has previously purchased, which could result in a net gain or loss depending on whether the amount realized on the sale is more or less than the premium and other transaction costs paid on the put or call option which is sold. The fund may write a call or put option only if the option is covered by the fund holding a position in the underlying securities or by other means which would permit satisfaction of the funds obligations as writer of the option. Prior to exercise or expiration, an option may be closed out by an offsetting purchase or sale of an option of the same series.
The purchase and writing of options involves certain risks. During the option period, the covered call writer has, in return for the premium paid, given up the opportunity to profit from a price increase in the underlying securities above the exercise price, but, as long as its obligations as a writer continues, has retained the risk of loss should the price of the underlying security decline. The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying securities at the exercise price. If a put or call option purchased by the fund is not sold when it has remaining value, and if the market price of the underlying security, in the case of a put, remains equal to or greater than the exercise price or, in the case of a call, remains less than or equal to the exercise price, the fund will lose its entire investment in the option. Also, if a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security. There can be no assurance that a liquid market will exist when the fund seeks to close out an option position. Furthermore, if trading restrictions or suspensions are imposed on an option, the fund may be unable to close out a position. Options on non-U.S. securities indexes generally may not be offered or sold to U.S. persons unless the options have been approved by the U.S. Commodity Futures Trading Commission (CFTC). The fund may invest in non-U.S. index options as a part of its investment strategy as such investments become available for its use.
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Swap agreements The fund may enter into interest rate, credit default, equity and currency exchange rate swap agreements. These transactions would be entered into in an attempt to obtain a particular return when it is considered desirable to do so, possibly at a lower cost to the fund than if the fund had invested directly in the asset that yielded the desired return, or when regulatory or other restrictions limit or prohibit the fund from investing in the asset directly. The fund may also use interest rate swaps to alter the interest rate sensitivity and yield exposure of the funds fixed income investments. Swap agreements are agreements between two parties to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged, or swapped between the parties are generally calculated with respect to a notional amount, i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a basket of securities representing a particular index.
The fund may enter into swap agreements that would calculate the obligations of the parties to the agreement on a net basis. Consequently, the funds current obligations (or rights) under a swap agreement would be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the net amount). The fund will collateralize the net amount under a swap agreement by posting or receiving agreed upon collateral, subject to certain thresholds and minimum transfer amounts. In the case of interest rate or currency exchange rate swap agreements, the funds current obligations will typically be accrued daily (offset against amounts owed to the fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the maintenance of a segregated account consisting of liquid assets to avoid any potential leveraging of the funds portfolio. Any swap agreement so covered will not be construed to be a senior security for purposes of the funds investment restriction concerning senior securities.
In a typical equity swap transaction involving a security (or index of securities), the fund would agree to pay to a counterparty the negative return, if any, on the security (or index of securities), adjusted for an interest factor, in exchange for an amount equal to any positive return on the same security or index, with both negative and positive returns calculated with respect to an agreed reference price. The fund intends to segregate liquid assets equal to the maximum potential exposure under an equity swap agreement, plus any net amount owed with respect to the agreement. As such, the fund does not believe that any of its commitments under equity swap agreements would constitute senior securities for purposes of the funds investment restrictions concerning senior securities.
To the extent the fund intends to engage in commodity interest trading, which includes trading futures, options on underlying instruments other than securities or securities indexes, non-deliverable currency forwards and swaps, the fund and its operator intend to rely on an exclusion from registration as a commodity pool operator pursuant to Rule 4.5 of the CFTC, which excludes certain otherwise regulated entities that meet the conditions of the exclusion and have made the appropriate notice filing with the National Futures Association from CFTC regulation. Investors should note that the CFTC has adopted certain amendments to Rule 4.5 that make qualification for the exclusion contingent on a fund only engaging in a de minimis amount of commodity interest trading. There is no certainty that the fund, its investment adviser, and other parties will be able to rely on this exclusion in the future. If commodity pool operator registration is necessary with regard to the fund, the fund may incur additional costs.
Whether the funds use of swap agreements will be successful in furthering its investment objective will depend on the investment advisers ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Historically, the swap market involved twoparty or bilateral agreements. In a bilateral swap, the fund bears the risk of default by its swap counterparty. Under recently promulgated rules, some, but not all, swaps are or will be subject to central clearing. Central clearing is intended to reduce the counterparty risk of bilaterally negotiated contracts, but does not make the trades risk-free. In a centrally-cleared swap rather than bearing the
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risk of default by its contract counterparty, the fund bears the risk of a default by the central clearing counterparty. In either case, the fund may not be able to replace such contract at similar terms.
Other financial futures and related options In addition to currency futures and related options, the fund may enter into other financial futures contracts and purchase and sell related options thereon. Such investments may be standardized and traded on a U.S. or foreign exchange or board of trade, or similar entity, or quoted on an automated quotation system. Under applicable CFTC rules, the fund may enter into certain financial futures contracts traded on non-U.S. exchanges, including related options, only if the contracts have been approved by the CFTC for offer and sale to U.S. persons. The fund may make relevant futures and related options part of its investment strategy as such investments are approved for use by U.S. persons. The fund may enter into futures and options thereon that relate to securities indices or other baskets of securities.
The fund will maintain a segregated account consisting of liquid assets (or, as permitted by applicable regulation, enter into certain offsetting positions) to cover its obligations under futures contracts and related options. Under applicable CFTC regulations, the fund generally may use futures and related options only for bona fide hedging purposes (as defined in applicable regulations) or, subject to certain limits, other investment and speculative purposes (as discussed above under Currency hedging transactions).
Several risks are associated with the use of futures and futures options. There can be no guarantee that there will be a correlation between price movements in the hedging vehicle and in the portfolio securities being hedged. An incorrect correlation would result in a loss on both the hedged securities in the fund and the hedging vehicle so that portfolio return might have been greater had hedging not been attempted. There can be no assurance that a liquid market will exist at a time when the fund seeks to close out a futures contract or a futures option position. Most futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single day; once the daily limit has been reached on a particular contract, no trades may be made that day at a price beyond that limit. In addition, certain of these instruments are relatively new and without a significant trading history. As a result, there is no assurance that an active secondary market will develop or continue to exist. Lack of a liquid market for any reason may prevent the fund from liquidating an unfavorable position and the fund would remain obligated to meet margin requirements until the position is closed.
Equity-linked notes The fund may, subject to compliance with applicable regulatory guidelines, purchase equity-linked notes. An equity-linked note is a note whose performance is tied to a single stock, a stock index or a basket of stocks. Upon the maturity of the note, generally the holder receives a return of principal based on the capital appreciation of the linked securities. Depending on the terms of the issuance, equity-linked notes may also have a cap or floor on the maximum principal amount to be repaid to holders. For example, a note may guarantee the repayment of the original principal amount, but may cap the maximum payment at maturity at a certain percentage of the issuance price. Alternatively, the note may not guarantee a full return on the original principal, but may offer a greater participation in any capital appreciation of the underlying linked securities. The terms of an equity-linked note may also provide for periodic interest payments to holders at either a fixed or floating rate. Equity-linked notes will be considered equity securities for purposes of the funds investment objective and policies.
The ability of the fund to invest in equity-linked notes may be limited by certain provisions of the U.S. federal commodities laws. Because the return on equity-linked notes is linked to the value of the underlying securities, the notes may be viewed as having some of the characteristics of futures contracts with respect to securities, the trading of which by U.S. persons other than on designated commodity exchanges is prohibited absent an applicable exclusion or exemption. The Commodity Exchange Act exempts certain so-called hybrid instruments from this prohibition subject to certain conditions.
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The price of an equity-linked note is derived from the value of the underlying linked securities. The level and type of risk involved in the purchase of an equity-linked note by the fund is similar to the risk involved in the purchase of the underlying security or other emerging market securities. Such notes therefore may be considered to have speculative elements. However, equity-linked notes are also dependent on the individual credit of the issuer of the note, which will generally be a trust or other special purpose vehicle or finance subsidiary established by a major financial institution for the limited purpose of issuing the note. Like other structured products, equity-linked notes are frequently secured by collateral consisting of a combination of debt or related equity securities to which payments under the notes are linked. If so secured, the fund would look to this underlying collateral for satisfaction of claims in the event that the issuer of an equity-linked note defaulted under the terms of the note.
Equity-linked notes are often privately placed and may not be rated, in which case the fund will be more dependent on the ability of the investment adviser to evaluate the creditworthiness of the issuer, the underlying security, any collateral features of the note, and the potential for loss due to market and other factors. Ratings of issuers of equity-linked notes refer only to the creditworthiness of the issuer and strength of related collateral arrangements or other credit supports, and do not take into account, or attempt to rate, any potential risks of the underlying equity securities. The fund may invest in equity-linked notes whose issuers are rated below investment grade (e.g., rated below Baa or BBB by Nationally Recognized Statistical Rating Organizations designated by the funds investment adviser, or unrated but determined to be of equivalent quality by the funds investment adviser). Because rating agencies have not currently rated any issuer higher than the rating of the country in which it is domiciled, and many developing countries are rated below investment grade, equity-linked notes related to securities of issuers in those developing countries will be considered to be below investment grade. Depending on the law of the jurisdiction in which an issuer is organized and the note is issued, in the event of default, the fund may incur additional expenses in seeking recovery under an equity-linked note, and may have less legal recourse in attempting to do so.
As with any investment, the fund can lose the entire amount it has invested in an equity-linked note. The secondary market for equity-linked notes may be limited. The lack of a liquid secondary market may have an adverse effect on the ability of the fund to accurately value the equity-linked notes in its portfolio, and may make disposal of such securities more difficult for the fund.
Counterparty risk The fund bears the risk of loss of the amount expected to be received under the financial instruments described under Currency hedging transactions, Options on securities and securities indexes, Swap agreements, Other financial futures and related options and Equity-linked notes if the counterparty defaults on any of these instruments or declares bankruptcy. The fund will enter into arrangements only with the counterparties that meet certain standards for creditworthiness adopted by the investment adviser.
Securities lending For the purpose of achieving income, the fund may lend its portfolio securities to brokers, dealers, and other financial institutions. When making such a loan, the fund will be entitled to any gain or loss on the security during the loan period, and the fund will earn interest on the amount deposited as collateral for the loan. If the borrower fails to return the loaned securities, the fund could use the collateral to replace the securities while holding the borrower liable for any excess replacement cost. As with any extension of credit, there are risks of delay in recovery and in some cases even loss of rights in the collateral should the borrower fail financially.
The fund may make loans of its portfolio securities provided that: (i) the loan is secured continuously by collateral consisting of U.S. Government Securities, cash or cash equivalents (negotiable certificates of deposits, bankers acceptances or letters of credit) maintained on a daily mark-to-market basis in an amount at least equal to 102% and 105% of the market value of the loaned U.S. and non-U.S. securities, respectively; (ii) the fund may at any time call the loan and obtain the return of the securities loaned; (iii) the fund will receive any interest or dividends paid on the loaned securities; and (iv) the
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aggregate market value of securities loaned will not at any time exceed 33-1/3% of the total assets of the fund (including the collateral received from such loans).
When voting or consent rights which accompany loaned securities pass to the borrower, the fund may call the loaned securities to permit the fund to vote the securities if the matters involved would have a material effect on the funds investment in the securities. The fund may pay lending fees to a party arranging a loan.
Cybersecurity risks With the increased use of technologies such as the Internet to conduct business, the fund has become potentially more susceptible to operational and information security risks through breaches in cybersecurity. In general, a breach in cybersecurity can result from either a deliberate attack or an unintentional event. Cybersecurity breaches may involve, among other things, infection by computer viruses or other malicious software code or unauthorized access to the funds digital information systems, networks or devices through hacking or other means, in each case for the purpose of misappropriating assets or sensitive information (including, for example, personal shareholder information), corrupting data or causing operational disruption or failures in the physical infrastructure or operating systems that support the fund. Cybersecurity risks also include the risk of losses of service resulting from external attacks that do not require unauthorized access to the funds systems, networks or devices. For example, denial-of-service attacks on the investment advisers or an affiliates website could effectively render the funds network services unavailable to fund shareholders and other intended end-users. Any such cybersecurity breaches or losses of service may cause the fund to lose proprietary information, suffer data corruption or lose operational capacity, which, in turn, could cause the fund to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures and/or financial loss. While the fund and its investment adviser have established business continuity plans and risk management systems designed to prevent or reduce the impact of cybersecurity attacks, there are inherent limitations in such plans and systems due in part to the ever-changing nature of technology and cybersecurity attack tactics, and there is a possibility that certain risks have not been adequately identified or prepared for.
In addition, cybersecurity failures by or breaches of the funds third-party service providers (including, but not limited to, the funds investment adviser, transfer agent and custodian) may disrupt the business operations of the service providers and of the fund, potentially resulting in financial losses, the inability of fund shareholders to transact business with the fund and of the fund to process transactions, the inability of the fund to calculate its net asset value, violations of applicable privacy and other laws, rules and regulations, regulatory fines, penalties, reputational damage, reimbursement or other compensatory costs and/or additional compliance costs associated with implementation of any corrective measures. The fund and its shareholders could be negatively impacted as a result of any such cybersecurity breaches, and there can be no assurance that the fund will not suffer losses relating to cybersecurity attacks or other informational security breaches affecting the funds third-party service providers in the future, particularly as the fund cannot control any cybersecurity plans or systems implemented by such service providers.
Cybersecurity risks may also impact issuers of securities in which the fund invests, which may cause the funds investments in such issuers to lose value.
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Interfund borrowing and lending Pursuant to an exemptive order issued by the U.S. Securities and Exchange Commission, the fund may lend money to, and borrow money from, other funds advised by the investment adviser or its affiliates. The fund will borrow through the program only when the costs are equal to or lower than the costs of bank loans. The fund will lend through the program only when the returns are higher than those available from an investment in repurchase agreements. Interfund loans and borrowings normally extend overnight, but can have a maximum duration of seven days. Loans may be called on one day's notice. The fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.
* * * * * *
Portfolio turnover Portfolio changes will be made without regard to the length of time particular investments may have been held. Short-term trading profits are not the funds objective, and changes in its investments are generally accomplished gradually, though short-term transactions may occasionally be made. Higher portfolio turnover may involve correspondingly greater transaction costs in the form of dealer spreads or brokerage commissions. It may also result in the realization of net capital gains, which are taxable when distributed to shareholders, unless the shareholder is exempt from taxation or his or her account is tax-favored.
The funds portfolio turnover rates for the fiscal years ended June 30, 2017 and 2016 were 46% and 48%, respectively. The portfolio turnover rate would equal 100% if each security in a funds portfolio were replaced once per year. See Financial highlights in the prospectus for the funds annual portfolio turnover rate for each of the last five fiscal years.
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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 funds net assets unless otherwise noted. In managing the fund, the funds 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 funds investments would be
concentrated in any particular industry.
2. Invest for management or control. The fund may not invest in companies for the purpose of exercising control or management.
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Additional information about the fundamental policies The information below is not part of the fund's fundamental policies. This information is intended to provide a summary of what is currently required or permitted by the 1940 Act and the rules and regulations thereunder, or by the interpretive guidance thereof by the SEC or SEC staff, for particular fundamental policies of the fund.
For purposes of fundamental policy 1a, the fund may borrow money in amounts of up to 33-1/3% of its total assets from banks for any purpose, and may borrow up to 5% of its total assets from banks or other 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). The percentage limitations in this policy are considered at the time of borrowing and thereafter.
For purposes of fundamental policies 1a and 1e, the fund may borrow money from, or loan money to, other funds managed by the investment adviser or its affiliates to the extent permitted by applicable law and an exemptive order issued by the SEC.
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 mortgage-dollar-roll transactions, sale-buybacks, when-issued, delayed-delivery, or forward commitment transactions, swap agreements, options and futures on securities or securities indexes and other similar trading practices, by segregating or earmarking liquid assets or by maintenance of an appropriate offsetting position equal in value to the amount of the funds 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 Securities Act of 1933 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, except through the purchase of debt obligations or the use of repurchase agreements.
For purposes of fundamental policy 1f, the fund may not invest more than 25% of its total assets in the securities of issuers in the same industry, unless it specifies that it intends to do so. 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.
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Nonfundamental policies Under normal market conditions, the fund invests at least 80% of its net assets in developing country securities as discussed in this section (developing country securities). The fund invests principally in securities of issuers in countries that have securities markets designated for investment by the funds investment adviser (Qualified Markets). Exchanges or over the counter markets in which the securities are traded may be either within or outside the issuers domicile country, and the securities may be listed or traded in the form of American Depositary Receipts, Global Depositary Receipts, International Depositary Receipts or other types of depositary receipts. The fund may invest in securities of issuers that are not in developing countries, provided that at least 75% of such issuers assets are in developing countries, or such issuers derive or expect to derive at least 75% of their total revenue or profits from goods or services produced in or sales made in developing countries. The fund may invest a portion of its net assets (not to exceed 15%) in securities of issuers that are not in developing countries but that have or will have substantial assets (between 50% and 75%) in developing countries, and/or derive or expect to derive a substantial proportion (between 50% and 75%) of their total revenue or profit from goods or services produced in, or sales made in, developing countries.
The funds investment adviser will select Qualified Markets for primary investment by the fund taking into account, among other factors, market liquidity, the availability of information about the market and the impact of applicable government regulation, including fiscal and foreign exchange repatriation rules. As of the date of this statement of additional information, the markets in the following countries had been designated as Qualified Markets: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hong Kong, Hungary, India, Indonesia, Jordan, Kazakhstan, Malaysia, Mexico, Morocco, Pakistan, Peru, the Philippines, Poland, Qatar, Russia, Saudi Arabia, South Africa, South Korea, Sri Lanka, Taiwan, Thailand, Turkey, United Arab Emirates, and Venezuela. The list of Qualified Markets will be revised as additional markets are determined by the investment adviser to be appropriate, or as existing markets may no longer be deemed qualified for investment by the fund based on the foregoing factors.
The fund may invest up to 10% of the funds net assets in securities of issuers that are in a developing country but not in a Qualified Market (nonqualified market developing country securities) (or investment companies that invest solely in nonqualified market developing country securities).
The fund seeks a portfolio that is diversified both geographically and by industry sector. A variety of issuers are evaluated by the funds investment adviser in seeking diversification, and such evaluations generally focus on past performance and comparisons of the issuer with other companies in its industry or country, detailed investigation into the current operations and future plans of the issuer, and other relevant factors.
The fund will not purchase any security (other than marketable obligations of a national government or its agencies or instrumentalities) if as a result, investments in a single issuer would exceed 10% of the funds net assets.
The fund may invest a portion of its portfolio (not to exceed 15% of net assets) in fixed income securities of developing country governments and corporations. Such investments are considered by the fund to be developing country securities, and could involve, for example, the purchase of bonds issued at a high rate of interest in circumstances where the government of a developing country employs programs to reduce inflation, resulting in a decline in interest rates and an increase in the market value of such bonds. Fixed income instruments include loan participations, which involve the purchase of a portion of one or more loans advanced by a lender (such as a bank) to a corporate or sovereign borrower.
The fund also may invest in shares of other investment companies that invest in one or more Qualified Markets. To the extent the fund invests in other investment companies, the funds shareholders will
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bear not only their proportionate share of expenses of the fund (including operating expenses and the fees of the investment adviser), but also will bear indirectly similar expenses of the underlying investment companies.
The fund may also invest in shares of investment companies for which the investment adviser or an affiliate of the investment adviser serves as manager. The fund has received an SEC exemptive order permitting the fund to invest in Capital International Private Equity Fund IV, L.P., a global private equity fund that has been organized by the investment adviser. With respect to investments in an investment company advised by the investment adviser or an affiliate thereof, the investment adviser waives the portion of its management fees directly charged to the fund that is attributable to those investments. To do so, when calculating its management fee, the investment adviser subtracts from the funds net assets the value that such acquired funds use to calculate their respective management fees which are indirectly borne by the fund (e.g., commitment amount or invested cost).
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Management of the fund
Board of directors and officers
Independent directors 1
The funds nominating committee and board select independent directors 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 funds 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 directors 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 funds board and committee structure and who have the ability and willingness to dedicate sufficient time to effectively fulfill their duties and responsibilities.
Each independent director 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 funds independent directors draw in connection with their service, the following table summarizes key experience for each independent director. These references to the qualifications, attributes and skills of the directors are pursuant to the disclosure requirements of the SEC, and shall not be deemed to impose any greater responsibility or liability on any director or the board as a whole. Notwithstanding the accomplishments listed below, none of the independent directors is considered an expert within the meaning of the federal securities laws with respect to information in the funds registration statement.
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Name,
year of birth
and position with fund (year first elected as a director 2 ) |
Principal
occupation(s) during the past five years |
Number
of
portfolios in fund complex 3 overseen by director |
Other
directorships
4
held by director during the past five years |
Other relevant experience |
Joseph
C. Berenato, 1946
Director (2016) |
Former Chairman and CEO, Ducommun Incorporated (aerospace components manufacturer) | 16 | Former Director of Ducommun Incorporated (until 2017) |
· Service as chief financial officer, aerospace components manufacturer · Senior corporate management experience, corporate banking · Corporate board experience · Service as director, Los Angeles Branch of the Federal Reserve Bank of San Francisco · Service on trustee board for educational organizations · MBA, finance, MA, English, BS, engineering |
Richard
G. Capen, Jr., 1934
Director (2016) |
Corporate director and author | 10 | None |
· Service as publisher and chief executive officer, newspaper publishing company · Senior management experience · Corporate board experience · Former Assistant Secretary of Defense for Legislative Affairs · Former U.S. Ambassador to Spain |
Emerging Markets Growth Fund Page 23
Name,
year of birth
and position with fund (year first elected as a director 2 ) |
Principal
occupation(s) during the past five years |
Number
of
portfolios in fund complex 3 overseen by director |
Other
directorships
4
held by director during the past five years |
Other relevant experience |
Vanessa
C.L. Chang, 1952
Director (2016) |
Director, EL & EL Investments (real estate) | 17 |
Edison
International;
Sykes Enterprises; Transocean Ltd. |
· Service as a chief executive officer, insurance-related (claims/dispute resolution) internet company · Senior management experience, investment banking · Former partner, public accounting firm · Corporate board experience · Service on advisory and trustee boards for charitable, educational and nonprofit organizations · Former member of the Governing Council of the Independent Directors Council · CPA (inactive) |
Emerging Markets Growth Fund Page 24
Name,
year of birth
and position with fund (year first elected as a director 2 ) |
Principal
occupation(s) during the past five years |
Number
of
portfolios in fund complex 3 overseen by director |
Other
directorships
4
held by director during the past five years |
Other relevant experience |
H.
Frederick Christie, 1933
Director (2016) |
Private investor | 10 | None |
· Service as chairman and chief executive officer, non-utility holding company · Service as president and chief financial officer, utility company · Senior corporate management experience · Service on trustee board of charitable organization · MBA, management |
Richard
G. Newman, 1934
Chairman of the Board (Independent and Non-Executive) (2016) |
Founder and Chairman Emeritus, AECOM Technology Corporation (global engineering, consulting and professional technical services) | 10 | Former director of AECOM Technology Corporation (until 2015) |
· Service as chief executive officer for multiple international companies · Experience as an engineer · Experience in global mergers and acquisitions and business · MS, civil engineering |
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Interested directors 5
Interested directors have similar qualifications, skills and attributes as the independent directors. Interested directors are senior executive officers of Capital International, Inc. or its affiliates. This management role also permits them to make a significant contribution to the funds board.
Name,
year of birth
and position with fund (year first elected as a director/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 in fund complex 3 overseen by director |
Other
directorships
4
held by director during the past five years |
Paul
F. Roye, 1953
Vice Chairman of the Board (2016) |
Senior Vice President and Senior Counsel Fund Business Management Group, Capital Research and Management Company*; Director, Capital Research and Management Company* | 11 | None |
Emerging Markets Growth Fund Page 26
Other officers
Name,
year of birth
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 |
Victor
D. Kohn, 1957
President (1996) |
President and Director, Capital International, Inc.; Partner Capital International Investors, Capital Research and Management Company*; Partner Capital International Investors, Capital Bank and Trust Company* |
Shaw
B. Wagener, 1959
Senior Vice President (1997) |
Chairman of the Board, Capital International, Inc.; Partner Capital International Investors, Capital Research and Management Company*; Chairman of the Board, Capital Group International, Inc.*; Director, Capital Group Private Markets, Inc.* |
Timothy
W. McHale, 1978
Vice President (2016) |
Vice President and Senior Counsel Fund Business Management Group, Capital Research and Management Company*; Secretary, American Funds Distributors, Inc.* |
F.
Chapman Taylor, 1959
Vice President (2011) |
Partner Capital International Investors, Capital Research and Management Company* |
Courtney
R. Taylor, 1975
Secretary (2016) |
Assistant Vice President Fund Business Management Group, Capital Research and Management Company* |
Gregory
F. Niland, 1971
Treasurer (2016) |
Vice President - Investment Operations, Capital Research and Management Company* |
Susan
K. Countess, 1966
Assistant Secretary (2016) |
Associate Fund Business Management Group, Capital Research and Management Company* |
Brian
C. Janssen, 1972
Assistant Treasurer (2015) |
Vice President Investment Operations, Capital Research and Management Company* |
* Company affiliated with Capital International, Inc..
1 The term independent director refers to a director who is not an interested person of the fund within the meaning of the 1940 Act.
2 Directors and officers of the fund serve until their resignation, removal or retirement.
3 "Fund complex" consists of the fund, Capital Group Emerging Markets Total Opportunities Fund, the Capital Group Private Client Services Funds and funds in the American Funds family of funds, all of which are managed by the investment adviser or an affiliate.
4 This includes all directorships/trusteeships (other than those in the fund or other funds managed by Capital International, Inc. or its affiliates) that are held by each director as a director/trustee of a public company or a registered investment company. Unless otherwise noted, all directorships/trusteeships are current.
5 The term interested director refers to a director who is an interested person of the fund within the meaning of the 1940 Act, on the basis of his or her affiliation with the funds investment adviser, Capital International, Inc., or affiliated entities (including the fund's principal underwriter).
The address for all directors and officers of the fund is 333 South Hope Street, 55th Floor, Los Angeles, California 90071, Attention: Secretary.
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Fund shares owned by independent directors as of December 31, 2016:
Name |
Dollar
range
1
of fund shares owned |
Aggregate
dollar
range 1 of shares owned in all funds in family of funds overseen by director 2 |
Aggregate
dollar
range 1 of shares owned in fund complex overseen by director 3 |
Independent directors | |||
Joseph C. Berenato | None | Over $100,000 | Over $100,000 |
Richard G. Capen, Jr. | None | Over $100,000 | Over $100,000 |
Vanessa C. L. Chang | None | $10,001-$50,000 | Over $100,000 |
H. Frederick Christie | None | Over $100,000 | Over $100,000 |
Richard G. Newman | $50,001 $100,000 | Over $100,000 | Over $100,000 |
Fund shares owned by interested directors as of December 31, 2016
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 directors include shares owned through The Capital Group Companies, Inc. retirement savings plan.
2 "Family of funds" consists of the fund, Capital Group Emerging Markets Total Opportunities Fund and the Capital Group Private Client Services Funds , all of which are managed by the investment adviser or an affiliate.
3 "Fund complex" consists of the fund, Capital Group Emerging Markets Total Opportunities Fund, the Capital Group Private Client Services Funds and funds in the American Funds family of funds, all of which are managed by the investment adviser or an affiliate.
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Director compensation No compensation is paid by the fund to any director who is a director, officer or employee of the investment adviser or its affiliates. Except for the independent directors listed in the Board of directors and officers Independent directors table under the Management of the fund section in this statement of additional information, all other officers and directors of the fund are directors, officers or employees of the investment adviser or its affiliates. The fund pays each independent director an annual fee of $26,513. Board and committee chairs receive additional fees for their services. Independent directors also receive attendance fees for certain special joint meetings and information sessions with directors and trustees of other groupings of funds advised by the investment adviser or its affiliates. The fund and the other funds served by each independent director each pay a portion of these attendance fees. No pension or retirement benefits are accrued as part of fund expenses.
Director compensation earned during the fiscal year ended June 30, 2017 1 :
Name |
Aggregate
compensation
from the fund |
Total
compensation
from all funds in the fund complex 2 |
Joseph C. Berenato | $13,775 | $361,550 |
Richard G. Capen, Jr. | 15,639 | 68,175 |
Vanessa C. L. Chang | 13,775 | 350,800 |
H. Frederick Christie | 15,225 | 65,925 |
Richard G. Newman | 16,157 | 70,675 |
1 Board of directors was elected effective December 9, 2016.
2 "Fund complex" consists of the fund, Capital Group Emerging Markets Total Opportunities Fund, Capital Group Private Client Services Funds and funds in the American Funds family of funds, all of which are managed by the investment adviser or an affiliate.
Fund organization and the board of directors The fund, an open-end, diversified management investment company, is a corporation that was organized under Maryland law on March 10, 1986, for the purpose of investing in developing country securities. Although the board of directors has delegated day-to-day oversight to the investment adviser, all fund operations are supervised by the funds board of directors which meets periodically and performs duties required by applicable state and federal laws.
Under Maryland law, the business affairs of a fund are managed under the direction of the board of directors, and all powers of the fund are exercised by or under the authority of the board except as reserved to the shareholders by law or the funds charter or by-laws. Maryland law requires each director to perform his/her duties as a director, including his/her duties as a member of any board committee on which he/she serves, in good faith, in a manner he/she reasonably believes to be in the best interest of the fund, and with the care that an ordinarily prudent person in a like position would use under similar circumstances.
Independent board members are paid certain fees for services rendered to the fund as described above.
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 may bear different transfer agent fees and other expenses properly attributable to the particular class as approved by the board of directors and set forth in the funds rule 18f-3 Plan. Each class shareholders have exclusive voting rights on 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. In addition, the directors have the authority to establish new funds and classes of shares,
Emerging Markets Growth Fund Page 29
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. At the request of the holders of at least 10% of the shares, the fund will hold a meeting at which any member of the board could be removed by a vote of at least 75% of the votes entitled to be cast.
The funds articles of incorporation, as amended and restated, and by-laws, as well as separate indemnification agreements with independent directors, provide in effect that, subject to certain conditions, the fund will indemnify its officers and directors against liabilities or expenses actually and reasonably incurred by them relating to their service to the fund. However, directors 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.
Leadership structure The boards chair is currently an independent director 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 chairs duties include, without limitation, generally presiding at meetings of the board, approving board meeting schedules and agendas, leading meetings of the independent directors in executive session, facilitating communication with committee chairs, and serving as the principal independent director contact for fund management and counsel to the independent directors and the fund.
Risk oversight Day-to-day management of the fund, including risk management, is the responsibility of the funds contractual service providers, including the funds investment adviser, principal underwriter/distributor and transfer agent. Each of these entities is responsible for specific portions of the funds operations, including the processes and associated risks relating to the funds investments, integrity of cash movements, financial reporting, operations and compliance. The board of directors 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 funds service providers, including risks. For example, the board receives reports from investment professionals regarding risks related to the funds investments and trading. The board also receives compliance reports from the funds and the investment advisers chief compliance officers addressing certain areas of risk.
Committees of the funds board also explore risk management procedures in particular areas and then report back to the full board. For example, the funds audit committee oversees the processes and certain attendant risks relating to financial reporting, valuation of fund assets, and related controls.
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 funds objectives. As a result of the foregoing and other factors, the ability of the funds service providers to eliminate or mitigate risks is subject to limitations.
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Committees of the board of directors The fund has an audit committee comprised of all of the independent directors. The committee provides oversight regarding the funds accounting and financial reporting policies and practices, its internal controls and the internal controls of the funds principal service providers. The committee acts as a liaison between the funds independent registered public accounting firm and the full board of directors. The audit committee held three meetings during the 2017 fiscal year.
The fund has a contracts committee comprised of all of the independent directors. The committees 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 and other service providers, such as the Investment Advisory and Service Agreement, Principal Underwriting Agreement, and Administrative Services Agreement. The contracts committee held one meeting during the 2017 fiscal year.
The fund has a nominating committee comprised of all of the independent directors. The committee periodically reviews such issues as the boards composition, responsibilities, committees, compensation and other relevant issues, and recommends any appropriate changes to the full board of directors. The committee also evaluates, selects and nominates independent director candidates to the full board of directors. 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 committee of the fund, addressed to the funds 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 committee held two meetings during the 2017 fiscal year.
Proxy voting policies and procedures The investment adviser votes the proxies of securities held by the fund according to the investment advisers proxy voting policy and procedures (as stated below), which have been adopted by the funds board of directors. In addition, information relating to how the fund voted proxies during the most recent twelve month period ending June 30 is available ( i ) without charge, upon request, by calling (800) 421-4989 or ( ii ) on the SECs website at www.sec.gov.
Policy The investment adviser, a U.S. based investment adviser, provides investment management services to clients including institutional retirement plans and U.S and non-U.S. investment funds. The investment adviser considers proxy voting an important part of those management services, and as such, the investment adviser seeks to vote all proxies of securities held in client accounts for which it has proxy voting authority in the best interest of those clients. The procedures that govern this activity are reasonably designed to ensure that proxies are voted in the best interest of the investment advisers clients.
Fiduciary responsibility and long-term shareholder value The investment advisers fiduciary obligation to manage its accounts in the best interest of its clients extends to proxy voting. When voting proxies, the investment adviser considers those factors that would affect the value of its clients investment and acts solely in the interest of, and for the exclusive purpose of providing benefits to, its clients. As required by ERISA, the investment adviser votes proxies solely in the interest of the participants and beneficiaries of retirement plans and does not subordinate the interest of participants and beneficiaries in their retirement income to unrelated objectives.
The investment adviser believes the best interests of clients are served by voting proxies in a way that maximizes long-term shareholder value. Therefore, the investment professionals responsible for voting proxies have the discretion to make the best decision given the individual facts and circumstances of each issue. Proxy issues are evaluated on their merits and
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considered in the context of the analysts knowledge of a company, its current management, managements past record, and the investment advisers general position on the issue. In addition, many proxy issues are reviewed and voted on by a proxy voting committee comprised primarily of investment professionals, bringing a wide range of experience and views to bear on each decision.
As the management of a portfolio company is responsible for its day-to-day operations, the investment adviser believes that management, subject to the oversight of the relevant board of directors, is often in the best position to make decisions that serve the interests of shareholders. However, the investment adviser votes against management on proposals where it perceives a conflict may exist between management and client interests, such as those that may insulate management or diminish shareholder rights. The investment adviser also votes against management in other cases where the facts and circumstances indicate that the proposal is not in its clients best interests.
Special review From time to time the investment adviser may vote a ) on proxies of portfolio companies that are also clients of the investment adviser or its affiliates, b ) on shareholder proposals submitted by clients, or c ) on proxies for which clients have publicly supported or actively solicited the investment adviser or its affiliates to support a particular position. When voting these proxies, the investment adviser analyzes the issues on their merits and does not consider any client relationship in a way that interferes with its responsibility to vote proxies in the best interest of its clients. The investment advisers Special Review Committee (SRC) reviews certain of these proxy decisions for improper influences on the decision-making process and takes appropriate action, if necessary.
Proxy review process Associates on the proxy voting team in the investment advisers Portfolio Control department or the private equity operations team with respect to the private equity funds managed by the investment adviser are responsible for coordinating the voting of proxies. These associates work with outside proxy voting service providers and custodian banks and are responsible for coordinating and documenting the internal review of proxies.
The proxy voting team or the private equity operations team reviews each proxy ballot for standard and non-standard items. Standard proxy items are typically voted with management unless the research analyst who follows the company or a member of an investment or proxy voting committee requests additional review. Standard items currently include the uncontested election of directors, ratifying auditors, adopting reports and accounts, setting dividends and allocating profits for the prior year and certain other administrative items. All other items are voted in accordance with the decision of the analyst, portfolio managers, investment specialists, the appropriate proxy voting committee or the full investment committee(s) depending on the parameters determined by those investment committee(s) from time to time. Various proxy voting committees specialize in regional mandates and review the proxies of portfolio companies within their mandates. The proxy voting committees are typically comprised primarily of members of the investment advisers and its institutional affiliates investment committees and their activity is subject to oversight by those committees.
The investment adviser seeks to vote all of its clients proxies. In certain circumstances, the investment adviser may decide not to vote a proxy because the costs of voting outweigh the benefits to its clients (e.g., when voting could lead to share blocking where the investment adviser wishes to retain flexibility to trade shares). In addition, proxies with respect to securities on loan through client directed lending programs are not available to the investment adviser to vote and therefore are not voted.
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Proxy voting guidelines The investment adviser has developed proxy voting guidelines that reflect its general position and practice on various issues. To preserve the ability of decision makers to make the best decision in each case, these guidelines are intended only to provide context and are not intended to dictate how the issue must be voted. The guidelines are reviewed and updated as necessary, but at least annually, by the appropriate proxy voting and investment committees.
The investment advisers general position related to corporate governance, capital structure, stock option and compensation plans and social and corporate responsibility issues is reflected below.
Corporate governance The investment adviser supports strong corporate governance practices. It generally votes against proposals that serve as anti-takeover devices or diminish shareholder rights, such as poison pill plans and supermajority vote requirements, and generally supports proposals that encourage responsiveness to shareholders, such as initiatives to declassify the board or establish a majority voting standard for the election of the board of directors. Mergers and acquisitions, reincorporations and other corporate restructurings are considered on a case-by-case basis, based on the investment merits of the proposal.
Capital structure The investment adviser generally supports increases to capital stock for legitimate financing needs. It generally does not support changes in capital stock that can be used as an anti-takeover device, such as the creation of or increase in blank-check preferred stock or of a dual class capital structure with different voting rights.
Stock-related remuneration plans The investment adviser supports the concept of stock-related compensation plans as a way to align employee and shareholder interests. However, plans that include features which undermine the connection between employee and shareholder interests generally are not supported. When voting on proposals related to new plans or changes to existing plans, the investment adviser considers, among other things, the following information to the extent it is available: the exercise price of the options, the size of the overall plan and/or the size of the increase, the historical dilution rate, whether the plan permits option repricing, the duration of the plan, and the needs of the company. Additionally, the investment adviser supports option expensing in theory and will generally support shareholder proposals on option expensing if such proposal language is non-binding and does not require the company to adopt a specific expensing methodology.
Corporate social responsibility The investment adviser votes on these issues based on the potential impact to the value of its clients investment in the portfolio company.
Special review procedures If a research analyst has a personal conflict in making a voting recommendation on a proxy issue, he or she must disclose such conflict, along with his or her recommendation. If a member of the proxy voting committee has a personal conflict in voting the proxy, he or she must disclose such conflict to the appropriate proxy voting committee and must not vote on the issue.
Clients representing 0.0025 or more of assets under investment management across all affiliates owned by The Capital Group Companies, Inc., (the investment advisers indirect parent company), are deemed to be Interested Clients. Each proxy is reviewed to determine whether the portfolio company, a proponent of a shareholder proposal, or a known supporter of a particular proposal is an Interested Client. If the voting decision for a proxy involving an
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Interested Client is against such client, then it is presumed that there was no undue influence in favor of the Interested Client. If the decision is in favor of the Interested Client, then the decision, the rationale for such decision, information about the client relationship and all other relevant information is reviewed by the SRC. The SRC reviews such information in order to identify whether there were improper influences on the decision-making process so that it may determine whether the decision was in the best interest of the investment advisers clients.
Based on its review, the SRC may accept or override the decision, or determine another course of action. The SRC is comprised of senior representatives from the investment advisers and its institutional affiliates investment and legal groups and does not include representatives from the marketing department.
Any other proxy will be referred to the SRC if facts or circumstances warrant further review.
In cases where the investment adviser has discretion to vote proxies for shares issued by an affiliated mutual fund, the investment adviser will instruct that the shares be voted in the same proportion as votes cast by shareholders for whom the investment adviser does not have discretion to vote proxies.
Proxy voting record Upon client request, the investment adviser will provide reports of its proxy voting record as it relates to the securities held in the clients account(s) for which the investment adviser has proxy voting authority.
Annual assessment The investment adviser will conduct an annual assessment of this proxy voting policy and related procedures and will notify clients for which it has proxy voting authority of any material changes to the policy.
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 August 1, 2017.
Name and address | Ownership | Ownership percentage |
State
Farm
Bloo m i n gto n , IL 61710-0001 |
Recor
d
1
Beneficial 2 |
52.28% |
C
a
p
ital
Gro
u
p
P
rivate
C
lie
n
t
Services
A
cco
un
ts
Irvi n e, C A 92618-4518 |
Recor d | 8.02% |
Johnson
& Johnson Master Retirement Plan
New Brunswick, NJ |
Bene ficial | 6.54% |
1 Sh are h ol d ers of re c o rd :
State Farm Employee Retirement Trust, 22.96%
State Farm Mutual Automobile Insurance Company, 29.32%
2 State Farm, which is an insurance company organized under the laws of Illinois, has authority to vote for the above accounts, which combined represent more than 25% of the funds voting securities. State Farm is therefore considered a control person of the fund. In the event a shareholder vote is required, State Farm could control the vote, depending on its ownership interest at the time.
As of August 1, 2017, the officers and directors of the fund, as a group, owned beneficially or of record 2.51% of the outstanding shares of the fund, including amounts held through The Capital Group Companies, Inc. retirement savings plan.
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Investment adviser Capital International, Inc., the funds investment adviser, is located at 11100 Santa Monica Boulevard, 15 th Floor, Los Angeles, California 90025-3384, 333 South Hope Street, Los Angeles, California 90071-1406, 400 South Hope Street, Los Angeles, California 90071-2801 and 6455 Irvine Center Drive, Irvine, California 92618-4518. The investment adviser was organized under the laws of California in 1987 and is registered with the SEC under the Investment Advisers Act of 1940. It is a wholly owned subsidiary of The Capital Group Companies, Inc., a holding company for several investment management subsidiaries. The investment adviser, which is deemed under the Commodity Exchange Act (the CEA) to be the operator of the fund, has claimed an exclusion from the definition of the term commodity pool operator under the CEA with respect to the fund and therefore, is not subject to registration or regulation as such under the CEA with respect to the fund.
The investment adviser has full access to the research of its investment management affiliates. The investment management and research staffs of the investment adviser and its affiliates operate from various offices, including Beijing, Geneva, Hong Kong, London, Los Angeles, Mumbai, New York, San Francisco, Singapore, Tokyo, Toronto, and Washington D.C. The investment adviser and its affiliates gather extensive information on emerging securities markets and potential investments through a number of sources, including investigations of the operations of particular issuers and personal discussions with their management.
Capital International, Inc. and its affiliates manage equity assets through three equity investment groups and fixed-income assets through a fixed-income investment group, Capital Fixed Income Investors. The three equity investment groups Capital World Investors, Capital Research Global Investors and Capital International Investors make investment decisions independently of one another. Investment professionals within Capital International Investors manage the assets of the fund.
The investment adviser has adopted policies and procedures that address issues that may arise as a result of an investment professionals management of the fund and other funds and accounts. Potential issues could involve allocation of investment opportunities and trades among funds and accounts, personal investing activities, 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, the investment analysts may make investment decisions with respect to a portion of the fund's portfolio within their research coverage.
Portfolio managers and investment analysts are paid competitive salaries by Capital International, Inc. 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 individuals 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 one-, three-, five- and eight-year periods, with increasing weight placed on each succeeding measurement period. For portfolio managers, benchmarks may include measures of the marketplaces in which the fund invests and measures of the results of comparable mutual funds or consultant universe measures of comparable institutional accounts. For investment analysts, benchmarks may include relevant market measures and appropriate industry or sector indexes reflecting their areas of expertise. Capital International, Inc. makes periodic subjective assessments of analysts contributions to the investment process and this is an element of their overall compensation. The investment results of the funds portfolio managers may be measured against one or more benchmarks, depending on his or her
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investment focus, such as: MSCI Emerging Market Investable Market Index, a median of a customized Emerging Markets Competitive Universe compiled from eVestment Alliance, a customized Emerging Markets Funds Index based on Lipper Emerging Markets Index and MSCI Emerging Markets Asia Investable Market Index. From time to time, Capital International, Inc. may adjust or customize these benchmarks to better reflect the universe of comparably managed funds or accounts 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 International, Inc. or its affiliates.
The following table reflects information as of June 30, 2017:
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) 2 |
Number
of other accounts for which portfolio manager is a manager (assets of other accounts in billions) 2,3 |
|||
Victor D. Kohn |
Over $1,000,000 |
None | 5 | $3.45 | 2 4 | $1.15 | |
Shaw B. Wagener |
Over $1,000,000 |
2 | $3.0 | 8 | $6.21 | None | |
F. Chapman Taylor |
Over $1,000,000 |
1 | $2.8 | 4 | $2.47 | 1 | $0.14 |
Ricardo V. Torres | $100,001 $500,000 | 1 | $0.2 | 7 | $5.98 | 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 savings plan.
2 Indicates other RIC(s), PIV(s) and other accounts for which the portfolio manager also has significant day to day management responsibilities. Assets noted are the total net assets of the RIC(s), PIV(s) and other accounts and are not the total assets managed by the individual, which is a substantially lower amount. None of RIC(s), PIV(s) or other accounts has an advisory fee that is based on performance unless otherwise noted.
3 Personal brokerage accounts of portfolio managers and their families are not reflected. Assets noted are the total net assets of the accounts and are not the total assets managed by the individual, which is a substantially lower amount.
4 The advisory fee of one of these accounts (representing $93 million in total assets) is based partially on its investment results.
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Investment Advisory and Service Agreement The Investment Advisory and Service Agreement (the Agreement) between the fund and the investment adviser will continue in effect until July 31, 2018, 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 directors, 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 directors 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 or duties 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).
Under the Agreement, the investment adviser makes investment decisions and supervises the acquisition and disposition of securities by the fund, all in accordance with the funds investment objective and policies and under the general supervision of the funds board of directors. In addition, the investment adviser provides information to the funds board of directors to assist the board in identifying and selecting qualified markets. The investment adviser also provides and pays the compensation and travel expenses of the funds officers and directors of the fund who are affiliated with the investment adviser; maintains or causes to be maintained for the fund all required books and records, and furnishes or causes to be furnished all required reports or other information (to the extent such books, records, reports and other information are not maintained or furnished by the funds custodian or other agents); determines the net asset value of the funds shares as required; and supplies the fund with office space. The fund pays all of its expenses of operation including, without limitation, custodian, stock transfer and dividend disbursing fees and expenses; costs of preparing, printing and mailing reports, prospectuses, proxy statements and notices to its shareholders; taxes; expenses of the issuance, sale or repurchase of shares (including registration and qualification expenses); legal and auditing fees and expenses and fees of legal representatives; compensation fees and expenses (including travel expenses) of directors of the fund who are not affiliated with the investment adviser; and costs of insurance, including any directors and officers liability insurance and fidelity bonding, and any extraordinary expenses, including litigation costs.
As compensation for its services, the investment adviser receives from the fund a monthly fee, payable in U.S. dollars, calculated at the following annual rates of the funds average net assets:
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Effective January 1, 2017, this fee is calculated and accrued daily. For the fiscal years ended June 30, 2017, 2016 and 2015, the investment adviser received from the fund management fees of $18,782,000, $25,320,000 and $36,932,000, respectively.
Administrative services The investment adviser and its affiliates provide certain administrative services for shareholders of the funds Class F-3 and R-6 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 funds Class F-3 and R-6 shares. The Administrative Agreement will continue in effect until July 31, 2018, 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 funds 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 .05% of the average daily net assets of the fund attributable to Class F-3 and R-6 shares for administrative services. Administrative services fees are paid monthly and accrued daily.
As of the fiscal year ended June 30, 2017, no administrative services fees were paid since the Class F-3 and R-6 shares began investment operations on September 1, 2017.
Principal Underwriter American Funds Distributors, Inc. (the Principal Underwriter) is the principal underwriter of the funds shares. However, it does not receive any revenue from any sales of the funds 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 does not receive any compensation related to the sale of shares of the fund.
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Execution of portfolio transactions
The investment adviser places orders with broker-dealers for the funds 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 funds 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 execution and settlement, the broker-dealers or execution venues 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 investment adviser and its affiliates negotiate commission rates with broker-dealers based on what they believe is necessary to obtain best execution. They seek, on an ongoing basis, to determine what the reasonable levels of commission rates are in the marketplace in respect of both execution and research taking various considerations into account, including the extent to which a broker-dealer has put its own capital at risk, historical commission rates, commission rates that other institutional investors are paying, and the provision of brokerage and research products and services. 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. Brokerage commissions are only a small part of total execution costs and other factors, such as market impact and speed of execution, contribute significantly to overall transaction costs.
The investment adviser may execute portfolio transactions with broker-dealers who provide certain brokerage and/or investment research services to it, either directly or through a commission sharing arrangement, but only when in the investment advisers 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 advisers 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.
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The investment adviser may pay commissions in excess of what other broker-dealers might have charged for certain portfolio transactions in recognition of brokerage and/or investment research services. 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 the investment adviser and its affiliates to cause an account to pay a higher commission to a broker-dealer to compensate the broker-dealer or another service provider for certain brokerage and/or investment research services provided to the investment adviser and its affiliates, if the investment adviser and each affiliate makes a good faith determination that such commissions are reasonable in relation to the value of the services provided by such broker-dealer to the investment adviser and its affiliates in terms of that particular transaction or the investment advisers 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 and its affiliates assess the reasonableness of commissions in light of the total brokerage and investment research services provided to the investment adviser and its affiliates. Further, investment research services may be used by all investment associates of the investment adviser and its affiliates, regardless of whether they advise accounts with trading activity that generates eligible commissions.
In accordance with their internal brokerage allocation procedure, the investment adviser and its affiliates periodically assess the brokerage and investment research services provided by each broker-dealer and each other service provider from which they receive such services. As part of its ongoing relationships, the investment adviser and its affiliates routinely meet with firms to discuss the level and quality of the brokerage and research services provided, as well as the value and cost of such services. In valuing the brokerage and investment research services the investment adviser and its affiliates receive from broker-dealers and other research providers in connection with its good faith determination of reasonableness, the investment adviser and its affiliates take various factors into consideration, including the quantity, quality and usefulness of the services to the investment adviser and its affiliates. Based on this information and applying their judgment, the investment adviser and its affiliates set an annual research budget.
Research analysts and portfolio managers periodically participate in a research poll to determine the usefulness and value of the research provided by individual broker-dealers and research providers. Based on the results of this research poll, the investment adviser and its affiliates may, through commission sharing arrangements with certain broker-dealers, direct a portion of commissions paid to a broker-dealer to be used to compensate the broker-dealer for proprietary research or to be paid to a third-party research provider for research it has provided.
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 investment division within the adviser and its affiliates 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.
An affiliate of the investment adviser currently owns an interest in IEX Group and Luminex Trading and Analytics. The investment adviser may place orders on these or other exchanges or alternative trading systems in which it, or one of its affiliates, has an ownership interest, provided such ownership interest is less than five percent of the total ownership interests in the entity. The investment adviser is subject to the same best execution obligations when trading on any such exchange or alternative trading system.
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Purchase and sale transactions may be effected directly among and between certain funds or accounts advised by the investment adviser or its affiliates, including the fund. The investment adviser maintains cross-trade policies and procedures and places a cross-trade only when such a trade is in the best interest of all participating clients and is not prohibited by the participating funds or accounts investment management agreement or applicable law.
The investment adviser may place orders for the funds 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 funds 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 contracts. The fund may incur additional fees in connection with the purchase or sale of certain contracts.
Brokerage commissions paid on the funds portfolio transactions, including investment dealer concessions on underwritings, if applicable, for the fiscal years ended June 30, 2017, 2016 and 2015 amounted to $3,835,000, $5,475,000 and $6,928,000, respectively. The volume of trading activity decreased during the year, resulting in a decrease in brokerage commissions paid on portfolio transactions. With respect to fixed-income securities, brokerage commissions include explicit investment dealer concessions and may exclude other transaction costs which may be reflected in the spread between the bid and ask price.
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 funds portfolio transactions during the funds 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 funds 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 funds most recently completed fiscal year.
At the end of the funds most recent fiscal year, the fund did not hold securities of any of its regular broker-dealers.
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Disclosure of portfolio holdings
The investment adviser, on behalf of the fund, has adopted policies and procedures with respect to the disclosure of information about the funds portfolio holdings. These policies and procedures have been reviewed by the funds board of directors and compliance will be periodically assessed by the board in connection with reporting from the funds Chief Compliance Officer.
Under this policy, summary reports containing information regarding the funds twenty largest equity holdings, dated as of the end of each calendar month, will be made available to all institutional shareholders no earlier than the tenth business day after the end of each month. Additionally, the funds complete list of portfolio holdings, dated as of the end of each calendar month, will be provided to shareholders and their respective service providers, upon their request, no earlier than the tenth business day after the end of such month. Shareholders may access this information on a website maintained by the funds transfer agent through a secure login, or they may request this information from the investment adviser. This information, however, may be disclosed earlier to affiliated persons of the fund (including the funds board members and officers, and certain personnel of the investment adviser and its affiliates) and certain service providers (such as the funds custodian and outside counsel) for legitimate business and oversight purposes.
Affiliated persons of the fund as described above who receive portfolio holding information are subject to restrictions and limitations on the use and handling of such information pursuant to a code of ethics, including requirements to maintain the confidentiality of such information, pre-clear securities trades and report securities transactions activity, as applicable. Third-party service providers of the fund receiving such information are subject to confidentiality obligations.
Neither the fund nor the investment adviser or any of their affiliates receives compensation or other consideration in connection with the disclosure of information about portfolio holdings. Additionally, other than the persons described above, the funds portfolio holding information will not be disclosed to any person until such information is publicly filed with the SEC in a filing that is required to include such information.
The investment advisers executive officers are authorized to disclose the funds portfolio holdings, and the authority to establish policies with respect to such disclosures resides with the investment adviser. In exercising its authority, the investment adviser determines whether disclosure of information about the funds portfolio holdings is appropriate and in the best interest of the funds shareholders. The investment adviser has implemented policies and procedures to address conflicts of interest that may arise from the disclosure of the funds holdings. For example, the investment advisers code of ethics specifically requires, among other things, the safeguarding of information about the funds holdings and contains prohibitions designed to prevent the personal use of confidential, proprietary investment information in a way that would conflict with the funds portfolio transactions. In addition, the investment adviser believes that its current policy of not selling portfolio holdings information and not disclosing such information to any party (other than the persons described above, such as the funds shareholders and certain service providers) until such information is disclosed in a publicly available filing with the SEC, helps reduce potential conflicts of interest between the funds shareholders and the investment adviser and its affiliates.
The funds investment adviser and its affiliates provide investment advice to clients other than the fund that have investment objectives that may be substantially similar to those of the fund. These clients also may have portfolios consisting of holdings substantially similar to those of the fund and generally have access to current portfolio holdings information for their accounts. These clients do not owe the funds investment adviser or the fund a duty of confidentiality with respect to disclosure of their portfolio holdings.
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Price of shares
Shares are purchased or sold (redeemed) at the net asset value next determined after the purchase or sell order is received and accepted by the fund. The offering or net asset value price is effective for orders received prior to the time of determination of the net asset value and accepted by the fund. Orders received after the time of the determination of the net asset value will be entered at the next calculated offering price. Note that administrators of employer-sponsored retirement plans may have their own rules about share transactions and may have earlier cut off times than the fund. For information about buying and selling shares, contact your plan administrator or recordkeeper.
Prices listed do not always indicate prices at which you will be purchasing and redeeming shares of the fund, since such prices generally reflect the previous days 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 funds 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 prices 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 Years 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 the fund are valued, and the net asset values per share 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.
Fixed-income securities, including short-term securities, 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, 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, financial or collateral performance, and other reference data. Certain checks on these prices are performed prior to calculation of the funds 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.
Emerging Markets Growth Fund Page 43
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 and liabilities, including investment securities, denominated in currencies other than U.S. dollars are translated into U.S. dollars at the exchange rates supplied by one or more pricing vendors on the valuation date.
Securities and other assets for which representative market quotations are not readily available or are considered unreliable by the investment adviser are fair valued as determined in good faith under fair value guidelines adopted by authority of the funds board of directors. Subject to board oversight, the funds board has delegated authority to the funds investment adviser to make fair valuation determinations, which are directed by a valuation committee established by the funds investment adviser. The audit committee receives regular reports describing fair value determinations and methods.
The investment advisers 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 the funds equity holdings outside the United States. These securities 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 the funds net asset value is 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 and the designation of each class of shares. 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.
Emerging Markets Growth Fund Page 44
Capital stock
As of June 30, 2017, the fund had 346,771,659 shares of common stock issued and outstanding. Shares of the fund are fully paid and non-assessable. All shares of the fund are equal as to earnings, assets and voting privileges. In the event of liquidation, each share is entitled to its proportion of the funds assets after debts and expenses. There are no cumulative voting rights for the election of directors. The shares of common stock are issued in registered form, and ownership and transfers of the shares are recorded by the funds transfer agent.
Under Maryland law, and in accordance with the by-laws of the fund, the fund is not required to hold an annual meeting of its shareholders in any year in which the election of directors is not required to be acted upon under the 1940 Act. The by-laws also provide that each director will serve as a director for the duration of the existence of the fund or until such director sooner dies, resigns or is removed in the manner provided by the by-laws or as otherwise provided by statute or the funds articles of incorporation, as amended and restated. Consistent with the foregoing, in addition to the provisions of the by-laws, the fund will undertake to call a special meeting of shareholders for the purpose of voting upon the question of removal of a director or directors when requested in writing to do so by the holders of at least 10% of the outstanding shares of the fund, and, in connection with such meeting, to comply with the provisions of section 16(c) of the 1940 Act relating to shareholder communications. Holders of shares entitled to cast one-third of the votes entitled to be cast (without regard to series or class) constitute a quorum at any meeting of the funds shareholders, except with respect to any matter which requires approval by a separate vote of one or more series or classes of shares, in which case the holders of shares entitled to cast one-third of the votes entitled to be cast by holders of shares of each series or class entitled to vote as a series or class on the matter constitute a quorum. Attendance and voting at shareholders meetings may be by proxy, and shareholders may take action by unanimous written consent in lieu of holding a meeting.
Emerging Markets Growth Fund Page 45
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.
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 ( a ) at least 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, ( b ) at least 98.2% of its capital gains in excess of its capital losses for the twelve month period ending on October 31, and ( c ) all ordinary income and capital gains for previous years that were not distributed during such years. Although the fund intends to distribute its net investment income and net capital gains so as to avoid excise tax liability, the fund may determine that it is in the interest of the shareholders to distribute less than that amount.
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.
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. Capital losses may be carried forward indefinitely and retain their character as either short-term or long-term.
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 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 funds shares. Investors should consider the tax implications of buying shares just prior to a capital gain distribution.
Emerging Markets Growth Fund Page 46
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 of fund shares Redemptions of shares may result in federal, state and local tax consequences (gain or loss) to the shareholder.
Any loss realized on a redemption 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 shareholders tax basis in the new shares purchased.
Tax consequences of investing 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.
If the fund invests in stock of certain passive foreign investment companies (PFICs), the fund intends to account for these securities by making a mark-to-market (MTM) election or a qualified electing fund (QEF) election. Under the MTM election, the fund will be required 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. Under the QEF election, the fund will be required to include in its gross income its share of the earnings and profits of the PFIC on a current basis, regardless of whether distributions were received from the PFIC in a given year, and such earnings and profits will be recognized by the fund as ordinary income and/or net capital gain, depending on the source of the income generated by the PFIC. If the fund is unable to identify an investment as a PFIC security and thus does not make a timely MTM or QEF 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.
Emerging Markets Growth Fund Page 47
Under the backup withholding provisions of the Code, the fund generally will be required to withhold federal income tax on all payments made to a shareholder if the shareholder either does not furnish the fund with the shareholders 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 U.S. withholding taxes.
Emerging Markets Growth Fund Page 48
Shareholders holding shares through an eligible retirement plan should contact their plans administrator or recordkeeper for information regarding purchases and sales.
Purchase of shares
Shares of the fund are available to certain institutional investors, retirement plans and high net worth investors. Shares may be available to other persons if the investment adviser determines it is appropriate.
As described in the prospectus, you may generally open an account and purchase fund shares by contacting the funds investment adviser or by contacting a financial advisor or investment dealer authorized to sell the funds shares.
Purchases by institutional investors Please contact the fund to purchase shares. Payment may be made by mailing a check to the address below or may be wired using the wire instructions set forth below.
Mail: Emerging Markets Growth Fund, Inc.
Capital International, Inc.
Attn: Holly Bower
400 South Hope Street, 21 st Floor
Los Angeles, California 90071-2801
Wire: Emerging Markets Growth Fund
c/o American Funds Service Company
Wells Fargo Bank
ABA Routing No. 121000248
Account No. 46000-76178
Your bank should include the following information when wiring funds:
For credit to the account of:
American Funds Service Company
(funds name)
For further credit to:
(shareholders fund account number)
(shareholders name)
Purchases by high net worth investors Please contact your financial advisor.
Other purchase information Class 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-6 shares are also available to other post employment benefits plans.
As disclosed in the prospectus, at the sole discretion of the investment adviser, investors may purchase shares by tendering to the fund securities that are determined by the investment adviser to be appropriate for the funds investment portfolio. In determining whether particular securities are suitable for the funds investment portfolio, the investment adviser will consider the following factors, among others: the type, quality and value of the securities being tendered; the extent to which the fund is already invested in such securities or in similar securities in terms of industry, geography or other criteria; the effect the tendered securities would have on the liquidity of the funds investment
Emerging Markets Growth Fund Page 49
portfolio and other operational considerations; the funds cash position; and whether the investment adviser believes that issuing shares in exchange for the tendered securities would be in the best interests of the fund and its shareholders.
The investment adviser may, out of its own resources, pay compensation to financial intermediaries or other third parties whose customers or clients become shareholders of the fund. Such compensation may be in the form of fees for services provided or responsibilities assumed by such entities with respect to the servicing of certain shareholder accounts.
Purchase minimums All investments are subject to the purchase minimums described in the prospectus. As noted in the prospectus, purchase minimums may be waived or reduced in certain cases.
Frequent trading of fund shares As noted in the prospectus, certain redemptions may trigger a purchase block lasting 30 calendar days under the funds purchase blocking policy. Under this policy, systematic redemptions will not trigger a purchase block and systematic purchases will not be prevented if the transaction is identified as a systematic redemption or purchase. For purposes of this policy, systematic redemptions include, for example, regular periodic redemptions. Systematic purchases include, for example, regular periodic purchases and reinvestments of dividends and capital gain distributions. Generally, purchases and redemptions will not be considered systematic unless the transaction is prescheduled for a specific date.
Other potentially abusive activity In addition to implementing purchase blocks, the fund, its investment adviser and/or American Funds Service Company will monitor for other types of activity that could potentially be harmful to the fund. When identified, the investment adviser or American Funds Service Company will request that the shareholder discontinue the activity. If the activity continues, the investment adviser or American Funds Service Company will freeze the shareholder account to prevent all activity other than redemptions of fund shares.
Emerging Markets Growth Fund Page 50
Selling shares
The methods for selling (redeeming) shares are described more fully in the prospectus. You may redeem your shares of the fund by sending a written request signed by the registered shareholders to:
Capital International, Inc.
Attn: Holly Bower
400 South Hope Street, 21 st Floor
Los Angeles, California 90071-2801
You may also send your redemption request by email to EMGF_Shareholder_Relations@capgroup.com or by fax to Capital International, Inc., Attn: Holly Bower at (310) 996-6511.
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 fund 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 or from accounts with executors, trustees, administrators or guardians.
Redemption proceeds will not be mailed until sufficient time has passed to provide reasonable assurance that checks or drafts (including certified or cashiers checks) for shares purchased have cleared (normally 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), the fund typically expects to pay redemption proceeds one business day following receipt and acceptance of a redemption order. Interest will not accrue or be paid on amounts that represent uncashed distribution or redemption checks.
Shares held through intermediaries such as dealers or financial advisors must be sold through those intermediaries.
Please contact your plan administrator or recordkeeper to sell shares of the fund held through an employer-sponsored retirement plan.
Emerging Markets Growth Fund Page 51
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 if your account is held with an investment dealer or through an employer-sponsored retirement plan.
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 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.
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 and the price of your shares by calling (800) 325-3590 from a TouchTone telephone or by using americanfunds.com.
While payment of redemptions will normally be in cash, the investment adviser, in its sole discretion, reserves the right to pay the redemption price in whole or in part with portfolio securities or other fund assets pursuant to procedures adopted by the fund's board of directors. On the same redemption date, some shareholders may be paid in whole or in part in securities (which may differ among shareholders) and some shareholders may be paid in cash. 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 harmful to other fund shareholders.
Share certificates Shares are credited to your account. The fund does not issue share certificates.
Emerging Markets Growth Fund Page 52
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 funds portfolio, are held by JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017-2070, as custodian. If the fund holds securities of issuers outside the U.S., the custodian may hold these securities pursuant to subcustodial arrangements in banks outside the U.S. or branches of U.S. banks outside the U.S.
Transfer agent services American Funds Service Company, an affiliate of the investment adviser, is the transfer agent for the fund, and maintains the records of shareholder accounts, processes purchases and redemptions of the funds 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.
Independent registered public accounting firm PricewaterhouseCoopers LLP, 601 South Figueroa Street, Los Angeles, CA 90017, serves as the funds independent registered public accounting firm, providing audit services, preparation of tax returns and review of certain documents to be filed with the SEC. The financial statements included in this statement of additional information have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report. Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. The selection of the funds independent registered public accounting firm is reviewed and determined annually by the board of directors.
Independent legal counsel Morgan, Lewis & Bockius LLP, 300 South Grand Avenue, 22nd Floor, Los Angeles, CA 90071, serves as independent legal counsel (counsel) for the fund and for independent directors in their capacities as such. Certain legal matters in connection with the shares offered by the prospectus have been passed upon for the fund by OMelveny & Myers LLP. Counsel does not provide legal services to the funds investment adviser or any of its affiliated companies or control persons. A determination with respect to the independence of the funds counsel will be made at least annually by the independent directors of the fund, as prescribed by applicable 1940 Act rules.
Prospectuses, reports to shareholders and proxy statements The funds fiscal year ends on the last day of June. Shareholders are provided updated summary prospectuses annually and at least semi-annually with reports showing the funds investment portfolio or summary investment portfolio, financial statements and other information. Shareholders may request a copy of the funds current prospectus at no cost by calling (800) 421-4989 or by sending an email request to EMGF_Shareholder_Relations@capgroup.com. The funds annual financial statements are audited by the funds 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 fund may take steps to eliminate duplicate mailings of prospectuses, shareholder reports and proxy statements. To receive additional copies of a prospectus, report or proxy statement, shareholders should contact the fund at the number above.
Emerging Markets Growth Fund Page 53
Codes of ethics The fund and Capital International, Inc. and its affiliated companies, including the funds 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.
Determination of net asset value, redemption price per share for fund shares June 30, 2017
Net asset value
and redemption price per share
(Net assets divided by shares outstanding) |
$7.34 |
Other information The fund reserves the right to modify the privileges described in this statement of additional information at any time.
Financial statements The funds audited financial statements, including the related notes thereto, dated June 30, 2017, are included in this statement of additional information.
Emerging Markets Growth Fund Page 54
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 M | Class F-3 | Class R-6 |
Emerging Markets Growth Fund, Inc. SM | 40115 | 37115 | 26115 |
Emerging Markets Growth Fund Page 55
Investment portfolio June 30, 2017 |
Sector diversification
Equity securities |
Bonds, notes &
other debt instruments |
Percent of net assets | ||||||||||
Financials | 18.9 | % | — | % | 18.9 | % | ||||||
Consumer discretionary | 18.9 | — | 18.9 | |||||||||
Information technology | 18.3 | — | 18.3 | |||||||||
Health care | 7.0 | — | 7.0 | |||||||||
Real estate | 6.8 | — | 6.8 | |||||||||
Consumer staples | 6.6 | — | 6.6 | |||||||||
Industrials | 6.6 | — | 6.6 | |||||||||
Telecommunication services | 5.0 | — | 5.0 | |||||||||
Materials | 4.1 | — | 4.1 | |||||||||
Other | 2.2 | — | 2.2 | |||||||||
Energy | 1.2 | — | 1.2 | |||||||||
Utilities | 0.6 | — | 0.6 | |||||||||
Government | — | .1 | .1 | |||||||||
96.2 | % | .1 | % | 96.3 | ||||||||
Short-term securities | 3.4 | |||||||||||
Other assets less liabilities | .3 | |||||||||||
Net assets | 100.0 | % |
Common stocks 94.9% | Shares |
Value
(000) |
||||||
Asia-Pacific 65.8% | ||||||||
China 24.3% | ||||||||
AAC Technologies Holdings Inc. (Hong Kong) | 144,000 | $ | 1,800 | |||||
Alibaba Group Holding Ltd. (ADR) 1 | 675,280 | 95,147 | ||||||
Beijing Enterprises Holdings Ltd. (Hong Kong) | 224,000 | 1,080 | ||||||
China Everbright International Ltd. (Hong Kong) | 4,166,000 | 5,197 | ||||||
China International Capital Corp. Ltd. (Hong Kong) | 450,400 | 665 | ||||||
China Mengniu Dairy Co. (Hong Kong) 1 | 11,902,600 | 23,325 | ||||||
China Merchants Bank Co., Ltd. (Hong Kong) | 3,829,500 | 11,551 | ||||||
China Overseas Grand Oceans Group, Ltd. (Hong Kong) | 4,515,100 | 2,412 | ||||||
China Overseas Land & Investment Ltd. (Hong Kong) | 16,515,950 | 48,337 | ||||||
China Pacific Insurance (Group) Co., Ltd. (Hong Kong) | 8,849,800 | 36,159 | ||||||
China Resources Land Ltd. (Hong Kong) | 9,663,181 | 28,157 | ||||||
China Unicom Ltd. (Hong Kong) 1 | 4,106,000 | 6,101 | ||||||
Ctrip.com International, Ltd. (ADR) 1 | 272,046 | 14,652 | ||||||
Fosun International Ltd. (Hong Kong) | 1,957,764 | 3,059 | ||||||
Haitian International Holdings Ltd. (Hong Kong) | 4,207,803 | 11,803 | ||||||
Hutchison China MediTech Ltd. 1 | 46,718 | 2,198 | ||||||
Hutchison China MediTech Ltd. (ADR)1 | 296,167 | 6,904 | ||||||
IMAX China Holding, Inc. (Hong Kong) 1 | 2,750,588 | 8,438 | ||||||
JD.com, Inc. (ADR) 1 | 669,000 | 26,238 |
Emerging Markets Growth Fund | 7 |
|
Common stocks (continued) | Shares |
Value
(000) |
||||||
Asia-Pacific (continued) | ||||||||
China (continued) | ||||||||
Jiangsu Hengrui Medicine Co., Ltd. (Shanghai exchange) | 4,932,175 | $ | 36,805 | |||||
Jiangsu Hengrui Medicine Co., Ltd. | 2,599,162 | 19,395 | ||||||
Longfor Properties Co. Ltd. (Hong Kong) | 16,674,113 | 35,837 | ||||||
Minth Group Ltd. (Hong Kong) | 4,655,000 | 19,735 | ||||||
NetEase, Inc. (ADR) | 1,782 | 536 | ||||||
New Oriental Education & Technology Group Inc. (ADR) 1 | 328,000 | 23,121 | ||||||
Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (Hong Kong) | 7,630,500 | 29,565 | ||||||
Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co., Ltd. (Hong Kong) | 2,679,000 | 1,568 | ||||||
Shanghai Pharmaceutical (Group) Co., Ltd. (Hong Kong) | 5,978,100 | 17,802 | ||||||
Shenzhen Inovance Technology Co., Ltd. | 2,489,441 | 9,378 | ||||||
Sino Biopharmaceutical Ltd. (Hong Kong) | 7,934,033 | 7,012 | ||||||
Tencent Holdings Ltd. (Hong Kong) | 1,529,300 | 54,689 | ||||||
Weichai Power Co., Ltd. (Hong Kong) | 1,696,468 | 1,486 | ||||||
Xin Point Holdings Ltd. (Hong Kong) 1 | 18,999,000 | 8,371 | ||||||
Yum China Holdings, Inc. 1 | 517,300 | 20,397 | ||||||
618,920 | ||||||||
Hong Kong 6.5% | ||||||||
AIA Group Ltd. | 8,873,000 | 64,836 | ||||||
Galaxy Entertainment Group Ltd. | 3,678,000 | 22,330 | ||||||
Goodbaby International Holdings Ltd. | 11,185,000 | 4,642 | ||||||
Jardine Matheson Holdings Ltd. | 43,700 | 2,805 | ||||||
MGM China Holdings, Ltd. | 3,180,800 | 7,073 | ||||||
Pacific Textiles Holdings Ltd. | 36 | — | ||||||
Sands China Ltd. | 2,102,000 | 9,625 | ||||||
VTech Holdings Ltd. | 319,400 | 5,060 | ||||||
Wynn Macau, Ltd. | 20,893,034 | 48,811 | ||||||
165,182 | ||||||||
India 11.2% | ||||||||
Apollo Hospitals Enterprise Ltd. 1 | 71,775 | 1,415 | ||||||
Apollo Hospitals Enterprise Ltd. (GDR) 1,2 | 188,500 | 3,717 | ||||||
Bharat Electronics Ltd. | 1,583,700 | 3,958 | ||||||
Bharti Airtel Ltd. | 8,678,587 | 50,981 | ||||||
CRISIL Ltd. | 91,272 | 2,745 | ||||||
Godrej Consumer Products Ltd. 1 | 1,292,027 | 19,351 | ||||||
HDFC Bank Ltd. | 951,105 | 24,482 | ||||||
HDFC Bank Ltd. (ADR) | 200 | 18 | ||||||
Housing Development Finance Corp. Ltd. | 1,704,648 | 42,590 | ||||||
ICICI Bank Ltd. | 1,258,066 | 5,647 | ||||||
ICICI Bank Ltd. (ADR) | 1,918,070 | 17,205 | ||||||
IDFC Bank Ltd. | 13,811,605 | 11,688 | ||||||
IndusInd Bank Ltd. | 1,208,592 | 27,654 | ||||||
Info Edge (India) Ltd. | 635,899 | 10,174 | ||||||
ITC Ltd. | 1,733,560 | 8,680 | ||||||
Kotak Mahindra Bank Ltd. | 663,256 | 9,807 | ||||||
Lupin Ltd. | 585,375 | 9,598 |
8 | Emerging Markets Growth Fund |
|
Common stocks (continued) | Shares |
Value
(000) |
||||||
Asia-Pacific (continued) | ||||||||
India (continued) | ||||||||
Maruti Suzuki India Ltd. | 54,863 | $ | 6,126 | |||||
Nestlé India Ltd. | 48,392 | 5,044 | ||||||
Piramal Healthcare Ltd. | 143,990 | 6,230 | ||||||
Steel Authority of India Ltd. 1 | 7,116,169 | 6,424 | ||||||
TeamLease Services Ltd. 1 | 286,074 | 5,948 | ||||||
Torrent Power Ltd. | 1,584,518 | 4,355 | ||||||
283,837 | ||||||||
Indonesia 6.0% | ||||||||
Astra International Tbk PT | 48,148,100 | 32,162 | ||||||
Bank Central Asia Tbk PT | 11,955,900 | 16,253 | ||||||
Bank Mandiri (Persero) Tbk PT, Series B | 11,700,754 | 11,150 | ||||||
Bank Rakyat Indonesia (Persero) Tbk PT | 12,830,700 | 14,637 | ||||||
Elang Mahkota Teknologi Tbk PT | 44,422,400 | 38,331 | ||||||
Matahari Department Store Tbk PT | 24,625,100 | 26,151 | ||||||
Surya Citra Media Tbk PT | 68,798,700 | 13,343 | ||||||
152,027 | ||||||||
Malaysia 0.6% | ||||||||
Bumi Armada Bhd. | 18,924,488 | 3,351 | ||||||
IHH Healthcare Bhd. | 3,716,480 | 4,978 | ||||||
IJM Corp. Bhd. | 7,861,904 | 6,337 | ||||||
14,666 | ||||||||
Philippines 1.7% | ||||||||
International Container Terminal Services, Inc. | 12,285,848 | 23,812 | ||||||
SM Investments Corp. | 704,221 | 11,206 | ||||||
Universal Robina Corp. | 2,837,363 | 9,160 | ||||||
44,178 | ||||||||
Singapore 1.0% | ||||||||
Yoma Strategic Holdings Ltd. | 62,241,405 | 26,447 | ||||||
South Korea 5.6% | ||||||||
AMOREPACIFIC Corp. | 11,786 | 3,132 | ||||||
BGFretail Co., Ltd. | 54,784 | 4,836 | ||||||
Hankook Tire Co., Ltd. | 299,617 | 16,655 | ||||||
Hyundai Motor Co. | 17,277 | 2,408 | ||||||
NAVER Corp. | 819 | 600 | ||||||
POSCO | 23,003 | 5,770 | ||||||
S-1 Corp. | 20,250 | 1,717 | ||||||
Samsung Electronics Co., Ltd. | 37,039 | 76,950 | ||||||
Samsung Electronics Co., Ltd. (GDR) 2 | 19,202 | 19,874 | ||||||
Shinhan Financial Group Co., Ltd. | 268,295 | 11,560 | ||||||
143,502 | ||||||||
Taiwan 7.9% | ||||||||
Advantech Co., Ltd. | 574,181 | 4,068 | ||||||
AirTAC International Group | 1,792,161 | 21,180 | ||||||
CTCI Corp. | 6,396,600 | 10,892 | ||||||
Delta Electronics, Inc. | 8,770,701 | 48,005 |
Emerging Markets Growth Fund | 9 |
|
Common stocks (continued) | Shares |
Value
(000) |
||||||
Asia-Pacific (continued) | ||||||||
Taiwan (continued) | ||||||||
E.SUN Financial Holding Co., Ltd. | 758,000 | $ | 466 | |||||
Ginko International Co., Ltd. | 734,000 | 5,610 | ||||||
MediaTek Inc. | 2,334,000 | 19,987 | ||||||
Taiwan Semiconductor Manufacturing Co., Ltd. | 12,772,094 | 87,540 | ||||||
Vanguard International Semiconductor Corp. | 1,836,000 | 3,621 | ||||||
201,369 | ||||||||
Thailand 1.0% | ||||||||
Bangkok Bank PCL, nonvoting depository receipts | 2,553,804 | 13,908 | ||||||
Central Pattana PCL | 4,232,100 | 8,627 | ||||||
Thai Beverage PCL | 4,273,800 | 2,794 | ||||||
25,329 | ||||||||
Total Asia-Pacific | 1,675,457 | |||||||
Latin America 11.0% | ||||||||
Argentina 0.0% | ||||||||
Grupo Financiero Galicia SA, Class B | 5 | — | ||||||
Brazil 4.9% | ||||||||
CCR SA, ordinary nominative | 5,820,089 | 29,690 | ||||||
Cielo SA, ordinary nominative | 454,400 | 3,374 | ||||||
Hypermarcas SA, ordinary nominative | 2,852,400 | 23,936 | ||||||
Itaú Unibanco Holding SA, preferred nominative (ADR) | 407,651 | 4,504 | ||||||
Lojas Americanas SA, ordinary nominative | 1,171,727 | 4,297 | ||||||
Lojas Americanas SA, preferred nominative | 1,248,100 | 5,275 | ||||||
OdontoPrev SA, ordinary nominative | 269,800 | 949 | ||||||
Petróleo Brasileiro SA (Petrobras), ordinary nominative (ADR) 1 | 642,300 | 5,132 | ||||||
Petróleo Brasileiro SA (Petrobras), preferred nominative (ADR) 1 | 1,391,900 | 10,383 | ||||||
Vale SA, Class A, preferred nominative | 1,677,200 | 13,624 | ||||||
Vale SA, Class A, preferred nominative (ADR) | 2,935,100 | 23,921 | ||||||
125,085 | ||||||||
Chile 1.1% | ||||||||
Enel Américas SA | 9,689,523 | 1,838 | ||||||
Enel Américas SA (ADR) | 908,791 | 8,570 | ||||||
Enel Chile SA (ADR) | 148,556 | 817 | ||||||
Inversiones La Construcción SA | 1,339,721 | 16,617 | ||||||
27,842 | ||||||||
Mexico 3.7% | ||||||||
América Móvil, SAB de CV, Series L (ADR) | 2,839,935 | 45,212 | ||||||
Banco del Bajio, SA, Series O 1 | 3,433,200 | 6,050 | ||||||
CEMEX, SAB de CV, ordinary participation certificates, units (ADR) 1 | 789,417 | 7,436 | ||||||
Controladora Vuela Compañía de Aviación, SAB de CV, ordinary participation certificates, Class A 1 | 677,200 | 991 | ||||||
Fibra Uno Administración, SA de CV REIT | 12,684,334 | 24,056 | ||||||
Fomento Económico Mexicano, SAB de CV | 363,200 | 3,577 | ||||||
Grupo Comercial Chedraui, SAB de CV, Class B | 559,819 | 1,146 | ||||||
Grupo Financiero Inbursa, SAB de CV | 3,105,400 | 5,304 | ||||||
93,772 |
10 | Emerging Markets Growth Fund |
|
Common stocks (continued) | Shares |
Value
(000) |
||||||
Latin America (continued) | ||||||||
Peru 1.3% | ||||||||
Credicorp Ltd. | 175,428 | $ | 31,470 | |||||
Graña y Montero SAA (ADR) 1 | 251,282 | 819 | ||||||
32,289 | ||||||||
Total Latin America | 278,988 | |||||||
Eastern Europe and Middle East 6.6% | ||||||||
Oman 0.1% | ||||||||
bank muscat SAOG | 1,800,678 | 1,752 | ||||||
Russia 5.6% | ||||||||
Alrosa PJSC | 18,372,619 | 26,963 | ||||||
Baring Vostok Private Equity Fund III, LP 1,3,4,5,6 | 24,981,597 | 19,451 | ||||||
Baring Vostok Private Equity Fund IV, LP 3,5,6 | 22,192,132 | 14,412 | ||||||
Baring Vostok Fund IV Supplemental Fund, LP 3,5,6 | 39,302,641 | 20,779 | ||||||
Global Ports Investments PLC (GDR) 1 | 931,215 | 3,259 | ||||||
Globaltrans Investment PLC (GDR) | 65,601 | 499 | ||||||
Magnit PJSC | 9,050 | 1,409 | ||||||
Magnit PJSC (GDR) | 9,070 | 308 | ||||||
MegaFon PJSC (GDR) | 193,400 | 1,772 | ||||||
Moscow Exchange MICEX-RTS PJSC | 6,930,361 | 12,260 | ||||||
New Century Capital Partners, LP 1,3,5 | 5,247,900 | 537 | ||||||
Polyus PJSC 1,2 | 34,210 | 2,304 | ||||||
Rosneft Oil Co. PJSC (GDR) | 949,081 | 5,158 | ||||||
Sberbank of Russia PJSC | 2,586,218 | 6,384 | ||||||
Sberbank of Russia PJSC (ADR) | 1,647,500 | 17,052 | ||||||
Sistema JSFC OJSC | 2,212,280 | 455 | ||||||
Yandex NV, Class A 1 | 316,825 | 8,313 | ||||||
141,315 | ||||||||
Turkey 0.5% | ||||||||
Akbank TAS | 4,755,197 | 13,245 | ||||||
Aktaş Elektrik Ticaret AŞ 1 | 4,273 | — | ||||||
Türkiye Petrol Rafinerileri AŞ | 17,113 | 492 | ||||||
13,737 | ||||||||
United Arab Emirates 0.4% | ||||||||
DP World Ltd. | 519,209 | 10,835 | ||||||
Total Eastern Europe and Middle East | 167,639 | |||||||
Africa 6.4% | ||||||||
South Africa 6.4% | ||||||||
AngloGold Ashanti Ltd. | 48,780 | 477 | ||||||
Barclays Africa Group Ltd. | 1,285,000 | 14,120 | ||||||
Discovery Ltd. | 2,387,832 | 23,348 | ||||||
JSE Ltd. | 746,803 | 6,993 | ||||||
Mr Price Group Ltd. | 431,113 | 5,141 |
Emerging Markets Growth Fund | 11 |
|
Common stocks (continued) | Shares |
Value
(000) |
||||||
Africa (continued) | ||||||||
South Africa (continued) | ||||||||
MTN Group Ltd. | 2,055,185 | $ | 17,924 | |||||
Naspers Ltd., Class N | 399,062 | 77,631 | ||||||
Shoprite Holdings Ltd. | 836,643 | 12,751 | ||||||
Telkom SA SOC Ltd. | 1,106,315 | 5,205 | ||||||
Total Africa | 163,590 | |||||||
Other markets 5.1% | ||||||||
Australia 0.0% | ||||||||
Newcrest Mining Ltd. | 30,752 | 477 | ||||||
Canada 0.2% | ||||||||
First Quantum Minerals Ltd. | 525,001 | 4,441 | ||||||
Denmark 1.2% | ||||||||
Carlsberg A/S, Class B | 298,024 | 31,838 | ||||||
France 0.0% | ||||||||
Edenred SA | 37,065 | 966 | ||||||
Italy 0.2% | ||||||||
Tenaris SA (ADR) | 125,092 | 3,895 | ||||||
Switzerland 0.4 | ||||||||
Dufry AG 1 | 61,457 | 10,069 | ||||||
United Kingdom 0.8% | ||||||||
British American Tobacco PLC | 13,800 | 941 | ||||||
Lonmin PLC 1 | 1,025,066 | 878 | ||||||
PZ Cussons PLC | 1,473,820 | 6,569 | ||||||
Sedibelo Platinum Mines Ltd. 1 | 17,665,800 | 10,929 | ||||||
19,317 | ||||||||
United States of America 2.3% | ||||||||
Cobalt International Energy, Inc. 1 | 118,083 | 292 | ||||||
Ensco PLC, Class A | 436,300 | 2,251 | ||||||
MercadoLibre, Inc. | 103,312 | 25,919 | ||||||
Samsonite International SA | 7,173,300 | 29,952 | ||||||
58,414 | ||||||||
Total other markets | 129,417 | |||||||
Multinational 0.0% | ||||||||
Capital International Private Equity Fund IV, LP 1,3,4,5,6 | 50,842,740 | 285 | ||||||
International Hospital Corp. Holding NV, Class A 1,3,4 | 609,873 | 402 | ||||||
Total Multinational | 687 | |||||||
Total common stocks (cost: $1,751,124,000) | 2,415,778 |
12 | Emerging Markets Growth Fund |
|
Warrants 1.3% | Shares |
Value
(000) |
||||||
Eastern Europe and Middle East 1.3% | ||||||||
Saudi Arabia 1.3% | ||||||||
Savola Group Co., warrants, expire 2017 1,2 | 116,800 | $ | 1,569 | |||||
Savola Group Co., warrants, expire 2020 1,2 | 231,092 | 31,031 | ||||||
Total warrants (cost: $25,685,000) | 32,600 | |||||||
Convertible preferred stocks 0.0% | ||||||||
Multinational 0.0% | ||||||||
International Hospital Corp. Holding NV, Series B, cumulative convertible preferred 1,3,4 | 622,354 | 411 | ||||||
Total convertible preferred stocks (cost: $3,504,000) | 411 | |||||||
Bonds & notes 0.1% |
Principal amount
(000) |
|||||||
Eastern Europe and Middle East 0.1% | ||||||||
Turkey 0.1% | ||||||||
Turkey (Republic of) 11.00% 2022 | TRY | 8,080 | 2,345 | |||||
Total bonds & notes (cost: $2,205,000) | 2,345 | |||||||
Convertible bonds 0.0% | ||||||||
Asia-Pacific 0.0% | ||||||||
China 0.0% | ||||||||
Fu Ji Food and Catering Services Holdings Ltd., 0.00% convertible notes, 2020 7 | CNY | 97,700 | — | |||||
Total convertible bonds (cost: $0) | — | |||||||
Short-term securities 3.4% | ||||||||
Commercial paper 3.4% | ||||||||
Canadian Imperial Bank of Commerce 1.02% due 7/3/2017 2 | $ | 27,400 | 27,398 | |||||
General Electric Co. 1.08% due 7/3/2017 | 50,000 | 49,996 | ||||||
Gotham Funding Corp. 1.191% due 7/11/2017 2 | 10,000 | 9,996 | ||||||
Total short-term securities (cost: $87,392,000) | 87,390 | |||||||
Total investment securities 99.7% (cost: $1,869,910,000) | 2,538,524 | |||||||
Other assets less liabilities 0.3% | 6,803 | |||||||
Net assets 100.0% | $ | 2,545,327 |
Forward currency contracts
The fund has entered into the over-the-counter (“OTC”) forward currency contracts as shown in the following table. The average month-end notional amount of open OTC forward currency contracts while held was $14,179,000.
Emerging Markets Growth Fund | 13 |
|
Investments in affiliates
If the fund owns more than 5% of the outstanding voting securities of an issuer, the fund’s investment in that issuer represents an investment in an affiliate as defined in the Investment Company Act of 1940. In addition, Capital International Private Equity Fund IV, LP is considered an affiliate since this issuer has the same investment adviser as the fund. A summary of the fund’s transactions in the securities of affiliated issuers during year ended June 30, 2017, is as follows:
Dividend | Value of | |||||||||||||||||||||||
and interest | affiliates at | |||||||||||||||||||||||
Beginning | Ending | income | 6/30/2017 | |||||||||||||||||||||
Issuer | shares | Additions | Reductions | shares | (000) | (000) | ||||||||||||||||||
Baring Vostok Private Equity Fund III 1,8 | 24,981,597 | — | — | 24,981,597 | $ | — | $ | 19,451 | ||||||||||||||||
Capital International Private Equity Fund IV 1,8 | 50,790,701 | 52,039 | — | 50,842,740 | — | 285 | ||||||||||||||||||
International Hospital 1 | 1,232,227 | — | — | 1,232,227 | — | 813 | ||||||||||||||||||
Baring Vostok Private Equity Fund 1,9 | 11,783,118 | — | 11,783,118 | — | — | — | ||||||||||||||||||
Baring Vostok Capital Partners IV 8,9 | 59,722,712 | 1,772,061 | — | 61,494,773 | 705 | — | ||||||||||||||||||
Pan-African Investment Partners II 1,9 | 3,800 | — | 3,800 | — | — | — | ||||||||||||||||||
$ | 705 | $ | 20,549 |
1 | Security did not produce income during the last 12 months. |
2 | Acquired in a transaction exempt from registration under Rule 144A or Section 4(2) of the Securities Act of 1933 (not including purchases of securities that were publicly offered in the primary local market but were not registered under U.S. securities laws). 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 $95,889,000, which represented 3.77% of the net assets of the fund. |
3 | Acquired through a private placement transaction exempt from registration under the Securities Act of 1933. May be subject to legal or contractual restrictions on resale. Further details on these holdings appear below. |
4 | This issuer represents investment in an affiliate as defined in the Investment Company Act of 1940. This definition includes, but is not limited to, issuers in which the fund owns more than 5% of the outstanding voting securities. Capital International Private Equity Fund IV, LP is also considered an affiliate since this issuer has the same investment adviser as the fund. |
5 | Cost and market value do not include prior distributions to the fund from income or proceeds realized from securities held by the private equity fund. Therefore, the cost and market value may not be indicative of the private equity fund’s performance. For private equity funds structured as limited partnerships, shares are not applicable and therefore the fund’s interest in the partnerships is reported. |
6 | Excludes an unfunded capital commitment representing an agreement which obligates the fund to meet capital calls in the future. Capital calls can only be made if and when certain requirements have been fulfilled; thus, the timing and the amount of such capital calls cannot readily be determined. (Note 3) |
7 | Scheduled interest and/or principal payment was not received. |
8 | For private equity funds structured as limited partnerships, shares are not applicable and therefore the fund’s interest in the partnerships is reported. |
9 | Unaffiliated issuer at 06/30/2017. |
Percent | ||||||||||||
Acquisition | Cost | Value | of net | |||||||||
Private placement securities | date | (000) | (000) | assets | ||||||||
Baring Vostok Fund IV Supplemental Fund, LP | 10/8/2007 | $ | 34,019 | $ | 20,779 | .82 | % | |||||
Baring Vostok Private Equity Fund III, LP | 3/30/2005 | 19,026 | 19,451 | .76 | ||||||||
Baring Vostok Private Equity Fund IV, LP | 4/25/2007 | 18,079 | 14,412 | .57 | ||||||||
Capital International Private Equity Fund IV, LP | 3/29/2005 | 7,098 | 285 | .01 | ||||||||
International Hospital Corp. Holding NV, Class A | 9/25/1997 | 8,011 | 402 | .01 | ||||||||
International Hospital Corp. Holding NV, Series B, cumulative convertible preferred | 2/12/2007 | 3,504 | 411 | .02 | ||||||||
New Century Capital Partners, LP | 12/7/1995 | — | 537 | .02 | ||||||||
Total private placement securities | $ | 89,737 | $ | 56,277 | 2.21 | % |
Key to abbreviations
ADR | — | American Depositary Receipts |
CNH | — | Chinese yuan renminbi offshore |
CNY | — | Chinese yuan |
GDR | — | Global Depositary Receipts |
TRY | — | Turkish lira |
See Notes to Financial Statements
14 | Emerging Markets Growth Fund |
|
Statement of assets and liabilities
at June 30, 2017 | (dollars in thousands, except per-share amounts) |
Assets: | ||||||||
Investment securities, at value: | ||||||||
Unaffiliated issuers (cost: $1,832,271) | $ | 2,517,975 | ||||||
Affiliated issuers (cost: $37,639) | 20,549 | $ | 2,538,524 | |||||
Cash | 242 | |||||||
Restricted cash pledged on forward currency contracts | 530 | |||||||
Cash denominated in non-U.S. currency (cost: $1,975) | 2,013 | |||||||
Receivables for: | ||||||||
Sales of investments | 3,259 | |||||||
Sales of fund’s shares | 117 | |||||||
Dividends and interest | 11,264 | |||||||
Non-U.S. taxes | 2,061 | 16,701 | ||||||
2,558,010 | ||||||||
Liabilities: | ||||||||
Unrealized depreciation on open forward currency contracts | 558 | |||||||
Payables for: | ||||||||
Purchases of investments | 7,501 | |||||||
Investment advisory services | 1,559 | |||||||
Directors’ compensation | 2,078 | |||||||
Repurchase of fund’s shares | 688 | |||||||
Other accrued expenses | 299 | 12,125 | ||||||
12,683 | ||||||||
Net assets at June 30, 2017: | ||||||||
Equivalent to $7.34 per share on 346,771,659 shares of $0.01 par value capital stock outstanding (authorized capital stock – 2,000,000,000 shares) | $ | 2,545,327 | ||||||
Net assets consist of: | ||||||||
Capital paid in on shares of stock | $ | 2,176,400 | ||||||
Distributions in excess of net investment income | (456 | ) | ||||||
Accumulated net realized loss | (298,467 | ) | ||||||
Net unrealized appreciation | 667,850 | |||||||
Net assets at June 30, 2017 | $ | 2,545,327 |
See Notes to Financial Statements
Emerging Markets Growth Fund | 15 |
|
Statement of operations
for the year ended June 30, 2017 | (dollars in thousands) |
Investment income: | ||||||||
Income: | ||||||||
Dividends (also includes $669 from affiliates) | $ | 54,126 | ||||||
Interest (also includes $36 from affiliates) | 2,689 | $ | 56,815 | |||||
Fees and expenses: | ||||||||
Investment advisory services | 18,782 | |||||||
Custodian | 886 | |||||||
Registration statement and prospectus | 52 | |||||||
Auditing and legal | 435 | |||||||
Reports to shareholders | 33 | |||||||
Directors’ compensation | 802 | |||||||
Other | 466 | |||||||
Total fees and expenses before expense reduction | 21,456 | |||||||
Less custodian expense reduction | 5 | |||||||
Total fees and expenses after expense reduction | 21,451 | |||||||
Net investment income | 35,364 | |||||||
Net realized gain and unrealized appreciation: | ||||||||
Net realized gain (loss) on: | ||||||||
Investments (includes $6,524 loss from affiliates) | 78,361 | |||||||
Forward currency contracts | 230 | |||||||
Currency transactions | (4,319 | ) | 74,272 | |||||
Net unrealized appreciation (depreciation) on: | ||||||||
Investments | 452,268 | |||||||
Forward currency contracts | (558 | ) | ||||||
Currency translations | 781 | 452,491 | ||||||
Net realized gain and unrealized appreciation | 526,763 | |||||||
Net increase in net assets resulting from operations | $ | 562,127 |
Statements of changes in net assets
(dollars in thousands)
Year ended June 30 | ||||||||
2017 | 2016 | |||||||
Operations: | ||||||||
Net investment income | $ | 35,364 | $ | 51,396 | ||||
Net realized gain (loss) | 74,272 | (247,691 | ) | |||||
Net unrealized appreciation (depreciation) | 452,491 | (434,045 | ) | |||||
Net increase (decrease) in net assets resulting from operations | 562,127 | (630,340 | ) | |||||
Dividends from net investment income | (26,132 | ) | (105,314 | ) | ||||
Capital share transactions: | ||||||||
Proceeds from shares sold: 6,734,660 and 27,608,418 shares, respectively | 44,229 | 161,529 | ||||||
Proceeds from shares issued in reinvestment of net investment income dividends: 1,930,310 and 12,044,439 shares, respectively | 11,447 | 67,449 | ||||||
Capital shares issued in connection with merger: 0 and 56,285,214 shares, respectively | — | 345,592 | ||||||
Cost of shares repurchased: 124,308,436 and 242,623,631 shares, respectively | (785,856 | ) | (1,392,796 | ) | ||||
Cost of shares repurchased in connection with in-kind redemption: 0 and 56,909,781 shares, respectively | — | (327,510 | ) | |||||
Net decrease in net assets resulting from capital share transactions | (730,180 | ) | (1,145,736 | ) | ||||
Total decrease in net assets | (194,185 | ) | (1,881,390 | ) | ||||
Net assets: | ||||||||
Beginning of year | 2,739,512 | 4,620,902 | ||||||
End of year (including distributions in excess of net investment income: $(456) and $(16,495), respectively) | $ | 2,545,327 | $ | 2,739,512 |
See Notes to Financial Statements
16 | Emerging Markets Growth Fund |
|
1. Organization
Emerging Markets Growth Fund, Inc. (the “fund”) is registered under the Investment Company Act of 1940 as an open-end, diversified management investment company. The fund seeks long-term growth of capital and invests primarily in common stock and other equity securities of issuers in developing countries.
2. Significant accounting policies
The fund is an investment company that applies the accounting and reporting guidance issued in Topic 946 by the U.S. Financial Accounting Standards Board. The fund’s financial statements have been prepared to comply with U.S. generally accepted accounting principles (“U.S. GAAP”). These principles require management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates. Subsequent events, if any, have been evaluated through the date of issuance in the preparation of the financial statements. 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. In the event a security is purchased with a delayed payment date, the fund will segregate liquid assets sufficient to meet its payment obligations. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis. Market discounts, premiums and original issue discounts on fixed-income securities are amortized daily over the expected life of the security.
Dividends and distributions to shareholders — Dividends and distributions to shareholders are recorded on the ex-dividend date.
Currency translation — Assets and liabilities, including investment securities, denominated in currencies other than U.S. dollars are translated into U.S. dollars at the exchange rates supplied by one or more pricing vendors on the valuation date. Purchases and sales of investment securities and income and expenses are translated into U.S. dollars at the exchange rates on the dates of such transactions. The effects of changes in exchange rates on investment securities are included with the net realized gain or loss and net unrealized appreciation or depreciation on investments on the fund’s statement of operations. The realized gain or loss and unrealized appreciation or depreciation resulting from all other transactions denominated in currencies other than U.S. dollars are disclosed separately.
Shares issued and redeemed — The fund intends to issue shares in exchange for cash and redeem shares in cash, however, the investment adviser, at its discretion, may accept securities in exchange of fund shares or pay a redemption in whole or in part by a distribution of the fund’s portfolio securities. An issuance or redemption of shares “in-kind” is based upon the closing value of the securities as of the trade date. Realized gains/losses, if any, resulting from redemptions of shares in-kind are reflected separately in the statement of operations.
3. Valuation
Capital International, Inc. (“CII”), the fund’s investment adviser, values the fund’s investments at fair value as defined by U.S. GAAP. The net asset value 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.
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Fixed-income securities, including short-term securities, are generally valued at prices obtained from one or more pricing vendors. Vendors value such securities based on one or more of the inputs described in the following table. The table provides examples of inputs that are commonly relevant for valuing particular classes of fixed-income securities in which the fund is authorized to invest. However, these classifications are not exclusive and any of the inputs may be used to value any other class of fixed-income security.
Fixed income class | Examples of standard inputs | |
All | Benchmark yields, transactions, bids, offers, quotations from dealers and trading systems, new issues, 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, financial or collateral performance and other reference data (collectively referred to as “standard inputs”) | |
Corporate bonds & notes; convertible securities | Standard inputs and underlying equity of the issuer | |
Bonds & notes of governments & government agencies | Standard inputs and interest rate volatilities |
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 for either equity or fixed-income securities, depending on which method is deemed most appropriate by the fund’s investment adviser. 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.
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 valuation guidelines adopted by authority of the fund’s board of directors as further described. 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. In addition, the closing prices of equity securities that trade in markets outside U.S. time zones may be adjusted to reflect significant events that occur after the close of local trading but before the net asset value of the fund is determined. 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 directors 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 audit committee with supplemental information to support the changes. The fund’s audit committee also regularly reviews 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.
18 | Emerging Markets Growth Fund |
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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. Certain securities trading outside the U.S. may transfer between Level 1 and Level 2 due to valuation adjustments resulting from significant market movements following the close of local trading. 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 tables present the fund’s valuation levels as of June 30, 2017 (dollars in thousands):
Investment securities | ||||||||||||||||
Level 1 1 | Level 2 1,2 | Level 3 2 | Total | |||||||||||||
Assets: | ||||||||||||||||
Common stocks: | ||||||||||||||||
Asia-Pacific | $ | 1,647,258 | $ | 28,199 | $ | — | $ | 1,675,457 | ||||||||
Latin America | 278,988 | — | — | 278,988 | ||||||||||||
Eastern Europe and Middle East | 112,460 | — | 55,179 | 167,639 | ||||||||||||
Africa | 163,590 | — | — | 163,590 | ||||||||||||
Other markets | 118,488 | — | 10,929 | 129,417 | ||||||||||||
Multinational | — | — | 687 | 687 | ||||||||||||
Warrants | — | — | 32,600 | 32,600 | ||||||||||||
Convertible preferred stocks | — | — | 411 | 411 | ||||||||||||
Bonds & notes | — | 2,345 | — | 2,345 | ||||||||||||
Short-term securities | — | 87,390 | — | 87,390 | ||||||||||||
Total | $ | 2,320,784 | $ | 117,934 | $ | 99,806 | $ | 2,538,524 | ||||||||
Other investments 3 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Liabilities: | ||||||||||||||||
Unrealized depreciation on open forward currency contracts | $ | — | $ | (558 | ) | $ | — | $ | (558 | ) |
1 | Investment securities with a market value of $1,602,240,000, which represented 62.95% of the net assets of the fund, transferred from Level 2 to Level 1 since the prior fiscal year-end, primarily due to a lack of significant market movements following the close of local trading. |
2 | Level 2 and Level 3 include investment securities with an aggregate value of $128,005,000, which represented 5.03% of the net assets of the fund, that were fair valued under guidelines adopted by authority of the fund’s board of directors/trustees. |
3 | Forward currency contracts are not included in the investment portfolio. |
The following table reconciles the valuation of the fund’s Level 3 investment securities and related transactions during the year ended June 30, 2017 (dollars in thousands):
4 | Transfers into and out of Level 3 are based on the beginning market value of the quarter in which they occurred. |
5 | Net realized gain (loss) and unrealized appreciation (depreciation) are included in the related amounts on investments in the statement of operations. |
The fund owns an interest in multiple private equity funds, which are considered alternative investments and are classified as Level 3 investment securities. The private equity funds are fair valued using the net asset value based on the fund’s financial statements adjusted for known company or market events, updated market pricing for underlying securities, and/or fund transactions (i.e., drawdowns and distributions) and may include other unobservable inputs.
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The other unobservable inputs used in the fair value measurements of the fund’s private equity investments are directional adjustments based on relevant market data (such as significant movement of a country-specific exchange-traded fund or index after the financial statement date of the private equity fund).Significant increases (decreases) of these inputs could result in significantly higher (lower) fair valuation. There were no other unobservable inputs as of June 30, 2017.
The following table lists the characteristics of the alternative investments held by the fund as of June 30, 2017 (dollars in thousands):
Investment type | Investment strategy | Fair value | Unfunded commitment * | Remaining life † | Redemption terms | |||||
Private equity funds | Primarily private sector equity investments (i.e., expansion capital, buyouts) in emerging markets | $55,464 | $6,794 | ≤0 to 2 years | Redemptions are not permitted. These funds distribute proceeds from the liquidation of underlying assets of the funds. |
* | Unfunded capital commitments represent agreements which obligate the fund to meet capital calls in the future. Payment would be made when a capital call is requested. Capital calls can only be made if and when certain requirements have been fulfilled; thus, the timing of such capital calls cannot readily be determined. |
† | Represents the remaining life of the fund term or the estimated period of liquidation. |
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 – sometimes rapidly or unpredictably – due to various factors, including events or conditions affecting the general economy or particular industries; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency exchange rate, interest rate and commodity price fluctuations.
Issuer risks — The prices of, and the income generated by, securities held by the fund may decline in response to various factors directly related to the issuers of such securities, including reduced demand for an issuer’s goods or services, poor management performance and strategic initiatives such as mergers, acquisitions or dispositions and the market response to any such initiatives.
Investing in growth-oriented stocks — Growth-oriented common stocks and other equity-type securities (such as preferred stocks, convertible preferred stocks and convertible bonds) may involve larger price swings and greater potential for loss than other types of investments. These risks may be even greater in the case of smaller capitalization stocks.
Investing outside the U.S. — Securities of issuers domiciled outside the U.S., or with significant operations or revenues outside the U.S., may lose value because of adverse political, social, economic or market developments (including social instability, regional conflicts, terrorism and war) in the countries or regions in which the issuers operate or generate revenue. These securities may also lose value due to changes in foreign currency exchange rates against the U.S. dollar and/or currencies of other countries. Issuers of these securities may be more susceptible to actions of foreign governments, such as the imposition of price controls or punitive taxes, that could adversely impact the value of these securities. Securities markets in certain countries may be more volatile and/or less liquid than those in the U.S.. Investments outside the U.S. may also be subject to different accounting practices and different regulatory, legal and reporting standards and practices, and may be more difficult to value, than those in the U.S. In addition, the value of investments outside the U.S. may be reduced by foreign taxes, including foreign withholding taxes on interest and dividends. Further, there may be increased risks of delayed settlement of securities purchased or sold by the fund. The risks of investing outside the U.S. may be heightened in connection with investments in developing countries.
Investing in developing countries — Investing in countries with developing economies and/or markets may involve risks in addition to and greater than those generally associated with investing in the securities markets of developed countries. For instance, developing countries may have less developed legal and accounting systems than those in developed countries. The governments of these countries may be less stable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, and/or impose punitive taxes that could adversely affect the prices of securities. In addition, the economies of these countries may be dependent
20 | Emerging Markets Growth Fund |
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on relatively few industries that are more susceptible to local and global changes. Securities markets in these countries can also be relatively small and have substantially lower trading volumes. As a result, securities issued in these countries may be more volatile and less liquid, and may be more difficult to value, than securities issued in countries with more developed economies and/or markets. Less certainty with respect to security valuations may lead to additional challenges and risks in calculating the fund’s net asset value. Additionally, there may be increased settlement risks for transactions in local securities.
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. Certain investment techniques
Forward currency contracts — The fund has entered into open over-the-counter (“OTC”) forward currency contracts, which represent agreements to exchange currencies on specific future dates at predetermined rates. The fund’s investment adviser uses forward currency contracts to manage the fund’s exposure to changes in exchange rates. Upon entering into these contracts, risks may arise from the potential inability of counterparties to meet the terms of their contracts and from possible movements in exchange rates
On a daily basis, forward currency contracts are valued and unrealized appreciation or depreciation for open forward currency contracts is recorded in the fund’s statement of assets and liabilities. Realized gains or losses are recorded at the time the forward currency contract is closed or offset by another contract with the same broker for the same settlement date and currency.
Closed forward currency contracts that have not reached their settlement date are included in the respective receivables or payables for closed forward currency contracts in the fund’s statement of assets and liabilities. Net realized gains or losses from closed forward currency contracts and net unrealized appreciation or depreciation from open forward currency contracts are recorded in the fund’s statement of operations and statements of changes in net assets. The average month-end notional amount of open OTC forward currency contracts while held was $14,179,000.
Collateral — The fund participates in a collateral program due to its use of forward currency contracts. The program calls for the fund to either receive or pledge highly liquid assets, such as cash or U.S. Treasury bills, as collateral based on the net gain or loss on unsettled forward currency contracts by counterparty. The purpose of the collateral is to cover potential losses that could occur in the event that either party cannot meet its contractual obligations.
Restricted cash — The fund held restricted cash in connection with investments in forward currency contracts. Restricted cash is held in a segregated account with the fund’s custodian and is reflected in the Statement of Assets and Liabilities.
Rights of offset — The fund has entered into enforceable master netting agreements with certain counterparties for forward currency contracts, where on any date amounts payable by each party to the other (in the same currency with respect to the same transaction) may be closed or offset by each party’s payment obligation. If an early termination date occurs under these agreements following an event of default or termination event, all obligations of each party to its counterparty are settled net through a single payment in a single currency (“close-out netting”). For financial reporting purposes, the fund does not offset the financial assets and financial liabilities that are subject to these master netting arrangements in the statement of assets and liabilities.
The following table presents the fund’s forward currency contracts by counterparty that are subject to master netting agreements but that are not offset in the fund’s statement of assets and liabilities. The net amount column shows the impact of offsetting on the fund’s statement of assets and liabilities as of June 30, 2017 (dollars in thousands) if close-out netting was exercised:
* Non-cash collateral is shown on a settlement basis.
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6. Taxation and distributions
Federal income taxation — The fund complies with the requirements under Subchapter M of the Internal Revenue Code applicable to regulated investment companies 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 year ended June 30, 2017, 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 for tax years before 2013, by state authorities for tax years before 2012 and by tax authorities outside the U.S. for tax years before 2010.
Non-U.S. taxation — Dividend and interest income are recorded net of non-U.S. taxes paid. The fund may file withholding tax reclaims in certain jurisdictions to recover a portion of amounts previously withheld. As a result of rulings from European courts, the fund filed for additional reclaims related to prior years. These reclaims are recorded when the amount is known and there are no significant uncertainties on collectability. Gains realized by the fund on the sale of securities in certain countries, if any, may be subject to non-U.S. taxes. If applicable, the fund records an estimated deferred tax liability based on unrealized gains to provide for potential non-U.S. taxes payable upon the sale of these securities.
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 income on certain investments.
The fiscal year in which amounts are distributed may differ from the year in which the net investment income and net realized gains are recorded by the fund for financial reporting purposes. For the year ended June 30, 2017, the tax character of distributions paid to shareholders was ordinary income in the amount of $26,132,000. For the year ended June 30, 2016, the tax character of distributions paid to shareholders was ordinary income in the amount of $105,314,000.
During the year ended June 30, 2017, the fund reclassified $6,807,000 from accumulated net realized loss to undistributed net investment income to align financial reporting with tax reporting.
As of June 30, 2017, the tax basis components of distributable earnings, unrealized appreciation (depreciation) and cost of investment securities were as follows (dollars in thousands):
Undistributed ordinary income | $ | 24,028 | ||
Capital loss carryforward* | (283,948 | ) | ||
Gross unrealized appreciation on investment securities | 820,535 | |||
Gross unrealized depreciation on investment securities | (189,403 | ) | ||
Net unrealized appreciation on investment securities | 631,132 | |||
Cost of investment securities | 1,907,392 |
* | The capital loss carryforward will be used to offset any capital gains realized by the fund in future years. The fund will not make distributions from capital gains while a capital loss carryforward remains. |
22 | Emerging Markets Growth Fund |
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7. Fees and transactions with related parties
CII (the “Adviser”) is the fund’s investment adviser. American Funds Distributors, ® Inc. (“AFD”), the fund’s principal underwriter, is affiliated with the Adviser. The Adviser and AFD are considered related parties to the fund.
Investment advisory services — The fund has an Investment Advisory and Service Agreement with the Adviser that provides for monthly management fees determined on the last business day of each calendar week and month. The Adviser is wholly owned by Capital Group International, Inc., which is indirectly wholly owned by The Capital Group Companies, SM Inc. These fees are based on a series of decreasing annual rates beginning with 0.90% on the first $400 million of the fund’s net assets and decreasing to 0.52% on such assets in excess of $20 billion. For the year ended June 30, 2017, the investment advisory services fee was $18,782,000, which was equivalent to an annualized rate of 0.74% of average daily net assets.
Distribution services — The fund has a principal underwriting agreement with AFD. AFD does not receive compensation for any sale of the fund’s shares.
Directors’ compensation — Directors who are unaffiliated with the Adviser 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 the American Funds. These amounts represent general, unsecured liabilities of the fund and vary according to the total returns of the selected funds. Directors’ compensation shown on the accompanying financial statements includes $351,000 in current fees (either paid in cash or deferred) and a net increase of $451,000 in the value of the deferred amounts.
Affiliated officers and directors — Officers and certain directors of the fund are or may be considered to be affiliated with the Adviser. No affiliated officers or directors received any compensation directly from the fund.
Interfund lending — Pursuant to an exemptive order issued by the SEC, the fund, along with other CII-managed funds (or funds managed by certain affiliates of CII), may participate in an interfund lending program. The program provides an alternate credit facility that permits the funds to lend or borrow cash for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. The fund did not lend or borrow cash through the interfund lending program at any time during the year ended June 30, 2017.
8. Committed line of credit
The fund participates with other funds managed by CII (or funds managed by certain affiliates of CII) in a $1 billion credit facility (the “line of credit”) to be utilized for temporary purposes to support shareholder redemptions. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which are reflected in other expenses in the fund’s statement of operations. The fund did not borrow on this line of credit at any time during the year ended June 30, 2017.
9. Investment transactions and other disclosures
The fund made purchases and sales of investment securities, excluding short-term securities, of $1,113,291,000 and $1,806,723,000, respectively, during the year ended June 30, 2017.
The fund receives an expense reduction in its custodian fee equal to the amount of interest calculated on certain cash balances held at the custodian bank. For the year ended June 30, 2017, the custodian fee of $886,000 was reduced by $5,000.
Emerging Markets Growth Fund | 23 |
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Financial highlights
Year ended June 30 | ||||||||||||||||||||
2017 | 2016 | 2015 1 | 2014 | 2013 | ||||||||||||||||
Net asset value, beginning of year | $ | 5.92 | $ | 6.94 | $ | 7.97 | $ | 7.45 | $ | 7.39 | ||||||||||
Income (loss) from investment operations 2 : | ||||||||||||||||||||
Net investment income | .09 | 3 | .08 | .08 | .07 | .12 | ||||||||||||||
Net realized and unrealized gain (loss) on investments | 1.40 | (.93 | ) | (.71 | ) | .86 | .19 | |||||||||||||
Total from investment operations | 1.49 | (.85 | ) | (.63 | ) | .93 | .31 | |||||||||||||
Less dividends and distributions: | ||||||||||||||||||||
Dividends from net investment income | (.07 | ) | (.17 | ) | (.14 | ) | (.10 | ) | (.21 | ) | ||||||||||
Distributions from net realized gains | — | — | (.26 | ) | (.31 | ) | (.04 | ) | ||||||||||||
Total dividends and distributions | (.07 | ) | (.17 | ) | (.40 | ) | (.41 | ) | (.25 | ) | ||||||||||
Net asset value, end of year | $ | 7.34 | $ | 5.92 | $ | 6.94 | $ | 7.97 | $ | 7.45 | ||||||||||
Total return | 25.43 | % | (12.09 | )% | (7.71 | )% | 12.69 | % | 3.95 | % | ||||||||||
Ratios/Supplemental data: | ||||||||||||||||||||
Net assets, end of year (in millions) | $ | 2,545 | $ | 2,740 | $ | 4,621 | $ | 6,526 | $ | 9,564 | ||||||||||
Ratio of expenses to average net assets 4 | .85 | % | .78 | % | .75 | % | .73 | % | .73 | % | ||||||||||
Ratio of net investment income to average net assets | 1.40 | % 3 | 1.44 | % | 1.12 | % | .88 | % | 1.55 | % | ||||||||||
Portfolio turnover rate | 46 | % | 48 | % 5 | 26 | % | 41 | % | 41 | % |
1 | Prior to October 31, 2014, the fund operated as an open-end interval fund, with monthly redemptions and weekly purchases. |
2 | Based on average shares outstanding. |
3 | For the year ended June 30, 2017, this reflects the impact of European Union tax reclaims received that resulted in a one-time increase to net investment income. If the reclaim had not occurred, the net investment income per share and ratio of net income to average net assets would have been lower by $.02 and .34 percentage points, respectively. |
4 | This ratio does not include acquired fund fees and expenses. |
5 | The portfolio turnover calculation has been adjusted to exclude the value of securities acquired in connection with the fund’s acquisition of the assets of the Capital Group Emerging Markets Equity Trust (US) on November 6, 2015. Should the calculation not have been subject to such adjustment, the fund’s portfolio turnover ratio would have been 58%. |
See Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Emerging Markets Growth Fund, Inc.
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 Emerging Markets Growth Fund, Inc. (the "Fund") as of June 30, 2017, 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 five years in the period then ended, 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 as of June 30, 2017 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Los Angeles, California
August 21, 2017
Emerging Markets Growth Fund, Inc.
P art C
Other Information
Item 28 . E xhibits for Registration Statement (1940 Act No. 811-04692 and 1933 Act No. 333-74995)
(a) | Articles of Incorporation – Articles of Amendment and Restatement effective 12/9/16; and Articles Supplementary effective 6/6/17 |
(b) | By-laws – Amended and Restated By-Laws effective 12/9/16 |
(c) | Instruments Defining Rights of Security Holders – Amended Specimen Certificate of Common Stock – previously filed (see P/E Amendment No. 11 filed 1/17/07) |
(d) | Investment Advisory Contracts – Amended and Restated Investment Advisory and Service Agreement dated 1/1/17 |
(e) | Underwriting Contracts – Amended and Restated Principal Underwriting Agreement effective 9/1/17 |
(f) | Bonus or Profit Sharing Contracts – Amended and Restated Directors Deferred Compensation Plan effective 6/25/15 |
(g) | Custodian Agreements – Form of Global Custody Agreement – previously filed (see P/E Amendment No. 12 filed 8/29/08); and Form of Amendment to Global Custody Agreement – previously filed (see P/E Amendment No. 25 filed 9/1/15) |
(h) | Other Material Contracts – Form of Indemnification Agreement effective 12/9/16; Amended and Restated Shareholder Services Agreement effective 9/1/17; and Administrative Services Agreement effective 9/1/17 |
(i-1) | Legal Opinion – Legal Opinion – previously filed (see P/E Amendment No. 5 filed 8/28/02) |
(i-2) | Legal Opinion |
(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 – None |
(n) | Rule 18f-3 Plan – Multiple Class Plan effective 9/1/17 |
(o) | Reserved |
(p) | Code of Ethics – Code of Ethics for The Capital Group Companies dated May 2017; and Code of Ethics for Registrant |
Item 29. Persons Controlled By or Under Common Control with Registrant
None.
Item 30. Indemnification
The Registrant is a joint-insured under Investment Adviser/Mutual Fund Errors and Omissions Policies, which insure its officers and directors 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.
The Registrant’s Articles of Incorporation and By-Laws provide that the Registrant will indemnify its officers and directors 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. Indemnification may be against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the director or officer in connection with any proceeding. However, if the proceeding was one by or in the right of the Corporation, indemnification may not be made in respect of any proceeding in which the director or officer shall have been adjudged to be liable to the Corporation. In accordance with Section 17(h) of the Investment Company Act of 1940, as amended, and its 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.
It is the position of the SEC that indemnification of directors and officers for liabilities arising under the Securities Act of 1933 is against public policy and is unenforceable pursuant to Section 14 of the Securities Act.
Item 31. Business and Other Connections of Investment Advisers and Their Officers and Directors
For information relating to the investment adviser’s officers and directors, reference is made to Form ADV filed under the Investment Advisers Act of 1940 by Capital International, Inc.
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 Developing World Growth and Income Fund, American Funds Emerging Markets Bond Fund, American Funds Fundamental Investors, American Funds Global Balanced Fund, The American Funds Income Series, American Funds Inflation Linked Bond Fund, American Funds Mortgage Fund, American Funds Portfolio Series, American Funds Retirement Income Portfolio Series, American Funds Short-Term Tax-Exempt Bond Fund, American Funds Strategic Bond Fund, American Funds Target Date Retirement Series, American Funds Tax-Exempt Fund of New York, The American Funds Tax-Exempt Series II, American Funds U.S. Government Money Market Fund, American High-Income Municipal Bond Fund, American High-Income Trust, American Mutual Fund, The Bond Fund of America, Capital Group Emerging Markets Total Opportunities Fund, Capital Income Builder, Capital Group 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 |
|
LAO |
C. Thomas Akin II
|
Regional Vice President | None |
IRV |
Laurie M. Allen
|
Senior Vice President | None |
LAO |
Ashley T. Amato
|
Assistant Vice President | None |
LAO |
William C. Anderson
|
Senior Vice President | None |
LAO |
Dion T. Angelopoulos
|
Assistant Vice President | None |
LAO |
Curtis A. Baker
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
T. Patrick Bardsley
|
Vice President | None |
SNO |
Mark C. Barile
|
Assistant Vice President | None |
LAO |
Shakeel A. Barkat
|
Senior Vice President | None |
LAO |
Brett A. Beach
|
Assistant Vice President | None |
LAO |
Bethann Beiermeister
|
Regional Vice President | None |
LAO |
Jeb M. Bent
|
Vice President | None |
LAO |
Jerry R. Berg
|
Regional Vice President | None |
LAO |
Michel L. Bergesen
|
Vice President | None |
LAO |
Joseph W. Best, Jr.
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Roger J. Bianco, Jr.
|
Vice President | None |
LAO |
Ryan M. Bickle
|
Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
John A. Blanchard
|
Senior Vice President | None |
LAO |
Marek Blaskovic
|
Regional Vice President | None |
LAO |
Jeffrey E. Blum
|
Regional Vice President | None |
LAO |
Gerard M. Bockstie, Jr.
|
Senior Vice President | None |
LAO |
Jill M. Boudreau
|
Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Andre W. Bouvier
|
Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Michael A. Bowman
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
David H. Bradin
|
Vice President | None |
LAO |
William P. Brady
|
Senior Vice President | None |
IRV |
Jason E. Brady
|
Regional Vice President | None |
LAO |
William G. Bridge
|
Regional Vice President | None |
IND |
Robert W. Brinkman
|
Assistant Vice President | None |
LAO |
Kevin G. Broulette
|
Vice President | None |
LAO |
C. Alan Brown
|
Vice President | None |
LAO |
E. Chapman Brown, Jr.
|
Regional Vice President | None |
LAO |
Toni L. Brown
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
IND |
Jennifer A. Bruce
|
Assistant Vice President | None |
LAO |
Gary D. Bryce
|
Vice President | None |
IRV |
Eileen K. Buckner
|
Assistant Vice President | None |
LAO |
Sheryl M. Burford
|
Assistant Vice President | None |
LAO |
Ronan J. Burke
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Steven Calabria
|
Senior Vice President | None |
LAO |
Thomas E. Callahan
|
Vice President | None |
LAO |
Anthony J. Camilleri
|
Regional Vice President | None |
LAO |
Kelly V. Campbell
|
Vice President | None |
LAO |
Anthon S. Cannon III
|
Assistant Vice President | None |
LAO |
Jason S. Carlough
|
Regional Vice President | None |
LAO |
Damian F. Carroll
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
James D. Carter
|
Vice President | None |
LAO |
Stephen L. Caruthers
|
Vice President, Capital Group Institutional Investment Services Division | None |
SFO |
James G. Carville
|
Senior Vice President, Capital Group Institutional Investment Services Division
|
None |
LAO |
Philip L. Casciano
|
Regional Vice President | None |
LAO |
Brian C. Casey
|
Senior Vice President | None |
LAO |
Christopher M. Cefalo
|
Regional Vice President
|
None |
LAO |
Kent W. Chan
|
Vice President | None |
LAO |
Becky C. Chao
|
Vice President | None |
LAO |
David D. Charlton
|
Senior Vice President | None |
LAO |
Thomas M. Charon
|
Senior Vice President | None |
LAO |
Daniel A. Chodosch
|
Regional Vice President | None |
LAO |
Wellington Choi
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Paul A. Cieslik
|
Senior Vice President | None |
IND |
G. Michael Cisternino
|
Assistant Vice President | None |
LAO |
Andrew R. Claeson
|
Regional Vice President | None |
LAO |
Jamie A. Claypool
|
Regional Vice President | None |
LAO |
Kevin G. Clifford
|
Director, Chairman and Chief Executive Officer; President, Capital Group Institutional Investment Services Division | None |
LAO |
Hannah L. Coan
|
Vice President | None |
LAO |
Ruth M. Collier
|
Senior Vice President | None |
IND |
Timothy J. Colvin
|
Regional Vice President | None |
LAO |
Christopher M. Conwell
|
Vice President | None |
LAO |
C. Jeffrey Cook
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Joseph G. Cronin
|
Senior Vice President | None |
LAO |
D. Erick Crowdus
|
Vice President | None |
LAO |
Brian M. Daniels
|
Senior Vice President | None |
LAO |
Hanh M. Dao
|
Vice President | None |
LAO |
William F. Daugherty
|
Senior Vice President | None |
LAO |
Scott T. Davis
|
Vice President | None |
LAO |
Shane L. Davis
|
Vice President | None |
LAO |
Peter J. Deavan
|
Vice President | None |
LAO |
Guy E. Decker
|
Senior Vice President | None |
LAO |
Daniel Delianedis
|
Senior Vice President | None |
LAO |
Mark A. Dence
|
Senior Vice President | None |
LAO |
Stephen Deschenes
|
Senior Vice President | None |
LAO |
Mario P. DiVito
|
Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Joanne H. Dodd
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Kevin F. Dolan
|
Senior Vice President | None |
LAO |
Thomas L. Donham
|
Vice President | None |
LAO |
John H. Donovan IV
|
Assistant Vice President | None |
LAO |
John J. Doyle
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Ryan T. Doyle
|
Vice President | None |
LAO |
Craig Duglin
|
Senior Vice President | None |
LAO |
Alan J. Dumas
|
Regional Vice President | None |
SNO |
Bryan K. Dunham
|
Assistant Vice President | None |
LAO |
John E. Dwyer IV
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
IND |
Karyn B. Dzurisin
|
Vice President | None |
LAO |
Kevin C. Easley
|
Vice President | None |
LAO |
Damian Eckstein
|
Vice President | None |
LAO |
Matthew J. Eisenhardt
|
Senior Vice President | None |
LAO |
Timothy L. Ellis
|
Senior Vice President | None |
LAO |
John A. Erickson
|
Regional Vice President | None |
LAO |
John M. Fabiano
|
Regional Vice President | None |
LAO |
E. Luke Farrell
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Bryan R. Favilla
|
Regional Vice President | None |
LAO |
Mark A. Ferraro
|
Regional Vice President | None |
LAO |
James M. Ferrauilo
|
Vice President | None |
LAO |
William F. Flannery
|
Senior Vice President | None |
LAO |
Kevin H. Folks
|
Vice President | None |
LAO |
David R. Ford
|
Vice President | None |
LAO |
Steven M. Fox
|
Vice President | None |
LAO |
Vanda S. Freesman
|
Vice President | None |
LAO |
Daniel Frick
|
Senior Vice President | None |
LAO |
Samantha T. Gammell
|
Assistant Vice President | None |
SNO |
Arturo V. Garcia, Jr.
|
Vice President | None |
LAO |
J. Gregory Garrett
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Brian K. Geiger
|
Vice President | None |
LAO |
Jacob M. Gerber
|
Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
J. Christopher Gies
|
Senior Vice President | None |
LAO |
Pamela A. Gillett
|
Regional Vice President
|
None |
LAO |
William F. Gilmartin
|
Regional Vice President | None |
LAO |
Kathleen D. Golden
|
Regional Vice President | None |
SNO |
Craig B. Gray
|
Assistant Vice President | None |
LAO |
Robert E. Greeley, Jr.
|
Vice President | None |
LAO |
Jameson R. Greenstone
|
Regional Vice President | None |
LAO |
Jeffrey J. Greiner
|
Senior Vice President | None |
LAO |
Eric M. Grey
|
Senior Vice President | None |
LAO |
Karen M. Griffin
|
Assistant Vice President | None |
LAO |
E. Renee Grimm
|
Regional Vice President
|
None |
SNO |
Virginia Guevara
|
Assistant Vice President | None |
IRV |
Steven Guida
|
Senior Vice President | None |
LAO |
Sam S. Gumma
|
Regional Vice President | None |
LAO |
Jan S. Gunderson
|
Senior Vice President | None |
LAO |
Ralph E. Haberli
|
Senior Vice President; Senior Vice President, Capital Group Institutional Investment Services Division
|
None |
LAO |
Paul B. Hammond
|
Senior Vice President | None |
LAO |
Philip E. Haning
|
Regional Vice President | None |
LAO |
Dale K. Hanks
|
Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
David R. Hanna
|
Regional Vice President | None |
LAO |
Brandon S. Hansen
|
Regional Vice President | None |
LAO |
Derek S. Hansen
|
Senior Vice President | None |
LAO |
Julie O. Hansen
|
Vice President | None |
LAO |
John R. Harley
|
Senior Vice President | None |
LAO |
Calvin L. Harrelson III
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Robert J. Hartig, Jr.
|
Senior Vice President | None |
LAO |
Craig W. Hartigan
|
Senior Vice President | None |
LAO |
Alan M. Heaton
|
Vice President | None |
LAO |
Clifford W. “Webb” Heidinger
|
Regional Vice President | None |
LAO |
Brock A. Hillman
|
Vice President, Capital Group Institutional Investment Services Division
|
None |
LAO |
Jennifer M. Hoang
|
Vice President | None |
LAO |
Heidi B. Horwitz-Marcus
|
Senior Vice President | None |
LAO |
David R. Hreha
|
Regional Vice President | None |
LAO |
Frederic J. Huber
|
Senior Vice President; Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
David K. Hummelberg
|
Director, Senior Vice President, Treasurer and Controller | None |
LAO |
James A. Humpherson Mollett
|
Regional Vice President | None |
LAO |
Jeffrey K. Hunkins
|
Vice President | None |
LAO |
Marc G. Ialeggio
|
Senior Vice President | None |
IND |
David K. Jacocks
|
Assistant Vice President | None |
LAO |
W. Chris Jenkins
|
Vice President | None |
LAO |
Daniel J. Jess II
|
Regional Vice President | None |
IND |
Jameel S. Jiwani
|
Regional Vice President | None |
LAO |
Sarah C. Johnson
|
Vice President | None |
LAO |
Brendan M. Jonland
|
Vice President | None |
LAO |
David G. Jordt
|
Regional Vice President
|
None |
LAO |
Stephen T. Joyce
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Thomas J. Joyce
|
Senior Vice President | None |
LAO |
Maria Karahalis
|
Senior Vice President, Capital Group Institutional Investment Services Division | |
LAO |
John P. Keating
|
Senior Vice President | None |
LAO |
David B. Keib
|
Regional Vice President | None |
LAO |
Brian G. Kelly
|
Senior Vice President | None |
LAO |
Christopher J. Kennedy
|
Regional Vice President | None |
LAO |
Jason A. Kerr
|
Vice President | None |
LAO |
Ryan C. Kidwell
|
Vice President | None |
LAO |
Layla S. Kim
|
Vice President | None |
IRV |
Michael C. Kim
|
Vice President | None |
LAO |
Charles A. King
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Mark Kistler
|
Senior Vice President | None |
LAO |
Stephen J. Knutson
|
Assistant Vice President | None |
LAO |
James M. Kreider
|
Vice President | None |
IRV |
Theresa A. Kristiansen
|
Vice President | None |
SNO |
David D. Kuncho
|
Vice President | None |
LAO |
Richard M. Lang
|
Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Christopher F. Lanzafame
|
Senior Vice President | None |
LAO |
Andrew P. Laskowski
|
Regional Vice President | None |
SNO |
Sandra A. Lass
|
Assistant Vice President | None |
LAO |
Andrew Le Blanc
|
Senior Vice President | None |
LAO |
Matthew N. Leeper
|
Vice President | None |
LAO |
Clay M. Leveritt
|
Vice President | None |
LAO |
Louis K. Linquata
|
Senior Vice President | None |
LAO |
Heather M. Lord
|
Senior Vice President | None |
LAO |
James M. Maher
|
Vice President | None |
LAO |
Brendan T. Mahoney
|
Senior Vice President | None |
LAO |
Nathan G. Mains
|
Vice President | None |
LAO |
Brooke M. Marrujo
|
Vice President | None |
LAO |
Stephen B. May
|
Vice President | None |
LAO |
Joseph A. McCreesh, III
|
Senior Vice President | None |
LAO |
Ross M. McDonald
|
Vice President | None |
LAO |
Timothy W. McHale
|
Secretary | Vice President |
LAO |
Max J. McQuiston
|
Regional Vice President | None |
LAO |
Scott M. Meade
|
Senior Vice President | None |
LAO |
Simon Mendelson
|
Senior Vice President | None |
LAO |
David A. Merrill
|
Assistant Vice President | None |
LAO |
Conrad F. Metzger
|
Regional Vice President | None |
LAO |
Jennifer M. Miller
|
Regional Vice President | None |
LAO |
William T. Mills
|
Senior Vice President | None |
LAO |
Sean C. Minor
|
Vice President | None |
LAO |
Louis W. Minora
|
Regional Vice President | None |
LAO |
James R. Mitchell III
|
Vice President | None |
LAO |
Charles L. Mitsakos
|
Senior Vice President | None |
LAO |
Robert P. Moffett III
|
Regional Vice President | None |
LAO |
Ryan D. Moore
|
Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
David H. Morrison
|
Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Andrew J. Moscardini
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
NYO |
Timothy J. Murphy
|
Senior Vice President | None |
LAO |
Christina M. Neal
|
Assistant Vice President | None |
LAO |
Jon C. Nicolazzo
|
Vice President | None |
LAO |
Earnest M. Niemi
|
Vice President | None |
LAO |
William E. Noe
|
Senior Vice President | None |
LAO |
Matthew P. O’Connor
|
Director and President; Senior Vice President, Capital Group Institutional Investment Services Division | None |
IND |
Jody L. O’Dell
|
Assistant Vice President | None |
LAO |
Jonathan H. O’Flynn
|
Vice President | None |
LAO |
Peter A. Olsen
|
Regional Vice President | None |
LAO |
Jeffrey A. Olson
|
Vice President | None |
LAO |
Thomas A. O’Neil
|
Vice President | None |
IRV |
Paula A. Orologas
|
Vice President | None |
LAO |
Gregory H. Ortman
|
Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Shawn M. O’Sullivan
|
Vice President | None |
IND |
Lance T. Owens
|
Vice President | None |
LAO |
Kristina E. Page
|
Regional Vice President | None |
LAO |
Rodney Dean Parker II
|
Vice President | None |
LAO |
Lynn M. Patrick
|
Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Timothy C. Patterson
|
Vice President | None |
LAO |
W. Burke Patterson, Jr.
|
Senior Vice President | None |
LAO |
Gary A. Peace
|
Senior Vice President | None |
LAO |
Robert J. Peche
|
Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
David K. Petzke
|
Senior Vice President | None |
LAO |
Adam W. Phillips
|
Vice President | None |
LAO |
Joseph M. Piccolo
|
Vice President | None |
LAO |
Keith A. Piken
|
Senior Vice President | None |
LAO |
John Pinto
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Carl S. Platou
|
Senior Vice President | None |
SNO |
Andrew H. Plummer
|
Assistant Vice President | None |
LAO |
David T. Polak
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Charles R. Porcher
|
Senior Vice President | None |
LAO |
Leah K. Porter
|
Vice President | None |
SNO |
Robert B. Potter III
|
Assistant Vice President | None |
LAO |
Abbas Qasim
|
Vice President | None |
LAO |
Steven J. Quagrello
|
Senior Vice President | None |
IND |
Kelly S. Quick
|
Assistant Vice President | None |
LAO |
Michael R. Quinn
|
Senior Vice President | None |
LAO |
James R. Raker
|
Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Sunder R. Ramkumar
|
Senior Vice President | None |
LAO |
Rachel M. Ramos
|
Assistant 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 |
Michael D. Reynaert
|
Regional Vice President | None |
LAO |
Christopher J. Richardson
|
Regional Vice President | None |
SNO |
Stephanie A. Robichaud
|
Assistant Vice President | None |
LAO |
Jeffrey J. Robinson
|
Vice President | None |
LAO |
Matthew M. Robinson
|
Vice President | None |
LAO |
Rochelle C. Rodriguez
|
Regional Vice President | None |
LAO |
Thomas W. Rose
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
SNO |
Tracy M. Roth
|
Assistant Vice President | None |
LAO |
Rome D. Rottura
|
Senior Vice President | None |
LAO |
Shane A. Russell
|
Vice President | None |
LAO |
William M. Ryan
|
Senior Vice President | None |
LAO |
Dean B. Rydquist
|
Director, Senior Vice President and Chief Compliance Officer | None |
IND |
Brenda S. Rynski
|
Regional Vice President | None |
LAO |
Richard A. Sabec, Jr.
|
Senior Vice President | None |
SNO |
Richard R. Salinas
|
Assistant Vice President | None |
LAO |
Paul V. Santoro
|
Senior Vice President | None |
LAO |
Keith A. Saunders
|
Regional Vice President | None |
LAO |
Joe D. Scarpitti
|
Senior Vice President | None |
LAO |
Michael A. Schweitzer
|
Senior Vice President | None |
LAO |
Mark A. Seaman
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
James J. Sewell III
|
Senior Vice President | None |
LAO |
Arthur M. Sgroi
|
Senior Vice President | None |
LAO |
Brad W. Short
|
Vice President | None |
LAO |
Nathan W. Simmons
|
Vice President | None |
LAO |
Connie F. Sjursen
|
Vice President | None |
LAO |
Melissa A. Sloane
|
Regional Vice President | None |
SNO |
Stacy D. Smolka
|
Vice President | None |
LAO |
J. Eric Snively
|
Vice President | None |
LAO |
Jason M. Snow
|
Regional Vice President | None |
LAO |
Kristen J. Spazafumo
|
Vice President | None |
LAO |
Margaret V. Steinbach
|
Vice President | None |
LAO |
Michael P. Stern
|
Senior Vice President | None |
LAO |
Andrew J. Strandquist
|
Regional Vice President
|
None |
IRV |
Todd O. Stucke
|
Assistant Vice President | None |
LAO |
Peter D. Thatch
|
Senior Vice President | None |
LAO |
John B. Thomas
|
Vice President | None |
LAO |
Cynthia M. Thompson
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
IND |
Scott E. Thompson
|
Assistant Vice President | None |
HRO |
Stephen B. Thompson
|
Regional Vice President | None |
LAO |
Mark R. Threlfall
|
Vice President | None |
LAO |
Ryan D. Tiernan
|
Vice President | None |
LAO |
Emily R. Tillman
|
Vice President | None |
LAO |
Russell W. Tipper
|
Senior Vice President | None |
LAO |
Luke N. Trammell
|
Senior Vice President | None |
LAO |
Jordan A. Trevino
|
Regional Vice President | None |
LAO |
Shaun C. Tucker
|
Senior Vice President | None |
IND |
Ryan C. Tyson
|
Assistant Vice President | None |
LAO |
David E. Unanue
|
Senior Vice President | None |
LAO |
Idoya Urrutia
|
Vice President | None |
LAO |
Scott W. Ursin-Smith
|
Senior Vice President | None |
LAO |
Patrick D. Vance
|
Vice President | None |
LAO |
Srinkanth Vemuri
|
Senior Vice President | None |
LAO |
Spilios Venetsanopoulos
|
Vice President | None |
LAO |
J. David Viale
|
Senior Vice President | None |
LAO |
Robert D. Vigneaux III
|
Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Jayakumar Vijayanathan
|
Senior Vice President | None |
LAO |
Julie A. Vogel
|
Regional Vice President | None |
LAO |
Todd R. Wagner
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Jon N. Wainman
|
Vice President | None |
LAO |
Sherrie S. Walling
|
Vice President | None |
LAO |
Brian M. Walsh
|
Senior Vice President | None |
LAO |
Susan O. Walton
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
SNO |
Chris L. Wammack
|
Vice President | None |
LAO |
Matthew W. Ward
|
Regional Vice President | None |
LAO |
Thomas E. Warren
|
Senior Vice President | None |
IND |
Kristen M. Weaver
|
Assistant Vice President | None |
LAO |
George J. Wenzel
|
Senior Vice President | None |
LAO |
Jason M. Weybrecht
|
Senior Vice President, Capital Group Institutional Investment Services Division | None |
LAO |
Adam B. Whitehead
|
Vice President | None |
LAO |
N. Dexter Williams
|
Senior Vice President | None |
LAO |
Steven Wilson
|
Vice President | None |
LAO |
Steven C. Wilson
|
Vice President | None |
LAO |
Kurt A. Wuestenberg
|
Senior Vice President | None |
LAO |
Jonathan A. Young
|
Senior Vice President | None |
LAO |
Jason P. Young
|
Senior Vice President | None |
LAO |
Raul Zarco, Jr.
|
Vice President, Capital Group Institutional Investment Services Division | None |
IND |
Ellen M. Zawacki
|
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) None
Item 33. Location of Accounts and Records
Accounts, books and other records required by Rules 31a-1 and 31a-2 under the Investment Company Act of 1940, as amended, are maintained and kept in the offices of the Registrant’s investment adviser, Capital International, Inc. at 333 South Hope Street, Los Angeles, California 90071; 400 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; 3500 Wiseman Boulevard, San Antonio, Texas 78251; and 5300 Robin Hood Road, Norfolk, Virginia 23513.
Records covering portfolio transactions are maintained and kept by the Registrant’s custodian, JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017-2070.
Item 34. Management Services
Not Applicable.
Item 35. Undertakings
Not Applicable.
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 29 th day of August, 2017.
EMERGING MARKETS GROWTH FUND, INC.
By: /s/ Victor D. Kohn
(Victor D. Kohn, President)
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on August 29, 2017, by the following persons in the capacities indicated.
Signature | Title | |
(1) | Principal Executive Officer | |
/s/ Victor D. Kohn | President | |
(Victor D. Kohn) | ||
(2) | Principal Financial Officer and Principal Accounting Officer | |
/s/ Gregory F. Niland | Treasurer | |
(Gregory F. Niland) | ||
(3) | Directors | |
Joseph C. Berenato* | Director | |
Richard G. Capen, Jr.* | Director | |
Vanessa C. L. Chang* | Director | |
H. Frederick Christie* | Director | |
Richard G. Newman* | Chairman of the Board (Independent and Non-Executive) | |
Paul F. Roye* | Vice Chairman of the Board | |
*By: | /s/ Courtney R. Taylor | |
(Courtney R. Taylor, 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/ Rachel V. Nass
(Rachel V. Nass, Counsel)
POWER OF ATTORNEY
I, Joseph C. Berenato, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):
- | American Funds Fundamental Investors (File No. 002-10760, File No. 811-00032) |
- | Capital Group Emerging Markets Total Opportunities Fund (File No. 333-176635, File No. 811-22605) |
- | Capital Group Private Client Services Funds (File No. 333-163115, File No. 811-22349) |
- | Capital Income Builder (File No. 033-12967, File No. 811-05085) |
- | Capital World Growth and Income Fund (File No. 033-54444, File No. 811-07338) |
- | Emerging Markets Growth Fund, Inc. (File No. 333-74995, File No. 811-04692) |
- | The Growth Fund of America (File No. 002-14728, File No. 811-00862) |
- | The New Economy Fund (File No. 002-83848, File No. 811-03735) |
- | SMALLCAP World Fund, Inc. (File No. 033-32785, File No. 811-05888) |
- | SMALLCAP World Fund |
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 L. Butler Steven I. Koszalka Michael W. Stockton Courtney R. Taylor Timothy W. McHale Jane Y. Chung Susan K. Countess Julie E. Lawton Laurie D. Neat Raymond F. Sullivan, Jr. |
Brian D. Bullard Brian C. Janssen Dori Laskin Hong Le Gregory F. Niland |
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 Redondo Beach, CA , this 26 th day of July, 2017.
(City, State)
/s/ Joseph C. Berenato
Joseph C. Berenato, Board member
POWER OF ATTORNEY
I, Richard G. Capen, Jr., the undersigned Board member of the following registered investment companies (collectively, the “Funds”):
- | Capital Group Emerging Markets Total Opportunities Fund (File No. 333-176635, File No. 811-22605) |
- | Capital Group Private Client Services Funds (File No. 333-163115, File No. 811-22349) |
- | Emerging Markets Growth Fund, Inc. (File No. 333-74995, File No. 811-04692) |
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 L. Butler Steven I. Koszalka Michael W. Stockton Courtney R. Taylor Timothy W. McHale Jane Y. Chung Susan K. Countess Julie E. Lawton Laurie D. Neat Raymond F. Sullivan, Jr. |
Brian D. Bullard Brian C. Janssen Dori Laskin Hong Le Gregory F. Niland |
each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.
EXECUTED at San Diego, CA , this 5 th day of July, 2017.
(City, State)
/s/ Richard G. Capen, Jr.
Richard G. Capen, Jr., Board member
POWER OF ATTORNEY
I, Vanessa C. L. Chang, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):
- | American Balanced Fund (File No. 002-10758, File No. 811-00066) |
- | American Funds Developing World Growth and Income Fund (File No. 333-190913, File No. 811-22881) |
- | Capital Group Emerging Markets Total Opportunities Fund (File No. 333-176635, File No. 811-22605) |
- | Capital Group Private Client Services Funds (File No. 333-163115, File No. 811-22349) |
- | Emerging Markets Growth Fund, Inc. (File No. 333-74995, File No. 811-04692) |
- | EuroPacific Growth Fund (File No. 002-83847, File No. 811-03734) |
- | EuroPacific Growth Fund |
- | The Income Fund of America (File No. 002-33371, File No. 811-01880) |
- | International Growth and Income Fund (File No. 333-152323, File No. 811-22215) |
- | New Perspective Fund (File No. 002-47749, File No. 811-02333) |
- | New World Fund, Inc. (File No. 333-67455, File No. 811-09105) |
- | American Funds New World Fund |
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 L. Butler Steven I. Koszalka Michael W. Stockton Courtney R. Taylor Timothy W. McHale Jane Y. Chung Susan K. Countess Julie E. Lawton Laurie D. Neat Raymond F. Sullivan, Jr. |
Brian D. Bullard Brian C. Janssen Dori Laskin Hong Le Gregory F. Niland |
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 North Berwick, Scotland , this 5 th day of July, 2017.
(City, State)
/s/ Vanessa C. L. Chang
Vanessa C. L. Chang, Board member
POWER OF ATTORNEY
I, H. Frederick Christie, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):
- | Capital Group Emerging Markets Total Opportunities Fund (File No. 333-176635, File No. 811-22605) |
- | Capital Group Private Client Services Funds (File No. 333-163115, File No. 811-22349) |
- | Emerging Markets Growth Fund, Inc. (File No. 333-74995, File No. 811-04692) |
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 L. Butler Steven I. Koszalka Michael W. Stockton Courtney R. Taylor Timothy W. McHale Jane Y. Chung Susan K. Countess Julie E. Lawton Laurie D. Neat Raymond F. Sullivan, Jr. |
Brian D. Bullard Brian C. Janssen Dori Laskin Hong Le Gregory F. Niland |
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 Palos Verdes Estates, CA , this 5 th day of July, 2017.
(City, State)
/s/ H. Frederick Christie
H. Frederick Christie, Board member
POWER OF ATTORNEY
I, Richard G. Newman, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):
- | Capital Group Emerging Markets Total Opportunities Fund (File No. 333-176635, File No. 811-22605) |
- | Capital Group Private Client Services Funds (File No. 333-163115, File No. 811-22349) |
- | Emerging Markets Growth Fund, Inc. (File No. 333-74995, File No. 811-04692) |
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 L. Butler Steven I. Koszalka Michael W. Stockton Courtney R. Taylor Timothy W. McHale Jane Y. Chung Susan K. Countess Julie E. Lawton Laurie D. Neat Raymond F. Sullivan, Jr. |
Brian D. Bullard Brian C. Janssen Dori Laskin Hong Le Gregory F. Niland |
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 Santa Monica, CA , this 9 th day of July, 2017.
(City, State)
/s/ Richard G. Newman
Richard G. Newman, Board member
POWER OF ATTORNEY
I, Paul F. Roye, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):
- | Capital Group Emerging Markets Total Opportunities Fund (File No. 333-176635, File No. 811-22605) |
- | Capital Group Private Client Services Funds (File No. 333-163115, File No. 811-22349) |
- | Emerging Markets Growth Fund, Inc. (File No. 333-74995, File No. 811-04692) |
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 L. Butler Steven I. Koszalka Michael W. Stockton Courtney R. Taylor Timothy W. McHale Jane Y. Chung Susan K. Countess Julie E. Lawton Laurie D. Neat Raymond F. Sullivan, Jr. |
Brian D. Bullard Brian C. Janssen Dori Laskin Hong Le Gregory F. Niland |
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 Norfolk, VA , this 17 th day of July, 2017.
(City, State)
/s/ Paul F. Roye
Paul F. Roye, Board member
EMERGING MARKETS GROWTH FUND, INC.
ARTICLES OF AMENDMENT AND RESTATEMENT
FIRST : Emerging Markets Growth Fund, Inc., a Maryland corporation (the “Corporation”), desires to amend and restate its charter as currently in effect and as hereinafter amended.
SECOND : The following provisions are all the provisions of the charter currently in effect and as hereinafter amended:
I.
INCORPORATOR
Michael L. Sapir, whose post address was 1120 Connecticut Avenue, N.W., Washington, D.C. 20036, being at least 18 years of age, acted as incorporator and formed this Corporation under the general laws of the State of Maryland.
II.
NAME
The name of the corporation (hereinafter called the “Corporation”) is:
Emerging Markets Growth Fund, Inc.
III.
PURPOSES AND POWERS
The purposes for which the Corporation is formed and the business or objects to be transacted, carried on and promoted by it are:
(a) To conduct and carry on the business of an open-end investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
(b) To do any and all such acts or things and to exercise any and all such further powers or rights as may be necessary, incidental, relative, conducive, appropriate or desirable for the accomplishment, carrying out or attainment of the purposes stated in this Article.
The foregoing enumerated purposes and objects shall be in no way limited or restricted by reference to, or inference from, the terms of any other clause of this or any other Article of the charter of the Corporation (the “Charter”), and shall each be regarded as independent; and they are intended to be and shall be construed as powers as well as purposes and objects of the Corporation and shall be in addition to and not in limitation of the general powers of corporations under the laws of the State of Maryland.
IV.
PRINCIPAL OFFICE AND PLACE OF BUSINESS
The present address of the principal office of the Corporation in the State of Maryland is c/o The Corporation Trust Company Incorporated, 351 West Camden Street, Baltimore, Maryland 21201-7912.
V.
RESIDENT AGENT
The name and address of the Corporation’s resident agent is The Corporation Trust Company Incorporated, 351 West Camden Street, Baltimore, Maryland 21201-7912. The resident agent is a Maryland corporation.
VI.
STOCK
(a) The total number of shares of stock which the Corporation shall have the authority to issue is 2,000,000,000 shares of common stock, par value $.01 per share (the “Common Stock”). The aggregate par value of all authorized shares is $20,000,000. As permitted by the provisions of the Maryland General Corporation Law (the “MGCL”) applicable to open-end investment companies, the Board of Directors of the Corporation is empowered to increase or decrease, from time to time, the total number of shares of stock or the number of shares of stock of any series or class that the Corporation shall have authority to issue without any action by the stockholders.
(b) The Corporation may issue shares of stock in fractional denominations to the same extent as its whole shares. Any fractional share shall carry proportionately all the rights of a whole share, excepting any right to receive a certificate representing such fractional share, but including, without limitation, the right to vote, the right to receive dividends and other distributions, and the right to participate in upon liquidation of the Corporation.
(c) All persons who shall acquire stock in the Corporation shall acquire the same subject to the provisions of the Charter and the By-Laws of the Corporation (the “By-Laws”).
(d) As used in the Charter, a “series” of shares represent interests in the same assets, liabilities, income, earnings and profits of the Corporation; each “class” of shares of a series represents interests in the same underlying assets, liabilities, income, earnings and profits, but may differ from other classes of such series with respect to fees and expenses or such other matters as shall be established by the Board of Directors in accordance with Maryland law and the Charter. Initially, the shares of stock of the Corporation shall be of one series of Common Stock consisting of one class without further designation. The Board of Directors shall have authority to classify and reclassify any authorized but unissued shares of stock from time to time by setting or changing in any one or more respects the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications or terms or conditions of redemption of the stock. Subject to the provisions of Section (e) of this Article VI and applicable law, the power of the Board of Directors to classify or reclassify any of the shares of stock shall include, without limitation, authority to classify or reclassify any such stock into one or more series of stock and to divide and classify shares of any series into one or more classes of such series, by determining, fixing or altering one or more of the following:
1. The distinctive designation of such series or class to distinguish it from all other series and classes of stock and the number of shares to constitute such series or class; provided that, unless otherwise prohibited by the terms of such series or class, the number of shares of any series or class may be decreased by the Board of Directors in connection with any classification or reclassification of unissued shares and the number of shares of such series or class may be increased by the Board of Directors in connection with any such classification or reclassification, and any shares of any series or class which have been redeemed, purchased or otherwise acquired by the Corporation shall remain part of the authorized stock and be subject to classification and reclassification as provided herein;
2. Whether or not and, if so, the rates, amounts and times at which, and the conditions under which, dividends shall be payable on shares of such series or class, and any limitations as to dividends or other distributions;
3. Whether or not shares of such series or class shall have voting rights in addition to any general voting rights provided by law and the Charter or By-Laws and, if so, the terms of such additional voting rights;
4. The rights of the holders of shares of such series or class upon the liquidation, dissolution or winding up of the affairs of, or upon any distribution of the assets of, the Corporation; and
5. Whether or not shares of such series or class shall have any other preferences, conversion or other rights, restrictions, qualifications and terms and conditions of redemption.
Any of the terms of any series or class of stock set or changed pursuant to this Article VI may be made dependent upon facts or events ascertainable outside the Charter, including determinations by the Board of Directors or other facts or events within the control of the Corporation, and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such series or class of stock is clearly and expressly set forth in the articles supplementary or other charter document filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”).
If shares of one series or class of stock are classified or reclassified into shares of another series or class of stock pursuant to this Article, the number of authorized shares of the former series or class shall be automatically decreased and the number of shares of the latter series or class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all series and classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of Section (a) of this Article or as otherwise increased or decreased by the Board of Directors pursuant to the MGCL and set forth in a subsequent filing with the SDAT.
(e) Shares of stock of the Corporation shall have the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption:
1. Assets Belonging to a Series . All consideration received by the Corporation for the issue or sale of stock of any series or class, together with all assets in which such consideration is invested and reinvested, income, earnings, profits and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation thereof, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to the series or class of shares of stock with respect to which such assets, payments or funds were received by the Corporation for all purposes, subject only to the rights of creditors, and shall be so handled upon the books of account of the Corporation. Such consideration, assets, income, earnings, profits and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation thereof, and any assets derived from any reinvestment of such proceeds in whatever form, are herein referred to as “assets belonging to” such series or class. Any assets, income, earnings, profits, and proceeds thereof, funds or payments which are not readily attributable to any particular series or class shall be allocable among any one or more of the series or classes in such manner and on such basis as the Board of Directors, in its sole discretion, shall deem fair and equitable.
2. Liabilities Belonging to a Series or Class . The assets belonging to any series or class of stock shall be charged with the liabilities in respect of such series or class and shall also be charged with such series’ or class’s share of the general liabilities of the Corporation determined as hereinafter provided. The determination of the Board of Directors shall be conclusive as to the amount of such liabilities, including the amount of accrued expenses and reserves; as to any allocation of the same to a given series or class; and as to whether the same are allocable to one or more series or class. The liabilities so allocated to a series or class are herein referred to as “liabilities belonging to” such series or class. Any liabilities which are not readily attributable to any particular series or class shall be allocable among any one or more of the series or classes in such manner and on such basis as the Board of Directors, in its sole discretion, shall deem fair and equitable.
3. Dividends and Distributions . Shares of each series and class of stock shall be entitled to such dividends and distributions, in stock, cash or other property, or any combination thereof, as may be authorized from time to time by the Board of Directors, acting in its sole discretion, with respect to such series or class, and declared by the Corporation, provided, however, that dividends and distributions on shares of a series or class of stock shall be paid only out of the lawfully available “assets belonging to” such series or class as such phrase is defined in this Article. The nature of in-kind property distributions may vary among the holders of a series or class, provided that the amount of distribution per share, as determined by the Board of Directors, shall be equivalent for all holders of such series or class.
4. Liquidating Dividends and Distributions . In the event of the liquidation or dissolution of the Corporation, stockholders of each series and class of stock shall be entitled to receive, as a series or class, out of the assets of the Corporation available for distribution to stockholders, but other than general assets not belonging to any particular series or class of stock, the assets belonging to such series; and the assets so distributable to the stockholders of any series or class of stock shall be distributed among such stockholders in proportion to the number of shares of such series or class held by them and recorded on the books of the Corporation. In the event that there are any general assets not belonging to any particular series or class of stock and available for distribution, such distribution shall be made to the holders of stock of all series and classes of stock in proportion to the asset value of the respective series or class of stock determined as hereinafter provided.
By action of the Board of Directors of the Corporation but without stockholder approval, the assets belonging to a series or class may be transferred in accordance with the applicable requirements of the Investment Company Act to another series or class of the Corporation or to another registered or unregistered investment company or portfolio thereof, in exchange for shares of the transferee series or class, investment company, or portfolio or in exchange for cash, as
determined in accordance with the Investment Company Act and any applicable agreement or plan of reorganization adopted by the Board of Directors of the Corporation. This paragraph shall not limit the power of the Corporation to effect a transaction described by this paragraph under authority of applicable law or any other independent provision of the Charter.
5. Voting . On each matter submitted to a vote of the stockholders, each holder of shares shall be entitled to one vote for each share standing in the stockholder’s on the books of the Corporation, irrespective of the series or class thereof, and all shares of all series and classes shall vote as a single class (“Single Class Voting”); provided, however, that (i) as to any matter with respect to which a separate vote of any series or class is required by the Investment Company Act or by the Maryland General Corporation Law, or as determined by the Board of Directors, such requirement as to a separate vote by that series or class shall apply in lieu of Single Class Voting; (ii) in the event that the separate vote requirement referred to in (i) above applies with respect to one or more series or classes, then, subject to (iii) below, the shares of all other series and classes shall vote as a single class; and (iii) as to any matter which does not affect the interest of a particular series or class, including liquidation of another series or class, only the holders of shares of the one or more affected series and classes shall be entitled to vote.
6. Redemption . To the extent the Corporation has funds or other property legally available therefor, each holder of shares of stock of the Corporation shall be entitled to require the Corporation to redeem all or any part of the shares standing in the name of such holder on the books of the Corporation, upon request to the Corporation or its designated agent, at the redemption price of such shares as in effect from time to time as may be determined by the Board of Directors of the Corporation in accordance with the provisions hereof, subject to the right of the Board of Directors of the Corporation to suspend the right of redemption of shares of stock of the Corporation or postpone the date of payment of such redemption price in accordance with provisions of applicable law. The Board of Directors may establish procedures for redemption of stock. Without limiting the generality of the foregoing, the Corporation shall have the right to redeem at its option at any time the shares owned by any holder of stock of the Corporation on terms and conditions determined by the Board of Directors, including, without limitation, if the value of such shares in the account of such holder is less than the minimum initial investment amount applicable to that account as set forth in the Corporation’s current registration statement under the Investment Company Act (the “Corporation’s Registration Statement”) or in connection with the reorganization or liquidation of a series or class, and in all cases subject to such further terms and conditions as the Board of Directors of the Corporation may from time to time adopt. The redemption price of shares of stock of the Corporation shall, except as otherwise provided in this Section, be the net asset value thereof as determined by, or pursuant to methods approved by, the Board of Directors of the Corporation from time to time in accordance with the provisions of applicable law, less such redemption fee or other
charge, if any, as may be specified in the Corporation’s Registration Statement for that series or class. Payment of the redemption price shall be made in cash by the Corporation at such time and in such manner as may be determined from time to time by the Board of Directors of the Corporation unless, in the opinion of the Board of Directors, which shall be conclusive, conditions exist which make payment wholly in cash unwise or undesirable; in such event the Corporation may make payment wholly or partly by securities or other property included in the assets belonging or allocable to the series or class of shares redemption of which is being sought, the value of which shall be determined as provided herein. Shares of stock of any series or class of the Corporation which have been redeemed or otherwise acquired by the Corporation shall constitute authorized but unissued shares of stock of such series or class.
7. Equality . All shares of each particular series or class shall represent an equal proportionate interest in the assets belonging to that series or class (subject to the liabilities of that series or class), and each share of any particular series or class shall be equal to each other share of that series or class. The Board of Directors may, subject to applicable law, from time to time divide or combine the shares of any particular series or class into a greater or lesser number of shares of that series or class without thereby changing the proportionate interest in the assets belonging to that series or class or in any way affecting the rights of holders of shares of any other series or class.
8. Conversion or Exchange Rights . At such times as may be determined by the Board of Directors (or with the authorization of the Board of Directors, by the officers of the Corporation) in accordance with the Investment Company Act, and from time to time reflected in the Corporation’s Registration Statement, shares of a particular series or class of stock of the Corporation or certain shares of a particular class of stock of any series of the Corporation may be automatically converted into shares of another class of stock of such series of the Corporation based on the relative net asset values of such classes at the time of conversion, subject, however, to any conditions of conversion that may be imposed by the Board of Directors (or with the authorization of the Board of Directors, by the officers of the Corporation) and reflected in the Corporation’s Registration Statement. The terms and conditions of such conversion may vary within and among the Classes to the extent determined by the Board of Directors (or with the authorization of the Board of Directors, by the officers of the Corporation) and set forth in the Corporation's Registration Statement.
VII.
DIRECTORS
The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The number of directors of the Corporation is six, which number may be increased or decreased only by the Board of Directors pursuant to the By-laws, but shall never be less than the minimum number permitted by the MGCL. The names of the individuals who shall serve for an indefinite term as directors of the Corporation until their successors are duly elected and qualify are:
Joseph C. Berenato
Richard G. Capen, Jr.
Vanessa C. L. Chang
H. Frederick Christie
Richard G. Newman
Paul F. Roye
VIII.
PROVISIONS FOR DEFINING, LIMITING AND REGULATING CERTAIN POWERS
OF THE CORPORATION AND OF THE DIRECTORS AND STOCKHOLDERS
The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the Corporation and of the directors and stockholders:
(a) Except as may be provided by the Board of Directors, no holder of any stock or any other securities of the Corporation, whether now or hereafter authorized, shall have (i) any preemptive right to subscribe for or purchase any stock or any other securities of the Corporation or (ii) any appraisal rights.
(b) The Board of Directors of the Corporation shall have power from time to time and in its sole discretion: to authorize, without stockholder approval, the issuance and sale from time to time of shares of stock of any series or class whether now or hereafter authorized and securities convertible into shares of stock of the Corporation of any series or class, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable; to determine, in accordance with sound accounting practice, the number of shares of the Corporation outstanding, what constitutes annual or other net income, profits, earnings, surplus, or net assets; to fix and vary from time to time the amount to be reserved as working capital, or determine that retained earnings or surplus shall remain in the hands of the Corporation; to set apart out of any funds of the Corporation such reserve or reserves in such amount or amounts and for such proper purpose or purposes as it shall determine and to abolish any such reserve or any part thereof; to distribute and pay
distributions or dividends in stock, cash or other securities or property, out of surplus or any other funds or amounts legally available therefor, at such times and to the stockholders of record on such dates as it may from time to time determine; and to determine whether and to what extent and at what times and places and under what conditions and regulations the books, accounts and documents of the Corporation, or any of them, shall be open to the inspection of stockholders, except as otherwise provided by statute or by the By-Laws, and, except as so provided, no stockholder shall have any right to inspect any book, account or document of the Corporation unless authorized to do by resolution of the Board of Directors.
(c) The Board of Directors of the Corporation may establish in its sole discretion the basis or method for determining the value of the assets belonging to any series or class, and the net asset value of each share of stock of each series and class for purposes of sales, redemptions, repurchases of shares or otherwise.
(d) [Reserved]
(e) The presence in person or by proxy of the holders of shares entitled to cast one-third of the votes entitled to be cast (without regard to series or class) shall constitute a quorum at any meeting of the stockholders, except with respect to any matter which, under applicable statutes, regulatory requirements or the Charter, requires approval by a separate vote of one or more series or classes of stock, in which case the presence in person or by proxy of the holders of shares entitled to cast one-third of the votes entitled to be cast by holders of shares of each series or class entitled to vote as a series or class on the matter shall constitute a quorum.
(f) Notwithstanding any provision of the MGCL requiring a greater proportion than a majority of the votes entitled to be cast by the stockholders of the Corporation, or by the holders of shares of any one or more series or classes of stock of the Corporation, in order to take or authorize any action, any such action shall be effective and valid if declared advisable by the Board of Directors and taken or approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter.
(g) The Corporation shall indemnify (1) its present or former directors and officers, whether serving the Corporation or at its request any other entity, to the maximum extent permitted by Maryland law in effect from time to time, including the advancement of expenses under the procedures and to the maximum extent permitted by law, and (2) its other employees and agents to such extent as shall be authorized by the Board of Directors or the By-Laws and permitted by law. The foregoing rights of indemnification shall not be exclusive of any other rights to which those seeking indemnification may be entitled. The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such By-Laws, resolutions or contracts implementing such provisions or such further indemnification
arrangements as may be permitted by law. No amendment or repeal of the Charter shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal. Nothing contained herein shall be construed to authorize the corporation to indemnify any director or officer of the Corporation against any liability to the Corporation or to any holders of securities of the Corporation to which he or she is subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. Any indemnification by the Corporation shall be consistent with the requirements of law, including the Investment Company Act.
(h) To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, and subject to the Investment Company Act, no present or former director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages; provided, however, that nothing herein shall be construed to protect any director or officer of the Corporation against any liability to which such director or officer 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. No amendment, modification or repeal of this Article shall adversely affect any right or protection of a director or officer that exists at the time of such amendment, modification or repeal.
(i) In addition to the powers and authority hereinbefore, hereinafter or by statute expressly conferred upon them, the Board of Directors may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the express provisions of the laws of Maryland and the Charter and the By-Laws.
(j) The Corporation shall not be required to hold an annual meeting of stockholders in any year in which the MGCL does not require that such a meeting be held.
(k) The Corporation shall not be obligated to issue certificates representing shares of any series or class of stock, except as otherwise determined by the Board of Directors.
The enumeration and definition of particular powers of the Board of Directors included in the foregoing shall in no way be limited or restricted by reference to or inference from the terms of any other clause of this or any other Article of the Charter, or construed as or deemed by inference or otherwise in any manner to exclude or limit any powers conferred upon the Board of Directors under the MGCL now or hereafter in force.
IX.
AMENDMENTS
The Corporation reserves the right to amend, alter, change or repeal any provision contained in the Charter in the manner now or hereafter prescribed by the laws of the State of Maryland, including any amendment which alters the contract rights, as expressly set forth in the Charter, of any outstanding stock, and all rights conferred upon stockholders herein are granted subject to this reservation.
THIRD : The amendment to and restatement of the charter as hereinabove set forth have been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.
FOURTH : The current address of the principal office of the Corporation is as set forth in Article IV of the foregoing amendment and restatement of the charter.
FIFTH : The name and address of the Corporation’s current resident agent is as set forth in Article V of the foregoing amendment and restatement of the charter.
SIXTH : The number of directors of the Corporation and the names of those currently in office are as set forth in Article VII of the foregoing amendment and restatement of the charter.
SEVENTH : The total number of shares of stock which the Corporation has authority to issue is not changed by the foregoing amendment and restatement of the charter.
EIGHTH : The undersigned officer acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment and Restatement to be signed in its name and on its behalf by its President and attested to by its Secretary on this 9th day of December, 2016.
ATTEST: | EMERGING MARKETS GROWTH FUND, INC. |
/s/Courtney R. Taylor | By: /s/ Victor D. Kohn (SEAL) |
Courtney R. Taylor | Victor D. Kohn |
Secretary | President |
EMERGING MARKETS GROWTH FUND, INC.
ARTICLES SUPPLEMENTARY
Emerging Markets Growth Fund, Inc., a Maryland corporation having its principal office in Baltimore, Maryland (the “Corporation”), hereby certified to the State Department of Assessments and Taxation of Maryland that:
FIRST: (a) The Board of Directors of the Corporation has divided and further classified the authorized, but unissued shares of common stock of the Corporation, par value $0.01 per share, into three additional classes, designated as “Class F-2”, “Class F-3” and “Class R-6”. The remaining shares of common stock, including the shares currently issued and outstanding, shall be referred to as “Class M” shares. The authorized shares of each such class of common stock shall consist of the sum of (x) the outstanding shares of that class and (y) one-fourth (1/4) of the authorized but unissued shares of all classes of common stock; provided however , that in the event application of the above formula would result, at the time, in fractional shares of one or more classes, the number of authorized shares of each such class shall be rounded down to the nearest whole number of shares; and provided, further, that at all times the aggregate number of authorized Class M, Class F-2, Class F-3 and Class R-6 shares of common stock shall not exceed the authorized number of shares of common stock (i.e. , 2,000,000,000 shares until changed by action of the Board of Directors in accordance with Section 2-105(c) and 2-208.1 of the Maryland General Corporation Law).
(b) The preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the Class M, Class F-2, Class F-3 and Class R-6 shares of the Corporation are set forth below.
SECOND: Except to the extent provided otherwise by the Charter of the Corporation, all classes of shares of the Corporation shall represent an equal proportionate interest in the assets of the Corporation (subject to the liabilities of the Corporation) and each share shall have identical voting, dividend, liquidation and other rights; provided, however , that notwithstanding anything in the Charter of the Corporation to the contrary:
(i) Each class of shares of the Corporation may be issued and sold subject to different sales loads or charges, whether initial, deferred or contingent, or any combination thereof, as may be established from time to time by the Board of Directors in accordance with the Investment Company Act of 1940 and applicable rules and regulations of
self-regulatory organizations and as shall be set forth in the applicable prospectus for the shares; and
(ii) Expenses, costs and charges which are determined by or under the supervision of the Board of Directors to be attributable to the shares of a particular class may be charged to that class and appropriately reflected in the net asset value of, or dividends payable on, the shares of that class.
THIRD: (a) The foregoing amendment to the Charter of the Corporation does not increase the authorized capital stock of the Corporation but decreases the number of authorized shares of the previously designated class of stock.
(b) (i) The authorized shares of the previously designated class of stock immediately before the decrease in such stock consisted of 2,000,000,000 shares.
(ii) The authorized shares of the previously designated class of stock as decreased consists of the sum of (x) the outstanding shares of that class and (y) one-fourth (1/4) of the authorized but unissued shares of all classes of common stock; provided, however , that in the event application of the above formula would result, at the time, in fractional shares of one or more classes, the number of authorized shares of each such class shall be rounded down to the nearest whole number of shares; and provided, further , that at all times the aggregate number of authorized Class M, Class F-2, Class F-3 and Class R-6 shares of common stock shall not exceed the authorized number of shares of common stock ( i.e. , 2,000,000,000 shares until changed by action of the Board of Directors in accordance with Sections 2-105(c) and 2-208.1 of the Maryland General Corporation Law).
(iii) The total number of shares of stock of all classes that the Corporation has authority to issue, both as of immediately before the decrease in the previously designated classes of stock and as decreased, is 2,000,000,000 shares of common stock, par value $0.01 per share, having an aggregate par value of $20,000,000.
FOURTH: The number of shares of each previously designated class of stock has been decreased by the Board of Directors in accordance with Section 2 105(c) of the Maryland General Corporation Law. The Corporation is registered as an open-end company under the Investment Company Act of 1940.
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its President and Principal Executive Officer attested by its Secretary on this 6th day of June, 2017.
EMERGERING MARKETS GROWTH FUND, INC. |
By: /s/ Victor D. Kohn |
Victor D. Kohn |
President and |
Principal Executive Officer |
ATTEST:
By: /s/ Courtney R. Taylor |
Courtney R. Taylor |
Secretary |
The undersigned, President and Principal Executive Officer of Emerging Markets Growth Fund, Inc. who executed on behalf of said Corporation the foregoing Articles Supplementary of which this certificate is made a part, acknowledges in the name and on behalf of the Corporation the foregoing Articles Supplementary to be the corporate act of the Corporation and certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury.
EMERGERING MARKETS GROWTH FUND, INC. |
By: /s/ Victor D. Kohn |
Victor D. Kohn |
President and |
Principal Executive Officer |
BY-LAWS*
OF
EMERGING MARKETS GROWTH FUND, INC.
(as amended and restated on December 9, 2016)
ARTICLE I
Offices
Section 1 . Principal Executive Office . The principal executive office of the Corporation shall be 6455 Irvine Center Drive, Irvine, State of California, or such other place as the Board may determine from time to time.
Section 2 . Other Offices . The Corporation may have such other offices in such places as the Board of Directors may from time to time determine.
ARTICLE II
Meetings of Stockholders
Section 1 . Annual Meetings . The annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held on a date and at a time as shall from time to time be designated by the Board of Directors. Any business of the Corporation may be transacted at the annual meeting without being specifically designated in the notice, except such business as is specifically required by statute to be stated in the notice.
Notwithstanding the foregoing, the Corporation shall not be obligated to hold an annual meeting of its stockholders in any year in which the election of directors is not required to be acted upon under the Investment Company Act of 1940.
Section 2 . Special Meetings . Special meetings of the stockholders, unless otherwise provided by law or by the Articles of Incorporation, may be called for any purpose or purposes by a majority of the Board of Directors, by the President, or upon the written request of the holders of at least 25% of the outstanding capital stock of the Corporation entitled to vote at such meeting.
Section 3 . Place of Meetings . The annual meeting and any special meeting, of the stockholders shall be held at such place within the United States as the Board of Directors may from time to time determine.
Section 4 . Notice of Meetings; Waiver of Notice . Notice of the place, date, and time of the holdings of each annual or special meeting of the stockholders and the purpose or purposes of each special meeting shall be given personally or by mail or by transmitting it to the shareholder by an electronic transmission to any address or number of the shareholder at which the shareholder receives electronic transmission not less than ten nor more than ninety days before the date of such meeting, to each stockholder entitled to vote at such meeting and to each other stockholder entitled to notice of the meeting. Notice by mail shall be deemed to be duly given when deposited in the United States mail addressed to the stockholder at its address as it appears on the records of the Corporation, with postage thereon prepaid.
Notice of any meeting of stockholders shall be deemed waived by any stockholder who shall attend such meeting in person or by proxy, or who shall, either before or after the meeting, submit a signed waiver of notice that is filed with the records of the meeting. When a meeting is adjourned to another time and place unless the Board of Directors, after the adjournment, shall fix a new record date for an adjourned meeting, or unless the adjournment is for more than thirty days, notice of such adjourned meeting need not be given if the time and place to which the meeting shall be adjourned were announced at the meeting at which the adjournment is taken.
Section 5 . Quorum . At all meetings of the stockholders, the holders of one-third of the shares of stock of the Corporation entitled to vote at the meeting who are present in person or by proxy shall constitute a quorum for the transaction of any business, except as otherwise provided by statute or by the Articles of Incorporation or these By-Laws. In the absence of a quorum no business may be transacted, except that the holders of a majority of the shares of stock who are present in person or by proxy and who are entitled to vote may adjourn the meeting from time to time without notice other than announcement thereat except as otherwise required by these By-Laws, until the holders of the requisite amount of shares of stock shall be so present. At any such adjourned meeting at which a quorum may be present, any business may be transacted that might have been transacted at the meeting as originally called. The absence from any meeting, in person or by proxy, of holders of the number of shares of stock of the Corporation in excess of a majority thereof that may be required by the laws of the State of Maryland or other applicable statute, the Articles of Incorporation, or these By-Laws for action upon any given matter shall not prevent action at such meeting upon any other matter or matters that may properly come before the meeting, if there shall be present thereat, in person or by proxy, holders of the number of shares of stock of the Corporation required for action in respect of such other matter or matters.
Section 6 . Organization . At each meeting of the stockholders, the Chairman of the Board, if one has been designated by the Board, or in his absence or inability to act, the Vice Chairman of the Board, if one has been designated by the Board, or in his absence or inability to act, the President, or in the absence or inability to act of each of the Chairman of the Board , the Vice Chairman of the Board, and the President, a Vice-President shall act as chairman of the meeting. The Secretary, or in his absence or inability to act, any person appointed by the chairman of the meeting, shall act as secretary of the meeting and keep the minutes thereof.
Section 7 . Order of Business . The order of business at all meetings of the stockholders shall be as determined by the Chairman of the meeting.
Section 8 . Voting . Except as otherwise provided by statute or the Articles of Incorporation, each holder of record of shares of stock of the Corporation having voting power shall be entitled at each meeting of the stockholders to one vote for each full share and a fractional vote for each fractional share, standing in his name on the record of stockholders of the Corporation as of the record date determined pursuant to Section 9 of this Article II or if such record date shall not have been so fixed, then at the later of (i) the close of business on the day on which notice of the meeting is mailed or (ii) the thirtieth day before the meeting.
Each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy by transmitting, or authorizing the transmission of, a telegram, cablegram, datagram, or any other electronic or telephonic means to the person authorized to act as proxy or to a proxy solicitation firm, proxy support service organization, or other person authorized by the person who will act as proxy to receive the transmission. No proxy shall be valid after the expiration of eleven months from the date thereof, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the stockholder executing it except in those cases where such proxy states that it is irrevocable and where an irrevocable proxy is permitted by law.
Except as otherwise provided by statute, the Articles of Incorporation, or these By-Laws, any corporate action to be taken by vote of the stockholders shall be authorized by a majority of the total votes cast at a meeting of stockholders by the holders of shares present in person or represented by proxy and entitled to vote on such action; provided that, if any action is required to be taken by the vote of a majority of the outstanding shares of all the stock or of any class of stock, then such action shall be taken if approved by the lesser of (i) 67% or more of the shares present at a meeting in person or represented by proxy, at which more than 50% of the outstanding shares are represented or (ii) more than 50% of the outstanding shares.
If a vote shall be taken on any question other than the election of directors, which shall be by written ballot, then unless required by statute or these By-Laws, or
determined by the chairman of the meeting to be advisable, any such vote need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted.
Section 9 . Fixing of Record Date . The Board of Directors may fix, in advance, a record date not more than ninety nor less than ten days before the date then fixed for the holding of any meeting of the stockholders. All persons who were holders of record of shares at such time, and no others, shall be entitled to vote at such meeting and any adjournment thereof.
Section 10 . Inspectors . The Board may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If the inspectors shall not be so appointed or if any of them shall fail to appear or act, the chairman of the meeting may, and on the request of any stockholder entitled to vote thereat shall, appoint inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares outstanding and the voting number of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote in fairness to all stockholders. On request of the chairman of the meeting or of any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, request, or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as inspector of an election of directors. Inspectors need not be stockholders.
Section 11 . Consent of Stockholders in Lieu of Meeting . Except as otherwise provided by statute or the Articles of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if the following are filed with the records of stockholders meetings: (i) a unanimous written consent that sets forth the action and is signed by each stockholder entitled to vote on the matter and (ii) a written waiver of any right to dissent signed by each stockholder entitled to notice of the meeting but not entitled to vote thereat.
ARTICLE III
Board of Directors
Section 1 . General Powers . Except as otherwise provided in the Articles of Incorporation, the business and affairs of the Corporation shall be managed by the Board of Directors. The Board may exercise all the powers of the Corporation and do all such lawful acts and things as are not by statute or the Articles of Incorporation directed or required to be exercised or done by the stockholders.
Section 2 . Number of Directors . The number of directors initially shall be one (1) but such number may be changed from time to time by resolution of the Board of Directors adopted by a majority of the Directors then in office; provided, however, that the number of directors subsequent to the issuance of Corporation stock may not be changed to a number less than three (3). Any vacancy created by an increase in directors may be filled in accordance with Section 6 of this Article III. No reduction in the number of directors shall have the effect of removing any director from office before the expiration of his term unless such director is specifically removed pursuant to Section 5 of this Article III at the time of such reduction. Directors need not be stockholders but the Board of Directors shall be comprised of persons eligible to so serve under applicable law, including if applicable, the Investment Company Act of 1940, as amended.
Section 3 . Election and Term of Directors . Each director shall serve as a director for the duration of the existence of the Corporation or until such director sooner dies, resigns or is removed as herein provided in these By-Laws or as otherwise provided by statute or the Articles of Incorporation.
Section 4 . Resignation . A director of the Corporation may resign at any time by giving written notice of resignation to the Board, to the Chairman of the Board, to the President, or to the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified therein, immediately upon its receipt and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5 . Removal of Directors . Any director of the Corporation may be removed by (i) the affirmative vote of 75% of the Directors or (ii) the stockholders by the affirmative vote of the holders of at least 75% of the votes entitled to be cast on the matter at any meeting of stockholders, duly called and at which a quorum is present.
Section 6 . Vacancies . In the event any vacancies occur in the Board whether arising from death, resignation, removal, an increase in the number of directors, or from any other cause, such vacancies shall be promptly filled by a vote of the Board of Directors of the Corporation. Any directors elected or appointed to fill a vacancy
shall hold office until their death, resignation, or removal, as hereinafter provided in these By-Laws, or as otherwise provided by statute or the Articles of Incorporation.
Section 7 . Place of Meetings . Meetings of the Board may be held at such place as the Board may from time to time determine or as shall be specified in the notice of such a meeting.
Section 8 . Regular Meetings . Regular meetings of the Board may be held without notice at such time as may be determined by the Board of Directors.
Section 9 . Special Meetings . Special meetings of the Board may be called by two or more directors of the Corporation, by the Chairman of the Board, or by the President.
Section 10 . Annual Meeting . The annual meeting of a newly elected Board of Directors, if any, shall be held as soon as practicable after the meeting of stockholders at which the directors were elected. No notice of such annual meeting shall be necessary if held immediately after the adjournment, and at the site, of the meeting of stockholders. If not so held, notice shall be given as hereinafter provided for special meetings of the Board of Directors.
Section 11 . Notice of Special Meetings . Notice of each special meeting of the Board shall be given by the Secretary as hereinafter provided, in which notice shall be stated the time and place of the meeting. Notice of each such meeting shall be delivered to each director, either personally or by telephone, cable, or wireless, at least twenty-four hours before the time at which such meeting is to be held, or by first-class mail, postage prepaid, addressed to him, at his residence or usual place of business, at least three days before the day on which such meeting is to be held.
Section 12 . Waiver of Notice of Meetings . Notice of any special meeting need not be given to any director who shall, either before or after the meeting, sign a written waiver of notice or who shall attend such meeting. Except as otherwise specifically required by these By-Laws, a notice or waiver of notice of any meeting need not state the purpose of such meeting.
Section 13 . Quorum and Voting . One-third of the members of the entire Board shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting, and, except as otherwise expressly required by the Articles of Incorporation, these By-Laws, or applicable statute, including, if applicable, the Investment Company Act of 1940, as amended, or any rules thereunder, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board; provided, however, that the approval of any contract with an investment adviser or principal underwriter, as such terms are defined in the Investment Company Act of 1940, as amended, that the Corporation enters into or any renewal or amendment thereof, the approval of a fidelity bond, and the selection of the Corporation’s independent public accountants
shall each require the affirmative vote of a majority of the directors who are not parties to any such contract or interested persons of any such party. In the absence of a quorum at any meeting of the Board, a majority of the directors present thereat may adjourn such meeting to another time and place until a quorum shall be present thereat. Notice of the time and place of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless such time and place were announced at the meeting at which the adjournment was taken, to the other directors. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
Section 14 . Organization . The Board may, by resolution adopted by a majority of the entire Board, designate a Chairman of the Board, who shall preside at each meeting of the Board. He shall also have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors or as may be required by law. If, under rules of the U.S. Securities and Exchange Commission, the Chairman of the Board is required to be a director who is not an “interested person” of the Corporation as defined in Section 2(a)(19) of the Investment Company Act of 1940 (“independent director”), the Chairman of the Board shall serve as a non-executive Chairman and shall not be considered an officer of the Corporation. The election of an independent director as Chairman of the Board will not reduce the responsibilities of the other directors. The Chairman of the Board shall hold such title until his successor shall have been duly chosen and qualified, or until he shall have resigned or shall have been removed. Any vacancy may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.
The Board may, by resolution adopted by a majority of the entire Board, designate a Vice Chairman of the Board. Unless otherwise determined by the Board, the position of Vice Chairman of the Board shall be filled for purposes of assisting the Chairman in carrying out his duties. He shall also have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors. The Vice Chairman of the Board shall hold such title until his successor shall have been duly chosen and qualified, or until he shall have resigned or shall have been removed. If, the Board determines to elect an independent director as Vice Chairman of the Board, the Vice Chairman of the Board shall serve as a non-executive Vice Chairman and shall not be considered an officer of the Corporation. The election of an independent director as Vice Chairman of the Board will not reduce the responsibilities of the other directors.
In the absence or inability of the Chairman of the Board and the Vice Chairman of the Board to preside at a meeting, the President, or, in the absence or inability to act of each of the Chairman of the Board, the Vice Chairman of the Board and the President, another director chosen by a majority of the directors present, shall act as chairman of the meeting and preside thereat. The Secretary (or, in his absence or
inability to act, any person appointed by the Chairman) shall act as secretary of the meeting and keep the minutes thereof.
Section 15 . Directors Emeritus . The Board of Directors may elect one or more Directors Emeritus, chosen from among persons who have served as directors of the Corporation, without limit as to number or period of service. The term of office of any Director Emeritus shall be as determined by the Board of Directors. Directors Emeritus shall be invited, but not required, to attend and to speak at meetings of the Board of Directors and committees thereof, except for meetings or portions of meetings at which the Board determines attendance shall be limited. Directors Emeritus shall be paid such compensation and reimbursed for such expenses as shall be determined from time to time by the Board of Directors and may be provided some or all of the information and documents relating to the Corporation that is provided to the Board of Directors as may be determined from time to time by the Board and/or the officers of the Corporation. A Director Emeritus will not be a member of the Board of Directors and shall have none of the rights, obligations or duties of a director including, without limitation, voting rights. Unless otherwise expressly required by the context, the term “director” or “directors” as used in these By-Laws does not include Directors Emeritus.
Section 16 . Written Consent of Directors in Lieu of a Meeting . Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or of the committee, as the case may be, consent thereto in writing or by electronic transmission by all members of the Board or of such committee, as the case may be, and such written consent is filed in paper or electronic form with the minutes of the proceedings of the Board or committee.
Section 17 . Compensation . Directors may receive compensation for services to the Corporation in their capacities as directors or otherwise in such manner and in such amounts as may be fixed from time to time by the Board.
Section 18 . Investment Policies . It shall be the duty of the Board of Directors to ensure that the purchase, sale, retention and disposal of portfolio securities and the other investment practices of the Corporation are at all times consistent with the investment policies and restrictions with respect to securities investments and otherwise of the Corporation, as received in these By-Laws and the current Offering Circular and/or prospectus of the Corporation. The Board, however, may delegate the duty of management of the assets and the administration of its day-to-day operations to an individual or corporate management company and/or investment adviser pursuant to a written contract or contracts which have obtained the requisite approvals, including the requisite approvals of renewals thereof, of the Board of Directors and/or the stockholders of the Corporation in accordance with the provisions of any applicable law including, if appropriate, the Investment Company Act of 1940, as amended.
Section 19 . Hiring of Employees or Retaining of Advisers and Experts . The independent directors may hire employees or retain advisers and experts as they deem necessary to help ensure that they are able to deal with matters beyond their expertise and fulfill their role of representing shareholder interests.
ARTICLE IV
Committees
Section 1 . Executive Committee . The Board may, by resolution adopted by a majority of the entire Board, designate an Executive Committee consisting of two or more of the directors of the Corporation, which committee shall have and may exercise all the powers and authority of the Board with respect to all matters other than:
(a) the submission to stockholders of any action requiring authorization of stockholders pursuant to statute or the Articles of Incorporation;
(b) the filling of vacancies on the Board of Directors;
(c) the fixing of compensation of the directors for serving on the Board or on any committee of the Board, including the Executive Committee;
(d) the approval or termination of any contract with an investment adviser or principal underwriter, as such terms are defined in the Investment Company Act of 1940, as amended, or the taking of any other action required to be taken by the Board of Directors by any applicable law, including, if appropriate, the Investment Company of 1940, as amended;
(e) the amendment or repeal of these By-Laws or the adoption of new By-Laws;
(f) the amendment or repeal of any resolution of the Board that by its terms may be amended or repealed only by the Board; and
(g) the declaration of dividends and the issuance of capital stock of the Corporation. The Executive Committee shall keep written minutes of its proceedings and shall report such minutes to the Board. All such proceedings shall be subject to revision or alteration by the Board, provided, however, that the third parties shall not be prejudiced by such revision or alteration.
Section 2 . Other Committees of the Board . The Board of Directors may from time to time, by resolution adopted by a majority of the whole Board, designate one or more other committees of the Board, each such committee to consist of such
number of directors and to have such powers and duties as the Board of Directors may, by resolution, prescribe.
Section 3 . General . One-third, but not less than two of the members of any committee shall be present in person at any meeting of such committee in order to constitute a quorum for the transaction of business at such meeting and the act of a majority present shall be the act of such committee. The Board may designate a chairman of any committee and such chairman or any two members of any committee may fix the time and place of its meetings unless the Board shall otherwise provide. In the absence or disqualification of any member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. The Board shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting wholly or in part of persons who are not directors of the Corporation; provided, however, that no such committee shall have or may exercise any authority or power of the Board in the management of the business or affairs of the Corporation.
ARTICLE V
Officers, Agents, and Employees
Section 1 . Number and Qualifications . The officers of the Corporation shall be a President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may elect or appoint one or more Vice Presidents and may also appoint such other officers, agents and employees as it may deem necessary or proper. Any two or more offices may be held by the same person, except the offices of President and Vice President, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity. Such officers shall be elected by the Board of Directors each year at its first meeting held after the annual meeting of the stockholders, each to hold office until the meeting of the Board following the next annual meeting of the stockholders and until his successor shall have been duly elected and shall have qualified, or if earlier, until the death, resignation, or removal, as hereinafter provided in these By-Laws or as otherwise provided by statute or the Articles of Incorporation, of such officer. The Board may from time to time elect, or delegate to the President the power to appoint, such officers (including one or more Assistant Vice Presidents, one or more Assistant Treasurers, and one or more Assistant Secretaries) and such agents as may be necessary or desirable for the business of the Corporation. Such other officers and
agents shall have such duties and shall hold their offices for such terms as may be prescribed by the Board or by the appointing authority.
Section 2 . Resignations . Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Board, the Chairman of the Board, the President, or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 3 . Removal of Officer, Agent, or Employee . Any officers, agents, or employees of the Corporation may be removed by the Board of Directors with or without any cause at any time, and the Board may delegate such power of removal as to agents and employees not elected or appointed by the Board of Directors. Such removal shall be without prejudice to such person's contract rights, if any, but the appointment of any person as an officer, agent or employee of the Corporation shall not of itself create contract rights.
Section 4 . Vacancies . A vacancy in any office, whether arising from death, resignation, removal, or from any other cause, may be filled for the unexpired portion of the term of the office which shall be vacant, in the manner prescribed in these By-Laws for the regular election or appointment to such office.
Section 5 . Compensation . The compensation of the officers of the Corporation shall be fixed by the Board of Directors, but this power shall be delegated to any officer in respect of other officers under his control.
Section 6 . Bonds or Other Security . If required by the Board, any officer, agent, or employee of the Corporation shall give a bond or other security for the faithful performance of his duties in such amount and with such surety or sureties as the Board may require.
Section 7 . President . The President shall be the principal executive officer of the Corporation. In the absence of the Chairman of the Board and the Vice Chairman of the Board (or if there be none), he shall preside at all meetings of the stockholders and of the Board of Directors. He shall have, subject to the control of the Board of Directors, general charge of the business and affairs of the Corporation. He may employ and discharge employees and agents of the Corporation, except as such as shall be appointed by the Board, and he may delegate these powers.
Section 8 . Vice President . Each Vice President shall have such powers and perform such duties as the Board of Directors or the President may from time to time prescribe.
Section 9 . Treasurer . The Treasurer shall:
(a) have charge and custody of, and be responsible for, all the funds and securities of the Corporation, except those that the Corporation has placed in the custody of a bank or trust company or members of a national securities exchange (as that term is defined in the Securities Exchange Act of 1934) pursuant to a written agreement designating such bank or trust company or member of a national securities exchange as custodian of the property of the Corporation;
(b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation;
(c) cause all moneys and other valuables to be deposited to the credit of the Corporation;
(d) receive, and give receipts for, moneys due and payable to the Corporation from any source;
(e) disburse the funds of the Corporation and supervise the investment of its funds as ordered or authorized by the Board, taking proper vouchers therefor; and
(f) in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board or the President.
Section 10 . Secretary . The Secretary shall:
(a) keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Board, of the committees of the Board, and of the stockholders;
(b) see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law;
(c) be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal;
(d) see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and
(e) in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board or the President.
Section 11 . Delegation of Duties . In case of the absence of any officer of the Corporation, or for any other person that the Board may deem sufficient, the Board may confer for the time being the powers or duties, or any of them, of such officers upon any other officer or upon any director.
ARTICLE VI
Indemnification
(a) Each present or former director and each present or former officer of the Corporation, its other employees or agents shall be indemnified by the Corporation to the fullest extent and in the manner provided by Maryland law and the Investment Company Act of 1940 (if applicable), as they may be amended, including the advancement of expenses and to the maximum extent permitted by law. Indemnification may be against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the present or former director or officer in connection with any proceeding. However, if the proceeding was won by or in the right of the Corporation, indemnification may not be made in respect of any proceeding in which the present or former director or officer shall have been adjudged to be liable to the Corporation by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office. In the event of a settlement, the indemnification shall be made only upon approval by the court having jurisdiction or upon determination by the Board of Directors that such settlement was or, if still to be made, is in the best interests of the Corporation. If the determination is to be made by the Board of Directors, it may rely as to all questions of law on the advice of general counsel of the Corporation, if such counsel is not involved therein or, if involved, then on the advice of independent counsel. The right of indemnification hereby provided shall be in addition to any other rights to which any present or former director or officer may be entitled.
(b) The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation or who, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner or trustee of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against liability for money damages asserted against and incurred by such person in any such capacity or arising out of such person’s position; provided, that no insurance may be purchased which would indemnify any director or officer of the Corporation against any liability to the Corporation or to its stockholders to which he
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 office.
ARTICLE VII
Capital Stock
Section 1 . Stock Certificates . The Board 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 Board may, in their discretion, prescribe.
If the Board authorizes the issuance of certificates representing the shares of stock of the Corporation, such certificates representing shares of stock shall be signed by or in the name of the Corporation by the President, the Chairman of the Board or a Vice President and countersigned by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. Any or all of the signatures or the seal on the certificate may be a facsimile. No certificates shall be issued for fractional shares. Such certificates shall be in such form, not inconsistent with the Articles, as shall be approved by the Board. In case any officer of the Corporation who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer of the Corporation, whether because of death, resignation or otherwise, before such certificate shall be issued and delivered by the Corporation, the certificate may nevertheless be issued and delivered by the Corporation as if the officer had not ceased to be such officer as of the date of its issue.
Section 2 . Books of Account and Record of Stockholders . There shall be kept at the principal executive office of the Corporation, or at such other place as the Corporation may deem necessary, correct and complete books and records of account of all the business and transactions of the Corporation. There shall be made available upon request of any stockholder, in accordance with Maryland law, a record containing the number of shares of stock issued during a specified period not to exceed twelve months and the consideration received by the Corporation for each such share.
Section 3 . Transfers of Shares . Transfers of shares of stock of the Corporation shall be made on the stock records of the Corporation only by the registered holder thereof, or by his attorney thereunder authorized by power of attorney duly executed and filed with the Secretary or with a transfer agent or transfer clerk, and on surrender of the certificate or certificates, if issued, for such shares properly endorsed or
accompanied by a duly executed stock transfer power and on the payment of all taxes thereon. Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person in whose name any share or shares stand on the record of stockholders as the owner of such share or shares for all purposes including, without limitation, the rights to receive dividends or other distributions and to vote as such owner and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in any such share or shares on the part of any other person.
Section 4 . Regulations . The Board may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient concerning the issue, transfer, and registration of certificates of shares of stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more registrars and may require all certificates for shares of stock to bear the signature or signatures of any of them.
Section 5 . Lost, Destroyed, or Mutilated Certificates . The holder of any certificates representing shares of stock of the Corporation shall immediately notify the Corporation of any loss, destruction, or mutilation of such certificate, and the Corporation may issue replacement shares on the books of the Corporation or, if so authorized, a new certificate of stock in the place of any certificate theretofore issued by it that the owner thereof shall allege to have been lost or destroyed or which shall have been mutilated. The Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, destroyed or mutilated certificate or certificates, or such owner’s legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, destroyed or mutilated.
Section 6 . Fixing of a Record Date for Dividends and Distributions . The Board may fix, in advance, a date not more than sixty days preceding the date fixed for the payment of any dividend or the making of any distribution or the allotment of rights to subscribe for securities of the Corporation, or for the delivery of evidence of rights or evidences of interests arising out of any change, conversion, or exchange of common stock or other securities, as the record date for the determination of the stockholders entitled to receive any such dividend, distribution, allotment, rights or interests, and in such case only the stockholders of record at the time so fixed shall be entitled to receive such dividend, distribution, rights, or interest.
Section 7 . Registered Owner of Shares . The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Maryland.
Section 8 . Information to Stockholders and Others . Any stockholder of the Corporation or his agent may inspect and copy during usual business hours the Corporation's By-Laws, minutes of the proceedings of its stockholder meetings, annual statements of its affairs, shareholders agreement and any voting trust agreement on file at its principal office.
ARTICLE VIII
Seal
The seal of the Corporation shall be circular in form and shall bear, in addition to any other emblem or device approved by the Board of Directors, the name of the Corporation, the year of its incorporation and the words "Corporate Seal" and "Maryland." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
ARTICLE IX
Fiscal Year
Unless otherwise determined by the Board, the fiscal year of the Corporation shall end the 30th day of June each year.
ARTICLE X
Depositories and Custodians
Section 1 . Depositories . The funds of the Corporation shall be deposited with such banks or other depositories as the Board of Directors of the Corporation may from time to time determine.
Section 2 . Custodians . All securities and other investments shall be deposited in the safekeeping of such banks or other companies as the Board of Directors of the Corporation may from time to time determine. Every arrangement entered into with any bank or other company for the safekeeping of the securities and investments of the Corporation shall contain provisions complying with, if applicable, the Investment Company Act of 1940, as amended, and the general rules and regulations thereunder.
ARTICLE XI
Execution of Instruments
Section 1 . Checks, Notes, Drafts, etc . Checks, notes, drafts, acceptances, bills of exchange, and other orders or obligations for the payment of money shall be signed by such officer or officers or person or persons as the Board of Directors by resolution shall from time to time designate.
Section 2 . Sale or Transfer of Securities . Stock certificates, bonds, or other securities at any time owned by the Corporation may be held on behalf of the Corporation or sold, transferred, or otherwise disposed of subject to any limits imposed by Article XIV of these By-Laws and pursuant to authorization by the Board and, when so authorized to be held on behalf of the Corporation or sold, transferred or otherwise disposed of, may be transferred from the name of the Corporation by the signature of the President, a Vice President, the Treasurer, the Assistant Treasurer, the Secretary, or the Assistant Secretary.
ARTICLE XII
Independent Public Accountants
The firm of independent public accountants that shall sign or certify any financial statements of the Corporation that are filed with the Securities and Exchange Commission or delivered to stockholders shall be selected annually by the Board of Directors and ratified by the stockholders if necessary in accordance with the provisions of applicable law, including, if appropriate, the Investment Company Act of 1940, as amended.
ARTICLE XIII
Annual Statement
The books of account of the Corporation shall be examined by an independent firm of public accountants at the end of each annual period of the Corporation and at such other times as may be directed by the Board. A report to the stockholders based upon each such examination shall be mailed to each stockholder of the Corporation of record on such date with respect to each report as may be determined by the Board, at his address as the same appears on the books of the Corporation. Such annual statement shall also be available at the annual meeting of stockholders and be placed on file at the Corporation's principal office in the State of Maryland. Each such report shall show the assets and liabilities of the Corporation as of the close of the annual or quarterly period covered by the report and the securities in which the funds
of the Corporation were then invested. Such report shall also show the Corporation's income and expenses for the period from the end of the Corporation's preceding fiscal year to the case of the annual or quarterly period covered by the report and any other information required by the Investment Company Act of 1940, as amended, if applicable, and shall set forth such other matters as the Board of such firm of independent public accountants shall determine.
ARTICLE XIV
Fundamental Policies
Section 1 . Policies Applicable to All Portfolios .
(a) The following are fundamental policies of the Corporation and may not be changed without the consent of the holders of a majority of its outstanding voting securities:
i. Except as permitted by (i) the Investment Company Act of 1940, as amended, 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 Corporation may not:
1. | Borrow money; |
2. | Issue senior securities; |
3. | Underwrite the securities of other issuers; |
4. | Purchase or sell real estate or commodities; |
5. | Make loans; or |
6. | Purchase the securities of any issuer if, as a result of such purchase, the fund's investments would be concentrated in any particular industry. |
ii. Invest for management or control. The Corporation may not invest in companies for the purpose of exercising control or management.
ARTICLE XV
Amendments
These By-Laws or any of them may be amended, altered, or repealed at any regular meeting of the stockholders or at any special meeting of the stockholders at which a quorum is present or represented, provided that notice of the proposed amendment, alteration, or repeal be contained in the notice of such special meeting. These By-Laws, or any of them, except Article XIV and Section 5 of Article III hereof, may also be amended, altered, or repealed by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the Board of Directors. The By-Laws, or any of them, contained in Article XIV and Section 5 of Article III may be amended, altered, or repealed only by the affirmative vote of a majority (75% in the case of Section 5 of Article III) of the outstanding shares of stock of the Corporation, at a regular or special meeting of the stockholders, the notice of which contains the proposed amendment, alteration, or repeal.
A certified copy of these By-Laws as they may be amended from time to time, shall be kept at the principal office of the Corporation.
EMERGING MARKETS GROWTH FUND, INC.
AMENDED AND RESTATED
INVESTMENT ADVISORY AND SERVICE AGREEMENT
THIS AMENDED AND RESTATED INVESTMENT ADVISORY AND SERVICE AGREEMENT, dated and effective as of the 1st day of January, 2017, is made and entered into by and among EMERGING MARKETS GROWTH FUND, INC., a Maryland corporation (the “Fund”), CAPITAL INTERNATIONAL, INC., a California corporation (the “Manager”), registered as an investment adviser under the Investment Advisers Act of 1940 and THE CAPITAL GROUP COMPANIES, INC., a California corporation (“Capital Group”), that is the indirect parent of the Manager, whereby the Manager will act as investment adviser to the Fund as follows:
ARTICLE I
DUTIES OF THE MANAGER
The Fund hereby employs the Manager to act as the investment adviser to and manager of the Fund, to manage the investment and reinvestment of assets of the Fund and to administer its affairs, for the period and on the terms and conditions set forth in this Agreement. The Manager hereby accepts such employment and agrees to render the services and to assume the obligations herein set forth for the compensation provided for herein. The Manager shall for all purposes herein be deemed an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.
A. Investment Advisory Services . In carrying out its obligations to manage the investment and reinvestment of the assets of the Fund, the Manager shall:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund;
(b) consult with, and provide information and assistance to, the Board of Directors of the Fund (the “Board”), as reasonably requested by the Board, in support of the Manager’s identification and selection of “qualifying markets”, as defined in the Fund’s Registration Statement, as amended;
(c) take such steps as are necessary to implement the Fund’s investment program, including making and carrying out decisions to acquire or dispose of permissible investments, managing the investments and any other property of the Fund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(d) regularly report to and consult with the Board with respect to the Fund’s investment program and its activities in connection with management of the assets of the Fund;
(e) maintain all accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Fund which it shall be required to maintain pursuant to the Investment Company Act of 1940, and regulations thereunder, or other applicable laws or regulations (or which it would be required to maintain if the Fund were registered under the Investment Company Act of 1940); and
(f) determine the net asset value of the Fund as required.
B. Administrative Services . In addition to the performance of investment advisory services, the Manager shall perform, or supervise the performance of, the following administrative services in connection with the management of the Fund:
(a) assist in supervising all aspects of the Fund’s operations, including the coordination of all matters relating to the functions of the custodian, transfer agent or other shareholder service agents, if any, accountants, attorneys and other parties performing services or operational functions for the Fund;
(b) provide the Fund, at the Manager’s expense, with services of persons, who may be the Manager’s or an affiliate of the Manager’s officers or employees, competent to serve as officers of the Fund and to perform such administrative and clerical functions as are necessary in order to provide effective administration of the Fund, including the preparation and maintenance of required reports, books and records of the Fund; and
(c) provide the Fund, at the Manager’s expense, with adequate office space (which may be in the offices of the Manager) and related services necessary for its operations as contemplated in this Agreement.
C. Limitations and Advisory Services . The Manager shall perform the services under this Agreement subject to the review of the Board and in a manner consistent with the investment objectives, policies, and restrictions of the Fund as stated in its Offering Circular dated March 14, 1986 and as amended thereafter, and its Articles of Incorporation and By-Laws, as amended from time to time and the provisions of applicable laws.
D. Contractual Arrangements with Affiliates. The Fund acknowledges that initially, and from time to time, the Manager may contract with affiliates to perform certain services hereunder for the Fund. Capital Group undertakes to fulfill the
obligations or liabilities of the Manager hereunder in the event the Manager fails or is unable to do so for any reason.
E. Other Limitations . The Manager acknowledges that the International Finance Corporation (“IFC”) and the International Bank for Reconstruction and Development may possess certain information and material relevant to investment decisions of the Fund, and that they are obligated not to disclose or reveal such information or material to third parties, including to the Fund and the Manager. The Manager specifically acknowledges that IFC’s nominee to the Fund’s Board of Directors will not disclose to the Manager any confidential information of which he is aware even if the failure to do so would be detrimental to the Fund or its shareholders.
ARTICLE II
COMPENSATION OF THE MANAGER
A. As compensation for its services to the Fund, the Manager shall receive, on or before the tenth calendar day of each month, as compensation for its services during the preceding month, a fee at the annual rates of:
Such fee shall be accrued daily and the daily rate shall be computed based on the actual number of days per year. For purposes hereof, the net assets of the Fund shall be determined in the manner set forth in the registration statement of the Fund.
B. No compensation, other than that provided for in this Agreement, shall be payable by the Fund to the Manager or any of its affiliates unless approved by the Board.
ARTICLE III
EXPENSES
A. The Manager shall be responsible for all expenses incurred by it in performing the services set forth in Article I hereof, and shall pay the fees and expenses, including traveling expenses, of all directors of the Fund who are affiliated persons of the Manager or any of its affiliates.
B. In addition to the compensation to the Manager provided in Article II hereof, the Fund shall pay all other expenses incurred in its operation and all of its general administrative expenses including, but not limited to, redemption expenses, expenses of portfolio transactions, shareholder accounting and servicing costs, interest, charges and expenses of the custodian and any subcustodian and transfer agent, if any, cost of auditing services, fees and expenses, including traveling expenses, of directors not affiliated with the Manager or any of its affiliates, legal fees and expenses, state franchise taxes and any other applicable taxes, expenses of registering the Fund and/or securities issued by the Fund under Federal and state securities laws and any foreign laws, and of registering securities issued by the Fund on any stock exchange, Securities and Exchange Commission fees, insurance premiums, costs of maintenance of corporate existence, investor services (including allocable personnel and telephone expenses), costs of preparing and printing proxies, prospectuses and reports to shareholders, costs of stock certificates, costs of corporate meetings, and any extraordinary expenses, including litigation costs.
ARTICLE IV
PORTFOLIO TRANSACTIONS AND BROKERAGE
A. In placing orders for the purchase and sale of securities for the Fund, the Manager will use its best efforts to obtain the most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, if any, size of the transaction, and difficulty of the transaction. The Manager is authorized to pay spreads or commissions to brokers or dealers furnishing brokerage and research services in excess of spreads or commissions which another broker or dealer may charge for the same transaction. It is understood by the parties that the expenses of the Manager may not necessarily be reduced as a result of receipt of such research services.
B. Subject to the above requirements and the provisions of the Securities Exchange Act of 1934 or other applicable provisions of law, and the terms of any exemptions(s) therefrom, nothing shall prohibit the Manager from selecting brokers or dealers with which it or the Fund are affiliated.
ARTICLE V
ACTIVITIES OF THE MANAGER
A. The services of the Manager to the Fund under this Agreement are not to be deemed exclusive, and the Manager shall be free to render similar services to others and to engage in other related or unrelated businesses so long as its services under this Agreement are not impaired.
B. It is understood that directors, officers, employees and shareholders of the Fund are or may become interested in the Manager, as directors, officers, employees or shareholders or otherwise, and that directors, officers, employees or shareholders of the Manager are or may become similarly interested in the Fund, and that the Manager is or may become interested in the Fund as shareholder or otherwise.
C. It is agreed that the Manager may use any investment research produced or received in connection with its activities hereunder in providing investment advice to other accounts managed by it or its affiliates, including its or their own accounts. Conversely, it is understood that investment research obtained by the Manager in connection with its other accounts or activities may be useful to the Manager in carrying out its obligations to the Fund.
D. It is agreed that, on occasions when the Manager deems the purchase or sale of a security or other asset to be in the best interests of the Fund as well as other accounts managed by it or its affiliates, it may, to the extent permitted by applicable laws and regulations, aggregate the securities or other assets to be sold or purchased for the Fund with those to be sold or purchased for such other accounts. In that event, allocation of the securities or other assets purchased or sold, as well as the expense incurred in the transaction, will be made by the Manager in the manner it considers to be most equitable and consistent with its obligations hereunder to the Fund and to such other accounts. The Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for the Fund’s portfolio.
ARTICLE VI
TERM OF THE AGREEMENT
A. This Agreement shall become effective on January 1, 2017. This Agreement shall remain in effect until June 20, 2017, and thereafter shall remain in effect so long as such continuance is specifically approved at least annually (a) by the vote of a majority of the members of the Board who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by either (i) the vote of a majority of the
members of the entire Board of Directors or (ii) the vote of a majority of the outstanding voting securities of the Fund.
B. This Agreement may be terminated, without the payment of any penalty, by the Board or by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Manager or by the Manager or sixty days’ written notice to the Fund, and shall automatically terminate upon its assignment (as that term is defined in the Investment Company Act of 1940) by either party.
ARTICLE VII
LIABILITY OF THE MANAGER
In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations or duties on the part of the Manager (or its officers, directors, agents, employees, controlling persons, shareholders, and any other person or entity affiliated with the Manager or retained by it to perform or assist in the performance of its obligations under this Agreement), neither the Manager nor any of its officers, directors, employees, agents, controlling persons or shareholders shall be subject to liability to the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder in connection with the matters to which this Agreement relates, provided, however, that, if the Fund shall be registered under the Investment Company Act of 1940, this provision shall not apply to the extent specified in Section 36(b) of the Investment Company Act of 1940 concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services if the Fund shall be registered thereunder.
ARTICLE VIII
RECORDKEEPING
A. The Manager agrees that all accounts and records of the Fund which are required to be maintained pursuant to paragraph A(e) of Article I hereof shall be the property of the Fund and that all such accounts or records shall be made available, within five (5) business days of the request, to the Fund’s accountants or auditors during regular business hours at the Manager’s offices upon reasonable prior written notice, and shall be made available, upon reasonable written request, to the directors and officers of the Fund or to any governmental agency having appropriate jurisdiction and authority.
B. The Fund has furnished or will furnish the Manager with copies of the Fund’s Registration Statement, Articles of Incorporation, and By-Laws as currently in effect and agrees during the continuance of the Agreement to furnish the Manager
with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Manager will be entitled to rely on all documents furnished by the Fund.
ARTICLE IX
GOVERNING LAW
This Agreement shall be interpreted under the laws of the State of Maryland. Words and phrases used herein shall be interpreted in accordance with the Investment Company Act of 1940 and the rules and regulations thereunder. As used with respect to the Fund, the term “majority of the outstanding voting securities” shall mean the lesser of (i) 67% of the voting securities represented at a meeting at which more than 50% of the outstanding voting securities are represented or (ii) more than 50% of the outstanding voting securities.
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IN WITNESS WHEREOF, the parties have caused this instrument to be signed by their duly authorized officers, as of the day and year first above written.
EMERGING MARKETS GROWTH FUND, INC. |
Witness: |
By: /s/ Courtney R. Taylor | By: /s/ Victor D. Kohn |
Courtney R. Taylor | Victor D. Kohn |
Secretary | President |
CAPITAL INTERNATIONAL, INC. |
Witness: |
By: /s/ Jessica M. Zerges | By: /s/ Peter C. Kelly |
Jessica M. Zerges | Peter C. Kelly |
Secretary | Senior Vice President |
THE CAPITAL GROUP COMPANIES, INC. |
Witness: |
By: /s/ James P. Ryan | By: /s/ Phil de Toledo |
James P. Ryan | Phil de Toledo |
Senior Vice President and Secretary | President |
EMERGING MARKETS GROWTH FUND, INC.
AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
THIS AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT (the “Agreement”) is between EMERGING MARKETS GROWTH FUND, INC., a Maryland corporation (the “Fund”), and AMERICAN FUNDS DISTRIBUTORS, INC., a California corporation (the “Distributor”).
W I T N E S S E T H:
WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company which offers various classes of shares of common stock, designated as Class M shares; Class F-3 shares; and Class R-6 shares, and it is a part of the business of the Fund, and affirmatively in the interest of the Fund, to offer shares of the Fund either from time to time or continuously as determined by the ’Fund’s officers subject to authorization by its Board of Directors; and
WHEREAS, the Distributor is engaged in the business of promoting the distribution and servicing of shares of investment companies; and
WHEREAS, the Fund and the Distributor wish to enter into an agreement with each other to promote the distribution and servicing of the shares of the Fund;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
1. (a) The Distributor shall be the exclusive principal underwriter for the sale of the shares of the Fund and of each series or class of the Fund which may be established in the future, except as otherwise provided pursuant to the following subsection (b). The terms “shares of Fund” or “shares” as used herein shall mean shares of common stock of the Fund and each series or class which may be established in the future and become covered by this Agreement in accordance with Section 21 of this Agreement.
(b) The Fund may, upon 60 days’ written notice to the Distributor, from time to time designate other principal underwriters of its shares with respect to areas other than the North American continent, Hawaii, Puerto Rico, and such countries or other jurisdictions as to which the Fund may have expressly waived in
writing its right to make such designation. In the event of such designation, the right of the Distributor under this Agreement to sell shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full force and effect until terminated in accordance with the other provisions hereof.
2. In the sale of shares of the Fund, the Distributor shall act as agent of the Fund except in any transaction in which the Distributor sells such shares as a dealer to the public, in which event the Distributor shall act as principal for its own account.
3. The Fund shall sell shares only through the Distributor, except that the Fund may, to the extent permitted by the 1940 Act and the rules and regulations promulgated thereunder or pursuant thereto, at any time:
(a) issue shares to any corporation, association, trust, partnership or other organization, or its, or their, security holders, beneficiaries or members, in connection with a merger, consolidation or reorganization to which the Fund is a party, or in connection with the acquisition of all or substantially all the property and assets of such corporation, association, trust, partnership or other organization;
(b) issue shares at net asset value to the holders of shares of capital stock or beneficial interest of other investment companies served as investment adviser by any affiliated company or companies of The Capital Group Companies, Inc., to the extent of all or any portion of amounts received by such shareholders upon redemption or repurchase of their shares by the other investment companies;
(c) issue shares at net asset value to its shareholders in connection with the reinvestment of dividends paid and other distributions made by the Fund;
(d) issue shares at net asset value to persons entitled to purchase shares as described in the Fund’s current Registration Statement in effect under the Securities Act of 1933, as amended, for each series issued by the Fund at the time of such offer or sale.
4. The Distributor shall devote its best efforts to the sale of shares of the Fund and shares of any other mutual funds served as investment adviser by affiliated companies of The Capital Group Companies, Inc., and insurance contracts funded by shares of such mutual funds, for which the Distributor has been authorized to act as a principal underwriter for the sale of shares. The Distributor shall maintain a sales organization suited to the sale of shares of the Fund and shall use its best efforts to effect such sales in jurisdictions as to which the Fund shall have expressly waived in writing its right to designate another principal underwriter pursuant to subsection 1(b) hereof, and shall effect and maintain appropriate qualification to do
so in all those jurisdictions in which it sells or offers Fund shares for sale and in which qualification is required.
5. Within the United States of America, all dealers to whom the Distributor shall offer and sell shares must be duly licensed and qualified to sell shares of the Fund. Shares sold to dealers shall be for resale by such dealers only at the public offering price set forth in the current summary prospectus and/or prospectus of the Fund’s Registration Statement in effect under the Securities Act of 1933, as amended (“Prospectus”). The Distributor shall not, without the consent of the Fund, sell or offer for sale any shares of a series or class issued by the Fund other than as principal underwriter pursuant to this Agreement.
6. In its sales to dealers, it shall be the responsibility of the Distributor to ensure that such dealers are appropriately qualified to transact business in the shares under applicable laws, rules and regulations promulgated by such national, state, local or other governmental or quasi-governmental authorities as may in a particular instance have jurisdiction.
7. The applicable public offering price of shares shall be the price which is equal to the net asset value per share, as shall be determined by the Fund in the manner and at the time or times set forth in and subject to the provisions of the Prospectus of the Fund.
8. All orders for shares received by the Distributor shall, unless rejected by the Distributor or the Fund, be accepted by the Distributor immediately upon receipt and confirmed at an offering price determined in accordance with the provisions of the Prospectus and the 1940 Act, and applicable rules in effect thereunder. The Distributor shall not hold orders subject to acceptance nor otherwise delay their execution. The provisions of this Section shall not be construed to restrict the right of the Fund to withhold shares from sale under Section 16 hereof.
9. The Fund or its transfer agent shall be promptly advised of all orders received, and shall cause shares to be issued upon payment therefor in New York or Los Angeles Clearing House Funds.
10. The Distributor shall adopt and follow procedures as approved by the officers of the Fund for the confirmation of sales to dealers, the collection of amounts payable by dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the U.S. Securities and Exchange Commission or the Financial Industry Regulatory Authority (“FINRA”), as such requirements may from time to time exist.
11. The Distributor, as principal underwriter under this Agreement for Class M shares, Class F-3 shares and Class R-6 shares, shall receive no compensation.
12. The Fund agrees to use its best efforts to maintain its registration as an open-end management investment company under the 1940 Act.
13. The Fund agrees to use its best efforts to maintain an effective Prospectus under the Securities Act of 1933, as amended, and warrants that such Prospectus will contain all statements required by and will conform with the requirements of such Securities Act of 1933 and the rules and regulations thereunder, and that no part of any such Prospectus, at the time the Registration Statement of which it is a part becomes effective, will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading (excluding any information provided by the Distributor in writing for inclusion in the Prospectus). The Distributor agrees and warrants that it will not in the sale of shares use any Prospectus, advertising or sales literature not approved by the Fund or its officers nor make any untrue statement of a material fact nor omit the stating of a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading. The Distributor agrees to indemnify and hold the Fund harmless from any and all loss, expense, damage and liability resulting from a breach of the agreements and warranties contained in this Section, or from the use of any sales literature, information, statistics or other aid or device employed in connection with the sale of shares.
14. The expense of each printing of each Prospectus and each revision thereof or addition thereto deemed necessary by the Fund’s officers to meet the requirements of applicable laws shall be paid by the Fund, including:
(a) the typesetting and make-ready charges;
(b) the printing charges; and
(c) any expenses incurred in connection with the foregoing.
15. The Fund agrees to use its best efforts to qualify and maintain the qualification of an appropriate number of the shares of each series or class it offers for sale under the securities laws of such states as the Distributor and the Fund may approve. Any such qualification for any series or class may be withheld, terminated or withdrawn by the Fund at any time in its discretion. The expense of qualification and maintenance of qualification shall be borne by the Fund, but the Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund or its counsel in connection with such qualifications.
16. The Fund may withhold shares of any series or class from sale to any person or persons or in any jurisdiction temporarily or permanently if, in the opinion of its counsel, such offer or sale would be contrary to law or if the Directors or the President or any Vice President of the Fund determines that such offer or sale is not in the best interest of the Fund. The Fund will give prompt notice to the Distributor of any withholding and will indemnify it against any loss suffered by the Distributor as a result of such withholding by reason of nondelivery of shares of any series or class after a good faith confirmation by the Distributor of sales thereof prior to receipt of notice of such withholding.
17. (a) This Agreement may be terminated at any time, without payment of any penalty, as to the Fund or any series on sixty (60) days’ written notice by the Distributor to the Fund.
(b) This Agreement may be terminated as to the Fund or any series or class by either party upon five (5) days’ written notice to the other party in the event that the U.S. Securities and Exchange Commission has issued an order or obtained an injunction or other court order suspending effectiveness of the Registration Statement covering the shares of the Fund or such series or class.
(c) This Agreement may be terminated as to the Fund or any series or class by the Fund upon five (5) days’ written notice to the Distributor provided either of the following events has occurred:
(i) FINRA has expelled the Distributor or suspended its membership in that organization; or
(ii) the qualification, registration, license or right of the Distributor to sell shares of the Fund or any series of the Fund in a particular state has been suspended or canceled by the State of California or any other state in which sales of the shares of the Fund or such series during the most recent 12-month period exceeded 10% of all shares of such series sold by the Distributor during such period.
(d) This Agreement may be terminated as to the Fund or any series or class at any time on sixty (60) days’ written notice to the Distributor without the payment of any penalty, by vote of a majority of the Independent Directors or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund or such series or class.
18. This Agreement shall not be assignable by either party hereto and in the event of assignment shall automatically terminate forthwith. The term “assignment” shall have the meaning set forth in the 1940 Act.
19. No provision of this Agreement shall protect or purport to protect the Distributor against any liability to the Fund or holders of its shares for which the Distributor would otherwise be liable by reason of willful misfeasance, bad faith, or gross negligence, or reckless disregard of the Distributor’s obligations under this Agreement.
20. This Agreement shall become effective on September 1, 2017. Unless sooner terminated in accordance with the other provisions hereof, this Agreement shall continue in effect until July 31, 2018 and shall continue in effect from year to year thereafter but only so long as such continuance is specifically approved at least annually by (i) the vote of a majority of the Independent Directors of the Fund cast in person at a meeting called for the purpose of voting on such approval, and (ii) the vote of either a majority of the entire Board of Directors of the Fund or a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Fund.
21. If the Fund shall at any time issue shares in more than one series or class, this Agreement shall take effect with respect to such series or class of the Fund which may be established in the future at such time as it has been approved as to such series or class by vote of the Board of Directors and the Independent Directors in accordance with Section 20. The Agreement as approved with respect to any series or class shall specify any provisions which may differ from those herein with respect to such series or class, subject to approval in writing by the Distributor.
22. This Agreement may be approved, amended, continued or renewed with respect to a series or class as provided herein notwithstanding such approval, amendment, continuance or renewal has not been effected with respect to any one or more other series or class of the Fund.
23. This Agreement shall be construed under and shall be governed by the laws of the State of California, and the parties hereto agree that proper venue of any action with respect hereto shall be Los Angeles County, California.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate original by their officers thereunto duly authorized, as of August 15, 2017.
AMERICAN FUNDS DISTRIBUTORS, INC. | EMERGING MARKETS GROWTH FUND, INC. |
By: /s/ Timothy W. McHale | By: /s/ Courtney R. Taylor |
Timothy W. McHale | Courtney R. Taylor |
Secretary | Secretary |
DEFERRED COMPENSATION PLAN
For Directors of
Emerging Markets Growth Fund, Inc. (Amended and restated, effective as of June 25, 2015)
TABLE OF CONTENTS
Paragraph Title | Page No |
1. Definitions | 3 |
2. Introduction | 6 |
3. Plan Oversight; Administration and Amendment | 6 |
3.1. Plan Oversight and Operation | 6 |
3.2. Plan Interpretation and Administration | 7 |
3.3 Plan Amendment, Acceleration or Termination | 7 |
4. Election to Defer Payments | 7 |
4.1. Election to Defer | 7 |
4.2. Current Independent Board Members | 7 |
4.2.a. Newly Elected or Appointed Independent Board Members | 7 |
4.3. Modification or Revocation of Election to Defer | 8 |
5. Beneficiary Designation | 8 |
6. Deferred Payment Account | 8 |
6.1. Crediting Amounts | 8 |
6.2. Change of Investment Designation | 8 |
6.3. Exchange Requests | 9 |
6.4 Plan Participant Electing Installment Payout Option under | 9 |
Section 7.4.a | 9 |
6.4.a Alternate Instructions under Section 6.4 | 10 |
7. Timing and Manner of Payments | 10 |
7.1. Timing of Payments | 10 |
7.2. Manner of Payment – Lump Sum | 10 |
7.3. Alternative Payment Methods | 10 |
7.4. Death of Plan Participant | 11 |
7.4.a Optional Payment Method upon Death for Post-2004 | 11 |
Deferrals | |
7.5. Disability of Plan Participant | 11 |
7.6. Unforeseeable Emergency | 12 |
7.7. Modification or Revocation for Post-2004 Deferrals | 12 |
7.8. Modification or Revocation for Pre-2005 Deferrals | 12 |
8. Miscellaneous | 12 |
8.1. Purchase of Underlying Shares | 12 |
8.2. Unsecured Promise to Pay | 12 |
8.3. Withholding Taxes | 13 |
8.4. Statements | 13 |
8.5. Assignment | 13 |
8.6. Governing Law; Severability | 13 |
8.7. Board Transition | 13 |
Signature Page Exhibits A through D
1. | DEFINITIONS |
1.1. Administrator . Individuals designated by CIInc to process forms and receive Plan related communications from Plan Participants and otherwise assist the Committee in the administration of the Plan.
1.2. | The American Funds Group . The mutual funds advised by CRMC. |
1.3. 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).
1.4. | Board . The Board of Directors of Emerging Markets Growth Fund, Inc. |
1.5. | CIInc . Capital International, Inc. |
1.6. | Committee . The Committee on Directors of the Fund, comprised of Independent Board Members, responsible for oversight and operation of the Plan. |
1.7 CRMC . Capital Research and Management Company.
1.8. | Date of Crediting . The Date of Crediting for compensation deferred by a Plan Participant will be as soon as administratively practicable after the date such fees would otherwise have been paid. |
1.9. Deferred Payment Account . An account established in the name of the Plan Participant on the books of the Fund. 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 ”).
1.10. 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.
1.11. Exhibit A (“List of Participating Funds”) . List of mutual funds managed by CRMC and CIInc that have adopted the Plan.
1.12. 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.
1.13. Exhibit C (“Beneficiary Designation Form”) . A form indicating the beneficiary designations of a Plan Participant.
1.14. Exhibit D (“Rate of Return Election Form”) . A form indicating the percentages of deferrals allocated to the Fund or The American Funds Group.
1.15 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 the Deferral Election Form. 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 the Fund or each such fund of The American Funds Group credited to the Deferred Payment Account using the net asset values per share of the Fund or by the net asset value per Class A share of each such fund of the American Funds Group on or about the last day of the calendar quarter immediately preceding the date of payment. These reductions shall occur proportionately so that, with respect to the Fund or each such fund of the American Funds Group, the ratio of the value of all Phantom Shares of the Fund or each such fund of the American Funds Group to the value of the Deferred Payment Account shall remain the same before and after each installment payment.
1.16. Fund . Emerging Markets Growth Fund, Inc.
1.17. Independent Board Member(s) . Directors or Board Members who are not considered “interested persons” of the Fund managed by CIInc under the Investment Company Act of 1940.
1.18. 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 the 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. |
1.19. Phantom Shares . Fictional shares of the Fund or each such fund of The American Funds Group that a Plan Participant has selected in Exhibit D that have been credited to his or her Deferred Payment Account(s). Phantom Shares of the Fund and each such fund of The American Funds Group shall have the same economic characteristics as actual shares of common stock and Class A shares, respectively, 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 Fund or each such fund of The American Funds Group.
1.20. Plan or Deferred Compensation Plan . The deferred compensation plan adopted by the Board of the Fund.
1.21. 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.
1.22. 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).
1.23. 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 the 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 share of the Fund as of the last day of the calendar quarter immediately preceding the date of payment, or for a fund of The American Funds Group, by the net asset value per Class A share of each fund on or about the last business 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, the net asset value per share of the Fund , or for a fund of The American Funds Group, the net asset value per Class A share of each fund on or about the last business 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 June 25, 2015, the Fund has adopted, by an affirmative vote of at least a majority of its Board (including a majority of its Board members who are not interested persons of the 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 Fund 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, Acceleration or Termination. The Committee may at any time at its sole discretion accelerate payment of any unpaid amount for any or all Independent Board Members or recommend to the Board any amendment to or termination of the Plan, provided, however, that no such amendment or termination shall adversely affect the right of Plan Participants to receive amounts previously credited to their Deferred Payment Account.
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 compensation for service as an Independent Board Member, including board and committee meeting fees, deferred as provided herein. An Independent Board Member who elects to participate in the Plan shall file executed 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 compensation for service as an Independent Board Member 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 compensation for service as an Independent Board Member 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 calendar 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 Independent Board Member 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 the Fund or one or more fund(s) in The American Funds Group 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 the Fund 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 of the Fund or the net asset value of Class A shares of each such fund of The American Funds Group 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 fees deferred after receipt of such request by the Administrator. If a request is received after the close of the New York Stock Exchange, 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 share on the date the exchange is effected, which shall be as soon as administratively practicable after receipt of such request by the Administrator. The Administrator will confirm promptly in writing to the Plan Participant any exchange request made by telephone. An exchange request will be effective as soon as administratively practicable 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. 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 Participant Electing Installment Payout Option under Section 7.4.a. When a Plan Participant elects the limited installment payout option described in Section 7.4.a, all post-2004 deferrals will be exchanged into the appropriate American Funds Target Date Retirement Fund based upon the age of the surviving spouse Beneficiary at the time of the Participant’s death. Such exchange will occur as soon as administratively practicable, but in no event later than thirty (30) days from the date that the Plan Administrator is notified of the Plan Participants death. Once this exchange occurs, no further exchanges will be permitted for post-2004 deferrals.
6.4.a. Alternative Instructions under Section 6.4. A Plan Participant electing the limited installment payout option described in Section 7.4.a. may instruct the Administrator to exchange all post-2004 deferrals into one or more funds, rather than the appropriate American Funds Target Date Retirement Fund as provided for in Section 6.4. A Plan Participant may change instructions provided under this Section 6.4.a. no more than 12 times each calendar year. To be effective, such instructions must be received by the Administrator prior to the Plan Participant’s death.
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 the Fund or each such fund of The American Funds Group that have been allocated to the Plan Participant’s Deferred Payment Account subject to the Permissible Payment Event, by the net asset value per share of the Fund or by the net asset value per Class A share of each such fund of The American Funds Group 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 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 the 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 (30) days after the end of the calendar quarter that contains the Permissible Payment Event. Subsequent payments shall be made as soon as administratively practicable in future calendar quarters or years, consistent with the Plan Participant’s election of either quarterly or annual installments.
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 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 Account have been paid, such remaining amounts shall be paid in a lump-sum to the Plan Participant’s Beneficiary(ies).
7.4.a. Optional Payment Method upon Death for Post-2004 Deferrals . With respect to post-2004 deferrals under the Plan, a Plan Participant may elect for his or her spouse Beneficiary to receive any remaining installment payments due the Plan Participant at his or her death if all four of the following conditions are met:
(i) | The spouse was married to the Plan Participant at the time of the Plan Participant’s death. |
(ii) | The spouse was designated as the sole Beneficiary under the Plan. |
(iii) | At the time of the Plan Participant’s death, the timing and manner of distribution election in effect for such Plan Participant was one of the alternative payment methods described in Section 7.3 of the Plan. |
(iv) | The Plan Participant had begun receiving installment payments described under Section 7.3 of the Plan at the time of his or her death. |
An election under this Section 7.4.a must be made at least 12 months before the first scheduled payment under the Plan Participant’s current timing and manner of payment designation.
All installment payments made to a spouse Beneficiary under this section will be made under the same timing and manner of payment election made by the Plan Participant and in effect at the time of the Plan Participant’s death. No changes to the timing or manner of payment will be permitted.
If the spouse Beneficiary dies while there are still post-2004 account balances in the Plan, all remaining post-2004 account balances will be paid to the estate of the spouse Beneficiary as soon as administratively practicable from the time that the Plan Administrator is notified of the spouse Beneficiary’s death.
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 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 the Plan Participant’s Deferred Payment Account, the Deferred Payment Account 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.
7.8. 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, the 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 the 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 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.
8.7. Board Transition . Effective as of December 9, 2016, by affirmative vote of a majority of the Board (including a majority of its Board members who are not interested persons of the mutual fund), the Board’s Nominating Committee will be responsible for the oversight and operation of the Deferred Compensation Plan for Independent Board Members. Additionally, effective as of such date, no new participants and no additional contributions to the Plan will be allowed. The terms of the Plan shall continue to govern amounts deferred. The timing and form of payments of amounts deferred under the Plan as well as elections to defer under the terms of the Plan shall not be affected. The terms of this Plan are intended to comply with section 409A of the Code.
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (the “Agreement”) is made as of the date set forth on the signature page by and between Emerging Markets Growth Fund, Inc., a Maryland corporation (the “Fund”), and the director of the Fund whose name is set forth on the signature page (the “Board Member”).
WHEREAS, the Board Member is a director of the Fund, and the Fund wishes the Board Member to continue to serve in that capacity; and
WHEREAS, the Articles of Incorporation and By-Laws of the Fund and applicable laws permit the Fund to contractually obligate itself to indemnify and hold the Board Member harmless to the fullest extent permitted by law;
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements set forth herein, the parties hereby agree as set forth below. Certain capitalized terms used herein are defined in Section 5.
1. Indemnification . The Fund shall indemnify and hold harmless the Board Member against any liabilities or Expenses (collectively, “Liability”) actually and reasonably incurred by the Board Member in any Proceeding arising out of or in connection with the Board Member’s service to the Fund, to the fullest extent permitted by the Articles of Incorporation and By-Laws of the Fund and the laws of the State of Maryland, the Securities Act of 1933, and the Investment Company Act of 1940, as now or hereafter in force, subject to the provisions of paragraphs (a), (b) and (c) of this Section 1. The Fund’s Board of Directors shall take such actions as may be necessary to carry out the intent of these indemnification provisions and shall not amend the Fund’s Articles of Incorporation or By-laws to limit or eliminate the right to indemnification provided herein with respect to acts or omissions occurring prior to such amendment or repeal.
(a) Special Condition . With respect to Liability to the Fund or its shareholders, and subject to applicable state and federal law, the Board Member shall be indemnified pursuant to this Section 1 against any Liability unless such Liability arises by reason of the Board Member’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office as defined in such Section 17(h) of the Investment Company Act of 1940, as amended (“Disabling Conduct”).
(b) Special Process Condition . With respect to Liability to the Fund or its shareholders, no indemnification shall be made unless a determination has been made by reasonable and fair means that the Board Member has not engaged in disabling conduct. Such reasonable and fair means shall be established in conformity with then applicable law and administrative interpretations. In any determination with respect to disabling conduct, a director requesting indemnification who is not an “interested person” of the
Corporation, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, shall be afforded a rebuttable presumption that such director did not engage in such conduct while acting in his or her capacity as a director.
(c) State Law Restrictions . In accordance with the General Corporation Law of the State of Maryland, the Board Member shall not be indemnified and held harmless pursuant to this Section 1 if the substantive and procedural standards for indemnification under such law have not been met.
2. Advancement of Expenses . The Fund shall promptly advance funds to the Board Member to cover any and all Expenses the Board Member incurs with respect to any Proceeding arising out of or in connection with the Board Member’s service to the Fund, to the fullest extent permitted by the laws of the State of Maryland, the Securities Act of 1933, and the Investment Company Act of 1940, as such statutes are now or hereafter in force, subject to the provisions of paragraphs (a) and (b) of this Section 2.
(a) Affirmation of Conduct. A request by the Board Member for advancement of funds pursuant to this Section 2 shall be accompanied by the Board Member’s written affirmation of his or her good faith belief that he or she met the standard of conduct necessary for indemnification, and such other statements, documents or undertakings as may be required under applicable law.
(b) Special Conditions to Advancement . With respect to Liability to the Fund or its shareholders, and subject to applicable state and federal law, the Board Member shall be entitled to advancements of Expenses pursuant to this Section 2 against any Liability to the Fund or its shareholders if (1) the Fund has obtained assurances to the extent required by applicable law, such as by obtaining insurance or receiving collateral provided by the Board Member, to the reasonable satisfaction of the Board, that the advance will be repaid if the Board Member is found to have engaged in Disabling Conduct, or (2) the Board has a reasonable belief that the Board Member has not engaged in disabling conduct and ultimately will be entitled to indemnification. In forming such a reasonable belief, the Board of Directors shall act in conformity with then applicable law and administrative interpretations, and shall afford a director requesting an advance who is not an “interested person” of the Corporation, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, a rebuttable presumption that such director did not engage in disabling conduct while acting in his or her capacity as a director.
3. Procedure for Determination of Entitlement to Indemnification and Advancements . A request by the Board Member for indemnification or advancement of Expenses shall be made in writing, and shall be accompanied by such relevant documentation and information as is reasonably available to the Board Member. The Secretary of the Fund shall promptly advise the Board of such request.
(a) Methods of Determination. Upon the Board Member’s request for indemnification or advancement of Expenses, a determination with respect to the Board Member’s entitlement thereto shall be made by the Board or Independent Counsel in accordance with applicable law. The Board Member shall have the right, in his or her sole discretion, to have Independent Counsel make such a determination. The Board Member shall cooperate with the person or persons making such determination, including without limitation providing to such persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and is reasonably available to the Board Member and reasonably necessary to such determination. Any Expenses incurred by the Board Member in so cooperating shall be borne by the Fund, irrespective of the determination as to the Board Member’s entitlement to indemnification or advancement of Expenses.
(b ) Independent Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Directors shall select the Independent Counsel, and the Secretary of the Fund shall give written notice to the Board Member advising the Board Member of the identity of the Independent Counsel selected. The Board Member may, within five days after receipt of such written notice, deliver to the Secretary of the Fund a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 4, and shall set forth with particularity the factual basis of such assertion. Upon such objection, the Board of Directors, acting in conformity with applicable law, shall select another Independent Counsel.
If within fourteen days after submission by the Board Member of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been selected without objection, then either the Board or the Board Member may petition the Superior Court of the State of California or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel.
The Fund shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.
(c) Failure to Make Timely Determination. If the person or persons empowered or selected to determine whether the Board Member is entitled to indemnification or advancement of Expenses shall not have made such determination within thirty days after receipt by the Secretary of the Fund of the request therefor, the requisite determination of
entitlement to indemnification or advancement of Expenses shall be deemed to have been made, and the Board Member shall be entitled to such indemnification or advancement, absent (i) an intentional misstatement by the Board Member of a material fact, or an intentional omission of a material fact necessary to make the Board Member’s statement not materially misleading, in connection with the request for indemnification or advancement of Expenses, or (ii) a prohibition of such indemnification or advancements under applicable law; provided, however, that such period may be extended for a reasonable period of time, not to exceed an additional thirty days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto.
(d) Payment Upon Determination of Entitlement. If a determination is made pursuant to Section 1 or Section 2 (or is deemed to be made pursuant to paragraph (c) of this Section 3) that the Board Member is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Board Member shall be made within ten days after such determination (and, in the case of advancements of further Expenses, within ten days after submission of supporting information). If such payment is not made when due, the Board Member shall be entitled to an adjudication in a court of competent jurisdiction, of the Board Member’s entitlement to such indemnification or advancements. The Board Member shall commence such proceeding seeking an adjudication within one year following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d). In any such proceeding, the Fund shall be bound by the determination that the Board Member is entitled to indemnification or advancements, absent (i) an intentional misstatement by the Board Member of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, or (ii) a prohibition of such indemnification or advancements under applicable law.
(e) Appeal of Adverse Determination. If a determination is made that the Board Member is not entitled to indemnification or advancements, the Board Member shall be entitled to an adjudication of such matter in any court of competent jurisdiction. Alternatively, the Board Member, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association. The Board Member shall commence such proceeding or arbitration within one year following the date on which the adverse determination is made. Any such judicial proceeding or arbitration shall be conducted in all respect as a de novo trial or arbitration on the merits, and the Board Member shall not be prejudiced by reason of such adverse determination.
(f) Expenses of Appeal. If the Board Member seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, the indemnification or Expense advancement provisions of this Agreement, the Board Member shall be entitled to recover from the Fund, and shall be indemnified by the Fund against, any and all Expenses actually and reasonably incurred by the Board
Member in such judicial adjudication or arbitration, but only if the Board Member prevails therein. If it shall be determined in such judicial adjudication or arbitration that the Board Member is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by the Board Member in connection with such judicial adjudication or arbitration shall be prorated as the court or arbitrator determines to be appropriate.
(g) Validity of Agreement . In any judicial proceeding or arbitration commenced pursuant to this Section 3, the Fund shall be precluded from asserting that the procedures and presumptions set forth in this Agreement are not valid, binding and enforceable against the Fund, and shall stipulate in any such court or before any such arbitrator that the Fund is bound by all the provisions of this Agreement.
4. General Provisions.
(a) Non-Exclusive Rights . The provisions for indemnification of, and advancement of Expenses to, the Board Member set forth in this Agreement shall not be deemed exclusive of any other rights to which the Board Member may otherwise be entitled. The Fund shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Board Member has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.
(b) Continuation of Provisions . This Agreement shall be binding upon all successors of the Fund, including without limitation any transferee of all or substantially all assets of the Fund and any successor by merger, consolidation, or operation of law, and shall inure to the benefit of the Board Member’s spouse, heirs, assigns, devisees, executors, administrators and legal representatives. The provisions of this Agreement shall continue until the later of (1) ten years after the Board Member has ceased to provide any service to the Fund, and (2) the final termination of all Proceedings in respect of which the Board Member has asserted, is entitled to assert, or has been granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by the Board Member pursuant to Section 3 relating thereto. Unless required by applicable law, no amendment of the Articles of Incorporation or By-Laws of the Fund shall limit or eliminate the right of the Board Member to indemnification and advancement of Expenses set forth in this Agreement with respect to acts or omissions occurring prior to such amendment or repeal. In the event the Fund or any successor shall discontinue its operations within the term of this Agreement, adequate provision shall be made to honor the Fund’s obligations under this Agreement.
(c) Selection of Counsel . Counsel selected by the Board shall be entitled to assume the defense of any Proceeding for which the Board Member seeks indemnification or advancement of Expenses under this Agreement. However, counsel selected by the Board Member shall conduct the defense of the Board Member to the extent reasonably determined by such counsel to be necessary to protect the interests of
the Board Member, and the Fund shall indemnify the Board Member therefore to the extent otherwise permitted under this Agreement, if (1) the Board Member reasonably determines that there may be a conflict in the Proceeding between the positions of the Board Member and the positions of the Fund or the other parties to the Proceeding that are indemnified by the Fund and not represented by separate counsel, or the Board Member otherwise reasonably concludes that representation of both the Board Member, the Fund and such other parties by the same counsel would not be appropriate, or (2) the Proceeding involves the Board Member but neither the Fund nor any such other party and the Board Member reasonably withholds consent to being represented by counsel selected by the Fund. If the Board has not selected counsel to assume the defense of any such Proceeding for the Board Member within thirty days after receiving written notice thereof from the Board Member, the Fund shall be deemed to have waived any right it might otherwise have to assume such defense.
(d) D&O Insurance . For a period of at least six years after the Board Member has ceased to provide services to the Fund, the Fund shall purchase and maintain in effect, through “tail” or other appropriate coverage, one or more policies of insurance on behalf of the Board Member to the maximum extent of the coverage provided to the active members of the Board of Directors of the Fund.
(e) Subrogation . In the event of any payment by the Fund pursuant to this Agreement, the Fund shall be subrogated to the extent of such payment to all of the rights of recovery of the Board Member, who shall, upon reasonable written request by the Fund and at the Fund’s expense, execute all such documents and take all such reasonable actions as are necessary to enable the Fund to enforce such rights. Nothing in this Agreement shall be deemed to diminish or otherwise restrict the right of the Fund or the Board Member to proceed or collect against any insurers and to give such insurers any rights against the Fund under or with respect to this Agreement, including without limitation any right to be subrogated to the Board Member’s rights hereunder, unless otherwise expressly agreed to by the Fund in writing, and the obligation of such insurers to the Fund and the Board Member shall not be deemed to be reduced or impaired in any respect by virtue of the provisions of this Agreement.
(f) Notice of Proceedings. The Board Member shall promptly notify the Secretary of the Fund in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding which may be subject to indemnification or advancement of expense pursuant to this Agreement, but no delay in providing such notice shall in any way limit or affect the Board Member’s rights or the Fund’s obligations under this Agreement.
(g) Notices. All notices, requests, demands and other communications to a party pursuant to this Agreement shall be in writing, addressed to such party at the address specified on the signature page of this Agreement (or such other address as may have been furnished by such party by notice in accordance with this paragraph), and shall be deemed to have been duly given when delivered personally (with a written receipt by the
addressee) or two days after being sent (1) by certified or registered mail, postage prepaid, return receipt requested, or (2) by nationally recognized overnight courier service.
(h) Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, in whole or in part, for any reason whatsoever, (1) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any provision that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (2) to the fullest extent possible, the remaining provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
(i) Modification and Waiver. This Agreement supersedes any existing or prior agreement between the Fund and the Board Member pertaining to the subject matter of indemnification, advancement of Expenses and insurance. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties or their respective successors or legal representatives. Any waiver by either party of any breach by the other party of any provision contained in this Agreement to be performed by the other party must be in writing and signed by the waiving party or such party’s successor or legal representative, and no such waiver shall be deemed a waiver of similar or other provisions at the same or any prior or subsequent time.
(j) Headings. The headings of the Sections of this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.
(k) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which when taken together shall constitute one document.
(l) Applicable Law. This Agreement shall be governed by and construed and enforce in accordance with the laws of the state of organization of the Fund without reference to principles of conflict of laws.
5. Definitions . For purposes of this Agreement, the following terms shall have the following meanings:
(a) “Board” means the board of directors of the Fund, excluding those members of the board of directors who are not eligible under applicable federal or state law to participate in making a particular determination pursuant to Section 3 of this Agreement; provided, however, that if no two members of the Board of directors are eligible to participate, Board shall mean Independent Counsel.
(b) “Disabling Conduct” shall be as defined in Section 1.
(c) “Expenses” shall include without limitation all judgments, penalties, fines, amounts paid or to be paid in settlement, ERISA excise taxes, liabilities, losses, interest, expenses of investigation, attorneys’ fees, retainers, court costs, transcript costs, fees of experts and witnesses, expenses of preparing for and attending depositions and other proceedings, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other costs, disbursements or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or acting as a witness in a Proceeding.
(d) “Final termination of a Proceeding” shall mean a final adjudication by court order or judgment of the court or other body before which a matter is pending, from which no further right of appeal or review exists.
(e) “Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of investment company law and neither at the time of designation is, nor in the five years immediately preceding such designation was, retained to represent (A) the Fund or the Board Member in any matter material to either, or (B) any other party to the Proceeding giving rise to a claim for indemnification or advancements hereunder. Notwithstanding the foregoing, however, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Fund or the Board Member in an action to determine the Board Member’s rights pursuant to this Agreement, regardless of when the Board Member’s act or failure to act occurred.
(f) “Independent Board Member” shall mean a director of the Fund who is neither an “interested person” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor a party to the Proceeding with respect to which indemnification or advances are sought.
(g) “Liability shall be as defined in Section 1.
(h) “Proceeding” shall include without limitation any threatened, pending or completed claim, demand, threat, discovery request, request for testimony or information, action, suit, arbitration, alternative dispute mechanism, investigation, hearing, or other proceeding, including any appeal from any of the foregoing, whether civil, criminal, administrative or investigative, and shall also include any proceeding brought by the Board Member against the Fund.
(i) The Board Member’s “service to the Fund” shall include without limitation the Board Member’s service as a director, officer, employee, agent or representative of the Fund, and his or her service at the request of the Fund as a director, officer, employee, agent or representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth below.
Dated: December 9, 2016
EMERGING MARKETS GROWTH FUND, INC. |
a Maryland corporation |
By: |
Name: |
Title: |
Address for notices: |
Name: |
Address for notices: |
EMERGING MARKETS GROWTH FUND, INC.
AMENDED AND RESTATED SHAREHOLDER SERVICES AGREEMENT
1. The parties to this Shareholder Services Agreement (the “Agreement”), which is effective as of September 1, 2017, are Emerging Markets Growth Fund, Inc., a Maryland corporation (the “Fund”), and American Funds Service Company, a California corporation (“AFS”). AFS is a wholly owned subsidiary of Capital Research and Management Company (“CRMC”), an affiliate of Capital International, Inc. (“CIInc”), the Fund’s Investment Adviser. This Agreement will continue in effect until amended or terminated in accordance with its terms.
2. The Fund hereby employs AFS, and AFS hereby accepts such employment by the Fund, as its transfer agent. In such capacity AFS will provide the services of stock transfer agent, dividend disbursing agent, redemption agent, and such additional related services as the Fund may from time to time require, in respect of Class M shares; Class F-3 shares; and Class R-6 shares (Class M shares, Class F-3 shares and Class R-6 shares, collectively, the “shares”) of the Fund, all of which services are sometimes referred to herein as “shareholder services.” In addition, AFS assumes responsibility for the Fund’s implementation and compliance with the procedures set forth in the Anti-Money Laundering Program (“AML Program”) of the Fund and does hereby agree to provide all records relating to the AML Program to any federal examiner of the Fund upon request.
3. AFS has entered into substantially identical agreements with other investment companies for which CRMC serves as investment adviser. (For the purposes of this Agreement, such investment companies, including the Fund, are called “participating investment companies.”)
4. AFS has entered into an agreement with DST Systems, Inc. (hereinafter called “DST”), to provide AFS with electronic data processing services sufficient for the performance of the shareholder services referred to in paragraph 2.
5. The Fund, together with the other participating investment companies, will maintain a Review and Advisory Committee, which Committee will review and may make recommendations to the boards of the participating investment companies regarding all fees and charges provided for in this Agreement, as well as review the level and quality of the shareholder services rendered to the participating investment companies and their shareholders. Each participating investment company may select one director or trustee who is not affiliated with CRMC, or any of its affiliated companies, to serve on the Review and Advisory Committee.
6. AFS will provide to the participating investment companies the shareholder services referred to herein in return for the following fees:
Annual account maintenance fee (paid monthly):
Fee per account (annual rate) Rate
Broker controlled account (networked and street) $0.84
Full service account $16.00
No annual fee will be charged for a participant account underlying a 401(k) or other defined contribution plan where the plan maintains a single account on AFS’ books and responds to all participant inquiries.
The fees described above shall be invoiced and paid within 30 days after the end of the month in which the services were performed.
Any revision of the schedule of charges set forth herein shall require the affirmative vote of a majority of the members of the board of directors of the Fund.
7. a. All Fund-specific charges from third parties -- including DST charges, payments described in the next sentence, postage, National Securities Clearing Corporation (NSCC) transaction charges and similar out-of-pocket expenses -- will be passed through directly to the Fund or other participating investment companies, as applicable. AFS, subject to approval of its board of directors, is authorized in its discretion to negotiate payments to third parties for account maintenance and/or transaction processing services described in paragraph 7.b.
b. During the term of this Agreement, AFS shall perform or cause to be performed the transfer agent services set forth in Exhibit A hereto, as such exhibit may be amended from time to time by mutual consent of the parties. The Fund and AFS acknowledge that AFS will contract with third parties, to perform such transfer agent services. In selecting third parties to perform transfer agent services, AFS shall select only those third parties that AFS reasonably believes have adequate facilities and personnel to diligently perform such services. As set forth in the Administrative Services Agreement between the Fund and CIInc, CIInc or its affiliates shall monitor, coordinate and oversee the activities performed by the third parties with which AFS contracts.
8. It is understood that AFS may have income in excess of its expenses and may accumulate capital and surplus. AFS is not, however, permitted to distribute any net income or accumulated surplus to its parent, CRMC, in the form of a dividend
without the affirmative vote of a majority of the members of the board of directors of the Fund and all participating investment companies.
9. This Agreement may be amended at any time by mutual agreement of the parties, with agreement of the Fund to be evidenced by affirmative vote of a majority of the members of the board of directors of the Fund.
10. This Agreement may be terminated on 180 days’ written notice by either party. In the event of a termination of this Agreement, AFS and the Fund will each extend full cooperation in effecting a conversion to whatever successor shareholder service provider(s) the Fund may select, it being understood that all records relating to the Fund and its shareholders are property of the Fund.
11. In the event of a termination of this Agreement by the Fund, the Fund will pay to AFS as a termination fee the Fund’s proportionate share of any costs of conversion of the Fund’s shareholder service from AFS to a successor. In the event of termination of this Agreement and all corresponding agreements with all the other participating investment companies, all assets of AFS will be sold or otherwise converted to cash, with a view to the liquidation of AFS when it ceases to provide shareholder services for the participating investment companies. To the extent any such assets are sold by AFS to CRMC and/or any of its affiliates, such sales shall be at fair market value at the time of sale as agreed upon by AFS, the purchasing company or companies, and the Review and Advisory Committee. After all assets of AFS have been converted to cash and all liabilities of AFS have been paid or discharged, an amount equal to any capital or paid-in surplus of AFS that shall have been contributed by CRMC or its affiliates shall be set aside in cash for distribution to CRMC upon liquidation of AFS. Any other capital or surplus and any assets of AFS remaining after the foregoing provisions for liabilities and return of capital or paid-in surplus to CRMC shall be distributed to the participating investment companies in such proportions as may be determined by the Review and Advisory Committee.
12. In the event of disagreement between the Fund and AFS, or between the Fund and other participating investment companies as to any matter arising under this Agreement, which the parties to the disagreement are unable to resolve, the question shall be referred to the Review and Advisory Committee for resolution. If the Review and Advisory Committee is unable to resolve the question to the satisfaction of both parties, either party may elect to submit the question to arbitration; one arbitrator to be named by each party to the disagreement and a third arbitrator to be selected by the two arbitrators named by the original parties. The decision of a majority of the arbitrators shall be final and binding on all parties to the arbitration. The expenses of such arbitration shall be paid by the party electing to submit the question to arbitration.
13. The obligations of the Fund under this Agreement are not binding upon any of the directors, officers, employees, agents or shareholders of the Fund individually, but bind only the Fund itself. AFS agrees to look solely to the assets of the Fund for the satisfaction of any liability of the Fund in respect to this Agreement and will not seek recourse against such directors, officers, employees, agents or shareholders, or any of them or their personal assets for such satisfaction.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate original by their officers thereunto duly authorized, as of August 15, 2017.
AMERICAN FUNDS SERVICE COMPANY | EMERGING MARKETS GROWTH FUND, INC. |
By /s/ Angela M. Mitchell | By /s/ Courtney R. Taylor |
Angela M. Mitchell | Courtney R. Taylor |
Secretary | Secretary |
EXHIBIT A
to the
Shareholder Services Agreement
AFS or any third party with whom it may contract (AFS and any such third-party are collectively referred to as “Service Provider”) shall act, as necessary, as stock transfer agent, dividend disbursing agent and redemption agent for the Fund’s shares and shall provide such additional related services as the Fund’s shares may from time to time require.
1. | Record Maintenance |
The Service Provider shall maintain, and require any third parties with which it contracts to maintain with respect to the Fund’s shareholders holding the Fund’s shares in a Service Provider account (“Customers”) the following records:
a. | Number of shares; |
b. Date, price and amount of purchases and redemptions (including dividend reinvestments) and dates and amounts of dividends paid for at least the current year to date;
c. Name and address of the Customer, including zip codes and social security numbers or taxpayer identification numbers;
d. Records of distributions and dividend payments; and
e. Any transfers of shares.
2. | Shareholder Communications |
Service Provider shall:
a. Provide to a shareholder mailing agent for the purpose of delivering certain Fund-related material the names and addresses of all Customers. The Fund-related material shall consist of updated summary prospectuses and/or prospectuses and any supplements and amendments thereto, annual and other periodic reports, proxy or information statements and other appropriate shareholder communications. In the alternative, the Service Provider may distribute the Fund related material to its Customers.
b. Deliver current Fund summary prospectuses, prospectuses and statements of additional information and annual and other periodic reports upon Customer request, and, as applicable, with confirmation statements.
c. Deliver statements to Customers on no less frequently than a quarterly basis showing, among other things, the number of shares of the Fund owned by such Customer and the net asset value of shares of the Fund as of a recent date.
d. Produce and deliver to Customers confirmation statements reflecting purchases and redemptions of shares of the Fund.
e. Respond to Customer inquiries regarding, among other things, share prices, account balances, dividend amounts and dividend payment dates.
f. With respect to Class M shares and/or Class F-3 shares of the Fund purchased by Customers, provide average cost basis reporting to Customers to assist them in preparation of their income tax returns.
g. If the Service Provider accepts transactions in the Fund’s shares from any brokers or banks in an omnibus relationship, require each such broker or bank to provide such shareholder communications as set forth in 2(a) through 2(e) to its own Customers.
3. | Transactional Services |
The Service Provider shall communicate to its Customers, as to shares of the Fund, purchase, redemption and exchange orders reflecting the orders it receives from its Customers or from any brokers and banks for their Customers. The Service Provider shall also communicate to beneficial owners holding through it, and to any brokers or banks for beneficial owners holding through them, as to shares of the Fund, mergers, splits and other reorganization activities, and require any broker or bank to communicate such information to its Customers.
4. | Tax Information Returns and Reports |
The Service Provider shall prepare and file, and require to be prepared and filed by any brokers or banks as to their Customers, with the appropriate governmental agencies, such information, returns and reports as are required to be so filed for reporting: (i) dividends and other distributions made; (ii) amounts withheld on dividends and other distributions and payments under applicable
federal and state laws, rules and regulations; and (iii) gross proceeds of sales transactions as required.
5. | Fund Communications |
The Service Provider shall, upon request by the Fund, on each business day, report the number of shares on which the transfer agency fee is to be paid pursuant to this Agreement. The Service Provider shall also provide the Fund with a monthly invoice.
6. | Coordination, Oversight and Monitoring of Service Providers |
As set forth in the Administrative Services Agreement between the Fund and CIInc, CIInc or its affiliates shall coordinate, monitor and oversee the activities performed by the Service Providers with which AFS contracts. AFS shall monitor Service Providers’ provision of services including the delivery of Customer account statements and all Fund-related material, including summary prospectuses and/or prospectuses, shareholder reports, and proxies.
EMERGING MARKETS GROWTH FUND, INC.
ADMINISTRATIVE SERVICES AGREEMENT
WHEREAS, Emerging Markets Growth Fund, Inc. (the “Fund”), is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end diversified investment company that offers Class F-3 shares; and Class R-6 shares of common stock (Class F-3 shares and Class R-6 shares, collectively, the “shares”);
WHEREAS, Capital International, Inc. (the “Investment Adviser”), is a California corporation registered under the Investment Advisers Act of 1940, as amended, and is engaged in the business of providing investment advisory and related services to the Fund;
WHEREAS, the Fund wishes to have the Investment Adviser assist financial advisers and other intermediaries with their provision of service to shareholders of the Fund and to arrange for and coordinate, monitor and oversee the activities performed by the third parties with which affiliates of the Investment Adviser contract for the provision of sub-transfer agency services (the “administrative services”);
WHEREAS, the Investment Adviser is willing to perform or to cause to be performed such administrative services for the Fund’s shares on the terms and conditions set forth herein; and
WHEREAS, the Fund and the Investment Adviser wish to enter into an Administrative Services Agreement (“Agreement”) whereby the Investment Adviser would perform or cause to be performed such administrative services for the Fund’s shares;
NOW, THEREFORE, the parties agree as follows:
1. Services . During the term of this Agreement, the Investment Adviser shall perform or cause to be performed the administrative services set forth in Exhibit A hereto, as such exhibit may be amended from time to time by mutual consent of the parties.
2. Fees . In consideration of administrative services performed by the Investment Adviser for the Fund’s shares the Fund shall pay the Investment
Adviser an administrative services fee (“administrative fee”). For the Fund’s Class F-3 shares and Class R-6 shares, the administrative fee shall accrue daily and shall be calculated at the annual rate of 0.05% of the average daily net assets of those shares. The administrative fee shall be invoiced and paid within 30 days after the end of the month in which the administrative services were performed.
3. Effective Date and Termination of Agreement . This Agreement shall become effective on September 1, 2017 and unless terminated sooner it shall continue in effect until July 31, 2018. It may thereafter be continued from year to year only with the approval of a majority of those directors of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Agreement or any agreement related to it (the “Independent Directors”). This Agreement may be terminated as to the Fund as a whole or any class of shares individually at any time by vote of a majority of the Independent Directors. The Investment Adviser may terminate this agreement upon sixty (60) days’ prior written notice to the Fund.
4. Amendment . No material amendment to this Agreement shall be made unless such amendment is approved by the vote of a majority of the Independent Directors.
5. Assignment . This Agreement shall not be assignable by either party hereto and in the event of assignment shall automatically terminate forthwith. The term “assignment” shall have the meaning set forth in the 1940 Act. Notwithstanding the foregoing, the Investment Adviser is specifically authorized to contract with its affiliates for the provision of administrative services on behalf of the Fund.
6. Issuance of Series of Shares . If the Fund shall at any time issue shares in more than one series, this Agreement may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.
7. Choice of Law . This Agreement shall be construed under and shall be governed by the laws of the State of California, and the parties hereto agree that proper venue of any action with respect hereto shall be Los Angeles County, California.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate original by their officers thereunto duly authorized, as of August 15, 2017.
CAPITAL INTERNATIONAL, INC. | EMERGING MARKETS GROWTH FUND, INC. |
By: /s/ Jessica M. Zerges | By: /s/ Courtney R. Taylor |
Jessica M. Zerges | Courtney R. Taylor |
Secretary | Secretary |
EXHIBIT A
to the
Administrative Services Agreement
1. | Assisting Financial Intermediaries in their Provision of Shareholder Services |
The Investment Adviser shall assist financial advisers and other intermediaries in their provision of services to shareholders of the Fund. Such assistance shall include, but not be limited to, responding to a variety of inquiries such as cost basis information, share class conversion policies, retirement plan distribution requirements, Fund investment policies and Fund market timing policies. In addition, the Investment Adviser shall provide such intermediaries with in-depth information on current market developments and economic trends/forecasts and their effects on the Fund and detailed Fund analytics, and such other matters as may reasonably be requested by financial advisers or other intermediaries to assist them in their provision of service to shareholders of the Fund.
2. | Coordination, Oversight and Monitoring of Service Providers |
The Investment Adviser shall monitor, coordinate and oversee the activities performed by the third parties with which its affiliates contract for the provision of sub-transfer agency services. In doing so the Investment Adviser shall establish procedures to monitor the activities of such third parties. These procedures may, but need not, include monitoring: (i) telephone queue wait times; (ii) telephone abandon rates; (iii) website and voice response unit downtimes; (iv) downtime of the third party’s shareholder account recordkeeping system; (v) the accuracy and timeliness of financial and non-financial transactions; and (vi) compliance with the Fund prospectus.
[MORGAN LEWIS LETTERHEAD]
300 South Grand Avenue
Twenty-Second Floor
Los Angeles, CA 90071-3132
Michael Glazer
Partner
+1.213.680.6646
michael.glazer@morganlewis.com
August 28, 2017
Emerging Markets Growth Fund, Inc.
333 South Hope Street
Los Angeles, California 90071-1406
Ladies and Gentlemen:
We have acted as counsel to the Emerging Markets Growth Fund, Inc. (the “Fund”), a Maryland corporation registered with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), in connection with the amendment to the Fund’s Registration Statement on Form N-1A pursuant to the Securities Act of 1933, as amended (the “Securities Act”), to be filed with the SEC on or about August 31, 2017 (the “Amended Registration Statement”), with respect to the issuance of Class F-3 and Class R-6 shares of common stock, par value $0.01 per share, of the Fund (collectively, the “Shares”). You have requested that we deliver this opinion to you in connection with the filing of the Fund’s Amended Registration Statement.
In connection with the furnishing of this opinion, we have examined the following documents for the Fund:
(a) | A certificate of the State of Maryland as to the existence and good standing of the Fund (the “Certificate”); |
(b) | The Articles of Amendment and Restatement of the Fund (the “Charter”); |
(c) | A copy of the Amended and Restated By-Laws of the Fund (the “By-Laws”); |
(d) | A copy of certain resolutions duly adopted by the current Board of Directors of the Fund at a duly called meeting on March 8, 2017, at which a quorum of the members of the Board was present and acting throughout, approving the issuance of the Shares of the Fund (the “Resolutions”); |
(e) | A proof, received on August 23, 2017, of the Amended Registration Statement; and |
(f) | A certificate executed by the Secretary of the Fund, certifying as to, and attaching copies of, the Certificate, the Charter, the By-Laws, the Resolutions, and the Amended Registration Statement. |
In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, including conformed copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. We have assumed that the Amended Registration Statement as filed with the SEC will be in substantially the form of the proof referred to in paragraph (e) above. We have also assumed for the purposes of this opinion that the Certificate, the Charter, the By-Laws and the Resolutions will not have been amended, modified or withdrawn and will be in full force and effect on the date of issuance of the Shares.
This opinion is based entirely on our review of the documents listed above and such other documents as we have deemed necessary or appropriate for the purposes of this opinion and such investigation of law as we have deemed necessary or appropriate. We have made no other review or investigation of any kind whatsoever, and we have assumed, without independent inquiry, the accuracy of the information set forth in such documents.
This opinion is limited solely to the internal substantive laws of the State of Maryland, as applied by courts located in Maryland, to the extent that the same may apply to or govern the transactions referred to herein, and we express no opinion with respect to any other laws, including any state or federal securities laws. No opinion is given herein as to the choice of law or internal substantive rules of law which any tribunal may apply to such transactions. In addition, to the extent that the Certificate, the Charter, or the By-Laws refer to, incorporate or require compliance with the 1940 Act, or any other law or regulation applicable to the Fund, except for the internal substantive laws of the State of Maryland, as aforesaid, we have assumed compliance by the Fund with the 1940 Act and such other laws and regulations.
We understand that all of the foregoing assumptions and limitations are acceptable to you.
Based upon and subject to the foregoing, it is our opinion that the Shares of the Fund, when issued and sold in accordance with the Fund’s Charter and By-Laws, and for the consideration described in its Amended Registration Statement, will be validly issued, fully paid, and nonassessable by the Fund under the laws of the State of Maryland.
This opinion is given as of the date hereof and we assume no obligation to update this opinion to reflect any changes in law or any other facts or circumstances which may hereafter come to our attention. We hereby consent to the filing of this opinion as an exhibit to the Amended Registration Statement. In rendering this opinion and giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the SEC thereunder.
Very truly yours,
|
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 August 21, 2017, relating to the financial statements and financial highlights of Emerging Markets Growth Fund, Inc., which appear in such Registration Statement. We also consent to the references to us under the headings "Financial highlights" and "Independent registered public accounting firm" in such Registration Statement.
PricewaterhouseCoopers LLP
Los Angeles, California
August 28, 2017
EMERGING MARKETS GROWTH FUND, INC.
MULTIPLE CLASS PLAN
WHEREAS, EMERGING MARKETS GROWTH FUND, INC. (the “Fund”), a Maryland corporation, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company that offers shares of common stock;
WHEREAS, American Funds Distributors, Inc. (the “Distributor”) serves as the principal underwriter for the Fund;
WHEREAS, the Fund has entered into an Administrative Services Agreement with Capital International, Inc. under which the Fund may bear certain administrative expenses for certain classes of shares;
WHEREAS, the Fund has entered into a Shareholder Services Agreement with American Funds Service Company under which the Fund may bear certain transfer agency expenses for its shares;
WHEREAS, the Fund is authorized to issue the following classes of shares of common stock: Class M shares; Class F-3 shares; as well as Class R-6 shares;
WHEREAS, Rule 18f-3 under the 1940 Act permits open-end management investment companies to issue multiple classes of voting shares representing interests in the same portfolio if, among other things, an investment company adopts a written Multiple Class Plan setting forth the separate arrangement and expense allocation of each class and any related conversion features or exchange privileges; and
WHEREAS, the Board of Directors of the Fund has determined, that it is in the best interest of each class of shares of the Fund individually, and the Fund as a whole, to adopt this Multiple Class Plan (the “Plan”) effective September 1, 2017;
NOW THEREFORE, the Fund adopts the Plan as follows:
1. Each class of shares will represent interests in the same portfolio of investments of the Fund, and be identical in all respects to each other class, except as set forth below. The differences among the various classes of shares of the Fund
will relate to: (i) service and other charges and expenses as provided for in paragraph 3 of this Plan; (ii) the exclusive right of each class of shares to vote on matters submitted to shareholders that relate solely to that class or the separate voting right of each class on matters for which the interests of one class differ from the interests of another class; and (iii) such differences relating to (a) eligible investors, (b) the designation of each class of shares, and (c) exchange privileges each as may be set forth in the Fund’s prospectus and statement of additional information (“SAI”), as the same may be amended or supplemented from time to time.
2. (a) Certain expenses may be attributable to the Fund, but not a particular class of shares thereof. All such expenses will be borne by each class on the basis of the relative aggregate net assets of the classes. Notwithstanding the foregoing, the Distributor, the investment adviser or other provider of services to the Fund may waive or reimburse the expenses of a specific class or classes to the extent permitted by Rule 18f-3 under the 1940 Act and any other applicable law.
(b) A class of shares may be permitted to bear expenses that are directly attributable to that class, including: (i) any distribution service fees associated with any rule 12b-1 Plan for a particular class and any other costs relating to implementing or amending such rule 12b-1 Plan; (ii) any administrative service fees attributable to such class; and (iii) any transfer agency, sub-transfer agency and shareholder servicing fees attributable to such class.
(c) Any additional incremental expenses not specifically identified above that are subsequently identified and determined to be applied properly to one class of shares of the Fund shall be so applied upon approval by votes of the majority of both (i) the Board of Directors of the Fund; and (ii) those directors of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) (“Independent Directors”).
3. Consistent with the general provisions of section 2(b), above, each class of shares of the Fund shall differ in the amount of, and the manner in which costs are borne by shareholders as follows:
(a) Class M shares
(i) | Class M shares shall be sold at net asset value without a front-end sales charge, as set forth in the Fund’s prospectus and SAI. |
(ii) | Class M shares shall be subject to a transfer agent fee (including sub-transfer agent fees) according to the Shareholder Services Agreement between the Fund and its transfer agent. |
(b) | Class F-3 shares |
(i) | Class F-3 shares shall be sold at net asset value without a front-end sales charge, as set forth in the Fund’s prospectus and SAI. |
(ii) | Class F-3 shares shall be subject to a transfer agent fee, but are not subject to sub-transfer agent fees. Class F-3 shares will pay only those transfer agent fees and third party pass-through fees (e.g., DST Systems, Inc. (DST) and National Securities Clearing Corporation (NSCC) fees) that are directly attributed to accounts of and activities generated by Class F-3 shares. |
(iii) | Class F-3 shares shall be subject to an administrative services fee of 0.05% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement. |
(c) | Class R-6 shares |
(i) | Class R-6 shares shall be sold at net asset value without a front-end sales charge, as set forth in the Fund’s prospectus and SAI. |
(ii) | Class R-6 shares shall be subject to an administrative services fee of 0.05% of average daily net assets as set forth in the Fund’s prospectus, SAI, and Administrative Services Agreement. |
All other rights and privileges of Fund shareholders are identical regardless of which class of shares is held.
4. This Plan shall not take effect until it has been approved by votes of the majority of both (i) the Board of Directors of the Fund and (ii) the Independent Directors.
5. This Plan shall become effective with respect to any class of shares of the Fund, other than Class M shares, Class F-3 shares, or Class R-6 shares, upon the commencement of the initial public offering thereof (provided that the Plan has previously been approved with respect to such additional class by votes of the majority of both (i) the Board of Directors of the Fund; and (ii) Independent Directors prior to the offering of such additional class of shares), and shall continue in effect with respect to such additional class or classes until terminated in accordance with paragraph 7. An addendum setting forth such specific and different terms of such additional class or classes shall be attached to and made part of this Plan.
6. No material amendment to the Plan shall be effective unless it is approved by the votes of the majority of both (i) the Board of Directors of the Fund and (ii) Independent Directors.
7. This Plan may be terminated at any time with respect to the Fund as a whole or any class of shares individually, by the votes of the majority of both (i) the Board of Directors of the Fund and (ii) Independent Directors. This Plan may remain in effect with respect to a particular class or classes of shares of the Fund even if it has been terminated in accordance with this paragraph with respect to any other class of shares.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officer(s) thereunto duly authorized, as of August 15, 2017.
EMERGING MARKETS GROWTH FUND, INC. |
By: /s/ Courtney R. Taylor |
Courtney R. Taylor |
Secretary |
[logo - The Capital Group]
Code of Ethics
May 2017
The following is the Code of Ethics for Capital Group, which includes Capital Research and Management Company (CRMC), the investment advis e r to 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.
Guidelines
Capital Group associates 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 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.
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.
Capital Group regularly creates, collects and maintains valuable proprietary information, which is essential to our business operations and the performance of services for our clients. This information derives its value, in part, from not being generally known outside of Capital (hereinafter “Confidential Information”). It includes confidential electronic information in any medium, hard-copy information, and information shared orally or visually (such as by telephone or video conference). The confidentiality, integrity and limited availability of such information is regarded as fundamental to the successful business operations of Capital Group. The purpose of this Confidential Information Policy is to protect our information from disclosure – intentional or inadvertent – and to ensure that associates understand their obligation to protect and maintain its confidentiality.
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/spouse equivalent 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/spouse equivalent and any immediate family member residing in the same household.
Ban on Initial Public Offerings (IPOs)
All 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 service as a director or advisory board member
Associates must obtain approval from the Code of Ethics Team prior to serving on the board of directors or as an advisory board member 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.
Associates and any family members residing in the same household must disclose service as a board director or as an advisory board member of any public or private company to the Code of Ethics Team.
Senior officer positions
Associates and family members residing in the same household must disclose senior officer positions, such as CEO, CFO, Treasurer, etc. of any private or public company.
Material business ownership interest and affiliations
Material business ownership interests may give rise to potential conflicts of interest. Associates and family members residing in the same household are required to disclose ownership of 5% or more of the outstanding shares of public or private companies that do, or potentially may do, business with Capital or American Funds.
Family members employed by a financial institution
Associates must disclose family members, including extended family members such as in-laws, cousins, aunts and uncles, who are employed by a financial institution, such as a bank, brokerage firm, credit union, money management firm, etc. Family members with whom the associate rarely speaks or sees does not need to be disclosed. This disclosure is not limited to those family members residing in the same household.
Requests for approval or 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 of Ethics 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 CB&T, CGTC, CIInc, CRC, 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 involve a government official or 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, or Capital’s interactions with government officials. 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 Code of Ethics Team. Trading department associates are prohibited from accepting entertainment, regardless of value. |
Gifts or entertainment extended to a private-sector person by a Capital associate and approved by the associate’s manager for reimbursement by Capital do not need to be reported (or precleared). Trading department associates should report gifts and entertainment extended regardless of reimbursement. Note: Separate policies regarding extending business gifts or entertainment apply to AFD and CGIIS associates. Dollar amounts in this document refer to US dollars.
Capital Group is registered as a federal lobbyist and special rules apply to gifts and entertainment involving government officials and employees as a result. Associates must receive approval from Capital’s Code of Ethics Team prior to either: (1) hosting a federal government official or employee at a Capital facility if anything of value ( e.g . food, tangible item) will be presented to that individual; or (2) providing anything of value to a federal government official or employee if Capital will pay or reimburse for the related cost.
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 $50 and business entertainment in which an event exceeds $75 (although it is recommended that associates report all gifts and entertainment). Trading department associates should notify the Code of Ethics Team when gifts are received and report such gifts quarterly, whether the gift is received by an individual associate or by a department. In addition, trading associates should report gifts and entertainment extended regardless of reimbursement.
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 Code of Ethics Team.
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 are encouraged to contact the Code of Ethics Team with any questions about this policy.
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 an elected official, 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 (SEC) regulations limit political
contributions to certain Covered Government Officials by certain 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 associates are deemed “Restricted Associates” under this Policy. Restricted Associates include (1) “covered associates” as defined in the SEC’s rule relating to political contributions by investment advisers (Rule 206(4)-5 under the Investment Advisors Act of 1940) and (2) other associates who do not meet that definition but whom Capital has determined should be subject to the restrictions on political contributions contained in the Policy based on their roles and responsibilities at Capital. Contributions by Restricted Associates and their spouse/spouse equivalent 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:
Restricted Associates must also preclear U.S. political contributions by their spouse/spouse equivalent to any of the foregoing, as well as contributions to any state, local or federal political party or political party committee, if the aggregate contributions by the Restricted Associate and spouse/spouse equivalent to any one candidate or political entity exceed $50,000 in a calendar year.
Certain documentation is required for contributions to Covered Governmental Officials, PACs or Super PACs, and may be required for contributions to other entities that engage in political activity. See “Required documentation” below for further details. To preclear a contribution, please contact the Code of Ethics Team.
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, and 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 Code of Ethics Team 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
Restricted Associates must obtain additional documentation from an independent legal authority before they will be approved to contribute to Covered Government Officials. The purpose of the legal documentation is to verify that a specific state or local office does not have the ability to directly or indirectly influence the awarding of business to an investment manager. For contributions to PACs, Super PACs, or other entities that engage in political activities, Restricted Associates may be required to obtain a certification that the entity does not contribute to Covered Government Officials. The Code of Ethics Team will provide language for the documentation when you preclear the contribution.
If a candidate currently holds a state/local office and is running for a different state/local office, legal documentation must be obtained for both the current position and the office for which the candidate is running. Exceptions to the documentation requirements may be granted on a case-by-case basis.
Special political contribution requirements – CollegeAmerica
Certain associates involved with “CollegeAmerica,” the American Funds 529 college savings plan sponsored by the Commonwealth of Virginia, are subject to additional restrictions which prohibit them from contributing to Virginia political candidates or parties.
Administration of the Political Contributions Policy
The U.S. Public Policy Coordinating Group oversees the administration of this Policy, including considering and granting possible exceptions. Questions regarding the Political Contributions Policy may be directed to the Code of Ethics Team.
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.
The 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.
Personal investing should be viewed as a privilege, not a right. As such, the Personal Investing Committee may place limitations on the number of preclearance requests and/or transactions associates make.
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/spouse equivalent 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 managers, investment counselors, investment analysts and research associates, investment group administrative assistants, portfolio specialists, investment specialists, trading associates, and global investment control and fixed income control associates, including assistants. See “Additional policies for Investment Professionals” below for more details.
Questions regarding coverage status should be directed to the Code of Ethics Team.
Prohibited transactions
The following transactions are prohibited:
· | Initial Public Offering (IPO) investments (this prohibition applies to all Capital associates) |
Note: 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. Quarterly and annual certifications of accounts, holdings and transactions must also be submitted. An electronic reporting platform is available for these disclosures.
Covered Associates must disclose any account over which the Covered Associate exercises investment discretion or control (for example, trusts and custodianships for which the Covered Associate is trustee or custodian), if the account holds securities. Covered Associates must also disclose discretionary (professionally managed) accounts.
Covered Associates should immediately notify the Code of Ethics Team when opening new securities accounts; associates may also disclose accounts by logging into Protegent PTA and entering the account information directly.
Newly hired U.S.-based associates and associates transferring into a position designated as “covered” are required to maintain their brokerage accounts with electronic reporting firms. This requirement includes immediate family members living in the same household. There are some exceptions to this requirement which include discretionary accounts, employer-sponsored retirement accounts, and employee stock purchase plans.
Duplicate statements and trade confirmations (or equivalent documentation) are required for accounts holding securities subject to preclearance and/or reporting. This requirement includes employer-sponsored retirement accounts and employee stock purchase plans (ESPP, ESOP, 401(k)). Documentation allowing the acquisition of shares via an employer-sponsored plan may be required.
Preclearance procedures
Certain transactions may be exempt from preclearance; please refer to the Personal Investing Policy for more details.
Before buying or selling securities subject to preclearance, including securities that are not publicly traded, Covered Associates must receive approval from the Code of Ethics Team first. Please refer to the Personal Investing Policy for more details on preclearable securities.
Submitting preclearance requests
To submit a preclear request, log into Protegent PTA. Covered Associates should then click on the Preclear button on the Dashboard and enter the request details.
For assistance or questions, please contact the Code of Ethics Team.
Preclearance requests will be handled during the hours the New York Stock Exchange (NYSE) is open, generally 6:30am to 1:00pm Pacific Time. A response to requests will generally be sent within one business day.
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 trading policies (see “Additional policies for Investment Professionals” below). Preclearance requests by Investment Professionals are subject to special review.
Preclearance will generally not be approved for analysts’ transactions involving securities held in their professional portfolio(s) or if the issuer of such securities falls within their industry research responsibilities or a related industry.
Unless a different period is specified, clearance is good until the close of the NYSE on the day of the request. Associates from offices outside the U.S. and/or associates trading on non-U.S. exchanges are usually granted enough time to complete their transaction during the next available trading day.
If the precleared trade has not been executed within the cleared timeframe, preclearance must be requested again. For this reason, the following are strongly discouraged:
· | Limit orders (for example, stop loss and good-till-canceled orders) |
· | Margin accounts |
Private investments or other limited offerings
Participation in private investments or other limited offerings are subject to special review. The following types of private investments must be precleared:
· | Hedge funds |
· | Investments in private companies |
· | Private equity funds |
· | Private funds |
· | Private placements |
· | Venture capital funds |
In addition, opportunities to acquire a stock that is "limited" (that is, a broker-dealer is only given a certain number of shares to sell and is offering the opportunity to buy) may be subject to the Gifts and Entertainment Policy.
Preclearance procedures for private investments
Preclear private investments by contacting the Code of Ethics Team. Covered Associates will be asked to fill out the Private Investment Preclear Form (link to document below), which should be sent to preclear@capgroup.com for review.
To make a subsequent investment, or increase a previously approved investment, a new Private Investment Preclear Form must be submitted and approval received before making the subsequent or increased investment.
Private Investment Preclear Form
Additional policies for Investment Professionals
Disclosure of personal and professional holdings (cross-holdings)
Portfolio 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 responsibilities or could be eligible for recommendation by the analyst professionally in the future in light of current research responsibilities. This disclosure must be made to the Code of Ethics Team, and may be reviewed by various Capital committees.
If disclosure has not already been made to the Code of Ethics Team, 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 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 the period
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.
If a fund or client account transaction takes place in the seven calendar days following a transaction executed 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.
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 applies to securities subject to preclearance and the investment vehicles listed below. 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.
This ban applies to the following investment vehicles based on indices listed on certain broad-based indices:
· | ETFs |
· | ETF options and futures |
· | Index futures |
Exchange-traded funds (ETFs)
Investment Professionals must preclear ETFs (including UCITS, SICAVs, OEICs, FCPs, Unit Trusts and Publikumsfonds) except those based on certain broad-based indices. Investment Professionals are prohibited from investing in short ETFs based on certain broad-based indices.
Although Investment Professionals may invest in ETFs based on certain broad-based indices without preclearance, the ban on short-term trading still applies.
Penalties for violating the Personal Investing Policy
Covered Associates may be subject to penalties for violating the Personal Investing Policy, such as restrictions on personal trading. Violations to the Policy include failing to preclear or report securities transactions, failing to report securities accounts or submit statements, and failing to submit timely initial, quarterly and annual certification forms.
Failure to adhere to the Personal Investing Policy may include penalties such as restrictions on personal trading and other disciplinary action, up to and 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 Code of Ethics Team.
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Questions regarding the Code of Ethics may be directed to the Code of Ethics Team .
The following is representative of the Code of Ethics in effect for Emerging Markets Growth Fund, Inc.
CODE OF ETHICS
With respect to non-affiliated Directors and all other access persons to the extent that they are not covered by the Capital Group policy:
1. | No Director shall so use his or her position or the knowledge gained therefrom as to create a conflict between his or her personal interest and that of the Corporation. No Director shall seek or accept gifts, favors, preferential treatment, or valuable consideration of any kind offered because of his or her association with the Corporation. |
2. | No Director shall engage in excessive trading of shares of the Corporation or any other affiliated fund to take advantage of short-term market movements. |
3. | Each non-affiliated Director shall report to the Secretary of the Corporation not later than thirty (30) days after the end of each calendar quarter any transaction in securities which such Director has effected during the quarter which the Director then knows to have been effected within fifteen (15) days before or after a date on which the Corporation purchased or sold, or considered the purchase or sale of, the same security. |
4. | 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 reimbursement programs and transactions over which the Director exercises no control. |
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The Corporation has adopted the following standards (the “Covered Officers Code of Ethics”) in accordance with the rules and regulations adopted by the Securities and Exchange Commission (the “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 the Corporation files with, or submits to, the Commission and in other public communications made by the Corporation; 3) compliance with applicable governmental laws, rules and regulations; 4) the prompt internal reporting of violations of the Covered Officers Code of Ethics to an appropriate person or persons identified in such code; and 5) accountability for adherence to such code. These provisions shall apply to the Corporation’s principal executive officer and treasurer (each a “Covered Officer” and, collectively, the “Covered Officers”).
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 ensure 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 Corporation, 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; |
· | 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 Corporation; |
3. | Each Covered Officer should act to promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Corporation files with or submits to, the Commission and in other public communications made by the Corporation. |
· | Covered Officers should familiarize themselves with disclosure requirements applicable to the Corporation and disclosure controls and procedures in place to meet these requirements. |
· | Covered Officers must not knowingly misrepresent, or cause others to misrepresent facts about the Corporation to others, including the Corporation’s auditors, independent directors, governmental regulators and self-regulatory organizations. |
4. | Any existing or potential violations of the Covered Officers 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 Corporation. The Chairman of the Audit Committee may report violations of the Covered Officers Code of Ethics to the Board of Directors of the Corporation 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 the Covered Officers Code of Ethics, including removal from office, provided that removal from office shall only be carried out with the approval of the Board of Directors.
5. | Application of the Covered Officers Code of Ethics is the responsibility of the Personal Investing Committee, which shall report periodically to the Chairman of the Corporation’s Audit Committee. |
6. | Material amendments to these provisions must be ratified by a majority vote of the Board of Directors. As required by applicable rules, substantive amendments to the Covered Officers Code of Ethics must be appropriately disclosed. |
7. | The Covered Officers Code of Ethics shall be the sole code of ethics adopted by the Corporation for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder. |
8. | All reports and records prepared or maintained pursuant to the Covered Officers Code of Ethics will be considered confidential and shall be maintained and protected accordingly. |