Securities Act File No. 002-11051
Investment Company Act File No. 811-00604
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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[X]
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Pre-Effective Amendment No.
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Post-Effective Amendment No. 120
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[X]
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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[X]
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Amendment No. 48
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[X
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(Check appropriate box or boxes)
Washington Mutual Investors Fund
(Exact Name of Registrant as Specified in Charter)
1101 Vermont Avenue, N.W.
Washington, D.C. 20005
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code: (202) 842-5665
Jeffrey L. Steele
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Copies to:
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Washington Management Corporation
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Robert W. Helm, Esq.
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1101 Vermont Avenue, N.W.
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Dechert LLP
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Washington, D.C. 20005
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1775 I Street, N.W.
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(Name and Address of Agent for Service)
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Washington, D.C. 20006
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(Counsel for the Registrant)
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[Missing Graphic Reference]
It is proposed that this filing will become effective (check appropriate box):
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immediately upon filing pursuant to paragraph (b)
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[X]
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on July 1, 2010 pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of Rule 485
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If appropriate, check the following box:
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this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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Pursuant to Rule 414 under the Securities Act of 1933, Washington Mutual Investors Fund, a Delaware statutory trust, as successor to Washington Mutual Investors Fund, Inc., a Maryland corporation, is filing this amendment to the registration statement of Washington Mutual Investors Fund, Inc., and expressly adopts the registration statement of Washington Mutual Investors Fund, Inc. as its own for all purposes of the Securities Act of 1933, as amended and the Investment Company Act of 1940, as amended.
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Washington Mutual
Investors Fund
SM
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Class
A
B
C
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Ticker
AWSHX
WSHBX
WSHCX
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F-1
F-2
529-A
529-B
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WSHFX
WMFFX
CWMAX
CWMBX
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529-C
529-E
529-F-1
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CWMCX
CWMEX
CWMFX
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Prospectus
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July 1, 2010
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Table of contents
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Fees and expenses of the fund 1
Principal investment strategies 3
Principal risks 3
Management 6
Purchase and sale of fund shares 7
Tax information 7
Payments to broker-dealers and other financial intermediaries 7
Investment objective, strategies and risks 8
Additional investment results 10
Management and organization 12
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Shareholder information 16
Choosing a share class 17
Purchase, exchange and sale of shares 21
Sales charges 26
Sales charge reductions and waivers 30
Rollovers from retirement plans to IRAs 34
Other compensation to dealers 36
Distributions and taxes 39
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The Securities and Exchange Commission has not approved or disapproved of these securities. Further, it has not determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
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[This page is intentionally left blank for this filing.]
The fund’s investment objective is to produce income and to provide an opportunity for growth of principal consistent with sound common stock investing.
F
ees and expenses of the fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $25,000 in American Funds. More information about these and other discounts is available from your financial professional and in the “Sales charge reductions and waivers” section on page 30 of the prospectus and on page 62 of the fund’s statement of additional information.
Shareholder fees
(fees paid directly from your investment)
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Share classes
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A and
529-A
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B and
529-B
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C and
529-C
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529-E
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F-1, F-2
and
529-F-1
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Maximum sales charge (load) imposed on purchases (as a percentage of offering price)
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5.75%
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none
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none
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none
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none
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Maximum deferred sales charge (load)
(as a percentage of the amount redeemed)
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none
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5.00%
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1.00%
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none
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none
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Maximum sales charge (load) imposed on reinvested dividends
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none
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none
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none
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none
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none
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Redemption or exchange fees
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none
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none
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none
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none
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none
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Maximum annual account fee
(529 share classes only)
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$10
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$10
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$10
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$10
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$10
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Annual fund operating expenses
(expenses that you pay each year as a percentage of the
value of your investment)
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Share classes
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A
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B
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C
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F-1
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F-2
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Management fees
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0.29%
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0.29%
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0.29%
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0.29%
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0.29%
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Distribution and/or service (12b-1) fees
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0.23
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1.00
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1.00
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0.24
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none
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Other expenses
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0.18
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0.17
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0.21
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0.18
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0.17
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Total annual fund operating expenses
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0.70
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1.46
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1.50
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0.71
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0.46
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529-A
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529-B
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529-C
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529-E
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529-F-1
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Management fees
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0.29%
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0.29%
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0.29%
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0.29%
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0.29%
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Distribution and/or service (12b-1) fees
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0.22
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1.00
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0.99
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0.50
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0.00
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Other expenses
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0.25
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0.27
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0.27
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0.26
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0.26
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Total annual fund operating expenses
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0.76
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1.56
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1.55
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1.05
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0.55
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Example
This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Share classes
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1 year
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3 years
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5 years
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10 years
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A
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$642
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$786
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$ 942
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$1,395
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B
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649
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862
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997
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1,540
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C
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253
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474
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818
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1,791
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F-1
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73
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227
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395
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883
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F-2
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47
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148
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258
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579
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529-A
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668
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843
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1,032
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1,568
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529-B
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678
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931
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1,107
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1,742
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529-C
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277
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528
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902
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1,945
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529-E
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127
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373
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637
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1,385
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529-F-1
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76
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216
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366
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795
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For the share classes listed below, you would pay the following if you did not redeem your shares:
Share classes
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1 year
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3 years
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5 years
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10 years
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B
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$149
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$462
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$797
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$1,540
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C
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153
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474
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818
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1,791
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529-B
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178
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531
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907
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1,742
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529-C
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177
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528
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902
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1,945
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Portfolio turnover
The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 22% of the average value of its portfolio.
Principal investment strategies
The fund invests primarily in common stocks of established companies that are listed on, or meet the financial listing requirements of, the New York Stock Exchange and have a strong record of earnings and dividends. The fund strives to accomplish its objective through fundamental research, careful selection and broad diversification. In the selection of common stocks and other securities for investment, current and potential yield as well as the potential for long-term capital appreciation are considered. The fund seeks to provide an above-average yield in its quarterly income distribution in relation to Standard & Poor’s 500 Composite Index (a broad, unmanaged index). The fund strives to maintain a fully invested, diversified portfolio, consisting primarily of high-quality common stocks.
The fund has Investment Standards originally based upon criteria established by the United States District Court for the District of Columbia for determining eligibility under the Court's Legal List procedure, which was in effect for many years. The fund has an "Eligible List" — based on the Investment Standards and approved by the fund’s board of trustees — of investments considered appropriate for a prudent investor seeking opportunities for income and growth of principal consistent with common stock investing. The investment adviser is required to select the fund's investments exclusively from the Eligible List. The investment adviser monitors the Eligible List and makes recommendations to the board of trustees regarding changes necessary for continued compliance with the fund’s Investment Standards.
The investment adviser uses a system of multiple portfolio counselors in managing the fund’s assets. Under this approach, the portfolio of the fund is divided into segments managed by individual counselors who decide how their respective segments will be invested.
The fund relies on the professional judgment of its investment adviser to make decisions about the fund’s portfolio investments. The basic investment philosophy of the investment adviser is to seek to invest in attractively valued companies that, in its opinion, represent good, long-term investment opportunities. The investment adviser believes that an important way to accomplish this is through fundamental analysis, which may include meeting with company executives and employees, suppliers, customers and competitors. Securities may be sold when the investment adviser believes that they no longer represent relatively attractive investment opportunities.
Principal risks
You may lose money by investing in the fund. The likelihood of loss may be greater if you invest for a shorter period of time.
Investors in the fund should have a long-term perspective and be able to tolerate potentially sharp declines in value.
Market risks
— The prices of, and the income generated by, the common stocks and other securities held by the fund may decline in response to certain events taking place around the world, including those directly involving the issuers whose securities are owned by the fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate and commodity price fluctuations.
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.
Investment results
The bar chart below shows how the fund’s investment results have varied from year to year, and the table on page 5 shows how the fund’s average annual total returns for various periods compare with different broad measures of market results. Lipper Growth & Income Funds Index includes the fund and other mutual funds that disclose investment objectives that are reasonably comparable to those of the fund. This information provides some indication of the risks of investing in the fund. Past results (before and after taxes) are not predictive of future results. Updated information on the fund’s results can be obtained by visiting americanfunds.com.
Highest/Lowest quarterly results during this time period were:
Highest
15.94% (quarter ended June 30, 2003)
Lowest
–20.22% (quarter ended December 31, 2008)
The fund’s total return for the three months ended March 31, 2010, was 3.94%.
Average annual total returns
For the periods ended December 31, 2009 (with maximum sales charge):
Share class
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Inception date
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1 year
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5 years
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10 years
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Lifetime
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A
– Before taxes
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7/31/1952
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12.12%
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–0.95%
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2.20%
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11.62%
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– After taxes on distributions
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11.57
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–1.64
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1.31
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N/A
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– After taxes on distributions and sale of fund shares
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8.45
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–0.76
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1.67
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N/A
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Share classes
(before taxes)
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Inception date
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1 year
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5 years
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Lifetime
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B
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3/15/2000
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13.11%
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–0.86%
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3.15%
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C
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3/15/2001
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17.07
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–0.58
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1.53
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F-1
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3/15/2001
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18.98
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0.20
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2.33
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F-2
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8/5/2008
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19.28
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N/A
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–7.55
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529-A
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2/15/2002
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12.13
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–1.03
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1.66
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529-B
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2/19/2002
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12.98
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–0.99
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1.79
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529-C
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2/15/2002
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17.01
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–0.64
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1.58
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529-E
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3/1/2002
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18.58
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–0.14
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1.70
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529-F-1
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9/16/2002
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19.18
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0.34
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4.64
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Indexes
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1 year
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5 years
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10 years
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Lifetime
(from Class A inception)
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S&P 500
(reflects no deductions for fees, expenses or taxes)
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26.47%
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0.42%
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–0.95%
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10.43%
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Lipper Growth & Income Funds Index
(reflects no deductions for fees or taxes)
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29.10
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0.75
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1.20
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N/A
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Class A annualized 30-day yield at April 30, 2010: 2.40%
(For current yield information, please call American FundsLine
®
at 800/325-3590.)
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After-tax returns are shown only for Class A shares; after-tax returns for other share classes will vary. After-tax returns are calculated using the highest individual federal income tax rates in effect during each year of the periods shown and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation and likely will differ from the results shown above. In addition, after-tax returns are not relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, individual retirement account (IRA) or 529 college savings plan.
Management
Investment adviser
Capital Research and Management Company
Portfolio counselors
The individuals primarily responsible for the portfolio management of the fund are:
Portfolio counselor/
Fund title
(if applicable)
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Portfolio counselor
experience
in this fund
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Primary title
with investment adviser
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Alan N. Berro
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13 years
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Senior Vice President -
Capital World Investors
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James K. Dunton
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32 years
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Senior Vice President -
Capital Research Global Investors
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Gregory D. Johnson
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9 years
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Senior Vice President -
Capital World Investors
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Jeffrey T. Lager
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6 years
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Senior Vice President -
Capital World Investors
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Robert G. O’Donnell
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18 years
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Senior Vice President -
Capital World Investors
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James F. Rothenberg
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11 years
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Chairman of the Board,
Capital Research and Management Company
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Ronald B. Morrow
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5 years
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Senior Vice President -
Capital World Investors
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Eugene P. Stein
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2 years
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Senior Vice President -
Capital World Investors
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Purchase and sale of fund shares
Purchase minimums
(for all share classes)
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To establish an account
(including retirement plan and 529 accounts)
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$250
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For a payroll deduction retirement plan account, payroll deduction
savings plan account or employer-sponsored 529 account
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25
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To add to an account
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50
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For a payroll deduction retirement plan account, payroll deduction
savings plan account or employer-sponsored 529 account
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25
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You may sell (redeem) shares through your dealer or financial adviser or by writing to American Funds Service Company at P.O. Box 6007, Indianapolis, Indiana 46206-6007; telephoning American Funds Service Company at 800/421-0180; faxing American Funds Service Company at 317/735-6636; or accessing our website at americanfunds.com.
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 or your account is tax-exempt or tax-deferred.
Payments to broker-dealers and other financial intermediaries
If you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and the fund’s distributor or its affiliates may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.
Investment objective, strategies and risks
The fund’s investment objective is to produce income and to provide an opportunity for growth of principal consistent with sound common stock investing.
The fund strives to accomplish its objective through fundamental research, careful selection and broad diversification. In the selection of common stocks and other securities for investment, current and potential yield as well as the potential for long-term capital appreciation are considered. The fund seeks to provide an above-average yield in its quarterly income distribution in relation to Standard & Poor’s 500 Composite Index (a broad, unmanaged index). The fund strives to maintain a fully invested, diversified portfolio, consisting primarily of high-quality common stocks.
The fund has Investment Standards originally based upon criteria established by the United States District Court for the District of Columbia for determining eligibility under the Court's Legal List procedure, which was in effect for many years. The fund has an "Eligible List" — based on the Investment Standards and approved by the fund’s board of trustees — of investments considered appropriate for a prudent investor seeking opportunities for income and growth of principal consistent with common stock investing. The investment adviser is required to select the fund's investments exclusively from the Eligible List. The investment adviser monitors the Eligible List and makes recommendations to the board of trustees regarding changes necessary for continued compliance with the fund’s Investment Standards.
The fund is designed to provide fiduciaries, organizations, institutions and individuals with a convenient and prudent medium of investment in common stocks and securities convertible into common stocks, such as convertible bonds and debentures and convertible preferred stocks, that meet the fund’s criteria for investing. It is especially designed to serve those individuals who are charged with the responsibility of investing retirement plan trusts, other fiduciary-type reserves or family funds but who are reluctant to undertake the selection and supervision of individual stocks.
Investors in the fund should have a long-term perspective and be able to tolerate potentially sharp declines in value.
The prices of, and the income generated by, the common stocks and other securities held by the fund may decline in response to certain events taking place around the world, including those directly involving the issuers whose securities are owned by the fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate and commodity price fluctuations.
Although the fund’s policy is to maintain at all times a fully invested and widely diversified portfolio of securities, the fund may hold, to a limited extent, short-term U.S. government securities, other money market instruments, cash and cash equivalents.
The fund’s investment results will depend on the ability of the fund’s investment adviser to navigate the risks discussed above.
In addition to the principal investment strategies described above, the fund has other non-principal investment practices that are described in the statement of additional information. You should consider how this fund fits into your overall investment program.
Additional investment results
Unlike the table on page 5, the table below reflects the fund’s results calculated without sales charges.
Average annual total returns
For the periods ended December 31, 2009 (without sales charge):
Share class
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Inception date
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1 year
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5 years
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10 years
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Lifetime
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A
– Before taxes
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7/31/1952
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18.99%
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0.23%
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2.81%
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11.74%
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– After taxes on distributions
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18.39
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–0.46
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1.91
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N/A
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– After taxes on distributions and sale of fund shares
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12.94
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0.25
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2.19
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N/A
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Share classes
(before taxes)
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Inception date
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1 year
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5 years
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Lifetime
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B
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3/15/2000
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18.11%
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–0.53%
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3.15%
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C
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3/15/2001
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18.07
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–0.58
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1.53
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F-1
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3/15/2001
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18.98
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0.20
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2.33
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F-2
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8/5/2008
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19.28
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N/A
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–7.55
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529-A
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2/15/2002
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18.95
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0.15
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2.42
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529-B
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2/19/2002
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17.98
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–0.66
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1.79
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529-C
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2/15/2002
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18.01
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–0.64
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1.58
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529-E
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3/1/2002
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18.58
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–0.14
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1.70
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529-F-1
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9/16/2002
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19.18
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0.34
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4.64
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Indexes
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1 year
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5 years
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10 years
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Lifetime
(from Class A
inception)
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S&P 500
(reflects no deductions for fees, expenses or taxes)
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26.47%
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0.42%
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–0.95%
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10.43%
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Lipper Growth & Income Funds Index
(reflects no deductions for fees or taxes)
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29.10
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0.75
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1.20
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N/A
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Class A distribution rate at December 31, 2009: 2.86%
*
(For current distribution rate information, please call American FundsLine at 800/325-3590.)
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*
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The distribution rate is based on actual dividends paid to Class A shareholders over a 12-month period. Capital gain distributions, if any, are added back to net asset value to determine the rate.
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The investment results tables on the previous page and on page 5 show how the fund’s average annual total returns compare with various broad measures of market results. Standard & Poor’s 500 Composite Index is a market capitalization-weighted index based on the average weighted results of 500 widely held common stocks. This index is unmanaged and its results include reinvested dividends and/or distributions, but do not reflect the effect of sales charges, commissions, expenses or taxes. Lipper Growth & Income Funds Index is an equally weighted index of funds that combine a growth-of-earnings orientation and an income requirement for level and/or rising dividends. The results of the underlying funds in the index include the reinvestment of dividends and capital gain distributions, as well as brokerage commissions paid by the funds for portfolio transactions and other fund expenses, but do not reflect the effect of sales charges or taxes. This index was not in existence as of the date the fund's Class A shares became available; therefore, lifetime results are not shown.
All fund results reflected in the “Investment results” section of this prospectus and this “Additional investment results” section reflect the reinvestment of dividends and capital gain distributions, if any. Unless otherwise noted, fund results reflect any fee waivers and/or expense reimbursements in effect during the period presented.
Management and organization
Business manager
Washington Management Corporation or its predecessors, since the fund’s inception, has provided the services necessary to carry on the fund’s general administrative and corporate affairs. These services encompass matters relating to general corporate governance, regulatory compliance and monitoring of the fund’s contractual service providers, including custodian operations, shareholder services and fund share distribution functions. Washington Management Corporation, a wholly owned subsidiary of The Johnston-Lemon Group, Incorporated, maintains its principal business address at 1101 Vermont Avenue, NW, Washington, D.C. 20005.
Investment adviser
Capital Research and Management Company, an experienced investment management organization founded in 1931, serves as investment adviser to the fund and other funds, including the American Funds. Capital Research and Management Company is a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at 333 South Hope Street, Los Angeles, California 90071, and 6455 Irvine Center Drive, Irvine, California 92618. Capital Research and Management Company manages the investment portfolio of the fund. The total management fee paid by the fund, as a percentage of average net assets, for the previous fiscal year appears in the Annual Fund Operating Expenses table under “Fees and expenses of the fund.” Please see the statement of additional information for further details. A discussion regarding the basis for the approval of the fund’s investment advisory agreement by the fund’s board of trustees is contained in the fund’s semi-annual report to shareholders for the fiscal period ended October 31, 2009.
Capital Research and Management Company manages equity assets through two investment divisions, Capital World Investors and Capital Research Global Investors, and manages fixed-income assets through its Fixed Income division. Capital World Investors and Capital Research Global Investors make investment decisions on an independent basis.
Rather than remain as investment divisions, Capital World Investors and Capital Research Global Investors may be incorporated into wholly owned subsidiaries of Capital Research and Management Company. In that event, Capital Research and Management Company would continue to be the investment adviser, and day-to-day investment management of equity assets would continue to be carried out through one or both of these subsidiaries. Although not currently contemplated, Capital Research and Management Company could incorporate its Fixed Income division in the future and engage it to provide day-to-day investment management of fixed-income assets. Capital Research and Management Company and each of the funds it advises have applied to the U.S. Securities and Exchange Commission for an exemptive order that would give Capital Research and Management Company the authority to use, upon approval of the fund’s board, its management subsidiaries and affiliates to provide day-to-day investment management services to the fund, including making changes to the management subsidiaries and affiliates providing such services. The fund’s shareholders approved this arrangement at a meeting of the fund’s shareholders on November 24, 2009. There is no assurance that Capital Research and Management Company will incorporate its investment divisions or exercise any authority, if granted, under an exemptive order .
Execution of portfolio transactions
The investment adviser places orders with broker-dealers for the fund’s portfolio transactions. In selecting broker-dealers, the investment adviser strives to obtain “best execution” (the most favorable total price reasonably attainable under the circumstances) for the fund’s portfolio transactions, taking into account a variety of factors. Subject to best execution, the investment adviser may consider investment research and/or brokerage services provided to the adviser in placing orders for the fund’s portfolio transactions. The investment adviser may place orders for the fund’s portfolio transactions with broker-dealers who have sold shares of funds managed by the investment adviser or its affiliated companies; however, it does not give consideration to whether a broker-dealer has sold shares of the funds managed by the investment adviser or its affiliated companies when placing any such orders for the fund’s portfolio transactions. A more detailed description of the investment adviser’s policies is included in the fund’s statement of additional information.
Portfolio holdings
Portfolio holdings information for the fund is available on the American Funds website at americanfunds.com. To reach this information, access the fund’s detailed information page on the website. A list of the fund’s top 10 equity holdings, updated as of each month-end, is generally posted to this page within 14 days after the end of the applicable month. A link to the fund’s complete list of publicly disclosed portfolio holdings, updated as of each calendar quarter-end, is generally posted to this page within 45 days after the end of the applicable quarter. Both lists remain available on the website until new information for the next month or quarter is posted. Portfolio holdings information for the fund is also contained in reports filed with the U.S. Securities and Exchange Commission.
A description of the fund’s policies and procedures regarding disclosure of information about its portfolio holdings is available in the statement of additional information.
Multiple portfolio counselor system
Capital Research and Management Company uses a system of multiple portfolio counselors in managing mutual fund assets. Under this approach, the portfolio of a fund is divided into segments managed by individual counselors who decide how their respective segments will be invested. In addition, Capital Research and Management Company’s investment analysts may make investment decisions with respect to a portion of a fund’s portfolio. Investment decisions are subject to a fund’s objective(s), policies and restrictions and the oversight of the appropriate investment-related committees of Capital Research and Management Company and its investment divisions. The table below shows the investment experience and role in management of the fund for each of the fund’s primary portfolio counselors.
Portfolio counselor
|
Investment
experience
|
Experience
in this fund
|
Role in
management
of the fund
|
Alan N. Berro
|
Investment professional for 24 years in total;
19 years with Capital Research and Management Company or affiliate
|
13 years
(plus 6 years of
prior experience
as an
investment analyst
for the fund)
|
Serves as an equity portfolio counselor
|
James K. Dunton
|
Investment professional for 48 years, all with Capital Research and Management Company or affiliate
|
32 years
(plus 7 years of
prior experience
as an
investment analyst
for the fund)
|
Serves as an equity portfolio counselor
|
Gregory D. Johnson
|
Investment professional for 17 years, all with Capital Research and Management Company or affiliate
|
9 years
(plus 7 years of
prior experience
as an
investment analyst
for the fund)
|
Serves as an equity portfolio counselor
|
Jeffrey T. Lager
|
Investment professional for 15 years in total;
14 years with Capital Research and Management Company or affiliate
|
6 years
(plus 7 years of
prior experience
as an
investment analyst
for the fund)
|
Serves as an equity portfolio counselor
|
Portfolio counselor
|
Investment
experience
|
Experience
in this fund
|
Role in
management
of the fund
|
Robert G. O’Donnell
|
Investment professional for 38 years in total;
35 years with Capital Research and Management Company or affiliate
|
18 years
(plus 17 years of
prior experience
as an
investment analyst
for the fund)
|
Serves as an equity portfolio counselor
|
James F. Rothenberg
|
Investment professional for 40 years, all with Capital Research and Management Company or affiliate
|
11 years
(plus 9 years of
prior experience
as an
investment analyst
for the fund)
|
Serves as an equity portfolio counselor
|
Ronald B. Morrow
|
Investment professional for 42 years in total;
13 years with Capital Research and Management Company or affiliate
|
5 years
|
Serves as an equity portfolio counselor
|
Eugene P. Stein
|
Investment professional for 39 years in total;
38 years with Capital Research and Management Company or affiliate
|
2 years
|
Serves as an equity portfolio counselor
|
Information regarding the portfolio counselors’ compensation, their ownership of securities in the fund and other accounts they manage is in the statement of additional information.
Shareholder information
Shareholder services
American Funds Service Company
®
, the fund’s transfer agent, offers a wide range of services that you can use to alter your investment program should your needs or circumstances change. These services may be terminated or modified at any time upon 60 days’ written notice.
A more detailed description of policies and services is included in the fund’s statement of additional information and the owner’s guide sent to new American Funds shareholders entitled
Welcome
.
Class 529 shareholders should also refer to the applicable program description for information on policies and services specifically relating to their account(s).
These documents are available by writing to or calling American Funds Service Company. Certain privileges and/or services described on the following pages of this prospectus and in the statement of additional information may not be available to you depending on your investment dealer. Please see your financial adviser or investment dealer for more information.
Choosing a share class
The fund offers different classes of shares through this prospectus. Class A, C, F-1 and F-2 shares are available through various investment programs or accounts, including certain types of retirement plans (see limitations below). The services or share classes available to you may vary depending upon how you wish to purchase shares of the fund. Unless otherwise noted, references in this prospectus to Class F shares refer to both Class F-1 and F-2 shares.
Class B and 529-B shares may no longer be purchased or acquired, except by exchange from Class B or 529-B shares of another fund in the American Funds family. Any investment received by the fund that is intended for Class B or 529-B shares will instead be invested in Class A or 529-A shares and will be subject to any applicable sales charges.
Shareholders with investments in Class B and 529-B shares may continue to hold such shares until they convert to Class A or 529-A shares. However, no additional investments will be accepted in Class B or 529-B shares. Dividends and capital gain distributions may continue to be reinvested in Class B or 529-B shares until their conversion dates. In addition, shareholders invested in Class B or 529-B shares will be able to exchange those shares for Class B or 529-B shares of other American Funds offering Class B or 529-B shares until they convert.
Investors residing in any state may purchase Class 529 shares through an account established with a 529 college savings plan managed by the American Funds organization. Class 529-A, 529-B, 529-C and 529-F-1 shares are structured similarly to the corresponding Class A, B, C and F-1 shares. For example, the same initial sales charges apply to Class 529-A shares as to Class A shares. Class 529-E shares are available only to investors participating through an eligible employer plan.
Each share class represents an investment in the same portfolio of securities, but each class has its own sales charge and expense structure, allowing you to choose the class that best fits your situation.
When you purchase shares of the fund, you should choose a share class. If none is chosen, your investment will be made in Class A shares or, in the case of a 529 plan investment, Class 529-A shares.
Factors you should consider when choosing a class of shares include:
·
|
how long you expect to own the shares;
|
·
|
how much you intend to invest;
|
·
|
total expenses associated with owning shares of each class;
|
·
|
whether you qualify for any reduction or waiver of sales charges (for example, Class A or 529-A shares may be a less expensive option over time, particularly if you qualify for a sales charge reduction or waiver);
|
·
|
whether you plan to take any distributions in the near future (for example, the contingent deferred sales charge will not be waived if you sell your Class 529-B or 529-C shares to cover higher education expenses); and
|
·
|
availability of share classes:
|
—
|
Class C shares are not available to retirement plans that do not currently invest in such shares and that are eligible to invest in Class R shares, including employer-sponsored retirement plans such as defined benefit plans, 401(k) plans, 457 plans, 403(b) plans, and money purchase pension and profit-sharing plans; and
|
—
|
Class F and 529-F-1 shares are generally available only to fee-based programs of investment dealers that have special agreements with the fund’s distributor and to certain registered investment advisers.
|
Each investor’s financial considerations are different. You should speak with your financial adviser to help you decide which share class is best for you.
Unless otherwise noted, references to Class A, B, C or F-1 shares on the following pages also refer to the corresponding Class 529-A, 529-B, 529-C or 529-F-1 shares.
Summary of the primary differences among share classes
|
|
Initial sales charge
|
up to 5.75% (reduced for purchases of $25,000 or more and eliminated for purchases of $1 million or more)
|
Contingent deferred sales charge
|
none (except that a charge of 1.00% applies to certain redemptions made within one year following purchases of $1 million or more without an initial sales charge)
|
12b-1 fees
|
up to .25% annually (for Class 529-A shares, may not exceed .50% annually)
|
Dividends
|
generally higher than other classes due to lower annual expenses, but may be lower than Class F-1 shares, depending on relative expenses, and lower than Class F-2 shares due to 12b-1 fees
|
Purchase maximum
|
none
|
Conversion
|
none
|
|
Initial sales charge
|
none
|
Contingent deferred sales charge
|
starts at 5.00%, declining to 0% six years after purchase
|
12b-1 fees
|
up to 1.00% annually
|
Dividends
|
generally lower than Class A and F shares due to higher 12b-1 fees and other expenses, but higher than Class C shares due to lower other expenses
|
Purchase maximum
|
Class B shares may not be purchased or acquired except by exchange from Class B shares of other American Funds
|
Conversion
|
automatic conversion to Class A or 529-A shares in the month of the eight-year anniversary of the purchase date, reducing future annual expenses
|
|
|
Initial sales charge
|
none
|
Contingent deferred sales charge
|
1.00% if shares are sold within one year after purchase
|
12b-1 fees
|
up to 1.00% annually
|
Dividends
|
generally lower than other classes due to higher 12b-1 fees and other expenses
|
Purchase maximum
|
see the discussion regarding purchase minimums and maximums in “Purchase and exchange of shares”
|
Conversion
|
automatic conversion to Class F-1 shares in the month of the 10-year anniversary of the purchase date, reducing future annual expenses (Class 529-C shares will not convert to Class 529-F-1 shares)
|
|
|
Initial sales charge
|
none
|
Contingent deferred sales charge
|
none
|
12b-1 fees
|
currently up to .50% annually (may not exceed .75% annually)
|
Dividends
|
generally higher than Class 529-B and 529-C shares due to lower 12b-1 fees, but lower than Class 529-A and 529-F-1 shares due to higher 12b-1 fees
|
Purchase maximum
|
none
|
Conversion
|
none
|
|
|
|
Initial sales charge
|
none
|
Contingent deferred sales charge
|
none
|
12b-1 fees
|
currently up to .25% annually (may not exceed .50% annually)
|
Dividends
|
generally higher than Class B and C shares due to lower 12b-1 fees, but may be higher than Class A shares, depending on relative expenses, and lower than Class F-2 shares due to 12b-1 fees
|
Purchase maximum
|
none
|
Conversion
|
none
|
|
|
Initial sales charge
|
none
|
Contingent deferred sales charge
|
none
|
12b-1 fees
|
none
|
Dividends
|
generally higher than other classes due to absence of 12b-1 fees
|
Purchase maximum
|
none
|
Conversion
|
none
|
Fund expenses
In periods of market volatility, assets of the fund may decline significantly, causing total annual fund operating expenses (as a percentage of the value of your investment) to become higher than the numbers shown in the Annual Fund Operating Expenses table in this prospectus.
The “Other expenses” items in the table on page 1 include custodial, legal, transfer agent and subtransfer agent/recordkeeping payments and various other expenses. Subtransfer agent/recordkeeping payments may be made to third parties (including affiliates of the fund’s investment adviser) that provide subtransfer agent, recordkeeping and/or shareholder services with respect to certain shareholder accounts in lieu of the transfer agent providing such services. The amount paid for subtransfer agent/recordkeeping services varies depending on the share class and services provided, and typically ranges from $3 to $19 per account. For Class 529 shares, an expense of up to a maximum of .10% paid to a state or states for oversight and administrative services is included as an “Other expenses” item.
Purchase, exchange and sale of shares
The fund’s transfer agent, on behalf of the fund and American Funds Distributors,
®
the fund’s distributor, is required by law to obtain certain personal information from you or any other person(s) acting on your behalf in order to verify your or such person’s identity. If you do not provide the information, the transfer agent may not be able to open your account. If the transfer agent is unable to verify your identity or that of any other person(s) authorized to act on your behalf, or believes it has identified potentially criminal activity, the fund and American Funds Distributors reserve the right to close your account or take such other action they deem reasonable or required by law.
When purchasing shares, you should designate the fund or funds in which you wish to invest. If no fund is designated and the amount of your cash investment is more than $5,000, your money will be held uninvested (without liability to the transfer agent for loss of income or appreciation pending receipt of proper instructions) until investment instructions are received, but for no more than three business days. Your investment will be made at the net asset value (plus any applicable sales charge in the case of Class A shares) next determined after investment instructions are received and accepted by the transfer agent. If investment instructions are not received, your money will be invested in Class A shares of American Funds Money Market Fund
®
on the third business day after receipt of your investment.
If no fund is designated and the amount of your cash investment is $5,000 or less, your money will be invested in the same proportion and in the same fund or funds in which your last cash investment (excluding exchanges) was made, provided that such investment was made within the last 16 months. If no investment was made within the last 16 months, your money will be held uninvested (without liability to the transfer agent for loss of income or appreciation pending receipt of proper instructions) until investment instructions are received, but for no more than three business days. Your investment will be made at the net asset value (plus any applicable sales charge in the case of Class A shares) next determined after investment instructions are received and accepted by the transfer agent. If investment instructions are not received, your money will be invested in Class A shares of American Funds Money Market Fund on the third business day after receipt of your investment.
Purchase of Class A and C shares
You may generally open an account and purchase Class A and C shares by contacting any financial adviser (who may impose transaction charges in addition to those described in this prospectus) authorized to sell the fund’s shares. You may purchase additional shares in various ways, including through your financial adviser and by mail, telephone, the Internet and bank wire.
Purchase of Class F shares
You may generally open an account and purchase Class F shares only through fee-based programs of investment dealers that have special agreements with the fund’s distributor and through certain registered investment advisers. These dealers and advisers typically charge ongoing fees for services they provide. Intermediary fees are not paid by the fund and normally range from .75% to 1.50% of assets annually, depending on the services offered.
Purchase of Class 529 shares
Class 529 shares may be purchased only through an account established with a 529 college savings plan managed by the American Funds organization. You may open this type of account and purchase Class 529 shares by contacting any financial adviser (who may impose transaction charges in addition to those described in this prospectus) authorized to sell such an account. You may purchase additional shares in various ways, including through your financial adviser and by mail, telephone, the Internet and bank wire.
Class 529-E shares may be purchased only by employees participating through an eligible employer plan.
Accounts holding Class 529 shares are subject to a $10 account setup fee and an annual $10 account maintenance fee .
Exchange
Generally, you may exchange your shares into shares of the same class of other American Funds without a sales charge. Class A, C or F-1 shares may generally be exchanged into the corresponding 529 share class without a sales charge. Class B shares may not be exchanged into Class 529-B shares.
Exchanges from Class A, C or F-1 shares to the corresponding 529 share class, particularly in the case of Uniform Gifts to Minors Act or Uniform Transfers to Minors Act custodial accounts, may result in significant legal and tax consequences, as described in the applicable program description. Please consult your financial adviser before making such an exchange.
Exchanges of shares from American Funds Money Market Fund initially purchased without a sales charge generally will be subject to the appropriate sales charge. For purposes of computing the contingent deferred sales charge on Class B and C shares, the length of time you have owned your shares will be measured from the date of original purchase and will not be affected by any permitted exchange .
Exchanges have the same tax consequences as ordinary sales and purchases. For example, to the extent you exchange shares held in a taxable account that are worth more now than what you paid for them, the gain will be subject to taxation. See “Transactions by telephone, fax or the Internet” in this prospectus for information regarding electronic exchanges.
Frequent trading of fund shares
The fund and American Funds Distributors reserve the right to reject any purchase order for any reason. The fund is not designed to serve as a vehicle for frequent trading. Frequent trading of fund shares may lead to increased costs to the fund and less efficient management of the fund’s portfolio, potentially resulting in dilution of the value of the shares held by long-term shareholders. Accordingly, purchases, including those that are part of exchange activity that the fund or American Funds Distributors has determined could involve actual or potential harm to the fund, may be rejected.
The fund, through its transfer agent, American Funds Service Company, maintains surveillance procedures that are designed to detect frequent trading in fund shares. Under these procedures, various analytics are used to evaluate factors that may be indicative of frequent trading. For example, transactions in fund shares that exceed certain monetary thresholds may be scrutinized. American Funds Service Company also may review transactions that occur close in time to other transactions in the same account or in multiple accounts under common ownership or influence. Trading activity that is identified through these procedures or as a result of any other information available to the fund will be evaluated to determine whether such activity might constitute frequent trading. These procedures may be modified from time to time as appropriate to improve the detection of frequent trading, to facilitate monitoring for frequent trading in particular retirement plans or other accounts, and to comply with applicable laws.
In addition to the fund’s broad ability to restrict potentially harmful trading as described above, the fund’s board of trustees has adopted a “purchase blocking policy” under which any shareholder redeeming shares having a value of $5,000 or more from the fund will be precluded from investing in the fund for 30 calendar days after the redemption transaction. This policy also applies to redemptions and purchases that are part of exchange transactions. Under the fund’s purchase blocking policy, certain purchases will not be prevented and certain redemptions will not trigger a purchase block, such as purchases and redemptions of shares having a value of less than $5,000; transactions in Class 529 shares; purchases and redemptions resulting from reallocations by American Funds Target Date Retirement Series
®
; retirement plan contributions, loans and distributions (including hardship withdrawals) identified as such on the retirement plan recordkeeper’s system; purchase transactions involving transfers of assets, rollovers, Roth IRA conversions and IRA recharacterizations, where the entity maintaining the shareholder account is able to identify the transaction as one of these types of transactions; and systematic redemptions and purchases, where the entity maintaining the shareholder account is able to identify the transaction as a systematic redemption or purchase. Generally, purchases and redemptions will not be considered “systematic” unless the transaction is pre-scheduled for a specific date.
The fund reserves the right to waive the purchase blocking policy with respect to specific shareholder accounts in those instances where American Funds Service Company determines that its surveillance procedures are adequate to detect frequent trading in fund shares.
American Funds Service Company will work with certain intermediaries (such as investment dealers holding shareholder accounts in street name, retirement plan record-keepers, insurance company separate accounts and bank trust companies) to apply their own procedures, provided that American Funds Service Company believes the intermediary’s procedures are reasonably designed to enforce the frequent trading policies of the fund. You should refer to disclosures provided by the intermediaries with which you have an account to determine the specific trading restrictions that apply to you.
If American Funds Service Company identifies any activity that may constitute frequent trading, it reserves the right to contact the intermediary and request that the intermediary either provide information regarding an account owner’s transactions or restrict the account owner’s trading. If American Funds Service Company is not satisfied that the intermediary has taken appropriate action, American Funds Service Company may terminate the intermediary’s ability to transact in fund shares.
There is no guarantee that all instances of frequent trading in fund shares will be prevented.
Notwithstanding the fund’s surveillance procedures and purchase blocking policy, all transactions in fund shares remain subject to the right of the fund and American Funds Distributors to restrict potentially abusive trading generally (including the types of transactions described above that will not be prevented or trigger a block under the purchase blocking policy). See the statement of additional information for more information about how American Funds Service Company may address other potentially abusive trading activity in the American Funds.
Purchase minimums and maximums
The purchase minimums described on the table on page 7 may be waived in certain cases. In addition, the fund reserves the right to redeem the shares of any shareholder for their then current net asset value per share if the shareholder’s aggregate investment in the fund falls below the fund’s minimum initial investment amount. See the statement of additional information for details.
For accounts established with an automatic investment plan, the initial purchase minimum of $250 may be waived if the purchases (including purchases through exchanges from another fund) made under the plan are sufficient to reach $250 within five months of account establishment.
The effective purchase maximums for Class 529-A, 529-C, 529-E and 529-F-1 shares will reflect the maximum applicable contribution limits under state law. See the applicable program description for more information.
The purchase maximum for Class C shares is $500,000 per transaction. In addition, if you have significant American Funds holdings, you may not be eligible to invest in Class C or 529-C shares. Specifically, you may not purchase Class C or 529-C shares if you are eligible to purchase Class A or 529-A shares at the $1 million or more sales charge discount rate (that is, at net asset value). See “Sales charge reductions and waivers” in this prospectus and the statement of additional information for more information regarding sales charge discounts.
Valuing shares
The net asset value of each share class of the fund is the value of a single share. The fund calculates the net asset value each day the New York Stock Exchange is open for trading as of approximately 4 p.m. New York time, the normal close of regular trading. The fund will not calculate net asset values on days that the New York Stock Exchange is closed for trading. Assets are valued primarily on the basis of market quotations. However, the fund has adopted procedures for making “fair value” determinations if market quotations are not readily available or are not considered reliable. Use of these procedures is intended to result in more appropriate net asset values.
Your shares will be purchased at the net asset value (plus any applicable sales charge in the case of Class A shares) or sold at the net asset value next determined after American Funds Service Company receives your request, provided that your request contains all information and legal documentation necessary to process the transaction. A contingent deferred sales charge may apply at the time you sell certain Class A, B and C shares.
Moving between share classes and accounts
Please see the statement of additional information for details and limitations on moving investments in certain share classes to different share classes and on moving investments held in certain accounts to different accounts.
Sales charges
Class A shares
The initial sales charge you pay each time you buy Class A shares differs depending upon the amount you invest and may be reduced or eliminated for larger purchases as indicated below. The “offering price,” the price you pay to buy shares, includes any applicable sales charge, which will be deducted directly from your investment. Shares acquired through reinvestment of dividends or capital gain distributions are not subject to an initial sales charge.
|
Sales charge as a
percentage of:
|
|
Investment
|
Offering
price
|
Net
amount
invested
|
Dealer
commission
as a percentage
of offering price
|
Less than $25,000
|
5.75%
|
6.10%
|
5.00%
|
$25,000 but less than $50,000
|
5.00
|
5.26
|
4.25
|
$50,000 but less than $100,000
|
4.50
|
4.71
|
3.75
|
$100,000 but less than $250,000
|
3.50
|
3.63
|
2.75
|
$250,000 but less than $500,000
|
2.50
|
2.56
|
2.00
|
$500,000 but less than $750,000
|
2.00
|
2.04
|
1.60
|
$750,000 but less than $1 million
|
1.50
|
1.52
|
1.20
|
$1 million or more and certain other investments described below
|
none
|
none
|
see below
|
The sales charge, expressed as a percentage of the offering price or the net amount invested, may be higher or lower than the percentages described in the table above due to rounding. This is because the dollar amount of the sales charge is determined by subtracting the net asset value of the shares purchased from the offering price, which is calculated to two decimal places using standard rounding criteria. The impact of rounding will vary with the size of the investment and the net asset value of the shares. Similarly, any contingent deferred sales charge paid by you on investments in Class A shares may be higher or lower than the 1% charge described below due to rounding.
Except as provided below, investments in Class A shares of $1 million or more may be subject to a 1% contingent deferred sales charge if the shares are sold within one year of purchase.
The contingent deferred sales charge is based on the original purchase cost or the current market value of the shares being sold, whichever is less.
Class A share purchases not subject to sales charges
The following investments are not subject to any initial or contingent deferred sales charge if American Funds Service Company is properly notified of the nature of the investment:
·
|
investments in Class A shares made by endowments or foundations with $50 million or more in assets;
|
·
|
investments made by accounts that are part of certain qualified fee-based programs and that purchased Class A shares before the discontinuation of your investment dealer’s load-waived Class A share program with the American Funds; and
|
·
|
certain rollover investments from retirement plans to IRAs (see “Rollovers from retirement plans to IRAs” in this prospectus for more information).
|
The distributor may pay dealers a commission of up to 1% on investments made in Class A shares with no initial sales charge. The fund may reimburse the distributor for these payments through its plans of distribution (see “Plans of distribution” in this prospectus).
Transfers from certain 529 plans to plans managed by the American Funds organization will be made with no sales charge. No commission will be paid to the dealer on such a transfer. Please see the statement of additional information for more information.
Certain other investors may qualify to purchase shares without a sales charge, such as employees of investment dealers and registered investment advisers authorized to sell American Funds and employees of The Capital Group Companies, Inc. Please see the statement of additional information for more information.
Employer-sponsored retirement plans
Many employer-sponsored retirement plans are eligible to purchase Class R shares. Such eligible plans and Class R shares are described in more detail in the fund’s retirement plan prospectus.
Employer-sponsored retirement plans that are eligible to purchase Class R shares may instead purchase Class A shares and pay the applicable Class A sales charge, provided that their recordkeepers can properly apply a sales charge on plan investments. These plans are not eligible to make initial purchases of $1 million or more in Class A shares and thereby invest in Class A shares without a sales charge, nor are they eligible to establish a statement of intention that qualifies them to purchase Class A shares without a sales charge. More information about statements of intention can be found under “Sales charge reductions and waivers” in this prospectus. Plans investing in Class A shares with a sales charge may purchase additional Class A shares in accordance with the sales charge table in this prospectus.
Employer-sponsored retirement plans that invested in Class A shares without any sales charge before April 1, 2004, and that continue to meet the eligibility requirements in effect as of that date for purchasing Class A shares at net asset value, may continue to purchase Class A shares without any initial or contingent deferred sales charge.
A 403(b) plan may not invest in Class A or C shares unless it was invested in Class A or C shares before January 1, 2009.
Class B and C shares
For Class B shares, a contingent deferred sales charge may be applied to shares you sell within six years of purchase, as shown in the table below. The contingent deferred sales charge is eliminated six years after purchase.
Contingent deferred sales charge on Class B shares
|
Year of redemption:
|
1
|
2
|
3
|
4
|
5
|
6
|
7+
|
Contingent deferred sales charge:
|
5%
|
4%
|
4%
|
3%
|
2%
|
1%
|
0%
|
Class C shares are sold without any initial sales charge. American Funds Distributors pays 1% of the amount invested to dealers who sell Class C shares. A contingent deferred sales charge of 1% applies if Class C shares are sold within one year of purchase. The contingent deferred sales charge is eliminated one year after purchase.
Any contingent deferred sales charge paid by you on redemptions of Class B or C shares, expressed as a percentage of the applicable redemption amount, may be higher or lower than the percentages described above due to rounding.
Shares acquired through reinvestment of dividends or capital gain distributions are not subject to a contingent deferred sales charge. In addition, the contingent deferred sales charge may be waived in certain circumstances. See “Contingent deferred sales charge waivers” in this prospectus. The contingent deferred sales charge is based on the original purchase cost or the current market value of the shares being sold, whichever is less. For purposes of determining the contingent deferred sales charge, if you sell only some of your shares, shares that are not subject to any contingent deferred sales charge will be sold first, followed by shares that you have owned the longest.
See “Plans of distribution” in this prospectus for ongoing compensation paid to your dealer or financial adviser for all share classes.
Automatic conversion of Class B and C shares
Class B shares automatically convert to Class A shares in the month of the eight-year anniversary of the purchase date. Class C shares automatically convert to Class F-1 shares in the month of the 10-year anniversary of the purchase date; however, Class 529-C shares will not convert to Class 529-F-1 shares. The Internal Revenue Service currently takes the position that these automatic conversions are not taxable. Should its position change, the automatic conversion feature may be suspended. If this happens, you would have the option of converting your Class B, 529-B or C shares to the respective share classes at the anniversary dates described above. This exchange would be based on the relative net asset values of the two classes in question, without the imposition of a sales charge or fee, but you might face certain tax consequences as a result.
Class 529-E and Class F shares
Class 529-E and Class F shares are sold without any initial or contingent deferred sales charge.
Sales charge reductions and waivers
To receive a reduction in your Class A initial sales charge, you must let your financial adviser or American Funds Service Company know at the time you purchase shares that you qualify for such a reduction. If you do not let your adviser or American Funds Service Company know that you are eligible for a reduction, you may not receive a sales charge discount to which you are otherwise entitled.
In order to determine your eligibility to receive a sales charge discount, it may be necessary for you to provide your adviser or American Funds Service Company with information and records (including account statements) of all relevant accounts invested in the American Funds.
In addition to the information in this prospectus, you may obtain more information about share classes, sales charges and sales charge reductions and waivers through a link on the home page of the American Funds website at americanfunds.com, from the statement of additional information or from your financial adviser.
Reducing your Class A initial sales charge
Consistent with the policies described in this prospectus, you and your “immediate family” (your spouse — or equivalent if recognized under local law — and your children under the age of 21) may combine all of your American Funds investments to reduce your Class A sales charge. Certain investments in the American Funds Target Date Retirement Series may also be combined for this purpose. Please see the American Funds Target Date Retirement Series prospectus for further information. However, for this purpose, investments representing direct purchases of American Funds Money Market Fund are excluded. Following are different ways that you may qualify for a reduced Class A sales charge:
Aggregating accounts
To receive a reduced Class A sales charge, investments made by you and your immediate family (see above) may be aggregated if made for your own account(s) and/or certain other accounts, such as:
·
|
trust accounts established by the above individuals (please see the statement of additional information for details regarding aggregation of trust accounts where the person(s) who established the trust is/are deceased);
|
·
|
solely controlled business accounts; and
|
·
|
single-participant retirement plans.
|
Concurrent purchases
You may combine simultaneous purchases (including, upon your request, purchases for gifts) of any class of shares of two or more American Funds (excluding American Funds Money Market Fund) to qualify for a reduced Class A sales charge.
Rights of accumulation
You may take into account your accumulated holdings in all share classes of the American Funds (excluding American Funds Money Market Fund) to determine the initial sales charge you pay on each purchase of Class A shares. Subject to your investment dealer’s capabilities, your accumulated holdings will be calculated as the higher of (
a
) the current value of your existing holdings (as of the day prior to your additional American Funds investment) or
(b)
the amount you invested (including reinvested dividends and capital gains, but excluding capital appreciation) less any withdrawals. Please see the statement of additional information for further details. You should retain any records necessary to substantiate the historical amounts you have invested.
If you make a gift of shares, upon your request you may purchase the shares at the sales charge discount allowed under rights of accumulation of all of your American Funds accounts.
Statement of intention
You may reduce your Class A sales charge by establishing a statement of intention. A statement of intention allows you to combine all purchases of all share classes of the American Funds (excluding American Funds Money Market Fund) you intend to make over a 13-month period to determine the applicable sales charge; however, purchases made under a right of reinvestment, appreciation of your holdings, and reinvested dividends and capital gains do not count as purchases made during the statement period. Your accumulated holdings (as described under “Rights of accumulation” above) eligible to be aggregated as of the day immediately before the start of the statement period may be credited toward satisfying the statement. A portion of your account may be held in escrow to cover additional Class A sales charges that may be due if your total purchases over the statement period do not qualify you for the applicable sales charge reduction. Employer-sponsored retirement plans may be restricted from establishing statements of intention. See “Sales charges” in this prospectus for more information.
Right of reinvestment
If you notify American Funds Service Company, you may reinvest proceeds from a redemption, dividend payment or capital gain distribution without a sales charge in the same fund or other American Funds, provided that the reinvestment occurs within 90 days after the date of the redemption or distribution and is made into the same account from which you redeemed the shares or received the distribution. If the account has been closed, you may reinvest without a sales charge if the new receiving account has the same registration as the closed account.
Proceeds from a Class B share redemption for which a contingent deferred sales charge was paid will be reinvested in Class A shares without any initial sales charge. If you redeem Class B shares without paying a contingent deferred sales charge, you may reinvest the proceeds in Class B shares or purchase Class A shares; if you purchase Class A shares, you are responsible for paying any applicable Class A sales charges. Proceeds from any other type of redemption and all dividend payments and capital gain distributions will be reinvested in the same share class from which the original redemption or distribution was made. Any contingent deferred sales charge on Class A or C shares will be credited to your account. Redemption proceeds of Class A shares representing direct purchases in American Funds Money Market Fund that are reinvested in other American Funds will be subject to a sales charge.
Proceeds will be reinvested at the next calculated net asset value after your request is received by American Funds Service Company, provided that your request contains all information and legal documentation necessary to process the transaction. For purposes of this “right of reinvestment policy,” automatic transactions (including, for example, automatic purchases, withdrawals and payroll deductions) and ongoing retirement plan contributions are not eligible for investment without a sales charge. You may not reinvest proceeds in the American Funds as described in this paragraph if such proceeds are subject to a purchase block as described under “Frequent trading of fund shares” in this prospectus. This paragraph does not apply to certain rollover investments as described under “Rollovers from retirement plans to IRAs” in this prospectus.
Contingent deferred sales charge waivers
The contingent deferred sales charge on Class A, B and C shares may be waived in the following cases:
·
|
permitted exchanges of shares, except if shares acquired by exchange are then redeemed within the period during which a contingent deferred sales charge would apply to the initial shares purchased;
|
·
|
tax-free returns of excess contributions to IRAs;
|
·
|
redemptions due to death or postpurchase disability of the shareholder (this generally excludes accounts registered in the names of trusts and other entities);
|
·
|
for 529 share classes only, redemptions due to a beneficiary's death, postpurchase disability or receipt of a scholarship (to the extent of the scholarship award);
|
·
|
redemptions due to the complete termination of a trust upon the death of the trustor/grantor or beneficiary, but only if such termination is specifically provided for in the trust document; and
|
·
|
the following types of transactions, if together they do not exceed 12% of the value of an account annually (see the statement of additional information for more information about waivers regarding these types of transactions):
|
—
|
redemptions due to receiving required minimum distributions from retirement accounts upon reaching age 70½ (required minimum distributions that continue to be taken by the beneficiary(ies) after the account owner is deceased also qualify for a waiver); and
|
—
|
if you have established an automatic withdrawal plan, redemptions through such a plan (including any dividends and/or capital gain distributions taken in cash).
|
To have your Class A, B or C contingent deferred sales charge waived, you must inform your adviser or American Funds Service Company at the time you redeem shares that you qualify for such a waiver.
Rollovers from retirement plans to IRAs
Assets from retirement plans may be invested in Class A, C or F shares through an IRA rollover, subject to the other provisions of this prospectus. Rollovers invested in Class A shares from retirement plans will be subject to applicable sales charges. The following rollovers to Class A shares will be made without a sales charge:
·
|
rollovers to IRAs from 403(b) plans with Capital Bank and Trust Company as custodian; and
|
·
|
rollovers to IRAs that are attributable to American Funds investments, if they meet the following requirements:
|
—
|
the assets being rolled over were invested in American Funds at the time of distribution; and
|
—
|
the rolled over assets are contributed to an American Funds IRA with Capital Bank and Trust Company as custodian.
|
IRA rollover assets that roll over without a sales charge as described above will not be subject to a contingent deferred sales charge, and investment dealers will be compensated solely with an annual service fee that begins to accrue immediately. IRA rollover assets invested in Class A shares that are not attributable to American Funds investments, as well as future contributions to the IRA, will be subject to sales charges and the terms and conditions generally applicable to Class A share investments as described in this prospectus and the statement of additional information.
Plans of distribution
The fund has plans of distribution or “12b-1 plans” for certain share classes, under which it may finance activities primarily intended to sell shares, provided that the categories of expenses are approved in advance by the fund’s board of trustees. The plans provide for payments, based on annualized percentages of average daily net assets, of up to .25% for Class A shares; up to .50% for Class 529-A shares; up to 1.00% for Class B and 529-B shares; up to 1.00% for Class C and 529-C shares; up to .75% for Class 529-E shares; and up to .50% for Class F-1 and 529-F-1 shares. For all share classes indicated above, up to .25% of these expenses may be used to pay service fees to qualified dealers for providing certain shareholder services. The amount remaining for each share class may be used for distribution expenses.
The 12b-1 fees paid by each share class of the fund, as a percentage of average net assets for the previous fiscal year, are indicated in the Annual Fund Operating Expenses table under “Fees and expenses of the fund” in this prospectus. Since these fees are paid out of the fund’s assets or income on an ongoing basis, over time they may cost you more than paying other types of sales charges and reduce the return of your investment. The higher fees for Class B and C shares may cost you more over time than paying the initial sales charge for Class A shares.
Other compensation to dealers
American Funds Distributors, at its expense, currently provides additional compensation to investment dealers. These payments may be made, at the discretion of American Funds Distributors, to the top 100 dealers (or their affiliates) that have sold shares of the American Funds. The level of payments made to a qualifying firm in any given year will vary and in no case would exceed the sum of
(a)
.10% of the previous year’s American Funds sales by that dealer and
(b)
.02% of American Funds assets attributable to that dealer. For calendar year 2009, aggregate payments made by American Funds Distributors to dealers were less than .02% of the average assets of the American Funds. Aggregate payments may also change from year to year. A number of factors will be considered in determining payments, including the qualifying dealer’s sales, assets and redemption rates, and the quality of the dealer’s relationship with American Funds Distributors. American Funds Distributors makes these payments to help defray the costs incurred by qualifying dealers in connection with efforts to educate financial advisers about the American Funds so that they can make recommendations and provide services that are suitable and meet shareholder needs. American Funds Distributors will, on an annual basis, determine the advisability of continuing these payments. American Funds Distributors may also pay expenses associated with meetings conducted by dealers outside the top 100 firms to facilitate educating financial advisers and shareholders about the American Funds. If investment advisers, distributors or other affiliates of mutual funds pay additional compensation or other incentives in differing amounts, dealer firms and their advisers may have financial incentives for recommending a particular mutual fund over other mutual funds or investments. You should consult with your financial adviser and review carefully any disclosure by your financial adviser’s firm as to compensation received.
How to sell shares
You may sell (redeem) shares in any of the following ways:
Through your dealer or financial adviser (certain charges may apply)
• Shares held for you in your dealer’s name must be sold through the dealer.
• Class F shares must be sold through your dealer or financial adviser.
Writing to American Funds Service Company
• Requests must be signed by the registered shareholder(s).
• A signature guarantee is required if the redemption is:
— more than $75,000;
— made payable to someone other than the registered shareholder(s); or
—
|
sent to an address other than the address of record or to an address of record that has been changed within the last 10 days.
|
•
|
American Funds Service Company reserves the right to require signature guarantee(s) on any redemption.
|
•
|
Additional documentation may be required for redemptions of shares held in corporate, partnership or fiduciary accounts.
|
Telephoning or faxing American Funds Service Company or using the Internet
•
|
Redemptions by telephone, fax or the Internet (including American FundsLine and americanfunds.com) are limited to $75,000 per American Funds shareholder each day.
|
•
|
Checks must be made payable to the registered shareholder.
|
•
|
Checks must be mailed to an address of record that has been used with the account for at least 10 days.
|
If you recently purchased shares and subsequently request a redemption of those shares, you will receive proceeds from the redemption once a sufficient period of time has passed to reasonably ensure that checks or drafts (including certified or cashier’s checks) for the shares purchased have cleared (normally 10 business days).
Transactions by telephone, fax or the Internet
Generally, you are automatically eligible to redeem or exchange shares by telephone, fax or the Internet, unless you notify us in writing that you do not want any or all of these services. You may reinstate these services at any time.
Unless you decide not to have telephone, fax or Internet services on your account(s), you agree to hold the fund, American Funds Service Company, any of its affiliates or mutual funds managed by such affiliates, the fund's business manager, and each of their respective directors, trustees, officers, employees and agents harmless from any losses, expenses, costs or liabilities (including attorney fees) that may be incurred in connection with the exercise of these privileges, provided that American Funds Service Company employs reasonable procedures to confirm that the instructions received from any person with appropriate account information are genuine. If reasonable procedures are not employed, American Funds Service Company and/or the fund may be liable for losses due to unauthorized or fraudulent instructions.
Distributions and taxes
Dividends and distributions
The fund intends to distribute dividends to you, usually in March, June, September and December.
Capital gains, if any, are usually distributed in December. When a dividend or capital gain is distributed, the net asset value per share is reduced by the amount of the payment.
You may elect to reinvest dividends and/or capital gain distributions to purchase additional shares of this fund or other American Funds, or you may elect to receive them in cash. Most shareholders do not elect to take capital gain distributions in cash because these distributions reduce principal value. Dividends and capital gain distributions for 529 share classes will be automatically reinvested.
Taxes on dividends and distributions
Dividends and capital gain distributions you receive from the fund are subject to federal income taxes and may also be subject to state and local taxes, unless you or your account is tax-exempt or tax-deferred.
For federal tax purposes, dividends and distributions of short-term capital gains are taxable as ordinary income. Some or all of your dividends may be eligible for a reduced tax rate if you meet a holding period requirement. The fund’s distributions of net long-term capital gains are taxable as long-term capital gains. Any dividends or capital gain distributions you receive from the fund will normally be taxable to you when made, regardless of whether you reinvest dividends or capital gain distributions or receive them in cash.
Taxes on transactions
Your redemptions, including exchanges, may result in a capital gain or loss for federal tax purposes. A capital gain or loss on your investment is the difference between the cost of your shares, including any sales charges, and the amount you receive when you sell them.
Shareholder fees
Fees borne directly by the fund normally have the effect of reducing a shareholder’s taxable income on distributions. By contrast, fees paid directly to advisers by a fund shareholder for ongoing advice are deductible for income tax purposes only to the extent that they (combined with certain other qualifying expenses) exceed 2% of such shareholder’s adjusted gross income.
Please see your tax adviser for more information. Holders of Class 529 shares should refer to the applicable program description for more information regarding the tax consequences of selling Class 529 shares.
Financial highlights
The Financial Highlights table is intended to help you understand the fund’s results for the past five fiscal years. Certain information reflects financial results for a single share of a particular class. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the fund (assuming reinvestment of all dividends and capital gain distributions). Where indicated, figures in the table reflect the impact, if any, of certain reimbursements/waivers from Capital Research and Management Company and Washington Management Corporation. For more information about these reimbursements/waivers, see the fund’s statement of additional information and annual report. The information in the Financial Highlights table been audited by PricewaterhouseCoopers LLP, whose report, along with the fund’s financial statements, is included in the statement of additional information, which is available upon request.
|
|
I
ncome (loss) from investment operations
1
|
Dividends and distributions
|
|
|
|
|
|
|
|
Net
asset
value,
beginning
of period
|
Net investment income
|
Net
gains
(losses)
on
securities
(both
realized
and
unrealized)
|
Total from investment operations
|
Dividends (from net investment income)
|
Distributions (from
capital
gains)
|
Total dividends
and distributions
|
Net
asset
value, end of period
|
Total return
2,3
|
Net
assets,
end of
period
(in millions)
|
Ratio
of
expenses
to
average
net
assets
before reimburse-ments/
waivers
|
Ratio
of
expenses
to
average
net
assets
after reimburse-ments/
waivers
3
|
Ratio
of net income
to average net assets
3
|
|
Class A:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
$19.81
|
$.65
|
$ 6.06
|
$ 6.71
|
$(.68)
|
$ —
|
$ (.68)
|
$25.84
|
34.29%
|
$39,349
|
.70%
|
.70%
|
2.80%
|
|
Year ended 4/30/2009
|
31.92
|
.64
|
(11.53)
|
(10.89)
|
(.72)
|
(.50)
|
(1.22)
|
19.81
|
(34.50)
|
34,012
|
.67
|
.65
|
2.60
|
|
Year ended 4/30/2008
|
36.55
|
.71
|
(2.68)
|
(1.97)
|
(.72)
|
(1.94)
|
(2.66)
|
31.92
|
(5.78)
|
60,782
|
.60
|
.58
|
2.02
|
|
Year ended 4/30/2007
|
32.66
|
.68
|
4.71
|
5.39
|
(.66)
|
(.84)
|
(1.50)
|
36.55
|
16.85
|
70,811
|
.60
|
.57
|
2.00
|
|
Year ended 4/30/2006
|
29.85
|
.66
|
3.20
|
3.86
|
(.62)
|
(.43)
|
(1.05)
|
32.66
|
13.11
|
64,202
|
.60
|
.57
|
2.13
|
|
Class B:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.67
|
.48
|
6.01
|
6.49
|
(.50)
|
—
|
(.50)
|
25.66
|
33.31
|
1,249
|
1.46
|
1.46
|
2.07
|
|
Year ended 4/30/2009
|
31.71
|
.45
|
(11.46)
|
(11.01)
|
(.53)
|
(.50)
|
(1.03)
|
19.67
|
(35.01)
|
1,389
|
1.42
|
1.40
|
1.85
|
|
Year ended 4/30/2008
|
36.33
|
.44
|
(2.67)
|
(2.23)
|
(.45)
|
(1.94)
|
(2.39)
|
31.71
|
(6.51)
|
2,726
|
1.36
|
1.33
|
1.27
|
|
Year ended 4/30/2007
|
32.47
|
.42
|
4.69
|
5.11
|
(.41)
|
(.84)
|
(1.25)
|
36.33
|
15.98
|
3,296
|
1.36
|
1.33
|
1.24
|
|
Year ended 4/30/2006
|
29.69
|
.42
|
3.17
|
3.59
|
(.38)
|
(.43)
|
(.81)
|
32.47
|
12.24
|
3,053
|
1.37
|
1.34
|
1.37
|
|
Class C:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
$19.63
|
$.46
|
$ 6.00
|
$ 6.46
|
$(.49)
|
$ —
|
$ (.49)
|
$25.60
|
33.23%
|
$1,830
|
1.50%
|
1.50%
|
2.00%
|
Year ended 4/30/2009
|
31.65
|
.44
|
(11.44)
|
(11.00)
|
(.52)
|
(.50)
|
(1.02)
|
19.63
|
(35.04)
|
1,613
|
1.47
|
1.44
|
1.80
|
Year ended 4/30/2008
|
36.26
|
.42
|
(2.66)
|
(2.24)
|
(.43)
|
(1.94)
|
(2.37)
|
31.65
|
(6.54)
|
2,979
|
1.41
|
1.38
|
1.22
|
Year ended 4/30/2007
|
32.41
|
.39
|
4.68
|
5.07
|
(.38)
|
(.84)
|
(1.22)
|
36.26
|
15.91
|
3,481
|
1.42
|
1.40
|
1.17
|
Year ended 4/30/2006
|
29.64
|
.40
|
3.16
|
3.56
|
(.36)
|
(.43)
|
(.79)
|
32.41
|
12.15
|
3,113
|
1.43
|
1.41
|
1.30
|
Class F-1:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.76
|
.64
|
6.04
|
6.68
|
(.67)
|
—
|
(.67)
|
25.77
|
34.26
|
1,770
|
.71
|
.71
|
2.78
|
Year ended 4/30/2009
|
31.85
|
.64
|
(11.51)
|
(10.87)
|
(.72)
|
(.50)
|
(1.22)
|
19.76
|
(34.52)
|
1,506
|
.67
|
.65
|
2.59
|
Year ended 4/30/2008
|
36.48
|
.70
|
(2.68)
|
(1.98)
|
(.71)
|
(1.94)
|
(2.65)
|
31.85
|
(5.82)
|
2,947
|
.63
|
.61
|
1.99
|
Year ended 4/30/2007
|
32.60
|
.67
|
4.70
|
5.37
|
(.65)
|
(.84)
|
(1.49)
|
36.48
|
16.83
|
3,179
|
.62
|
.59
|
1.97
|
Year ended 4/30/2006
|
29.80
|
.65
|
3.19
|
3.84
|
(.61)
|
(.43)
|
(1.04)
|
32.60
|
13.06
|
2,646
|
.63
|
.61
|
2.10
|
Class F-2:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.81
|
.68
|
6.09
|
6.77
|
(.74)
|
—
|
(.74)
|
25.84
|
34.65
|
416
|
.46
|
.46
|
2.91
|
Period from 8/5/2008 to 4/30/2009
4
|
29.64
|
.46
|
(9.22)
|
(8.76)
|
(.57)
|
(.50)
|
(1.07)
|
19.81
|
(29.77)
|
147
|
.44
5
|
.43
5
|
3.10
5
|
Class 529-A:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.78
|
.63
|
6.05
|
6.68
|
(.66)
|
—
|
(.66)
|
25.80
|
34.20
|
932
|
.76
|
.76
|
2.71
|
Year ended 4/30/2009
|
31.89
|
.62
|
(11.52)
|
(10.90)
|
(.71)
|
(.50)
|
(1.21)
|
19.78
|
(34.57)
|
709
|
.73
|
.71
|
2.55
|
Year ended 4/30/2008
|
36.51
|
.67
|
(2.66)
|
(1.99)
|
(.69)
|
(1.94)
|
(2.63)
|
31.89
|
(5.85)
|
1,089
|
.69
|
.66
|
1.93
|
Year ended 4/30/2007
|
32.63
|
.65
|
4.71
|
5.36
|
(.64)
|
(.84)
|
(1.48)
|
36.51
|
16.75
|
1,094
|
.67
|
.65
|
1.91
|
Year ended 4/30/2006
|
29.83
|
.64
|
3.19
|
3.83
|
(.60)
|
(.43)
|
(1.03)
|
32.63
|
13.01
|
833
|
.68
|
.65
|
2.05
|
Class 529-B:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.69
|
.45
|
6.02
|
6.47
|
(.48)
|
—
|
(.48)
|
25.68
|
33.15
|
145
|
1.56
|
1.56
|
1.93
|
Year ended 4/30/2009
|
31.74
|
.42
|
(11.47)
|
(11.05)
|
(.50)
|
(.50)
|
(1.00)
|
19.69
|
(35.08)
|
126
|
1.53
|
1.51
|
1.74
|
Year ended 4/30/2008
|
36.36
|
.39
|
(2.66)
|
(2.27)
|
(.41)
|
(1.94)
|
(2.35)
|
31.74
|
(6.62)
|
204
|
1.49
|
1.46
|
1.13
|
Year ended 4/30/2007
|
32.50
|
.38
|
4.68
|
5.06
|
(.36)
|
(.84)
|
(1.20)
|
36.36
|
15.82
|
218
|
1.48
|
1.46
|
1.11
|
Year ended 4/30/2006
|
29.72
|
.38
|
3.17
|
3.55
|
(.34)
|
(.43)
|
(.77)
|
32.50
|
12.07
|
180
|
1.51
|
1.48
|
1.22
|
(The Financial Highlights table continues on the following page.)
|
|
|
|
|
|
|
|
|
|
|
Class 529-C:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
$19.68
|
$.45
|
$ 6.02
|
$ 6.47
|
$(.48)
|
$ —
|
$ (.48)
|
$25.67
|
33.19%
|
$288
|
1.55%
|
1.55%
|
1.93%
|
Year ended 4/30/2009
|
31.73
|
.43
|
(11.47)
|
(11.04)
|
(.51)
|
(.50)
|
(1.01)
|
19.68
|
(35.08)
|
226
|
1.52
|
1.50
|
1.75
|
Year ended 4/30/2008
|
36.35
|
.39
|
(2.66)
|
(2.27)
|
(.41)
|
(1.94)
|
(2.35)
|
31.73
|
(6.62)
|
361
|
1.49
|
1.46
|
1.13
|
Year ended 4/30/2007
|
32.49
|
.38
|
4.69
|
5.07
|
(.37)
|
(.84)
|
(1.21)
|
36.35
|
15.84
|
374
|
1.48
|
1.45
|
1.11
|
Year ended 4/30/2006
|
29.71
|
.38
|
3.18
|
3.56
|
(.35)
|
(.43)
|
(.78)
|
32.49
|
12.10
|
295
|
1.50
|
1.47
|
1.23
|
Class 529-E
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.71
|
.56
|
6.03
|
6.59
|
(.60)
|
—
|
(.60)
|
25.70
|
33.80
|
53
|
1.05
|
1.05
|
2.43
|
Year ended 4/30/2009
|
31.77
|
.55
|
(11.48)
|
(10.93)
|
(.63)
|
(.50)
|
(1.13)
|
19.71
|
(34.74)
|
41
|
1.02
|
1.00
|
2.26
|
Year ended 4/30/2008
|
36.39
|
.57
|
(2.66)
|
(2.09)
|
(.59)
|
(1.94)
|
(2.53)
|
31.77
|
(6.14)
|
60
|
.98
|
.95
|
1.64
|
Year ended 4/30/2007
|
32.52
|
.55
|
4.70
|
5.25
|
(.54)
|
(.84)
|
(1.38)
|
36.39
|
16.44
|
61
|
.97
|
.94
|
1.62
|
Year ended 4/30/2006
|
29.74
|
.54
|
3.17
|
3.71
|
(.50)
|
(.43)
|
(.93)
|
32.52
|
12.64
|
46
|
.98
|
.96
|
1.74
|
Class 529-F-1:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.76
|
.68
|
6.04
|
6.72
|
(.71)
|
—
|
(.71)
|
25.77
|
34.48
|
51
|
.55
|
.55
|
2.91
|
Year ended 4/30/2009
|
31.85
|
.67
|
(11.50)
|
(10.83)
|
(.76)
|
(.50)
|
(1.26)
|
19.76
|
(34.41)
|
35
|
.52
|
.50
|
2.77
|
Year ended 4/30/2008
|
36.47
|
.74
|
(2.66)
|
(1.92)
|
(.76)
|
(1.94)
|
(2.70)
|
31.85
|
(5.65)
|
52
|
.48
|
.45
|
2.14
|
Year ended 4/30/2007
|
32.59
|
.72
|
4.70
|
5.42
|
(.70)
|
(.84)
|
(1.54)
|
36.47
|
17.01
|
47
|
.47
|
.44
|
2.11
|
Year ended 4/30/2006
|
29.79
|
.70
|
3.18
|
3.88
|
(.65)
|
(.43)
|
(1.08)
|
32.59
|
13.20
|
32
|
.49
|
.46
|
2.24
|
|
Year ended April 30
|
|
2010
|
2009
|
2008
|
2007
|
2006
|
Portfolio turnover rate for all classes of shares
|
22%
|
39%
|
18%
|
19%
|
13%
|
1
|
Based on average shares outstanding.
|
2
|
Total returns exclude any applicable sales charges, including contingent deferred sales charges.
|
3
|
This column reflects the impact, if any, of certain reimbursements/waivers from Capital Research and Management Company and Washington Management Corporation. During the periods shown, Capital Research and Management Company and Washington Management Corporation reduced fees for investment advisory services.
|
4
|
Based on operations for the period shown and, accordingly, may not be representative of a full year.
|
Notes
Notes
Notes
|
|
|
|
|
For shareholder services
|
American Funds Service Company
800/421-0180
|
|
|
For retirement plan services
|
Call your employer or plan administrator
|
|
|
For 529 plans
|
American Funds Service Company
800/421-0180, ext. 529
|
|
|
For 24-hour information
|
American FundsLine
800/325-3590
americanfunds.com
|
|
|
Telephone calls you have with American Funds may be monitored or recorded for quality assurance, verification and recordkeeping purposes. By speaking to American Funds on the telephone, you consent to such monitoring and recording.
|
|
Annual/Semi-annual report to shareholders
The shareholder reports contain additional information about the fund, including financial statements, investment results, portfolio holdings, a discussion of market conditions and the fund’s investment strategies and the independent registered public accounting firm’s report (in the annual report).
Program description
The CollegeAmerica
®
529 program description contains additional information about the policies and services related to 529 plan accounts.
Statement of additional information (SAI) and codes of ethics
The current SAI, as amended from time to time, contains more detailed information about the fund, including the fund’s financial statements, and is incorporated by reference into this prospectus. This means that the current SAI, for legal purposes, is part of this prospectus. The codes of ethics describe the personal investing policies adopted by the fund, the fund's business manager, the fund’s investment adviser and its affiliated companies.
The codes of ethics and current SAI are on file with the U.S. Securities and Exchange Commission (SEC). These and other related materials about the fund are available for review or to be copied at the SEC’s Public Reference Room in Washington, D.C. (202/551-8090), on the EDGAR database on the SEC’s website at sec.gov or, after payment of a duplicating fee, via e-mail request to publicinfo@sec.gov or by writing to the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. The codes of ethics, current SAI and shareholder reports are also available, free of charge, on our website, americanfunds.com.
E-delivery and household mailings
Each year you are automatically sent an updated summary prospectus and annual and semi-annual reports for the fund. You may also occasionally receive proxy statements for the fund. In order to reduce the volume of mail you receive, when possible, only one copy of these documents will be sent to shareholders who are part of the same family and share the same household address. You may elect to receive these documents electronically in lieu of paper form by enrolling in e-delivery on our website, americanfunds.com.
If you would like to opt out of household-based mailings or receive a complimentary copy of the current SAI, codes of ethics, annual/semi-annual report to shareholders or applicable program description, please call American Funds Service Company at 800/421-0180 or write to the secretary of the fund at 1101 Vermont Avenue, NW, Washington, D.C. 20005.
Securities Investor Protection Corporation (SIPC)
Shareholders may obtain information about SIPC
®
on its website at sipc.org or by calling 202/371-8300.
MFGEPR-901-0710P Litho in USA CGD/RRD/8023
|
Investment Company File No. 811-00604
|
The Capital Group Companies
|
|
|
|
American Funds
|
Capital Research and Management
|
Capital International
|
Capital Guardian
|
Capital Bank and Trust
|
..
Washington Mutual
Investors Fund
SM
|
Class
A
R-1
R-2
|
Ticker
AWSHX
RWMAX
RWMBX
|
R-3
R-4
R-5
R-6
|
RWMCX
RWMEX
RWMFX
RWMGX
|
|
|
|
|
|
|
Retirement plan prospectus
|
|
|
July 1, 2010
|
|
|
Table of contents
|
|
|
|
|
Fees and expenses of the fund 1
Principal investment strategies 3
Principal risks 3
Management 6
Purchase and sale of fund shares 7
Tax information 7
Payments to broker-dealers and other financial intermediaries 7
Investment objective, strategies and risks 8
|
|
Additional investment results 10
Management and organization 11
Purchase, exchange and sale of shares 15
Sales charges 19
Sales charge reductions 21
Rollovers from retirement plans to IRAs 23
Other compensation to dealers 24
Distributions and taxes 25
Financial highlights 26
|
|
|
The Securities and Exchange Commission has not approved or disapproved of these securities. Further, it has not determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
|
|
[This page is intentionally left blank for this filing.]
The fund’s investment objective is to produce income and to provide an opportunity for growth of principal consistent with sound common stock investing.
F
ees and expenses of the fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for a Class A sales charge discount if you and your family invest, or agree to invest in the future, at least $25,000 in American Funds. More information about these and other discounts is available from your financial professional and in the “Sales charge reductions” section on page 21 of the retirement plan prospectus and in the “Sales charge reductions and waivers” section on page 62 of the fund’s statement of additional information.
(fees paid directly from your investment)
|
Class A
|
All R share classes
|
Maximum sales charge (load) imposed on purchases
(as a percentage of offering price)
|
5.75%
|
none
|
Maximum deferred sales charge (load)
(as a percentage of the amount redeemed)
|
none
|
none
|
Maximum sales charge (load) imposed
on reinvested dividends
|
none
|
none
|
Redemption or exchange fees
|
none
|
none
|
Annual fund operating expenses
(expenses that you pay each year as a percentage of the
value of your investment)
|
Share classes
|
|
A
|
R-1
|
R-2
|
R-3
|
R-4
|
R-5
|
R-6
|
Management fees
|
0.29%
|
0.29%
|
0.29%
|
0.29%
|
0.29%
|
0.29%
|
0.29%
|
Distribution and/or service (12b-1) fees
|
0.23
|
0.99
|
0.75
|
0.50
|
0.25
|
none
|
none
|
Other expenses
|
0.18
|
0.19
|
0.48
|
0.24
|
0.18
|
0.13
|
0.08
|
Total annual fund operating expenses
|
0.70
|
1.47
|
1.52
|
1.03
|
0.72
|
0.42
|
0.37
|
Example
This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Share classes
|
1 year
|
3 years
|
5 years
|
10 years
|
A
|
$642
|
$786
|
$942
|
$1,395
|
R-1
|
150
|
465
|
803
|
1,757
|
R-2
|
155
|
480
|
829
|
1,813
|
R-3
|
105
|
328
|
569
|
1,259
|
R-4
|
74
|
230
|
401
|
894
|
R-5
|
43
|
135
|
235
|
530
|
R-6
|
38
|
119
|
208
|
468
|
Portfolio turnover
The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 22% of the average value of its portfolio.
Principal investment strategies
The fund invests primarily in common stocks of established companies that are listed on, or meet the financial listing requirements of, the New York Stock Exchange and have a strong record of earnings and dividends. The fund strives to accomplish its objective through fundamental research, careful selection and broad diversification. In the selection of common stocks and other securities for investment, current and potential yield as well as the potential for long-term capital appreciation are considered. The fund seeks to provide an above-average yield in its quarterly income distribution in relation to Standard & Poor’s 500 Composite Index (a broad, unmanaged index). The fund strives to maintain a fully invested, diversified portfolio, consisting primarily of high-quality common stocks.
The fund has Investment Standards originally based upon criteria established by the United States District Court for the District of Columbia for determining eligibility under the Court's Legal List procedure, which was in effect for many years. The fund has an "Eligible List" — based on the Investment Standards and approved by the fund’s board of trustees — of investments considered appropriate for a prudent investor seeking opportunities for income and growth of principal consistent with common stock investing. The investment adviser is required to select the fund's investments exclusively from the Eligible List. The investment adviser monitors the Eligible List and makes recommendations to the board of trustees regarding changes necessary for continued compliance with the fund’s Investment Standards.
The investment adviser uses a system of multiple portfolio counselors in managing the fund’s assets. Under this approach, the portfolio of the fund is divided into segments managed by individual counselors who decide how their respective segments will be invested.
The fund relies on the professional judgment of its investment adviser to make decisions about the fund’s portfolio investments. The basic investment philosophy of the investment adviser is to seek to invest in attractively valued companies that, in its opinion, represent good, long-term investment opportunities. The investment adviser believes that an important way to accomplish this is through fundamental analysis, which may include meeting with company executives and employees, suppliers, customers and competitors. Securities may be sold when the investment adviser believes that they no longer represent relatively attractive investment opportunities.
Principal risks
You may lose money by investing in the fund. The likelihood of loss may be greater if you invest for a shorter period of time.
Investors in the fund should have a long-term perspective and be able to tolerate potentially sharp declines in value.
Market risks
— The prices of, and the income generated by, the common stocks and other securities held by the fund may decline in response to certain events taking place around the world, including those directly involving the issuers whose securities are owned by the fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate and commodity price fluctuations.
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.
Investment results
The bar chart below shows how the fund’s investment results have varied from year to year, and the table on page 5 shows how the fund’s average annual total returns for various periods compare with different broad measures of market results. Lipper Growth & Income Funds Index includes the fund and other mutual funds that disclose investment objectives that are reasonably comparable to those of the fund. This information provides some indication of the risks of investing in the fund. Past results are not predictive of future results. Updated information on the fund’s results can be obtained by visiting americanfunds.com.
Highest/Lowest quarterly results during this time period were:
Highest
15.94% (quarter ended June 30, 2003)
Lowest
–20.22% (quarter ended December 31, 2008)
The fund’s total return for the three months ended March 31, 2010, was 3.94%.
Average annual total returns
For the periods ended December 31, 2009 (with maximum sales charge):
Share class
|
Inception date
|
1 year
|
5 years
|
10 years
|
Lifetime
|
A
|
7/31/1952
|
12.12%
|
–0.95%
|
2.20%
|
11.62%
|
Share classes
|
Inception date
|
1 year
|
5 years
|
Lifetime
|
|
R-1
|
5/29/2002
|
18.10%
|
–0.59%
|
1.29%
|
|
R-2
|
5/31/2002
|
18.03
|
–0.60
|
1.32
|
|
R-3
|
6/4/2002
|
18.62
|
–0.11
|
2.11
|
|
R-4
|
5/20/2002
|
19.02
|
0.18
|
1.95
|
|
R-5
|
5/15/2002
|
19.40
|
0.48
|
2.23
|
|
Indexes
|
1 year
|
5 years
|
10 years
|
Lifetime
(from Class A
inception)
|
S &P 500
(reflects no deductions for fees, expenses or taxes)
|
26.47%
|
0.42%
|
–0.95%
|
10.43%
|
Lipper Growth & Income Funds Index
(reflects no deductions for fees or taxes)
|
29.10
|
0.75
|
1.20
|
N/A
|
Class A annualized 30-day yield at April 30, 2010: 2.40%
(For current yield information, please call American FundsLine
®
at 800/325-3590.)
|
Management
Investment adviser
Capital Research and Management Company
Portfolio counselors
The individuals primarily responsible for the portfolio management of the fund are:
Portfolio counselor/
Fund title
(if applicable)
|
Portfolio counselor
experience
in this fund
|
Primary title
with investment adviser
|
Alan N. Berro
|
13 years
|
Senior Vice President -
Capital World Investors
|
James K. Dunton
|
32 years
|
Senior Vice President -
Capital Research Global Investors
|
Gregory D. Johnson
|
9 years
|
Senior Vice President -
Capital World Investors
|
Jeffrey T. Lager
|
6 years
|
Senior Vice President -
Capital World Investors
|
Robert G. O’Donnell
|
18 years
|
Senior Vice President -
Capital World Investors
|
James F. Rothenberg
|
11 years
|
Chairman of the Board,
Capital Research and Management Company
|
Ronald B. Morrow
|
5 years
|
Senior Vice President -
Capital World Investors
|
Eugene P. Stein
|
2 years
|
Senior Vice President -
Capital World Investors
|
Purchase and sale of fund shares
Eligible retirement plans generally may open an account and purchase Class A or R shares by contacting any investment dealer authorized to sell these classes of the fund’s shares. Investment dealers may impose transaction charges in addition to those described in this prospectus.
Please contact your plan administrator or recordkeeper in order to sell (redeem) shares from your retirement plan.
Tax information
Dividends and capital gains distributed by the fund to tax-deferred retirement plan accounts are not currently taxable.
Payments to broker-dealers and other financial intermediaries
If you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and the fund’s distributor or its affiliates may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.
Investment objective, strategies and risks
The fund’s investment objective is to produce income and to provide an opportunity for growth of principal consistent with sound common stock investing.
The fund strives to accomplish its objective through fundamental research, careful selection and broad diversification. In the selection of common stocks and other securities for investment, current and potential yield as well as the potential for long-term capital appreciation are considered. The fund seeks to provide an above-average yield in its quarterly income distribution in relation to Standard & Poor’s 500 Composite Index (a broad, unmanaged index). The fund strives to maintain a fully invested, diversified portfolio, consisting primarily of high-quality common stocks.
The fund has Investment Standards originally based upon criteria established by the United States District Court for the District of Columbia for determining eligibility under the Court's Legal List procedure, which was in effect for many years. The fund has an "Eligible List" — based on the Investment Standards and approved by the fund’s board of trustees — of investments considered appropriate for a prudent investor seeking opportunities for income and growth of principal consistent with common stock investing. The investment adviser is required to select the fund's investments exclusively from the Eligible List. The investment adviser monitors the Eligible List and makes recommendations to the board of trustees regarding changes necessary for continued compliance with the fund’s Investment Standards .
The fund is designed to provide fiduciaries, organizations, institutions and individuals with a convenient and prudent medium of investment in common stocks and securities convertible into common stocks, such as convertible bonds and debentures and convertible preferred stocks, that meet the fund’s criteria for investing. It is especially designed to serve those individuals who are charged with the responsibility of investing retirement plan trusts, other fiduciary-type reserves or family funds but who are reluctant to undertake the selection and supervision of individual stocks.
Investors in the fund should have a long-term perspective and be able to tolerate potentially sharp declines in value.
The prices of, and the income generated by, the common stocks and other securities held by the fund may decline in response to certain events taking place around the world, including those directly involving the issuers whose securities are owned by the fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate and commodity price fluctuations.
Although the fund’s policy is to maintain at all times a fully invested and widely diversified portfolio of securities, the fund may hold, to a limited extent, short-term U.S. government securities, other money market instruments, cash and cash equivalents.
The fund’s investment results will depend on the ability of the fund’s investment adviser to navigate the risks discussed above.
In addition to the principal investment strategies described above, the fund has other non-principal investment practices that are described in the statement of additional information. You should consider how this fund fits into your overall investment program.
Additional investment results
Unlike the table on page 5, the table below reflects the fund’s results calculated without a sales charge.
Average annual total returns
For the periods ended December 31, 2009 (without sales charge):
Share class
|
Inception date
|
1 year
|
5 years
|
10 years
|
Lifetime
|
A
|
7/31/1952
|
18.99%
|
0.23%
|
2.81%
|
11.74%
|
Share classes
(before taxes)
|
Inception date
|
1 year
|
5 years
|
Lifetime
|
|
R-1
|
5/29/2002
|
18.10%
|
–0.59%
|
1.29%
|
|
R-2
|
5/31/2002
|
18.03
|
–0.60
|
1.32
|
|
R-3
|
6/4/2002
|
18.62
|
–0.11
|
2.11
|
|
R-4
|
5/20/2002
|
19.02
|
0.18
|
1.95
|
|
R-5
|
5/15/2002
|
19.40
|
0.48
|
2.23
|
|
Indexes
|
1 year
|
5 years
|
10 years
|
Lifetime
(from Class A
inception)
|
S&P 500
(reflects no deductions for fees, expenses or taxes)
|
26.47%
|
0.42%
|
–0.95%
|
10.43%
|
Lipper Growth & Income Funds Index
(reflects no deductions for fees or taxes)
|
29.10
|
0.75
|
1.20
|
N/A
|
Class A distribution rate at December 31, 2009: 2.86%
*
(For current distribution rate information, please call American FundsLine at 800/325-3590.)
|
*
|
The distribution rate is based on actual dividends paid to Class A shareholders over a 12-month period. Capital gain distributions, if any, are added back to net asset value to determine the rate.
|
The investment results tables above and on page 5 show how the fund’s average annual total returns compare with various broad measures of market results. Standard & Poor’s 500 Composite Index is a market capitalization-weighted index based on the average weighted results of 500 widely held common stocks. This index is unmanaged and its results include reinvested dividends and/or distributions, but do not reflect the effect of sales charges, commissions, expenses or taxes. Lipper Growth & Income Funds Index is an equally weighted index of funds that combine a growth-of-earnings orientation and an income requirement for level and/or rising dividends. The results of the underlying funds in the index include the reinvestment of dividends and capital gain distributions, as well as brokerage commissions paid by the funds for portfolio transactions and other fund expenses, but do not reflect the effect of sales charges or taxes. This index was not in existence as of the date the fund's Class A shares became available; therefore, lifetime results are not shown.
All fund results reflected in the “Investment results” section of this prospectus and this “Additional investment results” section reflect the reinvestment of dividends and capital gain distributions, if any. Unless otherwise noted, fund results reflect any fee waivers and/or expense reimbursements in effect during the period presented.
Management and organization
Business manager
Washington Management Corporation or its predecessors, since the fund’s inception, has provided the services necessary to carry on the fund’s general administrative and corporate affairs. These services encompass matters relating to general corporate governance, regulatory compliance and monitoring of the fund’s contractual service providers, including custodian operations, shareholder services and fund share distribution functions. Washington Management Corporation, a wholly owned subsidiary of The Johnston-Lemon Group, Incorporated, maintains its principal business address at 1101 Vermont Avenue, NW, Washington, D.C. 20005.
Investment adviser
Capital Research and Management Company, an experienced investment management organization founded in 1931, serves as investment adviser to the fund and other funds, including the American Funds. Capital Research and Management Company is a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at 333 South Hope Street, Los Angeles, California 90071, and 6455 Irvine Center Drive, Irvine, California 92618. Capital Research and Management Company manages the investment portfolio of the fund. The total management fee paid by the fund, as a percentage of average net assets, for the previous fiscal year appears in the Annual Fund Operating Expenses table under “Fees and expenses of the fund.” Please see the statement of additional information for further details. A discussion regarding the basis for the approval of the fund’s investment advisory agreement by the fund’s board of trustees is contained in the fund’s semi-annual report to shareholders for the fiscal period ended October 31, 2009.
Capital Research and Management Company manages equity assets through two investment divisions, Capital World Investors and Capital Research Global Investors, and manages fixed-income assets through its Fixed Income division. Capital World Investors and Capital Research Global Investors make investment decisions on an independent basis.
Rather than remain as investment divisions, Capital World Investors and Capital Research Global Investors may be incorporated into wholly owned subsidiaries of Capital Research and Management Company. In that event, Capital Research and Management Company would continue to be the investment adviser, and day-to-day investment management of equity assets would continue to be carried out through one or both of these subsidiaries. Although not currently contemplated, Capital Research and Management Company could incorporate its Fixed Income division in the future and engage it to provide day-to-day investment management of fixed-income assets. Capital Research and Management Company and each of the funds it advises have applied to the U.S. Securities and Exchange Commission for an exemptive order that would give Capital Research and Management Company the authority to use, upon approval of the fund’s board, its management subsidiaries and affiliates to provide day-to-day investment management services to the fund, including making changes to the management subsidiaries and affiliates providing such services. The fund’s shareholders approved this arrangement at a meeting of the fund’s shareholders on November 24, 2009. There is no assurance that Capital Research and Management Company will incorporate its investment divisions or exercise any authority, if granted, under an exemptive order.
Execution of portfolio transactions
The investment adviser places orders with broker-dealers for the fund’s portfolio transactions. In selecting broker-dealers, the investment adviser strives to obtain “best execution” (the most favorable total price reasonably attainable under the circumstances) for the fund’s portfolio transactions, taking into account a variety of factors. Subject to best execution, the investment adviser may consider investment research and/or brokerage services provided to the adviser in placing orders for the fund’s portfolio transactions. The investment adviser may place orders for the fund’s portfolio transactions with broker-dealers who have sold shares of funds managed by the investment adviser or its affiliated companies; however, it does not give consideration to whether a broker-dealer has sold shares of the funds managed by the investment adviser or its affiliated companies when placing any such orders for the fund’s portfolio transactions. A more detailed description of the investment adviser’s policies is included in the fund’s statement of additional information.
Portfolio holdings
Portfolio holdings information for the fund is available on the American Funds website at americanfunds.com. To reach this information, access the fund’s detailed information page on the website. A list of the fund’s top 10 equity holdings, updated as of each month-end, is generally posted to this page within 14 days after the end of the applicable month. A link to the fund’s complete list of publicly disclosed portfolio holdings, updated as of each calendar quarter-end, is generally posted to this page within 45 days after the end of the applicable quarter. Both lists remain available on the website until new information for the next month or quarter is posted. Portfolio holdings information for the fund is also contained in reports filed with the U.S. Securities and Exchange Commission.
A description of the fund’s policies and procedures regarding disclosure of information about its portfolio holdings is available in the statement of additional information.
Multiple portfolio counselor system
Capital Research and Management Company uses a system of multiple portfolio counselors in managing mutual fund assets. Under this approach, the portfolio of a fund is divided into segments managed by individual counselors who decide how their respective segments will be invested. In addition, Capital Research and Management Company’s investment analysts may make investment decisions with respect to a portion of a fund’s portfolio. Investment decisions are subject to a fund’s objective(s), policies and restrictions and the oversight of the appropriate investment-related committees of Capital Research and Management Company and its investment divisions. The table below shows the investment experience and role in management of the fund for each of the fund’s primary portfolio counselors.
Portfolio counselor
|
Investment
experience
|
Experience
in this fund
|
Role in
management
of the fund
|
Alan N. Berro
|
Investment professional for 24 years in total;
19 years with Capital Research and Management Company or affiliate
|
13 years
(plus 6 years of
prior experience
as an
investment analyst
for the fund)
|
Serves as an equity portfolio counselor
|
James K. Dunton
|
Investment professional for 48 years, all with Capital Research and Management Company or affiliate
|
32 years
(plus 7 years of
prior experience
as an
investment analyst
for the fund)
|
Serves as an equity portfolio counselor
|
Gregory D. Johnson
|
Investment professional for 17 years, all with Capital Research and Management Company or affiliate
|
9 years
(plus 7 years of
prior experience
as an
investment analyst
for the fund)
|
Serves as an equity portfolio counselor
|
Jeffrey T. Lager
|
Investment professional for 15 years in total;
14 years with Capital Research and Management Company or affiliate
|
6 years
(plus 7 years of
prior experience
as an
investment analyst
for the fund)
|
Serves as an equity portfolio counselor
|
Portfolio counselor
|
Investment
experience
|
Experience
in this fund
|
Role in
management
of the fund
|
Robert G. O’Donnell
|
Investment professional for 38 years in total;
35 years with Capital Research and Management Company or affiliate
|
18 years
(plus 17 years of
prior experience
as an
investment analyst
for the fund)
|
Serves as an equity portfolio counselor
|
James F. Rothenberg
|
Investment professional for 40 years, all with Capital Research and Management Company or affiliate
|
11 years
(plus 9 years of
prior experience
as an
investment analyst
for the fund)
|
Serves as an equity portfolio counselor
|
Ronald B. Morrow
|
Investment professional for 42 years in total;
13 years with Capital Research and Management Company or affiliate
|
5 years
|
Serves as an equity portfolio counselor
|
Eugene P. Stein
|
Investment professional for 39 years in total;
38 years with Capital Research and Management Company or affiliate
|
2 years
|
Serves as an equity portfolio counselor
|
Information regarding the portfolio counselors’ compensation, their ownership of securities in the fund and other accounts they manage is in the statement of additional information.
Certain privileges and/or services described on the following pages of this prospectus and in the statement of additional information may not be available to you, depending on your investment dealer or retirement plan recordkeeper. Please see your financial adviser, investment dealer or retirement plan recordkeeper for more information.
Purchase, exchange and sale of shares
American Funds Service Company, the fund's transfer agent, on behalf of the fund and American Funds Distributors,
®
the fund's distributor, is required by law to obtain certain personal information from you or any other person(s) acting on your behalf in order to verify your or such person’s identity. If you do not provide the information, the transfer agent may not be able to open your account. If the transfer agent is unable to verify your identity or that of any other person(s) authorized to act on your behalf, or believes it has identified potentially criminal activity, the fund and American Funds Distributors reserve the right to close your account or take such other action they deem reasonable or required by law.
Purchases and exchanges
Eligible retirement plans generally may open an account and purchase Class A or
R shares by contacting any investment dealer (who may impose transaction charges in addition to those described in this prospectus) authorized to sell these classes of the fund’s shares. Some or all R share classes may not be available through certain investment dealers. Additional shares may be purchased through a plan’s administrator or recordkeeper.
Class A shares are generally not available for retirement plans using the PlanPremier
®
or Recordkeeper Direct
®
recordkeeping programs.
Class R shares are generally available only to 401(k) plans, 457 plans, 403(b) plans, profit-sharing and money purchase pension plans, defined benefit plans and nonqualified deferred compensation plans. Class R shares also are generally available only to retirement plans where plan level or omnibus accounts are held on the books of the fund. Class R-5 and R-6 shares are generally available only to fee-based programs or through retirement plan intermediaries. In addition, Class R-6 shares are available for investment by American Funds Target Date Retirement Series,
®
and Class R-5 shares are available to other registered investment companies approved by the fund. Class R shares generally are not available to retail nonretirement accounts, traditional and Roth individual retirement accounts (IRAs), Coverdell Education Savings Accounts, SEPs, SARSEPs, SIMPLE IRAs and 529 college savings plans.
Shares of the fund offered through this prospectus generally may be exchanged into shares of the same class of other American Funds. Exchanges of Class A shares from American Funds Money Market Fund
®
purchased without a sales charge generally will be subject to the appropriate sales charge.
Frequent trading of fund shares
The fund and American Funds Distributors reserve the right to reject any purchase order for any reason. The fund is not designed to serve as a vehicle for frequent trading. Frequent trading of fund shares may lead to increased costs to the fund and less efficient management of the fund’s portfolio, potentially resulting in dilution of the value of the shares held by long-term shareholders. Accordingly, purchases, including those that are part of exchange activity that the fund or American Funds Distributors has determined could involve actual or potential harm to the fund, may be rejected.
The fund, through its transfer agent, American Funds Service Company, maintains surveillance procedures that are designed to detect frequent trading in fund shares. Under these procedures, various analytics are used to evaluate factors that may be indicative of frequent trading. For example, transactions in fund shares that exceed certain monetary thresholds may be scrutinized. American Funds Service Company also may review transactions that occur close in time to other transactions in the same account or in multiple accounts under common ownership or influence. Trading activity that is identified through these procedures or as a result of any other information available to the fund will be evaluated to determine whether such activity might constitute frequent trading. These procedures may be modified from time to time as appropriate to improve the detection of frequent trading, to facilitate monitoring for frequent trading in particular retirement plans or other accounts, and to comply with applicable laws.
In addition to the fund’s broad ability to restrict potentially harmful trading as described above, the fund’s board of trustees has adopted a “purchase blocking policy” under which any shareholder redeeming shares having a value of $5,000 or more from the fund will be precluded from investing in the fund for 30 calendar days after the redemption transaction. This policy also applies to redemptions and purchases that are part of exchange transactions. Under the fund’s purchase blocking policy, certain purchases will not be prevented and certain redemptions will not trigger a purchase block, such as purchases and redemptions of shares having a value of less than $5,000; transactions in Class 529 shares; purchases and redemptions resulting from reallocations by American Funds Target Date Retirement Series
®
; retirement plan contributions, loans and distributions (including hardship withdrawals) identified as such on the retirement plan recordkeeper’s system; purchase transactions involving transfers of assets, rollovers, Roth IRA conversions and IRA recharacterizations, where the entity maintaining the shareholder account is able to identify the transaction as one of these types of transactions; and systematic redemptions and purchases, where the entity maintaining the shareholder account is able to identify the transaction as a systematic redemption or purchase. Generally, purchases and redemptions will not be considered “systematic” unless the transaction is pre-scheduled for a specific date.
The fund reserves the right to waive the purchase blocking policy with respect to specific shareholder accounts in those instances where American Funds Service Company determines that its surveillance procedures are adequate to detect frequent trading in fund shares.
American Funds Service Company will work with certain intermediaries (such as investment dealers holding shareholder accounts in street name, retirement plan record-keepers, insurance company separate accounts and bank trust companies) to apply their own procedures, provided that American Funds Service Company believes the intermediary’s procedures are reasonably designed to enforce the frequent trading policies of the fund. You should refer to disclosures provided by the intermediaries with which you have an account to determine the specific trading restrictions that apply to you.
If American Funds Service Company identifies any activity that may constitute frequent trading, it reserves the right to contact the intermediary and request that the intermediary either provide information regarding an account owner’s transactions or restrict the account owner’s trading. If American Funds Service Company is not satisfied that the intermediary has taken appropriate action, American Funds Service Company may terminate the intermediary’s ability to transact in fund shares.
There is no guarantee that all instances of frequent trading in fund shares will be prevented.
Notwithstanding the fund’s surveillance procedures and purchase blocking policy, all transactions in fund shares remain subject to the right of the fund and American Funds Distributors to restrict potentially abusive trading generally (including the types of transactions described above that will not be prevented or trigger a block under the purchase blocking policy). See the statement of additional information for more information about how American Funds Service Company may address other potentially abusive trading activity in the American Funds.
Valuing shares
The net asset value of each share class of the fund is the value of a single share. The fund calculates the net asset value each day the New York Stock Exchange is open for trading as of approximately 4 p.m. New York time, the normal close of regular trading. The fund will not calculate net asset values on days that the New York Stock Exchange is closed for trading. Assets are valued primarily on the basis of market quotations. However, the fund has adopted procedures for making “fair value” determinations if market quotations are not readily available or are not considered reliable. Use of these procedures is intended to result in more appropriate net asset values.
Your shares will be purchased at the net asset value (plus any applicable sales charge in the case of Class A shares) or sold at the net asset value next determined after American Funds Service Company receives your request, provided that your request contains all information and legal documentation necessary to process the transaction.
Moving between share classes and accounts
Please see the statement of additional information for details and limitations on moving investments in certain share classes to different share classes and on moving investments held in certain accounts to different accounts.
Fund expenses
In periods of market volatility, assets of the fund may decline significantly, causing total annual fund operating expenses (as a percentage of the value of your investment) to become higher than the numbers shown in the Annual Fund Operating Expenses table in this prospectus.
The “Other expenses” items in the table on page 1 include custodial, legal, transfer agent and subtransfer agent/recordkeeping payments, as well as various other expenses. Sub-transfer agent/recordkeeping payments may be made to the fund’s investment adviser, affiliates of the adviser and unaffiliated third parties for providing recordkeeping and other administrative services to retirement plans invested in the fund in lieu of the transfer agent providing such services. The amount paid for subtransfer agent/ recordkeeping services will vary depending on the share class selected and the entity receiving the payments. The table below shows the maximum payments to entities providing these services to retirement plans.
|
Payments to affiliated entities
|
Payments to unaffiliated entities
|
Class A
|
.05% of assets or
$12 per participant position
1
|
.05% of assets or
$12 per participant position
1
|
Class R-1
|
.10% of assets
|
.10% of assets
|
Class R-2
|
.15% of assets plus $27 per participant position
2
or .35% of assets
3
|
.25% of assets
|
Class R-3
|
.10% of assets plus $12 per participant position
2
or .19% of assets
3
|
.15% of assets
|
Class R-4
|
.10% of assets
|
.10% of assets
|
Class R-5
|
.05% of assets
|
.05% of assets
|
Class R-6
|
none
|
none
|
1
|
Payment amount depends on the date upon which services commenced.
|
2
|
Payment with respect to Recordkeeper Direct program.
|
3
|
Payment with respect to PlanPremier program.
|
Sales charges
Class A shares
The initial sales charge you pay each time you buy Class A shares differs depending upon the amount you invest and may be reduced or eliminated for larger purchases as indicated below. The “offering price,” the price you pay to buy shares, includes any applicable sales charge, which will be deducted directly from your investment. Shares acquired through reinvestment of dividends or capital gain distributions are not subject to an initial sales charge.
|
Sales charge as a
percentage of:
|
|
Investment
|
Offering
price
|
Net
amount
invested
|
Dealer
commission
as a percentage
of offering price
|
Less than $25,000
|
5.75%
|
6.10%
|
5.00%
|
$25,000 but less than $50,000
|
5.00
|
5.26
|
4.25
|
$50,000 but less than $100,000
|
4.50
|
4.71
|
3.75
|
$100,000 but less than $250,000
|
3.50
|
3.63
|
2.75
|
$250,000 but less than $500,000
|
2.50
|
2.56
|
2.00
|
$500,000 but less than $750,000
|
2.00
|
2.04
|
1.60
|
$750,000 but less than $1 million
|
1.50
|
1.52
|
1.20
|
$1 million or more and certain other investments described below
|
none
|
none
|
see below
|
The sales charge, expressed as a percentage of the offering price or the net amount invested, may be higher or lower than the percentages described in the table above due to rounding. This is because the dollar amount of the sales charge is determined by subtracting the net asset value of the shares purchased from the offering price, which is calculated to two decimal places using standard rounding criteria. The impact of rounding will vary with the size of the investment and the net asset value of the shares.
Class A share purchases not subject to sales charges
The following investments are not subject to any initial or contingent deferred sales charge if American Funds Service Company is properly notified of the nature of the investment:
·
|
investments made by accounts that are part of certain qualified fee-based programs and that purchased Class A shares before the discontinuation of your investment dealer’s load-waived Class A share program with the American Funds; and
|
·
|
certain rollover investments from retirement plans to IRAs (see “Rollovers from retirement plans to IRAs” in this prospectus for more information).
|
The distributor may pay dealers a commission of up to 1% on investments made in Class A shares with no initial sales charge. The fund may reimburse the distributor for these payments through its plans of distribution (see “Plans of distribution” in this prospectus).
Certain other investors may qualify to purchase shares without a sales charge, such as employees of investment dealers and registered investment advisers authorized to sell American Funds and employees of The Capital Group Companies, Inc. Please see the statement of additional information for more information.
Employer-sponsored retirement plans
Employer-sponsored retirement plans that are eligible to purchase Class R shares may instead purchase Class A shares and pay the applicable Class A sales charge, provided that their recordkeepers can properly apply a sales charge on plan investments. These plans are not eligible to make initial purchases of $1 million or more in Class A shares and thereby invest in Class A shares without a sales charge, nor are they eligible to establish a statement of intention that qualifies them to purchase Class A shares without a sales charge. More information about statements of intention can be found under “Sales charge reductions” in this prospectus. Plans investing in Class A shares with a sales charge may purchase additional Class A shares in accordance with the sales charge table in this prospectus.
Employer-sponsored retirement plans that invested in Class A shares without any sales charge before April 1, 2004, and that continue to meet the eligibility requirements in effect as of that date for purchasing Class A shares at net asset value, may continue to purchase Class A shares without any initial or contingent deferred sales charge.
A 403(b) plan may not invest in Class A or C shares, unless it was invested in Class A or C shares before January 1, 2009.
Class R shares
Class R shares are sold without any initial or contingent deferred sales charge. The distributor will pay dealers annually asset-based compensation of up to 1.00% for sales of Class R-1 shares, up to .75% for Class R-2 shares, up to .50% for Class R-3 shares and up to .25% for Class R-4 shares. No dealer compensation is paid from fund assets on sales of Class R-5 or R-6 shares. The fund may reimburse the distributor for these payments through its plans of distribution (see “Plans of distribution” in this prospectus).
Sales charge reductions
To receive a reduction in your Class A initial sales charge, you must let your financial adviser or American Funds Service Company know at the time you purchase shares that you qualify for such a reduction. If you do not let your adviser or American Funds Service Company know that you are eligible for a reduction, you may not receive a sales charge discount to which you are otherwise entitled.
In order to determine your eligibility to receive a sales charge discount, it may be necessary for you to provide your adviser or American Funds Service Company with information and records (including account statements) of all relevant accounts invested in the American Funds.
In addition to the information in this prospectus, you may obtain more information about share classes, sales charges and sales charge reductions through a link on the home page of the American Funds website at americanfunds.com, from the statement of additional information or from your financial adviser.
Reducing your Class A initial sales charge
Consistent with the policies described in this prospectus, two or more retirement plans of an employer or employer’s affiliates may combine all of their American Funds investments to reduce their Class A sales charge. Certain investments in the American Funds Target Date Retirement Series may also be combined for this purpose. Please see the American Funds Target Date Retirement Series prospectus for further information. However, for this purpose, investments representing direct purchases of American Funds Money Market Fund are excluded. Following are different ways that you may qualify for a reduced Class A sales charge:
Concurrent purchases
Simultaneous purchases of any class of shares of two or more American Funds (excluding American Funds Money Market Fund) may be combined to qualify for a reduced Class A sales charge.
Rights of accumulation
You may take into account your accumulated holdings in all share classes of the American Funds (excluding American Funds Money Market Fund) to determine the initial sales charge you pay on each purchase of Class A shares. Subject to your investment dealer’s or recordkeeper’s capabilities, your accumulated holdings will be calculated as the higher of (
a
) the current value of your existing holdings (as of the day prior to your additional American Funds investment) or (
b
) the amount you invested (including reinvested dividends and capital gains, but excluding capital appreciation) less any withdrawals. Please see the statement of additional information for further details. You should retain any records necessary to substantiate the historical amounts you have invested.
Statement of intention
You may reduce your Class A sales charge by establishing a statement of intention. A statement of intention allows you to combine all purchases of all share classes of the American Funds (excluding American Funds Money Market Fund) you intend to make over a 13-month period to determine the applicable sales charge; however, purchases made under a right of reinvestment, appreciation of your holdings, and reinvested dividends and capital gains do not count as purchases made during the statement period. Your accumulated holdings (as described under “Rights of accumulation” above) eligible to be aggregated as of the day immediately before the start of the statement period may be credited toward satisfying the statement. A portion of your account may be held in escrow to cover additional Class A sales charges that may be due if your total purchases over the statement period do not qualify you for the applicable sales charge reduction. Employer-sponsored retirement plans may be restricted from establishing statements of intention. See “Sales charges” in this prospectus for more information.
Right of reinvestment
If you notify American Funds Service Company, you may reinvest proceeds from a redemption, dividend payment or capital gain distribution without a sales charge in the same fund or other American Funds, provided that the reinvestment occurs within 90 days after the date of the redemption or distribution and is made into the same account from which you redeemed the shares or received the distribution. If the account has been closed, you may reinvest without a sales charge if the new receiving account has the same registration as the closed account. Proceeds will be reinvested in the same share class from which the original redemption or distribution was made. Redemption proceeds of Class A shares representing direct purchases in American Funds Money Market Fund that are reinvested in other American Funds will be subject to a sales charge.
Proceeds will be reinvested at the next calculated net asset value after your request is received by American Funds Service Company, provided that your request contains all information and legal documentation necessary to process the transaction. For purposes of this “right of reinvestment policy,” automatic transactions (including, for example, automatic purchases, withdrawals and payroll deductions) and ongoing retirement plan contributions are not eligible for investment without a sales charge. You may not reinvest proceeds in the American Funds as described in this paragraph if such proceeds are subject to a purchase block as described under “Frequent trading of fund shares” in this prospectus. This paragraph does not apply to certain rollover investments as described under “Rollovers from retirement plans to IRAs” in this prospectus.
Rollovers from retirement plans to IRAs
Assets from retirement plans may be invested in Class A, C or F shares through an IRA rollover, subject to the other provisions of this prospectus and the prospectus for nonretirement plan shareholders. More information on Class C and F shares can be found in the fund’s prospectus for nonretirement plan shareholders. Rollovers invested in Class A shares from retirement plans will be subject to applicable sales charges. The following rollovers to Class A shares will be made without a sales charge:
·
|
rollovers to IRAs from 403(b) plans with Capital Bank and Trust Company as custodian; and
|
·
|
rollovers to IRAs that are attributable to American Funds investments, if they meet the following requirements:
|
—
|
the assets being rolled over were invested in American Funds at the time of distribution; and
|
—
|
the rolled over assets are contributed to an American Funds IRA with Capital Bank and Trust Company as custodian.
|
IRA rollover assets that roll over without a sales charge as described above will not be subject to a contingent deferred sales charge, and investment dealers will be compensated solely with an annual service fee that begins to accrue immediately. IRA rollover assets invested in Class A shares that are not attributable to American Funds investments, as well as future contributions to the IRA, will be subject to sales charges and the terms and conditions generally applicable to Class A share investments as described in this prospectus and the statement of additional information.
Plans of distribution
The fund has plans of distribution or “12b-1 plans” for certain share classes, under which it may finance activities primarily intended to sell shares, provided that the categories of expenses are approved in advance by the fund’s board of trustees. The plans provide for payments, based on annualized percentages of average daily net assets, of up to .25% for Class A shares, up to 1.00% for Class R-1 and R-2 shares, up to .75% for Class R-3 shares and up to .50% for Class R-4 shares. For all share classes indicated above, up to .25% of these expenses may be used to pay service fees to qualified dealers for providing certain shareholder services. The amount remaining for each share class may be used for distribution expenses.
The 12b-1 fees paid by each share class of the fund, as a percentage of average net assets for the previous fiscal year, are indicated in the Annual Fund Operating Expenses table under “Fees and expenses of the fund” in this prospectus. Since these fees are paid out of the fund’s assets or income on an ongoing basis, over time they may cost you more than paying other types of sales charges and reduce the return of your investment.
Other compensation to dealers
American Funds Distributors, at its expense, currently provides additional compensation to investment dealers. These payments may be made, at the discretion of American Funds Distributors, to the top 100 dealers (or their affiliates) that have sold shares of the American Funds. The level of payments made to a qualifying firm in any given year will vary and in no case would exceed the sum of
(a)
.10% of the previous year’s American Funds sales by that dealer and
(b)
.02% of American Funds assets attributable to that dealer. For calendar year 2009, aggregate payments made by American Funds Distributors to dealers were less than .02% of the average assets of the American Funds. Aggregate payments may also change from year to year. A number of factors will be considered in determining payments, including the qualifying dealer’s sales, assets and redemption rates, and the quality of the dealer’s relationship with American Funds Distributors. American Funds Distributors makes these payments to help defray the costs incurred by qualifying dealers in connection with efforts to educate financial advisers about the American Funds so that they can make recommendations and provide services that are suitable and meet shareholder needs. American Funds Distributors will, on an annual basis, determine the advisability of continuing these payments. American Funds Distributors may also pay expenses associated with meetings conducted by dealers outside the top 100 firms to facilitate educating financial advisers and shareholders about the American Funds. If investment advisers, distributors or other affiliates of mutual funds pay additional compensation or other incentives in differing amounts, dealer firms and their advisers may have financial incentives for recommending a particular mutual fund over other mutual funds or investments. You should consult with your financial adviser and review carefully any disclosure by your financial adviser’s firm as to compensation received.
Distributions and taxes
Dividends and distributions
The fund intends to distribute dividends to shareholders, usually in March, June, September and December.
Capital gains, if any, are usually distributed in December. When a dividend or capital gain is distributed, the net asset value per share is reduced by the amount of the payment.
All dividends and capital gain distributions paid to retirement plan shareholders will be automatically reinvested.
Taxes on dividends and distributions
Dividends and capital gains distributed by the fund to tax-deferred retirement plan accounts are not currently taxable.
Taxes on transactions
Exchanges within a tax-deferred retirement plan account will not result in a capital gain or loss for federal or state income tax purposes. With limited exceptions, distributions from a retirement plan account are taxable as ordinary income.
Please see your tax adviser for more information.
Financial highlights
The Financial Highlights table is intended to help you understand the fund’s results for the past five fiscal years. Certain information reflects financial results for a single share of a particular class. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the fund (assuming reinvestment of all dividends and capital gain distributions). Where indicated, figures in the table reflect the impact, if any, of certain reimbursements/waivers from Capital Research and Management Company and Washington Management Corporation. For more information about these reimbursements/waivers, see the fund’s statement of additional information and annual report. The information in the Financial Highlights table has been audited by PricewaterhouseCoopers LLP, whose report, along with the fund’s financial statements, is included in the statement of additional information, which is available upon request.
|
|
Income (loss) from investment operations
1
|
Dividends and distributions
|
|
|
|
|
|
|
|
Net
asset value, beginning of year
|
Net investment income
|
Net gains
(losses) on securities
(both
realized and unrealized)
|
Total from investment operations
|
Dividends (from net investment income)
|
Distributions (from
capital
gains)
|
Total dividends
and distributions
|
Net asset value,
end of year
|
Total return
2,3
|
Net
assets,
end of
year
(in millions)
|
Ratio of
expenses
to average
net
assets
before
reim-bursements/
waivers
|
Ratio of
expenses
to average
net
assets
after
reim-bursements/
waivers
3
|
Ratio
of net income
to
average
net
assets
3
|
Class A:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
$19.81
|
$.65
|
$ 6.06
|
$ 6.71
|
$(.68)
|
$ —
|
$ (.68)
|
$25.84
|
34.29%
|
$39,349
|
.70%
|
.70%
|
2.80%
|
Year ended 4/30/2009
|
31.92
|
.64
|
(11.53)
|
(10.89)
|
(.72)
|
(.50)
|
(1.22)
|
19.81
|
(34.50)
|
34,012
|
.67
|
.65
|
2.60
|
Year ended 4/30/2008
|
36.55
|
.71
|
(2.68)
|
(1.97)
|
(.72)
|
(1.94)
|
(2.66)
|
31.92
|
(5.78)
|
60,782
|
.60
|
.58
|
2.02
|
Year ended 4/30/2007
|
32.66
|
.68
|
4.71
|
5.39
|
(.66)
|
(.84)
|
(1.50)
|
36.55
|
16.85
|
70,811
|
.60
|
.57
|
2.00
|
Year ended 4/30/2006
|
29.85
|
.66
|
3.20
|
3.86
|
(.62)
|
(.43)
|
(1.05)
|
32.66
|
13.11
|
64,202
|
.60
|
.57
|
2.13
|
Class R-1:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.68
|
.46
|
6.01
|
6.47
|
(.50)
|
—
|
(.50)
|
25.65
|
33.21
|
67
|
1.47
|
1.47
|
1.98
|
Year ended 4/30/2009
|
31.72
|
.45
|
(11.46)
|
(11.01)
|
(.53)
|
(.50)
|
(1.03)
|
19.68
|
(34.99)
|
44
|
1.43
|
1.41
|
1.85
|
Year ended 4/30/2008
|
36.33
|
.42
|
(2.66)
|
(2.24)
|
(.43)
|
(1.94)
|
(2.37)
|
31.72
|
(6.55)
|
67
|
1.42
|
1.40
|
1.20
|
Year ended 4/30/2007
|
32.48
|
.39
|
4.68
|
5.07
|
(.38)
|
(.84)
|
(1.22)
|
36.33
|
15.86
|
69
|
1.43
|
1.41
|
1.15
|
Year ended 4/30/2006
|
29.71
|
.39
|
3.17
|
3.56
|
(.36)
|
(.43)
|
(.79)
|
32.48
|
12.10
|
47
|
1.47
|
1.44
|
1.26
|
Class R-2:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.62
|
.45
|
6.01
|
6.46
|
(.49)
|
—
|
(.49)
|
25.59
|
33.23
|
694
|
1.52
|
1.52
|
1.96
|
Year ended 4/30/2009
|
31.64
|
.43
|
(11.44)
|
(11.01)
|
(.51)
|
(.50)
|
(1.01)
|
19.62
|
(35.07)
|
548
|
1.50
|
1.48
|
1.77
|
Year ended 4/30/2008
|
36.25
|
.41
|
(2.66)
|
(2.25)
|
(.42)
|
(1.94)
|
(2.36)
|
31.64
|
(6.57)
|
865
|
1.44
|
1.41
|
1.19
|
Year ended 4/30/2007
|
32.40
|
.39
|
4.68
|
5.07
|
(.38)
|
(.84)
|
(1.22)
|
36.25
|
15.91
|
985
|
1.47
|
1.41
|
1.15
|
Year ended 4/30/2006
|
29.64
|
.40
|
3.16
|
3.56
|
(.37)
|
(.43)
|
(.80)
|
32.40
|
12.13
|
812
|
1.53
|
1.41
|
1.29
|
|
|
Income (loss) from investment operations
1
|
Dividends and distributions
|
|
|
|
|
|
|
|
Net
asset value, beginning of year
|
Net investment income
|
Net gains
(losses) on securities
(both
realized and unrealized)
|
Total from investment operations
|
Dividends (from net investment income)
|
Distributions (from
capital
gains)
|
Total
dividends
and
distributions
|
Net asset value,
end of year
|
Total return
2,3
|
Net
assets,
end of
year
(in
millions)
|
Ratio of
expenses
to average
net
assets
before
reim-bursements/
waivers
|
Ratio of
expenses
to average
net
assets
after
reim-bursements/
waivers
3
|
Ratio
of net income
to
average
net
assets
3
|
Class R-3:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
$19.70
|
$.57
|
$ 6.02
|
$ 6.59
|
$(.60)
|
$ —
|
$ (.60)
|
$25.69
|
33.85%
|
$1,280
|
1.03%
|
1.03%
|
2.45%
|
Year ended 4/30/2009
|
31.76
|
.56
|
(11.48)
|
(10.92)
|
(.64)
|
(.50)
|
(1.14)
|
19.70
|
(34.72)
|
1,010
|
.97
|
.95
|
2.29
|
Year ended 4/30/2008
|
36.38
|
.58
|
(2.67)
|
(2.09)
|
(.59)
|
(1.94)
|
(2.53)
|
31.76
|
(6.13)
|
1,827
|
.95
|
.93
|
1.67
|
Year ended 4/30/2007
|
32.51
|
.55
|
4.70
|
5.25
|
(.54)
|
(.84)
|
(1.38)
|
36.38
|
16.45
|
2,199
|
.96
|
.93
|
1.63
|
Year ended 4/30/2006
|
29.73
|
.54
|
3.18
|
3.72
|
(.51)
|
(.43)
|
(.94)
|
32.51
|
12.68
|
1,878
|
.97
|
.94
|
1.75
|
Class R-4:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.75
|
.64
|
6.04
|
6.68
|
(.67)
|
—
|
(.67)
|
25.76
|
34.29
|
1,121
|
.72
|
.72
|
2.75
|
Year ended 4/30/2009
|
31.83
|
.63
|
(11.50)
|
(10.87)
|
(.71)
|
(.50)
|
(1.21)
|
19.75
|
(34.52)
|
782
|
.69
|
.67
|
2.59
|
Year ended 4/30/2008
|
36.46
|
.68
|
(2.68)
|
(2.00)
|
(.69)
|
(1.94)
|
(2.63)
|
31.83
|
(5.87)
|
1,125
|
.67
|
.65
|
1.95
|
Year ended 4/30/2007
|
32.57
|
.65
|
4.72
|
5.37
|
(.64)
|
(.84)
|
(1.48)
|
36.46
|
16.82
|
1,213
|
.67
|
.64
|
1.92
|
Year ended 4/30/2006
|
29.78
|
.64
|
3.18
|
3.82
|
(.60)
|
(.43)
|
(1.03)
|
32.57
|
13.00
|
1,013
|
.68
|
.65
|
2.06
|
Class R-5:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.80
|
.72
|
6.05
|
6.77
|
(.74)
|
—
|
(.74)
|
25.83
|
34.62
|
868
|
.42
|
.42
|
3.08
|
Year ended 4/30/2009
|
31.92
|
.70
|
(11.53)
|
(10.83)
|
(.79)
|
(.50)
|
(1.29)
|
19.80
|
(34.31)
|
1,129
|
.39
|
.37
|
2.91
|
Year ended 4/30/2008
|
36.55
|
.78
|
(2.67)
|
(1.89)
|
(.80)
|
(1.94)
|
(2.74)
|
31.92
|
(5.57)
|
1,319
|
.37
|
.35
|
2.24
|
Year ended 4/30/2007
|
32.65
|
.76
|
4.72
|
5.48
|
(.74)
|
(.84)
|
(1.58)
|
36.55
|
17.15
|
1,154
|
.37
|
.35
|
2.22
|
Year ended 4/30/2006
|
29.85
|
.73
|
3.19
|
3.92
|
(.69)
|
(.43)
|
(1.12)
|
32.65
|
13.34
|
883
|
.38
|
.35
|
2.34
|
Class R-6:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.95
|
.71
|
5.93
|
6.64
|
(.74)
|
—
|
(.74)
|
25.85
|
33.79
|
807
|
.37
|
.37
|
3.03
|
|
Year ended April 30
|
|
2010
|
2009
|
2008
|
2007
|
2006
|
Portfolio turnover rate for all classes of shares
|
22%
|
39%
|
18%
|
19%
|
13%
|
1
|
Based on average shares outstanding.
|
2
|
Total returns exclude any applicable sales charges
|
3
|
This column reflects the impact, if any, of certain reimbursements/waivers from Capital Research and Management Company and Washington Management Corporation. During the years shown, Capital Research and Management Company and Washington Management Corporation reduced fees for investment advisory and business management services. In addition, during some of the years shown, Capital Research and Management Company paid a portion of the fund’s transfer agent fees for certain retirement plan share classes.
|
Notes
Notes
|
|
|
|
|
For shareholder services
|
American Funds Service Company
800/421-0180
|
|
|
For retirement plan services
|
Call your employer or plan administrator
|
|
|
For 24-hour information
|
americanfunds.com
For Class R share information, visit
AmericanFundsRetirement.com
|
|
|
Telephone calls you have with American Funds may be monitored or recorded for quality assurance, verification and recordkeeping purposes. By speaking to American Funds on the telephone, you consent to such monitoring and recording.
|
|
|
|
|
Multiple translations
This prospectus may be translated into other languages. If there is any inconsistency or ambiguity in the meaning of any translated word or phrase, the English text will prevail.
Annual/Semi-annual report to shareholders
The shareholder reports contain additional information about the fund, including financial statements, investment results, portfolio holdings, a discussion of market conditions and the fund’s investment strategies and the independent registered public accounting firm’s report (in the annual report).
Statement of additional information (SAI) and codes of ethics
The current SAI, as amended from time to time, contains more detailed information about the fund, including the fund’s financial statements, and is incorporated by reference into this prospectus. This means that the current SAI, for legal purposes, is part of this prospectus. The codes of ethics describe the personal investing policies adopted by the fund, the fund's business manager, the fund’s investment adviser and its affiliated companies.
The codes of ethics and current SAI are on file with the U.S. Securities and Exchange Commission (SEC). These and other related materials about the fund are available for review or to be copied at the SEC’s Public Reference Room in Washington, D.C. (202/551-8090), on the EDGAR database on the SEC’s website at sec.gov or, after payment of a duplicating fee, via e-mail request to publicinfo@sec.gov or by writing to the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. The codes of ethics, current SAI and shareholder reports are also available, free of charge, on our website, americanfunds.com.
E-delivery and household mailings
Each year you are automatically sent an updated summary prospectus and annual and semi-annual reports for the fund. You may also occasionally receive proxy statements for the fund. In order to reduce the volume of mail you receive, when possible, only one copy of these documents will be sent to shareholders who are part of the same family and share the same household address. You may elect to receive these documents electronically in lieu of paper form by enrolling in e-delivery on our website, americanfunds.com.
If you would like to opt out of household-based mailings or receive a complimentary copy of the current SAI, codes of ethics or annual/semi-annual report to shareholders please call American Funds Service Company at 800/421-0180 or write to the secretary of the fund at 1101 Vermont Avenue, NW, Washington, D.C. 20005.
Securities Investor Protection Corporation (SIPC)
Shareholders may obtain information about SIPC
®
on its website at sipc.org or by calling 202/371-8300.
RPGEPR-901-0710P Litho in USA CGD/RRD/8045
|
Investment Company File No. 811-00604
|
The Capital Group Companies
|
|
American Funds
|
Capital Research and Management
|
Capital International
|
Capital Guardian
|
Capital Bank and Trust
|
THE FUND PROVIDES SPANISH TRANSLATION IN CONNECTION WITH THE PUBLIC OFFERING AND SALE OF ITS SHARES.
THE FOLLOWING IS A FAIR AND ACCURATE ENGLISH TRANSLATION OF A SPANISH LANGUAGE PROSPECTUS FOR THE FUND.
/s/ JENNIFER L. BUTLER, JENNIFER L. BUTLER SECRETARY
..
Washington Mutual
Investors Fund
SM
|
Class
A
R-1
R-2
|
Ticker
AWSHX
RWMAX
RWMBX
|
R-3
R-4
R-5
R-6
|
RWMCX
RWMEX
RWMFX
RWMGX
|
|
|
|
|
|
|
Retirement plan prospectus
|
|
|
July 1, 2010
|
|
|
Table of contents
|
|
|
|
|
Fees and expenses of the fund 1
Principal investment strategies 3
Principal risks 3
Management 6
Purchase and sale of fund shares 7
Tax information 7
Payments to broker-dealers and other financial intermediaries 7
Investment objective, strategies and risks 8
|
|
Additional investment results 10
Management and organization 11
Purchase, exchange and sale of shares 15
Sales charges 19
Sales charge reductions 21
Rollovers from retirement plans to IRAs 23
Other compensation to dealers 24
Distributions and taxes 25
Financial highlights 26
|
|
|
The Securities and Exchange Commission has not approved or disapproved of these securities. Further, it has not determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
|
|
[This page is intentionally left blank for this filing.]
The fund’s investment objective is to produce income and to provide an opportunity for growth of principal consistent with sound common stock investing.
F
ees and expenses of the fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for a Class A sales charge discount if you and your family invest, or agree to invest in the future, at least $25,000 in American Funds. More information about these and other discounts is available from your financial professional and in the “Sales charge reductions” section on page 21 of the retirement plan prospectus and in the “Sales charge reductions and waivers” section on page 62 of the fund’s statement of additional information.
(fees paid directly from your investment)
|
Class A
|
All R share classes
|
Maximum sales charge (load) imposed on purchases
(as a percentage of offering price)
|
5.75%
|
none
|
Maximum deferred sales charge (load)
(as a percentage of the amount redeemed)
|
none
|
none
|
Maximum sales charge (load) imposed
on reinvested dividends
|
none
|
none
|
Redemption or exchange fees
|
none
|
none
|
Annual fund operating expenses
(expenses that you pay each year as a percentage of the
value of your investment)
|
Share classes
|
|
A
|
R-1
|
R-2
|
R-3
|
R-4
|
R-5
|
R-6
|
Management fees
|
0.29%
|
0.29%
|
0.29%
|
0.29%
|
0.29%
|
0.29%
|
0.29%
|
Distribution and/or service (12b-1) fees
|
0.23
|
0.99
|
0.75
|
0.50
|
0.25
|
none
|
none
|
Other expenses
|
0.18
|
0.19
|
0.48
|
0.24
|
0.18
|
0.13
|
0.08
|
Total annual fund operating expenses
|
0.70
|
1.47
|
1.52
|
1.03
|
0.72
|
0.42
|
0.37
|
Example
This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Share classes
|
1 year
|
3 years
|
5 years
|
10 years
|
A
|
$642
|
$786
|
$942
|
$1,395
|
R-1
|
150
|
465
|
803
|
1,757
|
R-2
|
155
|
480
|
829
|
1,813
|
R-3
|
105
|
328
|
569
|
1,259
|
R-4
|
74
|
230
|
401
|
894
|
R-5
|
43
|
135
|
235
|
530
|
R-6
|
38
|
119
|
208
|
468
|
Portfolio turnover
The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 22% of the average value of its portfolio.
Principal investment strategies
The fund invests primarily in common stocks of established companies that are listed on, or meet the financial listing requirements of, the New York Stock Exchange and have a strong record of earnings and dividends. The fund strives to accomplish its objective through fundamental research, careful selection and broad diversification. In the selection of common stocks and other securities for investment, current and potential yield as well as the potential for long-term capital appreciation are considered. The fund seeks to provide an above-average yield in its quarterly income distribution in relation to Standard & Poor’s 500 Composite Index (a broad, unmanaged index). The fund strives to maintain a fully invested, diversified portfolio, consisting primarily of high-quality common stocks.
The fund has Investment Standards originally based upon criteria established by the United States District Court for the District of Columbia for determining eligibility under the Court's Legal List procedure, which was in effect for many years. The fund has an "Eligible List" — based on the Investment Standards and approved by the fund’s board of trustees — of investments considered appropriate for a prudent investor seeking opportunities for income and growth of principal consistent with common stock investing. The investment adviser is required to select the fund's investments exclusively from the Eligible List. The investment adviser monitors the Eligible List and makes recommendations to the board of trustees regarding changes necessary for continued compliance with the fund’s Investment Standards.
The investment adviser uses a system of multiple portfolio counselors in managing the fund’s assets. Under this approach, the portfolio of the fund is divided into segments managed by individual counselors who decide how their respective segments will be invested.
The fund relies on the professional judgment of its investment adviser to make decisions about the fund’s portfolio investments. The basic investment philosophy of the investment adviser is to seek to invest in attractively valued companies that, in its opinion, represent good, long-term investment opportunities. The investment adviser believes that an important way to accomplish this is through fundamental analysis, which may include meeting with company executives and employees, suppliers, customers and competitors. Securities may be sold when the investment adviser believes that they no longer represent relatively attractive investment opportunities.
Principal risks
You may lose money by investing in the fund. The likelihood of loss may be greater if you invest for a shorter period of time.
Investors in the fund should have a long-term perspective and be able to tolerate potentially sharp declines in value.
Market risks
— The prices of, and the income generated by, the common stocks and other securities held by the fund may decline in response to certain events taking place around the world, including those directly involving the issuers whose securities are owned by the fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate and commodity price fluctuations.
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.
Investment results
The bar chart below shows how the fund’s investment results have varied from year to year, and the table on page 5 shows how the fund’s average annual total returns for various periods compare with different broad measures of market results. Lipper Growth & Income Funds Index includes the fund and other mutual funds that disclose investment objectives that are reasonably comparable to those of the fund. This information provides some indication of the risks of investing in the fund. Past results are not predictive of future results. Updated information on the fund’s results can be obtained by visiting americanfunds.com.
Highest/Lowest quarterly results during this time period were:
Highest
15.94% (quarter ended June 30, 2003)
Lowest
–20.22% (quarter ended December 31, 2008)
The fund’s total return for the three months ended March 31, 2010, was 3.94%.
Average annual total returns
For the periods ended December 31, 2009 (with maximum sales charge):
Share class
|
Inception date
|
1 year
|
5 years
|
10 years
|
Lifetime
|
A
|
7/31/1952
|
12.12%
|
–0.95%
|
2.20%
|
11.62%
|
Share classes
|
Inception date
|
1 year
|
5 years
|
Lifetime
|
|
R-1
|
5/29/2002
|
18.10%
|
–0.59%
|
1.29%
|
|
R-2
|
5/31/2002
|
18.03
|
–0.60
|
1.32
|
|
R-3
|
6/4/2002
|
18.62
|
–0.11
|
2.11
|
|
R-4
|
5/20/2002
|
19.02
|
0.18
|
1.95
|
|
R-5
|
5/15/2002
|
19.40
|
0.48
|
2.23
|
|
Indexes
|
1 year
|
5 years
|
10 years
|
Lifetime
(from Class A
inception)
|
S &P 500
(reflects no deductions for fees, expenses or taxes)
|
26.47%
|
0.42%
|
–0.95%
|
10.43%
|
Lipper Growth & Income Funds Index
(reflects no deductions for fees or taxes)
|
29.10
|
0.75
|
1.20
|
N/A
|
Class A annualized 30-day yield at April 30, 2010: 2.40%
(For current yield information, please call American FundsLine
®
at 800/325-3590.)
|
Management
Investment adviser
Capital Research and Management Company
Portfolio counselors
The individuals primarily responsible for the portfolio management of the fund are:
Portfolio counselor/
Fund title
(if applicable)
|
Portfolio counselor
experience
in this fund
|
Primary title
with investment adviser
|
Alan N. Berro
|
13 years
|
Senior Vice President -
Capital World Investors
|
James K. Dunton
|
32 years
|
Senior Vice President -
Capital Research Global Investors
|
Gregory D. Johnson
|
9 years
|
Senior Vice President -
Capital World Investors
|
Jeffrey T. Lager
|
6 years
|
Senior Vice President -
Capital World Investors
|
Robert G. O’Donnell
|
18 years
|
Senior Vice President -
Capital World Investors
|
James F. Rothenberg
|
11 years
|
Chairman of the Board,
Capital Research and Management Company
|
Ronald B. Morrow
|
5 years
|
Senior Vice President -
Capital World Investors
|
Eugene P. Stein
|
2 years
|
Senior Vice President -
Capital World Investors
|
Purchase and sale of fund shares
Eligible retirement plans generally may open an account and purchase Class A or R shares by contacting any investment dealer authorized to sell these classes of the fund’s shares. Investment dealers may impose transaction charges in addition to those described in this prospectus.
Please contact your plan administrator or recordkeeper in order to sell (redeem) shares from your retirement plan.
Tax information
Dividends and capital gains distributed by the fund to tax-deferred retirement plan accounts are not currently taxable.
Payments to broker-dealers and other financial intermediaries
If you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and the fund’s distributor or its affiliates may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.
Investment objective, strategies and risks
The fund’s investment objective is to produce income and to provide an opportunity for growth of principal consistent with sound common stock investing.
The fund strives to accomplish its objective through fundamental research, careful selection and broad diversification. In the selection of common stocks and other securities for investment, current and potential yield as well as the potential for long-term capital appreciation are considered. The fund seeks to provide an above-average yield in its quarterly income distribution in relation to Standard & Poor’s 500 Composite Index (a broad, unmanaged index). The fund strives to maintain a fully invested, diversified portfolio, consisting primarily of high-quality common stocks.
The fund has Investment Standards originally based upon criteria established by the United States District Court for the District of Columbia for determining eligibility under the Court's Legal List procedure, which was in effect for many years. The fund has an "Eligible List" — based on the Investment Standards and approved by the fund’s board of trustees — of investments considered appropriate for a prudent investor seeking opportunities for income and growth of principal consistent with common stock investing. The investment adviser is required to select the fund's investments exclusively from the Eligible List. The investment adviser monitors the Eligible List and makes recommendations to the board of trustees regarding changes necessary for continued compliance with the fund’s Investment Standards .
The fund is designed to provide fiduciaries, organizations, institutions and individuals with a convenient and prudent medium of investment in common stocks and securities convertible into common stocks, such as convertible bonds and debentures and convertible preferred stocks, that meet the fund’s criteria for investing. It is especially designed to serve those individuals who are charged with the responsibility of investing retirement plan trusts, other fiduciary-type reserves or family funds but who are reluctant to undertake the selection and supervision of individual stocks.
Investors in the fund should have a long-term perspective and be able to tolerate potentially sharp declines in value.
The prices of, and the income generated by, the common stocks and other securities held by the fund may decline in response to certain events taking place around the world, including those directly involving the issuers whose securities are owned by the fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate and commodity price fluctuations.
Although the fund’s policy is to maintain at all times a fully invested and widely diversified portfolio of securities, the fund may hold, to a limited extent, short-term U.S. government securities, other money market instruments, cash and cash equivalents.
The fund’s investment results will depend on the ability of the fund’s investment adviser to navigate the risks discussed above.
In addition to the principal investment strategies described above, the fund has other non-principal investment practices that are described in the statement of additional information. You should consider how this fund fits into your overall investment program.
Additional investment results
Unlike the table on page 5, the table below reflects the fund’s results calculated without a sales charge.
Average annual total returns
For the periods ended December 31, 2009 (without sales charge):
Share class
|
Inception date
|
1 year
|
5 years
|
10 years
|
Lifetime
|
A
|
7/31/1952
|
18.99%
|
0.23%
|
2.81%
|
11.74%
|
Share classes
(before taxes)
|
Inception date
|
1 year
|
5 years
|
Lifetime
|
|
R-1
|
5/29/2002
|
18.10%
|
–0.59%
|
1.29%
|
|
R-2
|
5/31/2002
|
18.03
|
–0.60
|
1.32
|
|
R-3
|
6/4/2002
|
18.62
|
–0.11
|
2.11
|
|
R-4
|
5/20/2002
|
19.02
|
0.18
|
1.95
|
|
R-5
|
5/15/2002
|
19.40
|
0.48
|
2.23
|
|
Indexes
|
1 year
|
5 years
|
10 years
|
Lifetime
(from Class A
inception)
|
S&P 500
(reflects no deductions for fees, expenses or taxes)
|
26.47%
|
0.42%
|
–0.95%
|
10.43%
|
Lipper Growth & Income Funds Index
(reflects no deductions for fees or taxes)
|
29.10
|
0.75
|
1.20
|
N/A
|
Class A distribution rate at December 31, 2009: 2.86%
*
(For current distribution rate information, please call American FundsLine at 800/325-3590.)
|
*
|
The distribution rate is based on actual dividends paid to Class A shareholders over a 12-month period. Capital gain distributions, if any, are added back to net asset value to determine the rate.
|
The investment results tables above and on page 5 show how the fund’s average annual total returns compare with various broad measures of market results. Standard & Poor’s 500 Composite Index is a market capitalization-weighted index based on the average weighted results of 500 widely held common stocks. This index is unmanaged and its results include reinvested dividends and/or distributions, but do not reflect the effect of sales charges, commissions, expenses or taxes. Lipper Growth & Income Funds Index is an equally weighted index of funds that combine a growth-of-earnings orientation and an income requirement for level and/or rising dividends. The results of the underlying funds in the index include the reinvestment of dividends and capital gain distributions, as well as brokerage commissions paid by the funds for portfolio transactions and other fund expenses, but do not reflect the effect of sales charges or taxes. This index was not in existence as of the date the fund's Class A shares became available; therefore, lifetime results are not shown.
All fund results reflected in the “Investment results” section of this prospectus and this “Additional investment results” section reflect the reinvestment of dividends and capital gain distributions, if any. Unless otherwise noted, fund results reflect any fee waivers and/or expense reimbursements in effect during the period presented.
Management and organization
Business manager
Washington Management Corporation or its predecessors, since the fund’s inception, has provided the services necessary to carry on the fund’s general administrative and corporate affairs. These services encompass matters relating to general corporate governance, regulatory compliance and monitoring of the fund’s contractual service providers, including custodian operations, shareholder services and fund share distribution functions. Washington Management Corporation, a wholly owned subsidiary of The Johnston-Lemon Group, Incorporated, maintains its principal business address at 1101 Vermont Avenue, NW, Washington, D.C. 20005.
Investment adviser
Capital Research and Management Company, an experienced investment management organization founded in 1931, serves as investment adviser to the fund and other funds, including the American Funds. Capital Research and Management Company is a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at 333 South Hope Street, Los Angeles, California 90071, and 6455 Irvine Center Drive, Irvine, California 92618. Capital Research and Management Company manages the investment portfolio of the fund. The total management fee paid by the fund, as a percentage of average net assets, for the previous fiscal year appears in the Annual Fund Operating Expenses table under “Fees and expenses of the fund.” Please see the statement of additional information for further details. A discussion regarding the basis for the approval of the fund’s investment advisory agreement by the fund’s board of trustees is contained in the fund’s semi-annual report to shareholders for the fiscal period ended October 31, 2009.
Capital Research and Management Company manages equity assets through two investment divisions, Capital World Investors and Capital Research Global Investors, and manages fixed-income assets through its Fixed Income division. Capital World Investors and Capital Research Global Investors make investment decisions on an independent basis.
Rather than remain as investment divisions, Capital World Investors and Capital Research Global Investors may be incorporated into wholly owned subsidiaries of Capital Research and Management Company. In that event, Capital Research and Management Company would continue to be the investment adviser, and day-to-day investment management of equity assets would continue to be carried out through one or both of these subsidiaries. Although not currently contemplated, Capital Research and Management Company could incorporate its Fixed Income division in the future and engage it to provide day-to-day investment management of fixed-income assets. Capital Research and Management Company and each of the funds it advises have applied to the U.S. Securities and Exchange Commission for an exemptive order that would give Capital Research and Management Company the authority to use, upon approval of the fund’s board, its management subsidiaries and affiliates to provide day-to-day investment management services to the fund, including making changes to the management subsidiaries and affiliates providing such services. The fund’s shareholders approved this arrangement at a meeting of the fund’s shareholders on November 24, 2009. There is no assurance that Capital Research and Management Company will incorporate its investment divisions or exercise any authority, if granted, under an exemptive order.
Execution of portfolio transactions
The investment adviser places orders with broker-dealers for the fund’s portfolio transactions. In selecting broker-dealers, the investment adviser strives to obtain “best execution” (the most favorable total price reasonably attainable under the circumstances) for the fund’s portfolio transactions, taking into account a variety of factors. Subject to best execution, the investment adviser may consider investment research and/or brokerage services provided to the adviser in placing orders for the fund’s portfolio transactions. The investment adviser may place orders for the fund’s portfolio transactions with broker-dealers who have sold shares of funds managed by the investment adviser or its affiliated companies; however, it does not give consideration to whether a broker-dealer has sold shares of the funds managed by the investment adviser or its affiliated companies when placing any such orders for the fund’s portfolio transactions. A more detailed description of the investment adviser’s policies is included in the fund’s statement of additional information.
Portfolio holdings
Portfolio holdings information for the fund is available on the American Funds website at americanfunds.com. To reach this information, access the fund’s detailed information page on the website. A list of the fund’s top 10 equity holdings, updated as of each month-end, is generally posted to this page within 14 days after the end of the applicable month. A link to the fund’s complete list of publicly disclosed portfolio holdings, updated as of each calendar quarter-end, is generally posted to this page within 45 days after the end of the applicable quarter. Both lists remain available on the website until new information for the next month or quarter is posted. Portfolio holdings information for the fund is also contained in reports filed with the U.S. Securities and Exchange Commission.
A description of the fund’s policies and procedures regarding disclosure of information about its portfolio holdings is available in the statement of additional information.
Multiple portfolio counselor system
Capital Research and Management Company uses a system of multiple portfolio counselors in managing mutual fund assets. Under this approach, the portfolio of a fund is divided into segments managed by individual counselors who decide how their respective segments will be invested. In addition, Capital Research and Management Company’s investment analysts may make investment decisions with respect to a portion of a fund’s portfolio. Investment decisions are subject to a fund’s objective(s), policies and restrictions and the oversight of the appropriate investment-related committees of Capital Research and Management Company and its investment divisions. The table below shows the investment experience and role in management of the fund for each of the fund’s primary portfolio counselors.
Portfolio counselor
|
Investment
experience
|
Experience
in this fund
|
Role in
management
of the fund
|
Alan N. Berro
|
Investment professional for 24 years in total;
19 years with Capital Research and Management Company or affiliate
|
13 years
(plus 6 years of
prior experience
as an
investment analyst
for the fund)
|
Serves as an equity portfolio counselor
|
James K. Dunton
|
Investment professional for 48 years, all with Capital Research and Management Company or affiliate
|
32 years
(plus 7 years of
prior experience
as an
investment analyst
for the fund)
|
Serves as an equity portfolio counselor
|
Gregory D. Johnson
|
Investment professional for 17 years, all with Capital Research and Management Company or affiliate
|
9 years
(plus 7 years of
prior experience
as an
investment analyst
for the fund)
|
Serves as an equity portfolio counselor
|
Jeffrey T. Lager
|
Investment professional for 15 years in total;
14 years with Capital Research and Management Company or affiliate
|
6 years
(plus 7 years of
prior experience
as an
investment analyst
for the fund)
|
Serves as an equity portfolio counselor
|
Portfolio counselor
|
Investment
experience
|
Experience
in this fund
|
Role in
management
of the fund
|
Robert G. O’Donnell
|
Investment professional for 38 years in total;
35 years with Capital Research and Management Company or affiliate
|
18 years
(plus 17 years of
prior experience
as an
investment analyst
for the fund)
|
Serves as an equity portfolio counselor
|
James F. Rothenberg
|
Investment professional for 40 years, all with Capital Research and Management Company or affiliate
|
11 years
(plus 9 years of
prior experience
as an
investment analyst
for the fund)
|
Serves as an equity portfolio counselor
|
Ronald B. Morrow
|
Investment professional for 42 years in total;
13 years with Capital Research and Management Company or affiliate
|
5 years
|
Serves as an equity portfolio counselor
|
Eugene P. Stein
|
Investment professional for 39 years in total;
38 years with Capital Research and Management Company or affiliate
|
2 years
|
Serves as an equity portfolio counselor
|
Information regarding the portfolio counselors’ compensation, their ownership of securities in the fund and other accounts they manage is in the statement of additional information.
Certain privileges and/or services described on the following pages of this prospectus and in the statement of additional information may not be available to you, depending on your investment dealer or retirement plan recordkeeper. Please see your financial adviser, investment dealer or retirement plan recordkeeper for more information.
Purchase, exchange and sale of shares
American Funds Service Company, the fund's transfer agent, on behalf of the fund and American Funds Distributors,
®
the fund's distributor, is required by law to obtain certain personal information from you or any other person(s) acting on your behalf in order to verify your or such person’s identity. If you do not provide the information, the transfer agent may not be able to open your account. If the transfer agent is unable to verify your identity or that of any other person(s) authorized to act on your behalf, or believes it has identified potentially criminal activity, the fund and American Funds Distributors reserve the right to close your account or take such other action they deem reasonable or required by law.
Purchases and exchanges
Eligible retirement plans generally may open an account and purchase Class A or
R shares by contacting any investment dealer (who may impose transaction charges in addition to those described in this prospectus) authorized to sell these classes of the fund’s shares. Some or all R share classes may not be available through certain investment dealers. Additional shares may be purchased through a plan’s administrator or recordkeeper.
Class A shares are generally not available for retirement plans using the PlanPremier
®
or Recordkeeper Direct
®
recordkeeping programs.
Class R shares are generally available only to 401(k) plans, 457 plans, 403(b) plans, profit-sharing and money purchase pension plans, defined benefit plans and nonqualified deferred compensation plans. Class R shares also are generally available only to retirement plans where plan level or omnibus accounts are held on the books of the fund. Class R-5 and R-6 shares are generally available only to fee-based programs or through retirement plan intermediaries. In addition, Class R-6 shares are available for investment by American Funds Target Date Retirement Series,
®
and Class R-5 shares are available to other registered investment companies approved by the fund. Class R shares generally are not available to retail nonretirement accounts, traditional and Roth individual retirement accounts (IRAs), Coverdell Education Savings Accounts, SEPs, SARSEPs, SIMPLE IRAs and 529 college savings plans.
Shares of the fund offered through this prospectus generally may be exchanged into shares of the same class of other American Funds. Exchanges of Class A shares from American Funds Money Market Fund
®
purchased without a sales charge generally will be subject to the appropriate sales charge.
Frequent trading of fund shares
The fund and American Funds Distributors reserve the right to reject any purchase order for any reason. The fund is not designed to serve as a vehicle for frequent trading. Frequent trading of fund shares may lead to increased costs to the fund and less efficient management of the fund’s portfolio, potentially resulting in dilution of the value of the shares held by long-term shareholders. Accordingly, purchases, including those that are part of exchange activity that the fund or American Funds Distributors has determined could involve actual or potential harm to the fund, may be rejected.
The fund, through its transfer agent, American Funds Service Company, maintains surveillance procedures that are designed to detect frequent trading in fund shares. Under these procedures, various analytics are used to evaluate factors that may be indicative of frequent trading. For example, transactions in fund shares that exceed certain monetary thresholds may be scrutinized. American Funds Service Company also may review transactions that occur close in time to other transactions in the same account or in multiple accounts under common ownership or influence. Trading activity that is identified through these procedures or as a result of any other information available to the fund will be evaluated to determine whether such activity might constitute frequent trading. These procedures may be modified from time to time as appropriate to improve the detection of frequent trading, to facilitate monitoring for frequent trading in particular retirement plans or other accounts, and to comply with applicable laws.
In addition to the fund’s broad ability to restrict potentially harmful trading as described above, the fund’s board of trustees has adopted a “purchase blocking policy” under which any shareholder redeeming shares having a value of $5,000 or more from the fund will be precluded from investing in the fund for 30 calendar days after the redemption transaction. This policy also applies to redemptions and purchases that are part of exchange transactions. Under the fund’s purchase blocking policy, certain purchases will not be prevented and certain redemptions will not trigger a purchase block, such as purchases and redemptions of shares having a value of less than $5,000; transactions in Class 529 shares; purchases and redemptions resulting from reallocations by American Funds Target Date Retirement Series
®
; retirement plan contributions, loans and distributions (including hardship withdrawals) identified as such on the retirement plan recordkeeper’s system; purchase transactions involving transfers of assets, rollovers, Roth IRA conversions and IRA recharacterizations, where the entity maintaining the shareholder account is able to identify the transaction as one of these types of transactions; and systematic redemptions and purchases, where the entity maintaining the shareholder account is able to identify the transaction as a systematic redemption or purchase. Generally, purchases and redemptions will not be considered “systematic” unless the transaction is pre-scheduled for a specific date.
The fund reserves the right to waive the purchase blocking policy with respect to specific shareholder accounts in those instances where American Funds Service Company determines that its surveillance procedures are adequate to detect frequent trading in fund shares.
American Funds Service Company will work with certain intermediaries (such as investment dealers holding shareholder accounts in street name, retirement plan record-keepers, insurance company separate accounts and bank trust companies) to apply their own procedures, provided that American Funds Service Company believes the intermediary’s procedures are reasonably designed to enforce the frequent trading policies of the fund. You should refer to disclosures provided by the intermediaries with which you have an account to determine the specific trading restrictions that apply to you.
If American Funds Service Company identifies any activity that may constitute frequent trading, it reserves the right to contact the intermediary and request that the intermediary either provide information regarding an account owner’s transactions or restrict the account owner’s trading. If American Funds Service Company is not satisfied that the intermediary has taken appropriate action, American Funds Service Company may terminate the intermediary’s ability to transact in fund shares.
There is no guarantee that all instances of frequent trading in fund shares will be prevented.
Notwithstanding the fund’s surveillance procedures and purchase blocking policy, all transactions in fund shares remain subject to the right of the fund and American Funds Distributors to restrict potentially abusive trading generally (including the types of transactions described above that will not be prevented or trigger a block under the purchase blocking policy). See the statement of additional information for more information about how American Funds Service Company may address other potentially abusive trading activity in the American Funds.
Valuing shares
The net asset value of each share class of the fund is the value of a single share. The fund calculates the net asset value each day the New York Stock Exchange is open for trading as of approximately 4 p.m. New York time, the normal close of regular trading. The fund will not calculate net asset values on days that the New York Stock Exchange is closed for trading. Assets are valued primarily on the basis of market quotations. However, the fund has adopted procedures for making “fair value” determinations if market quotations are not readily available or are not considered reliable. Use of these procedures is intended to result in more appropriate net asset values.
Your shares will be purchased at the net asset value (plus any applicable sales charge in the case of Class A shares) or sold at the net asset value next determined after American Funds Service Company receives your request, provided that your request contains all information and legal documentation necessary to process the transaction.
Moving between share classes and accounts
Please see the statement of additional information for details and limitations on moving investments in certain share classes to different share classes and on moving investments held in certain accounts to different accounts.
Fund expenses
In periods of market volatility, assets of the fund may decline significantly, causing total annual fund operating expenses (as a percentage of the value of your investment) to become higher than the numbers shown in the Annual Fund Operating Expenses table in this prospectus.
The “Other expenses” items in the table on page 1 include custodial, legal, transfer agent and subtransfer agent/recordkeeping payments, as well as various other expenses. Sub-transfer agent/recordkeeping payments may be made to the fund’s investment adviser, affiliates of the adviser and unaffiliated third parties for providing recordkeeping and other administrative services to retirement plans invested in the fund in lieu of the transfer agent providing such services. The amount paid for subtransfer agent/ recordkeeping services will vary depending on the share class selected and the entity receiving the payments. The table below shows the maximum payments to entities providing these services to retirement plans.
|
Payments to affiliated entities
|
Payments to unaffiliated entities
|
Class A
|
.05% of assets or
$12 per participant position
1
|
.05% of assets or
$12 per participant position
1
|
Class R-1
|
.10% of assets
|
.10% of assets
|
Class R-2
|
.15% of assets plus $27 per participant position
2
or .35% of assets
3
|
.25% of assets
|
Class R-3
|
.10% of assets plus $12 per participant position
2
or .19% of assets
3
|
.15% of assets
|
Class R-4
|
.10% of assets
|
.10% of assets
|
Class R-5
|
.05% of assets
|
.05% of assets
|
Class R-6
|
none
|
none
|
1
|
Payment amount depends on the date upon which services commenced.
|
2
|
Payment with respect to Recordkeeper Direct program.
|
3
|
Payment with respect to PlanPremier program.
|
Sales charges
Class A shares
The initial sales charge you pay each time you buy Class A shares differs depending upon the amount you invest and may be reduced or eliminated for larger purchases as indicated below. The “offering price,” the price you pay to buy shares, includes any applicable sales charge, which will be deducted directly from your investment. Shares acquired through reinvestment of dividends or capital gain distributions are not subject to an initial sales charge.
|
Sales charge as a
percentage of:
|
|
Investment
|
Offering
price
|
Net
amount
invested
|
Dealer
commission
as a percentage
of offering price
|
Less than $25,000
|
5.75%
|
6.10%
|
5.00%
|
$25,000 but less than $50,000
|
5.00
|
5.26
|
4.25
|
$50,000 but less than $100,000
|
4.50
|
4.71
|
3.75
|
$100,000 but less than $250,000
|
3.50
|
3.63
|
2.75
|
$250,000 but less than $500,000
|
2.50
|
2.56
|
2.00
|
$500,000 but less than $750,000
|
2.00
|
2.04
|
1.60
|
$750,000 but less than $1 million
|
1.50
|
1.52
|
1.20
|
$1 million or more and certain other investments described below
|
none
|
none
|
see below
|
The sales charge, expressed as a percentage of the offering price or the net amount invested, may be higher or lower than the percentages described in the table above due to rounding. This is because the dollar amount of the sales charge is determined by subtracting the net asset value of the shares purchased from the offering price, which is calculated to two decimal places using standard rounding criteria. The impact of rounding will vary with the size of the investment and the net asset value of the shares.
Class A share purchases not subject to sales charges
The following investments are not subject to any initial or contingent deferred sales charge if American Funds Service Company is properly notified of the nature of the investment:
·
|
investments made by accounts that are part of certain qualified fee-based programs and that purchased Class A shares before the discontinuation of your investment dealer’s load-waived Class A share program with the American Funds; and
|
·
|
certain rollover investments from retirement plans to IRAs (see “Rollovers from retirement plans to IRAs” in this prospectus for more information).
|
The distributor may pay dealers a commission of up to 1% on investments made in Class A shares with no initial sales charge. The fund may reimburse the distributor for these payments through its plans of distribution (see “Plans of distribution” in this prospectus).
Certain other investors may qualify to purchase shares without a sales charge, such as employees of investment dealers and registered investment advisers authorized to sell American Funds and employees of The Capital Group Companies, Inc. Please see the statement of additional information for more information.
Employer-sponsored retirement plans
Employer-sponsored retirement plans that are eligible to purchase Class R shares may instead purchase Class A shares and pay the applicable Class A sales charge, provided that their recordkeepers can properly apply a sales charge on plan investments. These plans are not eligible to make initial purchases of $1 million or more in Class A shares and thereby invest in Class A shares without a sales charge, nor are they eligible to establish a statement of intention that qualifies them to purchase Class A shares without a sales charge. More information about statements of intention can be found under “Sales charge reductions” in this prospectus. Plans investing in Class A shares with a sales charge may purchase additional Class A shares in accordance with the sales charge table in this prospectus.
Employer-sponsored retirement plans that invested in Class A shares without any sales charge before April 1, 2004, and that continue to meet the eligibility requirements in effect as of that date for purchasing Class A shares at net asset value, may continue to purchase Class A shares without any initial or contingent deferred sales charge.
A 403(b) plan may not invest in Class A or C shares, unless it was invested in Class A or C shares before January 1, 2009.
Class R shares
Class R shares are sold without any initial or contingent deferred sales charge. The distributor will pay dealers annually asset-based compensation of up to 1.00% for sales of Class R-1 shares, up to .75% for Class R-2 shares, up to .50% for Class R-3 shares and up to .25% for Class R-4 shares. No dealer compensation is paid from fund assets on sales of Class R-5 or R-6 shares. The fund may reimburse the distributor for these payments through its plans of distribution (see “Plans of distribution” in this prospectus).
Sales charge reductions
To receive a reduction in your Class A initial sales charge, you must let your financial adviser or American Funds Service Company know at the time you purchase shares that you qualify for such a reduction. If you do not let your adviser or American Funds Service Company know that you are eligible for a reduction, you may not receive a sales charge discount to which you are otherwise entitled.
In order to determine your eligibility to receive a sales charge discount, it may be necessary for you to provide your adviser or American Funds Service Company with information and records (including account statements) of all relevant accounts invested in the American Funds.
In addition to the information in this prospectus, you may obtain more information about share classes, sales charges and sales charge reductions through a link on the home page of the American Funds website at americanfunds.com, from the statement of additional information or from your financial adviser.
Reducing your Class A initial sales charge
Consistent with the policies described in this prospectus, two or more retirement plans of an employer or employer’s affiliates may combine all of their American Funds investments to reduce their Class A sales charge. Certain investments in the American Funds Target Date Retirement Series may also be combined for this purpose. Please see the American Funds Target Date Retirement Series prospectus for further information. However, for this purpose, investments representing direct purchases of American Funds Money Market Fund are excluded. Following are different ways that you may qualify for a reduced Class A sales charge:
Concurrent purchases
Simultaneous purchases of any class of shares of two or more American Funds (excluding American Funds Money Market Fund) may be combined to qualify for a reduced Class A sales charge.
Rights of accumulation
You may take into account your accumulated holdings in all share classes of the American Funds (excluding American Funds Money Market Fund) to determine the initial sales charge you pay on each purchase of Class A shares. Subject to your investment dealer’s or recordkeeper’s capabilities, your accumulated holdings will be calculated as the higher of (
a
) the current value of your existing holdings (as of the day prior to your additional American Funds investment) or (
b
) the amount you invested (including reinvested dividends and capital gains, but excluding capital appreciation) less any withdrawals. Please see the statement of additional information for further details. You should retain any records necessary to substantiate the historical amounts you have invested.
Statement of intention
You may reduce your Class A sales charge by establishing a statement of intention. A statement of intention allows you to combine all purchases of all share classes of the American Funds (excluding American Funds Money Market Fund) you intend to make over a 13-month period to determine the applicable sales charge; however, purchases made under a right of reinvestment, appreciation of your holdings, and reinvested dividends and capital gains do not count as purchases made during the statement period. Your accumulated holdings (as described under “Rights of accumulation” above) eligible to be aggregated as of the day immediately before the start of the statement period may be credited toward satisfying the statement. A portion of your account may be held in escrow to cover additional Class A sales charges that may be due if your total purchases over the statement period do not qualify you for the applicable sales charge reduction. Employer-sponsored retirement plans may be restricted from establishing statements of intention. See “Sales charges” in this prospectus for more information.
Right of reinvestment
If you notify American Funds Service Company, you may reinvest proceeds from a redemption, dividend payment or capital gain distribution without a sales charge in the same fund or other American Funds, provided that the reinvestment occurs within 90 days after the date of the redemption or distribution and is made into the same account from which you redeemed the shares or received the distribution. If the account has been closed, you may reinvest without a sales charge if the new receiving account has the same registration as the closed account. Proceeds will be reinvested in the same share class from which the original redemption or distribution was made. Redemption proceeds of Class A shares representing direct purchases in American Funds Money Market Fund that are reinvested in other American Funds will be subject to a sales charge.
Proceeds will be reinvested at the next calculated net asset value after your request is received by American Funds Service Company, provided that your request contains all information and legal documentation necessary to process the transaction. For purposes of this “right of reinvestment policy,” automatic transactions (including, for example, automatic purchases, withdrawals and payroll deductions) and ongoing retirement plan contributions are not eligible for investment without a sales charge. You may not reinvest proceeds in the American Funds as described in this paragraph if such proceeds are subject to a purchase block as described under “Frequent trading of fund shares” in this prospectus. This paragraph does not apply to certain rollover investments as described under “Rollovers from retirement plans to IRAs” in this prospectus.
Rollovers from retirement plans to IRAs
Assets from retirement plans may be invested in Class A, C or F shares through an IRA rollover, subject to the other provisions of this prospectus and the prospectus for nonretirement plan shareholders. More information on Class C and F shares can be found in the fund’s prospectus for nonretirement plan shareholders. Rollovers invested in Class A shares from retirement plans will be subject to applicable sales charges. The following rollovers to Class A shares will be made without a sales charge:
·
|
rollovers to IRAs from 403(b) plans with Capital Bank and Trust Company as custodian; and
|
·
|
rollovers to IRAs that are attributable to American Funds investments, if they meet the following requirements:
|
—
|
the assets being rolled over were invested in American Funds at the time of distribution; and
|
—
|
the rolled over assets are contributed to an American Funds IRA with Capital Bank and Trust Company as custodian.
|
IRA rollover assets that roll over without a sales charge as described above will not be subject to a contingent deferred sales charge, and investment dealers will be compensated solely with an annual service fee that begins to accrue immediately. IRA rollover assets invested in Class A shares that are not attributable to American Funds investments, as well as future contributions to the IRA, will be subject to sales charges and the terms and conditions generally applicable to Class A share investments as described in this prospectus and the statement of additional information.
Plans of distribution
The fund has plans of distribution or “12b-1 plans” for certain share classes, under which it may finance activities primarily intended to sell shares, provided that the categories of expenses are approved in advance by the fund’s board of trustees. The plans provide for payments, based on annualized percentages of average daily net assets, of up to .25% for Class A shares, up to 1.00% for Class R-1 and R-2 shares, up to .75% for Class R-3 shares and up to .50% for Class R-4 shares. For all share classes indicated above, up to .25% of these expenses may be used to pay service fees to qualified dealers for providing certain shareholder services. The amount remaining for each share class may be used for distribution expenses.
The 12b-1 fees paid by each share class of the fund, as a percentage of average net assets for the previous fiscal year, are indicated in the Annual Fund Operating Expenses table under “Fees and expenses of the fund” in this prospectus. Since these fees are paid out of the fund’s assets or income on an ongoing basis, over time they may cost you more than paying other types of sales charges and reduce the return of your investment.
Other compensation to dealers
American Funds Distributors, at its expense, currently provides additional compensation to investment dealers. These payments may be made, at the discretion of American Funds Distributors, to the top 100 dealers (or their affiliates) that have sold shares of the American Funds. The level of payments made to a qualifying firm in any given year will vary and in no case would exceed the sum of
(a)
.10% of the previous year’s American Funds sales by that dealer and
(b)
.02% of American Funds assets attributable to that dealer. For calendar year 2009, aggregate payments made by American Funds Distributors to dealers were less than .02% of the average assets of the American Funds. Aggregate payments may also change from year to year. A number of factors will be considered in determining payments, including the qualifying dealer’s sales, assets and redemption rates, and the quality of the dealer’s relationship with American Funds Distributors. American Funds Distributors makes these payments to help defray the costs incurred by qualifying dealers in connection with efforts to educate financial advisers about the American Funds so that they can make recommendations and provide services that are suitable and meet shareholder needs. American Funds Distributors will, on an annual basis, determine the advisability of continuing these payments. American Funds Distributors may also pay expenses associated with meetings conducted by dealers outside the top 100 firms to facilitate educating financial advisers and shareholders about the American Funds. If investment advisers, distributors or other affiliates of mutual funds pay additional compensation or other incentives in differing amounts, dealer firms and their advisers may have financial incentives for recommending a particular mutual fund over other mutual funds or investments. You should consult with your financial adviser and review carefully any disclosure by your financial adviser’s firm as to compensation received.
Distributions and taxes
Dividends and distributions
The fund intends to distribute dividends to shareholders, usually in March, June, September and December.
Capital gains, if any, are usually distributed in December. When a dividend or capital gain is distributed, the net asset value per share is reduced by the amount of the payment.
All dividends and capital gain distributions paid to retirement plan shareholders will be automatically reinvested.
Taxes on dividends and distributions
Dividends and capital gains distributed by the fund to tax-deferred retirement plan accounts are not currently taxable.
Taxes on transactions
Exchanges within a tax-deferred retirement plan account will not result in a capital gain or loss for federal or state income tax purposes. With limited exceptions, distributions from a retirement plan account are taxable as ordinary income.
Please see your tax adviser for more information.
Financial highlights
The Financial Highlights table is intended to help you understand the fund’s results for the past five fiscal years. Certain information reflects financial results for a single share of a particular class. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the fund (assuming reinvestment of all dividends and capital gain distributions). Where indicated, figures in the table reflect the impact, if any, of certain reimbursements/waivers from Capital Research and Management Company and Washington Management Corporation. For more information about these reimbursements/waivers, see the fund’s statement of additional information and annual report. The information in the Financial Highlights table has been audited by PricewaterhouseCoopers LLP, whose report, along with the fund’s financial statements, is included in the statement of additional information, which is available upon request.
|
|
Income (loss) from investment operations
1
|
Dividends and distributions
|
|
|
|
|
|
|
|
Net
asset value, beginning of year
|
Net investment income
|
Net gains
(losses) on securities
(both
realized and unrealized)
|
Total from investment operations
|
Dividends (from net investment income)
|
Distributions (from
capital
gains)
|
Total dividends
and distributions
|
Net asset value,
end of year
|
Total return
2,3
|
Net
assets,
end of
year
(in millions)
|
Ratio of
expenses
to average
net
assets
before
reim-bursements/
waivers
|
Ratio of
expenses
to average
net
assets
after
reim-bursements/
waivers
3
|
Ratio
of net income
to
average
net
assets
3
|
Class A:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
$19.81
|
$.65
|
$ 6.06
|
$ 6.71
|
$(.68)
|
$ —
|
$ (.68)
|
$25.84
|
34.29%
|
$39,349
|
.70%
|
.70%
|
2.80%
|
Year ended 4/30/2009
|
31.92
|
.64
|
(11.53)
|
(10.89)
|
(.72)
|
(.50)
|
(1.22)
|
19.81
|
(34.50)
|
34,012
|
.67
|
.65
|
2.60
|
Year ended 4/30/2008
|
36.55
|
.71
|
(2.68)
|
(1.97)
|
(.72)
|
(1.94)
|
(2.66)
|
31.92
|
(5.78)
|
60,782
|
.60
|
.58
|
2.02
|
Year ended 4/30/2007
|
32.66
|
.68
|
4.71
|
5.39
|
(.66)
|
(.84)
|
(1.50)
|
36.55
|
16.85
|
70,811
|
.60
|
.57
|
2.00
|
Year ended 4/30/2006
|
29.85
|
.66
|
3.20
|
3.86
|
(.62)
|
(.43)
|
(1.05)
|
32.66
|
13.11
|
64,202
|
.60
|
.57
|
2.13
|
Class R-1:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.68
|
.46
|
6.01
|
6.47
|
(.50)
|
—
|
(.50)
|
25.65
|
33.21
|
67
|
1.47
|
1.47
|
1.98
|
Year ended 4/30/2009
|
31.72
|
.45
|
(11.46)
|
(11.01)
|
(.53)
|
(.50)
|
(1.03)
|
19.68
|
(34.99)
|
44
|
1.43
|
1.41
|
1.85
|
Year ended 4/30/2008
|
36.33
|
.42
|
(2.66)
|
(2.24)
|
(.43)
|
(1.94)
|
(2.37)
|
31.72
|
(6.55)
|
67
|
1.42
|
1.40
|
1.20
|
Year ended 4/30/2007
|
32.48
|
.39
|
4.68
|
5.07
|
(.38)
|
(.84)
|
(1.22)
|
36.33
|
15.86
|
69
|
1.43
|
1.41
|
1.15
|
Year ended 4/30/2006
|
29.71
|
.39
|
3.17
|
3.56
|
(.36)
|
(.43)
|
(.79)
|
32.48
|
12.10
|
47
|
1.47
|
1.44
|
1.26
|
Class R-2:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.62
|
.45
|
6.01
|
6.46
|
(.49)
|
—
|
(.49)
|
25.59
|
33.23
|
694
|
1.52
|
1.52
|
1.96
|
Year ended 4/30/2009
|
31.64
|
.43
|
(11.44)
|
(11.01)
|
(.51)
|
(.50)
|
(1.01)
|
19.62
|
(35.07)
|
548
|
1.50
|
1.48
|
1.77
|
Year ended 4/30/2008
|
36.25
|
.41
|
(2.66)
|
(2.25)
|
(.42)
|
(1.94)
|
(2.36)
|
31.64
|
(6.57)
|
865
|
1.44
|
1.41
|
1.19
|
Year ended 4/30/2007
|
32.40
|
.39
|
4.68
|
5.07
|
(.38)
|
(.84)
|
(1.22)
|
36.25
|
15.91
|
985
|
1.47
|
1.41
|
1.15
|
Year ended 4/30/2006
|
29.64
|
.40
|
3.16
|
3.56
|
(.37)
|
(.43)
|
(.80)
|
32.40
|
12.13
|
812
|
1.53
|
1.41
|
1.29
|
|
|
Income (loss) from investment operations
1
|
Dividends and distributions
|
|
|
|
|
|
|
|
Net
asset value, beginning of year
|
Net investment income
|
Net gains
(losses) on securities
(both
realized and unrealized)
|
Total from investment operations
|
Dividends (from net investment income)
|
Distributions (from
capital
gains)
|
Total
dividends
and
distributions
|
Net asset value,
end of year
|
Total return
2,3
|
Net
assets,
end of
year
(in
millions)
|
Ratio of
expenses
to average
net
assets
before
reim-bursements/
waivers
|
Ratio of
expenses
to average
net
assets
after
reim-bursements/
waivers
3
|
Ratio
of net income
to
average
net
assets
3
|
Class R-3:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
$19.70
|
$.57
|
$ 6.02
|
$ 6.59
|
$(.60)
|
$ —
|
$ (.60)
|
$25.69
|
33.85%
|
$1,280
|
1.03%
|
1.03%
|
2.45%
|
Year ended 4/30/2009
|
31.76
|
.56
|
(11.48)
|
(10.92)
|
(.64)
|
(.50)
|
(1.14)
|
19.70
|
(34.72)
|
1,010
|
.97
|
.95
|
2.29
|
Year ended 4/30/2008
|
36.38
|
.58
|
(2.67)
|
(2.09)
|
(.59)
|
(1.94)
|
(2.53)
|
31.76
|
(6.13)
|
1,827
|
.95
|
.93
|
1.67
|
Year ended 4/30/2007
|
32.51
|
.55
|
4.70
|
5.25
|
(.54)
|
(.84)
|
(1.38)
|
36.38
|
16.45
|
2,199
|
.96
|
.93
|
1.63
|
Year ended 4/30/2006
|
29.73
|
.54
|
3.18
|
3.72
|
(.51)
|
(.43)
|
(.94)
|
32.51
|
12.68
|
1,878
|
.97
|
.94
|
1.75
|
Class R-4:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.75
|
.64
|
6.04
|
6.68
|
(.67)
|
—
|
(.67)
|
25.76
|
34.29
|
1,121
|
.72
|
.72
|
2.75
|
Year ended 4/30/2009
|
31.83
|
.63
|
(11.50)
|
(10.87)
|
(.71)
|
(.50)
|
(1.21)
|
19.75
|
(34.52)
|
782
|
.69
|
.67
|
2.59
|
Year ended 4/30/2008
|
36.46
|
.68
|
(2.68)
|
(2.00)
|
(.69)
|
(1.94)
|
(2.63)
|
31.83
|
(5.87)
|
1,125
|
.67
|
.65
|
1.95
|
Year ended 4/30/2007
|
32.57
|
.65
|
4.72
|
5.37
|
(.64)
|
(.84)
|
(1.48)
|
36.46
|
16.82
|
1,213
|
.67
|
.64
|
1.92
|
Year ended 4/30/2006
|
29.78
|
.64
|
3.18
|
3.82
|
(.60)
|
(.43)
|
(1.03)
|
32.57
|
13.00
|
1,013
|
.68
|
.65
|
2.06
|
Class R-5:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.80
|
.72
|
6.05
|
6.77
|
(.74)
|
—
|
(.74)
|
25.83
|
34.62
|
868
|
.42
|
.42
|
3.08
|
Year ended 4/30/2009
|
31.92
|
.70
|
(11.53)
|
(10.83)
|
(.79)
|
(.50)
|
(1.29)
|
19.80
|
(34.31)
|
1,129
|
.39
|
.37
|
2.91
|
Year ended 4/30/2008
|
36.55
|
.78
|
(2.67)
|
(1.89)
|
(.80)
|
(1.94)
|
(2.74)
|
31.92
|
(5.57)
|
1,319
|
.37
|
.35
|
2.24
|
Year ended 4/30/2007
|
32.65
|
.76
|
4.72
|
5.48
|
(.74)
|
(.84)
|
(1.58)
|
36.55
|
17.15
|
1,154
|
.37
|
.35
|
2.22
|
Year ended 4/30/2006
|
29.85
|
.73
|
3.19
|
3.92
|
(.69)
|
(.43)
|
(1.12)
|
32.65
|
13.34
|
883
|
.38
|
.35
|
2.34
|
Class R-6:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.95
|
.71
|
5.93
|
6.64
|
(.74)
|
—
|
(.74)
|
25.85
|
33.79
|
807
|
.37
|
.37
|
3.03
|
|
Year ended April 30
|
|
2010
|
2009
|
2008
|
2007
|
2006
|
Portfolio turnover rate for all classes of shares
|
22%
|
39%
|
18%
|
19%
|
13%
|
1
|
Based on average shares outstanding.
|
2
|
Total returns exclude any applicable sales charges
|
3
|
This column reflects the impact, if any, of certain reimbursements/waivers from Capital Research and Management Company and Washington Management Corporation. During the years shown, Capital Research and Management Company and Washington Management Corporation reduced fees for investment advisory and business management services. In addition, during some of the years shown, Capital Research and Management Company paid a portion of the fund’s transfer agent fees for certain retirement plan share classes.
|
Notes
Notes
|
|
|
|
|
For shareholder services
|
American Funds Service Company
800/421-0180
|
|
|
For retirement plan services
|
Call your employer or plan administrator
|
|
|
For 24-hour information
|
americanfunds.com
For Class R share information, visit
AmericanFundsRetirement.com
|
|
|
Telephone calls you have with American Funds may be monitored or recorded for quality assurance, verification and recordkeeping purposes. By speaking to American Funds on the telephone, you consent to such monitoring and recording.
|
|
|
|
|
Multiple translations
This prospectus may be translated into other languages. If there is any inconsistency or ambiguity in the meaning of any translated word or phrase, the English text will prevail.
Annual/Semi-annual report to shareholders
The shareholder reports contain additional information about the fund, including financial statements, investment results, portfolio holdings, a discussion of market conditions and the fund’s investment strategies and the independent registered public accounting firm’s report (in the annual report).
Statement of additional information (SAI) and codes of ethics
The current SAI, as amended from time to time, contains more detailed information about the fund, including the fund’s financial statements, and is incorporated by reference into this prospectus. This means that the current SAI, for legal purposes, is part of this prospectus. The codes of ethics describe the personal investing policies adopted by the fund, the fund's business manager, the fund’s investment adviser and its affiliated companies.
The codes of ethics and current SAI are on file with the U.S. Securities and Exchange Commission (SEC). These and other related materials about the fund are available for review or to be copied at the SEC’s Public Reference Room in Washington, D.C. (202/551-8090), on the EDGAR database on the SEC’s website at sec.gov or, after payment of a duplicating fee, via e-mail request to publicinfo@sec.gov or by writing to the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. The codes of ethics, current SAI and shareholder reports are also available, free of charge, on our website, americanfunds.com.
E-delivery and household mailings
Each year you are automatically sent an updated summary prospectus and annual and semi-annual reports for the fund. You may also occasionally receive proxy statements for the fund. In order to reduce the volume of mail you receive, when possible, only one copy of these documents will be sent to shareholders who are part of the same family and share the same household address. You may elect to receive these documents electronically in lieu of paper form by enrolling in e-delivery on our website, americanfunds.com.
If you would like to opt out of household-based mailings or receive a complimentary copy of the current SAI, codes of ethics or annual/semi-annual report to shareholders please call American Funds Service Company at 800/421-0180 or write to the secretary of the fund at 1101 Vermont Avenue, NW, Washington, D.C. 20005.
Securities Investor Protection Corporation (SIPC)
Shareholders may obtain information about SIPC
®
on its website at sipc.org or by calling 202/371-8300.
RPGEPR-901-0710P Litho in USA CGD/RRD/8045
|
Investment Company File No. 811-00604
|
The Capital Group Companies
|
|
American Funds
|
Capital Research and Management
|
Capital International
|
Capital Guardian
|
Capital Bank and Trust
|
Washington Mutual Investors Fund
Part B
Statement of Additional Information
July 1, 2010
This document is not a prospectus but should be read in conjunction with the current prospectus or retirement plan prospectus of Washington Mutual Investors Fund (the “fund” or “WMIF”) dated July 1, 2010. You may obtain a prospectus from your financial adviser or by writing to the fund at the following address:
Washington Mutual Investors Fund
Attention: Secretary
1101 Vermont Avenue, NW
Washington, DC 20005
202/842-5665
Certain privileges and/or services described below may not be available to all shareholders (including shareholders who purchase shares at net asset value through eligible retirement plans) depending on the shareholder’s investment dealer or retirement plan recordkeeper. Please see your financial adviser, investment dealer, plan recordkeeper or employer for more information.
Class A
|
AWSHX
|
Class 529-A
|
CWMAX
|
Class R-1
|
RWMAX
|
Class B
|
WSHBX
|
Class 529-B
|
CWMBX
|
Class R-2
|
RWMBX
|
Class C
|
WSHCX
|
Class 529-C
|
CWMCX
|
Class R-3
|
RWMCX
|
Class F-1
|
WSHFX
|
Class 529-E
|
CWMEX
|
Class R-4
|
RWMEX
|
Class F-2
|
WMFFX
|
Class 529-F-1
|
CWMFX
|
Class R-5
|
RWMFX
|
|
|
|
|
Class R-6
|
RWMGX
|
Table of Contents
Item
|
Page no.
|
Certain investment limitations and guidelines
|
2
|
Description of certain securities and investment techniques
|
3
|
Fund policies
|
6
|
Management of the fund
|
8
|
Execution of portfolio transactions
|
41
|
Disclosure of portfolio holdings
|
44
|
Price of shares
|
46
|
Taxes and distributions
|
49
|
Purchase and exchange of shares
|
54
|
Sales charges
|
59
|
Sales charge reductions and waivers
|
62
|
Selling shares
|
67
|
Shareholder account services and privileges
|
68
|
General information
|
71
|
Investment portfolio
|
|
Financial statements
|
|
Certain investment limitations and guidelines
The following limitations and guidelines are considered at the time of purchase, under normal circumstances, and are based on a percentage of the fund’s net assets unless otherwise noted. This summary is not intended to reflect all of the fund’s investment limitations.
General guideline
·
|
As set forth in its Prospectus, generally common stocks and securities convertible into common stocks meeting the fund’s Investment Standards and on the fund’s Eligible List may be purchased by the fund; however, the fund may also hold, to a limited extent, short-term U.S. government securities, other money market instruments, cash and cash equivalents.
|
* * * * * *
The fund may experience difficulty liquidating certain portfolio securities during significant market declines or periods of heavy redemptions.
Description of certain securities and investment techniques
The descriptions below are intended to supplement the material in the prospectus under “Investment objective, strategies and risks.”
Equity securities —
Equity securities represent an ownership position in a company. Equity securities held by the fund typically consist of common stocks. The prices of equity securities fluctuate based on, among other things, events specific to their issuers and market, economic and other conditions.
There may be little trading in the secondary market for particular equity securities, which may adversely affect the fund’s ability to value accurately or dispose of such equity securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and/or liquidity of equity securities.
Securities with equity and debt characteristics —
The fund may invest in securities that have a combination of equity and debt characteristics. These securities may at times behave more like equity than debt or vice versa.These securities, prior to conversion, may pay a fixed rate of interest or a dividend. Because convertible securities have both debt and equity characteristics, their values vary in response to many factors, including the values of the securities into which they are convertible, general market and economic conditions, and convertible market valuations, as well as changes in interest rates, credit spreads and the credit quality of the issuer.
Securities of issuers outside the U.S. —
The fund may invest up to 5% of its assets in securities of certain companies domiciled outside of the United States (that is not organized under the laws of the United States or any state thereof or the District of Columbia) and not included in the Standard & Poor’s 500 Composite Index as further described below under "The fund and its investment policies." Securities of issuers domiciled outside the U.S. may be subject to certain risks different from those of investing in U.S. based companies. These include less publicly available information about issues, different accounting, auditing and financial reporting regulations and practices, changing economic, political and social conditions, and risks associated with foreign currency exchange rates and foreign trading markets. These securities are in the form of American Depositary Receipts (“ADRs”) which are typically issued by a U.S. bank or trust company evidencing ownership of an underlying foreign security. Investing in securities of issuers domiciled outside the U.S. that are traded in the U.S. or through ADRs may help to avoid certain foreign currency risks. Investing through ADRs may, however, make it more difficult to exercise all of the rights that customarily attach to share ownership.
Obligations backed by the “full faith and credit” of the U.S. government —
U.S. government obligations include the following types of securities:
U.S. Treasury securities —
U.S. Treasury securities include direct obligations of the U.S. Treasury, such as Treasury bills, notes and bonds. For these securities, the payment of principal and interest is unconditionally guaranteed by the U.S. government, and thus they are of the highest possible credit quality. Such securities are subject to variations in market value due to fluctuations in interest rates, but, if held to maturity, will be paid in full.
Federal agency securities —
The securities of certain U.S. government agencies and government-sponsored entities are guaranteed as to the timely payment of principal and interest by the full faith and credit of the U.S. government. Such agencies and entities include The Federal Financing Bank (FFB), the Government National Mortgage Association (Ginnie Mae), the Veterans Administration (VA), the Federal Housing Administration (FHA), the Export-Import Bank (Exim Bank), the Overseas Private Investment Corporation (OPIC), the Commodity Credit Corporation (CCC) and the Small Business Administration (SBA).
Other federal agency obligations —
Additional federal agency securities are neither direct obligations of, nor guaranteed by, the U.S. government. These obligations include securities issued by certain U.S. government agencies and government-sponsored entities. However, they generally involve some form of federal sponsorship: some operate under a government charter; some are backed by specific types of collateral; some are supported by the issuer’s right to borrow from the Treasury; and others are supported only by the credit of the issuing government agency or entity. These agencies and entities include, but are not limited to: Federal Home Loan Bank, Federal Home Loan Mortgage Corporation (Freddie Mac), Federal National Mortgage Association (Fannie Mae), Tennessee Valley Authority and Federal Farm Credit Bank System.
On September 7, 2008, Freddie Mac and Fannie Mae were placed into conservatorship by their new regulator, the Federal Housing Finance Agency. Simultaneously, the U.S. Treasury made a commitment of indefinite duration to maintain the positive net worth of both firms.
Cash and cash equivalents —
The fund may hold cash or invest in cash equivalents. Cash equivalents include (
a
) commercial paper (for example, short-term notes with maturities typically up to 12 months in length issued by corporations, governmental bodies or bank/corporation sponsored conduits (asset-backed commercial paper)) (
b
) short-term bank obligations (for example, certificates of deposit, bankers’ acceptances (time drafts on a commercial bank where the bank accepts an irrevocable obligation to pay at maturity)) or bank notes, (
c
) savings association and savings bank obligations (for example, bank notes and certificates of deposit issued by savings banks or savings associations), (
d
) securities of the U.S. government, its agencies or instrumentalities that mature, or may be redeemed, in one year or less, and (
e
) corporate bonds and notes that mature, or that may be redeemed, in one year or less.
* * * * * *
Portfolio turnover —
The fund’s portfolio turnover rates for the fiscal years ended 2010 and 2009 were 22% and 39%, respectively, and the average of the last five years was 22%. The portfolio turnover rate would equal 100% if each security in a fund’s portfolio was replaced once per year. See “Financial highlights” in the prospectus for the fund’s annual portfolio turnover for each of the last five fiscal years.
With the fund’s focus on long term investing, the fund does not engage in high portfolio turnover (100% or more). High turnover generates greater transaction costs in the form of dealer spreads or brokerage commissions. It may also result in the realization of excessive short-term capital gains, which are taxable at the highest rate when distributed to shareholders, unless the shareholder is exempt from taxation. Short-term trading profits are not the fund’s objective, and changes in its investments are generally accomplished gradually, though short-term transactions may occasionally be made.
The fund and its investment policies
The fund has Investment Standards based upon criteria originally established by the United States District Court for the District of Columbia for determining the eligibility of securities under the Court’s Legal List procedure which was in effect for many years. The fund has an Eligible List of investments based upon its Investment Standards. The fund’s Investment Standards encompass numerous criteria that govern which securities may be included on the fund’s Eligible List. Currently, those criteria include, for example: (
i
) a security shall be listed on the New York Stock Exchange (“NYSE”) or meet the financial listing requirements of the NYSE (the applicable listing requirements are set forth in Section 1 of the Listed Company Manual of the NYSE); (
ii
) except for banks and a few other companies, the issuing company must have fully earned its dividends in at least four of the past five years and paid a dividend in at least nine of the past ten years; (
iii
) banks and savings and loan associations must have paid a dividend in at least four of the past five years; (
iv
) companies which do not meet the fund’s dividend payment requirements must meet other additional requirements which are generally more stringent than the fund’s other standards applicable to dividend paying companies (these companies are limited to 5% of the fund’s total assets at the time of the investment); (
v
) the ratio of current assets to liabilities for most individual companies must be at least 1.5 to 1, or their bonds must be rated at least investment grade by Standard & Poor’s; (
vi
) banks, insurance companies and other financial institutions must have capital funds of at least $1 billion; and (
vii
) companies must not derive the majority of their revenues from alcohol or tobacco products.
Although the fund generally invests in U.S. companies, the fund may invest up to 5% of its assets in securities of certain companies domiciled outside the United States if they meet the fund's Investment Standards, including certain requirements designed specifically for companies domiciled outside the U.S. Among other things, the Investment Standards require that any such company must have an economic nexus to the U.S. and must be listed on the NYSE. Companies that are included in the Standard & Poor's 500 Composite Index do not count towards this 5% limit. This Index may, from time to time, include a few companies whose corporate domiciles are outside the U.S. The fund may also hold securities of companies domiciled outside the U.S. when such companies have merged with or otherwise acquired a company in which the fund held shares at the time of the merger.
The Investment Standards are periodically reviewed by the fund’s board of trustees, investment adviser and business manager. Although the Investment Standards are not changed frequently, modifications may be made, with the approval of the fund’s board of trustees, as a result of economic, market or corporate developments. The investment adviser is required to select the fund’s investments exclusively from the Eligible List. The investment adviser monitors the Eligible List and makes recommendations to the board of trustees of additions to, or deletions from, the Eligible List for continued compliance with the fund’s Investment Standards.
It is believed that in applying the above disciplines and procedures, the fund makes available to pension and profit-sharing trustees and other fiduciaries a prudent stock investment and a continuity of investment quality which it has always been the policy of the fund to provide. However, fiduciary investment responsibility and the Prudent Investor Rule involve a mixed question of law and fact which cannot be conclusively determined in advance. Moreover, recent changes to the Prudent Investor Rule in some jurisdictions speak to an allocation of funds among a variety of investments. Therefore, each fiduciary should examine the common stock portfolio of the fund to see that it, along with other investments, meets the requirements of the specific trust. The Investment Standards are not part of the fund’s Investment Restrictions discussed below.
Fund policies
All percentage limitations in the following fund policies are considered at the time securities are purchased and are based on the fund’s net assets unless otherwise indicated. None of the following policies involving a maximum percentage of assets will be considered violated unless the excess occurs immediately after, and is caused by, an acquisition by the fund. In managing the fund, the fund’s investment adviser may apply more restrictive policies than those listed below.
Fundamental policies —
The fund has adopted the following policies, which may not be changed without approval by holders of a majority of its outstanding shares. Such majority is currently defined in the Investment Company Act of 1940, as amended (the “1940 Act”), as the vote of the lesser of (
a
) 67% or more of the voting securities present at a shareholder meeting, if the holders of more than 50% of the outstanding voting securities are present in person or by proxy, or (
b
) more than 50% of the outstanding voting securities.
1.
Except as permitted by (
i
) the 1940 Act and the rules and regulations thereunder, or other successor law governing the regulation of registered investment companies, or interpretations or modifications thereof by the SEC, SEC staff or other authority of competent jurisdiction, or (
ii
) exemptive or other relief or permission from the SEC, SEC staff or other authority of competent jurisdiction, the fund may not:
a.
Borrow money;
b.
Issue senior securities;
c.
Underwrite the securities of other issuers;
d.
Purchase or sell real estate or commodities;
e.
Make loans; or
f.
Purchase the securities of any issuer if, as a result of such purchase, the fund’s investments would be concentrated in any particular industry.
2.
The fund may not invest in companies for the purpose of exercising control or management.
3.
The fund may not invest more than 5% of net assets in money market instruments, after allowing for sales of portfolio securities and fund shares within thirty days and the accumulation of cash balances representing undistributed net investment income and realized capital gains, in order to maintain a fully invested portfolio.
Nonfundamental policies —
The following policy may be changed by the board of trustees without shareholder approval:
The fund may not acquire securities of open-end investment companies or unit investment trusts registered under the 1940 Act in reliance on Sections 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
Additional information about fund policies —
The information below is not part of the fund’s fundamental or nonfundamental policies. This information is intended to provide a summary of what is currently required or permitted by the 1940 Act and the rules and regulations thereunder, or by the interpretive guidance thereof by the SEC or SEC staff, for particular fundamental policies of the fund. Information is also provided regarding the fund’s current intention with respect to certain investment practices permitted by the 1940 Act.
For purposes of fundamental policy 1a, the fund may borrow money in amounts of up to 33⅓% 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.
For purposes of fundamental policy 1b, a senior security does not include any promissory note or evidence of indebtedness where 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 sixty days and is not extended or renewed). Further, to the extent the fund covers its commitments under certain types of agreements and transactions, including reverse repurchase agreements, mortgage-dollar-roll transactions, sale-buybacks, when-issued, delayed-delivery, or forward commitment transactions, and other similar trading practices, by segregating or earmarking liquid assets equal in value to the amount of the fund’s commitment, such agreement or transaction will not be considered a senior security by the fund.
For purposes of fundamental policy 1c, the policy will not apply to the fund to the extent the fund may be deemed an underwriter within the meaning of the 1933 Act in connection with the purchase and sale of fund portfolio securities in the ordinary course of pursuing its investment objectives and strategies.
For purposes of fundamental policy 1d, the fund may invest in securities or other instruments backed by real estate or commodities or securities of issuers engaged in the real estate business, including real estate investment trusts, or issuers engaged in business related to commodities. Further, the fund does not consider currency contracts or hybrid instruments to be commodities.
For purposes of fundamental policy 1e, the fund may not lend more than 33⅓% of its total assets, provided that this limitation shall not apply to the fund’s purchase of debt obligations.
For purposes of fundamental policy 1f, the fund may not invest 25% or more of its total assets in the securities of issuers in a particular industry. This policy does not apply to investments in securities of the U.S. Government, its agencies or Government Sponsored Enterprises or repurchase agreements with respect thereto.
The fund currently does not intend to engage in securities lending, purchase securities on margin, sell securities short or invest in puts, calls, straddles or spreads or combinations thereof.
Management of the fund
Board of trustees and officers
“Independent” trustees
1
The fund’s governance committee and board select independent trustees with a view toward constituting a board that, as a body, possesses the qualifications, skills, attributes and experience to appropriately oversee the actions of the fund’s service providers, decide upon matters of general policy and represent the long-term interests of fund shareholders. In doing so, they consider the qualifications, skills, attributes and experience of the current board members of the fund, with a view toward maintaining a board that is diverse in viewpoint, experience, education and skills.
The fund seeks independent trustees who have high ethical standards and the highest levels of integrity and commitment, who have inquiring and independent minds, mature judgment, good communication skills, and other complementary personal qualifications and skills that enable them to function effectively in the context of the fund’s board and committee structure and who have the ability and willingness to dedicate sufficient time to effectively fulfill their duties and responsibilities.
Each independent trustee has a significant record of accomplishments in governance, business, not-for-profit organizations, government service, academia, law, accounting or other professions. Although no single list could identify all experience upon which the fund’s independent trustees draw in connection with their service, the following table summarizes key experience for each independent trustee. These references to the qualifications, attributes and skills of the trustees are pursuant to the disclosure requirements of the U.S. Securities and Exchange Commission, and shall not be deemed to impose any greater responsibility or liability on any trustee or the board as a whole. Notwithstanding the accomplishments listed below, none of the independent trustees is considered an “expert” within the meaning of the federal securities laws with respect to information in the fund’s registration statement.
Name, age and
position with fund
(year first elected
as a trustee
2
)
|
Principal occupation(s)
during past five years
|
Number of
portfolios
3
overseen
by
trustee
|
Other directorships
4
held
by trustee during the past five years
|
Other relevant experience
|
Nariman Farvardin, 53
Trustee (2007)
|
Senior Vice President for Academic Affairs & Provost, University of Maryland; former Dean, The A. James Clark School of Engineering, University of Maryland
|
3
|
JPMorgan Value Opportunities Fund, Inc.
|
·
Senior management experience educational institution
·
Corporate board experience
·
Professor, electrical and computer engineering
·
Service on advisory boards and councils for educational, non-profit and governmental organizations
·
M.S. and Ph.D., Electrical Engineering
|
Name, age and
position with fund
(year first elected
as a trustee
2
)
|
Principal occupation(s)
during past five years
|
Number of
portfolios
3
overseen
by
trustee
|
Other directorships
4
held
by trustee during the past five years
|
Other relevant experience
|
Barbara Hackman Franklin, 70
Trustee (2005)
|
President and CEO, Barbara Franklin Enterprises (international business and corporate governance consulting)
|
3
|
Aetna, Inc.;
The Dow Chemical Company;
JPMorgan Value Opportunities Fund, Inc.;
former Director of GenVec, Inc. (until 2007);
MedImmune Inc. (until 2007)
|
·
Former U.S. Secretary of Commerce
·
Former Commissioner, U.S. Consumer Product Safety Commission
·
Former White House staff member
·
Corporate board experience
·
Service on advisory councils and commissions for industry, accounting, international and governmental organizations
·
Chairman, National Association of Corporate Directors
·
Business consulting
·
M.B.A.
|
Name, age and
position with fund
(year first elected
as a trustee
2
)
|
Principal occupation(s)
during past five years
|
Number of
portfolios
3
overseen
by
trustee
|
Other directorships
4
held
by trustee during the past five years
|
Other relevant experience
|
Mary Davis Holt, 59
Trustee (2010)
|
Partner, Flynn Heath Holt Leadership, LLC (leadership consulting); former Chief Operating Officer, Time Life, Inc.
|
1
|
Former Director of Krispy Kreme Doughnuts, Inc. (until 2007)
|
·
Senior corporate management experience
·
Corporate board experience
·
Service on advisory and trustee boards of education, business and non-profit organizations
·
M.B.A.
|
R. Clark Hooper, 63
Trustee (2003)
|
Private investor; former President, Dumbarton Group LLC (securities industry consulting)
|
44
|
JPMorgan Value Opportunities Fund, Inc.; The Swiss Helvetia Fund, Inc.
|
·
Senior regulatory and management experience, National Association of Securities Dealers (now FINRA)
·
Service on trustee boards for charitable, educational and non-profit organizations
|
Name, age and
position with fund
(year first elected
as a trustee
2
)
|
Principal occupation(s)
during past five years
|
Number of
portfolios
3
overseen
by
trustee
|
Other directorships
4
held
by trustee during the past five years
|
Other relevant experience
|
James C. Miller III, 68
Trustee (1992)
|
Senior Advisor, Husch Blackwell Sanders LLP; former Chairman, The CapAnalysis Group, LLC (economic, financial and regulatory consulting)
|
3
|
Clean Energy Fuels Corporation; JPMorgan Value Opportunities Fund, Inc.
|
·
Former Chairman, U.S. Federal Trade Commission
·
Former Director, U.S. Office of Management and Budget
·
Former Chairman, U.S. Postal Service
·
Corporate board experience
·
Service as Chief Executive Officer
·
Economic consulting
·
B.B.A. and Ph.D., Economics
|
Donald L. Nickles, 61
Trustee (2007)
|
Chairman of the Board and CEO, The Nickles Group (consulting and business venture firm); former United States Senator
|
3
|
Chesapeake Energy Corporation; Valero Energy Corporation; JPMorgan Value Opportunities Fund, Inc.
|
·
Service as U.S. Senator, including Senate leadership positions
·
Corporate board experience
·
Business management experience
|
Name, age and
position with fund
(year first elected
as a trustee
2
)
|
Principal occupation(s)
during past five years
|
Number of
portfolios
3
overseen
by
trustee
|
Other directorships
4
held
by trustee during the past five years
|
Other relevant experience
|
William J. Shaw, 64
Trustee (2009)
|
Vice Chairman; former President and Chief Operating Officer, Marriott International, Inc.
|
1
|
Marriott International, Inc.
|
·
Corporate board experience
·
Service as Chief Operating Officer
·
Service as Chief Financial Officer
·
Certified Public Accountant
·
Service on advisory and trustee boards for charitable, educational and non-profit organizations
·
M.B.A.
|
J. Knox Singleton, 61
Chairman of the Board (Independent and Non-Executive) (2001)
|
President and CEO, INOVA Health System
|
3
|
Healthcare Realty Trust, Inc.; JPMorgan Value Opportunities Fund, Inc.
|
·
Corporate board experience
·
Service as Chief Executive Officer
·
Service on boards of community and non-profit organizations
·
M.S., Health Administration
|
Name, age and
position with fund
(year first elected
as a trustee
2
)
|
Principal occupation(s)
during past five years
|
Number of
portfolios
3
overseen
by
trustee
|
Other directorships
4
held
by trustee during the past five years
|
Other relevant experience
|
Lydia W. Thomas, 65
Trustee (2010)
|
Corporate director, Noblis, Inc.; former President and Chief Executive Officer, Noblis, Inc.
|
1
|
Cabot Corporation; Mueller Water Products Inc.
|
·
Corporate board experience
·
Service as Chief Executive Officer
·
Service on advisory boards and councils for business, national security, educational and governmental organizations
·
M.S., Microbiology; Ph.D., Cytology
|
“Interested” trustees
5,6
Interested trustees are officers and directors of Washington Management Corporation, the fund's business manager. The business manager monitors various of the fund's other service providers which permits the interested trustees to make a significant contribution to the fund's board .
Name, age and
position with fund
(year first elected
as a trustee
2
)
|
Principal occupation(s)
during past five years and positions held with affiliated entities or the Principal Underwriter of the fund
|
Number of
portfolios
3
overseen
by
trustee
|
Other directorships
4
held
by trustee during the past five years
|
Other relevant experience
|
James H. Lemon, Jr., 74
Vice Chairman of the Board (1971)
|
Chairman of the Board and CEO, The Johnston-Lemon Group, Incorporated (financial services holding company)
|
3
|
JPMorgan Value Opportunities Fund, Inc.
|
·
Corporate board experience
·
Chief Executive Officer experience
·
Securities industry experience
·
Service on boards and committees of professional, charitable and non-profit organizations
|
Harry J. Lister, 74
Trustee (1972)
|
Director, Washington Management Corporation
|
1
|
None
|
·
Corporate board experience
·
Chief Executive Officer experience
·
Securities industry experience
·
Service on boards and committees of professional, charitable and non-profit organizations
|
Name, age and
position with fund
(year first elected
as a trustee
2
)
|
Principal occupation(s)
during past five years and positions held with affiliated entities or the Principal Underwriter of the fund
|
Number of
portfolios
3
overseen
by
trustee
|
Other directorships
4
held
by trustee during the past five years
|
Other relevant experience
|
Jeffrey L. Steele, 64
President and trustee (2000)
|
President and Director, Washington Management Corporation
|
3
|
JPMorgan Value Opportunities Fund, Inc.
|
·
Corporate board experience
·
Legal and regulatory experience
·
Service on boards and committees of professional, charitable and non-profit organizations
·
J.D.
|
Other officers
6
Name, age and
position with fund
(year first elected
as an officer
2
)
|
Principal occupation(s) during past five years
and positions held with affiliated entities
or the Principal Underwriter of the fund
|
Michael W. Stockton, 43
Senior Vice President, Treasurer and Assistant Secretary (1995)
|
Director, Senior Vice President, Secretary and Treasurer, Washington Management Corporation
|
Lois A. Erhard, 58
Vice President (1983)
|
Vice President, Washington Management Corporation
|
J. Lanier Frank, 49
Assistant Vice President (1997)
|
Assistant Vice President, Washington Management Corporation
|
Jennifer L. Butler, 44
Secretary (2005)
|
Vice President and Assistant Secretary, Washington Management Corporation
|
Stephanie L. Pfromer, 42
Assistant Secretary (2007)
|
Vice President and General Counsel, Washington Management Corporation; former Vice President and Senior Counsel, The BISYS Group, Inc. (now Citigroup, Inc.)
|
Curt M. Scott, 31
Assistant Treasurer (2006)
|
Assistant Vice President and Assistant Treasurer, Washington Management Corporation; former Financial Analyst, The BISYS Group, Inc. (now Citigroup, Inc.)
|
1
|
The term “independent” trustee refers to a trustee who is not an “interested person” of the fund within the meaning of the 1940 Act.
|
2
|
Trustees and officers of the fund serve until their resignation, removal or retirement.
|
3
|
Funds managed by Capital Research and Management Company, including the American Funds; American Funds Insurance Series,
®
which is composed of 16 funds and serves as the underlying investment vehicle for certain variable insurance contracts; American Funds Target Date Retirement Series,
®
Inc., which is composed of 10 funds and is available through tax-deferred retirement plans and IRAs; and Endowments, which is available to certain nonprofit organizations.
|
4
|
This includes all directorships (other than those in the American Funds or other funds managed by Capital Research and Management Company) that are held by each trustee as a director of a public company or a registered investment company. Unless otherwise noted, all directorships are current.
|
5
|
“Interested persons” of the fund within the meaning of the 1940 Act, on the basis of their affiliation with the fund’s business manager, Washington Management Corporation.
|
6
|
All of the trustees and officers listed are officers and/or directors/trustees of one or more other funds for which Washington Management Corporation serves as business manager.
|
The address for all trustees and officers of the fund is 1101 Vermont Avenue, NW, Washington, DC 20005, Attention: Secretary.
Fund shares owned by trustees as of December 31, 2009:
Name
|
Dollar range
1
of fund
shares owned
2
|
Aggregate
dollar range
1
of shares
owned in
all funds
in the
American Funds
family overseen
by trustee
|
Dollar
range
1
of
independent
trustees
deferred compensation
2
allocated
to fund
|
Aggregate
dollar
range
1
of
independent
trustees
deferred
compensation
2
allocated to
all funds
within
American Funds
family overseen
by trustee
|
“Independent” trustees
|
Nariman Farvardin
|
$10,001 – $50,000
|
$10,001 – $50,000
|
$10,001 – $50,000
|
Over $100,000
|
Barbara Hackman Franklin
|
Over $100,000
|
Over $100,000
|
None
|
None
|
Mary David Holt
3
|
None
|
None
|
None
|
None
|
R. Clark Hooper
|
$10,001 – $50,000
|
Over $100,000
|
Over $100,000
|
Over $100,000
|
James C. Miller III
|
Over $100,000
|
Over $100,000
|
None
|
None
|
Donald L. Nickles
|
$50,001 – $100,000
|
Over $100,000
|
Over $100,000
|
Over $100,000
|
William J. Shaw
|
Over $100,000
|
Over $100,000
|
None
|
None
|
J. Know Singleton
|
$1 – $10,000
|
Over $100,000
|
Over $100,000
|
Over $100,000
|
Lydia W. Thomas
3
|
None
|
Over $100,000
|
None
|
None
|
Name
|
Dollar range
1
of fund
shares owned
|
Aggregate
dollar range
1
of shares
owned in
all funds
in the
American Funds
family overseen
by trustee
|
“Interested” trustees
4
|
James H. Lemon, Jr.
|
Over $100,000
|
Over $100,000
|
Harry J. Lister
|
Over $100,000
|
Over $100,000
|
Jeffrey L. Steele
|
Over $100,000
|
Over $100,000
|
1
|
Ownership disclosure is made using the following ranges: None; $1 – $10,000; $10,001 – $50,000; $50,001 – $100,000 ; and Over $100,000.
|
2
|
Eligible trustees may defer their compensation under a nonqualified deferred compensation plan. Deferred amounts accumulate at an earnings rate determined by the total return of one or more American Funds as designated by the trustee.
|
3
|
Mary Davis Holt and Lydia W. Thomas were newly elected to the board effective January 1, 2010.
|
4
|
“Interested persons” of the fund within the meaning of the 1940 Act, on the basis of their affiliation with the fund’s business manager, Washington Management Corporation.
|
Trustee compensation —
No compensation is paid by the fund to any officer or trustee who is a trustee, officer or employee of the business manager, the investment adviser or its affiliates. The fund pays annual fees of $99,200 to independent trustees, plus an annual fee of $7,950 for the audit committee chair and an annual fee of $5,300 for the proxy committee chair and standing sub-committee chairs. An independent trustee who is chairman of the board (an "independent chair") also receives an additional fee of $33,000, which is paid by the fund or shared based on the relative board meeting fee if serving multiple funds.
In addition, the fund generally pays to independent trustees fees of (
a
) $3,800 for each board of trustees meeting attended and (
b
) $2,650 for each meeting attended as a member of a committee of the board of trustees. Independent trustees also receive attendance fees of $2,650 per day for each trustee seminar or information session organized by the investment adviser as well as for attendance at mutual fund industry related conferences and seminars.
No pension or retirement benefits are accrued as part of fund expenses. Independent trustees may elect, on a voluntary basis, to defer all or a portion of their fees through a deferred compensation plan in effect for the fund. The fund also reimburses certain expenses of the independent trustees.
Trustee compensation earned during the fiscal year ended April 30, 2010
Name
|
Aggregate compensation
(including voluntarily
deferred compensation
1
)
from the Fund
|
Total compensation (including
voluntarily deferred
compensation
1
)
from all funds managed by
Capital Research and
Management
Company or its affiliates
2
|
Nariman Farvardin
3
|
|
|
$133,750
|
|
|
|
$135,925
|
|
|
Barbara H. Franklin
|
|
|
139,050
|
|
|
|
145,823
|
|
|
Mary Davis Holt
4
|
|
|
45,784
|
|
|
|
45,784
|
|
|
R. Clark Hooper
3
|
|
|
144,819
|
|
|
|
388,801
|
|
|
James C. Miller III
|
|
|
152,164
|
|
|
|
163,723
|
|
|
Donald L. Nickles
3
|
|
|
131,100
|
|
|
|
133,950
|
|
|
William J. Shaw
|
|
|
133,750
|
|
|
|
133,750
|
|
|
J. Knox Singleton
3
|
|
|
169,352
|
|
|
|
182,973
|
|
|
Lydia W. Thomas
4
|
|
|
43,134
|
|
|
|
43,134
|
|
|
1
|
Amounts may be deferred by eligible trustees under a nonqualified deferred compensation plan adopted by the fund in 1994. Deferred amounts accumulate at an earnings rate determined by the total return of one or more American Funds as designated by the trustees.
|
2
|
Funds managed by Capital Research and Management Company, including the American Funds; American Funds Insurance Series,
®
which is composed of 16 funds and serves as the underlying investment vehicle for certain variable insurance contracts; American Funds Target Date Retirement Series,
®
Inc., which is composed of 10 funds and is available through tax-deferred retirement plans and IRAs; and Endowments, which is available to certain nonprofit organizations.
|
3
|
Since the deferred compensation plan’s adoption, the total amount of deferred compensation accrued by the fund (plus earnings thereon) through the 2010 fiscal year for participating trustees is as follows: Nariman Farvardin ($146,800), R. Clark Hooper ($123,536), Donald L. Nickles ($308,813) and J. Knox Singleton ($1,024,639). Amounts deferred and accumulated earnings thereon are not funded and are general unsecured liabilities of the fund until paid to the trustees.
|
4
|
Mary Davis Holt and Lydia W. Thomas were newly elected to the board effective January 1, 2010.
|
As of June 1, 2010, the officers and trustees of the fund and their families, as a group, owned beneficially or of record less than 1% of the outstanding shares of the fund.
Fund organization and the board of trustees —
The fund, an open-end, diversified management investment company, was organized as a Delaware corporation in 1952, was reincorporated in Maryland in 1990 and was reorganized as a Delaware statutory trust on July 1, 2010. All fund operations are supervised by the fund’s board of trustees which meets periodically and performs duties required by applicable state and federal laws.
Delaware law charges trustees with the duty of managing the business affairs of the trust. Trustees are considered to be fiduciaries of the trust and owe duties of care and loyalty to the trust and its shareholders.
Independent board members are paid certain fees for services rendered to the fund as described above. They may elect to defer all or a portion of these fees through a deferred compensation plan in effect for the fund.
The fund has several different classes of shares. Shares of each class represent an interest in the same investment portfolio. Each class has pro rata rights as to voting, redemption, dividends and liquidation, except that each class bears different distribution expenses and may bear different transfer agent fees and other expenses properly attributable to the particular class as approved by the board of trustees and set forth in the fund’s rule 18f-3 Plan. Each class’ shareholders have exclusive voting rights with respect to the respective class’ rule 12b-1 plans adopted in connection with the distribution of shares and on other matters in which the interests of one class are different from interests in another class. Shares of all classes of the fund vote together on matters that affect all classes in substantially the same manner. Each class votes as a class on matters that affect that class alone. Note that 529 college savings plan account owners invested in Class 529 shares are not shareholders of the fund and, accordingly, do not have the rights of a shareholder, such as the right to vote proxies relating to fund shares. As the legal owner of the fund's Class 529 shares, the Virginia College Savings Plan
SM
will vote any proxies relating to the fund's Class 529 shares. In addition, the trustees have the authority to establish new series and classes of shares, and to split or combine outstanding shares into a greater or lesser number, without shareholder approval.
The fund does not hold annual meetings of shareholders. However, significant matters that require shareholder approval, such as certain elections of board members or a change in a fundamental investment policy, will be presented to shareholders at a meeting called for such purpose. Shareholders have one vote per share owned.
The fund’s declaration of trust and by-laws as well as separate indemnification agreements that the fund has entered into with independent trustees provide in effect that, subject to certain conditions, the fund will indemnify its officers and trustees against liabilities or expenses actually and reasonably incurred by them relating to their service to the fund. However, trustees are not protected from liability by reason of their willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their office.
Removal of trustees by shareholders —
At any meeting of shareholders, duly called and at which a quorum is present, shareholders may, by the affirmative vote of the holders of two-thirds of the votes entitled to be cast, remove any trustee from office and may elect a successor or successors to fill any resulting vacancies for the unexpired terms of removed trustees. In addition, the trustees of the fund will promptly call a meeting of shareholders for the purpose of voting upon the removal of any trustees when requested in writing to do so by the record holders of at least 10% of the outstanding shares.
Leadership structure —
The board’s chair is currently an independent trustee who is not an “interested person” of the fund within the meaning of the 1940 Act. The board has determined that an independent chair facilitates oversight and enhances the effectiveness of the board. The independent chair’s duties include, without limitation, generally presiding at meetings of the board, approving board meeting schedules and agendas, leading meetings of the independent trustees in executive session, facilitating communication with committee chairs, and serving as the principal independent trustee contact for fund management and independent fund counsel.
Risk oversight —
Day-to-day management of the fund, including risk management, is the responsibility of the fund's contractual service providers, including the fund's investment adviser, business manager, principal underwriter/distributor and transfer agent. Each of these entities is responsible for specific portions of the fund's operations, including the processes and associated risks relating to the fund's investments, integrity of cash movements, financial reporting, operations and compliance. The board of trustees oversees the service providers’ discharge of their responsibilities, including the processes they use to manage relevant risks. In that regard, the board receives reports
regarding the
fund's service providers’
operations, including risks. For example, the board receives reports from investment professionals regarding risks related to the
fund's
investments and trading. The board also receives
compliance reports from the fund's and the investment adviser’s chief compliance officers addressing certain areas of risk.
Committees of the fund's board, as well as joint committees of independent board members of funds managed by Capital Research and Management Company, also explore risk management procedures in particular areas and then report back to the full board. For example, the fund's audit committee oversees the processes and certain attendant risks relating to financial reporting, valuation of fund assets, and related controls. Similarly, a joint review and advisory committee oversees certain risk controls relating to the fund’s transfer agency services.
Not all risks that may affect the fund can be identified or processes and controls developed to eliminate or mitigate their effect. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve the fund's objectives. As a result of the foregoing and other factors, the ability of the fund's service providers to eliminate or mitigate risks is subject to limitations.
Committees of the board of trustees
The fund has an audit committee composed of four trustees who are not considered "interested persons" of the fund within the meaning of the 1940 Act (“independent trustees”): Mary Davis Holt, R. Clark Hooper, James C. Miller III (Chair) and William J. Shaw. The function of the committee is the oversight of the Corporation’s accounting and financial reporting policies. The committee acts as a liaison between the fund’s independent registered public accounting firm and the full board of trustees.
The fund has a governance committee composed of J. Knox Singleton (Chair) and all other independent trustees. The committee’s functions include, through a contracts sub-committee, reviewing all contracts and agreements with the fund, as required by the 1940 Act and the rules thereunder. The governance committee reports its recommendations to the full board of trustees. In addition, the governance committee periodically reviews such issues as the board’s composition, responsibilities, committees and compensation (through a compensation sub-committee) and other relevant issues, and recommends any appropriate changes to the full board of trustees. The governance committee also evaluates, selects and nominates candidates for independent trustees to the full board of trustees. While the governance committee normally is able to identify from its own 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 governance committee of the fund, c/o the fund’s secretary, and must be accompanied by complete biographical and occupational data on the prospective nominee, along with a written consent of the prospective nominee for consideration of his or her name by the governance committee.
The fund has a committee on proxy voting procedures composed of Nariman Farvardin, Barbara H. Franklin (Chair), Jeffrey L. Steele and Lydia W. Thomas. The committee’s functions include establishing and reviewing procedures and policies for voting of proxies of companies held in the fund’s portfolio.
There were six board of trustees meetings and nine committee meetings (six audit, two proxy and one governance) during the fiscal year ended April 30, 2010. All trustees attended at least 75% of all board meetings and meetings of the committees of which they are members.
Trustees emeritus
The board of trustees has named certain retired board members of the fund to the position of trustee emeritus. Trustees emeritus are invited to attend board meetings but do not have any of the duties or responsibilities of board members. They may be consulted from time to time by the board, primarily with respect to their prior board experience.
Trustees emeritus who served as independent board members receive an annual retainer of $50,000 and a per meeting fee of $1,000. The fund’s current emeritus trustees are Stephen Hartwell (Chairman Emeritus), Cyrus A. Ansary, Charles A. Bowsher, Fred J. Brinkman, Daniel J. Callahan III, Edward W. Kelley, Jr., Katherine D. Ortega and T. Eugene Smith.
Advisory board members
The board of trustees has established an advisory board whose members are, in the judgment of the trustees, highly knowledgeable about business, political or economic matters. In addition to holding meetings with the board of trustees, members of the advisory board, while not participating in specific investment decisions, consult from time to time with the investment adviser, primarily with respect to industry diversification and the number of issues to be held by the fund. Members of the advisory board, however, possess no authority or responsibility with respect to the fund’s investments or management. The chart below sets out additional information about the advisory board members.
Name, age and
position with fund
(year first elected
1
)
|
Principal occupation(s)
during past five years
|
Number of
boards within the fund complex on which member serves
2
|
Other directorships held
by member
|
Louise M. Cromwell, 65 (2001)
|
Retired Partner, Shaw Pittman LLP (law firm)
|
1
|
None
|
Jeffrey A. Eisenach, 52 (2008)
|
Managing director, Navigant Economics LLC (economic and financial consulting); former Chairman and Managing Partner, Empiris LLC (economic consulting); former Chairman, Criterion Economics, LLC (economic litigation, regulation and legislation consulting); former Chairman and President, The CapAnalysis Group, LLC (economic, financial and regulatory consulting)
|
1
|
None
|
Linda D. Rabbitt, 61 (2001)
|
Chairman and CEO, Rand Construction Corporation
|
1
|
Brookfield Properties Corporation; Towers Watson & Co.
|
Robert G. Templin, Jr., 62 (2008)
|
President, Northern Virginia Community College
|
1
|
None
|
R. Clark Wadlow, 63 (2005)
|
Retired Partner, Sidley Austin LLP (law firm)
|
1
|
None
|
1
|
Advisory board members of the fund serve until their resignation, removal or retirement.
|
2
|
Funds managed by Capital Research and Management Company, including the American Funds; American Funds Insurance Series,
®
which is composed of 16 funds and serves as the underlying investment vehicle for certain variable insurance contracts; American Funds Target Date Retirement Series,
®
Inc., which is composed of 10 funds and is available through tax-deferred retirement plans and IRAs; and Endowments, which is available to certain nonprofit organizations. Includes advisory board and, where applicable, director/trustee service.
|
The address for all advisory board members is the office of the fund, 1101 Vermont Avenue, N.W., Washington, D.C. 20005, attention: Secretary.
Advisory board member compensation —
The fund pays fees of $8,000 per annum to advisory board members who are not affiliated with the business manager or the investment adviser, plus $3,000 for each meeting attended in conjunction with meetings with the board of trustees.
Advisory board member compensation paid during the fiscal year ended April 30, 2010
Name
|
Aggregate compensation
(including voluntarily
deferred compensation
1
)
from the fund
|
Total compensation (including
voluntarily deferred
compensation
1
)
from all funds managed by
Capital Research and
Management
Company or its affiliates
2
|
Louise M. Cromwell
2
|
|
|
$11,000
|
|
|
|
$11,000
|
|
|
Jeffrey A. Eisenach
2
|
|
|
14,000
|
|
|
|
14,000
|
|
|
Linda D. Rabbitt
2
|
|
|
11,000
|
|
|
|
11,000
|
|
|
Robert G. Templin, Jr.
|
|
|
14,000
|
|
|
|
14,000
|
|
|
R. Clark Wadlow
2
|
|
|
14,000
|
|
|
|
14,000
|
|
|
1
|
Amounts may be deferred by eligible advisory board members under a non-qualified deferred compensation plan adopted by the fund in 1994
. Deferred amounts accumulate at an earnings rate determined by the total return of one or more American Funds as designated by the advisory board member.
|
2
|
Since the deferred compensation plan‘s adoption, the total amount of deferred compensation accrued by the fund (plus earnings thereon) as of the fiscal year ended April 30, 2010 for participating advisory board members is as follows: Louise M. Cromwell ($116,946), Jeffrey A. Eisenach ($33,813), Linda Rabbitt ($92,070) and R. Clark Wadlow ($61,311). Amounts deferred and accumulated earnings thereon are not funded and are general unsecured liabilities of the fund until paid to the advisory board member.
|
Proxy voting procedures and guidelines —
The fund's board of trustees oversees the voting of proxies of shares held by the fund and has appointed a committee on proxy voting procedures to assist it. The board has authorized the president of the fund or his delegate (the “voting officer”) to vote individual proxies and has approved “proxy voting procedures and guidelines” (the “guidelines”) which are used by the voting officer in deciding how to vote on particular matters. The guidelines provide to the voting officer guidance on how to vote on a variety of matters that are often the subject of shareholder voting. The guidelines are not intended to be rigid rules and each matter is to be considered on a case-by-case basis and voted in the manner that the voting officer determines to be in the best interests of the fund and its shareholders.
The guidelines provide that generally the voting officer should vote against (
a
) defensive anti-takeover measures, (
b
) staggered boards of directors, (
c
) measures calling for the creation of special classes of shares with extra voting power and (
d
) proposals that provide, in the judgment of the voting officer, for excessive compensation for directors and officers including stock option plans that may cause excessive dilution to shareholders. The guidelines also provide that the voting officer should vote in favor of proposals to expense stock options for financial reporting purposes.
The guidelines provide that the voting officer should assess on a case-by-case basis shareholder proposals relating to a wide range of social or political issues, weighing the impact of such proposals upon the company's shareholders. Finally, the guidelines provide, as a general policy matter, that the voting officer should vote in support of corporate management on routine, non-controversial matters, but that the voting officer should exercise care in reviewing routine matters to assure that the matter to be voted upon does not give rise to issues that may call into question whether a vote in support of management is in the best interests of the fund and its shareholders.
If the voting officer is aware of any conflict of interest between the interests of fund shareholders, on the one hand, and the interests of the fund's investment adviser or any affiliated person of the fund or its adviser, on the other hand, the voting officer will discuss and resolve that conflict of interest with a member of the committee on proxy voting procedures.
Information regarding how the fund voted proxies relating to portfolio securities during the 12-month period ended June 30 of each year will be available on or about September 1 of each year, (
a
) without charge, upon request by calling American Funds Service Company at 800/421-0180, (
b
) on the American Funds website at americanfunds.com or (
c
) on the SEC's website at sec.gov.
Principal fund shareholders —
The following table identifies those investors who own of record, or are known by the fund to own beneficially 5% or more of any class of its shares as of the opening of business on June 1, 2010. Unless otherwise indicated, the ownership percentages below represent ownership of record rather than beneficial ownership.
Name and address
|
Ownership
|
Ownership percentage
|
Edward D. Jones & Co.
Omnibus Account
Maryland Heights, MO
|
Record
|
Class A
Class B
|
15.69%
8.47
|
First Clearing, LLC
Custody Account
St. Louis, MO
|
Record
|
Class A
Class B
Class C
Class F-1
|
9.69
9.66
13.80
22.22
|
Pershing, LLC
Jersey City, NJ
|
Record
|
Class B
Class C
Class F-1
Class F-2
|
7.79
6.31
13.48
5.49
|
Merrill Lynch
Omnibus Account
Jacksonville, FL
|
Record
|
Class C
Class F-2
|
14.91
34.35
|
Citigroup Global Markets, Inc.
Omnibus Account
New York, NY
|
Record
|
Class C
Class F-1
|
10.86
9.04
|
Charles Schwab & Co., Inc.
Custody Account
San Francisco, CA
|
Record
|
Class F-1
Class F-2
Class R-4
Class R-5
|
6.77
11.84
7.41
5.35
|
Hartford Life Insurance Co. Separate Account
401K Plan
Hartford, CT
|
Record
Beneficial
|
Class R-1
Class R-3
|
35.28
6.18
|
ING Life Insurance & Annuity
Hartford, CT
|
Record
|
Class R-3
Class R-4
|
12.08
8.55
|
Name and address
|
Ownership
|
Ownership percentage
|
NFS, LLC FEBO
401K Plan
Covington, KY
|
Record
Beneficial
|
Class R-4
Class R-5
Class R-6
|
7.52
16.69
5.72
|
Trader Joe’s Company
Retirement Plan
Englewood, CO
|
Record
Beneficial
|
Class R-4
|
5.39
|
John Hancock Life Insurance Co. USA
Omnibus Account
Boston, MA
|
Record
|
Class R-5
|
18.76
|
The Capital Group Companies
Retirement Plan
Los Angeles, CA
|
Record
Beneficial
|
Class R-5
|
6.22
|
Edward D. Jones & Co.
Retirement Plan
Norwood, MA
|
Record
Beneficial
|
Class R-5
|
5.06
|
American Funds 2020 Target Date
Retirement Fund
Los Angeles, CA
|
Record
|
Class R-6
|
13.42
|
Mercer Trust Company
Abbott Laboratories
Retirement Plan
Norwood, MA
|
Record
Beneficial
|
Class R-6
|
11.32
|
American Funds 2025 Target Date
Retirement Fund
Los Angeles, CA
|
Record
|
Class R-6
|
10.84
|
American Funds 2030 Target Date
Retirement Fund
Los Angeles, CA
|
Record
|
Class R-6
|
10.80
|
American Funds 2015 Target Date
Retirement Fund
Los Angeles, CA
|
Record
|
Class R-6
|
8.13
|
American Funds 2035 Target Date
Retirement Fund
Los Angeles, CA
|
Record
|
Class R-6
|
6.94
|
American Funds 2040 Target Date
Retirement Fund
Los Angeles, CA
|
Record
|
Class R-6
|
6.74
|
American Funds 2010 Target Date
Retirement Fund
Los Angeles, CA
|
Record
|
Class R-6
|
5.15
|
Unless otherwise noted, references in this statement of additional information to Class F shares, Class R shares or Class 529 shares refer to both F share classes, all R share classes or all 529 share classes, respectively.
Business manager —
Since its inception, the fund has operated under a Business Management Agreement with Washington Management Corporation or its predecessors. The business manager maintains its principal business address at 1101 Vermont Avenue, NW, Washington, DC 20005.
The business manager provides services necessary to carry on the fund’s general administrative and corporate affairs, and is responsible for monitoring the various services and operations of the fund. These services encompass matters relating to general corporate governance, regulatory compliance and monitoring of the fund’s contractual service providers, including custodian operations, shareholder services and fund share distribution functions, and includes the provision of all executive personnel, clerical staff, office space and equipment and certain accounting and record keeping facilities. The business manager provides similar services to other mutual funds.
The fund pays all expenses not specifically assumed by the business manager, including but not limited to, custodian, transfer and dividend disbursing agency fees and expenses; costs of the designing, printing and mailing of reports, prospectuses, proxy statements and notices to its shareholders; expenses of shareholder meetings; taxes; insurance; expenses of the issuance, sale (including stock certificates, registration and qualification expenses), or repurchase of shares of the fund; legal and auditing expenses; expenses pursuant to the fund’s plans of distribution; fees and expense reimbursements paid to trustees and advisory board members; association dues; and costs of stationery and forms prepared exclusively for the fund.
The business manager has agreed to pay to the fund annually, immediately after the fiscal year end, the amount by which the total expenses of the fund for any particular fiscal year exceed an amount equal to 1% of the average net assets of the fund for the year. No such reimbursement was necessary in fiscal 2010. The expense limitation described above shall apply only to Class A shares issued by the fund and shall not apply to any other class(es) of shares the fund may issue. Any new class(es) of shares issued by the fund will not be subject to an expense limitation. However, notwithstanding the foregoing, to the extent the business manager is required to reduce its management fee due to the expenses of the Class A shares exceeding the stated limit, the reduction in the management fee will reduce the fund’s management fee expense similarly for all other classes of shares of the fund.
The business manager makes payments to the investment adviser for performing various accounting services for the fund and the American Funds Tax-Exempt Series I. The amount paid to the investment adviser may be found in the most recent shareholder report. The business manager also makes payments to support compensation paid to dealers (for additional information, see "Other compensation to dealers" below). The amount of these payments to support dealer compensation were approximately $2.2 million for the year ended December 31, 2009. The business manager receives a monthly fee, accrued daily, at the annual rate of 0.1170% of the first $3 billion of the fund’s net assets, 0.0550% of net assets in excess of $3 billion but not exceeding $8 billion, 0.0430% of net assets in excess of $8 billion but not exceeding $12 billion, 0.042% of net assets in excess of $12 billion but not exceeding $21 billion, 0.0400% of net assets in excess of $21 billion but not exceeding $44 billion, and 0.0375% of net assets in excess of $44 billion.
For the fiscal years ended April 30, 2010, 2009 and 2008, the business manager was entitled to receive from the fund fees of $43,565,000, $46,735,000 and $57,171,000, respectively. After giving effect to the business manager fee waiver described below, the fund paid the business manager $43,392,000 (a reduction of $3,343,000) and $51,453,000 (a reduction of $5,718,000) for the fiscal years ended April 30, 2009 and 2008, respectively.
The current Business Management Agreement, unless sooner terminated, will continue in effect until August 31, 2011 and may be renewed from year to year thereafter, provided that any such renewal has been specifically approved at least annually by (
a
) the board of trustees, or by the vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the fund, and (
b
) the vote of a majority of trustees who are not parties to the Business Management Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. The Business Management Agreement provides that the business manager has no liability to the fund for its acts or omissions in the performance of its obligations to the fund not involving willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations under the Business Management Agreement.
The business manager has established a charitable foundation, Washington Management Corporation Foundation, which makes contributions to charities organized under Section 501(c)(3) or 509(a)(2) of the Internal Revenue Code. Employees of the business manager and its affiliates, as well as trustees, trustees emeriti, advisory board members and officers of the fund, may participate in a gift matching program sponsored by the foundation .
For the period from September 1, 2004 until March 31, 2005, the business manager agreed to waive 5% of the fees that it was otherwise entitled to receive under the Business Management Agreement. From April 1, 2005 through December 31, 2008, this waiver increased to 10% of the fees that the business manager was otherwise entitled to receive. The waiver was discontinued effective January 1, 2009.
Investment adviser —
Capital Research and Management Company, the fund’s investment adviser, founded in 1931, maintains research facilities in the United States and abroad (Los Angeles, San Francisco, New York, Washington, DC, London, Geneva, Hong Kong, Singapore and Tokyo). These facilities are staffed with experienced investment professionals. The investment adviser is located at 333 South Hope Street, Los Angeles, CA 90071 and 6455 Irvine Center Drive, Irvine, CA 92618. It is a wholly owned subsidiary of The Capital Group Companies, Inc., a holding company for several investment management subsidiaries. Capital Research and Management Company manages equity assets through two investment divisions, Capital World Investors and Capital Research Global Investors, and manages fixed-income assets through its Fixed Income division. Capital World Investors and Capital Research Global Investors make investment decisions on an independent basis.
Rather than remain as investment divisions, Capital World Investors and Capital Research Global Investors may be incorporated into wholly owned subsidiaries of Capital Research and Management Company. In that event, Capital Research and Management Company would continue to be the investment adviser, and day-to-day investment management of equity assets would continue to be carried out through one or both of these subsidiaries. Although not currently contemplated, Capital Research and Management Company could incorporate its Fixed Income division in the future and engage it to provide day-to-day investment management of fixed-income assets. Capital Research and Management Company and each of the funds it advises have applied to the U.S. Securities and Exchange Commission for an exemptive order that would give Capital Research and Management Company the authority to use, upon approval of the fund’s board, its management subsidiaries and affiliates to provide day-to-day investment management services to the fund, including making changes to the management subsidiaries and affiliates providing such services. The fund’s shareholders approved this arrangement at a meeting of the fund’s shareholders on November 24, 2009. There is no assurance that Capital Research and Management Company will incorporate its investment divisions or exercise any authority, if granted, under an exemptive order.
The investment adviser has adopted policies and procedures that address issues that may arise as a result of an investment professional’s management of the fund and other funds and accounts. Potential issues could involve allocation of investment opportunities and trades among funds and accounts, use of information regarding the timing of fund trades, investment professional compensation and voting relating to portfolio securities. The investment adviser believes that its policies and procedures are reasonably designed to address these issues.
Compensation of investment professionals —
As described in the prospectus, the investment adviser uses a system of multiple portfolio counselors in managing fund assets. In addition, Capital Research and Management Company’s investment analysts may make investment decisions with respect to a portion of a fund’s portfolio within their research coverage.
Portfolio counselors and investment analysts are paid competitive salaries by Capital Research and Management Company. In addition, they may receive bonuses based on their individual portfolio results. Investment professionals also may participate in profit-sharing plans. The relative mix of compensation represented by bonuses, salary and profit-sharing plans will vary depending on the individual’s portfolio results, contributions to the organization and other factors.
To encourage a long-term focus, bonuses based on investment results are calculated by comparing pretax total investment returns to relevant benchmarks over the most recent year, a four-year rolling average and an eight-year rolling average with greater weight placed on the four-year and eight-year rolling averages. For portfolio counselors, benchmarks may include measures of the marketplaces in which the fund invests and measures of the results of comparable mutual funds. For investment analysts, benchmarks may include relevant market measures and appropriate industry or sector indexes reflecting their areas of expertise. Capital Research and Management Company makes periodic subjective assessments of analysts’ contributions to the investment process and this is an element of their overall compensation. The investment results of each of the fund’s portfolio counselors may be measured against one or more of the following benchmarks, depending on his or her investment focus: S&P 500, the securities that are eligible to be purchased by the fund and Lipper Growth & Income Funds Index.
Portfolio counselor fund holdings and other managed accounts —
As described below, portfolio counselors may personally own shares of the fund. In addition, portfolio counselors may manage portions of other mutual funds or accounts advised by Capital Research and Management Company or its affiliates.
The following table reflects information as of April 30, 2010:
Portfolio
counselor
|
Dollar range
of fund
shares
owned
1
|
Number
of other
registered
investment
companies (RICs)
for which
portfolio
counselor
is a manager
(assets of RICs
in billions)
2
|
Number
of other
pooled
investment
vehicles (PIVs)
for which
portfolio
counselor
is a manager
(assets of PIVs
in billions)
3
|
Number
of other
accounts
for which
portfolio
counselor
is a manager
(assets of
other accounts
in billions)
4
|
Alan N. Berro
|
Over $1,000,000
|
3
|
|
$161.3
|
None
|
None
|
James K. Dunton
|
$500,001 – $1,000,000
|
2
|
|
$121.0
|
None
|
None
|
Gregory D. Johnson
|
$100,001 – $500,000
|
3
|
|
$154.1
|
None
|
None
|
Jeffrey T. Lager
|
$500,001 – $1,000,000
|
1
|
|
$104.5
|
None
|
None
|
Robert G. O’Donnell
|
$100,001 – $500,000
|
2
|
|
$49.6
|
None
|
None
|
James F. Rothenberg
|
$500,001 – $1,000,000
|
1
|
|
$162.6
|
None
|
None
|
Ronald B. Morrow
|
$100,001 – $500,000
|
3
|
|
$314.7
|
None
|
None
|
Eugene P. Stein
|
Over $1,000,000
|
1
|
|
$104.5
|
None
|
None
|
1
|
Ownership disclosure is made using the following ranges: None; $1 – $10,000; $10,001 – $50,000; $50,001 – $100,000; $100,001 – $500,000; $500,001 – $1,000,000; and Over $1,000,000.The amounts listed include shares owned through The Capital Group Companies, Inc. retirement plan and 401(k) plan.
|
2
|
Indicates fund(s) where the portfolio counselor also has significant responsibilities for the day to day management of the fund(s). Assets noted are the total net assets of the registered investment companies and are not the total assets managed by the individual, which is a substantially lower amount. No fund has an advisory fee that is based on the performance of the fund.
|
3
|
Represents funds advised or sub-advised by Capital Research and Management Company or its affiliates and sold outside the United States and/or fixed-income assets in institutional accounts managed by investment adviser subsidiaries of Capital Group International, Inc., an affiliate of Capital Research and Management Company. Assets noted are the total net assets of the funds or accounts and are not the total assets managed by the individual, which is a substantially lower amount. No fund or account has an advisory fee that is based on the performance of the fund or account.
|
4
|
Reflects other professionally managed accounts held at companies affiliated with Capital Research and Management Company. Personal brokerage accounts of portfolio counselors and their families are not reflected.
|
Investment advisory agreement —
The Investment Advisory Agreement (the “Agreement”) between the fund and the investment adviser will continue in effect until August 31, 2011, unless sooner terminated, and may be renewed from year to year thereafter, provided that any such renewal has been specifically approved at least annually by (
a
) the board of trustees, or by the vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the fund, and (
b
) the vote of a majority of trustees who are not parties to the Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. The Agreement provides that the investment adviser has no liability to the fund for its acts or omissions in the performance of its obligations to the fund not involving willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations under the Agreement. The Agreement also provides that either party has the right to terminate it, without penalty, upon 60 days’ written notice to the other party, and that the Agreement automatically terminates in the event of its assignment (as defined in the 1940 Act). In addition, the Agreement provides that the investment adviser may delegate all, or a portion of, its investment management responsibilities to one or more subsidiary advisers approved by the fund’s board, pursuant to an agreement between the investment adviser and such subsidiary. Any such subsidiary adviser will be paid solely by the investment adviser out of its fees.
In considering the renewal of the Agreement each year, the governance committee, sitting as the contracts subcommittee, of the board of trustees evaluates information from several sources, including information provided by the business manager and investment adviser in accordance with Section 15(c) of the 1940 Act and presents its recommendations to the full board of trustees.
That information typically relates to: the nature, extent and quality of the investment adviser’s services; the fund’s investment results on an absolute basis and as compared with various indices and peer funds; the fund’s advisory fee and other expenses on absolute basis and as compared with various indices and peer funds, as well as other funds advised by the investment adviser; financial information concerning the investment adviser, including profitability comparisons with certain publicly-held mutual fund managers; information with respect to the sharing of economies of scale; compliance and regulatory matters; fees charged by the investment adviser’s affiliates to institutional clients; and investment adviser compliance, regulatory and personnel matters. In preparation for its most recent meeting, the committee reviewed such information in advance. At the meeting, the members of the committee discussed the information with representatives of the investment adviser, posed questions and consulted in executive session with independent counsel to the fund’s independent trustees.
The investment adviser manages the investment portfolio of the fund subject to the policies established by the board of trustees and places orders for the fund’s portfolio securities transactions. As compensation for its services, the investment adviser receives a monthly fee, accrued daily, at the annual rate of 0.225% of the first $3 billion of the fund’s net assets, 0.21% of net assets in excess of $3 billion but not exceeding $8 billion, 0.20% of net assets in excess of $8 billion but not exceeding $21 billion, 0.195% of net assets in excess of $21 billion but not exceeding $34 billion, 0.19% of net assets in excess of $34 billion but not exceeding $55 billion, 0.185% of net assets in excess of $55 billion but not exceeding $71 billion, 0.18% of net assets in excess of $71 billion but not exceeding $89 billion and 0.177% of net assets in excess of $89 billion.
For the fiscal years ended April 30, 2010, 2009 and 2008, the investment adviser was entitled to receive from the fund management fees of $95,872,000, $110,730,000 and $160,915,000, respectively. After giving effect to the management fee waivers/expense reimbursements described below, the fund paid the investment adviser management fees of $102,452,000 (a reduction of $8,278,000) and $144,823,000 (a reduction of $16,092,000) for the fiscal years ended April 30, 2009 and 2008, respectively.
For the period from September 1, 2004 through March 31, 2005, the investment adviser agreed to waive 5% of the management fees that it was otherwise entitled to receive under the Agreement. From April 1, 2005 through December 31, 2008, this waiver increased to 10% of the management fees that the investment adviser was otherwise entitled to receive. The waiver was discontinued effective January 1, 2009.
Administrative services agreement —
The Administrative Services Agreement (the “Administrative Agreement”) between the fund and the investment adviser relating to the fund’s Class C, F, R and 529 shares will continue in effect until August 31, 2011, unless sooner terminated, and may be renewed from year to year thereafter, provided that any such renewal has been specifically approved at least annually by the vote of a majority of trustees who are not parties to the Administrative Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. The fund may terminate the Administrative Agreement at any time by vote of a majority of independent trustees. The investment adviser has the right to terminate the Administrative Agreement upon 60 days’ written notice to the fund. The Administrative Agreement automatically terminates in the event of its assignment (as defined in the 1940 Act).
Under the Administrative Agreement, the investment adviser provides certain transfer agent and administrative services for shareholders of the fund’s Class C and F shares, and Class R and 529 shares. The investment adviser may contract with third parties, including American Funds Service Company,
®
the fund’s Transfer Agent, to provide some of these services. Services include, but are not limited to, shareholder account maintenance, transaction processing, tax information reporting and shareholder and fund communications. In addition, the investment adviser monitors, coordinates, oversees and assists with the activities performed by third parties providing such services.
The investment adviser receives an administrative services fee at the annual rate of up to 0.15% of the average daily net assets for Class C, F, R (excluding Class R-5 and R-6 shares) and 529 shares for administrative services provided to these share classes. Administrative services fees are paid monthly and accrued daily. The investment adviser uses a portion of this fee to compensate third parties for administrative services provided to the fund. Of the remainder, the investment adviser does not retain more than 0.05% of the average daily net assets for each applicable share class. For Class R-5 and R-6 shares, the administrative services fee is calculated at the annual rate of up to 0.10% and 0.05%, respectively, of the average daily net assets of such class. The administrative services fee includes compensation for transfer agent and shareholder services provided to the fund’s Class C, F, R and 529 shares. In addition to making administrative service fee payments to unaffiliated third parties, the investment adviser also makes payments from the administrative services fee to American Funds Service Company according to a fee schedule, based principally on the number of accounts serviced, contained in a Shareholder Services Agreement between the fund and American Funds Service Company. A portion of the fees paid to American Funds Service Company for transfer agent services is also paid directly from the relevant share class.
During the 2010 fiscal year, administrative services fees, gross of any payments made by the investment adviser, were:
|
Administrative services fee
|
Class C
|
$3,059,000
|
Class F-1
|
2,498,000
|
Class F-2
|
463,000
|
Class 529-A
|
1,042,000
|
Class 529-B
|
198,000
|
Class 529-C
|
358,000
|
Class 529-E
|
60,000
|
Class 529-F-1
|
54,000
|
Class R-1
|
92,000
|
Class R-2
|
2,876,000
|
Class R-3
|
2,502,000
|
Class R-4
|
1,550,000
|
Class R-5
|
796,000
|
Class R-6
|
274,000
|
Principal Underwriter and plans of distribution —
American Funds Distributors,® Inc. (the “Principal Underwriter”) is the principal underwriter of the fund’s shares. The Principal Underwriter is located at 333 South Hope Street, Los Angeles, CA 90071; 6455 Irvine Center Drive, Irvine, CA 92618; 3500 Wiseman Boulevard, San Antonio, TX 78251; 12711 North Meridian Street, Carmel, IN 46032; and 5300 Robin Hood Road, Norfolk, VA 23513.
The Principal Underwriter receives revenues relating to sales of the fund’s shares, as follows:
·
|
For Class A and 529-A shares, the Principal Underwriter receives commission revenue consisting of the balance of the Class A and 529-A sales charge remaining after the allowances by the Principal Underwriter to investment dealers.
|
·
|
For Class B and 529-B shares sold prior to April 21, 2009, the Principal Underwriter sold its rights to the 0.75% distribution-related portion of the 12b-1 fees paid by the fund, as well as any contingent deferred sales charges, to a third party. The Principal Underwriter compensated investment dealers for sales of Class B and 529-B shares out of the proceeds of this sale and kept any amounts remaining after this compensation was paid.
|
·
|
For Class C and 529-C shares, the Principal Underwriter receives any contingent deferred sales charges that apply during the first year after purchase.
|
In addition, the fund reimburses the Principal Underwriter for advancing immediate service fees to qualified dealers and advisers upon the sale of Class C and 529-C shares. The fund also reimbursed the Principal Underwriter for advancing immediate service fees to qualified dealers on sales of Class B and 529-B shares prior to April 21, 2009. The fund also reimburses the Principal Underwriter for service fees (and, in the case of Class 529-E shares, commissions) paid on a quarterly basis to qualified dealers and advisers in connection with investments in Class F-1, 529-F-1, 529-E, R-1, R-2, R-3 and R-4 shares.
Commissions, revenue or service fees retained by the Principal Underwriter after allowances or compensation to dealers were:
|
Fiscal year
|
Commissions,
revenue
or fees retained
|
Allowance or
compensation
to dealers
|
Class A
|
|
2010
|
|
|
$5,003,000
|
|
$22,140,000
|
|
|
|
2009
|
|
|
8,039,000
|
|
35,351,000
|
|
|
|
2008
|
|
|
13,480,000
|
|
58,574,000
|
|
Class B
|
|
2010
|
|
|
—
|
|
—
|
|
|
|
2009
|
|
|
246,000
|
|
2,083,000
|
|
|
|
2008
|
|
|
591,000
|
|
3,631,000
|
|
Class C
|
|
2010
|
|
|
294,000
|
|
1,072,000
|
|
|
|
2009
|
|
|
505,000
|
|
1,479,000
|
|
|
|
2008
|
|
|
908,000
|
|
2,675,000
|
|
Class 529-A
|
|
2010
|
|
|
458,000
|
|
2,157,000
|
|
|
|
2009
|
|
|
534,000
|
|
2,480,000
|
|
|
|
2008
|
|
|
834,000
|
|
3,848,000
|
|
Class 529-B
|
|
2010
|
|
|
—
|
|
—
|
|
|
|
2009
|
|
|
44,000
|
|
338,000
|
|
|
|
2008
|
|
|
76,000
|
|
554,000
|
|
Class 529-C
|
|
2010
|
|
|
17,000
|
|
257,000
|
|
|
|
2009
|
|
|
26,000
|
|
307,000
|
|
|
|
2008
|
|
|
55,000
|
|
483,000
|
|
Plans of distribution — The fund has adopted plans of distribution (the “Plans”) pursuant to rule 12b-1 under the 1940 Act. The Plans permit the fund to expend amounts to finance any activity primarily intended to result in the sale of fund shares, provided the fund’s board of trustees has approved the category of expenses for which payment is being made.
Each Plan is specific to a particular share class of the fund. As the fund has not adopted a Plan for Class F-2, Class R-5 or Class R-6, no 12b-1 fees are paid from Class F-2, Class R-5 or Class R-6 share assets and the following disclosure is not applicable to these share classes.
Payments under the Plans may be made for service-related and/or distribution-related expenses. Service-related expenses include paying service fees to qualified dealers. Distribution-related expenses include commissions paid to qualified dealers. The amounts actually paid under the Plans for the past fiscal year, expressed as a percentage of the fund’s average daily net assets attributable to the applicable share class, are disclosed in the prospectus under “Fees and expenses of the fund.” Further information regarding the amounts available under each Plan is in the “Plans of Distribution” section of the prospectus.
Following is a brief description of the Plans:
Class A and 529-A —
For Class A and 529-A shares, up to 0.25% of the fund’s average daily net assets attributable to such shares is reimbursed to the Principal Underwriter for paying service-related expenses, and the balance available under the applicable Plan may be paid to the Principal Underwriter for distribution-related expenses. The fund may annually expend up to 0.25% for Class A shares and up to 0.50% for Class 529-A shares under the applicable Plan.
Distribution-related expenses for Class A and 529-A shares include dealer commissions and wholesaler compensation paid on sales of shares of $1 million or more purchased without a sales charge. Commissions on these “no load” purchases (which are described in further detail under the “Sales Charges” section of this statement of additional information) in excess of the Class A and 529-A Plan limitations and not reimbursed to the Principal Underwriter during the most recent fiscal quarter are recoverable for five quarters, provided that the reimbursement of such commissions does not cause the fund to exceed the annual expense limit. After five quarters, these commissions are not recoverable.
Class B and 529-B —
The Plans for Class B and 529-B shares provide for payments to the Principal Underwriter of up to 0.25% of the fund’s average daily net assets attributable to such shares for paying service-related expenses and 0.75% for distribution-related expenses, which include the financing of commissions paid to qualified dealers.
Other share classes (Class C, 529-C, F-1, 529-F-1, 529-E, R-1, R-2, R-3 and R-4) —
The Plans for each of the other share classes that have adopted Plans provide for payments to the Principal Underwriter for paying service-related and distribution-related expenses of up to the following amounts of the fund’s average daily net assets attributable to such shares:
Share class
|
Service
related
payments
1
|
Distribution
related
payments
1
|
Total
allowable
under
the Plans
2
|
Class C
|
0.25%
|
0.75%
|
1.00%
|
Class 529-C
|
0.25
|
0.75
|
1.00
|
Class F-1
|
0.25
|
—
|
0.50
|
Class 529-F-1
|
0.25
|
—
|
0.50
|
Class 529-E
|
0.25
|
0.25
|
0.75
|
Class R-1
|
0.25
|
0.75
|
1.00
|
Class R-2
|
0.25
|
0.50
|
1.00
|
Class R-3
|
0.25
|
0.25
|
0.75
|
Class R-4
|
0.25
|
—
|
0.50
|
1
|
Amounts in these columns represent the amounts approved by the board of trustees under the applicable Plan.
|
2
|
The fund may annually expend the amounts set forth in this column under the current Plans with the approval of the board of trustees.
|
During the 2010 fiscal year, 12b-1 expenses accrued and paid, and if applicable, unpaid, were:
|
12b-1 expenses
|
12b-1 unpaid liability
outstanding
|
Class A
|
$87,873,000
|
|
$12,231,000
|
|
Class B
|
13,864,000
|
|
1,297,000
|
|
Class C
|
17,608,000
|
|
2,591,000
|
|
Class F-1
|
4,038,000
|
|
809,000
|
|
Class 529-A
|
1,794,000
|
|
304,000
|
|
Class 529-B
|
1,408,000
|
|
156,000
|
|
Class 529-C
|
2,605,000
|
|
455,000
|
|
Class 529-E
|
239,000
|
|
43,000
|
|
Class 529-F-1
|
0
|
|
0
|
|
Class R-1
|
556,000
|
|
115,000
|
|
Class R-2
|
4,780,000
|
|
839,000
|
|
Class R-3
|
5,907,000
|
|
1,025,000
|
|
Class R-4
|
2,630,000
|
|
448,000
|
|
Approval of the Plans — As required by rule 12b-1 and the 1940 Act, the Plans (together with the Principal Underwriting Agreement) have been approved by the full board of trustees and separately by a majority of the independent trustees of the fund who have no direct or indirect financial interest in the operation of the Plans or the Principal Underwriting Agreement. In addition, the selection and nomination of independent trustees of the fund are committed to the discretion of the independent trustees during the existence of the Plans.
Potential benefits of the Plans to the fund include quality shareholder services, savings to the fund in transfer agency costs, and benefits to the investment process from growth or stability of assets. The Plans may not be amended to materially increase the amount spent for distribution without shareholder approval. Plan expenses are reviewed quarterly by the board of trustees and the Plans must be renewed annually by the board of trustees.
Fee to Virginia College Savings Plan —
With respect to Class 529 shares, as compensation for its oversight and administration, Virginia College Savings Plan receives a quarterly fee accrued daily and calculated at the annual rate of 0.10% on the first $30 billion of the net assets invested in Class 529 shares of the American Funds, 0.09% on net assets between $30 billion and $60 billion, 0.08% on net assets between $60 billion and $90 billion, 0.07% on net assets between $90 billion and $120 billion, and 0.06% on net assets between $120 billion and $150 billion. The fee for any given calendar quarter is accrued and calculated on the basis of average net assets of Class 529 shares of the American Funds for the last month of the prior calendar quarter.
Other compensation to dealers —
As of July 2010, the top dealers (or their affiliates) that American Funds Distributors anticipates will receive additional compensation (as described in the prospectus) include:
|
Cadaret, Grant & Co., Inc.
|
|
Cambridge Investment Research, Inc.
|
|
Financial Network Investment Corporation
|
|
Guaranty Brokerage Services, Inc.
|
|
Multi-Financial Securities Corporation
|
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Primevest Financial Services, Inc.
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Commonwealth Financial Network
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Genworth Financial Securities Corporation
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HTK / Janney Montgomery Group
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Hornor, Townsend & Kent, Inc.
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Janney Montgomery Scott LLC
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ING Financial Partners, Inc.
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Transamerica Financial Advisors, Inc.
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J. J. B. Hilliard, W. L. Lyons, LLC
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J.P. Morgan Chase Banc One
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Chase Investment Services Corp.
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J.P. Morgan Securities Inc.
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Lincoln Financial Advisors Corporation
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Lincoln Financial Securities Corporation
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Associated Securities Corp.
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LPL Financial Corporation
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Mutual Service Corporation
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Uvest Investment Services
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Waterstone Financial Group, Inc.
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Merrill Lynch Banc of America
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Banc of America Investment Services, Inc.
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Banc of America Securities LLC
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Merrill Lynch, Pierce, Fenner & Smith Incorporated
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Nathan & Lewis Securities, Inc.
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Tower Square Securities, Inc.
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Walnut Street Securities, Inc.
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MML Investors Services, Inc.
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Morgan Keegan & Company, Inc.
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Morgan Stanley Smith Barney LLC
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National Planning Holdings Inc.
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Invest Financial Corporation
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Investment Centers of America, Inc.
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National Planning Corporation
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Northwestern Mutual Investment Services, LLC
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Park Avenue Securities LLC
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PNC Bank, National Association
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Raymond James & Associates, Inc.
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Raymond James Financial Services Inc.
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RBC Capital Markets Corporation
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Robert W. Baird & Co. Incorporated
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Stifel, Nicolaus & Company, Incorporated
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SunTrust Investment Services, Inc.
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FSC Securities Corporation
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Royal Alliance Associates, Inc.
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SagePoint Financial, Inc.
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Sentra Securities Corporation
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U.S. Bancorp Investments, Inc.
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UBS Financial Services Inc.
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A. G. Edwards, A Division Of Wells Fargo Advisors, LLC
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Captrust Financial Advisors
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First Union Securities Financial Network, Inc.
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Southtrust Securities, Inc.
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Wachovia Securities, Inc.
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Wells Fargo Advisors Financial Network, LLC
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Wells Fargo Advisors Investment Services Group
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Wells Fargo Advisors Latin American Channel
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Wells Fargo Advisors Private Client Group
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Wells Fargo Investments, LLC
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Execution of portfolio transactions
The investment adviser places orders with broker-dealers for the fund’s portfolio transactions. Purchases and sales of equity securities on a securities exchange or an over-the-counter market are effected through broker-dealers who receive commissions for their services. Generally, commissions relating to securities traded on foreign exchanges will be higher than commissions relating to securities traded on U.S. exchanges and may not be subject to negotiation. Equity securities may also be purchased from underwriters at prices that include underwriting fees. Purchases and sales of fixed-income securities are generally made with an issuer or a primary market-maker acting as principal with no stated brokerage commission. The price paid to an underwriter for fixed-income securities includes underwriting fees. Prices for fixed-income securities in secondary trades usually include undisclosed compensation to the market-maker reflecting the spread between the bid and ask prices for the securities.
In selecting broker-dealers, the investment adviser strives to obtain “best execution” (the most favorable total price reasonably attainable under the circumstances) for the fund’s portfolio transactions, taking into account a variety of factors. These factors include the size and type of transaction, the nature and character of the markets for the security to be purchased or sold, the cost, quality and reliability of the executions and the broker-dealer’s ability to offer liquidity and anonymity. The investment adviser considers these factors, which involve qualitative judgments, when selecting broker-dealers and execution venues for fund portfolio transactions. The investment adviser views best execution as a process that should be evaluated over time as part of an overall relationship with particular broker-dealer firms rather than on a trade-by-trade basis. The fund does not consider the investment adviser as having an obligation to obtain the lowest commission rate available for a portfolio transaction to the exclusion of price, service and qualitative considerations.
The investment adviser may execute portfolio transactions with broker-dealers who provide certain brokerage and/or investment research services to it, but only when in the investment adviser’s judgment the broker-dealer is capable of providing best execution for that transaction. The receipt of these services permits the investment adviser to supplement its own research and analysis and makes available the views of, and information from, individuals and the research staffs of other firms. Such views and information may be provided in the form of written reports, telephone contacts and meetings with securities analysts. These services may include, among other things, reports and other communications with respect to individual companies, industries, countries and regions, economic, political and legal developments, as well as scheduling meetings with corporate executives and seminars and conferences related to relevant subject matters. The investment adviser considers these services to be supplemental to its own internal research efforts and therefore the receipt of investment research from broker-dealers does not tend to reduce the expenses involved in the investment adviser’s research efforts. If broker-dealers were to discontinue providing such services it is unlikely the investment adviser would attempt to replicate them on its own, in part because they would then no longer provide an independent, supplemental viewpoint. Nonetheless, if it were to attempt to do so, the investment adviser would incur substantial additional costs. Research services that the investment adviser receives from broker-dealers may be used by the investment adviser in servicing the fund and other funds and accounts that it advises; however, not all such services will necessarily benefit the fund.
The investment adviser may pay commissions in excess of what other broker-dealers might have charged - including on an execution-only basis - for certain portfolio transactions in recognition of brokerage and/or investment research services provided by a broker-dealer. In this regard, the investment adviser has adopted a brokerage allocation procedure consistent with the requirements of Section 28(e) of the U.S. Securities Exchange Act of 1934. Section 28(e) permits an investment adviser to cause an account to pay a higher commission to a broker-dealer that provides certain brokerage and/or investment research services to the investment adviser, if the investment adviser makes a good faith determination that such commissions are reasonable in relation to the value of the services provided by such broker-dealer to the investment adviser in terms of that particular transaction or the investment adviser’s overall responsibility to the fund and other accounts that it advises. Certain brokerage and/or investment research services may not necessarily benefit all accounts paying commissions to each such broker-dealer; therefore, the investment adviser assesses the reasonableness of commissions in light of the total brokerage and investment research services provided by each particular broker-dealer.
In accordance with its internal brokerage allocation procedure, each equity investment division of the investment adviser periodically assesses the brokerage and investment research services provided by each broker-dealer from which it receives such services. Using its judgment, each equity investment division of the investment adviser then creates lists with suggested levels of commissions for particular broker-dealers and provides those lists to its trading desks. Neither the investment adviser nor the fund incurs any obligation to any broker-dealer to pay for research by generating trading commissions. The actual level of business received by any broker-dealer may be less than the suggested level of commissions and can, and often does, exceed the suggested level in the normal course of business. As part of its ongoing relationships with broker-dealers, the investment adviser routinely meets with firms, typically at the firm’s request, to discuss the level and quality of the brokerage and research services provided, as well as the perceived value and cost of such services. In valuing the brokerage and investment research services the investment adviser receives from broker-dealers in connection with its good faith determination of reasonableness, the investment adviser does not attribute a dollar value to such services, but rather takes various factors into consideration, including the quantity, quality and usefulness of the services to the investment adviser.
The investment adviser seeks, on an ongoing basis, to determine what the reasonable levels of commission rates are in the marketplace. The investment adviser takes various considerations into account when evaluating such reasonableness, including, (
a
) rates quoted by broker-dealers, (
b
) the size of a particular transaction in terms of the number of shares and dollar amount, (
c
) the complexity of a particular transaction, (
d
) the nature and character of the markets on which a particular trade takes place, (
e
) the ability of a broker-dealer to provide anonymity while executing trades, (
f
) the ability of a broker-dealer to execute large trades while minimizing market impact, (
g
) the extent to which a broker-dealer has put its own capital at risk, (
h
) the level and type of business done with a particular broker-dealer over a period of time, (
i
) historical commission rates, and (
j
) commission rates that other institutional investors are paying.
When executing portfolio transactions in the same equity security for the funds and accounts, or portions of funds and accounts, over which the investment adviser, through its equity investment divisions, has investment discretion, each of the investment divisions will normally aggregate its respective purchases or sales and execute them as part of the same transaction or series of transactions. When executing portfolio transactions in the same fixed-income security for the fund and the other funds or accounts over which it or one of its affiliated companies has investment discretion, the investment adviser will normally aggregate such purchases or sales and execute them as part of the same transaction or series of transactions. The objective of aggregating purchases and sales of a security is to allocate executions in an equitable manner among the funds and other accounts that have concurrently authorized a transaction in such security.
The investment adviser may place orders for the fund’s portfolio transactions with broker-dealers who have sold shares of the funds managed by the investment adviser or its affiliated companies; however, it does not consider whether a broker-dealer has sold shares of the funds managed by the investment adviser or its affiliated companies when placing any such orders for the fund’s portfolio transactions.
Brokerage commissions paid on portfolio transactions for the fiscal years ended April 30, 2010, 2009 and 2008 amounted to $19,365,000, $40,517,000 and $19,435,000, respectively. The volume of trading activity decreased during the 2009–2010 fiscal year, resulting in a decrease in brokerage commissions paid on portfolio transactions. The increase in commissions between 2008 and 2009 was largely due to increased brokerage transactions.
The fund is required to disclose information regarding investments in the securities of its “regular” broker-dealers (or parent companies of its regular broker-dealers) that derive more than 15% of their revenue from broker-dealer, underwriter or investment adviser activities. A regular broker-dealer is (
a
) one of the 10 broker-dealers that received from the fund the largest amount of brokerage commissions by participating, directly or indirectly, in the fund’s portfolio transactions during the fund’s most recent fiscal year; (
b
) one of the 10 broker-dealers that engaged as principal in the largest dollar amount of portfolio transactions of the fund during the fund’s most recent fiscal year; or (
c
) one of the 10 broker-dealers that sold the largest amount of securities of the fund during the fund’s most recent fiscal year.
At the end of the fund’s most recent fiscal year, the fund did not hold securities of its regular broker-dealers.
During fiscal years 2010, 2009 and 2008 Johnston, Lemon & Co. Incorporated received no commissions for executing portfolio transactions for the fund. Johnston, Lemon & Co. Incorporated will not participate in commissions paid by the fund to other brokers or dealers and will not receive any reciprocal business, directly or indirectly, as a result of such commissions .
Disclosure of portfolio holdings
The fund’s investment adviser, on behalf of the fund, has adopted policies and procedures with respect to the disclosure of information about fund portfolio securities. These policies and procedures have been reviewed by the fund’s board of trustees and compliance will be periodically assessed by the board in connection with reporting from the fund’s Chief Compliance Officer.
Under these policies and procedures, the fund’s complete list of portfolio holdings available for public disclosure, dated as of the end of each calendar quarter, is permitted to be posted on the American Funds website no earlier than the tenth day after such calendar quarter. In practice, the public portfolio typically is posted on the website approximately 45 days after the end of the calendar quarter. In addition, the fund’s list of top 10 equity portfolio holdings measured by percentage of net assets invested, dated as of the end of each calendar month, is permitted to be posted on the American Funds website no earlier than the tenth day after such month. Such portfolio holdings information may then be disclosed to any person pursuant to an ongoing arrangement to disclose portfolio holdings information to such person no earlier than one day after the day on which the information is posted on the American Funds website. The fund’s business manager, custodian, outside counsel and auditor, each of which requires portfolio holdings information for legitimate business and fund oversight purposes, may receive the information earlier.
Affiliated persons of the fund, including officers of the fund and employees of the investment adviser and its affiliates, who receive portfolio holdings information are subject to restrictions and limitations on the use and handling of such information pursuant to applicable codes of ethics, including requirements not to trade in securities based on confidential and proprietary investment information, to maintain the confidentiality of such information, and to preclear securities trades and report securities transactions activity, as applicable. For more information on these restrictions and limitations, please see the “Code of Ethics” section in this statement of additional information and the Code of Ethics. Third party service providers of the fund, as described in this statement of additional information, receiving such information are subject to confidentiality obligations. When portfolio holdings information is disclosed other than through the American Funds website to persons not affiliated with the fund (which, as described above, would typically occur no earlier than one day after the day on which the information is posted on the American Funds website), such persons will be bound by agreements (including confidentiality agreements) or fiduciary obligations that restrict and limit their use of the information to legitimate business uses only. Neither the fund nor its investment adviser or any affiliate thereof receives compensation or other consideration in connection with the disclosure of information about portfolio securities.
Subject to board policies, the authority to disclose a fund’s portfolio holdings, and to establish policies with respect to such disclosure, resides with the appropriate investment-related committees of the fund’s investment adviser. In exercising their authority, the committees determine whether disclosure of information about the fund’s portfolio securities is appropriate and in the best interest of fund shareholders. The investment adviser has implemented policies and procedures to address conflicts of interest that may arise from the disclosure of fund holdings. For example, the investment adviser’s code of ethics specifically requires, among other things, the safeguarding of information about fund holdings and contains prohibitions designed to prevent the personal use of confidential, proprietary investment information in a way that would conflict with fund transactions. In addition, the investment adviser believes that its current policy of not selling portfolio holdings information and not disclosing such information to unaffiliated third parties until such holdings have been made public on the American Funds website (other than to certain fund service providers for legitimate business and fund oversight purposes) helps reduce potential conflicts of interest between fund shareholders and the investment adviser and its affiliates.
Price of shares
Shares are purchased at the offering price or sold at the net asset value price next determined after the purchase or sell order is received by the fund or the Transfer Agent provided that your request contains all information and legal documentation necessary to process the transaction. The Transfer Agent may accept written orders for the sale of fund shares on a future date. These orders are subject to the Transfer Agent’s policies, which generally allow shareholders to provide a written request to sell shares at the net asset value on a specified date no more than five business days after receipt of the order by the Transfer Agent. Any request to sell shares on a future date will be rejected if the request is not in writing, if the requested transaction date is more than five business days after the Transfer Agent receives the request or if the request does not contain all information and legal documentation necessary to process the transaction.
The offering or net asset value price is effective for orders received prior to the time of determination of the net asset value and, in the case of orders placed with dealers or their authorized designees, accepted by the Principal Underwriter, the Transfer Agent, a dealer or any of their designees. In the case of orders sent directly to the fund or the Transfer Agent, an investment dealer should be indicated. The dealer is responsible for promptly transmitting purchase and sell orders to the Principal Underwriter.
Orders received by the investment dealer or authorized designee, the Transfer Agent or the fund after the time of the determination of the net asset value will be entered at the next calculated offering price. Note that investment dealers or other intermediaries may have their own rules about share transactions and may have earlier cut-off times than those of the fund. For more information about how to purchase through your intermediary, contact your intermediary directly.
Prices that appear in the newspaper do not always indicate prices at which you will be purchasing and redeeming shares of the fund, since such prices generally reflect the previous day’s closing price, while purchases and redemptions are made at the next calculated price. The price you pay for shares, the offering price, is based on the net asset value per share, which is calculated once daily as of approximately 4 p.m. New York time, which is the normal close of trading on the New York Stock Exchange, each day the Exchange is open. If, for example, the Exchange closes at 1 p.m., the fund’s share price would still be determined as of 4 p.m. New York time. The New York Stock Exchange is currently closed on weekends and on the following holidays: New Year’s Day; Martin Luther King, Jr. Day; Presidents’ Day; Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving; and Christmas Day. Each share class of the fund has a separately calculated net asset value (and share price). The fund will not calculate net asset values on days the New York Stock Exchange is closed for trading.
All portfolio securities of funds advised by Capital Research and Management Company (other than American Funds Money Market Fund
®
) are valued, and the net asset values per share for each share class are determined, as indicated below. The fund follows standard industry practice by typically reflecting changes in its holdings of portfolio securities on the first business day following a portfolio trade.
Equity securities, including depositary receipts, are generally valued at the official closing price of, or the last reported sale price on, the exchange or market on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price. Prices for each security are taken from the principal exchange or market in which the security trades.
Fixed-income securities, including short-term securities purchased with more than 60 days left to maturity, are generally valued at prices obtained as of approximately 3 p.m. New York time from one or more independent pricing vendors. The pricing vendors base bond prices on, among other things, benchmark yields, transactions, bids, offers, quotations from dealers and trading systems, new issues, underlying equity of the issuer, interest rate volatilities, spreads and other relationships observed in the markets among comparable securities and proprietary pricing models such as yield measures calculated using factors such as cash flows, prepayment information, default rates, delinquency and loss assumptions, financial or collateral characteristics or performance, credit enhancements, liquidation value calculations, specific deal information and other reference data. The fund’s investment adviser performs certain checks on these prices prior to calculation of the fund’s net asset value. Where the investment adviser deems it appropriate to do so, such securities will be valued in good faith at the mean quoted bid and asked prices that are reasonably and timely available (or bid prices, if asked prices are not available) or at prices for securities of comparable maturity, quality and type.
Securities with both fixed-income and equity characteristics (e.g., convertible bonds, preferred stocks, units comprised of more than one type of security, etc.), or equity securities traded principally among fixed-income dealers, are generally valued in the manner described above for either equity or fixed-income securities, depending on which method is deemed most appropriate by the investment adviser.
Securities with original maturities of one year or less having 60 days or less to maturity are amortized to maturity based on their cost if acquired within 60 days of maturity, or if already held on the 60th day, based on the value determined on the 61st day. Forward currency contracts are valued at the mean of representative quoted bid and asked prices.
Assets or liabilities initially expressed in terms of currencies other than U.S. dollars are translated prior to the next determination of the net asset value of the fund’s shares into U.S. dollars at the prevailing market rates.
Securities and other assets for which representative market quotations are not readily available or are considered unreliable by the investment adviser are valued at fair value as determined in good faith under policies approved by the fund’s board. Subject to board oversight, the fund’s board has delegated the obligation to make fair valuation determinations to a valuation committee established by the fund’s investment adviser. The board receives regular reports describing fair-valued securities and the valuation methods used.
The valuation committee has adopted guidelines and procedures (consistent with SEC rules and guidance) to consider certain relevant principles and factors when making all fair value determinations. As a general principle, securities lacking readily available market quotations, or that have quotations that are considered unreliable by the investment adviser, are valued in good faith by the valuation committee based upon what the fund might reasonably expect to receive upon their current sale. Fair valuations and valuations of investments that are not actively trading involve judgment and may differ materially from valuations that would have been used had greater market activity occurred. The valuation committee considers relevant indications of value that are reasonably and timely available to it in determining the fair value to be assigned to a particular security, such as the type and cost of the security, contractual or legal restrictions on resale of the security, relevant financial or business developments of the issuer, actively traded similar or related securities, conversion or exchange rights on the security, related corporate actions, significant events occurring after the close of trading in the security and changes in overall market conditions. The valuation committee employs additional fair value procedures to address issues related to equity holdings of applicable fund portfolios outside the United States. Securities owned by these funds trade in markets that open and close at different times, reflecting time zone differences. If significant events occur after the close of a market (and before these fund’s net asset values are next determined) which affect the value of portfolio securities, appropriate adjustments from closing market prices may be made to reflect these events. Events of this type could include, for example, earthquakes and other natural disasters or significant price changes in other markets (e.g., U.S. stock markets).
Each class of shares represents interests in the same portfolio of investments and is identical in all respects to each other class, except for differences relating to distribution, service and other charges and expenses, certain voting rights, differences relating to eligible investors, the designation of each class of shares, conversion features and exchange privileges. Expenses attributable to the fund, but not to a particular class of shares, are borne by each class pro rata based on relative aggregate net assets of the classes. Expenses directly attributable to a class of shares are borne by that class of shares. Liabilities, including accruals of taxes and other expense items attributable to particular share classes, are deducted from total assets attributable to such share classes.
Net assets so obtained for each share class are divided by the total number of shares outstanding of that share class, and the result, rounded to the nearest cent, is the net asset value per share for that share class.
Taxes and distributions
Fund taxation —
The fund has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code (the “Code”). A regulated investment company qualifying under Subchapter M of the Code is required to distribute to its shareholders at least 90% of its investment company taxable income (including the excess of net short-term capital gain over net long-term capital losses) and generally is not subject to federal income tax to the extent that it distributes annually 100% of its investment company taxable income and net realized capital gains in the manner required under the Code. The fund intends to distribute annually all of its investment company taxable income and net realized capital gains and therefore does not expect to pay federal income tax, although in certain circumstances the fund may determine that it is in the interest of shareholders to distribute less than that amount.
To be treated as a regulated investment company under Subchapter M of the Code, the fund must also (
a
) derive at least 90% of its gross income from dividends, interest, payments with respect to securities loans, net income from certain publicly traded partnerships and gains from the sale or other disposition of securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to the business of investing in such securities or currencies, and (
b
) diversify its holdings so that, at the end of each fiscal quarter, (
i
) at least 50% of the market value of the fund’s assets is represented by cash, U.S. government securities and securities of other regulated investment companies, and other securities (for purposes of this calculation, generally limited in respect of any one issuer, to an amount not greater than 5% of the market value of the fund’s assets and 10% of the outstanding voting securities of such issuer) and (
ii
) not more than 25% of the value of its assets is invested in the securities of any one issuer (other than U.S. government securities or the securities of other regulated investment companies), two or more issuers which the fund controls and which are determined to be engaged in the same or similar trades or businesses or the securities of certain publicly traded partnerships.
Under the Code, a nondeductible excise tax of 4% is imposed on the excess of a regulated investment company’s “required distribution” for the calendar year ending within the regulated investment company’s taxable year over the “distributed amount” for such calendar year. The term “required distribution” generally means the sum of (
a
) 98% of ordinary income (generally net investment income) for the calendar year, (
b
) 98% of capital gain (both long-term and short-term) for the one-year period ending on October 31 (as though the one-year period ending on October 31 were the regulated investment company’s taxable year) and (
c
) the sum of any untaxed, undistributed net investment income and net capital gains of the regulated investment company for prior periods. The term “distributed amount” generally means the sum of (
a
) amounts actually distributed by the fund from its current year’s ordinary income and capital gain net income and (
b
) any amount on which the fund pays income tax during the periods described above. Although the fund intends to distribute its net investment income and net capital gains so as to avoid excise tax liability, the fund may determine that it is in the interest of shareholders to distribute a lesser amount.
The following information may not apply to you if you hold fund shares in a tax-deferred account, such as a retirement plan or education savings account. Please see your tax adviser for more information.
Dividends and capital gain distributions —
Dividends and capital gain distributions on fund shares will be reinvested in shares of the fund of the same class, unless shareholders indicate in writing that they wish to receive them in cash or in shares of the same class of other American Funds, as provided in the prospectus. Dividends and capital gain distributions by 529 share classes will be automatically reinvested.
Distributions of investment company taxable income and net realized capital gains to shareholders will be taxable whether received in shares or in cash, unless such shareholders are exempt from taxation. Shareholders electing to receive distributions in the form of additional shares will have a cost basis for federal income tax purposes in each share so received equal to the net asset value of that share on the reinvestment date. Dividends and capital gain distributions by the fund to a tax-deferred retirement plan account are not taxable currently. When a dividend or a capital gain is distributed by the fund, the net asset value per share is reduced by the amount of the payment.
Dividends —
The fund intends to follow the practice of distributing substantially all of its investment company taxable income. Investment company taxable income generally includes dividends, interest, net short-term capital gains in excess of net long-term capital losses, and certain foreign currency gains, if any, less expenses and certain foreign currency losses. To the extent the fund invests in stock of domestic and certain foreign corporations and meets the applicable holding period requirement, it may receive “qualified dividends”. The fund will designate the amount of “qualified dividends” to its shareholders in a notice sent within 60 days of the close of its fiscal year and will report “qualified dividends” to shareholders on Form 1099-DIV.
Under the Code, gains or losses attributable to fluctuations in exchange rates that occur between the time the fund accrues receivables or liabilities denominated in a foreign currency and the time the fund actually collects such receivables, or pays such liabilities, generally are treated as ordinary income or ordinary loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain futures contracts, forward contracts and options, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition are also treated as ordinary gain or loss. These gains or losses, referred to under the Code as Section 988 gains or losses, may increase or decrease the amount of the fund’s investment company taxable income to be distributed to its shareholders as ordinary income.
If the fund invests in stock of certain passive foreign investment companies, the fund may be subject to U.S. federal income taxation on a portion of any “excess distribution” with respect to, or gain from the disposition of, such stock. The tax would be determined by allocating such distribution or gain ratably to each day of the fund’s holding period for the stock. The distribution or gain so allocated to any taxable year of the fund, other than the taxable year of the excess distribution or disposition, would be taxed to the fund at the highest ordinary income rate in effect for such year, and the tax would be further increased by an interest charge to reflect the value of the tax deferral deemed to have resulted from the ownership of the foreign company’s stock. Any amount of distribution or gain allocated to the taxable year of the distribution or disposition would be included in the fund’s investment company taxable income and, accordingly, would not be taxable to the fund to the extent distributed by the fund as a dividend to its shareholders.
To avoid such tax and interest, the fund intends to elect to treat these securities as sold on the last day of its fiscal year and recognize any gains for tax purposes at that time. Under this election, deductions for losses are allowable only to the extent of any prior recognized gains, and both gains and losses will be treated as ordinary income or loss. The fund will be required to distribute any resulting income, even though it has not sold the security and received cash to pay such distributions. Upon disposition of these securities, any gain recognized is treated as ordinary income and loss is treated as ordinary loss to the extent of any prior recognized gain.
Dividends from domestic corporations are expected to comprise some portion of the fund’s gross income. To the extent that such dividends constitute any of the fund’s gross income, a portion of the income distributions of the fund to corporate shareholders may be eligible for the deduction for dividends received by corporations. Corporate shareholders will be informed of the portion of dividends that so qualifies. The dividends-received deduction is reduced to the extent that either the fund shares, or the underlying shares of stock held by the fund, with respect to which dividends are received, are treated as debt-financed under federal income tax law, and is eliminated if the shares are deemed to have been held by the shareholder or the fund, as the case may be, for less than 46 days during the 91-day period beginning on the date that is 45 days before the date on which the shares become ex-dividend. Capital gain distributions are not eligible for the dividends-received deduction.
A portion of the difference between the issue price of zero coupon securities and their face value ( original issue discount ) is considered to be income to the fund each year, even though the fund will not receive cash interest payments from these securities. This original issue discount (imputed income) will comprise a part of the investment company taxable income of the fund that must be distributed to shareholders in order to maintain the qualification of the fund as a regulated investment company and to avoid federal income taxation at the level of the fund.
The price of a bond purchased after its original issuance may reflect market discount which, depending on the particular circumstances, may affect the tax character and amount of income required to be recognized by a fund holding the bond. In determining whether a bond is purchased with market discount, certain de minimis rules apply.
Dividend and interest income received by the fund from sources outside the United States may be subject to withholding and other taxes imposed by such foreign jurisdictions. Tax conventions between certain countries and the United States, however, may reduce or eliminate these foreign taxes. Some foreign countries impose taxes on capital gains with respect to investments by foreign investors.
Capital gain distributions —
The fund also intends to distribute its net capital gain each year. The fund’s net capital gain is the entire excess of net realized long-term capital gains over net realized short-term capital losses. Net capital gains for a fiscal year are computed by taking into account any capital loss carryforward of the fund.
If any net long-term capital gains in excess of net short-term capital losses are retained by the fund for reinvestment, requiring federal income taxes to be paid thereon by the fund, the fund intends to elect to treat such capital gains as having been distributed to shareholders. As a result, each shareholder will report such capital gains as long-term capital gains taxable to individual shareholders at a maximum 15% capital gains rate, will be able to claim a pro rata share of federal income taxes paid by the fund on such gains as a credit against personal federal income tax liability, and will be entitled to increase the adjusted tax basis on fund shares by the difference between a pro rata share of the retained gains and such shareholder’s related tax credit.
Shareholder taxation —
In January of each year, individual shareholders holding fund shares in taxable accounts will receive a statement of the federal income tax status of all distributions. Shareholders of the fund also may be subject to state and local taxes on distributions received from the fund.
Dividends —
Fund dividends are taxable to shareholders as ordinary income. All or a portion of a fund’s dividend distribution may be a “qualified dividend.” If the fund meets the applicable holding period requirement, it will distribute dividends derived from qualified corporation dividends to shareholders as qualified dividends. Interest income from bonds and money market instruments and nonqualified foreign dividends will be distributed to shareholders as nonqualified fund dividends. The fund will report on Form 1099-DIV the amount of each shareholder’s dividend that may be treated as a qualified dividend. If a shareholder other than a corporation meets the requisite holding period requirement, qualified dividends are taxable at a maximum rate of 15%.
Capital gains —
Distributions of net capital gain that the fund properly designates as “capital gain dividends” generally will be taxable as long-term capital gain, regardless of the length of time the shares of the fund have been held by a shareholder. For non-corporate shareholders, a capital gain distribution by the fund is subject to a maximum tax rate of 15%. Any loss realized upon the redemption of shares held at the time of redemption for six months or less from the date of their purchase will be treated as a long-term capital loss to the extent of any amounts treated as distributions of long-term capital gains (including any undistributed amounts treated as distributed capital gains, as described above) during such six-month period.
Distributions by the fund result in a reduction in the net asset value of the fund’s shares. Investors should consider the tax implications of buying shares just prior to a distribution. The price of shares purchased at that time includes the amount of the forthcoming distribution. Those purchasing just prior to a distribution will subsequently receive a partial return of their investment capital upon payment of the distribution, which will be taxable to them.
Redemptions of shares, including exchanges for shares of other American Funds, may result in federal, state and local tax consequences (gain or loss) to the shareholder.
If a shareholder exchanges or otherwise disposes of shares of the fund within 90 days of having acquired such shares, and if, as a result of having acquired those shares, the shareholder subsequently pays a reduced sales charge for shares of the fund, or of a different fund, the sales charge previously incurred in acquiring the fund’s shares will not be taken into account (to the extent such previous sales charges do not exceed the reduction in sales charges) for the purposes of determining the amount of gain or loss on the exchange, but will be treated as having been incurred in the acquisition of such other fund(s).
Any loss realized on a redemption or exchange of shares of the fund will be disallowed to the extent substantially identical shares are reacquired within the 61-day period beginning 30 days before and ending 30 days after the shares are disposed of. Any loss disallowed under this rule will be added to the shareholder’s tax basis in the new shares purchased.
The fund will be required to report to the IRS all distributions of investment company taxable income and capital gains as well as gross proceeds from the redemption or exchange of fund shares, except in the case of certain exempt shareholders. Under the backup withholding provisions of Section 3406 of the Code, distributions of investment company taxable income and capital gains and proceeds from the redemption or exchange of a regulated investment company may be subject to backup withholding of federal income tax in the case of non-exempt U.S. shareholders who fail to furnish the fund with their taxpayer identification numbers and with required certifications regarding their status under the federal income tax law. Withholding may also be required if the fund is notified by the IRS or a broker that the taxpayer identification number furnished by the shareholder is incorrect or that the shareholder has previously failed to report interest or dividend income. If the withholding provisions are applicable, any such distributions and proceeds, whether taken in cash or reinvested in additional shares, will be reduced by the amounts required to be withheld.
The foregoing discussion of U.S. federal income tax law relates solely to the application of that law to U.S. persons (i.e., U.S. citizens and residents and U.S. corporations, partnerships, trusts and estates). Each shareholder who is not a U.S. person should consider the U.S. and foreign tax consequences of ownership of shares of the fund, including the possibility that such a shareholder may be subject to a U.S. withholding tax at a rate of 30% (or a lower rate under an applicable income tax treaty) on dividend income received by the shareholder.
Shareholders should consult their tax advisers about the application of federal, state and local tax law in light of their particular situation.
Unless otherwise noted, all references in the following pages to Class A, B, C or F-1 shares also refer to the corresponding Class 529-A, 529-B, 529-C or 529-F-1 shares. Class 529 shareholders should also refer to the applicable program description for information on policies and services specifically relating to these accounts. Shareholders holding shares through an eligible retirement plan should contact their plan’s administrator or recordkeeper for information regarding purchases, sales and exchanges.
Purchase and exchange of shares
Purchases by individuals —
As described in the prospectus, you may generally open an account and purchase fund shares by contacting a financial adviser or investment dealer authorized to sell the fund’s shares. You may make investments by any of the following means:
Contacting your financial adviser —
Deliver or mail a check to your financial adviser.
By mail —
For initial investments, you may mail a check, made payable to the fund, directly to the address indicated on the account application. Please indicate an investment dealer on the account application. You may make additional investments by filling out the “Account Additions” form at the bottom of a recent transaction confirmation and mailing the form, along with a check made payable to the fund, using the envelope provided with your confirmation.
The amount of time it takes for us to receive regular U.S. postal mail may vary and there is no assurance that we will receive such mail on the day you expect. Mailing addresses for regular U.S. postal mail can be found in the prospectus. To send investments or correspondence to us via overnight mail or courier service, use either of the following addresses:
American Funds
12711 North Meridian Street
Carmel, IN 46032-9198
American Funds
5300 Robin Hood Rd.
Norfolk, VA 23513-2407
By telephone —
Using the American FundsLine. Please see the “Shareholder account services and privileges” section of this statement of additional information for more information regarding this service.
By Internet —
Using americanfunds.com. Please see the “Shareholder account services and privileges” section of this statement of additional information for more information regarding this service.
By wire —
If you are making a wire transfer, instruct your bank to wire funds to:
Wells Fargo Bank
ABA Routing No. 121000248
Account No. 4600-076178
Your bank should include the following information when wiring funds:
For credit to the account of:
American Funds Service Company
(fund’s name)
For further credit to:
(shareholder’s fund account number)
(shareholder’s name)
You may contact American Funds Service Company at 800/421-0180 if you have questions about making wire transfers.
Other purchase information —
Class 529 shares may be purchased only through CollegeAmerica by investors establishing qualified higher education savings accounts. Class 529-E shares may be purchased only by investors participating in CollegeAmerica through an eligible employer plan. The American Funds state tax-exempt funds are qualified for sale only in certain jurisdictions, and tax-exempt funds in general should not serve as retirement plan investments. In addition, the fund and the Principal Underwriter reserve the right to reject any purchase order.
Class R-5 and R-6 shares may be made available to certain charitable foundations organized and maintained by The Capital Group Companies, Inc. or its affiliates.
Class R-5 and R-6 shares may also be made available to the Virginia College Savings Plan for use in the Virginia Education Savings Trust and the Virginia Prepaid Education Program and other registered investment companies approved by the fund.
Purchase minimums and maximums —
All investments are subject to the purchase minimums and maximums described in the prospectus. As noted in the prospectus, purchase minimums may be waived or reduced in certain cases.
In the case of American Funds non-tax-exempt funds, the initial purchase minimum of $25 may be waived for the following account types:
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Payroll deduction retirement plan accounts (such as, but not limited to, 403(b), 401(k), SIMPLE IRA, SARSEP and deferred compensation plan accounts); and
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Employer-sponsored CollegeAmerica accounts.
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The following account types may be established without meeting the initial purchase minimum:
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Retirement accounts that are funded with employer contributions; and
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Accounts that are funded with monies set by court decree.
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The following account types may be established without meeting the initial purchase minimum, but shareholders wishing to invest in two or more funds must meet the normal initial purchase minimum of each fund:
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Accounts that are funded with (
a)
transfers of assets, (
b
) rollovers from retirement plans, (
c
) rollovers from 529 college savings plans or (
d
) required minimum distribution automatic exchanges; and
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American Funds Money Market Fund accounts registered in the name of clients of Capital Guardian Trust Company’s Capital Group Private Client Services division.
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Certain accounts held on the fund's books, known as omnibus accounts, contain multiple underlying accounts that are invested in shares of the fund. These underlying accounts are maintained by entities such as financial intermediaries and are subject to the applicable initial purchase minimums as described in the prospectus and this statement of additional information. However, in the case where the entity maintaining these accounts aggregates the accounts’ purchase orders for fund shares, such accounts are not required to meet the fund’s minimum amount for subsequent purchases.
Exchanges —
You may only exchange shares into other American Funds within the same share class. However, exchanges from Class A shares of American Funds Money Market Fund may be made to Class C shares of other American Funds for dollar cost averaging purposes. Exchanges are not permitted from Class A shares of American Funds Money Market Fund to Class C shares of Intermediate Bond Fund of America, Limited Term Tax-Exempt Bond Fund of America or Short-Term Bond Fund of America. Exchange purchases are subject to the minimum investment requirements of the fund purchased and no sales charge generally applies. However, exchanges of shares from American Funds Money Market Fund are subject to applicable sales charges, unless the American Funds Money Market Fund shares were acquired by an exchange from a fund having a sales charge, or by reinvestment or cross-reinvestment of dividends or capital gain distributions. Exchanges of Class F shares generally may only be made through fee-based programs of investment firms that have special agreements with the fund’s distributor and certain registered investment advisers.
You may exchange shares of other classes by contacting the Transfer Agent, by contacting your investment dealer or financial adviser, by using American FundsLine or americanfunds.com, or by telephoning 800/421-0180 toll-free, or faxing (see “American Funds Service Company service areas” in the prospectus for the appropriate fax numbers) the Transfer Agent. For more information, see “Shareholder account services and privileges” in this statement of additional information.
These transactions have the same tax consequences as ordinary sales and purchases.
Shares held in employer-sponsored retirement plans may be exchanged into other American Funds by contacting your plan administrator or recordkeeper. Exchange redemptions and purchases are processed simultaneously at the share prices next determined after the exchange order is received (see “Price of shares” in this statement of additional information).
Conversion —
Currently, Class C shares of the fund automatically convert to Class F-1 shares in the month of the 10-year anniversary of the purchase date. The board of trustees of the fund reserves the right at any time, without shareholder approval, to amend the conversion feature of the Class C shares, including without limitation, converting into a different share class or not converting. In making its decision, the board of trustees will consider, among other things, the effect of any such amendment on shareholders.
Frequent trading of fund shares —
As noted in the prospectus, certain redemptions may trigger a purchase block lasting 30 calendar days under the fund’s “purchase blocking policy.” Under this policy, systematic redemptions will not trigger a purchase block and systematic purchases will not be prevented where the entity maintaining the shareholder account is able to identify the transaction as a systematic redemption or purchase. For purposes of this policy, systematic redemptions include, for example, regular periodic automatic redemptions and statement of intention escrow share redemptions. Systematic purchases include, for example, regular periodic automatic purchases and automatic reinvestments of dividends and capital gain distributions. Generally, purchases and redemptions will not be considered “systematic” unless the transaction is pre-scheduled for a specific date.
Other potentially abusive activity —
In addition to implementing purchase blocks, American Funds Service Company will monitor for other types of activity that could potentially be harmful to the American Funds — for example, short-term trading activity in multiple funds. When identified, American Funds Service Company will request that the shareholder discontinue the activity. If the activity continues, American Funds Service Company will freeze the shareholder account to prevent all activity other than redemptions of fund shares.
Moving between share classes
If you wish to “move” your investment between share classes (within the same fund or between different funds), we generally will process your request as an exchange of the shares you currently hold for shares in the new class or fund. Below is more information about how sales charges are handled for various scenarios.
Exchanging Class B shares for Class A shares —
If you exchange Class B shares for Class A shares during the contingent deferred sales charge period you are responsible for paying any applicable deferred sales charges attributable to those Class B shares, but you will not be required to pay a Class A sales charge. If, however, you exchange your Class B shares for Class A shares after the contingent deferred sales charge period, you are responsible for paying any applicable Class A sales charges.
Exchanging Class C shares for Class A shares —
If you exchange Class C shares for Class A shares, you are still responsible for paying any Class C contingent deferred sales charges and applicable Class A sales charges.
Exchanging Class C shares for Class F shares —
If you are part of a qualified fee-based program and you wish to exchange your Class C shares for Class F shares to be held in the program, you are still responsible for paying any applicable Class C contingent deferred sales charges.
Exchanging Class F shares for Class A shares —
You can exchange Class F shares held in a qualified fee-based program for Class A shares without paying an initial Class A sales charge if all of the following requirements are met: (
a
) you are leaving or have left the fee-based program, (
b
) you have held the Class F shares in the program for at least one year, and (
c
) you notify American Funds Service Company of your request. Notwithstanding the previous sentence, you can exchange Class F shares received in a conversion from Class C shares for Class A shares at any time without paying an initial Class A sales charge if you notify American Funds Service Company of the conversion when you make your request. If you have already redeemed your Class F shares, the foregoing requirements apply and you must purchase Class A shares within 90 days after redeeming your Class F shares to receive the Class A shares without paying an initial Class A sales charge.
Exchanging Class A shares for Class F shares —
If you are part of a qualified fee-based program and you wish to exchange your Class A shares for Class F shares to be held in the program, any Class A sales charges (including contingent deferred sales charges) that you paid or are payable will not be credited back to your account.
Exchanging Class A shares for Class R shares —
Provided it is eligible to invest in Class R shares, a retirement plan currently invested in Class A shares may exchange its shares for Class R shares. Any Class A sales charges that the retirement plan previously paid will not be credited back to the plan’s account.
Exchanging Class F-1 shares for Class F-2 shares —
If you are part of a qualified fee-based program that offers Class F-2 shares, you may exchange your Class F-1 shares for Class F-2 shares to be held in the program.
Moving between other share classes —
If you desire to move your investment between share classes and the particular scenario is not described in this statement of additional information, please contact American Funds Service Company at 800/421-0180 for more information.
Non-reportable transactions —
Automatic conversions described in the prospectus will be non-reportable for tax purposes. In addition, except in the case of a movement between a 529 share class and a non-529 share class, an exchange of shares from one share class of a fund to another share class of the same fund will be treated as a non-reportable exchange for tax purposes, provided that the exchange request is received in writing by American Funds Service Company and processed as a single transaction.
Sales charges
Class A purchases
Purchases by certain 403(b) plans
A 403(b) plan may not invest in Class A or C shares unless such plan was invested in Class A or C shares before January 1, 2009.
Participant accounts of a 403(b) plan that were treated as an individual-type plan for sales charge purposes before January 1, 2009, may continue to be treated as accounts of an individual-type plan for sales charge purposes. Participant accounts of a 403(b) plan that were treated as an employer-sponsored plan for sales charge purposes before January 1, 2009, may continue to be treated as accounts of an employer-sponsored plan for sales charge purposes. Participant accounts of a 403(b) plan that is established on or after January 1, 2009 are treated as accounts of an employer-sponsored plan for sales charge purposes.
Purchases by SEP plans and SIMPLE IRA plans
Participant accounts in a Simplified Employee Pension (SEP) plan or a Savings Incentive Match Plan for Employees of Small Employers IRA (SIMPLE IRA) plan will be aggregated together for Class A sales charge purposes if the SEP plan or SIMPLE IRA plan was established after November 15, 2004 by an employer adopting a prototype plan produced by American Funds Distributors, Inc. In the case where the employer adopts any other plan (including, but not limited to, an IRS model agreement), each participant’s account in the plan will be aggregated with the participant’s own personal investments that qualify under the aggregation policy. A SEP plan or SIMPLE IRA plan with a certain method of aggregating participant accounts as of November 15, 2004 may continue with that method so long as the employer has not modified the plan document since that date.
Other purchases
Pursuant to a determination of eligibility by a vice president or more senior officer of the Capital Research and Management Company Fund Administration Unit, or by his or her designee, Class A shares of the American Funds stock, stock/bond and bond funds may be sold at net asset value to:
(1)
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current or retired directors, trustees, officers and advisory board members of, and certain lawyers who provide services to, the funds managed by Capital Research and Management Company, current or retired employees of Washington Management Corporation, current or retired employees and partners of The Capital Group Companies, Inc. and its affiliated companies, certain family members of the above persons, and trusts or plans primarily for such persons;
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(2)
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currently registered representatives and assistants directly employed by such representatives, retired registered representatives with respect to accounts established while active, or full-time employees (collectively, “Eligible Persons”) (and their (
a
) spouses or equivalents if recognized under local law, (
b
) parents and children, including parents and children in step and adoptive relationships, sons-in-law and daughters-in-law , and (
c
) parents-in-law, if the Eligible Persons or the spouses, children or parents of the Eligible Persons are listed in the account registration with the parents-in-law) of dealers who have sales agreements with the Principal Underwriter (or who clear transactions through such dealers), plans for the dealers, and plans that include as participants only the Eligible Persons, their spouses, parents and/or children;
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(3)
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currently registered investment advisers (“RIAs”) and assistants directly employed by such RIAs , retired RIAs with respect to accounts established while active, or full-time employees (collectively, “Eligible Persons”) (and their (
a
) spouses or equivalents if recognized under local law, (
b
) parents and children, including parents and children in step and adoptive relationships, sons-in-law and daughters-in-law and (
c
) parents-in-law, if the Eligible Persons or the spouses, children or parents of the Eligible Persons are listed in the account registration with the parents-in-law) of RIA firms that are authorized to sell shares of the funds, plans for the RIA firms, and plans that include as participants only the Eligible Persons, their spouses, parents and/or children;
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(4)
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companies exchanging securities with the fund through a merger, acquisition or exchange offer;
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(5)
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insurance company separate accounts;
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(6)
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accounts managed by subsidiaries of The Capital Group Companies, Inc.;
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(7)
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The Capital Group Companies, Inc., its affiliated companies and Washington Management Corporation;
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(8)
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an individual or entity with a substantial business relationship with The Capital Group Companies, Inc. or its affiliates, or an individual or entity related or relating to such individual or entity;
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(9)
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wholesalers and full-time employees directly supporting wholesalers involved in the distribution of insurance company separate accounts whose underlying investments are managed by any affiliate of The Capital Group Companies, Inc.; and
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(10)
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full-time employees of banks that have sales agreements with the Principal Underwriter, who are solely dedicated to directly supporting the sale of mutual funds.
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Shares are offered at net asset value to these persons and organizations due to anticipated economies in sales effort and expense. Once an account is established under this net asset value privilege, additional investments can be made at net asset value for the life of the account.
Transfers to CollegeAmerica —
A transfer from the Virginia Prepaid Education Program
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or the Virginia Education Savings Trust
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to a CollegeAmerica account will be made with no sales charge. No commission will be paid to the dealer on such a transfer.
Moving between accounts —
Investments in certain account types may be moved to other account types without incurring additional Class A sales charges. These transactions include, for example:
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redemption proceeds from a non-retirement account (for example, a joint tenant account) used to purchase fund shares in an IRA or other individual-type retirement account;
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required minimum distributions from an IRA or other individual-type retirement account used to purchase fund shares in a non-retirement account; and
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death distributions paid to a beneficiary’s account that are used by the beneficiary to purchase fund shares in a different account.
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Loan repayments —
Repayments on loans taken from a retirement plan or an individual-type retirement account are not subject to sales charges if American Funds Service Company is notified of the repayment.
Dealer commissions and compensation —
Commissions (up to 1.00%) are paid to dealers who initiate and are responsible for certain Class A share purchases not subject to initial sales charges. These purchases consist of purchases of $1 million or more, purchases by employer-sponsored defined contribution-type retirement plans investing $1 million or more or with 100 or more eligible employees, and purchases made at net asset value by certain retirement plans, endowments and foundations with assets of $50 million or more. Commissions on such investments (other than IRA rollover assets that roll over at no sales charge under the fund’s IRA rollover policy as described in the prospectus) are paid to dealers at the following rates: 1.00% on amounts of less than $4 million, 0.50% on amounts of at least $4 million but less than $10 million and 0.25% on amounts of at least $10 million. Commissions are based on cumulative investments over the life of the account with no adjustment for redemptions, transfers, or market declines. For example, if a shareholder has accumulated investments in excess of $4 million (but less than $10 million) and subsequently redeems all or a portion of the account(s), purchases following the redemption will generate a dealer commission of 0.50%. For certain tax-exempt accounts opened prior to September 1, 1969, sales charges and dealer commissions, as a percent of offering price, are respectively 3% and 2.5% (under $50,000); 2.5% and 2.0% ($50,000 but less than $100,000); 2.0% and 1.5% ($100,000 but less than $250,000) and 1.5% and 1.25% ($250,000 but less than $1 million).
A dealer concession of up to 1% may be paid by the fund under its Class A plan of distribution to reimburse the Principal Underwriter in connection with dealer and wholesaler compensation paid by it with respect to investments made with no initial sales charge.
Sales charge reductions and waivers
Reducing your Class A sales charge —
As described in the prospectus, there are various ways to reduce your sales charge when purchasing Class A shares. Additional information about Class A sales charge reductions is provided below.
Statement of intention —
By establishing a statement of intention (the “Statement”), you enter into a nonbinding commitment to purchase shares of the American Funds (excluding American Funds Money Market Fund) over a 13-month period and receive the same sales charge (expressed as a percentage of your purchases) as if all shares had been purchased at once, unless the Statement is upgraded as described below.
The Statement period starts on the date on which your first purchase made toward satisfying the Statement is processed. Your accumulated holdings (as described in the paragraph below titled “Rights of accumulation”) eligible to be aggregated as of the day immediately before the start of the Statement period may be credited toward satisfying the Statement.
You may revise the commitment you have made in your Statement upward at any time during the Statement period. If your prior commitment has not been met by the time of the revision, the Statement period during which purchases must be made will remain unchanged. Purchases made from the date of the revision will receive the reduced sales charge, if any, resulting from the revised Statement. If your prior commitment has been met by the time of the revision, your original Statement will be considered met and a new Statement will be established.
The Statement will be considered completed if the shareholder dies within the 13-month Statement period. Commissions to dealers will not be adjusted or paid on the difference between the Statement amount and the amount actually invested before the shareholder’s death.
When a shareholder elects to use a Statement, shares equal to 5% of the dollar amount specified in the Statement may be held in escrow in the shareholder’s account out of the initial purchase (or subsequent purchases, if necessary) by the Transfer Agent. All dividends and any capital gain distributions on shares held in escrow will be credited to the shareholder's account in shares (or paid in cash, if requested). If the intended investment is not completed within the specified Statement period, the purchaser may be required to remit to the Principal Underwriter the difference between the sales charge actually paid and the sales charge which would have been paid if the total of such purchases had been made at a single time. Any dealers assigned to the shareholder’s account at the time a purchase was made during the Statement period will receive a corresponding commission adjustment if appropriate. If the difference is not paid by the close of the Statement period, the appropriate number of shares held in escrow will be redeemed to pay such difference. If the proceeds from this redemption are inadequate, the purchaser may be liable to the Principal Underwriter for the balance still outstanding.
Certain payroll deduction retirement plans purchasing Class A shares under a Statement on or before November 12, 2006, may continue to purchase Class A shares at the sales charge determined by that particular Statement until the plans’ values reach the amounts specified in their Statements. Upon reaching such amounts, the Statements for these plans will be deemed completed and will terminate . In addition, effective May 1, 2009, the Statements for these plans will expire if they have not been met by the next anniversary of the establishment of such Statement. After such termination, these plans are eligible for additional sales charge reductions by meeting the criteria under the fund’s rights of accumulation policy.
In addition, if you currently have individual holdings in American Legacy variable annuity contracts or variable life insurance policies that were established on or before March 31, 2007, you may continue to apply purchases under such contracts and policies to a Statement.
Shareholders purchasing shares at a reduced sales charge under a Statement indicate their acceptance of these terms and those in the prospectus with their first purchase.
Aggregation —
Qualifying investments for aggregation include those made by you and your “immediate family” as defined in the prospectus, if all parties are purchasing shares for their own accounts and/or:
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individual-type employee benefit plans, such as an IRA, single-participant Keogh-type plan, or a participant account of a 403(b) plan that is treated as an individual-type plan for sales charge purposes (see “Purchases by certain 403(b) plans” under “Sales charges” in this statement of additional information);
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SEP plans and SIMPLE IRA plans established after November 15, 2004 by an employer adopting any plan document other than a prototype plan produced by American Funds Distributors, Inc.;
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business accounts solely controlled by you or your immediate family (for example, you own the entire business);
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trust accounts established by you or your immediate family ( for trusts with only one primary beneficiary, upon the trustor’s death the trust account may be aggregated with such beneficiary’s own accounts; for trusts with multiple primary beneficiaries, upon the trustor’s death the trustees of the trust may instruct American Funds Service Company to establish separate trust accounts for each primary beneficiary; each primary beneficiary’s separate trust account may then be aggregated with such beneficiary’s own accounts );
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endowments or foundations established and controlled by you or your immediate family; or
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529 accounts, which will be aggregated at the account owner level (Class 529-E accounts may only be aggregated with an eligible employer plan).
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Individual purchases by a trustee(s) or other fiduciary(ies) may also be aggregated if the investments are:
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for a single trust estate or fiduciary account, including employee benefit plans other than the individual-type employee benefit plans described above;
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made for two or more employee benefit plans of a single employer or of affiliated employers as defined in the 1940 Act, excluding the individual-type employee benefit plans described above;
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for a diversified common trust fund or other diversified pooled account not specifically formed for the purpose of accumulating fund shares;
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for nonprofit, charitable or educational organizations, or any endowments or foundations established and controlled by such organizations, or any employer-sponsored retirement plans established for the benefit of the employees of such organizations, their endowments, or their foundations;
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for participant accounts of a 403(b) plan that is treated as an employer-sponsored plan for sales charge purposes (see “Purchases by certain 403(b) plans” under “Sales charges” in this statement of additional information), or made for participant accounts of two or more such plans, in each case of a single employer or affiliated employers as defined in the 1940 Act; or
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for a SEP or SIMPLE IRA plan established after November 15, 2004 by an employer adopting a prototype plan produced by American Funds Distributors, Inc.
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Purchases made for nominee or street name accounts (securities held in the name of an investment dealer or another nominee such as a bank trust department instead of the customer) may not be aggregated with those made for other accounts and may not be aggregated with other nominee or street name accounts unless otherwise qualified as described above.
Concurrent purchases —
As described in the prospectus, you may reduce your Class A sales charge by combining purchases of all classes of shares in the American Funds, as well as holdings in Endowments and applicable holdings in the American Funds Target Date Retirement Series. Shares of American Funds Money Market Fund purchased through an exchange, reinvestment or cross-reinvestment from a fund having a sales charge also qualify. However, direct purchases of American Funds Money Market Fund are excluded. If you currently have individual holdings in American Legacy variable annuity contracts or variable life insurance policies that were established on or before March 31, 2007, you may continue to combine purchases made under such contracts and policies to reduce your Class A sales charge.
Rights of accumulation —
Subject to the limitations described in the aggregation policy, you may take into account your accumulated holdings in all share classes of the American Funds, as well as your holdings in Endowments and applicable holdings in the American Funds Target Date Retirement Series, to determine your sales charge on investments in accounts eligible to be aggregated. Direct purchases of American Funds Money Market Fund are excluded. Subject to your investment dealer’s or recordkeeper’s capabilities, your accumulated holdings will be calculated as the higher of (
a
) the current value of your existing holdings (the “market value”) as of the day prior to your American Funds investment or (
b
) the amount you invested (including reinvested dividends and capital gains, but excluding capital appreciation) less any withdrawals (the “cost value”). Depending on the entity on whose books your account is held, the value of your holdings in that account may not be eligible for calculation at cost value. For example, accounts held in nominee or street name may not be eligible for calculation at cost value and instead may be calculated at market value for purposes of rights of accumulation.
The value of all of your holdings in accounts established in calendar year 2005 or earlier will be assigned an initial cost value equal to the market value of those holdings as of the last business day of 2005. Thereafter, the cost value of such accounts will increase or decrease according to actual investments or withdrawals. You must contact your financial adviser or American Funds Service Company if you have additional information that is relevant to the calculation of the value of your holdings.
When determining your American Funds Class A sales charge, if your investment is not in an employer-sponsored retirement plan, you may also continue to take into account the market value (as of the day prior to your American Funds investment) of your individual holdings in various American Legacy variable annuity contracts and variable life insurance policies that were established on or before March 31, 2007. An employer-sponsored retirement plan may also continue to take into account the market value of its investments in American Legacy Retirement Investment Plans that were established on or before March 31, 2007.
You may not purchase Class C or 529-C shares if such combined holdings cause you to be eligible to purchase Class A or 529-A shares at the $1 million or more sales charge discount rate (i.e. at net asset value).
If you make a gift of American Funds Class A shares, upon your request, you may purchase the shares at the sales charge discount allowed under rights of accumulation of all of your American Funds and applicable American Legacy accounts.
CDSC waivers for Class A, B and C shares —
As noted in the prospectus, a contingent deferred sales charge (“CDSC”) may be waived for redemptions due to death or post-purchase disability of a shareholder (this generally excludes accounts registered in the names of trusts and other entities). In the case of joint tenant accounts, if one joint tenant dies, a surviving joint tenant, at the time he or she notifies the Transfer Agent of the other joint tenant’s death and removes the decedent’s name from the account, may redeem shares from the account without incurring a CDSC. Redemptions made after the Transfer Agent is notified of the death of a joint tenant will be subject to a CDSC.
In addition, a CDSC may be waived for the following types of transactions, if together they do not exceed 12% of the value of an “account” (defined below) annually (the “12% limit”):
·
|
Required minimum distributions taken from retirement accounts upon the shareholder’s attainment of age 70½ (required minimum distributions that continue to be taken by the beneficiary(ies) after the account owner is deceased also qualify for a waiver).
|
·
|
Redemptions through an automatic withdrawal plan (“AWP”) (see “Automatic withdrawals” under “Shareholder account services and privileges” in this statement of additional information). For each AWP payment, assets that are not subject to a CDSC, such as appreciation on shares and shares acquired through reinvestment of dividends and/or capital gain distributions, will be redeemed first and will count toward the 12% limit. If there is an insufficient amount of assets not subject to a CDSC to cover a particular AWP payment, shares subject to the lowest CDSC will be redeemed next until the 12% limit is reached. Any dividends and/or capital gain distributions taken in cash by a shareholder who receives payments through an AWP will also count toward the 12% limit. In the case of an AWP, the 12% limit is calculated at the time an automatic redemption is first made, and is recalculated at the time each additional automatic redemption is made. Shareholders who establish an AWP should be aware that the amount of a payment not subject to a CDSC may vary over time depending on fluctuations in the value of their accounts. This privilege may be revised or terminated at any time.
|
For purposes of this paragraph, “account” means your investment in the applicable class of shares of the particular fund from which you are making the redemption.
CDSC waivers are allowed only in the cases listed here and in the prospectus. For example, CDSC waivers will not be allowed on redemptions of Class 529-B and 529-C shares due to termination of CollegeAmerica; a determination by the Internal Revenue Service that CollegeAmerica does not qualify as a qualified tuition program under the Code; proposal or enactment of law that eliminates or limits the tax-favored status of CollegeAmerica; or elimination of the fund by the Virginia College Savings Plan as an option for additional investment within CollegeAmerica.
Selling shares
The methods for selling (redeeming) shares are described more fully in the prospectus. If you wish to sell your shares by contacting American Funds Service Company directly, any such request must be signed by the registered shareholders. To contact American Funds Service Company via overnight mail or courier service, see “Purchase and exchange of shares.”
A signature guarantee may be required for certain redemptions. In such an event, your signature may be guaranteed by a domestic stock exchange or the Financial Industry Regulatory Authority, bank, savings association or credit union that is an eligible guarantor institution. The Transfer Agent reserves the right to require a signature guarantee on any redemptions.
Additional documentation may be required for sales of shares held in corporate, partnership or fiduciary accounts. You must include with your written request any shares you wish to sell that are in certificate form.
If you sell Class A, B or C shares and request a specific dollar amount to be sold, we will sell sufficient shares so that the sale proceeds, after deducting any applicable CDSC, equals the dollar amount requested.
Redemption proceeds will not be mailed until sufficient time has passed to provide reasonable assurance that checks or drafts (including certified or cashier’s checks) for shares purchased have cleared (which may take up to 10 business days from the purchase date). Except for delays relating to clearance of checks for share purchases or in extraordinary circumstances (and as permissible under the 1940 Act), sale proceeds will be paid on or before the seventh day following receipt and acceptance of an order. Interest will not accrue or be paid on amounts that represent uncashed distribution or redemption checks.
You may request that redemption proceeds of $1,000 or more from American Funds Money Market Fund be wired to your bank by writing American Funds Service Company. A signature guarantee is required on all requests to wire funds.
Shareholder account services and privileges
The following services and privileges are generally available to all shareholders. However, certain services and privileges described in the prospectus and this statement of additional information may not be available for Class 529 shareholders or if your account is held with an investment dealer or through an employer-sponsored retirement plan.
Automatic investment plan —
An automatic investment plan enables you to make monthly or quarterly investments in the American Funds through automatic debits from your bank account. To set up a plan, you must fill out an account application and specify the amount that you would like to invest and the date on which you would like your investments to occur. The plan will begin within 30 days after your account application is received. Your bank account will be debited on the day or a few days before your investment is made, depending on the bank’s capabilities. The Transfer Agent will then invest your money into the fund you specified on or around the date you specified. If the date you specified falls on a weekend or holiday, your money will be invested on the following business day. However, if the following business day falls in the next month, your money will be invested on the business day immediately preceding the weekend or holiday. If your bank account cannot be debited due to insufficient funds, a stop-payment or the closing of the account, the plan may be terminated and the related investment reversed. You may change the amount of the investment or discontinue the plan at any time by contacting the Transfer Agent.
Automatic reinvestment —
Dividends and capital gain distributions are reinvested in additional shares of the same class and fund at net asset value unless you indicate otherwise on the account application. You also may elect to have dividends and/or capital gain distributions paid in cash by informing the fund, the Transfer Agent or your investment dealer. Dividends and capital gain distributions paid to retirement plan shareholders or shareholders of the 529 share classes will be automatically reinvested.
If you have elected to receive dividends and/or capital gain distributions in cash, and the postal or other delivery service is unable to deliver checks to your address of record, or you do not respond to mailings from American Funds Service Company with regard to uncashed distribution checks, your distribution option may be automatically converted to having all dividends and other distributions reinvested in additional shares.
Cross-reinvestment of dividends and distributions —
For all share classes, except the 529 classes of shares, you may cross-reinvest dividends and capital gains (distributions) into other American Funds in the same share class at net asset value, subject to the following conditions:
(1)
the aggregate value of your account(s) in the fund(s) paying distributions equals or exceeds $5,000 (this is waived if the value of the account in the fund receiving the distributions equals or exceeds that fund’s minimum initial investment requirement);
(2)
if the value of the account of the fund receiving distributions is below the minimum initial investment requirement, distributions must be automatically reinvested; and
(3)
if you discontinue the cross-reinvestment of distributions, the value of the account of the fund receiving distributions must equal or exceed the minimum initial investment requirement. If you do not meet this requirement within 90 days of notification, the fund has the right to automatically redeem the account.
Automatic exchanges —
For all share classes, you may automatically exchange shares of the same class in amounts of $50 or more among any of the American Funds on any day (or preceding business day if the day falls on a nonbusiness day) of each month you designate.
Automatic withdrawals —
Depending on the type of account, for all share classes except R shares, you may automatically withdraw shares from any of the American Funds. You can make automatic withdrawals of $50 or more. You can designate the day of each period for withdrawals and request that checks be sent to you or someone else. Withdrawals may also be electronically deposited to your bank account. The Transfer Agent will withdraw your money from the fund you specify on or around the date you specify. If the date you specified falls on a weekend or holiday, the redemption will take place on the previous business day. However, if the previous business day falls in the preceding month, the redemption will take place on the following business day after the weekend or holiday. You should consult with your adviser or intermediary to determine if your account is eligible for automatic withdrawals.
Withdrawal payments are not to be considered as dividends, yield or income. Generally, automatic investments may not be made into a shareholder account from which there are automatic withdrawals. Withdrawals of amounts exceeding reinvested dividends and distributions and increases in share value would reduce the aggregate value of the shareholder’s account. The Transfer Agent arranges for the redemption by the fund of sufficient shares, deposited by the shareholder with the Transfer Agent, to provide the withdrawal payment specified.
Redemption proceeds from an automatic withdrawal plan are not eligible for reinvestment without a sales charge.
Account statements —
Your account is opened in accordance with your registration instructions. Transactions in the account, such as additional investments, will be reflected on regular confirmation statements from the Transfer Agent. Dividend and capital gain reinvestments, purchases through automatic investment plans and certain retirement plans, as well as automatic exchanges and withdrawals, will be confirmed at least quarterly.
American FundsLine and americanfunds.com —
You may check your share balance, the price of your shares or your most recent account transaction; redeem shares (up to $75,000 per American Funds shareholder each day) from nonretirement plan accounts; or exchange shares around the clock with American FundsLine or using americanfunds.com. To use American FundsLine, call 800/325-3590 from a TouchTone™ telephone. Redemptions and exchanges through American FundsLine and americanfunds.com are subject to the conditions noted above and in “Telephone and Internet purchases, redemptions and exchanges” below. You will need your fund number (see the list of the American Funds under “General information — fund numbers”), personal identification number (generally the last four digits of your Social Security number or other tax identification number associated with your account) and account number.
Generally, all shareholders are automatically eligible to use these services. However, if you are not currently authorized to do so, you may complete an American FundsLink Authorization Form. Once you establish this privilege, you, your financial adviser or any person with your account information may use these services.
Telephone and Internet purchases, redemptions and exchanges —
By using the telephone (including American FundsLine) or the Internet (including americanfunds.com), or fax purchase, redemption and/or exchange options, you agree to hold the fund, the Transfer Agent, any of its affiliates or mutual funds managed by such affiliates,the fund’s business manager and each of their respective directors, trustees, officers, employees and agents harmless from any losses, expenses, costs or liabilities (including attorney fees) that may be incurred in connection with the exercise of these privileges. Generally, all shareholders are automatically eligible to use these services. However, you may elect to opt out of these services by writing the Transfer Agent (you may also reinstate them at any time by writing the Transfer Agent). If the Transfer Agent does not employ reasonable procedures to confirm that the instructions received from any person with appropriate account information are genuine, it and/or the fund may be liable for losses due to unauthorized or fraudulent instructions. In the event that shareholders are unable to reach the fund by telephone because of technical difficulties, market conditions or a natural disaster, redemption and exchange requests may be made in writing only.
Checkwriting —
You may establish check writing privileges for Class A shares (but not Class 529-A shares) of American Funds Money Market Fund upon meeting the fund’s initial purchase minimum of $1,000. This can be done by using an account application. If you request check writing privileges, you will be provided with checks that you may use to draw against your account. These checks may be made payable to anyone you designate and must be signed by the authorized number of registered shareholders exactly as indicated on your account application.
Redemption of shares —
The fund’s declaration of trust permits the fund to direct the Transfer Agent to redeem the shares of any shareholder for their then current net asset value per share if at such time the shareholder of record owns shares having an aggregate net asset value of less than the minimum initial investment amount required of new shareholders as set forth in the fund’s current registration statement under the 1940 Act, and subject to such further terms and conditions as the board of trustees of the fund may from time to time adopt.
While payment of redemptions normally will be in cash, the fund’s declaration of trust permits payment of the redemption price wholly or partly with portfolio securities or other fund assets under conditions and circumstances determined by the fund’s board of trustees. For example, redemptions could be made in this manner if the board determined that making payments wholly in cash over a particular period would be unfair and/or harmful to other fund shareholders.
Share certificates —
Shares are credited to your account. The fund does not issue share certificates.
General information
Custodian of assets —
Securities and cash owned by the fund, including proceeds from the sale of shares of the fund and of securities in the fund’s portfolio, are held by JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017-2070, as Custodian. If the fund holds securities of issuers outside the U.S., the Custodian may hold these securities pursuant to subcustodial arrangements in banks outside the U.S. or branches of U.S. banks outside the U.S.
Transfer Agent —
American Funds Service Company, a wholly owned subsidiary of the investment adviser, maintains the records of shareholder accounts, processes purchases and redemptions of the fund’s shares, acts as dividend and capital gain distribution disbursing agent, and performs other related shareholder service functions. The principal office of American Funds Service Company is located at 6455 Irvine Center Drive, Irvine, CA 92618. American Funds Service Company was paid fees of $52,443,000 for Class A shares and $1,884,000 for Class B shares, respectively, for the 2010 fiscal year. American Funds Service Company is also compensated for certain transfer agency services provided to all share classes from the administrative services fees paid to Capital Research and Management Company and from the relevant share class, as described under “Administrative services agreement.”
In the case of certain shareholder accounts, third parties who may be unaffiliated with the investment adviser provide transfer agency and shareholder services in place of American Funds Service Company. These services are rendered under agreements with American Funds Service Company or its affiliates and the third parties receive compensation according to such agreements. Compensation for transfer agency and shareholder services, whether paid to American Funds Service Company or such third parties, is ultimately paid from fund assets and is reflected in the expenses of the fund as disclosed in the prospectus.
Independent registered public accounting firm —
PricewaterhouseCoopers LLP, 350 South Grand Avenue, Los Angeles, CA 90071, serves as the fund’s independent registered public accounting firm, providing audit services, preparation of tax returns and review of certain documents to be filed with the Securities and Exchange Commission. The financial statements included in this statement of additional information from the annual report have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. The selection of the fund’s independent registered public accounting firm is reviewed and determined annually by the board of trustees.
Independent legal counsel —
Dechert LLP, 1775 I Street, NW, Washington DC 20006, serves as counsel to the fund and independent legal counsel to the independent trustees in their capacities as such. A determination with respect to the independence of its independent legal counsel will be made at least annually by the independent trustees of the fund, as prescribed by the 1940 Act and related rules.
Prospectuses, reports to shareholders and proxy statements —
The fund’s fiscal year ends on April 30. Shareholders are provided updated summary prospectuses annually and at least semiannually with reports showing the fund’s investment portfolio or summary investment portfolio, financial statements and other information. Shareholders may request a copy of the fund’s current prospectus at no cost by calling 800/421-0180 or by sending an e-mail request to prospectus@americanfunds.com. Shareholders may also access the fund’s current summary prospectus, prospectus, statement of additional information and shareholder reports at americanfunds.com/prospectus. The fund’s annual financial statements are audited by the fund’s independent registered public accounting firm, PricewaterhouseCoopers LLP. In addition, shareholders may also receive proxy statements for the fund. In an effort to reduce the volume of mail shareholders receive from the fund when a household owns more than one account, the Transfer Agent has taken steps to eliminate duplicate mailings of summary prospectuses, shareholder reports and proxy statements. To receive additional copies of a summary prospectus, report or proxy statement, shareholders should contact the Transfer Agent.
Shareholders may also elect to receive updated summary prospectuses, annual reports and semi-annual reports electronically by signing up for electronic delivery on our website, americanfunds.com. Upon electing the electronic delivery of updated summary prospectuses and other reports, a shareholder will no longer automatically receive such documents in paper form by mail. A shareholder who elects electronic delivery is able to cancel this service at any time and return to receiving updated summary prospectuses and other reports in paper form by mail.
Summary prospectuses, annual reports and semi-annual reports that are mailed to shareholders by the American Funds organization are printed with ink containing soy and/or vegetable oil on paper containing recycled fibers.
Codes of ethics —
The fund, Washington Management Corporation and and Capital Research and Management Company and its affiliated companies, including the fund’s Principal Underwriter, have adopted codes of ethics that allow for personal investments, including securities in which the fund may invest from time to time. These codes include a ban on acquisitions of securities pursuant to an initial public offering; restrictions on acquisitions of private placement securities; preclearance and reporting requirements; review of duplicate confirmation statements; annual recertification of compliance with codes of ethics; blackout periods on personal investing for certain investment personnel; ban on short-term trading profits for investment personnel; limitations on service as a director of publicly traded companies; and disclosure of personal securities transactions.
Legal proceedings —
On February 16, 2005, the NASD (now the Financial Industry Regulatory Authority, or FINRA) filed an administrative complaint against the Principal Underwriter. The complaint alleges violations of certain NASD rules by the Principal Underwriter with respect to the selection of broker-dealer firms that buy and sell securities for mutual fund investment portfolios. The complaint seeks sanctions, restitution and disgorgement. On August 30, 2006, a FINRA Hearing Panel ruled against the Principal Underwriter and imposed a $5 million fine. On April 30, 2008, FINRA’s National Adjudicatory Council affirmed the decision by FINRA’s Hearing Panel. The Principal Underwriter has appealed this decision to the Securities and Exchange Commission.
The investment adviser and Principal Underwriter believe that the likelihood that this matter could have a material adverse effect on the fund or on the ability of the investment adviser or Principal Underwriter to perform their contracts with the fund is remote. In addition, class action lawsuits have been filed in the U.S. District Court, Central District of California, relating to this and other matters. The investment adviser believes that these suits are without merit and will defend itself vigorously.
Determination of net asset value, redemption price and maximum offering price per share for Class A shares — April 30, 2010
Net asset value and redemption price per share
(Net assets divided by shares outstanding)
|
|
$25.84
|
Maximum offering price per share
(100/94.25 of net asset value per share,
which takes into account the fund’s current maximum
sales charge)
|
|
$27.42
|
Other information —
The fund reserves the right to modify the privileges described in this statement of additional information at any time.
The financial statements, including the investment portfolio and the report of the fund’s independent registered public accounting firm contained in the annual report, are included in this statement of additional information.
Fund numbers — Here are the fund numbers for use with our automated telephone line, American FundsLine
®
, or when making share transactions:
|
Fund numbers
|
Fund
|
Class A
|
|
Class B
|
|
Class C
|
|
Class F-1
|
|
Class F-2
|
|
|
Stock and stock/bond funds
|
|
|
|
|
|
|
|
|
|
|
|
AMCAP Fund
®
|
002
|
|
202
|
|
302
|
|
402
|
|
602
|
|
|
American Balanced Fund
®
|
011
|
|
211
|
|
311
|
|
411
|
|
611
|
|
|
American Mutual Fund
®
|
003
|
|
203
|
|
303
|
|
403
|
|
603
|
|
|
Capital Income Builder
®
|
012
|
|
212
|
|
312
|
|
412
|
|
612
|
|
|
Capital World Growth and Income
Fund
SM
|
033
|
|
233
|
|
333
|
|
433
|
|
633
|
|
|
EuroPacific Growth Fund
®
|
016
|
|
216
|
|
316
|
|
416
|
|
616
|
|
|
Fundamental Investors
SM
|
010
|
|
210
|
|
310
|
|
410
|
|
610
|
|
|
The Growth Fund of America
SM
|
005
|
|
205
|
|
305
|
|
405
|
|
605
|
|
|
The Income Fund of America
®
|
006
|
|
206
|
|
306
|
|
406
|
|
606
|
|
|
International Growth and Income
Fund
SM
|
034
|
|
234
|
|
334
|
|
434
|
|
634
|
|
|
The Investment Company of America
®
|
004
|
|
204
|
|
304
|
|
404
|
|
604
|
|
|
The New Economy Fund
®
|
014
|
|
214
|
|
314
|
|
414
|
|
614
|
|
|
New Perspective Fund
®
|
007
|
|
207
|
|
307
|
|
407
|
|
607
|
|
|
New World Fund
SM
|
036
|
|
236
|
|
336
|
|
436
|
|
636
|
|
|
SMALLCAP World Fund
®
|
035
|
|
235
|
|
335
|
|
435
|
|
635
|
|
|
Washington Mutual Investors Fund
SM
|
001
|
|
201
|
|
301
|
|
401
|
|
601
|
|
|
Bond funds
|
|
|
|
|
|
|
|
|
|
|
|
American Funds Short-Term Tax-Exempt
Bond Fund
SM
|
039
|
|
N/A
|
|
N/A
|
|
439
|
|
639
|
|
|
American High-Income Municipal Bond Fund
®
|
040
|
|
240
|
|
340
|
|
440
|
|
640
|
|
|
American High-Income Trust
SM
|
021
|
|
221
|
|
321
|
|
421
|
|
621
|
|
|
The Bond Fund of America
SM
|
008
|
|
208
|
|
308
|
|
408
|
|
608
|
|
|
Capital World Bond Fund
®
|
031
|
|
231
|
|
331
|
|
431
|
|
631
|
|
|
Intermediate Bond Fund of America
SM
|
023
|
|
223
|
|
323
|
|
423
|
|
623
|
|
|
Limited Term Tax-Exempt Bond Fund of America
SM
|
043
|
|
243
|
|
343
|
|
443
|
|
643
|
|
|
Short-Term Bond Fund of America
SM
|
048
|
|
248
|
|
348
|
|
448
|
|
648
|
|
|
The Tax-Exempt Bond Fund of America
®
|
019
|
|
219
|
|
319
|
|
419
|
|
619
|
|
|
The Tax-Exempt Fund of California
®
*
|
020
|
|
220
|
|
320
|
|
420
|
|
620
|
|
|
The Tax-Exempt Fund of Maryland
®
*
|
024
|
|
224
|
|
324
|
|
424
|
|
624
|
|
|
The Tax-Exempt Fund of Virginia
®
*
|
025
|
|
225
|
|
325
|
|
425
|
|
625
|
|
|
U.S. Government Securities Fund
SM
|
022
|
|
222
|
|
322
|
|
422
|
|
622
|
|
|
Money market fund
|
|
|
|
|
|
|
|
|
|
|
|
American Funds Money Market Fund
®
|
059
|
|
259
|
|
359
|
|
459
|
|
659
|
|
|
|
*Qualified for sale only in certain jurisdictions.
|
|
Fund numbers
|
Fund
|
Class
529-A
|
|
Class
529-B
|
|
Class
529-C
|
|
Class
529-E
|
|
Class
529-F-1
|
|
|
Stock and stock/bond funds
|
|
|
|
|
|
|
|
|
|
|
|
AMCAP Fund
|
1002
|
|
1202
|
|
1302
|
|
1502
|
|
1402
|
|
|
American Balanced Fund
|
1011
|
|
1211
|
|
1311
|
|
1511
|
|
1411
|
|
|
American Mutual Fund
|
1003
|
|
1203
|
|
1303
|
|
1503
|
|
1403
|
|
|
Capital Income Builder
|
1012
|
|
1212
|
|
1312
|
|
1512
|
|
1412
|
|
|
Capital World Growth and Income
Fund
|
1033
|
|
1233
|
|
1333
|
|
1533
|
|
1433
|
|
|
EuroPacific Growth Fund
|
1016
|
|
1216
|
|
1316
|
|
1516
|
|
1416
|
|
|
Fundamental Investors
|
1010
|
|
1210
|
|
1310
|
|
1510
|
|
1410
|
|
|
The Growth Fund of America
|
1005
|
|
1205
|
|
1305
|
|
1505
|
|
1405
|
|
|
The Income Fund of America
|
1006
|
|
1206
|
|
1306
|
|
1506
|
|
1406
|
|
|
International Growth and Income
Fund
|
1034
|
|
1234
|
|
1334
|
|
1534
|
|
1434
|
|
|
The Investment Company of America
|
1004
|
|
1204
|
|
1304
|
|
1504
|
|
1404
|
|
|
The New Economy Fund
|
1014
|
|
1214
|
|
1314
|
|
1514
|
|
1414
|
|
|
New Perspective Fund
|
1007
|
|
1207
|
|
1307
|
|
1507
|
|
1407
|
|
|
New World Fund
|
1036
|
|
1236
|
|
1336
|
|
1536
|
|
1436
|
|
|
SMALLCAP World Fund
|
1035
|
|
1235
|
|
1335
|
|
1535
|
|
1435
|
|
|
Washington Mutual Investors Fund
|
1001
|
|
1201
|
|
1301
|
|
1501
|
|
1401
|
|
|
Bond funds
|
|
|
|
|
|
|
|
|
|
|
|
American High-Income Trust
|
1021
|
|
1221
|
|
1321
|
|
1521
|
|
1421
|
|
|
The Bond Fund of America
|
1008
|
|
1208
|
|
1308
|
|
1508
|
|
1408
|
|
|
Capital World Bond Fund
|
1031
|
|
1231
|
|
1331
|
|
1531
|
|
1431
|
|
|
Intermediate Bond Fund of America
|
1023
|
|
1223
|
|
1323
|
|
1523
|
|
1423
|
|
|
Short-Term Bond Fund of America
|
1048
|
|
1248
|
|
1348
|
|
1548
|
|
1448
|
|
|
U.S. Government Securities Fund
|
1022
|
|
1222
|
|
1322
|
|
1522
|
|
1422
|
|
|
Money market fund
|
|
|
|
|
|
|
|
|
|
|
|
American Funds Money Market Fund
|
1059
|
|
1259
|
|
1359
|
|
1559
|
|
1459
|
|
|
|
Fund numbers
|
Fund
|
Class
R-1
|
|
Class
R-2
|
|
Class
R-3
|
|
Class
R-4
|
|
Class
R-5
|
|
Class
R-6
|
|
Stock and stock/bond funds
|
|
|
|
|
|
|
|
|
|
|
|
|
AMCAP Fund
|
2102
|
|
2202
|
|
2302
|
|
2402
|
|
2502
|
|
2502
|
|
American Balanced Fund
|
2111
|
|
2211
|
|
2311
|
|
2411
|
|
2511
|
|
2511
|
|
American Mutual Fund
|
2103
|
|
2203
|
|
2303
|
|
2403
|
|
2503
|
|
2503
|
|
Capital Income Builder
|
2112
|
|
2212
|
|
2312
|
|
2412
|
|
2512
|
|
2512
|
|
Capital World Growth and Income
Fund
|
2133
|
|
2233
|
|
2333
|
|
2433
|
|
2533
|
|
2533
|
|
EuroPacific Growth Fund
|
2116
|
|
2216
|
|
2316
|
|
2416
|
|
2516
|
|
2516
|
|
Fundamental Investors
|
2110
|
|
2210
|
|
2310
|
|
2410
|
|
2510
|
|
2510
|
|
The Growth Fund of America
|
2105
|
|
2205
|
|
2305
|
|
2405
|
|
2505
|
|
2505
|
|
The Income Fund of America
|
2106
|
|
2206
|
|
2306
|
|
2406
|
|
2506
|
|
2506
|
|
International Growth and Income
Fund
|
2134
|
|
2234
|
|
2334
|
|
2434
|
|
2534
|
|
2534
|
|
The Investment Company of America
|
2104
|
|
2204
|
|
2304
|
|
2404
|
|
2504
|
|
2504
|
|
The New Economy Fund
|
2114
|
|
2214
|
|
2314
|
|
2414
|
|
2514
|
|
2514
|
|
New Perspective Fund
|
2107
|
|
2207
|
|
2307
|
|
2407
|
|
2507
|
|
2507
|
|
New World Fund
|
2136
|
|
2236
|
|
2336
|
|
2436
|
|
2536
|
|
2536
|
|
SMALLCAP World Fund
|
2135
|
|
2235
|
|
2335
|
|
2435
|
|
2535
|
|
2535
|
|
Washington Mutual Investors Fund
|
2101
|
|
2201
|
|
2301
|
|
2401
|
|
2501
|
|
2501
|
|
Bond funds
|
|
|
|
|
|
|
|
|
|
|
|
|
American High-Income Trust
|
2121
|
|
2221
|
|
2321
|
|
2421
|
|
2521
|
|
2521
|
|
The Bond Fund of America
|
2108
|
|
2208
|
|
2308
|
|
2408
|
|
2508
|
|
2508
|
|
Capital World Bond Fund
|
2131
|
|
2231
|
|
2331
|
|
2431
|
|
2531
|
|
2531
|
|
Intermediate Bond Fund of America
|
2123
|
|
2223
|
|
2323
|
|
2423
|
|
2523
|
|
2523
|
|
Short-Term Bond Fund of America
|
2148
|
|
2248
|
|
2348
|
|
2448
|
|
2548
|
|
2548
|
|
U.S. Government Securities Fund
|
2122
|
|
2222
|
|
2322
|
|
2422
|
|
2522
|
|
2522
|
|
Money market fund
|
|
|
|
|
|
|
|
|
|
|
|
|
American Funds Money Market Fund
|
2159
|
|
2259
|
|
2359
|
|
2459
|
|
2559
|
|
2659
|
|
|
Fund numbers
|
Fund
|
Class A
|
Class
R-1
|
|
Class
R-2
|
|
Class
R-3
|
|
Class
R-4
|
|
Class
R-5
|
|
Class
R-6
|
|
Stock and stock/bond funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Funds 2055 Target Date
Retirement Fund
SM
|
082
|
2182
|
|
2282
|
|
2382
|
|
2482
|
|
2582
|
|
2682
|
|
American Funds 2050 Target Date
Retirement Fund
®
|
069
|
2169
|
|
2269
|
|
2369
|
|
2469
|
|
2569
|
|
2669
|
|
American Funds 2045 Target Date
Retirement Fund
®
|
068
|
2168
|
|
2268
|
|
2368
|
|
2468
|
|
2568
|
|
2668
|
|
American Funds 2040 Target Date
Retirement Fund
®
|
067
|
2167
|
|
2267
|
|
2367
|
|
2467
|
|
2567
|
|
2667
|
|
American Funds 2035 Target Date
Retirement Fund
®
|
066
|
2166
|
|
2266
|
|
2366
|
|
2466
|
|
2566
|
|
2666
|
|
American Funds 2030 Target Date
Retirement Fund
®
|
065
|
2165
|
|
2265
|
|
2365
|
|
2465
|
|
2565
|
|
2665
|
|
American Funds 2025 Target Date
Retirement Fund
®
|
064
|
2164
|
|
2264
|
|
2364
|
|
2464
|
|
2564
|
|
2664
|
|
American Funds 2020 Target Date
Retirement Fund
®
|
063
|
2163
|
|
2263
|
|
2363
|
|
2463
|
|
2563
|
|
2663
|
|
American Funds 2015 Target Date
Retirement Fund
®
|
062
|
2162
|
|
2262
|
|
2362
|
|
2462
|
|
2562
|
|
2662
|
|
American Funds 2010 Target Date
Retirement Fund
®
|
061
|
2161
|
|
2261
|
|
2361
|
|
2461
|
|
2561
|
|
2661
|
|
Investment portfolio
April 30, 2010
Industry sector diversification
|
Percent of
net assets
|
|
|
Ten largest holdings
|
Percent of
net assets
|
|
Industrials
|
17.13%
|
|
|
Chevron
|
5.28%
|
|
Energy
|
13.31
|
|
|
Verizon
|
3.57
|
|
Health care
|
12.72
|
|
|
McDonald’s
|
3.19
|
|
Utilities
|
9.66
|
|
|
Royal Dutch Shell
|
3.19
|
|
Consumer discretionary
|
9.19
|
|
|
Merck
|
2.90
|
|
Financials
|
8.53
|
|
|
AT&T
|
2.83
|
|
Consumer staples
|
8.15
|
|
|
Boeing
|
2.49
|
|
Information technology
|
7.71
|
|
|
United Technologies
|
2.44
|
|
Telecommunication services
|
6.40
|
|
|
Coca-Cola
|
2.25
|
|
Materials
|
3.11
|
|
|
Wells Fargo
|
1.97
|
|
Miscellaneous
|
1.97
|
|
|
|
|
|
Short-term securities & other assets less liabilities
|
2.12
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stocks — 97.88%
|
Shares
|
Value
(000)
|
|
Percent of
net assets
|
Energy — 13.31%
|
|
|
|
|
Baker Hughes Inc.
|
2,000,000
|
$ 99,520
|
|
.19%
|
Chevron Corp.
|
33,016,800
|
2,688,888
|
|
5.28
|
ConocoPhillips
|
12,350,000
|
730,997
|
|
1.43
|
Diamond Offshore Drilling, Inc.
|
1,920,000
|
151,872
|
|
.30
|
Exxon Mobil Corp.
|
5,015,000
|
340,268
|
|
.67
|
Halliburton Co.
|
7,000,000
|
214,550
|
|
.42
|
Hess Corp.
|
2,140,000
|
135,997
|
|
.27
|
Marathon Oil Corp.
|
6,000,000
|
192,900
|
|
.38
|
Occidental Petroleum Corp.
|
1,700,000
|
150,722
|
|
.30
|
Royal Dutch Shell PLC, Class A (ADR)
|
886,700
|
55,640
|
|
|
Royal Dutch Shell PLC, Class B (ADR)
|
25,880,000
|
1,570,398
|
|
3.19
|
Schlumberger Ltd.
|
6,250,000
|
446,375
|
|
.88
|
|
|
6,778,127
|
|
13.31
|
|
|
|
|
|
Materials — 3.11%
|
|
|
|
|
Air Products and Chemicals, Inc.
|
2,500,000
|
191,950
|
|
.38
|
Alcoa Inc.
|
8,500,000
|
114,240
|
|
.22
|
Dow Chemical Co.
|
15,032,826
|
463,462
|
|
.91
|
E.I. du Pont de Nemours and Co.
|
6,800,000
|
270,912
|
|
.53
|
Monsanto Co.
|
880,000
|
55,493
|
|
.11
|
Potash Corp. of Saskatchewan Inc.
|
425,000
|
46,962
|
|
.09
|
PPG Industries, Inc.
|
1,600,000
|
112,592
|
|
.22
|
Praxair, Inc.
|
2,900,000
|
242,933
|
|
.48
|
Weyerhaeuser Co.
|
1,690,000
|
83,689
|
|
.17
|
|
|
1,582,233
|
|
3.11
|
|
|
|
|
|
Industrials — 17.13%
|
|
|
|
|
Boeing Co.
|
17,510,000
|
1,268,249
|
|
2.49
|
Caterpillar Inc.
|
2,000,000
|
136,180
|
|
.27
|
Deere & Co.
|
2,250,000
|
134,595
|
|
.27
|
Eaton Corp.
|
1,200,000
|
92,592
|
|
.18
|
Emerson Electric Co.
|
15,750,000
|
822,622
|
|
1.62
|
General Dynamics Corp.
|
2,950,000
|
225,262
|
|
.44
|
General Electric Co.
|
17,500,000
|
330,050
|
|
.65
|
Honeywell International Inc.
|
9,300,000
|
441,471
|
|
.87%
|
Illinois Tool Works Inc.
|
5,620,000
|
287,182
|
|
.56
|
Lockheed Martin Corp.
|
7,700,000
|
653,653
|
|
1.28
|
Masco Corp.
|
9,227,813
|
149,767
|
|
.29
|
Norfolk Southern Corp.
|
2,000,000
|
118,660
|
|
.23
|
Northrop Grumman Corp.
|
13,400,000
|
908,922
|
|
1.79
|
Pitney Bowes Inc.
|
10,274,000
|
260,960
|
|
.51
|
Rockwell Automation
|
3,000,000
|
182,160
|
|
.36
|
Southwest Airlines Co.
|
5,500,000
|
72,490
|
|
.14
|
Tyco International Ltd.
|
8,000,000
|
310,320
|
|
.61
|
United Parcel Service, Inc., Class B
|
12,175,900
|
841,842
|
|
1.65
|
United Technologies Corp.
|
16,565,000
|
1,241,547
|
|
2.44
|
Waste Management, Inc.
|
7,000,000
|
242,760
|
|
.48
|
|
|
8,721,284
|
|
17.13
|
|
|
|
|
|
Consumer discretionary — 9.19%
|
|
|
|
|
Best Buy Co., Inc.
|
1,750,000
|
79,800
|
|
.16
|
Darden Restaurants, Inc.
|
2,000,000
|
89,500
|
|
.18
|
Harley-Davidson, Inc.
|
3,950,000
|
133,628
|
|
.26
|
Home Depot, Inc.
|
22,980,300
|
810,056
|
|
1.59
|
J.C. Penney Co., Inc.
|
1,600,000
|
46,672
|
|
.09
|
Johnson Controls, Inc.
|
21,698,200
|
728,842
|
|
1.43
|
Leggett & Platt, Inc.
|
5,000,000
|
122,650
|
|
.24
|
Lowe’s Companies, Inc.
|
6,400,000
|
173,568
|
|
.34
|
Mattel, Inc.
|
3,000,000
|
69,150
|
|
.14
|
McDonald’s Corp.
|
23,040,000
|
1,626,394
|
|
3.19
|
McGraw-Hill Companies, Inc.
|
11,300,000
|
381,036
|
|
.75
|
News Corp., Class A
|
7,060,000
|
108,865
|
|
.21
|
VF Corp.
|
2,800,000
|
241,976
|
|
.47
|
Walt Disney Co.
|
1,900,000
|
69,996
|
|
.14
|
|
|
4,682,133
|
|
9.19
|
|
|
|
|
|
Consumer staples — 8.15%
|
|
|
|
|
Avon Products, Inc.
|
7,330,400
|
236,992
|
|
.47
|
Coca-Cola Co.
|
21,439,589
|
1,145,946
|
|
2.25
|
Colgate-Palmolive Co.
|
1,300,000
|
109,330
|
|
.21
|
H.J. Heinz Co.
|
3,700,000
|
173,419
|
|
.34
|
Kimberly-Clark Corp.
|
2,700,000
|
165,402
|
|
.32
|
Kraft Foods Inc., Class A
|
26,390,000
|
781,144
|
|
1.53
|
PepsiCo, Inc.
|
8,250,000
|
538,065
|
|
1.06
|
Procter & Gamble Co.
|
8,650,800
|
537,734
|
|
1.06
|
Walgreen Co.
|
2,500,000
|
87,875
|
|
.17
|
Wal-Mart Stores, Inc.
|
7,000,000
|
375,550
|
|
.74
|
|
|
4,151,457
|
|
8.15
|
|
|
|
|
|
Health care — 12.72%
|
|
|
|
|
Abbott Laboratories
|
18,440,400
|
943,411
|
|
1.85
|
Aetna Inc.
|
7,400,000
|
218,670
|
|
.43
|
Baxter International Inc.
|
3,810,000
|
179,908
|
|
.35
|
Becton, Dickinson and Co.
|
1,000,000
|
76,370
|
|
.15
|
Bristol-Myers Squibb Co.
|
20,500,000
|
518,445
|
|
1.02
|
Cardinal Health, Inc.
|
13,823,700
|
479,544
|
|
.94
|
Eli Lilly and Co.
|
24,000,000
|
839,280
|
|
1.65
|
Health care (continued)
|
|
|
|
|
Johnson & Johnson
|
12,865,000
|
827,220
|
|
1.63
|
Medtronic, Inc.
|
12,015,000
|
524,935
|
|
1.03
|
Merck & Co., Inc.
|
42,190,000
|
1,478,338
|
|
2.90
|
Pfizer Inc
|
13,578,250
|
227,028
|
|
.45
|
Stryker Corp.
|
1,650,000
|
94,776
|
|
.19
|
UnitedHealth Group Inc.
|
2,250,000
|
68,198
|
|
.13
|
|
|
6,476,123
|
|
12.72
|
|
|
|
|
|
Financials — 8.53%
|
|
|
|
|
Allstate Corp.
|
10,500,000
|
343,035
|
|
.67
|
American Express Co.
|
10,000,000
|
461,200
|
|
.91
|
BB&T Corp.
|
5,665,000
|
188,305
|
|
.37
|
Chubb Corp.
|
5,000,000
|
264,350
|
|
.52
|
HSBC Holdings PLC (ADR)
|
3,900,000
|
198,471
|
|
.39
|
JPMorgan Chase & Co.
|
6,349,100
|
270,345
|
|
.53
|
KeyCorp
|
7,000,000
|
63,140
|
|
.12
|
Marsh & McLennan Companies, Inc.
|
25,516,900
|
618,019
|
|
1.21
|
Moody’s Corp.
|
2,450,000
|
60,564
|
|
.12
|
PNC Financial Services Group, Inc.
|
1,645,000
|
110,560
|
|
.22
|
Toronto-Dominion Bank
|
1,300,000
|
96,798
|
|
.19
|
U.S. Bancorp
|
24,825,600
|
664,581
|
|
1.31
|
Wells Fargo & Co.
|
30,270,000
|
1,002,240
|
|
1.97
|
|
|
4,341,608
|
|
8.53
|
|
|
|
|
|
Information technology — 7.71%
|
|
|
|
|
Automatic Data Processing, Inc.
|
5,395,000
|
233,927
|
|
.46
|
Google Inc., Class A
1
|
450,000
|
236,448
|
|
.47
|
Hewlett-Packard Co.
|
10,810,000
|
561,796
|
|
1.10
|
Intel Corp.
|
19,700,000
|
449,751
|
|
.88
|
International Business Machines Corp.
|
3,935,000
|
507,615
|
|
1.00
|
Linear Technology Corp.
|
7,790,000
|
234,168
|
|
.46
|
Microsoft Corp.
|
21,730,000
|
663,634
|
|
1.30
|
Oracle Corp.
|
12,213,300
|
315,592
|
|
.62
|
Paychex, Inc.
|
10,950,000
|
335,070
|
|
.66
|
Texas Instruments Inc.
|
14,825,000
|
385,598
|
|
.76
|
|
|
3,923,599
|
|
7.71
|
|
|
|
|
|
Telecommunication services — 6.40%
|
|
|
|
|
AT&T Inc.
|
55,215,000
|
1,438,903
|
|
2.83
|
Verizon Communications Inc.
|
62,950,000
|
1,818,625
|
|
3.57
|
|
|
3,257,528
|
|
6.40
|
|
|
|
|
|
Utilities — 9.66%
|
|
|
|
|
Ameren Corp.
|
1,400,000
|
36,344
|
|
.07
|
American Electric Power Co., Inc.
|
3,800,000
|
130,340
|
|
.25
|
Consolidated Edison, Inc.
|
2,800,000
|
126,560
|
|
.25
|
Dominion Resources, Inc.
|
8,550,000
|
357,390
|
|
.70
|
Duke Energy Corp.
|
45,100,000
|
756,778
|
|
1.49
|
Entergy Corp.
|
7,380,000
|
599,920
|
|
1.18
|
Exelon Corp.
|
18,660,000
|
813,389
|
|
1.60
|
FirstEnergy Corp.
|
15,200,000
|
575,624
|
|
1.13
|
FPL Group, Inc.
|
5,550,000
|
288,878
|
|
.57
|
NiSource Inc.
|
2,500,000
|
40,750
|
|
.08
|
PPL Corp.
|
14,917,904
|
369,367
|
|
.72
|
Southern Co.
|
17,300,000
|
597,888
|
|
1.17
|
Xcel Energy Inc.
|
10,500,000
|
228,375
|
|
.45
|
|
|
4,921,603
|
|
9.66
|
|
|
|
|
|
Miscellaneous — 1.97%
|
|
|
|
|
Other common stocks in initial period of acquisition
|
|
1,003,092
|
|
1.97
|
|
|
|
|
|
Total common stocks
(cost: $41,048,669,000)
|
|
49,838,787
|
|
97.88
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term securities — 2.17%
|
Principal amount
(000)
|
|
|
|
|
|
|
|
|
Colgate-Palmolive Co. 0.18%
due 5/10/2010
2
|
$ 21,700
|
21,699
|
|
.04
|
Fannie Mae 0.18%–0.25%
due 6/14–8/16/2010
|
167,400
|
167,312
|
|
.33
|
Federal Farm Credit Banks 0.17%
due 5/27/2010
|
12,500
|
12,499
|
|
.02
|
Federal Home Loan Bank 0.17%–0.19%
due 6/9–7/28/2010
|
100,000
|
99,968
|
|
.20
|
Freddie Mac 0.16%–0.18%
due 6/28–6/29/2010
|
82,124
|
82,101
|
|
.16
|
General Electric Co. 0.18%
due 5/3/2010
|
71,500
|
71,499
|
|
.14
|
Jupiter Securitization Co., LLC 0.22%
due 5/11/2010
2
|
32,000
|
31,998
|
|
.06
|
Merck & Co. Inc. 0.19%
due 5/24/2010
2
|
64,900
|
64,892
|
|
.13
|
NetJets Inc. 0.21%
due 6/30/2010
2
|
55,000
|
54,976
|
|
.11
|
Paccar Financial Corp. 0.16%
due 5/13/2010
|
23,400
|
23,398
|
|
.05
|
PepsiCo Inc. 0.19%–0.20%
due 6/15–6/16/2010
2
|
90,000
|
89,978
|
|
.18
|
Pfizer Inc 0.18%
due 6/21/2010
2
|
27,600
|
27,593
|
|
.05
|
Procter & Gamble International Funding S.C.A. 0.18%–0.19%
due 5/14–6/4/2010
2
|
134,700
|
134,684
|
|
.26
|
Straight-A Funding LLC 0.17%–0.26%
due 5/5–7/21/2010
2
|
129,582
|
129,555
|
|
.25
|
U.S. Treasury Bills 0.155%–0.161%
due 5/27–6/24/2010
|
95,800
|
95,780
|
|
.19
|
|
|
|
|
|
Total short-term securities
(cost: $1,107,922,000)
|
|
1,107,932
|
|
2.17
|
|
|
|
|
|
Total investment securities
(cost: $42,156,591,000)
|
|
50,946,719
|
|
100.05
|
Other assets less liabilities
|
|
(26,848)
|
|
(.05)
|
|
|
|
|
|
Net assets
|
|
$50,919,871
|
|
100.00%
|
|
|
|
|
|
|
|
|
|
|
"Miscellaneous" securities include holdings in their initial period of acquisition that have not previously been publicly disclosed.
|
|
|
|
|
|
1
Security did not produce income during the last 12 months.
2
Purchased in a transaction exempt from registration under the Securities Act of 1933. May be resold in the U.S. in transactions exempt from registration, normally to qualified institutional buyers. The total value of all such securities was $555,375,000, which represented 1.09% of the net assets of the Fund.
|
|
|
|
|
|
|
Key to abbreviation
|
|
|
|
|
ADR = American Depositary Receipts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to financial statements
|
|
|
|
|
Financial statements
Statement of assets and liabilities
at
April 30, 2010
|
(dollars in thousands)
|
Assets:
|
|
|
|
|
|
|
Investment securities, at value (cost: $42,156,591)
|
|
|
|
|
$
|
50,946,719
|
|
Cash
|
|
|
|
|
|
1,803
|
|
Receivables for:
|
|
|
|
|
|
|
|
Sales of investments
|
|
$
|
121,657
|
|
|
|
|
|
Sales of Fund’s shares
|
|
|
47,311
|
|
|
|
|
|
Dividends
|
|
|
112,587
|
|
|
|
281,555
|
|
|
|
|
|
|
|
|
51,230,077
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Payables for:
|
|
|
|
|
|
|
|
|
Purchases of investments
|
|
|
180,831
|
|
|
|
|
|
Repurchases of Fund’s shares
|
|
|
87,438
|
|
|
|
|
|
Management services
|
|
|
12,041
|
|
|
|
|
|
Services provided by affiliates
|
|
|
26,643
|
|
|
|
|
|
Directors’ and advisory board’s deferred compensation
|
|
|
2,385
|
|
|
|
|
|
Other
|
|
|
868
|
|
|
|
310,206
|
|
Net assets at April 30, 2010
|
|
|
|
|
|
$
|
50,919,871
|
|
|
|
|
|
|
|
|
|
|
Net assets consist of:
|
|
|
|
|
|
|
|
|
Capital paid in on shares of capital stock
|
|
|
|
|
|
$
|
48,364,370
|
|
Undistributed net investment income
|
|
|
|
|
|
|
300,340
|
|
Accumulated net realized loss
|
|
|
|
|
|
|
(6,534,956
|
)
|
Net unrealized appreciation
|
|
|
|
|
|
|
8,790,117
|
|
Net assets at April 30, 2010
|
|
|
|
|
|
$
|
50,919,871
|
|
|
(dollars and shares in thousands, except per-share amounts)
|
|
Total authorized capital stock — 4,000,000 shares, $.001 par value (1,972,765 total shares outstanding)
|
|
Net assets
|
Shares outstanding
|
Net asset value per share
*
|
Class A
|
$39,349,284
|
1,522,919
|
$25.84
|
Class B
|
1,249,015
|
48,681
|
25.66
|
Class C
|
1,829,809
|
71,487
|
25.60
|
Class F-1
|
1,770,442
|
68,689
|
25.77
|
Class F-2
|
415,858
|
16,094
|
25.84
|
Class 529-A
|
932,374
|
36,132
|
25.80
|
Class 529-B
|
144,592
|
5,630
|
25.68
|
Class 529-C
|
287,911
|
11,217
|
25.67
|
Class 529-E
|
52,643
|
2,048
|
25.70
|
Class 529-F-1
|
51,215
|
1,988
|
25.77
|
Class R-1
|
66,709
|
2,600
|
25.65
|
Class R-2
|
694,004
|
27,125
|
25.59
|
Class R-3
|
1,280,555
|
49,840
|
25.69
|
Class R-4
|
1,120,816
|
43,516
|
25.76
|
Class R-5
|
867,869
|
33,593
|
25.83
|
Class R-6
|
806,775
|
31,206
|
25.85
|
*
Maximum offering price and redemption price per share were equal to the net asset value per share for all share classes, except for Classes A and 529-A, for which the maximum offering prices per share were $27.42 and $27.37, respectively.
See Notes to financial statements
Statement of operations
for the year ended April 30, 2010
|
(dollars in thousands)
|
Investment income:
|
|
|
|
|
|
|
Income:
|
|
|
|
|
|
|
Dividends (net of non-U.S. taxes of $808)
|
|
$
|
1,687,241
|
|
|
|
|
Interest
|
|
|
1,803
|
|
|
$
|
1,689,044
|
|
|
|
|
|
|
|
|
|
|
Fees and expenses*:
|
|
|
|
|
|
|
|
|
Investment advisory services
|
|
|
95,872
|
|
|
|
|
|
Business management services
|
|
|
43,565
|
|
|
|
|
|
Distribution services
|
|
|
143,302
|
|
|
|
|
|
Transfer agent services
|
|
|
54,327
|
|
|
|
|
|
Administrative services
|
|
|
17,151
|
|
|
|
|
|
Reports to shareholders
|
|
|
3,026
|
|
|
|
|
|
Registration statement and prospectus
|
|
|
8,775
|
|
|
|
|
|
Directors’ and advisory board’s compensation
|
|
|
2,140
|
|
|
|
|
|
Auditing and legal
|
|
|
305
|
|
|
|
|
|
Custodian
|
|
|
301
|
|
|
|
|
|
State and local taxes
|
|
—
†
|
|
|
|
|
|
Other
|
|
|
2,632
|
|
|
|
371,396
|
|
Net investment income
|
|
|
|
|
|
|
1,317,648
|
|
|
|
|
|
|
|
|
|
|
Net realized gain and unrealized appreciation on investments:
|
|
|
|
|
|
|
|
|
Net realized gain on investments
|
|
|
|
|
|
|
2,207,034
|
|
Net unrealized appreciation on investments
|
|
|
|
|
|
|
10,515,745
|
|
Net realized gain and unrealized appreciation on investments
|
|
|
|
|
|
|
12,722,779
|
|
Net increase in net assets resulting from operations
|
|
|
|
|
|
$
|
14,040,427
|
|
*Additional information related to class-specific fees and expenses is included in the Notes to financial statements.
†
Amount less than one thousand.
Statements of changes in net assets
|
(dollars in thousands)
|
|
Year ended April 30
|
|
Operations:
|
2010
|
|
2009
|
|
Net investment income
|
$ 1,317,648
|
|
$ 1,424,548
|
|
Net realized gain (loss) on investments
|
2,207,034
|
|
(8,718,989)
|
|
Net unrealized appreciation (depreciation) on investments
|
10,515,745
|
|
(18,332,108)
|
|
Net increase (decrease) in net assets resulting from operations
|
14,040,427
|
|
(25,626,549)
|
|
|
|
|
|
|
Dividends and distributions paid to shareholders:
|
|
|
|
|
Dividends from net investment income
|
(1,367,940)
|
|
(1,596,849)
|
|
Distributions from net realized gain on investments
|
—
|
|
(1,101,866)
|
|
Total dividends and distributions paid to shareholders
|
(1,367,940)
|
|
(2,698,715)
|
|
|
|
|
|
|
Net capital share transactions
|
(5,069,126)
|
|
(4,761,319)
|
|
|
|
|
|
|
Total increase (decrease) in net assets
|
7,603,361
|
|
(33,086,583)
|
|
|
|
|
|
|
Net assets:
|
|
|
|
|
Beginning of year
|
43,316,510
|
|
76,403,093
|
|
End of year (including undistributed net investment income: $300,340 and $351,063, respectively)
|
$50,919,871
|
|
$ 43,316,510
|
|
See Notes to financial statements
Notes to financial statements
Washington Mutual Investors Fund (the "Fund") is registered under the Investment Company Act of 1940 as an open-end, diversified management investment company. The Fund’s investment objective is to produce current income and to provide an opportunity for growth of principal consistent with sound common stock investing.
On November 24, 2009, shareholders approved a proposal to reorganize the Fund from a Maryland corporation to a Delaware statutory trust. The reorganization is anticipated to be completed on July 1, 2010; however, the Fund reserves the right to delay the implementation. Shareholders also approved amendments to the Fund’s Investment Advisory Agreement and amendments to and elimination of certain fundamental investment policies of the Fund.
The Fund has 16 share classes consisting of five retail share classes, five 529 college savings plan share classes and six retirement plan share classes. The 529 college savings plan share classes (529-A, 529-B, 529-C, 529-E and 529-F-1) may be used to save for college education. The six retirement plan share classes (R-1, R-2, R-3, R-4, R-5 and R-6) are generally offered only through eligible employer-sponsored retirement plans. The Fund’s share classes are described below:
Share class
|
|
Initial sales charge
|
Contingent deferred sales
charge upon redemption
|
Conversion feature
|
Classes A and 529-A
|
|
Up to 5.75%
|
None (except 1% for certain redemptions
within one year of purchase without an
initial sales charge)
|
None
|
Classes B and 529-B*
|
|
None
|
Declines from 5% to 0% for redemptions
within six years of purchase
|
Classes B and 529-B convert to
Classes A and 529-A, respectively,
after eight years
|
Class C
|
|
None
|
1% for redemptions within one year of purchase
|
Class C converts to Class F-1
after 10 years
|
Class 529-C
|
|
None
|
1% for redemptions within one year of purchase
|
None
|
Class 529-E
|
|
None
|
None
|
None
|
Classes F-1, F-2 and 529-F-1
|
|
None
|
None
|
None
|
Classes R-1, R-2, R-3, R-4, R-5 and R-6
|
|
None
|
None
|
None
|
*
Class B and 529-B shares of the Fund are not available for purchase
.
|
On May 1, 2009, the Fund made an additional retirement plan share class (Class R-6) available for sale pursuant to an amendment to its registration statement filed with the Securities and Exchange Commission (SEC). Refer to the Fund’s retirement plan prospectus for more details.
Holders of all share classes have equal pro rata rights to assets, dividends and liquidation proceeds. Each share class has identical voting rights, except for the exclusive right to vote on matters affecting only its class. Share classes have different fees and expenses ("class-specific fees and expenses"), primarily due to different arrangements for distribution, administrative and shareholder services. Differences in class-specific fees and expenses will result in differences in net investment income and, therefore, the payment of different per-share dividends by each class.
2. Significant accounting policies
|
The financial statements have been prepared to comply with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates. The Fund follows the significant accounting policies described below, as well as the valuation policies described in the next section on valuation.
Security transactions and related investment income —
Security transactions are recorded by the Fund as of the date the trades are executed with brokers. Realized gains and losses from security transactions are determined based on the specific identified cost of the securities. Dividend income is recognized on the ex-dividend date and interest income is recognized
on an accrual basis. Market discounts, premiums and original issue discounts on fixed-income securities are amortized daily over the expected life of the security.
Class allocations —
Income, fees and expenses (other than class-specific fees and expenses) and realized and unrealized gains and losses are allocated daily among the various share classes based on their relative net assets. Class-specific fees and expenses, such as distribution, administrative and shareholder services, are charged directly to the respective share class.
Dividends and distributions to shareholders —
Dividends and distributions paid to shareholders are recorded on the ex-dividend date.
The Fund’s investments are reported at fair value as defined by accounting principles generally accepted in the United States of America. The Fund generally determines its net asset value as of approximately 4:00 p.m. New York time each day the New York Stock Exchange is open.
Methods and inputs —
The Fund uses the following methods and inputs to establish the fair value of its 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 in which the security trades.
Fixed-income securities, including short-term securities purchased with more than 60 days left to maturity, are generally valued at prices obtained as of approximately 3:00 p.m. New York time from one or more pricing vendors. Vendors value such securities based on one or more of the following inputs: benchmark yields, transactions, bids, offers, quotations from dealers and trading systems, new issues, spreads, interest rate volatilities, and other relationships observed in the markets among comparable securities; and proprietary pricing models such as yield measures calculated using factors such as cash flows, financial or collateral performance and other reference data.
Where 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 asked prices that are reasonably and timely available (or bid prices, if asked prices are not available) or at prices for securities of comparable maturity, quality and type.
Securities with both fixed-income and equity characteristics, or equity securities traded principally among fixed-income dealers, are generally valued in the manner described above for either equity or fixed-income securities, depending on which method is deemed most appropriate by the investment adviser. Short-term securities purchased within 60 days to maturity are valued at amortized cost, which approximates fair value. The value of short-term securities originally purchased with maturities greater than 60 days is determined based on an amortized value to par when they reach 60 days or less remaining to maturity.
Securities and other assets for which representative market quotations are not readily available or are considered unreliable by the investment adviser are fair valued as determined in good faith under guidelines adopted by authority of the Fund’s board of directors. Various inputs may be reviewed in order to make a good faith determination of a security’s fair value. These inputs include, but are not limited to, the type and cost of the security; contractual or legal restrictions on resale of the security; relevant financial or business developments of the issuer; actively traded similar or related securities; conversion or exchange rights on the security; related corporate actions; significant events occurring after the close of trading in the security; and changes in overall market conditions. Fair valuations and valuations of investments that are not actively trading involve judgment and may differ materially from valuations that would have been used had greater market activity occurred.
Classifications —
The Fund classifies its assets and liabilities into three levels based on the inputs used to value the assets or liabilities. Level 1 values are based on quoted prices in active markets for identical securities. Level 2 values are based on significant observable market inputs, such as quoted prices for similar securities and quoted prices in inactive markets. Level 3 values are based on significant unobservable inputs that reflect the Fund’s determination of assumptions that market participants might reasonably use in valuing the securities. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. For example, U.S. government securities are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.
The following table presents the Fund’s valuation levels as of April 30, 2010 (dollars in thousands):
Investment securities:
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Common stocks:
|
|
|
|
|
|
|
|
|
|
Energy
|
|
$
|
6,778,127
|
|
$
|
—
|
|
$
|
—
|
|
$
|
6,778,127
|
|
Materials
|
|
|
1,582,233
|
|
|
—
|
|
|
—
|
|
|
1,582,233
|
|
Industrials
|
|
|
8,721,284
|
|
|
—
|
|
|
—
|
|
|
8,721,284
|
|
Consumer discretionary
|
|
|
4,682,133
|
|
|
—
|
|
|
—
|
|
|
4,682,133
|
|
Consumer staples
|
|
|
4,151,457
|
|
|
—
|
|
|
—
|
|
|
4,151,457
|
|
Health care
|
|
|
6,476,123
|
|
|
—
|
|
|
—
|
|
|
6,476,123
|
|
Financials
|
|
|
4,341,608
|
|
|
—
|
|
|
—
|
|
|
4,341,608
|
|
Information technology
|
|
|
3,923,599
|
|
|
—
|
|
|
—
|
|
|
3,923,599
|
|
Telecommunication services
|
|
|
3,257,528
|
|
|
—
|
|
|
—
|
|
|
3,257,528
|
|
Utilities
|
|
|
4,921,603
|
|
|
—
|
|
|
—
|
|
|
4,921,603
|
|
Miscellaneous
|
|
|
1,003,092
|
|
|
—
|
|
|
—
|
|
|
1,003,092
|
|
Short-term securities
|
|
|
—
|
|
|
1,107,932
|
|
|
—
|
|
|
1,107,932
|
|
Total
|
|
$
|
49,838,787
|
|
$
|
1,107,932
|
|
$
|
—
|
|
$
|
50,946,719
|
|
Investing in the Fund may involve certain risks including, but not limited to, those described below.
The prices of, and the income generated by, the common stocks and other securities held by the Fund may decline in response to certain events taking place around the world, including those directly involving the issuers whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate and commodity price fluctuations.
5. Taxation and distributions
|
Federal income taxation —
The Fund complies with the requirements under Subchapter M of the Internal Revenue Code applicable to mutual funds and intends to distribute substantially all of its net taxable income and net capital gains each year. The Fund is not subject to income taxes to the extent such distributions are made. Therefore, no federal income tax provision is required.
As of and during the period ended April 30, 2010, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statement of operations. During the period, the Fund did not incur any interest or penalties.
The Fund is not subject to examination by U.S. federal tax authorities or state tax authorities for tax years before 2006.
Non-U.S. taxation —
Dividend income is recorded net of non-U.S. taxes paid.
Distributions —
Distributions paid to shareholders are based on net investment income and net realized gains determined on a tax basis, which may differ from net investment income and net realized gains for financial reporting purposes. These differences are due primarily to different treatment for items such as short-term capital gains and losses; capital losses related to sales of certain securities within 30 days of purchase; and cost of investments sold. 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.
During the year ended April 30, 2010, the Fund reclassified $436,000 from undistributed net investment income to capital paid in on shares of capital stock and $5,000 from accumulated net realized loss to undistributed net investment income to align financial reporting with tax reporting.
As of April 30, 2010, the tax basis components of distributable earnings, unrealized appreciation (depreciation) and cost of investment securities were as follows:
|
(dollars in thousands)
|
Undistributed ordinary income
|
$ 302,725
|
Capital loss carryforwards*:
Expiring 2017
|
$(2,944,294
)
|
|
Expiring 2018
|
(3,493,853)
|
(6,438,147)
|
Gross unrealized appreciation on investment securities
|
10,334,419
|
Gross unrealized depreciation on investment securities
|
(1,641,100)
|
Net unrealized appreciation on investment securities
|
8,693,319
|
Cost of investment securities
|
42,253,400
|
*
The capital loss carryforwards will be used to offset any capital gains realized by the Fund in future years through the expiration dates. The Fund will not make distributions from capital gains while capital loss carryforwards remain.
|
The tax character of distributions paid to shareholders was as follows (dollars in thousands):
|
Year ended April 30, 2010
|
|
Year ended April 30, 2009
|
Share class
|
Ordinary income
|
|
Long-term
capital gains
|
|
Total
distributions paid
|
|
Ordinary income
|
|
Long-term
capital gains
|
|
Total
distributions paid
|
Class A
|
$1,087,747
|
|
$—
|
|
$1,087,747
|
|
$1,297,249
|
|
$870,934
|
|
$2,168,183
|
Class B
|
30,048
|
|
—
|
|
30,048
|
|
41,064
|
|
37,205
|
|
78,269
|
Class C
|
37,528
|
|
—
|
|
37,528
|
|
45,521
|
|
42,136
|
|
87,657
|
Class F-1
|
48,281
|
|
—
|
|
48,281
|
|
61,223
|
|
40,201
|
|
101,424
|
Class F-2*
|
11,112
|
|
—
|
|
11,112
|
|
2,328
|
|
2,274
|
|
4,602
|
Class 529-A
|
23,609
|
|
—
|
|
23,609
|
|
24,494
|
|
17,169
|
|
41,663
|
Class 529-B
|
2,911
|
|
—
|
|
2,911
|
|
3,214
|
|
3,124
|
|
6,338
|
Class 529-C
|
5,438
|
|
—
|
|
5,438
|
|
5,743
|
|
5,563
|
|
11,306
|
Class 529-E
|
1,231
|
|
—
|
|
1,231
|
|
1,245
|
|
971
|
|
2,216
|
Class 529-F-1
|
1,318
|
|
—
|
|
1,318
|
|
1,255
|
|
819
|
|
2,074
|
Class R-1
|
1,209
|
|
—
|
|
1,209
|
|
1,145
|
|
1,062
|
|
2,207
|
Class R-2
|
13,491
|
|
—
|
|
13,491
|
|
13,966
|
|
13,255
|
|
27,221
|
Class R-3
|
30,591
|
|
—
|
|
30,591
|
|
33,432
|
|
24,518
|
|
57,950
|
Class R-4
|
30,825
|
|
—
|
|
30,825
|
|
26,156
|
|
17,866
|
|
44,022
|
Class R-5
|
25,387
|
|
—
|
|
25,387
|
|
38,814
|
|
24,769
|
|
63,583
|
Class R-6
†
|
17,214
|
|
—
|
|
17,214
|
|
—
|
|
—
|
|
—
|
Total
|
$1,367,940
|
|
$—
|
|
$1,367,940
|
|
$1,596,849
|
|
$1,101,866
|
|
$2,698,715
|
*
Class F-2 was offered beginning August 1, 2008.
†
Class R-6 was offered beginning May 1, 2009.
|
6. Fees and transactions with related parties
|
Business management services —
The Fund has a Business Management Agreement with Washington Management Corporation (WMC). Under this agreement, WMC provides services necessary to carry on the Fund’s general administrative and corporate affairs. These services encompass matters relating to general corporate governance, regulatory compliance and monitoring of the Fund’s contractual service providers, including custodian operations, shareholder services and Fund share distribution functions. Under the agreement, all expenses chargeable to the Class A shares of the Fund, including compensation to the business manager, shall not exceed 1% of the Class A average net assets of the Fund on an annual basis. The agreement provides for monthly fees, accrued daily, based on a series of decreasing annual rates beginning with 0.175% on the first $3 billion of daily net assets and decreasing to 0.030% on such assets in excess of $77 billion. For the year ended April 30, 2010, the business management services fee was $43,565,000, which was equivalent to an annualized rate of 0.09% of average daily net assets. During the year ended April 30, 2010, WMC paid the Fund’s investment adviser $2,072,000 for performing various fund accounting services for the Fund and for The American Funds Tax-Exempt Series I, another registered investment company for which WMC serves as business manager. Johnston, Lemon & Co. Incorporated (JLC), a wholly owned subsidiary of The Johnston-Lemon Group, Incorporated (parent company of WMC), earned $359,000 on its retail sales of shares, including payments under the distribution plans of the Fund. JLC received no brokerage commissions resulting from the purchases and sales of securities for the investment account of the Fund.
Investment advisory services —
Capital Research and Management Company (CRMC), the Fund’s investment adviser, is the parent company of American Funds Distributors,
¨
Inc. (AFD), the principal underwriter of the Fund’s shares, and American Funds Service Company
¨
(AFS), the Fund’s transfer agent. The Investment Advisory Agreement with CRMC provides for monthly fees accrued daily. These fees are based on a series of decreasing annual rates beginning with 0.225% on the first $3 billion of daily net assets and decreasing to 0.177% on such assets in excess of $89 billion. For the year ended April 30, 2010, the investment advisory services fee was $95,872,000, which was equivalent to an annualized rate of 0.198% of average daily net assets.
Class-specific fees and expenses —
Expenses that are specific to individual share classes are accrued directly to the respective share class. The principal class-specific fees and expenses are described below:
Distribution services —
The Fund has adopted plans of distribution for all share classes, except Classes F-2, R-5 and R-6. Under the plans, the board of directors approves certain categories of expenses that are used to finance activities primarily intended to sell Fund shares and service existing accounts. The plans provide for payments, based on an annualized percentage of average daily net assets, ranging from 0.25% to 1.00% as noted on the following page. In some cases, the board of directors has limited the amounts that may be paid to less than the maximum allowed by the plans. All share classes with a plan may use up to 0.25% of average daily net assets to pay service fees, or to compensate AFD for paying service fees, to firms that have entered into agreements with AFD to provide certain shareholder services. The remaining amounts available to be paid under each plan are paid to dealers to compensate them for their sales activities.
For Classes A and 529-A, the board of directors has also approved the reimbursement of dealer and wholesaler commissions paid by AFD for certain shares sold without a sales charge. These classes reimburse AFD for amounts billed within the prior 15 months but only to the extent that the overall annual expense limit of 0.25% is not exceeded. As of April 30, 2010, there were no unreimbursed expenses subject to reimbursement for Classes A or 529-A.
Share class
|
Currently approved limits
|
Plan limits
|
Class A
|
0.25%
|
0.25%
|
Class 529-A
|
0.25
|
0.50
|
Classes B and 529-B
|
1.00
|
1.00
|
Classes C, 529-C and R-1
|
1.00
|
1.00
|
Class R-2
|
0.75
|
1.00
|
Classes 529-E and R-3
|
0.50
|
0.75
|
Classes F-1, 529-F-1 and R-4
|
0.25
|
0.50
|
Transfer agent services —
The Fund has a transfer agent agreement with AFS for Classes A and B. Under this agreement, these share classes compensate AFS for transfer agent services including shareholder recordkeeping, communications and transaction processing. AFS is also compensated for certain transfer agent services provided to all other share classes from the administrative services fees paid to CRMC as described below.
Administrative services —
The Fund has an administrative services agreement with CRMC to provide transfer agent and other related shareholder services for all share classes other than Classes A and B. Each relevant share class pays CRMC annual fees up to 0.15% (0.10% for Class R-5 and 0.05% for Class R-6) based on its respective average daily net assets. Each relevant share class also pays AFS additional amounts for certain transfer agent services. CRMC and AFS may use these fees to compensate third parties for performing these services. Each 529 share class is subject to an additional administrative services fee payable to the Commonwealth of Virginia for the maintenance of the 529 college savings plan. The quarterly fee is based on a series of decreasing annual rates beginning with 0.10% on the first $30 billion of the net assets invested in Class 529 shares of the American Funds and decreasing to 0.06% on such assets between $120 billion and $150 billion. The fee for any given calendar quarter is accrued and calculated on the basis of the average net assets of Class 529 shares of the American Funds for the last month of the prior calendar quarter. Although these amounts are included with administrative services fees on the accompanying financial statements, the Commonwealth of Virginia is not considered a related party.
Expenses under the agreements described above for the year ended April 30, 2010, were as follows (dollars in thousands):
|
|
|
|
|
Administrative services
|
Share class
|
Distribution
services
|
|
Transfer agent
services
|
|
CRMC administrative services
|
|
Transfer agent
services
|
|
Commonwealth of Virginia administrative services
|
Class A
|
$ 87,873
|
|
$52,443
|
|
Not applicable
|
|
Not applicable
|
|
Not applicable
|
Class B
|
13,864
|
|
1,884
|
|
Not applicable
|
|
Not applicable
|
|
Not applicable
|
Class C
|
17,608
|
|
|
|
$ 2,617
|
|
$ 442
|
|
Not applicable
|
Class F-1
|
4,038
|
|
|
|
2,315
|
|
183
|
|
Not applicable
|
Class F-2
|
Not applicable
|
|
|
|
440
|
|
23
|
|
Not applicable
|
Class 529-A
|
1,794
|
|
|
|
882
|
|
160
|
|
$ 834
|
Class 529-B
|
1,408
|
|
|
|
150
|
|
48
|
|
141
|
Class 529-C
|
2,605
|
|
Included in
|
|
278
|
|
80
|
|
263
|
Class 529-E
|
239
|
|
administrative
|
|
51
|
|
9
|
|
48
|
Class 529-F-1
|
—
|
|
services
|
|
46
|
|
8
|
|
43
|
Class R-1
|
556
|
|
|
|
69
|
|
23
|
|
Not applicable
|
Class R-2
|
4,780
|
|
|
|
940
|
|
1,936
|
|
Not applicable
|
Class R-3
|
5,907
|
|
|
|
1,738
|
|
764
|
|
Not applicable
|
Class R-4
|
2,630
|
|
|
|
1,518
|
|
32
|
|
Not applicable
|
Class R-5
|
Not applicable
|
|
|
|
784
|
|
12
|
|
Not applicable
|
Class R-6*
|
Not applicable
|
|
|
|
273
|
|
1
|
|
Not applicable
|
Total
|
$143,302
|
|
$54,327
|
|
$12,101
|
|
$3,721
|
|
$1,329
|
*
Class R-6 was offered beginning May 1, 2009.
|
Directors’ and advisory board’s deferred compensation —
Since the adoption of the deferred compensation plan in 1994, independent directors and advisory board members may elect to defer the cash payment of part or all of their compensation. These deferred amounts, which remain as liabilities of the Fund, are treated as if invested in shares of the Fund or other American Funds. These amounts represent general, unsecured liabilities of the Fund and vary according to the total returns of the selected funds. Directors’ and advisory board’s compensation of $2,140,000, shown on the accompanying financial statements, includes $1,554,000 in current fees (either paid in cash or deferred) and a net increase of $586,000 in the value of the deferred amounts.
Affiliated officers and directors —
All officers and all interested directors of the Fund are affiliated with WMC. Officers and interested directors
do not receive compensation directly from the Fund.
7. Capital share transactions
|
Capital share transactions in the Fund were as follows (dollars and shares in thousands):
|
Sales
1
|
|
Reinvestments of
dividends and distributions
|
|
Repurchases
1
|
|
Net (decrease) increase
|
Share class
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
Year ended
April 30, 2010
|
Class A
|
$2,486,219
|
|
106,597
|
|
$1,024,913
|
|
44,448
|
|
$(8,038,118)
|
|
(345,221)
|
|
$(4,526,986)
|
|
(194,176)
|
Class B
|
16,401
|
|
710
|
|
28,940
|
|
1,272
|
|
(557,876)
|
|
(23,895)
|
|
(512,535)
|
|
(21,913)
|
Class C
|
140,939
|
|
6,067
|
|
34,660
|
|
1,524
|
|
(421,724)
|
|
(18,262)
|
|
(246,125)
|
|
(10,671)
|
Class F-1
|
414,949
|
|
18,079
|
|
44,048
|
|
1,914
|
|
(635,809)
|
|
(27,514)
|
|
(176,812)
|
|
(7,521)
|
Class F-2
|
329,604
|
|
14,828
|
|
7,742
|
|
335
|
|
(145,891)
|
|
(6,474)
|
|
191,455
|
|
8,689
|
Class 529-A
|
103,987
|
|
4,425
|
|
23,602
|
|
1,022
|
|
(120,413)
|
|
(5,156)
|
|
7,176
|
|
291
|
Class 529-B
|
2,213
|
|
96
|
|
2,910
|
|
127
|
|
(23,459)
|
|
(990)
|
|
(18,336)
|
|
(767)
|
Class 529-C
|
32,742
|
|
1,413
|
|
5,434
|
|
237
|
|
(44,944)
|
|
(1,938)
|
|
(6,768)
|
|
(288)
|
Class 529-E
|
6,479
|
|
279
|
|
1,230
|
|
54
|
|
(8,345)
|
|
(356)
|
|
(636)
|
|
(23)
|
Class 529-F-1
|
13,323
|
|
566
|
|
1,318
|
|
57
|
|
(9,564)
|
|
(411)
|
|
5,077
|
|
212
|
Class R-1
|
20,780
|
|
901
|
|
1,203
|
|
52
|
|
(13,796)
|
|
(596)
|
|
8,187
|
|
357
|
Class R-2
|
151,347
|
|
6,570
|
|
13,441
|
|
589
|
|
(184,408)
|
|
(7,957)
|
|
(19,620)
|
|
(798)
|
Class R-3
|
284,344
|
|
12,266
|
|
30,382
|
|
1,324
|
|
(351,198)
|
|
(15,007)
|
|
(36,472)
|
|
(1,417)
|
Class R-4
|
437,215
|
|
19,673
|
|
30,780
|
|
1,341
|
|
(402,058)
|
|
(17,087)
|
|
65,937
|
|
3,927
|
Class R-5
|
394,213
|
|
17,200
|
|
25,304
|
|
1,093
|
|
(893,179)
|
|
(41,701)
|
|
(473,662)
|
|
(23,408)
|
Class R-6
2
|
698,432
|
|
32,285
|
|
17,062
|
|
725
|
|
(44,500)
|
|
(1,804)
|
|
670,994
|
|
31,206
|
Total net increase
(decrease)
|
$5,533,187
|
|
241,955
|
|
$1,292,969
|
|
56,114
|
|
$(11,895,282)
|
|
(514,369)
|
|
$(5,069,126)
|
|
(216,300)
|
Year ended
April 30, 2009
|
Class A
|
$4,200,504
|
|
180,201
|
|
$2,058,558
|
|
91,881
|
|
$(10,541,874)
|
|
(458,944)
|
|
$(4,282,812)
|
|
(186,862)
|
Class B
|
92,539
|
|
4,019
|
|
75,383
|
|
3,435
|
|
(531,235)
|
|
(22,802)
|
|
(363,313)
|
|
(15,348)
|
Class C
|
244,752
|
|
10,579
|
|
83,430
|
|
3,822
|
|
(605,517)
|
|
(26,386)
|
|
(277,335)
|
|
(11,985)
|
Class F-1
|
578,188
|
|
24,356
|
|
90,468
|
|
4,030
|
|
(1,023,594)
|
|
(44,713)
|
|
(354,938)
|
|
(16,327)
|
Class F-2
3
|
240,487
|
|
10,436
|
|
3,918
|
|
194
|
|
(68,292)
|
|
(3,225)
|
|
176,113
|
|
7,405
|
Class 529-A
|
107,569
|
|
4,506
|
|
41,655
|
|
1,877
|
|
(108,292)
|
|
(4,685)
|
|
40,932
|
|
1,698
|
Class 529-B
|
11,096
|
|
464
|
|
6,335
|
|
291
|
|
(18,358)
|
|
(792)
|
|
(927)
|
|
(37)
|
Class 529-C
|
36,622
|
|
1,551
|
|
11,300
|
|
520
|
|
(45,606)
|
|
(1,951)
|
|
2,316
|
|
120
|
Class 529-E
|
7,947
|
|
341
|
|
2,215
|
|
101
|
|
(5,958)
|
|
(264)
|
|
4,204
|
|
178
|
Class 529-F-1
|
8,609
|
|
362
|
|
2,074
|
|
94
|
|
(8,049)
|
|
(328)
|
|
2,634
|
|
128
|
Class R-1
|
18,248
|
|
765
|
|
2,194
|
|
101
|
|
(17,362)
|
|
(734)
|
|
3,080
|
|
132
|
Class R-2
|
187,302
|
|
8,071
|
|
27,194
|
|
1,251
|
|
(205,867)
|
|
(8,737)
|
|
8,629
|
|
585
|
Class R-3
|
306,695
|
|
13,036
|
|
57,913
|
|
2,611
|
|
(552,239)
|
|
(21,903)
|
|
(187,631)
|
|
(6,256)
|
Class R-4
|
330,062
|
|
14,278
|
|
43,973
|
|
1,989
|
|
(287,409)
|
|
(12,009)
|
|
86,626
|
|
4,258
|
Class R-5
|
650,276
|
|
26,249
|
|
62,999
|
|
2,850
|
|
(332,172)
|
|
(13,420)
|
|
381,103
|
|
15,679
|
Total net increase
(decrease)
|
$7,020,896
|
|
299,214
|
|
$2,569,609
|
|
115,047
|
|
$(14,351,824)
|
|
(620,893)
|
|
$(4,761,319)
|
|
(206,632)
|
1
Includes exchanges between share classes of the Fund.
2
Class R-6 was offered beginning May 1, 2009.
3
Class F-2 was offered beginning August 1, 2008.
|
|
|
|
|
|
|
|
|
|
|
8. Investment transactions
|
The Fund made purchases and sales of investment securities, excluding short-term securities and U.S. government obligations, if any, of $10,616,729,000 and $15,681,714,000, respectively, during the year ended April 30, 2010.
Financial highlights
1
|
|
Income (loss) from investment operations
2
|
|
Dividends and distributions
|
|
|
|
|
|
|
|
Net asset
value,
beginning
of period
|
Net
investment
income
|
Net gains
(losses) on
securities
(both realized
and
unrealized)
|
Total from
investment
operations
|
|
Dividends
(from net
investment
income)
|
Distributions
(from capital
gains)
|
Total
dividends
and
distributions
|
Net asset
value, end
of period
|
Total
return
3,4
|
Net assets,
end of
period
(in millions)
|
Ratio of
expenses to
average net
assets before
reimbursements/
waivers
|
Ratio of
expenses to
average net
assets after
reimbursements/
waivers
4
|
Ratio of net income to average
net assets
4
|
Class A:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
$19.81
|
$.65
|
$ 6.06
|
$ 6.71
|
|
$(.68)
|
$ —
|
$ (.68)
|
$25.84
|
34.29%
|
$39,349
|
.70%
|
.70%
|
2.80%
|
Year ended 4/30/2009
|
31.92
|
.64
|
(11.53)
|
(10.89)
|
|
(.72)
|
(.50)
|
(1.22)
|
19.81
|
(34.50)
|
34,012
|
.67
|
.65
|
2.60
|
Year ended 4/30/2008
|
36.55
|
.71
|
(2.68)
|
(1.97)
|
|
(.72)
|
(1.94)
|
(2.66)
|
31.92
|
(5.78)
|
60,782
|
.60
|
.58
|
2.02
|
Year ended 4/30/2007
|
32.66
|
.68
|
4.71
|
5.39
|
|
(.66)
|
(.84)
|
(1.50)
|
36.55
|
16.85
|
70,811
|
.60
|
.57
|
2.00
|
Year ended 4/30/2006
|
29.85
|
.66
|
3.20
|
3.86
|
|
(.62)
|
(.43)
|
(1.05)
|
32.66
|
13.11
|
64,202
|
.60
|
.57
|
2.13
|
Class B:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.67
|
.48
|
6.01
|
6.49
|
|
(.50)
|
—
|
(.50)
|
25.66
|
33.31
|
1,249
|
1.46
|
1.46
|
2.07
|
Year ended 4/30/2009
|
31.71
|
.45
|
(11.46)
|
(11.01)
|
|
(.53)
|
(.50)
|
(1.03)
|
19.67
|
(35.01)
|
1,389
|
1.42
|
1.40
|
1.85
|
Year ended 4/30/2008
|
36.33
|
.44
|
(2.67)
|
(2.23)
|
|
(.45)
|
(1.94)
|
(2.39)
|
31.71
|
(6.51)
|
2,726
|
1.36
|
1.33
|
1.27
|
Year ended 4/30/2007
|
32.47
|
.42
|
4.69
|
5.11
|
|
(.41)
|
(.84)
|
(1.25)
|
36.33
|
15.98
|
3,296
|
1.36
|
1.33
|
1.24
|
Year ended 4/30/2006
|
29.69
|
.42
|
3.17
|
3.59
|
|
(.38)
|
(.43)
|
(.81)
|
32.47
|
12.24
|
3,053
|
1.37
|
1.34
|
1.37
|
Class C:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.63
|
.46
|
6.00
|
6.46
|
|
(.49)
|
—
|
(.49)
|
25.60
|
33.23
|
1,830
|
1.50
|
1.50
|
2.00
|
Year ended 4/30/2009
|
31.65
|
.44
|
(11.44)
|
(11.00)
|
|
(.52)
|
(.50)
|
(1.02)
|
19.63
|
(35.04)
|
1,613
|
1.47
|
1.44
|
1.80
|
Year ended 4/30/2008
|
36.26
|
.42
|
(2.66)
|
(2.24)
|
|
(.43)
|
(1.94)
|
(2.37)
|
31.65
|
(6.54)
|
2,979
|
1.41
|
1.38
|
1.22
|
Year ended 4/30/2007
|
32.41
|
.39
|
4.68
|
5.07
|
|
(.38)
|
(.84)
|
(1.22)
|
36.26
|
15.91
|
3,481
|
1.42
|
1.40
|
1.17
|
Year ended 4/30/2006
|
29.64
|
.40
|
3.16
|
3.56
|
|
(.36)
|
(.43)
|
(.79)
|
32.41
|
12.15
|
3,113
|
1.43
|
1.41
|
1.30
|
Class F-1:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.76
|
.64
|
6.04
|
6.68
|
|
(.67)
|
—
|
(.67)
|
25.77
|
34.26
|
1,770
|
.71
|
.71
|
2.78
|
Year ended 4/30/2009
|
31.85
|
.64
|
(11.51)
|
(10.87)
|
|
(.72)
|
(.50)
|
(1.22)
|
19.76
|
(34.52)
|
1,506
|
.67
|
.65
|
2.59
|
Year ended 4/30/2008
|
36.48
|
.70
|
(2.68)
|
(1.98)
|
|
(.71)
|
(1.94)
|
(2.65)
|
31.85
|
(5.82)
|
2,947
|
.63
|
.61
|
1.99
|
Year ended 4/30/2007
|
32.60
|
.67
|
4.70
|
5.37
|
|
(.65)
|
(.84)
|
(1.49)
|
36.48
|
16.83
|
3,179
|
.62
|
.59
|
1.97
|
Year ended 4/30/2006
|
29.80
|
.65
|
3.19
|
3.84
|
|
(.61)
|
(.43)
|
(1.04)
|
32.60
|
13.06
|
2,646
|
.63
|
.61
|
2.10
|
Class F-2:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.81
|
.68
|
6.09
|
6.77
|
|
(.74)
|
—
|
(.74)
|
25.84
|
34.65
|
416
|
.46
|
.46
|
2.91
|
Period from 8/5/2008
to 4/30/2009
|
29.64
|
.46
|
(9.22)
|
(8.76)
|
|
(.57)
|
(.50)
|
(1.07)
|
19.81
|
(29.77)
|
147
|
.44
5
|
.43
5
|
3.10
5
|
Class 529-A:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.78
|
.63
|
6.05
|
6.68
|
|
(.66)
|
—
|
(.66)
|
25.80
|
34.20
|
932
|
.76
|
.76
|
2.71
|
Year ended 4/30/2009
|
31.89
|
.62
|
(11.52)
|
(10.90)
|
|
(.71)
|
(.50)
|
(1.21)
|
19.78
|
(34.57)
|
709
|
.73
|
.71
|
2.55
|
Year ended 4/30/2008
|
36.51
|
.67
|
(2.66)
|
(1.99)
|
|
(.69)
|
(1.94)
|
(2.63)
|
31.89
|
(5.85)
|
1,089
|
.69
|
.66
|
1.93
|
Year ended 4/30/2007
|
32.63
|
.65
|
4.71
|
5.36
|
|
(.64)
|
(.84)
|
(1.48)
|
36.51
|
16.75
|
1,094
|
.67
|
.65
|
1.91
|
Year ended 4/30/2006
|
29.83
|
.64
|
3.19
|
3.83
|
|
(.60)
|
(.43)
|
(1.03)
|
32.63
|
13.01
|
833
|
.68
|
.65
|
2.05
|
Class 529-B:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.69
|
.45
|
6.02
|
6.47
|
|
(.48)
|
—
|
(.48)
|
25.68
|
33.15
|
145
|
1.56
|
1.56
|
1.93
|
Year ended 4/30/2009
|
31.74
|
.42
|
(11.47)
|
(11.05)
|
|
(.50)
|
(.50)
|
(1.00)
|
19.69
|
(35.08)
|
126
|
1.53
|
1.51
|
1.74
|
Year ended 4/30/2008
|
36.36
|
.39
|
(2.66)
|
(2.27)
|
|
(.41)
|
(1.94)
|
(2.35)
|
31.74
|
(6.62)
|
204
|
1.49
|
1.46
|
1.13
|
Year ended 4/30/2007
|
32.50
|
.38
|
4.68
|
5.06
|
|
(.36)
|
(.84)
|
(1.20)
|
36.36
|
15.82
|
218
|
1.48
|
1.46
|
1.11
|
Year ended 4/30/2006
|
29.72
|
.38
|
3.17
|
3.55
|
|
(.34)
|
(.43)
|
(.77)
|
32.50
|
12.07
|
180
|
1.51
|
1.48
|
1.22
|
Class 529-C:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.68
|
.45
|
6.02
|
6.47
|
|
(.48)
|
—
|
(.48)
|
25.67
|
33.19
|
288
|
1.55
|
1.55
|
1.93
|
Year ended 4/30/2009
|
31.73
|
.43
|
(11.47)
|
(11.04)
|
|
(.51)
|
(.50)
|
(1.01)
|
19.68
|
(35.08)
|
226
|
1.52
|
1.50
|
1.75
|
Year ended 4/30/2008
|
36.35
|
.39
|
(2.66)
|
(2.27)
|
|
(.41)
|
(1.94)
|
(2.35)
|
31.73
|
(6.62)
|
361
|
1.49
|
1.46
|
1.13
|
Year ended 4/30/2007
|
32.49
|
.38
|
4.69
|
5.07
|
|
(.37)
|
(.84)
|
(1.21)
|
36.35
|
15.84
|
374
|
1.48
|
1.45
|
1.11
|
Year ended 4/30/2006
|
29.71
|
.38
|
3.18
|
3.56
|
|
(.35)
|
(.43)
|
(.78)
|
32.49
|
12.10
|
295
|
1.50
|
1.47
|
1.23
|
Class 529-E:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.71
|
.56
|
6.03
|
6.59
|
|
(.60)
|
—
|
(.60)
|
25.70
|
33.80
|
53
|
1.05
|
1.05
|
2.43
|
Year ended 4/30/2009
|
31.77
|
.55
|
(11.48)
|
(10.93)
|
|
(.63)
|
(.50)
|
(1.13)
|
19.71
|
(34.74)
|
41
|
1.02
|
1.00
|
2.26
|
Year ended 4/30/2008
|
36.39
|
.57
|
(2.66)
|
(2.09)
|
|
(.59)
|
(1.94)
|
(2.53)
|
31.77
|
(6.14)
|
60
|
.98
|
.95
|
1.64
|
Year ended 4/30/2007
|
32.52
|
.55
|
4.70
|
5.25
|
|
(.54)
|
(.84)
|
(1.38)
|
36.39
|
16.44
|
61
|
.97
|
.94
|
1.62
|
Year ended 4/30/2006
|
29.74
|
.54
|
3.17
|
3.71
|
|
(.50)
|
(.43)
|
(.93)
|
32.52
|
12.64
|
46
|
.98
|
.96
|
1.74
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from investment operations
2
|
|
Dividends and distributions
|
|
|
|
|
|
|
|
Net asset
value,
beginning
of period
|
Net
investment
income
|
Net gains (losses) on
securities
(both realized
and
unrealized)
|
Total from
investment
operations
|
|
Dividends
(from net
investment
income)
|
Distributions
(from capital
gains)
|
Total
dividends
and
distributions
|
Net asset
value, end
of period
|
Total
return
4
|
Net assets,
end of
period
(in millions)
|
Ratio of
expenses to
average net
assets before
reimbursements/
waivers
|
Ratio of
expenses to
average net
assets after
reimbursements/
waivers
4
|
Ratio of net income to average
net assets
4
|
Class 529-F-1:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
$19.76
|
$.68
|
$ 6.04
|
$ 6.72
|
|
$(.71)
|
$ —
|
$ (.71)
|
$25.77
|
34.48%
|
$ 51
|
.55%
|
.55%
|
2.91%
|
Year ended 4/30/2009
|
31.85
|
.67
|
(11.50)
|
(10.83)
|
|
(.76)
|
(.50)
|
(1.26)
|
19.76
|
(34.41)
|
35
|
.52
|
.50
|
2.77
|
Year ended 4/30/2008
|
36.47
|
.74
|
(2.66)
|
(1.92)
|
|
(.76)
|
(1.94)
|
(2.70)
|
31.85
|
(5.65)
|
52
|
.48
|
.45
|
2.14
|
Year ended 4/30/2007
|
32.59
|
.72
|
4.70
|
5.42
|
|
(.70)
|
(.84)
|
(1.54)
|
36.47
|
17.01
|
47
|
.47
|
.44
|
2.11
|
Year ended 4/30/2006
|
29.79
|
.70
|
3.18
|
3.88
|
|
(.65)
|
(.43)
|
(1.08)
|
32.59
|
13.20
|
32
|
.49
|
.46
|
2.24
|
Class R-1:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.68
|
.46
|
6.01
|
6.47
|
|
(.50)
|
—
|
(.50)
|
25.65
|
33.21
|
67
|
1.47
|
1.47
|
1.98
|
Year ended 4/30/2009
|
31.72
|
.45
|
(11.46)
|
(11.01)
|
|
(.53)
|
(.50)
|
(1.03)
|
19.68
|
(34.99)
|
44
|
1.43
|
1.41
|
1.85
|
Year ended 4/30/2008
|
36.33
|
.42
|
(2.66)
|
(2.24)
|
|
(.43)
|
(1.94)
|
(2.37)
|
31.72
|
(6.55)
|
67
|
1.42
|
1.40
|
1.20
|
Year ended 4/30/2007
|
32.48
|
.39
|
4.68
|
5.07
|
|
(.38)
|
(.84)
|
(1.22)
|
36.33
|
15.86
|
69
|
1.43
|
1.41
|
1.15
|
Year ended 4/30/2006
|
29.71
|
.39
|
3.17
|
3.56
|
|
(.36)
|
(.43)
|
(.79)
|
32.48
|
12.10
|
47
|
1.47
|
1.44
|
1.26
|
Class R-2:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.62
|
.45
|
6.01
|
6.46
|
|
(.49)
|
—
|
(.49)
|
25.59
|
33.23
|
694
|
1.52
|
1.52
|
1.96
|
Year ended 4/30/2009
|
31.64
|
.43
|
(11.44)
|
(11.01)
|
|
(.51)
|
(.50)
|
(1.01)
|
19.62
|
(35.07)
|
548
|
1.50
|
1.48
|
1.77
|
Year ended 4/30/2008
|
36.25
|
.41
|
(2.66)
|
(2.25)
|
|
(.42)
|
(1.94)
|
(2.36)
|
31.64
|
(6.57)
|
865
|
1.44
|
1.41
|
1.19
|
Year ended 4/30/2007
|
32.40
|
.39
|
4.68
|
5.07
|
|
(.38)
|
(.84)
|
(1.22)
|
36.25
|
15.91
|
985
|
1.47
|
1.41
|
1.15
|
Year ended 4/30/2006
|
29.64
|
.40
|
3.16
|
3.56
|
|
(.37)
|
(.43)
|
(.80)
|
32.40
|
12.13
|
812
|
1.53
|
1.41
|
1.29
|
Class R-3:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.70
|
.57
|
6.02
|
6.59
|
|
(.60)
|
—
|
(.60)
|
25.69
|
33.85
|
1,280
|
1.03
|
1.03
|
2.45
|
Year ended 4/30/2009
|
31.76
|
.56
|
(11.48)
|
(10.92)
|
|
(.64)
|
(.50)
|
(1.14)
|
19.70
|
(34.72)
|
1,010
|
.97
|
.95
|
2.29
|
Year ended 4/30/2008
|
36.38
|
.58
|
(2.67)
|
(2.09)
|
|
(.59)
|
(1.94)
|
(2.53)
|
31.76
|
(6.13)
|
1,827
|
.95
|
.93
|
1.67
|
Year ended 4/30/2007
|
32.51
|
.55
|
4.70
|
5.25
|
|
(.54)
|
(.84)
|
(1.38)
|
36.38
|
16.45
|
2,199
|
.96
|
.93
|
1.63
|
Year ended 4/30/2006
|
29.73
|
.54
|
3.18
|
3.72
|
|
(.51)
|
(.43)
|
(.94)
|
32.51
|
12.68
|
1,878
|
.97
|
.94
|
1.75
|
Class R-4:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.75
|
.64
|
6.04
|
6.68
|
|
(.67)
|
—
|
(.67)
|
25.76
|
34.29
|
1,121
|
.72
|
.72
|
2.75
|
Year ended 4/30/2009
|
31.83
|
.63
|
(11.50)
|
(10.87)
|
|
(.71)
|
(.50)
|
(1.21)
|
19.75
|
(34.52)
|
782
|
.69
|
.67
|
2.59
|
Year ended 4/30/2008
|
36.46
|
.68
|
(2.68)
|
(2.00)
|
|
(.69)
|
(1.94)
|
(2.63)
|
31.83
|
(5.87)
|
1,125
|
.67
|
.65
|
1.95
|
Year ended 4/30/2007
|
32.57
|
.65
|
4.72
|
5.37
|
|
(.64)
|
(.84)
|
(1.48)
|
36.46
|
16.82
|
1,213
|
.67
|
.64
|
1.92
|
Year ended 4/30/2006
|
29.78
|
.64
|
3.18
|
3.82
|
|
(.60)
|
(.43)
|
(1.03)
|
32.57
|
13.00
|
1,013
|
.68
|
.65
|
2.06
|
Class R-5:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.80
|
.72
|
6.05
|
6.77
|
|
(.74)
|
—
|
(.74)
|
25.83
|
34.62
|
868
|
.42
|
.42
|
3.08
|
Year ended 4/30/2009
|
31.92
|
.70
|
(11.53)
|
(10.83)
|
|
(.79)
|
(.50)
|
(1.29)
|
19.80
|
(34.31)
|
1,129
|
.39
|
.37
|
2.91
|
Year ended 4/30/2008
|
36.55
|
.78
|
(2.67)
|
(1.89)
|
|
(.80)
|
(1.94)
|
(2.74)
|
31.92
|
(5.57)
|
1,319
|
.37
|
.35
|
2.24
|
Year ended 4/30/2007
|
32.65
|
.76
|
4.72
|
5.48
|
|
(.74)
|
(.84)
|
(1.58)
|
36.55
|
17.15
|
1,154
|
.37
|
.35
|
2.22
|
Year ended 4/30/2006
|
29.85
|
.73
|
3.19
|
3.92
|
|
(.69)
|
(.43)
|
(1.12)
|
32.65
|
13.34
|
883
|
.38
|
.35
|
2.34
|
Class R-6:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 4/30/2010
|
19.95
|
.71
|
5.93
|
6.64
|
|
(.74)
|
—
|
(.74)
|
25.85
|
33.79
|
807
|
.37
|
.37
|
3.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended April 30
|
|
|
|
|
2010
|
2009
|
2008
|
2007
|
2006
|
Portfolio turnover rate for all classes of shares
|
22%
|
39%
|
18%
|
19%
|
13%
|
1
Based on operations for the periods shown (unless otherwise noted) and, accordingly, may not be representative of a full year.
2
Based on average shares outstanding.
3
Total returns exclude any applicable sales charges, including contingent deferred sales charges.
4
This column reflects the impact, if any, of certain reimbursements/waivers from CRMC and WMC. During some of the periods shown, CRMC and WMC reduced fees for investment advisory services and business management services. In addition, during some of the periods shown, CRMC paid a portion of the Fund’s transfer agent fees for certain retirement plan share classes.
5
Annualized.
See Notes to financial statements
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Washington Mutual Investors 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 Washington Mutual Investors Fund, Inc. (the "Fund") at April 30, 2010, 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 its financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities owned at April 30, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Los Angeles, California
June 9, 2010
EXHIBIT INDEX
EXHIBIT NO.
EXHIBIT DESCRIPTION
(a)
|
Certificate of Trust and Agreement and Declaration of Trust
|
(b)
|
By-Laws
|
(d)
|
Form of Investment Advisory Agreement dated July 1, 2010
|
(e)(1)
|
Form of Principal Underwriting Agreement dated July 1, 2010
|
(e)(2)
|
Form of Selling Group Agreement effective July 1, 2010
|
(e)(3)
|
Form of Bank/Trust Company Selling Group Agreement effective July 1, 2010
|
(e)(4)
|
Form of Class F Share Participation Agreement effective July 1, 2010
|
(e)(5)
|
Form of Bank/Trust Company Participation Agreement for Class F Shares effective July 1, 2010
|
(f)
|
Bonus or Profit Sharing Contracts – Deferred Compensation Plan effective August 7, 2009
|
(g)
|
Form of Global Custody Agreement dated December 21, 2006
|
(h)(1)
|
Form of Administrative Services Agreement dated July 1, 2010
|
(h)(2)
|
Form of Shareholder Services Agreement dated July 1, 2010
|
(h)(3)
|
Form of Business Management Agreement dated July 1, 2010
|
(h)(4)
|
Form of Indemnification Agreement dated July 1, 2010
|
(h)(5)
|
Agreement and Plan of Reorganization
|
(i)
|
Legal Opinion
|
(j)
|
Consent of Independent Registered Public Accounting Firm
|
(m)(1)
|
Form of Plan of Distribution for Class A Shares. Filed herewith.
|
(m)(2)
|
Form of Plan of Distribution for Class B Shares. Filed herewith.
|
(m)(3)
|
Form of Plan of Distribution for Class C Shares. Filed herewith.
|
(m)(4)
|
Form of Plan of Distribution for Class F-1 Shares. Filed herewith.
|
(m)(5)
|
Form of Plan of Distribution for Class 529-A Shares. Filed herewith.
|
(m)(6)
|
Form of Plan of Distribution for Class 529-B Shares. Filed herewith.
|
(m)(7)
|
Form of Plan of Distribution for Class 529-C Shares. Filed herewith.
|
(m)(8)
|
Form of Plan of Distribution for Class 529-E Shares. Filed herewith.
|
(m)(9)
|
Form of Plan of Distribution for Class 529-F-1 Shares. Filed herewith.
|
(m)(10)
|
Form of Plan of Distribution for Class R-1 Shares. Filed herewith.
|
(m)(11)
|
Form of Plan of Distribution for Class R-2 Shares. Filed herewith.
|
(m)(12)
|
Form of Plan of Distribution for Class R-3 Shares. Filed herewith.
|
(m)(13)
|
Form of Plan of Distribution for Class R-4 Shares. Filed herewith.
|
(n)
|
Form of Multiple Class Plan dated July 1, 2010
|
(p)(1)
|
Code of Ethics for The Capital Group Companies dated June 2009
|
(p)(2)
|
Code of Ethics for Washington Management Corporation dated June 1, 2008
|
(p)(3)
|
Code of Ethics for the Registrant dated July 1, 2010
|
|
WASHINGTON MUTUAL INVESTORS FUND
PART C: OTHER INFORMATION
|
Item 28.
|
Exhibits
|
(a)
|
Certificate of Trust and Agreement and Declaration of Trust. Filed herewith.
|
(b)
|
By-Laws. Filed herewith
|
(c)
|
Instruments Defining Rights of Security Holders - None.
|
(d)
|
Form of Investment Advisory Agreement dated July 1, 2010. Filed herewith.
|
(e)(1)
|
Form of Principal Underwriting Agreement dated July 1, 2010. Filed herewith.
|
(e)(2)
|
Form of Selling Group Agreement effective July 1, 2010. Filed herewith.
|
(e)(3)
|
Form of Bank/Trust Company Selling Group Agreement effective July 1, 2010. Filed herewith.
|
(e)(4)
|
Form of Class F Share Participation Agreement effective July 1, 2010. Filed herewith.
|
(e)(5)
|
Form of Bank/Trust Company Participation Agreement for Class F Shares effective July 1, 2010. Filed herewith.
|
(f)
|
Bonus or Profit Sharing Contracts – Deferred Compensation Plan effective August 7, 2009. Filed herewith.
|
(g)
|
Form of Global Custody Agreement dated January 1, 2010. Filed herewith.
|
(h)(1)
|
Form of Administrative Services Agreement dated July 1, 2010. Filed herewith.
|
(h)(2)
|
Form of Shareholder Services Agreement dated July 1, 2010. Filed herewith.
|
(h)(3)
|
Form of Business Management Agreement dated July 1, 2010. Filed herewith.
|
(h)(4)
|
Form of Indemnification Agreement dated July 1, 2010. Filed herewith.
|
(h)(5)
|
Agreement and Plan of Reorganization. Filed herewith.
|
(i)
|
Legal Opinion. Filed herewith.
|
(j)
|
Consent of Independent Registered Public Accounting Firm. Filed herewith.
|
(k)
|
Not applicable.
|
(l)
|
Initial Capital Agreements - None.
|
(m)(1)
|
Form of Plan of Distribution for Class A Shares. Filed herewith.
|
(m)(2)
|
Form of Plan of Distribution for Class B Shares. Filed herewith.
|
(m)(3)
|
Form of Plan of Distribution for Class C Shares. Filed herewith.
|
(m)(4)
|
Form of Plan of Distribution for Class F-1 Shares. Filed herewith.
|
(m)(5)
|
Form of Plan of Distribution for Class 529-A Shares. Filed herewith.
|
(m)(6)
|
Form of Plan of Distribution for Class 529-B Shares. Filed herewith.
|
(m)(7)
|
Form of Plan of Distribution for Class 529-C Shares. Filed herewith.
|
(m)(8)
|
Form of Plan of Distribution for Class 529-E Shares. Filed herewith.
|
(m)(9)
|
Form of Plan of Distribution for Class 529-F-1 Shares. Filed herewith.
|
(m)(10)
|
Form of Plan of Distribution for Class R-1 Shares. Filed herewith.
|
(m)(11)
|
Form of Plan of Distribution for Class R-2 Shares. Filed herewith.
|
(m)(12)
|
Form of Plan of Distribution for Class R-3 Shares. Filed herewith.
|
(m)(13)
|
Form of Plan of Distribution for Class R-4 Shares. Filed herewith.
|
(n)
|
Form of Multiple Class Plan dated July 1, 2010. Filed herewith.
|
(p)(1)
|
Code of Ethics for The Capital Group Companies dated June 2009. Filed herewith.
|
(p)(2)
|
Code of Ethics for Washington Management Corporation dated June 1, 2008. Filed herewith.
|
(p)(3)
|
Code of Ethics for the Registrant dated April 2007. Filed herewith.
|
Item 29. Persons Controlled by or Under Common Control with the Fund
There are no persons controlled by or under common control with the Fund.
Item 30. Indemnification
The Registrant is a joint-insured under Investment Adviser/Mutual Fund Errors and Omissions Policies, which insure its officers and trustees against certain liabilities. However, in no event will Registrant maintain insurance to indemnify any such person for any act for which Registrant itself is not permitted to indemnify the individual.
Article 8 of the Registrant's Declaration of Trust as well as the indemnification agreements that the Registrant has entered into with each of its trustees who is not an “interested person” of the Registrant (as defined under the Investment Company Act of 1940, as amended), provide in effect that the Registrant will indemnify its officers and trustees against any liability or expenses actually and reasonably incurred by such person in any proceeding arising out of or in connection with his or her service to the Registrant, to the fullest extent permitted by applicable law, subject to certain conditions. In accordance with Section 17(h) and 17(i) of the Investment Company Act of 1940, as amended, and their respective terms, these provisions do not protect any person against any liability to the Registrant or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Registrant will comply with the indemnification requirements contained in the Investment Company Act of 1940, as amended, and Release Nos. 7221 (June 9, 1972) and 11330 (September 4, 1980).
Item 31. Business and Other Connections of Investment Adviser
None.
Item 32. Principal Underwriters
(a)
|
American Funds Distributors, Inc. is the Principal Underwriter of shares of: AMCAP Fund, American Balanced Fund, The American Funds Income Series, American Funds Money Market Fund, American Funds Short-Term Tax-Exempt Bond Fund, American Funds Target Date Retirement Series, Inc., The American Funds Tax-Exempt Series I, The American Funds Tax-Exempt Series II, American High-Income Municipal Bond Fund, Inc., American High-Income Trust, American Mutual Fund, Inc., The Bond Fund of America, Inc., Capital Income Builder, Inc., Capital World Bond Fund, Inc., Capital World Growth and Income Fund, Inc., Endowments, EuroPacific Growth Fund, Fundamental Investors, Inc., The Growth Fund of America, Inc., The Income Fund of America, Inc., Intermediate Bond Fund of America, International Growth and Income Fund, The Investment Company of America, Limited Term Tax-Exempt Bond Fund of America, The New Economy Fund, New Perspective Fund, Inc., New World Fund, Inc., Short-Term Bond Fund of America, Inc., SMALLCAP World Fund, Inc., The Tax-Exempt Bond Fund of America, Inc. and Washington Mutual Investors Fund.
|
(b)
|
The directors and officers of American Funds Distributors, Inc. are set forth below.
|
(1)
|
(2)
|
(3)
|
NAME AND PRINCIPAL
BUSINESS ADDRESS
|
POSITIONS AND OFFICES
WITH UNDERWRITER
|
POSITIONS AND OFFICES
WITH REGISTRANT
|
|
LAO
|
David L. Abzug
|
Vice President
|
None
|
|
IRV
|
Laurie M. Allen
|
Senior Vice President
|
None
|
|
LAO
|
William C. Anderson
|
Senior Vice President
|
None
|
|
LAO
|
Robert B. Aprison
|
Senior Vice President
|
None
|
|
LAO
|
T. Patrick Bardsley
|
Regional Vice President
|
None
|
|
LAO
|
Shakeel A. Barkat
|
Vice President
|
None
|
|
IRV
|
Carl R. Bauer
|
Vice President
|
None
|
|
LAO
|
Roger J. Bianco, Jr.
|
Regional Vice President
|
None
|
|
LAO
|
John A. Blanchard
|
Senior Vice President
|
None
|
|
LAO
|
Gerard M. Bockstie, Jr.
|
Regional Vice President
|
None
|
|
LAO
|
Jonathan W. Botts
|
Vice President
|
None
|
|
LAO
|
Bill Brady
|
Director, Senior Vice President
|
None
|
|
LAO
|
Mick L. Brethower
|
Senior Vice President
|
None
|
|
LAO
|
C. Alan Brown
|
Vice President
|
None
|
|
IRV
|
William H. Bryan
|
Regional Vice President
|
None
|
|
LAO
|
Sheryl M. Burford
|
Assistant Vice President
|
None
|
|
LAO
|
Steven Calabria
|
Vice President
|
None
|
|
LAO
|
Thomas E. Callahan
|
Regional Vice President
|
None
|
|
LAO
|
Damian F. Carroll
|
Director, Senior Vice President
|
None
|
|
LAO
|
James D. Carter
|
Vice President
|
None
|
|
LAO
|
Brian C. Casey
|
Senior Vice President
|
None
|
|
LAO
|
Victor C. Cassato
|
Senior Vice President
|
None
|
|
LAO
|
Christopher J. Cassin
|
Senior Vice President
|
None
|
|
LAO
|
Denise M. Cassin
|
Director, Senior Vice President and Director of Intermediary Relations
|
None
|
|
LAO
|
David D. Charlton
|
Director, Senior Vice President and Director of Marketing
|
None
|
|
LAO
|
Thomas M. Charon
|
Vice President
|
None
|
|
LAO
|
Paul A. Cieslik
|
Vice President
|
None
|
|
LAO
|
Kevin G. Clifford
|
Director, President and
Chief Executive Officer
|
None
|
|
LAO
|
Ruth M. Collier
|
Senior Vice President
|
None
|
|
LAO
|
Charles H. Cote
|
Regional Vice President
|
None
|
|
SNO
|
Kathleen D. Cox
|
Vice President
|
None
|
|
LAO
|
Michael D. Cravotta
|
Assistant Vice President
|
None
|
|
LAO
|
Joseph G. Cronin
|
Vice President
|
None
|
|
LAO
|
D. Erick Crowdus
|
Regional Vice President
|
None
|
|
LAO
|
William F. Daugherty
|
Senior Vice President
|
None
|
|
LAO
|
Peter J. Deavan
|
Regional Vice President
|
None
|
|
LAO
|
Daniel J. Delianedis
|
Senior Vice President
|
None
|
|
LAO
|
James W. DeLouise
|
Assistant Vice President
|
None
|
|
LAO
|
James A. DePerno, Jr.
|
Senior Vice President
|
None
|
|
LAO
|
Bruce L. DePriester
|
Director,
Senior Vice President,
Treasurer and Controller
|
None
|
|
LAO
|
Dianne M. Dexter
|
Assistant Vice President
|
None
|
|
LAO
|
Thomas J. Dickson
|
Vice President
|
None
|
|
NYO
|
Dean M. Dolan
|
Vice President
|
None
|
|
LAO
|
Hedy B. Donahue
|
Assistant Vice President
|
None
|
|
LAO
|
Michael J. Downer
|
Director
|
None
|
|
LAO
|
Craig A. Duglin
|
Vice President
|
None
|
|
LAO
|
Timothy L. Ellis
|
Senior Vice President
|
None
|
|
LAO
|
Lorna Fitzgerald
|
Vice President
|
None
|
|
LAO
|
William F. Flannery
|
Vice President
|
None
|
|
LAO
|
John R. Fodor
|
Director, Executive Vice President
|
None
|
|
SNO
|
Michael J. Franchella
|
Assistant Vice President
|
None
|
|
LAO
|
Charles L. Freadhoff
|
Vice President
|
None
|
|
LAO
|
Daniel B. Frick
|
Senior Vice President
|
None
|
|
LAO
|
J. Christopher Gies
|
Senior Vice President
|
None
|
|
LAO
|
David M. Givner
|
Secretary
|
None
|
|
LAO
|
Jack E. Goldin
|
Vice President
|
None
|
|
LAO
|
Earl C. Gottschalk
|
Vice President
|
None
|
|
LAO
|
Jeffrey J. Greiner
|
Director, Senior Vice President
|
None
|
|
LAO
|
Eric M. Grey
|
Senior Vice President
|
None
|
|
NYO
|
Maura S. Griffin
|
Assistant Vice President
|
None
|
|
LAO
|
Christopher M. Guarino
|
Senior Vice President
|
None
|
|
IRV
|
Steven Guida
|
Director, Senior Vice President
|
None
|
|
LAO
|
Derek S. Hansen
|
Vice President
|
None
|
|
LAO
|
Robert J. Hartig, Jr.
|
Vice President
|
None
|
|
LAO
|
Craig W. Hartigan
|
Regional Vice President
|
None
|
|
LAO
|
Russell K. Holliday
|
Vice President
|
None
|
|
LAO
|
Heidi Horwitz-Marcus
|
Vice President
|
None
|
|
LAO
|
Kevin B. Hughes
|
Vice President
|
None
|
|
LAO
|
Marc Ialeggio
|
Vice President
|
None
|
|
HRO
|
Jill Jackson-Chavis
|
Vice President
|
None
|
|
IND
|
David K. Jacocks
|
Assistant Vice President
|
None
|
|
LAO
|
Linda Johnson
|
Vice President
|
None
|
|
GVO-1
|
Joanna F. Jonsson
|
Director
|
None
|
|
LAO
|
Marc J. Kaplan
|
Vice President
|
None
|
|
LAO
|
John P. Keating
|
Senior Vice President
|
None
|
|
LAO
|
Brian G. Kelly
|
Vice President
|
None
|
|
LAO
|
Ryan C. Kidwell
|
Regional Vice President
|
None
|
|
LAO
|
Mark Kistler
|
Regional Vice President
|
None
|
|
NYO
|
Dorothy Klock
|
Senior Vice President
|
None
|
|
IRV
|
Elizabeth K. Koster
|
Vice President
|
None
|
|
LAO
|
Christopher F. Lanzafame
|
Vice President
|
None
|
|
IRV
|
Laura Lavery
|
Vice President
|
None
|
|
LAO
|
R. Andrew LeBlanc
|
Senior Vice President
|
None
|
|
LAO
|
Clay M. Leveritt
|
Regional Vice President
|
None
|
|
LAO
|
Susan B. Lewis
|
Assistant Vice President
|
None
|
|
LAO
|
T. Blake Liberty
|
Vice President
|
None
|
|
LAO
|
Lorin E. Liesy
|
Vice President
|
None
|
|
LAO
|
Louis K. Linquata
|
Senior Vice President
|
None
|
|
LAO
|
Brendan T. Mahoney
|
Senior Vice President
|
None
|
|
LAO
|
Nathan G. Mains
|
Regional Vice President
|
None
|
|
LAO
|
Stephen A. Malbasa
|
Director, Senior Vice President and Director of Retirement Plan Business
|
None
|
|
LAO
|
Paul R. Mayeda
|
Assistant Vice President
|
None
|
|
LAO
|
Eleanor P. Maynard
|
Vice President
|
None
|
|
LAO
|
Joseph A. McCreesh, III
|
Regional Vice President
|
None
|
|
LAO
|
Will McKenna
|
Vice President
|
None
|
|
LAO
|
Scott M. Meade
|
Senior Vice President
|
None
|
|
LAO
|
Daniel P. Melehan
|
Regional Vice President
|
None
|
|
LAO
|
William T. Mills
|
Regional Vice President
|
None
|
|
LAO
|
James R. Mitchell III
|
Regional Vice President
|
None
|
|
LAO
|
Charles L. Mitsakos
|
Vice President
|
None
|
|
LAO
|
Linda M. Molnar
|
Vice President
|
None
|
|
LAO
|
Monty L. Moncrief
|
Vice President
|
None
|
|
LAO
|
David H. Morrison
|
Vice President
|
None
|
|
LAO
|
Andrew J. Moscardini
|
Vice President
|
None
|
|
LAO
|
Brian D. Munson
|
Regional Vice President
|
None
|
|
LAO
|
Jon Christian Nicolazzo
|
Regional Vice President
|
None
|
|
LAO
|
Jack Nitowitz
|
Assistant Vice President
|
None
|
|
LAO
|
William E. Noe
|
Senior Vice President
|
None
|
|
LAO
|
Matthew P. O’Connor
|
Senior Vice President
|
None
|
|
LAO
|
Jonathan H. O’Flynn
|
Regional Vice President
|
None
|
|
LAO
|
Eric P. Olson
|
Senior Vice President
|
None
|
|
LAO
|
Jeffrey A. Olson
|
Vice President
|
None
|
|
LAO
|
Thomas A. O’Neil
|
Vice President
|
None
|
|
LAO
|
Shawn M. O’Sullivan
|
Regional Vice President
|
None
|
|
LAO
|
W. Burke Patterson, Jr.
|
Vice President
|
None
|
|
LAO
|
Gary A. Peace
|
Senior Vice President
|
None
|
|
LAO
|
Samuel W. Perry
|
Vice President
|
None
|
|
LAO
|
David K. Petzke
|
Senior Vice President
|
None
|
|
IRV
|
John H. Phelan, Jr.
|
Director
|
None
|
|
LAO
|
John Pinto
|
Vice President
|
None
|
|
LAO
|
Carl S. Platou
|
Senior Vice President
|
None
|
|
LAO
|
Charles R. Porcher
|
Regional Vice President
|
None
|
|
LAO
|
Julie K. Prather
|
Vice President
|
None
|
|
SNO
|
Richard P. Prior
|
Vice President
|
None
|
|
LAO
|
Steven J. Quagrello
|
Regional Vice President
|
None
|
|
LAO
|
Mike Quinn
|
Vice President
|
None
|
|
SNO
|
John P. Raney
|
Assistant Vice President
|
None
|
|
LAO
|
James P. Rayburn
|
Vice President
|
None
|
|
LAO
|
Rene M. Reincke
|
Vice President
|
None
|
|
LAO
|
Steven J. Reitman
|
Senior Vice President
|
None
|
|
LAO
|
Jeffrey Robinson
|
Vice President
|
None
|
|
LAO
|
Suzette M. Rothberg
|
Regional Vice President
|
None
|
|
LAO
|
James F. Rothenberg
|
Non-Executive Chairman and Director
|
None
|
|
LAO
|
Romolo D. Rottura
|
Vice President
|
None
|
|
LAO
|
William M. Ryan
|
Vice President
|
None
|
|
LAO
|
Dean B. Rydquist
|
Director,
Senior Vice President and
Chief Compliance Officer
|
None
|
|
LAO
|
Richard A. Sabec, Jr.
|
Vice President
|
None
|
|
LAO
|
Paul V. Santoro
|
Senior Vice President
|
None
|
|
LAO
|
Joseph D. Scarpitti
|
Senior Vice President
|
None
|
|
IRV
|
MaryAnn Scarsone
|
Assistant Vice President
|
None
|
|
LAO
|
Kim D. Schmidt
|
Assistant Vice President
|
None
|
|
LAO
|
Shane D. Schofield
|
Vice President
|
None
|
|
LAO
|
David L. Schroeder
|
Assistant Vice President
|
None
|
|
LAO
|
James J. Sewell III
|
Regional Vice President
|
None
|
|
LAO
|
Arthur M. Sgroi
|
Senior Vice President
|
None
|
|
LAO
|
Steven D. Shackelford
|
Regional Vice President
|
None
|
|
LAO
|
Michael J. Sheldon
|
Vice President
|
None
|
|
LAO
|
Daniel S. Shore
|
Senior Vice President
|
None
|
|
LAO
|
Brad Short
|
Vice President
|
None
|
|
LAO
|
Nathan W. Simmons
|
Regional Vice President
|
None
|
|
LAO
|
Connie F. Sjursen
|
Vice President
|
None
|
|
LAO
|
Jerry L. Slater
|
Senior Vice President
|
None
|
|
SNO
|
Stacy D. Smolka
|
Assistant Vice President
|
None
|
|
LAO
|
J. Eric Snively
|
Vice President
|
None
|
|
LAO
|
Therese L. Soullier
|
Vice President
|
None
|
|
LAO
|
Kristen J. Spazafumo
|
Vice President
|
None
|
|
LAO
|
Mark D. Steburg
|
Vice President
|
None
|
|
LAO
|
Michael P. Stern
|
Vice President
|
None
|
|
LAO
|
Brad Stillwagon
|
Vice President
|
None
|
|
LAO
|
Craig R. Strauser
|
Senior Vice President
|
None
|
|
LAO
|
Libby J. Syth
|
Vice President
|
None
|
|
LAO
|
Drew W. Taylor
|
Senior Vice President
|
None
|
|
LAO
|
Gary J. Thoma
|
Vice President
|
None
|
|
LAO
|
Cynthia M. Thompson
|
Senior Vice President
|
None
|
|
LAO
|
David R. Therrien
|
Assistant Vice President
|
None
|
|
LAO
|
John B. Thomas
|
Regional Vice President
|
None
|
|
LAO
|
Mark R. Threlfall
|
Regional Vice President
|
None
|
|
LAO
|
David Tippets
|
Regional Vice President
|
None
|
|
IND
|
James P. Toomey
|
Vice President
|
None
|
|
LAO
|
Luke N. Trammell
|
Regional Vice President
|
None
|
|
IND
|
Christopher E. Trede
|
Vice President
|
None
|
|
LAO
|
Scott W. Ursin-Smith
|
Senior Vice President
|
None
|
|
SNO
|
Cindy Vaquiax
|
Vice President
|
None
|
|
LAO
|
Srinkanth Vemuri
|
Regional Vice President
|
None
|
|
LAO
|
J. David Viale
|
Senior Vice President
|
None
|
|
DCO
|
Bradley J. Vogt
|
Director
|
None
|
|
LAO
|
Sherrie S. Walling
|
Assistant Vice President
|
None
|
|
SNO
|
Chris L. Wammack
|
Assistant Vice President
|
None
|
|
LAO
|
Thomas E. Warren
|
Senior Vice President
|
None
|
|
LAO
|
Gregory J. Weimer
|
Senior Vice President
|
None
|
|
SFO
|
Gregory W. Wendt
|
Director
|
None
|
|
LAO
|
George J. Wenzel
|
Senior Vice President
|
None
|
|
LAO
|
Jason M. Weybrecht
|
Vice President
|
None
|
|
LAO
|
Brian E. Whalen
|
Vice President
|
None
|
|
LAO
|
William C. Whittington
|
Regional Vice President
|
None
|
|
LAO
|
N. Dexter Williams, Jr.
|
Senior Vice President
|
None
|
|
LAO
|
Andrew L. Wilson
|
Vice President
|
None
|
|
LAO
|
Steven C. Wilson
|
Vice President
|
None
|
|
LAO
|
Timothy J. Wilson
|
Director, Senior Vice President and National Sales Manager
|
None
|
|
LAO
|
Kurt A. Wuestenberg
|
Vice President
|
None
|
|
LAO
|
Jason P. Young
|
Vice President
|
None
|
|
LAO
|
Jonathan A. Young
|
Vice President
|
None
|
|
|
|
|
|
__________
DCO
|
Business Address, 3000 K Street N.W., Suite 230, Washington, DC 20007-5140
|
GVO-1
|
Business Address, 3 Place des Bergues, 1201 Geneva, Switzerland
|
HRO
|
Business Address, 5300 Robin Hood Road, Norfolk, VA 23513
|
IND
|
Business Address, 8332 Woodfield Crossing Boulevard, Indianapolis, IN 46240
|
IRV
|
Business Address, 6455 Irvine Center Drive, Irvine, CA 92618
|
LAO
|
Business Address, 333 South Hope Street, Los Angeles, CA 90071
|
LAO-W
|
Business Address, 11100 Santa Monica Boulevard, 15th Floor, Los Angeles, CA 90025
|
NYO
|
Business Address, 630 Fifth Avenue, 36
th
Floor, New York, NY 10111
|
SFO
|
Business Address, One Market, Steuart Tower, Suite 1800, San Francisco, CA 94105
|
SNO
|
Business Address, 3500 Wiseman Boulevard, San Antonio, TX 78251
|
(c) Not applicable.
Item 33. Location of Accounts and Records
All accounts, books, records and documents required pursuant to Section 31(a)(1) and 31(a)(2) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained, in whole or in part, at the offices of:
NAME
|
ADDRESS
|
Washington Management Corporation (business manager)
|
1101 Vermont Avenue, N.W., Washington, DC 20005
|
Capital Research and Management Company (investment adviser)
|
333 South Hope Street, Los Angeles, CA 90071
|
Capital Research and Management Company (fund accounting dept.)
|
5300 Robin Hood Road, Norfolk, VA 23513
|
American Funds Service Company (transfer agent)
|
6455 Irvine Center Drive, Irvine, CA 92618
8332 Woodfield Crossing Boulevard, Indianapolis, IN 46240
10001 North 92nd Street, Suite 100, Scottsdale, AZ 85258
3500 Wiseman Boulevard, San Antonio, TX 78251
5300 Robin Hood Road, Norfolk, VA 23513
|
JPMorgan Chase Bank, N.A. (custodian)
|
270 Park Avenue, New York, NY 10017-2070
|
Item 34. Management Services
None.
Item 35. Undertakings
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant, Washington Mutual Investors Fund,
has duly caused this Post-Effective Amendment No. 120 to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Washington and District of Columbia on the 30
th
day of June, 2010.
Washington Mutual Investors Fund
By:
|
|
/s/Jeffrey L. Steele
Jeffrey L. Steele
President
|
Counsel certifies that this Registration Statement meets all the requirements for effectiveness pursuant to Rule 485(b) under the 1933 Act.
By:
|
|
/s/Stephanie L. Pfromer
Stephanie L. Pfromer, Esq.
|
Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities indicated on June 30, 2010.
J. Knox Singleton*
J. Knox Singleton
|
|
|
|
James C. Miller III*
James C. Miller III
|
Director and Chairman of the Board
|
|
|
|
Director
|
|
|
|
|
|
James H. Lemon, Jr.*
James H. Lemon, Jr.
|
|
|
|
Donald L. Nickles*
Donald L. Nickles
|
Director and Vice Chairman of the Board
|
|
|
|
Director
|
|
|
|
|
|
Nariman Farvardin*
Nariman Farvardin
|
|
|
|
William J. Shaw*
William J. Shaw
|
Director
|
|
|
|
Director
|
|
|
|
|
|
Barbara Hackman Franklin*
Barbara Hackman Franklin
|
|
|
|
Lydia W. Thomas*
Lydia W. Thomas
|
Director
|
|
|
|
Director
|
|
|
|
|
|
Mary Davis Holt*
Mary Davis Holt
|
|
|
|
Harry J. Lister*
Harry J. Lister
|
Director
|
|
|
|
Director
|
|
|
|
|
|
R. Clark Hooper*
R. Clark Hooper
|
|
|
|
/s/Jeffrey L. Steele
Jeffrey L. Steele
|
Director
|
|
|
|
President and Director
|
By: /s/Michael W. Stockton
Michael W. Stockton
|
|
|
|
By: /s/Jeffrey L. Steele
Jeffrey L. Steele
|
Vice President, Treasurer, Chief Financial Officer and Assistant Secretary
|
|
|
|
President
|
|
|
|
|
|
*By: /s/Michael W. Stockton
Michael W. Stockton
|
|
|
|
|
Attorney-in-fact
|
|
|
|
|
POWER OF ATTORNEY
The undersigned trustees of Washington Mutual Investors Fund (the “Fund”), a Delaware Statutory Trust, do each hereby revoke all previous powers of attorney that have been signed and otherwise act in his or her name and behalf in matters involving the Fund and do hereby constitute and appoint Michael W. Stockton, Jennifer L. Butler and Stephanie L. Pfromer, or any of them to act as attorneys-in-fact for and in his or her name, place and stead (1) to sign his or her name as a trustee of said Trust to any and all amendments to the Registration Statement of Washington Mutual Investors Fund, File No. 2-11051 under the Securities Act of 1933, as amended, or under the Investment Company Act of 1940, as amended, File No. 811-604, said amendments to be filed with the Securities and Exchange Commission, and to any and all documents required by any State in the United States of America in which this Trust offers its shares, and (2) to deliver any and all such amendments to such Registration Statement, so signed, for filing with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, granting to said attorneys-in-fact, and each of them, full power and authority to do and perform every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and approving the acts of said attorneys-in-fact.
EXECUTED at Washington, D.C., this 30
th
day of June, 2010.
WASHINGTON MUTUAL INVESTORS FUND
/s/Nariman Farvardin
|
/s/James C. Miller III
|
/s/Barbara H. Franklin
|
/s/Donald L. Nickles
|
/s/Mary Davis Holt
|
/s/William J. Shaw
|
/s/R. Clark Hooper
|
/s/J. Knox Singleton
|
/s/James H. Lemon, Jr.
|
/s/Jeffrey L. Steele
|
/s/Harry J. Lister
|
/s/Lydia W. Thomas
|
CERTIFICATE OF TRUST
OF
WASHINGTON MUTUAL INVESTORS FUND
This Certificate of Trust of Washington Mutual Investors Fund (the "Trust") is being duly executed and filed on behalf of the Trust by the undersigned, as trustees, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. Section 3801
et seq.
) (the "Act").
1.
Name
. The name of the trust formed hereby is Washington Mutual Investors Fund.
2.
Registered Office; Registered Agent
. The business address of the Trust’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. The name of the Trust’s registered agent at such address is The Corporation Trust Company.
3.
Investment Company
. The Trust will be a registered investment company under the Investment Company Act of 1940, as amended.
4.
Series
. Pursuant to Section 3806(b)(2) of the Act, the Trust shall issue one or more series of beneficial interests having the rights and preferences set forth in the governing instrument of the Trust, as the same may be amended from time to time (each a "Series").
5.
Notice of Limitation of Liabilities of each Series
. Pursuant to Section 3804(a) of the Act, there shall be a limitation on liabilities of each Series such that (a) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Trust generally or the assets of any other Series thereof and (b) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other Series thereof shall be enforceable against the assets of such Series.
6.
Effective Date
. This Certificate of Trust shall be effective upon filing.
IN WITNESS WHEREOF, the undersigned have duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.
Jeffrey L. Steele, Trustee
Michael W. Stockton, Trustee
Jennifer L. Butler, Trustee
WASHINGTON MUTUAL INVESTORS FUND
AGREEMENT AND
DECLARATION OF TRUST
Dated: August 20, 2009
TABLE OF CONTENTS
Page
ARTICLE 1
NAME, PURPOSE AND DEFINITIONS
|
1
|
Section 1.1
|
Name.
|
1
|
Section 1.2
|
Trust Purpose.
|
1
|
Section 1.3
|
Definitions
|
2
|
ARTICLE 2
BENEFICIAL INTEREST
|
3
|
Section 2.1
|
Shares of Beneficial Interest
|
3
|
Section 2.2
|
Issuance of Shares
|
3
|
Section 2.3
|
Register of Shares and Share Certificates
|
4
|
Section 2.4
|
Transfer of Shares
|
4
|
Section 2.5
|
Treasury Shares
|
4
|
Section 2.6
|
Establishment of Series and Classes
|
5
|
Section 2.7
|
Investment in the Trust
|
5
|
Section 2.8
|
Assets and Liabilities Belonging to Series or Class
|
6
|
Section 2.9
|
No Preemptive Rights
|
7
|
Section 2.10
|
Conversion Rights
|
7
|
Section 2.11
|
Derivative Actions
|
7
|
Section 2.12
|
Fractions
|
8
|
Section 2.13
|
No Appraisal Rights
|
8
|
Section 2.14
|
Status of Shares
|
8
|
Section 2.15
|
Shareholders
|
9
|
ARTICLE 3
THE TRUSTEES
|
9
|
Section 3.1
|
Election
|
9
|
Section 3.2
|
Term of Office of Trustees; Resignation and Removal
|
9
|
Section 3.3
|
Vacancies and Appointment of Trustees
|
10
|
Section 3.4
|
Number of Trustees
|
11
|
Section 3.5
|
Effect of Death, Resignation, Etc. of a Trustee
|
11
|
Section 3.6
|
Ownership of Assets of the Trust
|
11
|
Section 3.7
|
Series Trustees
|
11
|
Section 3.8
|
No Accounting
|
12
|
ARTICLE 4
POWERS OF THE TRUSTEES
|
12
|
Section 4.1
|
Powers
|
12
|
Section 4.2
|
Trustees and Officers as Shareholders
|
17
|
Section 4.3
|
Action by the Trustees and Committees
|
17
|
Section 4.4
|
Chairman of the Trustees
|
18
|
Section 4.5
|
Principal Transactions
|
18
|
ARTICLE 5
INVESTMENT ADVISER, INVESTMENT SUB-ADVISER, PRINCIPAL UNDERWRITER, ADMINISTRATOR, TRANSFER AGENT, CUSTODIAN AND OTHER CONTRACTORS
|
19
|
Section 5.1
|
Certain Contracts
|
19
|
ARTICLE 6
SHAREHOLDER VOTING POWERS AND MEETINGS
|
21
|
Section 6.1
|
Voting
|
21
|
Section 6.2
|
Notices.
|
22
|
Section 6.3
|
Meetings of Shareholders
|
22
|
Section 6.4
|
Record Date
|
22
|
Section 6.5
|
Notice of Meetings
|
23
|
Section 6.6
|
Proxies, Etc
|
23
|
Section 6.7
|
Action by Written Consent
|
24
|
Section 6.8
|
Delivery by Electronic Transmission or Otherwise
|
24
|
ARTICLE 7
DISTRIBUTIONS AND REDEMPTIONS
|
24
|
Section 7.1
|
Distributions.
|
24
|
Section 7.2
|
Redemption by Shareholder.
|
25
|
Section 7.3
|
Redemption by Trust
|
25
|
Section 7.4
|
Net Asset Value
|
26
|
Section 7.5
|
Power to Modify Procedures
|
27
|
ARTICLE 8
COMPENSATION, LIMITATION OF LIABILITY OF TRUSTEES
|
27
|
Section 8.1
|
Compensation
|
27
|
Section 8.2
|
Limitation of Liability
|
27
|
Section 8.3
|
Fiduciary Duty.
|
28
|
Section 8.4
|
Indemnification
|
29
|
Section 8.5
|
Indemnification Determinations
|
30
|
Section 8.6
|
Indemnification Not Exclusive
|
30
|
Section 8.7
|
Reliance on Experts, Etc.
|
30
|
Section 8.8
|
No Duty of Investigation; Notice in Trust Instrument
|
31
|
Section 8.9
|
No Bond Required of Trustees
|
31
|
Section 8.10
|
Insurance
|
31
|
ARTICLE 9
MISCELLANEOUS
|
31
|
Section 9.1
|
Trust Not a Partnership
|
31
|
Section 9.2
|
Dissolution and Termination of Trust, Series or Class.
|
32
|
Section 9.3
|
Merger, Consolidation, Incorporation.
|
33
|
Section 9.4
|
Filing of Copies, References, Headings
|
34
|
Section 9.5
|
Applicable Law
|
34
|
Section 9.6
|
Amendments
|
35
|
Section 9.7
|
Fiscal Year
|
35
|
Section 9.8
|
Provisions in Conflict with Law
|
35
|
Section 9.9
|
Reliance by Third Parties
|
35
|
WASHINGTON MUTUAL INVESTORS FUND
AGREEMENT AND
DECLARATION OF TRUST
AGREEMENT AND DECLARATION OF TRUST of Washington Mutual Investors Fund, a Delaware statutory trust, made as of August 20, 2009, by the undersigned Trustees.
WHEREAS, the undersigned Trustees desire to establish a trust for the investment and reinvestment of funds contributed thereto; and
WHEREAS, the Trustees desire that the beneficial interest in the trust assets be divided into transferable shares of beneficial interest, as hereinafter provided; and
WHEREAS, the Trustees declare that all money and property contributed to the trust established hereunder shall be held and managed in trust for the benefit of the holders of the shares of beneficial interest issued hereunder and subject to the provisions hereof;
NOW, THEREFORE, in consideration of the foregoing, the undersigned Trustees hereby declare that all money and property contributed to the trust hereunder shall be held and managed in trust under this Agreement and Declaration of Trust as herein set forth below.
ARTICLE 1
NAME, PURPOSE AND DEFINITIONS
Section 1.1
Name.
The name of the trust established hereby is the “Washington Mutual Investors Fund” and so far as may be practicable the Trustees shall conduct the Trust’s activities, execute all documents and sue or be sued under such name. However, the Trustees may at any time and from time to time select such other name for the Trust as they deem proper and the Trust may hold its property and conduct its activities under such other name. Any name change shall become effective upon the resolution of a majority of the then Trustees adopting the new name and the filing of a certificate of amendment pursuant to Section 3810(b) of the Act. Any such instrument shall not require the approval of the Shareholders, but shall have the status of an amendment to this Trust Instrument.
Section 1.2
Trust Purpose.
The purpose of the Trust is to conduct, operate and carry on the business of an open-end management investment company registered under the 1940 Act. In furtherance of the foregoing, it shall be the purpose of the Trust to do everything necessary, suitable, convenient or proper for the conduct, promotion and attainment of any businesses and purposes which at any time may be incidental or may appear conducive or expedient for the accomplishment of the business of an open end management investment company registered under the 1940 Act and which may be engaged in or carried on by a trust organized under the Act, and in connection therewith the Trust shall have the power and authority to engage in the foregoing, both within and without the State of Delaware, and may exercise all of the powers conferred by the laws of the State of Delaware upon a Delaware statutory trust.
Section 1.3
Definitions
. Wherever used herein, unless otherwise required by the context or specifically provided:
(a)
“1940 Act” refers to the Investment Company Act of 1940 and the rules and regulations thereunder, all as may be amended from time to time.
(b)
“Act” means the Delaware Statutory Trust Act, 12
Del.
C.
§§ 3801
et seq
., as from time to time amended.
(c)
“Advisory Board Member” shall mean a member of an “Advisory Board” as defined in Section 2(a)(1) of the 1940 Act.
(d)
“By-laws” means the By-laws referred to in Section 4.1(g) hereof, as from time to time amended.
(e)
The terms “Affiliated Person,” “Assignment,” “Commission,” “Interested Person” and “Principal Underwriter” shall have the meanings given them in the 1940 Act.
(f)
“Class” means any division of Shares within a Series, which Class is or has been established in accordance with the provisions of Article 2.
(g)
“Fiduciary Covered Person” has the meaning assigned in Section 8.3 hereof.
(h)
“Indemnified Person” has the meaning assigned in Section 8.4 hereof.
(i)
“Net Asset Value” means the net asset value of each Series or Class of the Trust determined in the manner provided in Section 7.4 hereof, and “Net Asset Value per Share” has the meaning assigned in Section 7.4 hereof.
(j)
“Outstanding Shares” means those Shares recorded from time to time in the books of the Trust or its transfer agent as then issued and outstanding, but shall not include Shares which have been redeemed or repurchased by the Trust and which are at the time held in the treasury of the Trust.
(k)
“Person” shall have the meaning given in Section 3801 of the Act.
(l)
“Series” means a series of Shares of the Trust established in accordance with the provisions of Section 2.6 hereof.
(m)
“Shareholder” means a record owner of Outstanding Shares of the Trust.
(n)
“Shares” means the equal proportionate transferable units of beneficial interest into which the beneficial interest of each Series of the Trust or Class thereof shall be divided and may include fractions of Shares as well as whole Shares. All references to Shares in this Trust Instrument shall be deemed to be Shares of any or all Series or Classes as the context may require.
(o)
“Trust” refers to the Delaware statutory trust established hereby and reference to the Trust, when applicable to one or more Series or Classes of the Trust, shall refer to any such Series or Class. All provisions herein relating to the Trust shall apply equally to each Series and Class of the Trust except as the context otherwise requires.
(p)
“Trustee” or “Trustees” means the person or persons who has or have signed this Trust Instrument, so long as such person or persons shall continue in office in accordance with the terms hereof, and all other persons who may from time to time be duly qualified and serving as Trustees in accordance with the provisions of Article 3 hereof, and reference herein to a Trustee or to the Trustees shall refer to the individual Trustees in their capacity as Trustees hereunder.
(q)
“Trust Instrument” means this Agreement and Declaration of Trust as the same may be amended and restated from time to time.
(r)
“Trust Property” means any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust or any Series, or by or for the account of the Trustees on behalf of the Trust or any Series.
ARTICLE 2
BENEFICIAL INTEREST
Section 2.1
Shares of Beneficial Interest
. The beneficial interest in the Trust shall be divided into such transferable Shares of one or more separate and distinct Series and Classes within a Series as the Trustees shall from time to time create and establish. The number of Shares of each Series and Class authorized hereunder is unlimited. Each Share shall have no par value, unless otherwise determined by the Trustees in connection with the creation and establishment of a Series or Class. All Shares when issued hereunder on the terms determined by the Trustees, including without limitation Shares of a Series or Class issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and nonassessable.
Section 2.2
Issuance of Shares
.
(a)
The Trustees in their discretion may, from time to time, without vote of the Shareholders, issue Shares of each Series and Class to such party or parties and for such amount and type of consideration (or for no consideration if pursuant to a Share dividend or split-up or otherwise as determined by the Trustees), subject to applicable law, including cash or securities (including Shares of a different Series or Class), at such time or times and on such terms as the Trustees may deem appropriate, and may in such manner acquire other assets (including the acquisitions of assets subject to, and in connection with, the assumption of liabilities) and businesses. In connection with any issuance of Shares, the Trustees may issue fractional Shares and Shares held in the treasury. The Trustees may from time to time divide or combine the Shares into a greater or lesser number without thereby materially changing the proportionate beneficial interests in the Trust or any Series or Class.
(b)
Any Trustee, officer or other agent of the Trust, and any organization in which any such person is interested, may acquire, own, hold and dispose of Shares of any Series or Class of the Trust to the same extent as if such person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares of any Series or Class from any such person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of Shares of such Series or Class generally.
Section 2.3
Register of Shares and Share Certificates
. A register shall be kept at the principal office of the Trust or an office of one or more transfer agents which shall contain the names and addresses of the Shareholders of each Series and Class, the number of Shares of that Series and Class thereof held by them respectively and a record of all transfers thereof. As to Shares for which no certificate has been issued, such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or other distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or other distribution, nor to have notice given to him as herein or in the By-laws provided, until he has given his address to the transfer agent or such other officer or agent of the Trust as shall keep the said register for entry thereon. The Trustees shall have no obligation to, but in their discretion may, authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use. If one or more share certificates are issued, whether in the name of a Shareholder or a nominee, such certificate or certificates shall constitute evidence of ownership of the Shares evidenced thereby for all purposes, including transfer, assignment or sale of such Shares, subject to such limitations as the Trustees may, in their discretion, prescribe.
Section 2.4
Transfer of Shares
. Except as otherwise provided by the Trustees, Shares shall be transferable on the records of the Trust only by the record holder thereof or by his agent thereunto duly authorized in writing, upon delivery to the Trustees or the Trust’s transfer agent of a duly executed instrument of transfer, together with a Share certificate, if one is outstanding, and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery the transfer shall be recorded on the register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer.
Section 2.5
Treasury Shares
. The Trustees may hold as treasury Shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series or Class reacquired by the Trust. Shares held in the treasury shall, until reissued pursuant to Section 2.2 hereof, not confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. Any Shares held in treasury shall not be canceled unless the Trustees decide otherwise.
Section 2.6
Establishment of Series and Classes
.
(a)
The Trustees shall be authorized, without obtaining any prior authorization or vote of the Shareholders of any Series or Class of the Trust, to establish and designate and to change in any manner any initial or additional Series or Classes and to fix such preferences, voting powers (or lack thereof), rights and privileges of such Series or Classes as the Trustees may from time to time determine, to divide or combine the Shares or any Series or Classes into a greater or lesser number, to classify or reclassify any issued or unissued Shares or any Series or Classes into one or more Series or Classes of Shares, to redeem or abolish any outstanding Series or Class of Shares, and to take such other action with respect to the Shares as the Trustees may deem desirable. Unless another time is specified by the Trustees, the establishment and designation of any Series or Class shall be effective upon the adoption of a resolution by the Trustees setting forth such establishment and designation and the preferences, powers, rights and privileges of the Shares of such Series or Class, whether directly in such resolution or by reference to, or approval of, another document that sets forth such relative rights and preferences of such Series or Class including, without limitation, any registration statement of the Trust, or as otherwise provided in such resolution. The Trust may issue any number of Shares of each Series or Class.
(b)
Subject to the distinctions permitted among Classes of Shares of the Trust or of Classes of the same Series, as established by the Trustees consistent with the requirements of the 1940 Act or as otherwise provided in the instrument designating and establishing any Class or Series, each Share of the Trust (or Series, as applicable) shall represent an equal beneficial interest in the net assets of the Trust (or such Series), and each holder of Shares of the Trust (or a Series) shall be entitled to receive such holder’s pro rata share of distributions of income and capital gains, if any, made with respect thereto. Upon redemption of the Shares of any Series or upon the liquidation and termination of a Series, the applicable Shareholder shall be paid solely out of the funds and property of such Series.
(c)
Without limiting the authority of the Trustees set forth in this Section to establish and designate any further Series or Classes, the Trustees hereby establish and designate the following Classes of Shares of the Trust: Class A, Class B, Class C, Class F-1, Class F-2, Class 529-A, Class 529-B, Class 529-C, Class 529-E, Class 529-F-1, Class R-1, Class R-2, Class R-3, Class R-4, Class R-5 and Class R-6.
Section 2.7
Investment in the Trust
. The Trustees may accept investments in any Series of the Trust or Class, if the Series has been divided into Classes, from such persons and on such terms as they may from time to time authorize. At the Trustees’ discretion, such investments, subject to applicable law, may be in the form of cash or securities in which the affected Series is authorized to invest, valued as provided herein. Unless the Trustees otherwise determine, investments in a Series shall be credited to each Shareholder’s account in the form of full Shares at the Net Asset Value per Share next determined after the investment is received. Without limiting the generality of the foregoing, the Trustees may (a) fix the Net Asset Value per Share of the initial capital contribution to the Trust or any Series or Class thereof, (b) impose sales or other charges upon investments in the Trust or any Series or any Class thereof or (c) issue fractional Shares. The Trustees may authorize any distributor, principal underwriter, custodian, transfer agent or other Person to accept orders for the purchase of Shares that conform to such authorized terms and to reject any purchase orders for Shares whether or not conforming to such authorized terms. The Trustees and any Person authorized by them shall have the right to refuse to accept any investment in the Trust or any Series or any Class thereof without any cause or reason.
Section 2.8
Assets and Liabilities Belonging to Series or Class
(a)
Separate and distinct records shall be maintained by the Trust for each Series. All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall be held in such separate and distinct records (directly or indirectly, including through a nominee or otherwise) and accounted for in such separate and distinct records separately from the other assets of the Trust and of every other Series and may be referred to herein as “assets belonging to” that Series. The assets belonging to a particular Series shall belong to that Series for all purposes, and to no other Series, subject only to the rights of creditors of that Series. In addition, any assets, income, earnings, profits or funds, or payments and proceeds with respect thereto, which are not readily identifiable as belonging to any particular Series shall be allocated by the Trustees between and among one or more of the Series in such manner as the Trustees deem fair and equitable. If there are Classes of Shares within a Series, the assets belonging to the Series shall be further allocated to each Class in the proportion that the “assets belonging to” the Class (calculated in the same manner as with determination of “assets belonging to” the Series) bears to the assets of all Classes within the Series. Each such allocation shall be conclusive and binding upon the Shareholders of all Series and Classes for all purposes, and such assets, income, earnings, profits or funds, or payments and proceeds with respect thereto shall be assets belonging to that Series or Class, as the case may be. The assets belonging to a particular Series and Class shall be so recorded upon the books of the Trust and shall be held by the Trustees in trust for the benefit of the holders of Shares of that Series or Class, as the case may be.
(b)
The assets belonging to each Series shall be charged with the liabilities of that Series and all expenses, costs, charges and reserves attributable to that Series. Any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series shall be allocated and charged by the Trustees between or among any one or more of the Series in such manner as the Trustees deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series for all purposes. The liabilities, expenses, costs, charges and reserves allocated and so charged to a Series are herein referred to as “liabilities belonging to” that Series. Except as provided in the next two sentences or otherwise required or permitted by applicable law, the liabilities belonging to such Series shall be allocated to each Class of a Series in the proportion that the assets belonging to such Class bear to the assets belonging to all Classes in the Series. To the extent permitted by Section 3804(a) of the Act or other applicable law, the Trustees may allocate all or a portion of any liabilities belonging to a Series to a particular Class or Classes as the Trustees may from time to time determine is appropriate. In addition, all liabilities, expenses, costs, charges and reserves belonging to a Class shall be allocated to such Class.
(c)
Without limitation of the foregoing provisions of this Section 2.8, but subject to the right of the Trustees in their discretion to allocate general liabilities, expenses, costs, charges or reserves as herein provided, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets belonging to such Series only, and not against the assets of the Trust generally or any other Series. Notice of this limitation on inter-Series liabilities shall be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Act, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Act relating to limitations on inter-Series liabilities (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each Series. Any Person extending credit to, contracting with or having any claim against the Trust with respect to a particular Series may satisfy or enforce any debt, liability, obligation or expense incurred, contracted for or otherwise existing with respect to that Series from the assets of that Series only. No Shareholder or former Shareholder of any Series shall have a claim on or any right to any assets allocated or belonging to any other Series.
(d)
If, notwithstanding the provisions of this Section, any liability properly charged to a Series or Class is paid from the assets of another Series or Class, the Series or Class from the assets of which the liability was paid shall be reimbursed from the assets of the Series or Class to which such liability belonged.
Section 2.9
No Preemptive Rights
. Unless the Trustees decide otherwise, Shareholders shall have no preemptive or other similar rights to subscribe to any additional Shares or other securities issued by the Trust, whether of the same or of another Series or Class.
Section 2.10
Conversion Rights
. The Trustees shall have the authority to provide from time to time that the holders of Shares of any Series or Class shall have the right to convert or exchange said Shares for or into Shares of one or more other Series or Classes or for interests in one or more other trusts, corporations, or other business entities (or a series or class of any of the foregoing) in accordance with such requirements and procedures as may be established by the Trustees from time to time.
Section 2.11
Derivative Actions
.
(a)
No Person, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or Class. No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class unless holders of at least twenty percent (20%) of the outstanding Shares of such Series or Class join in the bringing of such action.
(b)
In addition to the requirements set forth in Section 3816 of the Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action, has a personal financial interest in the transaction at issue, and a Trustee shall not be deemed interested in a transaction or otherwise disqualified from ruling on the merits of a Shareholder demand by virtue of the fact that (a) such Trustee receives remuneration for his service as a Trustee of the Trust or as a trustee or director of one or more investment companies that are under common management with or otherwise affiliated with the Trust, (b) such Trustee was identified as a potential defendant or witness, (c) the Trustee approved the act being challenged (if the act did not result in any material personal benefit to the Trustee, or if the Trustee is also a Shareholder the act did not result in any material benefit that is not shared pro rata with other Shareholders) or (d) the Trustee is a Shareholder); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, and the Trustees shall be entitled to retain counsel or other advisers in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers in the event that the Trustees determine not to bring such action. For purposes of this Section 2.11, the Trustees may designate a committee of one Trustee to consider a Shareholder demand if necessary to create a committee with a majority of Trustees who do not have a personal financial interest in the transaction at issue.
Section 2.12
Fractions
. Except as otherwise determined by the Trustees, any fractional Share of any Series or Class, if any such fractional Share is outstanding, shall carry proportionately all the rights and obligations of a whole Share of that Series or Class, including rights and obligations with respect to voting, receipt of dividends and distributions, redemption of Shares, and liquidation of the Trust.
Section 2.13
No Appraisal Rights
. Shareholders shall have no right to demand payment for their Shares or to any other rights of dissenting Shareholders in the event the Trust participates in any transaction which would give rise to appraisal or dissenters’ rights by a stockholder of a corporation organized under the General Corporation Law of the State of Delaware or would otherwise give rise to such appraisal or dissenters’ rights.
Section 2.14
Status of Shares
. Shares shall be deemed to be personal property giving Shareholders only the rights provided in this instrument. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to be bound by the terms hereof. The death of a Shareholder during the continuance of the Trust or any Series or Class thereof shall not operate to dissolve or terminate the Trust or any Series or Class nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but shall entitle such representative only to the rights of said decedent under this Trust Instrument. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust Property or to any right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders partners.
Section 2.15
Shareholders
.
(a)
No Shareholder of the Trust or of any Series or Class shall be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Trust or by or on behalf of any Series or Class. Except as otherwise provided in this Trust Instrument, the Trustees shall have no power to bind any Shareholder personally or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay pursuant to terms hereof or by way of subscription for any Shares or otherwise.
(b)
If any Shareholder or former Shareholder of the Trust or any Series or Class shall be held to be personally liable solely by reason of his being or having been a Shareholder thereof and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets belonging to the applicable Series or Class to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on behalf of the affected Series, may, at its option, assume the defense of any claim made against the Shareholder for any act or obligation of the Series or Class and satisfy any judgment thereon from the assets of the Series or Class. The indemnification and reimbursement required by the preceding sentence shall be made only out of assets of the one or more Series or Classes whose Shares were held by said Shareholder at the time the act or event occurred which gave rise to the claim against or liability of said Shareholder. The rights accruing to a Shareholder under this Section shall not impair any other right to which such Shareholder may be lawfully entitled, nor shall anything herein contained restrict the right of the Trust or any Series or Class thereof to indemnify or reimburse a Shareholder in any appropriate situation even though not specifically provided herein. Neither the Trust nor the applicable Series or Class shall be responsible for satisfying any obligation arising from such a claim that has been settled by the Shareholder without prior written notice to the Trust and consent of the Trust to settle the claim.
ARTICLE 3
THE TRUSTEES
Section 3.1
Election
. Except for the Trustees named herein or appointed pursuant to Section 3.7 hereof, or Trustees appointed to fill vacancies pursuant to Section 3.3 hereof, the Trustees shall be elected by the Shareholders in accordance with this Trust Instrument and the 1940 Act. The initial Trustees of the Trust shall be Jeffrey L. Steele, Michael W. Stockton and Jennifer L. Butler.
Section 3.2
Term of Office of Trustees; Resignation and Removal
.
(a)
Each Trustee shall hold office during the existence of this Trust, and until its termination as herein provided unless such Trustee resigns or is removed as provided herein. Any Trustee may resign by notice to the Chairman, if any, the Vice Chairman, if any, the President or the Secretary and such resignation shall be effective upon such notice, or at a later date specified by such Trustee.
(b)
Any of the Trustees may be removed with or without cause by the affirmative vote of the Shareholders of two thirds (2/3) of the Shares, or with cause by the action of two thirds (2/3) of the remaining Trustees (provided the aggregate number of Trustees, after such removal and after giving effect to any appointment made to fill the vacancy created by such removal, shall not be less than the number required by Section 3.5 hereof). Removal with cause shall include, but not be limited to, the removal of a Trustee due to physical or mental incapacity.
(c)
Upon the resignation or removal of a Trustee, or his otherwise ceasing to be a Trustee, he shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property held in the name of the resigning or removed Trustee. Upon the death of any Trustee or upon removal or resignation due to any Trustee’s incapacity to serve as trustee, his legal representative shall execute and deliver on his behalf such documents as the remaining Trustees shall require as provided in the preceding sentence.
(d)
Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following the effective date of his resignation or removal, or any right to damages on account of a removal.
(e)
The Trustees, by resolution of a majority of Trustees, may adopt or amend a retirement policy for the Trustees of the Trust. Any such policy shall be binding on each Trustee unless waived by a majority of the other Trustees.
Section 3.3
Vacancies and Appointment of Trustees
.
(a)
A vacancy shall occur if a Trustee dies, resigns, retires, is removed or is incapacitated, or a Trustee is otherwise unable to serve, or the number of Trustees is increased. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustee or Trustees shall fill such vacancy by appointing such other person as such Trustee or Trustees in their discretion shall see fit consistent with the limitations under the 1940 Act, unless such Trustee or Trustees determine, in accordance with Section 3.4, to decrease the number of Trustees.
(b)
An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur at a later date.
(c)
An appointment of a Trustee shall be effective upon the acceptance of the person so appointed to serve as trustee, except that any such appointment in anticipation of a vacancy shall become effective at or after the date such vacancy occurs.
Section 3.4
Number of Trustees
. The original number of Trustees shall be three (3). The Trustees serving as such from time to time may, by resolution of a majority thereof, increase or decrease the number of Trustees, provided, however, that the number of Trustees shall not be decreased to less than three (3). No decrease in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of such Trustee’s term, but the number of Trustees may be decreased in conjunction with the removal of a Trustee in accordance with Section 3.2(b).
Section 3.5
Effect of Death, Resignation, Etc. of a Trustee
. The death, resignation, retirement, removal, incapacity, or inability of the Trustees, or any one of them, shall not operate to terminate the Trust or any Series or to revoke any existing trust or agency created pursuant to the terms of this Trust Instrument.
Section 3.6
Ownership of Assets of the Trust
.
(a)
Legal title to all of the Trust Property shall at all times be vested in the Trust as a separate legal entity, except that the Trustees may cause legal title to any Trust Property to be held by, or in the name of, one or more of the Trustees acting for and on behalf of the Trust, or in the name of any Person as nominee acting for and on behalf of the Trust. No Shareholder shall be deemed to have a severable ownership interest in any individual asset of the Trust or of any Series or Class, or any right of partition or possession thereof, but each Shareholder shall have, except as otherwise provided for herein, a proportionate undivided beneficial interest in each Series or Class of Shares which are owned by such Shareholder. The Trust, or at the determination of the Trustees, one or more of the Trustees or a nominee acting for and on behalf of the Trust, shall be deemed to hold legal title and beneficial ownership of any income earned on securities held by the Trust which have been issued by any business entities formed, organized, or existing under the laws of any jurisdiction, including the laws of any foreign country.
(b)
If title to any part of the Trust Property is vested in one or more Trustees, the right, title and interest of the Trustees in the Trust Property shall vest automatically in each person who may hereafter become a Trustee upon his due election and qualification. Upon the resignation, removal, death or incapacity of a Trustee he shall automatically cease to have any right, title or interest in any of the Trust Property, and the right, title and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. To the extent permitted by law, such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered.
Section 3.7
Series Trustees
. In connection with the establishment of one or more Series or Classes, the Trustees establishing such Series or Class may appoint, to the extent permitted by the 1940 Act, separate Trustees with respect to such Series or Classes (the “Series Trustees”). Series Trustees may, but are not required to, serve as Trustees of the Trust of any other Series or Class of the Trust. To the extent provided by the Trustees in the appointment of Series Trustees, the Series Trustees may have, to the exclusion of any other Trustee of the Trust, all the powers and authorities of Trustees hereunder with respect to such Series or Class, but may have no power or authority with respect to any other Series or Class (unless the Trustees permit such Series Trustees to create new Classes within such Series). Any provision of this Trust Instrument relating to election of Trustees by Shareholders shall entitle only the Shareholders of a Series or Class for which Series Trustees have been appointed to vote with respect to the election of such Trustees and the Shareholders of any other Series or Class shall not be entitled to participate in such vote. If Series Trustees are appointed, the Trustees initially appointing such Series Trustees may, without the approval of any Outstanding Shares, amend either this Trust Instrument or the By-laws to provide for the respective responsibilities of the Trustees and the Series Trustees in circumstances where an action of the Trustees or Series Trustees affects all Series and Classes of the Trust or two or more Series or Classes represented by different Trustees.
Section 3.8
No Accounting
. Except to the extent required by the 1940 Act or, if determined to be necessary or appropriate by the other Trustees under circumstances which would justify his removal for cause, no person ceasing to be a Trustee for reasons including, but not limited to, death, resignation, retirement, removal or incapacity (nor the estate of any such person) shall be required to make an accounting to the Shareholders or remaining Trustees upon such cessation.
ARTICLE 4
POWERS OF THE TRUSTEES
Section 4.1
Powers
. The Trustees shall manage or direct the management of the Trust Property and the business of the Trust with full powers of delegation except as may be prohibited by this Trust Instrument. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any foreign jurisdiction and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things or instruments are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Trust Instrument, the presumption shall be in favor of a grant of power to the Trustees. The enumeration of any specific power in this Trust Instrument shall not be construed as limiting the aforesaid power. The powers of the Trustees may be exercised in their sole discretion in accordance with Section 8.3(c) hereof (except as otherwise required by the 1940 Act) and without order of or resort to any court. Without limiting the foregoing and subject to any applicable limitation in this Trust Instrument, the Trustees shall have power and authority to cause the Trust (or to act on behalf of the Trust):
(a)
To invest and reinvest cash, to hold cash uninvested, and to subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, write options on, lend or otherwise deal in or dispose of contracts for the future acquisition or delivery of fixed income or other securities, and securities of every nature and kind, including, but not limited to, all types of bonds, debentures, stocks, negotiable or non-negotiable instruments, obligations, evidences of indebtedness, certificates of deposit or indebtedness, commercial paper, repurchase agreements, bankers’ acceptances, and other securities and financial instruments of any kind, including without limitation futures contracts and options on such contracts, issued, created, guaranteed, or sponsored by any and all Persons, including the United States of America, any foreign government, and all states, territories, and possessions of the United States of America or any foreign government and any political subdivision, agency, or instrumentality thereof, or by any bank or savings institution, or by any corporation or organization organized under the laws of the United States or of any state, territory, or possession thereof, or by any corporation or organization organized under any foreign law, or in “when issued” contracts for any such securities, to change the investments of the assets of the Trust, and to exercise any and all rights, powers, and privileges of ownership or interest and to fulfill any and all obligations in respect of any and all such investments of every kind and description, including the right to consent and otherwise act with respect thereto, with power to designate one or more persons to exercise any of said rights, powers, and privileges in respect of any of said instruments;
(b)
To enter into contracts of any kind and description, including swaps and other types of derivative contracts;
(c)
To purchase, sell and hold currencies and enter into contracts for the future purchase or sale of currencies, including but not limited to forward foreign currency exchange contracts;
(d)
To issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, exchange, and otherwise deal in Shares and, subject to the provisions set forth in Article 2 and Article 7, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the Trust, or the particular Series or Class of the Trust, with respect to which such Shares are issued;
(e)
To borrow funds or other property and in this connection issue notes or other evidence of indebtedness; to secure borrowings by mortgaging, pledging or otherwise subjecting as security the Trust Property; to endorse, guarantee, or undertake the performance of an obligation, liability or engagement of any Person and to lend or pledge Trust Property or any part thereof to secure any or all of such obligations;
(f)
To provide for the distribution of interests of the Trust either through a Principal Underwriter in the manner hereinafter provided for or by the Trust itself, or both, or otherwise pursuant to a plan of distribution of any kind;
(g)
To adopt By-laws not inconsistent with this Trust Instrument providing for the conduct of the business of the Trust and to amend and repeal them to the extent that they do not reserve that right to the Shareholders, which By-laws shall be deemed a part of this Trust Instrument and are incorporated herein by reference;
(h)
To appoint and terminate such officers, employees, agents and contractors as they consider appropriate, any of whom may be a Trustee, and to provide for the compensation of all of the foregoing;
(i)
To set record dates (or delegate the power to so do) in the manner provided herein or in the By-laws;
(j)
To delegate such of the Trustees’ power and authority hereunder (which delegation may include the power to subdelegate) as they consider desirable to any officers of the Trust and to any investment adviser, manager, administrator, custodian, underwriter or other agent or independent contractor, and to employ auditors, counsel or other agents of the Trust;
(k)
To join with other holders of any securities or debt instruments in acting through a committee, depository, voting trustee or otherwise, and in that connection to deposit any security or debt instrument with, or transfer any security or debt instrument to, any such committee, depository or trustee, and to delegate to them such power and authority with relation to any security or debt instrument (whether or not so deposited or transferred) as the Trustees shall deem proper and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or trustee as the Trustees shall deem proper;
(l)
To enter into joint ventures, general or limited partnerships and any other combinations or associations;
(m)
To pay pensions for faithful service, as deemed appropriate by the Trustees, and to adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust;
(n)
To the extent permitted by law, indemnify any Person with whom the Trust or any Series or Class has dealings;
(o)
To engage in and to prosecute, defend, compromise, abandon, or adjust by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims and demands relating to the Trust, and out of the assets of the Trust or the applicable Series or Class thereof to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include without limitation the power of the Trustees or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any Person, including a Shareholder in its own name or the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust;
(p)
To purchase and pay for entirely or partially out of Trust Property such insurance as they may deem necessary or appropriate for the conduct of the business of the Trust, including, without limitation, insurance policies insuring the Trust Property and payment of distributions and principal on its investments, and insurance policies insuring the Shareholders, Trustees, officers, representatives, Advisory Board Members, employees, agents, investment advisers, managers, administrators, custodians, underwriters, or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such Person in such capacity, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such Person against such liability;
(q)
To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities, debt instruments or property; and to execute and deliver powers of attorney to such Person or Persons as the Trustees shall deem proper, granting to such Person or Persons such power and discretion with relation to securities, debt instruments or property as the Trustees shall deem proper;
(r)
To hold any security or property in a form not indicating any trust, whether in bearer, book entry, unregistered or other negotiable form; or either in the name of the Trustees or of the Trust or in the name of a custodian, subcustodian or other depository or a nominee or nominees or otherwise;
(s)
To establish separate and distinct Series with separately defined investment objectives and policies and distinct investment purposes in accordance with the provisions of Article 2 hereof and to establish Classes thereof having relative rights, powers and duties as they may provide consistent with applicable law;
(t)
To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation, issuer or concern, any security or debt instrument of which is held by the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation, issuer or concern; and to pay calls or subscriptions with respect to any security or debt instrument held in the Trust;
(u)
To make distributions of income and of capital gains to Shareholders in the manner herein provided;
(v)
To establish, from time to time, a minimum investment for Shareholders in the Trust or in one or more Series or Classes, and to require the redemption of the Shares of any Shareholders whose investment is less than such minimum in accordance with Section 7.3 hereof;
(w)
To cause each Shareholder, or each Shareholder of any particular Series or Class, to pay directly, in advance or arrears, for charges of the Trust’s custodian or transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder;
(x)
To establish one or more committees, to delegate any powers of the Trustees to such committees and to adopt a committee charter providing for such responsibilities, membership (including Trustees, officers or other agents of the Trust) and other characteristics of such committees as the Trustees may deem proper. Notwithstanding the provisions of this Article 4, and in addition to such provisions or any other provision of this Trust Instrument or of the By-laws, the Trustees may by resolution appoint a committee consisting of fewer than the whole number of the Trustees then in office, which committee may be empowered to act for and bind the Trustees and the Trust, as if the acts of such committee were the acts of all the Trustees then in office, with respect to any matter including the institution, prosecution, dismissal, settlement, review or investigation of any action, suit or proceeding that may be pending or threatened to be brought before any court, administrative agency or other adjudicatory body;
(y)
To interpret the investment policies, practices or limitations of the Trust or of any Series or Class;
(z)
To establish a registered office and have a registered agent in the State of Delaware;
(aa)
To pay or cause to be paid out of the principal or income of the Trust, or partly out of the principal and partly out of income, as they deem fair, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust, or in connection with the management thereof, including, but not limited to, the Trustees’ compensation and such expenses and charges for the services of the Trust’s officers, employees, Advisory Board Members, Trustees emeritus, investment adviser or manager, Principal Underwriter, auditors, counsel, custodian, transfer agent, shareholder servicing agent, and other agents or independent contractors and such other expenses and charges as the Trustees may deem necessary or proper to incur, which expenses, fees, charges, taxes and liabilities shall be allocated in accordance with the terms of this Trust Instrument;
(bb)
To invest part or all of the Trust Property (or part or all of the assets of any Series), or to dispose of part or all of the Trust Property (or part or all of the assets of any Series) and invest the proceeds of such disposition, in interests issued by one or more other investment companies or pooled portfolios, each of which may (but need not) be a trust (formed under the laws of any state or jurisdiction) which is classified as a partnership for federal income tax purposes, including investment by means of transfer of part or all of the Trust Property in exchange for an interest or interests in such one or more investment companies or pooled portfolios, all without any requirement of approval by Shareholders;
(cc)
To select or to authorize one or more persons to select brokers, dealers, futures commission merchants, banks or any agents or other entities, as appropriate, with which to effect transactions in securities and other instruments or investments;
(dd)
In general, to carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers; and
(ee)
To appoint one or more Advisory Board Members to serve the role provided for in Section 2(a)(1) of the 1940 Act and to cause the Trust to pay compensation to such persons for serving in such capacity.
The foregoing clauses shall be construed both as objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Trustees. Any action by one or more of the Trustees in his or their capacity as such hereunder shall be deemed an action on behalf of the Trust or the applicable Series or Class, and not an action in an individual capacity.
No one dealing with the Trustees shall be under any obligation to make any inquiry concerning the authority of the Trustees, or to see to the application of any payments made or property transferred to the Trustees or upon their order.
Section 4.2
Trustees and Officers as Shareholders
. Any Trustee, officer or other agent of the Trust may acquire, own and dispose of Shares to the same extent as if such person were not a Trustee, officer or agent; and the Trustees may issue and sell or cause to be issued and sold Shares to and buy such Shares from any such person or any firm or company in which such person invested, subject to the general limitations herein contained as to the sale and purchase of such Shares.
Section 4.3
Action by the Trustees and Committees
. Meetings of the Trustees shall be held from time to time within or without the State of Delaware upon the call of the Chairman, if any, the Vice Chairman, if any, the President, the Principal Executive Officer, the Secretary, an Assistant Secretary or any two Trustees. No annual meeting of Trustees shall be required.
(a)
Regular meetings of the Trustees may be held without call or notice at a time and place fixed by the By-laws or by resolution of the Trustees. Notice of any other meeting shall be given not later than 48 hours preceding the meeting by United States mail or by electronic mail or other electronic transmission to each Trustee at his residence or business address or email address as set forth in the records of the Trust or otherwise given personally not less than 24 hours before the meeting but may be waived in writing, including by electronic mail, by any Trustee either before or after such meeting. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting except when a Trustee attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.
(b)
A quorum for all meetings of the Trustees shall be one third of the total number of Trustees, but no less than two Trustees. Unless provided otherwise in this Trust Instrument or otherwise required by the 1940 Act, any action of the Trustees may be taken at a meeting by vote of a majority of the Trustees present (a quorum being present) or without a meeting by written consent of a majority of the Trustees, which written consent shall be filed with the minutes of proceedings of the Trustees. Written consent may be evidenced by electronic mail or other electronic transmission from the Trustee giving such consent. If there be less than a quorum present at any meeting of the Trustees, a majority of those present may adjourn the meeting until a quorum shall have been obtained.
(c)
Any committee of the Trustees, including an executive committee, if any, may act with or without a meeting. A quorum for all meetings of any such committee shall be two or more of the members thereof, unless the Trustees shall provide otherwise or if the committee consists of only one member. Unless provided otherwise in this Trust Instrument, any action of any such committee may be taken at a meeting by vote of a majority of the members present (a quorum being present) or without a meeting by written consent of a majority of the members, which written consent shall be filed with the minutes of proceedings of such committee. Written consent may be evidenced by electronic mail or other electronic transmission from the Trustee giving such consent.
(d)
With respect to actions of the Trustees and any committee of the Trustees, Trustees who are Interested Persons of the Trust or are otherwise interested in any action to be taken may be counted for quorum purposes under this Section 4.3 and shall be entitled to vote to the extent permitted by the 1940 Act.
(e)
All or any one or more Trustees may participate in a meeting of the Trustees or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to such communications system shall constitute presence in person at such meeting, unless the 1940 Act specifically requires the Trustees to act “in person,” in which case such term shall be construed consistent with Commission or staff releases or interpretations.
Section 4.4
Chairman of the Trustees
. The Trustees may appoint one of their number to be Chairman of the Trustees who shall preside at all meetings of the Trustees at which he is present. The Chairman may be (but is not required to be) the chief executive officer of the Trust, but shall not be an officer of the Trust solely by virtue of being appointed Chairman. The Chairman shall have such responsibilities as may be determined by the Trustees from time to time. The Trustees may elect Co-Chairmen or Vice Chairman of the Board. In the absence of the Chairman, another Trustee shall be designated by the Trustees to preside over the meeting of the Trustees, to set the agenda for the meeting and to perform the other responsibilities of the Chairman in his absence.
Section 4.5
Principal Transactions
. Except to the extent prohibited by applicable law, the Trustees may, on behalf of the Trust, buy any securities from or sell any securities to, or lend any assets of the Trust to, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member acting as principal, or have any such dealings with any Affiliated Person of the Trust, investment adviser, investment sub-adviser, distributor or transfer agent for the Trust or with any Interested Person of such Affiliated Person or other Person; and the Trust may employ any such Affiliated Person or other Person, or firm or company in which such Affiliated Person or other Person is an Interested Person, as broker, legal counsel, registrar, investment adviser, investment sub-adviser, distributor, transfer agent, dividend disbursing agent, custodian or in any other capacity upon customary terms.
ARTICLE 5
INVESTMENT ADVISER, INVESTMENT SUB-ADVISER,
PRINCIPAL UNDERWRITER, ADMINISTRATOR, TRANSFER AGENT,
CUSTODIAN AND OTHER CONTRACTORS
Section 5.1
Certain Contracts
. Subject to compliance with the provisions of the 1940 Act, but notwithstanding any limitations of present and future law or custom in regard to delegation of powers by trustees generally, the Trustees may, at any time and from time to time and without limiting the generality of their powers and authority otherwise set forth herein, enter into, modify, amend, supplement, assign or terminate one or more contracts with, and pay compensation to, any one or more corporations, trusts, associations, partnerships, limited partnerships, other type of organizations, or individuals to provide for the performance and assumption of some or all of the following services, duties and responsibilities to, for or of the Trust and/or the Trustees, and to provide for the performance and assumption of such other services, duties and responsibilities in addition to those set forth below as the Trustees may determine to be appropriate:
(a)
Investment Adviser and Investment Sub-Adviser
. The Trustees may in their discretion, from time to time, enter into an investment advisory or management contract or contracts with respect to the Trust or any Series whereby the other party or parties to such contract or contracts shall undertake to furnish the Trust with such management, investment advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions, as the Trustees may in their discretion determine. Notwithstanding any other provision of this Trust Instrument, the Trustees may authorize any investment adviser (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities, other investment instruments of the Trust, or other Trust Property on behalf of the Trustees, or may authorize any officer, employee, agent, or Trustee to effect such purchases, sales or exchanges pursuant to recommendations of the investment adviser (and all without further action by the Trustees). Any such purchases, sales and exchanges shall be deemed to have been authorized by the Trustees.
The Trustees may authorize, subject to applicable requirements of the 1940 Act, the investment adviser to employ, from time to time, one or more sub-advisers to perform such of the acts and services of the investment adviser, and upon such terms and conditions, as may be agreed upon between the investment adviser and sub-adviser. Any reference in this Trust Instrument to the investment adviser shall be deemed to include such sub-advisers, unless the context otherwise requires.
(b)
Principal Underwriter
. The Trustees may in their discretion from time to time enter into an exclusive or non-exclusive underwriting contract or contracts providing for the sale of Shares for any one or more of its Series or Classes or other securities to be issued by the Trust, including a contract whereby the Trust may either agree to sell Shares or other securities to the other party to the contract or appoint such other party its sales agent for such Shares or other securities. In either case, the contract may also provide for the repurchase or sale of Shares or other securities by such other party as principal or as agent of the Trust.
(c)
Administrator
. The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties shall undertake to furnish the Trust with administrative services. The contract or contracts shall be on such terms and conditions as the Trustees may in their discretion determine.
(d)
Transfer Agent
. The Trustees may in their discretion from time to time enter into one or more transfer agency and Shareholder service contracts whereby the other party or parties shall undertake to furnish the Trust with transfer agency and Shareholder services. The contract or contracts shall be on such terms and conditions as the Trustees may in their discretion determine.
(e)
Administrative Service and Distribution Plans
. The Trustees may, on such terms and conditions as they may in their discretion determine, adopt one or more plans pursuant to which compensation may be paid directly or indirectly by the Trust for Shareholder servicing, administration and/or distribution services with respect to one or more Series or Classes including without limitation, plans subject to Rule 12b-1 under the 1940 Act, and the Trustees may enter into agreements pursuant to such plans.
(f)
Fund Accounting
. The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties undertakes to handle all or any part of the Trust’s accounting responsibilities, whether with respect to the Trust’s properties, Shareholders or otherwise.
(g)
Custodian and Depository
. The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties undertakes to act as depository for and to maintain custody of the property of the Trust or any Series or Class and accounting records in connection therewith.
(h)
Parties to Contract
. Any contract described in this Article 5 may be entered into with any corporation, firm, partnership, trust or association, although one or more of the Trustees or officers of the Trust may be an officer, director, trustee, shareholder, or member of such other party to the contract, and no such contract shall be invalidated or rendered void or voidable by reason of the existence of any relationship, nor shall any person holding such relationship be disqualified from voting on or executing the same in his capacity as Shareholder and/or Trustee, nor shall any Person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, provided that the contract when entered into was not inconsistent with the provisions of this Article 5. The same Person (including a firm, corporation, partnership, trust, or association) may be the other party to contracts entered into pursuant to this Article 5, and any individual may be financially interested or otherwise affiliated with persons who are parties to any or all of the contracts mentioned in this Section 5.1.
ARTICLE 6
SHAREHOLDER VOTING POWERS AND MEETINGS
Section 6.1
Voting
.
(a)
The Shareholders shall have power to vote only: (i) for the election of one or more Trustees in order to comply with the provisions of the 1940 Act (including Section 16(a) thereof), (ii) for the removal of Trustees in accordance with Section 3.2(b) hereof, (iii) on certain amendments to this Trust Instrument enumerated in Section 9.6 hereof, (iv) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, or (v) as the Trustees may consider necessary or desirable.
(b)
On each matter submitted to a vote of Shareholders, unless the Trustees determine otherwise, all Shares of all Series and Classes shall vote together as a single class; provided, however, that: as to any matter (i) with respect to which a separate vote of one or more Series or Classes is required by the 1940 Act or by action of the Trustees in establishing and designating the Series or Class(es), such requirements as to a separate vote by such Series or Class(es) shall apply in lieu of all Shares of all Series and Classes voting together, and (ii) which does not affect the interests of a particular Series or Class, only the holders of Shares of the one or more affected Series or Classes shall be entitled to vote. In general, each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote; provided, however, on any matter submitted to a vote of Shareholders, the Trustees may determine, without the vote or consent of Shareholders (except as required by the 1940 Act), that each dollar of Net Asset Value (number of Shares owned times Net Asset Value per Share of the Trust, if no Series shall have been established, or of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-laws or as determined by the Trustees. A proxy may be given in writing, electronically, by telephone, by telecopy, or in any other manner provided for in the By-laws or as determined by the Trustees. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Trust Instrument or any of the By-laws of the Trust to be taken by Shareholders. A Shareholder may authorize another Person or Persons to act for such Shareholder as proxy by transmitting or authorizing in writing, electronically, by telephone, by telecopy or other electronic transmission to the Person who will be the
holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the Person who will be the holder of the proxy to receive such transmission, provided that any such writing or other transmission must either set forth or be submitted with information from which it can be determined that the writing or other transmission was authorized by the Shareholder.
Section 6.2
Notices.
Any and all notices to which any Shareholder hereunder may be entitled and any and all communications shall be deemed duly served or given if presented personally to a Shareholder, left at his or her residence or usual place of business or sent via United States mail or by electronic transmission to a Shareholder at his or her address as it is registered with the Trust. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the Shareholder at his or her address as it is registered with the Trust with postage thereon prepaid.
Section 6.3
Meetings of Shareholders
.
(a)
Meetings of the Shareholders may be called at any time by the Chairman or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in the aggregate, not less than 10% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be called. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third of the Shares of the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or by this Trust Instrument or the By-laws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.
(b)
Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record date.
Section 6.4
Record Date
. For the purpose of determining the Shareholders who are entitled to notice of any meeting and to vote at any meeting, or to participate in any distribution, or for the purpose of any other action, the Trustees may from time to time fix a date, not more than 120 calendar days prior to the original date of any meeting of the Shareholders (which may be adjourned or postponed in compliance with Section 6.3(b) hereof) or payment of distributions or other action, as the case may be, as a record date for the determination of the persons to be treated as Shareholders of record for such purposes, and any Shareholder who was a Shareholder at the date and time so fixed shall be entitled to vote at such meeting or to be treated as a Shareholder of record for purposes of such other action, even though he has since that date and time disposed of his Shares, and no Shareholder becoming such after that date and time shall be so entitled to vote at such meeting or to be treated as a Shareholder of record for purposes of such other action. Nothing in this Section 6.4 shall be construed as precluding the Trustees from setting different record dates for different Series or Classes.
Section 6.5
Notice of Meetings
.
(a)
Written or printed notice of all meetings of the Shareholders, stating the time, place and purposes of the meeting, shall be given as provided in Section 6.2 for the giving of notices, at least 10 business days before the meeting. At any such meeting, any business properly before the meeting may be considered whether or not stated in the notice of the meeting. Any adjourned or postponed meeting held as provided in Section 6.3 shall not require the giving of additional notice.
(b)
Notice of any Shareholder meeting need not be given to any Shareholder if a written waiver of notice (including, but not limited to, electronic, telegraphic or facsimile or computerized writings), executed before or after such meeting, is filed with the record of such meeting, or to any Shareholder who shall attend such meeting in person or by proxy. The attendance of a Shareholder at a meeting of Shareholders shall constitute a waiver of notice of such meeting except when a Shareholder attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.
Section 6.6
Proxies, Etc
. At any meeting of Shareholders, any Shareholder entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary, or with such other officer or agent of the Trust as the Secretary may direct, for verification prior to the time at which such vote shall be taken.
(a)
Pursuant to a resolution of a majority of the Trustees, proxies may be solicited in the name of one or more Trustees or one or more of the officers of the Trust. Only Shareholders of record shall be entitled to vote.
(b)
When Shares are held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Shares, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Shares.
(c)
A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. If the Shareholder is a minor or a person of unsound mind, and subject to guardianship or to the legal control of any other person regarding the charge or management of its Share, he may vote by his guardian or such other person appointed or having such control, and such vote may be given in person or by proxy.
Section 6.7
Action by Written Consent
. Subject to the provisions of the 1940 Act, any action taken by Shareholders may be taken without a meeting if a majority of the Shares entitled to vote on the matter (or such larger proportion thereof as shall be required by law, by any provision of this Trust Instrument or by the Trustees) consent to the action in writing. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders. Any written consent may be given by facsimile, electronic mail or other electronic means. The Trustees may adopt additional rules and procedures regarding the taking of Shareholder action by written consents.
Section 6.8
Delivery by Electronic Transmission or Otherwise
. Notwithstanding any provision in this Trust Instrument to the contrary, any notice, proxy, vote, consent, instrument or writing of any kind referenced in, or contemplated by, this Trust Instrument or the By-laws may, as determined by the Trustees, be given, granted or otherwise delivered by electronic transmission (within the meaning of the Act), including via the internet, or in any other manner permitted by applicable law.
ARTICLE 7
DISTRIBUTIONS AND REDEMPTIONS
Section 7.1
Distributions.
(a)
The Trustees may from time to time declare and pay dividends or other distributions with respect to any Series or Class. The amount of such dividends or distributions and the payment of them and whether they are in cash or any other Trust Property shall be wholly in the discretion of the Trustees.
(b)
Dividends and distributions on Shares of a particular Series or any Class thereof may be paid with such frequency as the Trustees may determine, which may be daily or otherwise, pursuant to a standing resolution or resolution adopted only once or with such frequency as the Trustees may determine, to the Shareholders of Shares in that Series or Class, from such of the income and capital gains, accrued or realized, from the Trust Property belonging to that Series, or in the case of a Class, belonging to that Series and allocable to that Class, as the Trustees may determine, after providing for actual and accrued liabilities belonging to that Series. All dividends and distributions on Shares in a particular Series or Class thereof shall be distributed pro rata to the Shareholders of Shares in that Series or Class in proportion to the total outstanding Shares in that Series or Class held by such Shareholders at the date and time of record established for the payment of such dividends or distribution, except to the extent otherwise required or permitted by the preferences and special or relative rights and privileges of any Series or Class and except that in connection with any dividend or distribution program or procedure the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder’s purchase order and/or payment in the prescribed form has not been received by the time or times established by the Trustees under such program or procedure. Such dividends and distributions may be made in cash or Shares of that Series or Class or a combination thereof as determined by the Trustees or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. The Trustees may adopt and offer to Shareholders such dividend reinvestment plans, cash dividend payout plans or related plans as the Trustees shall deem appropriate.
(c)
Anything in this Trust Instrument to the contrary notwithstanding, the Trustees may at any time declare and distribute a stock dividend pro rata among the Shareholders of a particular Series, or Class thereof, as of the record date of that Series or Class fixed as provided in subsection (b) of this Section 7.1. The Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders.
Section 7.2
Redemption by Shareholder.
(a)
Unless the Trustees otherwise determine with respect to a particular Series or Class at the time of establishing and designating the same and subject to the 1940 Act, each holder of Shares of a particular Series or Class thereof shall have the right at such times as may be permitted by the Trust to require the Trust to redeem (out of the assets belonging to the applicable Series or Class) all or any part of his Shares at a redemption price equal to the Net Asset Value per Share of that Series or Class next determined in accordance with Section 7.4 after the Shares are properly tendered for redemption, less such redemption fee or other charge, if any, as may be fixed by the Trustees. Except as otherwise provided in this Trust Instrument, payment of the redemption price shall be in cash; provided, however, that to the extent permitted by applicable law, the Trustees may authorize the Trust to make payment wholly or partly in securities or other assets belonging to the applicable Series at the value of such securities or assets used in such determination of Net Asset Value. Subject to the foregoing, the fair value, selection, and quantity of securities or other assets so paid or delivered as all or part of the redemption price may be determined by or under the authority of the Trustees. In no case shall the Trust or the Trustees be liable for any delay of any Person in transferring securities selected for delivery as all or part of the redemption price.
(b)
Notwithstanding the foregoing, the Trust may postpone payment of the redemption price and may suspend the right of the holders of Shares of any Series or Class to require the Trust to redeem Shares of that Series or Class during any period or at any time when and to the extent permissible under the 1940 Act.
(c)
If a Shareholder shall submit a request for the redemption of a greater number of Shares than are then allocated to such Shareholder, such request shall not be honored.
Section 7.3
Redemption by Trust
.
(a)
Unless the Trustees otherwise determine with respect to a particular Series or Class at the time of establishing and designating the same, each Share of each Series or Class thereof that has been established and designated is subject to redemption (out of the assets belonging to the applicable Series or Class) by the Trust at the redemption price which would be applicable if such Share were then being redeemed by the Shareholder pursuant to Section 7.2 at any time if the Trustees determine that it is in the best interest of the Trust to so redeem such Shares, which determination may be delegated to the investment adviser of the Trust. Upon such redemption the holders of the Shares so redeemed shall have no further right with respect thereto other than to receive payment of such redemption price. Without limiting the generality of the foregoing, the Trustees may cause the Trust to redeem (out of the assets belonging to the applicable Series or Class) all of the Shares of one or more Series or Classes held by (i) any Shareholder if the value of such Shares held by such Shareholder is less than the minimum amount established from time to time by the Trustees, (ii) all Shareholders of one or more Series or Classes if the value of such Shares held by all Shareholders is less than the minimum amount established from time to time by the Trustees or (iii) any Shareholder to reimburse the Trust for any loss or expense it has sustained or incurred by reason of the failure of such Shareholder to make full payment for Shares purchased by such Shareholder, or by reason of any defective redemption request, or by reason of indebtedness incurred because of such Shareholder or to collect any charge relating to a transaction effected for the benefit of such Shareholder or as provided in the prospectus relating to such Shares.
(b)
If the Trustees shall, at any time and in good faith, determine that direct or indirect ownership of Shares of any Series or Class thereof has or may become concentrated in any Person to an extent that would disqualify any Series as a regulated investment company under the Internal Revenue Code, then the Trustees shall have the power (but not the obligation), by such means as they deem equitable, to
(i) call for the redemption of a number, or amount, of Shares held by such Person sufficient to maintain or bring the direct or indirect ownership of Shares into conformity with the requirements for such qualification, (ii) refuse to transfer or issue Shares of any Series or Class thereof to such Person whose acquisition of the Shares in question would result in such disqualification, or
(iii) take such other actions as they deem necessary and appropriate to avoid such disqualification
Section 7.4
Net Asset Value
.
(a)
The Net Asset Value per Share of any Series or Class thereof shall be the quotient obtained by dividing the value of the net assets of that Series or Class (being the value of the assets belonging to that Series or Class less the liabilities belonging to that Series or Class) by the total number of Shares of that Series or Class outstanding, all determined in accordance with the methods and procedures, including without limitation those with respect to rounding, established by the Trustees from time to time.
(b)
The Trustees may determine to maintain the Net Asset Value per Share of any Series at a designated constant dollar amount and in connection therewith may adopt procedures not inconsistent with the 1940 Act for the continuing declarations of income attributable to that Series or Class thereof as dividends payable in additional Shares of that Series or Class thereof at the designated constant dollar amount and for the handling of any losses attributable to that Series or Class thereof. Such procedures may, among other things, provide that in the event of any loss each Shareholder of a Series or Class thereof shall be deemed to have contributed to the capital of the Trust attributable to that Series or Class thereof his pro rata portion of the total number of Shares required to be cancelled in order to permit the Net Asset Value per Share of that Series or Class thereof to be maintained, after reflecting such loss, at the designated constant dollar amount. Each Shareholder of the Trust shall be deemed to have agreed, by his investment in the Trust, to make the contribution referred to in the preceding sentence in the event of any such loss.
Section 7.5
Power to Modify Procedures
.
(a)
Notwithstanding any of the foregoing provisions of this Article 7, the Trustees may prescribe, in their absolute discretion except as may be required by the 1940 Act, such other bases and times for determining the Net Asset Value of the Shares or net income, or the declaration and payment of dividends and distributions as they may deem necessary or desirable for any reason, including to enable the Trust to comply with any provision of the 1940 Act, or any securities exchange or association registered under the Securities Exchange Act of 1934, or any order of exemption issued by the Commission, all as in effect now or hereafter amended or modified.
(b)
Nothing in this Trust Instrument shall be deemed to restrict the ability of the Trustees in their full discretion, without the need for any notice to, or approval by the Shareholders of, any Series or Class, to allocate, reallocate or authorize the contribution or payment, directly or indirectly, to one or more than one Series or Class of the following: (i) assets, income, earnings, profits, and proceeds thereof, (ii) proceeds derived from the sale, exchange or liquidation of assets, and (iii) any cash or other assets contributed or paid to the Trust from a manager, administrator or other adviser of the Trust or an Affiliated Person thereof, or other third party, another Series or another Class, in each case to remediate misallocations of income and capital gains, ensure equitable treatment of Shareholders of a Series or Class, or for such other valid reason determined by the Trustees.
ARTICLE 8
COMPENSATION, LIMITATION OF LIABILITY OF TRUSTEES
Section 8.1
Compensation
. The Trustees as such shall be entitled to compensation from the Trust, and the Trustees may fix the amount of such compensation. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, legal, accounting, investment banking or other services and payment for the same by the Trust.
Section 8.2
Limitation of Liability
.
(a)
The Trustees shall be entitled to the protection against personal liability for the obligations of the Trust under Section 3803(b) of the Act. No Trustee or former Trustee shall be liable to the Trust, its Shareholders, or to any Trustee, officer, employee, or agent thereof for any action or failure to act (including, without limitation, the failure to compel in any way any former or acting Trustee to redress any breach of trust) except for his own bad faith, willful misfeasance, gross negligence or reckless disregard of his duties involved in the conduct of the office of the Trustee hereunder. No Trustee who has been determined to be an “audit committee financial expert” (for purposes of Section 407 of the Sarbanes-Oxley Act of 2002 or any successor provision thereto) by the Board of Trustees shall be subject to any greater liability or duty of care in discharging such Trustee’s duties and responsibilities by virtue of such determination than is any Trustee who has not been so designated. No Trustee or former Trustee shall be responsible or liable in any event for any neglect or wrongdoing of any other Trustee, Advisory Board Member, officer, agent, employee, manager, adviser, sub-adviser or principal underwriter of the Trust.
(b)
The officers, employees, Advisory Board Members and agents of the Trust shall be entitled to the protection against personal liability for the obligations of the Trust under Section 3803(c) of the Act. No officer, employee, Advisory Board Member or agent of the Trust shall be liable to the Trust, its Shareholders, or to any Trustee, officer, employee, or agent thereof for any action or failure to act (including, without limitation, the failure to compel in any way any former or acting Trustee to redress any breach of trust) except for his own bad faith, willful misfeasance, gross negligence or reckless disregard of his duties.
Section 8.3
Fiduciary Duty.
(a)
To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his good faith reliance on the provisions of this Trust Instrument. The provisions of this Trust Instrument, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons.
(b)
Unless otherwise expressly provided herein:
(i)
whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or
(ii)
whenever this Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then
(iii)
such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise.
(c)
Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard.
(d)
Any Fiduciary Covered Person and any Affiliated Persons of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person. No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall have any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Trust Instrument or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliated Person of the Trust or the Shareholders.
(e)
To the fullest extent permitted by law, it is intended that Advisory Board Members and Trustees emeritus shall have no fiduciary duties or liabilities to the Trust or the Shareholders.
Section 8.4
Indemnification
. The Trust shall indemnify to the fullest extent permitted by law each of its Trustees, former Trustees, Trustees emeritus, Advisory Board Members and officers and persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor, or otherwise, and may indemnify any trustee, director or officer of a predecessor organization (each an “Indemnified Person”), and may indemnify its employees and agents, against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and expenses including reasonable accountants’ and counsel fees) reasonably incurred in connection with the defense or disposition of any action, suit or other proceeding of any kind and nature whatsoever, whether brought in the right of the Trust or otherwise, and whether of a civil, criminal or administrative nature, before any court or administrative or legislative body, including any appeal therefrom, in which he or she may be involved as a party, potential party, non-party witness or otherwise or with which he or she may be threatened, while as an Indemnified Person or thereafter, by reason of being or having been such an Indemnified Person, except that no Indemnified Person shall be indemnified against any liability to the Trust or its Shareholders to which such Indemnified Person would otherwise be subject by reason of bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties involved in the conduct of such Indemnified Person’s office (such willful misfeasance, bad faith, gross negligence or reckless disregard being referred to herein as “Disabling Conduct”). Expenses, including accountants’ and counsel fees so incurred by any such Indemnified Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be promptly paid from time to time, and the expenses of the Trust’s employees or agents may be paid from time to time, by the Trust or a Series in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article 8 and either (i) such Indemnified Person provides security for such undertaking, (ii) the Trust is insured against losses arising by reason of such payment, or (iii) a majority of a quorum of disinterested, non-party Trustees, or independent legal counsel in a written opinion, determines, based on a review of readily available facts, that there is reason to believe that such Indemnified Person ultimately will be found entitled to indemnification.
Section 8.5
Indemnification Determinations
. Indemnification of an Indemnified Person pursuant to Section 8.4 shall be made if (a) the court or body before whom the proceeding is brought determines, in a final decision on the merits, that such Indemnified Person was not liable by reason of Disabling Conduct or (b) in the absence of such a determination, a majority of a quorum of disinterested, non-party Trustees or independent legal counsel in a written opinion make a reasonable determination, based upon a review of the facts, that such Indemnified Person was not liable by reason of Disabling Conduct. In making such a determination, the Board of Trustees of the Trust shall act in conformity with then applicable law and administrative interpretations, and shall afford a Trustee requesting indemnification who is not an “interested person” of the Trust, as defined in Section 2(a)(19) of the 1940 Act, a rebuttable presumption that such Trustee did not engage in disabling conduct while acting in his capacity as a Trustee.
Section 8.6
Indemnification Not Exclusive
. The right of indemnification provided by this Article 8 shall not be exclusive of or affect any other rights to which any such Indemnified Person may be entitled. As used in this Article 8, “Indemnified Person” shall include such person’s heirs, executors and administrators, and a “disinterested, non-party Trustee” is a Trustee who is neither an Interested Person of the Trust nor a party to the proceeding in question.
Section 8.7
Reliance on Experts, Etc.
. Each Trustee, officer or employee of the Trust shall, in the performance of his duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon an opinion of counsel, or upon reports made to the Trust by any of its officers or employees or by any manager, adviser, administrator, accountant, appraiser or other expert or consultant selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or expert may also be a Trustee. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Trust Instrument, and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice.
Section 8.8
No Duty of Investigation; Notice in Trust Instrument
. No purchaser, lender, or other Person dealing with the Trustees or any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, instrument, certificate or other interest or undertaking of the Trust, and every other act or thing whatsoever executed in connection with the Trust, shall be conclusively taken to have been executed or done by the executors thereof only in their capacity as Trustees, officers, employees or agents of the Trust. The execution of any such obligation, contract, instrument, certificate or other interest or undertaking shall not personally bind such Trustees, officers employees or agents of the Trust or make them personally liable thereunder, nor shall it give rise to a claim against their private property or the private property of the Shareholders for the satisfaction of any obligation or claim thereunder. The Trustees may maintain insurance for the protection of the Trust Property, Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall deem advisable.
Section 8.9
No Bond Required of Trustees
. No Trustee shall, as such, be obligated to give any bond or surety or other security for the performance of any of his duties hereunder.
Section 8.10
Insurance
. The Trust shall purchase and maintain in effect one or more policies of insurance on behalf of its Trustees and officers in such amounts and with such coverage as shall be determined from time to time by the Board of Trustees, and also may purchase and maintain such insurance for any of its employees and other agents, issued by a reputable insurer or insurers, against any expenses actually and reasonably incurred by such person in any proceeding arising out of or in connection with his service to the Trust, with customary limitations and exceptions, whether or not the Trust would have the power to indemnify such person against such expenses pursuant to this Article 8.
ARTICLE 9
MISCELLANEOUS
Section 9.1
Trust Not a Partnership
. It is the intention of the Trustees that the Trust shall be a statutory trust under the Act and that this Trust Instrument and the By-laws, if any, shall together constitute the “governing instrument” of the Trust as defined in Section 3801(f) of the Act. It is hereby expressly declared that a Delaware statutory trust and not a partnership or other form of organization is created hereby. All persons extending credit to, contracting with or having any claim against any Series of the Trust or any Class within any Series shall look only to the assets of such Series or Class for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor. Every note, bond, contract or other undertaking issued by or on behalf of the Trust or the Trustees relating to the Trust or to a Series or Class shall include a recitation limiting the obligations represented thereby to the Trust or to one or more Series or Classes and its or their assets (but the omission of such a recitation shall not operate to bind any Shareholder, Trustee, officer, employee or agent of the Trust).
Section 9.2
Dissolution and Termination of Trust, Series or Class.
(a)
Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees by written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees by written notice to the Shareholders of such Series. Any Class of any Series of Shares may be terminated at any time by the Trustees by written notice to the Shareholders of such Class. Any action to dissolve the Trust shall be deemed also to be an action to dissolve each Series and each Class thereof and any action to dissolve a Series shall be deemed also to be an action to terminate each Class thereof.
(b)
Upon the requisite action by the Trustees to dissolve the Trust or any one or more Series, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if the Trust has not dissolved) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or Series involved, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of such Series on the date of distribution unless otherwise determined by the Trustees or otherwise provided by this Trust Instrument. Thereupon, any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class of any Series of Shares, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 9.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class of any Series of Shares, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 7.3 of Article 7 of this Trust Instrument provided that the costs relating to the termination of such Class shall be included in the determination of the Net Asset Value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination).
(c)
Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Act, which certificate of cancellation may be signed by any one Trustee. Upon termination of the Trust, the Trustees, subject to Section 3808 of the Act, shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Section 9.3
Merger, Consolidation, Incorporation.
(a)
Notwithstanding any other provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, (i) cause the Trust to convert into or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (each, a “Successor Entity”), or a series of any Successor Entity to the extent permitted by law, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, (iii) cause the Trust to incorporate under the laws of a state, commonwealth, possession or colony of the United States, (iv) sell or convey all or substantially all of the assets of the Trust or any Series or Class to another Series or Class of the Trust or to a Successor Entity, or a series of a Successor Entity to the extent permitted by law, for adequate consideration as determined by the Trustees which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent of the Trust or any affected Series or Class, and which may include Shares of such other Series or Class of the Trust or shares of beneficial interest, stock or other ownership interest of such Successor Entity (or series thereof) or (v) at any time sell or convert into money all or any part of the assets of the Trust or any Series or Class thereof. Any agreement of merger, reorganization, consolidation, exchange or conversion or certificate of merger, certificate of conversion or other applicable certificate may be signed by a majority of the Trustees or an authorized officer of the Trust and facsimile signatures conveyed by electronic or telecommunication means shall be valid.
(b)
Pursuant to and in accordance with the provisions of Section 3815(f) of the Act, and notwithstanding anything to the contrary contained in this Trust Instrument, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 9.3 may effect any amendment to the Trust Instrument or effect the adoption of a new trust instrument of the Trust or change the name of the Trust if the Trust is the surviving or resulting entity in the merger or consolidation.
(c)
Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, create one or more statutory or business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.
(d)
Notwithstanding any provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval, invest all or a portion of the Trust Property of any Series, or dispose of all or a portion of the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies registered under the 1940 Act. Any such other investment company may (but need not) be a trust (formed under the laws of the State of Delaware or any other state or jurisdiction) or subtrust thereof which is classified as a partnership for federal income tax purposes. Notwithstanding any provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, cause a Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause such series to invest its Trust Property directly in securities and other financial instruments or in another master fund.
Section 9.4
Filing of Copies, References, Headings
. The original or a copy of this Trust Instrument and of each amendment hereof or Trust Instrument supplemental hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. Anyone dealing with the Trust may rely on a certificate by an officer or Trustee of the Trust as to whether or not any such amendments or supplements have been made and as to any matters in connection with the Trust hereunder, and with the same effect as if it were the original, may rely on a copy certified by an officer or Trustee of the Trust to be a copy of this Trust Instrument or of any such amendment or supplemental Trust Instrument. In this Trust Instrument or in any such amendment or supplemental Trust Instrument, references to this Trust Instrument, and all expressions like “herein,” “hereof” and “hereunder,” shall be deemed to refer to this Trust Instrument as amended or affected by any such supplemental Trust Instrument. All expressions like “his”, “he” and “him” shall be deemed to include the feminine and neuter, as well as masculine, genders. Headings are placed herein for convenience of reference only and in case of any conflict, the text of this Trust Instrument rather than the headings shall control. This Trust Instrument may be executed in any number of counterparts each of which shall be deemed an original.
Section 9.5
Applicable Law
. The trust set forth in this instrument is made in the State of Delaware, and the Trust and this Trust Instrument, and the rights and obligations of the Trustees and Shareholders hereunder, shall be governed by and construed and administered according to the Act and the laws of said State; provided, however, that there shall not be applicable to the Trust, the Trustees or this Trust Instrument (a) the provisions of Sections 3540 and 3561 of Title 12 of the Delaware Code or (b) any provisions of the laws (statutory or common) of the State of Delaware (other than the Act) pertaining to trusts which relate to or regulate: (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (iv) fees or other sums payable to trustees, officers, agents or employees of a trust, (v) the allocation of receipts and expenditures to income or principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets, or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees, which are inconsistent with the limitations or liabilities or authorities and powers of the Trustees set forth or referenced in this Trust Instrument. The Trust shall be of the type commonly called a “statutory trust”, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust under Delaware law. The Trust specifically reserves the right to exercise any of the powers or privileges afforded to trusts or actions that may be engaged in by trusts under the Act, and the absence of a specific reference herein to any such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions.
Section 9.6
Amendments
. Except as specifically provided herein, the Trustees may, without Shareholder vote, amend or otherwise supplement this Trust Instrument by making an amendment hereto, a Trust Instrument supplemental hereto or an amended and restated trust instrument. Shareholders shall have the right to vote: (i) on any amendment which would affect their right to vote granted in Section 6.1, (ii) on any amendment to this Section 9.6, (iii) on any amendment for which such vote is required by the 1940 Act and (iv) on any amendment submitted to them by the Trustees. Any amendment required or permitted to be submitted to Shareholders which, as the Trustees determine, shall affect the Shareholders of one or more Series or Classes shall be authorized by vote of the Shareholders of each Series or Class affected and no vote of shareholders of a Series or Class not affected shall be required. Anything in this Trust Instrument to the contrary notwithstanding, no amendment to Article 8 hereof shall limit the rights to indemnification or insurance provided therein with respect to action or omission of any persons protected thereby prior to such amendment. The Trustees may without Shareholder vote, restate or amend or otherwise supplement the By-laws and the Certificate of Trust as the Trustees deem necessary or desirable.
Section 9.7
Fiscal Year
. The fiscal year of the Trust or any Series shall end on a specified date as determined from time to time by the Trustees.
Section 9.8
Provisions in Conflict with Law
. The provisions of this Trust Instrument are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Trust Instrument (including, if the context requires, any non-conflicting provisions contained in the same section or subsection as the conflicting provision); provided, however, that such determination shall not affect any of the remaining provisions of this Trust Instrument or render invalid or improper any action taken or omitted prior to such determination. If any provision of this Trust Instrument shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provisions in any other jurisdiction or any other provision of this Trust Instrument in any jurisdiction.
Section 9.9
Reliance by Third Parties
. Any certificate executed by an individual who, according to the records of the Trust or of any recording office in which this Trust Instrument may be recorded, appears to be a Trustee hereunder, certifying to (a) the number or identity of Trustees or Shareholders, (b) the due authorization of the execution of any instrument or writing, (c) the form of any vote passed at a meeting of Trustees or Shareholders, (d) the fact that the number of Trustees or Shareholders present at any meeting or executing any written instrument satisfies the requirements of this Trust Instrument, (e) the form of any By-laws adopted by or the identity of any officers elected by the Trustees, or (f) the existence of any fact or facts which in any manner relate to the affairs of the Trust, shall be conclusive evidence as to the matters so certified in favor of any person dealing with the Trustees and their successors.
IN WITNESS WHEREOF, the undersigned, being the Trustees of the Trust, have executed this Agreement and Declaration of Trust as of the 20
th
day of August 2009.
Jeffrey L. Steele, Trustee
Michael W. Stockton, Trustee
Jennifer L. Butler, Trustee
BY-LAWS
OF
WASHINGTON MUTUAL INVESTORS FUND
(the “Trust”)
ARTICLE 1
INTRODUCTION; DEFINITIONS
Any terms defined in the Trust’s Agreement and Declaration of Trust (the “Declaration”), as amended from time to time, shall have the same meaning when used herein.
These By-laws shall be subject to the Declaration. In the event of any inconsistency between the terms of these By-laws and the terms of the Declaration, the terms of the Declaration shall control.
ARTICLE 2
OFFICES
Section 2.01
Registered Agent
. The Trust shall maintain a registered agent in the State of Delaware, which agent shall initially be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Trustees may designate a successor resident agent, provided, however, that such appointment shall not become effective until written notice thereof is delivered to the office of the Secretary of State.
Section 2.02
Offices
. The Trust may have its principal office and other offices in such places within as well as without the State of Delaware as the Trustees may from time to time determine.
ARTICLE 3
SHAREHOLDERS
Section 3.01
Meetings
. Meetings of the Shareholders shall be held as provided in the Declaration at such place within or without the State of Delaware as the Trustees shall designate.
Section 3.02
Chairman and Secretary of Meetings of Shareholders
. The meetings of Shareholders shall be presided over by the Chairman. If the Chairman is not present, the meeting of Shareholders shall be presided over by the Vice Chairman, if any, or if he is not present, by the President, or if none of them is present, then any officer of the Trust appointed by the President to act on his or her behalf shall preside over such meetings. The Secretary, if present, shall act as a Secretary of such meetings, or if he is not present or is otherwise presiding over the meeting in another capacity, an Assistant Secretary, if any, shall so act. If neither the Secretary nor the Assistant Secretary is present or, if present, the Secretary is otherwise presiding over the meeting in another capacity, then any such person appointed by the Secretary to act on his behalf shall act as Secretary of such meetings.
Section 3.03
Conduct of Meetings of Shareholders
. The Trustees shall be entitled to make such rules and regulations for the conduct of meetings of the Shareholders as they shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Trustees, if any, the Chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such Chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to Shareholders of record of the Trust and their duly authorized and constituted proxies, and such other persons as the Chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants, and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot.
Section 3.04
Voting
. The Shareholders entitled to vote at any meeting of Shareholders shall be determined in accordance with the provisions of the Declaration, as in effect as of such time. On any matter other than election of Trustees, any Shareholder may vote part of the Shares in favor of the proposal and refrain from voting the remaining Shares or vote them against the proposal, but if the Shareholder fails to specify the number of Shares which the Shareholder is voting affirmatively, it will be conclusively presumed that the Shareholder’s approving vote is with respect to all of the Shares that such Shareholder is entitled to vote on such proposal.
ARTICLE 4
TRUSTEES
Section 4.01
Meetings
. Meetings of the Trustees may be held as provided in the Declaration at such place within or without the State of Delaware as the Trustees shall designate.
Section 4.02
Committees
. The Board of Trustees of the Trust (the “Board”) may, by resolution passed by a majority of the entire Board, designate one or more committees, each committee to consist of one or more of the Trustees. The Board may designate one or more Trustees as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If the Chairman is not an “interested person” of the Fund, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), he shall be an ex officio member of each committee of which he is not otherwise a member (other than any committee made up of one Trustee). An ex officio member of a committee may take part in discussions of that committee’s business, but shall not be considered for the purposes of calculating attendance, determining a quorum, voting or authorizing any action by such committee. Any committee of the Board, to the extent provided in a resolution or by applicable law, shall have and may exercise the powers of the Board in the management of the business and affairs of the Trust, provided, however, that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board and may operate pursuant to a written charter adopted by the Committee. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. Committee members (including ex officio members) shall be entitled to compensation from the Trust, and the Trustees may fix the amount of such compensation.
Section 4.03
Advisory Board
. The Board may create an Advisory Board of the Trust. The Board shall appoint the Advisory Board Members thereof, fix their compensation from time to time and determine the scope of the Advisory Board’s participation in the activities of the Trust.
Section 4.04
Trustees Emeritus
. The Board may appoint Trustees emeritus to act as advisors to the Board and may fix their compensation from time to time.
ARTICLE 5
OFFICERS
Section 5.01
Executive Officers
. The Board may appoint a Vice Chairman of the Board from among the Trustees, and shall appoint a President, a Principal Executive Officer, a Secretary and a Treasurer none of whom need be a Trustee. The Board may also appoint one or more Principal Investment Officers, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers and such other officers as the Board shall deem necessary or appropriate. None of the foregoing need be a Trustee. Any two or more of the above-mentioned offices, except those of President and Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument be required by law, by the Declaration, by these By-laws or by resolution of the Board to be executed by any two or more officers. Each such officer shall hold office until such officer’s successor shall have been duly appointed, or until such officer shall have resigned or shall have been removed. Any vacancy in any of the above offices may be filled for the unexpired portion of the term by the Board. The foregoing officers shall be agents of the Trust for purposes of the Act.
Section 5.02
Vice Chairman of the Board
. The Vice Chairman of the Board, if one be appointed, shall, when present and in the absence of the Chairman of the Board, preside at all meetings of the Shareholders and the Board, and shall perform such other duties as may from time to time be assigned by the Board of Trustees or as may be required by law.
Section 5.03
President
. In the absence of the Chairman or Vice Chairman of the Board, the President shall preside at all meetings of the Shareholders and of the Board at which the President is present, and in general shall perform all duties incident to the office of a president of a corporation, and such other duties as, from time to time, may be assigned by the Board.
Section 5.04
Vice Presidents
. The Vice President or Vice Presidents, including any Executive Vice President(s) or Senior Vice President(s), at the request of the President or in the President’s absence or during the President’s inability or refusal to act, shall perform the duties and exercise the functions of the President, and when so acting shall have the powers of the President. If there be more than one Vice President, the Board may determine which one or more of the Vice Presidents shall perform any such duties or exercise any of such functions, or if such determination is not made by the Board, the President may make such determination. The Vice President or Vice Presidents shall have such other powers and perform such other duties as may be assigned by the Board, the Chairman, or the President.
Section 5.05
Secretary and Assistant Secretaries
. The Secretary shall: keep the minutes of the meetings of the Shareholders, of the Board and of any committees, in books provided for the purpose; see that all notices are duly given in accordance with the provisions of the Declaration, these By-Laws or as required by law; be custodian of the records of the Trust; and in general perform all duties incident to the office of a secretary of a corporation, and such other duties as, from time to time, may be assigned by the Board, the Chairman of the Board, or the President.
The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board, the President or the Chairman of the Board, shall, in the absence of the Secretary, upon the delegation by the Secretary, or in the event of the Secretary’s inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.
Section 5.06
Treasurer and Assistant Treasurers
. The Treasurer shall: have charge of and be responsible for all funds, securities, receipts and disbursements of the Trust, and shall deposit, or cause to be deposited, in the name of the Trust, all moneys or other valuable effects of the Trust in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board; render to the President, the Chairman of the Board and to the Board, whenever requested, an account of the financial condition of the Trust; and in general perform all the duties incident to the office of a treasurer of a corporation, and such other duties as may be assigned by the Board, the President or the Chairman of the Board.
The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board, the President or the Chairman of the Board, shall, in the absence of the Treasurer, upon the delegation by the Treasurer, or in the event of the Treasurer’s inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.
Section 5.07
Subordinate Officers
. The Board may from time to time appoint such subordinate officers as it may deem desirable. Each such officer shall hold office for such period and perform such duties as the Board, the President or the Chairman of the Board may prescribe and shall be an agent of the Trust for purposes of the Act. The Board may, from time to time, authorize any committee or officer to appoint and remove subordinate officers and prescribe the duties thereof.
Section 5.08
Removal
. Any officer or agent of the Trust may be removed, with or without cause, by the Board whenever, in its judgment, the best interests of the Trust will be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed.
ARTICLE 6
CERTIFICATES
If the Board authorizes the issuance of certificates representing the Shares of beneficial interest of the Trust, such certificates shall be signed by the President, the Chairman of the Board or a Vice President and countersigned by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. The signatures may be either manual or facsimile signatures. No certificates shall be issued for fractional Shares. Such certificates shall be in such form, not inconsistent with law or with the Declaration, as shall be approved by the Board. In case any officer of the Trust who has signed any certificate ceases to be an officer of the Trust, whether because of death, resignation or otherwise, before such certificate is issued, the certificate may nevertheless be issued and delivered by the Trust as if the officer had not ceased to be such officer as of the date of its issue.
If the Board authorizes the issuance of certificates, the Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Trust alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or such owner’s legal representative, to advertise the same in such manner as it shall require and/or to give the Trust a bond in such sum as it may direct as indemnity against any claim that may be made against the Trust with respect to the certificate alleged to have been lost, stolen or destroyed.
ARTICLE 7
CUSTODY OF SECURITIES
All securities and cash of the Trust shall be held by a custodian meeting the requirements of Section 17 of the 1940 Act. The Trustees may also authorize the custodian to employ one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees. The Trust shall, upon the resignation or inability to serve of the custodian, use its best efforts to obtain a successor custodian; require that the cash and securities owned by the Trust be delivered directly to the successor custodian; and if no successor custodian can be found, the Trust shall function without a custodian and require that the cash and securities owned by the Trust be delivered directly to the Trust.
The Trustees may direct the custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, or such other person as may be permitted by the U.S. Securities and Exchange Commission, or otherwise in accordance with applicable law, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust. The Trustees may direct the custodian to accept written receipts or other written evidences indicating purchases of securities held in book-entry form in the Federal Reserve System in accordance with regulations promulgated by the Board of Governors of the Federal Reserve System and the local Federal Reserve Banks in lieu of receipt of certificates representing such securities.
ARTICLE 8
GENERAL PROVISIONS
Section 8.01
Checks
. All checks or demands for money and notes of the Trust shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.
Section 8.02
Representation of Shares
. Any officer of the Trust or such other person or persons as the Board may from time to time designate is authorized to vote, represent and exercise on behalf of the Trust any and all rights incident to any Shares or other securities of any corporation or other business enterprise owned by the Trust.
Section 8.03
Seal
. The Trustees may adopt a seal which shall be in such form and shall have such inscription thereon as the Trustees may from time to time prescribe.
Section 8.04
Inspection of Books
. Pursuant to Section 3819 of the Act, the Trustees shall from time to time determine whether and to what extent, and at what times and places, and under what conditions and regulations the accounts and books of the Trust, or any of them, shall be open to the inspection of the Shareholders; and no Shareholder shall have any right of inspecting any account or book or document of the Trust except as conferred by law or authorized by the Trustees.
Section 8.05
Execution of Contracts and Instruments
. The Trustees, except as otherwise provided in these By-laws or the Declaration, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in name and on behalf of the Trust and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Trustees or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Trust by contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.
Section 8.06
Severability
. The provisions of these By-laws are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of these By-laws (including, if the context requires, any non-conflicting provisions contained in the same section or subsection as the conflicting provision); provided, however, that such determination shall not affect any of the remaining provisions of these By-laws or render invalid or improper any action taken or omitted prior to such determination. If any provision of these By-laws shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provisions in any other jurisdiction or any other provision of these By-laws in any jurisdiction.
Section 8.07
Headings
. Headings are placed herein for convenience of reference only and in case of any conflict, the text of these By-laws rather than the headings shall control.
ARTICLE 9
AMENDMENTS
These By-laws may be altered, amended or repealed, or new By-laws may be adopted by a majority of the Trustees, without the consent of any Shareholder of the Trust.
WASHINGTON
MUTUAL
INVESTORS
FUND
INVESTMENT ADVISORY AGREEMENT
THIS INVESTMENT ADVISORY AGREEMENT, dated and effective as of the 1
st
day of July, 2010, is made and entered into by and between
WASHINGTON
MUTUAL INVESTORS
FUND, a Delaware Statutory Trust (the “Fund”), and CAPITAL RESEARCH AND MANAGEMENT COMPANY, a Delaware corporation (the “Investment Adviser”).
W I T N E S S E T H
WHEREAS
, the
Fund is an open-end diversified investment company of the management type, registered under the Investment Company Act of 1940, as amended (the “1940 Act”)
;
WHEREAS
, the
Investment Adviser is registered under the Investment Advisers Act of 1940, as amended, and is engaged in the business of providing investment advisory services to the Fund and to other investment companies
;
WHEREAS
, the Investment Adviser has served as the investment adviser of the Fund since its inception and the Fund and the Investment Adviser desire to renew, restate and re-formalize their relationship pursuant to Section 15 of the 1940 Act;
NOW, THEREFORE, in consideration of the premises and the mutual undertaking of the parties, it is covenanted and agreed as follows:
1. The Fund hereby employs the Investment Adviser to provide investment advisory services to the Fund. The Investment Adviser hereby accepts such employment and agrees to render the services to the extent herein set forth, for the compensation herein provided. The Investment Adviser shall, for all purposes herein, be deemed an independent contractor and not an agent of the Fund.
2. (a) The Investment Adviser will provide investment management services to the Fund, including overall supervisory responsibility for the general management and investment of the Fund’s assets
in accordance with the Fund’s investment standards and any eligible list of
securities
(“Eligible List”) established by the Board of Trustees
, giving due consideration to the policies
and
investment
criteria
of the Fund as expressed in the Fund’s declaration of trust, by-laws, registration statement under the 1940 Act and registration statement under the Securities Act of 1933, as amended (the “1933 Act”), as well as to the factors affecting the Fund’s status as a regulated investment company under the Internal Revenue Code of 1986, as amended.
The
Investment
Adviser shall submit recommendations to the Board of Trustees for additions to and/or deletions from the Eligible List. Securities recommended for addition shall in the opinion of the Investment Adviser comply with the Fund’s investment criteria. Securities which are recommended for deletion may include securities which in the opinion of the Investment Adviser do not so comply.
(b) The Investment Adviser may delegate its investment management responsibilities under paragraph 2(a), or a portion thereof, to one or more entities that are direct or indirect subsidiaries of the Investment Adviser or at least majority owned subsidiaries of The Capital Group Companies, Inc. and registered as investment advisers under the Investment Adviser’s Act of 1940 (each a “Subsidiary”), pursuant to an agreement between the Investment Adviser and the Subsidiary (the “Subsidiary Agreement”). Any Subsidiary to which the Investment Adviser proposes to delegate its investment management responsibilities must be approved by the Fund’s Board of Trustees, including a majority of the Trustees who are not parties to this Agreement nor interested persons of any such party (“Independent Trustees”).
(c) The Investment Adviser will, subject to review and approval of the Board of Trustees of the Fund: (i) set the Fund’s overall investment strategies; (ii) evaluate, select and recommend Subsidiaries to manage all or a part of the Fund’s assets; (iii) when appropriate, allocate and reallocate the Fund’s assets among multiple Subsidiaries; (iv) monitor and evaluate the performance of Subsidiaries; and (v) implement procedures reasonably designed to ensure that the Subsidiaries comply with the Fund’s investment objective, policies and restrictions. The Investment Adviser shall be solely responsible for paying the fees of any Subsidiary.
(d) Any Subsidiary Agreement may provide that the Subsidiary, subject to the control and supervision of the Fund’s Board of Trustees and the Investment Adviser, shall have full investment discretion for the Fund subject to the Fund’s policies and investment criteria, as indicated in paragraph 2(a), and shall make all determinations with respect to (i) the investment of the Fund’s assets assigned to the Subsidiary; (ii) the purchase and sale of portfolio securities
with those assets, and (iii) any steps that may be necessary to implement an investment decision. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the 1940 Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission (“SEC”), or similar relief. The Investment Adviser will periodically evaluate the continued advisability of retaining any Subsidiary and will make recommendations to the Fund’s Board of Trustees as needed.
(e) For each share class, the Investment Adviser shall calculate and promptly submit to the Fund,
the net
asset
value per
share for
each
day the Fund is required to calculate a net asset value per share.
(f) The Investment Adviser shall maintain all books and records with respect to the Fund’s investment management activities that are required to be maintained pursuant to the Investment Company Act of 1940 and the rules thereunder, as well as any other applicable legal requirements. The Investment Adviser acknowledges and agrees that all such records are the property of the Fund, and it shall maintain and preserve such records in accordance with applicable law and provide such records promptly to the Fund upon its request.
(g) The Investment Adviser shall prepare and submit to the Fund all data on the performance of its duties as investment adviser for required filings with governmental agencies or for the preparation of reports to the Board of Trustees or the shareholders of the Fund.
(h) The Investment Adviser shall furnish from time to time such other appropriate information as may be reasonably requested by the Fund.
|
3.
|
The Fund shall pay all its expenses not assumed by the Investment Adviser or the Fund’s Business Manager as provided herein. Such expenses shall include, but shall not be limited to, expenses incurred in connection with the organization of the Fund, its qualification to do business in the District of Columbia, and its registration as an investment company under the 1940 Act; custodian, stock transfer and dividend disbursing fees and expenses; service and distribution expenses pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act; expenses incurred for shareholder servicing, recordkeeping, transactional services, tax and informational returns and fund and shareholder communications; costs of designing and of printing and mailing to its shareholders reports, prospectuses, proxy statements, and notices to its shareholders; taxes; expenses of the issuance, sale, redemption, or repurchase of shares of the Fund (including registration and qualification expenses); legal and auditing fees and expenses; compensation, fees, and expenses paid to Independent Trustees; association dues; and costs of any share certificates, stationery and forms prepared exclusively for the Fund.
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4. (a) The Fund shall pay to the Investment Adviser on or before the tenth (10th) day of each month, as compensation for the services rendered by the Investment Adviser during the preceding month, a fee calculated at the annual rate of:
0.225% of the first $3 billion of such net assets
0.21% of the next $5 billion of such net assets
0.20% of the next $13 billion of such net assets
0.195% of the next $13 billion of such net assets
0.19% of the next $21 billion of such net assets
0.185% of the next $16 billion of such net assets
0.180% of the next $18 billion of such net assets
0.177% of the portion of such net assets in excess of $89 billion.
(b) Such fee shall be accrued daily and the daily rate shall be computed based on the actual number of days per year. For the purposes hereof, the net assets of the Fund shall be determined in the manner set forth in the agreement and declaration of trust and registration statement of the Fund. The advisory fee shall be payable for the period commencing on the date on which operations of the Fund begin and ending on the date of termination hereof and shall be prorated for any fraction of a month at the beginning or the termination of such period.
5. This Agreement may be terminated at any time, without payment of any penalty, by the Trustees of the Fund or by vote of a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Fund, on sixty (60) days’ written notice to the Investment Adviser, or by the Investment Adviser on like notice to the Fund. Unless sooner terminated in accordance with this provision, this Agreement shall continue until August 31, 2011. It may thereafter be renewed from year to year by mutual consent, provided that such renewal shall be specifically approved at least annually by the Board of Trustees of the Fund, or by vote of a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Fund. In either event, any such renewal must be approved by a majority of the Independent Trustees at a meeting called for the purpose of voting on such approval.
6. This Agreement shall not be assignable by either party hereto, and in the event of assignment (within the meaning of the 1940 Act) by the Investment Adviser shall automatically be terminated forthwith.
7. Nothing contained in this Agreement shall be construed to prohibit the Investment Adviser from performing investment advisory, management, or distribution services for other investment companies and other persons or companies, nor to prohibit affiliates of the Investment Adviser from engaging in such businesses or in other related or unrelated businesses.
8. The Investment Adviser shall not be liable to the Fund or its shareholders for any error of judgment, for any mistake of law, for any loss arising out of any investment or for any act, or omission not involving willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties hereunder.
9. The obligations of the Fund under this Agreement are not binding upon any of the Trustees, officers, employees, agents or shareholders of the Fund individually, but bind only the Fund’s estate. The Investment Adviser agrees to look solely to the assets of the Fund for the satisfaction of any liability in respect of the Fund under this Agreement and will not seek recourse against such Trustees, officers, employees, agents or shareholders, or any of them, or any of their personal assets for such satisfaction.
10. The Fund acknowledges and agrees that the names, “American Funds” and “Capital” or any derivatives thereof or logo associated with those names are the valuable property of the Investment Adviser and its affiliates, and that the Fund shall have the right to use such names (or derivatives or logos) only so long as this Agreement shall continue in effect. Upon termination of this Agreement, the Fund shall forthwith cease to use such names (or derivatives or logos).
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate original by their duly authorized officers.
WASHINGTON MUTUAL INVESTORS FUND
President and Principal Executive
Officer
Michael W. Stockton
Senior Vice President
CAPITAL RESEARCH AND
MANAGEMENT COMPANY
President
Michael J. Downer
Senior Vice President and Secretary
PRINCIPAL UNDERWRITING AGREEMENT
THIS PRINCIPAL UNDERWRITING AGREEMENT, is between WASHINGTON MUTUAL INVESTORS FUND, a Delaware statutory trust (the "Fund"), and AMERICAN FUNDS DISTRIBUTORS, INC., a California corporation (the "Distributor").
W I T N E S S E T H:
WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end diversified investment company which offers sixteen classes of shares of beneficial interest, designated as Class A shares, Class B shares, Class C shares, Class F-1 shares, Class F-2 shares, Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares, Class 529-F-1 shares, Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares, Class R-5 shares, and Class R-6 shares, and it is a part of the business of the Fund, and affirmatively in the interest of the Fund, to offer shares of the Fund either from time to time or continuously as determined by the Fund
'
s officers subject to authorization by its Board of Trustees;
WHEREAS, the Distributor is engaged in the business of promoting the distribution of shares of investment companies through securities broker-dealers; and
WHEREAS, the Fund and the Distributor wish to enter into an agreement with each other to promote the distribution and servicing of the shares of the Fund and of all series or classes of the Fund which may be established in the future;
NOW, THEREFORE, the parties agree as follows:
1. (a) The Distributor shall be the exclusive principal underwriter for the sale of the shares of the Fund and of each series or class of the Fund which may be established in the future, except as otherwise provided pursuant to the following subsection (b). The terms "shares of the Fund" or "shares" as used herein shall mean shares of beneficial interest of the Fund and each series or class which may be established in the future and become covered by this Agreement in accordance with Section 31 of this Agreement.
(b) The Fund may, upon 60 days written notice to the Distributor, from time to time designate other principal underwriters of its shares with respect to areas other than the North American continent, Hawaii, Puerto Rico, and such countries or other jurisdictions as to which the Fund may have expressly waived in writing its right to make such designation. In the event of such designation, the right of the Distributor under this Agreement to sell shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full force and effect until terminated in accordance with the other provisions hereof.
2. In the sale of shares of the Fund, the Distributor shall act as agent of the Fund except in any transaction in which the Distributor sells such shares as a dealer to the public, in which event the Distributor shall act as principal for its own account.
3. The Fund shall sell shares only through the Distributor, except that the Fund may, to the extent permitted by the 1940 Act and the rules and regulations promulgated thereunder or pursuant thereto, at any time:
(a) issue shares to any corporation, association, trust, partnership or other organization, or its, or their, security holders, beneficiaries or members, in connection with a merger, consolidation or reorganization to which the Fund is a party, or in connection with the acquisition of all or substantially all the property and assets of such corporation, association, trust, partnership or other organization;
(b) issue shares at net asset value to the holders of shares of capital stock or beneficial interest of other investment companies served as investment adviser by any affiliated company or companies of The Capital Group Companies, Inc., to the extent of all or any portion of amounts received by such shareholders upon redemption or repurchase of their shares by the other investment companies;
(c) issue shares at net asset value to its shareholders in connection with the reinvestment of dividends paid and other distributions made by the Fund;
(d) issue shares at net asset value to persons entitled to purchase shares at net asset value without sales charge or contingent deferred sales charge as described in the Fund's current Registration Statement in effect under the Securities Act of 1933, as amended, for each series issued by the Fund at the time of such offer or sale.
4. The Distributor shall devote its best efforts to the sale of shares of the Fund and shares of any other mutual funds served as investment adviser by affiliated companies of The Capital Group Companies, Inc., and insurance contracts funded by shares of such mutual funds, for which the Distributor has been authorized to act as principal underwriter for the sale of shares. The Distributor shall maintain a sales organization suited to the sale of shares of the Fund and shall use its best efforts to effect such sales in jurisdictions as to which the Fund shall have expressly waived in writing its right to designate another principal underwriter pursuant to subsection 1(b) hereof, and shall effect and maintain appropriate qualification to do so in all those jurisdictions in which it sells or offers shares for sale and in which qualification is required.
5. Within the United States of America, all dealers to whom the Distributor shall offer and sell shares must be duly licensed and qualified to sell shares of the Fund. Shares sold to dealers shall be for resale by such dealers only at the public offering price set forth in the current summary prospectus and/or prospectus of the Fund's Registration Statement in effect under the Securities Act of 1933, as amended ("Prospectus"). The Distributor shall not, without the consent of the Fund, sell or offer for sale any shares of a series or class issued by the Fund other than as principal underwriter pursuant to this Agreement.
6. In its sales to dealers, it shall be the responsibility of the Distributor to ensure that such dealers are appropriately qualified to transact business in the shares under applicable laws, rules and regulations promulgated by such national, state, local or other governmental or quasi-governmental authorities as may in a particular instance have jurisdiction.
7. The applicable public offering price of shares shall be the price which is equal to the net asset value per share, as shall be determined by the Fund in the manner and at the time or times set forth in and subject to the provisions of the Prospectus of the Fund.
8. All orders for shares received by the Distributor shall, unless rejected by the Distributor or the Fund, be accepted by the Distributor immediately upon receipt and confirmed at an offering price determined in accordance with the provisions of the Prospectus and the 1940 Act, and applicable rules in effect thereunder. The Distributor shall not hold orders subject to acceptance nor otherwise delay their execution. The provisions of this Section shall not be construed to restrict the right of the Fund to withhold shares from sale under Section 26 hereof.
9. The Fund or its transfer agent shall be promptly advised of all orders received, and shall cause shares to be issued upon payment therefor in New York or Los Angeles Clearing House Funds.
10. The Distributor shall adopt and follow procedures as approved by the officers of the Fund for the confirmation of sales to dealers, the collection of amounts payable by dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the Securities and Exchange Commission or the Financial Industry Regulatory Authority ("FINRA"), as such requirements may from time to time exist.
11. The Distributor, as principal underwriter under this Agreement for Class A shares, shall receive (i) that part of the sales charge which is retained by the Distributor after allowance of discounts to dealers, unless waived by the Distributor for certain qualified fee-based programs, as set forth in the Prospectus of the Fund, and (ii) amounts payable to the Distributor pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class A shares.
12. The Distributor, as principal underwriter under this agreement for Class B shares shall receive (i) distribution fees as commissions for the sale of Class B shares and contingent deferred sales charges ("CDSC") (as defined below), as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class B shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class B shares (the "Class B Plan").
(a) In accordance with the Class B Plan, and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor provision thereto), the Fund shall pay to the Distributor or, at the Distributor's direction, to a third-party, monthly in arrears on or prior to the 10
th
business day of the following calendar month, the Distributor's Allocable Portion (as defined below) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B shares of the Fund outstanding on such day. The Fund agrees to withhold from redemption proceeds of the Class B shares, the Distributor's Allocable Portion of any CDSCs payable with respect to the Class B shares, as provided in the Fund's Prospectus, and to pay the same over to the Distributor or, at the Distributor's direction to a third-party, at the time the redemption proceeds are payable to the holder of such shares redeemed. Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Class B Plan.
(b) For purposes of this Agreement, the term "Allocable Portion" of Distribution Fees and CDSCs payable with respect to Class B shares shall mean the portion of such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached hereto as Schedule A.
(c) The Distributor shall be considered to have completely earned the right to the payment of its Allocable Portion of the Distribution Fees and the right to payment of its Allocable Portion of the CDSCs with respect to each "Commission Share" (as defined in the Allocation Schedule attached hereto as Schedule A) upon the settlement date of such Commission Share taken into account in determining the Distributor's Allocable Portion of Distribution Fees.
(d) The provisions set forth in Section 1 of the Class B Plan (in effect on the date hereof) relating to Class B shares, together with the related definitions are hereby incorporated into this Section 12 by reference with the same force and effect as if set forth herein in their entirety.
13. The Distributor, as principal underwriter under this agreement for Class C shares shall receive (i) distribution fees as commissions for the sale of Class C shares and CDSCs, as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class C shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class C shares (the "Class C Plan").
(a) In accordance with the Class C Plan, and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor provision thereto), the Fund shall pay to the Distributor, no more frequently than monthly in arrears within 30 days of receipt of an invoice for payment, the Distributor's Allocable Portion (as defined below) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the daily equivalent of 0.75% per annum of the net asset value of the Class C shares outstanding on such day. The Fund agrees to withhold from redemption proceeds of the Class C shares, the Distributor's Allocable Portion of any CDSCs payable with respect to the Class C shares, as provided in the Fund's Prospectus and to pay the same over to the Distributor, or, at the Distributor's direction to a third party, at the time the redemption proceeds are payable to the holder of such shares redeemed. Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Class C Plan.
(b) For purposes of this Agreement, the term "Allocable Portion" of Distribution Fees and CDSCs payable with respect to Class C shares shall mean the portion of such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached hereto as Schedule B.
(c) The Distributor shall be considered to have completely earned the right to the payment of its Allocable Portion of the Distribution Fees and the right to payment of its Allocable Portion of the CDSCs with respect to each "Commission Share" (as defined in the Allocation Schedule attached hereto as Schedule B) upon the settlement date of such Commission Share taken into account in determining the Distributor's Allocable Portion of Distribution Fees.
(d) The provisions set forth in Section 1 of the Class C Plan (in effect on the date hereof) relating to Class C shares, together with the related definitions are hereby incorporated into this Section 13 by reference with the same force and effect as if set forth herein in their entirety.
14.
The Distributor, as principal underwriter under this agreement for Class F-1 shares shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class F-1 shares as compensation for the sale of Class F-1 shares as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class F-1 shares. The payment of distribution and service fees is pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class F-1 shares (the "Class F-1 Plan"). The actual amounts paid shall be determined by the Board of Trustees of the Fund.
15.
The Distributor, as principal underwriter under this Agreement for Class F-2 shares, shall receive no compensation.
16. The Distributor, as principal underwriter under this Agreement for Class 529-A shares, shall receive (i) that part of the sales charge which is retained by the Distributor after allowance of discounts to dealers, unless waived by the Distributor for certain qualified fee-based programs, as set forth in the Prospectus of the Fund, and (ii) amounts payable to the Distributor pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-A shares. The actual amounts paid shall be determined by the Board of Trustees of the Fund.
17. The Distributor, as principal underwriter under this agreement for Class 529-B shares shall receive (i) distribution fees as compensation for the sale of Class 529-B shares and CDSCs, as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-B shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-B shares (the "Class 529-B Plan").
(a) In accordance with the Class 529-B Plan, and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor provision thereto), the Fund shall pay to the Distributor or, at the Distributor's direction, to a third-party, monthly in arrears on or prior to the 10
th
business day of the following calendar month, the Distributor's Allocable Portion (as defined below) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class 529-B shares of the Fund outstanding on such day. The Fund agrees to withhold from redemption proceeds of the Class 529-B shares, the Distributor's Allocable Portion of any CDSCs payable with respect to the Class 529-B shares, as provided in the Fund's Prospectus, and to pay the same over to the Distributor or, at the Distributor's direction to a third party, at the time the redemption proceeds are payable to the holder of such shares redeemed. Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Class 529-B Plan.
(b) For purposes of this Agreement, the term "Allocable Portion" of Distribution Fees and CDSCs payable with respect to Class 529-B shares shall mean the portion of such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached hereto as Schedule C.
(c) The Distributor shall be considered to have completely earned the right to the payment of its Allocable Portion of the Distribution Fees and the right to payment of its Allocable Portion of the CDSCs with respect to each "Commission Share" (as defined in the Allocation Schedule attached hereto as Schedule C) upon the settlement date of such Commission Share taken into account in determining the Distributor's Allocable Portion of Distribution Fees.
(d) The provisions set forth in Section 1 of the Class 529-B Plan (in effect on the date hereof) relating to Class 529-B shares, together with the related definitions are hereby incorporated into this Section 17 by reference with the same force and effect as if set forth herein in their entirety.
18. The Distributor, as principal underwriter under this agreement for Class 529-C shares shall receive (i) distribution fees as compensation for the sale of Class 529-C shares and CDSCs, as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-C shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-C shares (the "Class 529-C Plan").
(a) In accordance with the Class 529-C Plan, and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor provision thereto), the Fund shall pay to the Distributor, no more frequently than monthly in arrears within 30 days of receipt of an invoice for payment, the Distributor's Allocable Portion (as defined below) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class 529-C shares of the Fund outstanding on such day. The Fund agrees to withhold from redemption proceeds of the Class 529-C shares, the Distributor's Allocable Portion of any CDSCs payable with respect to the Class 529-C shares, as provided in the Fund's Prospectus, and to pay the same over to the Distributor or, at the Distributor's direction to a third party, at the time the redemption proceeds are payable to the holder of such shares redeemed. Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Class 529-C Plan.
(b) For purposes of this Agreement, the term "Allocable Portion" of Distribution Fees and CDSCs payable with respect to Class 529-C shares shall mean the portion of such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached hereto as Schedule D.
(c) The Distributor shall be considered to have completely earned the right to the payment of its Allocable Portion of the Distribution Fees and the right to payment of its Allocable Portion of the CDSCs with respect to each "Commission Share" (as defined in the Allocation Schedule attached hereto as Schedule D) upon the settlement date of such Commission Share taken into account in determining the Distributor's Allocable Portion of Distribution Fees.
(d) The provisions set forth in Section 1 of the Class 529-C Plan (in effect on the date
hereof
) relating to Class 529-C shares, together with the related definitions are hereby incorporated into this Section 18 by reference with the same force and effect as if set forth herein in their entirety.
19. The Distributor, as principal underwriter under this agreement for Class 529-E shares shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-E shares as compensation for the sale of Class 529-E shares as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-E shares. The payment of distribution and service fees is pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-E shares (the "Class 529-E Plan"). The actual amounts paid shall be determined by the Board of Trustees of the Fund.
20. The Distributor, as principal underwriter under this agreement for Class 529-F-1 shares, shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-F-1 shares as compensation for the sale of Class 529-F-1 shares as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-F-1 shares. The payment of distribution and service fees is pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-F-1 shares (the "Class 529-F-1 Plan"). The actual amounts paid shall be determined by the Board of Trustees of the Fund.
21. The Distributor, as principal underwriter under this agreement for each of the Class R shares shall receive (i) distribution fees as compensation for the sale of Class R-1, R-2, R-3, R-4, R-5 and R-6 shares (collectively, "Class R shares"), and (ii) shareholder service fees as set forth below. The payment of distribution and service fees is pursuant to the Fund's various Plans of Distribution under Rule 12b-1 under the 1940 Act relating to each of the Class R shares (the "Class R Plans"). For purposes of the following chart the fee rates represent annual fees as a percentage of average daily net assets of the respective share class. Fees shall accrue daily and be paid monthly. The actual amounts paid shall be determined by the Board of Trustees of the Fund.
Share Class
Distribution Fee
Service Fee
Class R-1 0.75%
0.25%
Class R-2 0.50%
0.25%
Class R-3 0.25%
0.25%
Class R-4 0.00%
0.25%
Class R-5 0.00%
0.00%
Class R-6 0.00%
0.00%
22. The Fund agrees to use its best efforts to maintain its registration as a diversified open-end management investment company under the 1940 Act.
23. The Fund agrees to use its best efforts to maintain an effective Prospectus under the Securities Act of 1933, as amended, and warrants that such Prospectus will contain all statements required by and will conform with the requirements of such Securities Act of 1933 and the rules and regulations thereunder, and that no part of any such Prospectus, at the time the Registration Statement of which it is a part becomes effective, will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading (excluding any information provided by the Distributor in writing for inclusion in the Prospectus). The Distributor agrees and warrants that it will not in the sale of shares use any Prospectus, advertising or sales literature not approved by the Fund or its officers nor make any untrue statement of a material fact nor omit the stating of a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading. The Distributor agrees to indemnify and hold the Fund harmless from any and all loss, expense, damage and liability resulting from a breach of the agreements and warranties contained in this Section, or from the use of any sales literature, information, statistics or other aid or device employed in connection with the sale of shares.
24. The expense of each printing of each Prospectus and each revision thereof or addition thereto deemed necessary by the Fund's officers to meet the requirements of applicable laws shall be divided between the Fund, the Distributor and any other principal underwriter of the shares of the Fund as follows:
(a) the Fund shall pay the typesetting and make-ready charges;
(b) the printing charges shall be prorated between the Fund, the Distributor, and any other principal underwriter(s) in accordance with the number of copies each receives; and
(c) expenses incurred in connection with the foregoing, other than to meet the requirements of the Securities Act of 1933, as amended, or other applicable laws, shall be borne by the Distributor, except in the event such incremental expenses are incurred at the request of any other principal underwriter(s), in which case such incremental expenses shall be borne by the principal underwriter(s) making the request.
25. The Fund agrees to use its best efforts to qualify and maintain the qualification of an appropriate number of the shares of each series or class it offers for sale under the securities laws of such states as the Distributor and the Fund may approve. Any such qualification for any series or class may be withheld, terminated or withdrawn by the Fund at any time in its discretion. The expense of qualification and maintenance of qualification shall be borne by the Fund, but the Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund or its counsel in connection with such qualifications.
26. The Fund may withhold shares of any series or class from sale to any person or persons or in any jurisdiction temporarily or permanently if, in the opinion of its counsel, such offer or sale would be contrary to law or if the Trustees or the President or any Vice President of the Fund determines that such offer or sale is not in the best interest of the Fund. The Fund will give prompt notice to the Distributor of any withholding and will indemnify it against any loss suffered by the Distributor as a result of such withholding by reason of non-delivery of shares of any series or class after a good faith confirmation by the Distributor of sales thereof prior to receipt of notice of such withholding.
27. (a) This Agreement may be terminated at any time, without payment of any penalty, as to the Fund or any series on sixty (60) days written notice by the Distributor to the Fund.
(b) This Agreement may be terminated as to the Fund or any series or class by either party upon five (5) days written notice to the other party in the event that the Securities and Exchange Commission has issued an order or obtained an injunction or other court order suspending effectiveness of the Registration Statement covering the shares of the Fund or such series or class.
(c) This Agreement may be terminated as to the Fund or any series or class by the Fund upon five (5) days written notice to the Distributor provided either of the following events has occurred:
(i) FINRA has expelled the Distributor or suspended its membership in that organization; or
(ii) the qualification, registration, license or right of the Distributor to sell shares of any series in a particular state has been suspended or canceled by the State of California or any other state in which sales of the shares of the Fund or such series during the most recent 12-month period exceeded 10% of all shares of such series sold by the Distributor during such period.
(d) This Agreement may be terminated as to the Fund or any series or class at any time on sixty (60) days written notice to the Distributor without the payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund or such series or class.
28. This Agreement shall not be assignable by either party hereto and in the event of assignment shall automatically terminate forthwith. The term "assignment" shall have the meaning set forth in the 1940 Act. Notwithstanding this Section, this Agreement, with respect to the Fund's Class B and Class 529-B shares, has been approved in accordance with Section 31 in anticipation of the Distributor's transfer of its Allocable Portion of Distribution Fees and CDSCs (but not its obligations under this Agreement) to a third-party pursuant to a "Purchase and Sale Agreement" in order to raise funds to cover distribution expenditures, and such transfer will not cause a termination of this Agreement. If Distributor determines to transfer its Allocable Portion of Distribution Fees and CDSCs in respect of Class C or Class 529-C shares to a third party, such transfer shall not cause a termination of this Agreement.
29. No provision of this Agreement shall protect or purport to protect the Distributor against any liability to the Fund or holders of its shares for which the Distributor would otherwise be liable by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Distributor’s obligations under this Agreement.
30. This Agreement shall become effective on July 1, 2010. Unless sooner terminated in accordance with the other provisions hereof, this Agreement shall continue in effect until August 31, 2011, and shall continue in effect from year to year thereafter but only so long as such continuance is specifically approved at least annually by (i) the vote of a majority of the Independent Trustees of the Fund cast in person at a meeting called for the purpose of voting on such approval, and (ii) the vote of either a majority of the entire Board of Trustees of the Fund or a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Fund.
31. If the Fund shall at any time issue shares in more than one series or class, this Agreement shall take effect with respect to such series or class of the Fund which may be established in the future at such time as it has been approved as to such series or class by vote of the Board of Trustees and the Independent Trustees in accordance with Section 30. The Agreement as approved with respect to any series or class shall specify the compensation payable to the Distributor pursuant to Sections 11 through 21, as well as any provisions which may differ from those herein with respect to such series, subject to approval in writing by the Distributor.
32. This Agreement may be approved, amended, continued or renewed with respect to a series or class as provided herein notwithstanding such approval, amendment, continuance or renewal has not been effected with respect to any one or more other series or class of the Fund.
33. This Agreement shall be construed under and shall be governed by the laws of the State of California, and the parties hereto agree that proper venue of any action with respect hereto shall be Los Angeles County, California.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate original by their officers thereunto duly authorized, as of July 1, 2010.
AMERICAN FUNDS DISTRIBUTORS, INC. WASHINGTON MUTUAL INVESTORS FUND
By:
By:
Kevin G. Clifford Jeffrey L. Steele
President President and
Principal Executive Officer
By:
By:
David M. Givner Michael W. Stockton
Secretary Senior Vice President
SCHEDULE A
to the
Principal Underwriting Agreement
ALLOCATION SCHEDULE
The following relates solely to Class B shares.
The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class B shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class B shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class B shares shall be allocated among the Distributor and any successor distributor ("
Successor Distributor
") in accordance with this Schedule.
Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the "Distribution Agreement"), of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:
"
Commission Share
" means each B share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any B share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.
"
Date of Original Issuance
" means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.
"
Free Share
" means, in respect of a Fund, each B share of the Fund, other than a Commission Share (including, without limitation, any B share issued in connection with the reinvestment of dividends or capital gains).
"
Inception Date
" means in respect of a Fund, the first date on which the Fund issued shares.
"
Net Asset Value
" means the net asset value determined as set forth in the Prospectus of each Fund.
“
Omnibus Share
” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”). If, subsequent to the Successor Distributor becoming exclusive distributor of the Class B shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that NonOmnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.
PART I: ATTRIBUTION OF CLASS B SHARES
Class B shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;
(1)
Commission Shares other than Omnibus Shares
:
(a) Commission Shares that are not Omnibus Shares ("Non-Omnibus Commission Shares") attributed to the Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class B shares of the Fund.
(b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class B shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class B shares of the Fund.
(c) A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the "
Redeeming Fund
") in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.
(2)
Free Shares
:
Free Shares that are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date;
provided
that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
(3)
Omnibus Shares
:
Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date;
provided
that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
PART II: ALLOCATION OF CDSCs
(1)
CDSCs Related to the Redemption of Non-Omnibus Commission Shares
:
CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.
(2)
CDSCs Related to the Redemption of Omnibus Shares
:
CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof;
provided
, that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.
PART III: ALLOCATION OF DISTRIBUTION FEE
Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:
(1) The portion of the aggregate Distribution Fee accrued in respect of all Class B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:
(A + C)/2
(B + D)/2
where:
A =
|
The aggregate Net Asset Value of all Class B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month
|
B =
|
The aggregate Net Asset Value of all Class B shares of a Fund at the beginning of such calendar month
|
C =
|
The aggregate Net Asset Value of all Class B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month
|
D =
|
The aggregate Net Asset Value of all Class B shares of a Fund at the end of such calendar month
|
(2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:
(A)/(B)
where:
A =
|
Average Net Asset Value of all such Class B shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be
|
B =
|
Total average Net Asset Value of all such Class B shares of a Fund for such calendar month
|
PART IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION
The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class B shares relating to a Fund shall be adjusted by agreement among the relevant parties;
provided
,
however
, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the NASD Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.
SCHEDULE B
to the
Principal Underwriting Agreement
ALLOCATION SCHEDULE
The following relates solely to Class C shares.
The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class C shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class C shares shall be allocated among the Distributor and any successor distributor ("
Successor Distributor
") in accordance with this Schedule. At such time as the Distributor's Allocable Portion of the Distribution Fees equals zero, the Successor Distributor shall become the Distributor for purposes of this Allocation Schedule.
Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the "Distribution Agreement"), of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:
"
Commission Share
" means each C share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any C share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.
"
Date of Original Issuance
" means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.
"
Free Share
" means, in respect of a Fund, each C share of the Fund, other than a Commission Share (including, without limitation, any C share issued in connection with the reinvestment of dividends or capital gains).
"
Inception Date
" means in respect of a Fund, the first date on which the Fund issued shares.
"
Net Asset Value
" means the net asset value determined as set forth in the Prospectus of each Fund.
"
Omnibus Share
" means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account ("
Omnibus Selling Agents
"). If, subsequent to the Successor Distributor becoming exclusive distributor of the Class C shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner as Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.
PART I: ATTRIBUTION OF CLASS C SHARES
Class C shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;
(1)
Commission Shares other than Omnibus Shares
:
(a) Commission Shares that are not Omnibus Shares ("Non-Omnibus Commission Shares") attributed to the Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).
(b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class C shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).
(c) A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the "
Redeeming Fund
") in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.
(2)
Free Shares
:
Free Shares that are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date;
provided
that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
(3)
Omnibus Shares
:
Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date;
provided
that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
PART II: ALLOCATION OF CDSCs
(1)
CDSCs Related to the Redemption of Non-Omnibus Commission Shares
:
CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.
(2)
CDSCs Related to the Redemption of Omnibus Shares
:
CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof;
provided
, that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.
PART III: ALLOCATION OF DISTRIBUTION FEE
Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:
(1) The portion of the aggregate Distribution Fee accrued in respect of all Class C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:
(A + C)/2
(B + D)/2
where:
A =
|
The aggregate Net Asset Value of all Class C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month
|
B =
|
The aggregate Net Asset Value of all Class C shares of a Fund at the beginning of such calendar month
|
C =
|
The aggregate Net Asset Value of all Class C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month
|
D =
|
The aggregate Net Asset Value of all Class C shares of a Fund at the end of such calendar month
|
(2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:
(A)/(B)
where:
A =
|
Average Net Asset Value of all such Class C shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be
|
|
B =
|
Total average Net Asset Value of all such Class C shares of a Fund for such calendar month
|
PART IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION
The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class C shares relating to a Fund shall be adjusted by agreement among the relevant parties;
provided
, however, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the NASD Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.
SCHEDULE C
to the
Principal Underwriting Agreement
ALLOCATION SCHEDULE
The following relates solely to Class 529-B shares.
The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-B shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-B shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-B shares shall be allocated among the Distributor and any successor distributor ("
Successor Distributor
") in accordance with this Schedule.
Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the "Distribution Agreement"), of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:
"
Commission Share
" means each 529-B share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any 529-B share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.
"
Date of Original Issuance
" means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.
"
Free Share
" means, in respect of a Fund, each 529-B share of the Fund, other than a Commission Share (including, without limitation, any 529-B share issued in connection with the reinvestment of dividends or capital gains).
"
Inception Date
" means in respect of a Fund, the first date on which the Fund issued shares.
"
Net Asset Value
" means the net asset value determined as set forth in the Prospectus of each Fund.
“
Omnibus Share
” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”). If, subsequent to the Successor Distributor becoming exclusive distributor of the Class 529-B shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.
PART I: ATTRIBUTION OF CLASS 529-B SHARES
Class 529-B shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;
(1)
Commission Shares other than Omnibus Shares
:
(a) Commission Shares that are not Omnibus Shares ("Non-Omnibus Commission Shares") attributed to the Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class 529-B shares of the Fund.
(b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class 529-B shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-B shares of the Fund.
(c) A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the "
Redeeming Fund
") in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.
(2)
Free Shares
:
Free Shares that are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date;
provided
that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
(3)
Omnibus Shares
:
Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date;
provided
that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
PART II: ALLOCATION OF CDSCs
(1)
CDSCs Related to the Redemption of Non-Omnibus Commission Shares
:
CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.
(2)
CDSCs Related to the Redemption of Omnibus Shares
:
CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof;
provided
, that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.
PART III: ALLOCATION OF DISTRIBUTION FEE
Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:
(1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:
(A + C)/2
(B + D)/2
where:
A =
|
The aggregate Net Asset Value of all Class 529-B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month
|
B =
|
The aggregate Net Asset Value of all Class 529-B shares of a Fund at the beginning of such calendar month
|
C =
|
The aggregate Net Asset Value of all Class 529-B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month
|
D =
|
The aggregate Net Asset Value of all Class 529-B shares of a Fund at the end of such calendar month
|
(2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:
(A)/(B)
where:
A =
|
Average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be
|
B =
|
Total average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month
|
PART IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION
The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class 529-B shares relating to a Fund shall be adjusted by agreement among the relevant parties;
provided
,
however
, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the NASD Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.
SCHEDULE D
to the
Principal Underwriting Agreement
ALLOCATION SCHEDULE
The following relates solely to Class 529-C shares.
The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-C shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-C shares shall be allocated among the Distributor and any successor distributor ("
Successor Distributor
") in accordance with this Schedule. At such time as the Distributor's Allocable Portion of the Distribution Fees equals zero, the Successor Distributor shall become the Distributor for purposes of this Allocation Schedule.
Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the "Distribution Agreement"), of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:
"
Commission Share
" means each 529-C share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any 529-C share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.
"
Date of Original Issuance
" means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.
"
Free Share
" means, in respect of a Fund, each 529-C share of the Fund, other than a Commission Share (including, without limitation, any 529-C share issued in connection with the reinvestment of dividends or capital gains).
"
Inception Date
" means in respect of a Fund, the first date on which the Fund issued shares.
"
Net Asset Value
" means the net asset value determined as set forth in the Prospectus of each Fund.
"
Omnibus Share
" means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account ("
Omnibus Selling Agents"
). If, subsequent to the Successor Distributor becoming exclusive distributor of the Class 529-C shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.
PART I: ATTRIBUTION OF CLASS 529-C SHARES
Class 529-C shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;
(1)
Commission Shares other than Omnibus Shares
:
(a) Commission Shares that are not Omnibus Shares ("Non-Omnibus Commission Shares") attributed to the Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class 529-C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).
(b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class 529-C shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).
(c) A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the "
Redeeming Fund
") in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.
(2)
Free Shares
:
Free Shares that are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date;
provided
that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
(3)
Omnibus Shares
:
Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date;
provided
that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
PART II: ALLOCATION OF CDSCs
(1)
CDSCs Related to the Redemption of Non-Omnibus Commission Shares
:
CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.
(2)
CDSCs Related to the Redemption of Omnibus Shares
:
CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof;
provided
, that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.
PART III: ALLOCATION OF DISTRIBUTION FEE
Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:
(1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:
(A + C)/2
(B + D)/2
where:
A =
|
The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month
|
B =
|
The aggregate Net Asset Value of all Class 529-C shares of a Fund at the beginning of such calendar month
|
C =
|
The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month
|
D =
|
The aggregate Net Asset Value of all Class 529-C shares of a Fund at the end of such calendar month
|
(2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:
(A)/(B)
where:
A =
|
Average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be
|
B =
|
Total average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month
|
PART IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION
The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class 529-C shares relating to a Fund shall be adjusted by agreement among the relevant parties;
provided
, however, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the NASD Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.
American Funds Distributors, Inc.
|
Los Angeles, California 90071
Telephone 800/421-5475, ext. 8
Form Of
Selling Group Agreement
Ladies and Gentlemen:
We have entered into a principal underwriting agreement with each Fund in The American Funds group (Funds) under which we are appointed exclusive agent for the sale of shares. As such agent we offer to sell to you as a member of a Selling Group, shares of the Funds as are qualified for sale in your state, on the terms set forth below. We are acting as an underwriter within the meaning of the applicable rules of the NASD. In addition, we are the distributor of CollegeAmerica (Program), a college savings program as described in Section 529 of the Internal Revenue Code.
1. Authorization to Sell
You are to offer and sell shares only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. This Agreement on your part runs to us and to the respective Funds and is for the benefit of and enforceable by each. The offering Prospectuses and this Agreement set forth the terms applicable to members
of the Selling Group and all other representations or documents are subordinate. You understand that Class 529 shares of the Funds are available only as underlying investments through the Program.
2. Compensation on Sales of Class A Shares and Class 529-A Shares
a.
|
Category 1 Funds.
On sales of Class A shares and Class 529-A shares of Funds listed in Category 1 on the attached Schedule A that are accepted by us and for which you are responsible, you will be paid dealer concessions as follows:
|
|
Concession as
|
Sales Charge
|
|
Percentage of
|
as Percentage
|
Purchases
|
Offering Price
|
of Offering Price
|
Less than $25,000
|
5.00%
|
5.75%
|
$25,000 but less than $50,000
|
4.25%
|
5.00%
|
$50,000 but less than $100,000
|
3.75%
|
4.50%
|
$100,000 but less than $250,000
|
2.75%
|
3.50%
|
$250,000 but less than $500,000
|
2.00%
|
2.50%
|
$500,000 but less than $750,000
|
1.60%
|
2.00%
|
$750,000 but less than $1,000,000
|
1.20%
|
1.50%
|
$1,000,000 or more
|
See below
|
None
|
|
b.
|
Category 2 Funds.
On sales of Class A shares and Class 529-A shares of Funds listed in Category 2 on the attached Schedule A that are accepted by us and for which you are responsible, you will be paid the same dealer concessions indicated above except as follows:
|
|
Concession as
|
Sales Charge
|
|
Percentage of
|
as Percentage
|
Purchases
|
Offering Price
|
of Offering Price
|
Less than $100,000
|
3.00%
|
3.75%
|
c.
Category 3 Funds.
On sales of Class A shares and Class 529-A shares of Funds listed in Category 3 on the attached Schedule
A that are accepted by us and for which you are responsible, you will be paid dealer concessions as follows:
|
Concession as
|
Sales Charge
|
|
Percentage of
|
as Percentage
|
Purchases
|
Offering Price
|
of Offering Price
|
Less than $500,000
|
2.00%
|
2.50%
|
$500,000 but less than $750,000
|
1.60%
|
2.00%
|
$750,000 but less than $1 million
|
1.20%
|
1.50%
|
$1 million or more
|
See Agreement
|
None
|
|
d.
|
Category 4 Funds.
On sales of Class A shares and Class 529-A shares of the Funds listed in Category 4 on the attached Schedule A no dealer concessions will be paid.
|
|
e.
If you initiate and are responsible for sales of Class A shares and Class 529-A shares, a) amounting to $1 million or more, b) made to employer-sponsored defined contribution-type retirement plans that qualify to invest at net asset value under the terms of the Fund Prospectuses, or c) made at net asset value to endowments and foundations with assets of $50 million or more, you will be paid a dealer concession of 1.00% on sales to $4 million, plus 0.50% on amounts over $4 million up to $10 million, plus 0.25% on amounts over $10 million. No dealer concessions are paid on any other sales of shares at net asset value, except that concessions may be paid to dealers on their sales of fund shares to accounts managed by affiliates of The Capital Group Companies, Inc. as set forth in this Agreement. Sales of shares of Washington Mutual Investors Fund below $1 million made in connection with certain accounts established before September 1, 1969 are subject to reduced concessions and sales charges as described in the Washington Mutual Investors Fund Prospectus. With respect to sales of shares of any tax-exempt fund, the concession schedule for sales of shares to endowments and foundations or retirement plans of organizations with assets of $50 million or more is inapplicable. The schedules of sales charges above apply to single purchases, concurrent purchases of two or more of the Funds (except those listed in Category 4 on the attached Schedule A), and purchases made under a statement of intention and pursuant to the right of accumulation, both of which are described in the Prospectuses.
|
3. Ongoing Service Fees for Class A, Class 529-A, Class B and Class 529-B Shares
We are also authorized to pay you continuing service fees each quarter with respect to the Class A, Class 529-A, Class B and Class 529-B shares of all the Funds to promote selling efforts and to compensate you for providing certain services to your clients, subject to your compliance with the following terms, which may be revised by us from time to time. Your eligibility to continue receiving this compensation will be evaluated periodically, and your failure to comply with the terms below may result in our discontinuing service fee payments to you. Initial qualification does not assure continued participation, and this service fee program may be amended or terminated by us at any time as indicated below.
|
a.
|
You agree to cooperate as requested with programs that we provide to enhance shareholder service. You also agree
|
|
to assume an active role in providing shareholder services such as processing purchase and redemption transactions, establishing shareholder accounts, and providing certain information and assistance with respect to the Funds. Redemption levels of shareholder accounts assigned to you will be considered in evaluating your continued participation in this service fee program.
|
|
b.
|
You agree to support our marketing efforts by granting reasonable requests for visits to your offices by our wholesalers.
|
|
c.
|
You agree to assign an individual to each shareholder account on your books and to reassign the account should
|
|
that individual no longer be assigned to the account. You agree to instruct each such individual to regularly contact shareholders having accounts so assigned.
|
|
d.
|
You agree to pass through either directly or indirectly to the individual(s) assigned to such accounts a share of the service fees paid to you pursuant to this Agreement. You recognize that the service fee is intended to compensate the individual for providing, and encourage the individual to continue to provide, service to the account holder.
|
|
e.
|
You acknowledge that (i) all service fee payments are subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time, (ii) in order to receive a service fee for a particular quarter,
|
|
the fee must amount to at least $100, and (iii) no service fees will be paid on shares purchased under the net asset
|
|
value purchase privilege as described in the Funds’ statements of additional information.
|
|
f.
|
On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in Category 1, Category 2, and Category 3 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:
|
|
Annual Service Fee Rate
|
Shares with a first anniversary of purchase before 7-1-88
*
|
0.15%
|
Shares with a first anniversary of purchase on or after 7-1-88
|
0.25%
|
Shares of state-specific tax-exempt funds
|
0.25%
|
|
g.
|
On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in Category 4 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:
|
|
Annual Service Fee Rate
|
All Shares
|
0.15%
|
h.
Notwithstanding anything to the contrary in the Agreement, on Class A, Class 529-A, Class B and Class 529-B shares of Short-Term Bond Fund of America and Class A and Class B shares of American Funds Short-Term Tax-Exempt Bond Fund, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:
|
|
Annual Service Fee Rate
|
|
All Shares
|
0.15%
|
4. Compensation on Sales of Class C Shares and Class 529-C Shares
|
a.
|
On sales of Class C shares and Class 529-C shares of Funds listed in Category 1, Category 2 and Category 3 on the attached Schedule A that are accepted by us and for which you are responsible, we will pay you:
|
• a dealer concession of 0.75% of the amount invested, plus
• an immediate service fee of 0.25% of the amount invested.
|
b.
|
In addition, we will pay you ongoing compensation on a quarterly basis at the annual rate of 1.00% of the average daily net asset value of Class C shares and Class 529-C shares of Funds listed in Category 1, Category 2, Category 3 and Category 4 on the attached Schedule A that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.
|
5. Compensation on Sales of Class 529-E Shares
We will pay you ongoing compensation on a quarterly basis at the annual rate of 0.50% of the average daily net asset value of Class 529-E shares of Funds listed in Category 1, Category 2, Category 3 and Category 4 on the attached Schedule A that are held in an account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.
6. Retirement Plan Share Classes (R shares) and Account Options (for retirement plans only)
|
a.
|
We will pay you ongoing compensation on a quarterly basis, at the applicable annual rate set forth below, of the average daily net asset value of R shares of Funds listed in Category 1, Category 2, Category 3 and Category 4 on the attached Schedule A that are held in a retirement plan (Plan) account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time. We expect that you will maintain one account for each of your Plan customers on the books of the Funds.
|
R Share Class
|
Annual Compensation Rate
|
Class R-1
|
1.00%
|
Class R-2
|
0.75%
|
Class R-3
|
0.50%
|
Class R-4
|
0.25%
|
Class R-5
|
No compensation paid
|
Class R-6
|
No compensation paid
|
|
b.
|
If you hold Plan accounts in an omnibus account (
i.e.,
multiple Plans in one account on the books of the Funds), Plans that are added to the omnibus account after May 15, 2002 may invest only in R shares, and you must execute an Omnibus Addendum to the Selling Group Agreement, which you can obtain by calling our Home Office Service Team at 800/421-5475, extension 8, option 1.
|
c.
|
Mutual Funds Sold Through PlanPremier
. With respect to sales you make through American Funds’ PlanPremier retirement plan recordkeeping program, we will pay you as servicing dealer ongoing compensation on a quarterly basis, at the applicable annual rate set forth below, of the average daily net asset value of Eligible Plan Assets that are held in a Plan assigned to you at the end of the quarter for which payment is made. For purposes of this Agreement, Eligible Plan Assets mean total Plan Assets (including assets invested in American Funds and other mutual funds or investment options approved for use in PlanPremier), excluding (i) assets held in self-directed brokerage accounts, (ii) employer stock and (iii) any other investment option not approved for use in PlanPremier. This ongoing compensation will accrue on a calendar-quarter basis. The payment of this compensation is subject to the limitations contained in each American Funds’ Plan of Distribution and may be varied or discontinued at any time.
|
|
Annual Compensation Rate
|
Eligible Plan Assets that include American Funds Class R-2 Shares
|
0.65%
|
Eligible Plan Assets that include American Funds Class R-3 Shares
|
0.35%
|
Eligible Plan Assets that include American Funds Class R-4 Shares
|
0.20%
|
Eligible Plan Assets that include American Funds Class R-5 Shares
|
No compensation paid
|
Eligible Plan Assets that include American Funds Class R-6 Shares
|
No compensation paid
|
The compensation described above will take effect with any Plan for which a PlanPremier proposal was generated on or after July 31, 2006. The terms of compensation payable with respect to Plans participating in PlanPremier as of July 30, 2006 will continue unaffected. Plans for which PlanPremier proposals were generated on or before July 30, 2006 will retain the terms of compensation in effect for Plans participating in PlanPremier as of the proposal date so long as the Plan sponsor committed to participating in PlanPremier by December 31, 2006.
Notwithstanding the foregoing, no compensation will be paid on shares of American Funds Money Market Fund held through the PlanPremier program.
Payments may resume at a future date, if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities supports such payments.
7. Order Processing
Any order by you for the purchase of shares of the respective Funds through us shall be accepted at the time when it is received by us (or any clearing house agency that we may designate from time to time), and at the offering and sale price next determined, unless rejected by us or the respective Funds. In addition to the right to reject any order, the Funds have reserved the right to withhold shares from sale temporarily or permanently. We will not accept any order from you that is placed on a conditional basis or subject to any delay or contingency prior to execution. The procedures relating to the handling of orders shall be subject to instructions that we shall forward from time to time to all members of the Selling Group. The shares purchased will be issued
by the respective Funds only against receipt of the purchase price, in collected New York or Los Angeles Clearing House funds subject to deduction of all concessions on such sale (reallowance of any concessions to which you are entitled on purchases at net asset value will be paid through our direct purchase concession system). If payment for the shares purchased is not received within three days after the date of confirmation the sale may be cancelled forthwith, by us or by the respective Funds, without any responsibility or liability on our part or on the part of the Funds, and we and/or the respective Funds may hold you responsible for any loss, expense, liability or damage, including loss of profit suffered by us and/or the respective Funds, resulting from your delay or failure to make payment as aforesaid.
8. Timeliness of Submitting Orders
You are obliged to date and indicate the time of receipt of all orders you receive from your customers and to transmit promptly
all orders to us in time to provide for processing at the price next determined after receipt by you, in accordance with the Prospectuses. You are not to withhold placing with us orders received from any customers for the purchase of shares. You shall not purchase shares through us except for the purpose of covering purchase orders already received by you, or for your bona fide investment.
9. Repurchase of Shares
If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full concessions paid to you on the original sale.
10. Processing Redemption Requests
You shall not purchase any share of any of the Funds from a record holder at a price lower than the net asset value next determined by or for the Funds’ shares. You shall, however, be permitted to sell any shares for the account of a shareholder
of the Funds at the net asset value currently quoted by or for the Funds’ shares, and may charge a fair service fee for handling the transaction provided you disclose the fee to the record owner.
11. Prospectuses and Marketing Materials
We shall furnish you without charge reasonable quantities of offering Prospectuses (including any supplements currently in effect), current shareholder reports of the Funds, and sales materials issued by us from time to time. In the purchase of shares through us, you are entitled to rely only on the information contained in the offering Prospectus(es). You may not publish any advertisement or distribute sales literature or other written material to the public that makes reference to us or any of the Funds (except material that we furnished to you) without our prior written approval.
12. Effect of Prospectus
This Agreement is in all respects subject to statements regarding the sale and repurchase or redemption of shares made in offering Prospectuses of the Funds, and to the applicable Rules of the NASD, which shall control and override any provision
to the contrary in this Agreement.
13. Relationship of Parties
You shall make available shares of the Funds only through us. In no transaction (whether of purchase or sale) shall you have any authority to act as agent for, partner of, or participant in a joint venture with us or with the Funds or any other entity having either a Selling Group Agreement or other Agreement with us.
14. State Securities Qualification
We act solely as agent for the Funds and are not responsible for qualifying the Funds or their shares for sale in any jurisdiction. Upon written request we will provide you with a list of the jurisdictions in which the Funds or their shares are qualified for sale.
We also are not responsible for the issuance, form, validity, enforceability or value of Fund shares.
15. Representations
|
a.
|
You represent that (a) you are a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations and are complying with and will continue to comply with all applicable federal and state laws, rules and regulations, (b) you are a member of FINRA, (c) your membership with FINRA is not currently suspended or terminated and (d) to the extent you offer any Class 529 shares, you are properly registered to offer such shares. You agree to notify us immediately in writing if any of the foregoing representations ceases to be true to a material extent.
|
|
b.
|
We represent that (a) we are acting as an underwriter within the meaning of the applicable rules of the NASD and are complying with and will continue to comply with all applicable federal and state laws, rules and regulations, (b) we are a member of FINRA and (c) our membership with FINRA is not currently suspended or terminated. We agree to notify you immediately in writing if any of the foregoing representations ceases to be true to a material extent.
|
|
c
.
|
Each party to this Agreement represents that it will comply with all applicable laws, including applicable state privacy laws. Each party agrees to notify the other party immediately in writing if the foregoing representation ceases to be true to a material extent.
|
16. Confidentiality
Each party to this Agreement agrees to maintain all information received from the other party pursuant to this Agreement in confidence, and each party agrees not to use any such information for any purpose, or disclose any such information to any person, except as permitted by applicable laws, rules and regulations. This provision shall survive the termination of this Agreement.
17. Termination
Either of us may cancel this Agreement at any time by written notice to the other.
18. Notices
All communications to us should be sent to the following address:
American Funds Distributors, Inc.
Attn: HOST Control
–
Contract Administration Team
3500 Wiseman Boulevard
San Antonio, TX 78251-4321
Telephone No.: 800/421-5475, option 8
Facsimile No.: 210/474-4088
Any notice to you shall be duly given if mailed or sent by overnight courier to you at the address specified by you below.
19. Miscellaneous
|
a.
|
Payments of 12b-1 fees to you for payment to your financial advisers in respect of American Funds Money Market Fund are currently suspended. Payments may resume at a future date, if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities supports such payments.
|
|
b.
|
We reserve the right not to pay any compensation more than six (6) months in arrears in respect of accounts and/or assets that were not timely identified as eligible for compensation pursuant to this Agreement.
|
* * * * *
*
Except U.S. Government Securities Fund, which pays service fees at the 0.25% rate on all shares held at least 12 months.
1
American Funds Class R-1 shares are not available to Plans for which a PlanPremier proposal is generated on or after July 31, 2006.
Execute this Agreement in duplicate and return one of the duplicate originals to us for our file. This Agreement (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment and (ii) shall be construed in accordance with the laws of the State of California.
Very truly yours,
American Funds Distributors, Inc.
______________________________
By
Accepted
Firm
By
Officer or Partner
Print Name
Title
Address:
Date:
Schedule A
July 10, 2009
(supersedes all previous versions of Schedule A – last version dated May 1, 2009)
|
A
|
B
|
C
|
529-A
|
529-B
|
529-C
|
529-E
|
R-1
|
R-2
|
R-3
|
R-4
|
R-5
|
R-6
|
Category 1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMCAP Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
American Balanced Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
American Funds Target Date Retirement Series
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
l
|
l
|
l
|
l
|
l
|
l
|
American Mutual Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital Income Builder
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital World Growth and Income Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
EuroPacific Growth Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Fundamental Investors
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Growth Fund of America
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Income Fund of America
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
International Growth and Income Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Investment Company of America
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
New Economy Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
New Perspective Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
New World Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
SMALLCAP World Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Washington Mutual Investors Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American High-Income Trust
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
American High-Income Municipal Bond Fund
|
l
|
e
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Bond Fund of America
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Capital World Bond Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Tax-Exempt Bond Fund of America
|
l
|
e
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Tax-Exempt Fund of California
|
l
|
e
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Tax-Exempt Fund of Maryland
|
l
|
e
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Tax-Exempt Fund of Virginia
|
l
|
e
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
U.S. Government Securities Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Category 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Funds Short-Term Tax-Exempt Bond Fund
|
l
|
na
|
e
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Intermediate Bond Fund of America
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Limited Term Tax-Exempt Bond Fund of America
|
l
|
e
|
e
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Short-Term Bond Fund of America
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category 4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Funds Money Market Fund
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Class F-1, Class F-2 and Class 529-F-1 shares are available pursuant to a separate agreement.
|
l
|
Share class is available
|
|
e
|
Share class is available for exchanges only
|
|
na
|
Share class is not available
|
American Funds Distributors, Inc.
|
Los Angeles, California 90071
|
Telephone 800/421-5475, ext. 8
Form Of Bank/Trust Company Selling Group Agreement
Ladies and Gentlemen:
We have entered into a principal underwriting agreement with each Fund in The American Funds Group (Funds) under which we are appointed exclusive agent for the sale of shares. You have indicated that you wish to act as agent for your customers in connection with the purchase, sale and redemption of shares of the Funds as are qualified for sale in your state. We agree to honor your request, subject to the terms set forth below. In addition, we are the distributor of CollegeAmerica (Program), a college savings program as described in Section 529 of the Internal Revenue Code.
1. Authorization
|
a.
|
In placing orders for the purchase and sale of shares of the Funds, you will be acting as agent for your customers. We shall execute transactions for each of your customers only upon your authorization, at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. The offering Prospectuses and this Agreement set forth the terms applicable to sales of shares of the Funds through you and all other representations or documents are subordinate. You understand that
|
(i)
|
Class 529 shares of the Funds are available only as underlying investments through the Program,
|
(ii)
|
Class F shares are available only pursuant to a Bank/Trust Company Class F Share Participation Agreement,
|
(iii)
|
Employer-sponsored retirement plans that are not currently invested in Class A shares and that wish to invest without a sales charge are not eligible to purchase Class A shares. Such plans may invest only in Class R shares,
|
(iv)
|
You may not make available to your clients (Client), Class B, Class C, Class 529-B or Class 529-C shares until you have demonstrated to our affiliate, American Funds Service Company, that you have the appropriate systems in place to assess the contingent deferred sales charge associated with those share classes, and
|
(v)
|
Unless otherwise permitted under this Agreement or any other Agreement with us, you may not maintain any non-retirement accounts for your Clients in an omnibus account (
i.e.,
multiple Client accounts in one account on the books of the Funds).
|
|
b.
|
If your firm is providing trading and custodial services to other banks and the Client purchasing Shares is a client of another bank, you may not facilitate those transactions unless you (i) disclose the identity of the underlying bank representing that client, and (ii) have verified with us that the introducing bank has executed an agreement with us. You shall also disclose the identity of any introducing intermediary (for example, broker, consultant, or registered investment adviser) involved in any transaction that you facilitate. The required disclosures shall be made in such format as we mutually agree.
|
2. Compensation on Sales of Class A Shares and Class 529-A Shares
|
a.
|
Category 1 Funds
: On each purchase order for Class A shares and Class 529-A shares of Funds listed in Category 1 on the attached Schedule A that is accepted by us and for which you are responsible, you will be paid compensation as follows:
|
|
Compensation as
|
Sales Charge
|
|
Percentage of
|
as Percentage
|
Purchases
|
Offering Price
|
of Offering Price
|
Less than $25,000
|
5.00%
|
5.75%
|
$25,000 but less than $50,000
|
4.25%
|
5.00%
|
$50,000 but less than $100,000
|
3.75%
|
4.50%
|
$100,000 but less than $250,000
|
2.75%
|
3.50%
|
$250,000 but less than $500,000
|
2.00%
|
2.50%
|
$500,000 but less than $750,000
|
1.60%
|
2.00%
|
$750,000 but less than $1,000,000
|
1.20%
|
1.50%
|
$1,000,000 or more
|
See below
|
None
|
|
b.
|
Category 2 Funds
: On each purchase order for Class A shares and Class 529-A shares of Funds listed in Category 2 on the attached Schedule A that is accepted by us and for which you are responsible, you will be paid the same compensation indicated above except as follows:
|
|
Compensation as
|
Sales Charge
|
|
Percentage of
|
as Percentage
|
Purchases
|
Offering Price
|
of Offering Price
|
Less than $100,000
|
3.00%
|
3.75%
|
|
d.
|
Category 3 Funds
. On each purchase order for Class A shares and Class 529-A shares of Funds listed in Category 3 on the attached Schedule A,
that are accepted by us and for which you are responsible, you will be paid compensation as follows:
|
|
Compensation as
|
Sales Charge
|
|
Percentage of
|
as Percentage
|
Purchases
|
Offering Price
|
of Offering Price
|
Less than $500,000
|
2.00%
|
2.50%
|
$500,000 but less than $750,000
|
1.60%
|
2.00%
|
$750,000 but less than $1 million
|
1.20%
|
1.50%
|
$1 million or more
|
See Agreement
|
None
|
|
d.
|
Category 4 Funds
.
On sales of Class A shares and Class 529-A shares of Funds listed in Category
4
on the attached Schedule A, no compensation will be paid.
|
|
e.
|
For purchase orders of Class A shares and Class 529-A shares for which you are responsible, a) amounting to $1 million or more, b) made at net asset value to endowments and foundations with assets of $50 million or more, you will be paid compensation of 1.00% on sales to $4 million, plus 0.50% on amounts over $4 million up to $10 million, plus 0.25% on amounts over $10 million. No compensation is paid on any other sales of shares at net asset value, except that compensation may be paid on sales of fund shares to accounts managed by affiliates of The Capital Group Companies, Inc. as set forth in this Agreement. Sales of shares of Washington Mutual Investors Fund below $1 million made in connection with certain accounts established before September 1, 1969 are subject to reduced compensation and sales charges as described in the Washington Mutual Investors Fund Prospectus. With respect to sales of shares of any tax-exempt fund, the compensation schedule for sales of shares to endowments and foundations or retirement plans of organizations with assets of $50 million or more is inapplicable. The schedules of sales charges above apply to single purchases, concurrent purchases of two or more of the Funds (except those listed in Category 4 on the attached Schedule A), and purchases made under a statement of intention and pursuant to the right of accumulation, both of which are described in the Prospectuses.
|
3. Ongoing Service Fees for Class A, Class 529-A, Class B and Class 529-B Shares
We are also authorized to pay you continuing service fees each quarter with respect to the Class A, Class 529-A, Class B and Class 529-B shares of all the Funds to compensate you for providing certain services to your clients, subject to your compliance with the following terms, which may be revised by us from time to time. Your eligibility to continue receiving this compensation will be evaluated periodically, and your failure to comply with the terms below may result in our discontinuing service fee payments to you. Initial qualification does not assure continued participation, and this service fee program may be amended or terminated by us at any time as indicated below.
|
a.
|
You agree to cooperate as requested with programs that we provide to enhance shareholder service. You also agree
|
|
to assume an active role in providing shareholder services such as processing purchase and redemption transactions, establishing shareholder accounts, and providing certain information and assistance with respect to the Funds. Redemption levels of shareholder accounts assigned to you will be considered in evaluating your continued participation in this service fee program.
|
|
b.
|
You agree to support our marketing efforts by granting reasonable requests for visits to your offices by our wholesalers.
|
|
c.
|
You agree to assign an individual to each shareholder account on your books and to reassign the account should
|
|
that individual no longer be assigned to the account. You agree to instruct each such individual to regularly contact shareholders having accounts so assigned.
|
|
d.
|
You agree to pass through either directly or indirectly to the individual(s) assigned to such accounts a share of the service fees paid to you pursuant to this Agreement. You recognize that the service fee is intended to compensate the individual for providing, and encourage the individual to continue to provide, service to the account holder.
|
|
e.
|
You acknowledge that (i) all service fee payments are subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time; and (ii) no service fees will be paid on shares purchased under the net asset value purchase privilege as described in the Funds’ statements of additional information.
|
|
f.
|
On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in Category 1, Category 2, and Category 3 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:
|
|
Annual Service Fee Rate
|
Shares with a first anniversary of purchase before 7-1-88
*
|
0.15%
|
Shares with a first anniversary of purchase on or after 7-1-88
|
0.25%
|
Shares of state-specific tax-exempt funds
|
0.25%
|
|
|
|
g.
|
On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in Category 4 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:
|
|
Annual Service Fee Rate
|
All Shares
|
0.15%
|
h.
Notwithstanding anything to the contrary in the Agreement, on Class A, Class 529-A, Class B and Class 529-B shares of Short-Term Bond Fund of America and Class A and Class B shares of American Funds Short-Term Tax-Exempt Bond Fund, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:
|
Annual Service Fee Rate
|
All Shares
|
0.15%
|
4. Compensation on Sales of Class C Shares and Class 529-C Shares
|
a.
|
On purchase orders for Class C shares and Class 529-C shares of Funds listed in Category 1, Category 2 and Category 3 on the attached Schedule A that are accepted by us and for which you are responsible, we will pay you:
|
• compensation of 0.75% of the amount invested, plus
• an immediate service fee of 0.25% of the amount invested.
|
b.
|
In addition, we will pay you ongoing compensation on a quarterly basis at the annual rate of 1.00% of the average daily net asset value of Class C shares and Class 529-C shares of Funds listed in Category 1, Category 2, Category 3, and Category 4 on the attached Schedule A that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.
|
5. Compensation on Sales of Class 529-E Shares
We will pay you ongoing compensation on a quarterly basis at the annual rate of 0.50% of the average daily net asset value of Class 529-E shares of Funds listed in Category 1, Category 2, Category 3 and Category 4 on the attached Schedule A that are held in an account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.
6. Retirement Plan Share Classes (R shares) and Account Options (for retirement plans only)
|
a.
|
We will pay you ongoing compensation on a quarterly basis, at the applicable annual rate set forth below, of the average daily net asset value of R shares of Funds listed in Category 1, Category 2, Category 3 and Category 4
on the attached Schedule A that are held in an employer-sponsored retirement plan (Plan) account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time. We expect that you will maintain one account for each of your Plan customers on the books of the Funds.
|
R Share Class
|
Annual Compensation Rate
|
Class R-1
|
1.00%
|
Class R-2
|
0.75%
|
Class R-3
|
0.50%
|
Class R-4
|
0.25%
|
Class R-5
|
No compensation paid
|
Class R-6
|
No compensation paid
|
b.
|
If you hold Plan accounts in an omnibus account (
i.e.,
multiple Plans in one account on the books of the Funds), the Plans may invest only in R shares, and you may be required to execute an Omnibus Addendum to the Bank/Trust Selling Group Agreement, which you can obtain by calling our Home Office Service Team at 800/421-5475, extension 8.
|
c.
|
Mutual Funds Sold Through PlanPremier
. With respect to sales you make through American Funds’ PlanPremier retirement plan recordkeeping program, we will pay you as servicing dealer ongoing compensation on a quarterly basis, at the applicable annual rate set forth below, of the average daily net asset value of Eligible Plan Assets that are held in a Plan assigned to you at the end of the quarter for which payment is made. For purposes of this Agreement, Eligible Plan Assets mean total Plan Assets (including assets invested in American Funds and other mutual funds or investment options approved for use in PlanPremier), excluding (i) assets held in self-directed brokerage accounts, (ii) employer stock and (iii) any other investment option not approved for use in PlanPremier. This ongoing compensation will accrue on a calendar-quarter basis. The payment of this compensation is subject to the limitations contained in each American Funds’ Plan of Distribution and may be varied or discontinued at any time.
|
|
Annual Compensation Rate
|
Eligible Plan Assets that include American Funds Class R-2 Shares
|
0.65%
|
Eligible Plan Assets that include American Funds Class R-3 Shares
|
0.35%
|
Eligible Plan Assets that include American Funds Class R-4 Shares
|
0.20%
|
Eligible Plan Assets that include American Funds Class R-5 Shares
|
No compensation paid
|
Eligible Plan Assets that include American Funds Class R-6 Shares
|
No compensation paid
|
The compensation described above will take effect with any Plan for which a PlanPremier proposal was generated on or after July 31, 2006. The terms of compensation payable with respect to Plans participating in PlanPremier as of July 30, 2006 will continue unaffected. Plans for which PlanPremier proposals were generated on or before July 30, 2006 will retain the terms of compensation in effect for Plans participating in PlanPremier as of the proposal date so long as the Plan sponsor committed to participating in PlanPremier by December 31, 2006
Notwithstanding the foregoing, no compensation will be paid on shares of American Funds Money Market Fund held through the PlanPremier program.
Payments may resume at a future date, if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities supports such payments.
7. Order Processing
Any order by you for the purchase of shares of the respective Funds through us shall be accepted at the time when it is received by us (or any clearinghouse agency that we may designate from time to time), and at the offering and sale price next determined, unless rejected by us or the respective Funds. In addition to the right to reject any order, the Funds have reserved the right to withhold shares from sale temporarily or permanently. We will not accept any order from you that is placed on a conditional basis or subject to any delay or contingency prior to execution. The procedure relating to the handling of orders shall be subject to the rules of the National Securities Clearing Corporation (NSCC) and any instructions that we shall forward from time to time to all members of the Selling Group. The shares purchased will be issued by the respective Funds only against receipt of the purchase price, in collected New York or Los Angeles Clearing House funds subject to deduction of all compensation on such sale (reallowance of any compensation to which you are entitled on purchases at net asset value will be paid through our direct purchase compensation system). If payment for the shares purchased is not received within the time limits set by the NSCC, the sale may be cancelled forthwith, by us or by the respective Funds, without any responsibility or liability on our part or on the part of the Funds, and we and/or the respective Funds may hold you responsible for any loss, expense, liability or damage, including loss of profit suffered by us and/or the respective Funds, resulting from your delay or failure to make payment as aforesaid.
8. Timeliness of Submitting Orders
You are obliged to date and indicate the time of receipt of all orders you receive from your customers and to transmit promptly
all orders to us in time to provide for processing at the price next determined after receipt by you, in accordance with the Prospectuses. You are not to withhold placing with us orders received from any customers for the purchase of shares. You
shall not purchase shares through us except for the purpose of covering purchase orders already received by you, or for your
bona fide investment.
9. Repurchase of Shares
If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full compensation paid to you on the original sale.
10. Processing Redemption Requests
You shall not purchase any share of any of the Funds from a record holder at a price lower than the net asset value next determined by or for the Funds’ shares. You shall, however, be permitted to sell any shares for the account of a shareholder of the Funds at the net asset value currently quoted by or for the Funds’ shares, and may charge a fair service fee for handling the transaction provided you disclose the fee to the record owner.
11. Prospectuses and Marketing Materials
We shall furnish you without charge reasonable quantities of offering Prospectuses (including any supplements currently in effect) current shareholder reports of the Funds, and sales materials issued by us from time to time. In the purchase of shares through us, you are entitled to rely only on the information contained in the offering Prospectus(es). You may not publish any advertisement or distribute sales literature or other written material to the public that makes reference to us or any of the Funds (except material that we furnished to you) without our prior written approval.
12. Effect of Prospectus
This Agreement is in all respects subject to statements regarding the sale and repurchase or redemption of shares made in offering Prospectuses of the Funds, which shall control and override any provision to the contrary in this Agreement.
13. Relationship of Parties
You shall make available shares of the Funds only through us. In no transaction (whether of purchase or sale) shall you have any authority to act as agent for, partner of, or participant in a joint venture with us or with the Funds or any other entity having either a Bank Selling Group Agreement or other Agreement with us.
14. State Securities Qualification
We act solely as agent for the Funds and are not responsible for qualifying the Funds or their shares for sale in any jurisdiction. Upon written request we will provide you with a list of the jurisdictions in which the Funds or their shares are qualified for sale. We also are not responsible for the issuance, form, validity, enforceability or value of Fund shares.
15. Representations
|
a.
|
You represent that (1) you are (a) a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations, a member of the Financial Industry Regulatory Authority (FINRA), and your membership with FINRA is not currently suspended or terminated or (b) a "bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (or other financial institution) and not otherwise required to register as a broker or dealer under such Act or any state laws; (2) you are complying with and will continue to comply with all applicable federal and state laws, rules and regulations; (3) you have received a legal opinion that your receipt of 12b-1 distribution fees will not violate any applicable federal or state laws or regulations, and (4) to the extent you offer any Class 529 shares, you are permitted by applicable law to offer such shares. You agree to notify us immediately in writing if any of the foregoing representations ceases to be true to a material extent. You also agree that, if you are a bank or other financial institution as set forth above, you will comply with the applicable rules of the NASD, that you will maintain adequate records with respect to your customers and their transactions, and that such transactions will be without recourse against you by your customers. We recognize that, in addition to applicable provisions of state and federal securities laws, you may be subject to the provisions of other laws governing, among other things, the conduct of activities by federal- and state-chartered and supervised financial institutions and their affiliated organizations. Because you will be the only entity having a direct relationship with the customer in connection with securities purchases hereunder, you will be responsible in that relationship for insuring compliance with all applicable federal and state laws, rules and regulations relating to securities purchases hereunder.
|
b.
|
We represent that (1) we are acting as an underwriter within the meaning of the applicable rules of the NASD and are complying with and will continue to comply with all applicable federal and state laws, rules and regulations, (2) we are a member of FINRA and (3) our membership with FINRA is not currently suspended or terminated. We agree to notify you immediately in writing if any of the foregoing representations ceases to be true to a material extent.
|
|
c.
|
Each party to this Agreement represents that it will comply with all applicable laws, including applicable state privacy laws. Each party agrees to notify the other party immediately in writing if the foregoing representation ceases to be true to a material extent.
|
16. Confidentiality
Each party to this Agreement agrees to maintain all information received from the other party pursuant to this Agreement in confidence, and each party agrees not to use any such information for any purpose, or disclose any such information to any person, except as permitted by applicable laws, rules and regulations. This provision shall survive the termination of this Agreement.
17. Termination
Either of us may cancel this Agreement at any time by written notice to the other.
18. Notices
All communications to us should be sent to the following address:
American Funds Distributors, Inc.
Attn: HOST Control
–
Contract Administration Team
3500 Wiseman Boulevard
San Antonio, TX 78251-4321
Telephone No.: 800/421-5475, option 8
Facsimile No.: 210/474-4088
Any notice to you shall be duly given if mailed or sent by overnight courier to you at the address specified by you below.
19. Miscellaneous
|
a.
|
Payments of 12b-1 fees to you for payment to your financial advisers in respect of American Funds Money Market Fund are currently suspended. Payments may resume at a future date, if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities supports such payments.
|
|
b.
|
We reserve the right not to pay any compensation more than six (6) months in arrears in respect of accounts and/or assets that were not timely identified as eligible for compensation pursuant to this Agreement.
|
* * * * *
*
Except U.S. Government Securities Fund, which pays service fees at the 0.25% rate on all shares held at least 12 months.
1
American Funds Class R-1 shares are not available to Plans for which a PlanPremier proposal is generated on or after July 31, 2006.
Execute this Agreement in duplicate and return one of the duplicate originals to us for our file. This Agreement (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment and (ii) shall be construed in accordance with the laws of the State of California.
Very truly yours,
American Funds Distributors, Inc.
By
Accepted
Firm
By
Officer or Partner
Print Name
Title
Address:
Date:
Schedule A
July 10, 2009
(supersedes all previous versions of Schedule A – last version dated May 1, 2009)
|
A
|
B
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C
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529-A
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529-B
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529-C
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529-E
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R-1
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R-2
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R-3
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R-4
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R-5
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R-6
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Category 1
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AMCAP Fund
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l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
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American Balanced Fund
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l
|
e
|
l
|
l
|
e
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l
|
l
|
l
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l
|
l
|
l
|
l
|
l
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American Funds Target Date Retirement Series
|
l
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na
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na
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na
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na
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na
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na
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l
|
l
|
l
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l
|
l
|
l
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American Mutual Fund
|
l
|
e
|
l
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l
|
e
|
l
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l
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l
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l
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l
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l
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l
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l
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Capital Income Builder
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l
|
e
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l
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l
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e
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l
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l
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l
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l
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l
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l
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l
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l
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Capital World Growth and Income Fund
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l
|
e
|
l
|
l
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e
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l
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l
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l
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l
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l
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l
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l
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l
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EuroPacific Growth Fund
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l
|
e
|
l
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l
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e
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l
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l
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l
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l
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l
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l
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l
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l
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Fundamental Investors
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l
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e
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l
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l
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e
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l
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l
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l
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l
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l
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l
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l
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l
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Growth Fund of America
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l
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e
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l
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l
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e
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l
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l
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l
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l
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l
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l
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l
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l
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Income Fund of America
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l
|
e
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l
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l
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e
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l
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l
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l
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l
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l
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l
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l
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l
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International Growth and Income Fund
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l
|
e
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l
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l
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e
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l
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l
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l
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l
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l
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l
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l
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l
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Investment Company of America
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
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l
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l
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l
|
l
|
l
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New Economy Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
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New Perspective Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
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l
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l
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l
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l
|
l
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New World Fund
|
l
|
e
|
l
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l
|
e
|
l
|
l
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l
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l
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l
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l
|
l
|
l
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SMALLCAP World Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
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l
|
l
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l
|
l
|
l
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Washington Mutual Investors Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
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|
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Category 2
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|
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American High-Income Trust
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
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American High-Income Municipal Bond Fund
|
l
|
e
|
l
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na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
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Bond Fund of America
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
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Capital World Bond Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
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Tax-Exempt Bond Fund of America
|
l
|
e
|
l
|
na
|
na
|
na
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na
|
na
|
na
|
na
|
na
|
na
|
na
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Tax-Exempt Fund of California
|
l
|
e
|
l
|
na
|
na
|
na
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na
|
na
|
na
|
na
|
na
|
na
|
na
|
Tax-Exempt Fund of Maryland
|
l
|
e
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Tax-Exempt Fund of Virginia
|
l
|
e
|
l
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
U.S. Government Securities Fund
|
l
|
e
|
l
|
l
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
l
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Category 3
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|
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|
|
|
|
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American Funds Short-Term Tax-Exempt Bond Fund
|
l
|
e
|
e
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na
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na
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na
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na
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na
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na
|
na
|
na
|
na
|
na
|
Intermediate Bond Fund of America
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Limited Term Tax-Exempt Bond Fund of America
|
l
|
e
|
e
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
na
|
Short-Term Bond Fund of America
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
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|
|
|
|
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Category 4
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American Funds Money Market Fund
|
l
|
e
|
e
|
l
|
e
|
e
|
l
|
l
|
l
|
l
|
l
|
l
|
l
|
Class F-1, Class F-2 and Class 529-F-1 shares are available pursuant to a separate agreement.
|
l
|
Share class is available
|
|
e
|
Share class is available for exchanges only
|
|
na
|
Share class is not available
|
American Funds Distributors, Inc.
|
Los Angeles, California 90071
Telephone 800/421-5475, ext. 8
Form Of
Class F Share Participation Agreement
Ladies and Gentlemen
:
We have entered into a principal underwriting agreement with each Fund in The American Funds Group (Funds) under which we are appointed exclusive agent for the sale of Class F-1 shares and Class F-2 shares of the Funds (together Shares or Class F shares). You have represented that you maintain a fee-based program(s) or you place trades for your representatives, your affiliates, or third-party broker-dealers that maintain fee-based programs (Program or Programs) under which your or their clients (Clients) may purchase shares of participating open-end investment companies at net asset value. We are willing to make available to you Shares of the Funds as are qualified for sale in your state for purchase by Clients through the Program(s) identified on Schedule A, subject to the terms and conditions below and the Fund Prospectuses.
1.
Authorization to Sell
You may offer to Clients that are participating in the Program Shares of the Funds only at the regular public price
currently determined by the respective Funds in the manner described in their offering Prospectuses. The offering Prospectuses and this Agreement set forth the terms applicable to your making Fund Shares available to your clients and all other representations or documents are subordinate. If you offer Class A shares of the Funds on a load-waived basis pursuant to an Addendum to your American Funds Selling Group Agreement, that Addendum is terminated as to any new accounts effective March 15, 2001. However, you may continue to offer Class A shares of the Funds on a load-waived basis to accounts existing on March 15, 2001.
2.
Compensation for Sales of Fund Shares
|
a.
|
In consideration of your making Class F-1 shares of the Funds available through the Program, we will pay you compensation on a quarterly basis at the annual rate of 0.25% of the average daily net asset value of Class F-1 shares of Funds listed on Schedule A that are held in an account assigned to you. Such fee shall be paid within 30 days following the end of the quarter for which such fees are payable (currently the quarters are February, May, August and November). In order to receive a service fee for a particular quarter, the fee must amount to at least $10. The payment of this compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time. No compensation shall be paid under this Agreement on Class F-2 shares of the Funds.
|
|
b.
|
If you offer American Funds Money Market Fund, you acknowledge and agree that we may discontinue making payments of 12b-1 fees in respect of American Funds Money Market Fund if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities does not support such payments. We currently intend to make these payments under this Agreement.
|
|
c.
|
You agree that if you are assigned to an account holding Class F-1 shares of the Funds that were converted from Class C shares of the Funds and those Class F-1 shares are held outside of a Program, you will pass through a portion of the fee paid under this section to the financial adviser associated with the account.
|
3.
Compensation for Administrative Services
You may be eligible to receive compensation for providing certain administrative services in respect of Shares of the Funds if you meet the requirements of and enter into an Administrative Services Agreement with Capital Research and Management Company.
4.
Order Processing
a. Any order by you for the purchase of Shares of the respective Funds through us shall be accepted at the time when it is
received by us (or any clearing house agency that we may designate from time to time), and at the offering and sale price
next determined, unless rejected by us or the respective Funds. In addition to the right to reject any order, the Funds
have reserved the right to withhold Shares from sale temporarily or permanently. We will not accept any order from you
that is placed on a conditional basis or subject to any delay or contingency prior to execution. The Shares purchased will
be issued by the respective Funds only against receipt of the purchase price, in collected New York or Los Angeles
Clearing House funds. If payment for the Shares purchased is not received within three days after the date of
confirmation the sale may be cancelled, by us or by the respective Funds, without any responsibility or liability on our part
or on the part of the Funds. In such event, we and/or the respective Funds may hold you responsible for any loss,
expense, liability or damage, including loss of profit suffered by us and/or the respective Funds resulting from your delay
or failure to make payment as aforesaid.
|
b.
|
You shall place orders for the purchase and redemption of Shares as described in the Administrative Services Agreement with Capital Research and Management Company.
|
5.
Timeliness of Submitting Orders
You are obliged to date and indicate the time of receipt of all orders you receive from your clients and to transmit promptly all orders to us in time to provide for processing at the price next determined after receipt by you, in accordance with the Prospectuses. You are not to withhold placing with us orders received from any customers for the purchase of Shares. You shall not purchase Shares through us except for the purpose of covering purchase orders already received by you, or for your bona fide investment.
6.
Processing Redemption Requests
You shall not purchase any Share of any of the Funds from a record holder at a price lower than the net asset value next determined by or for the Funds’ Shares.
7.
Prospectuses and Marketing Materials
We shall furnish you without charge reasonable quantities of offering Prospectuses, with any supplements currently in effect, and copies of current shareholder reports of the Funds, and sales materials issued by us from time-to-time. In the purchase of Shares through us, you are entitled to rely only on the information contained in the offering Prospectus(es). You may not publish any advertisement or distribute sales literature or other written material to the public that makes reference to us or any of the Funds (except material that we furnished to you) without our prior written approval.
8.
Effect of Prospectus
This Agreement is in all respects subject to statements regarding the sale and repurchase or redemption of Shares made in offering Prospectuses of the Funds, and to the applicable Rules of the NASD, which shall control and override any provision to the contrary in this Agreement.
9.
Relationship of Parties
You shall make available Shares of the Funds only through us. In no transaction (whether of purchase or sale) shall you have any authority to act as agent for, partner of, or participant in a joint venture with us or with the Funds or any other entity having an Agreement with us.
10.
State Securities Qualification
We act solely as agent for the Funds and are not responsible for qualifying the Funds or their Shares for sale in any jurisdiction. Upon written request we will provide you with a list of the jurisdictions in which the Funds or their Shares are qualified for sale. We also are not responsible for the issuance, form, validity, enforceability or value of Fund Shares.
11.
Representations
|
a.
|
You represent that you are (a)(i) a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations, (ii) a member of the Financial Industry Regulatory Authority (FINRA) and (iii) not currently under an order suspending or terminating your membership with FINRA, or (b) an entity that is affiliated with a FINRA-registered broker-dealer firm. You agree to notify us immediately if any of the foregoing representations is no longer true. (The provisions of this section do not apply to a broker or dealer located in a foreign country and doing business outside the jurisdiction of the United States.)
|
|
b.
|
Each party to this Agreement represents that it will comply with all applicable laws, including applicable state privacy laws. Each party agrees to notify the other party immediately in writing if the foregoing representation ceases to be true to a material extent.
|
12.
Termination
Either of us may cancel this Agreement at any time by written notice to the other.
13.
Notices
All communications to us should be sent to the following address:
American Funds Service Company
Attn: HOST Control
–
Contract Administration Team
3500 Wiseman Boulevard
San Antonio, TX 78251-4321
Telephone No.: 800/421-5475, option 8
Facsimile No.: 210/474-4088
Any notice to you shall be duly given if mailed or sent by overnight courier to you at the address specified by you below.
14.
Miscellaneous
|
We reserve the right not to pay any compensation more than six (6) months in arrears in respect of accounts and/or assets
|
|
that were not timely identified as eligible for compensation pursuant to this Agreement.
|
* * * * *
Execute this Agreement in duplicate and return one of the duplicate originals to us for our file. This Agreement (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment and (ii) shall be construed in accordance with the laws of the State of California.
Very truly yours,
American Funds Distributors, Inc.
By
Accepted
Firm
By
Officer or Partner
Print Name
Title
Address:
Date:
SCHEDULE A
July 10, 2009
LIST OF FUNDS
|
American Funds Money Market Fund
|
|
American Funds Short-Term Tax Exempt Bond Fund
|
|
American High-Income Municipal Bond Fund
|
|
American High-Income Trust
|
|
Capital World Growth and Income Fund
|
|
Investment Company of America
|
|
Intermediate Bond Fund of America
|
|
International Growth and Income Fund
|
|
Limited Term Tax-Exempt Bond Fund of America
|
|
Short-Term Bond Fund of America
|
|
Tax-Exempt Bond Fund of America
|
|
Tax-Exempt Fund of California
|
|
Tax-Exempt Fund of Maryland
|
|
Tax-Exempt Fund of Virginia
|
|
U.S. Government Securities Fund
|
|
Washington Mutual Investors Fund
|
LIST OF PROGRAMS
Program Name
Program Name
Program Name
Program Name
American Funds Distributors, Inc.
|
Los Angeles, California 90071
|
Telephone 800/421-5475, ext. 8
|
Form of
Bank/Trust Company Participation Agreement
for Class F Shares
Ladies and Gentlemen:
We have entered into a principal underwriting agreement with each Fund in The American Funds Group (Funds) under which we are appointed exclusive agent for the sale of Class F-1 shares and Class F-2 shares of the Funds (together Shares or Class F shares). You have represented that you maintain fee-based program(s) (Program) under which you and your clients (Clients) may purchase shares of participating open-end investment companies at net asset value and you charge those Clients an asset-based fee or other fees tied to the value of their holdings. You have indicated that you wish to act as agent for your customers in connection with the purchase and redemption of Shares of the Funds as are qualified for sale in your state for purchase by Clients through the Program(s), subject to the terms set forth below and in the Fund Prospectuses.
|
a.
|
You may offer to non-retirement plan Clients that are participating in the Program Class F shares of the Funds only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. The offering Prospectuses and this Agreement set forth the terms applicable to sales of shares of the Funds through you and all other representations or documents are subordinate. In placing orders for the purchase and sale of shares of the Funds, you will be acting as agent for your customers. We shall execute transactions for each of your customers only upon your authorization. If you will be making the Funds available to retirement plan Clients, you may not use the Class F shares, but rather only the Class R shares may be used. The terms of your American Funds Bank/Trust Company Selling Group Agreement will control that arrangement.
|
|
b.
|
If your firm is providing trading and custodial services to other banks and the Client purchasing Shares is a client of another bank, you may not facilitate those transactions unless you (i) disclose the identity of the underlying bank representing that client, and (ii) have verified with us that the introducing bank has executed an agreement with us. You shall also disclose the identity of any introducing intermediary (for example, broker, consultant, or registered investment adviser) involved in any transaction that you facilitate. The required disclosures shall be made in such format as we mutually agree.
|
2.
|
Compensation for Sales of Fund Shares
|
|
a.
|
In consideration of your making Class F-1 shares of the Funds available through the Program, we will pay you compensation from the Funds’ 12b-1 Plans on a quarterly basis at the annual rate of 0.25% of the average daily net asset value of Class F-1 shares of Funds listed on Schedule A that are held in an account assigned to you. The payment of this compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time. No compensation shall be paid under this Agreement on Class F-2 shares of the Funds.
|
|
b.
|
If you offer American Funds Money Market Fund, you acknowledge and agree that we may discontinue making payments of 12b-1 fees in respect of American Funds Money Market Fund if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities does not support such payments. We currently intend to make these payments under this Agreement.
|
|
c.
|
You represent that you have received a legal opinion that your receipt of 12b-1 distribution fees will not violate any applicable federal or state laws or regulations.
|
3.
|
Compensation for Administrative Services
|
You may be eligible to receive compensation for providing certain administrative services in respect of Shares of the Funds if you meet the requirements of and enter into a Class F Share Administrative Services Agreement with Capital Research and Management Company.
Any order by you for the purchase of shares of the respective Funds through us shall be accepted at the time when it is received by us (or any clearinghouse agency that we may designate from time to time), and at the offering and sale price next determined, unless rejected by us or the respective Funds. In addition to the right to reject any order, the Funds have reserved the right to withhold shares from sale temporarily or permanently. We will not accept any order from you that is placed on a conditional basis or subject to any delay or contingency prior to execution. The procedure relating to the handling of orders shall be subject to the rules of the National Securities Clearing Corporation (NSCC) and any instructions that we shall forward from time to time to all members of the Selling Group. The shares purchased will be issued by the respective Funds only against receipt of the purchase price, in collected New York or Los Angeles Clearing House funds subject to deduction of all compensation on such sale (reallowance of any compensation to which you are entitled on purchases at net asset value will be paid through our direct purchase compensation system). If payment for the shares purchased is not received within the time limits set forth by the NSCC, the sale may be cancelled forthwith, by us or by the respective Funds, without any responsibility or liability on our part or on the part of the Funds, and we and/or the respective Funds may hold you responsible for any loss, expense, liability or damage, including loss of profit suffered by us and/or the respective Funds resulting from your delay or failure to make payment as aforesaid.
5.
|
Timeliness of Submitting Orders
|
You are obliged to date and indicate the time of receipt of all orders you receive from your customers and to transmit promptly all orders to us in time to provide for processing at the price next determined after receipt by you, in accordance with the Prospectuses. You are not to withhold placing with us orders received from any customers for the purchase of shares. You shall not purchase shares through us except for the purpose of covering purchase orders already received by you, or for your bona fide investment.
If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full compensation paid to you on the original sale.
7.
|
Processing Redemption Requests
|
You shall not purchase any share of any of the Funds from a record holder at a price lower than the net asset value next determined by or for the Funds’ shares. You shall, however, be permitted to sell any shares for the account of a shareholder of the Funds at the net asset value currently quoted by or for the Funds’ shares, and may charge a fair service fee for handling the transaction provided you disclose the fee to the record owner.
8.
|
Prospectuses and Marketing Materials
|
We shall furnish you without charge reasonable quantities of offering Prospectuses (including any supplements currently in effect) current shareholder reports of the Funds, and sales materials issued by us from time to time. In the purchase of shares through us, you are entitled to rely only on the information contained in the offering Prospectus(es). You may not publish any advertisement or distribute sales literature or other written material to the public that makes reference to us or any of the Funds (except material that we furnished to you) without our prior written approval.
This Agreement is in all respects subject to statements regarding the sale and repurchase or redemption of shares made in offering Prospectuses of the Funds, which shall control and override any provision to the contrary in this Agreement. Notwithstanding any contrary provision in this Agreement, you shall comply with the terms of the Prospectuses of the Funds.
10.
|
Relationship of Parties
|
You shall make available shares of the Funds only through us. In no transaction (whether of purchase or sale) shall you have any authority to act as agent for, partner of, or participant in a joint venture with us or with the Funds or any other entity having either a Bank Selling Group Agreement or other Agreement with us.
11.
|
State Securities Qualification
|
We act solely as agent for the Funds and are not responsible for qualifying the Funds or their shares for sale in any jurisdiction. Upon written request we will provide you with a list of the jurisdictions in which the Funds or their shares are qualified for sale. We also are not responsible for the issuance, form, validity, enforceability or value of Fund shares.
|
a.
|
You represent that (1) you are (a) a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations, a member of the Financial Industry Regulatory Authority (FINRA), and your membership with FINRA is not currently suspended or terminated or (b) a "bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (or other financial institution) and not otherwise required to register as a broker or dealer under such Act or any state laws; and (2) to the extent you offer any Class 529 shares, you are permitted by applicable law to offer such shares. You agree to notify us immediately in writing if this representation ceases to be true. You also agree that, if you are a bank or other financial institution as set forth above, you will comply with the applicable rules of the NASD, that you will maintain adequate records with respect to your customers and their transactions, and that such transactions will be without recourse against you by your customers. We recognize that, in addition to applicable provisions of state and federal securities laws, you may be subject to the provisions of other laws governing, among other things, the conduct of activities by federal and state-chartered and supervised financial institutions and their affiliated organizations. Because you will be the only entity having a direct relationship with the customer in connection with securities purchases hereunder, you will be responsible in that relationship for insuring compliance with all applicable federal and state laws and regulations relating to securities purchases hereunder.
|
|
b.
|
Each party to this Agreement represents that it will comply with all applicable laws, including applicable state privacy laws. Each party agrees to notify the other party immediately in writing if the foregoing representation ceases to be true to a material extent.
|
Each party to this Agreement agrees to maintain all information received from the other party pursuant to this Agreement in confidence, and each party agrees not to use any such information for any purpose, or disclose any such information to any person, except as permitted by applicable laws, rules and regulations. This provision shall survive the termination of this Agreement.
Either of us may cancel this Agreement at any time by written notice to the other.
All communications to us should be sent to the following address:
American Funds Distributors, Inc.
Attn: HOST Control
–
Contract Administration Team
3500 Wiseman Boulevard
San Antonio, TX 78251-4321
Telephone No.: 800/421-5475, option 8
Facsimile No.: 210/474-4088
Any notice to you shall be duly given if mailed or sent by overnight courier to you at the address specified by you below.
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a.
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If you offer American Funds Money Market Fund, you acknowledge and agree that we may discontinue making payments of 12b-1 fees in respect of American Funds Money Market Fund if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities does not support such payments. We currently intend to make these payments under this Agreement.
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b.
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We reserve the right not to pay any compensation more than six (6) months in arrears in respect of accounts and/or assets that were not timely identified as eligible for compensation pursuant to this Agreement.
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* * * * *
Execute this Agreement in duplicate and return one of the duplicate originals to us for our file. This Agreement (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment and (ii) shall be construed in accordance with the laws of the State of California.
Very truly yours,
American Funds Distributors, Inc.
By
Accepted
Firm
By
Officer or Partner
Address:
Date:
SCHEDULE A
July 10, 2009
LIST OF FUNDS
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American Funds Money Market Fund
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American Funds Short-Term Tax Exempt Bond Fund
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American High-Income Municipal Bond Fund
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American High-Income Trust
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Capital World Growth and Income Fund
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Investment Company of America
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Intermediate Bond Fund of America
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International Growth and Income Fund
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Limited Term Tax-Exempt Bond Fund of America
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Short-Term Bond Fund of America
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Tax-Exempt Bond Fund of America
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Tax-Exempt Fund of California
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Tax-Exempt Fund of Maryland
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Tax-Exempt Fund of Virginia
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U.S. Government Securities Fund
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Washington Mutual Investors Fund
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DEFERRED COMPENSATION PLAN
(Amended, effective as of August 7, 2009)
TABLE OF CONTENTS
Paragraph Title
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Page No
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1. Definitions
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1
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2. Introduction
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5
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3. Plan Oversight; Administration and Amendment
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5
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3.1. Plan Oversight and Operation
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5
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3.2. Plan Interpretation and Administration
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5
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3.3. Plan Amendment
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5
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3.4. Plan Termination
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6
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|
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4. Election to Defer Payments
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6
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4.1. Election to Defer
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6
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4.2. Current Independent Board Members
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6
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4.2.a. Newly Elected or Appointed Independent Board
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6
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Members
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4.3. Modification or Revocation of Election to Defer
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6
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|
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5. Beneficiary Designation
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6
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|
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6. Deferred Payment Account
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7
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6.1. Crediting Amounts
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7
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6.2. Change of Investment Designation
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7
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6.3. Exchange Requests
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7
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7. Timing and Manner of Payments
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8
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7.1. Timing of Payments
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8
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7.2. Manner of Payment – Lump Sum
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8
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7.3. Alternative Payment Methods
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8
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7.4. Death of Plan Participant
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8
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7.5. Disability of Plan Participant
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9
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7.6. Unforeseeable Emergency
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9
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7.7. Modification or Revocation for Post-2004 Deferrals
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9
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7.7.a. Special Transition Rule
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9
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7.8. Modification or Revocation for Pre-2005 Deferrals
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9
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|
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8. Miscellaneous and Signature Page
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9-10
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Exhibits A through D
1.1.
Administrator
. An individual or individuals designated by WMC to process forms and receive Plan related communications from Plan Participants and otherwise assist the Committee in the administration of the Plan.
1.2.
Beneficiary(ies)
. The person or persons last designated in writing by a Plan Participant in accordance with procedures established by the Committee to receive the amounts payable under the Plan in the event of the Plan Participant’s death. A Plan Participant may designate a
Primary Beneficiary(ies)
to receive amounts payable under the Plan upon the Plan Participant’s death. A Plan Participant may also name a
Contingent Beneficiary(ies)
to receive amounts payable under the Plan upon the Participant’s death if there is no surviving Primary Beneficiary(ies).
1.3.
Board(s)
. The Board of Directors of a Fund(s).
1.4.
Committee
. A group of Fund Officers and Board Members who are Interested Persons as that term is used in the Investment Company Act of 1940 who are responsible for oversight and operation of the Plan. The Committee must consist of a minimum of three members, each currently serving as an Officer or Interested Board Member of at least one Fund. The Committee as constituted under the deferred compensation plans in effect for the Funds listed on Exhibit A immediately prior to the adoption of this Plan shall continue as the Committee under this Plan and, as necessary thereafter shall determine its membership by majority vote.
1.5.
CRMC. Capital Research and Management Company.
1.6.
Date of Crediting
.
(i)
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With respect to a retainer deferred by a Plan Participant, the Date of Crediting is the first day of the period to which the retainer relates.
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(ii)
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With respect to a meeting fee deferred by a Plan Participant, the Date of Crediting is the date of the meeting.
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(iii)
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If any Date of Crediting falls on a Saturday, Sunday or federal holiday, the Date of Crediting will be the first business day following such Saturday, Sunday or federal holiday.
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1.7.
Deferred Payment Account(s)
. An account established in the name of the Plan Participant on the books of each Fund serviced by the Plan Participant. Such account shall reflect the number of Phantom Shares credited to the Plan Participant under the Plan. A Deferred Payment Account will be divided into two separate Deferred Payment Accounts. One account will contain deferrals made prior to January 1, 2005, including any earnings thereon (“
pre-2005 deferrals”)
. The other account will contain deferrals made on or after January 1, 2005, including any earnings thereon (“
post-2004 deferrals
”).
1.8.
Disabled or Disability
. A Plan Participant is disabled when he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months
.
1.9.
Exhibit A (“List of Participating Funds”)
. List of mutual funds to which WMC provides services and that have adopted the Plan.
1.10.
Exhibit B (“Deferral Election Form”)
. A form indicating the compensation to be deferred under the Plan and the timing and manner of distribution. This form must be filed with the Administrator prior to the first day of the calendar year to which it first applies. Notwithstanding the foregoing, any person who is first elected or appointed an Independent Board Member of the Fund may file this form before or within 30 days after first becoming an Independent Board Member.
1.11.
Exhibit C (“Beneficiary Designation Form”)
. A form indicating the beneficiary designations of a Plan Participant.
1.12.
Exhibit D (“Rate of Return Election Form”)
. A form indicating the percentages of deferrals allocated to each Fund.
1.13.
Fixed Dollar Installment Method
. One of the two alternative methods to a lump-sum available for payments under the Plan other than for reasons of death, Disability or Unforeseeable Emergency. The amount of each installment shall equal the fixed dollar amount previously selected by the Plan Participant on Exhibit B. A Plan Participant’s Deferred Payment Account subject to the Fixed Dollar Installment method shall be adjusted by the amount of each such installment payment by reducing the number of Phantom Shares of each Fund credited to the Deferred Payment Account using the net asset values per Class A share as of the last day of the calendar quarter immediately preceding the date of payment. These reductions shall occur proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the same before and after each installment payment.
1.14.
Fund(s)
. A mutual fund which receives services from WMC or which is advised by CRMC, collectively the “Funds.”
1.15.
Independent Board Member(s)
. Directors or trustees and as applicable advisory board members who are not considered “interested persons” under the Investment Company Act of 1940 of any mutual fund to which WMC provides services and which is listed in Exhibit A
1.16
Interested Persons
. Fund Officers and Directors who are considered to be “interested persons” under the Investment Company Act of 1940 of any mutual fund managed by CRMC or to which WMC provides services and listed on Exhibit A.
.
1.17.
Permissible Payment Event
. A Permissible Payment Event is any one of the following:
(i)
|
The date specified in Exhibit B by the Plan Participant that is objectively determinable at the time compensation is deferred under the Plan and is at least twenty-four months past the date of the first deferral election made by the Plan Participant; or
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(ii)
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The date on which the Plan Participant is no longer an Independent Board Member of any Fund; or
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(iii)
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The date the Plan Participant dies; or
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(iv)
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The date the Administrator receives notification that the Plan Participant is Disabled; or
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(v)
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The date the Committee determines that the Plan Participant has an Unforeseeable Emergency; or
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(vi)
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For pre-2005 deferrals only, a distribution event permissible under the terms of the Plan in effect on January 1, 2004.
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1.18.
Phantom Shares
. Fictional shares of the Fund(s) that a Plan Participant has selected in Exhibit D that have been credited to his or her Deferred Payment Account(s). Phantom Shares shall have the same economic characteristics as actual Class A shares in terms of mirroring changes in net asset value and reflecting corporate actions (including, without limitation, receipt of dividends and capital gains distributions). However, because Phantom Shares are fictional, they shall not entitle any Plan Participant to vote on matters of any sort, including those affecting the Funds.
1.19.
Plan or Deferred Compensation Plan
. The deferred compensation plan adopted by the Funds listed in Exhibit A.
1.20.
Plan Participant(s)
. An Independent Board Member who has elected to defer compensation under the Plan, or is receiving payments under the Plan in respect of prior service as an Independent Board Member.
1.21.
Unforeseeable Emergency
. The following events may constitute an Unforeseeable Emergency under the Plan: (i) severe financial hardship of the Plan Participant or his or her Beneficiary(ies) resulting from illness or accident of the Plan Participant or Beneficiary(ies) and such spouses or dependents of the Plan Participant or Beneficiary(ies); (ii) loss of the Plan Participant’s or Beneficiary(ies)’ property due to casualty or (iii) similar extraordinary unforeseeable circumstances beyond the control of the Plan Participant or the Beneficiary(ies). The Committee, in its sole discretion, will determine if the Plan Participant has an Unforeseeable Emergency, after taking into account the extent to which such Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Plan Participant's assets (to the extent the liquidation of such assets would not itself cause an Unforeseeable Emergency).
1.22.
Variable Dollar Installment Method
. One of the two alternative methods to a lump-sum available for payments under the Plan other than for reasons of death, Disability or Unforeseeable Emergency. The amount of each installment shall be determined for a Deferred Payment Account by multiplying the number of Phantom Shares of a Fund(s) allocated to the Deferred Payment Account by a fraction, the numerator of which shall be one and the denominator of which shall be the then remaining number of unpaid installments (including the installment then to be paid), and multiplying the resulting number of Phantom Shares by the net asset value per Class A share of such Fund(s) as of the last day of the calendar quarter immediately preceding the date of payment. A Plan Participant’s Deferred Payment Account subject to the Variable Dollar Installment method shall be adjusted by the amount of each such installment payment by reducing the number of Phantom Shares of each Fund credited to the Deferred Payment Account. These reductions shall occur proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the same before and after each installment payment. For this purpose, net asset values per Class A share as of the last day of the calendar quarter immediately preceding the date of payment shall be used in calculating pre- and post-payment values.
1.23.
WMC.
Washington Management Corporation.
With effect on January 1, 2005, each mutual fund to which WMC provides services and listed in Exhibit A has adopted, by the affirmative vote of at least a majority of its Board (including a majority of its Board members who are not interested persons of the mutual fund), this Plan for Independent Board Members.
3.
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PLAN OVERSIGHT; ADMINISTRATION AND AMENDMENT
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3.1.
Plan Oversight and Operation
. The Committee shall enforce the Plan in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes. The Committee may utilize the services of the Administrator to conduct routine Plan administration.
3.2.
Plan Interpretation and Administration
. The Committee shall have full discretion to construe and interpret the terms and provisions of the Plan, which interpretation or construction shall be final and binding on all parties, including, but not limited to, the Funds and any Plan Participant or Beneficiary. The Committee shall administer such terms and provisions in a uniform and non-discriminatory manner and in full accordance with any and all laws and regulations applicable to the Plan.
3.3.
Plan Amendment
. The Committee may approve any amendment to the Plan; provided, however, (i) that no such amendment shall adversely affect the right of Plan Participants to receive amounts previously credited to their Deferred Payment Accounts; and (ii) each Independent Board Member shall receive notification of any such proposed amendment to the Plan at least ten (10) days prior to the Committee’s consideration of such amendment. Upon receipt of such notification, an Independent Board Member may communicate to the Committee for its consideration any concern or objection to the proposed amendment.
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3.4.
Plan Termination
. The Committee may recommend to the Boards the termination of the Plan; provided, however, that no such termination shall adversely affect the right of Plan Participants to receive amounts previously credited to their Deferred Payment Accounts.
4.
|
ELECTION TO DEFER PAYMENTS
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4.1.
Election to Defer
. Pursuant to the Plan, Independent Board Members may elect to have all or any portion of payment of their retainer and/or meeting fees, including board and committee meeting fees, deferred as provided herein. An Independent Board Member who elects to participate in the Plan shall file copies of Exhibits B, C and D with the Administrator. An Independent Board Member will not be treated as a Plan Participant and no amount will be deferred under the Plan until Exhibits B, C and D are received by the Administrator and determined by the Administrator to be complete and in good order.
4.2.
Current Independent Board Members
. A deferral election made by a Plan Participant who timely files Exhibits B, C and D with the Administrator shall become effective and apply with respect to retainers and meeting fees earned during the calendar year following the filing of the deferral election, and each subsequent calendar year, unless modified or revoked in accordance with the terms of this Plan. During the period from such filing and prior to the effectiveness of such election, the most recently filed and effective Exhibit B shall apply to all amounts payable to the Plan Participant under the Plan.
4.2.a.
Newly Elected or Appointed Independent Board Members
. Any person who is first elected or appointed an Independent Board Member of the Fund during a calendar year and who timely files Exhibits B, C and D with the Administrator may elect to defer any unpaid portion of (i) the retainer applicable to such calendar year and (ii) the fees for future meetings during such calendar year. Unless revoked or modified in accordance with the terms of this Plan, a deferral election made pursuant to this paragraph will apply for each subsequent calendar year after the year of the deferral election.
4.3.
Modification or Revocation of an Election to Defer
. A Plan Participant may modify or revoke an election to defer, as to future compensation, effective on the first day of the next calendar year, which modification or revocation shall remain in effect for each subsequent calendar year (until modified or revoked in accordance with the Plan), by filing a new Exhibit B with the Administrator prior to the beginning of such next calendar year.
5.
|
BENEFICIARY DESIGNATION
|
Each Plan Participant 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 one or more Funds in which his or her deferred compensation is invested for purposes of crediting earnings, by filing Exhibit D with the Administrator. Any compensation deferred by a Plan Participant shall be credited to his or her Deferred Payment Account on the books of each Fund served by the Plan Participant in the form of Phantom Shares of the Fund(s) that the Plan Participant has selected.
The number of Phantom Shares credited to a Plan Participant’s Deferred Payment Account shall be the number of whole and fractional Phantom Shares determined by dividing the amount of the deferred compensation invested in the particular Fund(s) by the net asset value per Class A share of such Fund(s) as of the Date of Crediting.
6.2.
Change of Investment Designation
. A Plan Participant may change the designation of the Fund(s) in which his or her future deferred compensation is invested by filing a revised Exhibit D with, or by telephoning, the Administrator. The Administrator will confirm promptly in writing to the Plan Participant any change of investment designation accomplished by telephone. Any change of investment designation shall be effective only with respect to retainers and meeting fees earned after receipt of such request by the Administrator. If a request is received after 4:00pm ET, the change in investment designation will be effective the next business day.
6.3.
Exchange Requests
. By contacting the Administrator, a Plan Participant may request to exchange Phantom Shares of one or more Funds previously credited to a Deferred Payment Account for Phantom Shares of another Fund(s) based on their relative net asset values per Class A share next determined. The Administrator will confirm promptly in writing to the Plan Participant any exchange request made by telephone. An exchange request will be effective after receipt of such request by the Administrator If a request is received after the close of the New York Stock Exchange, the exchange will be effective on the next business day. An exchange request may relate to one or more Deferred Payment Accounts; however, no more than 12 exchange requests will be processed each calendar year for all amounts credited under this Plan to any one Plan Participant. For purposes of this limitation, all exchange requests received by the Administrator in one day shall be treated as one exchange request.
7.
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TIMING AND MANNER OF PAYMENTS
|
7.1.
Timing of Payments
. Amounts credited to a Deferred Payment Account under the Plan to a Plan Participant shall be paid to the Plan Participant in accordance with the terms of the Plan only upon the occurrence of a Permissible Payment Event.
7.2.
Manner of Payment – Lump Sum
. Upon the occurrence of a Permissible Payment Event, the amount of payment to a Participant shall be determined by multiplying the number of Phantom Shares of a Fund(s) that have been allocated to the Plan Participant’s Deferred Payment Account subject to the Permissible Payment Event, by the net asset value per Class A share of such Fund(s) as of the date of the Permissible Payment Event.
The payment shall be made to the Plan Participant as soon as administratively practicable, but in no event later than thirty (30) days from the date of the Permissible Payment Event.
7.3.
Alternative Payment Methods
. A Plan Participant entitled to payment for reasons
other than
death, Disability or Unforeseeable Emergency, may elect, instead of a lump-sum payment, to receive annual or quarterly installment payments as specified by the Plan Participant in Exhibit B.
The Plan Participant may elect either the Variable Dollar Installment Method or the Fixed Dollar Installment Method for a period not to exceed twenty (20) years. Once installment payments begin under either method, they cannot be stopped, except in case of death, Disability or Unforeseeable Emergency. Under either method, the first payment to a Plan Participant shall be calculated as of last day of the calendar quarter that contains the Permissible Payment Event. This first payment shall be made to the Plan Participant as soon as administratively practicable thereafter, but in no event later than thirty (30) days after the end of the calendar quarter that contains the Permissible Payment Event. Subsequent payments shall be made within thirty (30) days of the close of future calendar quarters or years, consistent with the Plan Participant’s election of either quarterly or annual installments. As of December 31, 2006, Plan Participants receiving payments under either one of the alternative payment methods will continue to receive payments under the payment schedule existing on that date.
In no event shall a payment under the Fixed Dollar Installment Method relating to a Deferred Payment Account exceed the value of the Deferred Payment Account as of the last day of the calendar quarter immediately preceding the date of payment. If any balance credited to a Plan Participant’s Deferred Payment Account remains positive on the date twenty (20) years from the date of the initial payment to the Plan Participant, then such remaining balance shall be paid to the Plan Participant as soon as practicable thereafter in a single lump sum payment.
The right to a series of installment payments with respect to post-2004 deferrals under the Plan shall be treated as a right to a series of separate payments
7.4.
Death of Plan Participant
. If the Plan Participant dies at any time before all amounts in his or her Deferred Payment Accounts have been paid, such remaining amounts shall be paid in a lump-sum to the Plan Participant’s Beneficiary(ies).
7.5.
Disability of Plan Participant
. In the event the Plan Participant shall become Disabled before all amounts credited to the Plan Participant’s Deferred Payment Accounts have been paid to him or her, such remaining amounts shall be paid in a lump sum to the Plan Participant.
7.6.
Unforeseeable Emergency
. If the Committee determines that the Plan Participant has an Unforeseeable Emergency, the Committee may make a lump sum payment to the Plan Participant from his or her Deferred Payment Account(s) in an amount not to exceed the amount necessary to satisfy the emergency need plus any taxes that may be owed on the payment. In the event the payment is less than the value of all of the Plan Participant’s Deferred Payment Accounts, the Deferred Payment Accounts shall be reduced proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the same before and after payment.
7.7.
Modification or Revocation for Post-2004 Deferrals
. A Plan Participant’s designation as to timing and manner of payments of post-2004 deferrals under the Plan may be modified or revoked by filing a written election with the Administrator. Such designation will not be effective for at least 12 months. To be valid the new designation must (i) be made at least 12 months before the first scheduled payment under the current designation and (ii) delay the first payment by at least 5 years from the date the first payment would otherwise have been made under the current designation. No other modification of the designation as to the timing or manner of payment will be valid.
7.7.a.
Special Transition Rule
. Under U.S. Treasury transition relief that extends through December 31, 2008 (or such later date as may be included in further Treasury guidance) a Plan Participant may change the timing or manner of payment of post-2004 deferrals without regard to the limitations described in paragraph 7.7.
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.
8.1.
Purchase of Underlying Shares
. To the extent a Plan Participant’s Deferred Payment Account has been credited with Phantom Shares of a Fund other than the Fund responsible for payment of the compensation being deferred, a Fund may, but shall not be obligated to, purchase and maintain Class A shares of such other Fund in amounts equal in value to such Phantom Shares.
8.2.
Unsecured Promise to Pay
. Amounts credited to a Plan Participant’s Deferred Payment Account under this Plan shall not be evidenced by any note or other security, funded or secured in any way. No assets of a Fund (including, without limitation, shares of other Funds) shall be segregated for the account of any Plan Participant (or Beneficiary), and Plan Participants (and Beneficiaries) shall be general unsecured creditors for payments due under the Plan.
8.3.
Withholding Taxes.
The Administrator shall deduct any federal, state or local taxes and other charges required by law to be withheld.
8.4.
Statements
. The Administrator, on behalf of each Fund, shall furnish to each Plan Participant a statement showing the balance credited to his or her Deferred Payment Account at least annually.
8.5.
Assignment
. No amount in a Plan Participant’s Deferred Payment Account may be assigned or transferred by the Plan Participant except by will or the law of descent and distribution.
8.6.
Governing Law; Severability
. The Plan shall be construed, governed and administered in accordance with the laws of the District of Columbia to the extent that the regulations of the United States Treasury Department do not govern. 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.
Washington Mutual Investors Fund, Inc.
:
/s/ Jeffrey L. Steele
Jeffrey L. Steele, President & Principal Executive Officer
/s/ Jennifer L. Butler
Jennifer L. Butler , Secretary
American Funds Tax Exempt Series I:
/s/ Jeffrey L. Steele
Jeffrey L. Steele, President & Principal Executive Officer
/s/ Stephanie L. Pfromer
Stephanie L. Pfromer, Secretary
EXHIBIT A
LIST OF PARTICIPATING FUNDS
The Tax-Exempt Fund of Maryland
The Tax-Exempt Fund of Virginia
Washington Mutual Investors Fund, Inc.
EXHIBIT B
1
Deferral Election Form
I am a participant in the Deferred Compensation Plan for Independent Board Members of the mutual funds to which WMC provides services and I wish my compensation from service on the Board, a Committee of the Board or on the Advisory Committee to the Board to [all funds][the following funds ______________________________________] deferred as follows:
I elect to defer the following portion of my compensation from the funds to which WMC provides services and designated above:
1
|
·
Annual retainer as an Independent Board Member:
%
·
Board and Committee meeting fees as an Independent Board Member:
%
I understand that, to be effective, this election must be filed with the Administrator of the Plan prior to the first day of the first calendar year to which it applies, except as provided in Section 4.2.a. of the Plan. Once effective, this election will continue until revoked or modified in accordance with the terms of the Plan.
|
I hereby specify that I shall be entitled to payment of my deferred compensation upon the occurrence of either Permissible Payment Event indicated in the corresponding box (check one), or any other Permissible Payment Event:
|
q
The date on which I am no longer an Independent Board Member of any fund to which WMC provides services ; or
q
The following date which is objectively determinable at the time my compensation is deferred and is at least twenty four months past the date of the first deferral election made by me (cannot be an “event”):
|
I hereby specify that payments from my Deferred Payment Account(s) for the fund(s) listed above be made beginning within thirty (30) days of the close of the calendar quarter containing the Permissible Payment Event (outlined above):
|
q
In a single lump sum payment
;
OR
q
In annual
q
In quarterly
variable dollar installment payments over a period of
q
5 years
q
10 years
q
15 years
q
years (not to exceed 20);
OR
q
In annual
q
In quarterly
fixed dollar payments of
$
each; however, in no event shall any installment payment exceed the balance credited to my Deferred Payment Account on the date immediately preceding the date of payment.
|
Name (please print) Date
____________________
Signature SSN or ITIN
1
If clarification regarding deferrals for different Funds is necessary, please attach explanatory sheet.
EXHIBIT C
2
Beneficiary Designation Form
I hereby designate the following beneficiary(ies) to receive any death benefit payable on account of my participation in the Deferred Compensation Plan for Independent Board Members of
the mutual funds to which WMC provides services.
Primary Beneficiary(ies):
|
1.
Name:
% Share:
Address:
Relationship:
Date of Birth:
Social Security #:
Trust Name and Date (if beneficiary is a trust):
Trustee of Trust:
2.
Name:
% Share:
Address:
Relationship:
Date of Birth:
Social Security #:
Trust Name and Date (if beneficiary is a trust):
Trustee of Trust:
|
Contingent Beneficiary(ies):
|
1.
Name:
% Share:
Address:
Relationship:
Date of Birth:
Social Security #:
Trust Name and Date (if beneficiary is a trust):
Trustee of Trust:
2.
Name:
% Share:
Address:
Relationship:
Date of Birth:
Social Security #:
Trust Name and Date (if beneficiary is a trust):
Trustee of Trust:
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I understand that payment will be made to my Contingent Beneficiary(ies) only if there is
no
surviving Primary Beneficiary(ies).
Participant’s Name (please print) Date
Participant’s Signature
EXHIBIT D
3
Rate of Return Election Form
I am a participant in the Deferred Compensation Plan for Independent Board Members of
the mutual funds managed by CRMC and I wish my compensation from Board service to [all funds] [the following funds ________________________________________________________________] invested as follows:
With respect to future earnings, I hereby elect to have amounts credited to my Deferred Payment Account(s) for the fund(s) listed above invested in Class A shares of the specified funds:
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FUNDS
% ALLOCATION
AMCAP Fund, Inc.
American Balanced Fund, Inc.
American Funds Money Market Fund*
American High-Income Municipal Bond Fund, Inc.
American High-Income Trust
American Mutual Fund, Inc.
The Bond Fund of America, Inc.
Capital Income Builder, Inc.
Capital World Bond Fund, Inc.
Capital World Growth and Income Fund, Inc.
EuroPacific Growth Fund
Fundamental Investors, Inc.
The Growth Fund of America, Inc.
The Income Fund of America, Inc.
Intermediate Bond Fund of America
International Growth and Income Fund, Inc.
The Investment Company of America
Limited Term Tax-Exempt Bond Fund of America
The New Economy Fund
New Perspective Fund, Inc.
New World Fund, Inc.
American Funds Short-Term Tax-Exempt Bond Fund.*
SMALLCAP World Fund, Inc.
Short-Term Bond Fund of America, Inc.
The Tax-Exempt Bond Fund of America, Inc.
The Tax-Exempt Fund of California
The Tax-Exempt Fund of Maryland
The Tax-Exempt Fund of Virginia
U.S. Government Securities Fund
Washington Mutual Investors Fund, Inc.
American Funds 2050 Target Date Retirement Fund
American Funds 2045 Target Date Retirement Fund
American Funds 2040 Target Date Retirement Fund
American Funds 2035 Target Date Retirement Fund
American Funds 2030 Target Date Retirement Fund
American Funds 2025 Target Date Retirement Fund
American Funds 2020 Target Date Retirement Fund
American Funds 2015 Target Date Retirement Fund
American Funds 2010 Target Date Retirement Fund
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I have read and understand this Rate of Return Election Form. I understand that earnings credited to my Deferred Payment Account(s) under the Plan in accordance with this Form shall be credited in the form of Phantom Shares rather than actual shares. I further state that I have reviewed the prospectus for each designated mutual fund.
Name (please print) Date
Signature
GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective as of July 1, 2010, and is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("Bank") and Washington Mutual Investors Fund ("Customer").
WHEREAS, Customer is or may be organized with one or more series of shares, each of which shall represent an interest in a separate investment portfolio of cash, securities and other assets; and
WHEREAS, Customer desires to appoint, in accordance with the provisions of the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations thereunder, Bank as custodian on behalf of itself or those of its existing or additional series of shares (each such listed investment portfolio being referred to hereinafter as a “Portfolio”), and Bank has agreed to act as custodian for the Portfolios under the terms and conditions hereinafter set forth.
NOW THEREFORE, Bank and Customer agree as follows:
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Appointment of Custodian; Customer Accounts.
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Customer hereby appoints Bank as its custodian for each Portfolio. Bank hereby accepts such appointment. Bank, acting as “Securities Intermediary” (as defined in Section 2 hereof) shall establish and maintain the following accounts in the name of Customer on behalf of each Portfolio:
(a) a Custody Account for Securities and other Financial Assets (as such terms are defined in Section 2 hereof); and
(b) an account (“Deposit Account”) for any and all cash in any currency received by Bank or its Subcustodian for the account of the Portfolio, which cash shall not be subject to withdrawal by draft or check.
Customer warrants its authority on behalf of each Portfolio to: (i) deposit the Financial Assets and cash (collectively, "Assets") received in the Custody Account or the Deposit Account, as the case may be (collectively, “Accounts”) and (ii) give Instructions concerning the Accounts and such Instructions shall be clear as to which Portfolio they relate. Bank may deliver Financial Assets with different certificate number(s) but which are otherwise identical in all respects (including, without limitation, any related CUSIP, ISN, rights and privileges) to Financial Assets deposited in the Custody Account.
Bank shall be accountable under the terms of this agreement to the Customer for all Assets held in the Accounts and shall take prompt and appropriate action to remedy any discrepancies with respect to such Assets. Upon written agreement between Bank and Customer, additional Accounts may be established and separately accounted for as additional Accounts hereunder.
As used herein, the following terms shall have the following respective meanings:
(a) “Affiliate” shall mean an entity controlling, controlled by, or under common control with, another entity.
(b) “Authorized Person" shall mean an employee or agent (including an investment manager) designated by prior written notice from Customer or its designated agent to act on behalf of Customer hereunder. Such persons shall continue to be Authorized Persons until such time as Bank receives Instructions from Customer or its designated agent that any such employee or agent is no longer an Authorized Person.
(c) “Certificated Security” shall mean a Security that is represented by a certificate.
(d) “Custody Account” shall mean each custody account on Bank’s records to which Financial Assets are or may be credited pursuant hereto.
(e) “Eligible Foreign Custodian” shall have the meaning assigned thereto in Rule 17f-5 (and shall include any entity qualifying as such pursuant to an exemption, rule or other appropriate action of the U.S. Securities and Exchange Commission).
(f) “Eligible Securities Depository” shall have the meaning assigned thereto in Rule 17f-7 (and shall include any entity qualifying as such pursuant to an exemption, rule or other appropriate action of the U.S. Securities and Exchange Commission).
(g) “Eligible Contract” shall mean a currently effective written contract between Bank and a Subcustodian satisfying the requirements of paragraph (c)(2) of Rule 17f-5 (including any amendments thereto or successor provisions).
(h) “Entitlement Holder” shall mean the person on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary.
(i) “Financial Asset” shall have the meaning assigned thereto in Article 8 of the Uniform Commercial Code, which, as of the date hereof, generally means:
(i) a Security;
(ii) an obligation of a person or a share, participation or other interest in a person or property or enterprise of a person, which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; or
(iii) any property that is held by a Securities Intermediary for another person in a Securities account if the Securities Intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under Article 8 of the Uniform Commercial Code. As the context requires, the term means either the interest itself or the means by which a person’s claim to it is evidenced, including a Certificated Security or an Uncertificated Security, a Security certificate, or a Security Entitlement. Financial Asset shall in no event mean cash.
(j) “Foreign Assets” shall have the meaning assigned thereto under Rule 17f-5, which, as of the date hereof, means any investments (including foreign currencies) for which the primary market is outside the United States, and any cash and cash equivalents that are reasonably necessary to effect Customer’s transactions in those investments.
(k) “Instructions" shall mean instructions of any Authorized Person received by Bank, via telephone, telex, facsimile transmission, bank wire or other teleprocess or electronic instruction or trade information system (which may include Internet-based systems involving appropriate testing and authentication) acceptable to Bank which Bank believes in good faith to have been given by, or under the direction of, Authorized Persons. The term "Instructions" includes, without limitation, instructions to sell, assign, transfer, deliver, purchase or receive for the Custody Account, any and all stocks, bonds and other Financial Assets or to transfer funds in the Deposit Account.
(l) “Local Practice” shall mean the customary securities trading or securities processing practices and procedures generally accepted by Institutional Investors in the jurisdiction or market in which the transaction occurs, including, without limitation:
(i) delivering Financial Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such securities from such purchaser or dealer;
(ii) delivering cash to a seller or a dealer (or an agent for such seller or dealer) against expectation of receiving later delivery of purchased Financial Assets; or
(iii) in the case of a purchase or sale effected through a securities system, in accordance with the rules governing the operation of such system.
(m)
“Institutional Investor” shall mean a major commercial bank, corporation, insurance company, or substantially similar institution, which, as a substantial part of its business operations, purchases and sells Financial Assets and makes use of global custodial services.
(n)
“Intermediary Custodian” shall mean any Subcustodian that is a Securities Intermediary and is qualified to act as a custodian.
(o) “Riders” shall have the meaning assigned thereto in Section 16(f) of this Agreement.
(p) “Rule 17f-5” shall mean rule 17f-5 under the 1940 Act, including any amendments thereto or successor rules.
(q) “Rule 17f-7” shall mean rule 17f-7 under the 1940 Act, including any amendments thereto or successor rules.
(r) “Security” shall have the meaning assigned thereto in Article 8 of the Uniform Commercial Code, which, as of the date hereof, generally means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer:
(i) which is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;
(ii) which is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations; and
(A) is, or is of a type, dealt in or traded on securities exchanges or securities markets; or
(B) is a medium for investment and by its terms expressly provides that it is a security governed by Article 8 of the Uniform Commercial Code.
(s) “Securities Depository” means a clearing corporation that is registered with the U.S. Securities and Exchange Commission as a clearing agency under section 17A of the Securities Exchange Act of 1934; or a Federal Reserve Bank or other person authorized to operate the federal book entry system described in the regulations of the Department of Treasury codified at 31 CFR 357, Subpart B, or book-entry systems operated pursuant to comparable regulations of other federal agencies.
(t) “Securities Entitlement” shall mean the rights and property interest of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code.
(u) “Securities Intermediary” shall have the meaning assigned thereto in Article 8 of the Uniform Commercial Code, which, as of the date hereof, means Bank, a Subcustodian, a securities depository, clearing corporation or any other person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.
(v) “Uncertificated Security” shall mean a Security that is not represented by a certificate.
(w) “Uniform Commercial Code” shall mean the Uniform Commercial Code of the State of New York, as amended from time to time.
3.
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Maintenance of Financial Assets and Cash at Bank and Subcustodian Locations.
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Unless Instructions specifically require another location reasonably acceptable to Bank:
(a) Financial Assets shall be held in the country or other jurisdiction in which the principal trading market for such Financial Assets is located, where such Financial Assets are to be presented for payment or where such Financial Assets are acquired; and
(b) Cash shall be credited to an account in a country or other jurisdiction in which such cash may be legally deposited or is the legal currency for the payment of public or private debts.
Cash may be held pursuant to Instructions in such accounts as may be available for the particular currency, recognizing that accounts bearing commercially reasonable interest will be used to the extent such use does not violate applicable law. To the extent Instructions are issued and Bank can comply with such Instructions, Bank is authorized to maintain cash balances on deposit for Customer with itself (or its Affiliates, in accordance with applicable law and regulation), at such commercially reasonable rates of interest as may from time to time be paid on such accounts, or in non-interest bearing accounts as Customer may direct, if acceptable to Bank.
If Customer wishes to have any Foreign Assets belonging to one or more Portfolios held in the custody of an institution other than the established Subcustodians as defined in Section 4 (or an Eligible Securities Depository listed on Schedule B hereto), such arrangement must be authorized by a written agreement, signed by Bank and Customer.
If Bank places and maintains Customer’s Financial Assets, corresponding to a Securities Entitlement, with a Securities Depository or Intermediary Custodian, Bank must:
(x) at a minimum exercise due care in accordance with reasonable commercial standards in discharging its duty as a Securities Intermediary to obtain and thereafter maintain such Financial Assets;
(y) provide, promptly upon request by Customer, such reports as are available concerning the internal accounting controls and financial strength of Bank; and
(z) require any Intermediary Custodian at a minimum to exercise due care in accordance with reasonable commercial standards in discharging its duty as a Securities Intermediary to obtain and thereafter maintain Financial Assets corresponding to the Securities Entitlements of its Entitlement Holders.
(a) Bank may act under the Agreement through the subcustodians with which Bank has entered into Eligible Contracts and which are listed on Schedule A attached hereto (“Subcustodians”). Bank reserves the right, exercising reasonable care, prudence and diligence, to amend Schedule A from time to time. Any such amendment shall be effective upon 45 calendar days’ written notice to Customer in accordance with the Agreement or such shorter period as Bank reasonably believes is necessary, with due regard to the continuing reasonable care of the Customer’s Foreign Assets in accordance with Rule 17f-5.
(b) Bank hereby represents to Customer that each Subcustodian is an Eligible Foreign Custodian. If Schedule A is amended to add one or more Subcustodians, this representation shall be effective as to the amended Schedule on the date of such amendment. Bank shall promptly advise Customer if any Subcustodian ceases to be an Eligible Foreign Custodian.
(c) Customer authorizes Bank to hold Assets belonging to each Portfolio in accounts that Bank has established with one or more of its branches or such Subcustodians, provided that, in the case of an Eligible Foreign Custodian, Customer’s Foreign Custody Manager has made the determinations required by Rule 17f-5 with respect to the Portfolio’s Foreign Assets to be held by such Subcustodian. If Bank is not acting as Foreign Custody Manager for the relevant Portfolio at such time, Customer shall give Bank appropriate notice of such determinations.
5.
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Appointment as Foreign Custody Manager.
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Customer hereby appoints Bank as its Foreign Custody Manager for each Portfolio in accordance with Rule 17f-5. Bank hereby accepts such appointment. Customer and Bank shall act in conformity with such rule (including any amendments thereto or successor provisions) for as long as Bank acts as Customer’s Foreign Custody Manager. Bank’s appointment as Foreign Custody Manager for a Portfolio (or for a particular country or other political or geographical jurisdiction) may be terminated at any time by Customer or Bank, regardless of whether Bank serves as custodian for such Portfolio hereunder. Any such termination as to one or more Portfolios (or jurisdictions) shall be effected in a manner consistent with the provisions for notice and termination set forth elsewhere in this Agreement. Bank shall not be obligated to serve in this capacity for a Portfolio if Bank no longer acts as Customer’s custodian for such Portfolio.
As of the date hereof, Rule 17f-5 provides that Customer may from time to time place or maintain in the care of an Eligible Foreign Custodian any of Customer’s Foreign Assets,
provided that:
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(a)
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Customer’s Foreign Custody Manager determines that Customer’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with the Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation:
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(i)
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The Eligible Foreign Custodian’s practices, procedures, and internal controls, including, but not limited to, the physical protections available for Certificated Securities (if applicable), the method of keeping custodial records, and the security and data protection practices;
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(ii)
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Whether the Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for Foreign Assets;
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(iii)
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The Eligible Foreign Custodian’s general reputation and standing; and
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(iv)
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Whether Customer will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the custodian in the United States or the custodian’s consent to service of process in the United States.
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(b)
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The arrangement with the Eligible Foreign Custodian is governed by a written contract that Customer’s Foreign Custody Manager, has determined will provide reasonable care for Customer’s assets based on the standards set forth in paragraph (a) above.
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(i)
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Such contract must provide:
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(A)
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For indemnification or insurance arrangements (or any combination of the foregoing) that will adequately protect Customer against the risk of loss of Foreign Assets held in accordance with such contract;
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(B)
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That Foreign Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of the custodian arising under bankruptcy, insolvency, or similar laws;
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(C)
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That beneficial ownership of the Foreign Assets will be freely transferable without the payment of money or value other than for safe custody or administration;
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(D)
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That adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer;
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(E)
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That Customer’s independent public accountants will be given access to those records or confirmation of the contents of those records; and
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(F)
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That Customer will receive periodic reports with respect to the safekeeping of Customer’s assets, including, but not limited to, notification of any transfer to or from Customer’s account or a third party account containing assets held for the benefit of Customer.
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(ii)
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Such contract may contain, in lieu of any or all of the provisions specified in paragraph (b)(i) above, such other provisions that Customer’s Foreign Custody Manager, reasonably determines will provide, in their entirety, the same or a greater level of care and protection for the Foreign Assets as the specified provisions, in their entirety.
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(c)
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(i)
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Customer’s Foreign Custody Manager, has established a system to monitor the appropriateness of maintaining Customer’s assets with a particular custodian under paragraph (a) above, and to monitor performance of the contract under paragraph (b) above.
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(ii)
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If an arrangement no longer meets these requirements, Customer must withdraw its assets from the Eligible Foreign Custodian as soon as reasonably practicable.
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Customer’s Foreign Custody Manager will provide written reports in a form reasonably acceptable to Customer (or an Authorized Person) notifying Customer’s Board of Directors (or equivalent body; hereinafter, “Board”) of the placement of Customer’s Foreign Assets with a particular custodian and of any material change in Customer’s non-U.S. custody arrangements, with the reports to be provided to the Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customer’s non-U.S. custody arrangements.
Customer hereby confirms that Customer will withdraw its Foreign Assets from any non-U.S. custodian as soon as reasonably practicable upon written notification from Customer’s Foreign Custody Manager that custody arrangements with such custodian no longer meet the requirements of Rule 17f-5 (an “Adverse Notification”). Customer also confirms that, if Bank is acting as Customer’s Foreign Custody Manager and has delivered an Adverse Notification to Customer, Bank, as Foreign Custody Manager, shall have no further responsibility under this Agreement in relation to Customer’s Foreign Assets held under any custody arrangement covered by such Adverse Notification following the Adverse Notification. (However, the existence of an Adverse Notification shall not affect the scope of responsibilities, or the standard of care, applicable to Bank in relation to such Assets under other provisions of this Agreement.)
6. Securities Depositories.
(a) Bank hereby represents to Customer that each securities depository listed on Schedule B is an Eligible Securities Depository. If Schedule B is amended, this representation shall be effective as to the amended Schedule on the date of such amendment. Bank shall promptly advise Customer if any securities depository listed on Schedule B ceases to be an Eligible Securities Depository.
(b) Bank shall provide Customer an analysis of the custody risks (which analyses may be provided to Customer electronically) associated with maintaining Customer’s Foreign Assets with each Eligible Securities Depository used by Bank and at which any Foreign Assets of Customer are held or are expected to be held. Bank shall use reasonable efforts to provide such analysis at least annually on March 31
st
of each calendar year (or, in the case of an Eligible Securities Depository not used by Bank as of the agreed upon date, prior to the initial placement of Customer’s Foreign Assets at such Depository after such date). Bank shall monitor the custody risks associated with maintaining Customer’s Foreign Assets at each such Eligible Securities Depository on a continuing basis, and shall promptly notify Customer or its investment adviser of any material changes in such risks.
(c) Bank shall, upon Customer’s reasonable request from time to time, provide certain additional information (“Additional Information”) to Customer beyond the scope of the information Bank is otherwise obligated to provide to Customer under this Agreement, or any other agreement between the parties relating to Customer’s Foreign Assets. For example, Additional Information may relate to a country’s financial infrastructure, prevailing custody and settlement practices, laws applicable to the safekeeping and recovery of Foreign Assets held in custody, and the likelihood of nationalization, currency controls and similar risks, but shall not include information required to be provided under this Agreement or any other agreement between the parties relating to Customer’s Foreign Assets.
(d) Bank’s obligation to provide Customer with Additional Information shall be limited to the extent Additional Information is (i) already in the possession of Bank, or (ii) available to Bank using commercially reasonable means. Customer hereby acknowledges that: (i) Additional Information is designed solely to inform Customer of certain market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable, but does not assume responsibility for inaccuracies or incomplete information attributable to actions or omissions of third parties. (For this purpose, “third parties” shall not include any of the Subcustodians listed on Schedule A, except to the extent that, in a given case, a Subcustodian accurately transmitted information it had itself received from a third party (such as from a regulator or securities depository) rather than information it had generated itself.)
(e) Customer and Bank hereby acknowledge and agree that the decision to place Customer's Foreign Assets with an Eligible Securities Depository shall be made by Customer's investment adviser (subject to the Board's oversight) or the Customer, after consideration of the information provided by Bank and other information Customer deems relevant, and based on standards of care that are generally applicable to investment advisers and the Board. Further, the parties understand that the decision to place Customer’s Foreign Assets with an Eligible Securities Depository does not have to be made separately, but may be made in the overall context of the decision to invest in a particular country.
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Use of Subcustodians and Securities Depositories.
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(a) Bank shall identify the Assets on its books as belonging to Customer and identify the Portfolio to which such Assets belong.
(b) A Subcustodian shall hold such Assets together with assets belonging to other customers of Bank in accounts identified on such Subcustodian's books as custody accounts for the exclusive benefit of customers of Bank, such that it is readily apparent that the Assets do not belong to Bank or the Subcustodian.
(c) Any Financial Assets in the Accounts held by a Subcustodian shall be subject only to the instructions of Bank or its agent. Any Financial Assets held in a securities depository for the account of a Subcustodian shall be subject only to the instructions of such Subcustodian or its agent.
(d) Where Securities are deposited by a Subcustodian with a securities depository, Bank shall cause the Subcustodian to identify on its books as belonging to Bank, as agent, the Securities shown on the Subcustodian’s account on the books of such securities depository, such that it is readily apparent that the Securities do not belong to Bank or the Subcustodian.
(e) Bank shall supply periodically, as mutually agreed upon, a statement in respect of any Securities and cash, including identification of the foreign entities having custody of the Securities and cash and descriptions thereof.
8. Deposit Account Transactions.
(a) Bank (or the applicable Subcustodian) shall make payments from the Deposit Account upon receipt of Instructions which include all information reasonably required by Bank.
(b) In the event that any payment to be made under this Section 8 exceeds the funds available in the Deposit Account, Bank, in its discretion, may advance Customer such excess amount which shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by Bank on similar loans.
(c) Bank shall, or shall cause the applicable Subcustodian to: (i) subject to the last sentence hereof, collect all amounts due and payable to Customer with respect to Financial Assets and other assets held in the Accounts; (ii) promptly notify Customer of the collection of income or other payments in a currency other than US dollars that relate to Financial Assets or other Assets held by Bank (or the applicable Subcustodian’s receipt) in a manner mutually agreeable to Bank and Customer; (iii) promptly credit to the account of Customer all income and other payments relating to Financial Assets or other Assets held by Bank hereunder upon Bank’s receipt (or the applicable Subcustodian’s receipt) of such income or payments or as otherwise agreed in writing by Customer and Bank; and (iv) promptly endorse and deliver instruments required to effect such collections. If Bank credits the Deposit Account on a payable date, or at any time prior to actual collection and reconciliation to the Deposit Account, with interest, dividends, redemptions or any other amount due, Customer shall promptly return any such amount upon oral or written notification: (i) that such amount has not been received in the ordinary course of business or (ii) that such amount was incorrectly credited. If Customer does not promptly return any amount upon such notification, Bank shall be entitled, upon oral or written notification to Customer, to reverse such credit by debiting the Deposit Account for the amount previously credited. Bank shall furnish regular overdue income reports to Customer in writing (or by any means by which Instructions may be transmitted hereunder, other than by telephone) of any amounts payable with respect to Financial Assets or other Assets of Customer if such amounts are not received by Bank (or the applicable Subcustodian) when due (or otherwise in accordance with Local Practice). Bank or its Subcustodian shall have no duty or obligation to institute legal proceedings, file a claim or a proof of claim in any insolvency proceeding or take any other action with respect to the collection of such amount, but will reasonably notify Customer of any such proceedings known to Bank and may act for Customer upon Instructions after consultation with Customer.
9. Custody Account Transactions.
(a) Financial Assets shall be transferred, exchanged or delivered by Bank or its Subcustodian upon receipt by Bank of Instructions which include all information reasonably required by Bank. Settlement and payment for Financial Assets received for, and delivery of Financial Assets out of, the Custody Account shall be made in accordance with Local Practice. In connection with the foregoing, where Bank believes in good faith that use of a reasonably available alternative practice to Local Practice would be more protective of Financial Assets than Local Practice, Bank shall advise Customer of such practice and Customer may authorize its use solely in such instance or consent that such practice shall thereafter be deemed to be Local Practice.
(b) Bank shall effect book entries on a contractual settlement date accounting basis with respect to the settlement of trades in those markets where Bank generally offers contractual settlement day accounting and shall notify Customer of these markets from time to time. On the contractual settlement date for a sale, Bank shall credit the Cash Account with the sales proceeds of the sale and transfer the relevant Financial Assets to an account pending settlement of the trade if not already delivered. On the contractual settlement date for the purchase (or earlier if market practice requires delivery of the purchase price before the contractual settlement date), Bank shall debit the Cash Account with the settlement monies and credit a separate account. Bank then shall post the Securities Account as awaiting receipt of the expected Financial Assets. Customer shall not be entitled to the delivery of Financial Assets that are awaiting receipt until Bank or a Subcustodian actually receives them. Bank reserves the right to restrict in good faith the availability of contractual date settlement accounting for credit reasons. Bank, whenever reasonably possible, will notify Customer prior to imposing such restrictions.
(i) Bank may reverse credits or debits made to the Accounts in its discretion if the related transaction fails to settle within a reasonable period, determined by Bank in its discretion, after the contractual settlement date for the related transaction; provided however that prior to taking action, Bank will use every reasonable effort to give Customer written notice of any such reversal which may include back valuation.
(ii) If any Financial Assets delivered pursuant to this Section 9 are returned by the recipient thereof, Bank may reverse the credits and debits of the particular transaction at any time.
Bank shall follow Instructions received regarding Assets held in the Accounts. However, until it receives Instructions to the contrary, Bank shall:
(a) Present for payment any Financial Assets which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation, to the extent that Bank or Subcustodian is actually aware of such opportunities.
(b) Execute in the name of Customer such ownership and other certificates as may be required to obtain payments in respect of Financial Assets.
(c) Exchange interim receipts or temporary Financial Assets for definitive Financial Assets.
(d) Appoint brokers and agents for any transaction involving the Financial Assets, including, without limitation, Affiliates of Bank or any Subcustodian.
(e) Issue statements to Customer, at times and in a form mutually agreed upon, identifying the Assets in the Accounts.
Bank shall promptly send Customer an advice or notification of any transfers of Assets to or from the Accounts. Such statements, advices or notifications shall indicate the identity of the entity having custody of the Assets.
All collections of funds or other property paid or distributed in respect of Financial Assets in the Custody Account shall be made at the risk of Customer until such funds or other property have been received by Bank (or the applicable Subcustodian). Bank shall have no liability for any loss occasioned by delay (other than its own) in the actual receipt of notice by Bank or by its Subcustodians of any payment, redemption or other transaction regarding Financial Assets in the Custody Account in respect of which Bank has agreed to take any action hereunder.
11. Corporate Actions; Proxies; Taxes; Class Actions.
(a)
Corporate Actions
. Bank shall transmit promptly to Customer on behalf of each Portfolio summary notification of corporate action information received on a timely basis by Bank (including, without limitation, pendency of calls and maturities of Financial Assets and expirations of rights in connection therewith and notices of exercise of call and put options written by Customer on behalf of a Portfolio and the maturity of futures contracts (and options thereon) purchased or sold by Customer on behalf of a Portfolio) from issuers of the Financial Assets being held for a Portfolio. Bank shall transmit promptly to Customer on behalf of each Portfolio notice of the filing of any registration statement with respect to Financial Assets held for a Portfolio if such information is received by Bank or Bank’s central corporate actions department has actual knowledge of the filing. With respect to tender or exchange offers, Bank shall transmit promptly to Customer on behalf of each Portfolio notice of corporate action information received on a timely basis by Bank from issuers of the Financial Assets whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. If Customer desires to take action with respect to any tender offer, exchange offer or any other similar transaction, Customer shall notify Bank within such period as will give Bank (including any Subcustodian) reasonably sufficient time to take such action. Bank shall inform Customer of pertinent deadlines in each case.
When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar corporate action is received which bears an expiration date, Bank shall use reasonable efforts to obtain Instructions from Customer or its Authorized Person, even if its own deadlines for receiving instructions have passed; however, if Instructions are not received in time for Bank to take timely action, or actual notice of such corporate action was received too late to seek Instructions, Bank will notify Customer of the corporate action but shall not be required to take further action.
(b)
Proxy Voting
.
(i) Bank shall, with respect to Financial Assets that are not Foreign Assets, cause to be promptly executed by the registered holder of such Financial Assets, if the Financial Assets are registered otherwise than in the name of Customer on behalf of a Portfolio or a nominee thereof, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to Customer such proxies, all proxy soliciting materials and all notices relating to such Financial Assets.
(ii) Bank shall, with respect to Financial Assets that are Foreign Assets, use commercially reasonable efforts (including the use of third party representatives) to facilitate the exercise of voting and other shareholder proxy rights; it being understood and agreed that (A) proxy voting may not be available in all markets (it being understood that Bank shall make proxy voting services available to Customer in a given market where Bank offers such services to any other custody client), and (B) apart from voting, Bank will, upon request and in its discretion, assist customer in exercising other shareholder rights such as attending shareholder meetings, nominating directors and proposing agenda items. In particular, and without limiting the generality of the foregoing, Bank may provide written summaries of proxy materials in lieu of providing original materials (or copies thereof) and while Bank shall attempt to provide accurate summaries, whether or not translated, Bank shall not be liable for any losses or other consequences that may result from reliance by Customer upon the same where Bank prepared the same in good faith and with reasonable efforts. Bank shall use reasonable efforts to notify Customer in cases where, due to various circumstances beyond control of Bank, voting cannot be exercised. Customer acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice, practical constraints and other facts, may have the effect of severely limiting the ability of Customer to exercise shareholder rights. In addition, Customer acknowledges that: (A) in certain countries Bank may be unable to vote individual proxies but shall only be able to vote proxies on a net basis (
e.g
., a net yes or no vote given the voting instructions received from all customers); and (B) proxy voting may be precluded or restricted in a variety of circumstances, including, without limitation, where the relevant Financial Assets are: (1) on loan; (2) at registrar for registration or reregistration; (3) the subject of a conversion or other corporate action; (4) not held in a name subject to the control of Bank or its Subcustodian or are otherwise held in a manner which precludes voting; (5) held in a margin or collateral account; and (6) American Depository Receipts.
(iii) Customer and each Authorized Person shall respect the proprietary nature of information developed exclusively through the efforts of Bank (or Subcustodians or other parties acting under Bank’s direction) in relation to proxy voting services.
(c)
Taxes.
(i) Customer confirms that Bank is authorized to deduct from any cash received or credited to the Deposit Account any taxes or levies required to be deducted by any revenue or other governmental authority for whatever reason in respect of the Custody Account.
(ii) Customer shall provide Bank with all required tax-related documentation and other information relating to Assets held hereunder (“Tax Information”). Tax Information shall include, but shall not be limited to, information necessary for submission to revenue or other governmental authorities to establish taxable amounts or reduce tax burdens that would otherwise be borne by a Portfolio. Upon receipt of Instructions and all required Tax Information from Customer, Bank shall (A) execute ownership and other certificates and affidavits for all tax purposes (within and outside of the United States) in connection with receipt of income and other payments with respect to Assets held hereunder, or in connection with the purchase, sale or transfer of such Assets, and (B) where appropriate, file any certificates or other affidavits for the refund or reclaim of non-U.S. taxes paid with respect to such Assets. Customer warrants that, when given, Tax Information shall be true and correct in all material respects. Customer shall notify Bank promptly if any Tax Information requires updating or amendment to correct misleading information.
(iii) Bank shall have no responsibility or liability for any tax obligations (including both taxes and any and all penalties, interest or additions to tax) now or hereafter imposed on Customer, its Portfolio, or Bank as Customer’s custodian, by any revenue or governmental authority, or penalties or other costs or expenses arising out of the delivery of, or failure to deliver, Tax Information by Customer
(iv) Bank shall perform tax reclaim services only with respect to taxation levied by the revenue authorities of the countries notified to Customer from time to time and Bank may, by notification in writing, in Bank’s absolute discretion, supplement or amend the markets in which tax reclaim services are offered; provided that, Bank shall make tax reclaim services available to Customer in a given country where Bank offers such services to any other custody client having the same tax status. Other than as expressly provided in this sub-clause, Bank shall have no responsibility with regard to Customer’s tax position or status in any jurisdiction.
(v) Tax reclaim services may be provided by Bank or, in whole or in part, by one or more third parties appointed by Bank (which may be Bank’s affiliates); provided that Bank shall be liable for the performance of any such third party to the same extent as Bank would have been if Bank had performed such services.
(vi) If Bank does not receive appropriate declarations, documentation and information then any applicable United States withholding tax shall be deducted from income received from Financial Assets.
(d)
Class Actions
.
(i) Upon receipt of a settled securities class action notification by its corporate actions department, Bank shall research its records for each Custody Account to endeavour to identify Customer’s interest, if any, with respect to any such class action notification. Customer acknowledges that identifying its interest may involve manually researching historic records and that Bank does not warrant that the review will be error free.
(ii) Bank will provide Customer with a summary of each class action notification that it has identified as being pertinent to Customer (together with the information discovered with regard to the applicable securities holding of Customer) and the cut-off time by which Customer is required to inform Bank if it disagrees with Bank’s record of such securities holdings and/or securities transactions or wishes to instruct Bank not to file a claim on Customer’s behalf.
(iii) Unless Customer instructs Bank not to do so by the applicable cut-off time, Bank shall complete and file the required claim forms for the particular class action insofar as they relate to transactions or holdings for which Bank acted as custodian. Bank shall present with the claim any supporting information that it has in its possession and that is required as part of the filing as set out in the class action notification. Bank shall be authorized to disclose such information as may be reasonably required to complete and file such claims. Customer acknowledges that Bank is acting in a clerical capacity in completing and filing such claim forms and that Bank will not be using legal expertise in providing this service.
Financial Assets which are ordinarily held in registered form may be registered in a nominee name of Bank, Subcustodian or Eligible Securities Depository, as the case may be. Bank may without notice to Customer cause any such Financial Assets to cease to be registered in the name of any such nominee and to be registered in the name of Customer. Bank shall, or shall cause the applicable Subcustodian or Eligible Securities Depository to use commercially reasonable efforts to promptly register such Financial Assets that are or may be subject to ownership limitations. In the event that any Financial Assets registered in a nominee name are called for partial redemption by the issuer, Bank may allot the called portion to the respective beneficial holders of such class of security in any manner Bank deems to be fair and equitable. Customer shall hold Bank, Subcustodians, and their respective nominees harmless from any liability arising directly or indirectly from their status as a mere record holder of Financial Assets in the Custody Account. Financial Assets accepted by Custodian on behalf of a Portfolio under this Agreement shall be in a form and delivered in a manner consistent with Local Practice.
Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded. Any Instructions delivered to Bank by telephone shall promptly thereafter be confirmed in writing by an Authorized Person (which confirmation may bear the facsimile signature of such Person), but Customer shall hold Bank harmless for the failure of an Authorized Person to send such confirmation in writing, the failure of such confirmation to conform to the telephone instructions received or Bank's failure to produce such confirmation at any subsequent time. Bank shall notify Customer as soon as reasonably practicable if Bank does not receive written confirmation or if such written confirmation fails to conform to the telephone Instructions received. Either party may electronically record any Instructions given by telephone, and any other telephone discussions with respect to the Custody Account. Customer shall be responsible for safeguarding any testkeys, identification codes or other security devices which Bank shall make available to Customer or its Authorized Persons.
14. Standard of Care; Liabilities.
(a) Bank shall exercise reasonable care and diligence in carrying out all of its duties and obligations under this Agreement, and shall be liable to Customer for any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and reasonable attorneys’ fees (“Losses”) suffered or incurred by Customer resulting from failure of Bank (including any branch thereof, regardless of location) to exercise such reasonable care and diligence. Bank shall be liable to Customer in respect of such Losses to the same extent that Bank would be liable to Customer if Bank were holding the affected Assets in New York City, but only to the extent of Customer’s direct damages, to be determined based on the market value of the property which is the subject of the Loss at the date of discovery of such Loss by Customer and without reference to any special conditions or circumstances. Nevertheless, under no circumstances will Bank be liable for any indirect, incidental, consequential, or special damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts, Bank’s performance hereunder, or Bank’s role as custodian.
(b) Bank shall be liable to Customer for all Losses resulting from the failure of any Subcustodian to use reasonable care in the provisions of custodial services in accordance with the standards prevailing in the relevant market or from the fraud or willful misconduct of such Subcustodian in the provisions of custodial services.
(c) As long as and to the extent that it has exercised reasonable care and acted in good faith, Bank shall not be responsible for:
(i) the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement; it being understood that Bank shall be deemed to have exercised reasonable care in respect of this subparagraph (i) if Financial Assets are received by Bank in accordance with Local Practice for the particular Financial Asset in question;
(ii) any act, omission, default or for the solvency of any broker or agent which it or a Subcustodian appoints and which is not a branch or Affiliate of the Bank; it being understood that Bank or a Subcustodian shall be deemed to have exercised reasonable care in respect of this subparagraph (ii) if it exercised reasonable care in the selection and continued retention of any such broker or agent; or
(iii) the insolvency of any Subcustodian which is not a branch or Affiliate of Bank; it being understood that Bank shall be deemed to have exercised reasonable care in respect of this subparagraph (iii) where Bank used reasonable care in the monitoring of a Subcustodian’s financial condition as reflected in its most recently published financial statements and other publicly available financial information.
(d) Neither Bank nor any Subcustodian shall be liable for the acts or omissions of any Eligible Securities Depository (or, for purposes of clarity, any domestic securities depository). In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct or insolvency of an Eligible Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Eligible Securities Depository.
(e) In no event shall Bank incur liability hereunder if Bank or any Subcustodian, or any nominee of Bank or any Subcustodian (each a “Person”), is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of:
(i) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction; or
(ii) events or circumstances beyond the reasonable control of the applicable Person, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts, unless, in each case, such delay or nonperformance is caused by (A) the negligence, misfeasance or misconduct of the applicable Person, or (B) a malfunction or failure of equipment operated or utilized by the applicable Person other than a malfunction or failure beyond such Person’s control and which could not be reasonably anticipated or prevented by such Person (each such provision, event or circumstance being a “Force Majeure Event”).
Bank shall notify Customer as soon as reasonably practicable of any material performance delay or non-performance in accordance with this clause (e).
(f) In no event shall Customer incur liability to Bank if it is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of a Force Majeure Event.
(g) Customer shall indemnify and hold Bank and its directors, officers, agents and employees (collectively the “Indemnitees”) harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any Instructions or other directions upon which Bank is authorized to rely pursuant to the terms of this Agreement, or for any action taken or omitted by it in good faith, provided that such action or omission is consistent with the standard of care applicable to Bank under this Agreement and the Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Losses in question.
(h) In performing its obligations hereunder, Bank may rely on the genuineness of any document which it believes in good faith to have been validly executed, and, subject to the following sentence, shall be entitled to rely on and may act upon advice of counsel (which may be counsel for Customer) on all matters, and shall be without liability for action reasonably taken or omitted pursuant to such advice. If Customer disputes an action or omission by Bank within 45 days of when Customer became aware or reasonably should have become aware of such action or omission, Bank shall be entitled to rely on and may act upon advice of “independent legal counsel” (as defined by rule 0-1(6) of the Investment Company Act of 1940) to Customer or such other counsel that is mutually acceptable to Customer and Bank and shall be without liability for action reasonably taken or omitted pursuant to such advice.
(i) Customer shall pay for and hold Bank harmless from any liability or loss resulting from the imposition or assessment of any taxes or other governmental charges, and any related expenses (including, without limitation, penalties, interest or additions to tax due), with respect to income from or Assets in the Accounts, provided that Bank has complied with the standard of care set forth in Section 14(a) of this Agreement (it being understood that while Bank’s failure to comply with such standard of care shall constitute a breach of this Agreement, Bank shall have no liability for taxes or governmental charges and related expenses imposed or assessed with respect to such Assets prior to such breach or that would have been imposed or assessed even absent such breach).
(j) Bank need not maintain any insurance for the benefit of Customer.
(k) Without limiting the foregoing, Bank shall not be liable for any Loss which results from (i) the general risk of investing, or (ii) investing or holding Assets in a particular country including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; currency restrictions, devaluations or fluctuations; and market conditions which prevent the orderly execution of securities transactions or affect the value of Assets.
(l) Consistent with and without limiting the application of the foregoing paragraphs of this Section 14, it is specifically acknowledged that Bank shall have no duty or responsibility to:
(i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions that Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions the Bank may specify;
(ii) supervise or make recommendations with respect to investments or the retention of Financial Assets;
(iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 8(c) hereof;
(iv) evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank receives an Instruction to deliver Financial Assets;
(v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers. Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank;
(vi) advise Customer or an Authorized Person regarding information (i) held on a confidential basis by an officer, director or employee of Bank (or any Affiliate of Bank) and (ii) obtained by such person in connection with the provision of services or other activities unrelated to global custody; and
(vii) advise Customer or an Authorized Person promptly regarding corporate action information obtained by an officer, director or employee of Bank (or any Affiliate of Bank) who is not engaged directly in the provision of global custody services.
(m) Customer authorizes Bank to act hereunder notwithstanding that Bank or any of its divisions or Affiliates may have a material interest in a transaction, or circumstances are such that Bank may have a potential conflict of duty or interest including the fact that Bank or any of its Affiliates may provide brokerage services to other customers, act as financial advisor to the issuer of Financial Assets, act as a lender to the issuer of Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of Financial Assets, or earn profits from any of the activities listed herein; provided that none of such services or actions would violate applicable laws or regulations.
(n) Upon the occurrence of any event which causes or may cause any Loss to the other party, each of Customer and Bank shall (and Bank shall cause each applicable Subcustodian to) use all commercially reasonable efforts and take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to the other party. For this purpose, the obligations of Customer and Bank to mitigate Losses (or potential Losses) hereunder shall include (but shall not be limited to) the periodic review and reconciliation by Bank and Customer (or Authorized Persons) of statements provided to Customer under Section 10 of this Agreement; provided, however, that Bank's obligations to Customer with respect to any transaction covered by a given statement shall be reduced to the extent that Bank's ability to mitigate damages related to such transaction has been compromised by Customer’s failure to object to such statement within 180 days of Customer’s receipt thereof.
15. Bank Fees and Expenses.
Customer agrees to pay Bank for its services under this Agreement such amount as may be mutually agreed upon in writing. Customer agrees to reimburse Bank for its reasonable out-of-pocket or incidental expenses (including, without limitation, legal fees) incurred on behalf of Customer, provided that, in respect of such expenses, Bank has acted in conformity with the standard of care set forth in Section 14 hereof. Bank shall obtain Customer’s prior approval, which approval shall not be unreasonably withheld, of out-of-pocket or incidental expenses that Bank reasonably expects to exceed $10,000 or that approaches $10,000 during the process of incurring such expenses. In the latter case, Customer shall not withhold its approval on the ground that Bank had not obtained Customer’s approval prior to beginning to incur such expenses if Bank believed in good faith that the subject expenses would not exceed $10,000. Subject to the foregoing, Bank shall have a lien on and is authorized to charge or otherwise enforce its rights as lienholder against Assets in any Accounts of the Customer for any amount owing in respect of such Account by the Customer to the Bank under any provision of this Agreement.
(a)
Foreign Exchange Transactions Other Than as Principal.
Upon receipt of Instructions, Bank shall settle foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf of and for the account of a Portfolio with such currency brokers or banking institutions as Customer may determine and direct pursuant to Instructions. Bank shall be responsible for the transmission of cash and instructions to and from the currency broker or banking institution with which the contract or option is made, the safekeeping of all certificates and other documents and agreements evidencing or relating to such foreign exchange transactions and the maintenance of proper records in accordance with this Agreement. Bank shall have no duty with respect to the selection of currency brokers or banking institutions with which Customer deals on behalf of its Portfolio or, as long as Bank acts in accordance with Instructions, for the failure of such brokers or banking institutions to comply with the terms of any contract or option.
(b)
Foreign Exchange Transactions as Principal.
Bank shall not be obligated to enter into foreign exchange transactions as principal. However, if and to the extent that Bank makes available to Customer its services as principal in foreign exchange transactions, upon receipt of Instructions, Bank shall enter into foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf of and for the account of Customer on behalf of its Portfolio with Bank as principal. Instructions may be issued with respect to such contracts but Bank may establish rules or limitations concerning any foreign exchange facility made available. Bank shall be responsible for the selection of currency brokers or banking institutions (which may include Affiliates of Bank and Subcustodians) and the failure of such currency brokers or banking institutions to comply with the terms of any contract or option.
(c)
Certification of Residency, etc.
Customer certifies that it is a resident of the United States and shall notify Bank of any changes in residency. Bank may rely upon this certification or the certification of such other facts as may be required to administer Bank's obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.
(d)
Custodian’s Records; Access to Records.
Bank shall provide any assistance reasonably requested by Customer in the preparation of reports to Customer’s shareholders and others, audits of accounts, and other ministerial matters of like nature. Bank shall maintain complete and accurate records with respect to Financial Assets and other Assets held for the account of Customer as required by the rules and regulations of the U.S. Securities and Exchange Commission applicable to investment companies registered under the 1940 Act. All such books and records maintained by Bank shall be made available to Customer upon request and shall, where required to be maintained by Rule 31a-1 under the 1940 Act, be preserved for the periods prescribed in Rule 31a-2 under the 1940 Act. Bank shall allow Customer's independent public accountant reasonable access to the records of Bank relating to Financial Assets as is required in connection with their examination of books and records pertaining to Customer's affairs. Subject to restrictions under applicable law, Bank shall also obtain an undertaking to permit Customer's independent public accountants reasonable access to the records of any Subcustodian which has physical possession of any Financial Assets as may be required in connection with the examination of Customer's books and records. Upon reasonable request of Customer, Bank shall provide Customer with a copy of Bank’s reports prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time (commonly referred to as a “SAS 70 report”). Bank shall use commercially reasonable efforts to obtain and furnish Customer with such similar reports as Customer may reasonably request with respect to each Subcustodian holding Assets of Customer. Except as respects Bank’s SAS 70 Report, as to which there shall be no charge, the Customer shall pay reasonable expenses of the Bank and any Subcustodians under this provision. Bank shall use commercially reasonable efforts to provide Customer and agents with such reports as the Customer may reasonably request or otherwise reasonably require to fulfill its duties under rule 38a-1 of the 1940 Act, and, in any case, provide Customer with at least the same level of such reporting as Bank furnishes to its other mutual fund clients.
(e)
Confidential Information
. The parties hereto agree that each shall treat confidentially all confidential information provided by each party to the other regarding its business and operations in accordance with this Agreement and represent that each has implemented controls that are reasonably designed to achieve the purposes of this section. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any affiliated division or entity or third party in any form without the prior written consent of such providing party. Confidential information for purposes hereof shall include information traditionally recognized as confidential, such as financial information, strategies, security practices, portfolio holdings, portfolio trades, product and business proposals, business plans, and the like
.
The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, that is generally furnished to third parties by the providing party without confidentiality restriction, or that is required to be disclosed by any bank examiner of Bank or any Subcustodian, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. For this purpose, Customer and any Authorized Person shall be permitted to disclose any information provided by Bank hereunder to the U.S. Securities and Exchange Commission (or its staff) in connection with any inspection or examination or other action or proceeding. If a party becomes aware that it or its agents have breached the confidentiality obligations under this Section 16(e), it will promptly notify the other party in writing of the nature and extent of such breach.
(f)
Governing Law; Successors and Assigns; Immunity; Captions.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK and shall not be assigned by either party, but shall bind the successors in interest of Customer and Bank. To the extent that in any jurisdiction Customer or Bank may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, Customer or Bank, as the case may be, irrevocably shall not claim, and it hereby waives, such immunity. The captions given to the sections and subsections of this Agreement are for convenience of reference only and are not to be used to interpret this Agreement.
(g)
Entire Agreement.
This Agreement sets out the entire Agreement among the parties. There are no other provisions hereof and this Agreement supersedes any other agreements, whether written or oral, between the parties. Any amendment hereto must be in writing, executed by both parties.
(h)
Severability.
In the event that one or more provisions hereof are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired.
(i)
Waiver.
Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right hereunder operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision hereof, or waiver of any breach or default, is effective unless in writing and signed by the party against whom the waiver is to be enforced.
(j)
Representations and Warranties
.
(i) Customer hereby represents and warrants to Bank that: (A) it has full power and authority to deposit and control the Financial Assets and cash deposited in the Accounts; (B) it has all necessary authority to use Bank as its custodian; (C) this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms; (D) it has taken all necessary action to authorize the execution and delivery hereof.
(ii) Bank hereby represents and warrants to Customer that: (A) it has the full power and authority to perform its obligations hereunder, (B) this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms; and (C) that it has taken all necessary action to authorize the execution and delivery hereof.
(k)
Notices.
All notices hereunder shall be effective when actually received. Any notices or other communications which may be required hereunder are to be sent to the parties at the following addresses or such other addresses as may subsequently be given to the other party in writing: (a) Bank: JPMorgan Chase Bank, N.A., 1 Chase Manhattan Plaza, New York, N.Y. 10081, Attention: Oliver Kaufhold, Vice President, Worldwide Securities Services, Global Client Group; and (b) Customer: Washington Mutual Investors Fund c/o Washington Management Corporation, Attention: Michael Stockton, Senior Vice President, 1101 Vermont Ave., N.W. Suite 600, Washington D.C. 20005 with a copy to Jeffrey L. Steele, President, Washington Management Corporation 1101 Vermont Ave., N.W. Suite 600, Washington D.C. 2005.
(l)
Termination.
This Agreement may be terminated as to one or more Portfolios by Customer or Bank by giving sixty (60) days’ written notice to the other, provided that such notice to Bank shall specify the names of the persons to whom Bank shall deliver the Assets belonging to the affected Portfolios in the Accounts. If notice of termination is given by Bank, Customer shall, within sixty (60) days following receipt of the notice, deliver to Bank Instructions specifying the names of the persons to whom Bank shall deliver the Assets belonging to the affected Portfolios. In either case Bank shall deliver the Assets belonging to the affected Portfolios to the persons so specified, after deducting any uncontested amounts which Bank determines in good faith to be owed to it under Section 15. Customer shall reimburse Bank promptly for all reasonable out-of-pocket expenses it incurs in delivering Assets upon termination by Customer. Termination shall not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination. If within sixty (60) days following receipt of a notice of termination by Bank, Bank does not receive Instructions from Customer specifying the names of the persons to whom Bank shall deliver the Assets belonging to the affected Portfolios, Bank, at its election, may deliver such Assets to a bank or trust company doing business in the State of New York to be held and disposed of pursuant to the provisions hereof, or to Authorized Persons, or may continue to hold such Assets until Instructions are provided to Bank. For avoidance of doubt, each Customer, Portfolio or the Bank may terminate this Agreement pursuant to its provisions and the Agreement shall survive such termination in respect of the remaining Customers and Portfolios that have not so terminated or been terminated.
(m)
Representative Capacity; Non-recourse Obligations
. A COPY OF THE DECLARATION OF TRUST OR OTHER ORGANIZATIONAL DOCUMENT OF CUSTOMER IS ON FILE WITH THE SECRETARY OF STATE OF THE STATE OF THE CUSTOMER’S FORMATION, AND NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT IS NOT EXECUTED ON BEHALF OF THE TRUSTEES OF CUSTOMER INDIVIDUALLY, AND THE OBLIGATIONS OF THIS AGREEMENT ARE NOT BINDING UPON ANY OF THE TRUSTEES, OFFICERS, SHAREHOLDERS OR PARTNERS OF CUSTOMER INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS AND PROPERTY OF CUSTOMER’S PORTFOLIOS. BANK AGREES THAT NO SHAREHOLDER, TRUSTEE, OFFICER OR PARTNER OF ANY CUSTOMER MAY BE HELD PERSONALLY LIABLE OR RESPONSIBLE FOR ANY OBLIGATIONS OF ANY PORTFOLIO ARISING OUT OF THIS AGREEMENT.
(n)
Several Obligations of Portfolios
. WITH RESPECT TO ANY OBLIGATIONS OF CUSTOMER ON BEHALF OF ANY OF ITS PORTFOLIOS ARISING OUT OF THIS AGREEMENT, BANK SHALL LOOK FOR PAYMENT OR SATISFACTION OF ANY SUCH OBLIGATION SOLELY TO THE ASSETS AND PROPERTY OF THE PORTFOLIO TO WHICH SUCH OBLIGATION RELATES AS THOUGH CUSTOMER HAD SEPARATELY CONTRACTED WITH BANK BY SEPARATE WRITTEN AGREEMENT WITH RESPECT TO EACH OF ITS PORTFOLIOS. THE RIGHTS AND BENEFITS TO WHICH A GIVEN PORTFOLIO IS ENTITLED HEREUNDER SHALL BE SOLELY THOSE OF SUCH PORTFOLIO AND NO OTHER PORTFOLIO HEREUNDER SHALL RECEIVE SUCH BENEFITS.
(o)
Information Concerning Deposits at Bank
. Bank’s London Branch is a member of the United Kingdom Deposit Protection Scheme (the “Scheme”) established under Banking Act 1987 (as amended). The Scheme provides that in the event of Bank’s insolvency, payments may be made to certain customers of Bank’s London Branch. Payments under the Scheme are limited to 90% of a depositor’s total cash deposits subject to a maximum payment to any one depositor of £18,000 (or euro 20,000 if greater). Most deposits denominated in sterling and other European Economic Area Currencies and euros made with Bank within the United Kingdom are covered. Further details of the Scheme are available on request. Any cash so deposited with Bank’s London Branch will be payable exclusively by Bank’s London Branch in the applicable currency, subject to compliance with applicable law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency.
IN WITNESS WHEREOF, Customer and Bank have executed this Agreement as of the date first-written above.
WASHINGTON MUTUAL INVESTORS FUND
By:____________________________________
Name:
Title:
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
By:________________________________________
Name:
Title:
WASHINGTON MUTUAL INVESTORS FUND
ADMINISTRATIVE SERVICES AGREEMENT
WHEREAS, WASHINGTON MUTUAL INVESTORS FUND (the “Fund”), is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end diversified investment company that offers Class C shares; Class F-1 shares, Class F-2 shares (together, “Class F shares”); Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares, Class R-5 shares, Class R-6 shares (collectively, “Class R shares”); and Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares, and Class 529-F-1 shares (collectively “Class 529 shares”) of beneficial interest;
WHEREAS, Capital Research and Management Company (the “Investment Adviser”), is a Delaware corporation registered under the Investment Advisers Act of 1940, as amended, and is engaged in the business of providing investment advisory and related services to the Fund and to other investment companies;
WHEREAS, the Fund wishes to have the Investment Adviser arrange for and coordinate, monitor, oversee and assist with the provision of transfer agent and shareholder services (“transfer agent services”) and certain other administrative services (other than those provided pursuant to any other agreement with the Fund), including but not limited to recordkeeping, transactional services, tax information returns and reports, fund communication and shareholder communication (collectively “administrative services”) for the Fund’s Class C shares, Class F shares, Class R shares, and Class 529 shares;
WHEREAS, the Investment Adviser is willing to perform or to cause to be performed such transfer agent services and administrative services for the Fund’s Class C shares, Class F shares, Class R shares, and Class 529 shares on the terms and conditions set forth herein; and
WHEREAS, the Fund and the Investment Adviser wish to enter into an Administrative Services Agreement (“Agreement”) whereby the Investment Adviser would perform or cause to be performed such transfer agent services and administrative services for the Fund’s Class C shares, Class F shares, Class R shares, and Class 529 shares;
NOW, THEREFORE, the parties agree as follows:
1.
Services
. During the term of this Agreement, the Investment Adviser shall perform or cause to be performed the transfer agent services and administrative services set forth in Exhibit A hereto, as such exhibit may be amended from time to time by mutual consent of the parties. The Fund and Investment Adviser acknowledge that the Investment Adviser will contract with third parties, including American Funds Service Company (“AFS”), to perform such transfer agent services and administrative services. In selecting third parties to perform transfer agent and administrative services, the Investment Adviser shall select only those third parties that the Investment Adviser reasonably believes have adequate facilities and personnel to diligently perform such services. The Investment Adviser shall monitor, coordinate, oversee and assist with the activities performed by the third parties with which it or AFS contracts to ensure shareholders receive high-quality service. In doing so the Investment Adviser shall establish procedures to monitor the activities of such third parties. These procedures may, but need not, include monitoring: (i) telephone queue wait times; (ii) telephone abandon rates; (iii) website and voice response unit downtimes; (iv) downtime of the third party’s shareholder account recordkeeping system; (v) the accuracy and timeliness of financial and non-financial transactions; (vi) to ensure compliance with the Fund prospectus; and (vii) with respect to Class 529 shares, compliance with the CollegeAmerica program description.
2.
Fees
.
(a)
Transfer Agent Fees.
In consideration of transfer agent services performed or caused to be performed by the Investment Adviser for the Fund’s Class C shares, Class F shares, Class R shares, and Class 529 shares, the Fund shall pay the Investment Adviser transfer agent fees according to the fee schedule contained in the Shareholder Services Agreement, as amended from time to time, between the Fund and AFS. Transfer Agent Fees shall be paid only in respect of accounts that are held in street name or a networked environment. No fees shall be paid under this paragraph 2(a) for services provided by third parties other than AFS. All fund-specific charges from third parties -- including DST charges, postage, NSCC transaction charges and similar out-of-pocket expenses -- will be passed through directly to the Fund. Transfer agent fees shall be paid within 30 days after receipt of an invoice for transfer agent services performed the preceding month.
(b)
Administrative Services Fees.
In consideration of administrative services performed or caused to be performed by the Investment Adviser for the Fund’s Class C shares, Class F shares, Class R shares, and Class 529 shares the Fund shall pay the Investment Adviser an administrative services fee (“administrative fee”). For the Fund’s Class C shares, Class F-1 shares, Class F-2 shares, Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares and Class 529 shares, the administrative fee shall accrue daily and shall be calculated at the annual rate of 0.15% of the average daily net assets of those shares. For the Fund’s Class R-5 shares, the administrative fee shall accrue daily and shall be calculated at the annual rate of 0.10% of the average daily net assets of the Class R-5 shares. For the Fund’s Class R-6 shares, the administrative fee shall accrue daily and shall be calculated at the annual rate of 0.05% of the average daily net assets of the Class R-6 shares. The administrative fee shall be invoiced and paid within 30 days after the end of the month in which the administrative services were performed.
3.
Effective Date and Termination of Agreement
. This Agreement shall become effective on July 1, 2010 and unless terminated sooner it shall continue in effect until August 31, 2011. It may thereafter be continued from year to year only with the approval of a majority of those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Agreement or any agreement related to it (the “Independent Trustees”). This Agreement may be terminated as to the Fund as a whole or any class of shares individually at any time by vote of a majority of the Independent Trustees. The Investment Adviser may terminate this agreement upon sixty (60) days’ prior written notice to the Fund.
4.
Amendment
. This Agreement may not be amended to increase materially the fees payable under this Agreement unless such amendment is approved by the vote of a majority of the Independent Trustees.
5.
Assignment
. This Agreement shall not be assignable by either party hereto and in the event of assignment shall automatically terminate forthwith. The term “assignment” shall have the meaning set forth in the 1940 Act. Notwithstanding the foregoing, the Investment Adviser is specifically authorized to contract with third parties for the provision of transfer agent, shareholder services, and administrative services on behalf of the Fund.
6.
Issuance of Series of Shares
. If the Fund shall at any time issue shares in more than one series, this Agreement may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.
7.
Choice of Law
. This Agreement shall be construed under and shall be governed by the laws of the State of California, and the parties hereto agree that proper venue of any action with respect hereto shall be Los Angeles County, California.
8.
Limitation on Fees
. Notwithstanding the foregoing, the portion of the administrative fees payable under this Agreement retained by the Investment Adviser (after all permissible payments to AFS and third party service providers) will be limited to no more than 0.05% of average daily net assets per share class.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate original by its officers thereunto duly authorized, as of July 1, 2010.
CAPITAL RESEARCH AND
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WASHINGTON MUTUAL INVESTORS
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By:
By:
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Timothy D. Armour,
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Jeffrey L. Steele
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By: By:
Michael J. Downer,
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Michael W. Stockton
|
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Senior Vice President and Secretary
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Senior Vice President
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EXHIBIT A
to the
Administrative Services Agreement
Transfer Agent Services
The Investment Adviser or any third party with whom it may contract, including American Funds Service Company (the Investment Adviser and any such third-party are collectively referred to as “Service Provider”) shall act, as necessary, as stock transfer agent, dividend disbursing agent and redemption agent for the Fund’s Class C shares, Class F shares, Class R shares, and Class 529 shares, and shall provide such additional related services as the Fund’s Class C shares, Class F shares, Class R shares, and Class 529 shares may from time to time require, all of which services are sometimes referred to herein as "shareholder services."
Administrative Services
1.
Record Maintenance
The Service Provider shall maintain, and require any third parties with which it contracts to maintain with respect to each Fund shareholder holding the Fund’s Class C shares, Class F shares, Class R shares, and/or Class 529 shares in a Service Provider account (“Customers”) the following records:
a. Number of shares;
b. Date, price and amount of purchases and redemptions (including dividend reinvestments) and dates and amounts of dividends paid for at least the current year to date;
c. Name and address of the Customer, including zip codes and social security numbers or taxpayer identification numbers;
d. Records of distributions and dividend payments; and
e. Any transfers of shares.
2.
Shareholder Communications
Service Provider shall:
a. Provide to a shareholder mailing agent for the purpose of delivering certain Fund-related materials the names and addresses of all Customers. The Fund-related materials shall consist of updated summary prospectuses and/or prospectuses and any supplements and amendments thereto, annual and other periodic reports, proxy or information statements and other appropriate shareholder communications. In the alternative, the Service Provider may distribute the Fund-related materials to its Customers.
b. Deliver current Fund summary prospectuses, prospectuses and statements of additional information and annual and other periodic reports upon Customer request, and, as applicable, with confirmation statements.
c. Deliver statements to Customers on no less frequently than a quarterly basis showing, among other things, the number of Class C shares, Class F shares, Class R shares, and/or Class 529 shares of the Fund owned by such Customer and the net asset value of Class C shares, Class F shares, Class R shares, and/or Class 529 shares of the Fund as of a recent date.
d. Produce and deliver to Customers confirmation statements reflecting purchases and redemptions of Class C shares, Class F shares, Class R shares, and/or Class 529 shares of the Fund.
e. Respond to Customer inquiries regarding, among other things, share prices, account balances, dividend amounts and dividend payment dates.
f. With respect to Class C and/or Class F shares of the Fund purchased by Customers, provide average cost basis reporting to Customers to assist them in preparation of their income tax returns.
g. If the Service Provider accepts transactions in the Fund’s Class C shares, Class F shares, or Class R shares from any brokers or banks in an omnibus relationship, require each such broker or bank to provide such shareholder communications as set forth in 2(a) through 2(e) to its own Customers.
3.
Transactional Services
The Service Provider shall communicate to its Customers, as to Class C shares, Class F shares, Class R shares, and Class 529 shares of the Fund, purchase, redemption and exchange orders reflecting the orders it receives from its Customers or from any brokers and banks for their Customers. The Service Provider shall also communicate to beneficial owners holding through it, and to any brokers or banks for beneficial owners holding through them, as to shares of Class C shares, Class F shares, Class R shares, and Class 529 shares of the Fund, mergers, splits and other reorganization activities, and require any broker or bank to communicate such information to its Customers.
4.
Tax Information Returns and Reports
The Service Provider shall prepare and file, and require to be prepared and filed by any brokers or banks as to their Customers, with the appropriate governmental agencies, such information, returns and reports as are required to be so filed for reporting: (i) dividends and other distributions made; (ii) amounts withheld on dividends and other distributions and payments under applicable federal and state laws, rules and regulations; and (iii) gross proceeds of sales transactions as required.
5.
Fund Communications
The Service Provider shall, upon request by the Fund, on each business day, report the number of Class C shares, Class F shares, Class R shares, and Class 529 shares on which the administrative fee is to be paid pursuant to this Agreement. The Service Provider shall also provide the Fund with a monthly invoice.
6.
Coordination, Oversight and Monitoring of Service Providers
The Investment Adviser shall coordinate, monitor, oversee and assist with the activities performed by the Service Providers with which it contracts to ensure that the shareholders of the Fund’s Class C shares, Class F shares, Class R shares and Class 529 shares receive high-quality service. The Investment Adviser shall also ensure that Service Providers deliver to Customers account statements and all Fund-related materials, including summary prospectuses and/or prospectuses, shareholder reports, and proxies.
WASHINGTON MUTUAL INVESTORS FUND
SHAREHOLDER SERVICES AGREEMENT
1. The parties to this Agreement, which is effective as of July 1, 2010, are WASHINGTON MUTUAL INVESTORS FUND, a Delaware statutory trust (the “Fund”), and American Funds Service Company, a California corporation (“AFS”). AFS is a wholly owned subsidiary of Capital Research and Management Company (“CRMC”). This Agreement will continue in effect until amended or terminated in accordance with its terms.
2. The Fund hereby employs AFS, and AFS hereby accepts such employment by the Fund, as its transfer agent. In such capacity AFS will provide the services of stock transfer agent, dividend disbursing agent, redemption agent, and such additional related services as the Fund may from time to time require, in respect of Class A and Class B shares of the Fund, all of which services are sometimes referred to herein as “shareholder services.” In addition, AFS assumes responsibility for the Fund’s implementation and compliance with the procedures set forth in the Anti-Money Laundering (“AML”) Program of the Fund and does hereby agree to provide all records relating to the AML Program to any federal examiner of the Fund upon request.
3. AFS has entered into substantially identical agreements with other investment companies for which CRMC serves as investment adviser. (For the purposes of this Agreement, such investment companies, including the Fund, are called “participating investment companies.”)
4. AFS has entered into an agreement with DST Systems, Inc. (hereinafter called “DST”), to provide AFS with electronic data processing services sufficient for the performance of the shareholder services referred to in paragraph 2.
5. The Fund, together with the other participating companies, will maintain a Review and Advisory Committee, which Committee will review and may make recommendations to the boards of the participating investment companies regarding all fees and charges provided for in this Agreement, as well as review the level and quality of the shareholder services rendered to the participating investment companies and their shareholders. Each participating investment company may select one director or trustee who is not affiliated with CRMC, or any of its affiliated companies, or with Washington Management Corporation or any of its affiliated companies, to serve on the Review and Advisory Committee.
6. AFS will provide to the participating investment companies the shareholder services referred to herein in return for the following fees:
Annual account maintenance fee (paid monthly):
Fee per account (annual rate)
Rate
Broker controlled account (networked and street) $0.84
Full service account $16.00
No annual fee will be charged for a participant account underlying a 401(k) or other defined contribution plan where the plan maintains a single account on AFS’ books and responds to all participant inquiries.
AFS will bill the Fund monthly, on or shortly after the first of each calendar month, and the Fund will pay AFS within five business days of such billing.
Any revision of the schedule of charges set forth herein shall require the affirmative vote of a majority of the members of the board of trustees of the Fund.
7. All fund-specific charges from third parties -- including DST charges, payments described in the next sentence, postage, NSCC transaction charges and similar out-of-pocket expenses -- will be passed through directly to the Fund or other participating investment companies, as applicable. AFS, subject to approval of its board of directors, is authorized in its discretion to negotiate payments to third parties for account maintenance and/or transaction processing services provided such payments do not exceed the anticipated savings to the Fund, either in fees payable to AFS hereunder or in other direct Fund expenses, that AFS reasonably anticipates would be realized by the Fund from using the services of such third party rather than maintaining the accounts directly on AFS' books and/or processing non-automated transactions.
8. It is understood that AFS may have income in excess of its expenses and may accumulate capital and surplus. AFS is not, however, permitted to distribute any net income or accumulated surplus to its parent, CRMC, in the form of a dividend without the affirmative vote of a majority of the members of the boards of directors/trustees of the Fund and all participating investment companies.
9. This Agreement may be amended at any time by mutual agreement of the parties, with agreement of the Fund to be evidenced by affirmative vote of a majority of the members of the board of trustees of the Fund.
10. This Agreement may be terminated on 180 days' written notice by either party. In the event of a termination of this Agreement, AFS and the Fund will each extend full cooperation in effecting a conversion to whatever successor shareholder service provider(s) the Fund may select, it being understood that all records relating to the Fund and its shareholders are property of the Fund.
11. In the event of a termination of this Agreement by the Fund, the Fund will pay to AFS as a termination fee the Fund's proportionate share of any costs of conversion of the Fund's shareholder service from AFS to a successor. In the event of termination of this Agreement and all corresponding agreements with all the participating investment companies, all assets of AFS will be sold or otherwise converted to cash, with a view to the liquidation of AFS when it ceases to provide shareholder services for the participating investment companies. To the extent any such assets are sold by AFS to CRMC and/or any of its affiliates, such sales shall be at fair market value at the time of sale as agreed upon by AFS, the purchasing company or companies, and the Review and Advisory Committee. After all assets of AFS have been converted to cash and all liabilities of AFS have been paid or discharged, an amount equal to any capital or paid-in surplus of AFS that shall have been contributed by CRMC or its affiliates shall be set aside in cash for distribution to CRMC upon liquidation of AFS. Any other capital or surplus and any assets of AFS remaining after the foregoing provisions for liabilities and return of capital or paid-in surplus to CRMC shall be distributed to the participating investment companies in such proportions as may be determined by the Review and Advisory Committee.
12. In the event of disagreement between the Fund and AFS, or between the Fund and other participating investment companies as to any matter arising under this Agreement, which the parties to the disagreement are unable to resolve, the question shall be referred to the Review and Advisory Committee for resolution. If the Review and Advisory Committee is unable to resolve the question to the satisfaction of both parties, either party may elect to submit the question to arbitration; one arbitrator to be named by each party to the disagreement and a third arbitrator to be selected by the two arbitrators named by the original parties. The decision of a majority of the arbitrators shall be final and binding on all parties to the arbitration. The expenses of such arbitration shall be paid by the party electing to submit the question to arbitration.
13. The obligations of the Fund under this Agreement are not binding upon any of the directors, trustees, officers, employees, agents or shareholders of the Fund individually, but bind only the Fund itself. AFS agrees to look solely to the assets of the Fund for the satisfaction of any liability of the Fund in respect to this Agreement and will not seek recourse against such directors, trustees, officers, employees, agents or shareholders, or any of them or their personal assets for such satisfaction.
AMERICAN FUNDS SERVICE COMPANY
|
WASHINGTON MUTUAL INVESTORS FUND
|
By
By
John H. Phelan, Jr. Jeffrey L. Steele
President President and
Principal Executive Officer
By
By
Angela M. Mitchell Michael W. Stockton
Secretary Senior Vice President
WASHINGTON MUTUAL INVESTORS FUND
and
WASHINGTON MANAGEMENT CORPORATION
BUSINESS MANAGEMENT AGREEMENT
AGREEMENT, dated this 1
st
day of July, 2010, by and between Washington Mutual Investors Fund (the "Fund"), and Washington Management Corporation (the "Corporation").
WHEREAS, the Fund is a registered investment company under the Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, the Corporation is ready, willing and able to act as business manager of the Fund;
NOW, THEREFORE, for good and valuable consideration, the receipt whereof is hereby acknowledged, and the mutual performance of the undertakings herein, it is agreed by and between the parties hereto as follows:
1. The Corporation, as business manager for the Fund, will:
(a) Furnish the Fund the services of persons to perform the executive, administrative and clerical services in the management and conduct of the corporate business and affairs of the Fund. Such services shall include, but not be limited to, those services set forth in Exhibit A, attached to this agreement and made a part of it. The Corporation shall pay the compensation and travel expenses of all such persons, who shall serve without additional compensation from the Fund. The Corporation shall also, at its expense, provide suitable office space (which may be in the office of the Corporation) and utilities; all necessary office equipment; and general purpose accounting forms, supplies, and postage used at the office of the Fund.
(b) The Fund shall pay all its expenses not assumed by the Corporation as provided herein. Such expenses shall include, but shall not be limited to, custodian, stock transfer and dividend disbursing agency fees and expenses; costs of the designing, printing, and mailing of reports, prospectuses, proxy statements, and notices to its shareholders; expenses of shareholders' meetings; taxes; insurance; expenses of the issuance, sale (including stock certificates, registration and qualification expenses), or repurchase of shares of the Fund; legal and auditing expenses; expenses pursuant to the Fund's Plans of Distribution; fees and expense reimbursements paid to directors and advisory board members; association dues; and costs of stationery and forms prepared exclusively for the Fund.
2. The Fund shall pay to the Corporation on or before the tenth (10th) day of each month, as compensation for the services and activities set forth in paragraph 1, rendered by the Corporation during the preceding month, an annual rate of:
0.1170% of the first $3 billion of such net assets
0.0550% of the next $5 billion of such net assets
0.0430% of the next $4 billion of such net assets
0.0420% of the next $9 billion of such net assets
0.0400% of the next $23 billion of such net assets
0.0375% of the portion of such net assets in excess of $44 billion.
For the purposes hereof, the daily net assets of the Fund shall be determined in accordance with the method set forth in the currently effective registration statement of the Fund.
Upon any termination of this agreement on a day other than the last day of the month the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.
3. The right of the Corporation to receive such compensation, and the obligation of the Fund to pay the same, shall be subject to the following conditions: All ordinary operating expenses of the Fund shall in no event exceed in any fiscal year 1% of the average net assets of the Fund as annually determined. Costs incurred in connection with the purchase or sale of portfolio securities, including brokerage fees and commissions, which are capitalized in accordance with generally accepted accounting principles applicable to investment companies, shall be accounted for as capital items and not as expenses. If all expenses (including compensation to the Corporation) shall in any year exceed 1% of the average net assets, then, to the extent of any excess, the compensation to the Corporation shall be reduced or eliminated (as the case may be), notwithstanding which the Corporation will fully and faithfully perform all services required under the terms hereof. The Board of Trustees of the Fund may in its discretion either withhold a portion of the compensation owed for services if it shall appear to the Board that the total compensation for the year will be subject to year-end diminution, or recoup any excess compensation at year end.
4. The expense limitation described in paragraph 3 shall apply only to Class A shares issued by the Fund and shall not apply to any other class(es) of shares the Fund may issue in the future. Any new class(es) of shares issued by the Fund will not be subject to an expense limitation. However, not withstanding the foregoing, to the extent the Business Manager is required to reduce its management fee pursuant to provisions contained in paragraph 3 due to the expenses of the Class A shares exceeding the stated limit, the reduction in the management fee will reduce the Fund
’
s management fee expense similarly for all other classes of shares of the Fund.
5. Nothing contained in this agreement shall be construed to prohibit the Corporation from performing investment advisory, business management, or distribution services for other investment companies and other persons or companies, nor to prohibit affiliates of the Corporation from engaging in such businesses or in other related or unrelated businesses. The Corporation shall have no liability to the Fund, or its shareholders or creditors, for any error of judgment, mistake of law, or for any loss arising out of any investment, or for any other act or omission in the performance of its obligations to the Fund not involving willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties hereunder.
6. This agreement shall become effective July 1, 2010 and continue in effect until the close of business on August 31, 2011. It may thereafter be renewed from year to year by mutual consent, provided that such renewal shall be specifically approved at least annually (a) by the Trustees of the Fund, or by the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, and (b) by a majority of the Trustees who are not parties to the agreement nor interested persons (as that term is defined in the 1940 Act) of any such party, by vote cast in person at a meeting called for the purpose of voting on such continuance.
7. This agreement may be terminated at any time, without payment of any penalty, by the Board of Trustees or by the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, on sixty (60) days' written notice to the Corporation, or by the Corporation on like notice to the Fund. This agreement shall automatically terminate in the event of its assignment (as defined in the 1940 Act).
8. This agreement may be amended, supplemented, or extended by the parties hereto at any time.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate original by their officers thereunto duly authorized as of the day and year first written above.
Attest: WASHINGTON MUTUAL INVESTORS FUND
_____________________ By: _______________________________
Name: Jeffrey L. Steele
Title: President
Attest: WASHINGTON MANAGEMENT CORPORATION
_____________________ By: ______________________________
Name: Michael W. Stockton
Title: Senior Vice President
EXHIBIT A
TO
BUSINESS MANAGEMENT AGREEMENT
SERVICES TO BE PERFORMED BY
WASHINGTON MANAGEMENT CORPORATION (“WMC”)
PURSUANT TO SECTION 1
1.
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Provide individuals that serve as officers and interested directors of the Fund.
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2.
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Furnish and compensate all employees required to perform WMC’s duties under the Business Management Agreement.
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3.
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In conjunction with the Fund’s Independent Board Chair, arrange and coordinate all Board and Committee Meetings. Prepare and distribute meeting schedules and maintain lists of regular agenda items for Board and Committee Meetings. Maintain a schedule of Board and Committee Meeting duties and requirements, including matters requiring Board action. Schedule includes annual action items such as action required for renewal of business management agreement, investment adviser agreement, 12b-1 plans, principal underwriting agreement, shareholder servicing agreements and regulatory filings.
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4.
|
Prepare, collect and distribute, in conjunction with all service providers, Board and Committee Meeting materials and periodic and special reports to the Board in advance of meetings.
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5.
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Attend Board and Committee Meetings and draft Board and Committee Meeting minutes. Distribute minutes for review and prepare final form of minutes.
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6.
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Assist the Board in developing Fund policies and procedures.
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7.
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Establish procedures to assist the Board of Trustees with their oversight duties (including fund governance, contracts, accountant selection, insurance, net asset valuation, trustee independence, audit committee financial expert, chief compliance officer and interfund transactions).
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8.
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Assist in Board members’ on-going education. Provide new Board member orientation, and regularly inform the Board of industry and regulatory developments. Carry out instructions of the Board with respect to policy decisions.
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9.
|
Assist the Board with approval of key service provider agreements. Assist the Governance Committee in obtaining data for evaluation purposes.
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10.
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Assist the Board in review and approval of WMC, the investment adviser, principal underwriter and Fund compliance programs. The WMC Chief Compliance Officer interfaces with the Chief Compliance Officer of the Fund and serves as the liaison for regulatory inquiries.
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11.
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Collect and analyze comparative statistical data on investment results, operating expenses and growth of the Fund, sales and redemptions of the Fund’s shares, and prepare and submit the following reports on such data to the Board of Trustees:
|
a.
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Brokerage commissions paid to securities dealers for transactions in portfolio securities of the Fund,
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b.
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Sales of the Fund shares by securities dealers,
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c.
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Comparative investment results and
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d.
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Net sales and redemptions of Fund shares.
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12.
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Assist Board members in maintaining their status as independent directors. Prepare, provide and review annual trustee and advisory board member questionnaires.
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13.
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Monitor the number of Trustees that have been elected by shareholders and the percentage of the Board that is independent by maintaining a schedule and periodically reviewing the ratio of Trustees elected by shareholders and the ratio of those that are independent.
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14.
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Assist the Board of Trustees in overseeing the development and operation of share class-based services to shareholders.
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15.
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Assist the Board and the Committee on Proxy Voting Procedures (the “Proxy Committee”) in developing, monitoring and updating proxy voting policies and procedures. Coordinate the voting of all proxies of the portfolio companies held by the Fund. Provide the personnel to support the Principal Executive Officer (“PEO”) of the Fund (or his designated voting officer) who votes all proxies in accordance with the Board’s policies. Execute the voting of proxies, maintain paper copy of proxy materials and voting record. Prepare monthly voting report, which is reviewed by Fund officers. Advise the Fund’s Board of any significant controversies relating to proxy votes. Schedule meetings of the Proxy Committee. Provide the Board with an annual report setting out the voting record of proxies.
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16.
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Provide copies of Securities and Exchange Commission (“SEC”) filings to Board members.
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17.
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Assist in making travel arrangements for Trustees and officers attending out-of-town meetings.
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18.
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Assist the Board in designating an Audit Committee Financial Expert.
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19.
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Assist the Board in designating a Fund Chief Compliance Officer.
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20.
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Provide financial and certain other reports to the Trustees on a monthly basis.
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21.
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Provide support to the Fund’s Independent Board Chairman.
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22.
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Maintain or provide for the maintenance of certain Fund records, including corporate, tax and accounting records; SEC filings; tax filings; Board and Committee Meeting materials and minutes; code of ethics; Fund agreements; Fund procedures; documents concerning fidelity bond and D&O/E&O insurance; declaration of trust and by-laws. Periodically review files to verify completeness.
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23.
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Prepare or arrange for the preparation of all corporate filings and tax returns.
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24.
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Monitor the daily financial position of the Fund.
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25.
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Perform or arrange for the performance of fund accounting services other than the calculation of daily net asset value which is calculated by the investment adviser.
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26.
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Assist in coordinating and facilitating the annual audit of the Fund’s financial statements with the independent registered public accountant for the Fund.
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27.
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Create and design annual and semi-annual shareholder reports. Plan, prepare and arrange for the printing and timely distribution of the reports to shareholders.
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28.
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Monitor the activities of the investment adviser and principal underwriter.
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29.
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Monitor shareholder services provided by the Fund’s transfer agent.
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30.
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Monitor services provided by the custodian of the Fund’s investment assets and cash balances. Review and/or negotiate fees for the services of the custodian.
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31.
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Coordinate and maintain continuous liaison with officers and personnel of the investment adviser, principal underwriter, transfer agent, fund accounting agent, custodian, Fund counsel and independent registered public accountant.
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32.
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Oversee state registration of Fund shares, including oversight of the blue sky service provider. Review filings and authorize payments in connection with state registration requirements. Maintain a record of geographical distribution of sales of Fund shares in connection with state registration requirements.
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33.
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Consult with Fund counsel and accountants on current legal, accounting and tax matters.
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34.
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Assist with disbursement of all dividends and capital gain distributions.
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35.
|
Oversee proxy solicitations, including preparation of the proxy statement, related SEC filings and printing and distribution of Notices of Meetings of Shareholders, proxy statements and proxy cards. Coordinate review of the proxy statement by Fund officers, Trustees, Fund counsel and independent registered public accountant. Coordinate and conduct shareholder meetings, including attending the meetings and preparing the minutes.
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36.
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Make Board-authorized transfers to the Fund's operating account from its custody account.
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37.
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Pay all Fund expenses from the Fund's operating account. Maintain a record of and monitor all Fund expenditures. Provide Board with regular reports setting out Fund expenses.
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38.
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Reconcile Fund’s operating account statement each month.
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39.
|
Review and analyze Fund expense ratios and consider changes in accrual rates.
|
40.
|
Maintain filing schedule for all required Fund filings.
|
41.
|
Prepare and file necessary amendments to the Fund’s Registration Statement on Form N-1A, including that required for the renewal of and updates to the Fund prospectuses. Coordinate review by Fund service providers, including WMC, investment adviser, fund accountant, Fund counsel and independent registered public accountant. Prepare and file supplements to the prospectus with the SEC.
|
42.
|
Prepare and file the N-SAR semi-annual report of the Fund with the SEC. N-SAR responses are generated from multiple sources and reviewed by multiple Fund officers.
|
43.
|
Develop and maintain disclosure controls and procedures in compliance with N-CSR and N-Q requirements. WMC Disclosure Controls Committee meets in connection with the filing of Form N-CSR and Form N-Q and as otherwise appropriate. The Committee ensures that any material weakness or fraud, of which it is aware, is reported directly to the Fund’s Audit Committee and independent registered public accountant.
|
44.
|
Prepare and file Form N-CSR. Information required to be disclosed in Form N-CSR is gathered and communicated to Fund management, including its PEO and Principal Financial Officer (“PFO”) to allow timely decisions regarding required disclosure.
|
45.
|
Prepare and file Form N-Q. The quarterly holdings report is prepared in coordination with fund accounting and is reviewed by the WMC Disclosure Controls Committee, as well as Fund service providers and Fund officers.
|
46.
|
Prepare and file Form N-PX, the Fund’s annual proxy voting record.
|
47.
|
Prepare and file Form 24f-2.
|
48.
|
Keep informed with respect to regulatory and industry developments.
|
49.
|
Develop, administer and monitor the WMC and Fund Codes of Ethics. Maintain a record of pre-clearance requests and monitor pre-clearance procedures, and receive and review annual reports and confirmation statements.
|
50.
|
Assist the Board in implementing the Code of Professional Standards for Fund PEO and PFO. File Code with Form N-CSR.
|
51.
|
Administer and monitor Codes of Conduct for Attorneys, including WMC attorneys.
|
52.
|
Review with Fund counsel compliance with provisions of the Investment Company Act of 1940, as amended.
|
53.
|
Monitor, review and file applicable tax filings. Monitor tax law changes applicable to registered investment companies. Periodically analyze general ledger to ensure that required distributions for income and excise tax are met. Fund officers review the calculation of distributions and submit the same to the Trustees for approval. Ensure elections and schedules are properly calculated and included with tax returns. Maintain copies of all final schedules. Ensure tax returns (including extensions) are timely filed with federal and state authorities.
|
54.
|
Monitor and report regularly to the Board on the use of Fund assets for payments under Rule 12b-1 Plans of Distribution to assure such expenditures are limited to expenses authorized by the Board of Trustees, and are within overall Plan limits. Review all Plan payments for consistency with the terms of the Plans. Assist Board in the review of materials presented by principal underwriter and Fund counsel to assist Trustees in assessing annual required renewal of each 12b-1 Plan. Review sales literature provided to WMC by principal underwriter for consistency with Fund policies and procedures.
|
55.
|
Participate in the development and implementation of the Fund’s privacy policy as required under Regulation S-P. Implement and maintain WMC’s privacy policy and periodically remind WMC staff of obligations under the policy.
|
56.
|
Monitor and assist in maintaining the Fund’s procedures related to applicable anti-money laundering requirements and customer identification program.
|
57.
|
Assist Board in developing procedures and recommending changes to Audit Committee Charter to comply with applicable requirements.
|
58.
|
Reconcile month-end custodian account statements with fund accounting records, including security positions. Any discrepancies are noted, researched and resolved. Copies of discrepancies are provided to the Fund’s PEO and PFO.
|
59.
|
Monitor reports and file required items necessary for compliance with Section 17f-2 of the Investment Company Act of 1940.
|
60.
|
Review annual renewal information related to fidelity bond and other insurance policies for the Fund and complete necessary filings with the SEC.
|
61.
|
Receive and review a month-end portfolio pricing report of all Fund assets. Any exceptions are investigated and reconciled.
|
62.
|
Securities without readily available market prices are priced using Board approved valuation procedures. Maintain records of fair valued securities. Prepare Board reports concerning fair valued securities.
|
63.
|
Perform periodic compliance reviews relating to policies and procedures of the Fund, as deemed necessary by WMC.
|
64.
|
Receive and review monthly fund accounting exception reports.
|
65.
|
Receive and review periodic compliance reports from the investment adviser.
|
66.
|
Develop and monitor “whistle blower” provision to allow WMC personnel to report possible violations of Fund policies or regulations.
|
67.
|
Coordinate 17a-7 interfund transactions.
|
68.
|
Monitor 10f-3 transactions where an affiliate serves as underwriter.
|
69.
|
Monitor 17e-1 transactions where an affiliate receives a commission on a portfolio transaction.
|
70.
|
Respond directly and/or in coordination with appropriate service provider to inquiries received directly from shareholders and dealers. Maintain a copy of related correspondence. Make special reports to shareholders, as requested.
|
71.
|
Maintain a disaster recovery program to provide for effective contingent operations as well as communication with key service providers in the event of business location failure.
|
72.
|
Provide information in response to regulatory examinations and provide exam assistance, including serving as the liaison with the examiners during the exam and assisting with preparation of any exam response.
|
73.
|
Prepare and file amendments to the declaration of trust and prepare amendments to the by-laws.
|
74.
|
Administer Trustee compensation.
|
75.
|
Provide and administer Trustee website.
|
76.
|
Perform such other activities, duties and responsibilities as promulgated by rule, regulation or board request.
|
77.
|
Provide office space, secretarial and clerical services, office equipment, supplies and communication facilities.
|
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (the “Agreement”) is made as of the date set forth on the signature page by and between Washington Mutual Investors Fund, a Delaware statutory trust (the “Fund”), and the trustee of the Fund whose name is set forth on the signature page (the “Board Member”).
WHEREAS, the Board Member is a trustee of the Fund, and the Fund wishes the Board Member to continue to serve in that capacity; and
WHEREAS, the Agreement and Declaration of Trust of the Fund (the “Trust Instrument”) and By-Laws of the Fund and applicable federal and Delaware laws permit the Fund to contractually obligate itself to indemnify and hold the Board Member harmless to the fullest extent permitted by law;
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements set forth herein, the parties hereby agree as set forth below. Certain capitalized terms used herein are defined in Section 5.
1.
Indemnification
.
The Fund shall indemnify and hold harmless the Board Member against any liabilities or Expenses (collectively, “Liability”) actually and reasonably incurred by the Board Member in any Proceeding arising out of or in connection with the Board Member’s service to the Fund, to the fullest extent permitted by the Trust Instrument and By-Laws of the Fund and the laws of the State of Delaware, the Securities Act of 1933, and the Investment Company Act of 1940, as now or hereafter in force, subject to the provisions of paragraphs (a), (b) and (c) of this Section 1. The Fund’s Board of Trustees shall take such actions as may be necessary to carry out the intent of these indemnification provisions and shall not amend the Fund’s Trust Instrument or By-laws to limit or eliminate the right to indemnification provided herein with respect to acts or omissions occurring prior to such amendment or repeal.
(a)
Special Condition
. With respect to Liability to the Fund or its shareholders, and subject to applicable state and federal law, the Board Member shall be indemnified pursuant to this Section 1 against any Liability unless such Liability arises by reason of the Board Member’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office as defined in such Section 17(h) of the Investment Company Act of 1940, as amended (“Disabling Conduct”).
(b)
Special Process Condition
. With respect to Liability to the Fund or its shareholders, no indemnification shall be made unless a determination has been made by reasonable and fair means that the Board Member has not engaged in Disabling Conduct. Such reasonable and fair means shall be established in conformity with then applicable federal and Delaware law and administrative interpretations. In any determination with respect to Disabling Conduct, a trustee requesting indemnification who is not an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, shall be afforded a rebuttable presumption that such trustee did not engage in such conduct while acting in his or her capacity as a trustee.
(c)
State Law Restrictions
. In accordance with the Delaware Statutory Trust Act, the Board Member shall not be indemnified and held harmless pursuant to this Section 1 if the substantive and procedural standards for indemnification under such law have not been met.
2.
Advancement of Expenses
.
The Fund shall promptly advance funds to the Board Member to cover any and all Expenses the Board Member incurs with respect to any Proceeding arising out of or in connection with the Board Member’s service to the Fund, to the fullest extent permitted by the laws of the State of Delaware, the Securities Act of 1933, and the Investment Company Act of 1940, as such statutes are now or hereafter in force, subject to the provisions of paragraphs (a) and (b) of this Section 2.
(a)
Affirmation of Conduct.
A request by the Board Member for advancement of funds pursuant to this Section 2 shall be accompanied by the Board Member’s written affirmation of his or her good faith belief that he or she met the standard of conduct necessary for indemnification, and such other statements, documents or undertakings as may be required under applicable federal and Delaware law.
(b)
Special Conditions to Advancement
. With respect to Liability to the Fund or its shareholders, and subject to applicable state and federal law, the Board Member shall be entitled to advancements of Expenses pursuant to this Section 2 against any Liability to the Fund or its shareholders if (1) the Fund has obtained assurances to the extent required by applicable federal and Delaware law, such as by obtaining insurance or receiving collateral provided by the Board Member, to the reasonable satisfaction of the Board, that the advance will be repaid if the Board Member is found to have engaged in Disabling Conduct, or (2) the Board has a reasonable belief that the Board Member has not engaged in Disabling Conduct and ultimately will be entitled to indemnification. In forming such a reasonable belief, the Board of Trustees shall act in conformity with then applicable federal and Delaware law and administrative interpretations, and shall afford a trustee requesting an advance who is not an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, a rebuttable presumption that such trustee did not engage in Disabling Conduct while acting in his or her capacity as a trustee.
3.
Procedure for Determination of Entitlement to Indemnification and Advancements
.
A request by the Board Member for indemnification or advancement of Expenses shall be made in writing, and shall be accompanied by such relevant documentation and information as is reasonably available to the Board Member. The Secretary of the Fund shall promptly advise the Board of such request.
(a)
Methods of Determination.
Upon the Board Member’s request for indemnification or advancement of Expenses, a determination with respect to the Board Member’s entitlement thereto shall be made by the Board or Independent Counsel in accordance with applicable federal and Delaware law. The Board Member shall have the right, in his or her sole discretion, to have Independent Counsel make such a determination. The Board Member shall cooperate with the person or persons making such determination, including without limitation providing to such persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and is reasonably available to the Board Member and reasonably necessary to such determination. Any Expenses incurred by the Board Member in so cooperating shall be borne by the Fund, irrespective of the determination as to the Board Member’s entitlement to indemnification or advancement of Expenses.
(b
) Independent Counsel.
If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Trustees shall select the Independent Counsel, and the Secretary of the Fund shall give written notice to the Board Member advising the Board Member of the identity of the Independent Counsel selected. The Board Member may, within five days after receipt of such written notice, deliver to the Secretary of the Fund a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 4, and shall set forth with particularity the factual basis of such assertion. Upon such objection, the Board of Trustees, acting in conformity with applicable federal and Delaware law, shall select another Independent Counsel.
If within fourteen days after submission by the Board Member of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been selected without objection, then either the Board or the Board Member may petition the Chancery Court of the State of Delaware or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel.
The Fund shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.
(c)
Failure to Make Timely Determination.
If the person or persons empowered or selected to determine whether the Board Member is entitled to indemnification or advancement of Expenses shall not have made such determination within thirty days after receipt by the Secretary of the Fund of the request therefor, the requisite determination of entitlement to indemnification or advancement of Expenses shall be deemed to have been made, and the Board Member shall be entitled to such indemnification or advancement, absent (i) an intentional misstatement by the Board Member of a material fact, or an intentional omission of a material fact necessary to make the Board Member’s statement not materially misleading, in connection with the request for indemnification or advancement of Expenses, or (ii) a prohibition of such indemnification or advancements under applicable federal and Delaware law; provided, however, that such period may be extended for a reasonable period of time, not to exceed an additional thirty days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto.
(d)
Payment Upon Determination of Entitlement.
If a determination is made pursuant to Section 1 or Section 2 (or is deemed to be made pursuant to paragraph (c) of this Section 3) that the Board Member is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Board Member shall be made within ten days after such determination (and, in the case of advancements of further Expenses, within ten days after submission of supporting information). If such payment is not made when due, the Board Member shall be entitled to an adjudication in a court of competent jurisdiction of the Board Member’s entitlement to such indemnification or advancements. The Board Member shall commence such proceeding seeking an adjudication within one year following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d). In any such proceeding, the Fund shall be bound by the determination that the Board Member is entitled to indemnification or advancements, absent (i) an intentional misstatement by the Board Member of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, or (ii) a prohibition of such indemnification or advancements under applicable federal and Delaware law.
(e)
Appeal of Adverse Determination.
If a determination is made that the Board Member is not entitled to indemnification or advancements, the Board Member shall be entitled to an adjudication of such matter in any court of competent jurisdiction. Alternatively, the Board Member, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association. The Board Member shall commence such proceeding or arbitration within one year following the date on which the adverse determination is made. Any such judicial proceeding or arbitration shall be conducted in all respect as a de novo trial or arbitration on the merits, and the Board Member shall not be prejudiced by reason of such adverse determination.
(f)
Expenses of Appeal.
If the Board Member seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, the indemnification or Expense advancement provisions of this Agreement, the Board Member shall be entitled to recover from the Fund, and shall be indemnified by the Fund against, any and all Expenses actually and reasonably incurred by the Board Member in such judicial adjudication or arbitration, but only if the Board Member prevails therein. If it shall be determined in such judicial adjudication or arbitration that the Board Member is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by the Board Member in connection with such judicial adjudication or arbitration shall be prorated as the court or arbitrator determines to be appropriate.
(g)
Validity of Agreement
. In any judicial proceeding or arbitration commenced pursuant to this Section 3, the Fund shall be precluded from asserting that the procedures and presumptions set forth in this Agreement are not valid, binding and enforceable against the Fund, and shall stipulate in any such court or before any such arbitrator that the Fund is bound by all the provisions of this Agreement.
4.
General Provisions.
(a)
Non-Exclusive Rights
. The provisions for indemnification of, and advancement of Expenses to, the Board Member set forth in this Agreement shall not be deemed exclusive of any other rights to which the Board Member may otherwise be entitled. Notwithstanding the previous sentence, the indemnification provided for in this Agreement is in lieu of, and not in addition to, the indemnification set forth in the Trust Instrument. The Fund shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Board Member has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.
(b)
Continuation of Provisions
. This Agreement shall be binding upon all successors of the Fund, including without limitation any transferee of all or substantially all assets of the Fund and any successor by merger, consolidation, or operation of law, and shall inure to the benefit of the Board Member’s spouse, heirs, assigns, devisees, executors, administrators and legal representatives. The provisions of this Agreement shall continue until the later of (1) ten years after the Board Member has ceased to provide any service to the Fund, and (2) the final termination of all Proceedings in respect of which the Board Member has asserted, is entitled to assert, or has been granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by the Board Member pursuant to Section 3 relating thereto. Unless required by applicable federal or Delaware law, no amendment of the Trust Instrument or By-Laws of the Fund shall limit or eliminate the right of the Board Member to indemnification and advancement of Expenses set forth in this Agreement with respect to acts or omissions occurring prior to such amendment or repeal. In the event the Fund or any successor shall discontinue its operations within the term of this Agreement, adequate provision shall be made to honor the Fund’s obligations under this Agreement.
(c)
Selection of Counsel
. Counsel selected by the Board shall be entitled to assume the defense of any Proceeding for which the Board Member seeks indemnification or advancement of Expenses under this Agreement. However, counsel selected by the Board Member shall conduct the defense of the Board Member to the extent reasonably determined by such counsel to be necessary to protect the interests of the Board Member, and the Fund shall indemnify the Board Member therefor to the extent otherwise permitted under this Agreement, if (1) the Board Member reasonably determines that there may be a conflict in the Proceeding between the positions of the Board Member and the positions of the Fund or the other parties to the Proceeding that are indemnified by the Fund and not represented by separate counsel, or the Board Member otherwise reasonably concludes that representation of both the Board Member, the Fund and such other parties by the same counsel would not be appropriate, or (2) the Proceeding involves the Board Member but neither the Fund nor any such other party and the Board Member reasonably withholds consent to being represented by counsel selected by the Fund. If the Board has not selected counsel to assume the defense of any such Proceeding for the Board Member within thirty days after receiving written notice thereof from the Board Member, the Fund shall be deemed to have waived any right it might otherwise have to assume such defense.
(d)
D&O Insurance
. For a period of at least six years after the Board Member has ceased to provide services to the Fund, the Fund shall purchase and maintain in effect, through “tail” or other appropriate coverage, one or more policies of insurance on behalf of the Board Member to the maximum extent of the coverage provided to the active members of the Board of Trustees of the Fund.
(e)
Subrogation
. In the event of any payment by the Fund pursuant to this Agreement, the Fund shall be subrogated to the extent of such payment to all of the rights of recovery of the Board Member, who shall, upon reasonable written request by the Fund and at the Fund’s expense, execute all such documents and take all such reasonable actions as are necessary to enable the Fund to enforce such rights. Nothing in this Agreement shall be deemed to diminish or otherwise restrict the right of the Fund or the Board Member to proceed or collect against any insurers and to give such insurers any rights against the Fund under or with respect to this Agreement, including without limitation any right to be subrogated to the Board Member’s rights hereunder, unless otherwise expressly agreed to by the Fund in writing, and the obligation of such insurers to the Fund and the Board Member shall not be deemed to be reduced or impaired in any respect by virtue of the provisions of this Agreement.
(f)
Notice of Proceedings.
The Board Member shall promptly notify the Secretary of the Fund in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding which may be subject to indemnification or advancement of expense pursuant to this Agreement, but no delay in providing such notice shall in any way limit or affect the Board Member’s rights or the Fund’s obligations under this Agreement.
(g)
Notices.
All notices, requests, demands and other communications to a party pursuant to this Agreement shall be in writing, addressed to such party at the address specified on the signature page of this Agreement (or such other address as may have been furnished by such party by notice in accordance with this paragraph), and shall be deemed to have been duly given when delivered personally (with a written receipt by the addressee) or two days after being sent (1) by certified or registered mail, postage prepaid, return receipt requested, (2) by nationally recognized overnight courier service or (3) by tested electronic means.
(h)
Severability.
If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, in whole or in part, for any reason whatsoever, (1) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any provision that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (2) to the fullest extent possible, the remaining provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
(i)
Modification and Waiver.
This Agreement supersedes any existing or prior agreement between the Fund and the Board Member pertaining to the subject matter of indemnification, advancement of Expenses and insurance. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties or their respective successors or legal representatives. Any waiver by either party of any breach by the other party of any provision contained in this Agreement to be performed by the other party must be in writing and signed by the waiving party or such party’s successor or legal representative, and no such waiver shall be deemed a waiver of similar or other provisions at the same or any prior or subsequent time.
(j)
Headings.
The headings of the Sections of this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.
(k)
Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which when taken together shall constitute one document.
(l)
Applicable Law.
This Agreement shall be governed by and construed and enforce in accordance with the laws of the State of Delaware without reference to principles of conflict of laws.
5.
Definitions
. For purposes of this Agreement, the following terms shall have the following meanings:
(a) “Board” means the board of trustees of the Fund, excluding those members of the board of trustees who are not eligible under applicable federal or Delaware law to participate in making a particular determination pursuant to Section 3 of this Agreement; provided, however, that if no two members of the Board of Trustees are eligible to participate, Board shall mean Independent Counsel.
(b) “Disabling Conduct” shall be as defined in Section 1.
(c) “Expenses” shall include without limitation all judgments, penalties, fines, amounts paid or to be paid in settlement, ERISA excise taxes, liabilities, losses, interest, expenses of investigation, attorneys’ fees, retainers, court costs, transcript costs, fees of experts and witnesses, expenses of preparing for and attending depositions and other proceedings, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other costs, disbursements or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or acting as a witness in a Proceeding.
(d) “Final termination of a Proceeding” shall mean a final adjudication by court order or judgment of the court or other body before which a matter is pending, from which no further right of appeal or review exists.
(e) “Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of investment company law and neither at the time of designation is, nor in the five years immediately preceding such designation was, retained to represent (A) the Fund or the Board Member in any matter material to either, or (B) any other party to the Proceeding giving rise to a claim for indemnification or advancements hereunder. Notwithstanding the foregoing, however, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Fund or the Board Member in an action to determine the Board Member’s rights pursuant to this Agreement, regardless of when the Board Member’s act or failure to act occurred.
(f) “Independent Board Member” shall mean a trustee of the Fund who is neither an “interested person” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor a party to the Proceeding with respect to which indemnification or advances are sought.
(g) “Liability shall be as defined in Section 1.
(h) “Proceeding” shall include without limitation any threatened, pending or completed claim, demand, threat, discovery request, request for testimony or information, action, suit, arbitration, alternative dispute mechanism, investigation, hearing, or other proceeding, including any appeal from any of the foregoing, whether civil, criminal, administrative or investigative, and shall also include any proceeding brought by the Board Member against the Fund.
(i) The Board Member’s “service to the Fund” shall include without limitation the Board Member’s service as a trustee, officer, employee, agent or representative of the Fund, and his or her service at the request of the Fund as a director, trustee, officer, employee, agent or representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
** SIGNATURE PAGE TO FOLLOW **
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth below.
Dated: July 1, 2010
WASHINGTON MUTUAL INVESTORS FUND
a Delaware Statutory Trust
By:
Name: Jennifer L. Butler
Title:
Secretary
Address for notices:
1101 Vermont Ave, NW Suite 600
Washington, DC 20005
TRUSTEE:
Print Name:
Address for notices:
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (“Agreement”) is made as of this 24th day of August, 2009 by and between Washington Mutual Investors Fund, Inc., a Maryland corporation (the “Fund”), and Washington Mutual Investors Fund, a Delaware statutory trust (the “DE Trust”) (the Fund and the DE Trust are hereinafter collectively referred to as the “parties”).
In consideration of the mutual promises contained herein, and intending to be legally bound, the parties hereto agree as follows:
1.
Plan of Reorganization.
a.
Upon satisfaction of the conditions precedent described in Section 3 hereof, the Fund will convey, transfer and deliver to the DE Trust at the closing provided for in Section 2 (hereinafter referred to as the “Closing”) all of the Fund’s then-existing assets (the “Assets”). In consideration thereof, the DE Trust agrees at the Closing (i) to assume and pay when due all obligations and liabilities of the Fund, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued, contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn, include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any (collectively, the “Liabilities”), such Liabilities to become the obligations and liabilities of the DE Trust; and (ii) to deliver to the Fund in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class of shares of beneficial interest, without par value, of the DE Trust, equal in number to the number of full and fractional shares of the corresponding series and class of shares of common stock of the Fund outstanding at the time of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding the Effective Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”). The Fund shall distribute to the Fund’s shareholders the shares of the DE Trust in accordance with this Agreement and the resolutions of the Board of Directors of the Fund (the “Board of Directors”) authorizing the transactions contemplated by this Agreement.
b.
In order to effect the delivery of shares described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund and, on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, without par value, of the corresponding series and class of the DE Trust equal to the number of full and fractional shares of common stock such shareholder holds in the corresponding series and class of the Fund at the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization. Fractional shares of the DE Trust will be carried to the third decimal place. At the time of calculation of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization, the net asset value per share of each series and class of shares of the DE Trust shall be deemed to be the same as the net asset value per share of each corresponding series and class of shares of the Fund. On the Effective Date of the Reorganization, the shares of a series and class of the Fund will be deemed to represent the same number of shares of the corresponding series and class of the DE Trust. Simultaneously with the crediting of the shares of the DE Trust to the shareholders of record of the Fund, the shares of the Fund held by such shareholders shall be cancelled. Each shareholder of the Fund will have the right to deliver their share certificates of the Fund to the DE Trust in exchange for shares of the DE Trust. However, a shareholder need not deliver such certificates to the DE Trust unless the shareholder so desires.
c.
As soon as practicable after the Effective Date of the Reorganization, the Fund shall take all necessary steps under Maryland law to effect a complete dissolution of the Fund.
d.
The expenses of entering into and carrying out this Agreement will be borne by the Fund.
2.
Closing and Effective Date of the Reorganization.
The Closing shall consist of (i) the conveyance, transfer and delivery of the Assets to the DE Trust in exchange for the assumption and payment, when due, by the DE Trust, of the Liabilities of the Fund; and (ii) the issuance and delivery of the DE Trust’s shares in accordance with Section 1(b), together with related acts necessary to consummate such transactions. Subject to receipt of all necessary regulatory approvals and the final adjournment of the meeting of shareholders of the Fund at which this Agreement is considered and approved, the Closing shall occur on such date as the officers of the parties may mutually agree (“Effective Date of the Reorganization”).
3.
Conditions Precedent.
The obligations of the Fund and the DE Trust to effectuate the transactions hereunder shall be subject to the satisfaction of each of the following conditions:
a.
Such authority and orders from the U.S. Securities and Exchange Commission (the “Commission”) and state securities commissions as may be necessary to permit the parties to carry out the transactions contemplated by this Agreement shall have been received;
b.
(i) One or more post-effective amendments to the Fund’s Registration Statement on Form N-1A (“Registration Statement”) under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (“1940 Act”), containing such amendments to such Registration Statement as are determined under the supervision of the Board of Directors to be necessary and appropriate as a result of this Agreement, shall have been filed with the Commission; (ii) the DE Trust shall have adopted as its own such Registration Statement, as so amended; (iii) the most recent post-effective amendment or amendments to the Fund’s Registration Statement shall have become effective, and no stop order suspending the effectiveness of the Registration Statement shall have been issued, and no proceeding for that purpose shall have been initiated or threatened by the Commission (other than any such stop order, proceeding or threatened proceeding which shall have been withdrawn or terminated); and (iv) an amendment of the Form N-8A Notification of Registration filed pursuant to Section 8(a) of the 1940 Act (“Form N-8A”) reflecting the change in name and legal form of the Fund to a Delaware statutory trust shall have been filed with the Commission and the DE Trust shall have expressly adopted such amended Form N-8A as its own for purposes of the 1940 Act;
c.
Each party shall have received an opinion of Covington & Burling LLP to the effect that, assuming the reorganization contemplated hereby is carried out in accordance with this Agreement, the laws of the State of Maryland the State of Delaware, and in accordance with customary representations provided by the parties in a certificate(s) delivered to Covington & Burling LLP, the reorganization contemplated by this Agreement qualifies as a “reorganization” under Section 368 of the Code, and thus will not give rise to the recognition of income, gain or loss for federal income tax purposes to the Fund, the DE Trust or the shareholders of the Fund or the DE Trust;
d.
The shares of the DE Trust are eligible for offering to the public in those states of the United States in which the shares of the Fund are currently eligible for offering to the public so as to permit the issuance and delivery by the DE Trust of the shares contemplated by this Agreement to be consummated;
e.
This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by the appropriate action of the Board of Directors and the shareholders of the Fund;
f.
The shareholders of the Fund shall have voted to direct the Fund to vote, and the Fund shall have voted, as sole shareholder of each series of the DE Trust, to:
(i)
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Elect as Trustees of the DE Trust the following individuals:
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Nariman Farvardin
Barbara Hackman Franklin
Mary Davis Holt
R. Clark Hooper
James H. Lemon, Jr.
Harry J. Lister
James C. Miller III
Donald L. Nickles
William J. Shaw
J. Knox Singleton
Jeffrey L. Steele
Lydia W. Thomas
(ii)
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Approve an Investment Advisory Agreement between Capital Research and Management Company (“Investment Adviser”) and the DE Trust, which is substantially the same, with any such changes as approved by shareholders of the Fund, as the then-current Investment Advisory Agreement between the Investment Adviser and the Fund;
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(iii)
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Approve a Subsidiary Agreement between the Investment Adviser and a Subsidiary Adviser, substantially in the form approved by shareholders of the Fund; and
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(iv)
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Approve Plans of Distribution pursuant to Rule 12b-1 under the 1940 Act for applicable share classes and series of the DE Trust that are substantially the same as the Plans of Distribution of the Fund and its series.
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g.
The Trustees of the DE Trust shall have duly adopted and approved this Agreement and the transactions contemplated hereby, including authorization of the issuance and delivery by the DE Trust of shares of the DE Trust on the Effective Date of the Reorganization and the assumption by the DE Trust of the Liabilities of the Fund in exchange for the Assets of the Fund pursuant to the terms and provisions of this Agreement, and shall have taken the following actions at a meeting duly called for such purposes:
(i)
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Approval of the Investment Advisory Agreement described in paragraph (f)(ii) of this Section 3 between the Investment Adviser and the DE Trust;
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(ii)
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Approval of the assignment to the DE Trust of the custody agreement(s), as amended to date, between JPMorgan Chase Bank, NA and the Fund;
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(iii)
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Selection of PricewaterhouseCoopers LLP as the DE Trust’s independent registered public accounting firm for the current fiscal year;
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(iv)
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Approval of an administrative services agreement with the Investment Adviser in substantially the same form as the Fund’s then current agreement;
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(v)
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Approval of a principal underwriting agreement between the DE Trust and American Funds Distributors, Inc. in substantially the same form as the Fund’s then current agreement;
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(vi)
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Approval of plans of distribution by the DE Trust pursuant to Rule 12b-1 under the 1940 Act for each relevant class of shares in substantially the same form as the then current plans for shares of the Fund;
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(vii)
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Approval of the multiple class plan pursuant to Rule 18f-3 in substantially the same form as the Fund’s then current plan;
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(viii)
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Approval of a shareholder services agreement with American Funds Service Company in substantially the same form as the Fund’s then current agreement;
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(ix)
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Authorization of the issuance by the DE Trust of one share of each series of the DE Trust to the Fund in consideration for the payment of $1.00 for each such share for the purpose of enabling the Fund to vote on the matters referred to in paragraph (f) of this Section 3, and the subsequent redemption of such shares, all prior to the Effective Date of the Reorganization; and
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(x)
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Submission of the matters referred to in paragraph (f) of this Section 3 to the Fund as sole shareholder of each series of the DE Trust.
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(xi)
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Approval of a business management agreement between the DE Trust and Washington Management Corporation in substantially the same form of the Fund’s then current agreement.
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At any time prior to the Closing, any of the foregoing conditions may be waived or amended, or any additional terms and conditions may be fixed, by the Boards of Directors of the Fund and the DE Trust, if, in the judgment of such Boards, such waiver, amendment, term or condition will not affect in a materially adverse way the benefits intended to be accorded the shareholders of the Fund and the DE Trust under this Agreement.
4.
Dissolution of the Fund.
Promptly following the Closing, the officers of the Fund shall take all steps necessary under Maryland law to dissolve its corporate status, including publication of any necessary notices to creditors, receipt of any necessary pre-dissolution clearances from the State of Maryland, and filing for record with the Secretary of the State of Maryland of Articles of Dissolution.
5.
Termination.
The Board of Directors of the Fund may terminate this Agreement and abandon the reorganization contemplated hereby, notwithstanding approval thereof by the shareholders of the Fund, at any time prior to the Effective Date of the Reorganization if, in the judgment of such Board, the facts and circumstances make proceeding with this Agreement inadvisable.
6.
Entire Agreement.
This Agreement embodies the entire agreement between the parties hereto and there are no agreements, understandings, restrictions or warranties among the parties hereto other than those set forth herein or herein provided for.
7.
Further Assurances; Other Agreements.
The Fund and the DE Trust shall take such further action as may be necessary or desirable and proper to consummate the transactions contemplated hereby.
The parties acknowledge and agree that this Agreement has been made and executed on behalf of the Fund and the DE Trust and is not executed or made by the officers or Directors of the Fund or the DE Trust individually, but only as officers and Directors under the Fund’s charter or the DE Trust’s Agreement and Declaration of Trust, respectively, and that the obligations of the Fund and the DE Trust hereunder are not binding upon any of the Directors, officers or shareholders of the Fund or the DE Trust individually, but bind only the estate of the Fund or the DE Trust, as appropriate.
8.
Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
9.
Choice of Law.
This Agreement and the transactions contemplated hereby shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.
IN WITNESS WHEREOF
, the Fund and the DE Trust have each caused this Agreement and Plan of Reorganization to be executed on its behalf as of the day and year first-above written.
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Washington Mutual Investors Fund, Inc.
(a Maryland corporation)
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By:
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Name: James H. Lemon, Jr.
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Title: Vice Chairman
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Washington Mutual Investors Fund
(a Delaware statutory trust)
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By:
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Name: Jeffrey L. Steele
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Title: President
|
June 29, 2010
Washington Mutual Investors Fund
1101 Vermont Avenue, N.W.
Washington, D.C. 20005
Re:
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Securities Act Registration No. 002-11051
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Investment Company Act File No. 811-00604
Ladies and Gentlemen:
We have acted as counsel to Washington Mutual Investors Fund (the “Fund”), a Delaware statutory trust, in connection with Post-Effective Amendment No. 120 to the Registration Statement of the Fund (the “Registration Statement”) under the Securities Act of 1933, and we have a general familiarity with the Fund’s business operations, practices and procedures. You have asked for our opinion regarding the issuance of shares of beneficial interest by the Fund (the “Shares”).
We have examined originals and certified copies, or copies otherwise identified to our satisfaction as being true copies, of various organizational records of the Fund and such other instruments, documents and records as we have deemed necessary in order to render this opinion. We have assumed the genuineness of all signatures, the authenticity of all documents examined by us and the correctness of all statements of fact contained in those documents.
On the basis of the foregoing, it is our opinion that the Shares registered pursuant to the Registration Statement will, when sold and delivered by the Fund against receipt of the net asset value of the Shares in accordance with the terms of the Registration Statement and the requirements of applicable law, have been duly and validly authorized, legally and validly issued, and fully paid and non-assessable by the Fund.
We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act, and the rules and regulations thereunder.
Sincerely,
/s/ Dechert LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form N-1A of our report dated June 9, 2010, relating to the financial statements and financial highlights of Washington Mutual Investors Fund, Inc., which appear in such Registration Statement. We also consent to the references to us under the headings "Financial highlights", "Independent registered public accounting firm", and "Prospectuses, reports to shareholders and proxy statements" in such Registration Statement.
PricewaterhouseCoopers LLP
Los Angeles, California
June 25, 2010
PLAN OF DISTRIBUTION
of
WASHINGTON MUTUAL INVESTORS FUND
relating to its
CLASS A SHARES
WHEREAS, WASHINGTON MUTUAL INVESTORS FUND (the "Fund") is a Delaware statutory trust which offers shares of beneficial interest;
WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of beneficial interest of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”);
WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class A shares; and
WHEREAS, the Board of Trustees of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;
NOW, THEREFORE, the Fund adopts this Plan as follows:
1.
Payments to Distributor
.
The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 0.25% per annum of the average daily net assets of the Fund’s Class A shares.
Subject to the limit described above, the Fund shall pay or reimburse the Distributor for amounts expended by the Distributor to finance any activity that is related to distribution and/or shareholder servicing; provided, (i) that the Board of Trustees of the Fund shall have approved categories of expenses for which payment or reimbursement shall be made pursuant to this paragraph, and (ii) that reimbursement shall be made in accordance with the terms of the Agreement.
2.
Approval by the Board
.
This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.
3.
Review of Expenditures
.
At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review a written report of the amounts expended pursuant to the Plan and the purposes for which such expenditures were made.
4.
Termination of Plan
.
This Plan may be terminated as to the Fund’s Class A shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class A shares of the Fund. Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until August 31, 2011. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.
5.
Requirements of Agreement
.
Any agreement related to this Plan shall be in writing, and shall provide:
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a.
|
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class A shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and
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b.
|
that such agreement shall terminate automatically in the event of its assignment.
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6.
Amendment
.
This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class A shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class A shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.
7.
Nomination of Trustees
.
While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Independent Trustees of the Fund.
8.
Issuance of Series of Shares
.
If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.
9.
Record Retention
.
The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for a period of not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.
IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of July 1, 2010.
WASHINGTON MUTUAL INVESTORS FUND
By
Jeffrey L. Steele
President and
Principal Executive Officer
By
Michael W. Stockton
Senior Vice President
PLAN OF DISTRIBUTION
of
WASHINGTON MUTUAL INVESTORS FUND
relating to its
CLASS B SHARES
WHEREAS, WASHINGTON MUTUAL INVESTORS FUND (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;
WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of beneficial interest of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”);
WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class B shares; and
WHEREAS, the Board of Trustees of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;
NOW, THEREFORE, the Fund adopts this Plan as follows:
1.
Payments to Distributor
.
The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 1.00% per annum of the average daily net assets of the Fund’s Class B shares. Notwithstanding the foregoing, the Distributor will retain the Shareholder Servicing Fee as defined below (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned. The categories of expenses are as follows:
a.
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Service Fees.
The Fund shall pay to the Distributor monthly in arrears a shareholder servicing fee (the “Shareholder Servicing Fee”) at the rate of 0.25% per annum on the Fund’s Class B shares outstanding for less than one year. The Fund shall also pay to the Distributor quarterly a Shareholder Servicing Fee at the rate of 0.25% per annum on Class B shares that are outstanding for one year or more. The Shareholder Servicing Fee is designed to compensate Distributor for paying Service Fees to broker-dealers with whom Distributor has an agreement.
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b.
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Distribution Fees.
The Fund shall pay to the Distributor monthly in arrears its “Allocable Portion” (as described in Schedule A to this Plan (“Allocation Schedule”), and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100%) of a fee (the “Distribution Fee”), which shall accrue each day in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Fund’s Class B shares outstanding on each day.
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The Distributor may sell and assign its right to its Allocable Portion (but not its obligations to the Fund under the Agreement) of the Distribution Fee to a third party, and such transfer shall be free and clear of offsets or claims the Fund may have against the Distributor, it being understood that the Fund is not releasing the Distributor from any of its obligations to the Fund under the Agreement or any of the assets the Distributor continues to own. The Fund may agree, at the request of the Distributor, to pay the Allocable Portion of the Distribution Fee directly to the third party transferee.
Any agreement between the Fund and the Distributor relating to the Fund’s Class B shares shall provide that:
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(i)
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the Distributor will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion of the Distribution Fee payable in respect of each “Commission Share” (as defined in the Allocation Schedule) upon the settlement date of each sale of such Commission Share taken into account in determining such Distributor’s Allocable Portion of the Distribution Fee;
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(ii)
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notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor its Allocable Portion of the Distribution Fee shall not be terminated or modified (including without limitation, by change in the rules applicable to the conversion of the Class B shares into shares of another class) for any reason (including a termination of this Plan or the Agreement between such Distributor and the Fund) except:
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(a)
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to the extent required by a change in the Investment Company Act of 1940 (the “1940 Act”), the rules and regulations under the 1940 Act, the Conduct Rules of the Financial Industry Regulatory Authority (the “Conduct Rules”), or any judicial decisions or interpretive pronouncements by the Securities and Exchange Commission, which is either binding upon the Distributor or generally complied with by similarly situated distributors of mutual fund shares, in each case enacted, promulgated, or made after March 15, 2000,
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(b)
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on a basis which does not alter the Distributor’s Allocable Portion of the Distribution Fee computed with reference to Commission Shares of the Fund, the Date of Original Issuance (as defined in the Allocation Schedule) of which occurs on or prior to the adoption of such termination or modification and with respect to Free Shares (as defined in the Allocation Schedule) which would be attributed to the Distributor under the Allocation Schedule with reference to such Commission Shares, or
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(c)
|
in connection with a Complete Termination (as defined below) of this Plan by the Fund;
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(iii)
|
the Fund will not take any action to waive or change any contingent deferred sales charge (“CDSC”) in respect to the Class B shares, the Date of Original Issuance of which occurs on or prior to the taking of such action except as provided in the Fund’s prospectus or statement of additional information on the date such Commission Share was issued, without the consent of the Distributor or its assigns;
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(iv)
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notwithstanding anything to the contrary in this Plan or the Agreement, none of the termination of the Distributor’s role as principal underwriter of the Class B shares of the Fund, the termination of the Agreement or the termination of this Plan will terminate the Distributor’s right to its Allocable Portion of the CDSCs in respect of Class B shares of the Fund;
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(v)
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except as provided in (ii) above and notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class B shares of the Fund shall be absolute and unconditional and shall not be subject to dispute, offset, counterclaim or any defense whatsoever, at law or equity, including, without limitation, any of the foregoing based on the insolvency or bankruptcy of the Distributor; and
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(vi)
|
until the Distributor has been paid its Allocable Portion of the Distribution Fees in respect of the Class B shares of the Fund, the Fund will not adopt a plan of liquidation in respect of the Class B shares without the consent of the Distributor and its assigns. For purposes of this Plan, the term Allocable Portion of the Distribution Fees or CDSCs payable in respect of the Class B shares as applied to any Distributor shall mean the portion of such Distribution Fees or CDSCs payable in respect of such Class B shares of the Fund allocated to the Distributor in accordance with the Allocation Schedule as it relates to the Class B shares of the Fund, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of the Distribution Fees and CDSCs. For purposes of this Plan, the term “Complete Termination” in respect of this Plan as it relates to the Class B shares means a termination of this Plan involving the complete cessation of the payment of Distribution Fees in respect of all Class B shares, the termination of the distribution plans and principal underwriting agreements, and the complete cessation of the payment of any asset based sales charge (within the meaning of the Conduct Rules) or similar fees in respect of the Fund and any successor mutual fund or any mutual fund acquiring a substantial portion of the assets of the Fund (the Fund and such other mutual funds hereinafter referred to as the “Affected Funds”) and in respect of the Class B shares and every future class of shares (other than future classes of shares established more than eight years after the date of such termination) which has substantially similar characteristics to the Class B shares (all such classes of shares the “Affected Classes of Shares”) of such Affected Funds taking into account the manner of payment and amount of asset based sales charge, CDSC or other similar charges borne directly or indirectly by the holders of such shares;
provided that
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(a)
|
the Board of Directors/Trustees of such Affected Funds, including the Independent Directors/Trustees (as defined below) of the Affected Funds, shall have determined that such termination is in the best interest of such Affected Funds and the shareholders of such Affected Funds, and
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(b)
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such termination does not alter the CDSC as in effect at the time of such termination applicable to Commission Shares of the Fund, the Date of Original Issuance of which occurs on or prior to such termination.
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Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.
2.
Approval by the Board
.
This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.
3.
Review of Expenditures
.
At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
4.
Termination of Plan
.
This Plan may be terminated as to the Fund’s Class B shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class B shares of the Fund. Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until August 31, 2011. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.
Notwithstanding the foregoing or paragraph 6, below, any amendment or termination of this Plan shall not affect the rights of the Distributor to receive its Allocable Portion of the Distribution Fee, unless the termination constitutes a Complete Termination of this Plan as described in paragraph 1 above.
5.
Requirements of Agreement
.
Any agreement related to this Plan shall be in writing, and shall provide:
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a.
|
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class
|
B shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and
|
b.
|
that such agreement shall terminate automatically in the event of its assignment.
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6.
Amendment
.
This Plan may not be amended to increase materially the maximum amount of fee or other distribution expenses provided for in paragraph 1 hereof with respect to the Class B shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class B shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.
7.
Nomination of Trustees
.
While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Independent Trustees of the Fund.
8.
Issuance of Series of Shares
.
If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.
9.
Record Retention
.
The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.
IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of July 1, 2010.
WASHINGTON MUTUAL INVESTORS FUND
By
Jeffrey L. Steele
President and
Principal Executive Officer
By
Michael W. Stockton
Senior Vice President
SCHEDULE A
to the
Plan of Distribution of
WASHINGTON MUTUAL INVESTORS FUND
relating to its Class B shares
ALLOCATION SCHEDULE
The following relates solely to Class B shares.
The Distributor’s Allocable Portion of Distribution Fees and CDSCs in respect of Class B shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class B shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class B shares shall be allocated among the Distributor and any successor distributor (“
Successor Distributor
”) in accordance with this Schedule.
Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”), of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:
“
Commission Share
” means each B share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any B share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.
“
Date of Original Issuance
” means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.
“
Free Share
” means, in respect of a Fund, each B share of the Fund, other than a Commission Share (including, without limitation, any B share issued in connection with the reinvestment of dividends or capital gains).
“
Inception Date
” means in respect of a Fund, the first date on which the Fund issued shares.
“
Net Asset Value
” means the net asset value determined as set forth in the Prospectus of each Fund.
“
Omnibus Share
” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”). If, subsequent to the Successor Distributor becoming exclusive distributor of the Class B shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.
PART I: ATTRIBUTION OF CLASS B SHARES
Class B shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;
(1)
Commission Shares other than Omnibus Shares
:
(a) Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares the date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class B shares of the Fund.
(b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class B shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class B shares of the Fund.
(c) A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another Fund (the “
Redeeming Fund
”) in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.
(2)
Free Shares
:
Free Shares that are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date;
provided
that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
(3)
Omnibus Shares
:
Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date;
provided
that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
PART II: ALLOCATION OF CDSCs
(1)
CDSCs Related to the Redemption of Non-Omnibus Commission Shares
:
CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.
(2)
CDSCs Related to the Redemption of Omnibus Shares
:
CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Commission Shares are allocated to each thereof;
provided
, that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.
PART III: ALLOCATION OF DISTRIBUTION FEE
Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:
(1) The portion of the aggregate Distribution Fee accrued in respect of all Class B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:
(A + C)/2
(B + D)/2
where:
A=
|
The aggregate Net Asset Value of all Class B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month
|
B=
|
The aggregate Net Asset Value of all Class B shares of a Fund at the beginning of such calendar month
|
C=
|
The aggregate Net Asset Value of all Class B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month
|
D=
|
The aggregate Net Asset Value of all Class B shares of a Fund at the end of such calendar month
|
(2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:
(A)/(B)
where:
A=
|
Average Net Asset Value of all such Class B shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be
|
B=
|
Total average Net Asset Value of all such Class B shares of a Fund for such calendar month
|
PART IV: ADJUSTMENT OF THE DISTRIBUTOR’S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR’S ALLOCABLE PORTION
The parties to the Distribution Agreement recognize that, if the terms of any distributor’s contract, any distribution plan, any prospectus, the Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor’s Allocable Portion or any Successor Distributor’s Allocable Portion had no such change occurred, the definitions of the Distributor’s Allocable Portion and/or the Successor Distributor’s Allocable Portion in respect of the Class B shares relating to a Fund shall be adjusted by agreement among the relevant parties;
provided
,
however
, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor’s contract, distribution plan, prospectus or the Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.
PLAN OF DISTRIBUTION
of
WASHINGTON MUTUAL INVESTORS FUND
relating to its
CLASS C SHARES
WHEREAS, WASHINGTON MUTUAL INVESTORS FUND (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;
WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of beneficial interest of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”);
WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class C shares; and
WHEREAS, the Board of Trustees of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;
NOW, THEREFORE, the Fund adopts this Plan as follows:
1.
Payments to Distributor
.
The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 1.00% per annum of the average daily net assets of the Fund’s Class C shares. The categories of expenses are as follows:
a.
Service Fees.
The Fund shall pay to the Distributor no more frequently than monthly in arrears a service fee (the “Service Fee”), which shall accrue daily in an amount equal to the daily equivalent of 0.25% per annum of the net asset value of the Fund’s Class C shares outstanding on each day. The Service Fee compensates the Distributor for paying service-related expenses, including Service Fees to others in respect of Class C shares of the Fund.
b.
Distribution Fees.
The Fund shall pay to the Distributor no more frequently than monthly in arrears its “Allocable Portion” (as described in Schedule A to this Plan (“Allocation Schedule”), and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100%) of a fee (the “Distribution Fee”), which shall accrue daily in an amount equal to the daily equivalent of 0.75% per annum of the net asset value of the Fund’s Class C shares outstanding on each day. The Distribution Fee compensates the Distributor for providing distribution and sales-related services in respect of Class C shares of the Fund. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services.
The Distributor may sell and assign its right to its Allocable Portion (but not its obligations to the Fund under the Agreement) of the Distribution Fee to a third party, and such transfer shall be free and clear of offsets or claims the Fund may have against the Distributor, it being understood that the Fund is not releasing the Distributor from any of its obligations to the Fund under the Agreement or any of the assets the Distributor continues to own. The Fund may agree, at the request of the Distributor, to pay the Allocable Portion of the Distribution Fee directly to the third party transferee.
Any agreement between the Fund and the Distributor relating to the Fund’s Class C shares shall provide that:
|
(i)
|
the Distributor will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion of the Distribution Fee payable in respect of each “Commission Share” (as defined in the Allocation Schedule) upon the settlement date of each sale of such Commission Share taken into account in determining such Distributor’s Allocable Portion of the Distribution Fee;
|
|
(ii)
|
notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor its Allocable Portion of the Distribution Fee shall not be terminated or modified (including without limitation, by change in the rules applicable to the conversion of the Class C shares into shares of another class) for any reason (including a termination of this Plan or the Agreement between such Distributor and the Fund) except:
|
|
(a)
|
to the extent required by a change in the Investment Company Act of 1940 (the “1940 Act”), the rules and regulations under the 1940 Act, the Conduct Rules of the Financial Industry Regulatory Authority (the “Conduct Rules”), or any judicial decisions or interpretive pronouncements by the Securities and Exchange Commission, which is either binding upon the Distributor or generally complied with by similarly situated distributors of mutual fund shares, in each case enacted, promulgated, or made after March 15, 2001,
|
|
(b)
|
on a basis which does not alter the Distributor’s Allocable Portion of the Distribution Fee computed with reference to Commission Shares of the Fund, the Date of Original Issuance (as defined in the Allocation Schedule) of which occurs on or prior to the adoption of such termination or modification and with respect to Free Shares (as defined in the Allocation Schedule) which would be attributed to the Distributor under the Allocation Schedule with reference to such Commission Shares, or
|
|
(c)
|
in connection with a Complete Termination (as defined below) of this Plan by the Fund;
|
|
(iii)
|
the Fund will not take any action to waive or change any contingent deferred sales charge (“CDSC”) in respect of the Class C shares, the Date of Original Issuance of which occurs on or prior to the taking of such action except as provided in the Fund’s prospectus or statement of additional information on the date such Commission Share was issued, without the consent of the Distributor or its assigns;
|
|
(iv)
|
notwithstanding anything to the contrary in this Plan or the Agreement, none of the termination of the Distributor’s role as principal underwriter of the Class C shares of the Fund, the termination of the Agreement or the termination of this Plan will terminate the Distributor’s right to its Allocable Portion of the CDSCs in respect of Class C shares of the Fund;
|
|
(v)
|
except as provided in (ii) above and notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class C shares of the Fund shall be absolute and unconditional and shall not be subject to dispute, offset, counterclaim or any defense whatsoever, at law or equity, including, without limitation, any of the foregoing based on the insolvency or bankruptcy of the Distributor; and
|
|
(vi)
|
until the Distributor has been paid its Allocable Portion of the Distribution Fees in respect of the Class C shares of the Fund, the Fund will not adopt a plan of liquidation in respect of the Class C shares without the consent of the Distributor and its assigns. For purposes of this Plan, the term Allocable Portion of the Distribution Fees or CDSCs payable in respect of the Class C shares as applied to any Distributor shall mean the portion of such Distribution Fees or CDSCs payable in respect of such Class C shares of the Fund allocated to the Distributor in accordance with the Allocation Schedule as it relates to the Class C shares of the Fund, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of the Distribution Fees and CDSCs. For purposes of this Plan, the term “Complete Termination” in respect of this Plan as it relates to the Class C shares means a termination of this Plan involving the complete cessation of the payment of Distribution Fees in respect of all Class C shares, the termination of the distribution plans and principal underwriting agreements, and the complete cessation of the payment of any asset based sales charge (within the meaning of the Conduct Rules) or similar fees in respect of the Fund and any successor mutual fund or any mutual fund acquiring a substantial portion of the assets of the Fund (the Fund and such other mutual funds hereinafter referred to as the “Affected Funds”) and in respect of the Class C shares and every future class of shares (other than future classes of shares established more than one year after the date of such termination) which has substantially similar characteristics to the Class C shares (all such classes of shares the “Affected Classes of Shares”) of such Affected Funds taking into account the manner of payment and amount of asset based sales charge, CDSC or other similar charges borne directly or indirectly by the holders of such shares;
provided that
|
|
(a)
|
the Board of Directors/Trustees of such Affected Funds, including the Independent Directors/Trustees (as defined below) of the Affected Funds, shall have determined that such termination is in the best interest of such Affected Funds and the shareholders of such Affected Funds, and
|
|
(b)
|
such termination does not alter the CDSC as in effect at the time of such termination applicable to Commission Shares of the Fund, the Date of Original Issuance of which occurs on or prior to such termination.
|
Notwithstanding the foregoing, the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.
2.
Approval by the Board
.
This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.
3.
Review of Expenditures
.
At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
4.
Termination of Plan
.
This Plan may be terminated as to the Fund’s Class C shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class C shares of the Fund. Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until August 31, 2011. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.
Notwithstanding the foregoing or paragraph 6, below, any amendment or termination of this Plan shall not affect the rights of the Distributor to receive its Allocable Portion of the Distribution Fee, unless the termination constitutes a Complete Termination of this Plan as described in paragraph 1 above.
5.
Requirements of Agreement
.
Any agreement related to this Plan shall be in writing, and shall provide:
a. that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class C shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and
b. that such agreement shall terminate automatically in the event of its assignment.
6.
Amendment
.
This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class C shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class C shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.
7.
Nomination of Trustees
.
While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Independent Trustees of the Fund.
8.
Issuance of Series of Shares
.
If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.
9.
Record Retention
.
The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.
IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of July 1, 2010.
WASHINGTON MUTUAL INVESTORS FUND
By
Jeffrey L. Steele
President and
Principal Executive Officer
By
Michael W. Stockton
Senior Vice President
SCHEDULE A
to the
Plan of Distribution of
WASHINGTON MUTUAL INVESTORS FUND
relating to its Class C shares
ALLOCATION SCHEDULE
The following relates solely to Class C shares.
The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class C shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class C shares shall be allocated among the Distributor and any successor distributor (“
Successor Distributor
”) in accordance with this Schedule. At such time as the Distributor’s Allocable Portion of the Distribution Fees equals zero, the Successor Distributor shall become the Distributor for purposes of this Allocation Schedule.
Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”), of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:
“
Commission Share
” means each C share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any C share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.
“
Date of Original Issuance
” means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.
“
Free Share
” means, in respect of a Fund, each C share of the Fund, other than a Commission Share (including, without limitation, any C share issued in connection with the reinvestment of dividends or capital gains).
“
Inception Date
” means in respect of a Fund, the first date on which the Fund issued shares.
“
Net Asset Value
” means the net asset value determined as set forth in the Prospectus of each Fund.
“
Omnibus Share
” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”). If, subsequent to the Successor Distributor becoming exclusive distributor of the Class C shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.
PART I: ATTRIBUTION OF CLASS C SHARES
Class C shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;
(1)
Commission Shares other than Omnibus Shares
:
(a) Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares (i) the date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).
(b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class C shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).
(c) A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another Fund (the “
Redeeming Fund
”) in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.
(2)
Free Shares
:
Free Shares that are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date;
provided
that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
(3)
Omnibus Shares
:
Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date;
provided
that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
PART II: ALLOCATION OF CDSCs
(1)
CDSCs Related to the Redemption of Non-Omnibus Commission Shares
:
CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.
(2)
CDSCs Related to the Redemption of Omnibus Shares
:
CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof;
provided
, that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.
PART III: ALLOCATION OF DISTRIBUTION FEE
Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:
(1) The portion of the aggregate Distribution Fee accrued in respect of all Class C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:
(A + C)/2
(B + D)/2
where:
A = The aggregate Net Asset Value of all Class C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month
B = The aggregate Net Asset Value of all Class C shares of a Fund at the beginning of such calendar month
C = The aggregate Net Asset Value of all Class C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month
D = The aggregate Net Asset Value of all Class C shares of a Fund at the end of such calendar month
(2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:
(A)/(B)
where:
A = Average Net Asset Value of all such Class C shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be
B = Total average Net Asset Value of all such Class C shares of a Fund for such calendar month
PART IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR’S ALLOCABLE PORTION
The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class C shares relating to a Fund shall be adjusted by agreement among the relevant parties;
provided
,
however
, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.
PLAN OF DISTRIBUTION
of
WASHINGTON MUTUAL INVESTORS FUND
relating to its
CLASS F-1 SHARES
WHEREAS, WASHINGTON MUTUAL INVESTORS FUND (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;
WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of beneficial interest of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”);
WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class F-1 shares; and
WHEREAS, the Board of Trustees of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;
NOW, THEREFORE, the Fund adopts this Plan as follows:
1.
Payments to Distributor
.
The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 0.50% per annum of the average daily net assets of the Fund’s Class F-1 shares.
The categories of expenses permitted under this Plan include service fees (“Service Fees”) and distribution fees (“Distribution Fees”), each in an amount not to exceed 0.25% per annum of the average daily net assets of the Fund’s Class F-1 shares. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall be determined by the Board of Trustees. The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class F-1 shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class F-1 shares of the Fund. Notwithstanding the foregoing, the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.
2.
Approval by the Board
.
This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.
3.
Review of Expenditures
.
At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
4.
Termination of Plan
.
This Plan may be terminated as to the Fund’s Class F-1 shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class F-1 shares of the Fund. Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until August 31, 2011. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.
5.
Requirements of Agreement
.
Any agreement related to this Plan shall be in writing, and shall provide:
a. that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class F-1 shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and
b. that such agreement shall terminate automatically in the event of its assignment.
6.
Amendment
.
This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class F-1 shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class F-1 shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.
7.
Nomination of Trustees
.
While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Independent Trustees of the Fund.
8.
Issuance of Series of Shares
.
If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.
9.
Record Retention
.
The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of July 1, 2010.
WASHINGTON MUTUAL INVESTORS FUND
By
Jeffrey L. Steele
President and
Principal Executive Officer
By
Michael W. Stockton
Senior Vice President
PLAN OF DISTRIBUTION
of
WASHINGTON MUTUAL INVESTORS FUND
relating to its
CLASS 529-A SHARES
WHEREAS, WASHINGTON MUTUAL INVESTORS FUND (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;
WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of beneficial interest of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”);
WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class 529-A shares; and
WHEREAS, the Board of Trustees of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;
NOW, THEREFORE, the Fund adopts this Plan as follows:
1.
Payments to Distributor
.
The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed .50% per annum of the average daily net assets of the Fund’s Class 529-A shares.
The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .25%, each such percentage being per annum of the average daily net assets of the Fund’s Class 529-A shares. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall be determined by the Board of Trustees. The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class 529-A shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class 529-A shares of the Fund. Notwithstanding the foregoing, the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.
2.
Approval by the Board
.
This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.
3.
Review of Expenditures
.
At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
4.
Termination of Plan
.
This Plan may be terminated as to the Fund’s Class 529-A shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class 529-A shares of the Fund. Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until August 31, 2011. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.
5.
Requirements of Agreement
.
Any agreement related to this Plan shall be in writing, and shall provide:
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a.
|
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class 529-A shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and
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b.
|
that such agreement shall terminate automatically in the event of its assignment.
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6.
Amendment
.
This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-A shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-A shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.
7.
Nomination of Trustees
.
While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Independent Trustees of the Fund.
8.
Issuance of Series of Shares
.
If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.
9.
Record Retention
.
The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.
IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of July 1, 2010.
WASHINGTON MUTUAL INVESTORS FUND
By
Jeffrey L. Steele
President and
Principal Executive Officer
By
Michael W. Stockton
Senior Vice President
PLAN OF DISTRIBUTION
of
WASHINGTON MUTUAL INVESTORS FUND
relating to its
CLASS 529-B SHARES
WHEREAS, WASHINGTON MUTUAL INVESTORS FUND (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;
WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of beneficial interest of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”);
WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class 529-B shares; and
WHEREAS, the Board of Trustees of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;
NOW, THEREFORE, the Fund adopts this Plan as follows:
1.
Payments to Distributor
.
The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 1.00% per annum of the average daily net assets of the Fund’s Class 529-B shares. Notwithstanding the foregoing, the Distributor will retain the Service Fee as defined below (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned. The categories of expenses are as follows:
|
a.
|
Service Fees.
The Fund shall pay to the Distributor no more frequently than monthly in arrears a service fee (the “Service Fee”), which shall accrue daily in an amount equal to the daily equivalent of .25% per annum of the net asset value of the Fund’s Class 529-B shares outstanding on each day. The Service Fee compensates the Distributor for paying service-related expenses, including Service Fees to others in respect of Class 529-B shares of the Fund.
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|
b.
|
Distribution Fees.
The Fund shall pay to the Distributor monthly in arrears its “Allocable Portion” as described in Schedule A to this Plan (“Allocation Schedule”), and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of a fee (the “Distribution Fee”), which shall accrue daily in an amount equal to the daily equivalent of .75% per annum of the net asset value of the Fund’s Class 529-B shares outstanding on each day. The Distribution Fee compensates the Distributor for providing distribution and sales-related services in respect of Class 529-B shares of the Fund.
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The Distributor may sell and assign its right to its Allocable Portion (but not its obligations to the Fund under the Agreement) of the Distribution Fee to a third party, and such transfer shall be free and clear of offsets or claims the Fund may have against the Distributor, it being understood that the Fund is not releasing the Distributor from any of its obligations to the Fund under the Agreement or any of the assets the Distributor continues to own. The Fund may agree, at the request of the Distributor, to pay the Allocable Portion of the Distribution Fee directly to the third party transferee.
Any agreement between the Fund and the Distributor relating to the Fund’s Class 529-B shares shall provide that:
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(i)
|
the Distributor will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion of the Distribution Fee payable in respect of each “Commission Share” (as defined in the Allocation Schedule) upon the settlement date of each sale of such Commission Share taken into account in determining such Distributor’s Allocable Portion of the Distribution Fee;
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(ii)
|
notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor its Allocable Portion of the Distribution Fee shall not be terminated or modified (including without limitation, by change in the rules applicable to the conversion of the Class 529-B shares into shares of another class) for any reason (including a termination of this Plan or the Agreement between such Distributor and the Fund) except:
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(a)
|
to the extent required by a change in the Investment Company Act of 1940 (the “1940 Act”), the rules and regulations under the 1940 Act, the Conduct Rules of the Financial Industry Regulatory Authority (the “Conduct Rules”), or any judicial decisions or interpretive pronouncements by the Securities and Exchange Commission, which is either binding upon the Distributor or generally complied with by similarly situated distributors of mutual fund shares, in each case enacted, promulgated, or made after February 15, 2002,
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(b)
|
on a basis which does not alter the Distributor’s Allocable Portion of the Distribution Fee computed with reference to Commission Shares of the Fund, the Date of Original Issuance (as defined in the Allocation Schedule) of which occurs on or prior to the adoption of such termination or modification and with respect to Free Shares (as defined in the Allocation Schedule) which would be attributed to the Distributor under the Allocation Schedule with reference to such Commission Shares, or
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(c)
|
in connection with a Complete Termination (as defined below) of this Plan by the Fund;
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(iii)
|
the Fund will not take any action to waive or change any contingent deferred sales charge (“CDSC”) in respect of the Class 529-B shares, the Date of Original Issuance of which occurs on or prior to the taking of such action except as provided in the Fund’s prospectus or statement of additional information on the date such Commission Share was issued, without the consent of the Distributor or its assigns;
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(iv)
|
notwithstanding anything to the contrary in this Plan or the Agreement, none of the termination of the Distributor’s role as principal underwriter of the Class 529-B shares of the Fund, the termination of the Agreement or the termination of this Plan will terminate the Distributor’s right to its Allocable Portion of the CDSCs in respect of Class 529-B shares of the Fund;
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(v)
|
except as provided in (ii) above and notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class 529-B shares of the Fund shall be absolute and unconditional and shall not be subject to dispute, offset, counterclaim or any defense whatsoever, at law or equity, including, without limitation, any of the foregoing based on the insolvency or bankruptcy of the Distributor; and
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(vi)
|
until the Distributor has been paid its Allocable Portion of the Distribution Fees in respect of the Class 529-B shares of the Fund, the Fund will not adopt a plan of liquidation in respect of the Class 529-B shares without the consent of the Distributor and its assigns. For purposes of this Plan, the term Allocable Portion of the Distribution Fees or CDSCs payable in respect of the Class 529-B shares as applied to any Distributor shall mean the portion of such Distribution Fees or CDSCs payable in respect of such Class 529-B shares of the Fund allocated to the Distributor in accordance with the Allocation Schedule as it relates to the Class 529-B shares of the Fund, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of the Distribution Fees and CDSCs. For purposes of this Plan, the term “Complete Termination” in respect of this Plan as it relates to the Class 529-B shares means a termination of this Plan involving the complete cessation of the payment of Distribution Fees in respect of all Class 529-B shares and all Class B shares, the termination of the distribution plans relating to Class 529-B shares and Class B shares and principal underwriting agreements with respect to Class 529-B shares and Class B shares, and the complete cessation of the payment of any asset based sales charge (within the meaning of the Conduct Rules) or similar fees in respect of all Class 529-B shares and all Class B shares of the Fund and any successor mutual fund or any mutual fund acquiring a substantial portion of the assets of the Fund (the Fund and such other mutual funds hereinafter referred to as the “Affected Funds”) and in respect of the Class 529-B shares, the Class B shares and every future class of shares (other than future classes of shares established more than eight years after the date of such termination) which has substantially similar characteristics to the Class 529-B shares or the Class B shares (all such classes of shares the “Affected Classes of Shares”) of such Affected Funds taking into account the manner of payment and amount of asset based sales charge, CDSC or other similar charges borne directly or indirectly by the holders of such shares;
provided that
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(a)
|
the Board of Directors/Trustees of such Affected Funds, including the Independent Directors/Trustees (as defined below) of the Affected Funds, shall have determined that such termination is in the best interest of such Affected Funds and the shareholders of such Affected Funds, and
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(b)
|
such termination does not alter the CDSC as in effect at the time of such termination applicable to Commission Shares of the Fund, the Date of Original Issuance of which occurs on or prior to such termination.
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2.
Approval by the Board
.
This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.
3.
Review of Expenditures
.
At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
4.
Termination of Plan
.
This Plan may be terminated as to the Fund’s Class 529-B shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class 529-B shares of the Fund. Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until August 31, 2011. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.
Notwithstanding the foregoing or paragraph 6, below, any amendment or termination of this Plan shall not affect the rights of the Distributor to receive its Allocable Portion of the Distribution Fee, unless the termination constitutes a Complete Termination of this Plan as described in paragraph 1 above.
5.
Requirements of Agreement
.
Any agreement related to this Plan shall be in writing, and shall provide:
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a.
|
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class 529-B shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and
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b.
|
that such agreement shall terminate automatically in the event of its assignment.
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6.
Amendment
.
This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-B shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-B shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.
7.
Nomination of Trustees
.
While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Independent Trustees of the Fund.
8.
Issuance of Series of Shares
.
If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.
9.
Record Retention
.
The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.
IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of July 1, 2010.
WASHINGTON MUTUAL INVESTORS FUND
By
Jeffrey L. Steele
President and
Principal Executive Officer
By
Michael W. Stockton
Senior Vice President
SCHEDULE A
to the
Plan of Distribution of
WASHINGTON MUTUAL INVESTORS FUND
ALLOCATION SCHEDULE
The following relates solely to Class 529-B shares.
The Distributor’s Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-B shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-B shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-B shares shall be allocated among the Distributor and any successor distributor (“
Successor Distributor
”) in accordance with this Schedule.
Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”), of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:
“
Commission Share
” means each 529-B share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any 529-B share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.
“
Date of Original Issuance
” means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.
“
Free Share
” means, in respect of a Fund, each 529-B share of the Fund, other than a Commission Share (including, without limitation, any 529-B share issued in connection with the reinvestment of dividends or capital gains).
“
Inception Date
” means in respect of a Fund, the first date on which the Fund issued shares.
“
Net Asset Value
” means the net asset value determined as set forth in the Prospectus of each Fund.
“
Omnibus Share
” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”). If, subsequent to the Successor Distributor becoming exclusive distributor of the Class 529-B shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.
PART I: ATTRIBUTION OF CLASS 529-B SHARES
Class 529-B shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;
(1)
Commission Shares other than Omnibus Shares
:
(a) Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class 529-B shares of the Fund.
(b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class 529-B shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-B shares of the Fund.
(c) A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the “
Redeeming Fund
”) in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.
(2)
Free Shares
:
Free Shares that are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date;
provided
that if the Distributor and its transferees reasonably determine that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
(3)
Omnibus Shares
:
Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date;
provided
that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
PART II: ALLOCATION OF CDSCs
(1)
CDSCs Related to the Redemption of Non-Omnibus Commission Shares
:
CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.
(2)
CDSCs Related to the Redemption of Omnibus Shares
:
CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof;
provided
, that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.
PART III: ALLOCATION OF DISTRIBUTION FEE
Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:
(1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:
(A + C)/2
(B + D)/2
where:
A=
|
The aggregate Net Asset Value of all Class 529-B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month
|
B=
|
The aggregate Net Asset Value of all Class 529-B shares of a Fund at the beginning of such calendar month
|
C=
|
The aggregate Net Asset Value of all Class 529-B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month
|
D=
|
The aggregate Net Asset Value of all Class 529-B shares of a Fund at the end of such calendar month
|
(2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:
(A)/(B)
where:
A=
|
Average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be
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B=
|
Total average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month
|
PART IV: ADJUSTMENT OF THE DISTRIBUTOR’S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR’S ALLOCABLE PORTION
The parties to the Distribution Agreement recognize that, if the terms of any distributor’s contract, any distribution plan, any prospectus, the Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor’s Allocable Portion or any Successor Distributor’s Allocable Portion had no such change occurred, the definitions of the Distributor’s Allocable Portion and/or the Successor Distributor’s Allocable Portion in respect of the Class 529-B shares relating to a Fund shall be adjusted by agreement among the relevant parties;
provided
,
however
, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor’s contract, distribution plan, prospectus or the Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.
PLAN OF DISTRIBUTION
of
WASHINGTON MUTUAL INVESTORS FUND
relating to its
CLASS 529-C SHARES
WHEREAS, WASHINGTON MUTUAL INVESTORS FUND (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;
WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of beneficial interest of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”);
WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class 529-C shares; and
WHEREAS, the Board of Trustees of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;
NOW, THEREFORE, the Fund adopts this Plan as follows:
1.
Payments to Distributor
.
The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 1.00% per annum of the average daily net assets of the Fund’s Class 529-C shares. The categories of expenses are as follows:
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a.
|
Service Fees.
The Fund shall pay to the Distributor no more frequently than monthly in arrears a service fee (the “Service Fee”), which shall accrue daily in an amount equal to the daily equivalent of .25% per annum of the net asset value of the Fund’s Class 529-C shares outstanding on each day. The Service Fee compensates the Distributor for paying service-related expenses, including Service Fees to others in respect of Class 529-C shares of the Fund.
|
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b.
|
Distribution Fees.
The Fund shall pay to the Distributor no more frequently than monthly in arrears its “Allocable Portion” as described in Schedule A to this Plan (“Allocation Schedule”), and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of a fee (the “Distribution Fee”), which shall accrue daily in an amount equal to the daily equivalent of .75% per annum of the net asset value of the Fund’s Class 529-C shares outstanding on each day. The Distribution Fee compensates the Distributor for providing distribution and sales-related services in respect of Class 529-C shares of the Fund. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services.
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The Distributor may sell and assign its right to its Allocable Portion (but not its obligations to the Fund under the Agreement) of the Distribution Fee to a third party, and such transfer shall be free and clear of offsets or claims the Fund may have against the Distributor, it being understood that the Fund is not releasing the Distributor from any of its obligations to the Fund under the Agreement or any of the assets the Distributor continues to own. The Fund may agree, at the request of the Distributor, to pay the Allocable Portion of the Distribution Fee directly to the third party transferee.
Any agreement between the Fund and the Distributor relating to the Fund’s Class 529-C shares shall provide that:
|
(i)
|
the Distributor will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion of the Distribution Fee payable in respect of each “Commission Share” (as defined in the Allocation Schedule) upon the settlement date of each sale of such Commission Share taken into account in determining such Distributor’s Allocable Portion of the Distribution Fee;
|
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(ii)
|
notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor its Allocable Portion of the Distribution Fee shall not be terminated or modified (including without limitation, by change in the rules applicable to the conversion of the Class 529-C shares into shares of another class) for any reason (including a termination of this Plan or the Agreement between such Distributor and the Fund) except:
|
|
(a)
|
to the extent required by a change in the Investment Company Act of 1940 (the “1940 Act”), the rules and regulations under the 1940 Act, the Conduct Rules of the Financial Industry Regulatory Authority (the “Conduct Rules”), or any judicial decisions or interpretive pronouncements by the Securities and Exchange Commission, which is either binding upon the Distributor or generally complied with by similarly situated distributors of mutual fund shares, in each case enacted, promulgated, or made after February 15, 2002,
|
|
(b)
|
on a basis which does not alter the Distributor’s Allocable Portion of the Distribution Fee computed with reference to Commission Shares of the Fund, the Date of Original Issuance (as defined in the Allocation Schedule) of which occurs on or prior to the adoption of such termination or modification and with respect to Free Shares (as defined in the Allocation Schedule) which would be attributed to the Distributor under the Allocation Schedule with reference to such Commission Shares, or
|
|
(c)
|
in connection with a Complete Termination (as defined below) of this Plan by the Fund;
|
|
(iii)
|
the Fund will not take any action to waive or change any contingent deferred sales charge (“CDSC”) in respect of the Class 529-C shares, the Date of Original Issuance of which occurs on or prior to the taking of such action except as provided in the Fund’s prospectus or statement of additional information on the date such Commission Share was issued, without the consent of the Distributor or its assigns;
|
|
(iv) notwithstanding anything to the contrary in this Plan or the Agreement, none of the termination of the Distributor’s role as principal underwriter of the Class 529-C shares of the Fund, the termination of the Agreement or the termination of this Plan will terminate the Distributor’s right to its Allocable Portion of the CDSCs in respect of Class 529-C shares of the Fund;
|
|
(v)
|
except as provided in (ii) above and notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class 529-C shares of the Fund shall be absolute and unconditional and shall not be subject to dispute, offset, counterclaim or any defense whatsoever, at law or equity, including, without limitation, any of the foregoing based on the insolvency or bankruptcy of the Distributor; and
|
|
(vi)
|
until the Distributor has been paid its Allocable Portion of the Distribution Fees in respect of the Class 529-C shares of the Fund, the Fund will not adopt a plan of liquidation in respect of the Class 529-C shares without the consent of the Distributor and its assigns. For purposes of this Plan, the term Allocable Portion of the Distribution Fees or CDSCs payable in respect of the Class 529-C shares as applied to any Distributor shall mean the portion of such Distribution Fees or CDSCs payable in respect of such Class 529-C shares of the Fund allocated to the Distributor in accordance with the Allocation Schedule as it relates to the Class 529-C shares of the Fund, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of the Distribution Fees and CDSCs. For purposes of this Plan, the term “Complete Termination” in respect of this Plan as it relates to the Class 529-C shares means a termination of this Plan involving the complete cessation of the payment of Distribution Fees in respect of all Class 529-C shares, the termination of the distribution plans and principal underwriting agreements, and the complete cessation of the payment of any asset based sales charge (within the meaning of the Conduct Rules) or similar fees in respect of the Fund and any successor mutual fund or any mutual fund acquiring a substantial portion of the assets of the Fund (the Fund and such other mutual funds hereinafter referred to as the “Affected Funds”) and in respect of the Class 529-C shares and every future class of shares (other than future classes of shares established more than one year after the date of such termination) which has substantially similar characteristics to the Class 529-C shares (all such classes of shares the “Affected Classes of Shares”) of such Affected Funds taking into account the manner of payment and amount of asset based sales charge, CDSC or other similar charges borne directly or indirectly by the holders of such shares;
provided that
|
(a) the Board of Directors/Trustees of such Affected Funds, including the Independent Directors/Trustees (as defined below) of the Affected Funds, shall have determined that such termination is in the best interest of such Affected Funds and the shareholders of such Affected Funds, and
(b) such termination does not alter the CDSC as in effect at the time of such termination applicable to Commission Shares of the Fund, the Date of Original Issuance of which occurs on or prior to such termination.
Notwithstanding the foregoing, the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.
2.
Approval by the Board
.
This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.
3.
Review of Expenditures
.
At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
4.
Termination of Plan
.
This Plan may be terminated as to the Fund’s Class 529-C shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class 529-C shares of the Fund. Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until August 31, 2011. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.
Notwithstanding the foregoing or paragraph 6, below, any amendment or termination of this Plan shall not affect the rights of the Distributor to receive its Allocable Portion of the Distribution Fee, unless the termination constitutes a Complete Termination of this Plan as described in paragraph 1 above.
5.
Requirements of Agreement
.
Any agreement related to this Plan shall be in writing, and shall provide:
|
a.
|
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class 529-C shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and
|
|
b.
|
that such agreement shall terminate automatically in the event of its assignment.
|
6.
Amendment
.
This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-C shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-C shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.
7.
Nomination of Trustees
.
While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Independent Trustees of the Fund.
8.
Issuance of Series of Shares
.
If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.
9.
Record Retention
.
The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.
IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of July 1, 2010.
WASHINGTON MUTUAL INVESTORS FUND
By
Jeffrey L. Steele
President and
Principal Executive Officer
By
Michael W. Stockton
Senior Vice President
SCHEDULE A
to the
Plan of Distribution of
WASHINGTON MUTUAL INVESTORS FUND
ALLOCATION SCHEDULE
The following relates solely to Class 529-C shares.
The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-C shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-C shares shall be allocated among the Distributor and any successor distributor ("
Successor Distributor
") in accordance with this Schedule.
Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”), of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:
"
Commission Share
" means each Class 529-C share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any Class 529-C share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.
"
Date of Original Issuance
" means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.
"
Free Share
" means, in respect of a Fund, each Class 529-C share of the Fund, other than a Commission Share (including, without limitation, any Class 529-C share issued in connection with the reinvestment of dividends or capital gains).
"
Inception Date
" means in respect of a Fund, the first date on which the Fund issued shares.
"
Net Asset Value
" means the net asset value determined as set forth in the Prospectus of each Fund.
“
Omnibus Share
” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”). If, subsequent to the Successor Distributor becoming exclusive distributor of the Class 529-C shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.
PART I: ATTRIBUTION OF CLASS 529-C SHARES
Class 529-C shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;
(1)
Commission Shares other than Omnibus Shares
:
(a) Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class 529-C shares of the Fund.
(b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class 529-C shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-C shares of the Fund.
(c) A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the "
Redeeming Fund
") in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.
(2)
Free Shares
:
Free Shares that are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date;
provided
that if the Distributor and its transferees reasonably determine that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
(3)
Omnibus Shares
:
Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date;
provided
that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
PART II: ALLOCATION OF CDSCs
(1)
CDSCs Related to the Redemption of Non-Omnibus Commission Shares
:
CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.
(2)
CDSCs Related to the Redemption of Omnibus Shares
:
CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof;
provided
, that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.
PART III: ALLOCATION OF DISTRIBUTION FEE
Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:
(1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:
(A + C)/2
(B + D)/2
where:
A=
|
The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month
|
B=
|
The aggregate Net Asset Value of all Class 529-C shares of a Fund at the beginning of such calendar month
|
C=
|
The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month
|
D=
|
The aggregate Net Asset Value of all Class 529-C shares of a Fund at the end of such calendar month
|
(2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:
(A)/(B)
where:
A=
|
Average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be
|
B=
|
Total average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month
|
PART IV: ADJUSTMENT OF THE DISTRIBUTOR’S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR’S ALLOCABLE PORTION
The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class 529-C shares relating to a Fund shall be adjusted by agreement among the relevant parties;
provided
,
however
, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.
PLAN OF DISTRIBUTION
of
WASHINGTON MUTUAL INVESTORS FUND
relating to its
CLASS 529-E SHARES
WHEREAS, WASHINGTON MUTUAL INVESTORS FUND (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;
WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of beneficial interest of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”);
WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class 529-E shares; and
WHEREAS, the Board of Trustees of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;
NOW, THEREFORE, the Fund adopts this Plan as follows:
1.
Payments to Distributor
.
The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed .75% per annum of the average daily net assets of the Fund’s Class 529-E shares.
The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .50%, each such percentage being per annum of the average daily net assets of the Fund’s Class 529-E shares. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall be determined by the Board of Trustees. The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class 529-E shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class 529-E shares of the Fund. Notwithstanding the foregoing, the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.
2.
Approval by the Board
.
This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.
3.
Review of Expenditures
.
At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
4.
Termination of Plan
.
This Plan may be terminated as to the Fund’s Class 529-E shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class 529-E shares of the Fund. Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until August 31, 2011. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.
5.
Requirements of Agreement
.
Any agreement related to this Plan shall be in writing, and shall provide:
|
a.
|
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class 529-E shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and
|
|
b.
|
that such agreement shall terminate automatically in the event of its assignment.
|
6.
Amendment
.
This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-E shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-E shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.
7.
Nomination of Trustees
.
While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Independent Trustees of the Fund.
8.
Issuance of Series of Shares
.
If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.
9.
Record Retention
.
The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.
IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of July 1, 2010.
WASHINGTON MUTUAL INVESTORS FUND
By
Jeffrey L. Steele
President and
Principal Executive Officer
By
Michael W. Stockton
Senior Vice President
PLAN OF DISTRIBUTION
of
WASHINGTON MUTUAL INVESTORS FUND
relating to its
CLASS 529-F-1 SHARES
WHEREAS, WASHINGTON MUTUAL INVESTORS FUND (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;
WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of beneficial interest of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”);
WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class 529-F-1 shares; and
WHEREAS, the Board of Trustees of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;
NOW, THEREFORE, the Fund adopts this Plan as follows:
1.
Payments to Distributor
.
The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed .50% per annum of the average daily net assets of the Fund’s Class 529-F-1 shares.
The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .25%, each such percentage being per annum of the average daily net assets of the Fund’s Class 529-F-1 shares. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall be determined by the Board of Trustees. The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class 529-F-1 shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class 529-F-1 shares of the Fund. Notwithstanding the foregoing, the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.
2.
Approval by the Board
.
This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.
3.
Review of Expenditures
.
At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
4.
Termination of Plan
.
This Plan may be terminated as to the Fund’s Class 529-F-1 shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class 529-F-1 shares of the Fund. Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until August 31, 2011. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.
5.
Requirements of Agreement
.
Any agreement related to this Plan shall be in writing, and shall provide:
|
a.
|
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class 529-F-1 shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and
|
|
b.
|
that such agreement shall terminate automatically in the event of its assignment.
|
6.
Amendment
.
This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-F-1 shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-F-1 shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.
7.
Nomination of Trustees
.
While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Independent Trustees of the Fund.
8.
Issuance of Series of Shares
.
If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.
9.
Record Retention
.
The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.
IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of July 1, 2010.
WASHINGTON MUTUAL INVESTORS FUND
By
Jeffrey L. Steele
President and
Principal Executive Officer
By
Michael W. Stockton
Senior Vice President
PLAN OF DISTRIBUTION
of
WASHINGTON MUTUAL INVESTORS FUND
relating to its
CLASS R-1 SHARES
WHEREAS, WASHINGTON MUTUAL INVESTORS FUND (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;
WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of beneficial interest of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”);
WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class R-1 shares; and
WHEREAS, the Board of Trustees of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;
NOW, THEREFORE, the Fund adopts this Plan as follows:
1.
Payments to Distributor
.
The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 1.00% per annum of the average daily net assets of the Fund’s Class R-1 shares.
The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .75%, each such percentage being per annum of the average daily net assets of the Fund’s Class R-1 shares. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall be determined by the Board of Trustees. The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class R-1 shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class R-1 shares of the Fund. Notwithstanding the foregoing, the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.
2.
Approval by the Board
.
This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.
3.
Review of Expenditures
.
At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
4.
Termination of Plan
.
This Plan may be terminated as to the Fund’s Class R-1 shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class R-1 shares of the Fund. Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until August 31, 2011. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.
5.
Requirements of Agreement
.
Any agreement related to this Plan shall be in writing, and shall provide:
|
a.
|
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class R-1 shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and
|
|
b.
|
that such agreement shall terminate automatically in the event of its assignment.
|
6.
Amendment
.
This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class R-1 shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class R-1 shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.
7.
Nomination of Trustees
.
While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Independent Trustees of the Fund.
8.
Issuance of Series of Shares
.
If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.
9.
Record Retention
.
The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.
IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of July 1, 2010.
WASHINGTON MUTUAL INVESTORS FUND
By
Jeffrey L. Steele
President and
Principal Executive Officer
By
Michael W. Stockton
PLAN OF DISTRIBUTION
of
WASHINGTON MUTUAL INVESTORS FUND
relating to its
CLASS R-2 SHARES
WHEREAS, WASHINGTON MUTUAL INVESTORS FUND (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;
WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of beneficial interest of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”);
WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class R-2 shares; and
WHEREAS, the Board of Trustees of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;
NOW, THEREFORE, the Fund adopts this Plan as follows:
1.
Payments to Distributor
.
The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 1.00% per annum of the average daily net assets of the Fund’s Class R-2 shares.
The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .75%, each such percentage being per annum of the average daily net assets of the Fund’s Class R-2 shares. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall be determined by the Board of Trustees. The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class R-2 shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class R-2 shares of the Fund. Notwithstanding the foregoing, the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.
2.
Approval by the Board
.
This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.
3.
Review of Expenditures
.
At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
4.
Termination of Plan
.
This Plan may be terminated as to the Fund’s Class R-2 shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class R-2 shares of the Fund. Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until August 31, 2011. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.
5.
Requirements of Agreement
.
Any agreement related to this Plan shall be in writing, and shall provide:
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a.
|
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class R-2 shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and
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b.
|
that such agreement shall terminate automatically in the event of its assignment.
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6.
Amendment
.
This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class R-2 shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class R-2 shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.
7.
Nomination of Trustees
.
While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Independent Trustees of the Fund.
8.
Issuance of Series of Shares
.
If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.
9.
Record Retention
.
The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.
IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of July 1, 2010.
WASHINGTON MUTUAL INVESTORS FUND
By
Jeffrey L. Steele
President and
Principal Executive Officer
By
Michael W. Stockton
PLAN OF DISTRIBUTION
of
WASHINGTON MUTUAL INVESTORS FUND
relating to its
CLASS R-3 SHARES
WHEREAS, WASHINGTON MUTUAL INVESTORS FUND (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;
WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of beneficial interest of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”);
WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class R-3 shares; and
WHEREAS, the Board of Trustees of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;
NOW, THEREFORE, the Fund adopts this Plan as follows:
1.
Payments to Distributor
.
The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed .75% per annum of the average daily net assets of the Fund’s Class R-3 shares.
The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .50%, each such percentage being per annum of the average daily net assets of the Fund’s Class R-3 shares. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall be determined by the Board of Trustees. The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class R-3 shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class R-3 shares of the Fund. Notwithstanding the foregoing, the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.
2.
Approval by the Board
.
This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.
3.
Review of Expenditures
.
At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
4.
Termination of Plan
.
This Plan may be terminated as to the Fund’s Class R-3 shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class R-3 shares of the Fund. Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until August 31, 2011. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.
5.
Requirements of Agreement
.
Any agreement related to this Plan shall be in writing, and shall provide:
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a.
|
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class R-3 shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and
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b.
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that such agreement shall terminate automatically in the event of its assignment.
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6.
Amendment
.
This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class R-3 shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class R-3 shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.
7.
Nomination of Trustees
.
While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Independent Trustees of the Fund.
8.
Issuance of Series of Shares
.
If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.
9.
Record Retention
.
The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of July 1, 2010.
WASHINGTON MUTUAL INVESTORS FUND
By
Jeffrey L. Steele
President and
Principal Executive Officer
By
Michael W. Stockton
PLAN OF DISTRIBUTION
of
WASHINGTON MUTUAL INVESTORS FUND
relating to its
CLASS R-4 SHARES
WHEREAS, WASHINGTON MUTUAL INVESTORS FUND (the “Fund”) is a Delaware statutory trust that offers various classes of shares of beneficial interest;
WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of beneficial interest of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”);
WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class R-4 shares; and
WHEREAS, the Board of Trustees of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;
NOW, THEREFORE, the Fund adopts this Plan as follows:
1.
Payments to Distributor
.
The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed .50% per annum of the average daily net assets of the Fund’s Class R-4 shares.
The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .25%, each such percentage being per annum of the average daily net assets of the Fund’s Class R-4 shares. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall be determined by the Board of Trustees. The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class R-4 shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class R-4 shares of the Fund. Notwithstanding the foregoing, the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.
2.
Approval by the Board
.
This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.
3.
Review of Expenditures
.
At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
4.
Termination of Plan
.
This Plan may be terminated as to the Fund’s Class R-4 shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class R-4 shares of the Fund. Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until August 31, 2011. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.
5.
Requirements of Agreement
.
Any agreement related to this Plan shall be in writing, and shall provide:
|
a.
|
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Class R-4 shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and
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b.
|
that such agreement shall terminate automatically in the event of its assignment.
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6.
Amendment
.
This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class R-4 shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class R-4 shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.
7.
Nomination of Trustees
.
While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Independent Trustees of the Fund.
8.
Issuance of Series of Shares
.
If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.
9.
Record Retention
.
The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.
IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of July 1, 2010.
WASHINGTON MUTUAL INVESTORS FUND
By
Jeffrey L. Steele
President and
Principal Executive Officer
By
Michael W. Stockton
WASHINGTON MUTUAL INVESTORS FUND
MULTIPLE CLASS PLAN
WHEREAS, WASHINGTON MUTUAL INVESTORS FUND (the “Fund”), a Delaware statutory trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company that offers shares of beneficial interest;
WHEREAS, American Funds Distributors, Inc. (the “Distributor”) serves as the principal underwriter for the Fund;
WHEREAS, the Fund has adopted Plans of Distribution (each a “12b-1 Plan”) under which the Fund may bear expenses of distribution of its shares, including payments to and/or reimbursement of certain expenses incurred by the Distributor in connection with its distribution of the Fund’s shares;
WHEREAS, the Fund has entered into an Administrative Services Agreement with Capital Research and Management Company under which the Fund may bear certain transfer agent and administrative expenses for certain classes of shares;
WHEREAS, the Fund is authorized to issue the following classes of shares of beneficial interest: Class A shares, Class B shares, Class C shares, Class F-1 shares and Class F-2 shares (together, “Class F shares”), Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares, Class R-5 shares, and Class R-6 shares (collectively, “Class R shares”), as well as Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares and Class 529-F-1 shares (collectively, “Class 529 shares”);
WHEREAS, Rule 18f-3 under the 1940 Act permits open-end management investment companies to issue multiple classes of voting stock representing interests in the same portfolio if, among other things, an investment company adopts a written Multiple Class Plan (the “Plan”) setting forth the separate arrangement and expense allocation of each class and any related conversion features or exchange privileges; and
WHEREAS, the Board of Trustees of the Fund has determined, that it is in the best interest of each class of shares of the Fund individually, and the Fund as a whole, to adopt this Plan;
NOW THEREFORE, the Fund adopts the Plan as follows:
1. Each class of shares will represent interests in the same portfolio of investments of the Fund, and be identical in all respects to each other class, except as set forth below. The differences among the various classes of shares of the Fund will relate to: (i) distribution, service and other charges and expenses as provided for in paragraph 3 of this Plan; (ii) the exclusive right of each class of shares to vote on matters submitted to shareholders that relate solely to that class or the separate voting right of each class on matters for which the interests of one class differ from the interests of another class; and (iii) such differences relating to (a) eligible investors, (b) the designation of each class of shares, (c) conversion features, and (d) exchange privileges each as may be set forth in the Fund’s prospectus and statement of additional information (“SAI”), as the same may be amended or supplemented from time to time.
2. (a) Certain expenses may be attributable to the Fund, but not a particular class of shares thereof. All such expenses will be borne by each class on the basis of the relative aggregate net assets of the classes. Notwithstanding the foregoing, the Distributor, the investment adviser or other provider of services to the Fund may waive or reimburse the expenses of a specific class or classes to the extent permitted by Rule 18f-3 under the 1940 Act and any other applicable law.
(b) A class of shares may be permitted to bear expenses that are directly attributable to that class, including: (i) any distribution service fees associated with any rule 12b-1 Plan for a particular class and any other costs relating to implementing or amending such rule 12b-1 Plan; (ii) any administrative service fees attributable to such class; and (iii) any transfer agency, sub-transfer agency and shareholder servicing fees attributable to such class.
(c) Any additional incremental expenses not specifically identified above that are subsequently identified and determined to be applied properly to one class of shares of the Fund shall be so applied upon approval by votes of the majority of both (i) the Board of Trustees of the Fund; and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) (“Independent Trustees”).
3. Consistent with the general provisions of section 2(b), above, each class of shares of the Fund shall differ in the amount of, and the manner in which costs are borne by shareholders as follows:
(a)
Class A shares
(i) Class A shares shall be sold at net asset value plus a front-end sales charge, at net asset value without a front-end sales charge but subject to a contingent deferred sales charge (“CDSC”), and at net asset value without any sales charge, as set forth in the Fund’s prospectus and SAI.
(ii) Class A shares shall be subject to an annual distribution expense under the Fund’s Class A Plan of Distribution of 0.25% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Plan of Distribution. This expense consists of a service fee of 0.25% plus certain other distribution costs.
(b)
Class B shares
(i) Class B shares shall be sold at net asset value without a front-end sales charge, but subject to a CDSC and maximum purchase limits as set forth in the Fund’s prospectus and SAI.
(ii) Class B shares shall be subject to an annual 12b-1 expense under the Fund’s Class B Plan of Distribution of 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class B Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of 0.25% of such average daily net assets.
(iii) Class B shares will automatically convert to Class A shares of the Fund approximately eight years after purchase, subject to the limitations described in the Fund’s prospectus and SAI. All conversions shall be effected on the basis of the relative net asset values of the two classes of shares without the imposition of any sales load or other charge.
(iv) Class B shares shall be subject to a fee (included within the transfer agency expense) for additional costs associated with tracking the age of each Class B share.
(c)
Class C shares
(i) Class C shares shall be sold at net asset value without a front-end sales charge, but subject to a CDSC and maximum purchase limits as set forth in the Fund’s prospectus and SAI.
(ii) Class C shares shall be subject to an annual 12b-1 expense under the Fund’s Class C Plan of Distribution of 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class C Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of 0.25% of such average daily net assets.
(iii) Class C shares shall be subject to a transfer agent fee (according to the Shareholder Services Agreement between the Fund and its transfer agent for its Class A and Class B shares) plus an administrative services fee of 0.15% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement. In calculating transfer agent fees allocable to the Class C shares, the fees generated shall be charged to the Fund and allocated to the Class C shares based on their aggregate net assets relative to those of the Class A, Class B and Class 529 shares. Transfer Agent Fees shall be charged only in respect of accounts that are held in street name or a networked environment.
(iv) Class C shares will automatically convert to Class F-1 shares of the Fund approximately ten years after purchase, subject to the limitations described in the Fund’s prospectus and SAI. All conversions shall be effected on the basis of the relative net asset values of the two classes of shares without the imposition of any sales load or other charge.
(v) Class C shares shall be subject to a fee, if any, (included within the transfer agency expense) for additional costs associated with tracking the age of each Class C share.
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(d)
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The Class F shares consisting of Class F-1 shares and Class F-2 shares
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(i) The Class F shares shall be sold at net asset value without a front-end or back-end sales charge.
(ii) Class F-1 shares shall be subject to an annual 12b-1 expense under the Fund’s Class F-1 Plan of Distribution of 0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class F-1 Plan of Distribution. This expense shall consist of a distribution fee of 0.25% and a service fee of 0.25% of such average daily net assets.
(iii) Class F-2 shares shall not be subject to an annual 12b-1 expense.
(iv) The Class F shares shall be subject to a transfer agent fee (according to the Shareholder Services Agreement between the Fund and its transfer agent for its Class A and Class B shares) plus an administrative services fee of 0.15% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement. The Class F shares will pay only those transfer agent fees and third party pass-through fees (e.g., DST and NSCC fees) that are directly attributed to accounts of and activities generated by the Class F shares. Transfer Agent Fees shall be charged only in respect of accounts that are held in street name or a networked environment.
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5)
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The Class R shares consisting of Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares, Class R-5 shares, and Class R-6 shares
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(i) The Class R shares shall be sold at net asset value without a front-end or back-end sales charge.
(ii) Class R-1 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-1 Plan of Distribution of 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-1 Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of 0.25% of such average daily net assets.
(iii) Class R-2 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-2 Plan of Distribution of 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-2 Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of 0.25% of such average daily net assets.
(iv) Class R-3 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-3 Plan of Distribution of 0.75% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-3 Plan of Distribution. This expense shall consist of a distribution fee of 0.50% and a service fee of 0.25% of such average daily net assets.
(v) Class R-4 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-4 Plan of Distribution of 0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-4 Plan of Distribution. This expense shall consist of a distribution fee of 0.25% and a service fee of 0.25% of such average daily net assets.
(vi)
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Class R-5 shares shall not be subject to an annual 12b-1 expense.
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(vii) Class R-6 shares shall not be subject to an annual 12b-1 expense.
(viii) The Class R shares shall be subject to a transfer agent fee (according to the Shareholder Services Agreement between the Fund and its transfer agent for its Class A and Class B shares) plus an administrative services fee of 0.15% of average daily net assets for Class R-1 shares, Class R-2 shares, Class R-3 shares and Class R-4 shares, 0.10% of average daily net assets for Class R-5 shares and 0.05% of average daily net assets for Class R-6 shares as set forth in the Fund’s prospectus, SAI, and Administrative Services Agreement. Each of the Class R share classes will pay only those transfer agent fees and third party pass-through fees (
e.g.
, DST and NSCC fees) that are directly attributed to accounts of and activities generated by its own share class. Transfer Agent Fees shall be charged only in respect of accounts that are held in street name or a networked environment.
(ix) The Class R-2 and Class R-3 shares may be subject to additional sub-transfer agent fees paid to third parties providing services to Fund shareholders in those share classes. These fees will be charged directly to the share class incurring the expense.
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6)
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The 529 share classes consisting of Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares and Class 529-F-1 shares
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(i) The Class 529-A shares shall be sold at net asset value plus a front-end sales charge, at net asset value without a front-end sales charge but subject to a CDSC, and at net asset value without any sales charge, as set forth in the Fund’s prospectus and SAI.
(ii) The Class 529-B and Class 529-C shares shall be sold at net asset value without a front-end sales charge, but subject to a CDSC and maximum purchase limits as set forth in the Fund’s prospectus and SAI.
(iii) The Class 529-E and Class 529-F-1 shares shall be sold at net asset value without a front-end or back-end sales charge.
(iv) Class 529-A shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-A Plan of Distribution of 0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-A Plan of Distribution. This expense shall consist of a distribution fee of 0.25% and a service fee of 0.25% of such average daily net assets.
(v) Class 529-B shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-B Plan of Distribution of 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-B Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of 0.25% of such average daily net assets.
(vi) Class 529-C shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-C Plan of Distribution of 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-C Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of 0.25% of such average daily net assets.
(vii) Class 529-E shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-E Plan of Distribution of 0.75% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-E Plan of Distribution. This expense shall consist of a distribution fee of 0.50% and a service fee of 0.25% of such average daily net assets.
(viii) Class 529-F-1 shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-F-1 Plan of Distribution of 0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-F-1 Plan of Distribution. This expense shall consist of a distribution fee of 0.25% and a service fee of 0.25% of such average daily net assets.
(ix) The Class 529 shares shall be subject to a transfer agent fee (according to the Shareholder Services Agreement between the Fund and its transfer agent for its Class A and Class B shares) plus an administrative services fee of 0.15% of average daily net assets as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement. In calculating transfer agent fees allocable to the Class 529 shares, the fees generated shall be charged to the Fund and allocated to the Class 529 shares based on their aggregate net assets relative to those of the Class A, Class B and Class C shares. Transfer Agent Fees shall be charged only in respect of accounts that are held in street name or a networked environment.
(x) The Class 529 shares shall be subject to a Virginia Administrative Fee of 0.10% of average daily net assets payable to the Commonwealth of Virginia, as set forth in the Fund’s prospectus and SAI.
All other rights and privileges of Fund shareholders are identical regardless of which class of shares is held.
4. This Plan shall not take effect until it has been approved by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) the Independent Trustees.
5. This Plan shall become effective with respect to any class of shares of the Fund, other than Class A, Class B, Class C, Class F-1, Class F-2, Class R-1, Class R-2, Class R-3, Class R-4, Class R-5, Class R-6, Class 529-A, Class 529-B, Class 529-C, Class 529-E or Class 529-F-1 shares upon the commencement of the initial public offering thereof (provided that the Plan has previously been approved with respect to such additional class by votes of the majority of both (i) the Board of Trustees of the Fund; and (ii) Independent Trustees prior to the offering of such additional class of shares), and shall continue in effect with respect to such additional class or classes until terminated in accordance with paragraph 7. An addendum setting forth such specific and different terms of such additional class or classes shall be attached to and made part of this Plan.
6. No material amendment to the Plan shall be effective unless it is approved by the votes of the majority of both (i) the Board of Trustees of the Fund and (ii) Independent Trustees.
7. This Plan may be terminated at any time with respect to the Fund as a whole or any class of shares individually, by the votes of the majority of both (i) the Board of Trustees of the Fund and (ii) Independent Trustees. This Plan may remain in effect with respect to a particular class or classes of shares of the Fund even if it has been terminated in accordance with this paragraph with respect to any other class of shares.
IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of July 1, 2010.
WASHINGTON MUTUAL INVESTORS FUND
By
Jeffrey L. Steele
President and
Principal Executive Officer
By
Michael W. Stockton
The following is the Code of Ethics for The Capital Group Companies Inc., which includes Capital Research and Management Company (CRMC), the investment adviser to the American Funds, and those involved in the distribution of the funds, client support and services; and Capital Group International Inc. (CGII), which includes Capital Guardian Trust Company and Capital International Inc. The Code of Ethics applies to all Capital Group associates.
The Capital Group Companies
Code of Ethics
Introduction
Associates of The Capital Group Companies are responsible for maintaining the highest ethical standards when conducting business. In keeping with these standards, all associates must keep in mind the importance of putting the interests of clients and fund shareholders first. Moreover, associates should adhere to the spirit as well as the letter of the law, and be vigilant in guarding against anything that could color their judgment.
Over the years, the Capital Group has earned a reputation for the utmost integrity. Regardless of lesser standards that may be followed through business or community custom, associates must observe exemplary standards of openness, integrity, honesty and trust.
Accordingly, the Capital Group has adopted certain standards for the purpose of deterring wrongdoing and promoting: 1) honest and ethical conduct; 2) full, fair, accurate and timely disclosure in reports and documents; 3) compliance with applicable laws (including federal securities laws), rules and regulations; 4) prompt internal reporting of violations of the Capital Group’s Code of Ethics; and 5) accountability for adherence to the Code of Ethics.
General Guidelines
Specific policies are discussed in further detail later; however, the following are general guidelines of which all Capital Group associates should be aware.
Protecting Non-Public/Confidential Information
It is a crime in the U.S. and many other countries to transact in a company’s securities while in possession of material non-public information about the company. Questions regarding received material information (typically from a company “insider”) should be directed to a member of the Legal staff.
Associates are responsible for safeguarding non-public information relating to securities recommendations and fund and client holdings (e.g., analyst research reports, investment meeting discussions/notes, and current fund/client transaction information). As such, associates should not trade based on the Capital Group’s confidential and proprietary investment information.
Other types of information (e.g., marketing plans, employment issues, shareholder identities, etc.) may also be confidential and should not be shared with individuals outside the company (except those retained to provide services for the Capital Group).
Extravagant or Excessive Gifts and Entertainment
Associates should not accept extravagant or excessive gifts or entertainment from persons or companies that conduct business with the Capital Group.
No Special Treatment from Brokers
Associates may not accept negotiated commission rates or any other terms they believe may be more favorable than the broker-dealer grants to accounts with similar characteristics. U.S. broker-dealers are subject to certain rules designed to prevent favoritism toward such accounts. Favors or preferential treatment from stockbrokers may not be accepted. This rule applies to the associate’s spouse and any immediate family member residing in the same household.
No Excessive Trading of Capital Group-affiliated Funds
Associates should not engage in excessive trading of the American Funds or other Capital Group-managed investment vehicles worldwide in order to take advantage of short-term market movements. Excessive activity, such as a frequent pattern of exchanges, could involve actual or potential harm to shareholders or clients. This rule applies to the associate’s spouse and any immediate family member residing in the same household.
Ban on Initial Public Offerings (IPOs)
Associates and immediate family members residing in the same household may not participate in IPOs. Exceptions are rarely granted; however, they will be considered on a case-by-case basis (e.g., where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).
Outside Business Interests/Affiliations
Board of Directors/Advisory Board Member
Associates are discouraged from serving on the board of directors or advisory board of any public or private company (this rule does not apply to boards of Capital companies or funds, or where board service is a direct result of your responsibilities at Capital, such as with respect to portfolio companies of private equity funds managed by Capital). With the exception of non-profit and charitable organizations and the above-mentioned boards, approval must be received prior to serving on a board.
Material Business Ownership Interest and Affiliations
Material business ownership interests may give rise to potential conflicts of interest. Associates should disclose senior officer positions or ownership of at least 5% or more of public or private companies that are or potentially may do business with Capital or the American Funds. This reporting requirement also applies to the associate’s spouse and any immediate family member(s) residing in the same household.
Other Guidelines
Associates should not knowingly misrepresent, or cause others to misrepresent, facts about the Capital Group to fund or client shareholders, regulators or any other member of the public. Disclosure in reports and documents should be fair and accurate.
Reporting Requirements
Annual Certification of the Code of Ethics
All associates are required to certify at least annually that they have read and understand the Code of Ethics.
Reporting Violations
Associates are responsible for reporting violations of the Capital Group’s Code of Ethics, including: (1) fraud or illegal acts involving any aspect of the Capital Group’s business; (2) noncompliance with applicable laws, rules and regulations; (3) intentional or material misstatements in regulatory filings, internal books and records, or client records and reports; or (4) activity that is harmful to fund or client shareholders. Deviations from controls or procedures that safeguard the company, including the assets of shareholders and clients, should also be reported. Reported violations of the Code of Ethics will be investigated and appropriate actions will be taken.
Associates may report confidentially to a manager/department head, or by accessing the Open Line. Calls and emails will be directed to the Open Line Committee.
You may also contact:
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The CGC Audit Committee
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The CIL Audit Committee
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Legal counsel employed at the Capital Group organization
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Failure to adhere to the Code of Ethics may result in disciplinary action, including termination.
Conflicts of Interest
Gifts and Entertainment Policy
A conflict of interest occurs when the private interests of associates interfere or could potentially interfere with their responsibilities at work. Associates must not place themselves or the company in a position of actual or potential conflict. Associates may not accept (or give) gifts worth more than US$100, or accept (or extend) excessive business entertainment, loans, or anything else involving personal gain from (or to) those who conduct business with the company. Business entertainment exceeding US$500 in value should not be accepted (or given) unless the associate receives permission from his/her manager and the Gifts and Entertainment Committee (GECO).
Gifts or entertainment extended by a Capital Group associate and approved by the associate’s manager for reimbursement by the Capital Group do not need to be reported (or precleared). The expenses, however, are subject to the approval of the associate’s manager. When giving a gift or extending entertainment on behalf of the Capital Group, it is important to keep in mind that extravagant or excessive gifts or entertainment may create the appearance of conflict. Associates should also be aware that certain laws or rules may prohibit or limit gifts or entertainment extended to public officials – especially those responsible for investing public funds.
Reporting
The limitations on accepting (or giving) gifts apply to all associates as described above, and associates will be asked to complete quarterly disclosures. Associates must report any gift exceeding US$50 and business entertainment in which an event exceeds US$75 (although it is recommended that associates report all gifts and entertainment).
Charitable Contributions
In soliciting donations from various people in the business community, associates must never allow the Capital Group’s present or anticipated business to be a factor.
Gifts and Entertainment Committee (GECO)
The Gifts and Entertainment Committee (GECO) oversees administration of and compliance with the Policy.
Political Contributions Policy
This policy applies to all associates and their spouses.
Making Political Contributions
Contributions (financial or non-financial) made to certain political campaigns may raise potential conflicts of interest due to certain office holders’ ability to direct business to the Capital Group. Concerns may arise when contributions are made to persons currently holding, or candidates running for, a city, county or state treasurer position. As a result, associates should not make contributions to persons currently holding or running for these positions.
Associates are encouraged to seek guidance for contributions to other political offices. Some offices may have the power to influence the decision to choose a Capital Group company to manage public funds. Other offices may have the ability to influence the decision to choose the American Funds as an investment option for public funds. Some states in which Capital has offices have specific laws limiting contributions to various offices by firms (and certain employees of those firms) that manage or seek to manage public funds. Limitations include contributions for such offices as governor, controller, treasurer, superintendent of public instruction, and political committees established by state political parties.
As a general matter, contributions to candidates for U.S. President, Senate, House of Representatives and contributions to national political parties are permissible (unless the candidate currently holds an office that may raise potential conflict of interest related issues as described above).
Special Political Contribution Requirements – CollegeAmerica
Certain associates involved with "CollegeAmerica," the American Funds 529 College Savings Plan sponsored by the Commonwealth of Virginia, will receive a special reporting form. These associates are subject to additional restrictions and reporting requirements. For example, these associates generally may not contribute to Virginia political candidates or parties. These associates must also preclear any contributions to political candidates and parties in all states and municipalities and any Political Action Committee (PAC) other than to the Investment Company Institute’s PAC (IMPAC).
Soliciting Political Contributions
In soliciting political contributions from various people in the business community, associates must never allow the Capital Group’s present or anticipated business relationships to be a factor.
Other Considerations
Please keep in mind that any political contributions associates make or solicit should be viewed as personal. Therefore, associates should not use the Capital Group’s letterhead for correspondence regarding these contributions, and associates should not hold fundraising events in the Capital Group’s offices.
Political Contributions Committee
The Political Contributions Committee oversees the administration of the Policy. The Committee evaluates questions relating to potential political contributions considering, among other things: 1) the associate’s relationship with the candidate, i.e., is the relationship a personal or business one and 2) the candidate's current or potential relationship with the Capital Group.
Insider Trading Policy
Antifraud provisions of U.S. securities laws as well as the laws of other countries generally prohibit persons in possession of material non-public information from trading on or communicating the information to others. Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines and jail sentences.
While investment research analysts are most likely to come in contact with material non-public information, the rules (and sanctions) in this area apply to all Capital Group associates and extend to activities both within and outside each associate's duties. Associates who believe they have material non-public information should contact any Capital Group lawyer.
Personal Investing Policy
This policy applies only to “covered associates.”
Introduction
Certain associates may have access to confidential information that places them in a position of special trust. They are affiliated with a group of companies responsible for the management of over a trillion dollars belonging to mutual fund shareholders and other clients. Laws, ethics and the Capital Group’s policies place a responsibility on all associates to ensure that the highest standards of honesty and integrity are maintained at all times.
There are several rules that must be followed to avoid possible conflicts of interest in regards to personal investments. Keep in mind, however, that placing the interests of fund and client shareholders first is the core principle of the Capital Group’s policies and applies even if the matter is not covered by a specific provision. The following is only a summary of the Capital Group’s Personal Investing Policy.
Personal investing should be viewed as a privilege, not a right. As such, the Personal Investing Committee (PICO) may place limitations on the number of preclearances and/or transactions.
Covered Associates
“Covered associates” are associates with access to non-public information relating to current or imminent fund/client transactions, investment recommendations or fund portfolio holdings. Covered associates include the associate’s spouse and other immediate family members (e.g., children, siblings and parents) residing in the same household. Any reference to the requirements of covered associates in this document applies to these family members.
Additional rules apply to investment professionals:
“Investment professionals” include portfolio counselors/managers, investment counselors, investment analysts and research associates, certain investment specialists, trading associates, including trading assistants, and investment control, portfolio control and fixed income control associates, including assistants.
Prohibited Transactions
The following transactions are prohibited:
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Initial Public Offering (IPO) investments
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Exceptions are rarely granted; however, they will be considered on a case-by-case basis (e.g., where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).
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Short selling of securities subject to preclearance
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Spread betting/contracts for difference (CFD) on securities (allowed only on currencies, commodities, and broad-based indices)
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Writing puts and calls on securities subject to preclearance
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Reporting Requirements
Covered associates are required to report their securities accounts, holdings and transactions. Initial, quarterly, and annual disclosure forms will be made available for this purpose.
Preclearance of Securities Transactions
Certain transactions may be exempt from preclearance.
Before buying or selling securities, covered associates must check with the staff of PICO.
Preclearance requests will be handled during the hours the New York Stock Exchange (NYSE) is open, generally 6:30am to 1:00pm Pacific Standard Time.
Transactions will generally not be permitted in securities on days the funds or clients are transacting in the issuer in question. In the case of investment professionals, permission to transact will be denied if the transaction would violate the seven-day blackout or short-term profits policies (see “Additional Policies Specific to Investment Professionals” below). Preclearance requests by investment professionals are subject to special review.
Additional Policies Specific to Investment Professionals
Disclosure of Personal and Professional Holdings (Cross-Holdings)
Portfolio counselors/managers, investment analysts and certain investment specialists will be asked to disclose securities they own both personally and professionally on a quarterly basis. Analysts will also
be required to disclose securities they hold personally that are within their research coverage or could be eligible for recommendation by the analyst professionally in the future in light of current research
coverage areas. This disclosure will be reviewed by the staff of PICO and may also be reviewed by various Capital Group committees.
If disclosure has not already been made to PICO by including the information on a disclosure form, any associate who is in a position to recommend a security that the associate owns personally for purchase or sale in a fund or client account should first disclose such personal ownership either in writing (in a company write-up) or verbally (when discussing the company at investment meetings) prior to making a recommendation.
1
In addition, portfolio counselors/managers, investment analysts and certain investment specialists are encouraged to notify investment/portfolio/fixed-income control of personal ownership of securities when placing an order (especially with respect to a first-time purchase).
Blackout Periods
Investment professionals may not buy or sell a security during a period beginning seven calendar days before and ending seven calendar days after a fund or client account transacts in that issuer. The blackout period applies only to trades in the same management company with which the associate is affiliated.
If a fund or client account transaction takes place in the seven calendar days following a precleared transaction by an investment professional, the personal transaction may be reviewed by PICO to determine the appropriate action, if any.
Ban on Short-term Trading
2
Investment professionals are generally prohibited from the purchase and sale or sale and purchase of the same (or equivalent) securities within 60 calendar days. However, if a situation arises whereby the associate is attempting to take a tax loss, an exception may be made. This restriction applies to the purchase of an option and the sale of an option, or the purchase of an option and the exercise of the option and sale of shares within 60 days. Although the associate may be granted preclearance at the time the option is purchased, there is a risk of being denied permission to sell the option or exercise and sell the underlying security. Accordingly, transactions in options on individual securities are strongly discouraged.
Exchange Traded Funds (ETFs) and Index Funds
Investment professionals should preclear ETFs and index funds (including UCITS, SICAVs, OEICs, FCPs, Unit Trusts, Publikumsfonds, etc.) except those based on certain indices.
Penalties for Violating the Policy
Covered associates may be subject to penalties for violating the Policy including failing to preclear, report, submit statements and/or failing to submit timely initial, quarterly and annual disclosure forms.
Personal Investing Committee
The Personal Investing Committee (PICO) oversees the administration of the Policy. Among other duties, the Committee considers certain types of preclearance requests as well as requests for exceptions to the Policy.
* * * *
1 This disclosure requirement is consistent with both the CFA Institute standards as well as the ICI Advisory Group Guidelines.
2 Applies to securities subject to preclearance.
WMC Code of Ethics
All of us are responsible for maintaining the very highest ethical standards when conducting business. In keeping with these standards, we must never allow our own interests to be placed ahead of our shareholders' interests. We must observe exemplary standards of honesty and integrity.
As an Officer and/or Director and/or employee of Washington Management Corporation (WMC) (the Company) or as an employee of Johnston, Lemon & Co. Incorporated (J/L) who may directly, or indirectly, assist such individuals of such Company (collectively “WMC associates”), you may from time to time have access to confidential information regarding The American Funds Tax-Exempt Series I (AFTES-I), JP Morgan Value Opportunities Fund, Inc. (JPMVOF) and Washington Mutual Investors Fund, Inc. (WMIF) (the Funds). This information places you in a position of special trust.
If you have trouble interpreting laws or regulations pertaining to this Code, ask the WMC Compliance Officer, Michael Stockton, for advice (202) 842-5302.
General Guidelines
Although specific policies under this Code are discussed in more detail below, these are general guidelines that all WMC associates should be aware of:
* It is a crime in the U.S. and many other countries to transact in a company’s
securities while in possession of material non-public information about the company.
If there is any question as to whether you’ve received material, non-public
information, you should contact the WMC Compliance Officer.
* You should not knowingly misrepresent facts about the mutual funds we serve to
fund shareholders, regulators or any other member of the public.
* You should not accept (or give) extravagant gifts or entertainment from persons or
companies that do business with WMC or the Funds or who are trying to solicit
business from WMC or the Funds.
* Safeguarding non-public information – All WMC associates are responsible for
safeguarding
non-public information about the Funds’ holdings.
* Other types of information (for example information about marketing plans or
information related to other associates) may also be confidential and should not be
shared outside the company.
Conflicts of Interest
A conflict of interest occurs when your private interests interfere or could potentially interfere with your responsibilities at work. You must not place yourself or your employer in a position of actual or potential conflict.
This Code has been adopted by WMC pursuant to requirements of the Investment Company Act of 1940 and rules thereunder which prohibit the use of (1) any device, scheme or artifice to defraud the Funds; (2) any act or practice or course of business which operates or would operate as a fraud or deceit upon the Funds; (3) any manipulative practice with respect to the Funds or (4) making untrue statements of a material fact or omitting to state to the Funds a material fact necessary to make any statements made, in light of the circumstances under which they were made, not misleading. These prohibitions apply to persons subject to this Code.
Insider Trading
Antifraud provisions of the federal securities laws generally prohibit persons while in possession of material nonpublic 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. These laws can apply to those of us who work for WMC, and it is unlawful under this Code to engage in trading or other conduct which violates the Federal law of “insider trading.” If you have any questions about whether you have in your possession material, non-public information about the Funds or any other company and whether trading on that information or communicating it to others would be unlawful, please consult with the WMC Compliance Officer.
Person who are employees of Johnston, Lemon & Co. Incorporated may be subject to various policies and procedures of that Company and this Code’s provisions are in addition to and do not affect the applicability of, any similar policies of Johnston, Lemon & Co. Incorporated.
Personal Securities Transactions
The Funds are responsible for the management of substantial assets belonging to millions of shareholders. Both ethics and the law place a heavy burden on you to ensure that the highest standards of integrity be maintained at all times. To avoid any possible conflict of interest in carrying out your responsibilities to such shareholders, you are bound by this Code of Ethics.
There are several rules that must be followed to avoid possible conflicts of interest in personal securities transactions.
You must not divulge information to personnel of Johnston, Lemon & Co. Incorporated or to outsiders concerning either proposed or partially completed programs of the Funds to buy or sell particular securities. Lists of securities in the Funds' portfolios are considered confidential until released to the public in accordance with established procedures.
You may not purchase or sell directly or indirectly any security which to your actual knowledge at that time is being purchased or sold, or is being considered for purchase or sale, by one of the Funds of which Washington Management Corporation is the Administrator.
You may not purchase or sell any shares of the Funds in violation of the applicable Fund’s policies with respect to excessive trading. Excessive activity, such as a frequent pattern of exchanges, could involve actual or potential harm to shareholders. Note that this policy applies to your spouse and any other immediate family members residing in your household. Each Fund’s policy related to frequent trading of Fund shares may be found in its prospectus. If you have any questions about these restrictions, please contact the WMC Compliance Officer.
WMC associates and immediate family members residing in the same household may not participate in initial public offierings “IPOs”. Exceptions may be granted in certain circumstances.
You may not engage in short selling of securities subject to preclearance.
You may not engage in spread betting on securities.
You may not write puts and calls on securities subject to preclearance.
You may not subscribe to (i) any, initial public offering or (ii) any other securities offerings that are subject to allocation (so-called "hot issues"). Also, persons subject to this Code of Ethics shall not offer, grant or allot any securities, including initial public offerings, to any director, trustee or advisory board member or an affiliated person thereof, of a Fund served by Washington Management Corporation as business manager except on the same terms as such securities are made available to other comparable clients in the ordinary course of business.
You may not participate in private securities offerings without advance written approval of the WMC compliance officer.
In addition, associates designated as Access Persons by the WMC Compliance Officer are subject to additional restrictions related to personal securities transactions as outlined later in this policy.
Gifts and Entertainment
A conflict of interest occurs when the private interests of associates interfere or could potentially interfere with their responsibilities at work. Associates must not place themselves or the company in a position of actual or potential conflict. Associates may not accept (or give) gifts worth more than $100 within a twelve calendar month calendar year period from the same person or company, or accept (or give) excessive business entertainment, loans, or anything else involving personal gain from (or to) those who conduct business with the company. In addition, a business entertainment event exceeding $500 in value should not be accepted (or given) unless the associate receives permission from the WMC Compliance Officer.
It may be difficult to determine the fair value of certain gifts or business entertainment. In such cases, the item should be reported with a full description of the item or event noting the value could not be readily obtained. Using your business judgment, seek permission from the WMC Compliance Officer for any such gift or entertainment that one may view as possibly exceeding the established limits.
Each calendar quarter, you must report by memorandum any gift exceeding $50 and business entertainment in which an event exceeds $100 to the WMC Compliance Officer (although it is recommended that you report all gifts and entertainment). This includes items for which pre-clearance have been obtained.
Charitable Contributions
In soliciting donations from various people in the business community, associates must never allow the present or anticipated business relationships of WMC or the Funds to be a factor in soliciting such contributions.
Political Contributions
Contributions (financial or non-financial) made to certain political campaigns may raise potential conflicts of interest because of the ability of certain office holders to direct business to WMC or the Funds. For example, contributions to any person currently holding a city, county or state treasurer position in Maryland, Vriginia or the District of Columbia or any candidate running for these offices may raise concerns. As a result, associates should not make contributions to any persons holding or running for these positions.
As a general matter, contributions to candidates for U.S. President, Senate, House of Representatives and contributions to national political parties are permissible (unless the candidate currently holds an office that may raise potential conflict of interest issues as described above).
Service as a director
All WMC personnel must obtain prior authorization of the WMC Board of Directors before serving on the board of directors of publicly traded companies.
Brokerage Accounts
You shall not maintain any brokerage accounts with any other broker/dealer except Johnston, Lemon & Co. Incorporated, without written approval of the WMC compliance officer. You and your immediate family members (for example, a spouse, children and parents) residing in your household and any account over which you (or immediate family members residing in your household) exercise investment discretion or control shall direct your broker to provide duplicate confirmations to the WMC compliance officer on a timely basis.
Special Requirements for Associates designated as Access Persons
Those who have access to current investment information in connection with their regular duties are generally considered "access persons." If you receive an initial holdings or annual holdings report form, you are an access person. When you first become an access person, you must, within 10 days complete an initial holdings report. (See “Reporting” below.)
Access persons must conduct their personal securities transactions in such a way that they do not conflict with the interests of the Funds. This policy also includes securities transactions of their immediate family members (for example, a spouse, children and parents) residing in the access person's household and any account (for example, a family trust) over which the access person (or immediate family member residing in the access person’s household) exercises investment discretion or control.
Pre-clearance of Securities Transactions
You must pre-clear, according to established procedures, all personal transactions involving any stocks, options or convertible bonds but excluding securities not required under this Code to be reported (see "Reporting" below.). You must also pre-clear all purchases in an underwriting of any municipal bonds of entities in Maryland, Virginia, the District of Columbia, Puerto Rico, Guam or the Virgin Islands and the sale of any bonds issued in those jurisdictions unless they are rated A or above by a national rating service.
The purchase or sale of mutual fund shares does not require pre-clearance.
Permission to engage in private securities offerings, where granted, is not subject to a time limit but re-approval should be sought should circumstances change (e.g. modification of the terms of the offering).
Capital Research and Management Company typically approves transactions of stocks on the WMIF eligible list only if Washington Mutual Investors Fund has no open order on that date with clearance typically for that day only. Because JPMVOF has a wide universe of stocks in which they may trade for the Fund, the compliance officer will retain a list of Fund transactions and clearance will be granted only in those instances when the Fund has not had a transaction in the security during the preceding three business days. Clearance for JPMVOF will be granted for one day only.
Exception for De Minimus Transactions
You may execute one transaction (either a buy or sell) of 100 shares or less per issuer per calendar month without pre-clearance. Larger or more frequent transactions must be pre-cleared. If you pre-clear a transaction and are denied permission, you may not execute a de minimus transaction in that issuer without pre-clearance for a period of seven calendar days. Additionally, pre-clearance is not required for transactions of $100 or less, not including commissions.
Annual Recertification
All access persons will be required to certify annually that they have read and understood the Code of Ethics and recognize that they are subject thereto. They will also be required to certify annually that they have complied with this Code and have disclosed or reported all personal securities transactions and holdings required to be disclosed or reported. Forms will be supplied for this purpose.
Reporting
Initial
When an access person first becomes subject to this Code of Ethics, he or she must submit, within 10 days, an initial report of all securities holdings (excluding Johnston, Lemon stock, mutual funds, broad-based index/exchange traded funds, money market investments, commodities, and direct obligations of the U.S. government), including holdings of immediate family members residing in their household and any account over which he or she or such immediate family member exercise investment discretion or control. Such information must be as of a date no longer than 45 days prior to the date the person became an access person.
Periodic
Thereafter, access persons are required to furnish duplicate confirmations of
all
their securities transactions (excluding Johnston, Lemon stock, mutual funds, money market instruments, commodities, direct obligations of the U.S., purchases through dividend reinvestment plans, transactions through systematic investment plans and corporate activities that are nonvolitional on the part of the investor, such as mergers, stock splits and tender offers.), including those of immediate family members residing in their household and any account over which they or such immediate family member exercise investment discretion or control. It is required that any new brokerage account subject to the Code have duplicate confirmation statements sent to the WMC compliance officer. For any reportable transaction for which a confirmation is not produced (including receipt of a security by gift or inheritance) such transaction should be reported promptly to the WMC compliance officer via the “Gift/Inheritance/Other Transaction Reporting Form.”
Annually
Annually, all access persons are required to report their holdings as of December 31. This report, which must be submitted by January 30
th
each year, also must include holdings of immediate family members and is subject to the same exclusions as the initial holdings report, discussed above.
Forms for all of these reports will be provided at each reporting period.
Special
Any purchase followed by a redemption or redemption followed by a purchase (a “round trip”) in shares of any of the Investment Companies within a 60 day period must be reported within 5 days of completing the round trip. The report must be made by personal memorandum to the WMC Compliance Officer and Fund President. Systematic purchases or redemptions, dividend reinvestments, and payroll deduction 401(k) investments, and any non-volitional transactions are excepted from this reporting obligation.
Violations
Any material violation of this Code for which the compliance officer recommends the imposition of a sanction shall be referred to the Board of Directors of Washington Management Corporation as appropriate, for resolution.
Board of Directors/Trustees of the Funds
Approval of the Code of Ethics and Amendments to it – The Boards of Directors/Trustees of the Funds will be asked to approve the Code initially and any material amendments to it. A material amendment to the Code must be approved no later than six months after its adoption by WMC. The Directors/Trustees of the Funds must receive a certification from WMC that procedures reasonably necessary to prevent access persons from violating the Code have been adopted. WMC will furnish to the Directors/Trustees a written report annually that discusses any issues arising under the Code since the last report to the Directors/Trustees. This report will also include information about material violations of the Code or of our procedures and any sanctions imposed as a result of these violations.
Amended May 28, 2008
Effective June 1, 2008
WASHINGTON MUTUAL INVESTORS FUND
CODE OF ETHICS
Effective July 1, 2010
The Board of Trustees of Washington Mutual Investors Fund (the “Fund”) adopts a Code of Ethics intended to comply with the requirements of Rule 17j-1 under the Investment Company Act of 1940. The Code recognizes that the Fund's officers and access persons (with the exception of independent Trustees) are covered by the Code of Ethics adopted by Washington Management Corporation with investment personnel and some access persons covered by the Code of Ethics of the Capital Group Companies, Inc. The Board of Trustees of the Fund, after considering the limited nature of access of the independent Trustees to current information with respect to security transactions being effected or considered on behalf of the Fund, adopts this Code of Ethics to specifically cover each independent Trustee and independent emeritus Trustee (collectively “Trustee” or “Trustees”).
1. Legal Requirements
A Trustee of the Fund may not:
a.
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employ any device, scheme or artifice to defraud the Fund;
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b.
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make to the Fund any untrue statement of a material fact or omit to state to the Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
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c.
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engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Fund; or
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d.
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engage in any manipulative practice with respect to the Fund.
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2. Portfolio Transaction Information
Trustees are regularly sent financial statements of the Fund, which include portfolio changes as well as a listing of the entire portfolio. In addition, special reports may periodically be sent to Trustees or given to them at Board meetings, and discussions at Board meetings may include information regarding Fund portfolio transactions. Trustees must conduct personal securities transactions in a manner that is consistent with this Code and that avoids conduct inconsistent with the Fund’s policies, such as its policies against excessive trading.
3.
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Transactions to be Reported
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Any securities transaction
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which you know or should have known to have been made within a 15-day period of a transaction by the Fund in the same security or which you know or should have known was considered by the Fund or its Investment Adviser for purchase or sale by the Fund during such 15-day period should be reported. Any such reports are to be made on a confidential basis to the Fund's Corporate Secretary within 30 days after the end of each calendar quarter on a form which will be provided. We will review the reports and contact you in any instance where further inquiry or documentation appears advisable. So long as you are unaware of any transaction by the Fund or could not reasonably have been aware that the Adviser was considering a transaction during the 15-day period, no report need be filed. As a reminder of this policy, the Fund’s Corporate Secretary will send to you each quarter a reporting form.
4. Exempted Transactions
The following security transactions are exempted from the reporting requirements of the Code:
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A.
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Transactions in securities issued by the United States Government.
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B.
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Transactions in bankers' acceptances, bank certificates of deposit, commercial paper.
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C.
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Transactions in shares of registered investment companies.
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D.
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Transactions where the Trustee has no direct or indirect influence or control.
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E.
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Transactions which are non-volitional on the part of the Trustee of the Fund (e.g. securities received as part of a stock dividend).
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F .
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Purchases which are part of an automatic dividend reinvestment plan.
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5. Preclearance
Independent Trustees are not required to pre-clear personal securities transactions. However, any purchase or sale that would be reportable under paragraph 3 of this Code should be pre-cleared by contacting the Corporate Secretary by telephone. Obtaining pre-clearance will eliminate any appearance of improper personal securities trading.
6. Questions
Any questions regarding this policy should be directed to the Fund's Corporate Secretary.
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See paragraph #4, "Exempted Transactions"