SEC File Nos. 2-83847
811-3734
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
Registration Statement
Under
the Securities Act of 1933
Post-Effective Amendment No. 21
and
Registration Statement
Under
The Investment Company Act of 1940
Amendment No. 21
EuroPacific Growth Fund
(Exact Name of Registrant as specified in charter)
333 South Hope Street
Los Angeles, California 90071
(Address of principal executive offices)
Registrant's telephone number, including area code:
(213) 486-9200
Vincent P. Corti
Capital Research and Management Company
333 South Hope Street
Los Angeles, California 90071
(name and address of agent for service)
Copies to:
MICHAEL J. FAIRCLOUGH, ESQ.
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, California 90071
(Counsel for the Registrant)
Approximate date of proposed public offering:
It is proposed that this filing become effective on March 15, 2000, pursuant
to paragraph (b) of rule 485.
EuroPacific Growth Fund/(R)/
Prospectus
MARCH 15, 2000
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.
EUROPACIFIC GROWTH FUND
333 South Hope Street
Los Angeles, California 90071
TABLE OF CONTENTS ------------------------------------------------------- Risk/Return Summary 2 ------------------------------------------------------- Fees and Expenses of the Fund 5 ------------------------------------------------------- Investment Objective, Strategies and Risks 6 ------------------------------------------------------- Management and Organization 9 ------------------------------------------------------- Shareholder Information 11 ------------------------------------------------------- Choosing a Share Class 12 ------------------------------------------------------- Purchase and Exchange of Shares 13 ------------------------------------------------------- Sales Charges 14 ------------------------------------------------------- Sales Charge Reductions and Waivers 16 ------------------------------------------------------- Plans of Distribution 17 ------------------------------------------------------- How to Sell Shares 18 ------------------------------------------------------- Distributions and Taxes 19 ------------------------------------------------------- Financial Highlights 20 ------------------------------------------------------- |
EUROPACIFIC GROWTH FUND / PROSPECTUS
EUPAC-010-0300/B
The fund seeks to make your investment grow over time by investing primarily in stocks of issuers located in Europe or the Pacific Rim.
The fund is designed for investors seeking greater capital appreciation through investments in stocks of issuers based outside the U.S. Investors in the fund should have a long-term perspective and be able to tolerate potentially wide price fluctuations. An investment in the fund is subject to risks, including the possibility that the fund may decline in value in response to economic, political or social events in the U.S. or abroad. The prices of equity securities owned by the fund may be affected by events specifically involving the companies issuing those securities.
Although all securities in the fund's portfolio may be adversely affected by currency fluctuations or world political, social and economic instability, investments outside the U.S.may be affected to a greater extent.
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 government agency, entity or person.
YOU MAY LOSE MONEY BY INVESTING IN THE FUND. THE LIKELIHOOD OF LOSS IS GREATER
IF YOU INVEST FOR A SHORTER PERIOD OF TIME.
EUROPACIFIC GROWTH FUND / PROSPECTUS
INVESTMENT RESULTS
The following information provides some indication of the risks of investing in the fund by showing changes in the fund's investment results from year to year and by showing how the fund's average annual returns for various periods compare with those of a broad measure of market performance. Past results are not an indication of future results.
CALENDAR YEAR TOTAL RETURNS FOR CLASS A SHARES
(Results do not include a sales charge; if one were included, results would be lower.)
The fund's highest/lowest quarterly results during this time period were:
HIGHEST 29.10% (quarter ended December 31, 1999) LOWEST -13.85% (quarter ended September 30, 1990) |
EUROPACIFIC GROWTH FUND / PROSPECTUS
For periods ended December 31, 1999:
AVERAGE ANNUAL TOTAL RETURN ONE YEAR FIVE YEARS TEN YEARS LIFETIME Class A/1/ (with the maximum sales charge 47.96% 20.10% 15.30% 17.66% deducted) ------------------------------------------------------------------------------ Class B/2/ N/A N/A N/A N/A ------------------------------------------------------------------------------ MSCI EAFE Index/3/ 27.30% 13.15% 7.33% 15.08% ------------------------------------------------------------------------------ |
1 The fund began investment operations for Class A shares on April 16, 1984.
2 The fund is beginning investment operations for Class B shares on March 15, 2000.
3 The Morgan Stanley Capital International EAFE (Europe, Australasia, Far East) Index measures all major stock markets outside North America. This index is unmanaged and does not reflect sales charges, commissions or expenses. The lifetime figure is from the date the fund's Class A shares began investment operations.
Unlike the bar chart on the previous page, this table reflects the fund's investment results with the maximum initial or deferred sales charge deducted, as required by Securities and Exchange Commission rules. Class A share results are shown with the maximum initial sales charge of 5.75% deducted. Sales charges are reduced for purchases of $25,000 or more. Results would be higher if they were calculated at net asset value. All fund results reflect the reinvestment of dividend and capital gain distributions.
Class B shares are subject to a maximum deferred sales charge of 5.00% if shares are redeemed within the first year of purchasing them. The deferred sales charge declines thereafter until it reaches 0% after six years. Class B shares convert to Class A shares after eight years. Since the fund's Class B shares begin investment operations on March 15, 2000, no results are available as of the date of this prospectus.
EUROPACIFIC GROWTH FUND / PROSPECTUS
FEES AND EXPENSES OF THE FUND
SHAREHOLDER FEES (fees paid directly from your investment) CLASS A CLASS B -------------------------------------------------------------------------- Maximum sales charge imposed on purchases 5.75%/1/ 0.00% (as a percentage of offering price) -------------------------------------------------------------------------- Maximum sales charge imposed on reinvested dividends 0.00% 0.00% -------------------------------------------------------------------------- Maximum deferred sales charge 0.00%/2/ 5.00%/3/ -------------------------------------------------------------------------- Redemption or exchange fees 0.00% 0.00% |
1 Sales charges are reduced or eliminated for purchases of $25,000 or more.
2 A contingent deferred sales charge of 1% applies on certain redemptions made within 12 months following purchases of $1 million or more made without a sales charge.
3 Deferred sales charges are reduced after 12 months and eliminated after six years.
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets) CLASS A CLASS B/1/ ----------------------------------------------- Management Fees 0.47% 0.47% Distribution and/or Service (12b-1) Fees 0.24%/2/ 1.00%/3/ Other Expenses 0.13% 0.13% Total Annual Fund Operating Expenses 0.84% 1.60% |
1 Based on estimated amounts for the current fiscal year.
2 Class A 12b-1 expenses may not exceed 0.25% of the fund's average net assets annually.
3 Class B 12b-1 expenses may not exceed 1.00% of the fund's average net assets annually.
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, that your investment has a 5% return each year and that the fund's operating expenses remain the same as shown above. The Class A example reflects the maximum initial sales charge in Year One. The Class B-assuming redemption example reflects applicable contingent deferred sales charges through Year Six (after which time they are eliminated). Both Class B examples reflect Class A expenses for Years 9 and 10 since Class B shares automatically convert to Class A after eight years. Although your actual costs may be higher or lower, based on these assumptions your cumulative expenses would be:
YEAR YEAR YEAR YEAR
ONE THREE FIVE TEN
Class A $656 $828 $1,014 $1,553
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Class B - assuming redemption $663 $905 $1,071 $1,696
Class B - assuming no redemption $163 $505 $ 871 $1,696
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EUROPACIFIC GROWTH FUND / PROSPECTUS
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS
The fund's investment objective is to provide you with long-term growth of capital. It invests primarily in stocks of issuers located in Europe or the Pacific Rim.
The values of equity securities held by the fund may decline in response to certain events, including those directly involving the companies whose securities are owned in the fund, adverse conditions affecting the general economy, overall market declines, world political, social and economic instability, and currency fluctuations. Investments outside the U.S. may be affected by these events to a greater extent and may also be affected by differing securities regulations, and administrative difficulties such as delays in clearing and settling portfolio transactions. These risks are potentially heightened in connection with investments in developing countries. The growth-oriented, equity-type securities generally purchased by the fund may involve large price swings and potential for loss.
The fund may also hold cash or money market instruments. The size of the fund's cash position will vary and will depend on various factors, including market conditions and purchases and redemptions of fund shares. A larger cash position could detract from the achievement of the fund's objective, but it also would reduce the fund's exposure in the event of a market downturn and provide liquidity to make additional investments or to meet redemptions.
The fund relies on the professional judgment of its investment adviser, Capital Research and Management Company, to make decisions about the fund's portfolio securities. The basic investment philosophy of the investment adviser is to seek undervalued securities that represent good long-term investment opportunities. Securities may be sold when the investment adviser believes they no longer represent good long-term value.
EUROPACIFIC GROWTH FUND / PROSPECTUS
ADDITIONAL INVESTMENT RESULTS
For periods ended December 31, 1999:
AVERAGE ANNUAL TOTAL RETURN/1/ ONE YEAR FIVE YEARS TEN YEARS LIFETIME Class A/2/ 56.97% 21.54% 15.99% 18.11% (with no sales charge deducted) ------------------------------------------------------------------------------ Class B/3/ N/A N/A N/A N/A ------------------------------------------------------------------------------ MSCI EAFE Index/4/ 27.30% 13.15% 7.33% 15.08% ------------------------------------------------------------------------------ Lipper International Funds 40.80% 15.37% 10.54% 14.65% Average/5/ ------------------------------------------------------------------------------ |
1 These fund results were calculated at net asset value according to a formula that is required for all stock and bond funds and include the reinvestment of dividend and capital gain distributions.
2 The fund began investment operations for Class A shares on April 16, 1984.
3 The fund is beginning investment operations for Class B shares on March 15, 2000.
4 The Morgan Stanley Capital International EAFE (Europe, Australasia, Far East) Index measures all major stock markets outside North America. This index is unmanaged and does not reflect sales charges, commissions or expenses. The lifetime figure is from the date the fund's Class A shares began investment operations.
5 The Lipper International Funds Average consists of funds that invest assets in securities with primary trading markets outside the United States. The results of the underlying funds in the index include the reinvestment of dividend and capital gain distributions, but do not reflect sales charges and commissions. The lifetime figure is from the date the fund's Class A shares began investment operations.
EUROPACIFIC GROWTH FUND / PROSPECTUS
The following chart illustrates the industry mix of the fund's investment portfolio as of the end of the fund's fiscal year, March 31, 1999.
INDUSTRY DIVERSIFICATION
[pie chart]
Telecommunications 19.13%
Banking 8.43%
Health & Personal Care 7.20%
Broadcasting & Publishing 5.61%
Electronic Components 5.38%
Other Industries 44.28%
Bonds & Notes 0.56%
Cash & Cash Equivalents 9.41%
[end pie chart]
PERCENT OF TEN LARGEST PERCENT OF
PERCENT INVESTED BY COUNTRY NET ASSETS INDIVIDUAL HOLDINGS NET ASSETS
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EUROPE Mannesmann 3.42%
---------------------------------
United Kingdom 15.4% Telecom Italia 2.50
---------------------------------
Germany 7.0 Astra 2.42
---------------------------------
France 5.6 Telefonos de Mexico 1.67
---------------------------------
Sweden 5.5 Deutsche Telekom 1.65
---------------------------------
Netherlands 4.8 Nokia 1.65
---------------------------------
Italy 4.4 Novartis 1.59
---------------------------------
Switzerland 3.2 News Corp. 1.45
---------------------------------
Finalnd 2.6 Dixons Group 1.37
---------------------------------
Norway 1.1 Ericsson 1.34
---------------------------------
Ireland .9
Denmark .9
Spain .8
Other Europe .6
PACIFIC BASIN ASIA
-----------------------------------------
Japan 13.9%
Australia 6.1
Hong Kong 1.4
South Korea 1.4
Taiwan 1.4
Philippines 1.0
Other Asia .8
THE AMERICAS
-----------------------------------------
Canada 4.0%
Mexico 3.1
Other Americas .5
------------
OTHER
-----------------------------------------
Brazil 1.1%
South Africa .9
India .5
Other Countries 1.7
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Because the fund is actively managed, its holdings will change from time to time.
EUROPACIFIC GROWTH FUND / PROSPECTUS
MANAGEMENT AND ORGANIZATION
INVESTMENT ADVISER
Capital Research and Management Company, an experienced investment management organization founded in 1931, serves as investment adviser to the fund and other funds, including those in The American Funds Group. Capital Research and Management Company, a wholly owned subsidiary of The Capital Group Companies, Inc., is headquartered at 333 South Hope Street, Los Angeles, CA 90071. Capital Research and Management Company manages the investment portfolio and business affairs of the fund. The total management fee paid by the fund, as a percentage of average net assets, for the previous fiscal year is discussed earlier under "Fees and Expenses of the Fund."
Capital Research and Management Company and its affiliated companies have adopted a personal investing policy that is consistent with the recommendations contained in the May 9, 1994 report issued by the Investment Company Institute's Advisory Group on Personal Investing. This policy has also been incorporated into the fund's code of ethics.
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 which are managed by individual counselors. Counselors decide how their respective segments will be invested, within the limits provided by a fund's objective(s) and policies and by Capital Research and Management Company's investment committee. In addition, Capital Research and Management Company's research professionals may make investment decisions with respect to a portion of a fund's portfolio. The primary individual portfolio counselors for EuroPacific Growth Fund are listed on the following page.
EUROPACIFIC GROWTH FUND / PROSPECTUS
APPROXIMATE YEARS OF EXPERIENCE
AS AN INVESTMENT PROFESSIONAL
YEARS OF EXPERIENCE (INCLUDING THE LAST FIVE YEARS)
AS PORTFOLIO COUNSELOR -----------------------------------
PORTFOLIO (AND RESEARCH PROFESSIONAL, WITH CAPITAL
COUNSELORS FOR IF APPLICABLE) FOR RESEARCH AND
EUROPACIFIC EUROPACIFIC GROWTH FUND MANAGEMENT
GROWTH FUND PRIMARY TITLE(S) (APPROXIMATE) COMPANY
------------------------------------------------------------------------------ OR AFFILIATES TOTAL YEARS
-----------------------------------
THIERRY Vice Chairman of the Board of 16 years (since the fund 37 years 37 years
VANDEVENTER the fund. Director, Capital began operations)
Research and Management Company
----------------------------------------------------------------
-------------------------------------------------
MARK E. President and Trustee of the 8 years (plus 3 years as a 18 years 18 years
DENNING fund. Director, Capital research professional prior
Research and Management to becoming a portfolio
Company. Senior Vice President, counselor for the fund)
Capital Research Company*
----------------------------------------------------------------
-------------------------------------------------
STEPHEN E. Executive Vice President of the 16 years (since the fund 27 years 34 years
BEPLER fund. Senior Vice President, began operations)
Capital Research Company*
----------------------------------------------------------------
-------------------------------------------------
ROBERT W. Senior Vice President of the 6 years (plus 7 years as a 15 years 15 years
LOVELACE fund. Executive Vice President research professional prior
and Director, Capital Research to becoming a portfolio
Company* counselor for the fund)
-----------------------------------
------------------------------------------------------------------------------
JANET A. Senior Vice President of the 9 years (plus 5 years as a 18 years 24 years
MCKINLEY fund. Director, Capital research professional prior
Research and Management to becoming a portfolio
Company. Senior Vice President, counselor for the fund)
Capital Research Company*
----------------------------------------------------------------
-------------------------------------------------
ALWYN W. Vice President of the fund. 4 years (plus 4 years as a 8 years 12 years
HEONG Vice President, Capital research professional prior
Research Company* to becoming a portfolio
counselor for the fund)
-----------------------------------
------------------------------------------------------------------------------
MARTIAL G. Senior Vice President and 6 years (plus 5 years as a 28 years 28 years
CHAILLET Director, Capital Research research professional prior
Company* to becoming a portfolio
counselor for the fund)
The fund began investment operations on April 16, 1984.
* Company affiliated with Capital Research and Management Company.
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EUROPACIFIC GROWTH FUND / PROSPECTUS
SHAREHOLDER INFORMATION
SHAREHOLDER SERVICES
American Funds Service Company, the fund's transfer agent, offers you a wide range of services you can use to alter your investment program should your needs and circumstances change. These services may be terminated or modified at any time upon 60 days' written notice. For your convenience, American Funds Service Company has four service centers across the country.
AMERICAN FUNDS SERVICE COMPANY SERVICE AREAS
Call toll-Free from anywhere in the U.S.
(8 a.m. to 8 p.m. ET):
800/421-0180
[map of the United States]
Western Western Central Eastern Central Eastern Service Center Service Center Service Center Service Center American Funds American Funds American Funds American Funds Service Company Service Company Service Company Service Company P.O. Box 2205 P.O. Box 659522 P.O. Box 6007 P.O. Box 2280 Brea, California San Antonio, Texas Indianapolis, Indiana Norfolk, Virginia 92822-2205 78265-9522 46206-6007 23501-2280 Fax: 714/671-7080 Fax: 210/474-4050 Fax: 317/735-6620 Fax: 757/670-4773 |
A COMPLETE DESCRIPTION OF THE SERVICES WE OFFER IS INCLUDED IN THE FUND'S STATEMENT OF ADDITIONAL INFORMATION. In addition, an easy-to-read guide to owning a fund in The American Funds Group titled "Welcome to the Family" is sent to new shareholders and is available by writing or calling American Funds Service Company.
You may invest in the fund through various retirement plans. However, Class B shares generally are not available to certain retirement plans (for example, group retirement plans such as 401(k) plans, employer-sponsored 403(b) plans, and money purchase pension and profit sharing plans). Some retirement plans or accounts held by investment dealers may not offer certain services. If you have any questions, please contact American Funds Service Company, your plan administrator/trustee or dealer.
EUROPACIFIC GROWTH FUND / PROSPECTUS
The fund offers both Class A and Class B shares. Each share class has its own sales charge and expense structure, allowing you to choose the class that best meets your situation.
Factors you should consider in choosing a class of shares include:
- How long you expect to own the shares
- How much you intend to invest
- The expenses associated with owning shares of each class
- Whether you qualify for any reduction or waiver of sales charges (for example, Class A shares may be a less expensive option over time if you qualify for a sales charge reduction or waiver)
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.
Differences between Class A and Class B shares include:
CLASS A CLASS B
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Initial sales charge of up to No initial sales charge.
5.75%. Sales charges are reduced
for purchases of $25,000 or more
(see "Sales Charges - Class A").
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Distribution and service (12b-1) Distribution and service (12b-1) fees
fees of up to 0.25% annually. of up to 1.00% annually.
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Higher dividends than Class B Lower dividends than Class A shares due
shares due to lower annual to higher distribution fees and other
expenses. expenses.
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No contingent deferred sales charge A contingent deferred sales charge if
(except on certain redemptions on you sell shares within six years of
purchases of $1 million or more buying them. The charge starts at 5%
bought without an initial sales and declines thereafter until it
charge). reaches 0% after six years. (see "Sales
Charges - Class B").
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No purchase maximum. Maximum purchase of $100,000.
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Automatic conversion to Class A shares
after eight years, reducing future
annual expenses.
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EUROPACIFIC GROWTH FUND / PROSPECTUS
PURCHASE
Generally, you may open an account by contacting any investment dealer (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 using various options described in the statement of additional information and "Welcome to the Family."
EXCHANGE
You may exchange your shares into shares of the same class of other funds in The American Funds Group generally without a sales charge. For purposes of computing the contingent deferred sales charge on Class B 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 exchange.
Exchanges of shares from the money market funds initially purchased without a sales charge generally will be subject to the appropriate sales charge. Exchanges have the same tax consequences as ordinary sales and purchases. See "Transactions by Telephone..." for information regarding electronic exchanges.
THE FUND AND AMERICAN FUNDS DISTRIBUTORS, THE FUND'S PRINCIPAL UNDERWRITER, RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER FOR ANY REASON. ALTHOUGH THERE IS CURRENTLY NO SPECIFIC LIMIT ON THE NUMBER OF EXCHANGES YOU CAN MAKE IN A PERIOD OF TIME, THE FUND AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER AND MAY TERMINATE THE EXCHANGE PRIVILEGE OF ANY
INVESTOR WHOSE PATTERN OF EXCHANGE ACTIVITY THEY HAVE DETERMINED INVOLVES ACTUAL OR POTENTIAL HARM TO THE FUND.
PURCHASE MINIMUMS FOR CLASS A AND B SHARES To establish an account (including retirement plan accounts) $ 250 For a retirement plan account through payroll deduction $ 25 To add to an account $ 50 For a retirement plan account through payroll deduction $ 25 PURCHASE MAXIMUM FOR CLASS B SHARES $100,000 |
EUROPACIFIC GROWTH FUND / PROSPECTUS
SHARE PRICE
The fund calculates its share price, also called net asset value, as of approximately 4:00 p.m. New York time, which is the normal close of trading on the New York Stock Exchange, every day the Exchange is open. In calculating net asset value, market prices are used when available. If a market price for a particular security is not available, the fund will determine the appropriate price for the security.
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 and accepts your request. Sales of certain Class A and B shares may be subject to contingent deferred sales charges.
SALES CHARGES
CLASS A
The initial sales charge you pay when you buy Class A shares differs depending upon the amount you invest and may be reduced for larger purchases as indicated below.
SALES CHARGE AS A PERCENTAGE OF
----------------------------------
DEALER
NET COMMISSION
OFFERING AMOUNT AS % OF
INVESTMENT PRICE INVESTED OFFERING PRICE
------------------------------------------------------------------------------
Less than $25,000 5.75% 6.10% 5.00%
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$25,000 but less than 5.00% 5.26% 4.25%
$50,000
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$50,000 but less than 4.50% 4.71% 3.75%
$100,000
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$100,000 but less than 3.50% 3.63% 2.75%
$250,000
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$250,000 but less than 2.50% 2.56% 2.00%
$500,000
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$500,000 but less than 2.00% 2.04% 1.60%
$750,000
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$750,000 but less than $1
million 1.50% 1.52% 1.20%
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$1 million or more and certain other
investments described below see below see below see below
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CLASS A PURCHASES NOT SUBJECT TO SALES CHARGE
Investments of $1 million or more are sold with no initial sales charge.
HOWEVER, A 1% CONTINGENT DEFERRED SALES CHARGE MAY BE IMPOSED IF REDEMPTIONS
ARE MADE WITHIN ONE YEAR OF PURCHASE. Employer-sponsored defined contribution--
EUROPACIFIC GROWTH FUND / PROSPECTUS
type plans investing $1 million or more, or with 100 or more eligible employees, and Individual Retirement Account rollovers involving retirement plan assets invested in the American Funds, may invest with no sales charge and are not subject to a contingent deferred sales charge. Investments made through retirement plans, endowments or foundations with $50 million or more in assets, or through certain qualified fee-based programs may also be made with no sales charge and are not subject to a contingent deferred sales charge. The fund may pay a dealer concession of up to 1% under its Plan of Distribution on investments made with no initial sales charge.
CLASS B
Class B shares are sold without any initial sales charge. However, a contingent deferred sales charge may be applied to shares you redeem within six years of purchase, as shown in the table below.
Contingent deferred sales charge
on shares sold within year as a % of shares being sold
---------------------------------------------------------------
1 5.00%
2 4.00%
3 4.00%
4 3.00%
5 2.00%
6 1.00%
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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 for Class B Shares" below. 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 and then shares that you have owned the longest.
CLASS B CONVERSION TO A SHARES
Class B shares automatically convert to Class A shares in the month of the eight-year anniversary of the purchase date. The Internal Revenue Service currently takes the position that this automatic conversion is not taxable. Should their position change, shareholders would still have the option of converting but may face certain tax consequences. Please see the statement of additional information for more information.
EUROPACIFIC GROWTH FUND / PROSPECTUS
You must let your investment dealer or American Funds Service Company know if you qualify for a reduction in your Class A sales charge or waiver of your Class B contingent deferred sales charge using one or any combination of the methods described below, in the statement of additional information and "Welcome to the Family."
REDUCING YOUR CLASS A SALES CHARGES
You and your "immediate family" (your spouse and your children under the age of 21) may combine investments to reduce your 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 their own account(s) and/or:
- trust accounts established by the above individuals. However, if the person(s) who established the trust is deceased, the trust account may be aggregated with accounts of the person who is the primary beneficiary of the trust.
- solely controlled business accounts.
- single-participant retirement plans.
Other types of accounts may also be aggregated. You should check with your financial adviser or consult the statement of additional information or "Welcome to the Family" for more information.
CONCURRENT PURCHASES
You may combine simultaneous purchases of Class A and/or B shares of two or more American Funds, as well as individual holdings in various American Legacy variable annuities or variable life insurance policies, to qualify for a reduced Class A sales charge. Direct purchases of money market funds are excluded.
RIGHTS OF ACCUMULATION
You may take into account the current value of your existing Class A and B holdings in the American Funds, as well as individual holdings in various American Legacy variable annuities or variable life insurance policies, to determine your Class A sales charge. Direct purchases of money market funds are excluded.
STATEMENT OF INTENTION
You can reduce the sales charge you pay on your Class A share purchases by establishing a Statement of Intention. A Statement of Intention allows you to
EUROPACIFIC GROWTH FUND / PROSPECTUS
combine all Class A and B share non-money market fund purchases, as well as individual American Legacy variable annuity and life insurance policies you intend to make over a 13-month period, to determine the applicable sales charge. At your request purchases made during the previous 90 days may be included; however, capital appreciation and reinvested dividends and capital gains do not apply toward these combined purchases. A portion of your account may be held in escrow to cover additional Class A sales charges which may be due if your total investments over the 13-month period do not qualify for the applicable sales charge reduction.
CONTINGENT DEFERRED SALES CHARGE WAIVERS FOR CLASS B SHARES
The contingent deferred sales charge on Class B shares may be waived in the following cases:
- to receive payments through systematic withdrawal plans (up to 12% of the value of your account);
- to receive certain distributions, such as required minimum distributions, from retirement accounts; or
- for redemptions due to death or post-purchase disability of the shareholder.
For more information, please consult your financial adviser, the statement of additional information or "Welcome to the Family."
The fund has Plans of Distribution or "12b-1 Plans" under which it may finance activities primarily intended to sell shares, provided the categories of expenses are approved in advance by the fund's board of trustees. The plans provide for annual expenses of up to 0.25% for Class A shares and up to 1.00% for Class B shares. Up to 0.25% of these payments are used to pay service fees to qualified dealers for providing certain shareholder services. The remaining 0.75% expense for Class B shares is used for financing commissions paid to your dealer. The 12b-1 fees paid by the fund, as a percentage of average net assets, for the previous fiscal year is indicated above under "Fees and Expenses of the Fund." Since these fees are paid out of the fund's assets or income on an ongoing basis, over time they will increase the cost and reduce the return of an investment. The higher fees for Class B shares may cost you more over time than paying the initial sales charge for Class A shares.
OTHER COMPENSATION TO DEALERS
American Funds Distributors may provide additional compensation to, or sponsor informational meetings for, dealers as described in the statement of additional information.
EUROPACIFIC GROWTH FUND / PROSPECTUS
Once a sufficient period of time has passed to reasonably assure that checks or drafts (including certified or cashiers' checks) for shares purchased have cleared (normally 15 calendar days), you may sell (redeem) those shares in any of the following ways:
THROUGH YOUR DEALER (CERTAIN CHARGES MAY APPLY)
- Shares held for you in your dealer's name must be sold through the dealer.
WRITING TO AMERICAN FUNDS SERVICE COMPANY
- Requests must be signed by the registered shareholder(s).
- A signature guarantee is required if the redemption is:
-- Over $50,000;
-- Made payable to someone other than the registered shareholder(s); or
-- Sent to an address other than the address of record, or an address of record which has been changed within the last 10 days.
- Additional documentation may be required for sales of shares held in corporate, partnership or fiduciary accounts.
TELEPHONING OR FAXING AMERICAN FUNDS SERVICE COMPANY, OR BY USING AMERICAN
FUNDSLINE/(R)/ OR AMERICAN FUNDSLINE ONLINE/(R)/:
- Redemptions by telephone or fax (including American FundsLine and American FundsLine OnLine) are limited to $50,000 per 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.
TRANSACTIONS BY TELEPHONE, FAX, AMERICAN FUNDSLINE OR FUNDSLINE ONLINE
Generally, you are automatically eligible to use these services for redemptions and exchanges 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 computer services on your account(s), you agree to hold the fund, American Funds Service Company, any of its affiliates or mutual funds managed by such affiliates, and each of their respective directors, trustees, officers, employees and agents harmless from any losses, expenses, costs or liabilities (including attorney fees) which may be incurred in connection with the exercise of these privileges, provided 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, the fund may be liable for losses due to unauthorized or fraudulent instructions.
EUROPACIFIC GROWTH FUND / PROSPECTUS
DISTRIBUTIONS AND TAXES
DIVIDENDS AND DISTRIBUTIONS
The fund intends to distribute dividends to you, if any, usually twice a year. Capital gains, if any, are usually distributed twice a year. 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 any other fund in The American Funds Group 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.
TAXES ON DISTRIBUTIONS
Distributions you receive from the fund may be subject to income tax and may also be subject to state or local taxes - unless you are exempt from taxation.
For federal tax purposes, any taxable dividends and distributions of short-term capital gains are treated as ordinary income. The fund's distributions of net long-term capital gains are taxable to you as long-term capital gains. Any taxable distributions you receive from the fund will normally be taxable to you when made, regardless of whether you reinvest 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 in the fund is the difference between the cost of your shares, including any sales charges, and the price you receive when you sell them.
Please see the statement of additional information, the "Welcome to the Family" guide, and your tax adviser for further information.
EUROPACIFIC GROWTH FUND / PROSPECTUS
The financial highlights table is intended to help you understand the fund's
results for the past five years and is currently only shown for Class A shares.
A similar table will be shown for Class B shares beginning with the fund's
2000 fiscal year end. Certain information reflects financial results for a
single fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the fund (assuming
reinvestment of all dividends and distributions). This information 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.
YEARS ENDED MARCH 31
-------------------------------------------------
Six months ended
9/30/99/1/ 1999 1998 1997 1996 1995
--------------------------------------------------------------------
Net Asset Value, $30.21 $29.56 $26.70 $24.28 $20.89 $21.95
Beginning of Year
--------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income .24 .42 .45 .46 .46 .35
Net gains or losses on
securities (both
realized and 4.055 1.85 4.79 3.28 3.63 (.19)
unrealized)
--------------------------------------------------------------------------------------------
Total from investment 4.295 2.27 5.24 3.74 4.09 .16
operations
--------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends (from net
investment income) (.105) (.36) (.433) (.41) (.49) (.317)
Dividends (from net
realized
non-U.S. currency - - (.017) (.03) - (.003)
gains)/2/
--------------------------------------------------------------------------------------------
Distributions (from (.15) (1.26) (1.93) (.88) (.21) (.90)
capital gains)
--------------------------------------------------------------------------------------------
Total distributions (.255) (1.62) (2.38) (1.32) (.70) (1.22)
--------------------------------------------------------------------------------------------
Net Asset Value, $34.25 $30.21 $29.56 $26.70 $24.28 $20.89
End of Year
--------------------------------------------------------------------------------------------
Total return/3/ 14.31%/4/ 8.18% 20.97% 15.88% 19.84% .71%
--------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end of $25,954 $22,083 $21,316 $16,737 $12,335 $8,588
year (in millions)
--------------------------------------------------------------------------------------------
Ratio of expenses to .43%/4/ .84% .86% .90% .95% .97%
average net assets
--------------------------------------------------------------------------------------------
Ratio of net income .76%/4/ 1.45% 1.64% 1.77% 2.09% 1.80%
to average net assets
--------------------------------------------------------------------------------------------
Portfolio turnover
rate 13.15%/4/ 31.73% 30.51% 25.82% 21.77% 16.02%
1Unaudited
2Realized non-U.S. currency gains are treated as ordinary income for federal income tax
purposes.
3 Excludes maximum sales charge.
4Based on operations for the period shown and, accordingly, not representative of a full
year.
|
EUROPACIFIC GROWTH FUND / PROSPECTUS
EUROPACIFIC GROWTH FUND / PROSPECTUS
EUROPACIFIC GROWTH FUND / PROSPECTUS
FOR SHAREHOLDER SERVICES American Funds Service Company
800/421-0180
FOR RETIREMENT PLAN SERVICES Call your employer or plan administrator
FOR DEALER SERVICES American Funds Distributors
800/421-9900 Ext. 11
FOR 24-HOUR INFORMATION American FundsLine(R)
800/325-3590
American FundsLine OnLine(R)
http://www.americanfunds.com
|
Telephone conversations may be recorded or monitored for verification, recordkeeping and quality assurance purposes.
* * * * *
MULTIPLE TRANSLATIONS This prospectus may be translated into other languages. If there is any inconsistency or ambiguity as to the meaning of any word or phrase in a translation, the English text will prevail.
ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS Contains additional information about the fund including financial statements, investment results, portfolio holdings, a statement from portfolio management discussing market conditions and the fund's investment strategies, and the independent accountants' report (in the annual report).
STATEMENT OF ADDITIONAL INFORMATION (SAI) AND CODES OF ETHICS The SAI contains more detailed information on all aspects of the fund, including the fund's financial statements and is incorporated by reference into this prospectus. The codes of ethics describe the personal investing policies adopted by the fund and the fund's investment adviser and its affiliated companies.
The codes of ethics and current SAI have been filed with the 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. (202/942-8090) or on the EDGAR database on the SEC's Internet Web site at http://www.sec.gov, or, after payment of a duplicating fee, via e-mail request to publicinfo@sec.gov or by writing the SEC's Public Reference Section, Washington, D.C. 20549-0102.
HOUSEHOLD MAILINGS Each year you are automatically sent an updated prospectus, annual and semi-annual report 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 that are part of the same family and share the same residential address.
If you would like to receive individual copies of these documents, or a free
copy of the SAI or Codes of Ethics, please call American Funds Service Company
at 800/421-0180 or write to the Secretary of the fund at 333 South Hope
Street, Los Angeles, California 90071.
Investment Company File No. 811-3734
Printed on recycled paper
THE FUND PROVIDES SPANISH TRANSLATIONS 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/ Vincent P. Corti Vincent P. Corti Secretary |
EuroPacific Growth Fund/(R)/
Prospectus
MARCH 15, 2000
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.
EUROPACIFIC GROWTH FUND
333 South Hope Street
Los Angeles, California 90071
TABLE OF CONTENTS ------------------------------------------------------- Risk/Return Summary 2 ------------------------------------------------------- Fees and Expenses of the Fund 5 ------------------------------------------------------- Investment Objective, Strategies and Risks 6 ------------------------------------------------------- Management and Organization 9 ------------------------------------------------------- Shareholder Information 11 ------------------------------------------------------- Choosing a Share Class 12 ------------------------------------------------------- Purchase and Exchange of Shares 13 ------------------------------------------------------- Sales Charges 14 ------------------------------------------------------- Sales Charge Reductions and Waivers 16 ------------------------------------------------------- Plans of Distribution 17 ------------------------------------------------------- How to Sell Shares 18 ------------------------------------------------------- Distributions and Taxes 19 ------------------------------------------------------- Financial Highlights 20 ------------------------------------------------------- |
EUROPACIFIC GROWTH FUND / PROSPECTUS
EUPAC-010-0300/B
The fund seeks to make your investment grow over time by investing primarily in stocks of issuers located in Europe or the Pacific Rim.
The fund is designed for investors seeking greater capital appreciation through investments in stocks of issuers based outside the U.S. Investors in the fund should have a long-term perspective and be able to tolerate potentially wide price fluctuations. An investment in the fund is subject to risks, including the possibility that the fund may decline in value in response to economic, political or social events in the U.S. or abroad. The prices of equity securities owned by the fund may be affected by events specifically involving the companies issuing those securities.
Although all securities in the fund's portfolio may be adversely affected by currency fluctuations or world political, social and economic instability, investments outside the U.S.may be affected to a greater extent.
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 government agency, entity or person.
YOU MAY LOSE MONEY BY INVESTING IN THE FUND. THE LIKELIHOOD OF LOSS IS GREATER
IF YOU INVEST FOR A SHORTER PERIOD OF TIME.
EUROPACIFIC GROWTH FUND / PROSPECTUS
INVESTMENT RESULTS
The following information provides some indication of the risks of investing in the fund by showing changes in the fund's investment results from year to year and by showing how the fund's average annual returns for various periods compare with those of a broad measure of market performance. Past results are not an indication of future results.
CALENDAR YEAR TOTAL RETURNS FOR CLASS A SHARES
(Results do not include a sales charge; if one were included, results would be lower.)
The fund's highest/lowest quarterly results during this time period were:
HIGHEST 29.10% (quarter ended December 31, 1999) LOWEST -13.85% (quarter ended September 30, 1990) |
EUROPACIFIC GROWTH FUND / PROSPECTUS
For periods ended December 31, 1999:
AVERAGE ANNUAL TOTAL RETURN ONE YEAR FIVE YEARS TEN YEARS LIFETIME Class A/1/ (with the maximum sales charge 47.96% 20.10% 15.30% 17.66% deducted) ------------------------------------------------------------------------------ Class B/2/ N/A N/A N/A N/A ------------------------------------------------------------------------------ MSCI EAFE Index/3/ 27.30% 13.15% 7.33% 15.08% ------------------------------------------------------------------------------ |
1 The fund began investment operations for Class A shares on April 16, 1984.
2 The fund is beginning investment operations for Class B shares on March 15, 2000.
3 The Morgan Stanley Capital International EAFE (Europe, Australasia, Far East) Index measures all major stock markets outside North America. This index is unmanaged and does not reflect sales charges, commissions or expenses. The lifetime figure is from the date the fund's Class A shares began investment operations.
Unlike the bar chart on the previous page, this table reflects the fund's investment results with the maximum initial or deferred sales charge deducted, as required by Securities and Exchange Commission rules. Class A share results are shown with the maximum initial sales charge of 5.75% deducted. Sales charges are reduced for purchases of $25,000 or more. Results would be higher if they were calculated at net asset value. All fund results reflect the reinvestment of dividend and capital gain distributions.
Class B shares are subject to a maximum deferred sales charge of 5.00% if shares are redeemed within the first year of purchasing them. The deferred sales charge declines thereafter until it reaches 0% after six years. Class B shares convert to Class A shares after eight years. Since the fund's Class B shares begin investment operations on March 15, 2000, no results are available as of the date of this prospectus.
EUROPACIFIC GROWTH FUND / PROSPECTUS
FEES AND EXPENSES OF THE FUND
SHAREHOLDER FEES (fees paid directly from your investment) CLASS A CLASS B -------------------------------------------------------------------------- Maximum sales charge imposed on purchases 5.75%/1/ 0.00% (as a percentage of offering price) -------------------------------------------------------------------------- Maximum sales charge imposed on reinvested dividends 0.00% 0.00% -------------------------------------------------------------------------- Maximum deferred sales charge 0.00%/2/ 5.00%/3/ -------------------------------------------------------------------------- Redemption or exchange fees 0.00% 0.00% |
1 Sales charges are reduced or eliminated for purchases of $25,000 or more.
2 A contingent deferred sales charge of 1% applies on certain redemptions made within 12 months following purchases of $1 million or more made without a sales charge.
3 Deferred sales charges are reduced after 12 months and eliminated after six years.
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from fund assets) CLASS A CLASS B/1/ ----------------------------------------------- Management Fees 0.47% 0.47% Distribution and/or Service (12b-1) Fees 0.24%/2/ 1.00%/3/ Other Expenses 0.13% 0.13% Total Annual Fund Operating Expenses 0.84% 1.60% |
1 Based on estimated amounts for the current fiscal year.
2 Class A 12b-1 expenses may not exceed 0.25% of the fund's average net assets annually.
3 Class B 12b-1 expenses may not exceed 1.00% of the fund's average net assets annually.
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, that your investment has a 5% return each year and that the fund's operating expenses remain the same as shown above. The Class A example reflects the maximum initial sales charge in Year One. The Class B-assuming redemption example reflects applicable contingent deferred sales charges through Year Six (after which time they are eliminated). Both Class B examples reflect Class A expenses for Years 9 and 10 since Class B shares automatically convert to Class A after eight years. Although your actual costs may be higher or lower, based on these assumptions your cumulative expenses would be:
YEAR YEAR YEAR YEAR
ONE THREE FIVE TEN
Class A $656 $828 $1,014 $1,553
------------------------------------------------------------------------------
Class B - assuming redemption $663 $905 $1,071 $1,696
Class B - assuming no redemption $163 $505 $ 871 $1,696
|
EUROPACIFIC GROWTH FUND / PROSPECTUS
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS
The fund's investment objective is to provide you with long-term growth of capital. It invests primarily in stocks of issuers located in Europe or the Pacific Rim.
The values of equity securities held by the fund may decline in response to certain events, including those directly involving the companies whose securities are owned in the fund, adverse conditions affecting the general economy, overall market declines, world political, social and economic instability, and currency fluctuations. Investments outside the U.S. may be affected by these events to a greater extent and may also be affected by differing securities regulations, and administrative difficulties such as delays in clearing and settling portfolio transactions. These risks are potentially heightened in connection with investments in developing countries. The growth-oriented, equity-type securities generally purchased by the fund may involve large price swings and potential for loss.
The fund may also hold cash or money market instruments. The size of the fund's cash position will vary and will depend on various factors, including market conditions and purchases and redemptions of fund shares. A larger cash position could detract from the achievement of the fund's objective, but it also would reduce the fund's exposure in the event of a market downturn and provide liquidity to make additional investments or to meet redemptions.
The fund relies on the professional judgment of its investment adviser, Capital Research and Management Company, to make decisions about the fund's portfolio securities. The basic investment philosophy of the investment adviser is to seek undervalued securities that represent good long-term investment opportunities. Securities may be sold when the investment adviser believes they no longer represent good long-term value.
EUROPACIFIC GROWTH FUND / PROSPECTUS
ADDITIONAL INVESTMENT RESULTS
For periods ended December 31, 1999:
AVERAGE ANNUAL TOTAL RETURN/1/ ONE YEAR FIVE YEARS TEN YEARS LIFETIME Class A/2/ 56.97% 21.54% 15.99% 18.11% (with no sales charge deducted) ------------------------------------------------------------------------------ Class B/3/ N/A N/A N/A N/A ------------------------------------------------------------------------------ MSCI EAFE Index/4/ 27.30% 13.15% 7.33% 15.08% ------------------------------------------------------------------------------ Lipper International Funds 40.80% 15.37% 10.54% 14.65% Average/5/ ------------------------------------------------------------------------------ |
1 These fund results were calculated at net asset value according to a formula that is required for all stock and bond funds and include the reinvestment of dividend and capital gain distributions.
2 The fund began investment operations for Class A shares on April 16, 1984.
3 The fund is beginning investment operations for Class B shares on March 15, 2000.
4 The Morgan Stanley Capital International EAFE (Europe, Australasia, Far East) Index measures all major stock markets outside North America. This index is unmanaged and does not reflect sales charges, commissions or expenses. The lifetime figure is from the date the fund's Class A shares began investment operations.
5 The Lipper International Funds Average consists of funds that invest assets in securities with primary trading markets outside the United States. The results of the underlying funds in the index include the reinvestment of dividend and capital gain distributions, but do not reflect sales charges and commissions. The lifetime figure is from the date the fund's Class A shares began investment operations.
EUROPACIFIC GROWTH FUND / PROSPECTUS
The following chart illustrates the industry mix of the fund's investment portfolio as of the end of the fund's fiscal year, March 31, 1999.
INDUSTRY DIVERSIFICATION
[pie chart]
Telecommunications 19.13%
Banking 8.43%
Health & Personal Care 7.20%
Broadcasting & Publishing 5.61%
Electronic Components 5.38%
Other Industries 44.28%
Bonds & Notes 0.56%
Cash & Cash Equivalents 9.41%
[end pie chart]
PERCENT OF TEN LARGEST PERCENT OF
PERCENT INVESTED BY COUNTRY NET ASSETS INDIVIDUAL HOLDINGS NET ASSETS
-------------------------------------------------------------------------------
EUROPE Mannesmann 3.42%
---------------------------------
United Kingdom 15.4% Telecom Italia 2.50
---------------------------------
Germany 7.0 Astra 2.42
---------------------------------
France 5.6 Telefonos de Mexico 1.67
---------------------------------
Sweden 5.5 Deutsche Telekom 1.65
---------------------------------
Netherlands 4.8 Nokia 1.65
---------------------------------
Italy 4.4 Novartis 1.59
---------------------------------
Switzerland 3.2 News Corp. 1.45
---------------------------------
Finalnd 2.6 Dixons Group 1.37
---------------------------------
Norway 1.1 Ericsson 1.34
---------------------------------
Ireland .9
Denmark .9
Spain .8
Other Europe .6
PACIFIC BASIN ASIA
-----------------------------------------
Japan 13.9%
Australia 6.1
Hong Kong 1.4
South Korea 1.4
Taiwan 1.4
Philippines 1.0
Other Asia .8
THE AMERICAS
-----------------------------------------
Canada 4.0%
Mexico 3.1
Other Americas .5
------------
OTHER
-----------------------------------------
Brazil 1.1%
South Africa .9
India .5
Other Countries 1.7
|
Because the fund is actively managed, its holdings will change from time to time.
EUROPACIFIC GROWTH FUND / PROSPECTUS
MANAGEMENT AND ORGANIZATION
INVESTMENT ADVISER
Capital Research and Management Company, an experienced investment management organization founded in 1931, serves as investment adviser to the fund and other funds, including those in The American Funds Group. Capital Research and Management Company, a wholly owned subsidiary of The Capital Group Companies, Inc., is headquartered at 333 South Hope Street, Los Angeles, CA 90071. Capital Research and Management Company manages the investment portfolio and business affairs of the fund. The total management fee paid by the fund, as a percentage of average net assets, for the previous fiscal year is discussed earlier under "Fees and Expenses of the Fund."
Capital Research and Management Company and its affiliated companies have adopted a personal investing policy that is consistent with the recommendations contained in the May 9, 1994 report issued by the Investment Company Institute's Advisory Group on Personal Investing. This policy has also been incorporated into the fund's code of ethics.
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 which are managed by individual counselors. Counselors decide how their respective segments will be invested, within the limits provided by a fund's objective(s) and policies and by Capital Research and Management Company's investment committee. In addition, Capital Research and Management Company's research professionals may make investment decisions with respect to a portion of a fund's portfolio. The primary individual portfolio counselors for EuroPacific Growth Fund are listed on the following page.
EUROPACIFIC GROWTH FUND / PROSPECTUS
APPROXIMATE YEARS OF EXPERIENCE
AS AN INVESTMENT PROFESSIONAL
YEARS OF EXPERIENCE (INCLUDING THE LAST FIVE YEARS)
AS PORTFOLIO COUNSELOR -----------------------------------
PORTFOLIO (AND RESEARCH PROFESSIONAL, WITH CAPITAL
COUNSELORS FOR IF APPLICABLE) FOR RESEARCH AND
EUROPACIFIC EUROPACIFIC GROWTH FUND MANAGEMENT
GROWTH FUND PRIMARY TITLE(S) (APPROXIMATE) COMPANY
------------------------------------------------------------------------------ OR AFFILIATES TOTAL YEARS
-----------------------------------
THIERRY Vice Chairman of the Board of 16 years (since the fund 37 years 37 years
VANDEVENTER the fund. Director, Capital began operations)
Research and Management Company
----------------------------------------------------------------
-------------------------------------------------
MARK E. President and Trustee of the 8 years (plus 3 years as a 18 years 18 years
DENNING fund. Director, Capital research professional prior
Research and Management to becoming a portfolio
Company. Senior Vice President, counselor for the fund)
Capital Research Company*
----------------------------------------------------------------
-------------------------------------------------
STEPHEN E. Executive Vice President of the 16 years (since the fund 27 years 34 years
BEPLER fund. Senior Vice President, began operations)
Capital Research Company*
----------------------------------------------------------------
-------------------------------------------------
ROBERT W. Senior Vice President of the 6 years (plus 7 years as a 15 years 15 years
LOVELACE fund. Executive Vice President research professional prior
and Director, Capital Research to becoming a portfolio
Company* counselor for the fund)
-----------------------------------
------------------------------------------------------------------------------
JANET A. Senior Vice President of the 9 years (plus 5 years as a 18 years 24 years
MCKINLEY fund. Director, Capital research professional prior
Research and Management to becoming a portfolio
Company. Senior Vice President, counselor for the fund)
Capital Research Company*
----------------------------------------------------------------
-------------------------------------------------
ALWYN W. Vice President of the fund. 4 years (plus 4 years as a 8 years 12 years
HEONG Vice President, Capital research professional prior
Research Company* to becoming a portfolio
counselor for the fund)
-----------------------------------
------------------------------------------------------------------------------
MARTIAL G. Senior Vice President and 6 years (plus 5 years as a 28 years 28 years
CHAILLET Director, Capital Research research professional prior
Company* to becoming a portfolio
counselor for the fund)
The fund began investment operations on April 16, 1984.
* Company affiliated with Capital Research and Management Company.
-----------------------------------------------------------------------------------------------------------------------------
|
EUROPACIFIC GROWTH FUND / PROSPECTUS
SHAREHOLDER INFORMATION
SHAREHOLDER SERVICES
American Funds Service Company, the fund's transfer agent, offers you a wide range of services you can use to alter your investment program should your needs and circumstances change. These services may be terminated or modified at any time upon 60 days' written notice. For your convenience, American Funds Service Company has four service centers across the country.
AMERICAN FUNDS SERVICE COMPANY SERVICE AREAS
Call toll-Free from anywhere in the U.S.
(8 a.m. to 8 p.m. ET):
800/421-0180
[map of the United States]
Western Western Central Eastern Central Eastern Service Center Service Center Service Center Service Center American Funds American Funds American Funds American Funds Service Company Service Company Service Company Service Company P.O. Box 2205 P.O. Box 659522 P.O. Box 6007 P.O. Box 2280 Brea, California San Antonio, Texas Indianapolis, Indiana Norfolk, Virginia 92822-2205 78265-9522 46206-6007 23501-2280 Fax: 714/671-7080 Fax: 210/474-4050 Fax: 317/735-6620 Fax: 757/670-4773 |
A COMPLETE DESCRIPTION OF THE SERVICES WE OFFER IS INCLUDED IN THE FUND'S STATEMENT OF ADDITIONAL INFORMATION. In addition, an easy-to-read guide to owning a fund in The American Funds Group titled "Welcome to the Family" is sent to new shareholders and is available by writing or calling American Funds Service Company.
You may invest in the fund through various retirement plans. However, Class B shares generally are not available to certain retirement plans (for example, group retirement plans such as 401(k) plans, employer-sponsored 403(b) plans, and money purchase pension and profit sharing plans). Some retirement plans or accounts held by investment dealers may not offer certain services. If you have any questions, please contact American Funds Service Company, your plan administrator/trustee or dealer.
EUROPACIFIC GROWTH FUND / PROSPECTUS
The fund offers both Class A and Class B shares. Each share class has its own sales charge and expense structure, allowing you to choose the class that best meets your situation.
Factors you should consider in choosing a class of shares include:
- How long you expect to own the shares
- How much you intend to invest
- The expenses associated with owning shares of each class
- Whether you qualify for any reduction or waiver of sales charges (for example, Class A shares may be a less expensive option over time if you qualify for a sales charge reduction or waiver)
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.
Differences between Class A and Class B shares include:
CLASS A CLASS B
------------------------------------------------------------------------------
Initial sales charge of up to No initial sales charge.
5.75%. Sales charges are reduced
for purchases of $25,000 or more
(see "Sales Charges - Class A").
------------------------------------------------------------------------------
Distribution and service (12b-1) Distribution and service (12b-1) fees
fees of up to 0.25% annually. of up to 1.00% annually.
------------------------------------------------------------------------------
Higher dividends than Class B Lower dividends than Class A shares due
shares due to lower annual to higher distribution fees and other
expenses. expenses.
------------------------------------------------------------------------------
No contingent deferred sales charge A contingent deferred sales charge if
(except on certain redemptions on you sell shares within six years of
purchases of $1 million or more buying them. The charge starts at 5%
bought without an initial sales and declines thereafter until it
charge). reaches 0% after six years. (see "Sales
Charges - Class B").
------------------------------------------------------------------------------
No purchase maximum. Maximum purchase of $100,000.
------------------------------------------------------------------------------
Automatic conversion to Class A shares
after eight years, reducing future
annual expenses.
------------------------------------------------------------------------------
|
EUROPACIFIC GROWTH FUND / PROSPECTUS
PURCHASE
Generally, you may open an account by contacting any investment dealer (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 using various options described in the statement of additional information and "Welcome to the Family."
EXCHANGE
You may exchange your shares into shares of the same class of other funds in The American Funds Group generally without a sales charge. For purposes of computing the contingent deferred sales charge on Class B 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 exchange.
Exchanges of shares from the money market funds initially purchased without a sales charge generally will be subject to the appropriate sales charge. Exchanges have the same tax consequences as ordinary sales and purchases. See "Transactions by Telephone..." for information regarding electronic exchanges.
THE FUND AND AMERICAN FUNDS DISTRIBUTORS, THE FUND'S PRINCIPAL UNDERWRITER, RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER FOR ANY REASON. ALTHOUGH THERE IS CURRENTLY NO SPECIFIC LIMIT ON THE NUMBER OF EXCHANGES YOU CAN MAKE IN A PERIOD OF TIME, THE FUND AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER AND MAY TERMINATE THE EXCHANGE PRIVILEGE OF ANY
INVESTOR WHOSE PATTERN OF EXCHANGE ACTIVITY THEY HAVE DETERMINED INVOLVES ACTUAL OR POTENTIAL HARM TO THE FUND.
PURCHASE MINIMUMS FOR CLASS A AND B SHARES To establish an account (including retirement plan accounts) $ 250 For a retirement plan account through payroll deduction $ 25 To add to an account $ 50 For a retirement plan account through payroll deduction $ 25 PURCHASE MAXIMUM FOR CLASS B SHARES $100,000 |
EUROPACIFIC GROWTH FUND / PROSPECTUS
SHARE PRICE
The fund calculates its share price, also called net asset value, as of approximately 4:00 p.m. New York time, which is the normal close of trading on the New York Stock Exchange, every day the Exchange is open. In calculating net asset value, market prices are used when available. If a market price for a particular security is not available, the fund will determine the appropriate price for the security.
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 and accepts your request. Sales of certain Class A and B shares may be subject to contingent deferred sales charges.
SALES CHARGES
CLASS A
The initial sales charge you pay when you buy Class A shares differs depending upon the amount you invest and may be reduced for larger purchases as indicated below.
SALES CHARGE AS A PERCENTAGE OF
----------------------------------
DEALER
NET COMMISSION
OFFERING AMOUNT AS % OF
INVESTMENT PRICE INVESTED OFFERING PRICE
------------------------------------------------------------------------------
Less than $25,000 5.75% 6.10% 5.00%
------------------------------------------------------------------------------
$25,000 but less than 5.00% 5.26% 4.25%
$50,000
------------------------------------------------------------------------------
$50,000 but less than 4.50% 4.71% 3.75%
$100,000
------------------------------------------------------------------------------
$100,000 but less than 3.50% 3.63% 2.75%
$250,000
------------------------------------------------------------------------------
$250,000 but less than 2.50% 2.56% 2.00%
$500,000
------------------------------------------------------------------------------
$500,000 but less than 2.00% 2.04% 1.60%
$750,000
------------------------------------------------------------------------------
$750,000 but less than $1
million 1.50% 1.52% 1.20%
------------------------------------------------------------------------------
$1 million or more and certain other
investments described below see below see below see below
|
CLASS A PURCHASES NOT SUBJECT TO SALES CHARGE
Investments of $1 million or more are sold with no initial sales charge.
HOWEVER, A 1% CONTINGENT DEFERRED SALES CHARGE MAY BE IMPOSED IF REDEMPTIONS
ARE MADE WITHIN ONE YEAR OF PURCHASE. Employer-sponsored defined contribution--
EUROPACIFIC GROWTH FUND / PROSPECTUS
type plans investing $1 million or more, or with 100 or more eligible employees, and Individual Retirement Account rollovers involving retirement plan assets invested in the American Funds, may invest with no sales charge and are not subject to a contingent deferred sales charge. Investments made through retirement plans, endowments or foundations with $50 million or more in assets, or through certain qualified fee-based programs may also be made with no sales charge and are not subject to a contingent deferred sales charge. The fund may pay a dealer concession of up to 1% under its Plan of Distribution on investments made with no initial sales charge.
CLASS B
Class B shares are sold without any initial sales charge. However, a contingent deferred sales charge may be applied to shares you redeem within six years of purchase, as shown in the table below.
Contingent deferred sales charge
on shares sold within year as a % of shares being sold
---------------------------------------------------------------
1 5.00%
2 4.00%
3 4.00%
4 3.00%
5 2.00%
6 1.00%
|
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 for Class B Shares" below. 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 and then shares that you have owned the longest.
CLASS B CONVERSION TO A SHARES
Class B shares automatically convert to Class A shares in the month of the eight-year anniversary of the purchase date. The Internal Revenue Service currently takes the position that this automatic conversion is not taxable. Should their position change, shareholders would still have the option of converting but may face certain tax consequences. Please see the statement of additional information for more information.
EUROPACIFIC GROWTH FUND / PROSPECTUS
You must let your investment dealer or American Funds Service Company know if you qualify for a reduction in your Class A sales charge or waiver of your Class B contingent deferred sales charge using one or any combination of the methods described below, in the statement of additional information and "Welcome to the Family."
REDUCING YOUR CLASS A SALES CHARGES
You and your "immediate family" (your spouse and your children under the age of 21) may combine investments to reduce your 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 their own account(s) and/or:
- trust accounts established by the above individuals. However, if the person(s) who established the trust is deceased, the trust account may be aggregated with accounts of the person who is the primary beneficiary of the trust.
- solely controlled business accounts.
- single-participant retirement plans.
Other types of accounts may also be aggregated. You should check with your financial adviser or consult the statement of additional information or "Welcome to the Family" for more information.
CONCURRENT PURCHASES
You may combine simultaneous purchases of Class A and/or B shares of two or more American Funds, as well as individual holdings in various American Legacy variable annuities or variable life insurance policies, to qualify for a reduced Class A sales charge. Direct purchases of money market funds are excluded.
RIGHTS OF ACCUMULATION
You may take into account the current value of your existing Class A and B holdings in the American Funds, as well as individual holdings in various American Legacy variable annuities or variable life insurance policies, to determine your Class A sales charge. Direct purchases of money market funds are excluded.
STATEMENT OF INTENTION
You can reduce the sales charge you pay on your Class A share purchases by establishing a Statement of Intention. A Statement of Intention allows you to
EUROPACIFIC GROWTH FUND / PROSPECTUS
combine all Class A and B share non-money market fund purchases, as well as individual American Legacy variable annuity and life insurance policies you intend to make over a 13-month period, to determine the applicable sales charge. At your request purchases made during the previous 90 days may be included; however, capital appreciation and reinvested dividends and capital gains do not apply toward these combined purchases. A portion of your account may be held in escrow to cover additional Class A sales charges which may be due if your total investments over the 13-month period do not qualify for the applicable sales charge reduction.
CONTINGENT DEFERRED SALES CHARGE WAIVERS FOR CLASS B SHARES
The contingent deferred sales charge on Class B shares may be waived in the following cases:
- to receive payments through systematic withdrawal plans (up to 12% of the value of your account);
- to receive certain distributions, such as required minimum distributions, from retirement accounts; or
- for redemptions due to death or post-purchase disability of the shareholder.
For more information, please consult your financial adviser, the statement of additional information or "Welcome to the Family."
The fund has Plans of Distribution or "12b-1 Plans" under which it may finance activities primarily intended to sell shares, provided the categories of expenses are approved in advance by the fund's board of trustees. The plans provide for annual expenses of up to 0.25% for Class A shares and up to 1.00% for Class B shares. Up to 0.25% of these payments are used to pay service fees to qualified dealers for providing certain shareholder services. The remaining 0.75% expense for Class B shares is used for financing commissions paid to your dealer. The 12b-1 fees paid by the fund, as a percentage of average net assets, for the previous fiscal year is indicated above under "Fees and Expenses of the Fund." Since these fees are paid out of the fund's assets or income on an ongoing basis, over time they will increase the cost and reduce the return of an investment. The higher fees for Class B shares may cost you more over time than paying the initial sales charge for Class A shares.
OTHER COMPENSATION TO DEALERS
American Funds Distributors may provide additional compensation to, or sponsor informational meetings for, dealers as described in the statement of additional information.
EUROPACIFIC GROWTH FUND / PROSPECTUS
Once a sufficient period of time has passed to reasonably assure that checks or drafts (including certified or cashiers' checks) for shares purchased have cleared (normally 15 calendar days), you may sell (redeem) those shares in any of the following ways:
THROUGH YOUR DEALER (CERTAIN CHARGES MAY APPLY)
- Shares held for you in your dealer's name must be sold through the dealer.
WRITING TO AMERICAN FUNDS SERVICE COMPANY
- Requests must be signed by the registered shareholder(s).
- A signature guarantee is required if the redemption is:
-- Over $50,000;
-- Made payable to someone other than the registered shareholder(s); or
-- Sent to an address other than the address of record, or an address of record which has been changed within the last 10 days.
- Additional documentation may be required for sales of shares held in corporate, partnership or fiduciary accounts.
TELEPHONING OR FAXING AMERICAN FUNDS SERVICE COMPANY, OR BY USING AMERICAN
FUNDSLINE/(R)/ OR AMERICAN FUNDSLINE ONLINE/(R)/:
- Redemptions by telephone or fax (including American FundsLine and American FundsLine OnLine) are limited to $50,000 per 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.
TRANSACTIONS BY TELEPHONE, FAX, AMERICAN FUNDSLINE OR FUNDSLINE ONLINE
Generally, you are automatically eligible to use these services for redemptions and exchanges 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 computer services on your account(s), you agree to hold the fund, American Funds Service Company, any of its affiliates or mutual funds managed by such affiliates, and each of their respective directors, trustees, officers, employees and agents harmless from any losses, expenses, costs or liabilities (including attorney fees) which may be incurred in connection with the exercise of these privileges, provided 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, the fund may be liable for losses due to unauthorized or fraudulent instructions.
EUROPACIFIC GROWTH FUND / PROSPECTUS
DISTRIBUTIONS AND TAXES
DIVIDENDS AND DISTRIBUTIONS
The fund intends to distribute dividends to you, if any, usually twice a year. Capital gains, if any, are usually distributed twice a year. 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 any other fund in The American Funds Group 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.
TAXES ON DISTRIBUTIONS
Distributions you receive from the fund may be subject to income tax and may also be subject to state or local taxes - unless you are exempt from taxation.
For federal tax purposes, any taxable dividends and distributions of short-term capital gains are treated as ordinary income. The fund's distributions of net long-term capital gains are taxable to you as long-term capital gains. Any taxable distributions you receive from the fund will normally be taxable to you when made, regardless of whether you reinvest 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 in the fund is the difference between the cost of your shares, including any sales charges, and the price you receive when you sell them.
Please see the statement of additional information, the "Welcome to the Family" guide, and your tax adviser for further information.
EUROPACIFIC GROWTH FUND / PROSPECTUS
The financial highlights table is intended to help you understand the fund's
results for the past five years and is currently only shown for Class A shares.
A similar table will be shown for Class B shares beginning with the fund's
2000 fiscal year end. Certain information reflects financial results for a
single fund share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the fund (assuming
reinvestment of all dividends and distributions). This information 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.
YEARS ENDED MARCH 31
-------------------------------------------------
Six months ended
9/30/99/1/ 1999 1998 1997 1996 1995
--------------------------------------------------------------------
Net Asset Value, $30.21 $29.56 $26.70 $24.28 $20.89 $21.95
Beginning of Year
--------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income .24 .42 .45 .46 .46 .35
Net gains or losses on
securities (both
realized and 4.055 1.85 4.79 3.28 3.63 (.19)
unrealized)
--------------------------------------------------------------------------------------------
Total from investment 4.295 2.27 5.24 3.74 4.09 .16
operations
--------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends (from net
investment income) (.105) (.36) (.433) (.41) (.49) (.317)
Dividends (from net
realized
non-U.S. currency - - (.017) (.03) - (.003)
gains)/2/
--------------------------------------------------------------------------------------------
Distributions (from (.15) (1.26) (1.93) (.88) (.21) (.90)
capital gains)
--------------------------------------------------------------------------------------------
Total distributions (.255) (1.62) (2.38) (1.32) (.70) (1.22)
--------------------------------------------------------------------------------------------
Net Asset Value, $34.25 $30.21 $29.56 $26.70 $24.28 $20.89
End of Year
--------------------------------------------------------------------------------------------
Total return/3/ 14.31%/4/ 8.18% 20.97% 15.88% 19.84% .71%
--------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end of $25,954 $22,083 $21,316 $16,737 $12,335 $8,588
year (in millions)
--------------------------------------------------------------------------------------------
Ratio of expenses to .43%/4/ .84% .86% .90% .95% .97%
average net assets
--------------------------------------------------------------------------------------------
Ratio of net income .76%/4/ 1.45% 1.64% 1.77% 2.09% 1.80%
to average net assets
--------------------------------------------------------------------------------------------
Portfolio turnover
rate 13.15%/4/ 31.73% 30.51% 25.82% 21.77% 16.02%
1Unaudited
2Realized non-U.S. currency gains are treated as ordinary income for federal income tax
purposes.
3 Excludes maximum sales charge.
4Based on operations for the period shown and, accordingly, not representative of a full
year.
|
EUROPACIFIC GROWTH FUND / PROSPECTUS
EUROPACIFIC GROWTH FUND / PROSPECTUS
EUROPACIFIC GROWTH FUND / PROSPECTUS
FOR SHAREHOLDER SERVICES American Funds Service Company
800/421-0180
FOR RETIREMENT PLAN SERVICES Call your employer or plan administrator
FOR DEALER SERVICES American Funds Distributors
800/421-9900 Ext. 11
FOR 24-HOUR INFORMATION American FundsLine(R)
800/325-3590
American FundsLine OnLine(R)
http://www.americanfunds.com
|
Telephone conversations may be recorded or monitored for verification, recordkeeping and quality assurance purposes.
* * * * *
MULTIPLE TRANSLATIONS This prospectus may be translated into other languages. If there is any inconsistency or ambiguity as to the meaning of any word or phrase in a translation, the English text will prevail.
ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS Contains additional information about the fund including financial statements, investment results, portfolio holdings, a statement from portfolio management discussing market conditions and the fund's investment strategies, and the independent accountants' report (in the annual report).
STATEMENT OF ADDITIONAL INFORMATION (SAI) AND CODES OF ETHICS The SAI contains more detailed information on all aspects of the fund, including the fund's financial statements and is incorporated by reference into this prospectus. The codes of ethics describe the personal investing policies adopted by the fund and the fund's investment adviser and its affiliated companies.
The codes of ethics and current SAI have been filed with the 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. (202/942-8090) or on the EDGAR database on the SEC's Internet Web site at http://www.sec.gov, or, after payment of a duplicating fee, via e-mail request to publicinfo@sec.gov or by writing the SEC's Public Reference Section, Washington, D.C. 20549-0102.
HOUSEHOLD MAILINGS Each year you are automatically sent an updated prospectus, annual and semi-annual report 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 that are part of the same family and share the same residential address.
If you would like to receive individual copies of these documents, or a free
copy of the SAI or Codes of Ethics, please call American Funds Service Company
at 800/421-0180 or write to the Secretary of the fund at 333 South Hope
Street, Los Angeles, California 90071.
Investment Company File No. 811-3734
Printed on recycled paper
EUROPACIFIC GROWTH FUND
Part B
Statement of Additional Information
March 15, 2000
This document is not a prospectus but should be read in conjunction with the current prospectus of EuroPacific Growth Fund (the "fund" or "EUPAC") dated March 15, 2000. The prospectus may be obtained from your investment dealer or financial planner or by writing to the fund at the following address:
EuroPacific Growth Fund Attention: Secretary 333 South Hope Street Los Angeles, California 90071 (213) 486-9200
Shareholders who purchase shares at net asset value through eligible retirement plans should note that not all of the services or features described below may be available to them, and they should contact their employer for details.
TABLE OF CONTENTS
Item Page No. ---- -------- Certain Investment Limitations and Guidelines . . . . . . . . . . . 2 Description of Certain Securities and Investment Techniques . . . . 2 Fundamental Policies and Investment Restrictions. . . . . . . . . . 5 Fund Organization and Voting Rights . . . . . . . . . . . . . . . . 7 Fund Trustees and Officers. . . . . . . . . . . . . . . . . . . . . 8 Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Dividends, Distributions and Taxes. . . . . . . . . . . . . . . . . 14 Purchase of Shares. . . . . . . . . . . . . . . . . . . . . . . . . 19 Sales Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Sales Charge Reductions and Waivers . . . . . . . . . . . . . . . . 23 Individual Retirement Account (IRA) Rollovers . . . . . . . . . . . 26 Price of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Selling Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Shareholder Account Services and Privileges . . . . . . . . . . . . 29 Execution of Portfolio Transactions . . . . . . . . . . . . . . . . 32 General Information . . . . . . . . . . . . . . . . . . . . . . . . 32 Class A Share Investment Results and Related Statistics . . . . . . 33 Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Financial Statements |
EuroPacific Growth Fund - Page 1
CERTAIN INVESTMENT LIMITATIONS AND GUIDELINES
The following limitations and guidelines are considered at the time of purchase, under normal market conditions, and are based on a percentage of the fund's net assets unless otherwise noted. This summary is not intended to reflect all of the fund's investment limitations.
INVESTMENT OBJECTIVE
. Generally, the fund will invest at least 65% of its assets in securities of issuers domiciled in Europe or the Pacific Basin.
DEBT SECURITIES
. The fund may invest up to 5% of its assets in straight debt securities rated Baa and BBB or below by Moody's Investor Services, Inc. or Standard & Poor's Corporation or in unrated securities that are determined to be of equivalent quality by Capital Research and Management Company (the "Investment Adviser").
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. These securities may include common stocks and securities with equity conversion or purchase rights. The prices of equity securities fluctuate based on changes in the financial condition of their issuers and on market and economic conditions. The fund's results will be related to the overall markets for these securities.
INVESTING IN VARIOUS COUNTRIES - Investing outside the U.S. involves special risks, caused by, among other things: currency controls, fluctuating currency values; different accounting, auditing, and financial reporting regulations and practices in some countries; changing local and regional economic, political, and social conditions; expropriation or confiscatory taxation; greater market volatility; differing securities market structures; and various administrative difficulties such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. However, in the opinion of Capital Research and Management Company, investing outside the U.S. also can reduce certain portfolio risks due to greater diversification opportunities.
The risks described above are potentially heightened in connection with investments in developing countries. Although there is no universally accepted definition, a developing country is generally considered to be a country which is in the initial stages of its industrialization cycle with a low per capita gross national product. For example, political and/or economic structures in these countries may be in their infancy and developing rapidly. Historically, the markets of developing countries have been more volatile than the markets of developed countries. The fund may only invest in securities of issuers in developing countries to a limited extent.
Additional costs could be incurred in connection with the fund's investment activities outside the U.S. Brokerage commissions may be higher outside the U.S., and the fund will bear certain
EuroPacific Growth Fund - Page 2
expenses in connection with its currency transactions. Furthermore, increased custodian costs may be associated with the maintenance of assets in certain jurisdictions.
CURRENCY TRANSACTIONS - The fund can purchase and sell currencies to facilitate securities transactions and enter into forward currency contracts to protect against changes in currency exchange rates. A forward currency contract is an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. Forward currency contracts entered into by the fund will involve the purchase or sale of one currency against the U.S. dollar. While entering into forward currency transactions could minimize the risk of loss due to a decline in the value of the hedged currency, it could also limit any potential gain which might result from an increase in the value of the currency. The fund will not generally attempt to protect against all potential changes in exchange rates. The fund will segregate liquid assets which will be marked to market daily to meet its forward contract commitments to the extent required by the Securities and Exchange Commission.
Certain provisions of the Internal Revenue Code may affect the extent to which the fund may enter into forward contracts. Such transactions may also affect, for U.S. federal income tax purposes, the character and timing of income, gain or loss recognized by the fund.
DEBT SECURITIES - Bonds and other debt securities are used by issuers to borrow money. Issuers pay investors interest and generally must repay the amount borrowed at maturity. Some debt securities, such as zero coupon bonds, do not pay current interest, but are purchased at a discount from their face values. The prices of debt securities fluctuate depending on such factors as interest rates, credit quality, and maturity. In general their prices decline when interest rates rise and vice versa.
Lower quality, lower rated bonds rated Ba or below by Standard & Poor's Corporation and BB or below by Moody's Investors Services, Inc. (or unrated but considered to be of equivalent quality) are described by the rating agencies as speculative and involve greater risk of default or price changes due to changes in the issuer's creditworthiness than higher rated bonds, or they may already be in default. The market prices of these securities may fluctuate more than higher quality securities and may decline significantly in periods of general economic difficulty. It may be more difficult to dispose of, or to determine the value of, lower quality, lower rated bonds.
Certain risk factors relating to "lower quality, lower rated bonds" are discussed below.
SENSITIVITY TO INTEREST RATE AND ECONOMIC CHANGES - Lower quality, lower rated bonds can be sensitive to adverse economic changes and political and corporate developments and may be less sensitive to interest rate changes. During an economic downturn or substantial period of rising interest rates, highly leveraged issuers may experience financial stress that would adversely affect their ability to service their principal and interest payment obligations, to meet projected business goals, and to obtain additional financing. In addition, periods of economic uncertainty and changes can be expected to result in increased volatility of market prices and yields of lower quality, lower rated bonds.
PAYMENT EXPECTATIONS - Lower quality, lower rated bonds, like other bonds, may contain redemption or call provisions. If an issuer exercises these provisions in a declining interest rate market, the fund would have to replace the security with a lower yielding security, resulting in a decreased return for investors. If the issuer of a bond
EuroPacific Growth Fund - Page 3
defaults on its obligations to pay interest or principal or enters into bankruptcy proceedings, the fund may incur losses or expenses in seeking recovery of amounts owed to it.
LIQUIDITY AND VALUATION - There may be little trading in the secondary market for particular bonds, which may affect adversely the fund's ability to value accurately or dispose of such bonds. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of lower quality, lower rated bonds, especially in a thin market.
The Investment Adviser attempts to reduce the risks described above through diversification of the portfolio and by credit analysis of each issuer as well as by monitoring broad economic trends and corporate and legislative developments, but there can be no assurance that it will be successful in doing so.
SECURITIES WITH EQUITY AND DEBT CHARACTERISTICS - The fund may invest in securities that have a combination of equity and debt characteristics such as non-convertible preferred stocks and convertible securities. These securities may at times resemble equity more than debt and vice versa. The risks of convertible preferred stock may be similar to those of equity securities. Some types of convertible preferred stock automatically convert into common stock. Non-convertible preferred stock with stated redemption rates are similar to debt in that they have a stated dividend rate akin to the coupon of a bond or note even though they are often classified as equity securities. The prices and yields of non-convertible preferred stock generally move with changes in interest rates and the issuer's credit quality, similar to the factors affecting debt securities.
Bonds, convertible preferred stock, and other securities may sometimes be converted into common stock or other securities at a stated conversion ratio. These securities prior to conversion pay a fixed rate of interest or a dividend. Because convertible securities have both debt and equity characteristics, their value varies in response to many factors, including the value of the underlying equity, general market and economic conditions, convertible market valuations, as well as changes in interest rates, credit spreads, and the credit quality of the issuer.
WARRANTS AND RIGHTS - The fund may purchase warrants, which may be issued together with bonds or preferred stocks. Warrants generally entitle the holder to buy a proportionate amount of common stock at a specified price, usually higher than the current market price. Warrants may be issued with an expiration date or in perpetuity. Rights are similar to warrants except that they normally entitle the holder to purchase common stock at a lower price than the current market price.
U.S. GOVERNMENT SECURITIES - Securities guaranteed by the U.S. Government 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.
Certain securities issued by U.S. Government instrumentalities and certain federal agencies are neither direct obligations of, nor guaranteed by, the Treasury. However, they generally involve federal sponsorship in one way or another; some are backed by specific types of collateral; some are supported by the issuer's right to borrow from the Treasury; some are supported by the
EuroPacific Growth Fund - Page 4
discretionary authority of the Treasury to purchase certain obligations of the issuer; and others are supported only by the credit of the issuing government agency or instrumentality. These agencies and instrumentalities include, but are not limited to, Farmers Home Administration, Federal Home Loan Bank, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, Tennessee Valley Authority, and Federal Farm Credit Bank System.
CASH AND CASH EQUIVALENTS - These securities include (i) commercial paper (e.g.,
short-term notes up to 9 months in maturity issued by corporations, governmental
bodies or bank/ corporation sponsored conduits (asset backed commercial paper)),
(ii) commercial bank obligations (e.g., certificates of deposit, bankers'
acceptances (time drafts on a commercial bank where the bank accepts an
irrevocable obligation to pay at maturity)), (iii) savings association and
savings bank obligations (e.g., bank notes and certificates of deposit issued by
savings banks or savings associations), (iv) securities of the U.S. Government,
its agencies or instrumentalities that mature, or may be redeemed, in one year
or less, and (v) corporate bonds and notes that mature, or that may be redeemed,
in one year or less.
REPURCHASE AGREEMENTS - The fund may enter into repurchase agreements, under which it buys a security and obtains a simultaneous commitment from the seller to repurchase the security at a specified time and price. Repurchase agreements permit the fund to maintain liquidity and earn income over periods of time as short as overnight. The seller must maintain with the fund's custodian collateral equal to at least 100% of the repurchase price, including accrued interest, as monitored daily by the Investment Adviser. The fund will only enter into repurchase agreements involving securities in which it could otherwise invest and with selected banks and securities dealers whose financial condition is monitored by the Investment Adviser. If the seller under the repurchase agreement defaults, the fund may incur a loss if the value of the collateral securing the repurchase agreement has declined and may incur disposition costs in connection with liquidating the collateral. If bankruptcy proceedings are commenced with respect to the seller, realization upon the collateral by the fund may be delayed or limited.
RESTRICTED SECURITIES AND LIQUIDITY - The fund may purchase securities subject to restrictions on resale. All such securities not actively traded will be considered illiquid unless they have been specifically determined to be liquid under procedures which may be adopted by the fund's board of trustees, taking into account factors such as the frequency and volume of trading, the commitment of dealers to make markets and the availability of qualified investors, all of which can change from time to time. The fund may incur certain additional costs in disposing of illiquid securities.
FUNDAMENTAL POLICIES AND INVESTMENT RESTRICTIONS
FUNDAMENTAL POLICIES - The fund has adopted the following fundamental policies and investment restrictions which may not be changed without approval by holders of a majority of its outstanding shares. Such majority is defined in the Investment Company Act of 1940 ("1940 Act") as the vote of the lesser of (i) 67% or more of the outstanding voting securities present at a meeting, if the holders of more than 50% of the outstanding voting securities are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities. All percentage limitations are considered at the time securities are purchased and are based on the fund's net assets unless otherwise indicated. None of the following investment restrictions 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.
EuroPacific Growth Fund - Page 5
1. Invest in securities of another issuer (other than the U.S. government or its agencies or instrumentalities), if immediately after and as a result of such investment more than 5% of the value of the total assets would be invested in the securities of such other issuer (except with respect to 25% of the value of the total assets, the fund may exceed the 5% limitation with regards to investments in the securities of any one foreign government);
2. Invest in companies for the purpose of exercising control or management;
3. Invest more than 25% of the value of its total assets in the securities of companies primarily engaged in any one industry;
4. Invest more than 5% of its total assets in the securities of other investment companies; such investments shall be limited to 3% of the voting stock of any investment company provided, however, that investment in the open market of a closed-end investment company where no more than customary brokers' commissions are involved and investment in connection with a merger, consolidation, acquisition or reorganization shall not be prohibited by this restriction;
5. Buy or sell real estate in the ordinary course of its business; however, the fund may invest in securities secured by real estate or interests therein or issued by companies, including real estate investment trusts and funds, which invest in real estate or interests therein;
6. Buy or sell commodities or commodity contracts in the ordinary course of its business, provided, however, that entering into foreign currency contracts shall not be prohibited by this restriction;
7. Invest more than 10% of the value of its total assets in securities which are not readily marketable or more than 5% of the value of its total assets in securities which are subject to legal or contractual restrictions on resale (except repurchase agreements) or engage in the business of underwriting of securities of other issuers, except to the extent that the disposal of an investment position may technically constitute the fund an underwriter as that term is defined under the Securities Act of 1933. The fund may buy and sell securities outside the U.S. which are not registered with the Securities and Exchange Commission or marketable in the U.S. without regard to this restriction. The fund may not enter into any repurchase agreement if, as a result, more than 10% of total assets would be subject to repurchase agreements maturing in more than seven days. (See "Repurchase Agreements" above);8. Lend any of its assets; provided, however that entering into repurchase agreements, investment in government obligations, publicly traded bonds, debentures, other debt securities or in cash equivalents such as short term commercial paper, certificates of deposit, or bankers acceptances, shall not be prohibited by this restriction;
9. Sell securities short except to the extent that the fund contemporaneously owns or has the right to acquire, at no additional cost, securities identical to those sold short;
10. Purchase securities on margin;
11. Borrow amounts in excess of 5% of the value of its total assets or issue senior securities. In any event, the fund may borrow only as a temporary measure for extraordinary or emergency purposes and not for investment in securities;
12. Mortgage, pledge or hypothecate its total assets to any extent;
EuroPacific Growth Fund - Page 6
13. Purchase or retain the securities of any issuer, if those individual officers and trustees of the fund, its investment adviser or principal underwriter, each owning beneficially more than ^ of 1% of the securities of such issuer, together own more than 5% of the securities of such issuer;
14. Invest more than 5% of the value of its total assets in securities of companies having, together with their predecessors, a record of less than three years of continuous operation;
15. Invest in puts, calls, straddles or spreads, or combinations thereof; or
16. Purchase partnership interests in oil, gas, or mineral exploration, drilling or mining ventures.
With respect to fundamental investment restriction #7, the fund will not invest more than 10% of the value of its net assets in securities which are not readily marketable or more than 5% of the value of its net assets in securities which are subject to legal or contractual restrictions on resale (except repurchase agreements).
In addition, it is a non-fundamental policy of the fund as to 75% of the fund's total assets, investments in any one issuer will be limited to no more than 10% of the voting securities of such issuer.
FUND ORGANIZATION AND VOTING RIGHTS
The fund, an open-end, diversified management investment company, was organized as a Massachusetts business trust on May 17, 1983.
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. Members of the board who are not employed by Capital Research and Management Company or its affiliates are paid certain fees for services rendered to the fund as described in "Trustees and Trustee Compensation" below. 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 two classes of shares - Class A and Class B. The shares of each class represent an interest in the same investment portfolio. Each class has equal 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. Class A and Class B shareholders have exclusive voting rights with respect to the 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.
The fund does not hold annual meetings of shareholders. However, significant matters which require shareholder approval, such as certain elections of board members or a change in a fundamental investment policy, will be presented to shareholders at a meeting called for such purpose. Shareholders have one vote per share owned. At the request of the holders of at least 10% of the shares, the fund will hold a meeting at which any member of the board could be removed by a majority vote.
EuroPacific Growth Fund - Page 7
FUND TRUSTEES AND OFFICERS
Trustees and Trustee Compensation
AGGREGATE
COMPENSATION
(INCLUDING VOLUNTARILY
DEFERRED
COMPENSATION/1/)
FROM THE FUND
POSITION DURING FISCAL YEAR
WITH PRINCIPAL OCCUPATION(S) DURING ENDED
NAME, ADDRESS AND AGE REGISTRANT PAST 5 YEARS MARCH 31, 1999
-----------------------------------------------------------------------------------------------------------------
Elisabeth Allison Trustee Administrative Director, ANZI, Ltd. $ 20,900
ANZI, Ltd. (financial publishing and consulting);
1770 Massachusetts Ave. Publishing Consultant, Harvard Medical
Cambridge, MA 02140 School; former Senior Vice President,
Age: 53 Planning and Development, McGraw Hill,
Inc.
-----------------------------------------------------------------------------------------------------------------
+ Mark E. Denning President, Director, Capital Research and None/4/
25 Bedford Street Principal Management Company. Senior Vice
London, England Executive President, Capital Research Company*
Age: 42 Officer and
Trustee
-----------------------------------------------------------------------------------------------------------------
+ Gina H. Despres Chairman Senior Vice President, Capital None/4/
3000 K Street, N.W. of the Research and Management Company
Washington, DC 20007 Board
Age: 58
-----------------------------------------------------------------------------------------------------------------
Robert A. Fox Trustee President and Chief Executive Officer, $20,000/3/
P.O. Box 457 Foster Farms, Inc.
Livingston, CA 95334
Age: 62
-----------------------------------------------------------------------------------------------------------------
Alan Greenway Trustee President, Greenway Associates, Inc. $ 20,900
7413 Fairway Road (management consulting services)
La Jolla, CA 92037
Age: 72
-----------------------------------------------------------------------------------------------------------------
Koichi Itoh Trustee Group Vice President - Asia/Pacific, $22,150/3/
Autosplice Inc. Autosplice Inc., former President and
3-7-39 Minami-cho Chief Executive Officer, IMPAC
Higashi-Kurume City (management consulting services);
Tokyo, Japan 203-0031 former Managing Partner, VENCA
Age: 59 Management (venture capital)
-----------------------------------------------------------------------------------------------------------------
William H. Kling Trustee President, Minnesota Public Radio; $20,000/3/
45 East Seventh Street President, Greenspring Co.; former
St. Paul, MN 55101 President, American Public Radio (now
Age: 57 Public Radio International)
-----------------------------------------------------------------------------------------------------------------
John G. McDonald Trustee The IBJ Professor of Finance, Graduate $20,000/3/
Graduate School of School of Business, Stanford
Business University
Stanford University
Stanford, CA 94305
Age: 62
-----------------------------------------------------------------------------------------------------------------
++ William I. Miller Trustee Chairman of the Board, Irwin Financial $20,900/3/
500 Washington Street Corporation
Box 929
Columbus, IN 47202
Age: 43
-----------------------------------------------------------------------------------------------------------------
Kirk P. Pendleton Trustee Chairman/Chief Executive Officer, $20,900/3/
Cairnwood, Inc. Cairnwood, Inc. (venture capital
75 James Way investment)
Southhampton, PA 18966
Age: 60
-----------------------------------------------------------------------------------------------------------------
Donald E. Petersen Trustee Former Chairman of the Board and Chief $20,000/3/
222 East Brown, Suite 460 Executive Officer, Ford Motor Company
Birmingham, MI 48009
Age: 73
-----------------------------------------------------------------------------------------------------------------
+ Thierry Vandeventer Vice Chairman Director, Capital Research and None/4/
3 Place des Bergues of the Board Management Company
1201 Geneva, Switzerland
Age: 64
-----------------------------------------------------------------------------------------------------------------
TOTAL COMPENSATION
(INCLUDING VOLUNTARILY
DEFERRED
COMPENSATION/1/) FROM TOTAL NUMBER
ALL FUNDS MANAGED BY OF FUND
CAPITAL RESEARCH AND BOARDS
MANAGEMENT COMPANY ON WHICH
OR ITS AFFILIATES/2/ FOR THE TRUSTEE
NAME, ADDRESS AND AGE YEAR ENDED MARCH 31, 1999 SERVES/2/
--------------------------------------------------------------------------
Elisabeth Allison $ 39,300 3
ANZI, Ltd.
1770 Massachusetts Ave.
Cambridge, MA 02140
Age: 53
--------------------------------------------------------------------------
+ Mark E. Denning None/4/ 1
25 Bedford Street
London, England
Age: 42
--------------------------------------------------------------------------
+ Gina H. Despres None/4/ 2
3000 K Street, N.W.
Washington, DC 20007
Age: 58
--------------------------------------------------------------------------
Robert A. Fox $114,700/3/ 7
P.O. Box 457
Livingston, CA 95334
Age: 62
--------------------------------------------------------------------------
Alan Greenway $ 74,150 5
7413 Fairway Road
La Jolla, CA 92037
Age: 72
--------------------------------------------------------------------------
Koichi Itoh $42,700/3/ 3
Autosplice Inc.
3-7-39 Minami-cho
Higashi-Kurume City
Tokyo, Japan 203-0031
Age: 59
--------------------------------------------------------------------------
William H. Kling $76,950/3/ 6
45 East Seventh Street
St. Paul, MN 55101
Age: 57
--------------------------------------------------------------------------
John G. McDonald $232,200/3/ 8
Graduate School of
Business
Stanford University
Stanford, CA 94305
Age: 62
--------------------------------------------------------------------------
++ William I. Miller $40,200/3/ 3
500 Washington Street
Box 929
Columbus, IN 47202
Age: 43
--------------------------------------------------------------------------
Kirk P. Pendleton $110,600/3/ 6
Cairnwood, Inc.
75 James Way
Southhampton, PA 18966
Age: 60
--------------------------------------------------------------------------
Donald E. Petersen $73,800/3/ 5
222 East Brown, Suite 460
Birmingham, MI 48009
Age: 73
--------------------------------------------------------------------------
+ Thierry Vandeventer None/4/ 2
3 Place des Bergues
1201 Geneva, Switzerland
Age: 64
--------------------------------------------------------------------------
|
EuroPacific Growth Fund - Page 8
EuroPacific Growth Fund - Page 9
+ "Interested persons" within the meaning of the 1940 Act on the basis of their
affiliation with the fund's Investment Adviser, Capital Research and
Management Company, or the parent company of the Investment Adviser, The
Capital Group Companies, Inc.
++ May be deemed an "interested person" of the fund due to membership on the
board of directors of the parent company of a registered broker-dealer.
1 Amounts may be deferred by eligible Trustees under a non-qualified deferred
compensation plan adopted by the fund in 1993. Deferred amounts accumulate at
an earnings rate determined by the total return of one or more funds in The
American Funds Group as designated by the Trustees.
2 Capital Research and Management Company manages The American Funds Group
consisting of 29 funds: AMCAP Fund, Inc., American Balanced Fund, Inc.,
American High-Income Municipal Bond Fund, Inc., American High-Income Trust,
American Mutual Fund, Inc., The Bond Fund of America, Inc., The Cash
Management Trust of America, Capital Income Builder, Inc., Capital World
Growth and Income Fund, Inc., Capital World Bond 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, The
Investment Company of America, Limited Term Tax-Exempt Bond Fund of America,
The New Economy Fund, New Perspective Fund, Inc., New World Fund, Inc.,
SMALLCAP World Fund, Inc., The Tax-Exempt Bond Fund of America, Inc., The
Tax-Exempt Fund of California, The Tax-Exempt Fund of Maryland, The Tax-Exempt
Fund of Virginia, The Tax-Exempt Money Fund of America, The U. S. Treasury
Money Fund of America, U.S. Government Securities Fund and Washington Mutual
Investors Fund, Inc. Capital Research and Management Company also manages
American Variable Insurance Series and Anchor Pathway Fund, which serve as the
underlying investment vehicle for certain variable insurance contracts; and
Endowments, whose shareholders are limited to (i) any entity exempt from
taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended ("501(c)(3) organization"); (ii) any trust, the present or future
beneficiary of which is a 501(c)(3) organization, and (iii) any other entity
formed for the primary purpose of benefiting a 501(c)(3) organization. An
affiliate of Capital Research and Management Company, Capital International,
Inc., manages Emerging Markets Growth Fund, Inc.
3 Since the deferred compensation plan's adoption, the total amount of deferred
compensation accrued by the fund (plus earnings thereon) during the 1999
fiscal year for participating Trustees is as follows: Robert A. Fox
($183,915), Koichi Itoh ($63,532), William H. Kling ($102,938), John G.
McDonald ($111,321), William I. Miller ($63,326), Kirk P. Pendleton ($59,172)
and Donald E. Petersen ($23,176). Amounts deferred and accumulated earnings
thereon are not funded and are general unsecured liabilities of the fund until
paid to the Trustees.
4 Mark E. Denning, Gina H. Despres and Thierry Vandeventer are affiliated with
the Investment Adviser and, accordingly, receive no compensation from the
fund.
EuroPacific Growth Fund - Page 10
OFFICERS
POSITION(S) PRINCIPAL OCCUPATION(S) DURING
NAME AND ADDRESS AGE WITH REGISTRANT PAST 5 YEARS
-------------------------------------------------------------------------------
Stephen E. Bepler 57 Executive Vice Senior Vice President, Capital
630 Fifth Avenue President Research Company*
New York, NY 10111
-------------------------------------------------------------------------------
Robert W. Lovelace 36 Senior Vice Executive Vice President and
11100 Santa Monica President Director, Capital Research
Blvd. Company*
Los Angeles, CA 90025
-------------------------------------------------------------------------------
Janet A. McKinley 45 Senior Vice Director, Capital Research and
630 Fifth Avenue President Management Company. Senior Vice
New York, NY 10111 President, Capital Research
Company*
-------------------------------------------------------------------------------
Alwyn Heong 39 Vice President Vice President, Capital Research
630 Fifth Avenue Company*
New York, NY 10111
-------------------------------------------------------------------------------
Hiromi Ishikawa 38 Vice President Vice President, Capital Research
Yamato Seimei Building Company
1-1-7 Uchisaiwaicho,
Chiyodaku
Tokyo 100, Japan
-------------------------------------------------------------------------------
Vincent P. Corti 43 Secretary Vice President - Fund Business
333 South Hope Street Management Group, Capital
Los Angeles, CA 90071 Research
and Management Company
-------------------------------------------------------------------------------
R. Marcia Gould 45 Treasurer Vice President - Fund Business
135 South State Management Group, Capital
College Blvd. Research
Brea, CA 92821 and Management Company
-------------------------------------------------------------------------------
Dayna G. Yamabe 32 Assistant Assistant Vice President - Fund
135 South State Treasurer Business Management Group,
College Blvd. Capital
Brea, CA 92821 Research and Management Company
-------------------------------------------------------------------------------
|
* Company affiliated with Capital Research and Management Company.
No compensation is paid by the fund to any officer or Trustee who is a director, officer or employee of the Investment Adviser or affiliated companies.
The fund pays annual fees of $18,000 to Trustees who are not affiliated with the Investment Adviser, plus $1,000 for each Board of Trustees meeting attended, plus $500 for each meeting attended as a member of a committee of the Board of Trustees. No pension or retirement benefits are accrued as part of fund expenses. The 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 Trustees who are not affiliated with the Investment Adviser. As of February 15, 2000 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.
EuroPacific Growth Fund - Page 11
MANAGEMENT
INVESTMENT ADVISER - The Investment Adviser, founded in 1931, maintains research facilities in the U.S. and abroad (Los Angeles, San Francisco, New York, Washington, D.C., London, Geneva, Hong Kong, Singapore and Tokyo), with a staff of professionals, many of whom have a number of years of investment experience. The Investment Adviser is located at 333 South Hope Street, Los Angeles, CA 90071, and at 135 South State College Boulevard, Brea, CA 92821. The Investment Adviser's research professionals travel several million miles a year, making more than 5,000 research visits in more than 50 countries around the world. The Investment Adviser believes that it is able to attract and retain quality personnel. The Investment Adviser is a wholly owned subsidiary of The Capital Group Companies, Inc.
The Investment Adviser is responsible for managing more than $300 billion of stocks, bonds and money market instruments and serves over 11 million shareholder accounts of all types throughout the world. These investors include privately owned businesses and large corporations as well as schools, colleges, foundations and other non-profit and tax-exempt organizations.
INVESTMENT ADVISORY AND SERVICE AGREEMENT - The Investment Advisory and Service Agreement (the "Agreement") between the fund and the Investment Adviser will continue in effect until December 31, 2000, 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 (i) 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 (ii) the vote of a majority of Trustees who are not parties to the Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. The Agreement provides that the Investment Adviser has no liability to the fund for its acts or omissions in the performance of its obligations to the fund not involving willful misconduct, bad faith, gross negligence or reckless disregard of its obligations under the Agreement. The Agreement also provides that either party has the right to terminate it, without penalty, upon 60 days' written notice to the other party, and that the Agreement automatically terminates in the event of its assignment (as defined in the 1940 Act).
The Investment Adviser, in addition to providing investment advisory services, furnishes the services and pays the compensation and travel expenses of persons to perform the executive, administrative, clerical and bookkeeping functions of the fund, and provides suitable office space, necessary small office equipment and utilities, general purpose accounting forms, supplies, and postage used at the offices of the fund. The fund pays all expenses not assumed by the Investment Adviser, including, but not limited to, custodian, stock transfer and dividend disbursing fees and expenses; costs of the designing, printing and mailing of reports, prospectuses, proxy statements, and notices to its shareholders; taxes; expenses of the issuance and redemption of shares of the fund (including stock certificates, registration and qualification fees and expenses); expenses pursuant to the fund's Plans of Distribution (described below); legal and auditing expenses; compensation, fees, and expenses paid to directors unaffiliated with the Investment Adviser; association dues; costs of stationery and forms prepared exclusively for the fund; and costs of assembling and storing shareholder account data.
As compensation for its services, the Investment Adviser receives a monthly fee which is accrued daily, calculated at the annual rate of 0.69% on the first $500 million of the fund's average net assets, 0.59% of such assets in excess of $500 million but not exceeding $1.0
EuroPacific Growth Fund - Page 12
billion, 0.53% of such assets in excess of $1.0 billion but not exceeding $1.5 billion, 0.50% of such assets in excess of $1.5 billion but not exceeding $2.5 billion, 0.48% of such assets in excess of $2.5 billion but not exceeding $4.0 billion, 0.47% of such assets in excess of $4.0 billion but not exceeding $6.5 billion, 0.46% of such assets in excess of $6.5 billion but not exceeding $10.5 billion, 0.45% of such assets in excess of $10.5 billion but not exceeding $17 billion, and 0.445% of such assets in excess of $17 billion.
The Investment Adviser has agreed that in the event the expenses of the fund (with the exclusion of interest, taxes, brokerage costs, extraordinary expenses such as litigation and acquisitions or other expenses excludable under applicable state securities laws or regulations) for any fiscal year ending on a date on which the Agreement is in effect, exceed the expense limitations, if any, applicable to the fund pursuant to state securities laws or any regulations thereunder, it will reduce its fee by the extent of such excess and, if required pursuant to any such laws or any regulations thereunder, will reimburse the fund in the amount of such excess.
For the fiscal years ended March 31, 1999, 1999, and 1998, the Investment Adviser received advisory fees of $96,690,000, $90,507,000, and $70,142,000, respectively.
PRINCIPAL UNDERWRITER - 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, 135 South State College Boulevard, Brea, CA 92821, 3500 Wiseman Boulevard, San Antonio, TX 78251, 8332 Woodfield Crossing Boulevard, Indianapolis, IN 46240, and 5300 Robin Hood Road, Norfolk, VA 23513. The fund has adopted Plans of Distribution (the Plans), pursuant to rule 12b-1 under the 1940 Act. The Principal Underwriter receives amounts payable pursuant to the Plans (see below) and commissions consisting of that portion of the sales charge remaining after the discounts which it allows to investment dealers. Commissions retained by the Principal Underwriter on sales of Class A shares during the 1999 fiscal year amounted to $6,399,000 after allowance of $31,625,000 to dealers.
During the fiscal years ended 1999 and 1998 the Principal Underwriter retained $10,044,000 and $10,806,000, respectively on sales of Class A shares after an allowance of $50,962,000 and $55,552,000 to dealers, respectively.
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 trustees who are not "interested persons" of the fund and who have no direct or indirect financial interest in the operation of the Plans or the Principal Underwriting Agreement. The officers and trustees who are "interested persons" of the fund may be considered to have a direct or indirect financial interest in the operation of the Plans due to present or past affiliations with the Investment Adviser and related companies. Potential benefits of the Plans to the fund include shareholder services, savings to the fund in transfer agency costs, savings to the fund in advisory fees and other expenses, benefits to the investment process from growth or stability of assets and maintenance of a financially healthy management organization. The selection and nomination of trustees who are not "interested persons" of the fund are committed to the discretion of the trustees who are not "interested persons" during the existence of the Plans. Plan expenses are reviewed quarterly and the Plans must be renewed annually by the Board of Trustees.
Under the Plans the fund may expend up to 0.25% of its net assets annually for Class A shares and up to 1.00% of its net assets annually for Class B shares to finance any activity which is
EuroPacific Growth Fund - Page 13
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. For Class A shares these include up to 0.25% in service fees for qualified dealers and dealer commissions and wholesaler compensation on sales of shares exceeding $1 million purchased without a sales charge (including purchases by employer-sponsored defined contribution-type retirement plans investing $1 million or more or with 100 or more eligible employees, rollover IRA accounts as described in "Individual Retirement Account (IRA) Rollovers" below, and retirement plans, endowments or foundations with $50 million or more in assets). For Class B shares these include 0.25% in service fees for qualified dealers and 0.75% in payments to the Principal Underwriter for financing commissions paid to qualified dealers selling Class B shares.
Commissions on sales of Class A shares exceeding $1 million (including purchases by any employer-sponsored 403(b) plan or purchases by any defined contribution plan qualified under Section 401(a) of the Internal Revenue Code, including any "401(k)" plan with 100 or more eligible employees) in excess of the Class A Plan limitation not reimbursed during the most recent fiscal quarter are recoverable for five quarters, provided that such commissions do not exceed the annual expense limit. After five quarters, these commissions are not recoverable. During the 1999 fiscal year, the fund paid or accrued $48,882,000 for compensation to dealers or the Principal Underwriter under the Plan for Class A shares. As of March 31, 1999, accrued and unpaid expenses were $3,794,000.
OTHER COMPENSATION TO DEALERS - The Principal Underwriter, at its expense (from a designated percentage of its income), currently provides additional compensation to dealers. Currently these payments are limited to the top 100 dealers who have sold shares of the fund or other funds in The American Funds Group. These payments will be based principally on a pro rata share of a qualifying dealer's sales. The Principal Underwriter will, on an annual basis, determine the advisability of continuing these payments.
DIVIDENDS, DISTRIBUTIONS AND TAXES
DIVIDENDS - The fund intends to follow the practice of distributing substantially all of its investment company taxable income which includes any excess of net realized short-term gains over net realized long-term capital losses. Additional distributions may be made, if necessary. The fund also intends to follow the practice of distributing the entire excess of net realized long-term capital gains over net realized short-term capital losses. However, the fund may retain all or part of such gain for reinvestment, after paying the related federal taxes for which shareholders may then be able to claim a credit against their federal tax liability. If the fund does not distribute the amount of capital gain and/or net investment income required to be distributed by an excise tax provision of the Code, the fund may be subject to that excise tax. In certain circumstances, the fund may determine that it is in the interest of shareholders to distribute less than the required amount. In this case, the fund will pay any income or excise taxes due.
Dividends will be reinvested in shares of the fund unless shareholders indicate in writing that they wish to receive them in cash or in shares of other American Funds, as provided in the prospectus.
TAXES - The fund has elected to be treated as a regulated investment company under Subchapter M of 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
EuroPacific Growth Fund - Page 14
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.
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"
means the sum of (i) 98% of ordinary income (generally net investment income)
for the calendar year, (ii) 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
(iii) 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 (i) amounts actually distributed
by the fund from its current year's ordinary income and capital gain net income
and (ii) any amount on which the fund pays income tax during the periods
described above. The fund intends to distribute net investment income and net
capital gains so as to minimize or avoid the excise tax liability.
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, if any. Net capital gains for a fiscal year are computed by taking into account any capital loss carry-forward 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 20% 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 their related tax credit.
Distributions of investment company taxable income are taxable to shareholders as ordinary income.
Distributions of the excess of net long-term capital gains over net short-term capital losses which the fund properly designates as "capital gain dividends" generally will be taxable to individual shareholders at a maximum 20% capital gains rate, regardless of the length of time the shares of the fund have been held by such shareholders. Such distributions are not eligible for the dividends-received deduction. 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 gain during such six-month period.
Distributions of investment company taxable income and net realized capital gains to individual shareholders will be taxable as described above, whether received in shares or in cash. Shareholders electing to receive distributions in the form of additional shares will have a cost
EuroPacific Growth Fund - Page 15
basis for federal income tax purposes in each share so received equal to the net asset value of a share on the reinvestment date.
All distributions of investment company taxable income and net realized capital gain, whether received in shares or in cash, must be reported by each shareholder subject to tax on his or her federal income tax return. Dividends and capital gains distributions declared in October, November or December and payable to shareholders of record in such a month will be deemed to have been received by shareholders on December 31 if paid during January of the following year. Redemptions of shares, including exchanges for shares of another American Fund, may result in tax consequences (gain or loss) to the shareholder and must also be reported on the shareholder's federal income tax return.
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 will be eligible for the deduction for dividends received by corporations. Shareholders will be informed of the portion of dividends which so qualify. 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.
Distributions by the fund result in a reduction in the net asset value of the fund's shares. Should a distribution reduce the net asset value below a shareholder's cost basis, such distribution would nevertheless be taxable to the shareholder as ordinary income or capital gain as described above, even though, from an investment standpoint, it may constitute a partial return of investment capital. For this reason, 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 then receive a partial return of investment capital upon the distribution, which will nevertheless be taxable to them.
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 which must be distributed to shareholders in order to maintain the qualification of the fund as a regulated investment company and to avoid federal income tax at the level of the fund. Shareholders will be subject to income tax on such original issue discount, whether or not they elect to receive their distributions in cash.
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 the shares of a regulated investment company may be subject to withholding of federal income tax at the rate of 31% in the case of non-exempt U.S. shareholders who fail to furnish the investment company 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
EuroPacific Growth Fund - Page 16
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.
Shareholders of the fund may be subject to state and local taxes on distributions received from the fund and on redemptions of the fund's shares.
Each distribution is accompanied by a brief explanation of the form and character of the distribution. In January of each year fund shareholders will receive a statement of the federal income tax status of all distributions.
Dividend and interest income received by the fund from sources outside the U.S. may be subject to withholding and other taxes imposed by such foreign jurisdictions. Tax conventions between certain countries and the U.S. may reduce or eliminate these foreign taxes, however. Most foreign countries do not impose taxes on capital gains in respect of investments by foreign investors.
The fund may make the election permitted under Section 853 of the Code so that shareholders may (subject to limitations) be able to claim a credit or deduction on their federal income tax returns for, and will be required to treat as part of the amounts distributed to them, their pro rata portion of qualified taxes paid by the Fund to foreign countries (which taxes relate primarily to investment income). The fund may make an election under Section 853 of the Code, provided that more than 50% of the value of the total assets of the fund at the close of the taxable year consists of securities in foreign corporations. The foreign tax credit available to shareholders is subject to certain limitations imposed by the Code.
Under the Code, gains or losses attributable to fluctuations in exchange rates which 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.
EuroPacific Growth Fund - Page 17
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.
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 at a lower rate under an applicable income tax treaty) on dividend income received by him or her.
Shareholders should consult their tax advisers about the application of the provisions of tax law described in this statement of additional information in light of their particular tax situations.
EuroPacific Growth Fund - Page 18
PURCHASE OF SHARES
METHOD INITIAL INVESTMENT ADDITIONAL INVESTMENTS
-------------------------------------------------------------------------------
See "Purchase $50 minimum (except where a
Minimums" for initial lower minimum is noted under
investment minimums. "Purchase Minimums").
-------------------------------------------------------------------------------
By contacting Visit any investment Mail directly to your
your investment dealer dealer who is investment dealer's address
registered in the printed on your account
state where the statement.
purchase is made and
who has a sales
agreement with
American Funds
Distributors.
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By mail Make your check Fill out the account additions
payable to the fund form at the bottom of a recent
and mail to the account statement, make your
address indicated on check payable to the fund,
the account write your account number on
application. Please your check, and mail the check
indicate an investment and form in the envelope
dealer on the account provided with your account
application. statement.
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By telephone Please contact your Complete the "Investments by
investment dealer to Phone" section on the account
open account, then application or American
follow the procedures FundsLink Authorization Form.
for additional Once you establish the
investments. privilege, you, your financial
advisor or any person with your
account information can call
American FundsLine(R) and make
investments by telephone
(subject to conditions noted in
"Shareholder Account Services
and Privileges - Telephone and
Computer Purchases, Redemptions
and Exchanges" below).
-------------------------------------------------------------------------------
By computer Please contact your Complete the American FundsLink
investment dealer to Authorization Form. Once you
open account, then established the privilege, you,
follow the procedures your financial advisor or any
for additional person with your account
investments. information may access American
FundsLine OnLine(R) on the
Internet and make investments
by computer (subject to
conditions noted in
"Shareholder Account Services
and Privileges - Telephone and
Computer Purchases, Redemptions
and Exchanges" below).
-------------------------------------------------------------------------------
By wire Call 800/421-0180 to Your bank should wire your
obtain your account additional investments in the
number(s), if same manner as described under
necessary. Please "Initial Investment."
indicate an investment
dealer on the account.
Instruct your bank to
wire funds to:
Wells Fargo Bank
155 Fifth Street,
Sixth Floor
San Francisco, CA
94106
(ABA#121000248)
For credit to the
account of:
American Funds Service
Company a/c#
4600-076178
(fund name)
(your fund acct. no.)
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THE FUNDS AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO REJECT ANY
PURCHASE ORDER.
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|
PURCHASE MINIMUMS - The minimum initial investment for all funds in The American Funds Group, except the money market funds and the state tax-exempt funds, is $250. The minimum initial investment for the money market funds (The Cash Management Trust of America, The Tax--
EuroPacific Growth Fund - Page 19
Exempt Money Fund of America, and The U.S. Treasury Money Fund of America) and the state tax-exempt funds (The Tax-Exempt Fund of California, The Tax-Exempt Fund of Maryland, and The Tax-Exempt Fund of Virginia) is $1,000. Purchase minimums are reduced to $50 for purchases through "Automatic Investment Plans" (except for the money market funds) or to $25 for purchases by retirement plans through payroll deductions and may be reduced or waived for shareholders of other funds in The American Funds Group. TAX-EXEMPT FUNDS SHOULD NOT SERVE AS RETIREMENT PLAN INVESTMENTS. The minimum is $50 for additional investments (except as noted above).</r.
PURCHASE MAXIMUM FOR CLASS B SHARES - The maximum purchase order for Class B shares for all American Funds is $100,000. For investments above $100,000 Class A shares are generally a less expensive option over time due to sales charge reductions or waivers.
FUND NUMBERS - Here are the fund numbers for use with our automated phone line, American FundsLine/(R)/ (see description below):
FUND FUND
NUMBER NUMBER
FUND CLASS A CLASS B
---- ------- -------
STOCK AND STOCK/BOND FUNDS
AMCAP Fund/(R)/ . . . . . . . . . . . . . . . . . . . . 02 202
American Balanced Fund/(R)/ . . . . . . . . . . . . . . 11 211
American Mutual Fund/(R)/ . . . . . . . . . . . . . . . 03 203
Capital Income Builder/(R)/ . . . . . . . . . . . . . . 12 212
Capital World Growth and Income Fund/SM/ . . . . . . . 33 233
EuroPacific Growth Fund/(R)/ . . . . . . . . . . . . . 16 216
Fundamental Investors/SM/ . . . . . . . . . . . . . . . 10 210
The Growth Fund of America/(R)/ . . . . . . . . . . . . 05 205
The Income Fund of America/(R)/ . . . . . . . . . . . . 06 206
The Investment Company of America/(R)/ . . . . . . . . 04 204
The New Economy Fund/(R)/ . . . . . . . . . . . . . . . 14 214
New Perspective Fund/(R)/ . . . . . . . . . . . . . . . 07 207
New World Fund/SM/ . . . . . . . . . . . . . . . . . . 36 236
SMALLCAP World Fund/(R)/ . . . . . . . . . . . . . . . 35 235
Washington Mutual Investors Fund/SM/ . . . . . . . . . 01 201
BOND FUNDS
American High-Income Municipal Bond Fund/(R)/ . . . . . 40 240
American High-Income Trust/SM/ . . . . . . . . . . . . 21 221
The Bond Fund of America/SM/ . . . . . . . . . . . . . 08 208
Capital World Bond Fund/(R)/ . . . . . . . . . . . . . 31 231
Intermediate Bond Fund of America/SM/ . . . . . . . . . 23 223
Limited Term Tax-Exempt Bond Fund of America/SM/ . . . 43 243
The Tax-Exempt Bond Fund of America/(R)/ . . . . . . . 19 219
The Tax-Exempt Fund of California/(R)/* . . . . . . . . 20 220
The Tax-Exempt Fund of Maryland/(R)/* . . . . . . . . . 24 224
The Tax-Exempt Fund of Virginia/(R)/* . . . . . . . . . 25 225
U.S. Government Securities Fund/SM/ . . . . . . . . . . 22 222
MONEY MARKET FUNDS
The Cash Management Trust of America/(R)/ . . . . . . . 09 209
The Tax-Exempt Money Fund of America/SM/ . . . . . . . 39 N/A
The U.S. Treasury Money Fund of America/SM/ . . . . . . 49 N/A
___________
*Available only in certain states.
|
EuroPacific Growth Fund - Page 20
SALES CHARGES
CLASS A SALES CHARGES - The sales charges you pay when purchasing Class A shares of stock, stock/bond, and bond funds of The American Funds Group are set forth below. The money market funds of The American Funds Group are offered at net asset value. (See "Fund Numbers" for a listing of the funds.)
DEALER
SALES CHARGE AS CONCESSION
PERCENTAGE OF THE: AS PERCENTAGE
------------------ OF THE
AMOUNT OF PURCHASE
AT THE OFFERING PRICE NET AMOUNT OFFERING OFFERING
-INVESTED- PRICE PRICE
------------------------------------------ -------- ----- -----
STOCK AND STOCK/BOND FUNDS
Less than $25,000 . . . . . . . . . 6.10% 5.75% 5.00%
$25,000 but less than $50,000 . . . 5.26 5.00 4.25
$50,000 but less than $100,000. . 4.71 4.50 3.75
BOND FUNDS
Less than $100,000 . . . . . . . . 3.90 3.75 3.00
STOCK, STOCK/BOND, AND BOND FUNDS
$100,000 but less than $250,000 . 3.63 3.50 2.75
$250,000 but less than $500,000 . 2.56 2.50 2.00
$500,000 but less than $750,000 . 2.04 2.00 1.60
$750,000 but less than $1 million 1.52 1.50 1.20
$1 million or more . . . . . . . . . . none none (see below)
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|
CLASS A PURCHASES NOT SUBJECT TO SALES CHARGES - Investments of $1 million or more are sold with no initial sales charge. HOWEVER, A 1% CONTINGENT DEFERRED SALES CHARGE (CDSC) MAY BE IMPOSED IF REDEMPTIONS ARE MADE WITHIN ONE YEAR OF PURCHASE. Employer-sponsored defined contribution-type plans investing $1 million or more, or with 100 or more eligible employees, and Individual Retirement Account rollovers from retirement plan assets invested in the American Funds (see "Individual Retirement Account (IRA) Rollovers" below) may invest with no sales charge and are not subject to a contingent deferred sales charge. Investments made by
EuroPacific Growth Fund - Page 21
investors in certain qualified fee-based programs, and retirement plans, endowments or foundations with $50 million or more in assets may also be made with no sales charge and are not subject to a CDSC. A dealer concession of up to 1% may be paid by the fund under its Plan of Distribution on investments made with no initial sales charge.
In addition, Class A shares of the stock, stock/bond and bond funds may be sold at net asset value to:
(1) current or retired directors, trustees, officers and advisory board members of, and certain lawyers who provide services to, the funds managed by Capital Research and Management Company, current or retired employees of Washington Management Corporation, current or retired employees and partners of The Capital Group Companies, Inc. and its affiliated companies, certain family members and employees of the above persons, and trusts or plans primarily for such persons;
(2) current registered representatives, retired registered representatives with respect to accounts established while active, or full-time employees (and their spouses, parents, and children) of dealers who have sales agreements with the Principal Underwriter (or who clear transactions through such dealers) and plans for such persons or the dealers;
(3) companies exchanging securities with the fund through a merger, acquisition or exchange offer;
(4) trustees or other fiduciaries purchasing shares for certain retirement plans of organizations with retirement plan assets of $50 million or more;
(5) insurance company separate accounts;
(6) accounts managed by subsidiaries of The Capital Group Companies, Inc.; and
(7) The Capital Group Companies, Inc., its affiliated companies and Washington Management Corporation. Shares are offered at net asset value to these persons and organizations due to anticipated economies in sales effort and expense.
CONTINGENT DEFERRED SALES CHARGE ON CLASS A SHARES - A contingent deferred sales charge of 1% applies to redemptions made from funds, other than the money market funds, within 12 months following Class A share purchases of $1 million or more made without an initial sales charge. The charge is 1% of the lesser of the value of the shares redeemed (exclusive of reinvested dividends and capital gain distributions) or the total cost of such shares. Shares held the longest are assumed to be redeemed first for purposes of calculating this CDSC. The CDSC may be waived in certain circumstances. See "CDSC Waivers for Class A Shares" below.
DEALER COMMISSIONS ON CLASS A SHARES - The following commissions (up to 1%) will be paid to dealers who initiate and are responsible for purchases of $1 million or more, for purchases by any employer-sponsored defined contribution plan investing $1 million or more, or with 100 or more eligible employees, IRA rollover accounts (as described in "Individual Retirement Account (IRA) Rollovers" below), and for purchases made at net asset value by certain retirement plans, endowments and foundations with collective assets of $50 million or more: 1.00% on amounts of $1 million to $4 million, 0.50% on amounts over $4 million to $10 million, and 0.25% on amounts over $10 million.
EuroPacific Growth Fund - Page 22
CLASS B SALES CHARGES - Class B shares are sold without any initial sales charge. However, a CDSC may be applied to shares you sell within six years of purchase, as shown in the table below:
CONTINGENT DEFERRED SALES CHARGE
ON SHARES SOLD WITHIN YEAR AS A % OF SHARES BEING SOLD
------------------------------------------------------------------------------
1 5.00%
2 4.00%
3 4.00%
4 3.00%
5 2.00%
6 1.00%
|
There is no CDSC on appreciation in share value above the initial purchase price
or on shares acquired through reinvestment of dividends or capital gain
distributions. In addition, the CDSC may be waived in certain circumstances.
See "CDSC Waivers for Class B shares" below. The CDSC is based on the original
purchase cost or the current market value of the shares being sold, whichever is
less. In processing redemptions of Class B shares, shares that are not subject
to any CDSC will be redeemed first and then shares that you have owned the
longest during the six-year period. CLASS B SHARES ARE NOT AVAILABLE TO CERTAIN
RETIREMENT PLANS, INCLUDING GROUP RETIREMENT PLANS SUCH AS 401(K) PLANS,
EMPLOYER-SPONSORED 403(B) PLANS, AND MONEY PURCHASE PENSION AND PROFIT SHARING
PLANS.
Compensation equal to 4% of the amount invested is paid by the Principal Underwriter to dealers who sell Class B shares.
CONVERSION OF CLASS B SHARES TO CLASS A SHARES - Class B shares automatically convert to Class A shares in the month of the eight-year anniversary of the purchase date. The conversion of Class B shares to Class A shares after eight years is subject to the Internal Revenue Service's continued position that the conversion of Class B shares is not subject to federal income tax. In the event the Internal Revenue Service no longer takes this position, the automatic conversion feature may be suspended, in which event no further conversions of Class B shares would occur while such suspension remained in effect. At your option, Class B shares may still be exchanged for Class A shares on the basis of relative net asset value of the two classes, without the imposition of a sales charge or fee; HOWEVER, SUCH AN EXCHANGE COULD CONSTITUTE A TAXABLE EVENT FOR YOU, AND ABSENT SUCH AN EXCHANGE, CLASS B SHARES WOULD CONTINUE TO BE SUBJECT TO HIGHER EXPENSES FOR LONGER THAN EIGHT YEARS.
SALES CHARGE REDUCTIONS AND WAIVERS
REDUCING YOUR CLASS A SALES CHARGE - You and your "immediate family" (your spouse and your children under age 21) may combine investments to reduce your costs. You must let your investment dealer or American Funds Service Company (the "Transfer Agent") know if you qualify for a reduction in your sales charge using one or any combination of the methods described below.
EuroPacific Growth Fund - Page 23
STATEMENT OF INTENTION - You may enter into a non-binding commitment to purchase shares of a fund(s) over a 13-month period and receive the same sales charge as if all shares had been purchased at once. This includes purchases made during the previous 90 days, but does not include appreciation of your investment or reinvested distributions. The reduced sales charges and offering prices set forth in the Prospectus apply to purchases of $25,000 or more made within a 13-month period subject to the following statement of intention (the "Statement"). The Statement is not a binding obligation to purchase the indicated amount. When a shareholder elects to use a Statement in order to qualify for a reduced sales charge, shares equal to 5% of the dollar amount specified in the Statement will 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 13-month period, the purchaser will 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. If the difference is not paid by the close of the 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 will be liable to the Principal Underwriter for the balance still outstanding. The Statement may be revised upward at any time during the 13-month period, and such a revision will be treated as a new Statement, except that the 13-month period during which the purchase must be made will remain unchanged. Existing holdings eligible for rights of accumulation (see below), as well as purchases of Class B shares, and any individual investments in American Legacy variable annuities and variable life insurance policies (American Legacy, American Legacy II and American Legacy III variable annuities, American Legacy Life, American Legacy Variable Life, and American Legacy Estate Builder) may be credited toward satisfying the Statement. During the Statement period reinvested dividends and capital gain distributions, investments in money market funds, and investments made under a right of reinstatement will not be credited toward satisfying the Statement.
When the trustees of certain retirement plans purchase shares by payroll deduction, the sales charge for the investments made during the 13-month period will be handled as follows: The regular monthly payroll deduction investment will be multiplied by 13 and then multiplied by 1.5. The current value of existing American Funds investments (other than money market fund investments) and any rollovers or transfers reasonably anticipated to be invested in non-money market American Funds during the 13-month period, and any individual investments in American Legacy variable annuities and variable life insurance policies are added to the figure determined above. The sum is the Statement amount and applicable breakpoint level. On the first investment and all other investments made pursuant to the Statement, a sales charge will be assessed according to the sales charge breakpoint thus determined. There will be no retroactive adjustments in sales charges on investments made during the 13-month period.
Shareholders purchasing shares at a reduced sales charge under a Statement indicate their acceptance of these terms with their first purchase.
AGGREGATION - Sales charge discounts are available for certain aggregated investments. Qualifying investments include those by you, your spouse and your children under the age of 21, if all parties are purchasing shares for their own accounts and/or:
EuroPacific Growth Fund - Page 24
. employee benefit plan(s), such as an IRA, individual-type 403(b) plan, or single-participant Keogh-type plan;
. business accounts solely controlled by these individuals (for example, the individuals own the entire business);
. trust accounts established by the above individuals. However, if the person(s) who established the trust is deceased, the trust account may be aggregated with accounts of the person who is the primary beneficiary of the trust.
Individual purchases by a trustee(s) or other fiduciary(ies) may also be aggregated if the investments are:
. for a single trust estate or fiduciary account, including an employee benefit plan other than those described above;
.
made for two or more employee benefit plans of a single employer or of
affiliated employers as defined in the 1940 Act, again excluding
employee benefit plans described above; or
. for a diversified common trust fund or other diversified pooled account not specifically formed for the purpose of accumulating fund shares.
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 - You may combine purchases of Class A and/or B shares of two or more funds in The American Funds Group, as well as individual holdings in American Legacy variable annuities and variable life insurance policies. Direct purchases of the money market funds are excluded. Shares of money market funds purchased through an exchange, reinvestment or cross-reinvestment from a fund having a sales charge do qualify.
RIGHTS OF ACCUMULATION - You may take into account the current value of your existing Class A and B holdings in The American Funds Group, as well as your holdings in Endowments (shares of which may be owned only by tax-exempt organizations), to determine your sales charge on investments in accounts eligible to be aggregated, or when making a gift to an individual or charity. When determining your sales charge, you may also take into account the value of your individual holdings, as of the end of the week prior to your investment, in various American Legacy variable annuit
CDSC WAIVERS FOR CLASS A SHARES - Any CDSC on Class A shares may be waived in the following cases:
(1) Exchanges (except if shares acquired by exchange are then redeemed within 12 months of the initial purchase).
EuroPacific Growth Fund - Page 25
(2) Distributions from 403(b) plans or IRAs due to death, post-purchase disability or attainment of age 59-1/2.
(3) Tax-free returns of excess contributions to IRAs.
(4) Redemptions through systematic withdrawal plans (see "Automatic Withdrawals" below), not exceeding 12% of the net asset value of the account each year.
CDSC WAIVERS FOR CLASS B SHARES - Any CDSC on Class B shares may be waived in the following cases:
(1) Systematic withdrawal plans (SWPs) - investors who set up a SWP (see "Automatic Withdrawals" below) may withdraw up to 12% of the net asset value of their account each year without incurring any CDSC. Shares not subject to a CDSC (such as shares representing reinvestment of distributions) will be redeemed first and will count toward the 12% limitation. If there are insufficient shares not subject to a CDSC, shares subject to the lowest CDSC will be redeemed next until the 12% limit is reached.
The 12% fee from CDSC limit is calculated on a pro rata basis at the time the first payment is made and is recalculated thereafter on a pro rata basis at the time of each SWP payment. Shareholders who establish a SWP should be aware that the amount of that payment not subject to a CDSC may vary over time depending on fluctuations in net asset value of their account. This privilege may be revised or terminated at any time.
(2) Required minimum distributions taken from retirement accounts upon the attainment of age 70-1/2.
(3) Distributions due to death or post-purchase disability of a shareholder. In the case of joint tenant accounts, if one joint tenant dies, the surviving joint tenant(s), at the time they notify the Transfer Agent of the decedent's death and remove his/her name from the account, may redeem shares from the account without incurring a CDSC. Redemptions subsequent to the notification to the Transfer Agent of the death of one of the joint owners will be subject to a CDSC.
INDIVIDUAL RETIREMENT ACCOUNT (IRA) ROLLOVERS
Assets from an employer-sponsored retirement plan (plan assets) may be invested in any class of shares of the American Funds (except as described below) through an IRA rollover plan. All such rollover investments will be subject to the terms and conditions for Class A and B shares contained in the fund's current prospectus and statement of additional information. In the case of an IRA rollover involving plan assets from a plan that offered the American Funds, the assets may only be invested in Class A shares of the American Funds. Such investments will be at net asset value and will not be subject to a contingent deferred sales charge. Dealers who initiate and are responsible for such investments will be compensated pursuant to the schedule applicable to investments of $1 million or more (see "Dealer Commissions on Class A Shares" above).
PRICE OF SHARES
Shares are purchased at the offering price next determined after the purchase order is received and accepted by the fund or the Transfer Agent; this offering price is effective for orders received
EuroPacific Growth Fund - Page 26
prior to the time of determination of the net asset value and, in the case of orders placed with dealers, accepted by the Principal Underwriter prior to its close of business. In the case of orders sent directly to the fund or the Transfer Agent, an investment dealer MUST be indicated. The dealer is responsible for promptly transmitting purchase orders to the Principal Underwriter. Orders received by the investment dealer, 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. Prices which 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 whereas 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 4:00 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 1:00
p.m., the fund's share price would still be determined as of 4:00 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.
All portfolio securities of funds managed by Capital Research and Management Company (other than money market funds) are valued, and the net asset value per share is determined as follows:
1. Equity securities, including depositary receipts, are valued at 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. In cases where equity securities are traded on more than one exchange, the securities are valued on the exchange or market determined by the Investment Adviser to be the broadest and most representative market, which may be either a securities exchange or the over-the-counter market. Fixed-income securities are valued at prices obtained from a pricing service, when such prices are available; however, in circumstances where the Investment Adviser deems it appropriate to do so, such securities will be valued at the mean quoted bid and asked prices or at prices for securities of comparable maturity, quality and type.
Short-term securities maturing within 60 days are valued at amortized cost which approximates market value.
Assets or liabilities initially expressed in terms of non-U.S. currencies are translated prior to the next determination of the net asset value of the fund's shares into U.S. dollars at the prevailing market rates.
Securities and assets for which representative market quotations are not readily available are valued at fair value as determined in good faith under policies approved by the fund's Board. The fair value of all other assets is added to the value of securities to arrive at the total assets;
2. Liabilities, including accruals of taxes and other expense items, are deducted from total assets; and
3. Net assets so obtained are then divided by the total number of shares outstanding, and the result, rounded to the nearer cent, is the net asset value per share
EuroPacific Growth Fund - Page 27
Any purchase order may be rejected by the Principal Underwriter or by the fund. The Principal Underwriter will not knowingly sell shares of the fund directly or indirectly to any person or entity, where, after the sale, such person or entity would own beneficially directly or indirectly more than 4.5% of the outstanding shares of the fund without the consent of a majority of the fund's Board of Trustees.
SELLING SHARES
Shares are sold at the net asset value next determined after your request is received in good order by the Transfer Agent. Sales of certain Class A and B shares may be subject to deferred sales charges. You may sell (redeem) shares in your account in any of the following ways:
THROUGH YOUR DEALER (certain charges may apply)
- Shares held for you in your dealer's street name must be sold through the dealer.
WRITING TO AMERICAN FUNDS SERVICE COMPANY
- Requests must be signed by the registered shareholder(s)
- A signature guarantee is required if the redemption is:
- Over $50,000;
- Made payable to someone other than the registered shareholder(s); or
- Sent to an address other than the address of record, or an address of record which has been changed within the last 10 days.
Your signature may be guaranteed by a domestic stock exchange or the National Association of Securities Dealers, Inc., bank, savings association or credit union that is an eligible guarantor institution.
- Additional documentation may be required for sales of shares held in corporate, partnership or fiduciary accounts.
- You must include any shares you wish to sell that are in certificate form.
TELEPHONING OR FAXING AMERICAN FUNDS SERVICE COMPANY, OR BY USING AMERICAN
FUNDSLINE/(R)/ OR AMERICAN FUNDSLINE ONLINE/(R)/
- Redemptions by telephone or fax (including American FundsLine/(R)/ and American FundsLine OnLine/(R)/) are limited to $50,000 per shareholder each day.
- Checks must be made payable to the registered shareholder(s).
- Checks must be mailed to an address of record that has been used with the account for at least 10 days.
EuroPacific Growth Fund - Page 28
MONEY MARKET FUNDS
- You may have redemptions of $1,000 or more wired to your bank by writing American Funds Service Company.
- You may establish check writing privileges (use the money market funds 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 or registered shareholders exactly as indicated on your checking account signature card.
- Check writing is not available for Class B shares of The Cash Management Trust.
If you sell Class B shares and request a specific dollar amount to be sold, we will sell sufficient shares so that the sale proceeds, after deducting any contingent deferred sales charge, 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 15 calendar 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 reinvest proceeds from a redemption or a dividend or capital gain distribution of Class A or Class B shares without a sales charge in the Class A shares of any fund in The American Funds Group within 90 days after the date of the redemption or distribution (any contingent deferred sales charge on Class A shares will be credited to your account). Redemption proceeds of shares representing direct purchases in the money market funds are excluded. Proceeds will be reinvested at the next calculated net asset value after your request is received and accepted by the Transfer Agent.
SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES
AUTOMATIC INVESTMENT PLAN - An automatic investment plan enables you to make monthly or quarterly investments into 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 you would like to invest ($50 minimum) 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. For example, if the date you specified falls on a weekend or holiday, your money will be invested on the next business day. If your bank account cannot be debited due to insufficient funds, a stop-payment or the closing of the account, the
EuroPacific Growth Fund - Page 29
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 writing to the Transfer Agent.
AUTOMATIC REINVESTMENT - Dividends and capital gain distributions are reinvested in additional shares of the same class at no sales charge 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.
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 will automatically be converted to having all dividends and other distributions reinvested in additional shares.
CROSS-REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS - You may cross-reinvest dividends and capital gains ("distributions") of the same share class into any other fund in The American Funds Group at net asset value, subject to the following conditions:
(a) 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),
(b) If the value of the account of the fund receiving distributions is below the minimum initial investment requirement, distributions must be automatically reinvested,
(c) 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.
EXCHANGE PRIVILEGE - You may only exchange shares into other funds in The American Funds Group within the same class. However, exchanges from Class A shares of The Cash Management Trust of America may be made to Class B shares of any other American Fund for dollar cost averaging purposes. Exchange purchases are subject to the minimum investment requirements of the fund purchased and no sales charge generally applies. However, exchanges of shares from the money market funds are subject to applicable sales charges on the fund being purchased, unless the 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.
You may exchange shares by writing to the Transfer Agent (see "Redeeming Shares"), by contacting your investment dealer, by using American FundsLine and American FundsLine OnLine (see "American FundsLine and American FundsLine OnLine" below), or by telephoning 800/421-0180 toll-free, faxing (see "Principal Underwriter and Transfer Agent" in the prospectus for the appropriate fax numbers) or telegraphing the Transfer Agent. (See "Telephone and Computer Purchases, Redemptions and Exchanges" below.) Shares held in corporate-type retirement plans for which Capital Guardian Trust Company serves as trustee may not be exchanged by telephone, computer, fax or telegraph. Exchange redemptions and purchases are processed simultaneously at the share prices next determined after the exchange order is
EuroPacific Growth Fund - Page 30
received. (See "Purchase of Shares--Price of Shares.") THESE TRANSACTIONS HAVE
THE SAME TAX CONSEQUENCES AS ORDINARY SALES AND PURCHASES.
AUTOMATIC EXCHANGES - You may automatically exchange shares of the same class in amounts of $50 or more among any of the funds in The American Funds Group on any day (or preceding business day if the day falls on a non-business day of each month you designate.
AUTOMATIC WITHDRAWALS - Withdrawal payments are not to be considered as dividends, yield or income. 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.
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 and purchases through automatic investment plans and certain retirement plans will be confirmed at least quarterly.
AMERICAN FUNDSLINE AND AMERICAN FUNDSLINE ONLINE - You may check your share balance, the price of your shares, or your most recent account transaction, redeem shares (up to $50,000 per shareholder each day), or exchange shares around the clock with American FundsLine and American FundsLine OnLine. To use these services, call 800/325-3590 from a TouchTone(TM) telephone or access the American Funds Web site on the Internet at www.americanfunds.com. Redemptions and exchanges through American FundsLine and American FundsLine OnLine are subject to the conditions noted above and in "Shareholder Account Services and Privileges - Telephone and Computer Purchases, Redemptions and Exchanges" below. You will need your fund number (see the list of funds in The American Funds Group under "Purchase of Shares - Purchase Minimums" and "Purchase of Shares - 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.
TELEPHONE AND COMPUTER PURCHASES, REDEMPTIONS AND EXCHANGES - By using the telephone (including American FundsLine) or computer (including American FundsLine OnLine), fax or telegraph purchase, redemption and/or exchange options, you agree to hold the fund, the Transfer Agent, any of its affiliates or mutual funds managed by such affiliates, and each of their respective directors, trustees, officers, employees and agents harmless from any losses, expenses, costs or liability (including attorney fees) which may be incurred in connection with the exercise of these privileges. Generally, all shareholders are automatically eligible to use these options. However, you may elect to opt out of these options 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, 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.
EuroPacific Growth Fund - Page 31
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 owns of record 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.
SHARE CERTIFICATES - Shares are credited to your account and certificates are not issued unless you request them by writing to the Transfer Agent.
EXECUTION OF PORTFOLIO TRANSACTIONS
The Investment Adviser places orders for the fund's portfolio securities transactions. The Investment Adviser strives to obtain the best available prices in its portfolio transactions taking into account the costs and quality of executions. When, in the opinion of the Investment Adviser, two or more brokers (either directly or through their correspondent clearing agents) are in a position to obtain the best price and execution, preference may be given to brokers who have sold shares of the fund or who have provided investment research, statistical, or other related services to the Investment Adviser. The fund does not consider that it has an obligation to obtain the lowest available commission rate to the exclusion of price, service and qualitative considerations.
There are occasions on which portfolio transactions for the fund may be executed as part of concurrent authorizations to purchase or sell the same security for other funds served by the Investment Adviser, or for trusts or other accounts served by affiliated companies of the Investment Adviser. Although such concurrent authorizations potentially could be either advantageous or disadvantageous to the fund, they are effected only when the Investment Adviser believes that to do so is in the interest of the fund. When such concurrent authorizations occur, the objective is to allocate the executions in an equitable manner. The fund will not pay a mark-up for research in principal transactions.
Brokerage commissions paid on portfolio transactions for the fiscal years ended March 31, 1999, 1999 and 1998, amounted to $24,925,000, $22,795,000 and $18,418,000, respectively.
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 The Chase Manhattan Bank, One Chase Manhattan Plaza, New York, NY 10081, as Custodian. If the fund holds non-U.S. securities, the Custodian may hold these securities pursuant to sub-custodial arrangements in non-U.S. banks or non-U.S. branches of U.S. banks.
TRANSFER AGENT - American Funds Service Company, a wholly owned subsidiary of the Investment Adviser, maintains the records of each shareholder's account, 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. American Funds Service Company was paid a fee of $15,869,000 for the 1999 fiscal year.
INDEPENDENT ACCOUNTANTS - PricewaterhouseCoopers LLP, 400 South Hope Street, Los Angeles, CA 90071, serves as the fund's independent accountants providing audit services,
EuroPacific Growth Fund - Page 32
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 so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in accounting and auditing. The selection of the fund's independent accountants is reviewed and determined annually by the Board of Trustees.
PROSPECTUSES AND REPORTS TO SHAREHOLDERS - The fund's fiscal year ends on March
31. Shareholders are provided updated prospectuses annually. In addition,
shareholders are provided at least semiannually with reports showing the
investment portfolio, financial statements and other information. The fund's
annual financial statements are audited by the fund's independent accountants,
PricewaterhouseCoopers LLP. 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
prospectuses and shareholder reports. To receive additional copies of a
prospectus or report, shareholders should contact the Transfer Agent.
PERSONAL INVESTING POLICY - The fund, Capital Research and Management Company and its affiliated companies, including the fund's principal underwriter, have adopted codes of ethics which allow for personal investments. The personal investing policy is consistent with Investment Company Institute guidelines. This policy includes: a ban on acquisitions of securities pursuant to an initial public offering; restrictions on acquisitions of private placement securities; pre-clearance 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.
OTHER INFORMATION - The financial statements including the investment portfolio and the report of Independent Accountants contained in the Annual Report are included in this Statement of Additional Information. The following information is not included in the Annual Report:
DETERMINATION OF NET ASSET VALUE, REDEMPTION PRICE AND
MAXIMUM OFFERING PRICE PER SHARE FOR CLASS A SHARES -- MARCH 31, 1999
Net asset value and redemption price per share (Net assets divided by shares outstanding) . . . . . . . . . $30.21 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). . . . . . . . . . . . . . . . . . . . . . . . $32.05 |
CLASS A SHARE INVESTMENT RESULTS AND RELATED STATISTICS
The fund's yield was 0.86% based on a 30-day (or one month) period ended September 30,1999, computed by dividing the net investment income per share earned during the period by the maximum offering price per share on the last day of the period, according to the following formula:
EuroPacific Growth Fund - Page 33
YIELD = 2[( a-b/cd + 1)/6/ -1]
Where: a = dividends and interest earned during the period.
b =
expenses accrued for the period (net of reimbursements).
c =
the average daily number of shares outstanding during the
period that were entitled to receive dividends.
d =
the maximum offering price per share on the last day of the
period.
|
The fund may also calculate a distribution rate on a taxable and tax equivalent basis. The distribution rate is computed by dividing the dividends paid by the fund over the last 12 months by the sum of the month-end net asset value or maximum offering price and the capital gains paid over the last 12 months. The distribution rate may differ from the yield.
The fund's one-year total return, five-year average annual total return, and lifetime average annual total return for periods ended September 30, 1999 were 35.10%, 13.60%, and 16.04% respectively. The fund's one-year total return, five-year average annual total return, and lifetime average annual total return at net asset value for the periods ended September 30 were 43.35%, 14.95%, and 16.49% respectively.
The average total return ("T") is computed by equating the value at the end of the period ("ERV") with a hypothetical initial investment of $1,000 ("P") over a period of years ("n") according to the following formula as required by the Securities and Exchange Commission: P(1+T)/n/ = ERV.
In calculating average annual total return, the fund assume: (1) deduction of the maximum sales load of 5.75% from the $1,000 initial investment; (2) reinvestment of dividends and distributions at net asset value on the reinvestment date determined by the Board; and (3) a complete redemption at the end of any period illustrated. In addition, the fund will provide lifetime average total return figures. From time to time, the fund may calculate investment results for Class B shares.
The fund may also, at times, calculate total return based on net asset value per share (rather than the offering price), in which case the figure would not reflect the effect of any sales charges which would have been paid if shares were purchased during the period reflected in the computation. Consequently, total return calculated in this manner will be higher. These total returns may be calculated over periods in addition to those described above. Total return for the unmanaged indices will be calculated assuming reinvestment of dividends and interest, but will not reflect any deductions for advisory fees, brokerage costs or administrative expenses.
The fund may include information on its investment results and/or comparisons of its investment results to various unmanaged indices (such as the Dow Jones Average of 30 Industrial Stocks and the Standard and Poor's 500 Composite Stock Index) or results of other mutual funds or investment or savings vehicles in advertisements or in reports furnished to present or prospective shareholders. The fund may also, from time to time, combine its results with those of other funds in The American Funds Group for purposes of illustrating investment strategies involving multiple funds.
EuroPacific Growth Fund - Page 34
The fund may refer to results and surveys compiled by organizations such as CDA/ Wiesenberger, Ibbotson Associates, Lipper Analytical Services, Morningstar, Inc., and by the U.S. Department of Commerce. Additionally, the fund may refer to results published in various newspapers and periodicals, including Barron's, Forbes, Fortune, Institutional Investor, Kiplinger's Personal Finance Magazine, Money, U.S. News and World Report and The Wall Street Journal.
The fund may illustrate the benefits of tax-deferral by comparing taxable investments to investments made through tax-deferred retirement plans.
The fund may compare its investment results with the Consumer Price Index, which is a measure of the average change in prices over time in a fixed market basket of goods and services (e.g. food, clothing, and fuels, transportation, and other goods and services that people buy for day-to-day living).
EuroPacific Growth Fund - Page 35
APPENDIX
Description of Bond Ratings
BOND RATINGS - The ratings of Moody's Investors Service, Inc. (Moody's) and
Standard & Poor's Corporation (S&P) represent their opinions as to the quality
of the municipal bonds which they undertake to rate. It should be emphasized,
however, that ratings are general and are not absolute standards of quality.
Consequently, municipal bonds with the same maturity, coupon and rating may
have different yields, while municipal bonds of the same maturity and coupon
with different ratings may have the same yield.
"Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as 'gilt edge.' Interest payments are protected by a large or by an exceptionally stable margin, and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues."
"Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities, or fluctuation of
protective elements may be of greater amplitude, or there may be other elements
present which make the long-term risks appear somewhat larger than the Aaa
securities."
"Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future."
"Bonds which are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and, in fact, have speculative characteristics as well."
"Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class."
"Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small."
EuroPacific Growth Fund - Page 36
"Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest."
"Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings."
"Bonds which are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing."
"Debt rated 'AAA' has the highest rating assigned by S & P. Capacity to pay interest and repay principal is extremely strong."
"Debt rated 'AA' has a very strong capacity to pay interest and repay principal and differs from the higher rated issues only in small degree."
"Debt rated 'A' has a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories."
"Debt rated 'BBB' is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories."
"Debt rated 'BB' has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to inadequate capacity to meet timely interest and principal payments. The 'BB' rating category is also used for debt subordinated to senior debt that is assigned an actual or impled 'BBB-' rating.
"Debt rated 'B' has a greater vulnerability to default but currently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal. The 'B' rating category is also used for debt subordinated to senior debt that is assigned an actual or implied 'BB' or 'BB-' rating."
"The rating 'CC' is typically applied to debt subordinated to senior debt that is assigned an actual or implied 'CCC' rating."
"The rating 'C' is typically applied to debt subordinated to senior debt which is assigned an actual or implied 'CCC-' debt rating. The 'C' rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued."
"The rating 'C1' is reserved for income bonds on which no interest is being paid."
EuroPacific Growth Fund - Page 37
EuroPacific Growth Fund
Investment Portfolio, September 30, 1999
[begin pie chart for industry diversification]
Largest Percent
Individual of Net
Industry Diversification Holdings Assets
Percent of Net Assets
9.80% Diversified Telecommunication Services Mannesmann 3.64
8.94% Banking AstraZeneca 2.70
7.28% Electronic Components Samsung Electronics 1.89
7.22% Wireless Telecommunication Services Rohm 1.80
6.33% Electrical & Electronics Telefonos de Mexico 1.54
52.24% Other Industries Ericsson 1.53
0.63% Bonds & Notes Murata Manufacturing 1.52
7.56% Cash and Equivalents Telecom Italia 1.44
[end pie chart] Sony 1.24
News Corp. 1.18
Shares or Market Percent
Principal Value of Net
EQUITY SECURITIES (common and perferred Amount (Million Assets
stocks and convertible debentures)
-------------------------------------------- -------- ----------------
DIVERSIFIED TELECOMMUNICATION SERVICES - 9.80%
Telefonos de Mexico, SA de CV, Class L (ADR) (Mexico) 5,147,000 366.724
Telefonos de Mexico, SA de CV, Class L 9,612,500 34.231 1.54
Telecom Italia SpA, nonconvertible savings shares (Italy) 46,514,800 234.508
Telecom Italia SpA, ordinary shares 16,100,000 138.944 1.44
Deutsche Telekom AG (Germany) 5,761,300 236.472 .91
COLT Telecom Group PLC (United Kingdom)(1) 7,696,000 183.069
COLT Telecom Group PLC 2.00% convertible debentures 2005 DM5,000,000 4.368 .72
Telefonica, SA (Spain) 11,566,494 185.335 .72
Tele Danmark AS (Denmark) 1,994,400 119.062
Tele Danmark AS, Class B (ADR) 2,024,200 59.967 .69
Koninklijke PTT Nederland NV (Netherlands) 3,316,584 145.499 .56
Swisscom AG (Switzerland) 406,810 127.060 .49
Videsh Sanchar Nigam Ltd. (GDR) (India)(2) 3,781,159 53.220
Videsh Sanchar Nigam Ltd. (GDR) 780,150 10.981
Videsh Sanchar Nigam Ltd. 450,000 10.338 .29
Telecom Corp. of New Zealand Ltd. (New Zealand) 13,453,900 53.061
Telecom Corp. of New Zealand Ltd. (2) 4,057,000 16.000
Telecom Corp. of New Zealand Ltd. (ADR) 25,000 .800 .27
France Telecom, SA (France) 700,000 61.493 .24
British Telecommunications PLC (United Kingdom) 4,000,000 60.722 .24
Hellenic Telecommunications Organization SA (Greece) 2,466,000 57.645 .22
Portugal Telecom, SA (Portugal)(1) 1,330,000 55.412 .21
Compania de Telecomunicaciones de Chile SA (ADR) 3,051,273 55.114 .21
(Chile)
Magyar Tavkozlesi Rt. (ADR) (Hungary) 1,905,500 51.925 .20
Teleglobe Inc. (Canada) 3,100,000 47.949 .18
Mahanagar Telephone Nigam Ltd. (India) 6,850,000 28.955
Mahanagar Telephone Nigam Ltd. (GDR) (2) 570,600 5.777 .13
Telefonica del Peru SA, Class B (ADR) (Peru) 2,408,900 32.370 .12
Telefonica de Argentina SA, Class B (ADR) (Argentina) 1,189,400 31.370 .12
Philippine Long Distance Telephone Co. (ADR) (Philippines) 1,256,094 27.320
Philippine Long Distance Telephone Co., convertible 60,000 2.490 .11
preferred shares, Series III (GDR)
Perusahaan Perseroan (Persero) PT Indonesian 7,290,500 9.826
Satellite Corp. (Indonesia)
Perusahaan Perseroan (Persero) PT Indonesian 353,400 4.771 .06
Satellite Corp. (ADR)
Telstra Corp. Ltd. (Australia) 2,800,000 14.508 .06
Telecom Argentina SA, Class B (ADR) (Argentina) 439,300 11.724 .05
Nippon Telegraph and Telephone Corp. (Japan) (1) 440 5.418 .02
BANKING - 8.94%
Sakura Bank, Ltd. (Japan) 37,369,000 281.023
Sakura Finance (Bermuda) Trust, convertible 1,614,000,000 23.517 1.17
preference share units
Bank of Nova Scotia (Canada) 12,098,200 259.671 1.00
ABN AMRO Holding NV (Netherlands) 9,977,594 224.443 .86
Westpac Banking Corp. (Australia) 25,452,151 156.967 .61
Fuji Bank, Ltd. (Japan) 12,871,000 156.562 .60
Banque Nationale de Paris (France) 1,511,750 120.795
Banque Nationale de Paris, guaranteed value 464,750 3.865 .48
certificates, expire 2002 (1)
HSBC Holdings PLC (United Kingdom) 10,634,802 121.849 .47
Asahi Bank, Ltd. (Japan) 15,834,000 113.865 .44
Australia and New Zealand Banking Group Ltd. (Australia) 14,893,887 99.597 .38
Bangkok Bank PCL (Thailand)(1) 47,874,100 94.157 .36
STB Cayman Capital, Ltd. 0.50% convertible YEN5,925,000,000 93.570 .36
debentures 2007 (Japan)
ForeningsSparbanken AB, Class A (Sweden) 5,700,000 93.138 .36
Bank of Scotland (United Kingdom) 7,385,000 87.452 .34
Royal Bank of Canada (Canada) 1,752,700 72.731 .28
Tokai Bank, Ltd. (Japan) 9,662,000 69.845 .27
Hang Seng Bank Ltd. (Hong Kong) 6,095,500 64.543 .25
Commonwealth Bank of Australia (Australia) 3,666,248 57.763 .22
Toronto-Dominion Bank (Canada) 1,223,700 23.722 .09
Sumitomo Bank, Ltd. (Japan) 1,200,000 18.048 .07
National Australia Bank Ltd. (Australia) 1,225,714 17.937 .07
Barclays PLC (United Kingdom) 522,400 15.303 .06
Unidanmark A/S, Class A (Denmark) 212,000 14.390 .06
Toyo Trust and Banking Co., Ltd. (Japan) 2,800,000 13.897 .05
MBL International Finance (Bermuda) Trust 3.00% $10,000,000 11.825 .05
convertible debentures 2002 (Bermuda)
Unibanco-Uniao de Bancos Brasileiros SA, units 600,000 10.613 .04
(GDR) (Brazil)
ELECTRONIC COMPONENTS - 7.28%
Samsung Electronics Co., Ltd. (South Korea) 3,034,811 491.659 1.89
Rohm Co., Ltd. (Japan) 2,235,000 467.463 1.80
Murata Manufacturing Co., Ltd. (Japan) 3,920,000 394.285 1.52
Hon Hai Precision Industry Co. Ltd. (Taiwan)(1) 34,160,000 224.495 .86
Hoya Corp. (Japan) 2,294,000 138.873 .54
Hirose Electric Co., Ltd. (Japan) 840,000 132.262 .51
Keyence Corp. (Japan) 154,100 41.285 .16
WIRELESS TELECOMMUNICATION SERVICES - 7.22%
Mannesmann AG (ADR) (Germany) 4,907,500 785.200
Mannesmann AG 1,000,000 159.915 3.64
Orange PLC (United Kingdom)(1) 15,274,500 300.984 1.16
Telecom Italia Mobile SpA (Italy) 14,805,000 91.529
Telecom Italia Mobile SpA, savings shares 20,705,000 75.668 .64
DDI Corp. (Japan) 21,755 163.602 .63
NTT Mobile Communications Network, Inc. (Japan) 7,395 145.981 .56
Vodafone AirTouch PLC (United Kingdom) 4,274,948 100.912
Vodafone AirTouch PLC (ADR) 105,000 24.964 .49
SK Telecom Co., Ltd. (South Korea) 8,058 7.455
SK Telecom Co., Ltd. (ADR) 684,235 7.056 .06
Telesp Celular SA, preferred nominative (Brazil) 194,412,100 10.126
Telesp Celular SA, ordinary nominative 39,540,000 1.421 .04
ELECTRICAL & ELECTRONICS - 6.33%
Telefonaktiebolaget LM Ericsson, Class B (Sweden) 9,080,100 283.352
Telefonaktiebolaget LM Ericsson, Class B (ADR) 3,620,000 113.125 1.53
NEC Corp. (Japan) 13,050,000 263.134 1.01
Nokia Corp., Class A (ADR) (Finland) 1,600,000 143.700
Nokia Corp., Class A 1,230,000 110.281 .98
Matsushita Communication Industrial Co., Ltd. (Japan) 1,379,000 153.611 .59
Toshiba Corp. (Japan) 17,100,000 127.470 .49
Hitachi, Ltd. (Japan) 10,670,000 118.355 .46
ECI Telecom Ltd. (Israel) 4,115,000 101.589 .39
Siemens AG (Germany) 1,000,000 82.676 .32
Premier Farnell PLC (United Kingdom) 13,567,800 63.209 .24
Nortel Networks Corp. (formerly Northern Telecom 920,000 46.920 .18
Ltd.) (Canada)
Elektrim SA 3.75% convertible debentures 2004 (Poland) EURO38,000,000 36.461 .14
HEALTH & PERSONAL CARE - 5.79%
AstraZeneca PLC (United Kingdom) 16,772,292 699.976 2.70
Elan Corp., PLC (ADR) (Ireland)(1) 7,974,800 267.654 1.03
Novartis AG (Switzerland) 149,866 222.638 .86
Glaxo Wellcome PLC (United Kingdom) 2,185,000 56.642
Glaxo Wellcome PLC (ADR) 1,000,000 52.000 .42
Fujisawa Pharmaceutical Co. Ltd. (Japan) 4,352,000 84.683 .32
SmithKline Beecham PLC (ADR) (United Kingdom) 850,000 48.981 .19
Sanofi-Synthelabo SA (formerly Synthelabo) (France)(1) 665,600 28.384 .11
Nycomed Amersham PLC (United Kingdom) 4,700,000 28.064 .11
Shiseido Co., Ltd. (Japan) 995,000 14.872 .05
BROADCASTING & PUBLISHING - 5.33%
News Corp. Ltd. (ADR) (Australia) 3,958,200 112.561
News Corp. Ltd., preferred 15,455,486 101.840
News Corp. Ltd. 8,740,437 61.311
News Corp. Ltd., preferred (ADR) 1,181,600 31.534 1.18
Mediaset SpA (Italy)(2) 9,174,544 92.978
Mediaset SpA 8,093,000 82.017 .67
CANAL + (France) 2,720,060 162.682 .63
Grupo Televisa, SA, ordinary participation 3,994,400 159.526 .61
certificates (ADR) (Mexico)(1)
Nippon Television Network Corp. (Japan) 165,990 118.587 .46
Fuji Television Network Inc. (Japan) 9,195 65.000 .25
Pearson PLC (United Kingdom) 2,460,000 51.801 .20
Pathe (France) 495,000 51.242 .20
Thomson Corp. (Canada) 1,660,000 46.601 .18
Television Broadcasts Ltd. (Hong Kong) 10,677,000 45.634 .17
Modern Times Group MTG AB, Class B (ADR) (Sweden)(1) 211,822 33.044
Modern Times Group MTG AB, Class A (1) 302,260 8.727 .16
Publishing & Broadcasting Ltd. (Australia) 6,929,789 41.367 .16
Arnoldo Mondadori Editore SpA (Italy) 1,950,000 33.938 .13
SOFTBANK CORP. (Japan) 80,000 30.457 .12
Daily Mail and General Trust PLC, Class A 395,000 21.458 .08
(United Kingdom)
United News & Media PLC 6.125% convertible GBP7,400,000 12.273 .05
debentures 2003 (United Kingdom)
Independent Newspapers, PLC (Ireland) 2,249,202 11.869 .05
Societe Europeenne des Satellites, SA (FDR) 57,800 7.518 .03
(Luxembourg)(1)
AUTOMOBILES - 4.45%
Bayerische Motoren Werke AG (Germany) 9,970,480 281.683
Bayerische Motoren Werke AG, preferred 1,418,676 20.040 1.16
Suzuki Motor Corp. (Japan) 14,565,000 236.726 .91
Volvo AB, Class B (Sweden) 8,170,000 232.367 .90
Honda Motor Co., Ltd. (Japan) 3,510,000 147.157 .57
Peugeot SA (France) 500,000 100.320 .39
Mitsubishi Motors Corp. (Japan)(1) 17,820,000 96.822 .37
Nissan Motor Co., Ltd. (Japan)(1) 4,000,000 24.253 .09
Porsche AG, preferred shares (Germany) 5,450 14.874 .06
MERCHANDISING - 3.78% Dixons Group PLC (United Kingdom) 14,830,400 264.890 1.02 Ito-Yokado Co., Ltd. (Japan) 2,150,000 177.853 .68 Carrefour SA (France) 588,000 94.218 .36 Kingfisher PLC (United Kingdom) 6,862,231 73.886 .28 Cifra, SA de CV, Class V (Mexico)(1) 34,737,918 54.609 Cifra, SA de CV, Class C (1) 7,537,600 11.624 .26 Loblaw Companies Ltd. (Canada) 2,638,400 65.888 .25 Tesco PLC (United Kingdom) 17,744,600 54.856 .21 EM.TV & Merchandising AG (Germany) 1,000,000 43.603 .17 H & M Hennes & Mauritz AB, Class B (Sweden) 1,500,000 38.055 .15 Koninklijke Ahold NV (Netherlands) 788,735 25.983 Koninklijke Ahold NV 3.00% convertible debentures 2003 $9,750,000 5.461 .12 Safeway PLC (United Kingdom) 7,615,000 27.852 .11 Coles Myer Ltd. (Australia) 5,311,229 27.748 .11 George Weston Ltd. (Canada) 350,000 12.878 .05 Amway Japan Ltd. (ADR) (Japan) 581,250 2.616 .01 BUSINESS & PUBLIC SERVICES - 3.60% Reuters Group PLC (United Kingdom) 12,494,933 138.231 .53 TNT Post Groep NV (Netherlands) 5,190,107 132.243 .51 Rentokil Initial PLC (United Kingdom) 36,360,900 128.508 .49 Brambles Industries Ltd. (Australia) 4,005,000 115.933 .45 Vivendi SA (France) 980,738 68.955 .26 Hikari Tsushin, Inc. (Japan) 107,000 65.379 .25 United Utilities PLC (United Kingdom) 4,978,414 53.644 .21 Securitas AB, Class B (Sweden) 3,108,000 46.967 .18 Hyder PLC (United Kingdom) 3,850,000 34.460 .13 Adecco SA (Switzerland)(1) 55,000 30.796 .12 ALTRAN TECHNOLOGIES (France) 100,000 30.117 .12 Thames Water PLC (United Kingdom) 1,869,931 29.109 .11 Hays PLC (United Kingdom) 2,600,000 28.013 .11 Dimension Data Holdings Ltd. (South Africa)(1) 5,267,818 20.966 .08 Ratin A/S (Denmark) 110,000 12.107 .05 ENERGY SOURCES - 2.99% Broken Hill Proprietary Co. Ltd. (Australia) 16,359,195 188.374 .73 Elf Aquitaine (France) 840,000 146.866 .56 TOTAL FINA SA, Class B (France) 545,693 68.614 TOTAL FINA SA, Class B (ADR) 828,807 52.577 .47 Royal Dutch Petroleum Co. (Netherlands) 1,000,000 58.102 Royal Dutch Petroleum Co. (New York Registered Shares) 280,000 16.538 "Shell" Transport and Trading Co., PLC (New York 675,000 30.713 .41 Registered) (United Kingdom) Sasol Ltd. (South Africa) 13,213,700 101.873 .39 Norsk Hydro AS (Norway) 1,650,000 70.085 Norsk Hydro AS (ADR) 500,000 21.500 .35 Petro-Canada (Canada) 1,400,000 21.225 .08 MULTI-INDUSTRY - 2.91% Thyssen Krupp AG (Germany) 8,405,000 168.907 .65 Orkla AS, Class A (Norway) 7,896,000 120.148 Orkla AS, Class B 2,000,000 26.547 .56 Invensys PLC (formerly BTR Siebe PLC) (United Kingdom) 20,600,000 98.456 .38 Lend Lease Corp. Ltd. (Australia) 6,689,640 81.617 .31 Hutchison Whampoa Ltd. (Hong Kong) 6,935,000 64.504 .25 Preussag AG (Germany) 1,217,596 61.399 .24 Anglo American PLC (United Kingdom)(1) 700,000 39.272 .15 Lagardere Groupe SCA (France) 920,000 38.242 .15 TI Group PLC (United Kingdom) 3,197,300 23.020 .09 Ayala Corp. (Philippines) 74,866,500 17.983 .07 PT Astra International (Indonesia)(1) 54,000,000 16.083 .06 INSURANCE - 2.18% ING Groep NV (Netherlands) 5,283,829 287.288 1.11 PartnerRe Holdings Ltd. (Singapore - Incorporated 2,031,900 70.609 .27 in Bermuda) Union des Assurances Federales (France) 493,960 61.613 .24 Royal & Sun Alliance Insurance Group PLC (United Kingdom) 7,048,439 54.746 .21 Allied Zurich PLC (United Kingdom) 4,065,000 47.411 .18 Swiss Life-Glaxo Wellcome 2.00% convertible $15,000,000 14.307 debentures 2003 (Switzerland)(2) Swiss Life-Mannesmann 1.50% convertible $8,000,000 12.240 .10 debentures 2003 (2) AEGON NV (Netherlands) 195,000 16.797 .07 BEVERAGES & TOBACCO - 1.77% Foster's Brewing Group Ltd. (Australia) 56,703,800 159.812 .62 South African Breweries PLC (United Kingdom)(1) 7,947,287 67.504 .26 Panamerican Beverages, Inc., Class A (Mexico) 2,881,600 47.727 .19 Swedish Match AB (Sweden) 11,076,924 41.371 .16 Coca-Cola Amatil Ltd. (Australia) 9,534,119 33.464 .13 Ito En, Ltd. (Japan) 370,000 33.042 .13 Coca-Cola West Japan Co. Ltd. (Japan) 500,000 23.031 .09 Coca-Cola Beverages PLC (United Kingdom)(1) 9,567,371 19.057 .07 Lion Nathan Ltd. (New Zealand) 8,000,000 16.747 .06 Asahi Breweries, Ltd. (Japan) 1,056,000 16.170 .06 I.T.C. Ltd. (India) 372 .007 .00 RECREATION & OTHER CONSUMER PRODUCTS - 1.68% Nintendo Co., Ltd. (Japan) 1,195,700 190.853 .73 EMI Group PLC (United Kingdom) 10,500,000 75.427 .29 Fuji Photo Film Co., Ltd. (Japan) 2,070,000 71.024 .27 Square Co., Ltd. (Japan) 730,000 53.800 .21 Sony Music Entertainment (Japan) Inc. (Japan) 179,300 22.333 .09 Bajaj Auto Ltd. (India) 2,047,500 21.284 Bajaj Auto Ltd. (GDR) 75,000 .804 .09 APPLIANCES & HOUSEHOLD DURABLES - 1.41% Sony Corp. (Japan) 2,153,500 322.074 1.24 Koninklijke Philips Electronics NV (Netherlands) 440,000 44.328 .17 DATA PROCESSING & REPRODUCTION - 1.39% Fujitsu Ltd. (Japan) 8,446,000 263.590 1.01 Acer Inc. (Taiwan)(1) 54,193,750 98.456 .38 FOOD & HOUSEHOLD PRODUCTS - 1.38% Reckitt & Colman PLC (United Kingdom) 9,241,875 116.007 .44 Nestle SA (Switzerland) 55,000 103.511 .40 Groupe Danone (France) 161,185 39.265 .15 Uni-Charm Corp. (Japan) 460,000 27.804 .11 Cadbury Schweppes PLC (United Kingdom) 4,000,000 27.731 .11 Raisio Group PLC (Finland) 3,771,700 25.453 .10 Benckiser NV, Class B (Netherlands) 301,960 18.784 .07 FOREST PRODUCTS & PAPER - 1.12% UPM-Kymmene Corp. (Finland) 3,680,800 125.571 .49 Abitibi-Consolidated Inc. (Canada) 9,500,000 114.251 .44 Stora Enso Oyj (Finland) 2,394,843 31.787 .12 AssiDoman AB (Sweden) 1,076,400 19.308 .07 REAL ESTATE - 0.95% Cheung Kong (Holdings) Ltd. (Hong Kong) 9,688,000 80.756 .31 Sun Hung Kai Properties Ltd. (Hong Kong) 8,150,000 62.165 .24 Hongkong Land Holdings Ltd. (Singapore) 34,363,300 45.016 .17 Ayala Land, Inc. (Philippines) 105,880,000 25.951 .10 Security Capital Global Realty (Luxembourg)(1,2,3) 1,125,000 22.084 .09 Mitsubishi Estate Co., Ltd. (Japan) 1,000,000 10.162 .04 UTILITIES: ELECTRIC & GAS - 0.85% Manila Electric Co., Class A (GDR) (Philippines)(1,2,3) 3,110,000 35.921 Manila Electric Co., Class B 9,540,381 27.592 .25 National Power PLC (United Kingdom) 7,135,400 55.715 .22 Cia. Energetica de Minas Gerais - CEMIG, 3,433,226 51.928 preferred nominative (ADR) (Brazil) Cia. Energetica de Minas Gerais - CEMIG, 311,044,152 2.948 ordinary nominative Cia. Energetica de Minas Gerais - CEMIG, 26,066 .394 .21 preferred nominative (ADR) (2) Scottish Power PLC (United Kingdom) 2,350,000 21.440 .08 Cia. Paranaense de Energia - COPEL, Class B, 2,018,000 13.243 .05 preferred nominative (ADR) (Brazil) LIGHT-Servicos de Eletricidade SA (Brazil) 136,661,000 10.144 .04 INDUSTRIAL COMPONENTS - 0.83% NGK Spark Plug Co., Ltd. (Japan) 6,412,000 61.118 .24 Minebea Co., Ltd. (Japan) 4,428,000 56.401 .22 Cie. Generale des Etablissements Michelin, 1,009,444 47.696 .18 Class B (France) Bridgestone Corp. (Japan) 775,000 21.710 .08 Valeo (France) 240,000 17.386 .07 Morgan Crucible Co. PLC (United Kingdom) 2,550,836 10.792 .04 MACHINERY & ENGINEERING - 0.82% Mitsubishi Heavy Industries, Ltd. (Japan) 21,000,000 80.936 .31 GKN PLC (United Kingdom) 4,330,000 68.117 .26 Metso Oyj (formerly Valmet-Rauma Oyj) (Finland)(1) 3,400,000 38.459 .15 Kvaerner ASA, Class A (Norway)(1) 1,294,720 25.988 .10 BUILDING MATERIALS & COMPONENTS - 0.81% Cemex, SA de CV, ordinary participation 4,405,091 106.273 .41 certificates, Units (ADR) (Mexico) (1) TOSTEM CORP. (Japan) 2,200,000 51.495 .20 Holderbank Financiere Glaris Ltd. (Switzerland) 39,566 51.464 .20 FINANCIAL SERVICES - 0.73% Nichiei Co., Ltd. (Japan) 1,342,900 102.882 .40 ORIX Corp. (Japan) 738,000 80.967 ORIX Corp. 0.375% convertible debentures 2005 YEN600,000,000 6.113 .33 CHEMICALS - 0.73% BOC Group PLC (United Kingdom) 5,005,000 104.309 .40 L'Air Liquide (France) 261,095 41.475 .16 Bayer AG (Germany) 600,000 23.955 .09 Imperial Chemical Industries PLC (ADR) (United Kingdom) 430,000 18.570 .08 METALS: NONFERROUS - 0.62% Pechiney, Class A (France) 2,878,675 159.586 .62 LEISURE & TOURISM - 0.54% Granada Group PLC (United Kingdom) 9,697,532 85.922 .33 Seagram Co. Ltd. (Canada) 1,200,000 54.600 .21
AEROSPACE & MILITARY TECHNOLOGY - 0.54%
Bombardier Inc., Class B (Canada) 8,400,000 139.370 .54
MISCELLANEOUS MATERIALS & COMMODITIES - 0.36%
De Beers Consolidated Mines Ltd. (South Africa)(1) 3,368,500 92.750 .36
WHOLESALE & INTERNATIONAL TRADE - 0.34%
Buhrmann NV (Netherlands) 2,744,000 46.221 .18
Mitsui & Co., Ltd. (Japan) 5,600,000 42.429 .16
ELECTRONIC INSTRUMENTS - 0.34%
ADVANTEST CORP. (Japan) 445,200 64.449 .25
Tokyo Electron Ltd. (Japan) 275,000 23.912 .09
TRANSPORTATION: AIRLINES - 0.31%
Deutsche Lufthansa AG (Germany) 3,050,000 55.863 .22
Qantas Airways Ltd. (Australia) 7,818,902 24.485 .09
TRANSPORTATION: SHIPPING - 0.23%
Stolt-Nielsen SA, Class B (ADR) (Incorporated in 1,160,900 19.590
Luxembourg)
Stolt-Nielsen SA 837,000 12.503 .13
Bergesen d.y. AS, Class B (Norway) 1,130,000 17.560
Bergesen d.y. AS, Class A 542,800 8.857 .10
METALS: STEEL - 0.20%
Corus Group PLC (United Kingdom) 19,940,200 50.233 .20
MISCELLANEOUS - 3.26%
Other equity securities in initial period of acquisition 846.377 3.26
----------------
TOTAL EQUITY SECURITIES (cost: $15,715.243 million) 23,829.3 91.81
----------------
BONDS & NOTES
Principal
Amount
(Millions)
BROADCASTING & PUBLISHING - 0.06%
Grupo Televisa, SA 0%/13.25% 2008(4) $20.000 16.850 .06
NON U.S. GOVERNMENT OBLIGATIONS - 0.57%
Brazil (Federal Republic of), Bearer 8.00% 2014 $202.468 126.796 .49
Argentina (Republic of) 11.75% 2007 ARP14.000 11.972 .05
Argentina (Republic of) 11.375% 2017 $7.500 7.069 .03
----------------
TOTAL BONDS & NOTES (cost: $158.228 million) 162.687 .63
----------------
Principal Market Percent
Amount Value of Net
SHORT TERM SECURITIES (Millions) (Million Assets
CORPORATE SHORT-TERM NOTES - 6.41%
CBA (Delaware) Finance Inc. 4.96%-5.33% 120.000 119.685 .46
due 10/1-11/1/1999
KfW International Finance Inc. 5.11%-5.72% 93.500 92.385 .36
due 10/14/1999-1/31/2000
Anz (Delaware) Inc. 5.14%-5.76% due 88.000 87.216 .34
10/6/1999-1/18/2000
France Telecom, SA 5.22%-5.32% due 10/21-11/10/1999 85.000 84.619 .33
Xerox Capital (Europe) PLC 5.22%-5.31% due 84.300 83.730 .32
10/13-12/16/1999
Associates First Capital Finance BV 5.15%-5.31% 80.000 79.609 .31
11/1-11/3/1999
Abbey National North America 5.15%-5.36% due 80.000 79.529 .31
10/15-12/3/1999
Halifax PLC 5.29%-5.35% due 11/22/1999-1/20/2000 80.000 78.863 .30
Toronto-Dominion Holdings USA Inc. 5.38% due 77.000 75.415 .29
2/3-2/7/2000
Westpac Capital Corp. 5.32%-5.33% due 11/4-11/5/1999 75.000 74.595 .29
National Australia Funding (Delaware) Inc. 75.000 73.634 .28
5.33%-5.77% due 1/19-1/27/2000
BP America Inc. 4.75%-5.33% due 10/4/1999-2/1/2000 64.900 63.813 .25
Internationale Nederlanden (U.S.) Funding Corp. 57.700 57.397 .22
5.26%-5.30% due 10/18-11/18/1999
DaimlerChrylser NA Holdings 4.98%-5.65% due 55.700 55.117 .21
10/7/1999-2/11/2000
American Honda Finance Corp. 5.25%-5.26% due 10/12/1999 55.000 54.904 .21
BMW US Capital Corp. 5.12%-5.50% due 10/1-10/22/1999 55.000 54.869 .21
Ford Motor Credit Co. 5.64% due 1/26-2/10/2000 55.300 54.187 .21
Duke Energy Corp. 5.35%-5.66% due 1/21-2/14/2000 55.000 53.873 .21
Cregem North America Inc. 5.29%-5.30% due 11/19/1999 50.000 49.632 .19
Emerson Electric Co. 5.31%-5.67% due 1/24-1/25/2000 50.000 49.072 .19
Merck & Co. Inc. 5.29% due 2/2/2000 50.000 48.998 .19
Svenska Handelsbanken 5.44% due 2/4/2000 50.000 48.980 .19
UBS Finance Delaware LLC 5.12%-5.28% due 10/5-11/18/1999 40.000 39.874 .15
FCE Bank PLC 5.14%-5.35% due 10/21/1999-1/25/2000 39.800 39.334 .15
British Telecommunications PLC 5.68%-5.69% due 3/2/2000 40.000 39.016 .15
Canadian Wheat Board 5.30% due 11/29/1999 25.000 24.780 .09
FEDERAL AGENCY DISCOUNT NOTES - 0.74%
Freddie Mac 5.20%-5.42% due 12/16/1999-2/28/2000 76.200 104.344 .40
Fannie Mae 5.20%-5.40% due 1/20-2/9/2000 89.000 87.368 .34
CERTIFICATES OF DEPOSIT - 0.44%
Canadian Imperial Bank of Commerce 5.20%-5.40% 81.500 81.499 .31
due 10/8-11/17/1999
National Westminster Bank PLC 5.36% due 10/25/1999 33.000 33.000 .13
OTHER - 0.16%
Canada Bills 5.09%-5.22% due 10/19-11/30/1999 43.000 42.697 .16
NON-U.S. CURRENCY - 0.03%
New Taiwanese Dollar NT$200.293 6.328 .03
------------------
TOTAL SHORT-TERM SECURITIES (cost: $2,020.079 million) 2,018.36 7.78
------------------
TOTAL INVESTMENT SECURITIES (cost: $17,893.550 million) 26,010.4 100.22
Excess of payables over cash and receivables 56.340 .22
------------------
NET ASSETS 25,954.0 100.00
(1) Non-income producing securities.
(2) Purchased in a private placement transaction;
resale to the public may require registration or
sale only to qualified institutional buyers.
(3) Valued under procedures established by the
Board of Trustees.
(4) Step bond; coupon rate will increase at a later date.
ADR = American Depositary Receipts
GDR = Global Depositary Receipts
FDR = Fiduciary Depositary Receipts
See Notes to Financial Statements
|
EuroPacific Growth Fund
September 30, 1999
EQUITY SECURITIES APPEARING IN THE PORTFOLIO SINCE MARCH 31, 1999
Adecco
AEGON
Anglo American
Corus
Coca-Cola West Japan
De Beers Consolidated Mines
Deutsche Lufthansa
Elektrim
EM.TV & Merchandising
Hellenic Telecommunications
Hikari Tsushin
Hitachi
Ito En
Ito-Yokado
Keyence
Lion Nathan
Loblaw
Mitsubishi Heavy Industries
National Australia Bank
NEC
Nippon Telegraph and Telephone
Nycomed Amersham
Petro-Canada
Portugal Telecom
Preussag
SOFTBANK
Sumitomo Bank
Thyssen Krupp
Toronto-Dominion Bank
Toshiba
TOSTEM
Uni-Charm
EQUITY SECURITIES ELIMINATED FROM THE PORTFOLIO SINCE MARCH 31, 1999
Allied Irish Banks
Centrais Eletricas Brasileiras - ELETROBRAS
CESP - Cia. Energetica de Sao Paulo
Comparex Holdings
Corporacion Mapfre
ENI
Enersis
Electrofina
Groupe Bruxelles Lambert
Kawasaki Heavy Industries
LG Semicon
Mandarin Oriental
Mazda Motor
Millicom International Cellular
Newcourt Credit
Rank
Royal Bank of Scotland
SAP
San Miguel
Siliconware Precision
TT Tieto Oy
WMC
YPF
EuroPacific Growth Fund (unaudited)
Financial Statements
---------------------------------------------- ------------------ --------------
Statement of Assets and Liabilities
at September 30, 1999 (dollars in millions)
---------------------------------------------- ------------------ -------------
ASSETS:
Investment securities at market
(cost: $17,893.550) $26,010.437
Cash .507
Receivables for-
Sales of investments $17.274
Sales of fund's shares 62.796
Dividends and accrued interest 71.191 151.261
------------------ ---------------
26,162.205
LIABILITIES:
Payables for-
Purchases of investments 125.641
Repurchases of fund's shares 66.450
Management services 9.946
Accrued expenses 6.071 208.108
------------------ ---------------
NET ASSETS AT SEPTEMBER 30, 1999-
Equivalent to $34.25 per share on
757,711,176 shares of beneficial
interest issued and outstanding;
unlimited shares authorized $25,954.097
===============
Statement of Operations (unaudited)
for the six months ended September 30, 1999
---------------------------------------------- --------------- -------------
INVESTMENT INCOME:
Income:
Dividends $221.641
Interest 64.979 $286.620
-------------------
Expenses:
Management services fee 56.343
Distribution expenses 30.828
Transfer agent fee 8.947
Reports to shareholders .518
Registration statement and prospectus .369
Postage, stationery and supplies 1.398
Trustees' fees .131
Auditing and legal fees .091
Custodian fee 4.546
Taxes other than federal income tax .034
Other expenses .128 103.333
------------------ ---------------
Net investment income 183.287
---------------
REALIZED GAIN AND UNREALIZED
APPRECIATION ON INVESTMENTS:
Net realized gain 868.150
Net change in unrealized appreciation on
investments 2,134.542
------------------ ---------------
Net realized gain and unrealized
appreciation on investments 3,002.692
---------------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $3,185.979
===============
---------------------------------------------- ------------------ ---------------
Statement of Changes in Net Assets Six months Year ended
(dollars in millions) ended 9/30/1999* 3/31/1999
---------------------------------------------- -------------------------------------
OPERATIONS:
Net investment income $ 183.287 $ 299.948
Net realized gain on investments 868.150 769.649
Net increase in unrealized appreciation
on investments 2,134.542 523.918
-------------------------------------
Net increase in net assets resulting
from operations 3,185.979 1,593.515
-------------------------------------
DIVIDENDS AND DISTRIBUTIONS PAID TO
SHAREHOLDERS:
Dividends from net investment income (76.877) (258.117)
Distributions from net realized gain on
investments (109.826) (901.166)
-------------------------------------
Total dividends and distributions (186.703) (1,159.283)
-------------------------------------
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold: 96,010,537
and 149,373,115 shares, respectively 3,137.010 4,252.412
Proceeds from shares issued in reinvestment
of net investment income dividends and
distributions of net realized gain on
investments: 5,768,605 and 39,600,216 shares,
respectively 177.881 1,110.693
Cost of shares repurchased: 75,058,842
and 179,052,856 shares, respectively (2,443.045) (5,030.545)
-------------------------------------
Net increase in net assets resulting from
capital share transactions 871.846 332.560
-------------------------------------
TOTAL INCREASE IN NET ASSETS 3,871.122 766.792
NET ASSETS:
Beginning of period 22,082.975 21,316.183
----------------- -----------------
End of period (including undistributed
net investment income: $171.771
and $65.361, respectively) $25,954.097 $22,082.975
======================================
* Unaudited
See Notes to Financial Statements
|
Notes to financial Statements
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION - EuroPacific Growth Fund (the "fund") is registered under the Investment Company Act of 1940 as an open-end, diversified management investment company. The fund seeks long-term capital appreciation by investing in the securities of companies based outside the United States.
SIGNIFICANT ACCOUNTING POLICIES - The financial statements have been prepared in conformity with generally accepted accounting principles which require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The following is a summary of the significant accounting policies consistently followed by the fund in the preparation of its financial statements:
SECURITY VALUATION - Equity securities, including depositary receipts, are valued at 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. In cases where equity securities are traded on more than one exchange, the securities are valued on the exchange or market determined by the investment adviser to be the broadest and most representative market, which may be either a securities exchange or the over-the-counter market. Fixed-income securities are valued at prices obtained from a pricing service, when such prices are available; however, in circumstances where the investment adviser deems it appropriate to do so, such securities will be valued at the mean quoted bid and asked prices or at prices for securities of comparable maturity, quality and type. The ability of the issuers of the debt securities held by the fund to meet their obligations may be affected by economic developments in a specific industry, state or region. Short-term securities maturing within 60 days are valued at amortized cost, which approximates market value. Securities and assets for which representative market quotations are not readily available are valued at fair value as determined in good faith by a committee appointed by the Board of Trustees.
NON-U.S. CURRENCY TRANSLATION - Assets and liabilities initially expressed in terms of non-U.S. currencies are translated into U.S. dollars at the prevailing market rates at the end of the reporting period. Purchases and sales of securities and income and expenses are translated into U.S. dollars at the prevailing market rates on the dates of such transactions. The effects of changes in non-U.S. currency exchange rates on investment securities and other assets and liabilities are included with the net realized and unrealized gain or loss on investment securities.
SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME - Security transactions are accounted for as of the trade date. Realized gains and losses from securities transactions are determined based on specific identified cost. In the event securities are purchased on a delayed delivery or "when-issued" basis, the fund will instruct the custodian to segregate liquid assets sufficient to meet its payment obligations in these transactions. 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 securities purchased are amortized daily over the expected life of the security.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends and distributions paid to shareholders are recorded on the ex-dividend date.
FORWARD CURRENCY CONTRACTS - The fund may enter into forward currency contracts, which represent agreements to exchange currencies of different countries at specified future dates at specified rates. The fund enters into these contracts to reduce its exposure to fluctuations in foreign exchange rates arising from investments denominated in non-U.S. currencies. The fund's use of forward currency contracts involves market risk in excess of the amount recognized in the statement of assets and liabilities. The contracts are recorded in the statement of assets and liabilities at their net unrealized value. The fund records realized gains or losses at the time the forward contract is closed or offset by a matching contract. The face or contract amount in U.S. dollars reflects the total exposure the fund has in that particular contract. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from possible movements in non-U.S. exchange rates and securities values underlying these instruments.
2. NON-U.S. INVESTMENTS
INVESTMENT RISK - Investments in securities of non-U.S. issuers in certain countries involve special investment risks. These risks may include, but are not limited to, investment and repatriation restrictions, revaluation of currencies, adverse political, social, and economic developments, government involvement in the private sector, limited and less reliable investor information, lack of liquidity, certain local tax law considerations, and limited regulation of the securities markets.
TAXATION - Net realized gain and net unrealized gain of the fund derived in India are subject to certain non-U.S. taxes at a rate of 10%. The fund provides for such non-U.S. taxes on investment income, net realized gain and net unrealized gain. Dividend and interest income is recorded net of non-U.S. taxes paid. For the six months ended September 30, 1999, such non-U.S. taxes were $28,216,000.
CURRENCY GAINS AND LOSSES - Net realized currency losses on dividends, interest, sales of non-U.S. bonds and notes, and other receivables and payables, on a book basis, were $2,270,000 for the six months ended September 30, 1999.
3. FEDERAL INCOME TAXATION
The fund complies with the requirements of the Internal Revenue Code applicable to regulated investment companies and intends to distribute all of its net taxable income and net capital gains for the fiscal year. As a regulated investment company, the fund is not subject to income taxes if such distributions are made. Required distributions are determined on a tax basis and may differ from net investment income and net realized gains for financial reporting purposes. In addition, 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.
As of September 30, 1999, net unrealized appreciation on investments for book and federal income tax purposes aggregated $8,116,887,000, of which $8,797,740,000 related to appreciated securities and $680,853,000 related to depreciated securities. During the six months ended September 30, 1999, the fund realized, on a tax basis, a net capital gain of $870,736,000 on securities transactions. Net losses related to non-U.S. currency transactions of $2,586,000 are treated as an adjustment to ordinary income for federal income tax purposes. The cost of portfolio securities for federal income tax purposes was $17,893,550,000 at September 30, 1999.
4. FEES AND TRANSACTIONS WITH RELATED PARTIES
INVESTMENT ADVISORY FEE - The fee of $56,343,000 for management services was incurred pursuant to an agreement with Capital Research and Management Company (CRMC), with which certain officers and Trustees of the fund are affiliated. The Investment Advisory and Service Agreement provides for monthly fees, accrued daily, based on an annual rate of 0.69% of the first $500 million of average net assets; 0.59% of such assets in excess of $500 million but not exceeding $1.0 billion; 0.53% of such assets in excess of $1.0 billion but not exceeding $1.5 billion; 0.50% of such assets in excess of $1.5 billion but not exceeding $2.5 billion; 0.48% of such assets in excess of $2.5 billion but not exceeding $4.0 billion; 0.47% of such assets in excess of $4.0 billion but not exceeding $6.5 billion; 0.46% of such assets in excess of $6.5 billion but not exceeding $10.5 billion; 0.45% of such assets in excess of $10.5 billion but not exceeding $17.0 billion; and 0.445% of such assets in excess of $17.0 billion.
DISTRIBUTION EXPENSES - Pursuant to a Plan of Distribution the fund may expend up to 0.25% of its average net assets annually for any activities primarily intended to result in sales of fund shares, provided the categories of expenses for which reimbursement is made are approved by the fund's Board of Trustees. Fund expenses under the Plan include payments to dealers to compensate them for their selling and servicing efforts. During the six months ended September 30, 1999, distribution expenses under the Plan were limited to $30,828,000. Had no limitation been in effect, the fund would have paid $34,094,000 in distribution expenses under the Plan. As of September 30, 1999, accrued and unpaid distribution expenses were $4,460,000.
American Funds Distributors, Inc. (AFD), the principal underwriter of the fund's shares, received $6,665,000 (after allowances to dealers) as its portion of the sales charges paid by purchasers of the fund's shares. Such sales charges are not an expense of the fund and, hence, are not reflected in the accompanying statement of operations.
TRANSFER AGENT FEE - American Funds Service Company (AFS), the transfer agent for the fund, was paid a fee of $8,947,000.
DEFERRED TRUSTEES' FEES - Trustees who are unaffiliated with CRMC may elect to defer part or all of the fees earned for services as members of the Board. Amounts deferred are not funded and are general unsecured liabilities of the fund. As of September 30, 1999, aggregate deferred amounts and earnings thereon since the deferred compensation plan's adoption (1993), net of any payments to Trustees, were $823,000.
CRMC is owned by The Capital Group Companies, Inc. AFS and AFD are both wholly owned subsidiaries of CRMC. Certain Trustees and officers of the fund are or may be considered to be affiliated with CRMC, AFS and AFD. No such persons received any remuneration directly from the fund.
5. INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES
The fund made purchases and sales of investment securities excluding short-term securities, of $3,785,063,000 and $2,889,728,000, respectively, during the six months ended September 30, 1999.
As of September 30, 1999, accumulated undistributed net realized gain on investments was $895,496,000 and paid-in capital was $16,011,481,000.
Pursuant to the custodian agreement, the fund receives credits against its custodian fee for imputed interest on certain balances with the custodian bank. The custodian fee of $4,546,000 includes $60,000 that was paid by these credits rather than in cash.
At September 30, 1999, the fund had no outstanding forward currency contracts.
Per-Share Data and Ratios Six months
ended Year Ended March 31
9/30/99 (1 1999 1998
Net Asset Value, Beginning of Period $30.21 $29.56 $26.70
--------------------------------
Income From Investment Operations:
Net investment income .24 .42 .45
Net gains or losses on securities (both
realized and unrealized) 4.055 1.85 4.79
--------------------------------
Total from investment operations 4.295 2.27 5.24
-------------------------------
Less Distributions:
Dividends (from net investment income) (.105) (.36) (.433)
Dividends (from net realized non-U.S. currency gains) (2 - - (.017)
Distributions (from capital gains) (.15) (1.26) (1.93)
-------------------------------
Total distributions (.255) (1.62) (2.38)
-------------------------------
Net Asset Value, End of Period $34.25 $30.21 $29.56
==============================
Total Return (3) 14.31% (4) 8.18% 20.97%
Ratios/Supplemental Data:
Net assets, end of period (in millions) $25,954 $22,083 $21,316
Ratio of expenses to average net assets 0.43% (4) .84% .86%
Ratio of net income to average net assets 0.76% (4) 1.45% 1.64%
Portfolio turnover rate 13.15% (4) 31.73% 30.51%
1997 1996 1995
Net Asset Value, Beginning of Period $24.28 $20.89 $21.95
-----------------------------
Income From Investment Operations:
Net investment income .46 .46 .35
Net gains or losses on securities (both
realized and unrealized) 3.28 3.63 (.19)
-----------------------------
Total from investment operations 3.74 4.09 .16
--------- -------------------
Less Distributions:
Dividends (from net investment income) (.41) (.49) (.317)
Dividends (from net realized non-U.S. currency gains) (2 (.03) - (.003)
Distributions (from capital gains) (.88) (.21) (.90)
--------- -------------------
Total distributions (1.32) (.70) (1.22)
--------- -------------------
Net Asset Value, End of Period $26.70 $24.28 $20.89
======== ======== =======
Total Return (3) 15.88% 19.84% .71%
Ratios/Supplemental Data:
Net assets, end of period (in millions) $16,737 $12,335 $8,588
Ratio of expenses to average net assets .90% .95% .97%
Ratio of net income to average net assets 1.77% 2.09% 1.80%
Portfolio turnover rate 25.82% 21.77% 16.02%
(1) Unaudited
(2) Realized non-U.S. currency gains are treated as ordinary
income for federal income tax purposes.
(3) Excludes maximum sales charge of 5.75%.
(4) Based on operations for the period shown
and, accordingly, not representative of a
full year.
|
EuroPacific Growth Fund
Investment Portfolio, March 31, 1999
Largest Percent
Individual of Net
Industry Diversification Holdings Assets
Percent of Net Assets
19.13% Telecommunications Mannesmann 3.42
8.43% Banking Telecom Italia 2.50
7.20% Health & Personal Care Astra 2.42
5.61% Broadcasting & Publishing Telefonos de Mexico 1.67
5.38% Electronic Components Deutsche Telekom 1.65
44.28% Other Industries Nokia 1.65
.56% Bonds & Notes Novartis 1.59
9.41% Cash and Equivalents News Corp. 1.45
Dixons Group 1.37
Ericsson 1.34
Shares or Market Percent
Principal Value of Net
EQUITY SECURITIES (common and preferred stocks and convertible debentures ) Amount (Millions) Assets
-------------------------------------------- -------- -------- --------
TELECOMMUNICATIONS - 19.13%
Mannesmann AG (Germany) 5,907,500 754.277 3.42
Telecom Italia SpA, nonconvertible savings shares (Italy) 55,084,500 327.525
Telecom Italia SpA, ordinary shares 21,200,000 225.173 2.50
Telefonos de Mexico, SA de CV, Class L (ADR) (Mexico) 5,147,000 337.129
Telefonos de Mexico, SA de CV, Class L 9,612,500 31.419 1.67
Deutsche Telekom AG (Germany) 8,929,983 363.839 1.65
Orange PLC (United Kingdom) (1) 15,274,500 213.649 .97
Telecom Italia Mobile SpA (Italy) 14,805,000 99.150
Telecom Italia Mobile SpA, savings shares 20,705,000 79.823 .81
Telefonica, SA (Spain) 3,779,900 160.289 .73
Swisscom AG (Switzerland) (1) 406,810 159.091 .72
Tele Danmark AS (Denmark) 997,200 98.816
Tele Danmark AS, Class B (ADR) 1,012,100 49.593 .67
COLT Telecom Group PLC (United Kingdom) (1) 7,696,000 138.438
COLT Telecom Group PLC 2.00% convertible debentures 2005 DM5,000,000 3.197 .64
Koninklijke PTT Nederland NV (Netherlands) 3,240,947 128.900 .58
France Telecom, SA (France) 1,274,444 103.026 .47
DDI Corp. (Japan) 21,755 102.852 .47
Vodafone Group PLC (United Kingdom) 4,274,948 79.313
Vodafone Group PLC (ADR) 105,000 19.714 .45
Teleglobe Inc. (Canada) 3,100,000 94.388 .43
Telecom Corp. of New Zealand Ltd. (New Zealand) 13,889,200 67.844
Telecom Corp. of New Zealand Ltd. (2) 4,107,000 20.061
Telecom Corp. of New Zealand Ltd. (ADR) 63,600 2.480 .41
Philippine Long Distance Telephone Co. (ADR) (Philippines) 1,624,094 42.023
Philippine Long Distance Telephone Co., convertible preferred
Series III (GDR) 400,000 19.000
Philippine Long Distance Telephone Co. 533,120 14.088 .34
NTT Mobile Communications Network, Inc. (Japan) 1,479 73.045 .33
Compania de Telecomunicaciones de Chile SA (ADR) (Chile) 3,051,273 71.896 .33
British Telecommunications PLC (United Kingdom) 4,000,000 65.489 .30
Videsh Sanchar Nigam Ltd. (GDR) (India) (2) 3,781,159 38.568
Videsh Sanchar Nigam Ltd. 450,000 7.227
Videsh Sanchar Nigam Ltd. (GDR) 486,950 4.967 .22
SK Telecom Co., Ltd. (ADR) (South Korea) 1,861,650 22.689
SK Telecom Co., Ltd. 21,927 19.072 .19
Telefonica de Argentina SA, Class B (ADR) (Argentina) 1,189,400 35.979 .16
Mahanagar Telephone Nigam Ltd. (India) 6,850,000 28.571
Mahanagar Telephone Nigam Ltd. (GDR) (2) 570,600 6.063 .16
Telefonica del Peru SA, Class B (ADR) (Peru) 2,408,900 30.713 .14
Perusahaan Perseroan (Persero) PT Indonesian Satellite Corp.
(ADR) (Indonesia) 892,700 11.549
Perusahaan Perseroan (Persero) PT Indonesian Satellite Corp. 7,290,500 9.770 .09
Magyar Tavkozlesi Rt. (ADR) (Hungary) 655,500 17.535 .08
Telstra Corp. Ltd. (Australia) 2,800,000 14.691 .07
Telecom Argentina STET-France Telecom SA, Class B (ADR) (Argentina) 439,300 12.053 .05
Millicom International Cellular SA (Luxembourg) (1) 440,000 11.440 .05
Telesp Celular Participacoes SA, preferred nominative (Brazil) 194,412,100 7.255
Telesp Celular Participacoes SA, ordinary nominative 39,540,000 .945 .03
BANKING - 8.43%
Bank of Nova Scotia (Canada) 12,098,200 257.212 1.16
Westpac Banking Corp. (Australia) 25,275,696 184.750 .85
ABN AMRO Holding NV (Netherlands) 8,528,000 177.642 .80
Fuji Bank, Ltd. (Japan) 12,871,000 76.172
Fuji JGB Investment LLC, Series A, 9.87% noncumulative
preferred (2) 41,000,000 36.490 .50
HSBC Holdings PLC (United Kingdom) 3,508,374 110.019 .50
Sakura Bank, Ltd. (Japan) 32,369,000 98.104
Sakura Finance (Bermuda) Trust, convertible preference share units 1,614,000,000 9.606 .49
Australia and New Zealand Banking Group Ltd. (Australia) 14,736,339 107.245 .49
Bank of Scotland (United Kingdom) 7,385,000 98.629 .45
Asahi Bank, Ltd. (Japan) 15,834,000 83.548 .38
Royal Bank of Canada (Canada) 1,752,700 82.258 .37
ForeningsSparbanken AB, Class A (Sweden) 3,400,000 80.072 .36
Bangkok Bank PCL (Thailand) (1) 32,400,000 66.475 .31
Tokai Bank, Ltd. (Japan) 9,662,000 62.320 .28
Commonwealth Bank of Australia (Australia) 3,666,248 60.328 .27
Hang Seng Bank Ltd. (Hong Kong) 6,095,500 56.047 .25
STB Cayman Capital Ltd. 0.50% convertible debentures 2007 (Japan) Y5,925,000,000 49.021 .22
Royal Bank of Scotland Group PLC (United Kingdom) 2,067,974 45.106 .20
Banque Nationale de Paris (France) 475,000 41.321 .19
Allied Irish Banks, PLC (Ireland) 1,050,000 18.128 .08
Barclays Bank PLC (United Kingdom) 522,400 15.103 .07
Unidanmark A/S, Class A (Denmark) 212,000 14.478 .07
Unibanco-Uniao de Bancos Brasileiros SA, units (GDR) (Brazil) 600,000 11.550 .05
MBL International Finance (Bermuda) Trust 3.00% convertible
debentures 2002 (Bermuda) $10,000,000 10.625 .05
Toyo Trust and Banking Co., Ltd. (Japan) 2,800,000 8.723 .04
HEALTH & PERSONAL CARE - 7.20%
Astra AB, Class A (Sweden) 20,514,400 470.640
Astra AB, Class B 2,832,267 64.288 2.42
Novartis AG (Switzerland) 215,866 350.673 1.59
Zeneca Group PLC (United Kingdom) 5,693,900 266.975 1.21
Elan Corp., PLC (ADR) (Ireland) (1) 2,337,400 163.034 .74
Glaxo Wellcome PLC (United Kingdom) 2,185,000 72.887
Glaxo Wellcome PLC (ADR) 1,000,000 66.937 .63
SmithKline Beecham PLC (ADR) (United Kingdom) 850,000 60.775 .28
Synthelabo (France) 128,000 27.837 .13
Shiseido Co., Ltd. (Japan) 1,628,000 22.540 .10
Fujisawa Pharmaceutical Co. Ltd. (Japan) 1,469,000 23.129 .10
BROADCASTING & PUBLISHING - 5.61%
News Corp. Ltd. (ADR) (Australia) 3,958,200 116.767
News Corp. Ltd., preferred 15,423,952 106.270
News Corp. Ltd. 8,735,006 64.803
News Corp. Ltd., preferred (ADR) 1,181,600 32.494 1.45
CANAL + (France) 680,015 199.265 .90
Mediaset SpA (Italy) (2) 9,174,544 86.207
Mediaset SpA 8,093,000 76.045 .73
Grupo Televisa, SA, ordinary participation certificates
(ADR) (Mexico) (1) 4,347,700 136.409 .62
Pearson PLC (United Kingdom) 2,460,000 55.873 .25
Thomson Corp. (Canada) 1,660,000 46.524 .21
Fuji Television Network Inc. (Japan) 9,195 46.577 .21
Nippon Television Network Corp. (Japan) 113,650 43.752 .20
Pathe (France) 165,000 42.384 .19
Television Broadcasts Ltd. (Hong Kong) 10,677,000 38.924 .18
Publishing & Broadcasting Ltd. (Australia) 5,429,789 31.060 .14
Arnoldo Mondadori Editore SpA (Italy) (1) 1,950,000 29.105 .13
Modern Times Group MTG AB, Class B (ADR) (Sweden) (1) 211,822 18.852
Modern Times Group MTG AB, Class A (1) 302,260 5.113 .11
Societe Europeenne des Satellites SA, Class A (FDR) (Luxemborg) (1) 150,000 20.399 .09
Daily Mail and General Trust PLC, Class A (United Kingdom) 395,000 19.149 .09
United News & Media PLC 6.125% convertible
debentures 2003 (United Kingdom) GBP7,400,000 12.670 .06
Independent Newspapers, PLC (Ireland) 2,249,202 10.196 .05
ELECTRONIC COMPONENTS - 5.38%
Murata Manufacturing Co., Ltd. (Japan) 5,371,000 285.667 1.29
Rohm Co., Ltd. (Japan) 2,235,000 266.992 1.21
Samsung Electronics Co., Ltd. (South Korea) 3,324,289 257.592
Samsung Electronics Co., Ltd. (GDR) (2) 203,596 8.327 1.21
Hoya Corp. (Japan) 2,294,000 130.145 .59
Hon Hai Precision Industry Co. Ltd. (Taiwan) (1) 19,400,000 103.678 .47
Hirose Electric Co., Ltd. (Japan) 1,000,000 83.580 .38
Siliconware Precision Industries Co., Ltd. (Taiwan) 23,199,400 47.281 .21
LG Semicon Co., Ltd. (South Korea) 395,233 4.046 .02
BUSINESS & PUBLIC SERVICES - 5.16%
Rentokil Initial PLC (United Kingdom) 31,860,900 197.123 .89
Reuters Group PLC (United Kingdom) 12,094,933 177.176 .80
TNT Post Groep (Netherlands) 5,126,900 154.384 .70
Vivendi SA (France) 482,170 118.600 .56
Brambles Industries Ltd. (Australia) 4,005,000 102.039 .46
United Utilities PLC (United Kingdom) 4,978,414 60.237 .27
Securitas AB, Class B (Sweden) 3,108,000 49.175 .22
Hyder PLC (United Kingdom) 3,850,000 48.758 .22
Hays PLC (United Kingdom) 4,600,000 47.904 .22
Thames Water PLC (United Kingdom) 2,786,597 42.349 .19
Comparex Holdings Ltd. (South Africa) 4,500,000 35.127 .16
Ratin A/S, Class B (Denmark) 140,000 25.224 .11
Dimension Data Holdings Ltd. (South Africa) (1) 5,267,818 23.424 .11
ALTRAN TECHNOLOGIES (France) 100,000 25.364 .11
TT Tieto Oy (Finland) 500,000 20.588 .09
SAP AG (Germany) 37,000 11.900 .05
ELECTRICAL & ELECTRONICS - 4.40%
Nokia Corp., Class A (Finland) 1,438,000 231.408
Nokia Corp., Class A (ADR) 850,000 132.388 1.65
Telefonaktiebolaget LM Ericsson, Class B (Sweden) 8,580,100 208.853
Telefonaktiebolaget LM Ericsson, Class B (ADR) 3,620,000 86.201 1.34
Matsushita Communication Industrial Co., Ltd. (Japan) 1,600,000 108.198 .49
Siemens AG (Germany) 1,000,000 66.809 .30
ECI Telecom Ltd. (Israel) 1,765,000 61.775 .28
Premier Farnell PLC (United Kingdom) 13,567,800 47.280 .21
Northern Telecom Ltd. (Canada) 460,000 28.577 .13
AUTOMOBILES - 3.91% Bayerische Motoren Werke AG (Germany) 383,480 249.771 Bayerische Motoren Werke AG, preferred 56,726 20.873 1.22 Suzuki Motor Corp. (Japan) 14,565,000 193.175 .87 Volvo AB, Class B (Sweden) 4,970,000 130.353 .59 Honda Motor Co., Ltd. (Japan) 1,890,000 85.365 .39 Peugeot SA (France) 500,000 71.881 .33 Mitsubishi Motors Corp. (Japan) (1) 17,820,000 66.496 .30 Porsche AG, preferred (Germany) 10,000 24.554 .11 Nissan Motor Co., Ltd. (Japan) 4,000,000 15.534 .07 Mazda Motor Corp. (Japan) 1,669,000 6.482 .03 MERCHANDISING - 3.40% Dixons Group PLC (United Kingdom) 14,350,000 302.774 1.37 Kingfisher PLC (United Kingdom) 6,862,231 86.629 .40 Carrefour SA (France) 98,000 75.521 .34 Cifra, SA de CV, Class V (Mexico) (1) 36,408,570 57.167 Cifra, SA de CV, Class C (1) 8,402,600 12.981 .32 Koninklijke Ahold NV (Netherlands) 1,076,010 41.228 Koninklijke Ahold NV 3.00% convertible debentures 2003 $18,900,000 12.096 .24 Tesco PLC (United Kingdom) 17,744,600 47.510 .22 H & M Hennes & Mauritz AB, Class B (Sweden) 500,000 37.729 .17 Safeway PLC (United Kingdom) 7,615,000 29.945 .14 Coles Myer Ltd. (Australia) 5,311,047 28.886 .13 George Weston Ltd. (Canada) 350,000 14.801 .06 Amway Japan Ltd. (ADR) (Japan) 581,250 2.543 .01 Edgars Stores Ltd. (South Africa) 57,720 .298 .00 ENERGY SOURCES - 2.82% Royal Dutch Petroleum Co. (Netherlands) 1,600,000 85.049 Royal Dutch Petroleum Co. (New York Registered Shares) 280,000 14.560 "Shell" Transport and Trading Co., PLC (New York Registered Shares) (United Kingdom) 675,000 27.422 .57 Broken Hill Proprietary Co. Ltd. (Australia) 14,767,604 126.246 .57 Elf Aquitaine (France) 790,000 107.263 .49 TOTAL, Class B (ADR) (France) 828,807 50.557 TOTAL, Class B 185,693 22.868 .33 Sasol Ltd. (South Africa) 13,213,700 65.404 .30 Norsk Hydro AS (Norway) 650,000 26.495 Norsk Hydro AS (ADR) 500,000 20.187 .21 ENI SpA (Italy) 3,500,000 22.401 ENI SpA (ADR) 250,000 15.781 .17 YPF SA, Class D (ADR) (Argentina) 850,000 26.828 .12 Electrafina SA (Belgium) 107,764 12.503 .06 INSURANCE - 2.73% ING Groep NV (Netherlands) 5,231,681 288.257 1.31 PartnerRe Holdings Ltd. (Singapore - Incorporated in Bermuda) 2,031,900 82.292 .37 Royal & Sun Alliance Insurance Group PLC (United Kingdom) 7,753,283 73.299 .33 Union des Assurances Federales (France) 493,960 59.177 .27 Allied Zurich PLC (United Kingdom) (1) 4,065,000 54.760 .25 Swiss Life-Glaxo Wellcome 2.00% convertible debentures 2003 (Switzerland) (2) $15,000,000 16.970 Swiss Life-Mannesmann 1.50% convertible debentures 2003 (2) $8,000,000 10.490 .12 Corporacion Mapfre, CIR, SA (Spain) 858,500 16.947 .08 MULTI-INDUSTRY - 2.44% Orkla AS, Class A (Norway) 7,896,000 121.076 Orkla AS, Class B 2,000,000 26.656 .67 BTR Siebe PLC (formerly Siebe PLC) (United Kingdom) 30,780,000 137.303 .62 Lend Lease Corp. Ltd. (Australia) 7,006,526 89.472 .40 Hutchison Whampoa Ltd. (Hong Kong) 7,735,000 60.890 .28 Lagardere Groupe SCA (France) 920,000 29.878 .14 TI Group PLC (United Kingdom) 3,983,500 25.835 .12 Swire Pacific Ltd., Class A (Hong Kong) 5,000,000 23.229 .10 Ayala Corp. (Philippines) 62,388,750 18.991 .09 PT Astra International (Indonesia) (1) 54,000,000 5.180 .02 Groupe Bruxelles Lambert SA (Belgium) (1) 126,900 .006 .00 BEVERAGES & TOBACCO - 1.98% Foster's Brewing Group Ltd. (Australia) 54,501,800 160.770 .73 South African Breweries PLC (United Kingdom) (1) 7,947,287 69.000 .31 Panamerican Beverages, Inc., Class A (Mexico) 3,322,800 58.357 .26 Coca-Cola Amatil Ltd. (Australia) 9,534,119 41.450 Coca-Cola Beverages PLC (United Kingdom) (1) 9,567,371 15.512 .26 Swedish Match AB (Sweden) 11,076,924 38.827 .18 San Miguel Corp., Class B (Philippines) 17,556,700 29.337 .13 Asahi Breweries, Ltd. (Japan) 1,056,000 13.819 Asahi Breweries, Ltd. 1.00% convertible debentures 2003 Y413,000,000 4.707 Asahi Breweries, Ltd. 0.90% convertible debentures 2001 Y296,000,000 3.399 Asahi Breweries, Ltd. 0.95% convertible debentures 2002 Y178,000,000 1.958 .11 I.T.C. Ltd. (India) 372 .008 .00 FOOD & HOUSEHOLD PRODUCTS - 1.70% Reckitt & Colman PLC (United Kingdom) 11,772,175 127.627 .58 Nestle SA (Switzerland) 69,000 125.535 .57 Groupe Danone (France) 161,185 40.552 .18 Raisio Group PLC (Finland) 3,771,700 34.968 .16 Cadbury Schweppes PLC (United Kingdom) 2,000,000 29.168 .13 Benckiser NV, Class B (Netherlands) 300,000 16.821 .08 RECREATION & OTHER CONSUMER PRODUCTS - 1.64% Nintendo Co., Ltd. (Japan) 1,702,200 146.868 .66 EMI Group PLC (United Kingdom) 10,500,000 74.958 .34 Fuji Photo Film Co., Ltd. (Japan) 1,280,000 48.412 .22 Sony Music Entertainment (Japan) Inc. (Japan) 474,800 35.875 .16 Bajaj Auto Ltd. (India) 2,047,500 29.777 Bajaj Auto Ltd. (GDR) 75,000 1.275 .14 Square Co., Ltd. (Japan) 730,000 26.069 .12 APPLIANCES & HOUSEHOLD DURABLES - 1.33% Sony Corp. (Japan) 2,153,500 199.078 .90 Koninklijke Philips Electronics NV (formerly Philips Electronics NV) (Netherlands) 1,170,000 95.277 .43 UTILITIES: ELECTRIC & GAS - 1.29% Cia. Energetica de Minas Gerais - CEMIG, preferred nominative (ADR) (Brazil) 3,433,226 75.960 Cia. Energetica de Minas Gerais - CEMIG, ordinary nominative 311,044,152 4.298 Cia. Energetica de Minas Gerais - CEMIG, preferred nominative (ADR) (2) 26,066 .577 Cia. Energetica de Minas Gerais - CEMIG, preferred nominative 596 0 .36 Manila Electric Co., Class A (GDR) (Philippines) (1,2,3) 3,110,000 39.379 Manila Electric Co., Class B 9,540,381 31.636 .32 National Power PLC (United Kingdom) 7,135,400 54.881 .25 Centrais Eletricas Brasileiras SA - ELETROBRAS, Class B, preferred nominative (ADR) (Brazil) 2,100,500 21.530 Centrais Eletricas Brasileiras SA - ELETROBRAS, ordinary nominative (ADR) 419,000 3.981 .12 Scottish Power PLC (United Kingdom) 2,350,000 20.586 .09 Cia. Paranaense de Energia - COPEL, Class B, preferred nominative (ADR) (Brazil) 2,018,000 15.135 .07 Enersis SA (ADR) (Chile) 316,900 8.497 .04 LIGHT-Servicos de Eletricidade SA (Brazil) 41,650,000 3.886 .02 CESP - Cia. Energetica de Sao Paulo, preferred nominative (ADR) (Brazil) 455,084 2.731 CESP - Cia. Energetica de Sao Paulo, preferred nominative (ADR) (2) 297,000 1.782 .02 REAL ESTATE - 1.16% Cheung Kong (Holdings) Ltd. (Hong Kong) 10,138,000 77.190 .35 Sun Hung Kai Properties Ltd. (Hong Kong) 8,150,000 61.001 .28 Hongkong Land Holdings Ltd. (Hong Kong - Incorporated in Bermuda) 34,363,300 44.672 .20 Mitsubishi Estate Co., Ltd. (Japan) 2,657,000 27.030 .12 Ayala Land, Inc. (Philippines) 83,880,000 24.447 .11 Security Capital Global Realty (Luxembourg) (1,2,3) 1,125,000 22.500 .10 INDUSTRIAL COMPONENTS - 1.07% NGK Spark Plug Co., Ltd. (Japan) 6,412,000 73.945 .33 Minebea Co., Ltd. (Japan) 4,559,000 47.110 .22 Cie. Generale des Etablissements Michelin, Class B (France) 1,009,444 45.269 .20 Valeo (France) 530,000 41.472 .19 Bridgestone Corp. (Japan) 775,000 19.759 .09 Morgan Crucible Co. PLC (United Kingdom) 2,550,836 8.848 .04 FOREST PRODUCTS & PAPER - 1.03% UPM-Kymmene Corp. (Finland) 3,680,800 101.701 .45 Abitibi-Consolidated Inc. (Canada) 9,500,000 85.074 .39 Stora Enso Oyj (formerly Stora Kopparbergs Bergslags AB) (Finland) 2,394,843 23.780 .11 AssiDoman AB (Sweden) 828,000 16.829 .08 FINANCIAL SERVICES - 0.96% Nichiei Co., Ltd. (Japan) 1,342,900 120.288 .54 Newcourt Credit Group Inc. (Canada) 2,231,640 60.251 .27 ORIX Corp. (Japan) 420,000 31.522 .15 DATA PROCESSING & REPRODUCTION - 0.90% Fujitsu Ltd. (Japan) 8,446,000 135.621 .62 Acer Inc. (Taiwan) (1) 47,125,000 62.748 .28 CHEMICALS - 0.75% BOC Group PLC (United Kingdom) 6,430,000 89.705 .41 L'Air Liquide (France) (1) 261,095 38.889 .18 Bayer AG (Germany) 600,000 22.471 .10 Imperial Chemical Industries PLC (ADR) (United Kingdom) 430,000 15.399 .06 BUILDING MATERIALS & COMPONENTS - 0.60% Cemex, SA de CV, ordinary participation certificates (Mexico) 18,063,379 73.753 Cemex, SA de CV, Class B 2,210,625 9.282 Cemex, SA de CV, Class A, ordinary participation certificates 1,793,075 7.444 .41 Holderbank Financiere Glaris Ltd. (Switzerland) 38,045 42.601 .19
MACHINERY & ENGINEERING - 0.58%
GKN PLC (United Kingdom) 4,270,000 65.168 .30
Valmet Oy (Finland) 3,400,000 39.081 .18
Kvaerner AS, Class A (Norway) 924,800 16.455 .07
Kawasaki Heavy Industries, Ltd. (Japan) 3,330,000 7.253 .03
METALS: NONFERROUS - 0.56%
Pechiney, Class A (France) 2,878,675 104.083 .47
WMC Ltd. (Australia) 6,064,917 19.351 .09
OTHER INDUSTRIES - 2.08%
Bombardier Inc., Class B (Canada) 8,400,000 110.607 .50
Seagram Co. Ltd. (Canada) 1,200,000 60.000 .27
Buhrmann NV (Netherlands) 2,744,000 47.682 .22
ADVANTEST CORP. (Japan) 545,200 41.655 .19
Mitsui & Co., Ltd. (Japan) 5,600,000 37.869 .17
Qantas Airways Ltd. (Australia) 14,109,102 37.369 .17
Granada Group PLC (United Kingdom) 1,648,765 33.835 .15
Tokyo Electron Ltd. (Japan) 575,000 29.757 .14
Stolt-Nielsen SA, Class B (ADR) (Incorporated in Luxembourg) 1,147,500 13.985
Stolt-Nielsen SA 837,000 9.050 .10
Bergesen d.y. AS, Class B (Norway) 1,130,000 14.622
Bergesen d.y. AS, Class A 542,800 7.446 .10
Rank Group PLC (United Kingdom) 2,500,000 9.120 .04
Mandarin Oriental International Ltd. (Singapore) 9,670,312 6.286 .03
MISCELLANEOUS - 1.79%
Other equity securities in intial period of acquisition 394.852 1.79
---------- ----------
TOTAL EQUITY SECURITIES (cost: $13,907.584 million) 19,881.562 90.03
---------- ----------
BONDS & NOTES
Principal
Amount
(Millions)
BROADCASTING & PUBLISHING - .08%
Grupo Televisa, SA 0%/13.25% 2008 (4) $20.000 16.850 .08
MULTI-INDUSTRY - .01%
Hutchison Whampoa Finance (CI) Ltd., Series D, 6.988% 2037 (1) 1.350 1.278
Hutchison Whampoa, Series C, 7.50% 2027 (1) 1.450 1.248 .01
GOVERMENTS AND GOVERNMENTAL AUTHORITIES
(excluding U.S. government) - .47%
Brazil (Federal Republic of), Bearer 8.00% 2014 130.645 83.286 .38
Argentina (Republic of)11.75% 2007 ARP14.000 12.854
Argentina (Republic of)11.375% 2017 7.500 7.097 .09
---------- ----------
TOTAL BONDS & NOTES (cost: $111.319 million) 122.613 .56
---------- ----------
Principal Market Percent
Amount Value of Net
SHORT-TERM SECURITIES (Millions) (Millions) Assets
Corporate Short-Term Notes - 7.03%
BMW U.S. Capital Corp. 4.77%-4.80% due 4/12-5/5/1999 92.000 91.786 .42
International Business Machines Corp. 4.81%-4.86%
due 4/21-6/10/1999 80.000 79.590 .36
FCE Bank PLC 4.81%-4.83% due 4/09-5/21/1999 79.200 78.870 .36
Ciesco LP 4.78%-4.83% due 4/8-5/20/1999 77.900 77.511 .35
Associates First Capital Finance BV 4.83%-4.87%
due 4/29-6/7/1999 77.400 76.967 .35
Abbey National North America 4.80%-4.84% due 4/12-5/13/1999 75.000 74.681 .33
DaimlerChrylser NA Holdings 4.82%-4.87% due 4/28-5/24/1999 70.775 70.375 .33
Halifax PLC 4.75%-4.83% due 4/7-6/3/1999 68.500 68.186 .31
Xerox Capital (Europe) PLC 4.78%-4.80% due 4/27-5/5/1999 66.000 65.723 .29
Toyota Motor Credit Corp. 4.80%-4.82% due 4/6-6/28/1999 57.671 57.233 .26
Lloyds Bank PLC 4.83%-4.84% due 4/1-4/6/1999 57.200 57.173 .26
Rio Tinto America Inc. 4.83%-4.84% due 5/25-6/7/1999 56.000 55.496 .25
American Honda Finance Corp. 4.83%-4.85% due 4/13-5/25/1999 55.200 54.880 .25
British Columbia (Province of) 4.77%-4.97% due 4/13-5/13/1999 53.775 53.634 .25
Canadian Wheat Board 4.80% due 5/27/1999 53.283 52.875 .24
General Electric Capital Corp. 4.80%-4.84% due 5/7-5/19/1999 51.400 51.108 .23
Commonwealth Bank of Australia 4.85% due 4/12/1999 50.000 49.920 .23
American Express Credit Corp. 4.77%-4.82% due 4/23-4/26/1999 45.300 45.148 .20
Svenska Handelsbanken 4.78%-4.89% due 5/3-5/28/1999 45.000 44.783 .20
Motiva Enterprises LLC 4.83%-4.88% due 4/9-5/11/1999 42.500 42.304 .19
Westpac Capital Corp. 4.82% due 4/13/1999 40.000 39.931 .19
Telstra Corp. Ltd. 4.80%-4.86% due 4/16-5/14/1999 40.000 39.876 .18
France Telecom 4.83% due 4/13-5/17/1999 40.000 39.801 .18
Repsol International Finance BV 4.80%-4.82% due 5/10-7/15/1999 38.800 38.367 .17
Siemens Capital Corp. 4.74%-4.80% due 4/21-5/26/1999 36.800 36.660 .16
BP America Inc. 4.74%-4.79% due 4/22-5/13/1999 35.900 35.774 .16
ABN-AMRO North America Finance Inc. 4.80% due 4/8/1999 25.000 24.973 .11
Societe Generale North America Inc. 4.78% due 4/28/1999 25.000 24.906 .11
Barclays U.S. Funding Corp. 4.81% due 6/8/1999 25.000 24.767 .11
Federal Agency Discount Notes - 1.65%
Freddie Mac 4.73%-4.80% due 4/12-6/10/1999 193.600 192.393 .87
Fannie Mae 4.71%-4.79% due 4/6-6/10/1999 171.539 170.980 .78
Certificates of Deposit - 0.57%
Barclays Bank PLC 4.87% due 4/15/1999 50.000 50.000 .23
Rabobank Nederland NV 4.85% due 5/6/1999 50.000 49.997 .23
Canadian Imperial Bank of Commerce 4.84% due 4/5/1999 25.000 25.000 .11
Non-U.S. Currency - 0.03%
New Taiwanese Dollar NT$255.268 7.707 .03
---------- ----------
TOTAL SHORT-TERM SECURITIES (cost: $2,050.961 million) 2,049.375 9.28
---------- ----------
TOTAL INVESTMENT SECURITIES (cost: $16,069.864 million) 22,053.550 99.87
Excess of cash and receivables over payables 29.425 .13
---------- ----------
NET ASSETS $22,082.975 100.00%
========== ======
(1) Non-income-producing securities.
(2) Purchased in a private placement transaction; resale to the
public may require registration or sale only to qualified
institutional buyers.
(3) Valued under procedures established by the Board of Trustees.
(4) Step bond; coupon rate will increase at a later date.
ADR = American Depositary Receipts
GDR = Global Depositary Receipts
FDR = Fiduciary Depositary Receipts
The descriptions of the companies shown in the portfolio, which
were obtained from published reports and other sources believed
to be reliable, are supplemental, and are not covered by the
Report of Independent Accountants.
See Notes to Financial Statements
|
EQUITY SECURITIES APPEARING IN THE PORTFOLIO SINCE SEPTEMBER 30, 1998
Acer Elan Imperial Chemical Industries Allied Zurich Electrafina NGK Spark Plug ALTRAN TECHNOLOGIES Enersis NTT Mobile Communications Network Amway Japan Fuji Television Network Raisio Group Arnoldo Mondadori Editore Fujisawa Pharmaceutical Rank Group Banque Nationale de Paris George Weston SAP Barclays Bank GKN Swisscom Benckiser Hang Seng Bank Teleglobe Comparex Holdings Hays Telesp Celular ECI Telecom Hon Hai Precision Industry TT Tieto Edgars Stores Hongkong Land Holdings Valeo |
EQUITY SECURITIES ELIMINATED FROM THE PORTFOLIO SINCE SEPTEMBER 30, 1998
Adidas-Salomon Grupo Financiero Banamex Accival MAYR-MELNHOF Karton AJL PEPS Trust Guangshen Railway Merkantildata Alcan Aluminium Guardian Royal Exchange Mitsui Fudosan Banco Itau Gucci Group Mitsui Trust and Banking Bank of Montreal Hanil Bank MTI Capital (Cayman) BPB Hongkong Electric Holdings Nippon Telegraph and Telephone Brierley Investments Hong Kong Telecommunications Nippon Yusen Caradon Imperial Oil NSK Cathay Pacific Inco Shinhan Bank Christiania Bank Ito-Yokado SOFTBANK Cia. Cervejaria Brahma Jardine Strategic Holdings Suez Lyonnaise des Eaux Cie. Financiere Richemont Kawasaki Steel Teck Cominco Komori Telecomunicacoes Brasileiras Daimler-Benz Kookmin Bank Toyota Motor Delta Electronics Lloyds TSB Group Woodside Petroleum Gambro LVMH Moet Hennessy Louis Vuitton Woolworths |
EuroPacific Growth Fund
Financial Statements
----------------------------- -------- --------
Statement of Assets and Liabilities
at March 31, 1999 (dollars in millions)
----------------------------- -------- --------
ASSETS:
Investment securities at market
(cost: $16,069.864) $22,053.550
Cash 1.578
Receivables for-
Sales of investments $17.919
Sales of fund's shares 29.897
Dividends and accrued interest 82.915 130.731
-------- --------
22,185.859
LIABILITIES:
Payables for-
Purchases of investments 44.356
Repurchases of fund's shares 43.456
Management services 8.583
Accrued expenses 6.489 102.884
-------- --------
NET ASSETS AT MARCH 31, 1999-
Equivalent to $30.21 per share on
730,990,876 shares of beneficial
interest issued and outstanding;
unlimited shares authorized $22,082.975
==========
Statement of Operations
for the year ended March 31, 1999 (dollars in millions)
----------------------------- -------- --------
INVESTMENT INCOME:
Income:
Dividends $341.656
Interest 132.846 $474.502
--------
Expenses:
Management services fee 96.690
Distribution expenses 48.882
Transfer agent fee 15.869
Reports to shareholders .653
Registration statement and prospectus 1.183
Postage, stationery and supplies 2.872
Trustees' fees .207
Auditing and legal fees .096
Custodian fee 7.402
Taxes other than federal income tax .321
Other expenses .379 174.554
-------- --------
Net investment income 299.948
--------
REALIZED GAIN AND UNREALIZED
APPRECIATION ON INVESTMENTS:
Net realized gain 769.649
Net change in unrealized appreciation on:
Investments 527.740
Net increase in unrealized appreciation
Forward currency contracts (3.822) 523.918
-------- --------
Net realized gain and unrealized
appreciation on investments 1,293.567
--------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $1,593.515
==========
----------------------------- -------- --------
Statement of Changes in Net Assets Year ended March 31
(dollars in millions) 1999 1998
----------------------------- -------- --------
OPERATIONS:
Net investment income $ 299.948 $ 314.266
Net realized gain on investments 769.649 1,082.594
Net increase in unrealized appreciation
on investments 523.918 2,212.606
-------- --------
Net increase in net assets resulting
from operations 1,593.515 3,609.466
-------- --------
DIVIDENDS AND DISTRIBUTIONS PAID TO
SHAREHOLDERS:
Dividends from net investment income (258.117) (294.902)
Distributions from net realized gain on
investments (901.166) (1301.823)
-------- --------
Total dividends and distributions (1159.283) (1596.725)
-------- --------
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold: 149,373,115
and 177,804,677 shares, respectively 4,252.412 4,969.746
Proceeds from shares issued in reinvestment
of net investment income dividends and
distributions of net realized gain on
investments: 39,600,216 and 58,392,228 shares,
respectively 1,110.693 1,529.590
Cost of shares repurchased: 179,052,856
and 142,024,433 shares, respectively (5030.545) (3932.937)
-------- --------
Net increase in net assets resulting from
capital share transactions 332.560 2,566.399
-------- --------
TOTAL INCREASE IN NET ASSETS 766.792 4,579.140
NET ASSETS:
Beginning of year 21,316.183 16,737.043
-------- --------
End of year (including undistributed
net investment income: $65.361
and $71.284, respectively) $22,082.975 $21,316.183
========== ==========
See Notes to Financial Statements
|
Notes to Financial Statements
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION - EuroPacific Growth Fund (the "fund") is registered under the Investment Company Act of 1940 as an open-end, diversified management investment company. The fund seeks long-term capital appreciation by investing in the securities of companies based outside the United States.
SIGNIFICANT ACCOUNTING POLICIES - The following is a summary of the significant accounting policies consistently followed by the fund in the preparation of its financial statements:
SECURITY VALUATION - Equity securities, including depositary receipts, are valued at 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. In cases where equity securities are traded on more than one exchange, the securities are valued on the exchange or market determined by the investment adviser to be the broadest and most representative market, which may be either a securities exchange or the over-the-counter market. Fixed-income securities are valued at prices obtained from a pricing service, when such prices are available; however, in circumstances where the investment adviser deems it appropriate to do so, such securities will be valued at the mean quoted bid and asked prices or at prices for securities of comparable maturity, quality and type. 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 their representative quoted bid and asked prices. Securities and assets for which representative market quotations are not readily available are valued at fair value as determined in good faith by a committee appointed by the Board of Trustees.
NON-U.S. CURRENCY TRANSLATION - Assets or liabilities initially expressed in terms of non-U.S. currencies are translated into U.S. dollars at the prevailing market rates at the end of the reporting period. Purchases and sales of securities and income and expenses are translated into U.S. dollars at the prevailing market rates on the dates of such transactions. The effects of changes in non-U.S. currency exchange rates on investment securities are included with the net realized and unrealized gain or loss on investment securities.
SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME - As is customary in the mutual fund industry, securities transactions are accounted for on the date the securities are purchased or sold. In the event the fund purchases securities on a delayed-delivery or "when-issued" basis, it will segregate with its custodian liquid assets in an amount sufficient to meet its payment obligations in these transactions. Realized gains and losses from securities transactions are reported on an identified cost basis. Dividend and interest income is reported on the accrual basis. Discounts and premiums on securities purchased are amortized.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends and distributions paid to shareholders are recorded on the ex-dividend date.
FORWARD CURRENCY CONTRACTS - The fund may enter into forward currency contracts, which represent agreements to exchange currencies of different countries at specified future dates at specified rates. The fund enters into these contracts to reduce its exposure to fluctuations in foreign exchange rates arising from investments denominated in non-U.S. currencies. The fund's use of forward currency contracts involves market risk in excess of the amount recognized in the statement of assets and liabilities. The contracts are recorded in the statement of assets and liabilities at their net unrealized value. The fund records realized gains or losses at the time the forward contract is closed or offset by a matching contract. The face or contract amount in U.S. dollars reflects the total exposure the fund has in that particular contract. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from possible movements in non-U.S. exchange rates and securities values underlying these instruments.
2. NON-U.S. TAXATION
Net realized gain and net unrealized gain of the fund derived in India are subject to certain non-U.S. taxes at a rate of 10%. The fund provides for such non-U.S. taxes on investment income, net realized gain and net unrealized gain.
3. FEDERAL INCOME TAXATION It is the fund's policy to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its net taxable income, including any net realized gain on investments, to its shareholders. Therefore, no federal income tax provision is required.
As of March 31, 1999, net unrealized appreciation on investments, excluding forward currency contracts, for book and federal income tax purposes aggregated $5,983,490,000, net of accumulated deferred taxes totaling $196,000 on unrealized appreciation of Indian securities, of which $6,848,150,000 related to appreciated securities and $864,464,000 related to depreciated securities. During the year ended March 31, 1999, the fund realized, on a tax basis, a net capital gain of $767,021,000 on securities transactions. Net gains related to non-U.S. currency and other transactions of $2,628,000 were treated as ordinary income for federal income tax purposes. The cost of portfolio securities, excluding forward currency contracts, for federal income tax purposes was $16,079,407,000 at March 31, 1999.
4. FEES AND TRANSACTIONS WITH RELATED PARTIES
INVESTMENT ADVISORY FEE - The fee of $96,690,000 for management services was incurred pursuant to an agreement with Capital Research and Management Company (CRMC), with which certain officers and Trustees of the fund are affiliated. The Investment Advisory and Service Agreement provides for monthly fees, accrued daily, based on an annual rate of 0.69% of the first $500 million of average net assets; 0.59% of such assets in excess of $500 million but not exceeding $1.0 billion; 0.53% of such assets in excess of $1.0 billion but not exceeding $1.5 billion; 0.50% of such assets in excess of $1.5 billion but not exceeding $2.5 billion; 0.48% of such assets in excess of $2.5 billion but not exceeding $4.0 billion; 0.47% of such assets in excess of $4.0 billion but not exceeding $6.5 billion; 0.46% of such assets in excess of $6.5 billion but not exceeding $10.5 billion; 0.45% of such assets in excess of $10.5 billion but not exceeding $17.0 billion; and 0.445% of such assets in excess of $17.0 billion.
DISTRIBUTION EXPENSES - Pursuant to a Plan of Distribution the fund may expend up to 0.25% of its average net assets annually for any activities primarily intended to result in sales of fund shares, provided the categories of expenses for which reimbursement is made are approved by the fund's Board of Trustees. Fund expenses under the Plan include payments to dealers to compensate them for their selling and servicing efforts. During the year ended March 31, 1999, distribution expenses under the Plan were $48,882,000. As of March 31, 1999, accrued and unpaid distribution expenses were $3,794,000.
American Funds Distributors, Inc. (AFD), the principal underwriter of the fund's shares, received $6,399,000 (after allowances to dealers) as its portion of the sales charges paid by purchasers of the fund's shares. Such sales charges are not an expense of the fund and, hence, are not reflected in the accompanying statement of operations.
TRANSFER AGENT FEE - American Funds Service Company (AFS), the transfer agent for the fund, was paid a fee of $15,869,000.
TRUSTEES' FEES - Trustees who are unaffiliated with CRMC may elect to defer part or all of the fees earned for services as members of the Board. Amounts deferred are not funded and are general unsecured liabilities of the fund. As of March 31, 1999, aggregate deferred compensation and earnings thereon since the plan's adoption (1993), net of any payments to Trustees, were $654,000.
CRMC is owned by The Capital Group Companies, Inc. AFS and AFD are both wholly owned subsidiaries of CRMC. Certain Trustees and officers of the fund are or may be considered to be affiliated with CRMC, AFS and AFD. No such persons received any remuneration directly from the fund.
5. INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES
The fund made purchases and sales of investment securities, excluding short-term securities, of $5,832,297,000 and $6,423,027,000, respectively, during the year ended March 31, 1999.
As of March 31, 1999, accumulated undistributed net realized gain on investments was $137,172,000 and paid-in capital was $15,166,355,000. The fund reclassified $99,000 to undistributed net investment income from undistributed net realized gains; and reclassified $47,853,000 and $67,505,000 from undistributed net investment income and undistributed net realized gains, respectively, to paid-in capital for the year ended March 31, 1999.
Pursuant to the custodian agreement, the fund receives credits against its custodian fee for imputed interest on certain balances with the custodian bank. The custodian fee of $7,402,000 includes $179,000 that was paid by these credits rather than in cash.
Dividend and interest income is recorded net of non-U.S. taxes paid. For the year ended March 31, 1999, such non-U.S. taxes were $38,344,000. Net realized currency losses on dividends, interest, sales of non-U.S. bonds and notes, and other receivables and payables, on a book basis, were $808,000 for the year ended March 31, 1999.
At March 31, 1999, the fund had no outstanding forward currency contracts to sell non-U.S. currencies.
Per-Share Data and Ratios
Year Ended March 31
1999 1998 1997 1996 1995
Net Asset Value, Beginning of Year $29.56 $26.70 $24.28 $20.89 $21.95
------ ------ ------ ------ ------
Income From Investment Operations:
Net investment income .42 .45 .46 .46 .35
Net gains or losses on securities (both
realized and unrealized) 1.85 4.79 3.28 3.63 (.19)
------ ------ ------ ------ ------
Total from investment operations 2.27 5.24 3.74 4.09 .16
------ ------ ------ ------ ------
Less Distributions:
Dividends (from net investment income) (.36) (.433) (.41) (.49) (.317)
Dividends (from net realized non-U.S. currency gains) (1) - (.017) (.03) - (.003)
Distributions (from capital gains) (1.26) (1.93) (.88) (.21) (.90)
------ ------ ------ ------ ------
Total distributions (1.62) (2.38) (1.32) (.70) (1.22)
------ ------ ------ ------ ------
Net Asset Value, End of Year $30.21 $29.56 $26.70 $24.28 $20.89
====== ====== ====== ====== ======
Total Return (2) 8.18% 20.97% 15.88% 19.84% .71%
Ratios/Supplemental Data:
Net assets, end of year (in millions) $22,083 $21,316 $16,737 $12,335 $8,588
Ratio of expenses to average net assets .84% .86% .90% .95% .97%
Ratio of net income to average net assets 1.45% 1.64% 1.77% 2.09% 1.80%
Portfolio turnover rate 31.73% 30.51% 25.82% 21.77% 16.02%
(1) Realized non-U.S. currency gains are treated as ordinary
income for federal income tax purposes.
(2) Excludes maximum sales charge of 5.75%.
|
Report of Independent Accountants
To the Board of Trustees and Shareholders of EuroPacific Growth Fund:
In our opinion, the accompanying statement of assets and liabilities, including
the investment portfolio, and the related statements of operations and of
changes in net assets and the per-share data and ratios present fairly, in all
material respects, the financial position of EuroPacific Growth Fund (the
"Fund") at March 31, 1999, the results of its operations, the changes in its
net assets and the per-share data and ratios for the years indicated in
conformity with generally accepted accounting principles. These financial
statements and per-share data and ratios (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 generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation of
securities at March 31, 1999 by correspondence with the custodian, provide a
reasonable basis for the opinion expressed above.
/s/ PRICEWATERHOUSECOOPERS LLP Los Angeles, California April 30, 1999 |
EUROPACIFIC GROWTH FUND
SHAREHOLDER SERVICES
AMERICAN FUNDSLINE(R)
Stay on top of your investment day and night by calling our 24-hour automated
phone system. Order checks, exchange shares between funds, sell shares, confirm
transactions - all on your timetable.
FUNDSLINE ONLINE(R)
Visit our Web site when you want to obtain information about your account or
the funds, make redemptions and exchanges or download a prospectus.
AMERICAN FUNDSLINK(SM)
Link your fund account to your bank account for direct transfers between the
two. Also allows you to purchase shares using American FundsLine or FundsLine
Online.
AUTOMATIC TRANSACTIONS
Use this service when you want to make transactions on a regular basis. You may
purchase shares, invest dividends in the same fund or another American Fund,
sell shares and exchange shares between funds - all handled automatically per
your instructions.
RETIREMENT PLANS
Look to the American Funds for your retirement plan needs, whether a new or
rollover IRA, a Roth or traditional IRA, or a company-sponsored SIMPLE IRA,
401(k) or 403(b) plan.
FLEXIBLE DIVIDEND OPTIONS
Use your dividend and capital gain distributions to meet your changing needs.
You may -
* Invest dividends and capital gain distributions back into the fund
* Diversify by investing dividends and capital gain distributions into another
American Fund
* Take dividends in cash
* Have dividends paid directly to someone else
BECAUSE CERTAIN TRANSACTIONS HAVE RESTRICTIONS OR TAX CONSEQUENCES, PLEASE CONSULT YOUR FINANCIAL ADVISER BEFORE REQUESTING CHANGES.
WOULD YOU LIKE MORE INFORMATION?
Your financial adviser will be happy to explain these services in greater
detail, or you may
contact American Funds Service Company.
To contact American Funds Service Company:
Shareholder Services Representative - 8 a.m. to 8 p.m. Eastern time -
800/421-0180
American FundsLine - 24-hour automated telephone system - 800/325-3590
FundsLine OnLine - Web site - www.americanfunds.com
By mail - Write to the service center nearest you.
(If you live outside the United States, please write to the western service
center.)
WESTERN
AMERICAN FUNDS
SERVICE COMPANY
[map of Western part of U.S.]
P.O. Box 2205
Brea, CA 92822-2205
WEST CENTRAL
AMERICAN FUNDS
SERVICE COMPANY
[map of West Central part of U.S.]
P.O. Box 659522
San Antonio, TX 78265-9522
EAST CENTRAL
AMERICAN FUNDS
SERVICE COMPANY
[map of East Central part of U.S.]
P.O. Box 6007
Indianapolis, IN 46206-6007
EASTERN
AMERICAN FUNDS
SERVICE COMPANY
[map of Eastern part of U.S.]
P.O. Box 2280
Norfolk, VA 23501-2280
Please obtain the applicable prospectuses from your financial adviser or our Web site and read them carefully before investing or sending money. American Funds reserves the right to terminate or modify these services.
Tax Information (unaudited)
We are required to advise you within 60 days of the fund's fiscal year-end regarding the federal tax status of distributions received by shareholders during such fiscal year. The distributions made during the fiscal year by the fund were earned from the following sources:
Dividends and Distributions per Share
To Payment Date From Net From Net From Net
Shareholders of Record Investment Realized Realized
Income Short-term Long-term
Gains Gains
June 5, 1998 June 8, 1998 $ .21 - $ .48
December 16, 1998 December 17, 1998 .15 - .78
|
The fund also designates as a capital gain distribution a portion of earnings and profits paid to shareholders in redemption of their shares.
The fund makes an election under the Internal Revenue Code Section 853 to pass through non-U.S. taxes paid by the fund to its shareholders. The amount of non-U.S. taxes for the fiscal year ended March 31, 1999 is $0.0533 on a per-share basis. Foreign source income earned by the fund was $0.3154 on a per-share basis. Shareholders are entitled to a foreign tax credit or an itemized deduction, at their option. Generally, it is more advantageous to claim a credit rather than to take a deduction.
Corporate shareholders may exclude up to 70% of qualifying dividends received during the year. For purposes of computing this exclusion, none of the dividends paid by the fund from net investment income represents qualifying dividends.
Dividends and distributions received by retirement plans such as IRAs, Keogh-type plans and 403(b) plans need not be reported as taxable income. However, many retirement plan trusts may need this information for their annual information reporting.
SINCE THE AMOUNTS ABOVE ARE REPORTED FOR THE FUND'S FISCAL YEAR AND NOT THE CALENDAR YEAR, SHAREHOLDERS SHOULD REFER TO THEIR FORM 1099-DIV AND OTHER TAX INFORMATION WHICH WERE MAILED IN JANUARY 1999 TO DETERMINE THE CALENDAR YEAR AMOUNTS TO BE INCLUDED ON THEIR 1998 TAX RETURNS. SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISERS.
"Debt rated 'D' is in payment default. The 'D' rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The 'D' rating also will be used upon the filing of a bankruptcy petition if debt service payments are jeopardized."
EuroPacific Growth Fund - Page 38
PART C
OTHER INFORMATION
EUROPACIFIC GROWTH FUND
ITEM 23. EXHIBITS
(a) Previously filed (see Post-Effective Amendment No. 17 filed 5/30/97)
(b) Previously filed (see Post-Effective Amendment No. 16 filed 5/6/97)
(c) Share Certificate
(d) Form of Investment Advisory and Service Agreement
(e) Form of Amended and Restated Principal Underwriting Agreement
(f) None
(g) Foreign Custody Manager Agreement
(h) None
(i) Legal Opinion for Class B Shares
(j) Consent of Independent Accountants
(k) None
(l) None
(m) Form of Plan of Distribution relating to Class B Shares
(n) Form of Multiple Class Plan
(o) None
(p) Codes of Ethics
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
None
ITEM 25. INDEMNIFICATION
Registrant is a joint-insured under Investment Advisor/Mutual Fund Errors and Omissions Policies written by American International Surplus Lines Insurance Company, Chubb Custom Insurance Company and ICI Mutual Insurance Company. These policies 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.
ITEM 25. INDEMNIFICATION (CONTINUED)
Article VI of the Trust's By-Laws states:
(a) The Trust shall indemnify any Trustee or officer of the Trust who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than action by or in the right of the Trust) by reason of the fact that such person is or was such Trustee or officer or an employee or agent of the Trust, or is or was serving at the request of the Trust as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person reasonably believed to be opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful.
(b) The Trust shall indemnify any Trustee or officer of the Trust who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Trust to procure a judgment in its favor by reason of the fact that such person is or was such Trustee or officer or an employee or agent of the Trust, or is or was serving at the request of the Trust as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Trust, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duty to the Trust unless and only to the extent that the court in which such action or suit was brought, or any other court having jurisdiction in the premises, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
(c) To the extent that a Trustee or officer of the Trust has been successful on the merits in defense of any action, suit or proceeding referred to in subparagraphs (a) or (b) above or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, without the necessity for the determination as to the standard of conduct as provided in subparagraph (d).
ITEM 25. INDEMNIFICATION (CONTINUED)
(d) Any indemnification under subparagraph (a) or (b) (unless ordered by a court) shall be made by the Trust only as authorized in the specific case upon a determination that indemnification of the Trustee or officer is proper under the standard of conduct set forth in subparagraph (a) or (b). Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of Trustees who were not parties to such action, suit or proceeding, and are disinterested Trustees or (ii) if such a quorum of disinterested Trustees so directs, by independent legal counsel in a written opinion.
(e) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Trust in advance of the final disposition of such action, suit or proceeding, as authorized in the particular case, upon receipt of an undertaking and security by or on behalf of the Trustee or officer to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Trust as authorized herein. Such determination must be made by disinterested Trustees or independent legal counsel.
(f) Agents and employees of the Trust who are not Trustees or officers of the Trust may be indemnified under the same standards and procedures set forth above, in the discretion of the Board.
(g) Any indemnification pursuant to this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled and shall continue as to a person who has ceased to be Trustee or officer and shall inure to the benefit of the heirs, executors and administrators of such person.
(h) Nothing in the Declaration of Trust or in these By-Laws shall be deemed to protect any Trustee, officer, distributor, investment adviser or controlling shareholder of the Trust against any liability to the Trust or to its shareholders to which such person would otherwise be subject by reason of willful malfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office.
(i) The Trust shall have power to purchase and maintain insurance on behalf of any person against any liability asserted against or incurred by such person, whether or not the Trust would have the power to indemnify such person against such liability under the provisions of this Article. Nevertheless, insurance will not be purchased or maintained by the Trust if the purchase or maintenance of such insurance would result in the indemnification of any person in contravention of any rule or regulation of the Securities and Exchange Commission.
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 of controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer of 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.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
None
ITEM 27. PRINCIPAL UNDERWRITERS
(a) American Funds Distributors, Inc. is also the Principal Underwriter of shares of: AMCAP Fund, Inc., American Balanced Fund, Inc., The American Funds Income Series, 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., The Cash Management Trust of America, Fundamental Investors, Inc., The Growth Fund of America, Inc., The Income Fund of America, Inc., The Investment Company of America, Intermediate Bond Fund of America, Limited Term Tax-Exempt Bond Fund of America, The New Economy Fund, New Perspective Fund, Inc., New World Fund, Inc., SMALLCAP World Fund, Inc., The Tax-Exempt Bond Fund of America, Inc., The Tax-Exempt Money Fund of America, U.S. Treasury Money Fund of America and Washington Mutual Investors Fund, Inc.
(B) (1) (2) (3)
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
David L. Abzug Regional Vice President None
27304 Park Vista Road
Agoura Hills, CA 91301
John A. Agar Vice President None
#61 Point West Circle
Little Rock, AR 72211
Robert B. Aprison Vice President None
2983 Bryn Wood Drive
Madison, WI 53711
L William W. Bagnard Vice President None
Steven L. Barnes Senior Vice President None
5400 Mount Meeker Road
Suite 1
Boulder, CO 80301-3508
B Carl R. Bauer Assistant Vice President None
Michelle A. Bergeron Senior Vice President None
4160 Gateswalk Drive
Smyrna, GA 30080
J. Walter Best, Jr. Regional Vice President None
9013 Brentmeade Blvd.
Brentwood, TN 37027
Joseph T. Blair Senior Vice President None
148 E. Shore Ave.
Groton Long Point, CT 06340
John A. Blanchard Vice President None
6421 Aberdeen Road
Mission Hills, KS 66208
Ian B. Bodell Senior Vice President None
P.O. Box 1665
Brentwood, TN 37024-1665
Mick L. Brethower Senior Vice President None
29003 Colonial Drive
Georgetown, TX 78628
Alan Brown Regional Vice President None
4129 Laclede Avenue
St. Louis, MO 63108
B J. Peter Burns Vice President None
Brian C. Casey Regional Vice President None
8002 Greentree Road
Bethesda, MD 20817
Victor C. Cassato Senior Vice President None
609 W. Littleton Blvd., Suite 310
Greenwood Village, CO 80120
Christopher J. Cassin Senior Vice President None
19 North Grant Street
Hinsdale, IL 60521
Denise M. Cassin Vice President None
1301 Stoney Creek Drive
San Ramon, CA 94538
L Larry P. Clemmensen Director None
L Kevin G. Clifford Director, President and Co-Chief None
Executive Officer
Ruth M. Collier Senior Vice President None
29 Landsdowne Drive
Larchmont, NY 10538
S David Coolbaugh Assistant Vice President None
H Carlo O. Cordasco Assistant Vice President None
Thomas E. Cournoyer Vice President None
2333 Granada Boulevard
Coral Gables, FL 33134
Douglas A. Critchell Senior Vice President None
3521 Rittenhouse Street, N.W.
Washington, D.C. 20015
L Carl D. Cutting Vice President None
William Daugherty Regional Vice President None
1216 Highlander Way
Mechanicsburg, PA 17055
Daniel J. Delianedis Regional Vice President None
8689 Braxton Drive
Eden Prairie, MN 55347
Michael A. Dilella Vice President None
P. O. Box 661
Ramsey, NJ 07446
G. Michael Dill Senior Vice President None
505 E. Main Street
Jenks, OK 74037
Kirk D. Dodge Senior Vice President None
633 Menlo Avenue, Suite 210
Menlo Park, CA 94025
Peter J. Doran Director, Executive Vice None
President
100 Merrick Road, Suite 216W
Rockville Centre, NY 11570
L Michael J. Downer Secretary None
Robert W. Durbin Vice President None
74 Sunny Lane
Tiffin, OH 44883
I Lloyd G. Edwards Senior Vice President None
L Paul H. Fieberg Senior Vice President None
John Fodor Vice President None
15 Latisquama Road
Southborough, MA 01772
Daniel B. Frick Regional Vice President None
845 Western Avenue
Glen Ellyn, IL 60137
Clyde E. Gardner Senior Vice President None
Route 2, Box 3162
Osage Beach, MO 65065
B Evelyn K. Glassford Vice President None
Jeffrey J. Greiner Vice President None
12210 Taylor Road
Plain City, OH 43064
L Paul G. Haaga, Jr. Director None
B Mariellen Hamann Assistant Vice President None
David E. Harper Senior Vice President None
150 Old Franklin School Road
Pittstown, NJ 08867
H Mary Pat Harris Assistant Vice President None
Ronald R. Hulsey Vice President None
6744 Avalon
Dallas, TX 75214
Robert S. Irish Regional Vice President None
1225 Vista Del Mar Drive
Delray Beach, FL 33483
Michael J. Johnston Director None
630 Fifth Avenue, 36th Floor
New York, NY 10111
B Damien M. Jordan Vice President None
Arthur J. Levine Senior Vice President None
12558 Highlands Place
Fishers, IN 46038
B Karl A. Lewis Assistant Vice President None
T. Blake Liberty Regional Vice President None
5506 East Mineral Lane
Littleton, CO 80122
Mark J. Lien Regional Vice President None
5570 Beechwood Terrace
West Des Moines, IA 50266
L Lorin E. Liesy Assistant Vice President None
L Susan G. Lindgren Vice President - None
Institutional
Investment Services
LW Robert W. Lovelace Director Senior Vice President
Stephen A. Malbasa Vice President None
13405 Lake Shore Blvd.
Cleveland, OH 44110
Steven M. Markel Senior Vice President None
5241 South Race Street
Littleton, CO 80121
L J. Clifton Massar Director, Senior Vice None
President
L E. Lee McClennahan Senior Vice President None
S John V. McLaughlin Senior Vice President None
Terry W. McNabb Vice President None
2002 Barrett Station Road
St. Louis, MO 63131
L R. William Melinat Vice President - None
Institutional
Investment Services
David R. Murray Vice President None
60 Briant Drive
Sudbury, MA 01776
Stephen S. Nelson Vice President None
P.O. Box 470528
Charlotte, NC 28247-0528
William E. Noe Regional Vice President None
304 River Oaks Road
Brentwood, TN 37027
Peter A. Nyhus Vice President None
3084 Wilds Ridge Court
Prior Lake, MN 55372
Eric P. Olson Vice President None
62 Park Drive
Glenview, IL 60025
Gary A. Peace Regional Vice President None
291 Kaanapali Drive
Napa, CA 94558
Samuel W. Perry Regional Vice President None
6133 Calle del Paisano
Scottsdale, AZ 85251
Fredric Phillips Senior Vice President None
175 Highland Avenue, 4th Floor
Needham, MA 02494
B Candance D. Pilgrim Assistant Vice President None
Carl S. Platou Vice President None
7455 80th Place, S.E.
Mercer Island, WA 98040
L John O. Post Senior Vice President None
S Richard P. Prior Vice President None
Steven J. Reitman Senior Vice President None
212 The Lane
Hinsdale, IL 60521
Brian A. Roberts Vice President None
244 Lambeau Lane
Glenville, NC 28736
George S. Ross Senior Vice President None
55 Madison Avenue
Morristown, NJ 07960
L Julie D. Roth Vice President None
L James F. Rothenberg Director None
Douglas F. Rowe Vice President None
414 Logan Ranch Road
Georgetown, TX 78628
Christopher S. Rowey Regional Vice President None
9417 Beverlywood Street
Los Angeles, CA 90034
Dean B. Rydquist Senior Vice President None
1080 Bay Pointe Crossing
Alpharetta, GA 30005
Richard R. Samson Senior Vice President None
4604 Glencoe Avenue, #4
Marina del Rey, CA 90292
Joseph D. Scarpitti Vice President None
31465 St. Andrews
Westlake, OH 44145
L R. Michael Shanahan Director None
Brad W. Short Regional Vice President None
306 15th Street
Seal Beach, CA 90740
David W. Short Chairman of the Board and None
1000 RIDC Plaza, Suite 212 Co-Chief Executive Officer
Pittsburgh, PA 15238
William P. Simon Senior Vice President None
912 Castlehill Lane
Devon, PA 19333
L John C. Smith Assistant Vice President - None
Institutional Investment
Services
Rodney G. Smith Vice President None
100 N. Central Expressway
Suite 1214
Richardson, TX 75080
S Sherrie L. Snyder-Senft Assistant Vice President None
Anthony L. Soave Regional Vice President None
8831 Morning Mist Drive
Clarkston, MI 48348
Therese L. Souiller Assistant Vice President None
2652 Excaliber Court
Virginia Beach, VA 23454
Nicholas D. Spadaccini Regional Vice President None
855 Markley Woods Way
Cincinnati, OH 45230
L Kristen J. Spazafumo Assistant Vice President None
Daniel S. Spradling Senior Vice President None
181 Second Avenue
Suite 228
San Mateo, CA 94401
LW Eric H. Stern Director None
B Max D. Stites Vice President None
Thomas A. Stout Regional Vice President None
1004 Ditchley Road
Virginia Beach, VA 23451
Craig R. Strauser Vice President None
3 Dover Way
Lake Oswego, OR 97034
Francis N. Strazzeri Senior Vice President None
31641 Saddletree Drive
Westlake Village, CA 91361
L Drew W. Taylor Assistant Vice President None
S James P. Toomey Vice President None
I Christopher E. Trede Vice President None
George F. Truesdail Vice President None
400 Abbotsford Court
Charlotte, NC 28270
Scott W. Ursin-Smith Vice President None
60 Reedland Woods Way
Tiburon, CA 94920
J. David Viale Regional Vice President None
7 Gladstone Lane
Laguna Niguel, CA 92677
Thomas E. Warren Regional Vice President None
119 Faubel Street
Sarasota, FL 34242
L J. Kelly Webb Senior Vice President, None
Treasurer and Controller
Gregory J. Weimer Vice President None
206 Hardwood Drive
Venetia, PA 15367
B Timothy W. Weiss Director None
George J. Wenzel Regional Vice President None
3406 Shakespeare Drive
Troy, MI 48084
J. D. Wiedmaier Assistant Vice President None
3513 Riverstone Way
Chesapeake, VA 23325
Timothy J. Wilson Vice President None
113 Farmview Place
Venetia, PA 15367
B Laura L. Wimberly Vice President None
H Marshall D. Wingo Director, Senior Vice None
President
L Robert L. Winston Director, Senior Vice None
President
William R. Yost Vice President None
9320 Overlook Trail
Eden Prairie, MN 55347
Janet M. Young Regional Vice President None
1616 Vermont
Houston, TX 77006
Scott D. Zambon Regional Vice President None
2887 Player Lane
Tustin Ranch, CA 92782
|
(c) None
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS (CONTINUED)
Registrant's records covering shareholder accounts are maintained and kept by its transfer agent, American Funds Service Company, 135 South State College Boulevard, Brea,
California 92821, 8332 Woodfield Crossing Boulevard, Indianapolis, IN 46240, 3500 Wiseman Boulevard, San Antonio, Texas 78251 and 5300 Robin Hood Road, Norfolk, VA 23513.
Registrant's records covering portfolio transactions are maintained and kept by its custodian, The Chase Manhattan Bank, One Chase Manhattan Plaza, New York, New York 10081.
ITEM 29. MANAGEMENT SERVICES
None
ITEM 30. UNDERTAKINGS
n/a
SIGNATURE OF REGISTRANT
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this amended Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, and State of California, on the 9th day of March, 2000.
EuroPacific Growth Fund
By /s/ Gina H. Despres
Gina H. Despres, Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this amendment to
Registration Statement has been signed below on March 9, 2000, by the following
persons in the capacities indicated.
|
SIGNATURE TITLE
(1) Principal Executive Officer:
/s/ Mark E. Denning President & Trustee
Mark E. Denning
(2) Principal Financial Officer and
Principal Accounting Officer:
/s/ R. Marcia Gould Treasurer
R. Marcia Gould
(3) Trustees:
Elisabeth Allison* Trustee
/s/ Mark E. Denning
Mark E. Denning President & Trustee
/s/ Gina H. Despres
Gina H. Despres Chairman of the Board
Robert A. Fox* Trustee
Alan Greenway* Trustee
Koichi Itoh* Trustee
William H. Kling* Trustee
John G. McDonald* Trustee
William I. Miller* Trustee
(3) continued - Trustees:
Kirk P. Pendleton Trustee
Donald E. Petersen* Trustee
Thierry Vandeventer Vice Chairman
|
*By /s/ Vincent P. Corti
Vincent P. Corti, Attorney-in-Fact
Counsel represents that this amendment does not contain disclosures that would
make the amendment ineligible for effectiveness under the provisions of rule
485(b).
/s/ Michael J. Downer
(Michael J. Downer)
|
EUROPACIFIC GROWTH FUND
Establishment and Designation of Classes
of Shares of Beneficial Interest Without Par Value
(the "Instrument")
The undersigned, being a majority of the Trustees of EuroPacific Growth Fund,
a Massachusetts business trust (the "Trust"), acting pursuant to Section 6.1 of
the Trust's Declaration of Trust dated May 17, 1983, as amended and restated on
March 5, 1984 (the "Declaration of Trust"), hereby further divide and classify
the authorized and unissued shares of beneficial interest (together with the
shares of beneficial interest without par value, now outstanding, the "Shares")
of the Trust, into the two classes of shares designated below in paragraph 1
(each a "Class" and, collectively, the "Classes"). Each Class (including all
currently issued and outstanding Shares, which shall be redesignated "Class A
Shares") shall be unlimited in number and have the special and relative rights
specified in this Instrument:
1. The Classes shall be designated as follows:
Class A
Class B
2. Each Share shall represent a pro rata beneficial interest in the assets
attributable to its Class, and shall be entitled to receive its pro rata share
of net assets attributable to that Class of Shares of the Trust upon
liquidation of the Trust, all as provided in or not inconsistent with the
Declaration of Trust. Unless otherwise provided in this Instrument, each Share
shall have the voting, dividend, liquidation and other rights, preferences,
powers, restrictions, limitations, qualifications, terms and conditions, as set
forth in the Declaration of Trust.
3. Upon the effective date of this Instrument:
a. Each Share of each Class of the Trust shall be entitled to one vote (or
fraction thereof in respect of a fractional Share) on matters which those
Shares (or Class of Shares) shall be entitled to vote. Shareholders of the
Trust shall vote together on any matter, except to the extent otherwise
required by the Investment Company Act of 1940 (the "Investment Company Act"),
and the rules thereunder, in which case only the Shareholders of that Class or
those Classes shall be entitled to vote thereon.
b. Class A Shares and Class B Shares may be issued and sold subject to
different sales loads or charges, whether initial, deferred or contingent, or
any combination thereof, as may be established from time to time by the
Trustees of the Trust in accordance with the Investment Company Act and
applicable rules and regulations of Self-regulatory organizations and as shall
be set forth in the applicable prospectus for the Shares.
c. Liabilities, expenses, costs, charges or reserves that should be properly
allocated to the Shares of a particular Class of the Trust may, pursuant to a
Plan adopted by the Trustees to conform with Rule 18f-3 under the Investment
Company Act, or a similar rule, provision, interpretation or order under the
Investment Company Act, be charged to and borne solely by that Class and the
bearing of expenses solely by a Class of Shares may be appropriately reflected
and cause differences in net asset value attributable to, and the dividend,
redemption and liquidation rights of, the Shares of different Classes.
d. Except as otherwise provided hereinafter, on the first Friday of the first
calendar month following the expiration of a 96-month period commencing on the
first day of the calendar month during which Class B Shares were purchased by a
holder thereof (if such Friday is not a business day, on the next succeeding
business day), such Shares (as well as a pro rata portion of any Class B Shares
purchased through the reinvestment of dividends or other distributions paid on
all Class B Shares held by such holder) shall automatically convert to Class A
Shares on the basis of the respective net asset values of the Class B Shares
and the Class A Shares on the conversion date; PROVIDED, HOWEVER, that the
Trustees, in their sole discretion, may suspend the conversion of Class B
Shares if any conversion of such Shares would constitute a taxable event under
federal income tax law (in which case the holder of such Class B Shares shall
have the right to exchange from time to time any or all of such Class B Shares
held by such holder for Class A Shares on the basis of the respective net asset
values of the Class B Shares and the Class A Shares on the applicable exchange
date and without the imposition of a sales charge or fee); and PROVIDED,
FURTHER, that conversion (or exchange) of Class B Shares represented by share
certificates shall be subject to tender of such certificates; and
e. Subject to the foregoing paragraph, Class A Shares and Class B Shares may
have such different exchange rights as the Trustees shall determine in
compliance with the Investment Company Act.
4. The Trustees (including any successor Trustees) of the Trust shall have the
right at any time and from time to time to reallocate assets, liabilities and
expenses or to change the designation of any Class now or hereafter created, or
to otherwise change the special and relative rights of any Class, provided that
no change shall adversely affect the rights of Shareholders of such Class.
Except as otherwise provided in this Instrument, the foregoing shall be
effective as of the date set forth below.
Elisabeth Allison, as Trustee John G. McDonald, as Trustee Mark E. Denning, as Trustee William I. Miller, as Trustee Gina H. Despres, as Trustee Kirk P. Pendleton, as Trustee Robert A. Fox, as Trustee Donald E. Petersen, as Trustee Alan Greenway, as Trustee Thierry Vandeventer, as Trustee Koichi Itoh, as Trustee Dated: December 2, 1999 William H. Kling, as Trustee |
NUMBER (certificate number)
SHARES (number of shares)
CUSIP (cusip number)
CLASS (class of shares)
EuroPacific Growth Fund
A MASSACHUSETTS BUSINESS TRUST
This Certifies that (shareholder name and address) is the owner of (number of
shares) fully paid Shares of Beneficial Interest, of the Class and number
indicated above, of EuroPacific Growth Fund, without par value, transferable on
the books of the Trust by the holder thereof in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. This
certificate is not valid unless countersigned by the Transfer Agent. (See
reverse for certain abbreviations.)
Witness, the facsimile signatures of duly authorized officers of the Trust.
Dated: (date issued) S/Vincent P. Corti Secretary S/Mark E. Denning President Countersigned AMERICAN FUNDS SERVICE COMPANY TRANSFER AGENT BY ___________________ AUTHORIZED SIGNATURE |
THE ISSUER OF THE SHARES REPRESENTED BY THIS CERTIFICATE WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, THE VARIATIONS IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH CLASS AND SERIES INSOFAR AS THE SAME HAVE BEEN FIXED AND DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS OR TRUSTEES TO FIX AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF CLASSES AND SERIES OF SHARES OF THE ISSUER. IF YOU WOULD LIKE A COPY OF THE FULL STATEMENT, PLEASE WRITE TO THE SECRETARY OF THE ISSUER OR ITS TRANSFER
AGENT.
CLASS B AND SERIES B SHARES REDEEMED WITHIN SIX YEARS OF THEIR PURCHASE ARE SUBJECT TO A DEFERRED SALES CHARGE OF UP TO 5%. IN ADDITION, DURING THE MONTH FOLLOWING THE 96-MONTH PERIOD THAT BEGINS ON THE FIRST DAY OF THE MONTH IN WHICH SUCH SHARES ARE PURCHASED, CLASS B AND SERIES B SHARES (ALONG WITH SHARES OF THE SAME CLASS AND SERIES PURCHASED THROUGH REINVESTMENT OF DIVIDENDS AND OTHER DISTRIBUTIONS ON SUCH SHARES) WILL AUTOMATICALLY CONVERT TO CLASS A SHARES (OR COMMON SHARES) ON THE BASIS OF THEN CURRENT RELATIVE NET ASSET VALUES PER SHARE. THE ISSUER MAY SUSPEND SUCH CONVERSION IN CERTAIN LIMITED CIRCUMSTANCES, IN WHICH CASE AN EXCHANGE PRIVILEGE WILL APPLY. THE ISSUER MAY REQUIRE TENDER OF THIS CERTIFICATE PRIOR TO ANY CONVERSION OR EXCHANGE. IF SUCH TENDER IS NOT REQUIRED, THE NUMBER OF SHARES REPRESENTED BY THIS CERTIFICATE AFTER SUCH CONVERSION OR EXCHANGE WILL BE DIFFERENT THAN THE NUMBER INDICATED ON THE FACE OF THIS CERTIFICATE. SHAREHOLDERS MAY RETURN THIS CERTIFICATE AFTER ANY CONVERSION OR EXCHANGE AND OBTAIN A NEW CERTIFICATE (OR CERTIFICATES) REPRESENTING THE ACTUAL NUMBER AND TYPE OF SHARES OWNED.
NOTE: SHARES REPRESENTED BY THIS CERTIFICATE MAY BE REDEEMED WITHOUT THE CONSENT OR APPROVAL OF THE SHAREHOLDER FOR THE THEN CURRENT NET ASSET VALUE PER SHARE IF AT SUCH TIME THE SHAREHOLDER OWNS OF RECORD SHARES HAVING AN AGGREGATE NET ASSET VALUE OF LESS THAN THE MINIMUM INITIAL INVESTMENT AMOUNT.
EXPLANATION OF ABBREVIATIONS
The following abbreviations, when used in the registration on the face of this certificate, shall have the meanings assigned below:
ADM - Administratrix FBO - For the TTEE - Trustee
benefit
of
Administrator GDN - Guardian U/A - Under
agreement
COM - Community JT TEN - Joint UGMA/ - Uniform
PROP property tenants (State) Gift
with to Minors
right Act
of in
CUST - Custodian survivorship effect in
the
state
indicated
DTD - Dated LIFE TEN - Life UTMA/ - Uniform
tenant (State) Transfers
to
Minors Act
EST - Estate (State)/TOD - Uniform in effect
Transfer in
on the state
Death indicated
Of the estate Act in U/W - Last will
of effect and
in testament
the
state
ET - And others indicated Under last
AL will and
testament
of
EXEC - Executor TR - Trust Under the
will of
Executrix TEN COM - Tenants
in common
TEN ENT - Tenants
by the
entireties
Note: Abbreviations refer where appropriate to the
singular or plural, male
or female. Other abbreviations may also be used,
including U.S. Postal
Service two-letter state abbreviations.
|
REQUIREMENTS: THE SIGNATURE(S) ON THIS ASSIGNMENT MUST CORRESPOND EXACTLY WITH THE NAME(S) WRITTEN ON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR. SIGNATURE(S) MUST BE GUARANTEED BY AN "ELIGIBLE GUARANTOR," SUCH AS A BANK, SAVINGS ASSOCIATION OR CREDIT UNION THAT IS FEDERALLY INSURED OR A MEMBER FIRM OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. A NOTARY PUBLIC IS NOT AN ACCEPTABLE GUARANTOR.
(PLEASE PRINT OR TYPE NAME AND ADDRESS OF ASSIGNEE)
AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT
_____________________________________________________ ATTORNEY TO TRANSFER
THESE SHARES ON THE BOOKS OF THE ISSUER WITH FULL POWER OF
SUBSTITUTION._________________________________________________________________
__________________________ _______________________________
Signature of owner Date
______________________________________________________________________________
_____________ _______________________________ Signature of
|
co-owner, if any Date
IMPORTANT: BEFORE SIGNING, PLEASE READ AND COMPLY WITH THE REQUIREMENTS PRINTED ABOVE.
SIGNATURE(S) GUARANTEED BY:
AMENDED INVESTMENT ADVISORY AND SERVICE AGREEMENT
THIS AGREEMENT, dated and effective as of the 1st day of January, 2000 by and
between EUROPACIFIC GROWTH FUND, a Massachusetts business trust, (hereinafter
called the "Fund"), and CAPITAL RESEARCH AND MANAGEMENT COMPANY, a Delaware
corporation, (hereinafter called the "Investment Adviser").
W I T N E S S E T H
A. The Fund is an open-end diversified investment company of the management
type, registered under the Investment Company Act of 1940 (the A1940 Act@).
The Investment Adviser is registered under the Investment Advisers Act of 1940
and is engaged in the business of providing investment advisory and related
services to the Fund and to other investment companies.
B. The Investment Adviser has provided investment advisory services to the
Fund since its inception, and is currently providing such services under a
written agreement dated May 18, 1993 and amended April 1, 1997, as renewed.
NOW THEREFORE, in consideration of the premises and the mutual undertakings of
the parties, it is covenanted and agreed as follows:
1. The Investment Adviser shall determine what securities shall be purchased
or sold by the Fund.
2. The Investment Adviser shall furnish the services of persons to perform the
executive, administrative, clerical, and bookkeeping functions of the Fund,
including the daily determination of net asset value per share. The Investment
Adviser shall pay the compensation and travel expenses of all such persons, and
they shall serve without any additional compensation from the Fund. The
Investment Adviser shall also, at its expense, provide the Fund with suitable
office space (which may be in the offices of the Investment Adviser); all
necessary small office equipment and utilities; and general purpose forms,
supplies, and postage used at the offices of the Fund.
3. The Fund shall pay all its expenses not assumed by the Investment Adviser
as provided herein. Such expenses shall include, but shall not be limited to,
custodian, registrar, stock transfer and dividend disbursing fees and expenses;
distribution expenses pursuant to a plan under rule 12b-1 of the 1940 Act;
costs of the designing, printing and mailing to its shareholders reports,
prospectuses, proxy statements, and shareholder notices; 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 Trustees; association dues; and costs
of share certificates, stationery and forms prepared exclusively for the Fund.
4. 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:
0.69% on first $500 million of average net assets;
0.59% on such assets in excess of $500 million to $1 billion;
0.53% on such assets in excess of $1 to $1.5 billion;
0.50% on such assets in excess of $1.5 to $2.5 billion;
0.48% on such assets in excess of $2.5 to $4 billion;
0.47% on such assets in excess of $4 to $6.5 billion;
0.46% on such assets in excess of $6.5 billion to $10.5 billion;
0.45% on such assets in excess of $10.5 billion to $17 billion;
0.445% on such assets in excess of $17 billion.
Such fee shall be computed and accrued daily at one three-hundredth-sixty-fifth
(1/365th) of the applicable rates set forth above.
For the purposes hereof, the net assets of the Fund shall be determined in the
manner set forth in the Declaration of Trust and Prospectus of the Fund. The
advisory fee shall be payable for the period commencing as of the date of this
Agreement and ending on the date of termination hereof and shall be prorated
for any fraction of a month at the termination of such period.
5. The Investment Adviser agrees that in the event the expenses of the Fund
(with the exclusion of interest, taxes, brokerage costs, distribution expenses
pursuant to a plan under rule 12b-1 and extraordinary expenses such as
litigation and acquisitions) for any fiscal year ending on a date on which the
Investment Advisory and Service Agreement is in effect, exceed the expense
limitations, if any, applicable to the Fund pursuant to state securities laws
or any regulations thereunder, it will reduce its fee by the extent of such
excess and, if required pursuant to any such laws or regulations, will
reimburse the Fund in the amount of such excess.
6. The expense limitation described in Section 5 shall apply only to Class A
shares issued by the Fund and shall not apply to any other class(es) of shares
the Fund may issue in the future. Any new class(es) of shares issued by the
Fund will not be subject to an expense limitation. However, notwithstanding
the foregoing, to the extent the Investment Adviser is required to reduce its
management fee pursuant to provisions contained in Section 5 due to the
expenses of the Class A shares exceeding the stated limit, the Investment
Adviser will either (i) reduce its management fee similarly for other classes
of shares, or (ii) reimburse the Fund for other expenses to the extent
necessary to result in an expense reduction only for Class A shares of the
Fund.
7. This Agreement may be terminated at any time, without payment of any
penalty, 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,
on sixty (60) days' written notice to the Investment Adviser, or by the
Investment Adviser on like notice to the Fund. Unless sooner terminated in
accordance with this provision, this Agreement shall continue until December
31, 2000. 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, it must be approved by a majority of those Trustees who are not parties
to such agreement nor interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval. Such mutual consent
to renewal shall not be deemed to have been given unless evidenced by writing
signed by both parties.
8. 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. The term "assignment"
shall have the meaning defined in the 1940 Act.
9. 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 business or in other related or unrelated businesses.
10. The Investment Adviser shall not be liable to the Fund or its stockholders
for any error of judgment, act, or omission not involving willful misfeasance,
bad faith, gross negligence, or reckless disregard of its obligations and
duties hereunder.
11. 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 Estate. The Investment Adviser agrees to
look solely to the assets of the Fund for the satisfaction of any liability of
the Fund in respect of 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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed in duplicate original by their duly authorized officers.
CAPITAL RESEARCH AND
EUROPACIFIC GROWTH FUND MANAGEMENT COMPANY
By By
Gina H. Despres, Paul G. Haaga, Jr.,
Chairman Executive Vice President
By By
Vincent P. Corti, Michael J. Downer,
Secretary Secretary
EUROPACIFIC GROWTH FUND
AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
THIS PRINCIPAL UNDERWRITING AGREEMENT, between EUROPACIFIC GROWTH FUND, a
Massachusetts business 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 two classes of shares of beneficial interest, designated as Class A
shares Class B 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; and
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 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 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 23 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 current prospectus which is part of the Fund's 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 (the "Prospectus").
4. The Distributor shall devote its best efforts to the sale of shares of the
Fund and shares of any other mutual funds served as investment adviser by
affiliated companies of The Capital Group Companies, Inc., and insurance
contracts funded by shares of such mutual funds, for which the Distributor has
been authorized to act as a principal underwriter for the sale of shares. The
Distributor shall maintain a sales organization suited to the sale of shares of
the Fund and shall use its best efforts to effect such sales in jurisdictions
as to which the Fund shall have expressly waived in writing its right to
designate another principal underwriter pursuant to subsection 1(b) hereof, and
shall effect and maintain appropriate qualification to do so in all those
jurisdictions in which it sells or offers 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 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 insure 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 18 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 National Association of Securities
Dealers, Inc. ("NASD"), as such requirements may from time to time exist.
11. The Distributor, as a 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 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 "Plan").
13. (a) In accordance with the Plan, 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 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 Plan (in effect on the date
hereof) relating to Class B 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 Fund agrees to use its best efforts to maintain its registration as a
diversified open-end management investment company under the 1940 Act.
15. 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.
16. 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.
17. 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.
18. 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 nondelivery of shares of any series or class after a good faith
confirmation by the Distributor of sales thereof prior to receipt of notice of
such withholding.
19. (a) This Agreement may be terminated at any time, without payment of any
penalty, as to the Fund or any series or class 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) The NASD 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.
20. 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 shares, has
been approved in accordance with Section 22 in anticipation of the
Distributor's transfer of its Allocable Portion (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 of a termination of this Agreement.
21. No provision of this Agreement shall protect or purport to protect the
Distributor against any liability to the Fund or holders of its shares for
which the Distributor would otherwise be liable by reason of willful
misfeasance, bad faith, or gross negligence.
22. This Agreement shall become effective on March 1, 2000. Unless sooner
terminated in accordance with the other provisions hereof, this Agreement shall
continue in effect until December 31, 2000, 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.
23. 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 22. The Agreement as approved
with respect to any series or class shall specify the compensation payable to
the Distributor pursuant to Sections 11 and 12, as well as any provisions which
may differ from those herein with respect to such series, subject to approval
in writing by the Distributor.
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.
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 December 2, 1999.
AMERICAN FUNDS DISTRIBUTORS, INC. EUROPACIFIC GROWTH FUND
By By
Kevin G. Clifford, President Gina H. Despres, Chairman
By By
Michael J. Downer, Secretary Vincent P. Corti, Secretary
SCHEDULE A
to the
Amended and Restated 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 Amended and Restated Principal
Underwriting Agreement (the "Distribution Agreement"), of which this Schedule
is a part. As used herein the following terms shall have the meanings
indicated:
"Commission Share" means each 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 listed on Exhibit I. 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 selling agents listed on
Exhibit I in the same manner as Commission Shares and Free Shares are currently
tracked in respect of selling agents not listed on Exhibit I, then Exhibit I
shall be amended to delete such selling agent from Exhibit I so that Commission
Shares and Free Shares sold by such selling agent will no longer be treated as
Omnibus 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.
January 15, 1999
Capital Research and Management Company
333 South Hope Street, 55/th/ Floor
Los Angeles, CA 90071
RE: DELEGATION OF RESPONSIBILITIES UNDER RULE 17F-5
Dear Mesdames/Sirs:
This Agreement confirms, and sets forth the responsibilities of the parties in
connection with, the appointment of Capital Research and Management Company
("CRMC") as the Foreign Custody Manager of EuroPacific Growth Fund (the
"Trust"), in accordance with rule 17f-5, as amended, under the Investment
Company Act of 1940 (the "1940 Act"). CRMC hereby accepts such appointment as
of the date first written above. All capitalized terms used herein and not
otherwise defined have the meanings assigned in rule 17f-5.
The Trust may, from time to time and in accordance with this Agreement, place
or maintain in the care of an Eligible Foreign Custodian, any of the Trust's
investments (including non-U.S. currencies) for which the primary market is
outside the United States, and such cash and cash equivalents as are reasonably
necessary to effect the Trust's transactions in such investments, PROVIDED
THAT:
(a) CRMC, as Foreign Custody Manager, determines that the Trust's assets will
be subject to reasonable care, based on the standards applicable to custodians
in the relevant market, if maintained with the custodian, after considering all
factors relevant to the safekeeping of such assets, including, without
limitation:
(1) the 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;
(2) whether the custodian has the requisite financial strength to provide
reasonable care for the Trust's assets;
Capital Research and Management Company
January 15, 1999
Page
(3) the custodian's general reputation and standing and, in the case of a
securities depository, the depository's operating history and number of
participants; and
(4) whether the Trust will have jurisdiction over and be able to enforce
judgments against the custodian, such as by virtue of the existence of any
offices of the custodian in the U.S. or the custodian's consent to service of
process in the U.S.
(b) Each of the Trust's non-U.S. custody arrangements are governed by a written
contract (or, in the case of a Securities Depository, by such a contract, by
the rules or established practices or procedures of the depository, or by any
combination of the foregoing) that CRMC, as Foreign Custody Manager, has
determined will provide reasonable care for the Trust's assets based on the
standards set forth in paragraph (a) above.
(1) Such contract shall include provisions that provide:
(i) for indemnification or insurance arrangements (or any combination of the
foregoing) such that the Trust will be adequately protected against the risk of
loss of assets held in accordance with such contract;
(ii) that the Trust's assets will not be subject to any right, charge, security
interest, lien or claim of any kind in favor of the 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;
(iii) that beneficial ownership for the Trust's assets will be freely
transferable without the payment of money or value other than for safe custody
or administration;
Capital Research and Management Company
January 15, 1999
Page
(iv) that adequate records will be maintained identifying the assets as
belonging to the Trust or as being held by a third party for the benefit of the
Trust;
(v) that the Trust's independent public accountants will be given access to
those records or confirmation of the contents of those records; and
(vi) that the Trust will receive periodic reports with respect to the
safekeeping of the Trust's assets, including, but not limited to, notification
of any transfer to or from the Trust's account or a third party account
containing assets held for the benefit of the Trust.
(2) Such contract may contain, in lieu of any or all of the provisions
specified in subparagraph (1) above, such other provisions that CRMC, as
Foreign Custody Manager, determines will provide, in their entirety, the same
or a greater level of care and protection for Trust assets as the specified
provisions, in their entirety.
(c) (1) CRMC, as Foreign Custody Manager, will have established a system to monitor the appropriateness of maintaining the Trust's assets with a particular custodian under paragraph (a) above, and the contract governing the Trust's arrangements under paragraph (b) above.
(2) If an arrangement no longer meets the requirements of paragraph (c), the
Trust must withdraw its assets from the custodian as soon as reasonably
practicable.
CRMC, as Foreign Custody Manager, will provide written reports notifying the
Trust's Board of Trustees of the placement of the Trust's assets with a
particular custodian and of any material change in the Trust's 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 the Trust's non-U.S.
custody arrangements.
CRMC, in performing the responsibilities delegated to it as the Trust's
Foreign Custody Manager, will exercise reasonable care, prudence and diligence
such as a person having responsibility for the safekeeping of the Trust's
assets would exercise.
Capital Research and Management Company
January 15, 1999
Page
This Agreement (and the appointment of CRMC as the Trust's Foreign Custody
Manager) may be terminated at any time, without payment or any penalty, by the
Board of Trustees of the Trust or by vote of a majority (within the meaning of
the 1940 Act) of the outstanding voting securities of the Trust, on sixty (60)
days' written notice to CRMC, or by CRMC on like notice to the Trust.
The obligations of the Trust under this Agreement are not binding upon any of
the Trustees, officers, employees, agents or shareholders of the Trust
individually, but bind only the Trust's estate. CRMC agrees to look solely to
the assets of the Trust for the satisfaction of any liability in respect of the
Trust 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.
Very truly yours,
EUROPACIFIC GROWTH FUND
By: /s/ Vincent P. Corti
Vincent P. Corti, Secretary
ACCEPTED AND AGREED as of the date first written above:
CAPITAL RESEARCH AND
MANAGEMENT COMPANY
By: /s/ Paul G. Haaga, Jr.
Paul G. Haaga, Jr.
Executive Vice President
|
O'MELVENY & MYERS LLP
Century City 400 South Hope Street Hong Kong Newport Beach Los Angeles, California 90071-2899 London New York Telephone (213) 430-6000 Shanghai San Francisco Facsimile (213) 430-6407 Tokyo Washington, D.C. Internet: www.omm.com |
March 3, 2000
EuroPacific Growth Fund
333 South Hope Street
Los Angeles, California 90071
Dear Ladies and Gentlemen:
At your request we have examined your Registration Statement on Form N-1A and
the related Post-Effective Amendment No. 21 filed by you with the Securities
and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of an indefinite number of Class B shares
of beneficial interest without par value (the "Class B Shares"). We are
familiar with the proceedings you have taken in connection with the
authorization, issuance and sale of the Class B Shares.
Our opinion below is limited to the federal law of the United States of America
and the business trust law of the Commonwealth of Massachusetts. We are not
licensed to practice law in the Commonwealth of Massachusetts, and we have
based our opinion solely on our review of Chapter 182 of the Massachusetts
General Laws and the case law interpreting such Chapter as reported in the
Annotated Laws of Massachusetts (Aspen Law & Business, supp. 1999). We have
not undertaken a review of other Massachusetts law or of any administrative or
court decisions in connection with rendering this opinion. We disclaim any
opinion as to any law other than as described above, and we disclaim any
opinion as to any statute, rule, regulation, ordinance, order or other
promulgation of any regional or local governmental authority.
We note that, pursuant to certain decisions of the Supreme Judicial Court of
the Commonwealth of Massachusetts, shareholders of a Massachusetts business
trust may, in certain circumstances, be assessed or held personally liable as
partners for the obligations or liabilities of the trust. However, we also
note that Section 5.1 of your Restatement of Declaration of Trust provides that
no shareholder shall be subject to any personal liability whatsoever in
connection with trust property or the acts, omissions, obligations or affairs
of the trust, and further provides that the trust shall indemnify and hold
harmless each shareholder from and against all claims and liabilities to which
such shareholder may become subject by reason of his being or having been a
shareholder, and shall reimburse such shareholder for all legal and other
expenses reasonably incurred by him in connection with any such claim or
liability.
Based upon our examination and upon our knowledge of your activities, it is our
opinion that the Class B Shares, upon issuance and sale in the manner described
in the Registration Statement, will constitute validly issued, fully paid and
nonassessable Class B Shares of beneficial interest.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Respectfully submitted,
O'MELVENY & MYERS LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form N-1A of our
report dated April 30, 1999, relating to the financial statements and per-share
data and ratios of EuroPacific Growth Fund, which appears in such Registration
Statement. We also consent to the references to us under the headings
"Financial Highlights", "Independent Accountants", and "Prospectuses and
Reports to Shareholders" in such Registration Statement.
PricewaterhouseCoopers LLP
Los Angeles, California
March 8, 2000
PLAN OF DISTRIBUTION
of
EUROPACIFIC GROWTH FUND
relating to its
CLASS B SHARES
WHEREAS, EuroPacific Growth Fund (the "Fund") is a Massachusetts business
trust that offers two classes of shares of beneficial interest, designated as
Class A shares and Class B shares;
WHEREAS, American Funds Distributors, Inc. ("AFD") or any successor entity
designated by the Fund (AFD and any such successor collectively are referred to
as "Distributor") will serve as distributor of the shares of 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 net assets of the Fund's Class B shares.
A. SERVICE FEES. The Fund shall pay to the Distributor monthly in arrears a
shareholder servicing fee (the "Shareholder Servicing Fee") at the rate of
0.25% per annum on the Fund's Class B shares outstanding for less than one
year. The Fund shall also pay to the Distributor quarterly a Shareholder
Servicing Fee at the rate of 0.25% per annum on Class B shares that are
outstanding for one year or more. The Shareholder Servicing Fee is designed to
compensate Distributor for paying Service Fees to broker-dealers with whom
Distributor has an agreement.
B. DISTRIBUTION FEES. The Fund shall pay to the Distributor monthly in
arrears its "Allocable Portion" (as described in Schedule A to this Plan
"Allocation Schedule", and until such time as the Fund designates a successor
to AFD as distributor, the Allocable Portion shall equal 100%) of a fee (the
"Distribution Fee"), which shall accrue each day in an amount equal to the
product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the
net asset value of the Fund's Class B shares outstanding on each day.
The Distributor may sell and assign its right to its Allocable Portion (but
not its obligations to the Fund under the Agreement) of the Distribution Fee to
a third party, and such transfer shall be free and clear of offsets or claims
the Fund may have against the Distributor, it being understood that the Fund is
not releasing the Distributor from any of its obligations to the Fund under the
Agreement or any of the assets the Distributor continues to own. The Fund may
agree, at the request of the Distributor, to pay the Allocable Portion of the
Distribution Fee directly to the third party transferee.
Any Agreement between the Fund and the Distributor relating to the Fund's
Class B shares shall provide that:
(i) the Distributor will be deemed to have performed all services required to
be performed in order to be entitled to receive its Allocable Portion of the
Distribution Fee payable in respect of each "Commission Share" (as defined in
the Allocation Schedule) upon the settlement date of each sale of such
Commission Share taken into account in determining such Distributor's Allocable
Portion of the Distribution Fee;
(ii) notwithstanding anything to the contrary in this Plan or the Agreement,
the Fund's obligation to pay the Distributor its Allocable Portion of the
Distribution Fee shall not be terminated or modified (including without
limitation, by change in the rules applicable to the conversion of the Class B
shares into shares of another class) for any reason (including a termination of
this Plan or the Agreement between such Distributor and the Fund) except:
(a) to the extent required by a change in the Investment Company Act of 1940
(the "1940 Act"), the rules and regulations under the 1940 Act, the Conduct
Rules of the National Association of Securities Dealers, Inc. (the "NASD"), or
any judicial decisions or interpretive pronouncements by the Securities and
Exchange Commission, which is either binding upon the Distributor or generally
complied with by similarly situated distributors of mutual fund shares, in each
case enacted, promulgated, or made after March 15, 2000,
(b) on a basis which does not alter the Distributor's Allocable Portion of
the Distribution Fee computed with reference to Commission Shares of the Fund,
the Date of Original Issuance (as defined in the Allocation Schedule) of which
occurs on or prior to the adoption of such termination or modification and with
respect to Free Shares (as defined in the Allocation Schedule) which would be
attributed to the Distributor under the Allocation Schedule with reference to
such Commission Shares, or
(c) in connection with a Complete Termination (as defined below) of this Plan
by the Fund;
(iii) the Fund will not take any action to waive or change any contingent
deferred sales charge ("CDSC") in respect to the Class B shares, the Date of
Original Issuance of which occurs on or prior to the taking of such action
except as provided in the Fund's prospectus or statement of additional
information on the date such Commission Share was issued, without the consent
of the Distributor or its assigns;
(iv) notwithstanding anything to the contrary in this Plan or the Agreement,
none of the termination of the Distributor's role as principal underwriter of
the Class B shares of the Fund, the termination of the Agreement or the
termination of this Plan will terminate the Distributor's right to its
Allocable Portion of the CDSCs in respect of Class B shares of the Fund;
(v) except as provided in (ii) above and notwithstanding anything to the
contrary in this Plan or the Agreement, the Fund's obligation to pay the
Distributor's Allocable Portion of the Distribution Fees and CDSCs payable in
respect of the Class B shares of the Fund shall be absolute and unconditional
and shall not be subject to dispute, offset, counterclaim or any defense
whatsoever, at law or equity, including, without limitation, any of the
foregoing based on the insolvency or bankruptcy of the Distributor; and
(vi) until the Distributor has been paid its Allocable Portion of the
Distribution Fees in respect of the Class B shares of the Fund, the Fund will
not adopt a plan of liquidation in respect of the Class B shares without the
consent of the Distributor and its assigns. For purposes of this Plan, the
term Allocable Portion of the Distribution Fees or CDSCs payable in respect of
the Class B shares as applied to any Distributor shall mean the portion of such
Distribution Fees or CDSCs payable in respect of such Class B shares of the
Fund allocated to the Distributor in accordance with the Allocation Schedule as
it relates to the Class B shares of the Fund, and until such time as the Fund
designates a successor to AFD as distributor, the Allocable Portion shall equal
100% of the Distribution Fees and CDSCs. For purposes of this Plan, the term
"Complete Termination" in respect of this Plan as it relates to the Class B
shares means a termination of this Plan involving the complete cessation of the
payment of Distribution Fees in respect of all Class B shares, the termination
of the distribution plans and principal underwriting agreements, and the
complete cessation of the payment of any asset based sales charge (within the
meaning of the Conduct Rules of the NASD) or similar fees in respect of the
Fund and any successor mutual fund or any mutual fund acquiring a substantial
portion of the assets of the Fund (the Fund and such other mutual funds
hereinafter referred to as the "Affected Funds") and in respect of the Class B
shares and every future class of shares (other than future classes of shares
established more than eight years after the date of such termination) which has
substantially similar characteristics to the Class B shares (all such classes
of shares the "Affected Classes of Shares") of such Affected Funds taking into
account the manner of payment and amount of asset based sales charge, CDSC or
other similar charges borne directly or indirectly by the holders of such
shares; provided that
(a) the Board of Trustees of such Affected Funds, including the Independent
Trustees (as defined below) of the Affected Funds, shall have determined that
such termination is in the best interest of such Affected Funds and the
shareholders of such Affected Funds, and
(b) such termination does not alter the CDSC as in effect at the time of such
termination applicable to Commission Shares of the Fund, the Date of Original
Issuance of which occurs on or prior to such termination.
2. APPROVAL BY THE BOARD. This Plan shall not take effect until it has been
approved, together with any related agreement, by votes of the majority of both
(i) the Board of Trustees of the Fund and (ii) those Trustees of the Fund who
are not "interested persons" of the Fund (as defined in the 1940 Act) and have
no direct or indirect financial interest in the operation of this Plan or any
agreement related to it (the "Independent Trustees"), cast in person at a
meeting called for the purpose of voting on this Plan and/or such agreement.
3. REVIEW OF EXPENDITURES. At least quarterly, the Board of Trustees shall be
provided by any person authorized to direct the disposition of monies paid or
payable by the Fund pursuant to this Plan or any related agreement, and the
Board shall review, a written report of the amounts expended pursuant to this
Plan and the purposes for which such expenditures were made.
4. TERMINATION OF PLAN. This Plan may be terminated as to the Fund's Class 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 December 31, 2000. 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:
0. that such agreement may be terminated as to the Fund at any time, without
payment of any penalty by the vote of a majority of the Independent Trustees or
by a vote of a majority of the outstanding Class B shares of the Fund, on not
more than sixty (60) days' written notice to any other party to the agreement;
and
b. that such agreement shall terminate automatically in the event of its
assignment.
6. AMENDMENT. This Plan may not be amended to increase materially the maximum
amount of fee or other distribution expenses provided for in paragraph 1 hereof
with respect to the Class B shares of the Fund unless such amendment is
approved by vote of a majority of the outstanding voting securities of the
Class B shares of the Fund and as provided in paragraph 2 hereof, and no other
material amendment to this Plan shall be made unless approved in the manner
provided for in paragraph 2 hereof.
7. NOMINATION OF TRUSTEES. While this Plan is in effect, the selection and
nomination of Independent Trustees shall be committed to the discretion of the
Independent Trustees of the Fund.
8. ISSUANCE OF SERIES OF SHARES. If the Fund shall at any time issue shares
in more than one series, this Plan may be adopted, amended, continued or
renewed with respect to a series as provided herein, notwithstanding that such
adoption, amendment, continuance or renewal has not been effected with respect
to any one or more other series of the Fund.
9. RECORD RETENTION. The Fund shall preserve copies of this Plan and any
related agreement and all reports made pursuant to paragraph 3 hereof for not
less than six (6) years from the date of this Plan, or such agreement or
reports, as the case may be, the first two (2) years of which such records
shall be stored in an easily accessible place.
IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its
officers thereunto duly authorized, as of March 1, 2000.
EUROPACIFIC GROWTH FUND
By
Gina H. Despres, Chairman
By
Vincent P. Corti, Secretary
SCHEDULE A
to the
Plan of Distribution of
EuroPacific Growth 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 Amended and Restated Principal
Underwriting Agreement (the "Distribution Agreement"), of which this Schedule
is a part. As used herein the following terms shall have the meanings
indicated:
"Commission Share" means each 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 listed on Exhibit I. 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 selling agents listed on
Exhibit I in the same manner as Commission Shares and Free Shares are currently
tracked in respect of selling agents not listed on Exhibit I, then Exhibit I
shall be amended to delete such selling agent from Exhibit I so that Commission
Shares and Free Shares sold by such selling agent will no longer be treated as
Omnibus 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.
EUROPACIFIC GROWTH FUND
MULTIPLE CLASS PLAN
WHEREAS, EuroPacific Growth Fund (the "Fund"), a Massachusetts business 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
payment and/or reimbursement to the Distributor for certain of its expenses
incurred in connection with the Fund;
WHEREAS, the Fund is authorized to issue two classes of shares of beneficial
interest, designated as Class A shares and Class B 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 this 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; (iii) such differences relating to eligible investors 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; (iv) the
designation of each class of shares; (v) conversion features; and (vi) exchange
privileges.
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 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 service fees associated
with any rule 12b-1 Plan attributable to such class; and (iii) any 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. Each class of the Fund shall differ in the amount of, and the manner in
which distribution costs are borne by shareholders and in the costs associated
with transfer agency services as follows:
(a) Class A shares
(i) Class A shares are 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 are subject to an annual distribution expense under the
Fund's Class A Plan of Distribution of up to 0.25% of average net assets, as
set forth in the Fund's prospectus, SAI, and Plan of Distribution. This
expense consists of a service fee of up to 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 are 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 distribution expense under
the Fund's Class B Plan of Distribution of up to 1.00% of average 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 approximately 0.75% and a
service fee of approximately 0.25% of such 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.
All other rights and privileges of Fund shareholders are identical regardless
of which class of shares are 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 or Class B 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 December 2, 1999.
EUROPACIFIC GROWTH FUND
By
Gina H. Despres, Chairman
By
Vincent P. Corti, Secretary
CODE OF CONDUCT
All of us within the Capital organization 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' and clients' interests.
Over the years we have earned a reputation for the highest integrity. Regardless of lesser standards that may be followed through business or community custom, we must observe exemplary standards of honesty and integrity.
REPORTING VIOLATIONS
If you know of any violation of our Code of Conduct, you have a responsibility to report it. Deviations from controls or procedures that safeguard the company, including the assets of shareholders and clients, should also be reported.
You can report confidentially to:
- Your manager or department head
- CGC Audit Committee:
Wally Stern -- Chairman
Donnalisa Barnum
David Beevers
Jim Brown
Larry P. Clemmensen
Roberta Conroy
Bill Hurt -- (emeritus)
Sonny Kamm
Mike Kerr
Victor Kohn
John McLaughlin
Don O'Neal
Tom Rowland
John Smet
Antonio Vegezzi
Shaw Wagener
Kelly Webb
- Mike Downer or any other lawyer in the CGC Legal Group
- Don Wolfe of Deloitte & Touche LLP (CGC's auditors).
CGC GIFTS POLICY -- CONFLICTS OF INTEREST
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 gifts worth more than $100, excessive business entertainment, loans, or anything else involving personal gain from those who conduct business with the company. In addition, a business entertainment event exceeding $200 in value should not be accepted unless the associate receives permission from the Gifts Policy Committee.
REPORTING -- Although the limitations on accepting gifts applies to ALL associates as described above, some associates will be asked to fill out quarterly reports. If you receive a reporting form, you must report any gift exceeding $50 (although it is recommended that you report ALL gifts received) and business entertainment in which an event exceeds $75.
GIFTS POLICY COMMITTEE
The Gifts Policy Committee oversees administration of and compliance with the Policy.
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.
While investment research analysts are most likely to come in contact with material nonpublic information, the rules (and sanctions) in this area apply to all CGC associates and extend to activities both within and outside each associate's duties.
PERSONAL INVESTING POLICY
As an associate of the Capital Group companies, you may have access to confidential information. This places you in a position of special trust.
You are associated with a group of companies that is responsible for the management of many billions of dollars belonging to mutual fund shareholders and other clients. The law, ethics and our own policy place a heavy burden on all of us 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 personal securities transactions.
ALL ASSOCIATES
Information regarding proposed or partially completed plans by CGC companies to buy or sell specific securities must not be divulged to outsiders.
Favors or preferential treatment from stockbrokers may not be accepted.
Associates may not subscribe to ANY initial public offering (IPO). Generally, this prohibition applies to spouses of associates and any family member residing in the same household. However, an associate may request that the Personal Investing Committee consider granting an exception under special circumstances.
COVERED PERSONS
Associates who have access to investment information in connection with their regular duties are generally considered "covered persons." If you receive a quarterly personal securities transactions report form, you are a covered person. You should take the time to review this policy, as ongoing interpretations of the policy will be explained therein.
Covered persons must conduct their personal securities transactions in such a way that they do not conflict with the interests of the funds and client accounts. This policy also includes securities transactions of family members living in the covered person's household and any trust or custodianship for which the associate is trustee or custodian. A conflict may occur if you, a family member in the same household, a trust or custodianship for which you are trustee or custodian have a transaction in a security when the funds or client accounts are considering or concluding a transaction in the same security.
Additional rules apply to "investment personnel" including portfolio counselors/managers, research analysts, traders, portfolio control associates, and investment administration personnel (see below).
PRE-CLEARANCE OF SECURITIES TRANSACTIONS
Before buying or selling securities, covered persons must check with the CGC Legal Group based in LAO. (You will generally receive a response within one business day.) Unless a shorter period is specified, clearance is good for two trading days (including the day you check). If you have not executed your transaction within this period, you must again pre-clear your transaction.
Covered persons must PROMPTLY submit quarterly reports of certain transactions. Transactions of securities (including fixed-income securities) or options (see below) must be pre-cleared as described above and reported except for: open-end investment companies (mutual funds); money market instruments with maturities of one year or less; direct obligations of the U.S. Government, bankers' acceptances, CDs or other commercial paper; commodities; and options or futures on broad-based indices. Covered persons must also report transactions made by family members in their household and by those for which they are a trustee or custodian.. NOTE THAT INVESTMENTS IN PRIVATE PLACEMENTS AND VENTURE CAPITAL PARTNERSHIPS ARE ALSO SUBJECT TO PRECLEARANCE AND REPORTING. Reporting forms will be supplied at the appropriate times AND MUST BE SUBMITTED BY THE DATE INDICATED ON THE FORM
In addition, the following transactions must be reported but need not have been pre-cleared: gifts or bequests (either receiving or giving) of securities MUST be reported (sales of securities received as a gift MUST be both precleared and reported); transactions in debt instruments rated "A" or above by at least one national rating service; sales pursuant to tender offers; and dividend reinvestment plan purchases (provided the purchase pursuant to such plan is made with dividend proceeds only).
PERSONAL INVESTING SHOULD BE VIEWED AS A PRIVILEGE, NOT A RIGHT. AS SUCH, LIMITATIONS MAY BE PLACED ON THE NUMBER OF PRE-CLEARANCES AND/OR TRANSACTIONS AS DEEMED APPROPRIATE BY THE PERSONAL INVESTING COMMITTEE.
BROKERAGE ACCOUNTS
Covered persons should inform their stockbrokers that they are employed by an investment adviser, trust company or affiliate of either. U.S. brokers are subject to certain rules designed to prevent favoritism toward such accounts. Associates may not accept negotiated commission rates which they believe may be more favorable than the broker grants to accounts with similar characteristics. In addition, covered persons must direct their brokers to send duplicate confirmations and copies of all periodic statements on a timely basis to The Legal Group of The Capital Group Companies, Inc. ALL DOCUMENTS RECEIVED ARE KEPT STRICTLY CONFIDENTIAL.
[If extraneous information is included on an associate's statements (E.G., checking account information or other information that is not subject to the policy), the associate might want to establish a separate account solely for transactions subject to the policy.]
ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS
Covered persons will be required to disclose all personal securities holdings upon commencement of employment (or upon becoming a covered person) and thereafter on an annual basis. Reporting forms will be supplied for this purpose.
ANNUAL RECERTIFICATION
All access persons will be required to certify annually that they have read and understood the Personal Investing Policy and recognize that they are subject thereto.
ADDITIONAL RULES FOR INVESTMENT PERSONNEL
DISCLOSURE OF OWNERSHIP OF RECOMMENDED SECURITIES -- Ownership of securities that are held professionally as well as personally will be reviewed on a periodic basis by the Legal Group and may also be reviewed by the applicable Management Committee and/or Investment Committee or Subcommittee. In addition, to the extent that disclosure has not already been made by the Legal Group to the applicable Management Committee and/or Investment Committee or Subcommittee, any associate who is in a position to recommend the purchase or sale of securities by the fund or client accounts that s/he personally owns should FIRST disclose such ownership either in writing (in a company write-up) or orally (when discussing the company at investment meetings) prior to making a recommendation.
BLACKOUT PERIOD <UNDEF> Investment personnel may not buy or sell a security within at least seven calendar days before and after A FUND OR CLIENT ACCOUNT THAT HIS OR HER COMPANY MANAGES transacts in that security. Profits resulting from transactions occurring within this time period are subject to special review and may be subject to disgorgement.
BAN ON SHORT-TERM TRADING PROFITS -- Investment personnel are prohibited from profiting from the purchase and sale or sale and purchase of the same (or equivalent) securities within 60 days. THIS RESTRICTION APPLIES TO THE PURCHASE OF AN OPTION AND THE EXERCISE OF THE OPTION WITHIN 60 DAYS.
SERVICE AS A DIRECTOR -- Investment personnel must obtain prior authorization of the investment committee of the appropriate management company or CGC Management Committee BEFORE SERVING ON THE BOARD OF DIRECTORS OF PUBLICLY TRADED COMPANIES. This can be arranged by calling the LAO Legal Group.
PERSONAL INVESTING COMMITTEE
Any questions or hardships that result from these policies or requests for exceptions should be referred to CGC's Personal Investing Committee by calling the LAO Legal Group.
/1/Note that this disclosure requirement is consistent with both AIMR standards as well as the ICI Advisory Group Guidelines.
FORM OF
FUND CODE OF ETHICS
(as adopted by the Fund's Board of Directors/Trustees)
1. No Director/Trustee shall use his or her position or the knowledge gained therefrom as to create a conflict between his or her personal interest and that of the Fund. No Director/Trustee shall seek or accept gifts, favors, preferential treatment, or valuable consideration of any kind offered because of his or her association with the Fund.
2. Each non-affiliated Director/Trustee shall report to the Secretary of the Fund not later than ten (10) days after the end of each calendar quarter any transaction in securities which such Director/Trustee has effected during the quarter which the Director/Trustee then knows to have been effected within fifteen (15) days before or after a date on which the Fund purchased or sold, or considered the purchase or sale of, the same security.
3. For purposes of this Code of Ethics, transactions involving United States Government securities as defined in the Investment Company Act of 1940, bankers' acceptances, bank certificates of deposit, commercial paper, or shares of registered open-end investment companies are exempt from reporting as are non-volitional transactions such as dividend reimbursement programs and
transactions over which the Director/Trustee exercises no control.