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. 26
and
Registration Statement
Under
The Investment Company Act of 1940
Amendment No. 26
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 May 15, 2002, pursuant to
paragraph (b) of rule 485.
[logo - American Funds (sm)]
The right choice for the long term/SM/
EuroPacific Growth Fund/(R)/
Retirement Plan Prospectus
TABLE OF CONTENTS 1 Risk/Return Summary 4 Fees and Expenses of the Fund 5 Investment Objective, Strategies and Risks 7 Management and Organization 9 Purchase, Exchange and Sale of Shares 10 Sales Charges 11 Sales Charge Reductions 12 Individual Retirement Account (IRA) Rollovers 12 Plans of Distribution 13 Distributions and Taxes 14 Financial Highlights |
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF THESE SECURITIES. FURTHER, IT HAS NOT DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTUS
May 15, 2002
Risk/Return Summary
The fund seeks to make your investment grow over time by investing primarily in stocks of issuers located in Europe and the Pacific Basin.
The fund is designed for investors seeking capital appreciation and
diversification 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.
Your investment in the fund is subject to risks, including the possibility that the value of the fund's investments may fluctuate in response to events specifically involving the companies in which the fund invests, as well as economic, political or social events in the U.S. or abroad, and currency fluctuations.
Your investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other 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
HISTORICAL 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 total 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.)
[bar chart]
1992 2.30% 1993 35.60 1994 1.12 1995 12.87 1996 18.64 1997 9.19 1998 15.54 1999 56.97 |
2000 -17.84
2001 -12.18
[end chart]
Highest/lowest quarterly results during this time period were:
HIGHEST 29.09% (quarter ended December 31, 1999) LOWEST -14.02% (quarter ended September 30, 2001) |
The year-to-date result was 1.56% for the three months ended March 31, 2002.
EuroPacific Growth Fund / Prospectus
Unlike the bar chart on the previous page, the Investment Results Table below reflects, as required by Securities and Exchange Commission rules, the fund's investment results with the maximum initial sales charge imposed. Class A share results reflect the maximum initial sales charge of 5.75%. Sales charges are reduced for purchases of $25,000 or more. Results would be higher if calculated without a sales charge. All fund results reflect the reinvestment of dividend and capital gain distributions.
Since the fund's Class R shares were first available on May 15, 2002, comparable results for these classes are not available for the 2001 calendar year.
INVESTMENT RESULTS TABLE (WITH MAXIMUM SALES CHARGES IMPOSED) AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDED DECEMBER 31, 2001: ONE YEAR FIVE YEARS TEN YEARS LIFETIME/1/ ------------------------------------------------------------------------------- CLASS A - BEGAN 4/16/84 -17.22% 6.13% 9.73% 13.41% MSCI EAFE Index/2/ -21.21% 1.17% 4.76% 10.81% Lipper International Funds Average/3/ -21.71% 2.24% 6.41% 10.72% |
1 Lifetime results are as of the date Class A shares first became available. 2 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, expenses or taxes. 3 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 average include the reinvestment of dividend and capital gain distributions and brokerage commissions paid by the funds for portfolio transactions, but do not reflect sales charges or taxes.
EuroPacific Growth Fund / Prospectus
Fees and Expenses of the Fund
SHAREHOLDER FEES TABLE (PAID DIRECTLY FROM YOUR INVESTMENT) ALL R SHARE CLASS A CLASSES Maximum sales charge imposed on purchases (as a percentage of offering price) 5.75 %/1/ none Maximum sales charge imposed on reinvested dividends none none Maximum deferred sales charge none/2/ none Redemption or exchange fees none none |
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.
ANNUAL FUND OPERATING EXPENSES TABLE (DEDUCTED FROM FUND ASSETS) CLASS A R-1/1/ R-2/1/ R-3/1/ R-4/1/ R-5/1/ Management Fees 0.46% 0.46% 0.46% 0.46% 0.46% 0.46% Distribution and/or Service (12b-1) Fees/2/ 0.25% 1.00% 0.75% 0.50% 0.25% none Other Expenses 0.17% 0.24% 0.44% 0.30% 0.22% 0.17% Total Annual Fund Operating Expenses 0.88% 1.70% 1.65% 1.26% 0.93% 0.63% |
1 Based on estimated amounts for the current fiscal year.
2 Class A, R-2, R-3 and R-4 12b-1 fees may not exceed 0.25%, 1.00%, 0.75%, and
0.50%, respectively, of the class' average net assets annually. Class R-1 fees
will always be 1.00% of the class' average net assets annually.
EXAMPLE
The examples below are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that you invest $10,000 in the fund for the time periods indicated, that your investment has a 5% return each year, that all dividend and capital gain distributions are reinvested, and that the fund's operating expenses remain the same as shown above. Although your actual costs may be higher or lower, based on these assumptions, your cumulative estimated expenses would be:
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS Class A/1/ $660 $840 $1,035 $1,597 R-1 $173 $536 $ 923 $2,009 R-2 $168 $520 $ 897 $1,955 R-3 $128 $400 $ 692 $1,523 R-4 $ 95 $296 $ 515 $1,143 R-5 $ 64 $202 $ 351 $ 786 |
1 Reflects the maximum initial sales charge in the first year.
EuroPacific Growth Fund / Prospectus
Investment Objective, Strategies and Risks
The fund's investment objective is to provide you with long-term growth of capital. Normally, the fund will invest at least 80% of its assets in securities of issuers located in Europe and the Pacific Basin. Various factors will be considered when determining whether a country is part of Europe, including whether a country is part of the MSCI European indices. A country will be considered part of the Pacific Basin if any of its borders touches the Pacific Ocean.
The prices of 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; conditions affecting the general economy; overall market changes; global political, social or economic instability; and currency and interest rate fluctuations. The growth-oriented, equity-type securities generally purchased by the fund may involve large price swings and potential for loss.
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 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 in a period of rising market prices; conversely, it would reduce the fund's magnitude of loss in the event of a general 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 investments. The basic investment philosophy of the investment adviser is to seek reasonably priced securities that represent good long-term investment opportunities. This is accomplished not only through fundamental analysis, but also by meeting with company executives and employees, suppliers, customers and competitors in order to gain in-depth knowledge of a company's true value. Securities may be sold when the investment adviser believes they no longer represent good long-term value.
INVESTMENT RESULTS TABLE (WITHOUT SALES CHARGES IMPOSED) AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDED DECEMBER 31, 2001: ONE YEAR FIVE YEARS TEN YEARS LIFETIME/1/ ------------------------------------------------------------------------------- CLASS A - BEGAN 4/16/84 -12.18% 7.40% 10.38% 13.79% MSCI EAFE Index/2/ -21.21% 1.17% 4.76% 10.81% Lipper International Funds Average/3/ -21.71% 2.24% 6.41% 10.72% |
1 Lifetime results are as of the date Class A shares first became available. 2 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, expenses or taxes. 3 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 average include the reinvestment of dividend and capital gain distributions and brokerage commissions paid by the funds for portfolio transactions, but do not reflect sales charges or taxes.
EuroPacific Growth Fund / Prospectus
HOLDINGS BY INDUSTRY AS OF MARCH 31, 2002
[pie chart]
Pharmaceuticals 10.73%
Banks 8.34
Oil & Gas 7.11
Food Products 5.35
Semiconductor Equipment & Products 4.86
Other Industries 49.60
Bonds & Notes 0.02
Cash & Equivalents 13.99
[end chart]
PERCENT OF PERCENT OF PERCENT INVESTED BY COUNTRY NET ASSETS TEN LARGEST EQUITY HOLDINGS NET ASSETS Europe AstraZeneca 4.36% ------------------------------------------------- United Kingdom 16.7% Taiwan Semiconductor Manufacturing 2.32 ------------------------------------------ ------------------------------------------------- Netherlands 6.8 ING Groep 1.76 ------------------------------------------ ------------------------------------------------- France 5.1 Petroleo Brasileiro SA - Petrobas 1.67 ------------------------------------------ ------------------------------------------------- Switzerland 3.8 Nestle 1.51 ------------------------------------------ ------------------------------------------------- Germany 3.6 Bank of Nova Scotia 1.38 ------------------------------------------ ------------------------------------------------- Finland 2.5 Vodafone Group 1.21 ------------------------------------------ Norway 1.8 Aventis 1.18 ------------------------------------------ ------------------------------------------------- Ireland 1.6 Hon Hai Precision Industry Co. 1.15 ------------------------------------------ ------------------------------------------------- Sweden 1.2 Koninklijke Ahold 1.12 ------------------------------------------ ------------------------------------------------- Italy 1.2 ------------------------------------------ Denmark .9 ------------------------------------------ Belgium .7 ------------------------------------------ Spain .7 ------------------------------------------ Greece .6 ------------------------------------------ Russian Federation .5 ------------------------------------------ Other Europe .1 ------------------------------------------ Pacific Basin Japan 13.5 ------------------------------------------ Mexico 3.7 ------------------------------------------ Canada 3.5 ------------------------------------------ Taiwan 3.5 ------------------------------------------ Australia 3.5 ------------------------------------------ South Korea 2.9 ------------------------------------------ Hong Kong 1.7 ------------------------------------------ Singapore .5 ------------------------------------------ China .4 ------------------------------------------ Philippines .3 ------------------------------------------ Chile .3 ------------------------------------------ Other Brazil 2.7 ------------------------------------------ South Africa 1.2 ------------------------------------------ Other Countries .5 Cash & Cash Equivalents 14.0 |
Because the fund is actively managed, its holdings will change over time.
For updated information on the fund's portfolio holdings, please visit us at www.americanfunds.com.
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 appears earlier in the Annual Fund Operating Expenses Table.
MULTIPLE PORTFOLIO COUNSELOR SYSTEM
Capital Research and Management Company uses a system of multiple portfolio counselors in managing mutual fund assets. Under this approach, the portfolio of a fund is divided into segments managed by individual counselors. 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:
EuroPacific Growth Fund / Prospectus
PORTFOLIO COUNSELOR/ FUND PORTFOLIO COUNSELOR PRIMARY TITLE WITH INVESTMENT ADVISER TITLE (IF APPLICABLE) EXPERIENCE IN THIS FUND (OR AFFILIATE) AND INVESTMENT EXPERIENCE MARK E. DENNING 11 years Director, Capital Research and Management Company President, Principal (plus 3 years prior Executive Officer and experience as a research Investment professional for 20 years, all with Trustee professional for the fund) Capital Research and Management Company or affiliate ------------------------------------------------------------------------------------------------------------ STEPHEN E. BEPLER 18 years Senior Vice President, Capital Research Company Executive Vice President Investment professional for 36 years in total;30 years with Capital Research and Management Company or affiliate ------------------------------------------------------------------------------------------------------------ ROBERT W. LOVELACE 8 years President and Director, Capital Research Company Senior Vice President (plus 7 years prior experience as a research Investment professional for 17 years, all with professional for the fund) Capital Research and Management Company or affiliate ------------------------------------------------------------------------------------------------------------ ALWYN W. HEONG 6 years Senior Vice President, Capital Research Company Vice President (plus 3 years prior experience as a research Investment professional for 14 years in total;10 professional for the fund) years with Capital Research and Management Company or affiliate ------------------------------------------------------------------------------------------------------------ MARTIAL G. CHAILLET 8 years Senior Vice President, Capital Research Company (plus 5 years prior experience as a research Investment professional for 30 years, all with professional for the fund) Capital Research and Management Company or affiliate TIMOTHY P. DUNN 1 year Vice President, Capital Research and Management (plus 4 years prior Company experience as a research professional for the fund) Investment professional for 16 years in total;12 years with Capital Research and Management Company or affiliate CARL M. KAWAJA 1 year Senior Vice President and Director, Capital (plus 8 years prior Research Company experience as a research professional for the fund) Investment professional for 14 years in total;11 years with Capital Research and Management Company or affiliate |
EuroPacific Growth Fund / Prospectus
Purchase, Exchange and Sale of Shares
PURCHASES AND EXCHANGES
Class A shares are generally not available for retirement plans using the PlanPremier or Recordkeeper Direct recordkeeping programs.
Class R shares generally are available only to 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans, and non-qualified deferred compensation plans. Class R shares also are generally available only to retirement plans where plan level or omnibus accounts are held on the books of the fund. In addition, Class R-5 shares generally are available only to retirement plans with $1 million or more in plan assets. Class R shares are not available to retail non-retirement accounts, traditional and Roth IRAs, Coverdell Education Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs, individual 403(b) plans, and CollegeAmerica accounts.
Eligible retirement plans generally may open an account and purchase Class A or R shares by contacting any investment dealer (who may impose transaction charges in addition to those described in this prospectus) authorized to sell the fund's shares. Some or all R share classes may not be available through certain investment dealers. Additional shares may be purchased through a plan's administrator or recordkeeper.
Shares of the fund offered through this prospectus generally may be exchanged into shares of the same class of other funds in The American Funds Group. Exchanges of Class A shares from money market funds purchased without a sales charge generally will be subject to the appropriate sales charge.
THE FUND AND AMERICAN FUNDS DISTRIBUTORS, THE FUND'S DISTRIBUTOR, RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER FOR ANY REASON. THE FUND IS NOT DESIGNED TO SERVE AS A VEHICLE FOR FREQUENT TRADING IN RESPONSE TO SHORT-TERM STOCK MARKET FLUCTUATIONS. ACCORDINGLY, PURCHASES THAT ARE PART OF EXCHANGE ACTIVITY THAT THE FUND OR AMERICAN FUNDS DISTRIBUTORS HAVE DETERMINED COULD INVOLVE ACTUAL OR POTENTIAL HARM TO THE FUND MAY BE REJECTED.
SALES
Please contact your plan administrator or recordkeeper.
VALUING SHARES
The fund's net asset value is the value of a single share. The fund calculates its net asset value, each day the New York Stock Exchange is open, as of approximately 4:00 p.m. New York time, the normal close of regular trading. Assets are valued primarily on the basis of market quotations. However, the fund has adopted procedures for making "fair value" determinations if market quotations are not readily available. For example, if events occur that materially affect the value of the fund's securities that principally trade in markets outside the U.S. between the close of those markets and the close of regular trading on the New York Stock Exchange, the securities will be valued at fair value.
EuroPacific Growth Fund / Prospectus
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 Charges
CLASS A SHARES
The initial sales charge you pay when you buy Class A shares differs depending upon the amount you invest and may be reduced or eliminated for larger purchases as indicated below. Any applicable sales charge will be paid directly from your investment and, as a result, will reduce the amount of your investment.
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 $50,000 5.00% 5.26% 4.25% --------------------------------------------------------------------------- $50,000 but less than $100,000 4.50% 4.71% 3.75% --------------------------------------------------------------------------- $100,000 but less than $250,000 3.50% 3.63% 2.75% --------------------------------------------------------------------------- $250,000 but less than $500,000 2.50% 2.56% 2.00% --------------------------------------------------------------------------- $500,000 but less than $750,000 2.00% 2.04% 1.60% --------------------------------------------------------------------------- $750,000 but less than $1 million 1.50% 1.52% 1.20% --------------------------------------------------------------------------- $1 million or more and certain other none none none investments described below --------------------------------------------------------------------------- |
CLASS A PURCHASES NOT SUBJECT TO SALES CHARGE
Employer-sponsored defined contribution-type plans, including certain 403(b) 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. Also exempt are investments made through accounts that purchased fund shares before March 15, 2001 and are part of certain qualified fee-based programs. The distributor may pay dealers up to 1% on investments made in Class A shares with no initial sales charge. The fund may reimburse the distributor for these payments through its Plans of Distribution (see below).
EuroPacific Growth Fund / Prospectus
CLASS R SHARES
Class R shares are sold with no initial or deferred sales charges. The distributor will pay dealers annually, asset-based compensation of 1.00% for sales of Class R-1 shares, 0.75% for Class R-2 shares, 0.50% for Class R-3 shares, and 0.25% for Class R-4 shares. No dealer compensation is paid on sales of Class R-5 shares. The fund may reimburse the distributor for these payments through its Plans of Distribution (see below).
Sales Charge Reductions
Class A sales charges may be reduced in the following ways:
CONCURRENT PURCHASES
Simultaneous purchases of any class of shares of two or more American Funds may be combined to qualify for a reduced Class A sales charge. Direct purchases of money market funds are excluded.
RIGHTS OF ACCUMULATION
The current value (or if greater, the amount invested less any withdrawals) of existing holdings in any class of shares of the American Funds may be taken into account to determine Class A sales charges. Direct purchases of money market funds are excluded.
STATEMENT OF INTENTION
Class A sales charges may be reduced by establishing a Statement of Intention. A Statement of Intention allows all non-money market fund purchases of all share classes intended to be made over a 13-month period to be combined in order to determine the applicable sales charge. At the request of a plan, 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 the account may be held in escrow to cover additional Class A sales charges which may be due if total investments over the 13-month period do not qualify for the applicable sales charge reduction.
EuroPacific Growth Fund / Prospectus
Individual Retirement Account (IRA) Rollovers
Assets from a retirement plan may be invested in Class A, B, C or F shares of the American Funds through an IRA rollover plan. All such rollover investments will be subject to the terms and conditions for Class A, B, C and F shares contained in the fund's current prospectus and statement of additional information.
An IRA rollover involving retirement plan assets that offered an investment
option managed by any affiliate of The Capital Group Companies, Inc., including
any of the American Funds, may be invested in:
. Class A shares at net asset value;
. Class A shares subject to the applicable initial sales charge;
. Class B shares;
. Class C shares; or
. Class F shares
Retirement plan assets invested in Class A shares with a sales charge, or B, C or F shares are subject to the terms and conditions contained in the fund's current prospectus and statement of additional information. Advisers will be compensated according to the policies associated with each share class as described in the fund's current prospectus and statement of additional information.
Retirement plan assets invested in Class A shares at net asset value will not be subject to a contingent deferred sales charge and will immediately begin to accrue service fees. Dealer commissions on such assets will be paid only on rollovers of $1 million or more.
Plans of Distribution
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, 1.00% for Class R-1 shares, and up to 1.00%, 0.75% and 0.50% for Class R-2, R-3 and R-4 shares, respectively. For all share classes, up to 0.25% of these expenses may be used to pay service fees to qualified dealers for providing certain shareholder services. The remaining expense for each share class may be used for distribution expenses.
The 12b-1 fees paid by the fund, as a percentage of average net assets, for the previous fiscal year are indicated earlier in the Annual Fund Operating Expenses Table. 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.
OTHER COMPENSATION TO DEALERS
American Funds Distributors may pay, or sponsor informational meetings for, dealers as described in the statement of additional information.
EuroPacific Growth Fund / Prospectus
Distributions and Taxes
DIVIDENDS AND DISTRIBUTIONS
The fund intends to distribute dividends to you, usually in December. Capital gains, if any, are usually distributed in December. When a dividend or capital gain is distributed, the net asset value per share is reduced by the amount of the payment.
All dividend and capital gain distributions paid to retirement plan shareholders will automatically be reinvested.
TAXES ON DISTRIBUTIONS
Dividends and capital gains distributed by the fund to retirement plan accounts currently are not taxable.
TAXES ON TRANSACTIONS
Distributions taken from a retirement plan account generally are taxable as ordinary income.
Please see your tax adviser for further information.
EuroPacific Growth Fund / Prospectus
Financial Highlights
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 the R share classes beginning with the fund's
2003 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.
CLASS A YEAR ENDED MARCH 31 2002 2001 2000 1999 1998 NET ASSET VALUE, $ 28.72 $ 44.61 $ 30.21 $ 29.56 $ 26.70 BEGINNING OF YEAR ------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income/1/ .33 .69 .34 .42 .45 Net (losses) gains on securities (both (1.16) (12.65) 15.74 1.85 4.79 realized and unrealized)/1/ --------------------------- ----------------------------------------- Total from investment (.83) (11.96) 16.08 2.27 5.24 operations ------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends (from net (.66) (.19) (.29) (.36) (.45) investment income) Distributions (from - (3.74) (1.39) (1.26) (1.93) capital gains) ------------------------------------------------------------------------------- Total distributions (.66) (3.93) (1.68) (1.62) (2.38) ------------------------------------------------------------------------------- NET ASSET VALUE, END OF $ 27.23 $ 28.72 $ 44.61 $ 30.21 $ 29.56 YEAR ------------------------------------------------------------------------------- TOTAL RETURN/2/ (2.63)% (28.02)% 54.32% 8.19% 20.97% ------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA: Net assets, end of year $27,765 $28,963 $38,837 $22,083 $21,316 (in millions) ------------------------------------------------------------------------------- Ratio of expenses to .88% .84% .84% .84% .86% average net assets ------------------------------------------------------------------------------- Ratio of net income to 1.21% 1.89% .93% 1.45% 1.64% average net assets Portfolio turnover rate 27% 37% 29% 32% 31% ------------------------------------------------------------------------------- |
1 Years ended 1999 and 1998 are based on shares outstanding on the last day of the year; all other periods are based on average shares outstanding. 2 Total returns exclude all sales charges, including contingent deferred sales charges.
[logo - EuroPacific Growth Fund]
EuroPacific Growth Fund / Prospectus
[logo - American Funds (sm)]
The right choice for the long term/SM/
FOR SHAREHOLDER American Funds Service Company SERVICES 800/421-0180 FOR RETIREMENT PLAN Call your employer or plan SERVICES administrator FOR DEALER SERVICES American Funds Distributors 800/421-9900 American FundsLine(R) FOR 24 800/325-3590 -HOUR INFORMATION American FundsLine OnLine(R) 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 REPORTS TO SHAREHOLDERS The shareholder reports contain 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 Retirement Plan 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. You may also occasionally receive proxy statements for the fund. In order to reduce the volume of mail you receive, when possible, only one copy of these documents will be sent to shareholders 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 Retirement Plan 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.
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Printed on recycled paper Investment Company File No. 811-3734 RPEUPAC-010-0502/MC ------------------------------------------------------------------------------- THE CAPITAL GROUP COMPANIES American Funds Capital Research and Management Capital International Capital Guardian Capital Bank and Trust |
THE FUND PROVIDES SPANISH TRANSLATION IN CONNECTION WITH THE PUBLIC OFFERING AND SALE OF ITS SHARES. THE FOLLOWING IS A FAIR AND ACCURATE ENGLISH TRANSLATION OF A SPANISH LANGUAGE PROSPECTUS FOR THE FUND.
/s/ VINCENT P. CORTI VINCENT P. CORTI SECRETARY |
[logo - American Funds (sm)]
The right choice for the long term/SM/
EuroPacific Growth Fund/(R)/
Retirement Plan Prospectus
TABLE OF CONTENTS 1 Risk/Return Summary 4 Fees and Expenses of the Fund 5 Investment Objective, Strategies and Risks 7 Management and Organization 9 Purchase, Exchange and Sale of Shares 10 Sales Charges 11 Sales Charge Reductions 12 Individual Retirement Account (IRA) Rollovers 12 Plans of Distribution 13 Distributions and Taxes 14 Financial Highlights |
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF THESE SECURITIES. FURTHER, IT HAS NOT DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTUS
May 15, 2002
Risk/Return Summary
The fund seeks to make your investment grow over time by investing primarily in stocks of issuers located in Europe and the Pacific Basin.
The fund is designed for investors seeking capital appreciation and
diversification 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.
Your investment in the fund is subject to risks, including the possibility that the value of the fund's investments may fluctuate in response to events specifically involving the companies in which the fund invests, as well as economic, political or social events in the U.S. or abroad, and currency fluctuations.
Your investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other 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
HISTORICAL 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 total 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.)
[bar chart]
1992 2.30% 1993 35.60 1994 1.12 1995 12.87 1996 18.64 1997 9.19 1998 15.54 1999 56.97 |
2000 -17.84
2001 -12.18
[end chart]
Highest/lowest quarterly results during this time period were:
HIGHEST 29.09% (quarter ended December 31, 1999) LOWEST -14.02% (quarter ended September 30, 2001) |
The year-to-date result was 1.56% for the three months ended March 31, 2002.
EuroPacific Growth Fund / Prospectus
Unlike the bar chart on the previous page, the Investment Results Table below reflects, as required by Securities and Exchange Commission rules, the fund's investment results with the maximum initial sales charge imposed. Class A share results reflect the maximum initial sales charge of 5.75%. Sales charges are reduced for purchases of $25,000 or more. Results would be higher if calculated without a sales charge. All fund results reflect the reinvestment of dividend and capital gain distributions.
Since the fund's Class R shares were first available on May 15, 2002, comparable results for these classes are not available for the 2001 calendar year.
INVESTMENT RESULTS TABLE (WITH MAXIMUM SALES CHARGES IMPOSED) AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDED DECEMBER 31, 2001: ONE YEAR FIVE YEARS TEN YEARS LIFETIME/1/ ------------------------------------------------------------------------------- CLASS A - BEGAN 4/16/84 -17.22% 6.13% 9.73% 13.41% MSCI EAFE Index/2/ -21.21% 1.17% 4.76% 10.81% Lipper International Funds Average/3/ -21.71% 2.24% 6.41% 10.72% |
1 Lifetime results are as of the date Class A shares first became available. 2 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, expenses or taxes. 3 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 average include the reinvestment of dividend and capital gain distributions and brokerage commissions paid by the funds for portfolio transactions, but do not reflect sales charges or taxes.
EuroPacific Growth Fund / Prospectus
Fees and Expenses of the Fund
SHAREHOLDER FEES TABLE (PAID DIRECTLY FROM YOUR INVESTMENT) ALL R SHARE CLASS A CLASSES Maximum sales charge imposed on purchases (as a percentage of offering price) 5.75 %/1/ none Maximum sales charge imposed on reinvested dividends none none Maximum deferred sales charge none/2/ none Redemption or exchange fees none none |
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.
ANNUAL FUND OPERATING EXPENSES TABLE (DEDUCTED FROM FUND ASSETS) CLASS A R-1/1/ R-2/1/ R-3/1/ R-4/1/ R-5/1/ Management Fees 0.46% 0.46% 0.46% 0.46% 0.46% 0.46% Distribution and/or Service (12b-1) Fees/2/ 0.25% 1.00% 0.75% 0.50% 0.25% none Other Expenses 0.17% 0.24% 0.44% 0.30% 0.22% 0.17% Total Annual Fund Operating Expenses 0.88% 1.70% 1.65% 1.26% 0.93% 0.63% |
1 Based on estimated amounts for the current fiscal year.
2 Class A, R-2, R-3 and R-4 12b-1 fees may not exceed 0.25%, 1.00%, 0.75%, and
0.50%, respectively, of the class' average net assets annually. Class R-1 fees
will always be 1.00% of the class' average net assets annually.
EXAMPLE
The examples below are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that you invest $10,000 in the fund for the time periods indicated, that your investment has a 5% return each year, that all dividend and capital gain distributions are reinvested, and that the fund's operating expenses remain the same as shown above. Although your actual costs may be higher or lower, based on these assumptions, your cumulative estimated expenses would be:
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS Class A/1/ $660 $840 $1,035 $1,597 R-1 $173 $536 $ 923 $2,009 R-2 $168 $520 $ 897 $1,955 R-3 $128 $400 $ 692 $1,523 R-4 $ 95 $296 $ 515 $1,143 R-5 $ 64 $202 $ 351 $ 786 |
1 Reflects the maximum initial sales charge in the first year.
EuroPacific Growth Fund / Prospectus
Investment Objective, Strategies and Risks
The fund's investment objective is to provide you with long-term growth of capital. Normally, the fund will invest at least 80% of its assets in securities of issuers located in Europe and the Pacific Basin. Various factors will be considered when determining whether a country is part of Europe, including whether a country is part of the MSCI European indices. A country will be considered part of the Pacific Basin if any of its borders touches the Pacific Ocean.
The prices of 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; conditions affecting the general economy; overall market changes; global political, social or economic instability; and currency and interest rate fluctuations. The growth-oriented, equity-type securities generally purchased by the fund may involve large price swings and potential for loss.
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 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 in a period of rising market prices; conversely, it would reduce the fund's magnitude of loss in the event of a general 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 investments. The basic investment philosophy of the investment adviser is to seek reasonably priced securities that represent good long-term investment opportunities. This is accomplished not only through fundamental analysis, but also by meeting with company executives and employees, suppliers, customers and competitors in order to gain in-depth knowledge of a company's true value. Securities may be sold when the investment adviser believes they no longer represent good long-term value.
INVESTMENT RESULTS TABLE (WITHOUT SALES CHARGES IMPOSED) AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDED DECEMBER 31, 2001: ONE YEAR FIVE YEARS TEN YEARS LIFETIME/1/ ------------------------------------------------------------------------------- CLASS A - BEGAN 4/16/84 -12.18% 7.40% 10.38% 13.79% MSCI EAFE Index/2/ -21.21% 1.17% 4.76% 10.81% Lipper International Funds Average/3/ -21.71% 2.24% 6.41% 10.72% |
1 Lifetime results are as of the date Class A shares first became available. 2 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, expenses or taxes. 3 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 average include the reinvestment of dividend and capital gain distributions and brokerage commissions paid by the funds for portfolio transactions, but do not reflect sales charges or taxes.
EuroPacific Growth Fund / Prospectus
HOLDINGS BY INDUSTRY AS OF MARCH 31, 2002
[pie chart]
Pharmaceuticals 10.73%
Banks 8.34
Oil & Gas 7.11
Food Products 5.35
Semiconductor Equipment & Products 4.86
Other Industries 49.60
Bonds & Notes 0.02
Cash & Equivalents 13.99
[end chart]
PERCENT OF PERCENT OF PERCENT INVESTED BY COUNTRY NET ASSETS TEN LARGEST EQUITY HOLDINGS NET ASSETS Europe AstraZeneca 4.36% ------------------------------------------------- United Kingdom 16.7% Taiwan Semiconductor Manufacturing 2.32 ------------------------------------------ ------------------------------------------------- Netherlands 6.8 ING Groep 1.76 ------------------------------------------ ------------------------------------------------- France 5.1 Petroleo Brasileiro SA - Petrobas 1.67 ------------------------------------------ ------------------------------------------------- Switzerland 3.8 Nestle 1.51 ------------------------------------------ ------------------------------------------------- Germany 3.6 Bank of Nova Scotia 1.38 ------------------------------------------ ------------------------------------------------- Finland 2.5 Vodafone Group 1.21 ------------------------------------------ Norway 1.8 Aventis 1.18 ------------------------------------------ ------------------------------------------------- Ireland 1.6 Hon Hai Precision Industry Co. 1.15 ------------------------------------------ ------------------------------------------------- Sweden 1.2 Koninklijke Ahold 1.12 ------------------------------------------ ------------------------------------------------- Italy 1.2 ------------------------------------------ Denmark .9 ------------------------------------------ Belgium .7 ------------------------------------------ Spain .7 ------------------------------------------ Greece .6 ------------------------------------------ Russian Federation .5 ------------------------------------------ Other Europe .1 ------------------------------------------ Pacific Basin Japan 13.5 ------------------------------------------ Mexico 3.7 ------------------------------------------ Canada 3.5 ------------------------------------------ Taiwan 3.5 ------------------------------------------ Australia 3.5 ------------------------------------------ South Korea 2.9 ------------------------------------------ Hong Kong 1.7 ------------------------------------------ Singapore .5 ------------------------------------------ China .4 ------------------------------------------ Philippines .3 ------------------------------------------ Chile .3 ------------------------------------------ Other Brazil 2.7 ------------------------------------------ South Africa 1.2 ------------------------------------------ Other Countries .5 Cash & Cash Equivalents 14.0 |
Because the fund is actively managed, its holdings will change over time.
For updated information on the fund's portfolio holdings, please visit us at www.americanfunds.com.
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 appears earlier in the Annual Fund Operating Expenses Table.
MULTIPLE PORTFOLIO COUNSELOR SYSTEM
Capital Research and Management Company uses a system of multiple portfolio counselors in managing mutual fund assets. Under this approach, the portfolio of a fund is divided into segments managed by individual counselors. 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:
EuroPacific Growth Fund / Prospectus
PORTFOLIO COUNSELOR/ FUND PORTFOLIO COUNSELOR PRIMARY TITLE WITH INVESTMENT ADVISER TITLE (IF APPLICABLE) EXPERIENCE IN THIS FUND (OR AFFILIATE) AND INVESTMENT EXPERIENCE MARK E. DENNING 11 years Director, Capital Research and Management Company President, Principal (plus 3 years prior Executive Officer and experience as a research Investment professional for 20 years, all with Trustee professional for the fund) Capital Research and Management Company or affiliate ------------------------------------------------------------------------------------------------------------ STEPHEN E. BEPLER 18 years Senior Vice President, Capital Research Company Executive Vice President Investment professional for 36 years in total;30 years with Capital Research and Management Company or affiliate ------------------------------------------------------------------------------------------------------------ ROBERT W. LOVELACE 8 years President and Director, Capital Research Company Senior Vice President (plus 7 years prior experience as a research Investment professional for 17 years, all with professional for the fund) Capital Research and Management Company or affiliate ------------------------------------------------------------------------------------------------------------ ALWYN W. HEONG 6 years Senior Vice President, Capital Research Company Vice President (plus 3 years prior experience as a research Investment professional for 14 years in total;10 professional for the fund) years with Capital Research and Management Company or affiliate ------------------------------------------------------------------------------------------------------------ MARTIAL G. CHAILLET 8 years Senior Vice President, Capital Research Company (plus 5 years prior experience as a research Investment professional for 30 years, all with professional for the fund) Capital Research and Management Company or affiliate TIMOTHY P. DUNN 1 year Vice President, Capital Research and Management (plus 4 years prior Company experience as a research professional for the fund) Investment professional for 16 years in total;12 years with Capital Research and Management Company or affiliate CARL M. KAWAJA 1 year Senior Vice President and Director, Capital (plus 8 years prior Research Company experience as a research professional for the fund) Investment professional for 14 years in total;11 years with Capital Research and Management Company or affiliate |
EuroPacific Growth Fund / Prospectus
Purchase, Exchange and Sale of Shares
PURCHASES AND EXCHANGES
Class A shares are generally not available for retirement plans using the PlanPremier or Recordkeeper Direct recordkeeping programs.
Class R shares generally are available only to 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans, and non-qualified deferred compensation plans. Class R shares also are generally available only to retirement plans where plan level or omnibus accounts are held on the books of the fund. In addition, Class R-5 shares generally are available only to retirement plans with $1 million or more in plan assets. Class R shares are not available to retail non-retirement accounts, traditional and Roth IRAs, Coverdell Education Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs, individual 403(b) plans, and CollegeAmerica accounts.
Eligible retirement plans generally may open an account and purchase Class A or R shares by contacting any investment dealer (who may impose transaction charges in addition to those described in this prospectus) authorized to sell the fund's shares. Some or all R share classes may not be available through certain investment dealers. Additional shares may be purchased through a plan's administrator or recordkeeper.
Shares of the fund offered through this prospectus generally may be exchanged into shares of the same class of other funds in The American Funds Group. Exchanges of Class A shares from money market funds purchased without a sales charge generally will be subject to the appropriate sales charge.
THE FUND AND AMERICAN FUNDS DISTRIBUTORS, THE FUND'S DISTRIBUTOR, RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER FOR ANY REASON. THE FUND IS NOT DESIGNED TO SERVE AS A VEHICLE FOR FREQUENT TRADING IN RESPONSE TO SHORT-TERM STOCK MARKET FLUCTUATIONS. ACCORDINGLY, PURCHASES THAT ARE PART OF EXCHANGE ACTIVITY THAT THE FUND OR AMERICAN FUNDS DISTRIBUTORS HAVE DETERMINED COULD INVOLVE ACTUAL OR POTENTIAL HARM TO THE FUND MAY BE REJECTED.
SALES
Please contact your plan administrator or recordkeeper.
VALUING SHARES
The fund's net asset value is the value of a single share. The fund calculates its net asset value, each day the New York Stock Exchange is open, as of approximately 4:00 p.m. New York time, the normal close of regular trading. Assets are valued primarily on the basis of market quotations. However, the fund has adopted procedures for making "fair value" determinations if market quotations are not readily available. For example, if events occur that materially affect the value of the fund's securities that principally trade in markets outside the U.S. between the close of those markets and the close of regular trading on the New York Stock Exchange, the securities will be valued at fair value.
EuroPacific Growth Fund / Prospectus
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 Charges
CLASS A SHARES
The initial sales charge you pay when you buy Class A shares differs depending upon the amount you invest and may be reduced or eliminated for larger purchases as indicated below. Any applicable sales charge will be paid directly from your investment and, as a result, will reduce the amount of your investment.
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 $50,000 5.00% 5.26% 4.25% --------------------------------------------------------------------------- $50,000 but less than $100,000 4.50% 4.71% 3.75% --------------------------------------------------------------------------- $100,000 but less than $250,000 3.50% 3.63% 2.75% --------------------------------------------------------------------------- $250,000 but less than $500,000 2.50% 2.56% 2.00% --------------------------------------------------------------------------- $500,000 but less than $750,000 2.00% 2.04% 1.60% --------------------------------------------------------------------------- $750,000 but less than $1 million 1.50% 1.52% 1.20% --------------------------------------------------------------------------- $1 million or more and certain other none none none investments described below --------------------------------------------------------------------------- |
CLASS A PURCHASES NOT SUBJECT TO SALES CHARGE
Employer-sponsored defined contribution-type plans, including certain 403(b) 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. Also exempt are investments made through accounts that purchased fund shares before March 15, 2001 and are part of certain qualified fee-based programs. The distributor may pay dealers up to 1% on investments made in Class A shares with no initial sales charge. The fund may reimburse the distributor for these payments through its Plans of Distribution (see below).
EuroPacific Growth Fund / Prospectus
CLASS R SHARES
Class R shares are sold with no initial or deferred sales charges. The distributor will pay dealers annually, asset-based compensation of 1.00% for sales of Class R-1 shares, 0.75% for Class R-2 shares, 0.50% for Class R-3 shares, and 0.25% for Class R-4 shares. No dealer compensation is paid on sales of Class R-5 shares. The fund may reimburse the distributor for these payments through its Plans of Distribution (see below).
Sales Charge Reductions
Class A sales charges may be reduced in the following ways:
CONCURRENT PURCHASES
Simultaneous purchases of any class of shares of two or more American Funds may be combined to qualify for a reduced Class A sales charge. Direct purchases of money market funds are excluded.
RIGHTS OF ACCUMULATION
The current value (or if greater, the amount invested less any withdrawals) of existing holdings in any class of shares of the American Funds may be taken into account to determine Class A sales charges. Direct purchases of money market funds are excluded.
STATEMENT OF INTENTION
Class A sales charges may be reduced by establishing a Statement of Intention. A Statement of Intention allows all non-money market fund purchases of all share classes intended to be made over a 13-month period to be combined in order to determine the applicable sales charge. At the request of a plan, 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 the account may be held in escrow to cover additional Class A sales charges which may be due if total investments over the 13-month period do not qualify for the applicable sales charge reduction.
EuroPacific Growth Fund / Prospectus
Individual Retirement Account (IRA) Rollovers
Assets from a retirement plan may be invested in Class A, B, C or F shares of the American Funds through an IRA rollover plan. All such rollover investments will be subject to the terms and conditions for Class A, B, C and F shares contained in the fund's current prospectus and statement of additional information.
An IRA rollover involving retirement plan assets that offered an investment
option managed by any affiliate of The Capital Group Companies, Inc., including
any of the American Funds, may be invested in:
. Class A shares at net asset value;
. Class A shares subject to the applicable initial sales charge;
. Class B shares;
. Class C shares; or
. Class F shares
Retirement plan assets invested in Class A shares with a sales charge, or B, C or F shares are subject to the terms and conditions contained in the fund's current prospectus and statement of additional information. Advisers will be compensated according to the policies associated with each share class as described in the fund's current prospectus and statement of additional information.
Retirement plan assets invested in Class A shares at net asset value will not be subject to a contingent deferred sales charge and will immediately begin to accrue service fees. Dealer commissions on such assets will be paid only on rollovers of $1 million or more.
Plans of Distribution
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, 1.00% for Class R-1 shares, and up to 1.00%, 0.75% and 0.50% for Class R-2, R-3 and R-4 shares, respectively. For all share classes, up to 0.25% of these expenses may be used to pay service fees to qualified dealers for providing certain shareholder services. The remaining expense for each share class may be used for distribution expenses.
The 12b-1 fees paid by the fund, as a percentage of average net assets, for the previous fiscal year are indicated earlier in the Annual Fund Operating Expenses Table. 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.
OTHER COMPENSATION TO DEALERS
American Funds Distributors may pay, or sponsor informational meetings for, dealers as described in the statement of additional information.
EuroPacific Growth Fund / Prospectus
Distributions and Taxes
DIVIDENDS AND DISTRIBUTIONS
The fund intends to distribute dividends to you, usually in December. Capital gains, if any, are usually distributed in December. When a dividend or capital gain is distributed, the net asset value per share is reduced by the amount of the payment.
All dividend and capital gain distributions paid to retirement plan shareholders will automatically be reinvested.
TAXES ON DISTRIBUTIONS
Dividends and capital gains distributed by the fund to retirement plan accounts currently are not taxable.
TAXES ON TRANSACTIONS
Distributions taken from a retirement plan account generally are taxable as ordinary income.
Please see your tax adviser for further information.
EuroPacific Growth Fund / Prospectus
Financial Highlights
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 the R share classes beginning with the fund's
2003 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.
CLASS A YEAR ENDED MARCH 31 2002 2001 2000 1999 1998 NET ASSET VALUE, $ 28.72 $ 44.61 $ 30.21 $ 29.56 $ 26.70 BEGINNING OF YEAR ------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income/1/ .33 .69 .34 .42 .45 Net (losses) gains on securities (both (1.16) (12.65) 15.74 1.85 4.79 realized and unrealized)/1/ --------------------------- ----------------------------------------- Total from investment (.83) (11.96) 16.08 2.27 5.24 operations ------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends (from net (.66) (.19) (.29) (.36) (.45) investment income) Distributions (from - (3.74) (1.39) (1.26) (1.93) capital gains) ------------------------------------------------------------------------------- Total distributions (.66) (3.93) (1.68) (1.62) (2.38) ------------------------------------------------------------------------------- NET ASSET VALUE, END OF $ 27.23 $ 28.72 $ 44.61 $ 30.21 $ 29.56 YEAR ------------------------------------------------------------------------------- TOTAL RETURN/2/ (2.63)% (28.02)% 54.32% 8.19% 20.97% ------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA: Net assets, end of year $27,765 $28,963 $38,837 $22,083 $21,316 (in millions) ------------------------------------------------------------------------------- Ratio of expenses to .88% .84% .84% .84% .86% average net assets ------------------------------------------------------------------------------- Ratio of net income to 1.21% 1.89% .93% 1.45% 1.64% average net assets Portfolio turnover rate 27% 37% 29% 32% 31% ------------------------------------------------------------------------------- |
1 Years ended 1999 and 1998 are based on shares outstanding on the last day of the year; all other periods are based on average shares outstanding. 2 Total returns exclude all sales charges, including contingent deferred sales charges.
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EuroPacific Growth Fund / Prospectus
[logo - American Funds (sm)]
The right choice for the long term/SM/
FOR SHAREHOLDER American Funds Service Company SERVICES 800/421-0180 FOR RETIREMENT PLAN Call your employer or plan SERVICES administrator FOR DEALER SERVICES American Funds Distributors 800/421-9900 American FundsLine(R) FOR 24 800/325-3590 -HOUR INFORMATION American FundsLine OnLine(R) 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 REPORTS TO SHAREHOLDERS The shareholder reports contain 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 Retirement Plan 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. You may also occasionally receive proxy statements for the fund. In order to reduce the volume of mail you receive, when possible, only one copy of these documents will be sent to shareholders 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 Retirement Plan 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.
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Printed on recycled paper Investment Company File No. 811-3734 RPEUPAC-010-0502/MC ------------------------------------------------------------------------------- THE CAPITAL GROUP COMPANIES American Funds Capital Research and Management Capital International Capital Guardian Capital Bank and Trust |
EUROPACIFIC GROWTH FUND
Part B
Retirement Plan
Statement of Additional Information
May 15, 2002
This document is not a prospectus but should be read in conjunction with the current Retirement Plan Prospectus of EuroPacific Growth Fund (the "fund" or "EUPAC") dated May 15, 2002. 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
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. . . . . . . . . . 6 Management of the Fund . . . . . . . . . . . . . . . . . . . . . . 9 Taxes and Distributions . . . . . . . . . . . . . . . . . . . . . . 20 Purchase, Exchange and Sale of Shares . . . . . . . . . . . . . . . 24 Sales Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Class A Sales Charge Reductions . . . . . . . . . . . . . . . . . . 29 Individual Retirement Account (IRA) Rollovers . . . . . . . . . . . 31 Price of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Shareholder Account Services and Privileges . . . . . . . . . . . . 33 Execution of Portfolio Transactions . . . . . . . . . . . . . . . . 33 General Information . . . . . . . . . . . . . . . . . . . . . . . . 34 Class A Share Investment Results and Related Statistics . . . . . . 35 Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 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 circumstances, and are based on a percentage of the fund's net assets unless otherwise noted. This summary is not intended to reflect all of the fund's investment limitations.
INVESTMENT OBJECTIVE
. Generally, the fund will invest at least 80% of its assets in securities of issuers domiciled in Europe and the Pacific Basin. Various factors will be considered when determining whether a country is part of Europe, including whether a country is part of the MSCI European indices. A country will be considered part of the Pacific Basin if any of its borders touches the Pacific Ocean.
. Although the United States is considered part of the Pacific Basin, the fund will normally not purchase equity securities of issuers domiciled in the U.S. Cash and cash equivalents issued by U.S. issuers, however, will be treated as Pacific Basin assets.
DEBT SECURITIES
. The fund may invest up to 5% of its assets in straight debt securities rated Baa or 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.
INVESTING IN VARIOUS COUNTRIES - Investing outside the U.S. involves special risks, caused by, among other things: currency controls and 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
EuroPacific Growth Fund - Page 2
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 invest in securities of issuers in developing countries only 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 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 the character and timing of income, gain or loss recognized by the fund for U.S. federal income tax purposes.
INVESTING IN SMALLER CAPITALIZATION STOCKS - The fund may invest in the stocks of smaller capitalization companies (typically companies with market capitalizations of less than $1.5 billion at the time of purchase). The Investment Adviser believes that the issuers of smaller capitalization stocks often provide attractive investment opportunities. However, investing in smaller capitalization stocks can involve greater risk than is customarily associated with investing in stocks of larger, more established companies. For example, smaller companies often have limited product lines, markets, or financial resources, may be dependent for management on one or a few key persons, and can be more susceptible to losses. Also, their securities may be thinly traded (and therefore have to be sold at a discount from current prices or sold in small lots over an extended period of time), may be followed by fewer investment research analysts, and may be subject to wider price swings, thus creating a greater chance of loss than securities of larger capitalization companies.
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 increase when interest rates fall.
Lower rated bonds, rated Ba or below by Moody's and BB or below by S&P 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
EuroPacific Growth Fund - Page 3
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 rated bonds.
Certain risk factors relating to lower rated bonds are discussed below:
SENSITIVITY TO INTEREST RATE AND ECONOMIC CHANGES - Lower rated bonds, like other bonds, may be sensitive to adverse economic changes and political and corporate developments and may be sensitive to interest rate changes. During an economic downturn or substantial period of rising interest rates, highly leveraged issuers may experience increased 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 rated bonds.
PAYMENT EXPECTATIONS - 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 to investors. If the issuer of a bond 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 value and liquidity of lower rated bonds.
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. These securities may at times behave more like equity than debt and vice versa. Some types of convertible bonds or preferred stock automatically convert into common stock. 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.
Convertible 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, and 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
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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. TREASURY AND AGENCY SECURITIES - U.S. Treasury securities include direct obligations of the U.S. Treasury, such as Treasury bills, notes and bonds. For these securities, the payment of principal and interest is unconditionally guaranteed by the U.S. government, and thus they are of the highest possible credit quality. Such securities are subject to variations in market value due to fluctuations in interest rates, but, if held to maturity, will be paid in full.
U.S. agency securities include those issued by certain U.S. government instrumentalities and certain federal agencies. These securities 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 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: Federal Home Loan Bank, Federal Home Loan Mortgage Corporation (FHLMC), Federal National Mortgage Association (FNMA), 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.
FORWARD COMMITMENTS - The fund may enter into commitments to purchase or sell securities at a future date. When the fund agrees to purchase such securities, it assumes the risk of any decline in value of the security beginning on the date of the agreement. When the fund agrees to sell such securities, it does not participate in further gains or losses with respect to the securities beginning on the date of the agreement. If the other party to such a transaction fails to deliver or pay for the securities, the fund could miss a favorable price or yield opportunity, or could experience a loss.
The fund will not use these transactions for the purpose of leveraging and will segregate liquid assets which will be marked to market daily in an amount sufficient to meet its payment obligations in these transactions. Although these transactions will not be entered into for leveraging purposes, to the extent the fund's aggregate commitments under these transactions exceed its segregated assets, the fund temporarily could be in a leveraged position (because it may have an amount greater than its net assets subject to market risk). Should market values of the fund's portfolio securities decline while the fund is in a leveraged position, greater depreciation of its net assets would likely occur than were it not in such a position. The fund will not borrow money to settle these transactions and, therefore, will liquidate other portfolio securities in advance of settlement if necessary to generate additional cash to meet its obligations thereunder.
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REPURCHASE AGREEMENTS - The fund may enter into repurchase agreements, under which the fund buys a security and obtains a simultaneous commitment from the seller to repurchase the security at a specified time and price. Repurchase agreements permit the fund to maintain liquidity and earn income over periods of time as short as overnight. The seller must maintain with the fund's custodian collateral equal to at least 100% of the repurchase price, including accrued interest, as monitored daily by the Investment Adviser. The fund will only enter into repurchase agreements involving securities in which it could otherwise invest and with selected banks and securities dealers whose financial condition is monitored by the Investment Adviser. If the seller under the repurchase agreement defaults, the fund may incur a loss if the value of the collateral securing the repurchase agreement has declined and may incur disposition costs in connection with liquidating the collateral. If bankruptcy proceedings are commenced with respect to the seller, realization of the collateral by the fund may be delayed or limited.
RESTRICTED SECURITIES AND LIQUIDITY - The fund may purchase securities subject to restrictions on resale. Securities not actively traded will be considered illiquid unless they have been specifically determined to be liquid under procedures adopted by the fund's board of trustees, taking into account factors such as the frequency and volume of trading, the commitment of dealers to make markets and the availability of qualified investors, all of which can change from time to time. The fund may incur certain additional costs in disposing of illiquid securities.
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.
The fund may not:
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
EuroPacific Growth Fund - Page 6
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;
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.
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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 that, 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.
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MANAGEMENT OF THE FUND
BOARD OF TRUSTEES AND OFFICERS
YEAR FIRST NUMBER OF BOARDS POSITION ELECTED WITHIN THE FUND WITH THE ATRUSTEE PRINCIPAL OCCUPATION(S) DURING COMPLEX/2/ ON WHICH OTHER DIRECTORSHIPS/3/ HELD NAME AND AGE FUND OF THE FUND/1/ PAST 5 YEARS TRUSTEE SERVES BY TRUSTEE ----------------------------------------------------------------------------------------------------------------------------------- "NON-INTERESTED" TRUSTEES ----------------------------------------------------------------------------------------------------------------------------------- Elisabeth Allison Trustee 1991 Administrative Director, 3 None Age: 55 ANZI, Ltd. (financial publishing and consulting); Publishing Consultant, Harvard Medical School; former Senior Vice President, Planning and Development, McGraw Hill, Inc. ----------------------------------------------------------------------------------------------------------------------------------- Robert A. Fox Trustee 1984 Managing General Partner, Fox 7 Crompton Corporation Age:65 Investments LP; Professor and Executive in Residence, University of California, Davis; former President and Chief Executive Officer, Foster Farms ----------------------------------------------------------------------------------------------------------------------------------- Alan Greenway Trustee 1984 President, Greenway 3 None Age: 74 Associates, Inc. (management consulting services) ----------------------------------------------------------------------------------------------------------------------------------- Koichi Itoh Trustee 1994 Managing Director, Itoh 3 None Age: 61 Associates, Ltd.; former President, Autosplice KK; former President and Chief Executive Officer, IMPAC (management consulting services); former Managing Partner, VENCA Management (venture capital) ----------------------------------------------------------------------------------------------------------------------------------- William H. Kling Trustee 1987 President, Minnesota Public 6 Irwin Financial Age: 60 Radio; President, Greenspring Corporation;St. Paul Co.; President, American Companies Public Media Group ----------------------------------------------------------------------------------------------------------------------------------- John G. McDonald Trustee 1984 The IBJ Professor of Finance, 8 Plum Creek Timber Co.; Age: 64 Graduate School of Business, Scholastic Corporation; Stanford University iStar Financial, Inc.; Varian, Inc.; Capstone Turbine Corp. ----------------------------------------------------------------------------------------------------------------------------------- William I. Trustee 1992 Chairman of the Board, Irwin 3 Cummins Engine Company, Miller/4/ Financial Corporation Inc.; Tennant Company Age: 46 ----------------------------------------------------------------------------------------------------------------------------------- Alessandro Ovi Trustee 2002 Chief Executive Officer, 2 ST Microelectronics; SEAT Age: 58 Tecnitel (Telecom Italia); Koru & Ferry Europe ----------------------------------------------------------------------------------------------------------------------------------- Kirk P. Pendleton Trustee 1996 Chairman/Chief Executive 6 York Group, Inc. Age: 62 Officer, Cairnwood, Inc. (venture capital investment) ----------------------------------------------------------------------------------------------------------------------------------- |
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PRINCIPAL OCCUPATION(S) DURING YEAR FIRST PAST 5 YEARS AND ELECTED POSITIONS HELD NUMBER OF BOARDS POSITION A TRUSTEE WITH AFFILIATED ENTITIES WITHIN THE FUND OTHER DIRECTORSHIPS/3/ WITH THE AND/OR OFFICER OR THE PRINCIPAL UNDERWRITER COMPLEX/2/ ON WHICH HELD NAME AND AGE FUND OF THE FUND/1/ OF THE FUND TRUSTEE SERVES BY TRUSTEE ----------------------------------------------------------------------------------------------------------------------------------- "INTERESTED" TRUSTEES /5,6/ ----------------------------------------------------------------------------------------------------------------------------------- Mark E. Denning President, 1994 Director, Capital Research 1 None Age: 44 Principal and Management Company Executive Officer and Trustee ----------------------------------------------------------------------------------------------------------------------------------- Gina H. Despres Chairman 1999 Senior Vice President and 4 None Age: 60 of the Special Counsel, Capital Board Research and Management Company; Vice President, Capital Strategy Research, Inc.* ----------------------------------------------------------------------------------------------------------------------------------- Thierry Vice 1984 Director, Capital Research 1 None Vandeventer Chairman and Management Company Age: 66 of the Board ----------------------------------------------------------------------------------------------------------------------------------- |
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PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS AND POSITIONS HELD POSITION YEAR FIRST ELECTED WITH AFFILIATED ENTITIES WITH THE AN OFFICER OR THE PRINCIPAL UNDERWRITER NAME AND AGE FUND OF THE FUND/1/ OF THE FUND -------------------------------------------------------------------------------------------------------------------------------- OTHER OFFICERS/6/ -------------------------------------------------------------------------------------------------------------------------------- Stephen E. Bepler Executive 1984 Senior Vice President, Capital Research Company* Age: 59 Vice President -------------------------------------------------------------------------------------------------------------------------------- Robert W. Senior Vice 1996 Senior Vice President and Director, Capital Research and Lovelace President Management Company; Director, American Funds Distributors, Age: 39 Inc.*; President and Director, Capital Research Company* -------------------------------------------------------------------------------------------------------------------------------- Alwyn Heong Vice 1998 Senior Vice President, Capital Research Company* Age: 42 President -------------------------------------------------------------------------------------------------------------------------------- Hiromi Mizugaki Vice 1998 Vice President, Capital Research Company* Age: 40 President -------------------------------------------------------------------------------------------------------------------------------- Vincent P. Corti Secretary 1984 Vice President - Fund Business Management Group, Capital Age: 45 Research and Management Company -------------------------------------------------------------------------------------------------------------------------------- R. Marcia Gould Treasurer 1993 Vice President - Fund Business Management Group, Capital Age: 47 Research and Management Company -------------------------------------------------------------------------------------------------------------------------------- Dayna G. Yamabe Assistant 1998 Vice President - Fund Business Management Group, Capital Age: 35 Treasurer Research and Management Company -------------------------------------------------------------------------------------------------------------------------------- |
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* Company affiliated with Capital Research and Management Company.
1 Trustees and officers of the fund serve until their resignation, removal or
retirement.
2 Capital Research and Management Company manages the American Funds consisting
of 29 funds. Capital Research and Management Company also manages American
Funds Insurance Series and Anchor Pathway Fund, which serve as the underlying
investment vehicles for certain variable insurance contracts, and Endowments,
whose shareholders are limited to certain non-profit organizations.
3 This includes all directorships (other than those in the American Funds Group)
that are held by each trustee as a director of a public company or a
registered investment company.
4 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.
5 "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 its affiliated entities (including the fund's principal
underwriter).
6 All of the officers listed, except Hiromi Mizugaki, are officers and/or
directors/trustees of one or more of the other funds for which Capital
Research and Management Company serves as Investment Adviser.
THE ADDRESS FOR ALL TRUSTEES AND OFFICERS OF THE FUND IS 333 SOUTH HOPE STREET - 55TH FLOOR, LOS ANGELES, CALIFORNIA 90071, ATTENTION: FUND SECRETARY.
EuroPacific Growth Fund - Page 12
FUND SHARES OWNED BY TRUSTEES AS OF DECEMBER 31, 2001
AGGREGATE DOLLAR RANGE/1/ OF SHARES OWNED IN ALL FUNDS IN THE AMERICAN FUNDS DOLLAR RANGE/1/ OF FAMILY OVERSEEN NAME FUND SHARES OWNED BY DIRECTOR ------------------------------------------------------------------------------- "NON-INTERESTED" TRUSTEES ------------------------------------------------------------------------------- Elisabeth Allison Over $100,000 Over $100,000 ------------------------------------------------------------------------------- Robert A. Fox Over $100,000 Over $100,000 ------------------------------------------------------------------------------- Alan Greenway $1 - $10,000 $50,001 - $100,000 ------------------------------------------------------------------------------- Koichi Itoh $10,001 - $50,000 Over $100,000 ------------------------------------------------------------------------------- William H. Kling $50,001 - $100,000 Over $100,000 ------------------------------------------------------------------------------- John G. McDonald Over $100,000 Over $100,000 ------------------------------------------------------------------------------- William I. Miller/2/ Over $100,000 Over $100,000 ------------------------------------------------------------------------------- Alessandro Ovi None None ------------------------------------------------------------------------------- Kirk P. Pendleton Over $100,000 Over $100,000 ------------------------------------------------------------------------------- "INTERESTED" TRUSTEES/3/ ------------------------------------------------------------------------------- Mark E. Denning Over $100,000 Over $100,000 ------------------------------------------------------------------------------- Gina H. Despres $1 - $10,000 Over $100,000 ------------------------------------------------------------------------------- Thierry Vandeventer Over $100,000 Over $100,000 ------------------------------------------------------------------------------- |
1 Ownership disclosure is made using the following ranges: None; $1 - $10,000;
$10,001 - $50,000; $50,001 - $100,000 and Over $100,000. The amounts listed
for "interested" trustees include shares owned through The Capital Group
Companies, Inc. retirement plan and 401(k) plan.
2 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.
3 "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 its affiliated entities (including the fund's principal
underwriter).
TRUSTEE COMPENSATION PAID DURING THE FISCAL YEAR ENDED MARCH 31, 2002
No compensation is paid by the fund to any officer or Trustee who is a director, officer or employee of the Investment Adviser or its affiliates. The fund pays annual fees of $21,000 to Trustees who are not affiliated with the Investment Adviser, plus $1,000 for each Board of Trustees meeting attended, and $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.
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TOTAL COMPENSATION (INCLUDING VOLUNTARILY DEFERRED AGGREGATE COMPENSATION COMPENSATION/1/) (INCLUDING VOLUNTARILY FROM ALL FUNDS MANAGED BY DEFERRED COMPENSATION/1/) CAPITAL RESEARCH AND MANAGEMENT NAME FROM THE FUND COMPANY OR ITS AFFILIATES/2/ ------------------------------------------------------------------------------------- Elisabeth Allison $27,000 $ 67,000 ------------------------------------------------------------------------------------- Robert A. Fox $24,500///3/ $160,500/3/ ------------------------------------------------------------------------------------- Alan Greenway $28,000 $ 70,000 ------------------------------------------------------------------------------------- Koichi Itoh $27,000/3/ $ 68,000/3/ ------------------------------------------------------------------------------------- William H. Kling $25,500/3/ $111,500/3/ ------------------------------------------------------------------------------------- John G. McDonald $25,500/3/ $251,500/3/ ------------------------------------------------------------------------------------- William I. Miller $24,500/3/ $ 62,500/3/ ------------------------------------------------------------------------------------- Alessandro Ovi None/4/ $ 17,500 ------------------------------------------------------------------------------------- Kirk Pendleton $28,000/3/ $148,500/3/ ------------------------------------------------------------------------------------- |
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 consisting
of 29 funds. Capital Research and Management Company also manages American
Funds Insurance Series and Anchor Pathway Fund, which serve as the underlying
investment vehicles for certain variable insurance contracts, and Endowments,
whose shareholders are limited to certain non-profit organizations.
3 Since the deferred compensation plan's adoption, the total amount of deferred
compensation accrued by the fund (plus earnings thereon) through the 2002
fiscal year for participating Trustees is as follows: Robert A. Fox
($281,489), Koichi Itoh ($143,243), William H. Kling ($185,618), John G.
McDonald ($210,545), William I. Miller ($136,691) and Kirk P. Pendleton
($140,143). Amounts deferred and accumulated earnings thereon are not funded
and are general unsecured liabilities of the fund until paid to the Trustees.
4 Alessandro Ovi was elected Trustee effective January 1, 2002 and, therefore,
received no compensation from the fund during the fiscal year ended March 31,
2002.
As of May 1, 2002, the officers and Trustees of the fund and their families, as a group, owned beneficially or of record less than 1% of the outstanding shares of the fund.
FUND ORGANIZATION AND THE BOARD OF TRUSTEES
The fund, an open-end, diversified management investment company, was organized as a 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 above. They may elect to defer all or a portion of these fees through a deferred compensation plan in effect for the fund.
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The fund has several different classes of shares, including Class A, R-1, R-2, R-3, R-4 and R-5 shares. Class R shares are generally only available to employer-sponsored retirement plans. The shares of each class represent an interest in the same investment portfolio. Each class has pro rata rights as to voting, redemption, dividends and liquidation, except that each class bears different distribution expenses and may bear different transfer agent fees and other expenses properly attributable to the particular class as approved by the Board of Trustees and set forth in the fund's rule 18f-3 Plan. Each class' shareholders have exclusive voting rights with respect to the respective class' rule 12b-1 Plans adopted in connection with the distribution of shares and on other matters in which the interests of one class are different from interests in another class. Shares of all classes of the fund vote together on matters that affect all classes in substantially the same manner. Each class votes as a class on matters that affect that class alone.
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.
COMMITTEES OF THE BOARD OF TRUSTEES
The fund has an Audit Committee comprised of Elisabeth Allison, Alan Greenway, Koichi Itoh and Kirk P. Pendleton, none of whom is considered an "interested person" of the fund within the meaning of the 1940 Act. The Committee oversees the fund's accounting and financial reporting policies and practices, its internal controls and the internal controls of the fund's principal service providers. The Committee acts as a liaison between the fund's independent accountants and the full Board of Trustees. There were four Audit Committee meetings held during the 2002 fiscal year.
The fund has a Contracts Committee comprised of Elisabeth Allison, Robert A. Fox, Alan Greenway, Koichi Itoh, William H. Kling, John G. McDonald, Alessandro Ovi and Kirk P. Pendleton, none of whom is considered an "interested person" of the fund within the meaning of the 1940 Act. William I. Miller is also a member of the Committee and may technically 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. The Committee's function is to request, review and consider the information deemed necessary to evaluate the terms of certain agreements between the fund and its Investment Adviser or the Investment Adviser's affiliates, such as the investment advisory and service agreement, principal underwriting agreement, and plans of distribution under rule 12b-1, that the fund may enter into, renew or continue, and to make its recommendations to the full Board of Trustees on these matters. There was one Contracts Committee meeting during the 2002 fiscal year.
The fund has a Nominating Committee comprised of Alan Greenway, William H. Kling, John G. McDonald and Kirk P. Pendleton, none of whom is considered an "interested person" of the fund within the meaning of the 1940 Act. The Committee periodically reviews such issues as the Board's composition, responsibilities, committees, compensation and other relevant issues, and recommends any appropriate changes to the full Board of Trustees. The Committee also evaluates, selects and nominates candidates for independent trustees to the full Board of Trustees. While the Committee normally is able to identify from its own resources an ample number of qualified candidates, it will consider shareholder suggestions of persons to be
EuroPacific Growth Fund - Page 15
considered as nominees to fill future vacancies on the Board. Such suggestions must be sent in writing to the Nominating Committee of the fund, c/o the fund's Secretary, and must be accompanied by complete biographical and occupational data on the prospective nominee, along with a written consent of the prospective nominee for consideration of his or her name by the Committee. There were two Nominating Committee meetings during the 2002 fiscal year.
INVESTMENT ADVISER - The Investment Adviser, Capital Research and Management Company, 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 significant 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 $350 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, 2002, 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).
In determining whether to renew the Agreement each year, the Contracts Committee of the Board of Trustees evaluates information provided by the Investment Adviser in accordance with Section 15(c) of the 1940 Act, and presents its recommendations to the full Board of Trustees. At its most recent meeting, the Committee considered a number of factors in recommending renewal of the existing Agreement, including the quality of services provided to the fund, fees and expenses borne by the fund, and financial results of the Investment Adviser.
Members of the Committee discussed the quality of services provided to the fund and noted that while absolute results were negative during 2000 and the first nine months of 2001, its results versus other international funds were favorable over those periods as well as for longer periods of time. The Committee also considered the quality and depth of the Investment Adviser's
EuroPacific Growth Fund - Page 16
organization in general and of the investment professionals currently providing services to the fund.
The Committee observed the fund's expenses for the most recent fiscal year and earlier periods compared favorably to its peer group. The Committee also considered steps taken in recent years by the Investment Adviser to help control transfer agent expenses borne by the fund.
Based on their review, the Committee and the Board concluded that the advisory fees and other expenses of the fund are fair, both absolutely and in comparison with those of other funds in the industry, and that shareholders have received reasonable value in return for paying such fees and expenses.
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; shareholder recordkeeping and administrative expenses; costs of the designing, printing and mailing of reports, prospectuses, proxy statements, and notices to its shareholders; taxes; expenses of the issuance and redemption of 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 trustees 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 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, 0.44% of such assets in excess of $17 billion but not exceeding $21 billion, 0.43% of such net assets in excess of $21 billion but not exceeding $27 billion, 0.425% of such net assets in excess of $27 billion but not exceeding $34 billion, 0.42% of such net assets in excess of $34 billion but not exceeding $44 billion, and 0.415% of such net assets in excess of $44 billion.
The Investment Adviser has agreed that in the event the Class A 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. To the extent the fund's management fee must be waived due to Class A share expense ratios exceeding the above limit, management fees will be reduced similarly for all classes of shares of the fund or other Class A fees will be waived in lieu of management fees.
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For the fiscal years ended 2002, 2001 and 2000, the Investment Adviser received from the fund advisory fees of $130,797,000, $155,060,000 and $131,596,000, respectively.
ADMINISTRATIVE SERVICES AGREEMENT - The Administrative Services Agreement (the "Administrative Agreement") between the fund and the Investment Adviser relating to the fund's R share classes will continue in effect until December 31, 2002, unless sooner terminated, and may be renewed from year to year thereafter, provided that any such renewal has been specifically approved at least annually by the vote of a majority of Trustees who are not parties to the Administrative Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. The Administrative Agreement provides that the fund may terminate the agreement at any time by vote of a majority of Trustees who are not interested persons of the fund. The Investment Adviser has the right to terminate the Administrative Agreement upon 60 days' written notice to the fund. The Administrative Agreement automatically terminates in the event of its assignment (as defined in the 1940 Act).
Under the Administrative Agreement, the Investment Adviser provides certain transfer agent and administrative services for shareholders of the fund's R share classes. The Investment Adviser contracts with third parties, including American Funds Service Company, the fund's Transfer Agent, to provide these services. Services include, but are not limited to, shareholder account maintenance, transaction processing, tax information reporting, and shareholder and fund communications. In addition, the Investment Adviser monitors, coordinates and oversees the activities performed by third parties providing such services.
As compensation for its services, the Investment Adviser receives transfer agent fees for transfer agent services provided to the fund's applicable share classes. Transfer agent fees are paid monthly according to a fee schedule contained in a Shareholder Services Agreement between the fund and American Funds Service Company. The Investment Adviser also receives an administrative services fee for administrative services provided to the fund's applicable share classes. Administrative services fees are paid monthly, accrued daily and calculated at the annual rate of 0.15% of the average daily net assets for each R share class except Class R-5 shares. For Class R-5 shares, the administrative fee is paid monthly, accrued daily and calculated at the annual rate of 0.10% of the average daily net assets of Class R-5 shares.
PRINCIPAL UNDERWRITER AND PLANS OF DISTRIBUTION - American Funds Distributors, Inc. (the "Principal Underwriter") is the principal underwriter of the fund's shares. The Principal Underwriter is located at 333 South Hope Street, Los Angeles, CA 90071; 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 Principal Underwriter receives revenues from sales of the fund's shares. For Class A shares, the Principal Underwriter receives commission revenue consisting of that portion of the Class A sales charge remaining after the allowances by the Principal Underwriter to investment dealers. For Class R-1, R-2, R-3 and R-4 shares, the fund pays the Principal Underwriter for advancing the immediate service fees paid to qualified dealers and advisers who sell the shares.
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Commissions, revenue or service fees retained by the Principal Underwriter after allowances or compensation to dealers were:
COMMISSIONS, ALLOWANCE OR FISCAL YEAR REVENUE COMPENSATION -------------------------------------------------------------- OR FEES RETAINED TO DEALERS -------------------------------------- CLASS A 2002 $ 4,929,000 $22,338,000 2001 9.936,000 45,888,000 2000 11,090,000 52,981,000 ---------------------------------------------------------------------------------------------------- |
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). 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. 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. The Plans may not be amended to increase materially the amount spent for distribution without shareholder approval. Plan expenses are reviewed quarterly and the Plans must be renewed annually by the Board of Trustees.
Under the Plans, the fund may annually expend the following amounts to finance any activity primarily intended to result in the sale of fund shares, provided the fund's Board of Trustees has approved the category of expenses for which payment is being made: (i) for Class A shares, up to 0.25% of its average daily net assets attributable to Class A shares; (ii) for Class R-1 shares, 1.00% of its average daily net assets attributable to Class R-1 shares; (iii) for Class R-2 shares, up to 1.00% of its average daily net assets attributable to Class R-2 shares; (iv) for Class R-3 shares, up to 0.75% of its average daily net assets attributable to Class R-3 shares; and (v) for Class R-4 shares, up to 0.50% of its average daily net assets attributable to Class R-4 shares. The fund has not adopted a Plan for Class R-5 shares; accordingly, no 12b-1 fees are paid from Class R-5 share assets.
For Class A shares, (i) up to 0.25% is reimbursed to the Principal Underwriter for paying service-related expenses, including service fees paid to qualified dealers, and (ii) up to the amount allowable under the fund's Class A 12b-1 limit is reimbursed to the Principal Underwriter for paying distribution-related expenses, including for Class A shares dealer commissions and wholesaler compensation paid on sales of shares of $1 million or more 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, and retirement plans, endowments and foundations with $50 million or more in assets) ("no load purchases"). Commissions on no load purchases of Class A shares, in excess of the Class A Plan limitations not reimbursed to the Principal Underwriter during the most recent fiscal quarter are recoverable
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for five quarters, provided that such commissions do not exceed the annual expense limit. After five quarters these commissions are not recoverable. As of March 31, 2002, unreimbursed expenses which remain subject to reimbursement under the Plan for Class A shares totaled $25,873,000.
For Class R-1 shares (i) 0.25% is paid to the Principal Underwriter for paying
service-related expenses, including service fees paid to qualified dealers, and
(ii) 0.75% is paid to the Principal Underwriter for distribution-related
expenses, including the financing of commissions paid to qualified dealers.
For Class R-2 shares, currently (i) 0.25% is paid to the Principal Underwriter for paying service-related expenses, including service fees paid to qualified dealers, and (ii) 0.50% is paid to the Principal Underwriter for paying distribution-related expenses, including commissions paid to qualified dealers.
For Class R-3 shares, currently (i) 0.25% is paid to the Principal Underwriter for paying service-related expenses, including service fees paid to qualified dealers, and (ii) 0.25% is paid to the Principal Underwriter for paying distribution-related expenses, including commissions paid to qualified dealers.
For Class R-4 shares, currently 0.25% is paid to the Principal Underwriter for paying service-related expenses, including service fees paid to qualified dealers or advisers.
During the 2002 fiscal year, 12b-1 expenses accrued and paid, and if applicable, unpaid, were:
12B-1 EXPENSES 12B-1 LIABILITY -------------------------- ACCRUED OUTSTANDING ---------------------------------------------------- CLASS A $69,580,000 $4,819,000 ------------------------------------------------------------------------------ |
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 are 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.
TAXES AND DISTRIBUTIONS
FUND TAXATION - The fund has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code ("Code"). A regulated investment company qualifying under Subchapter M of the Code is required to distribute to its shareholders at least 90% of its investment company taxable income (including the excess of net short-term capital gain over net long-term capital losses) and generally is not subject to federal income tax to the extent that it distributes annually 100% of its investment company taxable income and net realized capital gains in the manner required under the Code. The fund intends to distribute annually all of its investment company taxable income and net realized capital gains and therefore does not expect to pay federal income tax, although in certain circumstances the fund may determine that it is in the interest of shareholders to distribute less than that amount.
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To be treated as a regulated investment company under Subchapter M of the Code, the fund must also (a) derive at least 90% of its gross income from dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to the business of investing in such securities or currencies, and (b) diversify its holdings so that, at the end of each fiscal quarter, (i) at least 50% of the market value of the fund's assets is represented by cash, U.S. government securities and securities of other regulated investment companies, and other securities (for purposes of this calculation, generally limited in respect of any one issuer, to an amount not greater than 5% of the market value of the fund's assets and 10% of the outstanding voting securities of such issuer) and (ii) not more than 25% of the value of its assets is invested in the securities of any one issuer (other than U.S. government securities or the securities of other regulated investment companies), or two or more issuers which the fund controls and which are determined to be engaged in the same or similar trades or businesses.
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. Although the fund intends to distribute its net investment
income and net capital gains so as to avoid excise tax liability, the fund may
determine that it is the interest of shareholders to distribute a lesser amount.
The following information may or may not apply to you depending on whether you
hold fund shares in a non-taxable account, such as a qualified retirement plan.
Please see your tax adviser for more information.
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS - Dividends and capital gain distributions on fund shares will be reinvested in shares of the fund of the same class. Dividends and capital gains distributed by the fund to a retirement plan currently are not taxable.
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. 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.
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
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certain futures contracts, forward contracts and options, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition are also treated as ordinary gain or loss. These gains or losses, referred to under the Code as "Section 988" gains or losses, may increase or decrease the amount of the fund's investment company taxable income to be distributed to its shareholders as ordinary income.
If the fund invests in stock of certain passive foreign investment companies, the fund may be subject to U.S. federal income taxation on a portion of any "excess distribution" with respect to, or gain from the disposition of, such stock. The tax would be determined by allocating such distribution or gain ratably to each day of the fund's holding period for the stock. The distribution or gain so allocated to any taxable year of the fund, other than the taxable year of the excess distribution or disposition, would be taxed to the fund at the highest ordinary income rate in effect for such year, and the tax would be further increased by an interest charge to reflect the value of the tax deferral deemed to have resulted from the ownership of the foreign company's stock. Any amount of distribution or gain allocated to the taxable year of the distribution or disposition would be included in the fund's investment company taxable income and, accordingly, would not be taxable to the fund to the extent distributed by the fund as a dividend to its shareholders.
To avoid such tax and interest, the fund intends to elect to treat these securities as sold on the last day of its fiscal year and recognize any gains for tax purposes at that time. Under this election, deductions for losses are allowable only to the extent of any prior recognized gains, and both gains and losses will be treated as ordinary income or loss. The fund will be required to distribute any resulting income, even though it has not sold the security and received cash to pay such distributions. Upon disposition of these securities, any gain recognized is treated as ordinary income and loss is treated as ordinary loss to the extent of any prior recognized gain.
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 taxation at the level of the fund.
In addition, some of the bonds may be purchased by the fund at a discount that exceeds the original issue discount on such bonds, if any. This additional discount represents market discount for federal income tax purposes. The gain realized on the disposition of any bond having a market discount may be treated as taxable ordinary income to the extent it does not exceed the accrued market discount on such bond or a fund may elect to include the market discount in income in tax years to which it is attributable. Generally, accrued market discount may be figured under either the ratable accrual method or constant interest method. If the fund has paid a premium over the face amount of a bond, the fund has the option of either amortizing the premium until bond maturity and reducing the fund's basis in the bond by the amortized amount, or not amortizing and treating the premium as part of the bond's basis. In the case of any debt security having a fixed maturity date of not more than one year from its date of issue, the gain realized on disposition generally will be treated as short-term capital gain. In general, any gain
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realized on disposition of a security held less than one year is treated as short-term capital gain.
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.
CAPITAL GAIN DISTRIBUTIONS - 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. 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 such shareholder's related tax credit.
SHAREHOLDER TAXATION - In January of each year, individual shareholders of the fund will receive a statement of the federal income tax status of all distributions. Shareholders of the fund also may be subject to state and local taxes on distributions received from the fund. 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. 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 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.
The fund may make the election permitted under Section 853 of the Code so that shareholders may (subject to limitations) be able to claim a credit or deduction on their federal income tax returns for, and will be required to treat as part of the amounts distributed to them, their pro rata portion of qualified taxes paid by the fund to foreign countries (such taxes relate primarily to investment income). The fund may make an election under Section 853 of the Code, provided
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that more than 50% of the value of the total assets of the fund at the close of the taxable year consists of securities of foreign corporations. The foreign tax credit available to shareholders is subject to certain limitations imposed by the Code.
Redemptions of shares, including exchanges for shares of another American Fund, may result in federal, state and local tax consequences (gain or loss) to the shareholder. However, conversion from one class to another class in the same fund should not be a taxable event.
If a shareholder exchanges or otherwise disposes of shares of the fund within 90 days of having acquired such shares, and if, as a result of having acquired those shares, the shareholder subsequently pays a reduced sales charge for shares of the fund, or of a different fund, the sales charge previously incurred in acquiring the fund's shares will not be taken into account (to the extent such previous sales charges do not exceed the reduction in sales charges) for the purposes of determining the amount of gain or loss on the exchange, but will be treated as having been incurred in the acquisition of such other funds. Also, any loss realized on a redemption or exchange of shares of the fund will be disallowed to the extent substantially identical shares are reacquired within the 61-day period beginning 30 days before and ending 30 days after the shares are disposed of.
The fund will be required to report to the IRS all distributions of investment company taxable income and capital gains as well as gross proceeds from the redemption or exchange of fund shares, except in the case of certain exempt shareholders. Under the backup withholding provisions of Section 3406 of the Code, distributions of investment company taxable income and capital gains and proceeds from the redemption or exchange of a regulated investment company may be subject to withholding of federal income tax 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 shareholder has previously failed to report interest or dividend income. If the withholding provisions are applicable, any such distributions and proceeds, whether taken in cash or reinvested in additional shares, will be reduced by the amounts required to be withheld.
The foregoing discussion of U.S. federal income tax law relates solely to the application of that law to U.S. persons, i.e., U.S. citizens and residents and U.S. corporations, partnerships, trusts and estates. Each shareholder who is not a U.S. person should consider the U.S. and foreign tax consequences of ownership of shares of the fund, including the possibility that such a shareholder may be subject to a U.S. withholding tax at a rate of 30% (or a lower rate under an applicable income tax treaty) on dividend income received by the shareholder.
Shareholders should consult their tax advisers about the application of federal, state and local tax law in light of their particular situation.
PURCHASE, EXCHANGE AND SALE OF SHARES
PURCHASES - Class A shares are generally not available for retirement plans using the PlanPremier or Recordkeeper Direct recordkeeping programs.
Class R shares are generally only available to 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans, and non--
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qualified deferred compensation plans. Class R shares are also generally only available to retirement plans where plan level or omnibus accounts (i.e., no participant accounts) are held on the books of a fund. In addition, Class R-5 shares are generally only available to retirement plans with at least $1 million or more in plan assets. This minimum does not apply to clients of the Personal Investment Management division of Capital Guardian Trust Company. Class R shares are not available to retail non-retirement accounts, traditional and Roth IRAs, Coverdell Education Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs, individual 403(b) plans, and CollegeAmerica accounts.
Eligible retirement plans may generally open an account and purchase Class A and R shares by contacting any investment dealer (who may impose transaction charges in addition to those described in the fund's prospectus and statement of additional information) authorized to sell the fund's shares. Additional shares may be purchased through a plan's administrator or recordkeeper.
THE FUND AND THE PRINCIPAL UNDERWRITER RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER.
EXCHANGES - Shares of the fund generally may be exchanged into shares of the same class of other funds in The American Funds Group. Exchange purchases are subject to the minimum investment requirements of the fund purchased and no sales charge generally applies. However, exchanges of Class A shares from the money market funds purchased without a sales charge generally will be subject to the appropriate sales charge, unless the money market fund shares were acquired by an exchange from a fund having a sales charge.
Shares may be exchanged into other American Funds by contacting your plan administrator or recordkeeper. Shares held in corporate-type retirement plans for which Capital Bank and Trust Company serves as trustee may not be exchanged by telephone, Internet, fax or telegraph. Exchange redemptions and purchases are processed simultaneously at the share prices next determined after the exchange order is received. EXCHANGE TRANSACTIONS HAVE THE SAME TAX CONSEQUENCES AS ORDINARY SALES AND PURCHASES.
SALES - Shares of the fund may be sold by contacting your plan administrator or recordkeeper. Shares are sold at the net asset value next determined after the request is received in good order by the Transfer Agent, dealer or any of their designees.
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.
Proceeds from a redemption or a dividend or capital gain distribution may be reinvested without a sales charge in any fund in The American Funds Group within 90 days after the date of the redemption or distribution. Proceeds will be reinvested in the same share class from which the original redemption or distribution was made. Redemption proceeds of Class A shares representing direct purchases in the money market funds that are reinvested in non-money market funds will be subject to a sales charge. Proceeds will be reinvested at the next calculated net asset value after the request is received and accepted by the Transfer Agent.
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FUND NUMBERS - Here are the fund numbers for use when making share transactions:
FUND NUMBERS ------------------------------------------ CLASS CLASS CLASS CLASS CLASS CLASS FUND A R-1 R-2 R-3 R-4 R-5 -------------------------------------------------------------------------------------------------------------------------- STOCK AND STOCK/BOND FUNDS AMCAP Fund/(R)/ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 002 2102 2202 2302 2402 2502 American Balanced Fund/(R)/ . . . . . . . . . . . . . . . . . . . . . . . . . 011 2111 2211 2311 2411 2511 American Mutual Fund/(R)/ . . . . . . . . . . . . . . . . . . . . . . . . . . 003 2103 2203 2303 2403 2503 Capital Income Builder/(R)/ . . . . . . . . . . . . . . . . . . . . . . . . . 012 2112 2212 2312 2412 2512 Capital World Growth and Income Fund/SM/ . . . . . . . . . . . . . . . . . . 033 2133 2233 2333 2433 2533 EuroPacific Growth Fund/(R)/ . . . . . . . . . . . . . . . . . . . . . . . . 016 2116 2216 2316 2416 2516 Fundamental Investors/SM/ . . . . . . . . . . . . . . . . . . . . . . . . . . 010 2110 2210 2310 2410 2510 The Growth Fund of America/(R)/ . . . . . . . . . . . . . . . . . . . . . . . 005 2105 2205 2305 2405 2505 The Income Fund of America/(R)/ . . . . . . . . . . . . . . . . . . . . . . . 006 2106 2206 2306 2406 2506 The Investment Company of America/(R)/ . . . . . . . . . . . . . . . . . . . 004 2104 2204 2304 2404 2504 The New Economy Fund/(R)/ . . . . . . . . . . . . . . . . . . . . . . . . . . 014 2114 2214 2314 2414 2514 New Perspective Fund/(R)/ . . . . . . . . . . . . . . . . . . . . . . . . . . 007 2107 2207 2307 2407 2507 New World Fund/SM/ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 036 2136 2236 2336 2436 2536 SMALLCAP World Fund/(R)/ . . . . . . . . . . . . . . . . . . . . . . . . . . 035 2135 2235 2335 2435 2535 Washington Mutual Investors Fund/SM/ . . . . . . . . . . . . . . . . . . . . 001 2101 2201 2301 2401 2501 BOND FUNDS American High-Income Municipal Bond Fund/(R)/ . . . . . . . . . . . . . . . . 040 N/A N/A N/A N/A 2540 American High-Income Trust/SM/ . . . . . . . . . . . . . . . . . . . . . . . 021 2121 2221 2321 2421 2521 The Bond Fund of America/SM/ . . . . . . . . . . . . . . . . . . . . . . . . 008 2108 2208 2308 2408 2508 Capital World Bond Fund/(R)/ . . . . . . . . . . . . . . . . . . . . . . . . 031 2131 2231 2331 2431 2531 Intermediate Bond Fund of America/SM/ . . . . . . . . . . . . . . . . . . . . 023 2123 2223 2323 2423 2523 Limited Term Tax-Exempt Bond Fund of America/SM/ . . . . . . . . . . . . . . 043 N/A N/A N/A N/A 2543 The Tax-Exempt Bond Fund of America/(R)/ . . . . . . . . . . . . . . . . . . 019 N/A N/A N/A N/A 2519 The Tax-Exempt Fund of California/(R)/* . . . . . . . . . . . . . . . . . . . 020 N/A N/A N/A N/A 2520 The Tax-Exempt Fund of Maryland/(R)/* . . . . . . . . . . . . . . . . . . . . 024 N/A N/A N/A N/A 2524 The Tax-Exempt Fund of Virginia/(R)/* . . . . . . . . . . . . . . . . . . . . 025 N/A N/A N/A N/A 2525 U.S. Government Securities Fund/SM/ . . . . . . . . . . . . . . . . . . . . . 022 2122 2222 2322 2422 2522 MONEY MARKET FUNDS The Cash Management Trust of America/(R)/ . . . . . . . . . . . . . . . . . . 009 2109 2209 2309 2409 2509 The Tax-Exempt Money Fund of America/SM/ . . . . . . . . . . . . . . . . . . 039 N/A N/A N/A N/A 2539 The U.S. Treasury Money Fund of America/SM/ . . . . . . . . . . . . . . . . . 049 2149 2249 2349 2449 2549 ___________ *Available only in certain states. |
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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" above for a listing of the funds.)
DEALER SALES CHARGE AS COMMISSION 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 none ---------------------------------------------------------------------------- |
CLASS A PURCHASES NOT SUBJECT TO SALES CHARGES - Investments of $1 million or more are sold with no initial sales charge. 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 plans with 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 CDSC.
403(b) plans may be treated as employer-sponsored plans for sales charge purposes if: (i) the American Funds are principal investment options; (ii) the employer facilitates the enrollment process by, for example, allowing for onsite group enrollment meetings held during working hours; and (iii) there is only one dealer firm assigned to the plans. 403(b) plans meeting these criteria may invest with no sales charge and are not subject to a CDSC if investing $1 million or more or having 100 or more eligible employees.
Investments made through accounts that purchased Class A shares of the fund before March 15, 2001 and are part of 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 Class A Plan of Distribution on investments made with no initial sales charge.
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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) insurance company separate accounts;
(5) accounts managed by subsidiaries of The Capital Group Companies, Inc.;
(6) The Capital Group Companies, Inc., its affiliated companies and Washington Management Corporation;
(7) an individual or entity with a substantial business relationship with The Capital Group Companies, Inc. or its affiliates, as determined by a Vice President or more senior officer of the Capital Research and Management Company Fund Administration Unit; and
(8) wholesalers and full-time employees directly supporting wholesalers involved in the distribution of insurance company separate accounts whose underlying investments are managed by any affiliate of The Capital Group Companies, Inc.
Shares are offered at net asset value to these persons and organizations due to anticipated economies in sales effort and expense.
DEALER COMMISSIONS AND COMPENSATION - For Class A shares, commissions (up to 1%) are paid to dealers who initiate and are responsible for purchases of $1 million or more, for purchases by any employer-sponsored defined contribution-type plan investing $1 million or more or with 100 or more eligible employees, IRA rollover accounts of $1 million or more (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 assets of $50 million or more. Commissions on investments in Class A shares are paid at the following rates: 1.00% on amounts to $4 million, 0.50% on amounts over $4 million to $10 million, and 0.25% on amounts over $10 million. Commissions are based on cumulative investments and are not annually reset.
For Class R-1 shares, annual asset-based compensation of 1.00% is paid by the Principal Underwriter to dealers who sell Class R-1 shares.
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For Class R-2 shares, annual asset-based compensation of 0.75% is paid by the Principal Underwriter to dealers who sell Class R-2 shares.
For Class R-3 shares, annual asset-based compensation of 0.50% is paid by the Principal Underwriter to dealers who sell Class R-3 shares.
For Class R-4 shares, annual asset-based compensation of 0.25% is paid by the Principal Underwriter to dealers who sell Class R-4 shares.
No dealer compensation is paid on sales of Class R-5 shares. The fund has not adopted a plan for Class R-5 shares; accordingly no 12b-1 fee is paid from Class R-5 assets.
CLASS A SALES CHARGE REDUCTIONS
REDUCING YOUR CLASS A SALES CHARGE - You must let your investment dealer or American Funds Service Company (the "Transfer Agent") know at the time you purchase shares if you qualify for a reduction in your sales charge using one or any combination of the methods described below.
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 future 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 for equity funds and $100,000 or more for bond funds 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. The dealer assigned to the account at the end of the period will receive an appropriate commission adjustment. If the difference is not paid by the close of the Statement period, the appropriate number of shares held in escrow will be redeemed to pay such difference. If the proceeds from this redemption are inadequate, the purchaser 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. Accordingly, upon your request, the sales charge paid on investments made 90 days prior to the Statement revision will be adjusted to reflect the revised Statement.
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Existing holdings eligible for rights of accumulation (see below) 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. The Statement will be considered completed if the shareholder dies within the 13-month Statement period. Commissions will not be adjusted or paid on the difference between the Statement amount and the amount actually invested before the shareholder's death.
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 total monthly 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 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. Individual purchases by a trustee(s) or other fiduciary(ies) may be aggregated if the investments are:
.for a fiduciary account, including employee benefit plans other than individual-type employee benefit plans, such as an IRA, 403(b) plan (except as described below), or single-participant Keogh-type plan;
.made for two or more employee benefit plans of a single employer or of affiliated employers as defined in the 1940 Act, again excluding individual-type employee benefit plans described above; or
.for participant accounts of a 403(b) plan that are treated as an employer-sponsored plan (see "Class A Purchases Not Subject to Sales Charges" above), or made for two or more 403(b) plans that are treated as employer-sponsored plans of a single employer or affiliated employers as defined in the 1940 Act.
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 all classes of shares of two or more funds in The American Funds Group. Shares of money market funds purchased
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through an exchange, reinvestment or cross-reinvestment from a fund having a sales charge also qualify. However, direct purchases of the money market funds are excluded.
RIGHTS OF ACCUMULATION - Subject to the limitations described under the aggregation policy, you may take into account the current value (or if greater, the amount you invested less any withdrawals) of your existing holdings in all share classes of 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 annuities and variable life insurance policies. Direct purchases of the money market funds are excluded.
INDIVIDUAL RETIREMENT ACCOUNT (IRA) ROLLOVERS
Assets from a retirement plan (plan assets) may be invested in any class of shares of the American Funds through an IRA rollover plan. All such rollover investments will be subject to the terms and conditions for Class A, B, C and F shares contained in the fund's current prospectus and statement of additional information.
An IRA rollover involving plan assets that offered an investment option managed by any affiliate of The Capital Group Companies, Inc., including any of the American Funds, may be invested in: i) Class A shares at net asset value; ii) Class A shares subject to the applicable initial sales charge; iii) Class B shares; iv) Class C shares; or v) Class F shares. Plan assets invested in Class A shares with a sales charge, B, C or F shares are subject to the terms and conditions contained in the fund's current prospectus and statement of additional information. Advisers will be compensated according to the policies associated with each share class as described in the fund's current prospectus and statement of additional information.
Plan assets invested in Class A shares at net asset value will not be subject to a contingent deferred sales charge and will immediately begin to accrue service fees (i.e., shares do not have to age). Dealer commissions will be paid only on IRA rollovers of $1 million or more according to the schedule applicable to Class A share investments of $1 million or more (see "Dealer Commissions and Compensation" above).
IRA rollovers that do not indicate which share class plan assets should be invested in and which do not have an adviser associated with the account will be invested in Class F shares. Additional plan assets may be rolled into the account holding F shares; however, subsequent contributions will not be allowed to be invested in F shares.
PRICE OF SHARES
Shares are purchased at the offering price or sold at the net asset value price next determined after the purchase or sell order is received and accepted by the fund or the Transfer Agent; the offering or net asset value price is effective for orders received prior to the time of determination of the net asset value and, in the case of orders placed with dealers or their authorized designees, accepted by the Principal Underwriter, the Transfer Agent, a dealer or any of their designees. In the case of orders sent directly to the fund or the Transfer Agent, an investment
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dealer MUST be indicated. The dealer is responsible for promptly transmitting purchase and sell orders to the Principal Underwriter.
Orders received by the investment dealer or authorized designee, the Transfer
Agent, or the fund after the time of the determination of the net asset value
will be entered at the next calculated offering price. 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 procedures adopted by authority of 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.
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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.
SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES
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 certain retirement plans, will be confirmed at least quarterly.
REDEMPTION OF SHARES - The fund's Declaration of Trust permit the fund to direct the Transfer Agent to redeem the shares of any shareholder for their then current net asset value per share if at such time the shareholder of record owns shares having an aggregate net asset value of less than the minimum initial investment amount required of new shareholders as set forth in the fund's current registration statement under the 1940 Act, and subject to such further terms and conditions as the Board of Trustees of the fund may from time to time adopt.
SHARE CERTIFICATES - Shares are credited to your account and certificates are not issued unless you request them by writing to the Transfer Agent. Certificates are not available for the R share classes.
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, including dealer concessions on underwritings, if applicable, for the fiscal years ended 2002, 2001 and 2000, amounted to $31,219,000, $49,181,000 and $31,649,000, respectively.
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GENERAL INFORMATION
CUSTODIAN OF ASSETS - Securities and cash owned by the fund, including proceeds from the sale of shares of the fund and of securities in the fund's portfolio, are held by JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017-2070, 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 $30,762,000 for Class A shares for the 2002 fiscal year.
INDEPENDENT ACCOUNTANTS - PricewaterhouseCoopers LLP, 350 South Grand Avenue, Los Angeles, CA 90071, serves as the fund's independent accountants providing audit services, preparation of tax returns and review of certain documents to be filed with the Securities and Exchange Commission. The financial statements included in this Statement of Additional Information from the Annual Report have been 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, REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS - The fund's fiscal year ends on March 31. Shareholders are provided updated prospectuses annually and 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 addition, shareholders may also receive proxy statements for the fund. In an effort to reduce the volume of mail shareholders receive from the fund when a household owns more than one account, the Transfer Agent has taken steps to eliminate duplicate mailings of prospectuses, shareholder reports and proxy statements. To receive additional copies of a prospectus, report or proxy statement, 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, including
securities in which the fund may invest from time to time. 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:
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DETERMINATION OF NET ASSET VALUE, REDEMPTION PRICE AND
MAXIMUM OFFERING PRICE PER SHARE FOR CLASS A SHARES -- MARCH 31, 2002
Net asset value and redemption price per share (Net assets divided by shares outstanding) . . . . . . . . . $27.29 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). . . . . . . . . . . . . . . . . . . . . . . . $28.95 |
CLASS A SHARE INVESTMENT RESULTS AND RELATED STATISTICS
The fund's yield was 0.84% based on a 30-day (or one month) period ended March 31, 2002, 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 as required by the Securities and Exchange Commission:
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 and five- and ten-year average annual total returns at the maximum offering price for the periods ended March 31, 2002 were -8.23%, 5.93% and 9.76%, respectively. The fund's one-year total return and five- and ten-year average annual total returns at net asset value for the periods ended March 31, 2002 were -2.63%, 7.19% and 10.41%, 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 at the maximum offering price, the fund assumes: (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, C, F, 529 and R shares.
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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.
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, fuels, transportation, and other goods and services that people buy for day-to-day living).
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APPENDIX
Description of Bond Ratings
BOND RATINGS - The ratings of Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Corporation ("Standard & Poor's") are based on the analysis and represents a judgment expressed in shorthand terms of the strengths and weaknesses of the bonds which they undertake to rate. It should be emphasized, however, that ratings are general and are not absolute standards of quality.
"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."
"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."
EuroPacific Growth Fund - Page 37
"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."
AAA
"An obligation rated 'AAA' has the highest rating assigned by Standard & Poor's.
The obligor's capacity to meet its financial commitment on the obligation is
extremely strong."
AA
"An obligation rated 'AA' differs from the highest rated obligations only in a
small degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong."
A
"An obligation rated 'A' is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions that obligations in higher
rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong."
BBB
"An obligation rated 'BBB' exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity of the obligor to meet its financial commitment on the
obligation. Obligations rated 'BB', 'B', 'CCC', 'CC' and 'C' are regarded as
having significant speculative characteristics. 'BB' indicates the least degree
of speculation and 'C' the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions."
BB
"An obligation rated 'BB' is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation."
B
"An obligation rated 'B' is more vulnerable to nonpayment than obligations rated
'BB' but the obligor currently has the capacity to meet its financial commitment
on the obligation. Adverse business, financial or economic conditions will
likely impair the obligor's capacity or willingness to meet its financial
commitment on the obligation."
EuroPacific Growth Fund - Page 38
CCC
"An obligation rated 'CCC' is currently vulnerable to nonpayment and is
dependent upon favorable business, financial and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial or economic conditions, the obligor is not likely to
have the capacity to meet its financial commitment on the obligation."
CC
"An obligation rated 'CC' is currently highly vulnerable to nonpayment."
C
"A subordinated debt or preferred stock obligation rated 'C' is CURRENTLY HIGHLY
VULNERABLE to nonpayment. The 'C' rating may be used to cover a situation where
a bankruptcy petition has been filed or similar action taken but payments on
this obligation are being continued. A 'C' also will be assigned to a preferred
stock issue in arrears on dividends or sinking fund payments but that is
currently paying."
D
"An obligation rated 'D' is in payment default. The 'D' rating category is used
when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The 'D' rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized."
EuroPacific Growth Fund - Page 39
EuroPacific Growth Fund Investment Portfolio, March 31, 2001 [pie chart Largest Percent Industry Diversification Individual of Net Percent of Net Assets Holdings Assets 9.78% Pharmaceuticals AstraZeneca 4.05 7.80% Banks Vodafone Group 2.67 7.69% Media Elan 2.10 5.29% Oil & Gas Samsung 1.82 Electronics 4.80% Semiconductor Equipment & Products Taiwan Semiconductor 45.49% Other Industries Manufacturing 1.48 0.08% Bonds & Notes Hon Hai Precision 19.07% Cash & Equivalents Industry 1.48 [end pie chart] Royal Dutch Petroleum/ "Shell" Transport and Trading 1.46 ING Groep 1.39 Vivendi Universal 1.35 Nestle 1.33 Shares or Market Percent Principal Value of Net EQUITY SECURITIES (common and preferred stocks and Amount (Millions) Assets convertible debentures) PHARMACEUTICALS - 9.78% AstraZeneca PLC (United Kingdom) 25,093,285 1,187.872 4.05 Elan Corp., PLC (ADR) (Ireland) /1/ 11,775,300 615.259 2.10 Aventis SA (France) 4,555,000 351.938 1.20 Chugai Pharmaceutical Co., Ltd. (Japan) 10,658,000 161.218 .55 Novartis AG (Switzerland) 100,100 156.222 .53 Shionogi & Co., Ltd. (Japan) 9,024,000 138.511 .47 Novo Nordisk A/S, Class B (Denmark) 435,000 88.155 .30 GlaxoSmithKline PLC (formerly Glaxo Wellcome PLC) 2,000,000 52.273 .18 (United Kingdom) /1/ CSL Ltd. (Australia) 2,740,000 47.849 .17 Sanofi-Synthelabo (France) 665,600 36.976 .13 Shire Pharmaceuticals Group PLC (United Kingdom) /1/ 1,364,434 20.824 Shire Pharmaceuticals Group PLC (ADR) /1/ 63,000 2.756 .08 Fujisawa Pharmaceutical Co. Ltd. (Japan) 298,000 6.304 .02 BANKS - 7.80% Bank of Nova Scotia (Canada) 12,098,200 309.837 1.06 ABN AMRO Holding NV (Netherlands) 15,593,985 284.148 .97 Sakura Bank, Ltd. (Japan) /2/ 41,110,000 219.707 Sakura Finance (Bermuda) Trust .075% convertible 1,614,000,000 17.136 .81 preference share units Mizuho Holdings, Inc. (Japan) 36,405 204.116 .70 Bank of Scotland (United Kingdom) 19,932,119 198.083 .68 Lloyds TSB Group PLC (United Kingdom) 16,400,000 161.002 .55 Westpac Banking Corp. (Australia) 23,433,654 144.601 .49 Royal Bank of Canada (Canada) 4,005,400 119.794 .41 Australia and New Zealand Banking Group Ltd.(Australia) 15,568,887 104.652 .36 Hang Seng Bank Ltd. (Hong Kong) 8,605,100 99.854 .34 DBS Group Holdings Ltd. (Singapore) 10,326,550 93.269 .32 Bangkok Bank PCL (Thailand) /1/ 64,267,800 66.053 .22 Unibanco-Uniao de Bancos Brasileiros SA, units (GDR) 3,200,000 65.280 .22 (Brazil) Tokai Bank, Ltd. (Japan) /2/ 12,500,000 42.648 .15 Asahi Bank, Ltd. (Japan) 13,343,000 33.639 .11 Toronto-Dominion Bank (Canada) 1,223,700 30.641 .10 Svenska Handelsbanken Group, Class A (Sweden) 2,000,000 28.580 .10 Shinhan Bank (South Korea) 3,200,000 25.624 .09 HSBC Holdings PLC (United Kingdom) 1,617,121 19.076 .06 Commonwealth Bank of Australia (Australia) 700,000 9.766 .03 MBL International Finance (Bermuda) Trust 3.00% $9,000,000 9.113 .03 convertible debentures 2002 (Japan) MEDIA - 7.69% Vivendi Universal (formerly Vivendi SA, Seagram Co. 5,891,942 356.575 Ltd. and CANAL+) (France) /1/ Vivendi Universal (ADR) /1/ 640,000 38.816 1.35 News Corp. Ltd. (ADR) (Australia) 4,040,300 126.865 News Corp. Ltd., preferred 10,277,213 66.325 News Corp. Ltd. 7,041,928 53.346 News Corp. Ltd., preferred (ADR) 745,100 19.894 .91 KirchMedia GmbH & Co. KGaA, non-voting 3,430,000 132.188 .45 (Germany) /1/ /2/ /3/ Granada PLC (formerly Granada Compass PLC and 51,227,254 126.000 .43 Granada Media PLC) (United Kingdom) Grupo Televisa, SA, ordinary participation 3,694,400 123.430 .42 certificates (ADR) (Mexico) /1/ Mediaset SpA (Italy) /3/ 7,300,000 67.728 Mediaset SpA 5,454,200 50.603 .40 Nippon Television Network Corp. (Japan) 331,980 102.968 .35 United Pan-Europe Communications NV (Netherlands) /1/ 12,443,500 77.002 .26 Fuji Television Network, Inc. (Japan) 10,760 75.048 .26 Telewest Communications PLC (United Kingdom) /1/ 45,800,000 74.450 .25 KirchPayTV GmbH & Co. KGaA, non-voting 2,158,091 61.963 .21 (Germany) /1/ /2/ /3/ Tokyo Broadcasting System, Inc. (Japan) 2,577,000 61.279 .21 Reuters Group PLC (United Kingdom) 4,973,942 60.376 .21 Pearson PLC (United Kingdom) 3,264,545 57.006 .20 Publishing & Broadcasting Ltd. (Australia) 11,865,111 56.431 .19 United Business Media PLC (formerly United News & 4,600,000 41.992 Media PLC) (United Kingdom) United News & Media PLC 6.125% convertible 7,400,000 10.952 .18 debentures 2003 Arnoldo Mondadori Editore SpA (Italy) 5,450,200 48.971 .17 Lagardere Groupe SCA (France) 920,000 46.378 .16 RTL Group (Luxembourg) 795,000 44.724 .15 Shaw Communications Inc., Class B (Canada) 2,000,000 38.479 .13 Television Broadcasts Ltd. (Hong Kong) 6,700,000 36.597 .13 Havas Advertising (France) /1/ 2,800,000 33.620 .12 Modern Times Group MTG AB, Class B (ADR) (Sweden) /1/ 211,822 25.419 Modern Times Group MTG AB, Class B /2/ 302,260 6.544 .11 Daily Mail and General Trust PLC, Class A 2,969,700 30.567 .10 (United Kingdom) Independent News & Media PLC (formerly Independent 11,495,031 25.766 .09 Newspapers PLC) (Ireland) EMI Group PLC (United Kingdom) 3,400,000 21.939 .07 Thomson Corp. (Canada) 650,000 21.653 .07 EM.TV & Merchandising AG (Germany) /1/ 2,618,000 12.427 EM.TV & Merchandising AG 4.00% convertible 13,781,000 7.298 .07 debentures 2005 Carlton Communications PLC (United Kingdom) 1,600,000 8.904 .03 PT Multimedia-Servicos de Telecomunicacoes e 180,000 2.682 .01 Multimedia, SGPS, SA (Portugal) /1/ OIL & GAS - 5.29% Royal Dutch Petroleum Co. (New York registered) 3,550,000 196.812 (Netherlands) Royal Dutch Petroleum Co. 1,000,000 55.368 "Shell" Transport and Trading Co., PLC 11,877,200 91.730 (United Kingdom) "Shell" Transport and Trading Co., PLC (New 1,778,800 83.123 1.46 York registered) Petroleo Brasileiro SA - Petrobras, ordinary 14,300,000 340.340 1.16 nominative (ADR) (Brazil) TOTAL FINA ELF SA, Class B (France) 1,593,378 214.989 TOTAL FINA ELF SA, Class B (ADR) 828,807 56.317 TOTAL FINA ELF SA /1/ 180,000 .002 .93 ENI SpA (Italy) 24,500,000 159.126 .54 Sasol Ltd. (South Africa) 16,794,100 138.255 .47 LUKOIL (ADR) (Russia) 2,317,600 86.215 .29 Petro-Canada (Canada) 2,300,000 51.672 .18 Suncor Energy Inc. (Canada) 1,500,000 38.548 .13 China Petroleum & Chemical Corp. (China) /1/ 235,000,000 37.062 .13 SEMICONDUCTOR EQUIPMENT & PRODUCTS - 4.80% Samsung Electronics Co., Ltd. (South Korea) 3,401,451 531.956 1.82 Taiwan Semiconductor Manufacturing Co. Ltd. 160,483,160 433.672 1.48 (Taiwan) /1/ Rohm Co., Ltd. (Japan) 2,167,000 361.913 1.23 ASM Lithography Holding NV (Netherlands) /1/ 2,000,000 44.302 .15 Tokyo Electron Ltd. (Japan) 275,000 18.109 .06 Nikon Corp. (Japan) 832,000 9.402 .03 Hyundai Electronics Industries Co., Ltd. 3,243,490 7.694 .03 (South Korea) /1/ WIRELESS TELECOMMUNICATION SERVICES - 4.30% Vodafone Group PLC (United Kingdom) 280,399,480 768.300 Vodafone Group PLC (ADR) 525,000 14.254 2.67 NTT DoCoMo, Inc. (Japan) 11,510 199.553 .68 China Unicom Ltd. (China) /1/ 144,426,400 155.556 .53 Telecom Italia Mobile SpA (Italy) 9,416,902 62.520 .21 China Mobile (Hong Kong) Ltd. (China) /1/ 6,000,000 26.388 .09 Swiss Life-Mannesmann 1.50% convertible debentures $8,000,000 12.150 .04 2003 (Switzerland) /3/ Turkcell Iletisim Hizmetleri AS (Turkey) /1/ 828,941,080 11.398 .04 Bouygues SA (France) 300,000 10.021 .04 ELECTRONIC EQUIPMENT & INSTRUMENTS - 3.50% Hon Hai Precision Industry Co., Ltd. (Taiwan) 68,168,000 418.375 Hon Hai Precision Industry Co., Ltd. 0% convertible $14,510,000 14.836 1.48 debentures 2005 /3/ Murata Manufacturing Co., Ltd. (Japan) 2,210,000 182.966 .63 Samsung Electro-Mechanics Co., Ltd. (South Korea) /1/ 3,730,000 111.760 .38 EPCOS AG (Germany) 1,895,000 108.104 .37 Hirose Electric Co., Ltd. (Japan) 840,000 76.825 .26 Hitachi, Ltd. (Japan) 7,270,000 62.038 .21 TDK Corp. (Japan) 773,000 50.718 .17 DIVERSIFIED TELECOMMUNICATION SERVICES - 3.18% Telefonos de Mexico, SA de CV, Class L (ADR)(Mexico) 9,175,000 289.379 Telefonos de Mexico, SA de CV, Class L 19,225,000 30.344 1.09 DDI Corp. (Japan) 46,044 149.037 .51 Telecom Italia SpA (Italy) 10,000,000 100.162 .34 Philippine Long Distance Telephone Co. (ADR) 4,926,094 70.689 .24 (Philippines) Tele Danmark AS (Denmark) 1,420,000 49.607 .17 Korea Telecom Corp. (ADR) (South Korea) 1,509,200 35.044 Korea Telecom Corp. 195,000 8.307 .15 Videsh Sanchar Nigam Ltd. (ADR) (India) 2,763,338 32.746 Videsh Sanchar Nigam Ltd. 1,350,000 8.502 .14 Cable & Wireless Optus Ltd. (Australia) /1/ 21,416,800 38.027 .13 Cia. de Telecomunicaciones de Chile SA (ADR) 2,034,673 26.858 .09 (Chile) /1/ TELUS Corp. (Canada) 1,202,900 23.791 .08 France Telecom, SA (France) 376,800 21.976 .07 Deutsche Telekom AG (Germany) 797,000 18.705 .06 BCE Inc. (Canada) 584,243 13.126 .05 Portugal Telecom, SA (Portugal) 1,104,000 9.413 .03 Telia AB (Sweden) /1/ 750,000 4.150 .02 Mahanagar Telephone Nigam Ltd.(GDR)(India)/3/ 570,600 3.352 .01 FOOD PRODUCTS - 3.08% Nestle SA (Switzerland) 186,500 388.622 1.33 Groupe Danone (France) 1,798,800 227.369 .78 Orkla AS, Class A (Norway) /4/ 11,024,000 193.296 .66 Unilever PLC (United Kingdom) 12,802,700 92.243 .31 DIVERSIFIED FINANCIALS - 2.23% ING Groep NV (Netherlands) 5,717,984 371.932 ING Groep NV, Class B, warrants, expire 2008 /1/ 1,208,700 34.211 1.39 ORIX Corp. (Japan) 664,400 55.587 ORIX Corp. (ADR) 189,600 8.086 ORIX Corp. 0.375% convertible debentures 2005 Yen 600,000,000 5.697 .23 STB Cayman Capital, Ltd. 0.50% convertible Yen 5,925,000,000 67.619 .23 debentures 2007 (Japan) Hutchison Whampoa Ltd. (Hong Kong) 3,558,500 37.187 .13 Ayala Corp. (Philippines) 189,565,400 28.396 .10 First Pacific Co. Ltd. (Hong Kong) 109,500,000 27.098 .09 Shohkoh Fund & Co., Ltd. (Japan) 160,000 18.833 .06 COMMUNICATIONS EQUIPMENT - 2.11% Nokia Corp., Class A (Finland) 9,345,000 223.510 Nokia Corp., Class A (ADR) 2,400,000 57.600 .96 Telefonaktiebolaget LM Ericsson, Class B (Sweden) 28,370,000 154.244 Telefonaktiebolaget LM Ericsson, Class B (ADR) 12,110,000 67.740 .76 Matsushita Communication Industrial Co., Ltd.(Japan) 899,000 57.912 .20 ECI Telecom Ltd. (Israel) 2,935,000 22.379 .08 Nortel Networks Corp. (Canada) 955,676 13.449 .04 Alcatel (ADR) (France) 400,000 11.504 .04 SAGEM SA (France) 118,800 9.189 .03 PAPER & FOREST PRODUCTS - 1.84% UPM-Kymmene Corp. (Finland) 7,730,800 217.452 .74 Stora Enso Oyj, Class R (Finland) 14,648,443 138.288 .47 Abitibi-Consolidated Inc. (Canada) 12,500,000 97.544 .34 Sappi Ltd. (South Africa) 10,861,000 85.477 .29 AUTOMOBILES - 1.83% Honda Motor Co., Ltd. (Japan) 6,510,000 265.080 .91 Suzuki Motor Corp. (Japan) 19,015,000 208.841 .71 DaimlerChrysler AG (Germany) 1,000,000 44.038 .15 Volkswagen AG (Germany) 400,000 18.283 .06 INSURANCE - 1.73% Zurich Financial Services (formerly Allied 373,500 122.649 .42 Zurich PLC) (Switzerland) /1/ PartnerRe Holdings Ltd. (Singapore) 1,931,900 95.185 .32 Yasuda Fire and Marine Insurance Co., Ltd. (Japan) 15,999,000 84.741 .29 Mitsui Marine and Fire Insurance Co., Ltd. (Japan) 15,111,000 81.840 .28 Nichido Fire and Marine Insurance Co., Ltd. (Japan) 6,845,000 42.516 .14 Nippon Fire and Marine Insurance Co., Ltd. (Japan) 10,217,000 34.127 .12 Royal & Sun Alliance Insurance Group PLC 3,923,056 26.650 .09 (United Kingdom) AEGON NV (Netherlands) 654,513 19.193 .07 ELECTRIC UTILITIES - 1.66% PowerGen PLC (United Kingdom) 23,571,901 239.275 .82 Scottish Power PLC (United Kingdom) 17,575,000 116.772 .40 National Grid Group PLC (United Kingdom) 5,500,000 42.477 .14 Korea Deposit Insurance Corp. 2.25% convertible $35,300,000 36.800 .13 debentures 2005 (South Korea) /3/ Union Electrica Fenosa, SA (Spain) /1/ 1,600,000 29.169 .10 Manila Electric Co., Class A (GDR) 3,732,000 15.959 (Philippines) /2/) /3/ Manila Electric Co., Class B 5,521,333 5.756 .07 INDUSTRIAL CONGLOMERATES - 1.53% Siemens AG (Germany) 2,100,000 215.970 .74 Norsk Hydro AS (Norway) 3,950,000 161.390 Norsk Hydro AS (ADR) 500,000 20.605 .62 Smiths Group PLC (formerly TI Group PLC and Smiths 4,707,142 51.591 .17 Industries PLC) (United Kingdom) BEVERAGES - 1.47% Foster's Brewing Group Ltd. (Australia) 66,810,579 167.840 .57 Heineken NV (Netherlands) 1,875,000 97.734 .34 Ito En, Ltd. (Japan) 1,165,000 75.511 .26 Diageo PLC (United Kingdom) 3,300,000 33.123 .11 Lion Nathan Ltd. (New Zealand) 12,748,748 25.946 .09 Coca-Cola HBC SA (formerly Hellenic Bottling Co. 1,308,283 17.802 .06 SA) (Greece) Coca-Cola West Japan Co. Ltd. (Japan) 550,000 11.723 .04 LEISURE EQUIPMENT & PRODUCTS - 1.40% Nintendo Co., Ltd. (Japan) 2,205,700 359.781 1.23 Fuji Photo Film Co., Ltd. (Japan) 1,320,000 48.710 .17 HOUSEHOLD DURABLES - 1.33% Sony Corp. (Japan) 4,364,300 308.909 1.05 Sekisui House, Ltd. (Japan) 5,820,000 46.703 .16 Funai Electric Co., Ltd. (Japan) 225,000 17.375 .06 Daiwa House Industry Co., Ltd. (Japan) 2,560,000 16.512 .06 COMMERCIAL SERVICES & SUPPLIES - 1.09% Buhrmann NV (Netherlands) /1/ 4,444,000 114.063 .39 Brambles Industries Ltd. (Australia) 4,350,000 93.068 .32 Securitas AB, Class B (Sweden) 3,108,000 51.740 .18 Adecco SA (Switzerland) 92,000 48.125 .16 Rentokil Initial PLC (United Kingdom) 5,000,000 13.345 .04 REAL ESTATE - 1.03% Sun Hung Kai Properties Ltd. (Hong Kong) 8,150,000 77.853 .26 Hongkong Land Holdings Ltd. (Singapore) 34,363,300 73.881 .25 Cheung Kong (Holdings) Ltd. (Hong Kong) 5,500,000 57.652 .20 Wharf (Holdings) Ltd. (Hong Kong) /1/ 18,567,000 48.685 .17 Ayala Land, Inc. (Philippines) 212,287,800 23.635 .08 Security Capital European Realty (Luxembourg) 1,125,000 20.700 .07 /1/ /2/ /3/ AUTO COMPONENTS - 0.99% GKN PLC (United Kingdom) 28,200,000 289.257 .99 BUILDING PRODUCTS - 0.96% Asahi Glass Co., Ltd. (Japan) 20,694,000 144.828 .49 TOSTEM CORP. (Japan) 7,050,000 81.523 .28 Nippon Sheet Glass Co., Ltd. (Japan) 3,296,000 31.901 .11 Nippon Electric Glass Co., Ltd. (Japan) 1,590,000 24.279 .08 METALS & MINING - 0.91% Pohang Iron & Steel Co., Ltd. (South Korea) 1,999,340 135.294 .46 Billiton PLC (United Kingdom) 16,618,800 75.146 .26 BHP Ltd. (formerly Broken Hill Proprietary Co. 3,000,000 28.683 .10 Ltd.) (Australia) Usinor 3.875% convertible preferred 2005 (France) 1,270,000 21.713 .07 De Beers Consolidated Mines Ltd. (South Africa) 180,400 6.873 .02 IT CONSULTING & SERVICES - 0.81% CMG PLC (United Kingdom) 7,884,436 67.313 .23 Infosys Technologies Ltd. (India) 705,000 61.822 .21 Logica PLC (United Kingdom) 4,080,000 57.345 .20 ALTRAN Technologies (France) 900,000 50.116 .17 SPECIALTY RETAIL - 0.75% Dixons Group PLC (United Kingdom) 55,661,561 219.881 .75 HOTELS, RESTAURANTS & LEISURE - 0.70% Compass Group PLC (formerly Granada Compass PLC) 18,223,660 129.878 .44 (United Kingdom) /1/ P&O Princess Cruises PLC (United Kingdom) /1/ 10,000,000 39.042 .13 Airtours PLC (United Kingdom) 9,420,000 37.179 .13 OFFICE ELECTRONICS - 0.69% Canon Inc. (Japan) 5,570,000 201.555 .69 MACHINERY - 0.64% Mitsubishi Heavy Industries, Ltd. (Japan) 27,300,000 100.090 .34 Metso Oyj (Finland) 5,000,000 44.389 .15 Sandvik AB (Sweden) /1/ 2,300,000 41.830 .15 CHEMICALS - 0.55% BOC Group PLC (United Kingdom) 5,005,000 68.072 .23 L'Air Liquide (France) 399,814 56.019 .19 Bayer AG (Germany) 600,000 25.262 .09 Imperial Chemical Industries PLC (ADR) 430,000 10.582 .04 (United Kingdom) OTHER INDUSTRIES - 3.91% Hoya Corp. (Japan) 1,624,000 105.391 .36 Deutsche Lufthansa AG (Germany) 4,485,500 83.981 .29 Bombardier Inc., Class B (Canada) 6,000,000 82.916 .28 Kingfisher PLC (United Kingdom) 10,501,462 67.836 .23 British Airways PLC (United Kingdom) 12,100,000 54.112 .18 Woolworths Ltd. (Australia) 12,977,576 52.543 .18 TNT Post Groep NV (Netherlands) 2,507,541 52.238 .18 Wal-Mart de Mexico (formerly Cifra), SA de CV, 16,787,918 39.116 Class V (Mexico) Wal-Mart de Mexico, SA de CV, Class C 6,037,600 12.844 .18 Cemex, SA de CV, ordinary participation certificates, 2,380,260 51.176 units (ADR) (Mexico) Cemex, SA de CV, warrants, expire 2002 /1/ 262,457 .420 .18 Uni-Charm Corp. (Japan) 1,080,000 46.381 .16 United Utilities PLC (United Kingdom) 4,978,414 43.255 .15 Fujitsu Ltd. (Japan) 3,238,000 43.005 .15 Matsushita Electric Works, Ltd. (Japan) 3,655,000 38.428 .13 Essilor (France) /1/ 128,500 36.710 .12 Mitsui & Co., Ltd. (Japan) 5,600,000 29.750 .10 Koninklijke Ahold NV (Netherlands) 940,000 29.068 .10 Seven-Eleven Japan Co., Ltd. (Japan) 700,000 27.835 .09 Nippon COMSYS Corp. (Japan) 1,730,000 26.072 .09 Wanadoo (acquired Freeserve PLC) (France)/1/ 4,512,500 24.473 .08 "Holderbank" Financiere Glaris Ltd. (Switzerland) 23,966 24.162 .08 Ito-Yokado Co., Ltd. (Japan) 469,000 22.678 .08 Finmeccanica SpA (Italy) /1/ 22,000,000 21.929 .07 BAE SYSTEMS PLC (United Kingdom) 4,000,000 17.831 .06 Loblaw Companies Ltd. (Canada) 560,100 17.540 .06 LVMH Moet Hennessy Louis Vuitton (France) 350,000 17.536 .06 Toshiba Corp. (Japan) 3,000,000 17.465 .06 Stolt-Nielsen SA, Class B (ADR) (Multinational) 809,100 12.212 .04 Safeway PLC (United Kingdom) 2,307,500 10.753 .04 Kvaerner ASA, Class A (Norway) /1/ 1,202,221 8.406 .03 Elektrim SA 3.75% convertible debentures 2004 10,600,000 7.827 .03 (Poland) Tiscali SpA (acquired World Online International) 478,910 6.440 .02 (Italy) /1/ T-Online International AG (Germany) /1/ 620,000 5.559 .02 Baltimore Technologies PLC (United Kingdom)/1/ 3,775,100 4.783 .02 Liberty Surf Group SA (France)/1/ 320,200 2.111 .01 Lernout & Hauspie Speech Products NV (Belgium)/1/ 260,000 .478 .00 I.T.C. Ltd. (India) 372 .007 .00 Compal Electronics, Inc. (Taiwan) 100 .000 .00 MISCELLANEOUS - 1.27% Other equity securities in initial period of 372.860 1.27 acquisition TOTAL EQUITY SECURITIES (cost: $21,071.912 million) 23,691.351 80.85 Principal Market Percent Amount Value of Net BONDS & NOTES (Millions) (Millions) Assets NON-U.S. GOVERNMENT OBLIGATIONS - 0.08% Argentina (Republic of), Series L, 5.563% 8.310 7.018 Eurobonds 2005 /5/ Argentina (Republic of) 11.75% 2009 5.890 5.059 Argentina (Republic of) 9.75% 2027 2.390 1.769 Argentina (Republic of) 11.375% 2017 .680 .569 .05 Turkey Treasury Bills 0% 2001 TRL 12,910,000.000 6.958 Turkey Treasury Bills 0% 2002 TRL 5,000,000.000 3.015 .03 TOTAL BONDS & NOTES (cost: $25.458 million) 24.388 .08 Principal Market Percent Amount Value of Net SHORT-TERM SECURITIES (Millions) (Millions) Assets CORPORATE SHORT-TERM NOTES - 8.51% Deutsche Bank Financial Inc. 4.69%-5.28% due 125.000 124.019 .42 4/23-6/18/2001 Abbey National North America 5.20%-5.50% due 122.500 122.066 .42 4/10-5/22/2001 Dresdner U.S. Finance Inc. 4.68%-5.50% due 115.000 114.400 .39 4/18-6/21/2001 CBA (Delaware) Finance Inc. 4.98%-5.36% due 114.000 113.502 .39 4/30-5/2/2001 AB Spintab 4.65%-5.48% due 4/20-7/24/2001 113.500 112.785 .38 Danske Bank AS 4.935%-5.46% due 4/17-6/6/2001 110.000 109.496 .37 Alcoa Inc. 4.91%-5.40% due 4/3-6/11/2001 100.000 99.627 .34 ANZ (Delaware) Inc. 4.70%-5.49% due 4/6-6/19/2001 100.000 99.452 .34 Societe Generale North America Inc. 4.95%-5.46% 100.000 99.451 .34 due 4/10-6/4/2001 Ciesco LP 4.69%-5.45% due 4/4-6/20/2001 100.000 99.426 .34 Verizon Network Funding Corp. 4.92%-5.33% due 100.000 99.271 .34 4/24-6/22/2001 ABN AMRO North America Finance Inc. 4.90%-5.23% 100.000 99.262 .34 due 5/1-6/14/2001 UBS Finance (Delaware) Inc. 4.92%-4.935% 100.000 99.100 .34 due 6/5-6/6/2001 Lloyds Bank PLC 4.67%-5.45% due 4/11-7/16/2001 100.000 98.960 .34 American Honda Finance Corp. 4.90%-5.02% due 90.000 89.156 .30 5/24-6/12/2001 Halifax PLC 4.70%-5.50% due 4/12-7/13/2001 90.000 89.109 .30 CDC Commercial Paper Corp. 4.90%-5.40% due 75.000 74.494 .25 4/20-6/8/2001 /3/ Internationale Nederlanden (U.S.) Funding Corp. 75.000 74.304 .25 4.92%-4.94% due 6/7-6/8/2001 Svenska Handelsbanken Inc. 4.93%-5.18% due 75.000 74.258 .25 6/5-6/15/2001 Westpac Capital Corp. 4.85%-5.24% due 6/1-7/5/2001 75.000 74.152 .25 General Motors Acceptance Corp. 5.48%-5.50% 73.250 73.133 .25 due 4/3-4/20/2001 Coca-Cola Co. 5.25%-5.42% due 4/2-4/20/2001 72.500 72.385 .25 Ford Motor Credit Co. 4.94%-5.34% due 4/6-5/31/2001 70.000 69.629 .24 KfW International Finance Inc. 4.68%-5.60% due 62.250 61.976 .21 4/4-6/27/2001 Wells Fargo & Co. 5.20%-5.25% due 5/4-5/15/2001 60.700 60.363 .21 Telstra Corp. Ltd. 4.70%-5.25% due 5/8-7/24/2001 60.000 59.445 .20 Bank of America Corp. 5.22%-5.28% due 4/24-5/8/2001 50.000 49.779 .17 Canadian Wheat Board 4.75%-5.05% due 5/2-7/16/2001 50.000 49.539 .17 Bank of Montreal 5.16% due 4/9/2001 35.000 34.955 .12 FEDERAL AGENCY SHORT-TERM OBLIGATIONS - 7.13% Freddie Mac 4.71%-5.49% due 4/2-7/13/2001 783.300 778.389 2.66 Federal Home Loan Banks 4.82%-5.42% due 4/6-6/22/2001 574.256 571.189 1.95 Fannie Mae 4.675%-6.10% due 4/5-6/28/2001 568.657 564.412 1.93 Sallie Mae 4.665%-4.705% due 4/19-9/20/2001 /5/ 80.000 79.987 Sallie Mae 5.36% due 4/18/2001 25.000 24.934 .36 Federal Farm Credit Bank 5.12% due 6/4/2001 68.000 67.409 .23 CERTIFICATES OF DEPOSIT - 2.90% Rabobank Nederland NV 5.62%-5.645% 4/16-4/17/2001 125.000 125.011 .43 Barclays Bank PLC 5.29%-5.55% 4/10-5/11/2001 123.000 123.007 .42 National Australia Bank Ltd. 5.48% 4/30/2001 100.000 100.025 .34 Toronto-Dominion Bank 5.32%-5.73% due 4/5-5/18/2001 100.000 100.018 .34 National Westminster Bank PLC 4.91%-5.80% due 100.000 100.013 .34 4/5-6/6/2001 Canadian Imperial Bank of Commerce 4.75%-5.00% 100.000 100.003 .34 due 6/7-6/20/2001 Commerzbank AG 5.30%-5.54% due 5/9-5/14/2001 50.000 50.018 .17 Bank of Nova Scotia 5.40%-5.68% due 4/17-5/8/2001 50.000 50.017 .17 Morgan Guaranty Trust Co. of New York 6.30% 50.000 50.002 .17 due 4/2/2001 Halifax PLC 5.43% due 5/1/2001 25.000 25.007 .09 Svenska Handelsbanken Inc. 5.58% due 4/23/2001 25.000 25.004 .09 NON-U.S. CURRENCY - 0.03% New Taiwanese Dollar NT$275.100 8.400 .03 TOTAL SHORT-TERM SECURITIES (cost: $5,440.084 million) 5,440.339 18.57 TOTAL INVESTMENT SECURITIES (cost: $26,537.454 million) 29,156.078 99.50 Excess of cash and receivables over payables 145.046 .50 NET ASSETS 29,301.124 100.00 /1/ Non-income-producing security. /2/ Valued under procedures established by the Board of Directors. (3) Purchased in a private placement transaction; resale may be limited to qualified institutional buyers; resale to the public may require registration. /4/ The fund owns 5.03% of the outstanding voting securities of Orkla AS, Class A, and thus is considered an affiliate as defined under the Investment Company Act of 1940. /5/ Coupon rate may change periodically. ADR = American Depositary Receipts GDR = Global 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, 2000 Airtours Koninklijke Ahold Asahi Glass Korea Deposit Insurance Canon P&O Princess Cruises China Mobile (Hong Kong) Pohang Iron & Steel China Petroleum & Chemical Sandvik China Unicom Shire Pharmaceuticals Group Chugai Pharmaceutical Telewest Communications Diageo Union Electrica Fenosa Essilor United Pan-Europe Communications Havas Advertising Volkswagen Hyundai Electronics Industries Wharf (Holdings) Infosys Technologies Woolworths EQUITY SECURITIES ELIMINATED FROM THE PORTFOLIO SINCE SEPTEMBER 30, 2000 Acer Morgan Crucible Anglo American NEC AssiDoman NGK Spark Plug Bergesen Nichiei British Telecommunications Nippon Telegraph and Telephone China Development Industrial Bank Panamerican Beverages Cia. Energetica de Minas Gerais - CEMIG Pechiney Cie. Generale des Etablissements Michelin Peninsular and Oriental Steam Navigation Coca-Cola Amatil Premier Farnell COLT Telecom Group PT Astra International Dimension Data Holdings Reckitt Benckiser Enterprise Oil Research In Motion Getronics RWE Hellenic Telecommunications Organization Sema Group Infineon Technologies Sonera Group interQ South African Breweries Intershop Communications Square Invensys STMicroelectronics Investor AB Sumitomo Bank Kawasaki Steel Telecom Argentina STET-France Telecom Koninklijke KPN Telecom Corp. of New Zealand Lend Lease Telefonica Magyar Tavkozlesi Rt. Telesp Celular Participacoes Metro International Thames Water Minebea ThyssenKrupp Mitsubishi Motors Toyo Trust and Banking Volvo |
EuroPacific Growth Fund FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES at March 31, 2001 (dollars in millions) Assets: Investment securities at market (cost: $26,537.454) $29,156.078 Cash 1.030 Receivables for - Sales of investments $58.605 Sales of fund's shares 76.213 Forward currency contracts - net 51.934 Dividends and interest 126.497 313.249 29,470.357 Liabilities: Payables for - Purchases of investments 79.164 Repurchases of fund's shares 68.857 Management services 11.647 Other expenses 9.565 169.233 Net Assets at March 31, 2001 - $29,301.124 Shares of beneficial interest issued and outstanding - unlimited shares authorized Class A shares: Net assets $28,963.326 Shares outstanding 1,008,463,557 Net asset value per share $28.72 Class B shares: Net assets $320.515 Shares outstanding 11,221,227 Net asset value per share $28.56 Class C shares: Net assets $10.479 Shares outstanding 366,897 Net asset value per share $28.56 Class F shares: Net assets $6.804 Shares outstanding 236,899 Net asset value per share $28.72 STATEMENT OF OPERATIONS for the year ended March 31, 2001 (dollars in millions) Investment Income: Income: Dividends $613.546 Interest 324.307 $937.853 Expenses: Management services fee 155.060 Distribution expenses - Class A 85.199 Distribution expenses - Class B 2.089 Distribution expenses - Class C .003 Transfer agent fees - Class A 27.640 Transfer agent fees - Class B .207 Reports to shareholders .982 Registration statement and prospectus 2.545 Postage, stationery and supplies 3.269 Trustees' fees (.002) Auditing and legal fees .102 Custodian fee 12.270 Taxes other than federal income tax .607 Other expenses .193 290.164 Net investment income 647.689 Realized Gain and Unrealized Depreciation on Investments: Net realized gain 654.733 Net unrealized (depreciation) appreciation on: Investments (12,611.019) Open forward currency contracts 56.319 Net unrealized depreciation (12,554.700) Net realized gain and unrealized depreciation on investments (11,899.967) Net Decrease in Net Assets Resulting from Operations ($11,252.278) See Notes to Financial Statements STATEMENT OF CHANGES IN NET ASSETS (dollars in millions) Year ended Year ended March 31, March 31, 2001 2000 Operations: Net investment income $647.689 $265.285 Net realized gain 654.733 3,084.054 Net unrealized (depreciation) appreciation on investments (12,554.700) 9,238.773 Net (decrease) increase in net assets resulting from operations (11,252.278) 12,588.112 Dividends and Distributions Paid to Shareholders: Dividends from net investment income: Class A (190.462) (221.364) Class B (.967) Distributions from net realized gains on investments: Class A (3,371.953) (1,078.276) Class B (25.926) Total dividends and distributions (3,589.308) (1,299.640) Capital Share Transactions: Proceeds from shares sold 12,598.884 10,707.128 Proceeds from shares issued in reinvestment of net investment income dividends and distributions of net realized gain on investments 3,441.231 1,245.354 Cost of shares repurchased (10,764.603) (6,456.731) Net increase in net assets resulting from capital share transactions 5,275.512 5,495.751 Total (Decrease) Increase in Net Assets (9,566.074) 16,784.223 Net Assets: Beginning of year 38,867.198 22,082.975 End of year (including undistributed net investment income: $366.372 and $61.015, respectively) $29,301.124 $38,867.198 See Notes to Financial Statements |
Notes to Financial Statements
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.
The fund offers four classes of shares as described below:
Class A shares are sold with an initial sales charge of up to 5.75%.
Class B shares are sold without an initial sales charge but are subject to a
contingent deferred sales charge ("CDSC") paid upon redemption. This charge
declines from 5% to zero over a period of six years. Class B shares
automatically convert to Class A shares after eight years.
Class C shares are sold without an initial sales charge but are subject to a
CDSC of 1% for redemptions within one year of purchase. Class C shares
automatically convert to Class F shares after ten years.
Class F shares, which are sold exclusively through fee-based programs, are sold
without an initial sales charge or CDSC.
Holders of all classes of shares have equal pro rata rights to assets, dividends, liquidation and other rights. Each class has identical voting rights except for exclusive rights to vote on matters affecting only its class. Each class of shares may have different distribution, administrative services and transfer agent fees and expenses. Differences in class-specific expenses will result in the payment of different per share dividends by each class.
SIGNIFICANT ACCOUNTING POLICIES - The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. These principles 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. Short-term securities maturing within 60 days are valued at amortized cost, which approximates market value. 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. 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 fund's 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 combined with the net realized and unrealized gain or loss on investment securities for financial reporting purposes.
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 trust 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 fixed-income securities 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 manage 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. Purchases and sales of forward currency exchange contracts having the same settlement date and broker are offset and presented net in the Statement of Assets and Liabilities.
CLASS ALLOCATIONS - Income, expenses (other than class-specific expenses) and realized and unrealized gains and losses are allocated daily among the various share classes based on their relative net asset values. Distribution expenses, administrative services fees, certain transfer agent fees and other applicable class-specific expenses are accrued daily and charged to the respective share class.
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 - Dividend and interest income is recorded net of non-U.S. taxes paid. For the year ended March 31, 2001, non-U.S. taxes paid were $61,426,000. Net realized gain of the fund derived in certain countries is subject to certain non-U.S. taxes. The fund provides for such non-U.S. taxes on investment income, net realized gain and net unrealized gain.
CURRENCY GAINS AND LOSSES - Net realized currency gains on dividends, interest, sales of non-U.S. bonds and notes, forward contracts, and other receivables and payables, on a book basis, were $34,780,000 for the year ended March 31, 2001.
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 is earned and the net gains are realized by the fund.
As of March 31, 2001, the cost of investment securities, excluding forward currency contracts, for federal income tax reporting purposes was $26,553,768,000. Net unrealized appreciation on investments, excluding forward currency contracts, aggregated $2,602,310,000; $5,342,244,000 related to appreciated securities and $2,739,934,000 related to depreciated securities. For the year ended March 31, 2001, the fund realized, on a tax basis, a net capital gain of $1,391,554,000 on securities transactions. In addition, the fund has deferred, for tax purposes, to fiscal year ending March 31, 2002, the recognition of capital losses totaling $765,029,000, which were realized during the period November 1, 2000 through March 31, 2001. Net gains related to non-U.S. currency and other transactions of $26,921,000 were treated as an adjustment to ordinary income for federal income tax purposes.
FEES AND TRANSACTIONS WITH RELATED PARTIES
INVESTMENT ADVISORY FEE - The fee of $155,060,000 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 a series of rates beginning with 0.690% per annum of the first $500 million of net assets decreasing to 0.415% of such assets in excess of $44 billion. For the year ended March 31, 2001, the management services fee was equivalent to an annualized rate of 0.452% of average net assets.
DISTRIBUTION EXPENSES - American Funds Distributors, Inc. ("AFD"), the principal underwriter of the fund's shares, received $9,936,000 (after allowances to dealers) as its portion of the sales charges paid by purchasers of the fund's Class A shares for the year ended March 31, 2001. Such sales charges are not an expense of the fund and, hence, are not reflected in the accompanying Statement of Operations.
The fund has adopted plans of distribution under which it may finance activities primarily intended to sell fund shares, provided the categories of expenses are approved in advance by the fund's Board of Trustees. The plans provide for annual expenses, based on average daily net assets, of up to 0.25% for Class A shares, 1.00% for Class B and Class C shares, and up to 0.50% for Class F shares.
All share classes may use up to 0.25% of these expenses to pay service fees, or to compensate AFD for paying service fees to firms that have entered into agreements with AFD for providing certain shareholder services. The balance may be used for approved distribution expenses as follows:
CLASS A SHARES - Approved categories of expense include reimbursements to AFD for commissions paid to dealers and wholesalers in respect of certain shares sold without a sales charge. Those reimbursements are permitted for amounts billed to the fund within the prior 15 months but only to the extent that the overall 0.25% annual expense limit for Class A shares is not exceeded. For the year ended March 31, 2001, aggregate distribution expenses were limited to $85,199,000, or 0.25% of average daily net assets attributable to Class A shares. As of March 31, 2001, unreimbursed expenses which remain subject to reimbursement totaled $23,686,000.
CLASS B SHARES - In addition to service fees of 0.25%, approved categories of expense include fees of 0.75% per annum of average daily net assets attributable to Class B shares payable to AFD. AFD sells the rights to receive such payments (as well as any contingent deferred sales charges payable in respect of shares sold during the period) in order to finance the payment of dealer commissions. For the year ended March 31, 2001, aggregate distribution expenses were $2,089,000, or 1.00% of average daily net assets attributable to Class B shares.
CLASS C SHARES - In addition to service fees of 0.25%, the Board of Trustees has approved the payment of 0.75% per annum of average daily net assets attributable to Class C shares to AFD to compensate firms selling Class C shares of the fund. For the year ended March 31, 2001, aggregate distribution expenses were $3,000, or 1.00% of average daily net assets attributable to Class C shares.
CLASS F SHARES - The plan has an expense limit of 0.50%. However, the Board of Trustees has presently approved expenses under the plan of 0.25% per annum of average daily net assets attributable to Class F shares. For the year ended March 31, 2001, aggregate distribution expenses were $400, or 0.25% of average daily net assets attributable to Class F shares.
As of March 31, 2001, aggregate distribution expenses payable to AFD for all share classes were $4,862,000.
TRANSFER AGENT FEE - A fee of $27,847,000 was incurred during the year ended March 31, 2001, pursuant to an agreement with American Funds Service Company ("AFS"), the transfer agent for the fund. As of March 31, 2001, aggregate transfer agent fees payable to AFS for Class A and Class B shares were $1,847,000.
ADMINISTRATIVE SERVICES FEES - The fund has an administrative services agreement with CRMC for Class C and Class F shares. Pursuant to this agreement, CRMC provides transfer agency and other related shareholder services. CRMC may contract with third parties to perform these services. Under the agreement, the fund pays CRMC a fee equal to 0.15% per annum of average daily net assets of Class C and Class F shares, plus amounts payable for certain transfer agency services according to a specified schedule. For the year ended March 31, 2001, total fees under the agreement were $700. As of March 31, 2001, aggregate administrative services fees payable to CRMC for Class C and Class F shares were $700.
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, 2001, the cumulative liability for the deferred amounts was $1,032,000. For the year ended March 31, 2001, Trustees' fees consisted of $211,000 that were paid or deferred and $213,000 of net depreciation on the amounts deferred.
AFFILIATED TRUSTEES AND OFFICERS - CRMC is owned by The Capital Group Companies, Inc. AFS and AFD are both wholly owned subsidiaries of CRMC. Officers of the fund and certain Trustees are or may be considered to be affiliated with CRMC, AFS and AFD. No such persons received any remuneration directly from the fund.
INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES
The fund made purchases and sales of investment securities, excluding short-term securities, of $10,888,304,000 and $11,360,933,000, respectively, during the year ended March 31, 2001.
Pursuant to the custodian agreement, the fund receives credits against its custodian fee for imputed interest on certain balances with the custodian bank. For the year ended March 31, 2001, the custodian fee of $12,270,000 includes $183,000 that was paid by these credits rather than in cash.
For the year ended March 31, 2001, the fund reclassified $26,921,000 to undistributed net investment income from undistributed net realized gains; and reclassified $177,824,000 and $2,157,000 from undistributed net investment income and undistributed net realized gains, respectively, to additional paid-in capital to reflect permanent differences between book and tax reporting.
As of March 31, 2001, net assets consisted of the following:
Capital paid in on shares of beneficial interest $27,032,612,000 Undistributed net investment income 366,372,000 Accumulated net realized loss (765,029,000) Net unrealized appreciation 2,667,169,000 Net assets $29,301,124,000 |
Capital share transactions in the fund were as follows:
The EuroPacific Growth Fund Capital Share Transactions Year ended Year ended March 31, March 31, 2001 2001 Amount (millions) Shares Class A Shares: Sold $12,195.797 334,651,773 Reinvestment of dividends and distributions 3,415.248 102,002,497 Repurchased (10,739.888) (298,872,510) Net increase in Class A 4,871.157 137,781,760 Class B Shares: /1/ Sold 385.137 10,517,133 Reinvestment of dividends and distributions 25.983 779,574 Repurchased (24.132) (745,735) Net increase in Class B 386.988 10,550,972 Class C Shares: /2/ Sold 10.712 372,876 Reinvestment of dividends and distributions Repurchased (.174) (5,979) Net increase in Class C 10.538 366,897 Class F Shares: /2/ Sold 7.238 251,133 Reinvestment of dividends and distributions Repurchased (.409) (14,234) Net increase in Class F 6.829 236,899 Total net increase in fund $5,275.512 148,936,528 Year ended Year ended March 31, March 31, 2000 2000 Amount (millions) Shares Class A Shares: Sold $10,677.481 279,693,484 Reinvestment of dividends and distributions 1,245.354 33,084,650 Repurchased (6,456.700) (173,087,213) Net increase in Class A 5,466.135 139,690,921 Class B Shares: /1/ Sold 29.647 670,954 Reinvestment of dividends and distributions Repurchased (.031) (699) Net increase in Class B 29.616 670,255 Class C Shares: /2/ Sold Reinvestment of dividends and distributions Repurchased Net increase in Class C Class F Shares: /2/ Sold Reinvestment of dividends and distributions Repurchased Net increase in Class F Total net increase in fund $5,495.751 140,361,176 /1/ Class B shares were not offered before March 15, 2000. /2/ Class C and Class F shares were not offered before March 15, 2001. |
At March 31, 2001, the fund had outstanding forward currency contracts to sell non-U.S. currencies as follows:
At March 31, 2001, the fund had outstanding forward currency contracts to sell non-U.S. currency as follows: Non-U.S. Currency Sale Contract Contract Amounts U.S. Valuation at 3/31/2001 Unrealized Non-U.S. U.S. Amount Appreciation Japanese Yen expiring 11/08/2001 Yen 30354750000 $300,000,000 $248,066,000 $51,934,000 |
Per-Share Data and Ratios Class A Class A Class A Class A Class A Year ended Year ended Year ended Year ended Year ended March 31, March 31, March 31, March 31, March 31, 2001 2000 1999 1998 1997 Net Asset Value, Beginning of Year $44.61 $30.21 $29.56 $26.70 $24.28 Income from Investment Operations : Net investment income .69 /1/ .34 /1/ .42 .45 .46 Net (losses) gains on securities (both (12.65) /1/ .74 /1/ .85 .79 .28 realized and unrealized) Total from investment operations (11.96) .08 .27 .24 .74 Less Distributions : Dividends (from net investment income) (.19) (.29) (.36) (.45) (.44) Distributions (from capital gains) (3.74) (1.39) (1.26) (1.93) (.88) Total distributions (3.93) (1.68) (1.62) (2.38) (1.32) Net Asset Value, End of Year $28.72 $44.61 $30.21 $29.56 $26.70 Total Return /2/ (28.02)% .31% .18% .97% .88% Ratios/Supplemental Data: Net assets, end of year (in millions) $28,963 $38,837 $22,083 $21,316 $16,737 Ratio of expenses to average net assets .84% .84% .84% .86% .90% Ratio of net income to average .89% .93% .45% .64% .77% net assets Class B Class B Class C Class F Year ended March 15 to March 15 to March 15 to March 31, March 31, March 31, March 31, 2001 2000 /3/ 2001 /3/ 2001 /3/ Net Asset Value, Beginning of Period $44.59 $43.09 $28.87 $29.02 Income from Investment Operations : Net investment income /1/ .47 .03 .06 .07 Net (losses) gains on securities (both (12.65) 1.47 (.37) (.37) realized and unrealized) /1/ Total from investment operations (12.18) 1.50 (.31) (.30) Less Distributions : Dividends (from net investment income) (.11) .00 .00 .00 Distributions (from capital gains) (3.74) .00 .00 .00 Total distributions (3.85) .00 .00 .00 Net Asset Value, End of Period $28.56 $44.59 $28.56 $28.72 Total Return /2/ (28.53)% 3.48% (1.07)% (1.03)% Ratios/Supplemental Data: Net assets, end of period (in millions) $321 $30 $10 $7 Ratio of expenses to average net assets .61% .07% .08% .05% Ratio of net income to average .40% .06% .18% .22% net assets Supplemental Data - All Classes Year ended Year ended Year ended Year ended Year ended March 31, March 31, March 31, March 31, March 31, 2001 2000 1999 1998 1997 Portfolio turnover rate .18% .94% .73% .51% .82% /1/ Based on average shares outstanding. /2/ Based on operations for the period shown and,accordingly, not representative of a full year. /3/ Total returns exclude all sales charges, including contingent deferred sales charges. |
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, 2001, the results of its operations, the changes in its net assets and the per-share data and ratios for the each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. 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 auditing standards generally accepted in the United States of America, which require that we plan and perform the audits 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, 2001 by correspondence with the custodian, provide a reasonable basis for our opinion.
PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
April 30, 2001
OTHER SHARE CLASS RESULTS
(Unaudited)
SHARE RESULTS: CLASS B, CLASS C AND CLASS F
Average annual compound returns for periods ended March 31, 2001:
CLASS B SHARES LIFETIME* 12 MONTHS reflecting applicable contingent deferred sales charge (CDSC), maximum of 5%, payable only if shares are sold -27.67% -31.73% not reflecting CDSC -25.10% -28.53% |
CLASS C AND CLASS F SHARES
Results for these shares are not shown because of the brief time between
their introduction on March 15, 2001, and the end of the period.
*From March 15, 2000, when B shares first became available.
Tax Information (unaudited)
We are required to advise you within 60 days of the fund's fiscal year-end regarding the federal tax status of certain distributions received by shareholders during such fiscal year.
During the fiscal year ended March 31, 2001, the fund paid a long-term capital gain distribution of $3,361,537,000. The fund also designated 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 certain non-U.S. taxes paid by the fund to its shareholders as a foreign tax credit. The amount of foreign tax credit passed through to shareholders for the fiscal year ended March 31, 2001 is $61,426,000. Foreign source income earned by the fund for the fiscal year ended March 31, 2001 was $774,288,000. Shareholders are entitled to a foreign tax credit or an itemized deduction, at their discretion. Generally, it is more advantageous to claim a credit than to take a deduction.
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 OR OTHER TAX INFORMATION WHICH WILL BE MAILED IN JANUARY 2002 TO DETERMINE THE CALENDAR YEAR AMOUNTS TO BE INCLUDED ON THEIR 2001 TAX RETURNS. SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISERS.
PART C
OTHER INFORMATION
EUROPACIFIC GROWTH FUND
ITEM 23. EXHIBITS
(a) Declaration of Trust and Restatement of Declaration of Trust - previously
filed (see Post-Effective Amendment No. 17 filed 5/29/97); Establishment and
Designation of Additional Classes of Shares - previously filed (see P/E
Amendment No. 23 filed 3/14/01; and No. 25 filed 2/14/02)
(b) By-laws - previously filed (see P/E Amendment No. 16 filed 5/6/97)
(c) Form of share certificate - previously filed (see P/E Amendment No. 23
filed 3/14/01)
(d) Form of Investment Advisory and Service Agreement - previously filed (see
P/E Amendment No. 21 filed 3/13/00)
(e-1) Form of Amended and Restated Principal Underwriting Agreement -
previously filed (see P/E Amendment No. 25 filed 2/14/02)
(e-2) Form of Selling Group Agreements
(f) None
(g) Form of Global Custody Agreement
(h) Form of Amended and Restated Administrative Services Agreement; and Form of
Amended Shareholder Services Agreement - previously filed (see P/E Amendment
No. 25 filed 2/14/02)
(i) Legal opinion for Classes R-1, R-2, R-3, R-4 and R-5 Shares
(j) Consent of Independent Accountants
(k) None
(l) None
(m-1) Forms of Plans of Distribution - previously filed (see P/E Amendment No.
17 filed 5/29/97; No. 21 filed 3/13/00; No. 23 filed 3/14/01; and No. 25 filed
2/14/02)
(m-2) Forms of Plans of Distribution relating to Class R-1, R-2, R-3 and R-4
Shares
(n) Form of Amended and Restated Multiple Class Plan - previously filed (see
P/E Amendment No. 25 filed 2/14/02)
(o) None
(p) Code of Ethics - previously filed (see P/E Amendment No. 25 filed 2/14/02)
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.
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).
(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.
Registrant will comply with the indemnification requirements contained in the Investment Company Act of 1940 (the "1940 Act") Releases No. 7221 (June 9, 1972) and No. 11330 (September 4, 1980). In addition, indemnification by the Registrant shall be consistent with the requirements of rule 484 under the Securities Act of 1933. Furthermore, Registrant undertakes to the staff of the Securities and Exchange Commission that the Fund's indemnification provisions quoted above prohibit indemnification for liabilities arising under the Securities Act of 1933 and the 1940 Act.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
None
ITEM 27. PRINCIPAL UNDERWRITERS
(a) American Funds Distributors, Inc. is 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 Vice President None P.O. Box 2248 Agoura Hills, CA 91376 John A. Agar Vice President None P.O. Box 7326 Little Rock, AR 72217 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 7490 Clubhouse Road Suite 100 Boulder, CO 80301 B Carl R. Bauer 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 P.O. Box 3529 148 E. Shore Avenue Groton Long Point, CT 06340 John A. Blanchard Vice President None 576 Somerset Lane Northfield, IL 60093 Ian B. Bodell Senior Vice President None P.O. Box 1665 Brentwood, TN 37024-1665 Mick L. Brethower Senior Vice President None 601 E. Whitestone Blvd. Building 6, Suite 115 Cedar Park, TX 78613 Alan Brown Vice President None 4129 Laclede Avenue St. Louis, MO 63108 B J. Peter Burns Vice President None Cody Callaway Regional Vice President None 803 South Desert Palm Place Broken Arrow, OK 74012 Matthew C. Carlisle Regional Vice President None 4500 Fairvista Drive Charlotte, NC 28269 Damian F. Carroll Regional Vice President None 40 Ten Acre Road New Britain, CT 06052 Brian C. Casey Vice President None 8002 Greentree Road Bethesda, MD 20817 Victor C. Cassato Senior Vice President None 609 W. Littleton Blvd., Suite 310 Littleton, 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 94583 L David Charlton Senior Vice President None L Larry P. Clemmensen Director None L Kevin G. Clifford Director, President and None Co-Chief Executive Officer H Cheri Coleman Assistant Vice President None Ruth M. Collier Senior Vice President None 29 Landsdowne Drive Larchmont, NY 10538 S David Coolbaugh Vice President None Carlo O. Cordasco Regional Vice President None 101 Five Forks Lane Hampton, VA 23669 Thomas E. Cournoyer Vice President None 2333 Granada Boulevard Coral Gables, FL 33134 Joseph G. Cronin Regional Vice President None 1533 Wilmot Road Deerfield, IL 60015 William F. Daugherty Regional Vice President None 1216 Highlander Way Mechanicsburg, PA 17050 Guy E. Decker Regional Vice President None 2990 Topaz Lane Carmel, IN 46032 Daniel J. Delianedis Vice President None Edina Executive Plaza 5200 Willson Road, Suite 150 Edina, MN 55424 James A. DePerno, Jr. Regional Vice President None 91 Church Street East Aurora, NY 14052 L Bruce L. DePriester Senior Vice President None Thomas J. Dickson Regional Vice President None 108 Wilmington Court Southlake, TX 76092 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 2627 Mission Street San Marino, CA 91108 Peter J. Doran Director, Executive Vice None President 100 Merrick Road, Suite 216W Rockville Centre, NY 11570 L Michael J. Downer Secretary None Michael J. Dullaghan Regional Vice President None 5040 Plantation Grove Lane Roanoke, VA 24012 S J. Steven Duncan Senior Vice President None Robert W. Durbin Vice President None 74 Sunny Lane Tiffin, OH 44883 I Lloyd G. Edwards Senior Vice President None Timothy L. Ellis Regional Vice President None 1441 Canton Mart Road, Suite 9 Jackson, MS 39211 John R. Fodor Senior 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 L Linda S. Gardner Assistant Vice President None B Evelyn K. Glassford Vice President None Jack E. Goldin Regional Vice President None 7995 Northwest 20th Street Pembroke Pines, FL 33024 Jeffrey J. Greiner Vice President None 12210 Taylor Road Plain City, OH 43064 L Paul G. Haaga, Jr. Director None B Mariellen Hamann Vice President None Derek S. Hansen Regional Vice President None 13033 Ridgedale Drive, PMB 147 Minnetonka, MN 55305 David E. Harper Senior Vice President None 150 Old Franklin School Road Pittstown, NJ 08867 H Mary Pat Harris Vice President None Robert J. Hartig, Jr. Regional Vice President None 8504 Scenic View Drive, Apt. 103 Fishers, IN 46038 Steven J. Hipsley Regional Vice President None 14 Dyer Switch Road Saratoga Springs, NY 12866 Ronald R. Hulsey Senior Vice President None 6202 Llano Dallas, TX 75214 Robert S. Irish 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 Senior Vice President None John P. Keating Regional Vice President None 2285 Eagle Harbor Parkway Orange Park, FL 30073 Dorothy Klock Vice President None 555 Madison Avenue, 29th Floor New York, NY 10022 Dianne L. Koske Assistant Vice President 122 Clydesdale Court Hampton, VA 23666 Andrew R. LeBlanc Regional Vice President None 78 Eton Road Garden City, NY 11530 B Karl A. Lewis Vice President None T. Blake Liberty Vice President None 5506 East Mineral Lane Littleton, CO 80122 Mark J. Lien Regional Vice President None 1103 Tulip Tree Lane West Des Moines, IA 50266 L Lorin E. Liesy Vice President None I Kelle Lindenberg Assistant Vice President None Louis K. Linquata Regional Vice President None 5214 Cass Street Omaha, NE 68132 LW Robert W. Lovelace Director Senior Vice President Brendan T. Mahoney Regional Vice President None 29 Harvard Drive Sudbury, MA 01776 Stephen A. Malbasa Director, Senior Vice None President 13405 Lake Shore Blvd. Cleveland, OH 44110 Steven M. Markel Senior Vice President None 5241 South Race Street Greenwood Village, CO 80121 L J. Clifton Massar Director, Senior Vice None President James R. McCrary Regional Vice President None 28812 Crestridge Rancho Palos Verdes, CA 90275 L Scott F. McIntyre 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 Scott M. Meade Regional Vice President None P.O. Box 122 Rye Beach, NH 03871 Monty L. Moncrief Regional Vice President None 55 Chandler Creek Court The Woodlands, TX 77381 William E. Noe 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 Jeffrey A. Olson Regional Vice President None 930 S. Cowley Street, #305 Spokane, WA 99202 Gary A. Peace Regional Vice President None 291 Kaanapali Drive Napa, CA 94558 Samuel W. Perry Regional Vice President None 4730 East Indian School Road Suite 120 Phoenix, AZ 85018 David K. Petzke Regional Vice President None 4016 Saint Lucia Street Boulder, CO 80301 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 S Richard P. Prior Vice President None Mark S. Reischmann Regional Vice President None 5485 East Mineral Lane Littleton, CO 80122 Steven J. Reitman Senior Vice President None 212 The Lane Hinsdale, IL 60521 Brian A. Roberts Vice President None 418 S. Royal Street Alexandria, VA 22314 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 Vice President None 10538 Cheviot Drive Los Angeles, CA 90064 H Steve Rubin Assistant Vice President None 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 Paul V. Santoro Regional Vice President None 17 Willow Street Boston, MA 02108 Joseph D. Scarpitti Vice President None 31465 St. Andrews Westlake, OH 44145 Shannon D. Schofield Regional Vice President None 201 McIver Street Greenville, SC 29601 S Sherrie Senft Vice President None L R. Michael Shanahan Director None Brad Short Regional Vice President None 1601 Seal Way 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 Jerry L. Slater Regional Vice President None 4152 42nd Avenue, NE Seattle, WA 98105 Rodney G. Smith Senior Vice President None 5520 Frankford Court Dallas, TX 75252 Anthony L. Soave Regional Vice President None 5397 W. Rosebud Court, S.E. Kentwood, MI 49512 L Therese L. Soullier Assistant Vice President None Nicholas D. Spadaccini 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 B Raymond Stein Assistant Vice President None LW Eric H. Stern Director None Brad Stillwagon Regional Vice President None 2438 Broadmeade Road Louisville, KY 40205 Thomas A. Stout 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 3021 Kensington Trace Tarpon Springs, FL 34689 L Lisa F. Swaiman Vice President None L Drew W. Taylor Vice President None Gary J. Thoma Regional Vice President None 21 White Cloud HCR 1 Box 172-A Keshena, WI 54135 Cynthia M. Thompson Regional Vice President None 4 Franklin Way Ladera Ranch, CA 92694 L James P. Toomey Vice President None I Christopher E. Trede Vice President None George F. Truesdail Senior 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 39 Old Course Drive Newport Beach, CA 92660 Gerald J. Voss Regional Vice President None The Pines at Four Hills 3900 S. Southeastern Ave., #304 Sioux Falls, SD 57103 Thomas E. Warren Vice President None 7347 Turnstone Road 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 SF Gregory W. Wendt Director None George J. Wenzel Regional Vice President None 251 Barden Road Bloomfield Hills, MI 48304 H J. D. Wiedmaier Assistant Vice President None SF N. Dexter Williams, Jr. Senior Vice President None 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 Senior Vice President None 9320 Overlook Trail Eden Prairie, MN 55347 Jonathan A. Young Regional Vice President None 329 Downing Drive Chesapeake, VA 23322 Scott D. Zambon Regional Vice President None 2178 Piper Lane Tustin, CA 92782 |
L Business Address, 333 South Hope Street, Los Angeles, CA 90071
LW Business Address, 11100 Santa Monica Boulevard, 15th Floor, Los Angeles, CA
90025
B Business Address, 135 South State College Boulevard, Brea, CA 92821
S Business Address, 3500 Wiseman Boulevard, San Antonio, TX 78251
SF Business Address, One Market, Steuart Tower, Suite 1800, San Francisco, CA
94105-1016
H Business Address, 5300 Robin Hood Road, Norfolk, VA 23513
I Business Address, 8332 Woodfield Crossing Blvd., Indianapolis, IN 46240
(c) None
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
Accounts, books and other records required by Rules 31a-1 and 31a-2 under the Investment Company Act of 1940, as amended, are maintained and held in the offices of its investment adviser, Capital Research and Management Company, 333 South Hope Street, Los Angeles, California 90071, and/or 135 South State College Boulevard, Brea, California 92821.
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, JPMorgan Chase Bank, 270 Park Avenue, New York, New York 10017-2070.
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 13th day of May, 2002.
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 May 13, 2002, by the following persons in the capacities indicated. |
SIGNATURE TITLE (1) Principal Executive Officer: /s/ Mark E. Denning President and Trustee (Mark E. Denning) (2) Financial Officer and Principal Financial Officer and Principal Accounting Officer: /s/ R. Marcia Gould Treasurer (R. Marcia Gould) (3) Trustees: Elisabeth Allison* Trustee /s/ Mark E. Denning President and Trustee (Mark E. Denning) /s/ Gina H. Despres Chairman of the Board (Gina H. Despres) Trustee Robert A. Fox* Trustee Alan Greenway* Trustee Koichi Itoh* Trustee William H. Kling* Trustee John G. McDonald* Trustee William I. Miller* Trustee Alessandro Ovi Trustee Kirk P. Pendleton Trustee Thierry Vandeventer Trustee *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/ Kristine M. Nishiyama (Kristine M. Nishiyama) |
[LOGO - AMERICAN FUNDS (SM)]
AMERICAN FUNDS DISTRIBUTORS, INC.
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-9900, ext. 4
Form of selling group agreement
Ladies and Gentlemen:
We have entered into a principal underwriting agreement with each Fund in The American Funds Group (Funds) under which we are appointed exclusive agent for the sale of shares. As such agent we offer to sell to you as a member of a Selling Group, shares of the Funds as are qualified for sale in your state, on the terms set forth below. We are acting as an underwriter within the meaning of the applicable rules of the National Association of Securities Dealers, Inc. (NASD). In addition, we are the distributor of CollegeAmerica (Program), a college savings program as described in Section 529 of the Internal Revenue Code.
1. AUTHORIZATION TO SELL
You are to offer and sell shares only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. This Agreement on your part runs to us and to the respective Funds and is for the benefit of and enforceable by each. The offering Prospectuses and this Agreement set forth the terms applicable to members of the Selling Group and all other representations or documents are subordinate. You understand that Class 529 shares of the Funds are available only as underlying investments through the Program.
2. COMPENSATION ON SALES OF CLASS A SHARES AND CLASS 529-A SHARES
A. On sales of Class A shares and Class 529-A shares of Funds listed in Category 1 on the attached Schedule A that are accepted by us and for which you are responsible, you will be paid dealer concessions as follows:
Purchases CONCESSION AS SALES CHARGE PERCENTAGE OF AS PERCENTAGE OFFERING PRICE OF OFFERING PRICE Less than $25,000 5.00% 5.75% $25,000 but less than $50,000 4.25% 5.00% $50,000 but less than $100,000 3.75% 4.50% $100,000 but less than $250,000 2.75% 3.50% $250,000 but less than $500,000 2.00% 2.50% $500,000 but less than $750,000 1.60% 2.00% $750,000 but less than $1,000,000 1.20% 1.50% $1,000,000 or more See below None |
B. On sales of Class A shares and Class 529-A shares of Funds listed in Category 2 on the attached Schedule A that are accepted by us and for which you are responsible, you will be paid the same dealer concessions indicated above except as follows:
PURCHASES CONCESSION AS SALES CHARGE PERCENTAGE OF AS PERCENTAGE OFFERING PRICE OF OFFERING PRICE Less than $100,000 3.00% 3.75% |
C. If you initiate and are responsible for sales of Class A shares and Class
529-A shares, a) amounting to $1 million or more,
b) made to employer-sponsored defined contribution-type retirement plans that
qualify to invest at net asset value under the terms of the Fund Prospectuses,
or c) made at net asset value to endowments and foundations with assets of $50
million or more, you will be paid a dealer concession of 1.00% on sales to $4
million, plus 0.50% on amounts over $4 million up to $10 million, plus 0.25% on
amounts over $10 million. No dealer concessions are paid on any other sales of
shares at net asset value, except that concessions may be paid to dealers on
their sales of fund shares to accounts managed by affiliates of The Capital
Group Companies, Inc. as set forth in this Agreement. Sales of shares of
Washington Mutual Investors Fund below $1 million made in connection with
certain accounts established before September 1, 1969 are subject to reduced
concessions and sales charges as described in the Washington Mutual Investors
Fund Prospectus. With respect to sales of shares of any tax-exempt fund, the
concession schedule for sales of shares to endowments and foundations or
retirement plans of organizations with assets of $50 million or more is
inapplicable. The schedules of sales charges above apply to single purchases,
concurrent purchases of two or more of the Funds (except those listed in
Category 3 on the attached Schedule A), and purchases made under a statement of
intention and pursuant to the right of accumulation, both of which are
described in the Prospectuses.
D. On sales of Class A shares and Class 529-A shares of Funds listed in Category 3 on the attached Schedule A, no dealer concessions will be paid.
3. COMPENSATION ON SALES OF CLASS B SHARES AND CLASS 529-B SHARES
A. On sales of Class B shares and Class 529-B shares of Funds listed in Category 1 and Category 2 on the attached Schedule A that are accepted by us and for which you are responsible, you will be paid:
- a dealer concession of 3.75% of the amount invested, plus
- an immediate service fee of 0.25% of the amount invested.
B. On sales of Class B shares and Class 529-B shares of Funds listed in Category 3 on the attached Schedule A, no dealer concessions will be paid.
4. ONGOING SERVICE FEES FOR CLASS A, CLASS 529-A, CLASS B AND CLASS 529-B SHARES
We are also authorized to pay you continuing service fees each quarter with respect to the Class A, Class 529-A, Class B and Class 529-B shares of all the Funds to promote selling efforts and to compensate you for providing certain services to your clients, subject to your compliance with the following terms, which may be revised by us from time to time. Your eligibility to continue receiving this compensation will be evaluated periodically, and your failure to comply with the terms below may result in our discontinuing service fee payments to you. Initial qualification does not assure continued participation, and this service fee program may be amended or terminated by us at any time as indicated below.
A. You agree to cooperate as requested with programs that we provide to enhance
shareholder service. You also agree
to assume an active role in providing shareholder services such as processing
purchase and redemption transactions, establishing shareholder accounts, and
providing certain information and assistance with respect to the Funds.
Redemption levels of shareholder accounts assigned to you will be considered in
evaluating your continued participation in this service fee program.
B. You agree to support our marketing efforts by granting reasonable requests for visits to your offices by our wholesalers and, to the extent applicable, by including all Funds covered by this Agreement on your "approved" list.
C. You agree to assign an individual to each shareholder account on your books
and to reassign the account should
that individual no longer be assigned to the account. You agree to instruct
each such individual to regularly contact shareholders having accounts so
assigned.
D. You agree to pass through either directly or indirectly to the individual(s) assigned to such accounts a share of the service fees paid to you pursuant to this Agreement. You recognize that the service fee is intended to compensate the individual for providing, and encourage the individual to continue to provide, service to the account holder.
E. You acknowledge that (i) all service fee payments are subject to the
limitations contained in each Fund's Plan of Distribution and may be varied or
discontinued at any time, (ii) in order to receive a service fee for a
particular quarter,
the fee must amount to at least $100, and (iii) no service fees will be paid on
shares purchased under the net asset
value purchase privilege as described in the Funds' statements of additional
information.
F. On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in Category 1 and Category 2 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:
ANNUAL SERVICE FEE RATE
Shares with a first anniversary of purchase before 7-1-88* 0.15% Shares with a first anniversary of purchase on or after 7-1-88 0.25% Shares of state-specific tax-exempt funds 0.25% |
G. On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in Category 3 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:
ANNUAL SERVICE FEE RATE
All Shares 0.15%
5. COMPENSATION ON SALES OF CLASS C SHARES AND CLASS 529-C SHARES
A. On sales of Class C shares and Class 529-C shares of Funds listed in Category 1 and Category 2 on the attached Schedule A that are accepted by us and for which you are responsible, we will pay you:
- a dealer concession of 0.75% of the amount invested, plus
- an immediate service fee of 0.25% of the amount invested.
B. In addition, we will pay you ongoing compensation on a quarterly basis at the annual rate of 1.00% of the average daily net asset value of Class C shares and Class 529-C shares of Funds listed in Category 1, Category 2 and Category 3 on the attached Schedule A that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund's Plan of Distribution and may be varied or discontinued at any time.
6. COMPENSATION ON SALES OF CLASS 529-E SHARES
We will pay you ongoing compensation on a quarterly basis at the annual rate of 0.50% of the average daily net asset value of Class 529-E shares of Funds listed in Category 1, Category 2 and Category 3 on the attached Schedule A that are held in an account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund's Plan of Distribution and may be varied or discontinued at any time.
7. RETIREMENT PLAN SHARE CLASSES (R SHARES) AND ACCOUNT OPTIONS (FOR RETIREMENT PLANS ONLY)
A. We will pay you ongoing compensation on a quarterly basis, at the applicable annual rate set forth below, of the average daily net asset value of R shares of Funds listed in Category 1, Category 2 and Category 3 on the attached Schedule A that are held in a retirement plan (Plan) account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund's Plan of Distribution and may be varied or discontinued at any time. We expect that you will maintain one account for each of your Plan customers on the books of the Funds.
R SHARE CLASS ANNUAL COMPENSATION RATE Class R-1 1.00% Class R-2 0.75% Class R-3 0.50% Class R-4 0.25% Class R-5 No compensation paid |
B. IF YOU HOLD PLAN ACCOUNTS IN AN OMNIBUS ACCOUNT (I.E., MULTIPLE PLANS IN ONE ACCOUNT ON THE BOOKS OF THE FUNDS), PLANS THAT ARE ADDED TO THE OMNIBUS ACCOUNT AFTER MAY 15, 2002 MAY INVEST ONLY IN R SHARES, AND YOU MUST EXECUTE AN OMNIBUS ADDENDUM TO THE SELLING GROUP AGREEMENT, WHICH YOU CAN OBTAIN BY CALLING OUR DEALER SUPPORT DEPARTMENT, EXTENSION 34222.
8. ORDER PROCESSING ANY ORDER BY YOU FOR THE PURCHASE OF SHARES OF THE RESPECTIVE FUNDS THROUGH US SHALL BE ACCEPTED AT THE TIME WHEN IT IS RECEIVED BY US (OR ANY CLEARINGHOUSE AGENCY THAT WE MAY DESIGNATE FROM TIME TO TIME), AND AT THE OFFERING AND SALE PRICE NEXT DETERMINED, UNLESS REJECTED BY US OR THE RESPECTIVE FUNDS. IN ADDITION TO THE RIGHT TO REJECT ANY ORDER, THE FUNDS HAVE RESERVED THE RIGHT TO WITHHOLD SHARES FROM SALE TEMPORARILY OR PERMANENTLY. WE WILL NOT ACCEPT ANY ORDER FROM YOU THAT IS PLACED ON A CONDITIONAL BASIS OR SUBJECT TO ANY DELAY OR CONTINGENCY PRIOR TO EXECUTION. THE PROCEDURE RELATING TO THE HANDLING OF ORDERS SHALL BE SUBJECT TO INSTRUCTIONS THAT WE SHALL FORWARD FROM TIME TO TIME TO ALL MEMBERS OF THE SELLING GROUP. THE SHARES PURCHASED WILL BE ISSUED BY THE RESPECTIVE FUNDS ONLY AGAINST RECEIPT OF THE PURCHASE PRICE, IN COLLECTED NEW YORK OR LOS ANGELES CLEARING HOUSE FUNDS SUBJECT TO DEDUCTION OF ALL CONCESSIONS ON SUCH SALE (REALLOWANCE OF ANY CONCESSIONS TO WHICH YOU ARE ENTITLED ON PURCHASES AT NET ASSET VALUE WILL BE PAID THROUGH OUR DIRECT PURCHASE CONCESSION SYSTEM). IF PAYMENT FOR THE SHARES PURCHASED IS NOT RECEIVED WITHIN THREE DAYS AFTER THE DATE OF CONFIRMATION THE SALE MAY BE CANCELLED FORTHWITH, BY US OR BY THE RESPECTIVE FUNDS, WITHOUT ANY RESPONSIBILITY OR LIABILITY ON OUR PART OR ON THE PART OF THE FUNDS, AND WE AND/OR THE RESPECTIVE FUNDS MAY HOLD YOU RESPONSIBLE FOR ANY LOSS, EXPENSE, LIABILITY OR DAMAGE, INCLUDING LOSS OF PROFIT SUFFERED BY US AND/OR THE RESPECTIVE FUNDS RESULTING FROM YOUR DELAY OR FAILURE TO MAKE PAYMENT AS AFORESAID.
9. TIMELINESS OF SUBMITTING ORDERS
YOU ARE OBLIGED TO DATE AND INDICATE THE TIME OF RECEIPT OF ALL ORDERS YOU
RECEIVE FROM YOUR CUSTOMERS AND TO TRANSMIT PROMPTLY
ALL ORDERS TO US IN TIME TO PROVIDE FOR PROCESSING AT THE PRICE NEXT DETERMINED
AFTER RECEIPT BY YOU, IN ACCORDANCE WITH THE PROSPECTUSES. YOU ARE NOT TO
WITHHOLD PLACING WITH US ORDERS RECEIVED FROM ANY CUSTOMERS FOR THE PURCHASE OF
SHARES. YOU SHALL NOT PURCHASE SHARES THROUGH US EXCEPT FOR THE PURPOSE OF
COVERING PURCHASE ORDERS ALREADY RECEIVED BY YOU, OR FOR YOUR BONA FIDE
INVESTMENT.
10. REPURCHASE OF SHARES
IF ANY SHARE IS REPURCHASED BY ANY OF THE FUNDS OR IS TENDERED THERETO FOR REDEMPTION WITHIN SEVEN BUSINESS DAYS AFTER CONFIRMATION BY US OF THE ORIGINAL PURCHASE ORDER FROM YOU FOR SUCH SECURITY, YOU SHALL FORTHWITH REFUND TO US THE FULL CONCESSIONS PAID TO YOU ON THE ORIGINAL SALE.
11. PROCESSING REDEMPTION REQUESTS
YOU SHALL NOT PURCHASE ANY SHARE OF ANY OF THE FUNDS FROM A RECORD HOLDER AT A
PRICE LOWER THAN THE NET ASSET VALUE NEXT DETERMINED BY OR FOR THE FUNDS'
SHARES. YOU SHALL, HOWEVER, BE PERMITTED TO SELL ANY SHARES FOR THE ACCOUNT OF
A SHAREHOLDER
OF THE FUNDS AT THE NET ASSET VALUE CURRENTLY QUOTED BY OR FOR THE FUNDS'
SHARES, AND MAY CHARGE A FAIR SERVICE FEE FOR HANDLING THE TRANSACTION PROVIDED
YOU DISCLOSE THE FEE TO THE RECORD OWNER.
12. PROSPECTUSES AND MARKETING MATERIALS
WE SHALL FURNISH YOU WITHOUT CHARGE REASONABLE QUANTITIES OF OFFERING PROSPECTUSES (INCLUDING ANY SUPPLEMENTS CURRENTLY IN EFFECT), CURRENT SHAREHOLDER REPORTS OF THE FUNDS, AND SALES MATERIALS ISSUED BY US FROM TIME TO TIME. IN THE PURCHASE OF SHARES THROUGH US, YOU ARE ENTITLED TO RELY ONLY ON THE INFORMATION CONTAINED IN THE OFFERING PROSPECTUS(ES). YOU MAY NOT PUBLISH ANY ADVERTISEMENT OR DISTRIBUTE SALES LITERATURE OR OTHER WRITTEN MATERIAL TO THE PUBLIC THAT MAKES REFERENCE TO US OR ANY OF THE FUNDS (EXCEPT MATERIAL THAT WE FURNISHED TO YOU) WITHOUT OUR PRIOR WRITTEN APPROVAL.
13. EFFECT OF PROSPECTUS
THIS AGREEMENT IS IN ALL RESPECTS SUBJECT TO STATEMENTS REGARDING THE SALE AND
REPURCHASE OR REDEMPTION OF SHARES MADE IN OFFERING PROSPECTUSES OF THE FUNDS,
AND TO THE APPLICABLE RULES OF THE NASD, WHICH SHALL CONTROL AND OVERRIDE ANY
PROVISION
TO THE CONTRARY IN THIS AGREEMENT.
14. RELATIONSHIP OF PARTIES
YOU SHALL MAKE AVAILABLE SHARES OF THE FUNDS ONLY THROUGH US. IN NO TRANSACTION (WHETHER OF PURCHASE OR SALE) SHALL YOU HAVE ANY AUTHORITY TO ACT AS AGENT FOR, PARTNER OF, OR PARTICIPANT IN A JOINT VENTURE WITH US OR WITH THE FUNDS OR ANY OTHER ENTITY HAVING EITHER A SELLING GROUP AGREEMENT OR OTHER AGREEMENT WITH US.
15. STATE SECURITIES QUALIFICATION
WE ACT SOLELY AS AGENT FOR THE FUNDS AND ARE NOT RESPONSIBLE FOR QUALIFYING THE
FUNDS OR THEIR SHARES FOR SALE IN ANY JURISDICTION. UPON WRITTEN REQUEST WE
WILL PROVIDE YOU WITH A LIST OF THE JURISDICTIONS IN WHICH THE FUNDS OR THEIR
SHARES ARE QUALIFIED FOR SALE.
WE ALSO ARE NOT RESPONSIBLE FOR THE ISSUANCE, FORM, VALIDITY, ENFORCEABILITY OR
VALUE OF FUND SHARES.
16. REPRESENTATIONS
A. YOU REPRESENT THAT (A) YOU ARE A PROPERLY REGISTERED OR LICENSED BROKER OR
DEALER UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND REGULATIONS AND
ARE COMPLYING WITH AND WILL CONTINUE TO COMPLY WITH ALL APPLICABLE FEDERAL AND
STATE LAWS, RULES AND REGULATIONS, (B) YOU ARE A MEMBER OF THE NASD, (C) YOUR
MEMBERSHIP WITH THE NASD IS NOT CURRENTLY SUSPENDED OR TERMINATED AND (D) TO
THE EXTENT YOU OFFER ANY CLASS 529 SHARES, YOU ARE PROPERLY REGISTERED TO OFFER
SUCH SHARES. YOU AGREE
TO NOTIFY US IMMEDIATELY IF ANY OF THE FOREGOING REPRESENTATIONS IS NO LONGER
TRUE TO A MATERIAL EXTENT.
B. WE REPRESENT THAT (A) WE ARE ACTING AS AN UNDERWRITER WITHIN THE MEANING OF THE APPLICABLE RULES OF THE NASD AND ARE COMPLYING WITH AND WILL CONTINUE TO COMPLY WITH ALL APPLICABLE FEDERAL AND STATE LAWS, RULES AND REGULATIONS, (B) WE ARE A MEMBER OF THE NASD AND (C) OUR MEMBERSHIP WITH THE NASD IS NOT CURRENTLY SUSPENDED OR TERMINATED. WE AGREE TO NOTIFY YOU IMMEDIATELY IF ANY OF THE FOREGOING REPRESENTATIONS IS NO LONGER TRUE TO A MATERIAL EXTENT.
17. CONFIDENTIALITY
EACH PARTY TO THIS AGREEMENT AGREES TO MAINTAIN ALL INFORMATION RECEIVED FROM THE OTHER PARTY PURSUANT TO THIS AGREEMENT IN CONFIDENCE, AND EACH PARTY AGREES NOT TO USE ANY SUCH INFORMATION FOR ANY PURPOSE, OR DISCLOSE ANY SUCH INFORMATION TO ANY PERSON, EXCEPT AS PERMITTED BY APPLICABLE LAWS, RULES AND REGULATIONS. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
18. TERMINATION
EITHER OF US MAY CANCEL THIS AGREEMENT AT ANY TIME BY WRITTEN NOTICE TO THE OTHER.
19. NOTICES
ALL COMMUNICATIONS TO US SHOULD BE SENT TO THE ABOVE ADDRESS. ANY NOTICE TO YOU SHALL BE DULY GIVEN IF MAILED OR SENT BY OVERNIGHT COURIER TO YOU AT THE ADDRESS SPECIFIED BY YOU BELOW.
* * * * *
EXECUTE THIS AGREEMENT IN DUPLICATE AND RETURN ONE OF THE DUPLICATE ORIGINALS TO US FOR OUR FILE. THIS AGREEMENT (I) MAY BE AMENDED BY NOTIFICATION FROM US AND ORDERS RECEIVED FOLLOWING SUCH NOTIFICATION SHALL BE DEEMED TO BE AN ACCEPTANCE OF ANY SUCH AMENDMENT AND (II) SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
VERY TRULY YOURS,
AMERICAN FUNDS DISTRIBUTORS, INC.
BY
KEVIN G. CLIFFORD
PRESIDENT
ACCEPTED
FIRM
BY
PRINT NAME ____________________________________
TITLE __________________________________________
ADDRESS:
DATE:
SCHEDULE A
MAY 15, 2002
(SUPERSEDES SCHEDULE A DATED JANUARY 1, 2002)
A B C 529-A 529-B 529-C 529-E CATEGORY 1 AMCAP FUND - - - - - - - AMERICAN BALANCED FUND - - - - - - - AMERICAN MUTUAL FUND - - - - - - - CAPITAL INCOME BUILDER - - - - - - - CAPITAL WORLD GROWTH - - - - - - - AND INCOME FUND EUROPACIFIC GROWTH FUND - - - - - - - FUNDAMENTAL INVESTORS - - - - - - - GROWTH FUND OF AMERICA - - - - - - - INCOME FUND OF AMERICA - - - - - - - INVESTMENT COMPANY OF AMERICA - - - - - - - NEW ECONOMY FUND - - - - - - - NEW PERSPECTIVE FUND - - - - - - - NEW WORLD FUND - - - - - - - SMALLCAP WORLD FUND - - - - - - - WASHINGTON MUTUAL INVESTORS FUND - - - - - - - CATEGORY 2 AMERICAN HIGH-INCOME TRUST - - - - - - - AMERICAN HIGH-INCOME MUNICIPAL - - - NA NA NA NA BOND FUND BOND FUND OF AMERICA - - - - - - - CAPITAL WORLD BOND FUND - - - - - - - INTERMEDIATE BOND FUND OF AMERICA - - - - - - - LIMITED TERM TAX-EXEMPT - - - NA NA NA NA BOND FUND OF AMERICA TAX-EXEMPT BOND FUND OF AMERICA - - - NA NA NA NA TAX-EXEMPT FUND OF CALIFORNIA - - - NA NA NA NA TAX-EXEMPT FUND OF MARYLAND - - - NA NA NA NA TAX-EXEMPT FUND OF VIRGINIA - - - NA NA NA NA U.S. GOVERNMENT SECURITIES FUND - - - - - - - CATEGORY 3 CASH MANAGEMENT TRUST OF AMERICA - X X - X X - TAX-EXEMPT MONEY FUND OF AMERICA - NA NA NA NA NA NA U.S. TREASURY MONEY FUND OF AMERICA - NA NA NA NA NA NA R-1 R-2 R-3 R-4 R-5 CATEGORY 1 AMCAP FUND - - - - - AMERICAN BALANCED FUND - - - - - AMERICAN MUTUAL FUND - - - - - CAPITAL INCOME BUILDER - - - - - CAPITAL WORLD GROWTH - - - - - AND INCOME FUND EUROPACIFIC GROWTH FUND - - - - - FUNDAMENTAL INVESTORS - - - - - GROWTH FUND OF AMERICA - - - - - INCOME FUND OF AMERICA - - - - - INVESTMENT COMPANY OF AMERICA - - - - - NEW ECONOMY FUND - - - - - NEW PERSPECTIVE FUND - - - - - NEW WORLD FUND - - - - - SMALLCAP WORLD FUND - - - - - WASHINGTON MUTUAL INVESTORS FUND - - - - - CATEGORY 2 AMERICAN HIGH-INCOME TRUST - - - - - AMERICAN HIGH-INCOME MUNICIPAL NA NA NA NA NA BOND FUND BOND FUND OF AMERICA - - - - - CAPITAL WORLD BOND FUND - - - - - INTERMEDIATE BOND FUND OF AMERICA - - - - - LIMITED TERM TAX-EXEMPT NA NA NA NA NA BOND FUND OF AMERICA TAX-EXEMPT BOND FUND OF AMERICA NA NA NA NA NA TAX-EXEMPT FUND OF CALIFORNIA NA NA NA NA NA TAX-EXEMPT FUND OF MARYLAND NA NA NA NA NA TAX-EXEMPT FUND OF VIRGINIA NA NA NA NA NA U.S. GOVERNMENT SECURITIES FUND - - - - - CATEGORY 3 CASH MANAGEMENT TRUST OF AMERICA - - - - - TAX-EXEMPT MONEY FUND OF AMERICA NA NA NA NA NA U.S. TREASURY MONEY FUND OF AMERICA - - - - - |
NOTES AND SYMBOLS
CLASS F AND CLASS 529-F SHARES ARE AVAILABLE PURSUANT TO A SEPARATE AGREEMENT.
- SHARE CLASS IS AVAILABLE.
X SHARE CLASS IS AVAILABLE FOR EXCHANGES ONLY.
NA SHARE CLASS IS NOT AVAILABLE.
[logo - American Funds (sm)]
AMERICAN FUNDS DISTRIBUTORS, INC.
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-9900, ext. 4
Form of bank selling group agreement
Ladies and Gentlemen:
We have entered into a principal underwriting agreement with each Fund in The American Funds Group (Funds) under which we are appointed exclusive agent for the sale of shares. You have indicated that you wish to act as agent for your customers in connection with the purchase, sale and redemption of shares of the Funds as are qualified for sale in your state. We agree to honor your request, subject to the terms set forth below. In addition, we are the distributor of CollegeAmerica (Program), a college savings program as described in Section 529 of the Internal Revenue Code.
1. AUTHORIZATION
In placing orders for the purchase and sale of shares of the Funds, you will be acting as agent for your customers. We shall execute transactions for each of your customers only upon your authorization, at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. The offering Prospectuses and this Agreement set forth the terms applicable to sales of shares of the Funds through you and all other representations or documents are subordinate. You understand that Class 529 shares of the Funds are available only as underlying investments through the Program.
2. COMPENSATION ON SALES OF CLASS A SHARES AND CLASS 529-A SHARES
a. On each purchase order for Class A shares and Class 529-A shares of Funds listed in Category 1 on the attached Schedule A that is accepted by us and for which you are responsible, you will be paid compensation as follows:
PURCHASES COMPENSATION AS SALES CHARGE PERCENTAGE OF AS PERCENTAGE OFFERING PRICE OF OFFERING PRICE Less than $25,000 5.00% 5.75% $25,000 but less than $50,000 4.25% 5.00% $50,000 but less than $100,000 3.75% 4.50% $100,000 but less than $250,000 2.75% 3.50% $250,000 but less than $500,000 2.00% 2.50% $500,000 but less than $750,000 1.60% 2.00% $750,000 but less than 1.20% 1.50% $1,000,000 $1,000,000 or more See below None |
B. On each purchase order for Class A shares and Class 529-A shares of Funds listed in Category 2 on the attached Schedule A that is accepted by us and for which you are responsible, you will be paid the same compensation indicated above except as follows:
PURCHASES COMPENSATION AS SALES CHARGE PERCENTAGE OF AS PERCENTAGE OFFERING PRICE OF OFFERING PRICE Less than $100,000 3.00% 3.75% |
C.For purchase orders of Class A shares and Class 529-A shares for which you are responsible, a) amounting to $1 million or more, b) made to employer-sponsored defined contribution-type retirement plans that qualify to invest at net asset value under the terms of the Fund Prospectuses, or c) made at net asset value to endowments and foundations with assets of $50 million or more, you will be paid compensation of 1.00% on sales to $4 million, plus 0.50% on amounts over $4 million up to $10 million, plus 0.25% on amounts over $10 million. No compensation is paid on any other sales of shares at net asset value, except that compensation may be paid on sales of fund shares to accounts managed by affiliates of The Capital Group Companies, Inc. as set forth in this Agreement. Sales of shares of Washington Mutual Investors Fund below $1 million made in connection with certain accounts established before September 1, 1969 are subject to reduced compensation and sales charges as described in the Washington Mutual Investors Fund Prospectus. With respect to sales of shares of any tax-exempt fund, the compensation schedule for sales of shares to endowments and foundations or retirement plans of organizations with assets of $50 million or more is inapplicable. The schedules of sales charges above apply to single purchases, concurrent purchases of two or more of the Funds (except those listed in Category 3 on the attached Schedule A), and purchases made under a statement of intention and pursuant to the right of accumulation, both of which are described in the Prospectuses.
D. On each purchase order for Class A shares and Class 529-A shares of Funds listed in Category 3 on the attached Schedule A, no compensation will be paid.
3. COMPENSATION ON SALES OF CLASS B SHARES AND CLASS 529-B SHARES
A.On purchase orders for Class B shares and Class 529-B shares of Funds listed in Category 1 and Category 2 on the attached Schedule A that are accepted by us and for which you are responsible, you will be paid:
- compensation of 3.75% of the amount invested, plus
- an immediate service fee of 0.25% of the amount invested.
B. On purchase orders for Class B shares and Class 529-B shares of Funds listed in Category 3 on the attached Schedule A, no compensation will be paid.
4. ONGOING SERVICE FEES FOR CLASS A, CLASS 529-A, CLASS B AND CLASS 529-B SHARES
We are also authorized to pay you continuing service fees each quarter with respect to the Class A, Class 529-A, Class B and Class 529-B shares of all the Funds to compensate you for providing certain services to your clients, subject to your compliance with the following terms, which may be revised by us from time to time. Your eligibility to continue receiving this compensation will be evaluated periodically, and your failure to comply with the terms below may result in our discontinuing service fee payments to you. Initial qualification does not assure continued participation, and this service fee program may be amended or terminated by us at any time as indicated below.
A. You agree to cooperate as requested with programs that we provide to enhance shareholder service. You also agree to assume an active role in providing shareholder services such as processing purchase and redemption transactions, establishing shareholder accounts, and providing certain information and assistance with respect to the Funds. Redemption levels of shareholder accounts assigned to you will be considered in evaluating your continued participation in this service fee program.
B. You agree to support our marketing efforts by granting reasonable requests for visits to your offices by our wholesalers and, to the extent applicable, by including all Funds covered by this Agreement on your "approved" list.
C. You agree to assign an individual to each shareholder account on your books and to reassign the account should that individual no longer be assigned to the account. You agree to instruct each such individual to regularly contact shareholders having accounts so assigned.
D. You agree to pass through either directly or indirectly to the individual(s) assigned to such accounts a share of the service fees paid to you pursuant to this Agreement. You recognize that the service fee is intended to compensate the individual for providing, and encourage the individual to continue to provide, service to the account holder.
E. You acknowledge that (i) all service fee payments are subject to the limitations contained in each Fund's Plan of Distribution and may be varied or discontinued at any time, (ii) in order to receive a service fee for a particular quarter, the fee must amount to at least $100, and (iii) no service fees will be paid on shares purchased under the net asset value purchase privilege as described in the Funds' statements of additional information.
F. On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in Category 1 and Category 2 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:
ANNUAL SERVICE FEE RATE
Shares with a first anniversary of purchase before 7-1-88* 0.15% Shares with a first anniversary of purchase on or after 7-1-88 0.25% Shares of state-specific tax-exempt funds 0.25% |
G. On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in Category 3 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:
ANNUAL SERVICE FEE RATE
All Shares 0.15%
5. COMPENSATION ON SALES OF CLASS C SHARES AND CLASS 529-C SHARES
A. On purchase orders for Class C shares and Class 529-C shares of Funds listed in Category 1 and Category 2 on the attached Schedule A that are accepted by us and for which you are responsible, we will pay you:
- compensation of 0.75% of the amount invested, plus
- an immediate service fee of 0.25% of the amount invested.
B. In addition, we will pay you ongoing compensation on a quarterly basis at the annual rate of 1.00% of the average daily net asset value of Class C shares and Class 529-C shares of Funds listed in Category 1, Category 2 and Category 3 on the attached Schedule A that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund's Plan of Distribution and may be varied or discontinued at any time.
*Except U.S. Government Securities Fund, which pays service fees at the 0.25% rate on all shares held at least 12 months
6. COMPENSATION ON SALES OF CLASS 529-E SHARES
We will pay you ongoing compensation on a quarterly basis at the annual rate of 0.50% of the average daily net asset value of Class 529-E shares of Funds listed in Category 1, Category 2 and Category 3 on the attached Schedule A that are held in an account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund's Plan of Distribution and may be varied or discontinued at any time.
7. RETIREMENT PLAN SHARE CLASSES (R SHARES) AND ACCOUNT OPTIONS (FOR RETIREMENT PLANS ONLY)
A. We will pay you ongoing compensation on a quarterly basis, at the applicable annual rate set forth below, of the average daily net asset value of R shares of Funds listed in Category 1, Category 2 and Category 3 on the attached Schedule A that are held in a retirement plan (Plan) account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund's Plan of Distribution and may be varied or discontinued at any time. We expect that you will maintain one account for each of your Plan customers on the books of the Funds.
R SHARE CLASS ANNUAL COMPENSATION RATE Class R-1 1.00% Class R-2 0.75% Class R-3 0.50% Class R-4 0.25% Class R-5 No compensation paid |
B. If you hold Plan accounts in an omnibus account (I.E., multiple Plans in one account on the books of the Funds), Plans that are added to the omnibus account after May 15, 2002 may invest only in R shares, and you must execute an Omnibus Addendum to the Selling Group Agreement, which you can obtain by calling our Dealer Support department, extension 34222.
8. ORDER PROCESSING
Any order by you for the purchase of shares of the respective Funds through us shall be accepted at the time when it is received by us (or any clearinghouse agency that we may designate from time to time), and at the offering and sale price next determined, unless rejected by us or the respective Funds. In addition to the right to reject any order, the Funds have reserved the right to withhold shares from sale temporarily or permanently. We will not accept any order from you that is placed on a conditional basis or subject to any delay or contingency prior to execution. The procedure relating to the handling of orders shall be subject to instructions that we shall forward from time to time to all members of the Selling Group. The shares purchased will be issued by the respective Funds only against receipt of the purchase price, in collected New York or Los Angeles Clearing House funds subject to deduction of all compensation on such sale (reallowance of any compensation to which you are entitled on purchases at net asset value will be paid through our direct purchase compensation system). If payment for the shares purchased is not received within three days after the date of confirmation the sale may be cancelled forthwith, by us or by the respective Funds, without any responsibility or liability on our part or on the part of the Funds, and we and/or the respective Funds may hold you responsible for any loss, expense, liability or damage, including loss of profit suffered by us and/or the respective Funds resulting from your delay or failure to make payment as aforesaid.
9. TIMELINESS OF SUBMITTING ORDERS
You are obliged to date and indicate the time of receipt of all orders you receive from your customers and to transmit promptly all orders to us in time to provide for processing at the price next determined after receipt by you, in accordance with the Prospectuses. You are not to withhold placing with us orders received from any customers for the purchase of shares. You shall not purchase shares through us except for the purpose of covering purchase orders already received by you, or for your bona fide investment.
10. REPURCHASE OF SHARES
If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full compensation paid to you on the original sale.
11. PROCESSING REDEMPTION REQUESTS
You shall not purchase any share of any of the Funds from a record holder at a price lower than the net asset value next determined by or for the Funds' shares. You shall, however, be permitted to sell any shares for the account of a shareholder of the Funds at the net asset value currently quoted by or for the Funds' shares, and may charge a fair service fee for handling the transaction provided you disclose the fee to the record owner.
12. PROSPECTUSES AND MARKETING MATERIALS
We shall furnish you without charge reasonable quantities of offering Prospectuses (including any supplements currently in effect) current shareholder reports of the Funds, and sales materials issued by us from time to time. In the purchase of shares through us, you are entitled to rely only on the information contained in the offering Prospectus(es). You may not publish any advertisement or distribute sales literature or other written material to the public that makes reference to us or any of the Funds (except material that we furnished to you) without our prior written approval.
13. EFFECT OF PROSPECTUS
This Agreement is in all respects subject to statements regarding the sale and repurchase or redemption of shares made in offering Prospectuses of the Funds, which shall control and override any provision to the contrary in this Agreement.
14. RELATIONSHIP OF PARTIES
You shall make available shares of the Funds only through us. In no transaction (whether of purchase or sale) shall you have any authority to act as agent for, partner of, or participant in a joint venture with us or with the Funds or any other entity having either a Bank Selling Group Agreement or other Agreement with us.
15. STATE SECURITIES QUALIFICATION
We act solely as agent for the Funds and are not responsible for qualifying the Funds or their shares for sale in any jurisdiction. Upon written request we will provide you with a list of the jurisdictions in which the Funds or their shares are qualified for sale. We also are not responsible for the issuance, form, validity, enforceability or value of Fund shares.
16. REPRESENTATIONS
A. You represent that (1) you are (a) a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations, a member of the National Association of Securities Dealers, Inc. (NASD), and your membership with the NASD is not currently suspended or terminated or (b) a "bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (or other financial institution) and not otherwise required to register as a broker or dealer under such Act or any state laws; (2) you are complying with and will continue to comply with all applicable federal and state laws, rules and regulations; and (3) to the extent you offer any Class 529 shares, you are permitted by applicable law to offer such shares. You agree to notify us immediately if any of the foregoing representations is no longer true to a material extent. You also agree that, if you are a bank or other financial institution as set forth above, you will comply with the applicable rules of the NASD, that you will maintain adequate records with respect to your customers and their transactions, and that such transactions will be without recourse against you by your customers. We recognize that, in addition to applicable provisions of state and federal securities laws, you may be subject to the provisions of other laws governing, among other things, the conduct of activities by federal and state-chartered and supervised financial institutions and their affiliated organizations. Because you will be the only entity having a direct relationship with the customer in connection with securities purchases hereunder, you will be responsible in that relationship for insuring compliance with all applicable federal and state laws, rules and regulations relating to securities purchases hereunder.
B. We represent that (a) we are acting as an underwriter within the meaning of the applicable rules of the NASD and are complying with and will continue to comply with all applicable federal and state laws, rules and regulations, (b) we are a member of the NASD and (c) our membership with the NASD is not currently suspended or terminated. We agree to notify you immediately if any of the foregoing representations is no longer true to a material extent.
17. CONFIDENTIALITY
Each party to this Agreement agrees to maintain all information received from the other party pursuant to this Agreement in confidence, and each party agrees not to use any such information for any purpose, or disclose any such information to any person, except as permitted by applicable laws, rules and regulations. This provision shall survive the termination of this Agreement.
18. TERMINATION
Either of us may cancel this Agreement at any time by written notice to the other.
19. NOTICES
All communications to us should be sent to the above address. Any notice to you shall be duly given if mailed or sent by overnight courier to you at the address specified by you below.
* * * * *
Execute this Agreement in duplicate and return one of the duplicate originals to us for our file. This Agreement (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment and (ii) shall be construed in accordance with the laws of the State of California.
Very truly yours,
American Funds Distributors, Inc.
By
Kevin G. Clifford
President
Accepted
Firm
By
Print Name _____________________________________
Title __________________________________________
Address:
Date:
Schedule A
May 15, 2002
(supersedes Schedule A dated January 1, 2002)
A B C 529-A 529-B 529-C 529-E CATEGORY 1 AMCAP Fund - - - - - - - American Balanced Fund - - - - - - - American Mutual Fund - - - - - - - Capital Income Builder - - - - - - - Capital World Growth - - - - - - - and Income Fund EuroPacific Growth Fund - - - - - - - Fundamental Investors - - - - - - - Growth Fund of America - - - - - - - Income Fund of America - - - - - - - Investment Company of America - - - - - - - New Economy Fund - - - - - - - New Perspective Fund - - - - - - - New World Fund - - - - - - - SMALLCAP World Fund - - - - - - - Washington Mutual Investors Fund - - - - - - - CATEGORY 2 American High-Income Trust - - - - - - - American High-Income - - - na na na na Municipal Bond Fund Bond Fund of America - - - - - - - Capital World Bond Fund - - - - - - - Intermediate Bond Fund of America - - - - - - - Limited Term Tax-Exempt - - - na na na na Bond Fund of America Tax-Exempt Bond Fund of America - - - na na na na Tax-Exempt Fund of California - - - na na na na Tax-Exempt Fund of Maryland - - - na na na na Tax-Exempt Fund of Virginia - - - na na na na U.S. Government Securities Fund - - - - - - - CATEGORY 3 Cash Management Trust of America - X X - X X - Tax-Exempt Money Fund of America - na na na na na na U.S. Treasury Money - na na na na na na Fund of America R-1 R-2 R-3 R-4 R-5 CATEGORY 1 AMCAP Fund - - - - - American Balanced Fund - - - - - American Mutual Fund - - - - - Capital Income Builder - - - - - Capital World Growth - - - - - and Income Fund EuroPacific Growth Fund - - - - - Fundamental Investors - - - - - Growth Fund of America - - - - - Income Fund of America - - - - - Investment Company of America - - - - - New Economy Fund - - - - - New Perspective Fund - - - - - New World Fund - - - - - SMALLCAP World Fund - - - - - Washington Mutual Investors Fund - - - - - CATEGORY 2 American High-Income Trust - - - - - American High-Income na na na na na Municipal Bond Fund Bond Fund of America - - - - - Capital World Bond Fund - - - - - Intermediate Bond Fund of America - - - - - Limited Term Tax-Exempt na na na na na Bond Fund of America Tax-Exempt Bond Fund of America na na na na na Tax-Exempt Fund of California na na na na na Tax-Exempt Fund of Maryland na na na na na Tax-Exempt Fund of Virginia na na na na na U.S. Government Securities Fund - - - - - CATEGORY 3 Cash Management Trust of America - - - - - Tax-Exempt Money Fund of America na na na na na U.S. Treasury Money - - - - - Fund of America |
NOTES AND SYMBOLS
CLASS F AND CLASS 529-F SHARES ARE AVAILABLE PURSUANT TO A SEPARATE AGREEMENT.
- SHARE CLASS IS AVAILABLE.
X SHARE CLASS IS AVAILABLE FOR EXCHANGES ONLY.
na SHARE CLASS IS NOT AVAILABLE.
[LOGO - AMERICAN FUNDS (SM)]
AMERICAN FUNDS DISTRIBUTORS, INC.
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-9900, ext. 4
Form of omnibus addendum to the
Selling group agreement
(for retirement plan share classes (R shares) only)
Ladies and Gentlemen:
This Omnibus Addendum (Addendum) to the Selling Group Agreement (Agreement/1/) into which we previously entered is made by and between you and American Funds Distributors, Inc. as of the date indicated below. This Addendum constitutes the agreement between you and us in respect of your holding retirement plan (Plan) accounts in an omnibus account on the books of the Funds. All terms of the Agreement and of addenda to the Agreement dated on or prior to the date of this Addendum continue in full force and effect. If any provision of the Agreement or any addenda to the Agreement is inconsistent with this Addendum, this Addendum shall supersede such other provisions.
REQUIREMENTS TO MAINTAIN RETIREMENT PLAN OMNIBUS ACCOUNTS
A. In order for you to hold Plan accounts in an omnibus account on the books of the Funds, you agree to provide us with the following information, current as of the end of each calendar month, and in a manner and format satisfactory to us, for each Plan account in the omnibus account within fifteen (15) calendar days following the end of such month:
1. Plan's name
2. Selling representative's name
3. Selling representative's number
4. Selling representative's street address, city, state and zip code
5. Selling representative's branch number
6. Name of selling representative's affiliated firm
7. Dollar amount of investments to American Funds during the month (Include investments from mapped takeover assets, participant contributions and employer contributions. Do not include participant-initiated transactions that result in (i) asset movement between American Funds or (ii) investments to American Funds from other mutual fund families.)
8. Dollar amount of redemptions from American Funds during the month (Include redemptions or distributions due to a participant's separation of service or the removal of an American Fund as an investment option within the Plan. Do not include participant-initiated transactions that result in (i) asset movement between American Funds or (ii) asset movement from American Funds to other mutual fund families.)
Please note that if you are an institution that conducts retirement plan business through only one branch and has no representatives (such as a bank), then you are required to provide only the information listed in items 1, 7 and 8 above.
/1/ Agreement means the Selling Group Agreement, Bank Selling Group Agreement, or Institutional Selling Group Agreement, as the case may be, into which we previously entered.
B. If you provide third parties with trading or clearing services, you may not give such third parties access to the Funds without our written consent. Should you hold Plan accounts in an omnibus account, failure to comply with the requirements set forth above will constitute a breach of the Agreement, thereby giving us the right to terminate the Agreement.
* * * * *
Execute this Addendum in duplicate and return one of the duplicate originals to us for our file. This Addendum (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment and (ii) shall be construed in accordance with the laws of the State of California.
Very truly yours,
American Funds Distributors, Inc.
By
Kevin G. Clifford
President
Accepted
Firm
By
Officer or Partner
Address:
Date:
[logo - American Funds Distributors (r)]
AMERICAN FUNDS DISTRIBUTORS
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-9900, ext. 4
INSTITUTIONAL SELLING GROUP AGREEMENT
Ladies and Gentlemen:
We have entered into a principal underwriting agreement with each Fund in The American Funds Group (Funds) under which we are appointed exclusive agent for the sale of shares. You have indicated that you wish to act as agent for your customers in connection with the purchase, sale and redemption of shares of the Funds as are qualified for sale in your state. We agree to honor your request, subject to the terms of this Selling Group Agreement (Agreement) set forth below.
1. AUTHORIZATION
As a member of a group of firms authorized to make shares of the Funds available to institutional customers (Selling Group), you will make shares of the Funds available only to retirement plans of entities that have retirement plan assets of at least $50 million (Plans). In placing orders for the purchase and sale of shares of the Funds, you will be acting as agent for your customers. We shall execute transactions for each of your customers only upon your authorization, at the regular public price currently determined by the respective Funds in the manner described in their offering prospectuses (Prospectuses). This Agreement on your part runs to us and to the respective Funds and is for the benefit of and enforceable by each. The offering Prospectuses and this Agreement set forth the terms applicable to sales of shares of the Funds through you and all other representations or documents are subordinate.
2. COMPENSATION ON CLASS A SHARES
In consideration of your acting as agent for your customers in connection with
the purchase and redemption of Fund shares and to compensate you for providing
certain services to your customers, we will pay you compensation as described
below, subject to your compliance with the following terms. Your eligibility to
continue receiving this compensation will be evaluated periodically, and your
failure to comply with the terms below may result in our discontinuing ongoing
payments to you. Initial qualification does not assure continued
participation, and the payment of this compensation is subject to the
limitations contained in each Fund's Plan of Distribution and may be varied or
discontinued by us at any time.
a. You agree to cooperate as requested with programs that we provide to enhance
shareholder service. You also agree to assume an active role in providing
shareholder services such as processing purchase and redemption transactions,
establishing shareholder accounts, and providing certain information and
assistance with respect to the Funds.
May 2002
b. You agree to support our marketing efforts by granting reasonable requests for visits to your offices by our wholesalers and, to the extent applicable, by including all Funds covered by this Agreement on your "approved" list.
c. You agree to assign an individual to each Plan account on your books and to reassign the account should that individual no longer be assigned to the account. You agree to instruct each such individual to regularly contact shareholders having accounts so assigned.
d. You agree to pass through either directly or indirectly to the individual(s) assigned to such accounts a share of the compensation paid to you pursuant to this Agreement. You recognize that payments under this Agreement are intended to compensate the individual for providing, and encourage the individual to continue to provide, service to the account holder.
e. You acknowledge that (i) all compensation is subject to the limitations contained in each Fund's Plan of Distribution and may be varied or discontinued at any time, (ii) in order to receive a payment for a particular month, the payment must amount to at least $100, and (iii) no compensation will be paid on shares purchased under the net asset value purchase privilege as described in the Funds' statements of additional information.
f. You will be paid a monthly fee in respect of Class A shares of Funds held in accounts that are assigned to you. The fee shall be the product of the average daily net asset value of Class A shares of Funds in Category 1 and Category 2 on the attached Schedule A held in such accounts for the applicable month multiplied by one-twelfth of 0.25%. The rate for Class A shares of Funds in Category 3 on the attached Schedule A shall be one-twelfth of 0.15%.
3. RETIREMENT PLAN SHARE CLASSES (R SHARES) AND ACCOUNT OPTIONS (FOR RETIREMENT PLANS ONLY)
a. We will pay you ongoing compensation on a quarterly basis, at the applicable annual rate set forth below, of the average daily net asset value of R shares of Funds listed in Category 1, Category 2 and Category 3 on the attached Schedule A that are held in a Plan account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund's Plan of Distribution and may be varied or discontinued at any time. We expect that you will maintain one account for each of your Plan customers on the books of the Funds.
R SHARE CLASS ANNUAL COMPENSATION RATE Class R-1 1.00% Class R-2 0.75% Class R-3 0.50% Class R-4 0.25% Class R-5 No compensation paid |
b. If you hold Plan accounts in an omnibus account (I.E., multiple Plans in one account on the books of the Funds), Plans that are added to the omnibus account after May 15, 2002 may invest only in R shares, and you must execute an Omnibus Addendum to the Selling Group Agreement, which you can obtain by calling our Dealer Support department, extension 34222.
4. ORDER PROCESSING
Any order by you for the purchase of shares of the respective Funds through us shall be accepted at the time when it is received by us (or any clearinghouse agency that we may designate from time to time), and at the offering and sale price next determined, unless rejected by us or the respective Funds. In addition to the right to reject any order, the Funds have reserved the right to withhold shares from sale temporarily or permanently. We will not accept any order from you that is placed on a conditional basis or subject to any delay or contingency prior to execution. The procedure relating to the handling of orders shall be subject to instructions that we shall forward from time to time to all members of the Selling Group. The shares purchased will be issued by the respective Funds only against receipt of the purchase price, in collected New York or Los Angeles Clearing House funds. If payment for the shares purchased is not received within three days after the date of confirmation the sale may be cancelled forthwith, by us or by the respective Funds, without any responsibility or liability on our part or on the part of the Funds, and we and/or the respective Funds may hold you responsible for any loss, expense, liability or damage, including loss of profit suffered by us and/or the respective Funds, resulting from your delay or failure to make payment as aforesaid. If this section conflicts with provisions of any operational agreement you have with any of our affiliates, such operational agreement shall control.
5. TIMELINESS OF SUBMITTING ORDERS
You are obliged to date and indicate the time of receipt of all orders you receive from your customers and to transmit promptly all orders to us in time to provide for processing at the price next determined after receipt by you, in accordance with the Prospectuses. You are not to withhold placing with us orders received from any customers for the purchase of shares. You shall not purchase shares through us except for the purpose of covering purchase orders already received by you, or for your bona fide investment.
6. REPURCHASE OF SHARES
If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full compensation paid to you on the original sale.
7. PROCESSING REDEMPTION REQUESTS
You shall not purchase any share of any of the Funds from a record holder at a price lower than the net asset value next determined by or for the Funds' shares. You shall, however, be permitted to sell any shares for the account of a shareholder of the Funds at the net asset value currently quoted by or for the Funds' shares, and may charge a fair service fee for handling the transaction provided you disclose the fee to the record owner.
8. PROSPECTUSES AND MARKETING MATERIALS
We shall furnish you without charge reasonable quantities of offering Prospectuses (including any supplements currently in effect), current shareholder reports of the Funds, and sales materials issued by us from time to time. In the purchase of shares through us, you are entitled to rely only on the information contained in the offering Prospectus(es). You may not publish any advertisement or distribute sales literature or other written material to the public that makes reference to us or any of the Funds (except material that we furnished to you) without our prior written approval.
9. EFFECT OF PROSPECTUS
This Agreement is in all respects subject to statements regarding the sale and repurchase or redemption of shares made in offering Prospectuses of the Funds, which shall control and override any provision to the contrary in this Agreement.
10. RELATIONSHIP OF PARTIES
You shall make available shares of the Funds only through us. In no transaction (whether of purchase or sale) shall you have any authority to act as agent for, partner of, or participant in a joint venture with us or with the Funds or any other entity having either a Selling Group Agreement or other agreement with us.
11. STATE SECURITIES QUALIFICATION
We act solely as agent for the Funds and are not responsible for qualifying the Funds or their shares for sale in any jurisdiction. Upon written request we will provide you with a list of the jurisdictions in which the Funds or their shares are qualified for sale. We also are not responsible for the issuance, form, validity, enforceability or value of Fund shares.
12. REPRESENTATIONS
a. You represent that you are (a) a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations and are complying with and will continue to comply with all applicable federal and state laws, rules and regulations; a member of the National Association of Securities Dealers, Inc. (NASD); and your membership with the NASD is not currently suspended or terminated; or (b) a "bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (or other financial institution) and not otherwise required to register as a broker or dealer under such Act or any state laws. You agree to notify us immediately in writing if any of the foregoing representations ceases to be true to a material extent. You also agree that, if you are a bank or other financial institution as set forth above, you will comply with the applicable rules of the NASD, that you will maintain adequate records with respect to your customers and their transactions, and that such transactions will be without recourse against you by your customers. We recognize that, in addition to applicable provisions of state and federal securities laws, you may be subject to the provisions of other laws governing, among other things, the conduct of activities by federal- and state-chartered and supervised financial institutions and their affiliated organizations. Because you will be the only entity having a direct relationship with the customer in connection with securities purchases hereunder, you will be responsible in that relationship for ensuring compliance with all applicable federal and state laws, rules and regulations relating to securities purchases hereunder.
b. We represent that (a) we are acting as an underwriter within the meaning of the applicable rules of the NASD and are complying with and will continue to comply with all applicable federal and state laws, rules and regulations, (b) we are a member of the NASD and (c) our membership with the NASD is not currently suspended or terminated. We agree to notify you immediately in writing if any of the foregoing representations ceases to be true to a material extent.
13. CONFIDENTIALITY
Each party to this Agreement agrees to maintain all information received from the other party pursuant to this Agreement in confidence, and each party agrees not to use any such information for any purpose, or disclose any such information to any person, except as permitted by applicable laws, rules and regulations. This provision shall survive the termination of this Agreement.
14. TERMINATION
Either of us may cancel this Agreement at any time by written notice to the other.
15. NOTICES
All communications to us should be sent to the above address. Any notice to you shall be duly given if mailed or sent by overnight courier to you at the address specified by you below.
* * * * *
Execute this Agreement in duplicate and return one of the duplicate originals to us for our file. This Agreement (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment and (ii) shall be construed in accordance with the laws of the State of California.
Very truly yours,
AMERICAN FUNDS DISTRIBUTORS, INC.
By
Kevin G. Clifford
President
Address:
Date:
SCHEDULE A
January 15, 2001
(supersedes Schedule A dated
May 3, 1999)
CATEGORY 1 CATEGORY 2 AMCAP FUND AMCAP FUND AMERICAN BALANCED FUND BOND FUND OF AMERICA AMERICAN MUTUAL FUND CAPITAL WORLD BOND FUND CAPITAL INCOME BUILDER INTERMEDIATE BOND FUND OF AMERICA CAPITAL WORLD GROWTH AND INCOME FUND U.S. GOVERNMENT SECURITIES FUND EUROPACIFIC GROWTH FUND FUNDAMENTAL INVESTORS GROWTH FUND OF AMERICA INCOME FUND OF AMERICA INVESTMENT COMPANY OF AMERICA NEW ECONOMY FUND NEW PERSPECTIVE FUND NEW WORLD FUND SMALLCAP WORLD FUND WASHINGTON MUTUAL INVESTORS FUND CATEGORY 3 Cash Management Trust of America U.S. Treasury Money Fund of America |
Custodian Agreement
This Agreement is effective as of June 29, 2001, and between each of the investment companies and other pooled investment vehicles (which may be organized as corporations, business or other trusts, limited liability companies, partnerships or other entities) managed by Capital Research and Management Company and listed on APPENDIX A hereto, as such Appendix may be amended from time to time (each a "FUND"), and State Street Bank and Trust Company, a Massachusetts trust company with its principal place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the "CUSTODIAN").
Whereas, each Fund is or may be organized with one or more series of shares, each of which shall represent an interest in a separate investment portfolio of cash, securities and other assets;
Whereas, each Fund desires to appoint, in accordance with the provisions of the Investment Company Act of 1940, as amended (the "1940 ACT"), and the rules and regulations thereunder, the Custodian as custodian on behalf of itself or those of its existing or additional series of shares that are also listed on Appendix A hereto (each such listed investment portfolio being referred to hereinafter as a "PORTFOLIO"), and the Custodian has agreed to act as custodian under the terms and conditions hereinafter set forth;
Whereas, for administrative purposes only, each Fund wishes to evidence its individual agreement with the Custodian in a single instrument, notwithstanding each Fund's intention to be separately bound;
Witnesseth: That in consideration of the mutual covenants and agreements
hereinafter contained, each Fund and Custodian agree as follows:
Section 1. Employment of Custodian and Property to be Held by It
The Fund hereby employs the Custodian as the custodian for each Portfolio, and
the Custodian hereby accepts such employment on the terms and conditions
hereinafter set forth. The Fund, on behalf of each Portfolio, agrees to
deliver to the Custodian (a) all Financial Assets (as defined in Section 2) and
cash (collectively, "ASSETS"), belonging to each Portfolio, (b) all payments of
income, principal and other cash and non-cash distributions received by such
Portfolio in respect of Assets held hereunder, and (c) cash consideration
received by such Portfolio for new or treasury shares of the Fund ("SHARES")
issued or sold from time to time. The Custodian shall not be responsible for
any Assets of the Fund held or received by the Fund and not delivered to the
Custodian.
Section 2. Definitions
(a) "AFFILIATE" shall mean an entity controlling, controlled by, or under common control with, another entity.
(b) "AUTHORIZED PERSON" shall mean an employee or agent (including an investment adviser) designated by prior written notice from the Fund or its designated agent to act on behalf of the Fund hereunder. Such persons shall continue to be Authorized Persons until such time as the Custodian receives Instructions from the Fund or its designated agent that any such employee or agent is no longer an Authorized Person.
(c) "BOARD" shall mean a Fund's Board of Directors or equivalent body.
(d) "CERTIFICATED SECURITY" shall mean a Security that is represented by a certificate.
(e) "DIRECT PAPER" shall mean commercial paper of an issuer for which State Street Bank and Trust Company acts as issuing and paying agent.
(f) "DIRECT PAPER SYSTEM" shall mean the Direct Paper system of the Custodian.
(g) "DIRECT PAPER SYSTEM ACCOUNT" shall mean an account of the Custodian in the Direct Paper System, provided that such account shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers.
(h) "ELIGIBLE CONTRACT" shall mean a currently effective written contract between the Custodian and a subcustodian satisfying the requirements of paragraph (c)(2) of Rule 17f-5 (including any amendments thereto or successor provisions).
(i) "ELIGIBLE FOREIGN CUSTODIAN" shall have the meaning assigned thereto in Rule 17f-5 (and shall include any entity qualifying as such pursuant to an exemption, rule or other appropriate action of the U.S. Securities and Exchange Commission).
(j) "ELIGIBLE SECURITIES DEPOSITORY" shall have the meaning assigned thereto in Rule 17f-7 (and shall include any entity qualifying as such pursuant to an exemption, rule or other appropriate action of the U.S. Securities and Exchange Commission).
(k) "ENTITLEMENT HOLDER" shall mean the person on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary.
(l) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, including any amendments thereto or successor provisions.
(m) "FINANCIAL ASSET" shall have the meaning assigned thereto in Article 8 of the Uniform Commercial Code, which, as of the date hereof, generally means:
(i) a Security;
(ii) an obligation of a person or a share, participation or other interest in a person or property or enterprise of a person, which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; or
(iii) any property that is held by a Securities Intermediary for another person in a Securities account if the Securities Intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under Article 8 of the Uniform Commercial Code. As the context requires, the term means either the interest itself or the means by which a person's claim to it is evidenced, including a Certificated Security or an Uncertificated Security, a Security certificate, or a Security Entitlement. Financial Asset shall in no event mean cash.
(n) "FOREIGN ASSETS" shall have the meaning assigned thereto under Rule 17f-5, which, as of the date hereof, means any investments (including foreign currencies) for which the primary market is outside the United States, and any cash and cash equivalents that are reasonably necessary to effect the Fund's transactions in those investments.
(o) "INSTRUCTIONS" shall mean instructions of any Authorized Person received by the Custodian, via telephone, telex, facsimile transmission, bank wire or other teleprocess or electronic instruction or trade information system (which may include Internet-based systems involving appropriate testing and authentication) acceptable to the Custodian which the Custodian believes in good faith to have been given by, or under the direction of, Authorized Persons. The term "Instructions" includes, without limitation: (i) instructions to sell, assign, transfer, deliver, purchase or receive for the account of the Fund, any and all stocks, bonds and other Financial Assets or to transfer funds held on behalf of the Fund hereunder; and (ii) instructions received by the Custodian pursuant to any procedural agreement to which the Fund, the Custodian and a third party are parties and which requires a segregated account in accordance with Section 3.6. Instructions may be continuing instructions when deemed appropriate by the parties.
(p) "LOCAL PRACTICE" shall mean the customary securities trading or securities processing practices and procedures generally accepted by Institutional Investors in the jurisdiction or market in which the transaction occurs, including, without limitation:
(i) delivering Financial Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such securities from such purchaser or dealer;
(ii) delivering cash to a seller or a dealer (or an agent for such seller or dealer) against expectation of receiving later delivery of purchased Financial Assets; or
(iii) in the case of a purchase or sale effected through a securities system, in accordance with the rules governing the operation of such system.
(q) "INSTITUTIONAL INVESTOR" shall mean a major commercial bank, corporation, insurance company, or substantially similar institution, which, as a substantial part of its business operations, purchases and sells Financial Assets and makes use of global custodial services.
(r) "NASD" shall mean The National Association of Securities Dealers, Inc., including any successor self-regulatory organizations.
(s) "RULE 17F-5" shall mean rule 17f-5 under the 1940 Act, including any amendments thereto or successor rules.
(t) "RULE 17F-7" shall mean rule 17f-7 under the 1940 Act, including any amendments thereto or successor rules.
(u) "SEC" shall mean the U.S. Securities and Exchange Commission.
(v) "SECTION 17A" shall mean Section 17A of the Exchange Act, including any amendments thereto or successor provisions.
(w) "SECURITIES ENTITLEMENT" shall mean the rights and property interest of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code.
(x) "SECURITIES INTERMEDIARY" shall have the meaning assigned thereto in Article 8 of the Uniform Commercial Code, which, as of the date hereof, means the Custodian, a Subcustodian, a securities depository, clearing corporation or any other person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.
(y) "SECURITY" shall have the meaning assigned thereto in Article 8 of the Uniform Commercial Code, which, as of the date hereof, generally means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer:
(i) which is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;
(ii) which is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations; and
(iv) which:
(A) is, or is of a type, dealt in or traded on securities exchanges or securities markets; or
(B) is a medium for investment and by its terms expressly provides that it is a security governed by Article 8 of the Uniform Commercial Code.
(z) "SPECIAL INSTRUCTIONS" shall mean Instructions countersigned or confirmed in writing by the Treasurer or any Assistant Treasurer of the Fund or any other person designated by the Treasurer of the Fund in writing, which countersignature or confirmation shall be (i) included on the instrument containing the Instructions or on a separate instrument relating thereto, and
(ii) delivered by hand, facsimile transmission, mail or courier service or in such other manner as the applicable Fund and the Custodian agree in writing.
(aa) "SUBCUSTODIANS" shall mean the foreign banking institutions with which the Custodian has entered into Eligible Contracts and which are listed on SCHEDULE A hereto.
(bb) "UNCERTIFICATED SECURITY" shall mean a Security that is not represented by a certificate.
(cc) "UNIFORM COMMERCIAL CODE" shall mean the Uniform Commercial Code of The Commonwealth of Massachusetts, as amended from time to time.
(dd) "U.S. SECURITIES SYSTEM" shall mean a U.S.-based clearing agency registered with the SEC under Section 17A, which acts as a securities depository, or a book-entry system authorized by the U.S. Department of the Treasury and certain federal agencies.
(ee) "U.S. SECURITIES SYSTEM ACCOUNT" shall mean an account of the Custodian in a U.S. Securities System, provided that such account shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers.
Section 3. Duties of the Custodian with Respect to Property of the Fund Held Within the United States
Section 3.1 Bank Accounts; Cash Deposits. The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of the Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Fund, other than cash maintained by the Fund in a bank account established and used in accordance with Rule 17f-3 under the 1940 Act. Funds held by the Custodian for the Fund may be deposited by it to its credit as Custodian in the Banking Department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall be approved by vote of a majority of the Board of Directors. Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be able to be withdrawn by the Custodian only in that capacity.
Section 3.2 Financial Assets Held Directly. The Custodian shall hold and physically segregate for the account of the Fund all Financial Assets to be held by it, other than Financial Assets deposited with or maintained in (a) a U.S. Securities System, (b) the Direct Paper System, (c) an Eligible Foreign Custodian or (d) an Eligible Securities Depository.
Section 3.3 Deposit of Financial Assets in U.S. Securities Systems. The Custodian may deposit and/or maintain Financial Assets owned by the Fund in a U.S. Securities System in accordance with applicable Federal Reserve Board and SEC rules and regulations, if any, and subject to the following provisions:
(a) The records of the Custodian with respect to Financial Assets of the Fund which are maintained in the U.S. Securities System shall identify by book-entry those securities belonging to the Fund;
(b) The Custodian shall pay for Financial Assets purchased for the account of the Fund upon (i) receipt of advice from the U.S. Securities System that such Financial Assets have been transferred to the U.S. Securities System Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. The Custodian shall transfer Financial Assets sold for the account of the Fund upon (i) receipt of advice from the U.S. Securities System that payment for such Financial Assets has been transferred to the U.S. Securities System Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund. Copies of all advices from the U.S. Securities System of transfers of securities for the account of the Fund shall identify the Fund, be maintained for the Fund by the Custodian and be provided to the Fund at its request. Upon request, the Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund in the form of a written advice or notice and shall furnish to the Fund copies of daily transaction sheets reflecting each day's transactions in the U.S. Securities System for the account of the Fund;
(c) The Custodian shall provide the Fund with any report obtained by the Custodian on the U.S. Securities System's accounting system, internal accounting control and procedures for safeguarding securities deposited in the U.S. Securities System;
(d) The Custodian shall have received from the Fund the initial or annual certificate, as the case may be, required by Section 13 hereof;
(e) Anything to the contrary in this Agreement notwithstanding, the Custodian shall be liable to the Fund for any loss or damage to the Fund resulting from use of the U.S. Securities System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees or from failure of the Custodian or any such agent to enforce effectively such rights as it may have against the U.S. Securities System; at the election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the U.S. Securities System or any other person which the Custodian may have as a consequence of any such loss or damage if and to the extent that the Fund has not been made whole for any such loss or damage.
Section 3.4 Fund Assets Held in the Custodian's Direct Paper System. The Custodian may deposit and/or maintain Financial Assets owned by the Fund in the Direct Paper System of the Custodian subject to the following provisions:
(a) No transaction relating to Financial Assets in the Direct Paper System will be effected in the absence of Instructions;
(b) The Custodian may keep Financial Assets of the Fund in the Direct Paper System only if such Financial Assets are represented in the Direct Paper System Account;
(c) The records of the Custodian with respect to Financial Assets of the Fund that are maintained in the Direct Paper System shall identify by book-entry those Financial Assets belonging to the Fund;
(d) The Custodian shall pay for Financial Assets purchased for the account of the Fund upon the making of an entry on the records of the Custodian to reflect such payment and transfer of Financial Assets to the account of the Fund. The Custodian shall transfer Financial Assets sold for the account of the Fund upon the making of an entry on the records of the Custodian to reflect such transfer and receipt of payment for the account of the Fund;
(e) The Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund, in the form of a written advice or notice, of Direct Paper on the next business day following such transfer and shall furnish to the Fund copies of daily transaction sheets reflecting each day's transaction in the Direct Paper System for the account of the Fund;
(f) The Custodian shall provide the Fund with any report on its system of internal accounting control as the Fund may reasonably request from time to time.
Section 3.5 Appointment of Agents. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under 1940 Act to act as a custodian, as its agent to carry out such of the provisions of this Agreement as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of its responsibilities or liabilities hereunder.
Section 3.6 Segregated Account. The Custodian shall upon receipt of Instructions establish and maintain a segregated account or accounts for and on behalf of the Fund, into which account or accounts may be transferred cash and/or other Assets, including Financial Assets maintained in the U.S. Securities System Account, (i) in accordance with the provisions of any agreement among the Fund, the Custodian and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund, (ii) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Fund or commodity futures contracts or options thereon purchased or sold by the Fund, (iii) for the purposes of compliance by the Fund with the procedures required by Investment Company Act Release No. 10666, or any subsequent release or releases of the SEC relating to the maintenance of segregated accounts by registered investment companies and (iv) for other proper corporate or trust purposes, but only, in the case of clause (iv), upon receipt of Special Instructions setting forth the purpose or purposes of such segregated account and declaring such purpose(s) to be a proper corporate or trust purpose.
Section 4. Duties of the Custodian with Respect to Property of the Fund Held Outside of the United States
Section 4.1 Appointment as Foreign Custody Manager. The Fund hereby appoints the Custodian as its Foreign Custody Manager for each Portfolio in accordance with Rule 17f-5. The Custodian hereby accepts such appointment. The Custodian and the Fund agree to act in conformity with Rule 17f-5 for so long as the Custodian acts as the Fund's Foreign Custody Manager. The Custodian's appointment as Foreign Custody Manager for a Portfolio (or for a particular country or other political or geographical jurisdiction) may be terminated at any time by the Fund or the Custodian, regardless of whether the Custodian serves as custodian for such Portfolio hereunder. Any such termination as to one or more Portfolios (or jurisdictions) shall be effected in a manner consistent with the provisions for notice and termination set forth elsewhere in this Agreement. The Custodian shall not be obligated to serve in this capacity for a Portfolio if the Custodian no longer acts as the Fund's custodian for such Portfolio.
4.1.1 Rule 17f-5. As of the date hereof, Rule 17f-5 provides that the Fund may from time to time place or maintain in the care of an Eligible Foreign Custodian any of the Fund's Foreign Assets, PROVIDED THAT:
(a) The Fund's Foreign Custody Manager determines that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with the Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation:
(i) The Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices;
(ii) Whether the Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for Foreign Assets;
(iii) The Eligible Foreign Custodian's general reputation and standing; and
(iv) Whether the Fund will have jurisdiction over and be able to enforce
judgments against the Eligible Foreign Custodian, such as by virtue of the
existence of any offices of the custodian in the United States or the
custodian's consent to service of process in the United States.
(b) The arrangement with the Eligible Foreign Custodian is governed by a written contract that the Custodian, as Foreign Custody Manager, has determined will provide reasonable care for the Fund's assets based on the standards set forth in paragraph (a) above.
(i) Such contract must provide:
(A) For indemnification or insurance arrangements (or any combination of the foregoing) that will adequately protect the Fund against the risk of loss of Foreign Assets held in accordance with such contract;
(B) That Foreign Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of the custodian arising under bankruptcy, insolvency, or similar laws;
(C) That beneficial ownership of the Foreign Assets will be freely transferable without the payment of money or value other than for safe custody or administration;
(E) That adequate records will be maintained identifying the assets as belonging to the Fund or as being held by a third party for the benefit of the Fund;
(F) That the Fund's independent public accountants will be given access to those records or confirmation of the contents of those records; and
(G) That the Fund will receive periodic reports with respect to the safekeeping of the Fund's assets, including, but not limited to, notification of any transfer to or from the Fund's account or a third party account containing assets held for the benefit of the Fund.
(ii) Such contract may contain, in lieu of any or all of the provisions specified in paragraph (b)(i) above, such other provisions that the Custodian, as Foreign Custody Manager, determines will provide, in their entirety, the same or a greater level of care and protection for the Foreign Assets as the specified provisions, in their entirety.
(c) (i) The Custodian, as Foreign Custody Manager, has established a system to monitor the appropriateness of maintaining the Fund's assets with a particular custodian under paragraph (a) above, and to monitor performance of the contract under paragraph (b) above.
(ii) If an arrangement no longer meets these requirements, the Fund must withdraw its assets from the custodian as soon as reasonably practicable.
- Written Reports. The Fund's Foreign Custody Manager will provide written reports in a form reasonably acceptable to the Fund (or an Authorized Person) notifying the Fund's Board of the placement of the Fund's Foreign Assets with a particular custodian and of any material change in the Fund's non-U.S. custody arrangements, with the reports to be provided to the Board at such times as the Board deems reasonable and appropriate based on the circumstances of the Fund's non-U.S. custody arrangements.
- Withdrawal of Foreign Assets. The Fund hereby confirms that the Fund will withdraw its Foreign Assets from any non-U.S. custodian as soon as reasonably practicable upon written notification from the Fund's Foreign Custody Manager that custody arrangements with such custodian no longer meet the requirements of Rule 17f-5 (an "Adverse Notification"). The Fund also confirms that, if the Custodian is acting as the Fund's Foreign Custody Manager and has delivered an Adverse Notification to the Fund, the Custodian, as Foreign Custody Manager, shall have no further responsibility under this Agreement in relation to the Fund's Foreign Assets held under any custody arrangement covered by such Adverse Notification. (However, the existence of an Adverse Notification shall not affect the scope of responsibilities, or the standard of care, applicable to the Custodian in relation to such Assets under other provisions of this Agreement.)
Section 4.2 Subcustodians.
4.2.1. Approved Subcustodians. The Custodian may act under this Agreement through the Subcustodians listed on SCHEDULE A hereto. The Custodian reserves the right, exercising reasonable discretion, to amend Schedule A from time to time. Any such amendment (and any related transfer accomplished physically, by book-entry or otherwise, of the Fund's Foreign Assets) shall be effected with due regard to the continuing reasonable care (as determined by the Fund's Foreign Custody Manager) of such Foreign Assets.
4.2.2. Eligibility. The Custodian hereby represents to the Fund that each Subcustodian is an Eligible Foreign Custodian. If Schedule A is amended, this representation shall be effective as to the amended Schedule on the date of such amendment. The Custodian shall promptly advise the Fund if any Subcustodian ceases to be an Eligible Foreign Custodian.
4.2.3. Authorization. The Fund authorizes the Custodian to hold Foreign Assets belonging to each Portfolio in accounts that the Custodian has established with one or more of its branches or such Subcustodians, PROVIDED THAT, in the case of an Eligible Foreign Custodian, the Fund's Foreign Custody Manager has made the determinations required by Rule 17f-5 with respect to the Portfolio's Foreign Assets to be held by such Subcustodian. If the Custodian is not acting as Foreign Custody Manager for the relevant Portfolio at such time, the Fund shall give the Custodian appropriate notice of such determinations.
4.2.4 Bank Accounts. A bank account or bank accounts opened and maintained outside the United States on behalf of the Fund with a Subcustodian shall be subject only to draft or order by the Custodian or such Subcustodian acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Fund.
4.2.5 Liability for Certain Losses Relating to Subcustodians. Anything to the contrary in this Agreement notwithstanding, the Custodian shall be liable to the Fund for any loss or damage to the Fund resulting from use of a Subcustodian by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees or from failure of the Custodian or any such agent to enforce effectively such rights as it may have against the Subcustodian; at the election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the Subcustodian or any other person which the Custodian may have as a consequence of any such loss or damage if and to the extent that the Fund has not been made whole for any such loss or damage.
Section 4.3 Securities Depositories.
4.3.1 Eligibility. The Custodian hereby represents to the Fund that each securities depository listed on SCHEDULE B is an Eligible Securities Depository. If Schedule B is amended, this representation shall be effective as to the amended Schedule on the date of such amendment. The Custodian shall promptly advise the Fund if any securities depository listed on Schedule B ceases to be an Eligible Securities Depository.
4.3.2 Analyses of Custody Risks. The Custodian shall provide the Fund an analysis of the custody risks (which analyses may be provided to the Fund electronically) associated with maintaining the Fund's Foreign Assets with each Eligible Securities Depository used by the Custodian as of a date to be agreed upon between the parties, but which shall in no event be later than June 15, 2001, (or, in the case of an Eligible Securities Depository not used by the Custodian as of the agreed upon date, prior to the initial placement of the Fund's Foreign Assets at such Depository after such date) and at which any Foreign Assets of the Fund are held or are expected to be held. The Custodian shall monitor the custody risks associated with maintaining the Fund's Foreign Assets at each such Eligible Securities Depository on a continuing basis, and shall promptly notify the Fund or its investment adviser of any material changes in such risks.
4.3.3. Additional Information. The Custodian shall, upon the Fund's reasonable request from time to time, provide certain additional information ("Additional Information") to the Fund beyond the scope of information the Custodian is otherwise obligated to provide to the Fund under this Agreement, or any other agreement between the parties relating to the Fund's Foreign Assets. For example, Additional Information may relate to a country's financial infrastructure, prevailing custody and settlement practices, laws applicable to the safekeeping and recovery of Foreign Assets held in custody, and the likelihood of nationalization, currency controls and similar risks, but shall not include information required to be provided under this Agreement or any other agreement between the parties relating to the Fund's Foreign Assets.
4.3.4 Limitations. The Custodian's obligation to provide the Fund with Additional Information shall be limited to the extent Additional Information is
(i) already in the possession of the Custodian, or (ii) available to the Custodian using commercially reasonable means. The Fund hereby acknowledges that: (i) Additional Information is designed solely to inform the Fund of certain market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) the Custodian has gathered the information from sources it considers reliable, but does not assume responsibility for inaccuracies or incomplete information attributable to actions or omissions of third parties. (For this purpose, "third parties" shall not include any of the Subcustodians listed on Schedule A, except to the extent that, in a given case, a Subcustodian accurately transmitted information it had itself received from a third party (such as from a regulator or securities depository).)
4.3.5 Use of Securities Depositories. The Fund and the Custodian hereby acknowledge and agree that the decision to place the Fund's Foreign Assets with an Eligible Securities Depository shall be made by the Fund's investment adviser (subject to the Board's oversight) or the Fund, after consideration of the information provided by the Custodian and other information the Fund deems relevant, and based on standards of care that are generally applicable to investment advisers and the Board. Further, the parties understand that the decision to place the Fund Foreign Assets with an Eligible Securities Depository does not have to be made separately, but may be made in the overall context of the decision to invest in a particular country.
4.3.6 Liability for Certain Losses Relating to Eligible Securities Depositories. Anything to the contrary in this Agreement notwithstanding, the Custodian shall be liable to the Fund for any direct loss or damage to the Fund resulting from use of an Eligible Securities Depository by reason of any negligence, misfeasance or misconduct of the Custodian, any Subcustodian, or any of their respective agents or employees or from failure of the Custodian, Subcustodian, or any such agent to take reasonable steps to enforce effectively such rights as it may have against the Eligible Securities Depository; at the election of the Fund, and to the extent permitted by relevant law, it shall be entitled to be subrogated to the rights of the Custodian or Subcustodian with respect to any claim against the Eligible Securities Depository or any other person which the Custodian or Subcustodian may have as a consequence of any such loss or damage if and to the extent that the Fund has not been made whole for any such loss or damage.
Section 4.4 Assets to be Held by Subcustodians and Eligible Securities Depositories. The Custodian shall limit the Financial Assets and other Assets maintained in the custody of the Eligible Foreign Custodians and Eligible Securities Depositories to Foreign Assets.
Section 4.5 Manner of Holding Foreign Assets . The Custodian shall identify on
its books as belonging to the Fund the Foreign Assets of the Fund held by each
Subcustodian and Eligible Securities Depository. The Custodian may hold
Foreign Assets (other than cash) for all of its customers, including the Fund,
with a Subcustodian in an account that is identified as belonging to the
Custodian for the benefit of its customers; provided however, that (i) the
records of the Custodian with respect to such Foreign Assets of the Fund which
are maintained in such account shall identify those Foreign Assets (other than
cash) as belonging to the Fund and (ii) the Custodian shall require that
Foreign Assets (other than cash) so held by the Subcustodian be held separately
from any assets of the Subcustodian or of other customers of such Subcustodian.
Section 5. Transactions and Other Activities.
Section 5.1 Transactions with Financial Assets. Financial Assets held within and outside of the United States shall be released, transferred, exchanged or delivered by the Custodian, or any other party holding Financial Assets in accordance with this Agreement, upon receipt of Instructions which include all information required by the Custodian. Settlement and payment for Financial Assets received for, and delivery of Financial Assets out of, the accounts governed by this Agreement shall be made in accordance with Local Practice. In connection with the foregoing, where the Custodian believes in good faith that use of an alternative practice to Local Practice would be more protective of Financial Assets than Local Practice, the Custodian shall advise the Fund of such practice and if the Fund authorizes its use, such practice shall then be deemed to be Local Practice.
In addition, and without limiting the generality of the foregoing, Financial Assets may be released:
(a) Upon the sale of such Financial Assets for the Fund in accordance with Local Practice;
(b) In connection with any repurchase agreement related to such Financial Assets;
(c) To the depository agent in connection with tender or other similar offers for such Financial Assets;
(d) To the issuer thereof, or its agent, when such Financial Assets are called, redeemed, retired or otherwise become payable, provided that, in any such case, the cash or other consideration is to be delivered to the Custodian or Subcustodian (except to the extent that such delivery is not consistent with Local Practice);
(e) To the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Subcustodian or of any nominee of the Custodian or such Subcustodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;
(f) To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with Local Practice; provided that the Custodian or Subcustodian shall take reasonable steps in accordance with Local Practice and this paragraph to ensure prompt collection of the payment for, or the return of, such Financial Assets from the broker, clearing bank or clearing agent;
(g) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the Financial Assets of the issuer of such Financial Assets, or pursuant to provisions for conversion contained in such Financial Assets, or pursuant to any deposit agreement; provided that, in any such case, the new Financial Assets and cash, if any, are to be delivered to the Custodian or Subcustodian (except to the extent that such delivery is not consistent with Local Practice);
(h) In the case of warrants, rights or similar Financial Assets, the surrender thereof in the exercise of such warrants, rights or similar Financial Assets or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new Financial Assets and cash, if any, are to be delivered to the Custodian or Subcustodian (except to the extent that such delivery is not consistent with Local Practice);
(i) For delivery as security in connection with any borrowing by the Fund requiring a pledge of assets by the Fund;
(j) In connection with trading in options and futures contracts, including delivery as original margin and variation margin;
(k) In connection with the lending of Financial Assets; and
(l) Upon receipt of instructions from the transfer agent for the Fund (the "TRANSFER AGENT") for delivery to such Transfer Agent or to the holders of Shares in connection with distributions in kind, as may be described from time to time in the Fund's currently effective prospectus and statement of additional information (the "PROSPECTUS"), in satisfaction of requests by holders of Shares for repurchase or redemption; and
(m) For any other proper corporate or trust purpose, but only upon receipt of Special Instructions specifying the Financial Assets to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper trust purpose, and naming the person or persons to whom delivery of such securities shall be made.
Section 5.2 Payment of Fund Monies. Upon receipt of Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall cause to be paid out monies of the Fund in the following cases only:
(a) upon the purchase of Financial Assets for the account of the Fund in accordance with Local Practice;
(b) in connection with the conversion, exchange or surrender of Financial Assets of the Fund as set forth in Section 5.1 hereof;
(c) for the payment of any expense or liability incurred by or on behalf of the Fund, including but not limited to the following payments for the account of the Fund: interest, taxes, legal fees, accounting fees, and other operating expenses of the Fund;
(d) for the purchase or sale of foreign exchange or foreign exchange contracts for the Fund, including transactions executed with or through the Custodian or a Subcustodian;
(e) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;
(f) in connection with the borrowing or lending of Financial Assets; and
(g) for any other proper corporate or trust purpose, but only upon receipt of Special Instructions specifying the amount of such payment, setting forth the purpose for which such payment is to be made, declaring such purpose to be a proper corporate or trust purpose, and naming the person or persons to whom such payment is to be made.
Section 5.3 Collection of Income. The Custodian shall, or shall cause the applicable Subcustodian to: (a) subject to the last sentence hereof, collect amounts due and payable to the Fund with respect to Financial Assets and other Assets held hereunder; (b) promptly credit to the account of the Fund all income and other payments relating to Financial Assets or other Assets held by the Custodian hereunder upon the Custodian's receipt (or the applicable Subcustodian's receipt) of such income or payments or as otherwise agreed in writing by the Fund and the Custodian; and (c) promptly endorse and deliver instruments required to effect such collections. If the Custodian credits the Fund's custodian account on a payable date, or at any time prior to actual collection and reconciliation to such account, with interest, dividends, redemptions or any other amount due, the Fund shall promptly return any such amount upon oral or written notification: (x) that such amount has not been received in the ordinary course of business or (y) that such amount was incorrectly credited. If the Fund does not promptly return any amount upon such notification, the Custodian shall be entitled, upon oral or written notification to the Fund, to reverse such credit by debiting the Fund's custodian account for the amount previously credited. The Custodian shall furnish regular overdue income reports to the Fund in writing (or by any means by which Instructions may be transmitted hereunder, other than by telephone) of any amounts payable with respect to Financial Assets or other Assets of the Fund if such amounts are not received by the Custodian (or the applicable Subcustodian) when due (or otherwise in accordance with Local Practice). The Custodian or its Subcustodian shall have no duty or obligation to institute legal proceedings, file a claim or a proof of claim in any insolvency proceeding or take any other action with respect to the collection of such amount, but may act for the Fund upon Instructions after consultation with the Fund.
Section 5.4 Registration of Financial Assets. Financial Assets that are ordinarily held in registered form may be registered in a nominee name of the Custodian, Subcustodian or Eligible Securities Depository, as the case may be. The Custodian may without notice to the Fund cause any such Financial Assets to cease to be registered in the name of such nominee and to be registered in the name of the Fund. The Fund agrees to hold the Custodian, Subcustodians, and their respective nominees harmless from any liability arising directly or indirectly from their status as a mere record holder of Financial Assets held hereunder. Financial Assets accepted by the Custodian on behalf of the Fund under this Agreement shall be in a form and delivered in a manner consistent with Local Practice.
Section 5.5 Corporate Actions. (a) The Custodian shall transmit promptly to
the Fund on behalf of each Portfolio summary notification of corporate action
information received on a timely basis by the Custodian (including, without
limitation, tendency of calls and maturities of Financial Assets and
expirations of rights in connection therewith and notices of exercise of call
and put options written by the Fund on behalf of a Portfolio and the maturity
of futures contracts (and options thereon) purchased or sold by the Fund on
behalf of a Portfolio) from issuers of the Financial Assets being held for a
Portfolio. With respect to tender or exchange offers, the Custodian shall
transmit promptly to the Fund on behalf of each Portfolio notice of corporate
action information received on a timely basis by the Custodian from issuers of
the Financial Assets whose tender or exchange is sought and from the party (or
its agents) making the tender or exchange offer. If the Fund desires to take
action with respect to any tender offer, exchange offer or any other similar
transaction, the Fund shall notify the Custodian prior to the deadline
established by the Custodian in its reasonable discretion as will give the
Custodian (including any Subcustodian) sufficient time to take such action.
The Custodian shall inform the Fund of pertinent deadlines in each case.
(b) When a rights entitlement or a fractional interest resulting from a rights
issue, stock dividend, stock split or similar corporate action is received
which bears an expiration date, the Custodian shall endeavor to obtain
Instructions from the Fund or its Authorized Person, but if Instructions are
not received in time for the Custodian to take timely action, or actual notice
of such Corporate Action was received too late to seek Instructions, the
Custodian shall take no action.
Section 5.6 Proxies. (a) The Custodian shall, with respect to Financial Assets that are not Foreign Assets, cause to be promptly executed by the registered holder of such Financial Assets, if the Financial Assets are registered otherwise than in the name of the Fund on behalf of a Portfolio or a nominee thereof, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Fund such proxies, all proxy soliciting materials and all notices relating to such Financial Assets.
(b) The Custodian shall, with respect to Financial Assets that are Foreign Assets, use commercially reasonable efforts to facilitate the exercise of voting and other shareholder proxy rights; it being understood and agreed that
(i) proxy voting may not be available in all markets (it being understood that the Custodian shall make proxy voting services available to the Fund in a given market where the Custodian offers such services to any other custody client), and (ii) apart from voting, the Custodian will, upon request and in its discretion, assist customer in exercising other shareholder rights such as attending shareholder meetings, nominating directors and proposing agenda items. In particular, and without limiting the generality of the foregoing, the Custodian may provide written summaries of proxy materials in lieu of providing original materials (or copies thereof) and while the Custodian shall attempt to provide accurate summaries, whether or not translated, the Custodian shall not be liable for any losses or other consequences that may result from reliance by the Fund upon the same where the Custodian prepared the same in good faith and with reasonable efforts. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice, practical constraints and other facts, may have the effect of severely limiting the ability of the Fund to exercise shareholder rights. In addition, the Fund acknowledges that: (i) in certain countries the Custodian may be unable to vote individual proxies but shall only be able to vote proxies on a net basis (E.G., a net yes or no vote given the voting instructions received from all customers); and (ii) proxy voting may be precluded or restricted in a variety of circumstances, including, without limitation, where the relevant Financial Assets are: (1) on loan; (2) at registrar for registration or reregistration; (3) the subject of a conversion or other corporate action; (4) not held in a name subject to the control of the Custodian or its Subcustodian or are otherwise held in a manner which precludes voting; (5) held in a margin or collateral account; and (6) American Depository Receipts.
(c) The Fund and each Authorized Person shall respect the proprietary nature of information developed exclusively through the efforts of the Custodian (or Subcustodians or other parties acting under the Custodian's direction) in relation to proxy voting services.
Section 5.7 Tax Matters. (a) The Fund confirms that the Custodian is authorized to deduct from any cash received or credited to the Fund's custody account any taxes or levies required to be deducted by any revenue or other governmental authority for whatever reason in respect of the Fund's custody account.
(b) The Fund shall provide the Custodian with all required tax-related documentation and other information relating to Assets held hereunder ("Tax Information"). Tax Information shall include, but shall not be limited to, information necessary for submission to revenue or other governmental authorities to establish taxable amounts or reduce tax burdens that would otherwise be borne by a Portfolio. Upon receipt of Instructions and all required Tax Information from the Fund, the Custodian shall (i) execute ownership and other certificates and affidavits for all tax purposes (within and outside of the United States) in connection with receipt of income and other payments with respect to Assets held hereunder, or in connection with the purchase, sale or transfer of such Assets, and (ii) where appropriate, file any certificates or other affidavits for the refund or reclaim of non-U.S. taxes paid with respect to such Assets. The Fund warrants that, when given, Tax Information shall be true and correct in all material respects. The Fund shall notify the Custodian promptly if any Tax Information requires updating or amendment to correct misleading information.
(c) The Custodian shall have no responsibility or liability for any tax obligations (including both taxes and any and all penalties, interest or additions to tax) now or hereafter imposed on the Fund, its Portfolio, or the Custodian as the Fund's custodian, by any revenue or governmental authority, or penalties or other costs or expenses arising out of the delivery of, or failure to deliver, Tax Information by the Fund.
(d) The Custodian shall perform tax reclaim services only with respect to taxation levied by the revenue authorities of the countries notified to the Fund from time to time and the Custodian may, by notification in writing, in the Custodian's absolute discretion, supplement or amend the markets in which tax reclaim services are offered; provided that, the Custodian shall make tax reclaim services available to the Fund in a given country where the Custodian offers such services to any other custody client having the same tax status. Other than as expressly provided in this sub-clause, the Custodian shall have no responsibility with regard to the Fund's tax position or status in any jurisdiction.
(e) Tax reclaim services may be provided by the Custodian or, in whole or in part, by one or more third parties appointed by the Custodian (which may be the Custodian's affiliates); provided that the Custodian shall be liable for the performance of any such third party to the same extent as the Custodian would have been if the Custodian had performed such services.
(f) If the Custodian does not receive appropriate declarations, documentation and information, then any applicable United States withholding tax shall be deducted from income received from Financial Assets. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of the Fund held by it and in connection with transfers of securities.
Section 6. Payments for Sales or Repurchases or Redemptions of Shares
(a) The Custodian shall receive from the distributor for the Shares or from the Transfer Agent and deposit into the Fund's account such payments as are received for Shares issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund and the Transfer Agent of any receipt by it of payments for Shares of the Fund.
(b) From such funds as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders.
Section 7. Actions Permitted without Express Authority
The Custodian may in its discretion, without express authority from the Fund:
(a) make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Agreement, provided that all such payments shall be accounted for to the Fund;
(b) surrender securities in temporary form for securities in definitive form;
(c) endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments; and
(d) in general, attend to all non-discretionary details in connection with the
sale, exchange, substitution, purchase, transfer and other dealings with the
securities and property of the Fund except as otherwise directed by the Board.
Section 8. Evidence of Authority
The Custodian shall be protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or paper believed by it to be
genuine and to have been properly executed by or on behalf of the Fund. The
Custodian may receive and accept Special Instructions as conclusive evidence
(a) of the authority of any person to act in accordance with such instructions
or (b) of any determination or of any action by the Board pursuant to the
Fund's charter or other organizational documents as described in such
resolution, and such resolution may be considered as in full force and effect
until receipt by the Custodian of written notice to the contrary.
Section 9. Statements regarding Assets; Notifications; Books of Account and
Calculation of Net Asset Value and Net Income
(a) The Custodian shall issue statements to the Fund, at times mutually agreed upon, identifying the Assets in the Fund's custody account. The Custodian shall send the Fund an advice or notification of any transfer of Assets to or from the Fund's custodian account. Such statements, advices or notifications shall indicate the identity of the entity having custody of the Assets.
(b) The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Board to keep the books of account of the Fund and/or compute the net asset value per Share of the outstanding Shares or, if directed in writing to do so by the Fund, shall itself keep such books of account and/or compute such net asset value per Share. If so directed, the Custodian shall also calculate daily the net income of the Fund as described in the Prospectus and shall advise the Fund and the Transfer Agent daily of the total amounts of such net income and, if instructed in writing by an officer of the Fund to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components. The calculations of the net asset value per Share and the daily income of the Fund shall be made at the time or times described from time to time in the Prospectus.
Section 10. Access to Records; Confidential Information
(a) The Custodian shall provide any assistance reasonably requested by the Fund in the preparation of reports to the Fund's shareholders and others, audits of accounts, and other ministerial matters of like nature. The Custodian shall maintain complete and accurate records with respect to Financial Assets and other Assets held for the account of the Fund as required by the rules and regulations of the U.S. Securities and Exchange Commission applicable to investment companies registered under the 1940 Act. All such books and records maintained by the Custodian shall be made available to the Fund upon request and shall, where required to be maintained by Rule 31a-1 under the 1940 Act, be preserved for the periods prescribed in Rule 31a-2 under the 1940 Act. The Custodian shall allow the Fund's independent public accountant reasonable access to the records of the Custodian relating to Financial Assets as is required in connection with their examination of books and records pertaining to the Fund's affairs. Subject to restrictions under applicable law, the Custodian shall also obtain an undertaking to permit the Fund's independent public accountants reasonable access to the records of any Subcustodian which has physical possession of any Financial Assets as may be required in connection with the examination of the Fund's books and records. The Custodian shall not unreasonably refuse to furnish to the Fund such reports (or portions thereof) of the Custodian's external auditors as they relate directly to the Custodian's system of internal accounting controls applicable to the Custodian's duties under this Agreement (commonly referred to as a "SAS 70 Report"). The Custodian shall endeavor to obtain and furnish the Fund with such similar reports as the Fund may reasonably request with respect to each Subcustodian holding Assets of the Fund. Except as respects the Custodian's SAS 70 Report, as to which there shall be no charge, the Fund shall pay expenses of the Custodian and any Subcustodians under this provision.
(b) The parties hereto agree that each shall treat confidentially all confidential information provided by each party to the other regarding its business and operations in accordance with this Agreement. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to a third party without the prior written consent of such providing party. Confidential information for purposes hereof shall include information traditionally recognized as confidential, such as financial information, strategies, security practices, product and business proposals, business plans, and the like. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, that is generally furnished to third parties by the providing party without confidentiality restriction, or that is required to be disclosed by any bank examiner of the Custodian or any Subcustodian, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. For this purpose, the Fund and any Authorized Person shall be permitted to disclose any information provided by the Custodian hereunder to the U.S. Securities and Exchange Commission (or its staff) in connection with any inspection or examination or other action or proceeding.
Section 11. Compensation of Custodian
The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between the Fund and the Custodian.
Section 12. Responsibility of Custodian
(a) The Custodian shall exercise reasonable care and diligence in carrying out all of its duties and obligations under this Agreement, and shall be liable to the Fund for any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and reasonable attorneys' fees ("LOSSES") suffered or incurred by the Fund resulting from failure of the Custodian to exercise such reasonable care and diligence. The Custodian shall be liable to the Fund in respect of such Losses only to the extent of the Fund's direct damages, to be determined based on the market value of the property which is the subject of the Loss at the date of discovery of such Loss by the Fund and without reference to any special conditions or circumstances.
(b) The Custodian shall be liable to the Fund for all Losses resulting from the action or inaction of any Subcustodian to the same extent that the Custodian would be liable to the Fund if the Custodian were holding the affected Assets, and such action or inaction were that of the Custodian.
(c) As long as and to the extent that it has exercised reasonable care and acted in good faith, the Custodian shall not be responsible for:
(i) the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement; it being understood that the Custodian shall be deemed to have exercised reasonable care in respect of this subparagraph (i) if Financial Assets are received by the Custodian in accordance with Local Practice for the particular Financial Asset in question;
(ii) any act, omission, default or for the solvency of any broker or agent which it or a Subcustodian appoints; it being understood that the Custodian or a Subcustodian shall be deemed to have exercised reasonable care in respect of this subparagraph (ii) if it exercised reasonable care in the selection of any such broker or agent; or
(iii) the insolvency of any Subcustodian which is not a branch or Affiliate of the Custodian; it being understood that the Custodian shall be deemed to have exercised reasonable care in respect of this subparagraph (iii) where the Custodian used reasonable care in the monitoring of a Subcustodian's financial condition as reflected in its most recently published financial statements and other publicly available financial information.
(d) Neither the Custodian nor any Subcustodian shall be liable for the acts or omissions of any Eligible Securities Depository (or, for purposes of clarity, any domestic securities depository).
(e) In no event shall the Custodian incur liability hereunder if the Custodian or any Subcustodian, or any nominee of the Custodian or any Subcustodian (each a "Person"), is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of:
(i) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction; or
(ii) events or circumstances beyond the reasonable control of the applicable Person, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts, unless, in each case, such delay or nonperformance is caused by (A) the negligence, misfeasance or misconduct of the applicable Person, or (B) a malfunction or failure of equipment operated or utilized by the applicable Person other than a malfunction or failure beyond such Person's control and which could not be reasonably anticipated or prevented by such Person (each such provision, event or circumstance being a "Force Majeure Event").
(f) In no event shall the Fund incur liability to the Custodian if it is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of a Force Majeure Event.
(g) The Fund shall indemnify and hold the Custodian and its directors, officers, agents and employees (collectively the "Indemnitees") harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any Instructions or other directions upon which the Custodian is authorized to rely pursuant to the terms of this Agreement, or for any action taken or omitted by it in good faith without negligence.
(h) In performing its obligations hereunder, the Custodian may rely on the genuineness of any document which it believes in good faith to have been validly executed, and shall be entitled to rely on and may act upon advice of counsel (which may be counsel for the Fund) on all matters, and shall be without liability for action reasonably taken or omitted pursuant to such advice.
(i) The Fund shall pay for and hold the Custodian harmless from any liability or loss resulting from the imposition or assessment of any taxes or other governmental charges, and any related expenses (including, without limitation, penalties, interest or additions to tax due), with respect to income from or Assets in the Accounts, provided that the Custodian has complied with the standard of care set forth in Section 12(a) of this Agreement (it being understood that while the Custodian's failure to comply with such standard of care shall constitute a breach of this Agreement, the Custodian shall have no liability for taxes or governmental charges and related expenses imposed or assessed with respect to such Assets prior to such breach or that would have been imposed or assessed even absent such breach).
(j) If the Fund requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement) or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be a security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of the Fund's assets to the extent necessary to obtain reimbursement.
(k) The Custodian need not maintain any insurance for the benefit of the Fund.
(l) Without limiting the foregoing, the Custodian shall not be liable for any Loss which results from (i) the general risk of investing, or (ii) investing or holding Assets in a particular country including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; currency restrictions, devaluations or fluctuations; and market conditions which prevent the orderly execution of securities transactions or affect the value of Assets.
(m) Consistent with and without limiting the application of the foregoing paragraphs of this Section 12, it is specifically acknowledged that the Custodian shall have no duty or responsibility to:
(i) Question Instructions or make any suggestions to the Fund or an Authorized Person regarding such Instructions;
(ii) Supervise or make recommendations with respect to investments or the retention of Financial Assets;
(iii) Advise the Fund or an Authorized Person regarding any default in the
payment of principal or income of any security other than as provided in
Section 5.3 hereof;
(iv) Evaluate or report to the Fund or an Authorized Person regarding the financial condition of any broker, agent or other party to which Financial Assets are delivered or payments are made pursuant hereto;
(v) Review or reconcile trade confirmations received from brokers. The Fund or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by the Custodian;
(vi) Advise the Fund or an Authorized Person regarding information (i) held on a confidential basis by an officer, director or employee of the Custodian (or any Affiliate of the Custodian) and (ii) obtained by such person in connection with the provision of services or other activities unrelated to global custody; and
(vii) Advise the Fund or an Authorized Person promptly regarding corporate action information obtained by an officer, director or employee of the Custodian (or any Affiliate of the Custodian) who is not engaged directly in the provision of global custody services.
(n) The Fund authorizes the Custodian to act hereunder notwithstanding that the Custodian or any of its divisions or Affiliates may have a material interest in a transaction, or circumstances are such that the Custodian may have a potential conflict of duty or interest including the fact that the Custodian or any of its Affiliates may provide brokerage services to other customers, act as financial advisor to the issuer of Financial Assets, act as a lender to the issuer of Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of Financial Assets, or earn profits from any of the activities listed herein.
(o) Upon the occurrence of any event which causes or may cause any Loss to the other party, each of the Fund and the Custodian shall (and the Custodian shall cause each applicable Subcustodian to) use all commercially reasonable efforts and take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to the other party. For this purpose, the obligations of the Fund and the Custodian to mitigate Losses (or potential Losses) hereunder shall include (but shall not be limited to) the periodic review and reconciliation by the Custodian and the Fund (or Authorized Persons) of statements provided to the Fund under Section 9(a) of this Agreement; provided, however, that the Custodian's obligations to the Fund with respect to any transaction covered by a given statement shall be reduced to the extent that the Custodian's ability to mitigate damages related to such transaction has been compromised by the Fund's failure to object to such statement within 180 days of the Fund's receipt thereof.
Section 13. Effective Period, Termination and Amendment
This Agreement shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter provided, may be amended
at any time by mutual agreement of the parties hereto and may be terminated by
either party by an instrument in writing delivered or mailed, postage prepaid
to the other party, such termination to take effect not sooner than sixty (60)
days after the date of such delivery or mailing; provided, however that the
Custodian shall not act under Section 3.3 hereof in the absence of receipt of
an initial certificate of the Secretary or an Assistant Secretary that the
Board has approved the initial use of a particular Securities System, as
required by Rule 17f-4 under the 1940 Act, and that the Custodian shall not act
under Section 3.4 hereof in the absence of receipt of an initial certificate of
the Secretary or an Assistant Secretary that the Board has approved the initial
use of the Direct Paper System; provided further, however, that the Fund shall
not amend or terminate this Agreement in contravention of any applicable
federal or state regulations, or any provision of the Fund's charter or other
organizational documents, and further provided, that the Fund may at any time
by action of its Board (i) substitute another bank or trust company for the
Custodian by giving notice as described above to the Custodian, or (ii)
immediately terminate this Agreement in the event of the appointment of a
conservator or receiver for the Custodian by the Comptroller of the Currency or
upon the happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction.
Upon termination of the Agreement, the Fund shall pay to the Custodian such
compensation as may be due as of the date of such termination and shall
likewise reimburse the Custodian for its costs, expenses and disbursements.
Section 14. Interpretive and Additional Provisions In connection with the operation of this Agreement, the Custodian and the Fund may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Fund's charter or other organizational document. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.
Section 15. Successor Custodian
If a successor custodian for the Fund shall be appointed by the Board, the
Custodian shall, upon termination, deliver to such successor custodian at the
office of the Custodian, duly endorsed and in the form for transfer, all
securities then held by it hereunder and shall transfer to an account of the
successor custodian all of the securities held in a Securities System. If no
such successor custodian shall be appointed, the Custodian shall, in like
manner, upon receipt of Special Instructions, deliver at the office of the
Custodian and transfer such securities, funds and other properties in
accordance with such resolution. In the event that no written order
designating a successor custodian or Special Instructions shall have been
delivered to the Custodian on or before the date when such termination shall
become effective, then the Custodian shall have the right to deliver to a bank
or trust company qualified to act as a custodian under the 1940 Act, doing
business in Boston, Massachusetts, or New York, New York, of its own selection,
all securities, funds and other properties held by the Custodian and all
instruments held by the Custodian relative thereto and all other property held
by it under this Agreement, and to transfer to an account of such successor
custodian all of the Fund's securities held in any Securities System.
Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement.
In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure Special Instructions to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.
Section 16. Governing Law; Successors and Assigns; Immunity; Captions
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF and shall not be assigned by either party, but shall bind the successors in interest of the Fund and the Custodian. To the extent that in any jurisdiction the Fund or the Custodian may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, the Fund or the Custodian, as the case may be, irrevocably shall not claim, and it hereby waives, such immunity. The captions given to the sections and subsections of this Agreement are for convenience of reference only and are not to be used to interpret this Agreement.
Section 17. Prior Agreements; Severability
This Agreement supersedes and terminates, as of the date hereof, all prior Agreements between the Fund and the Custodian relating to the custody of the Fund's assets. In the event that one or more provisions hereof are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired.
Section 18. Representative Capacity; Non-recourse Obligations
A COPY OF THE DECLARATION OF TRUST OR OTHER ORGANIZATIONAL DOCUMENT OF EACH FUND IS ON FILE WITH THE SECRETARY OF STATE OF THE STATE OF THE FUND'S FORMATION, AND NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT IS NOT EXECUTED ON BEHALF OF THE TRUSTEES OF ANY FUND AS INDIVIDUALS, AND THE OBLIGATIONS OF THIS AGREEMENT ARE NOT BINDING UPON ANY OF THE TRUSTEES, OFFICERS, SHAREHOLDERS OR PARTNERS OF ANY FUND INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS AND PROPERTY OF EACH FUND'S RESPECTIVE PORTFOLIOS. THE CUSTODIAN AGREES THAT NO SHAREHOLDER, TRUSTEE, OFFICER OR PARTNER OF ANY FUND MAY BE HELD PERSONALLY LIABLE OR RESPONSIBLE FOR ANY OBLIGATIONS OF ANY FUND ARISING OUT OF THIS AGREEMENT.
Section 19. Several Obligations of each Fund and Portfolio With respect to any obligations of a FUND on behalf of any of its Portfolios arising OUT OF THIS AGREEMENT, THE CUSTODIAN shall look for payment or satisfaction of any such obligation solely to THE ASSETS AND PROPERTY OF THE Portfolio TO WHICH SUCH obligation relates as though that FUND had separately contracted with THE CUSTODIAN by separate written agreement with respect to EACH OF ITS PORTFOLIOS. The rights and benefits to which a given Portfolio is entitled hereunder shall be solely those of such Portfolio and no other Portfolio hereunder shall receive such benefits.
Section 20. Notices.
Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or such other addresses as may be notified by any party from time to time.
To the Fund: [Name of Fund and Portfolio]
c/o Capital Research and Management Company
135 South State College Boulevard
Brea, CA 92821-5804
Attention: Thomas M. Rowland, Senior Vice President
Telephone: (714) 671-7188
Telecopy: (714) 671-7220
with a copy to: Capital Research and Management Company
333 South Hope Street, 55th Floor
Los Angeles, California 90071
Attention: Stuart R. Strachan
Telephone: (213) 486-9345
Telecopy: (213) 486-9455
To the Custodian: State Street Bank and Trust Company
One Heritage Drive
North Quincy, Massachusetts 02171
Attention: Kathryn Donelin
Telephone: (617) 985-6280
Telecopy: (617) 985-0230
Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, telex or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.
Section 21. Reproduction of Documents
This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
Section 22. Shareholder Communications Election
SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Fund's name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian "no", the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian "yes" or does not check either "yes" or "no" below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund's protection, the Rule prohibits the requesting company from using the Fund's name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.
YES [ ] The Custodian is authorized to release the Fund's name, address, and share positions.
NO [ ] The Custodian is not authorized to release the Fund's name, address, and share positions.
IN WITNESS WHEREOF, each of the Funds and the Custodian have caused this instrument to be executed in its name and behalf by its duly authorized representative as of the date first written above. Execution of this Agreement by more than one Fund shall not create a contractual or other obligation between or among such Funds (or between or among their respective Portfolios) and this Agreement shall constitute a separate agreement between the Custodian and each Fund on behalf of itself or each of its Portfolios.
Each of the Funds Listed on Appendix A
Attached Hereto, on behalf of Itself or
its Listed Portfolios
By: Capital Research and Management
Company*
By:____________________________
Name: Paul Haaga, Jr.
Title: Executive Vice President
State Street Bank and Trust Company
Name:_________________________
By:___________________________
Title:__________________________
$ Pursuant to delegated authority.
APPENDIX A
FUNDS AND PORTFOLIOS
Dated as of June 29, 2001
The following is a list of Funds and their respective Portfolios for which the
Custodian shall serve under this Agreement.
FUND PORTFOLIO: EFFECTIVE AS OF: Fundamental Investors, Inc. June 29, 2001 The Growth Fund of America, Inc. June 29, 2001 The New Economy Fund June 29, 2001 SMALLCAP World Fund, Inc. June 29, 2001 American Funds Insurance Funds - Blue Chip Income and Growth Fund June 29, 2001 Global Discovery Fund June 29, 2001 Global Growth Fund June 29, 2001 Global Small Capitalization Fund June 29, 2001 Growth Fund June 29, 2001 International Fund June 29, 2001 Growth-Income Fund June 29, 2001 Asset Allocation Fund June 29, 2001 Bond Fund June 29, 2001 High-Yield Bond Fund June 29, 2001 U.S. Government/AAA-Rated Securities Fund June 29, 2001 Cash Management Fund June 29, 2001 |
IN WITNESS WHEREOF, each of the Customers and Bank have executed this Appendix A as of the date first-written above. Execution of this Appendix A by more than one Customer shall not create a contractual or other obligation between or among such Customers (or between or among their respective Portfolios) and this Appendix shall constitute a separate agreement between Bank and each Customer on behalf of itself or each of its Portfolios.
EACH OF THE CUSTOMERS LISTED ON
APPENDIX A ATTACHED HERETO, ON
BEHALF OF ITSELF OR ITS LISTED PORTFOLIOS
By: CAPITAL RESEARCH AND MANAGEMENT
COMPANY
By:____________________________________
Name: Paul G. Haaga, Jr.
Title: Executive Vice President
STATE STREET BANK AND TRUST COMPANY
By:________________________________________
Name:
Title: Vice President
EXHIBIT A
TO
REMOTE ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT
IN~SIGHT(SM)
System Product Description
In~Sight(SM) provides information delivery and on-line access to State
Street. In~Sight(SM) allows users a single point of entry into the many views
of data created by the diverse systems and applications. Reports and data from
systems such as Investment Policy Monitor(SM), Multicurrency Horizon(SM),
Securities Lending, Performance & Analytics can be accessed through
In~Sight(SM). This Internet-enabled application is designed to run from a Web
browser and perform across low-speed data line or corporate high-speed
backbones. In~Sight(SM) also offers users a flexible toolset, including an
ad-hoc query function, a custom graphics package, a report designer, and a
scheduling capability. Data and reports offered through In~Sight(SM) will
continue to increase in direct proportion with the customer roll out, as it is
viewed as the information delivery system will grow with State Street's
customers.
O'MELVENY & MYERS LLP CENTURY CITY 400 South Hope Street TYSONS CORNER IRVINE SPECTRUM Los Angeles, California WASHINGTON, D.C. MENLO PARK 90071-2899 HONG KONG NEWPORT BEACH Telephone (213) 430-6000 LONDON NEW YORK Facsimile (213) 430-6407 SHANGHAI SAN FRANCISCO Internet: www.omm.com TOKYO |
May 10, 2002
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. 26 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 shares of beneficial interest, without par value, of the following Classes: R-1, R-2, R-3, R-4 and R-5 (collectively, the "CLASS R SHARES"). We are familiar with the proceedings you have taken in connection with the authorization, issuance and sale of the Class R 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 R Shares, upon issuance and sale in the manner described in the Registration Statement, will constitute validly issued, fully paid and nonassessable shares of beneficial interest.
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Respectfully submitted,
/s/ 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, 2002, relating to the financial statements and financial highlights 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, Reports to Shareholders and Proxy Statements" in such Registration Statement.
PricewaterhouseCoopers LLP
Los Angeles, California
May 9, 2002
FORM OF PLAN OF DISTRIBUTION
OF [NAME OF FUND]
RELATING TO ITS
CLASS R-[ ] SHARES
WHEREAS, [name of fund] (the "Fund") is a [state][corporation][business trust] that offers fourteen classes of shares of [common stock][beneficial interest], designated as Class A shares, Class B shares, Class C shares, Class F shares, Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares, Class 529-F shares, Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares and Class R-5 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 common stock of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the "Agreement");
WHEREAS, the purpose of this Plan of Distribution (the "Plan") is to authorize the Fund to bear expenses of distribution of its Class R- [ ] shares; and
WHEREAS, the Board of [Directors][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 [ ]% per annum of the average net assets of the Fund's Class R-[ ] shares.
The categories of expenses permitted under this Plan include service fees
("Service Fees") in an amount not to exceed .25%, and distribution fees
("Distribution Fees") in an amount not to exceed [ ]%, each such percentage
being per annum of the average net assets of the Fund's Class R-[ ] shares.
The actual amounts paid shall be determined by the Board of
[Directors][Trustees]. The Service Fee compensates the Distributor for
service-related expenses, including paying Service Fees to others in respect of
Class R-[ ] shares of the Fund. The Distribution Fee compensates the
Distributor for providing distribution services in respect of Class R-[ ]
shares of the Fund.
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 [Directors][Trustees] of the Fund and (ii) those
[Directors][Trustees] of the Fund who are not "interested persons" of the Fund
(as defined in the Investment Company Act of 1940) and have no direct or
indirect financial interest in the operation of this Plan or any agreement
related to it (the "Independent [Directors][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
[Directors][Trustees] shall be provided by any person authorized to direct the
disposition of monies paid or payable by the Fund pursuant to this Plan or any
related agreement, and the Board shall review, a written report of the amounts
expended pursuant to this Plan and the purposes for which such expenditures
were made.
4. TERMINATION OF PLAN. This Plan may be terminated as to the Fund's Class R-[
] shares at any time by vote of a majority of the Independent
[Directors][Trustees], or by vote of a majority of the outstanding Class R-[
] shares of the Fund. Unless sooner terminated in accordance with this
provision, this Plan shall continue in effect until [date]. It may thereafter
be continued from year to year in the manner provided for in paragraph 2
hereof.
5. REQUIREMENTS OF AGREEMENT. Any Agreement related to this Plan shall be in
writing, and shall provide:
a. that such Agreement may be terminated as to the Fund at any time, without
payment of any penalty by the vote of a majority of the Independent
[Directors][Trustees] or by a vote of a majority of the outstanding Class R-[
] shares of the Fund, on not more than sixty (60) days' written notice to any
other party to the Agreement; and
b. that such Agreement shall terminate automatically in the event of its assignment.
6. AMENDMENT. This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class R-[ ] shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class R-[ ] 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 [DIRECTORS][TRUSTEES]. While this Plan is in effect, the selection and nomination of Independent [Directors][Trustees] shall be committed to the discretion of the Independent [Directors][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 May 1, 2002.
[NAME OF FUND]
By
[name] Chairman
By
[name] Secretary