SEC File Nos. 333-152323

811-22215

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

__________________

 

FORM N-1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Post-Effective Amendment No. 13 (X)

 

and

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

 

Amendment No. 15 (X)

__________________

 

INTERNATIONAL GROWTH AND INCOME FUND

(Exact Name of Registrant as Specified in Charter)

 

One Market, Steuart Tower, Suite 2000, San Francisco, California 94105-1409

(Address of Principal Executive Offices) (ZIP Code)

 

Registrant's Telephone Number, Including Area Code: (415) 421-9360

__________________

 

Patrick F. Quan

Secretary

International Growth and Income Fund

One Market

Steuart Tower, Suite 2000

San Francisco, California 94105-1409

 

(Name and Address of Agent for Service)

 

Copy to:

 

Michael Glazer

Bingham McCutchen LLP

355 South Grand Avenue, Suite 4400

Los Angeles, CA 90071-3106

(Counsel for the Registrant)

__________________

 

Approximate date of proposed public offering:

 

[X] It is proposed that this filing will become effective on August 29, 2014, pursuant to paragraph (b) of Rule 485.

 

 

 
 

 

 

International Growth
and Income Fund SM

Prospectus

August 29, 2014

 

 

 

 
Class A B C F-1 F-2 529-A 529-B 529-C 529-E
IGAAX IGIBX IGICX IGIFX IGFFX CGIAX CGIBX CIICX CGIEX
                 
529-F-1 R-1 R-2 R-2E R-3 R-4 R-5 R-6  
CGIFX RIGAX RIGBX RIIEX RGICX RIGEX RIGFX RIGGX  

 

 

Table of contents

Investment objective 1
Fees and expenses of the fund 1
Principal investment strategies 3
Principal risks 3
Investment results 5
Management 7
Purchase and sale of fund shares 7
Tax information 7
Payments to broker-dealers and other financial intermediaries 7
Investment objective, strategies and risks 8
Management and organization 11
Shareholder information 13
Purchase, exchange and sale of shares 14
How to sell shares 19
Distributions and taxes 22
Choosing a share class 23
Sales charges 24
Sales charge reductions and waivers 27
Rollovers from retirement plans to IRAs 31
Plans of distribution 31
Other compensation to dealers 32
Fund expenses 32
Financial highlights 34

 

The U.S. Securities and Exchange Commission has not approved or disapproved of these securities. Further, it has not determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

 

 

 
 

Investment objective

The fund’s investment objective is to provide you with long-term growth of capital while providing current income.

Fees and expenses of the fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $25,000 in American Funds. More information about these and other discounts is available from your financial professional and in the “Sales charge reductions and waivers” section on page 27 of the prospectus and on page 55 of the fund’s statement of additional information.

Shareholder fees

(fees paid directly from your investment)

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

 

Annual fund operating expenses

(expenses that you pay each year as a percentage of the value of your investment)

  Share classes
  A B C F-1 F-2 529-A 529-B 529-C 529-E
Management fees 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50%
Distribution and/or service (12b-1) fees 0.24 1.00 1.00 0.25 none 0.20 1.00 1.00 0.50
Other expenses 0.17 0.16 0.21 0.21 0.20 0.28 0.30 0.28 0.23
Total annual fund operating expenses 0.91 1.66 1.71 0.96 0.70 0.98 1.80 1.78 1.23

 

  529-F-1 R-1 R-2 R-2E 2 R-3 R-4 R-5 R-6  
Management fees 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50%  
Distribution and/or service (12b-1) fees 0.00 1.00 2 0.73 0.60 0.49 0.24 none none  
Other expenses 0.28 0.17 0.52 3 0.31 0.27 0.19 0.13 0.09  
Total annual fund operating expenses 0.78 1.67 1.75 1.41 1.26 0.93 0.63 0.59  
1 A contingent deferred sales charge of 1.00% applies on certain redemptions within one year following purchases of $1 million or more made without an initial sales charge.
2 Based on estimated amounts for the current fiscal year.
3 Estimated based on current fees.

 

International Growth and Income Fund / Prospectus 1
 

Example This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Share classes 1 year 3 years 5 years 10 years
A $663 $848 $1,050 $1,630
B 669 923 1,102 1,766
C 274 539 928 2,019
F-1 98 306 531 1,178
F-2 72 224 390 871
529-A 669 869 1,086 1,707
529-B 683 966 1,175 1,900
529-C 281 560 964 2,095
529-E 125 390 676 1,489
529-F-1 80 249 433 966
R-1 170 526 907 1,976
R-2 178 551 949 2,062
R-2E 144 446 771 1,691
R-3 128 400 692 1,523
R-4 95 296 515 1,143
R-5 64 202 351 786
R-6 60 189 329 738

For the share classes listed below, you would pay the following if you did not redeem your shares:

Share classes 1 year 3 years 5 years 10 years
B $169 $523 $902 $1,766
C 174 539 928 2,019
529-B 183 566 975 1,900
529-C 181 560 964 2,095

 

Portfolio turnover The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s investment results. During the most recent fiscal year, the fund’s portfolio turnover rate was 29% of the average value of its portfolio.

 

International Growth and Income Fund / Prospectus 2
 

Principal investment strategies

The fund invests primarily in stocks of larger, well-established companies domiciled outside the United States, including in emerging markets and developing countries, that the investment adviser believes have the potential for growth and/or to pay dividends. The fund currently intends to invest at least 90% of its assets in securities of issuers domiciled outside the United States and whose securities are listed primarily on exchanges outside the United States and in cash and cash equivalents and securities held as collateral issued by U.S. issuers. The fund therefore expects to be invested in numerous countries outside the United States.

The fund is designed for investors seeking both capital appreciation and income. In pursuing its objective, the fund focuses on stocks of companies with strong earnings that pay dividends. The investment adviser believes that these stocks will be more resistant to market declines than stocks of companies that do not pay dividends.

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

The fund relies on the professional judgment of its investment adviser to make decisions about the fund’s portfolio investments. The basic investment philosophy of the investment adviser is to seek to invest in attractively valued companies that, in its opinion, represent good, long-term investment opportunities. The investment adviser believes that an important way to accomplish this is through fundamental analysis, which may include meeting with company executives and employees, suppliers, customers and competitors. Securities may be sold when the investment adviser believes that they no longer represent relatively attractive investment opportunities.

Principal risks

This section describes the principal risks associated with the fund’s principal investment strategies. You may lose money by investing in the fund. The likelihood of loss may be greater if you invest for a shorter period of time. Investors in the fund should have a long-term perspective and be able to tolerate potentially sharp declines in value.

Market conditions — The prices of, and the income generated by, the common stocks and other securities held by the fund may decline – sometimes rapidly or unpredictably – due to various factors, including events or conditions affecting the general economy or particular industries; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate and commodity price fluctuations.

Issuer risks — The values of, and the income generated by, securities held by the fund may also decline in response to various factors directly related to the issuers of such securities, including reduced demand for an issuer’s goods or services, poor management performance and strategic initiatives such as mergers, acquisitions or dispositions and the market response to any such initiative.

International Growth and Income Fund / Prospectus 3
 

Investing outside the United States — Securities of issuers domiciled outside the United States, or with significant operations outside the United States, may lose value because of adverse political, social, economic or market developments in the countries or regions in which the issuers operate. These securities may also lose value due to changes in foreign currency exchange rates against the U.S. dollar and/or currencies of other countries. Securities markets in certain countries may be more volatile and/or less liquid than those in the United States. Investments outside the United States may also be subject to different accounting practices and different regulatory, legal and reporting standards, and may be more difficult to value, than those in the United States. In addition, the value of investments outside the United States may be reduced by foreign taxes, including foreign withholding taxes on interest and dividends. Further, there may be increased risks of delayed settlement of securities purchased or sold by the fund. The risks of investing outside the United States may be heightened in connection with investments in emerging markets.

Investing in emerging markets — Investing in emerging markets may involve risks in addition to and greater than those generally associated with investing in the securities markets of developed countries. For instance, developing countries may have less developed legal and accounting systems than those in developed countries. The governments of these countries may be less stable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, and/or impose punitive taxes that could adversely affect the prices of securities. In addition, the economies of these countries may be dependent on relatively few industries that are more susceptible to local and global changes. Securities markets in these countries can also be relatively small and have substantially lower trading volumes. As a result, securities issued in these countries may be more volatile and less liquid, and may be more difficult to value, than securities issued in countries with more developed economies and/or markets. Additionally, there may be increased settlement risks for transactions in local securities.

Investing in growth-oriented stocks — Growth-oriented common stocks and other equity-type securities (such as preferred stocks, convertible preferred stocks and convertible bonds) may involve larger price swings and greater potential for loss than other types of investments.

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

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

Your investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, entity or person. You should consider how this fund fits into your overall investment program.

 

International Growth and Income Fund / Prospectus 4
 

Investment results

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

 

 

International Growth and Income Fund / Prospectus 5
 

 

Average annual total returns

For the periods ended December 31, 2013 (with maximum sales charge):

Share class Inception date 1 year 5 years Lifetime
A − Before taxes 10/1/2008 11.34% 12.46% 10.02%
− After taxes on distributions   9.85 11.82 9.42
− After taxes on distributions and sale of fund shares 7.96 10.30 8.28

 

Share classes (before taxes) Inception date 1 year 5 years Lifetime
B 10/1/2008 12.23% 12.68% 10.30%
C 10/1/2008 16.17 12.88 10.39
F-1 10/1/2008 18.07 13.77 11.25
F-2 10/1/2008 18.37 14.05 11.53
529-A 10/1/2008 11.25 12.38 9.94
529-B 10/1/2008 12.06 12.55 10.17
529-C 10/1/2008 16.08 12.81 10.30
529-E 10/1/2008 17.74 13.41 10.89
529-F-1 10/1/2008 18.24 13.94 11.43
R-1 10/1/2008 17.74 13.20 10.68
R-2 10/1/2008 17.17 12.89 10.39
R-3 10/1/2008 17.69 13.40 10.89
R-4 10/1/2008 18.09 13.78 11.26
R-5 10/1/2008 18.44 14.10 11.57
R-6 5/1/2009 18.48 14.15 15.03

 

Indexes 1 year 5 years Lifetime
(from Class A inception)
MSCI All Country World ex USA Index (reflects no deductions for sales charges, account fees, expenses or U.S. federal income taxes) 15.29% 12.81% 6.76%
Lipper International Funds Index (reflects no deductions for sales charges, account fees or U.S. federal income taxes) 21.23 13.27 7.65
Class A annualized 30-day yield at June 30, 2014: 2.19%
(For current yield information, please call American FundsLine® at (800) 325-3590.)

 

After-tax returns are shown only for Class A shares; after-tax returns for other share classes will vary. After-tax returns are calculated using the highest individual federal income tax rates in effect during each year of the periods shown and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation and likely will differ from the results shown above. In addition, after-tax returns are not relevant if you hold your fund shares through a tax-favored arrangement, such as a 401(k) plan, individual retirement account (IRA) or 529 college savings plan.

 

International Growth and Income Fund / Prospectus 6
 

Management

Investment adviser Capital Research and Management Company SM

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

Portfolio manager/
Fund title (if applicable)
Portfolio manager
experience
in this fund
Primary title
with investment adviser
Steven T. Watson
Vice Chairman of the Board
6 years Senior Vice President –
Capital World Investors
Carl M. Kawaja
President
6 years Senior Vice President –
Capital World Investors
Andrew B. Suzman
Senior Vice President
6 years Senior Vice President –
Capital World Investors

 

Purchase and sale of fund shares

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

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

Tax information

Dividends and capital gain distributions you receive from the fund are subject to federal income taxes and may also be subject to state and local taxes, unless you are tax-exempt or your account is tax-favored.

Payments to broker-dealers and other financial intermediaries

If you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and the fund’s distributor or its affiliates may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your individual financial advisor to recommend the fund over another investment. Ask your individual financial advisor or visit your financial intermediary’s website for more information.

 

International Growth and Income Fund / Prospectus 7
 

Investment objective, strategies and risks

The fund’s investment objective is to provide you with long-term growth of capital while providing current income. While it has no present intention to do so, the fund’s board may change the fund’s investment objective without shareholder approval upon 60 days’ written notice to shareholders. The fund pursues this objective by investing primarily in stocks of larger, well-established companies domiciled outside the United States, including in developing countries, that the investment adviser believes have the potential for growth and/or to pay dividends.

The following describes certain strategies that the investment adviser uses in pursuit of the fund’s objective and the corresponding risks:

The fund is designed for investors seeking both capital appreciation and income. In pursuing its objective, the fund focuses on stocks of companies with strong earnings that pay dividends. The investment adviser believes that these stocks are more resistant to market declines than stocks of companies that do not pay dividends.

 

For example, increases in the prices of basic commodities, such as oil or grains, can negatively impact the values of the stocks of certain companies. Further, changes in relationships among global currencies may trigger declines in the value of the fund’s holdings. Investing in companies based in developing countries may entail greater risks.

The fund currently intends to invest at least 90% of its assets in securities of issuers domiciled outside the United States and whose securities are listed primarily on exchanges outside the United States and in cash and cash equivalents and securities held as collateral issued by U.S. issuers. The fund therefore expects to be invested in numerous countries outside the United States.

The fund may also hold cash or money market instruments, including commercial paper and short-term securities issued by the U.S. government, its agencies and instrumentalities. The percentage of the fund invested in such holdings varies and depends on various factors, including market conditions and purchases and redemptions of fund shares. For temporary defensive purposes, the fund may invest without limitation in such instruments. The investment adviser may determine that it is appropriate to invest substantially in such instruments in response to certain circumstances, such as periods of market turmoil. A larger percentage of such holdings could moderate the fund’s investment results in a period of rising market prices. Alternatively, a larger percentage of such holdings could reduce the magnitude of the fund’s loss in a period of falling market prices and provide liquidity to make additional investments or to meet redemptions.

The following are certain risks associated with the fund’s investment strategies.

Market conditions — The prices of, and the income generated by, the common stocks and other securities held by the fund may decline – sometimes rapidly or unpredictably – due to various factors, including events or conditions affecting the general economy or particular industries; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate and commodity price fluctuations.

International Growth and Income Fund / Prospectus 8
 

Issuer risks — The values of, and the income generated by, securities held by the fund may also decline in response to various factors directly related to the issuers of such securities, including reduced demand for an issuer’s goods or services, poor management performance and strategic initiatives such as mergers, acquisitions or dispositions and the market response to any such initiative.

Investing outside the United States — Securities of issuers domiciled outside the United States, or with significant operations outside the United States, may lose value because of adverse political, social, economic or market developments in the countries or regions in which the issuers operate. These securities may also lose value due to changes in foreign currency exchange rates against the U.S. dollar and/or currencies of other countries. Securities markets in certain countries may be more volatile and/or less liquid than those in the United States. Investments outside the United States may also be subject to different accounting practices and different regulatory, legal and reporting standards, and may be more difficult to value, than those in the United States. In addition, the value of investments outside the United States may be reduced by foreign taxes, including foreign withholding taxes on interest and dividends. Further, there may be increased risks of delayed settlement of securities purchased or sold by the fund. The risks of investing outside the United States may be heightened in connection with investments in emerging markets.

Investing in emerging markets — Investing in emerging markets may involve risks in addition to and greater than those generally associated with investing in the securities markets of developed countries. For instance, developing countries may have less developed legal and accounting systems than those in developed countries. The governments of these countries may be less stable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, and/or impose punitive taxes that could adversely affect the prices of securities. In addition, the economies of these countries may be dependent on relatively few industries that are more susceptible to local and global changes. Securities markets in these countries can also be relatively small and have substantially lower trading volumes. As a result, securities issued in these countries may be more volatile and less liquid, and may be more difficult to value, than securities issued in countries with more developed economies and/or markets. Additionally, there may be increased settlement risks for transactions in local securities.

Investing in growth-oriented stocks — Growth-oriented common stocks and other equity-type securities (such as preferred stocks, convertible preferred stocks and convertible bonds) may involve larger price swings and greater potential for loss than other types of investments.

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

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

International Growth and Income Fund / Prospectus 9
 

In addition to the investment strategies described above, the fund has other investment practices that are described in the statement of additional information, which includes a description of certain risks related to the fund’s investment strategies and other investment practices. The fund’s investment results will depend on the ability of the fund’s investment adviser to navigate the risks discussed above as well as those described in the statement of additional information.

Fund comparative indexes The investment results table in this prospectus shows how the fund’s average annual total returns compare with various broad measures of market results. The MSCI All Country World ex USA Index is a free float-adjusted market capitalization-weighted index that is designed to measure equity market results in the global developed and emerging markets, excluding the United States. The index consists of more than 40 developed and emerging market country indexes. Results reflect dividends gross of withholding taxes through December 31, 2000, and dividends net of withholding taxes thereafter. This index is unmanaged, and its results include reinvested dividends and/or distributions but do not reflect the effect of sales charges, commissions, account fees, expenses or U.S. federal income taxes. The Lipper International Funds Index is an equally weighted index of funds that invest assets in securities with primary trading markets outside the United States. The results of the underlying funds in the index include the reinvestment of dividends and capital gain distributions, as well as brokerage commissions paid by the funds for portfolio transactions and other fund expenses, but do not reflect the effect of sales charges, account fees or U.S. federal income taxes.

Fund results All fund results in this prospectus reflect the reinvestment of dividends and capital gain distributions, if any. Unless otherwise noted, fund results reflect any fee waivers and/or expense reimbursements in effect during the periods presented.

 

International Growth and Income Fund / Prospectus 10
 

Management and organization

Investment adviser Capital Research and Management Company, an experienced investment management organization founded in 1931, serves as the investment adviser to the fund and other funds, including the American Funds. Capital Research and Management Company is a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at 333 South Hope Street, Los Angeles, California 90071. Capital Research and Management Company manages the investment portfolio and business affairs of the fund. The total management fee to be paid by the fund for the current fiscal year, as a percentage of average net assets, appears in the Annual Fund Operating Expenses table under “Fees and expenses of the fund.” Please see the statement of additional information for further details. A discussion regarding the basis for approval of the fund’s Investment Advisory and Service Agreement by the fund’s board of trustees is contained in the fund’s semi-annual report to shareholders for the fiscal period ended December 31, 2013.

Capital Research and Management Company manages equity assets through three equity investment divisions and fixed-income assets through its fixed-income investment division, Capital Fixed Income Investors. The three equity investment divisions — Capital World Investors, Capital Research Global Investors and Capital International Investors — make investment decisions independently of one another.

The equity investment divisions may, in the future, be incorporated as wholly owned subsidiaries of Capital Research and Management Company. In that event, Capital Research and Management Company would continue to be the investment adviser, and day-to-day investment management of equity assets would continue to be carried out through one or more of these subsidiaries. Although not currently contemplated, Capital Research and Management Company could incorporate its fixed-income investment division in the future and engage it to provide day-to-day investment management of fixed-income assets. Capital Research and Management Company and each of the funds it advises have received an exemptive order from the U.S. Securities and Exchange Commission that allows Capital Research and Management Company to use, upon approval of the fund’s board, its management subsidiaries and affiliates to provide day-to-day investment management services to the fund, including making changes to the management subsidiaries and affiliates providing such services. The fund’s shareholders have approved this arrangement; however, there is no assurance that Capital Research and Management Company will incorporate its investment divisions or exercise any authority granted to it under the exemptive order.

Portfolio holdings Portfolio holdings information for the fund is available on the American Funds website at americanfunds.com. A description of the fund’s policies and procedures regarding disclosure of information about its portfolio holdings is available in the statement of additional information.

 

International Growth and Income Fund / Prospectus 11
 

The Capital System SM Capital Research and Management Company uses a system of multiple portfolio managers in managing mutual fund assets. Under this approach, the portfolio of a fund is divided into segments managed by individual managers who decide how their respective segments will be invested. In addition, Capital Research and Management Company’s investment analysts may make investment decisions with respect to a portion of a fund’s portfolio. Investment decisions are subject to a fund’s objective(s), policies and restrictions and the oversight of the appropriate investment-related committees of Capital Research and Management Company and its investment divisions. The table below shows the investment experience and role in management of the fund for each of the fund’s primary portfolio managers.

Portfolio manager Investment
experience
Experience
in this fund
Role in
management
of the fund
Steven T. Watson Investment professional for 27 years in total;
25 years with Capital Research and Management Company or affiliate
6 years Serves as an equity portfolio manager
Carl M. Kawaja Investment professional for 27 years in total;
23 years with Capital Research and Management Company or affiliate
6 years Serves as an equity portfolio manager
Andrew B. Suzman Investment professional for 21 years, all with Capital Research and Management Company or affiliate 6 years Serves as an equity portfolio manager

 

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

 

International Growth and Income Fund / Prospectus 12
 

Certain privileges and/or services described on the following pages of this prospectus and in the statement of additional information may not be available to you, depending on your investment dealer or retirement plan recordkeeper. Please see your financial advisor, investment dealer or retirement plan recordkeeper for more information.

Shareholder information

Shareholder services American Funds Service Company, the fund’s transfer agent, offers a wide range of services that you can use to alter your investment program should your needs or circumstances change. These services may be terminated or modified at any time upon 60 days’ written notice.

 

A more detailed description of policies and services is included in the fund’s statement of additional information and the owner’s guide sent to new American Funds shareholders entitled Welcome . Class 529 shareholders should also refer to the applicable program description for information on policies and services relating specifically to their account(s). These documents are available by writing to or calling American Funds Service Company.

 

International Growth and Income Fund / Prospectus 13
 

Unless otherwise noted, references to Class A, B, C or F-1 shares on the following pages also refer to the corresponding Class 529-A, 529-B, 529-C or 529-F-1 shares. Unless otherwise noted, references to Class F shares refer to both Class F-1 and F-2 shares and references to Class R shares refer to Class R-1, R-2, R-2E, R-3, R-4, R-5 and R-6 shares.

Purchase, exchange and sale of shares

The fund’s transfer agent, on behalf of the fund and American Funds Distributors,® the fund’s distributor, is required by law to obtain certain personal information from you or any other person(s) acting on your behalf in order to verify your or such person’s identity. If you do not provide the information, the transfer agent may not be able to open your account. If the transfer agent is unable to verify your identity or that of any other person(s) authorized to act on your behalf, or believes it has identified potentially criminal activity, the fund and American Funds Distributors reserve the right to close your account or take such other action they deem reasonable or required by law.

When purchasing shares, you should designate the fund or funds in which you wish to invest. Subject to the exception below, if no fund is designated, your money will be held uninvested (without liability to the transfer agent for loss of income or appreciation pending receipt of proper instructions) until investment instructions are received, but for no more than three business days. Your investment will be made at the net asset value (plus any applicable sales charge, in the case of Class A shares) next determined after investment instructions are received and accepted by the transfer agent. If investment instructions are not received, your money will be invested in Class A shares of American Funds Money Market Fund® on the third business day after receipt of your investment.

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

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

 

International Growth and Income Fund / Prospectus 14
 

Valuing shares The net asset value of each share class of the fund is the value of a single share of that class. The fund calculates the net asset value each day the New York Stock Exchange is open for trading as of approximately 4 p.m. New York time, the normal close of regular trading. If, for example, the New York Stock Exchange closes at 1 p.m. New York time, the fund’s net asset value would still be determined as of 4 p.m. New York time. In this example, portfolio securities traded on the New York Stock Exchange would be valued at their closing prices unless the investment adviser determines that a “fair value” adjustment is appropriate due to subsequent events. Assets are valued primarily on the basis of market quotations. However, the fund has adopted procedures for making fair value determinations if market quotations are not readily available or are not considered reliable. For example, if events occur between the close of markets outside the United States and the close of regular trading on the New York Stock Exchange that, in the opinion of the investment adviser, materially affect the value of any of the fund’s securities that trade principally in those international markets, those securities will be valued in accordance with fair value procedures. Use of these procedures is intended to result in more appropriate net asset values. In addition, such use is intended to reduce potential arbitrage opportunities otherwise available to short-term investors.

Because the fund may hold securities that are listed primarily on foreign exchanges that trade on weekends or days when the fund does not price its shares, the values of securities held in the fund may change on days when you will not be able to purchase or redeem fund shares.

Your shares will be purchased at the net asset value (plus any applicable sales charge, in the case of Class A shares) or sold at the net asset value next determined after American Funds Service Company receives your request, provided that your request contains all information and legal documentation necessary to process the transaction. A contingent deferred sales charge may apply at the time you sell certain Class A, B and C shares.

 

International Growth and Income Fund / Prospectus 15
 

Purchase of Class A and C shares You may generally open an account and purchase Class A and C shares by contacting any financial advisor (who may impose transaction charges in addition to those described in this prospectus) authorized to sell the fund’s shares. You may purchase additional shares in various ways, including through your financial advisor and by mail, telephone, the Internet and bank wire.

Class B shares Class B and 529-B shares may not be purchased or acquired, except by exchange from Class B or 529-B shares of another fund in the American Funds family. Any other investment received by the fund that is intended for Class B or 529-B shares will instead be invested in Class A or 529-A shares and will be subject to any applicable sales charges.

Shareholders with investments in Class B and 529-B shares may continue to hold such shares until they convert to Class A or 529-A shares. However, no additional investments will be accepted in Class B or 529-B shares. Dividends and capital gain distributions may continue to be reinvested in Class B or 529-B shares until their conversion dates. In addition, shareholders invested in Class B or 529-B shares will be able to exchange those shares for Class B or 529-B shares of other American Funds offering Class B or 529-B shares until they convert.

Automatic conversion of Class B and C shares Class B shares automatically convert to Class A shares in the month of the eight-year anniversary of the purchase date. Class C shares automatically convert to Class F-1 shares in the month of the 10-year anniversary of the purchase date; however, Class 529-C shares will not convert to Class 529-F-1 shares. The Internal Revenue Service currently takes the position that these automatic conversions are not taxable. Should its position change, the automatic conversion feature may be suspended. If this were to happen, you would have the option of converting your Class B, 529-B or C shares to the respective share classes at the anniversary dates described above. This exchange would be based on the relative net asset values of the two classes in question, without the imposition of a sales charge or fee, but you might face certain tax consequences as a result.

Purchase of Class F shares You may generally open an account and purchase Class F shares only through fee-based programs of investment dealers that have special agreements with the fund’s distributor, through certain registered investment advisors and through other intermediaries approved by the fund’s distributor. These intermediaries typically charge ongoing fees for services they provide. Intermediary fees are not paid by the fund and normally range from .75% to 1.50% of assets annually, depending on the services offered.

Purchase of Class 529 shares Class 529 shares may be purchased only through an account established with a 529 college savings plan managed by the American Funds organization. You may open this type of account and purchase Class 529 shares by contacting any financial advisor (who may impose transaction charges in addition to those described in this prospectus) authorized to sell such an account. You may purchase additional shares in various ways, including through your financial advisor and by mail, telephone, the Internet and bank wire.

Class 529-E shares may be purchased only by employees participating through an eligible employer plan.

International Growth and Income Fund / Prospectus 16
 

Accounts holding Class 529 shares are subject to a $10 account setup fee and an annual $10 account maintenance fee. These fees are waived until further notice.

Investors residing in any state may purchase Class 529 shares through an account established with a 529 college savings plan managed by the American Funds organization. Class 529-A, 529-B, 529-C and 529-F-1 shares are structured similarly to the corresponding Class A, B, C and F-1 shares. For example, the same initial sales charges apply to Class 529-A shares as to Class A shares.

Purchase of Class R shares Class R shares are generally available only to retirement plans established under Internal Revenue Code Sections 401(a), 403(b) or 457, and to nonqualified deferred compensation plans and certain voluntary employee benefit association and post-retirement benefit plans. Class R shares also are generally available only to retirement plans where plan level or omnibus accounts are held on the books of the fund. Class R-5 and R-6 shares are generally available only to fee-based programs or through retirement plan intermediaries. In addition, Class R-5 and R-6 shares are available for investment by other registered investment companies approved by the fund’s investment adviser or distributor. Class R shares generally are not available to retail nonretirement accounts, traditional and Roth individual retirement accounts (IRAs), Coverdell Education Savings Accounts, SEPs, SARSEPs, SIMPLE IRAs and 529 college savings plans.

Purchases by employer-sponsored retirement plans Eligible retirement plans generally may open an account and purchase Class A or R shares by contacting any investment dealer (who may impose transaction charges in addition to those described in this prospectus) authorized to sell these classes of the fund’s shares. Some or all R share classes may not be available through certain investment dealers. Additional shares may be purchased through a plan’s administrator or recordkeeper.

Class A shares are generally not available for retirement plans using the PlanPremier® or Recordkeeper Direct® recordkeeping programs.

Employer-sponsored retirement plans that are eligible to purchase Class R shares may instead purchase Class A shares and pay the applicable Class A sales charge, provided that their recordkeepers can properly apply a sales charge on plan investments. These plans are not eligible to make initial purchases of $1 million or more in Class A shares and thereby invest in Class A shares without a sales charge, nor are they eligible to establish a statement of intention that qualifies them to purchase Class A shares without a sales charge. More information about statements of intention can be found under “Sales charge reductions and waivers” in this prospectus. Plans investing in Class A shares with a sales charge may purchase additional Class A shares in accordance with the sales charge table in this prospectus.

Employer-sponsored retirement plans that invested in Class A shares without any sales charge before April 1, 2004, and that continue to meet the eligibility requirements in effect as of that date for purchasing Class A shares at net asset value, may continue to purchase Class A shares without any initial or contingent deferred sales charge.

A 403(b) plan may not invest in Class A or C shares unless it was invested in Class A or C shares before January 1, 2009.

International Growth and Income Fund / Prospectus 17
 

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

For accounts established with an automatic investment plan, the initial purchase minimum of $250 may be waived if the purchases (including purchases through exchanges from another fund) made under the plan are sufficient to reach $250 within five months of account establishment.

The effective purchase maximums for Class 529-A, 529-C, 529-E and 529-F-1 shares will reflect the maximum applicable contribution limits under state law. See the applicable program description for more information.

The purchase maximum for Class C shares is $500,000 per transaction. In addition, if you have significant American Funds holdings, you may not be eligible to invest in Class C or 529-C shares. Specifically, you may not purchase Class C or 529-C shares if you are eligible to purchase Class A or 529-A shares at the $1 million or more sales charge discount rate (that is, at net asset value). See “Sales charge reductions and waivers” in this prospectus and the statement of additional information for more details regarding sales charge discounts.

Exchange Generally, you may exchange your shares for shares of the same class of other American Funds without a sales charge. Class A, C or F-1 shares may generally be exchanged for the corresponding 529 share class without a sales charge. Class B shares may not be exchanged for Class 529-B shares. Exchanges from Class A, C or F-1 shares to the corresponding 529 share class, particularly in the case of Uniform Gifts to Minors Act or Uniform Transfers to Minors Act custodial accounts, may result in significant legal and tax consequences, as described in the applicable program description. Please consult your financial advisor before making such an exchange.

Exchanges of shares from American Funds Money Market Fund initially purchased without a sales charge generally will be subject to the appropriate sales charge. For purposes of computing the contingent deferred sales charge on Class B and C shares, the length of time you have owned your shares will be measured from the first day of the month in which shares were purchased and will not be affected by any permitted exchange.

Exchanges have the same tax consequences as ordinary sales and purchases. For example, to the extent you exchange shares held in a taxable account that are worth more now than what you paid for them, the gain will be subject to taxation.

See “Transactions by telephone, fax or the Internet” in the section “How to sell shares” of this prospectus for information regarding electronic exchanges.

Please see the statement of additional information for details and limitations on moving investments in certain share classes to different share classes and on moving investments held in certain accounts to different accounts.

 

International Growth and Income Fund / Prospectus 18
 

How to sell shares

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

Employer-sponsored retirement plans

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

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

· Shares held for you in your dealer’s name must be sold through the dealer.
· Generally, Class F shares must be sold through intermediaries such as dealers or financial advisors.

Writing to American Funds Service Company

· Requests must be signed by the registered shareholder(s).
· A signature guarantee is required if the redemption is:
more than $125,000;
made payable to someone other than the registered shareholder(s); or
sent to an address other than the address of record or to an address of record that has been changed within the previous 10 days.
· American Funds Service Company reserves the right to require signature guarantee(s) on any redemption.
· Additional documentation may be required for redemptions of shares held in corporate, partnership or fiduciary accounts.

Telephoning or faxing American Funds Service Company or using the Internet

· Redemptions by telephone, fax or the Internet (including American FundsLine and americanfunds.com) are limited to $125,000 per American Funds shareholder each day.
· Checks must be made payable to the registered shareholder.
· Checks must be mailed to an address of record that has been used with the account for at least 10 days.

If you recently purchased shares and subsequently request a redemption of those shares, you will receive proceeds from the redemption once a sufficient period of time has passed to reasonably ensure that checks or drafts, including certified or cashier’s checks, for the shares purchased have cleared (normally 10 business days).

Although payment of redemptions normally will be in cash, the fund’s declaration of trust permits payment of the redemption price wholly or partly with portfolio securities or other fund assets under conditions and circumstances determined by the fund’s board of trustees.

 

International Growth and Income Fund / Prospectus 19
 

Transactions by telephone, fax or the Internet Generally, you are automatically eligible to redeem or exchange shares by telephone, fax or the Internet, unless you notify us in writing that you do not want any or all of these services. You may reinstate these services at any time.

Unless you decide not to have telephone, fax or Internet services on your account(s), you agree to hold the fund, American Funds Service Company, any of its affiliates or mutual funds managed by such affiliates, and each of their respective directors, trustees, officers, employees and agents harmless from any losses, expenses, costs or liabilities (including attorney fees) that may be incurred in connection with the exercise of these privileges, provided that American Funds Service Company employs reasonable procedures to confirm that the instructions received from any person with appropriate account information are genuine. If reasonable procedures are not employed, American Funds Service Company and/or the fund may be liable for losses due to unauthorized or fraudulent instructions.

Frequent trading of fund shares The fund and American Funds Distributors reserve the right to reject any purchase order for any reason. The fund is not designed to serve as a vehicle for frequent trading. Frequent trading of fund shares may lead to increased costs to the fund and less efficient management of the fund’s portfolio, potentially resulting in dilution of the value of the shares held by long-term shareholders. Accordingly, purchases, including those that are part of exchange activity, that the fund or American Funds Distributors has determined could involve actual or potential harm to the fund may be rejected.

The fund, through its transfer agent, American Funds Service Company, maintains surveillance procedures that are designed to detect frequent trading in fund shares. Under these procedures, various analytics are used to evaluate factors that may be indicative of frequent trading. For example, transactions in fund shares that exceed certain monetary thresholds may be scrutinized. American Funds Service Company also may review transactions that occur close in time to other transactions in the same account or in multiple accounts under common ownership or influence. Trading activity that is identified through these procedures or as a result of any other information available to the fund will be evaluated to determine whether such activity might constitute frequent trading. These procedures may be modified from time to time as appropriate to improve the detection of frequent trading, to facilitate monitoring for frequent trading in particular retirement plans or other accounts and to comply with applicable laws.

In addition to the fund’s broad ability to restrict potentially harmful trading as described above, the fund’s board of trustees has adopted a “purchase blocking policy” under which any shareholder redeeming shares having a value of $5,000 or more from a fund will be precluded from investing in that fund for 30 calendar days after the redemption transaction. This policy also applies to redemptions and purchases that are part of exchange transactions. Under the fund’s purchase blocking policy, certain purchases will not be prevented and certain redemptions will not trigger a purchase block, such as:

· purchases and redemptions of shares having a value of less than $5,000;
· transactions in Class 529 shares;
International Growth and Income Fund / Prospectus 20
 
· purchases and redemptions by investment companies managed or sponsored by the fund’s investment adviser or its affiliates, including reallocations and transactions allowing the investment company to meet its redemptions and purchases;
· retirement plan contributions, loans and distributions (including hardship withdrawals) identified as such on the retirement plan recordkeeper’s system;
· purchase transactions involving in-kind transfers of shares of the fund, rollovers, Roth IRA conversions and IRA recharacterizations, where the entity maintaining the shareholder account is able to identify the transaction as one of these types of transactions; and
· systematic redemptions and purchases, where the entity maintaining the shareholder account is able to identify the transaction as a systematic redemption or purchase.

Generally, purchases and redemptions will not be considered “systematic” unless the transaction is prescheduled for a specific date.

The fund reserves the right to waive the purchase blocking policy with respect to specific shareholder accounts in those instances where American Funds Service Company determines that its surveillance procedures are adequate to detect frequent trading in fund shares.

American Funds Service Company will work with certain intermediaries (such as investment dealers holding shareholder accounts in street name, retirement plan recordkeepers, insurance company separate accounts and bank trust companies) to apply their own procedures, provided that American Funds Service Company believes the intermediary’s procedures are reasonably designed to enforce the frequent trading policies of the fund. You should refer to disclosures provided by the intermediaries with which you have an account to determine the specific trading restrictions that apply to you.

If American Funds Service Company identifies any activity that may constitute frequent trading, it reserves the right to contact the intermediary and request that the intermediary either provide information regarding an account owner’s transactions or restrict the account owner’s trading. If American Funds Service Company is not satisfied that the intermediary has taken appropriate action, American Funds Service Company may terminate the intermediary’s ability to transact in fund shares.

There is no guarantee that all instances of frequent trading in fund shares will be prevented.

Notwithstanding the fund’s surveillance procedures and purchase blocking policy described above, all transactions in fund shares remain subject to the right of the fund, American Funds Distributors and American Funds Service Company to restrict potentially abusive trading generally, including the types of transactions described above that will not be prevented or trigger a block under the purchase blocking policy. See the statement of additional information for more information about how American Funds Service Company may address other potentially abusive trading activity in the American Funds.

 

International Growth and Income Fund / Prospectus 21
 

Distributions and taxes

Dividends and distributions The fund intends to distribute dividends to you, usually in March, June, September and December.

Capital gains, if any, are usually distributed in December. When a dividend or capital gain is distributed, the net asset value per share is reduced by the amount of the payment.

You may elect to reinvest dividends and/or capital gain distributions to purchase additional shares of this fund or other American Funds, or you may elect to receive them in cash. Dividends and capital gain distributions for 529 share classes and retirement plan shareholders will be reinvested automatically.

Taxes on dividends and distributions For federal tax purposes, dividends and distributions of short-term capital gains are taxable as ordinary income. The fund’s distributions of net long-term capital gains are taxable as long-term capital gains. Any dividends or capital gain distributions you receive from the fund will normally be taxable to you when made, regardless of whether you reinvest dividends or capital gain distributions or receive them in cash.

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

Taxes on transactions Your redemptions, including exchanges, may result in a capital gain or loss for federal tax purposes. A capital gain or loss on your investment is the difference between the cost of your shares, including any sales charges, and the amount you receive when you sell them.

Exchanges within a tax-favored retirement plan account will not result in a capital gain or loss for federal or state income tax purposes. With limited exceptions, distributions from a retirement plan account are taxable as ordinary income.

Shareholder fees Fees borne directly by the fund normally have the effect of reducing a shareholder’s taxable income on distributions. By contrast, fees paid directly to advisors by a fund shareholder for ongoing advice are deductible for income tax purposes only to the extent that they (combined with certain other qualifying expenses) exceed 2% of such shareholder’s adjusted gross income.

Please see your tax advisor for more information. Holders of Class 529 shares should refer to the applicable program description for more information regarding the tax consequences of selling Class 529 shares.

 

International Growth and Income Fund / Prospectus 22
 

Choosing a share class

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

Each share class represents an investment in the same portfolio of securities, but each class has its own sales charge and expense structure, allowing you to choose the class that best fits your situation. When you purchase shares of the fund for an individual-type account, you should choose a share class. If none is chosen, your investment will be made in Class A shares or, in the case of a 529 plan investment, Class 529-A shares.

Factors you should consider when choosing a class of shares include:

· how long you expect to own the shares;
· how much you intend to invest;
· total expenses associated with owning shares of each class;
· whether you qualify for any reduction or waiver of sales charges (for example, Class A or 529-A shares may be a less expensive option over time, particularly if you qualify for a sales charge reduction or waiver);
· whether you plan to take any distributions in the near future (for example, the contingent deferred sales charge will not be waived if you sell your Class 529-B or 529-C shares to cover higher education expenses); and
· availability of share classes:
Class B and 529-B shares may not be purchased or acquired except by exchange from Class B or 529-B shares of another fund in the American Funds family;
Class C shares are not available to retirement plans that do not currently invest in such shares and that are eligible to invest in Class R shares, including retirement plans established under Internal Revenue Code Sections 401(a) (including 401(k) plans), 403(b) or 457;
Class F and 529-F-1 shares are generally available only to fee-based programs of investment dealers that have special agreements with the fund’s distributor, to certain registered investment advisors and to other intermediaries approved by the fund’s distributor; and
Class R shares are generally available only to retirement plans established under Internal Revenue Code Sections 401(a) (including 401(k) plans), 403(b) or 457, and to nonqualified deferred compensation plans and certain voluntary employee benefit association and post-retirement benefit plans .

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

 

International Growth and Income Fund / Prospectus 23
 

Sales charges

Class A shares The initial sales charge you pay each time you buy Class A shares differs depending upon the amount you invest and may be reduced or eliminated for larger purchases as indicated below. The “offering price,” the price you pay to buy shares, includes any applicable sales charge, which will be deducted directly from your investment. Shares acquired through reinvestment of dividends or capital gain distributions are not subject to an initial sales charge.

  Sales charge as a
percentage of:
 
Investment Offering price Net amount
invested
Dealer commission
as a percentage
of offering price
Less than $25,000 5.75% 6.10% 5.00%
$25,000 but less than $50,000 5.00 5.26 4.25
$50,000 but less than $100,000 4.50 4.71 3.75
$100,000 but less than $250,000 3.50 3.63 2.75
$250,000 but less than $500,000 2.50 2.56 2.00
$500,000 but less than $750,000 2.00 2.04 1.60
$750,000 but less than $1 million 1.50 1.52 1.20
$1 million or more and certain other investments described below none none see below

The sales charge, expressed as a percentage of the offering price or the net amount invested, may be higher or lower than the percentages described in the table above due to rounding. This is because the dollar amount of the sales charge is determined by subtracting the net asset value of the shares purchased from the offering price, which is calculated to two decimal places using standard rounding criteria. The impact of rounding will vary with the size of the investment and the net asset value of the shares. Similarly, any contingent deferred sales charge paid by you on investments in Class A shares may be higher or lower than the 1% charge described below due to rounding.

Except as provided below, investments in Class A shares of $1 million or more may be subject to a 1% contingent deferred sales charge if the shares are sold within one year of purchase. The contingent deferred sales charge is based on the original purchase cost or the current market value of the shares being sold, whichever is less.

Class A share purchases not subject to sales charges The following investments are not subject to any initial or contingent deferred sales charge if American Funds Service Company is properly notified of the nature of the investment:

· investments in Class A shares made by endowments or foundations with $50 million or more in assets;
· investments made by accounts that are part of certain qualified fee-based programs and that purchased Class A shares before the discontinuation of the relevant investment dealer’s load-waived Class A share program with the American Funds; and
· certain rollover investments from retirement plans to IRAs (see “Rollovers from retirement plans to IRAs” in this prospectus for more information).
International Growth and Income Fund / Prospectus 24
 

The distributor may pay dealers a commission of up to 1% on investments made in Class A shares with no initial sales charge. The fund may reimburse the distributor for these payments through its plans of distribution (see “Plans of distribution” in this prospectus).

Transfers from certain 529 plans to plans managed by the American Funds organization will be made with no sales charge. No commission will be paid to the dealer on such a transfer. Please see the statement of additional information for more information.

Certain other investors may qualify to purchase shares without a sales charge, such as employees of investment dealers and registered investment advisors authorized to sell American Funds and employees of The Capital Group Companies, Inc. and its affiliates. Please see the statement of additional information for further details.

Class B and C shares For Class B shares, a contingent deferred sales charge may be applied to shares you sell within six years of the date you purchased the Class B shares, as shown in the table below. The contingent deferred sales charge is eliminated six years after purchase.

Contingent deferred sales charge on Class B shares
Year of redemption: 1 2 3 4 5 6 7+
Contingent deferred sales charge: 5% 4% 4% 3% 2% 1% 0%

Class C shares are sold without any initial sales charge. American Funds Distributors pays 1% of the amount invested to dealers who sell Class C shares. A contingent deferred sales charge of 1% applies if Class C shares are sold within one year of purchase. The contingent deferred sales charge is eliminated one year after purchase.

Any contingent deferred sales charge paid by you on sales of Class B or C shares, expressed as a percentage of the applicable redemption amount, may be higher or lower than the percentages described above due to rounding.

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

Class R shares Class R shares are sold without any initial or contingent deferred sales charge. The distributor will pay dealers annually asset-based compensation of up to 1.00% for sales of Class R-1 shares, up to .75% for Class R-2 shares, up to .60% for Class R-2E shares, up to .50% for Class R-3 shares and up to .25% for Class R-4 shares. No dealer compensation is paid from fund assets on sales of Class R-5 or R-6 shares. The fund may reimburse the distributor for these payments through its plans of distribution.

See “Plans of distribution” in this prospectus for ongoing compensation paid to your dealer or financial advisor for all share classes.

 

International Growth and Income Fund / Prospectus 25
 

Contingent deferred sales charges Shares acquired through reinvestment of dividends or capital gain distributions are not subject to a contingent deferred sales charge. In addition, the contingent deferred sales charge may be waived in certain circumstances. See “Contingent deferred sales charge waivers” in the section “Sales charge reductions and waivers” of this prospectus. The contingent deferred sales charge is based on the original purchase cost or the current market value of the shares being sold, whichever is less. For purposes of determining the contingent deferred sales charge, if you sell only some of your shares, shares that are not subject to any contingent deferred sales charge will be sold first, followed by shares that you have owned the longest.

 

International Growth and Income Fund / Prospectus 26
 

Sales charge reductions and waivers

To receive a reduction in your Class A initial sales charge, you must let your financial advisor or American Funds Service Company know at the time you purchase shares that you qualify for such a reduction. If you do not let your advisor or American Funds Service Company know that you are eligible for a reduction, you may not receive the sales charge discount to which you are otherwise entitled. In order to determine your eligibility to receive a sales charge discount, it may be necessary for you to provide your advisor or American Funds Service Company with information and records (including account statements) of all relevant accounts invested in the American Funds.

In addition to the information in this prospectus, you may obtain more information about share classes, sales charges and sales charge reductions and waivers through a link on the home page of the American Funds website at americanfunds.com, from the statement of additional information or from your financial advisor.

Reducing your Class A initial sales charge Consistent with the policies described in this prospectus, you and your “immediate family” (your spouse — or equivalent, if recognized under local law — and your children under the age of 21) may combine all of your American Funds investments to reduce Class A sales charges. In addition, two or more retirement plans of an employer or an employer’s affiliates may combine all of their American Funds investments to reduce Class A sales charges. Certain investments in the American Funds Target Date Retirement Series,® American Funds Portfolio Series SM and American Funds College Target Date Series® may also be combined for this purpose. Please see the applicable series’ prospectus for further information. However, for this purpose, investments representing direct purchases of American Funds Money Market Fund are excluded. Following are different ways that you may qualify for a reduced Class A sales charge:

Aggregating accounts To receive a reduced Class A sales charge, investments made by you and your immediate family (see above) may be aggregated if made for your own account(s) and/or certain other accounts, such as:

· trust accounts established by the above individuals (please see the statement of additional information for details regarding aggregation of trust accounts where the person(s) who established the trust is/are deceased);
· solely controlled business accounts; and
· single-participant retirement plans.

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

Concurrent purchases You may combine simultaneous purchases (including, upon your request, purchases for gifts) of any class of shares of two or more American Funds (excluding American Funds Money Market Fund) to qualify for a reduced Class A sales charge.

Rights of accumulation You may take into account your accumulated holdings in all share classes of the American Funds (excluding American Funds Money Market Fund) to determine the initial sales charge you pay on each purchase of Class A shares. Subject to your investment dealer’s capabilities, your accumulated

International Growth and Income Fund / Prospectus 27
 

holdings will be calculated as the higher of (a) the current value of your existing holdings (as of the day prior to your additional American Funds investment) or (b) the amount you invested (including reinvested dividends and capital gains, but excluding capital appreciation) less any withdrawals. Please see the statement of additional information for further details. You should retain any records necessary to substantiate the historical amounts you have invested.

If you make a gift of shares, upon your request you may purchase the shares at the sales charge discount allowed under rights of accumulation of all of your American Funds accounts.

Statement of intention You may reduce your Class A sales charge by establishing a statement of intention. A statement of intention allows you to combine all purchases of all share classes of the American Funds (excluding American Funds Money Market Fund) that you intend to make over a 13-month period to determine the applicable sales charge; however, purchases made under a right of reinvestment, appreciation of your holdings, and reinvested dividends and capital gains do not count as purchases made during the statement period. Your accumulated holdings (as described and calculated under “Rights of accumulation” above) eligible to be aggregated as of the day immediately before the start of the statement period may be credited toward satisfying the statement. A portion of your account may be held in escrow to cover additional Class A sales charges that may be due if your total purchases over the statement period do not qualify you for the applicable sales charge reduction. Employer-sponsored retirement plans may be restricted from establishing statements of intention. See the discussion regarding employer-sponsored retirement plans under “Purchase, exchange and sale of shares” in this prospectus for more information.

International Growth and Income Fund / Prospectus 28
 

Right of reinvestment If you notify American Funds Service Company prior to the time of reinvestment, you may reinvest proceeds from a redemption, dividend payment or capital gain distribution without a sales charge in the same fund or other American Funds, provided that the reinvestment occurs within 90 days after the date of the redemption, dividend payment or distribution and is made into the same account from which you redeemed the shares or received the dividend payment or distribution. If the account has been closed, you may reinvest without a sales charge if the new receiving account has the same registration as the closed account and the reinvestment is made within 90 days after the date of redemption, dividend payment or distribution.

Proceeds from a Class B share redemption for which a contingent deferred sales charge was paid will be reinvested in Class A shares without any initial sales charge. If you redeem Class B shares without paying a contingent deferred sales charge, you may reinvest the proceeds in Class B shares or purchase Class A shares. If you purchase Class A shares, you are responsible for paying any applicable Class A sales charges. Proceeds from any other type of redemption and all dividend payments and capital gain distributions will be reinvested in the same share class from which the original redemption, dividend payment or distribution was made. Any contingent deferred sales charge on Class A or C shares will be credited to your account. Redemption proceeds of Class A shares representing direct purchases in American Funds Money Market Fund that are reinvested in other American Funds will be subject to a sales charge.

Proceeds will be reinvested at the next calculated net asset value after your request is received by American Funds Service Company, provided that your request contains all information and legal documentation necessary to process the transaction. For purposes of this “right of reinvestment policy,” automatic transactions (including, for example, automatic purchases, withdrawals and payroll deductions) and ongoing retirement plan contributions are not eligible for investment without a sales charge. You may not reinvest proceeds in the American Funds as described in this paragraph if such proceeds are subject to a purchase block as described under “Frequent trading of fund shares” in this prospectus. This paragraph does not apply to certain rollover investments as described under “Rollovers from retirement plans to IRAs” in this prospectus.

International Growth and Income Fund / Prospectus 29
 

Contingent deferred sales charge waivers The contingent deferred sales charge on Class A, B and C shares may be waived in the following cases:

· permitted exchanges of shares, except if shares acquired by exchange are then redeemed within the period during which a contingent deferred sales charge would apply to the initial shares purchased;
· tax-free returns of excess contributions to IRAs;
· redemptions due to death or postpurchase disability of the shareholder (this generally excludes accounts registered in the names of trusts and other entities);
· for 529 share classes only, redemptions due to a beneficiary’s death, postpurchase disability or receipt of a scholarship (to the extent of the scholarship award);
· redemptions due to the complete termination of a trust upon the death of the trustor/grantor or beneficiary, but only if such termination is specifically provided for in the trust document; and
· the following types of transactions, if together they do not exceed 12% of the value of an account annually (see the statement of additional information for further details about waivers regarding these types of transactions):
redemptions due to receiving required minimum distributions from retirement accounts upon reaching age 70½ (required minimum distributions that continue to be taken by the beneficiary(ies) after the account owner is deceased also qualify for a waiver); and
if you have established an automatic withdrawal plan, redemptions through such a plan (including any dividends and/or capital gain distributions taken in cash).

To have your Class A, B or C contingent deferred sales charge waived, you must inform your advisor or American Funds Service Company at the time you redeem shares that you qualify for such a waiver.

 

International Growth and Income Fund / Prospectus 30
 

Rollovers from retirement plans to IRAs

Assets from retirement plans may be invested in Class A, C or F shares through an IRA rollover, subject to the other provisions of this prospectus. Class C shares are not available if the assets are being rolled over from investments held in the American Funds Recordkeeper Direct and PlanPremier retirement plan recordkeeping programs.

Rollovers to IRAs from retirement plans that are rolled into Class A shares will be subject to applicable sales charges. The following rollovers to Class A shares will be made without a sales charge:

· rollovers to Capital Bank and Trust Company SM IRAs if the assets were invested in American Funds at the time of distribution;
· rollovers to IRAs from 403(b) plans with Capital Bank and Trust Company as custodian; and
· rollovers to Capital Bank and Trust Company IRAs from investments held in the American Funds Recordkeeper Direct and PlanPremier retirement plan recordkeeping programs.

IRA rollover assets that roll over without a sales charge as described above will not be subject to a contingent deferred sales charge, and investment dealers will be compensated solely with an annual service fee that begins to accrue immediately. All other rollovers invested in Class A shares, as well as future contributions to the IRA, will be subject to sales charges and to the terms and conditions generally applicable to Class A share investments as described in this prospectus and in the statement of additional information.

Plans of distribution

The fund has plans of distribution, or “12b-1 plans,” for certain share classes under which it may finance activities intended primarily to sell shares, provided that the categories of expenses are approved in advance by the fund’s board of trustees. The plans provide for payments, based on annualized percentages of average daily net assets, of:

Up to: Share class(es)
0.30% Class A shares
0.50% Class 529-A, F-1, 529-F-1 and R-4 shares
0.75% Class 529-E and R-3 shares
0.85% Class R-2E shares
1.00% Class B, 529-B, C, 529-C, R-1 and R-2 shares

 

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

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

International Growth and Income Fund / Prospectus 31
 

Other compensation to dealers

American Funds Distributors, at its expense, provides additional compensation to investment dealers. These payments may be made, at the discretion of American Funds Distributors, to the top 100 dealers (or their affiliates) that have sold shares of the American Funds. A number of factors will be considered in determining payments, including the qualifying dealer’s sales, assets and redemption rates, and the quality of the dealer’s relationship with American Funds Distributors. The payment will be determined using a formula applied consistently to dealers based on the relevant facts and circumstances. The level of payments made to a qualifying firm in any given year will vary and (excluding payments for meetings as described below) will represent the sum of (a) up to .10% of the previous year’s American Funds sales by that dealer and (b) up to .02% of American Funds assets attributable to that dealer, with an adjustment made for the dealer’s relative redemption rate and the quality of the dealer’s relationship with American Funds Distributors. For calendar year 2013, aggregate payments made by American Funds Distributors to dealers were less than .02% of the average assets of the American Funds. Aggregate payments made by American Funds Distributors to dealers may also change from year to year. American Funds Distributors makes these payments to help defray the costs incurred by qualifying dealers in connection with efforts to educate financial advisors about the American Funds so that they can make recommendations and provide services that are suitable and meet shareholder needs. American Funds Distributors will, on an annual basis, determine the advisability of continuing these payments. American Funds Distributors may also pay expenses associated with meetings conducted by selling dealers, advisory platform providers and other intermediaries to facilitate educating financial advisors and shareholders about the American Funds. If investment advisers, distributors or other affiliates of mutual funds pay additional compensation or other incentives in differing amounts, dealer firms and their advisors may have financial incentives for recommending a particular mutual fund over other mutual funds or investments. You should consult with your financial advisor and review carefully any disclosure by your financial advisor’s firm as to compensation received.

Fund expenses

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

In periods of market volatility, assets of the fund may decline significantly, causing total annual fund operating expenses (as a percentage of the value of your investment) to become higher than the numbers shown in the Annual Fund Operating Expenses table on page 1 of this prospectus.

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

International Growth and Income Fund / Prospectus 32
 

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

Retail investors Subtransfer agent/recordkeeping payments may be made to third parties (including affiliates of the fund’s investment adviser) that provide subtransfer agent, recordkeeping and/or shareholder services with respect to certain shareholder accounts in lieu of the transfer agent providing such services. The amount paid for subtransfer agent/recordkeeping services varies depending on the share class and services provided, and typically ranges from $3 to $19 per account. For Class 529 shares, an expense of up to a maximum of .10% paid to a state or states for oversight and administrative services is included as an “Other expenses” item.

Employer-sponsored retirement plan investors The amount paid for subtransfer agent/ recordkeeping services varies depending on the share class selected and the entity receiving the payments. The table below shows the maximum payments to entities providing these services to retirement plans.

  Payments to affiliated entities Payments to unaffiliated entities
Class A 0.05% of assets or
$12 per participant position 1
0.05% of assets or
$12 per participant position 1
Class R-1 0.10% of assets 0.10% of assets
Class R-2 0.15% of assets plus $27 per participant position 2 or 0.35% of assets 3 0.25% of assets
Class R-2E N/A 0.20% of assets
Class R-3 0.10% of assets plus $12 per participant position 2 or 0.19% of assets 3 0.15% of assets
Class R-4 0.10% of assets 0.10% of assets
Class R-5 0.05% of assets 0.05% of assets
Class R-6 none none

1 Payment amount depends on the date services commenced.

2 Payment with respect to Recordkeeper Direct program.

3 Payment with respect to PlanPremier program.

 

International Growth and Income Fund / Prospectus 33
 

Financial highlights

The Financial Highlights table is intended to help you understand the fund’s results for the past five fiscal years. Certain information reflects financial results for a single share of a particular class. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the fund (assuming reinvestment of all dividends and capital gain distributions). Where indicated, figures in the table reflect the impact, if any, of certain reimbursements from Capital Research and Management Company. For more information about these reimbursements, see the fund’s statement of additional information and annual report. The information in the Financial Highlights table has been audited by Deloitte & Touche LLP, whose current report, along with the fund’s financial statements, is included in the statement of additional information, which is available upon request.

    Income (loss) from investment operations 1 Dividends and distributions            
  Net
asset
value,
beginning
of year
Net
investment
income 2
Net gains (losses) on
securities
(both
realized
and
unrealized)
Total
from
investment
operations
Dividends
(from net
investment
income)
Distributions
(from
capital
gains)
Total
dividends
and
distributions
Net
asset
value, end of year
Total
return 3,4
Net
assets,
end of
year (in millions)
Ratio of
expenses
to
average
net assets
before reim-
bursements
Ratio of
expenses
to
average
net assets
after reim-
bursements 4
Ratio
of net
income
to
average
net
assets 2,4
Class A:                          
Year ended 6/30/2014 $32.06 $1.23 $  5.82 $  7.05 $(1.18) $(1.37) $(2.55) $36.56 22.66% $5,027 .91% .91% 3.54%
Year ended 6/30/2013 27.81 .84 4.26 5.10 (.85) (.85) 32.06 18.41 3,703 .93 .93 2.70
Year ended 6/30/2012 32.48 .82 (4.12) (3.30) (.86) (.51) (1.37) 27.81 (10.03) 3,136 .93 .93 2.85
Year ended 6/30/2011 25.86 1.06 6.80 7.86 (1.06) (.18) (1.24) 32.48 30.64 3,611 .89 .89 3.43
Year ended 6/30/2010 24.78 .80 1.39 2.19 (.74) (.37) (1.11) 25.86 8.44 2,515 .94 .93 2.79
Class B:                          
Year ended 6/30/2014 32.04 .92 5.85 6.77 (.90) (1.37) (2.27) 36.54 21.71 16 1.66 1.66 2.66
Year ended 6/30/2013 27.78 .57 4.30 4.87 (.61) (.61) 32.04 17.55 17 1.69 1.69 1.85
Year ended 6/30/2012 32.44 .57 (4.09) (3.52) (.63) (.51) (1.14) 27.78 (10.75) 20 1.70 1.70 1.98
Year ended 6/30/2011 25.82 .79 6.82 7.61 (.81) (.18) (.99) 32.44 29.62 31 1.68 1.68 2.56
Year ended 6/30/2010 24.75 .56 1.40 1.96 (.52) (.37) (.89) 25.82 7.60 28 1.72 1.71 1.96
(The Financial Highlights table continues on the following page.)
International Growth and Income Fund / Prospectus 34
 

 

    Income (loss) from investment operations 1 Dividends and distributions            
  Net
asset
value,
beginning
of year
Net
investment
income 2
Net gains (losses) on
securities
(both
realized
and
unrealized)
Total
from
investment
operations
Dividends
(from net
investment
income)
Distributions
(from
capital
gains)
Total
dividends
and
distributions
Net
asset
value, end of year
Total
return 3,4
Net
assets,
end of
year (in millions)
Ratio of
expenses
to
average
net assets
before reim-
bursements
Ratio of
expenses
to
average
net assets
after reim-
bursements 4
Ratio
of net
income
to
average
net
assets 2,4
Class C:                          
Year ended 6/30/2014 $32.00 $  .95 $  5.80 $  6.75 $  (.91) $(1.37) $(2.28) $36.47 21.66% $   309 1.71% 1.71% 2.73%
Year ended 6/30/2013 27.76 .59 4.25 4.84 (.60) (.60) 32.00 17.47 225 1.74 1.74 1.89
Year ended 6/30/2012 32.42 .58 (4.10) (3.52) (.63) (.51) (1.14) 27.76 (10.75) 195 1.73 1.73 2.05
Year ended 6/30/2011 25.81 .80 6.79 7.59 (.80) (.18) (.98) 32.42 29.57 230 1.73 1.73 2.58
Year ended 6/30/2010 24.75 .57 1.38 1.95 (.52) (.37) (.89) 25.81 7.55 167 1.75 1.74 2.00
Class F-1:                          
Year ended 6/30/2014 32.06 1.23 5.79 7.02 (1.16) (1.37) (2.53) 36.55 22.57 1,226 .96 .96 3.53
Year ended 6/30/2013 27.81 .94 4.16 5.10 (.85) (.85) 32.06 18.39 844 .96 .96 2.97
Year ended 6/30/2012 32.49 .84 (4.16) (3.32) (.85) (.51) (1.36) 27.81 (10.05) 437 .94 .94 2.92
Year ended 6/30/2011 25.86 1.06 6.79 7.85 (1.04) (.18) (1.22) 32.49 30.58 420 .94 .94 3.40
Year ended 6/30/2010 24.78 .79 1.39 2.18 (.73) (.37) (1.10) 25.86 8.41 274 .97 .96 2.76
Class F-2:                          
Year ended 6/30/2014 32.07 1.32 5.80 7.12 (1.25) (1.37) (2.62) 36.57 22.90 1,228 .70 .70 3.79
Year ended 6/30/2013 27.81 .92 4.26 5.18 (.92) (.92) 32.07 18.64 697 .73 .73 2.95
Year ended 6/30/2012 32.50 .97 (4.23) (3.26) (.92) (.51) (1.43) 27.81 (9.82) 512 .70 .70 3.40
Year ended 6/30/2011 25.87 1.13 6.79 7.92 (1.11) (.18) (1.29) 32.50 30.87 311 .71 .71 3.65
Year ended 6/30/2010 24.79 .86 1.39 2.25 (.80) (.37) (1.17) 25.87 8.69 199 .71 .70 3.02
Class 529-A:                          
Year ended 6/30/2014 32.03 1.21 5.80 7.01 (1.15) (1.37) (2.52) 36.52 22.56 129 .98 .98 3.48
Year ended 6/30/2013 27.78 .83 4.25 5.08 (.83) (.83) 32.03 18.35 93 1.00 1.00 2.66
Year ended 6/30/2012 32.46 .81 (4.14) (3.33) (.84) (.51) (1.35) 27.78 (10.13) 71 1.00 1.00 2.84
Year ended 6/30/2011 25.85 1.09 6.75 7.84 (1.05) (.18) (1.23) 32.46 30.62 67 .94 .94 3.50
Year ended 6/30/2010 24.77 .82 1.35 2.17 (.72) (.37) (1.09) 25.85 8.33 35 .99 .98 2.87
International Growth and Income Fund / Prospectus 35
 

 

    Income (loss) from investment operations 1 Dividends and distributions            
  Net
asset
value,
beginning
of year
Net
investment
income 2
Net gains (losses) on
securities
(both
realized
and
unrealized)
Total
from
investment
operations
Dividends
(from net
investment
income)
Distributions
(from
capital
gains)
Total
dividends
and
distributions
Net
asset
value, end of year
Total
return 3,4
Net
assets,
end of
year (in millions)
Ratio of
expenses
to
average
net assets
before reim-
bursements
Ratio of
expenses
to
average
net assets
after reim-
bursements 4
Ratio
of net
income
to
average
net
assets 2,4
Class 529-B:                          
Year ended 6/30/2014 $32.01 $  .88 $  5.84 $  6.72 $  (.85) $(1.37) $(2.22) $36.51 21.55% $  1 1.80% 1.80% 2.53%
Year ended 6/30/2013 27.75 .52 4.30 4.82 (.56) (.56) 32.01 17.38 1 1.83 1.83 1.67
Year ended 6/30/2012 32.39 .52 (4.07) (3.55) (.58) (.51) (1.09) 27.75 (10.86) 1 1.83 1.83 1.81
Year ended 6/30/2011 25.80 .78 6.78 7.56 (.79) (.18) (.97) 32.39 29.47 2 1.79 1.79 2.51
Year ended 6/30/2010 24.74 .55 1.38 1.93 (.50) (.37) (.87) 25.80 7.49 1 1.82 1.81 1.94
Class 529-C:                          
Year ended 6/30/2014 31.91 .93 5.77 6.70 (.88) (1.37) (2.25) 36.36 21.56 32 1.78 1.78 2.67
Year ended 6/30/2013 27.68 .58 4.23 4.81 (.58) (.58) 31.91 17.42 23 1.82 1.82 1.85
Year ended 6/30/2012 32.35 .58 (4.13) (3.55) (.61) (.51) (1.12) 27.68 (10.85) 18 1.82 1.82 2.02
Year ended 6/30/2011 25.77 .83 6.73 7.56 (.80) (.18) (.98) 32.35 29.45 16 1.78 1.78 2.68
Year ended 6/30/2010 24.72 .59 1.35 1.94 (.52) (.37) (.89) 25.77 7.53 8 1.81 1.80 2.08
Class 529-E:                          
Year ended 6/30/2014 32.03 1.12 5.81 6.93 (1.07) (1.37) (2.44) 36.52 22.26 5 1.23 1.23 3.21
Year ended 6/30/2013 27.79 .77 4.22 4.99 (.75) (.75) 32.03 18.01 3 1.26 1.26 2.45
Year ended 6/30/2012 32.46 .73 (4.13) (3.40) (.76) (.51) (1.27) 27.79 (10.34) 2 1.27 1.27 2.56
Year ended 6/30/2011 25.85 .97 6.76 7.73 (.94) (.18) (1.12) 32.46 30.18 2 1.27 1.27 3.12
Year ended 6/30/2010 24.78 .75 1.33 2.08 (.64) (.37) (1.01) 25.85 8.01 1 1.30 1.29 2.64
Class 529-F-1:                          
Year ended 6/30/2014 32.07 1.30 5.79 7.09 (1.22) (1.37) (2.59) 36.57 22.81 11 .78 .78 3.72
Year ended 6/30/2013 27.81 .94 4.22 5.16 (.90) (.90) 32.07 18.60 7 .81 .81 3.00
Year ended 6/30/2012 32.50 .89 (4.17) (3.28) (.90) (.51) (1.41) 27.81 (9.94) 4 .81 .81 3.11
Year ended 6/30/2011 25.87 1.25 6.66 7.91 (1.10) (.18) (1.28) 32.50 30.80 3 .77 .77 3.99
Year ended 6/30/2010 24.79 .91 1.32 2.23 (.78) (.37) (1.15) 25.87 8.60 1 .79 .78 3.18
(The Financial Highlights table continues on the following page.)
International Growth and Income Fund / Prospectus 36
 

 

    Income (loss) from investment operations 1 Dividends and distributions            
  Net
asset
value,
beginning
of year
Net
investment
income 2
Net gains (losses) on
securities
(both
realized
and
unrealized)
Total
from
investment
operations
Dividends
(from net
investment
income)
Distributions
(from
capital
gains)
Total
dividends
and
distributions
Net
asset
value, end of year
Total
return 3,4
Net
assets,
end of
year (in millions)
Ratio of
expenses
to
average
net assets
before reim-
bursements
Ratio of
expenses
to
average
net assets
after reim-
bursements 4
Ratio
of net
income
to
average
net
assets 2,4
Class R-1:                          
Year ended 6/30/2014 $32.01 $1.14 $  5.74 $  6.88 $(1.03) $(1.37) $(2.40) $36.49 22.07% 5 $  9 1.35% 5 1.35% 5 3.28% 5
Year ended 6/30/2013 27.78 .77 4.27 5.04 (.81) (.81) 32.01 18.19 5 5 1.16 5 1.16 5 2.48 5
Year ended 6/30/2012 32.43 .69 (4.12) (3.43) (.71) (.51) (1.22) 27.78 (10.47) 5 4 1.39 5 1.39 5 2.40 5
Year ended 6/30/2011 25.82 .87 6.78 7.65 (.86) (.18) (1.04) 32.43 29.81 5 5 1.54 5 1.54 5 2.80 5
Year ended 6/30/2010 24.76 .59 1.37 1.96 (.53) (.37) (.90) 25.82 7.58 3 1.71 1.70 2.06
Class R-2:                          
Year ended 6/30/2014 31.94 .93 5.79 6.72 (.89) (1.37) (2.26) 36.40 21.62 53 1.74 1.74 2.69
Year ended 6/30/2013 27.71 .60 4.24 4.84 (.61) (.61) 31.94 17.48 40 1.74 1.74 1.93
Year ended 6/30/2012 32.38 .60 (4.13) (3.53) (.63) (.51) (1.14) 27.71 (10.80) 29 1.78 1.76 2.12
Year ended 6/30/2011 25.79 .85 6.74 7.59 (.82) (.18) (1.00) 32.38 29.60 25 1.77 1.70 2.74
Year ended 6/30/2010 24.74 .61 1.34 1.95 (.53) (.37) (.90) 25.79 7.57 13 1.81 1.73 2.15
Class R-3:                          
Year ended 6/30/2014 32.02 1.09 5.82 6.91 (1.06) (1.37) (2.43) 36.50 22.20 46 1.26 1.26 3.14
Year ended 6/30/2013 27.78 .76 4.23 4.99 (.75) (.75) 32.02 18.02 33 1.27 1.27 2.43
Year ended 6/30/2012 32.45 .72 (4.13) (3.41) (.75) (.51) (1.26) 27.78 (10.37) 22 1.29 1.29 2.53
Year ended 6/30/2011 25.84 1.01 6.73 7.74 (.95) (.18) (1.13) 32.45 30.16 24 1.27 1.27 3.24
Year ended 6/30/2010 24.78 .75 1.33 2.08 (.65) (.37) (1.02) 25.84 8.02 10 1.30 1.29 2.65
Class R-4:                          
Year ended 6/30/2014 32.05 1.26 5.77 7.03 (1.17) (1.37) (2.54) 36.54 22.61 51 .93 .93 3.62
Year ended 6/30/2013 27.80 .88 4.23 5.11 (.86) (.86) 32.05 18.43 26 .93 .93 2.82
Year ended 6/30/2012 32.48 .85 (4.16) (3.31) (.86) (.51) (1.37) 27.80 (10.06) 15 .94 .94 2.98
Year ended 6/30/2011 25.86 1.15 6.70 7.85 (1.05) (.18) (1.23) 32.48 30.60 12 .93 .93 3.69
Year ended 6/30/2010 24.79 .84 1.33 2.17 (.73) (.37) (1.10) 25.86 8.38 5 .98 .96 2.93
International Growth and Income Fund / Prospectus 37
 

 

    Income (loss) from investment operations 1 Dividends and distributions            
  Net
asset
value,
beginning
of year
Net
investment
income 2
Net gains (losses) on
securities
(both
realized
and
unrealized)
Total
from
investment
operations
Dividends
(from net
investment
income)
Distributions
(from
capital
gains)
Total
dividends
and
distributions
Net
asset
value, end of year
Total
return 3,4
Net
assets,
end of
year (in millions)
Ratio of
expenses
to
average
net assets
before reim-
bursements
Ratio of
expenses
to
average
net assets
after reim-
bursements 4
Ratio
of net
income
to
average
net
assets 2,4
Class R-5:                          
Year ended 6/30/2014 $32.19 $1.29 $  5.87 $  7.16 $(1.26) $(1.37) $(2.63) $36.72 22.95% $  21 .63% .63% 3.69%
Year ended 6/30/2013 27.91 .94 4.28 5.22 (.94) (.94) 32.19 18.77 40 .65 .65 3.00
Year ended 6/30/2012 32.60 .91 (4.15) (3.24) (.94) (.51) (1.45) 27.91 (9.81) 33 .66 .66 3.19
Year ended 6/30/2011 25.95 1.15 6.81 7.96 (1.13) (.18) (1.31) 32.60 30.94 28 .67 .67 3.71
Year ended 6/30/2010 24.86 .85 1.41 2.26 (.80) (.37) (1.17) 25.95 8.69 14 .72 .70 2.96
Class R-6:                          
Year ended 6/30/2014 32.06 1.37 5.79 7.16 (1.29) (1.37) (2.66) 36.56 23.04 949 .59 .59 3.91
Year ended 6/30/2013 27.80 .97 4.25 5.22 (.96) (.96) 32.06 18.83 593 .61 .61 3.11
Year ended 6/30/2012 32.48 .93 (4.15) (3.22) (.95) (.51) (1.46) 27.80 (9.78) 392 .61 .61 3.26
Year ended 6/30/2011 25.86 1.17 6.77 7.94 (1.14) (.18) (1.32) 32.48 30.99 341 .62 .62 3.77
Year ended 6/30/2010 24.78 .90 1.37 2.27 (.82) (.37) (1.19) 25.86 8.74 206 .66 .65 3.16

 

  Year ended June 30
  2014 2013 2012 2011 2010
Portfolio turnover rate for all share classes 29% 37% 24% 31% 16%
1 Based on average shares outstanding.
2 For the year ended June 30, 2014, this column reflects the impact of a corporate action event that resulted in a one-time increase to net investment income. If the corporate action event had not occurred, the Class A net investment income per share and ratio of net income to average net assets would have been lower by $.28 and .81 percentage points, respectively. The impact to the other share classes would have been similar.
3 Total returns exclude any applicable sales charges, including contingent deferred sales charges.
4 This column reflects the impact, if any, of certain reimbursements from Capital Research and Management Company. During one of the years shown, Capital Research and Management Company reimbursed certain expenses during the fund’s start-up period and paid a portion of the fund's transfer agent fees for certain retirement plan share classes.
5 Fees for distribution services are not paid by the fund on accounts for which a broker-dealer (or other financial intermediary) has not been assigned, including amounts invested in the fund by Capital Research and Management Company and/or its affiliates. If fees for distribution services were charged on these assets, fund expenses would have been higher and net income and total return would have been lower.

 

 

International Growth and Income Fund / Prospectus 38
 

 

       
  For shareholder services American Funds Service Company
(800) 421-4225
 
  For retirement plan services Call your employer or plan administrator  
  For 529 plans American Funds Service Company
(800) 421-4225, ext. 529
 
  For 24-hour information American FundsLine
(800) 325-3590
americanfunds.com
For Class R share information, visit
AmericanFundsRetirement.com
 
  Telephone calls you have with American Funds may be monitored or recorded for quality assurance, verification and recordkeeping purposes. By speaking to American Funds on the telephone, you consent to such monitoring and recording.  

 

Multiple translations  This prospectus may be translated into other languages. If there is any inconsistency or ambiguity, the English text will prevail.

Annual/Semi-annual report to shareholders  The shareholder reports contain additional information about the fund, including financial statements, investment results, portfolio holdings, a discussion of market conditions and the fund’s investment strategies, and the independent registered public accounting firm’s report (in the annual report).

Program description  The CollegeAmerica® 529 program description contains additional information about the policies and services related to 529 plan accounts.

Statement of additional information (SAI) and codes of ethics  The current SAI, as amended from time to time, contains more detailed information about the fund, including the fund’s financial statements, and is incorporated by reference into this prospectus. This means that the current SAI, for legal purposes, is part of this prospectus. The codes of ethics describe the personal investing policies adopted by the fund, the fund’s investment adviser and its affiliated companies.

The codes of ethics and current SAI are on file with the U.S. Securities and Exchange Commission (SEC). These and other related materials about the fund are available for review or to be copied at the SEC’s Public Reference Room in Washington, D.C., (202) 551-8090, on the EDGAR database on the SEC’s website at sec.gov or, after payment of a duplicating fee, via email request to publicinfo@sec.gov or by writing to the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. The codes of ethics, current SAI and shareholder reports are also available, free of charge, on our website, americanfunds.com.

E-delivery and household mailings  Each year you are automatically sent an updated summary prospectus and annual and semi-annual reports for the fund . You may also occasionally receive proxy statements for the fund . In order to reduce the volume of mail you receive, when possible, only one copy of these documents will be sent to shareholders who are part of the same family and share the same household address. You may elect to receive these documents electronically in lieu of paper form by enrolling in e-delivery on our website, americanfunds.com.

If you would like to opt out of household-based mailings or receive a complimentary copy of the current SAI, codes of ethics, annual/semi-annual report to shareholders or applicable program description, please call American Funds Service Company at (800) 421-4225 or write to the secretary of the fund at One Market, Steuart Tower, Suite 2000, San Francisco, California 94105-1409.

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

 

 

MFGEPRX-034-0814P Litho in USA CGD/RRD/9970 Investment Company File No. 811-22215

 

 
 

 

 

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

 

/s/ PATRICK F. QUAN
  PATRICK F. QUAN
  SECRETARY

 

 
 

 

 

International Growth and Income Fund SM

Part B
Statement of Additional Information

 

August 29, 2014

This document is not a prospectus but should be read in conjunction with the current prospectus of International Growth and Income Fund (the “fund”) dated August 29, 2014. You may obtain a prospectus from your financial advisor, by calling American Funds Service Company® at (800) 421-4225 or by writing to the fund at the following address:

International Growth and Income Fund
Attention: Secretary

One Market
Steuart Tower, Suite 2000
San Francisco, California 94105

Certain privileges and/or services described below may not be available to all shareholders (including shareholders who purchase shares at net asset value through eligible retirement plans) depending on the shareholder’s investment dealer or retirement plan recordkeeper. Please see your financial advisor, investment dealer, plan recordkeeper or employer for more information.

Class A IGAAX Class 529-A CGIAX Class R-1 RIGAX
Class B IGIBX Class 529-B CGIBX Class R-2 RIGBX
Class C IGICX Class 529-C CIICX Class R-2E RIIEX
Class F-1 IGIFX Class 529-E CGIEX Class R-3 RGICX
Class F-2 IGFFX Class 529-F-1 CGIFX Class R-4 RIGEX
        Class R-5 RIGFX
        Class R-6 RIGGX

 

 

Table of Contents

Item Page no.
Certain investment limitations and guidelines 2
Description of certain securities and investment techniques 3
Fund policies 9
Management of the fund 11
Execution of portfolio transactions 36
Disclosure of portfolio holdings 39
Price of shares 41
Taxes and distributions 44
Purchase and exchange of shares 47
Sales charges 52
Sales charge reductions and waivers 55
Selling shares 59
Shareholder account services and privileges 60
General information 63
Appendix 71

Investment portfolio
Financial statements

International Growth and Income 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.

The fund may invest up to 20% of its assets in securities of issuers domiciled in the United States. However, the fund has no current intention of investing more than 10% of its assets in securities of issuers domiciled in the United States (excluding cash equivalents of U.S. issuers) and issuers whose securities are primarily listed on U.S. securities exchanges. The fund currently intends to invest at least 90% of its assets in securities of issuers domiciled outside the United States whose securities are primarily listed on exchanges outside the United States, cash, cash equivalents and securities held as collateral issued by U.S. issuers. The fund may invest a portion of its assets in companies located in emerging and developing countries.

* * * * * *

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

International Growth and Income Fund - Page 2
 

 

Description of certain securities and investment techniques

The descriptions below are intended to supplement the material in the prospectus under “Investment objective, strategies and risks.”

Equity securities — Equity securities represent an ownership position in a company. Equity securities held by the fund typically consist of common stocks. The prices of equity securities fluctuate based on, among other things, events specific to their issuers and market, economic and other conditions. For example, prices of these securities can be affected by financial contracts held by the issuer or third parties (such as derivatives) relating to the security or other assets or indices. Holders of equity securities are not creditors of the issuer. As such, if an issuer liquidates, holders of equity securities are entitled to their pro rata share of the issuer’s assets, if any, after creditors (including the holders of fixed income securities and senior equity securities) are paid.

There may be little trading in the secondary market for particular equity securities, which may adversely affect the fund’s ability to value accurately or dispose of such equity securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and/or liquidity of equity securities.

Investing outside the U.S. — Investing outside the United States may involve additional risks caused by, among other things, currency controls and fluctuating currency values; different accounting, auditing, financial reporting, disclosure, and regulatory and legal standards and practices; changing local, regional and global economic, political and social conditions; expropriation; changes in tax policy; greater market volatility; different securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends.

The risks described above may be heightened in connection with investments in emerging markets. Although there is no universally accepted definition, the investment adviser generally considers emerging markets to refer to the securities markets of countries in the earlier stages of their industrialization cycle with a low per capita gross domestic product (“GDP”) and a low market capitalization to GDP ratio relative to those in the United States and the European Union and would include markets commonly referred to as “frontier markets.” Historically, emerging markets have been more volatile than the markets of developed countries, reflecting the greater uncertainties of investing in less established markets and economies. In particular, developing countries may have less stable governments, may present the risks of nationalization of businesses, may have restrictions on foreign ownership and prohibitions on the repatriation of assets and may have less protection of property rights than more developed countries. The economies of developing countries may be reliant on only a few industries, may be highly vulnerable to changes in local or global trade conditions and may suffer from high and volatile debt burdens or inflation rates. Stock exchanges in emerging markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.

Additional costs could be incurred in connection with the fund’s investment activities outside the United States. Brokerage commissions may be higher outside the United States, and the fund will bear certain expenses in connection with its currency transactions. Furthermore, increased custodian costs may be associated with maintaining assets in certain jurisdictions.

In determining the domicile of an issuer, the fund’s investment adviser will consider the domicile determination of a leading provider of global indexes, such as Morgan Stanley Capital International, and may also take into account such factors as where the company’s securities are listed and where the company is legally organized, maintains principal corporate offices and/or conducts its principal operations.

International Growth and Income Fund - Page 3
 

Investing in smaller capitalization stocks — The fund may invest in the stocks of smaller capitalization companies (typically companies with market capitalizations of $4.0 billion and below 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, limited operating histories, limited markets or financial resources, may be dependent on one or a few key persons for management and can be more susceptible to losses. Also, their securities may be thinly traded (and therefore have to be sold at a discount from current prices or sold in small lots over an extended period of time), may be followed by fewer investment research analysts and may be subject to wider price swings, thus creating a greater chance of loss than securities of larger capitalization companies.

Currency transactions — The fund may enter into currency transactions to provide for the purchase or sale of a currency needed to purchase a security denominated in that currency (often referred to as a spot or cover transaction). The fund may also 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. Although forward contracts entered into by the fund will typically involve the purchase or sale of a currency against the U.S. dollar, the fund also may cross hedge and purchase or sell one currency against another currency (other than the U.S. dollar). The fund has no current intention to cross hedge one currency against another currency (other than the U.S. dollar).

Currency exchange rates generally are determined by forces of supply and demand in the foreign exchange markets and the relative merits of investment in different countries as viewed from an international perspective. Currency exchange rates can also be affected unpredictably by intervention by U.S. or foreign governments or central banks or by currency controls or political developments in the United States or abroad.

Generally, the fund will not attempt to protect against all potential changes in exchange rates and the use of forward contracts does not eliminate the risk of fluctuations in the prices of the underlying securities. If the value of the underlying securities declines or the amount of the fund’s commitment increases because of changes in exchange rates, the fund may need to provide additional cash or securities to satisfy its commitment under the forward contract. The fund is also subject to the risk that it may be delayed or prevented from obtaining payments owed to it under the forward contract as a result of the insolvency or bankruptcy of the counterparty with which it entered into the forward contract or the failure of the counterparty to comply with the terms of the contract.

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 that may result from an increase in the value of the currency. Entering into forward currency transactions may change the fund’s exposure to currency exchange rates and could result in losses to the fund if currencies do not perform as expected by the fund’s investment adviser. For example, if the fund’s investment adviser increases the fund’s exposure to a foreign currency using forward contracts and that foreign currency’s value declines, the fund may incur a loss. The fund will segregate liquid assets that will be marked to market daily to meet its forward contract commitments to the extent required by the U.S. Securities and Exchange Commission.

Forward currency transactions also may affect the character and timing of income, gain, or loss recognized by the fund for U.S. tax purposes. The use of forward currency contracts could result in the application of the mark-to-market provisions of the Internal Revenue Code and may cause an increase (or decrease) in the amount of taxable dividends paid by the fund.

International Growth and Income Fund - Page 4
 

Debt securities — Debt securities, also known as “fixed-income securities,” are used by issuers to borrow money. Bonds, notes, debentures, asset-backed securities (including those backed by mortgages), and loan participations and assignments are common types of debt securities. Generally, issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Some debt securities, such as zero coupon bonds, do not pay current interest, but are purchased at a discount from their face values and their values accrete over time to face value at maturity. Some debt securities bear interest at rates that are not fixed, but that vary with changes in specified market rates or indices. The market prices of debt securities fluctuate depending on such factors as interest rates, credit quality and maturity. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall. These fluctuations will generally be greater for longer-term debt securities than for shorter-term debt securities.

Lower rated debt securities, rated Ba1/BB+ or below by Nationally Recognized Statistical Rating Organizations, are described by the rating agencies as speculative and involve greater risk of default or price changes due to changes in the issuer’s creditworthiness than higher rated debt securities, or they may already be in default. Such securities are sometimes referred to as “junk bonds” or high yield bonds. The market prices of these securities may fluctuate more than higher quality securities and may decline significantly in periods of general economic difficulty. It may be more difficult to dispose of, and to determine the value of, lower rated debt securities. Investment grade bonds in the ratings categories A or Baa/BBB also may be more susceptible to changes in market or economic conditions than bonds rated in the highest rating categories.

Certain additional risk factors relating to debt securities are discussed below:

Sensitivity to interest rate and economic changes — Debt securities may be sensitive to economic changes, political and corporate developments, and interest rate changes. In addition, during an economic downturn or a period of rising interest rates, issuers that are highly leveraged may experience increased financial stress that could adversely affect their ability to meet projected business goals, to obtain additional financing and to service their principal and interest payment obligations. Periods of economic change and uncertainty also can be expected to result in increased volatility of market prices and yields of certain debt securities and derivative instruments. For example, during the financial crisis of 2007-2009, the Federal Reserve implemented a number of economic policies that impacted, and may continue to impact, interest rates and the market. These policies, as well as potential actions by governmental entities both in and outside of the U.S., may expose fixed-income markets to heightened volatility and may reduce liquidity for certain investments, which could cause the value of the fund’s portfolio to decline. Prices of debt securities can also be affected by financial contracts held by the issuer or third parties (such as derivatives) relating to the security or other assets or indices.

Payment expectations — Debt securities may contain redemption or call provisions. If an issuer exercises these provisions in a lower interest rate market, the fund would have to replace the security with a lower yielding security, resulting in decreased income to investors. If the issuer of a debt security defaults on its obligations to pay interest or principal or is the subject of bankruptcy proceedings, the fund may incur losses or expenses in seeking recovery of amounts owed to it.

Liquidity and valuation — There may be little trading in the secondary market for particular debt securities, which may affect adversely the fund’s ability to value accurately or dispose of such debt securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and/or liquidity of debt securities.

International Growth and Income Fund - Page 5
 

The investment adviser attempts to reduce the risks described above through diversification of the fund’s 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.

Credit ratings for debt securities provided by rating agencies reflect an evaluation of the safety of principal and interest payments, not market value risk. The rating of an issuer is a rating agency’s view of past and future potential developments related to the issuer and may not necessarily reflect actual outcomes. There can be a lag between the time of developments relating to an issuer and the time a rating is assigned and updated. The investment adviser considers these ratings of securities as one of many criteria in making its investment decisions.

Bond rating agencies may assign modifiers (such as +/–) to ratings categories to signify the relative position of a credit within the rating category. Investment policies that are based on ratings categories should be read to include any security within that category, without giving consideration to the modifier except where otherwise provided. See the Appendix to this statement of additional information for more information about credit ratings.

Securities with equity and debt characteristics — The fund may invest in securities that have a combination of equity and debt characteristics. These securities may at times behave more like equity than debt or vice versa. Some types of convertible bonds, preferred stocks or other preferred securities automatically convert into common stocks or other securities at a stated conversion ratio and some may be subject to redemption at the option of the issuer at a predetermined price. These securities ordinarily do not have voting rights and, prior to conversion, may pay a fixed rate of interest or a dividend. They may have preference over common stocks with respect to dividends and any residual assets after payment to creditors should the issuer be dissolved. Because convertible securities have both debt and equity characteristics, their values vary in response to many factors, including the values of the securities into which they are convertible, general market and economic conditions, and convertible market valuations, as well as changes in interest rates, credit spreads and the credit quality of the issuer.

These securities may include hybrid securities, which also have equity and debt characteristics. Such securities are normally at the bottom of an issuer’s debt capital structure. As such, they may be more sensitive to economic changes than more senior debt securities. These securities may also be viewed as more equity-like by the market when the issuer or its parent company experience financial problems.

The prices and yields of nonconvertible preferred securities or preferred stocks generally move with changes in interest rates and the issuer’s credit quality, similar to the factors affecting debt securities. Nonconvertible preferred securities will be treated as debt for fund investment limit purposes.

Warrants and rights — The fund may purchase warrants, which may be issued together with bonds or preferred stocks. Warrants generally entitle the holder to buy a proportionate amount of common stock at a specified price, usually higher than the current market price. Warrants may be issued with an expiration date or in perpetuity. Rights are similar to warrants except that they normally entitle the holder to purchase common stock at a lower price than the current market price.

Depositary receipts — ADRs, in registered form, are designed for use in the U.S. securities markets and are generally dollar denominated. EDRs, in bearer form, are designed for use in the European securities markets and may be dollar denominated. GDRs, in bearer form, primarily are designed for use in the European and the U.S. securities markets, and may be dollar denominated. Depositary receipts represent and may be converted into the underlying foreign security.

International Growth and Income Fund - Page 6
 

Cash and cash equivalents — The fund may hold cash or invest in cash equivalents. Cash equivalents include ( a ) commercial paper (for example, short-term notes with maturities typically up to 12 months in length issued by corporations, governmental bodies or bank/corporation sponsored conduits (asset-backed commercial paper)); ( b ) short-term bank obligations (for example, certificates of deposit, bankers’ acceptances (time drafts on a commercial bank where the bank accepts an irrevocable obligation to pay at maturity)) or bank notes; ( c ) savings association and savings bank obligations (for example, bank notes and certificates of deposit issued by savings banks or savings associations); ( d ) securities of the U.S. government, its agencies or instrumentalities that mature, or that may be redeemed, in one year or less; and ( e ) corporate bonds and notes that mature, or that may be redeemed, in one year or less.

Forward commitment, when issued and delayed delivery transactions — The fund may enter into commitments to purchase or sell securities at a future date. When the fund agrees to purchase such securities, it assumes the risk of any decline in value of the security from the date of the agreement. If the other party to such a transaction fails to deliver or pay for the securities, the fund could miss a favorable price or yield opportunity, or could experience a loss.

The fund will not use these transactions for the purpose of leveraging and will segregate liquid assets that will be marked to market daily in an amount sufficient to meet its payment obligations in these transactions. Although these transactions will not be entered into for leveraging purposes, to the extent the fund’s aggregate commitments in connection with these transactions exceed its segregated assets, the fund temporarily could be in a leveraged position (because it may have an amount greater than its net assets subject to market risk). Should market values of the fund’s portfolio securities decline while the fund is in a leveraged position, greater depreciation of its net assets would likely occur than if it were not in such a position. The fund will not borrow money to settle these transactions and, therefore, will liquidate other portfolio securities in advance of settlement if necessary to generate additional cash to meet its obligations. After a transaction is entered into, the fund may still dispose of or renegotiate the transaction. Additionally, prior to receiving delivery of securities as part of a transaction, the fund may sell such securities.

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. Because the security purchased constitutes collateral for the repurchase obligation, a repurchase agreement may be considered a loan by the fund that is collateralized by the security purchased. 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.

Real estate investment trusts — The fund may invest in securities issued by real estate investment trusts (“REITs”), which primarily invest in real estate or real estate-related loans. Equity REITs own real estate properties, while mortgage REITs hold construction, development and/or long-term mortgage loans. The values of REITs may be affected by changes in the value of the underlying property of the trusts, the creditworthiness of the issuer, property taxes, interest rates, tax laws and regulatory requirements, such as those relating to the environment. Both types of REITs are dependent upon management skill and the cash flows generated by their holdings, the real estate market in general and the possibility of failing to qualify for any applicable pass-through tax treatment or failing to maintain any applicable exemptive status afforded under relevant laws.

International Growth and Income Fund - Page 7
 

Restricted or illiquid securities — The fund may purchase securities subject to restrictions on resale. Restricted securities may only be sold pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933 Act”), or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it may be permitted to sell a security under an effective registration statement. Difficulty in selling such securities may result in a loss to the fund or cause it to incur additional administrative costs.

Securities (including restricted 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.

* * * * * *

Portfolio turnover — Portfolio changes will be made without regard to the length of time particular investments may have been held. Short-term trading profits are not the fund’s objective, and changes in its investments are generally accomplished gradually, though short-term transactions may occasionally be made. High portfolio turnover may involve correspondingly greater transaction costs in the form of dealer spreads or brokerage commissions. It may also result in the realization of net capital gains, which are taxable when distributed to shareholders, unless the shareholder is exempt from taxation or his or her account is tax-favored.

Fixed-income securities are generally traded on a net basis and usually neither brokerage commissions nor transfer taxes are involved. Transaction costs are usually reflected in the spread between the bid and asked price.

The fund’s portfolio turnover rates for the fiscal years ended June 30, 2014 and 2013 were 29% and 37%, respectively. The decrease in turnover was due to decreased trading activity during the period. The portfolio turnover rate would equal 100% if each security in a fund’s portfolio were replaced once per year. See “Financial highlights” in the prospectus for the fund’s annual portfolio turnover rate for each of the last five fiscal periods.

International Growth and Income Fund - Page 8
 

 

Fund policies

All percentage limitations in the following fund policies are considered at the time securities are purchased and are based on the fund’s net assets unless otherwise indicated. None of the following policies involving a maximum percentage of assets will be considered violated unless the excess occurs immediately after, and is caused by, an acquisition by the fund. In managing the fund, the fund’s investment adviser may apply more restrictive policies than those listed below.

Fundamental policies — The fund has adopted the following policies, which may not be changed without approval by holders of a majority of its outstanding shares. Such majority is currently defined in the Investment Company Act of 1940, as amended (the “1940 Act”), as the vote of the lesser of ( a ) 67% or more of the voting securities present at a shareholder meeting, if the holders of more than 50% of the outstanding voting securities are present in person or by proxy, or ( b ) more than 50% of the outstanding voting securities.

1. Except as permitted by ( i ) the 1940 Act and the rules and regulations thereunder, or other successor law governing the regulation of registered investment companies, or interpretations or modifications thereof by the U.S. Securities and Exchange Commission (“SEC”), SEC staff or other authority of competent jurisdiction, or ( ii ) exemptive or other relief or permission from the SEC, SEC staff or other authority of competent jurisdiction, the fund may not:

a. Borrow money;
b. Issue senior securities;
c. Underwrite the securities of other issuers;
d. Purchase or sell real estate or commodities;
e. Make loans; or
f. Purchase the securities of any issuer if, as a result of such purchase, the fund’s investments would be concentrated in any particular industry.

2. The fund may not invest in companies for the purpose of exercising control or management.

Nonfundamental policies — The following policy may be changed without shareholder approval:

The fund may not acquire securities of open-end investment companies or unit investment trusts registered under the 1940 Act in reliance on Sections 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

International Growth and Income Fund - Page 9
 

Additional information about the fund’s policies — The information below is not part of the fund’s fundamental or nonfundamental policies. This information is intended to provide a summary of what is currently required or permitted by the 1940 Act and the rules and regulations thereunder, or by the interpretive guidance thereof by the SEC or SEC staff, for particular fundamental policies of the fund. Information is also provided regarding the fund’s current intention with respect to certain investment practices permitted by the 1940 Act.

For purposes of fundamental policy 1a, the fund may borrow money in amounts of up to 33-1/3% of its total assets from banks for any purpose. Additionally, the fund may borrow up to 5% of its total assets from banks or other lenders for temporary purposes (a loan is presumed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed).

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

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

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

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

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

International Growth and Income Fund - Page 10
 

 

Management of the fund

Board of trustees and officers

“Independent” trustees 1

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

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

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

International Growth and Income Fund - Page 11
 

 

Name, age and
position with fund
(year first elected
as a trustee 2 )
Principal
occupation(s)
during the
past five years
Number of
portfolios
overseen
by
trustee
Other directorships 3 held
by trustee during
the past five years
Other relevant
experience
William H. Baribault, 68
Trustee (2012)
CEO and President, Richard Nixon Foundation; former Chairman of the Board and CEO, Oakwood Enterprises (private investment and consulting) 70 Former director of Henry Co. (until 2009); Professional Business Bank (until 2009)

·    Service as chief executive officer for multiple companies

·    Corporate board experience

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

Vanessa C. L. Chang, 62
Trustee (2012)
Director, EL & EL Investments (real estate) 7 Edison International;
Transocean Ltd.

·    Service as a chief executive officer, insurance-related (claims/dispute resolution) internet company

·    Senior management experience, investment banking

·    Former partner, public accounting firm

·    Corporate board experience

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

·    Former member of the Governing Council of the Independent Directors Council

·    C.P.A. (inactive)

International Growth and Income Fund - Page 12
 

 

Name, age and
position with fund
(year first elected
as a trustee 2 )
Principal
occupation(s)
during the
past five years
Number of
portfolios
overseen
by
trustee
Other directorships 3 held
by trustee during
the past five years
Other relevant
experience
Linda Griego, 66
Trustee (2012)
President and CEO, Griego Enterprises, Inc. (business management company) 4

AECOM Technology Corporation; CBS Corporation


Former director of City National Corporation (until 2009); SouthWest Water Company (until 2010)

·    Former Deputy Mayor, City of Los Angeles

·    Service in numerous federal, state and city commission appointments focused on, among other areas, economic development

·    Service as president for a television production company focused on programming for the Latino market

·    Corporate board experience

·    Board service for hospitals, and philanthropic, educational and nonprofit organizations

Leonade D. Jones, 66
Trustee (2008)
Retired 10 None

·    Service as treasurer of a diversified media and education company

·    Founder of e-commerce and educational loan exchange businesses

·    Corporate board and investment advisory committee experience

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

·    J.D., M.B.A.

International Growth and Income Fund - Page 13
 

 

Name, age and
position with fund
(year first elected
as a trustee 2 )
Principal
occupation(s)
during the
past five years
Number of
portfolios
overseen
by
trustee
Other directorships 3 held
by trustee during
the past five years
Other relevant
experience
William D. Jones, 59
Trustee (2008)
Real estate developer/owner, President and CEO, CityLink Investment Corporation (acquires, develops and manages real estate ventures in selected urban communities) and City Scene Management Company (provides commercial asset and property management services) 8

Sempra Energy


Former director of SouthWest Water Company (until 2010)

·    Senior investment and management experience, real estate

·    Corporate board experience

·    Service as director, Federal Reserve Boards of San Francisco and Los Angeles

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

·    M.B.A.

James J. Postl, 68
Trustee (2008)
Retired 4

Pulte, Inc.


Former director of Centex, Inc. (until 2009); Cooper Industries (until 2012)

·    Service as chief executive officer for multiple international companies

·    Senior corporate management experience

·    Corporate board experience

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

Margaret Spellings, 56
Trustee (2012)
President, George W. Bush Foundation; former President and CEO, Margaret Spellings & Company (public policy and strategic consulting); former President, U.S. Chamber Foundation and Senior Advisor to the President and CEO, U.S. Chamber of Commerce; former U.S. Secretary of Education, U.S. Department of Education 70 Former director of Apollo Education Group, Inc. (until 2013)

·    Former Assistant to the President for Domestic Policy, The White House

·    Former senior advisor to the Governor of Texas

·    Service on advisory and trustee boards for charitable and nonprofit organizations

International Growth and Income Fund - Page 14
 

 

Name, age and
position with fund
(year first elected
as a trustee 2 )
Principal
occupation(s)
during the
past five years
Number of
portfolios
overseen
by
trustee
Other directorships 3 held
by trustee during
the past five years
Other relevant
experience
Isaac Stein, 67
Chairman of the Board (Independent and Non-Executive) (2008)
President, Waverley Associates (private investment fund); Chairman Emeritus of the Board of Trustees, Stanford University 4 Alexza Pharmaceuticals, Inc.; Maxygen, Inc.

·    Service as chief executive officer, apparel company

·    Service as chief financial officer and general counsel, international materials science company

·    Former partner, law firm

·    Corporate board experience

·    Service on advisory and trustee boards for charitable and nonprofit organizations

·    J.D., M.B.A.

 

 

“Interested” trustee(s) 4,5

Interested trustees have similar qualifications, skills and attributes as the independent trustees. Interested trustees are senior executive officers and/or directors of Capital Research and Management Company or its affiliates. Such management roles with the fund’s service providers also permit the interested trustees to make a significant contribution to the fund’s board.

Name, age and
position with fund
(year first elected
as a trustee/officer 2 )

Principal occupation(s)
during the past five years

and positions
held with affiliated entities
or the Principal Underwriter
of the fund

Number of
portfolios
overseen
by trustee
Other
directorships 3 held
by trustee during
the past five years
Steven T. Watson, 59
Vice Chairman of the Board (2008)
Director, Capital Research Company*; Senior Vice President – Capital World Investors, Capital International, Inc.* 1 None

 

International Growth and Income Fund - Page 15
 

Other officers 5

Name, age and
position with fund
(year first elected
as an officer 2 )
Principal occupation(s) during the past five years
and positions held with affiliated entities
or the Principal Underwriter of the fund
Carl M. Kawaja, 50
President (2008)
Senior Vice President – Capital World Investors, Capital Research and Management Company; Chairman of the Board, Capital International Asset Management (Canada), Inc.*; Director, The Capital Group Companies, Inc.*
Paul F. Roye, 60
Executive Vice President (2008)
Senior Vice President – Fund Business Management Group, Capital Research and Management Company; Chief Legal Officer, Capital Research and Management Company; Director, American Funds Service Company*
Andrew B. Suzman, 47
Senior Vice President (2008)
Senior Vice President – Capital World Investors, Capital Research and Management Company; Senior Vice President – Capital World Investors, Capital Bank and Trust Company*; Director, American Funds Distributors, Inc.*; Director, Capital Strategy Research, Inc.*; Director, The Capital Group Companies, Inc.*
Donald H. Rolfe, 42
Vice President (2012)
Chief Compliance Officer, Capital Research Company*; Chief Compliance Officer, Capital Research and Management Company; Vice President and Senior Counsel – Fund Business Management Group, Capital Research and Management Company
Patrick F. Quan, 56
Secretary (2008)
Vice President – Fund Business Management Group, Capital Research and Management Company
Jeffrey P. Regal, 43
Treasurer (2011)
Vice President – Investment Operations, Capital Research and Management Company
Julie E. Lawton, 40
Assistant Secretary (2009)
Assistant Vice President – Fund Business Management Group, Capital Research and Management Company
Dori Laskin, 63
Assistant Treasurer (2011)
Vice President – Investment Operations, Capital Research and Management Company
Ari M. Vinocor, 39
Assistant Treasurer (2012)
Vice President – Investment Operations, Capital Research and Management Company
* Company affiliated with Capital Research and Management Company.
1 The term “independent” trustee refers to a trustee who is not an “interested person” of the fund within the meaning of the 1940 Act.
2 Includes service as a director or officer of the fund’s predecessor, International Growth and Income, Inc., a Maryland corporation. Trustees and officers of the fund serve until their resignation, removal or retirement.
3 This includes all directorships/trusteeships (other than those in the American Funds or other funds managed by Capital Research and Management Company or its affiliates) that are held by each trustee as a director/trustee of a public company or a registered investment company. Unless otherwise noted, all directorships/trusteeships are current.

4 The term “interested” trustee refers to a trustee who is an “interested person” of the fund within the meaning of the 1940 Act, on the basis of his or her affiliation with the fund’s investment adviser, Capital Research and Management Company, or affiliated entities (including the fund’s principal underwriter).

5 All of the officers listed 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: Secretary.

International Growth and Income Fund - Page 16
 

 

Fund shares owned by trustees as of December 31, 2013:

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

“Independent” trustees
William H. Baribault $1– $10,000 Over $100,000 N/A $10,001 – $50,000
Vanessa C. L. Chang $10,001 – $50,000 Over $100,000 N/A N/A
Linda Griego Over $100,000 Over $100,000 N/A N/A
Leonade D. Jones Over $100,000 Over $100,000 Over $100,000 Over $100,000
William D. Jones Over $100,000 Over $100,000 $50,001 – $100,000 Over $100,000
James J. Postl Over $100,000 Over $100,000 Over $100,000 Over $100,000
Margaret Spellings $50,001 – $100,000 Over $100,000 N/A $50,001 – $100,000
Isaac Stein Over $100,000 Over $100,000 Over $100,000 Over $100,000

 

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

“Interested” trustees
Steven T. Watson Over $100,000 Over $100,000
1 Ownership disclosure is made using the following ranges: None; $1 – $10,000; $10,001 – $50,000; $50,001 – $100,000; and Over $100,000. The amounts listed for “interested” trustees include shares owned through The Capital Group Companies, Inc. retirement plan and 401(k) plan.
2 N/A indicates that the listed individual, as of December 31, 2013, was not a trustee of a particular fund, did not allocate deferred compensation to the fund or did not participate in the deferred compensation plan.
3 Eligible trustees may defer their compensation under a nonqualified deferred compensation plan. Amounts deferred by the trustee accumulate at an earnings rate determined by the total return of one or more American Funds as designated by the trustee.
International Growth and Income Fund - Page 17
 

 

Trustee compensation — 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. Except for the independent trustees listed in the “Board of trustees and officers — ‘Independent’ trustees” table under the “Management of the fund” section in this statement of additional information, all other officers and trustees of the fund are directors, officers or employees of the investment adviser or its affiliates. The boards of funds advised by the investment adviser typically meet either individually or jointly with the boards of one or more other such funds with substantially overlapping board membership (in each case referred to as a “board cluster”). The fund typically pays each independent trustee an annual fee, which ranges from $12,344 to $23,750, based primarily on the total number of board clusters on which that independent trustee serves.

In addition, the fund generally pays independent trustees attendance and other fees for meetings of the board and its committees. Board and committee chairs receive additional fees for their services.

Independent trustees also receive attendance fees for certain special joint meetings and information sessions with directors and trustees of other groupings of funds advised by the investment adviser. The fund and the other funds served by each independent trustee each pay an equal portion of these attendance fees.

No pension or retirement benefits are accrued as part of fund expenses. Independent trustees may elect, on a voluntary basis, to defer all or a portion of their fees through a deferred compensation plan in effect for the fund. The fund also reimburses certain expenses of the independent trustees.

International Growth and Income Fund - Page 18
 

 

Trustee compensation earned during the fiscal year ended June 30, 2014:

Name Aggregate compensation
(including voluntarily
deferred compensation 1 )
from the fund
Total compensation (including
voluntarily deferred
compensation 1 )
from all funds managed by
Capital Research and
Management
Company or its affiliates
William H. Baribault $36,438 $337,978
Vanessa C. L. Chang 39,962 249,760
Linda Griego 48,378 163,972
Leonade D. Jones 2 37,651 314,972
William D. Jones 2 39,254 277,349
James J. Postl 2 54,663 185,806
Margaret Spellings 2 40,855 317,847
Isaac Stein 2 67,098 227,639
1 Amounts may be deferred by eligible trustees under a nonqualified deferred compensation plan adopted by the fund in 2008. Deferred amounts accumulate at an earnings rate determined by the total return of one or more American Funds as designated by the trustees. Compensation shown in this table for the fiscal year ended June 30, 2014 does not include earnings on amounts deferred in previous fiscal years. See footnote 2 to this table for more information.
2 Since the deferred compensation plan’s adoption, the total amount of deferred compensation accrued by the fund (plus earnings thereon) through the end of the 2014 fiscal year for participating trustees is as follows: Leonade D. Jones ($324,097), William D. Jones ($101,515), James J. Postl ($397,780), Margaret Spellings ($23,307) and Isaac Stein ($308,070). Amounts deferred and accumulated earnings thereon are not funded and are general unsecured liabilities of the fund until paid to the trustees.

As of August 1, 2014, 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 Maryland corporation on July 2, 2008, and was reorganized as a Delaware statutory trust on March 1, 2010. All fund operations are supervised by the fund’s board of trustees which meets periodically and performs duties required by applicable state and federal laws.

Delaware law charges trustees with the duty of managing the business affairs of the trust. Trustees are considered to be fiduciaries of the trust and owe duties of care and loyalty to the trust and its shareholders.

Independent board members are paid certain fees for services rendered to the fund as described above. They may elect to defer all or a portion of these fees through a deferred compensation plan in effect for the fund.

The fund has several different classes of shares. Shares of each class represent an interest in the same investment portfolio. Each class has pro rata rights as to voting, redemption, dividends and liquidation, except that each class bears different distribution expenses and may bear different transfer agent fees and other expenses properly attributable to the particular class as approved by the board of trustees and set forth in the fund’s rule 18f-3 Plan. Each class’ shareholders have exclusive voting rights with respect to the respective class’ rule 12b-1 plans adopted in connection with the distribution of shares and on other matters in which the interests of one class are different from interests in another class. Shares of all classes of the fund vote together on matters that affect all classes in substantially the same manner. Each class votes as a class on matters that affect that class alone. Note that 529 college savings plan account owners invested in Class 529 shares are not shareholders of the fund and,

International Growth and Income Fund - Page 19
 

accordingly, do not have the rights of a shareholder, such as the right to vote proxies relating to fund shares. As the legal owner of the fund’s Class 529 shares, the Virginia College Savings Plan SM will vote any proxies relating to the fund’s Class 529 shares. In addition, the trustees have the authority to establish new series and classes of shares, and to split or combine outstanding shares into a greater or lesser number, without shareholder approval.

The fund does not hold annual meetings of shareholders. However, significant matters that require shareholder approval, such as certain elections of board members or a change in a fundamental investment policy, will be presented to shareholders at a meeting called for such purpose. Shareholders have one vote per share owned.

The fund’s declaration of trust and by-laws, as well as separate indemnification agreements with independent trustees, provide in effect that, subject to certain conditions, the fund will indemnify its officers and trustees against liabilities or expenses actually and reasonably incurred by them relating to their service to the fund. However, trustees are not protected from liability by reason of their willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their office.

Removal of trustees by shareholders — At any meeting of shareholders, duly called and at which a quorum is present, shareholders may, by the affirmative vote of the holders of two-thirds of the votes entitled to be cast, remove any trustee from office and may elect a successor or successors to fill any resulting vacancies for the unexpired terms of removed trustees. In addition, the trustees of the fund will promptly call a meeting of shareholders for the purpose of voting upon the removal of any trustees when requested in writing to do so by the record holders of at least 10% of the outstanding shares.

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

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

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

International Growth and Income Fund - Page 20
 

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

Committees of the board of trustees — The fund has an audit committee comprised of William H. Baribault, Vanessa C. L. Chang, Linda Griego, Leonade D. Jones, James J. Postl and Margaret Spellings, none of whom is an “interested person” of the fund within the meaning of the 1940 Act. The committee provides oversight regarding the fund’s accounting and financial reporting policies and practices, its internal controls and the internal controls of the fund’s principal service providers. The committee acts as a liaison between the fund’s independent registered public accounting firm and the full board of trustees. The audit committee held six meetings during the 2014 fiscal year.

The fund has a contracts committee comprised of William H. Baribault, Vanessa C. L. Chang, Linda Griego, Leonade D. Jones, William D. Jones, James J. Postl, Margaret Spellings and Isaac Stein, none of whom is an “interested person” of the fund within the meaning of the 1940 Act. The committee’s principal function is to request, review and consider the information deemed necessary to evaluate the terms of certain agreements between the fund and its investment adviser or the investment adviser’s affiliates, such as the Investment Advisory and Service Agreement, Principal Underwriting Agreement, Administrative Services Agreement and Plans of Distribution adopted pursuant to rule 12b-1 under the 1940 Act, that the fund may enter into, renew or continue, and to make its recommendations to the full board of trustees on these matters. The contracts committee held one meeting during the 2014 fiscal year.

The fund has a nominating and governance committee comprised of Leonade D. Jones, William D. Jones, James J. Postl, Margaret Spellings and Isaac Stein, none of whom is an “interested person” of the fund within the meaning of the 1940 Act. The committee periodically reviews such issues as the board’s composition, responsibilities, committees, compensation and other relevant issues, and recommends any appropriate changes to the full board of trustees. The committee also evaluates, selects and nominates independent trustee candidates to the full board of trustees. While the committee normally is able to identify from its own and other resources an ample number of qualified candidates, it will consider shareholder suggestions of persons to be considered as nominees to fill future vacancies on the board. Such suggestions must be sent in writing to the nominating and governance committee of the fund, addressed to the fund’s secretary, and must be accompanied by complete biographical and occupational data on the prospective nominee, along with a written consent of the prospective nominee for consideration of his or her name by the committee. The nominating and governance committee held two meetings during the 2014 fiscal year.

Proxy voting procedures and principles — The fund’s investment adviser, in consultation with the fund’s board, has adopted Proxy Voting Procedures and Principles (the “Principles”) with respect to voting proxies of securities held by the fund, other American Funds and American Funds Insurance Series. The complete text of these principles is available on the American Funds website at americanfunds.com. Proxies are voted by a committee of the appropriate equity investment division of the investment adviser under authority delegated by the funds’ boards. Therefore, if more than one fund invests in the same company, they may vote differently on the same proposal. In addition, the funds’ boards monitor the proxy voting process and generally provide guidance with respect to the Principles through a joint proxy committee of the American Funds.

The investment adviser seeks to vote all U.S. proxies; however, in certain circumstances it may be impracticable or impossible to do so. Proxies for companies outside the U.S. also are voted, provided there is sufficient time and information available. After a proxy statement is received, the investment adviser prepares a summary of the proposals contained in the proxy statement. A notation of any potential conflicts of interest also is included in the summary (see below for a description of Capital

International Growth and Income Fund - Page 21
 

Research and Management Company’s special review procedures). For proxies of securities managed by a particular investment division of the investment adviser, the initial voting recommendation is made by one or more of the division’s investment analysts familiar with the company and industry. A second recommendation is made by a proxy coordinator (an investment analyst or other individual with experience in corporate governance and proxy voting matters) within the appropriate investment division, based on knowledge of these Principles and familiarity with proxy-related issues. The proxy summary and voting recommendations are made available to the appropriate proxy voting committee for a final voting decision.

The boards of the equity-oriented funds managed by the investment adviser have established a Joint Proxy Committee (“JPC”) composed of independent board members from each board. The JPC’s role is to facilitate appropriate oversight of the proxy voting process and provide valuable input on corporate governance and related matters. Members of the JPC also may be called upon to resolve voting conflicts involving funds co-managed by the investment adviser’s equity investment divisions and vote proxies when necessary as a result of regulatory requirements (see below for more information).

From time to time the investment adviser may vote proxies issued by, or on proposals sponsored or publicly supported by (1)  a client with substantial assets managed by the investment adviser or its affiliates, (2)  an entity with a significant business relationship with the American Funds organization, or (3)  a company with a director of an American Fund on its board (each referred to as an “Interested Party”). Other persons or entities may also be deemed an Interested Party if facts or circumstances appear to give rise to a potential conflict. The investment adviser analyzes these proxies and proposals on their merits and does not consider these relationships when casting its vote.

The investment adviser has developed procedures to identify and address instances where a vote could appear to be influenced by such a relationship. Under the procedures, prior to a final vote being cast by the investment adviser, the relevant proxy committees’ voting results for proxies issued by Interested Parties are reviewed by a Special Review Committee (“SRC”) of the investment division voting the proxy if the vote was in favor of the Interested Party.

If a potential conflict is identified according to the procedure above, the SRC will be provided with a summary of any relevant communications with the Interested Party, the rationale for the voting decision, information on the organization’s relationship with the party and any other pertinent information. The SRC will evaluate the information and determine whether the decision was in the best interest of fund shareholders. It will then accept or override the voting decision or determine alternative action. The SRC includes senior investment professionals and legal and compliance professionals.

In cases where a fund is co-managed and a portfolio company is held by more than one of the investment adviser’s equity investment divisions, voting ties are resolved by one of the following methods. First, for those funds that have delegated tie-breaking authority to the investment adviser, the outcome will be determined by the equity investment division with the larger position in the portfolio company as of the record date for the shareholder meeting. For the remaining funds, members of the JPC representing those funds will determine the outcome based on a review of the same information provided to the relevant investment analysts, proxy coordinators and proxy committee members.

The Principles, which have been in effect in substantially their current form for many years, provide an important framework for analysis and decision-making by all funds. However, they are not exhaustive and do not address all potential issues. The Principles provide a certain amount of flexibility so that all relevant facts and circumstances can be considered in connection with every vote. As a result, each proxy received is voted on a case-by-case basis considering the specific circumstances of each

International Growth and Income Fund - Page 22
 

proposal. The voting process reflects the funds’ understanding of the company’s business, its management and its relationship with shareholders over time.

Information regarding how the fund voted proxies relating to portfolio securities during the 12-month period ended June 30 of each year will be available on or about September 1 of each year ( a ) without charge, upon request by calling American Funds Service Company at (800) 421-4225, ( b ) on the American Funds website and ( c ) on the SEC’s website at sec.gov.

The following summary sets forth the general positions of the American Funds, American Funds Insurance Series and the investment adviser on various proposals. A copy of the full Principles is available upon request, free of charge, by calling American Funds Service Company or visiting the American Funds website.

Director matters — The election of a company’s slate of nominees for director generally is supported. Votes may be withheld for some or all of the nominees if this is determined to be in the best interest of shareholders. Separation of the chairman and CEO positions also may be supported.

Governance provisions — Typically, proposals to declassify a board (elect all directors annually) are supported based on the belief that this increases the directors’ sense of accountability to shareholders. Proposals for cumulative voting generally are supported in order to promote management and board accountability and an opportunity for leadership change. Proposals designed to make director elections more meaningful, either by requiring a majority vote or by requiring any director receiving more withhold votes than affirmative votes to tender his or her resignation, generally are supported.

Shareholder rights — Proposals to repeal an existing poison pill generally are supported. (There may be certain circumstances, however, when a proxy voting committee of a fund or an investment division of the investment adviser believes that a company needs to maintain anti-takeover protection.) Proposals to eliminate the right of shareholders to act by written consent or to take away a shareholder’s right to call a special meeting typically are not supported.

Compensation and benefit plans — Option plans are complicated, and many factors are considered in evaluating a plan. Each plan is evaluated based on protecting shareholder interests and a knowledge of the company and its management. Considerations include the pricing (or repricing) of options awarded under the plan and the impact of dilution on existing shareholders from past and future equity awards. Compensation packages should be structured to attract, motivate and retain existing employees and qualified directors; however, they should not be excessive.

Routine matters — The ratification of auditors, procedural matters relating to the annual meeting and changes to company name are examples of items considered routine. Such items generally are voted in favor of management’s recommendations unless circumstances indicate otherwise.

International Growth and Income Fund - Page 23
 

 

Principal fund shareholders — The following table identifies those investors who own of record, or are known by the fund to own beneficially, 5% or more of any class of its shares as of the opening of business on August 1, 2014. Unless otherwise indicated, the ownership percentages below represent ownership of record rather than beneficial ownership.

Name and address Ownership Ownership percentage
Edward D. Jones & Co.
Omnibus Account
Saint Louis, MO
Record

Class A

Class B

Class C

Class F-1

Class 529-A

Class 529-B

Class 529-C

Class R-1

  35.38%

37.94

7.59

41.69

15.50

14.95

5.34

5.59

First Clearing, LLC

Custody Account

Saint Louis, MO

Record

Class A

Class C

Class F-2
Class R-1

7.60

10.49

10.49

6.70

Pershing, LLC

Custody Account

Jersey City, NJ

Record

Class A

Class C

Class F-1

Class F-2

 

6.39

7.49

9.17

24.30

 

Raymond James

Omnibus Account

St. Petersburg, FL

Record

Class C

Class F-1

Class F-2

Class R-1

9.05

5.74

6.34

6.77

 

Merrill Lynch

Omnibus Account

Jacksonville, FL

Record

Class C

Class F-2

6.95

7.34

 

Morgan Stanley & Co., Inc.

Omnibus Account

Jersey City, NJ

Record

Class C

Class F-1

6.74

6.15

 

Charles Schwab & Co., Inc.

Custody Account

San Francisco, CA

Record

Class F-1

Class F-2

Class R-5

12.71

5.30

7.10

 

 

National Financial Services, LLC

Omnibus Account

Jersey City, NJ

Record

Class F-1

Class F-2

10.59

9.47

 

Capital Group Private Client Services Account

Irvine, CA

Record Class F-2 10.92

 

Prudential

Retirement Plan

Medford, WI

Record

Beneficial

Class R-1 18.13
Capital Research and Management Company
Corporate Account
Los Angeles, CA
Record Class R-1 16.04

Xand Operations, LLC

401K Plan

Parsippany, NJ

Record

Beneficial

Class R-1 8.86

Ameritas Life Insurance Corporation

401K Plan #1

Lincoln, NE

Record

Beneficial

Class R-4 17.65

 

 

Ameritas Life Insurance Corporation

401K Plan #2

Lincoln, NE

Record

Beneficial

Class R-4 10.74

Davidson Co.

Retirement Plan

Atlanta, GA

Record

Beneficial

Class R-5 9.76
International Growth and Income Fund - Page 24
 

 

Name and address Ownership Ownership percentage

 

Summit Partners, L.P.

401K Plan

Fargo, ND

Record

Beneficial

Class R-5 9.15

Sherrard German & Kelly PC

Retirement Plan

Englewood, CO

Record

Beneficial

Class R-5 6.30

American Funds 2030 Target Date Retirement Fund

Los Angeles, CA

Record Class R-6 11.87

American Funds 2025 Target Date Retirement Fund

Los Angeles, CA

Record Class R-6 10.84

American Funds 2020 Target Date Retirement Fund

Los Angeles, CA

Record Class R-6 10.35

American Funds 2040 Target Date Retirement Fund

Los Angeles, CA

Record Class R-6 9.91

American Funds 2035 Target Date Retirement Fund

Los Angeles, CA

Record Class R-6 9.39

American Funds 2045 Target Date Retirement Fund

Los Angeles, CA

Record Class R-6 5.85

American Funds 2050 Target Date Retirement Fund

Los Angeles, CA

Record Class R-6 5.06

Unless otherwise noted, references in this statement of additional information to Class F shares, Class R shares or Class 529 shares refer to both F share classes, all R share classes or all 529 share classes, respectively.

Investment adviser — Capital Research and Management Company, the fund’s investment adviser, founded in 1931, maintains research facilities in the United States and abroad (Los Angeles, San Francisco, New York, Washington, D.C., London, Geneva, Hong Kong, Singapore and Tokyo). These facilities are staffed with experienced investment professionals. The investment adviser is located at 333 South Hope Street, Los Angeles, CA 90071. It is a wholly owned subsidiary of The Capital Group Companies, Inc., a holding company for several investment management subsidiaries. Capital Research and Management Company manages equity assets through three equity investment divisions and fixed-income assets through its fixed-income investment division, Capital Fixed Income Investors. The three equity investment divisions — Capital World Investors, Capital Research Global Investors and Capital International Investors — make investment decisions independently of one another. Portfolio managers in Capital International Investors rely on a research team that also provides investment services to institutional clients and other accounts advised by affiliates of Capital Research and Management Company. The investment adviser has claimed an exclusion from the definition of the term commodity pool operator under the Commodity Exchange Act (the “CEA”) with respect to the fund and, therefore, is not subject to registration or regulation as such under the CEA with respect to the fund.

The investment adviser has adopted policies and procedures that address issues that may arise as a result of an investment professional’s management of the fund and other funds and accounts. Potential issues could involve allocation of investment opportunities and trades among funds and accounts, use of information regarding the timing of fund trades, investment professional compensation and voting relating to portfolio securities. The investment adviser believes that its policies and procedures are reasonably designed to address these issues.

Compensation of investment professionals — As described in the prospectus, the investment adviser uses a system of multiple portfolio managers in managing fund assets. In addition, Capital Research and Management Company’s investment analysts may make investment decisions with respect to a portion of a fund’s portfolio within their research coverage.

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Portfolio managers and investment analysts are paid competitive salaries by Capital Research and Management Company. In addition, they may receive bonuses based on their individual portfolio results. Investment professionals also may participate in profit-sharing plans. The relative mix of compensation represented by bonuses, salary and profit-sharing plans will vary depending on the individual’s portfolio results, contributions to the organization and other factors.

To encourage a long-term focus, bonuses based on investment results are calculated by comparing pretax total investment returns to relevant benchmarks over the most recent year, a four-year rolling average and an eight-year rolling average with greater weight placed on the four-year and eight-year rolling averages. For portfolio managers, benchmarks may include measures of the marketplaces in which the fund invests and measures of the results of comparable mutual funds. For investment analysts, benchmarks may include relevant market measures and appropriate industry or sector indexes reflecting their areas of expertise. Capital Research and Management Company makes periodic subjective assessments of analysts’ contributions to the investment process and this is an element of their overall compensation. The investment results of each of the fund’s portfolio managers may be measured against one or more benchmarks, depending on his or her investment focus, such as: MSCI All Country World ex USA Index and Lipper International Funds Index. From time to time, Capital Research and Management Company may adjust or customize these benchmarks to better reflect the universe of comparably managed funds of competitive investment management firms.

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

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The following table reflects information as of June 30, 2014:

Portfolio
manager
Dollar range
of fund
shares
owned 1
Number
of other
registered
investment
companies (RICs)
for which
portfolio
manager
is a manager
(assets of RICs
in billions) 2
Number
of other
pooled
investment
vehicles (PIVs)
for which
portfolio
manager
is a manager
(assets of PIVs
in billions) 3
Number
of other
accounts
for which
portfolio
manager
is a manager
(assets of
other accounts
in billions) 4
Steven T. Watson Over $1,000,000 4 $160.6 None None
Carl M. Kawaja $500,001 – $1,000,000 4 $299.3 1 $2.47 None
             
Andrew B. Suzman Over $1,000,000 6 $261.6 None None
1 Ownership disclosure is made using the following ranges: None; $1 – $10,000; $10,001 – $50,000; $50,001 – $100,000; $100,001 – $500,000; $500,001 – $1,000,000; and Over $1,000,000. The amounts listed include shares owned through The Capital Group Companies, Inc. retirement plan and 401(k) plan.
2 Indicates RIC(s) for which the portfolio manager also has significant day to day management responsibilities. Assets noted are the total net assets of the RIC(s) and are not the total assets managed by the individual, which is a substantially lower amount. No RIC or account has an advisory fee that is based on the performance of the RIC or account.
3 Represents funds advised or sub-advised by Capital Research and Management Company or its affiliates and sold outside the United States and/or fixed-income assets in institutional accounts managed by investment adviser subsidiaries of Capital Group International, Inc., an affiliate of Capital Research and Management Company. Assets noted are the total net assets of the funds or accounts and are not the total assets managed by the individual, which is a substantially lower amount. No fund or account has an advisory fee that is based on the performance of the fund or account.
4 Reflects other professionally managed accounts held at companies affiliated with Capital Research and Management Company. Personal brokerage accounts of portfolio managers and their families are not reflected.

Investment Advisory 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, 2014, unless sooner terminated, and may be renewed from year to year thereafter, provided that any such renewal has been specifically approved at least annually by ( a ) the board of trustees, or by the vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the fund, and ( b ) the vote of a majority of trustees who are not parties to the Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. The Agreement provides that the investment adviser has no liability to the fund for its acts or omissions in the performance of its obligations to the fund not involving willful 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 addition, the Agreement provides that the investment adviser may delegate all, or a portion of, its investment management responsibilities to one or more subsidiary advisers approved by the fund’s board, pursuant to an agreement between the investment adviser and such subsidiary. Any such subsidiary adviser will be paid solely by the investment adviser out of its fees.

In addition to providing investment advisory services, the investment adviser furnishes the services and pays the compensation and travel expenses of persons to perform the fund’s executive, administrative, clerical and bookkeeping functions, and provides suitable office space, necessary small office equipment and utilities, general purpose accounting forms, supplies and postage used at the fund’s offices. 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

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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 fund shares (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 independent trustees; association dues; costs of stationery and forms prepared exclusively for the fund; and costs of assembling and storing shareholder account data.

The management fee is based on the following annualized rates and daily net asset levels:

Net asset level

Rate In excess of Up to
0.69% $                       0 $   500,000,000
0.59 500,000,000 1,000,000,000
0.53 1,000,000,000 1,500,000,000
0.50 1,500,000,000 2,500,000,000
0.48 2,500,000,000 4,000,000,000
0.47 4,000,000,000 6,500,000,000
0.46 6,500,000,000

 

For the fiscal years ended June 30, 2014, 2013 and 2012, the investment adviser received from the fund advisory fees of $38,479,000, $29,110,000 and $24,694,000, respectively.

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

These services are provided pursuant to an Administrative Services Agreement (the “Administrative Agreement”) between the fund and the investment adviser relating to the fund’s Class A, C, F, R and 529 shares. The Administrative Agreement will continue in effect until December 31, 2014, unless sooner renewed or terminated, and may be renewed from year to year thereafter, provided that any such renewal has been specifically approved at least annually by the vote of a majority of the members of the fund’s board who are not parties to the Administrative Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. The fund may terminate the Administrative Agreement at any time by vote of a majority of independent board members. The investment adviser has the right to terminate the Administrative Agreement upon 60 days’ written notice to the fund. The Administrative Agreement automatically terminates in the event of its assignment (as defined in the 1940 Act).

Under the Administrative Agreement, the investment adviser receives an administrative services fee at the annual rate of .01% of the average daily net assets of the fund attributable to Class A shares and .05% of the average daily net assets of the fund attributable to Class C, F, R and 529 shares for administrative services. Administrative services fees are paid monthly and accrued daily.

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During the 2014 fiscal year, administrative services fees were:

  Administrative services fee
Class A $437,000
Class C 132,000
Class F-1 529,000
Class F-2 451,000
Class 529-A 56,000
Class 529-B —*
Class 529-C 14,000
Class 529-E 2,000
Class 529-F-1 4,000
Class R-1 4,000
Class R-2 23,000
Class R-3 19,000
Class R-4 18,000
Class R-5 22,000
Class R-6 377,000

 

* Amount is less than $1,000.

Principal Underwriter and plans of distribution — American Funds Distributors, Inc. (the “Principal Underwriter”) is the principal underwriter of the fund’s shares. The Principal Underwriter is located at 333 South Hope Street, Los Angeles, CA 90071; 6455 Irvine Center Drive, Irvine, CA 92618; 3500 Wiseman Boulevard, San Antonio, TX 78251; and 12811 North Meridian Street, Carmel, IN 46032.

The Principal Underwriter receives revenues relating to sales of the fund’s shares, as follows:

· For Class A and 529-A shares, the Principal Underwriter receives commission revenue consisting of the balance of the Class A and 529-A sales charge remaining after the allowances by the Principal Underwriter to investment dealers.
· For Class B and 529-B shares sold prior to April 21, 2009, the Principal Underwriter sold its rights to the .75% distribution-related portion of the 12b-1 fees paid by the fund, as well as any contingent deferred sales charges, to a third party. The Principal Underwriter compensated investment dealers for sales of Class B and 529-B shares out of the proceeds of this sale and kept any amounts remaining after this compensation was paid.
· For Class C and 529-C shares, the Principal Underwriter receives any contingent deferred sales charges that apply during the first year after purchase.

In addition, the fund reimburses the Principal Underwriter for advancing immediate service fees to qualified dealers and advisors upon the sale of Class C and 529-C shares. The fund also reimburses the Principal Underwriter for service fees (and, in the case of Class 529-E shares, commissions) paid on a quarterly basis to intermediaries, such as qualified dealers or financial advisors, in connection with investments in Class F-1, 529-F-1, 529-E, R-1, R-2, R-2E, R-3 and R-4 shares.

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

  Fiscal year Commissions,
revenue
or fees retained
Allowance or
compensation
to dealers
Class A 2014 $2,539,000 $10,132,000
  2013 1,319,000 5,711,000
  2012 1,230,000 5,473,000
Class C 2014 648,000
  2013 325,000
  2012 30,000 267,000
Class 529-A 2014 80,000 367,000
  2013 71,000 329,000
  2012 71,000 332,000
Class 529-C 2014 3,000 46,000
  2013 2,000 38,000
  2012 3,000 42,000
       

 

Plans of distribution — The fund has adopted plans of distribution (the “Plans”) pursuant to rule 12b-1 under the 1940 Act. The Plans permit the fund to expend amounts to finance any activity primarily intended to result in the sale of fund shares, provided the fund’s board of trustees has approved the category of expenses for which payment is being made.

Each Plan is specific to a particular share class of the fund. As the fund has not adopted a Plan for Class F-2, Class R-5 or Class R-6, no 12b-1 fees are paid from Class F-2, Class R-5 or Class R-6 share assets and the following disclosure is not applicable to these share classes.

Payments under the Plans may be made for service-related and/or distribution-related expenses. Service-related expenses include paying service fees to qualified dealers. Distribution-related expenses include commissions paid to qualified dealers. The amounts actually paid under the Plans for the past fiscal year, expressed as a percentage of the fund’s average daily net assets attributable to the applicable share class, are disclosed in the prospectus under “Fees and expenses of the fund.” Further information regarding the amounts available under each Plan is in the “Plans of Distribution” section of the prospectus.

Following is a brief description of the Plans:

Class A and 529-A — For Class A and 529-A shares, up to .25% of the fund’s average daily net assets attributable to such shares is reimbursed to the Principal Underwriter for paying service-related expenses, and the balance available under the applicable Plan may be paid to the Principal Underwriter for distribution-related expenses. The fund may annually expend up to .30% for Class A shares and up to .50% for Class 529-A shares under the applicable Plan.

Distribution-related expenses for Class A and 529-A shares include dealer commissions and wholesaler compensation paid on sales of shares of $1 million or more purchased without a sales charge. Commissions on these “no load” purchases (which are described in further detail under the “Sales Charges” section of this statement of additional information) in excess of the Class A and 529-A Plan limitations and not reimbursed to the Principal Underwriter during the most recent fiscal quarter are recoverable for 15 months, provided that the reimbursement of such commissions does not cause the fund to exceed the annual expense limit. After 15 months, these commissions are not recoverable.

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Class B and 529-B — The Plans for Class B and 529-B shares provide for payments to the Principal Underwriter of up to .25% of the fund’s average daily net assets attributable to such shares for paying service-related expenses and .75% for distribution-related expenses, which include the financing of commissions paid to qualified dealers.

Other share classes (Class C, 529-C, F-1, 529-F-1, 529-E, R-1, R-2, R-2E, R-3 and R-4) — The Plans for each of the other share classes that have adopted Plans provide for payments to the Principal Underwriter for paying service-related and distribution-related expenses of up to the following amounts of the fund’s average daily net assets attributable to such shares:

Share class Service
related
payments 1
Distribution
related
payments 1
Total
allowable
under
the Plans 2
Class C 0.25% 0.75% 1.00%
Class 529-C 0.25 0.75 1.00
Class F-1 0.25 0.50
Class 529-F-1 0.25 0.50
Class 529-E 0.25 0.25 0.75
Class R-1 0.25 0.75 1.00
Class R-2 0.25 0.50 1.00
Class R-2E 0.25 0.35 0.85
Class R-3 0.25 0.25 0.75
Class R-4 0.25 0.50

 

1 Amounts in these columns represent the amounts approved by the board of trustees under the applicable Plan.
2 The fund may annually expend the amounts set forth in this column under the current Plans with the approval of the board of trustees.
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During the 2014 fiscal year, 12b-1 expenses accrued and paid, and if applicable, unpaid, were:

  12b-1 expenses 12b-1 unpaid liability
outstanding
Class A $10,651,000 $860,000
Class B 169,000 14,000
Class C 2,645,000 261,000
Class F-1 2,643,000 252,000
Class 529-A 225,000 20,000
Class 529-B 7,000 1,000
Class 529-C 279,000 31,000
Class 529-E 20,000 2,000
Class R-1 48,000 9,000
Class R-2 338,000 46,000
Class R-3 189,000 25,000
Class R-4 86,000 13,000

 

Approval of the Plans — As required by rule 12b-1 and the 1940 Act, the Plans (together with the Principal Underwriting Agreement) have been approved by the full board of trustees and separately by a majority of the independent trustees of the fund who have no direct or indirect financial interest in the operation of the Plans or the Principal Underwriting Agreement. In addition, the selection and nomination of independent trustees of the fund are committed to the discretion of the independent trustees during the existence of the Plans.

Potential benefits of the Plans to the fund include quality shareholder services, savings to the fund in transfer agency costs, and benefits to the investment process from growth or stability of assets. The Plans may not be amended to materially increase the amount spent for distribution without shareholder approval. Plan expenses are reviewed quarterly by the board of trustees and the Plans must be renewed annually by the board of trustees.

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

Fee to Virginia College Savings Plan — With respect to Class 529 shares, as compensation for its oversight and administration, Virginia College Savings Plan receives a quarterly fee accrued daily and calculated at the annual rate of .10% on the first $30 billion of the net assets invested in Class 529 shares of the American Funds, .07% on net assets between $30 billion and $50 billion, .06% on net assets between $50 billion and $70 billion and .05% on net assets over $70 billion. The fee for any given calendar quarter is accrued and calculated on the basis of average net assets of Class 529 shares of the American Funds for the last month of the prior calendar quarter.

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Other compensation to dealers — As of July 2014, the top dealers (or their affiliates) that American Funds Distributors anticipates will receive additional compensation (as described in the prospectus) include:

AEGON / Transamerica / Diversified

Diversified Capital Corporation

Diversified Resources, LLC

Diversified Securities, Incorporated

Merrill Lynch Life Insurance Company

Merrill Lynch Life Insurance Company of New York

Transam Securities, Inc.

Transamerica Financial Advisors, Inc.

Transamerica Financial Life Insurance Company

Transamerica Investors Securities Corporation

AXA Advisors, LLC

Cadaret, Grant & Co., Inc.

Cambridge

Cambridge Investment Research, Inc.

Cetera Financial Group

Cetera Advisor Networks LLC

Cetera Advisors LLC

Cetera Financial Specialists LLC

Cetera Investment Services LLC

CIMAS, LLC

Commonwealth

Commonwealth Financial Network

D.A. Davidson & Co.

Edward Jones

Edward Jones Health Savings Plan

H. Beck, Inc.

Hefren-Tillotson, Inc.

HTK / Janney Montgomery Group

Hornor, Townsend & Kent, Inc.

Janney Montgomery Scott LLC

ING Group

ING Financial Advisers, LLC

ING Financial Partners, Inc.

ING Investment Advisors, LLC

J.J.B. Hilliard Lyons

Hilliard Lyons Trust Company LLC

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

J.P. Morgan Chase Banc One

J.P. Morgan Institutional Investments, Inc.

J.P. Morgan Securities LLC

JP Morgan Chase Bank, N.A.

Ladenburg Thalmann Group

Investacorp, Inc.

Ladenburg, Thalmann & Co., Inc.

Securities America, Inc.

Triad Advisors, Inc.

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Lincoln Network

Lincoln Capital Corp (RI)

Lincoln Financial Advisors Corporation

Lincoln Financial Distributors, Inc.

Lincoln Financial Securities Corporation

Lincoln Investment Advisors Corporation

Lincoln Management

Lincoln-Legacy

LPL Group

LPL Financial LLC

 

Mass Mutual / MML

MassMutual Trust Company FSB

Massmutual Trust Company, FSB (The)

MML Investors Services, LLC

Merrill Lynch Banc of America

Bank of America

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Metlife Enterprises

Metlife Securities Inc.

New England Securities

Tower Square Securities, Inc.

Walnut Street Securities, Inc.

 

Morgan Stanley Smith Barney

Morgan Stanley Smith Barney LLC

NFP Securities, Inc.

NMIS

Northwestern Mutual Investment Services, LLC

NPH / Jackson National

Invest Financial Corporation

Investment Centers of America, Inc.

National Planning Corporation

SII Investments, Inc.

Park Avenue Securities LLC

PFS

PFS Investments Inc.

Puplava Securities, Inc.

Raymond James Group

Morgan Keegan & Company, Inc.

Raymond James & Associates, Inc.

Raymond James Financial Services Inc.

RBC Capital Markets Corporation

Robert W. Baird & Co. Incorporated

Stifel, Nicolaus & Company, Incorporated

The Advisor Group

FSC Securities Corporation

Royal Alliance Associates, Inc.

SagePoint Financial, Inc.

Woodbury Financial Services, Inc.

UBS

UBS Financial Services Inc.

UBS Securities, LLC

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Wells Fargo Network

First Clearing LLC

Wells Fargo

Wells Fargo Advisors Financial Network, LLC

Wells Fargo Advisors Investment Services Group

Wells Fargo Advisors Latin American Channel

Wells Fargo Advisors Private Client Group

Wells Fargo Bank, N.A.

Wells Fargo Securities, LLC

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Execution of portfolio transactions

The investment adviser places orders with broker-dealers for the fund’s portfolio transactions. Purchases and sales of equity securities on a securities exchange or an over-the-counter market are effected through broker-dealers who receive commissions for their services. Generally, commissions relating to securities traded on foreign exchanges will be higher than commissions relating to securities traded on U.S. exchanges and may not be subject to negotiation. Equity securities may also be purchased from underwriters at prices that include underwriting fees. Purchases and sales of fixed-income securities are generally made with an issuer or a primary market-maker acting as principal with no stated brokerage commission. The price paid to an underwriter for fixed-income securities includes underwriting fees. Prices for fixed-income securities in secondary trades usually include undisclosed compensation to the market-maker reflecting the spread between the bid and ask prices for the securities.

In selecting broker-dealers, the investment adviser strives to obtain “best execution” (the most favorable total price reasonably attainable under the circumstances) for the fund’s portfolio transactions, taking into account a variety of factors. These factors include the size and type of transaction, the nature and character of the markets for the security to be purchased or sold, the cost, quality, likely speed and reliability of the executions, the broker-dealer’s or execution venue’s ability to offer liquidity and anonymity and the potential for minimizing market impact. The investment adviser considers these factors, which involve qualitative judgments, when selecting broker-dealers and execution venues for fund portfolio transactions. The investment adviser views best execution as a process that should be evaluated over time as part of an overall relationship with particular broker-dealer firms. The fund does not consider the investment adviser as having an obligation to obtain the lowest commission rate available for a portfolio transaction to the exclusion of price, service and qualitative considerations.

The investment adviser may execute portfolio transactions with broker-dealers who provide certain brokerage and/or investment research services to it, but only when in the investment adviser’s judgment the broker-dealer is capable of providing best execution for that transaction. The receipt of these services permits the investment adviser to supplement its own research and analysis and makes available the views of, and information from, individuals and the research staffs of other firms. Such views and information may be provided in the form of written reports, telephone contacts and meetings with securities analysts. These services may include, among other things, reports and other communications with respect to individual companies, industries, countries and regions, economic, political and legal developments, as well as scheduling meetings with corporate executives and seminars and conferences related to relevant subject matters. The investment adviser considers these services to be supplemental to its own internal research efforts and therefore the receipt of investment research from broker-dealers does not tend to reduce the expenses involved in the investment adviser’s research efforts. If broker-dealers were to discontinue providing such services it is unlikely the investment adviser would attempt to replicate them on its own, in part because they would then no longer provide an independent, supplemental viewpoint. Nonetheless, if it were to attempt to do so, the investment adviser would incur substantial additional costs. Research services that the investment adviser receives from broker-dealers may be used by the investment adviser in servicing the fund and other funds and accounts that it advises; however, not all such services will necessarily benefit the fund.

The investment adviser may pay commissions in excess of what other broker-dealers might have charged, including on an execution-only basis, for certain portfolio transactions in recognition of brokerage and/or investment research services provided by a broker-dealer. In this regard, the investment adviser has adopted a brokerage allocation procedure consistent with the requirements of Section 28(e) of the U.S. Securities Exchange Act of 1934. Section 28(e) permits an investment adviser to cause an account to pay a higher commission to a broker-dealer that provides certain brokerage and/or investment research services to the investment adviser, if the investment adviser makes a good

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faith determination that such commissions are reasonable in relation to the value of the services provided by such broker-dealer to the investment adviser in terms of that particular transaction or the investment adviser’s overall responsibility to the fund and other accounts that it advises. Certain brokerage and/or investment research services may not necessarily benefit all accounts paying commissions to each such broker-dealer; therefore, the investment adviser assesses the reasonableness of commissions in light of the total brokerage and investment research services provided by each particular broker-dealer.

In accordance with its internal brokerage allocation procedure, each equity investment division of the investment adviser periodically assesses the brokerage and investment research services provided by each broker-dealer from which it receives such services. Using its judgment, each equity investment division of the investment adviser provides its trading desks with information regarding the relative value of services provided by particular broker-dealers. Neither the investment adviser nor the fund incurs any obligation to any broker-dealer to pay for research by generating trading commissions. As part of its ongoing relationships with broker-dealers, the investment adviser routinely meets with firms, typically at the firm’s request, to discuss the level and quality of the brokerage and research services provided, as well as the perceived value and cost of such services. In valuing the brokerage and investment research services the investment adviser receives from broker-dealers in connection with its good faith determination of reasonableness, the investment adviser does not attribute a dollar value to such services, but rather takes various factors into consideration, including the quantity, quality and usefulness of the services to the investment adviser.

The investment adviser seeks, on an ongoing basis, to determine what the reasonable levels of commission rates are in the marketplace. The investment adviser takes various considerations into account when evaluating such reasonableness, including, ( a ) rates quoted by broker-dealers, ( b ) the size of a particular transaction in terms of the number of shares and dollar amount, ( c ) the complexity of a particular transaction, ( d ) the nature and character of the markets on which a particular trade takes place, ( e ) the ability of a broker-dealer to provide anonymity while executing trades, ( f ) the ability of a broker-dealer to execute large trades while minimizing market impact, ( g ) the extent to which a broker-dealer has put its own capital at risk, ( h ) the level and type of business done with a particular broker-dealer over a period of time, ( i ) historical commission rates, and ( j ) commission rates that other institutional investors are paying.

When executing portfolio transactions in the same equity security for the funds and accounts, or portions of funds and accounts, over which the investment adviser, through its equity investment divisions, has investment discretion, each of the investment divisions normally aggregates its respective purchases or sales and executes them as part of the same transaction or series of transactions. When executing portfolio transactions in the same fixed-income security for the fund and the other funds or accounts over which it or one of its affiliated companies has investment discretion, the investment adviser normally aggregates such purchases or sales and executes them as part of the same transaction or series of transactions. The objective of aggregating purchases and sales of a security is to allocate executions in an equitable manner among the funds and other accounts that have concurrently authorized a transaction in such security.

The investment adviser may place orders for the fund’s portfolio transactions with broker-dealers who have sold shares of the funds managed by the investment adviser or its affiliated companies; however, it does not consider whether a broker-dealer has sold shares of the funds managed by the investment adviser or its affiliated companies when placing any such orders for the fund’s portfolio transactions.

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

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

Brokerage commissions paid on portfolio transactions for the fiscal years ended June 30, 2014, 2013 and 2012, amounted to $6,071,000, $5,167,000 and $3,029,000, respectively. The volume of trading activity increased during the 2013 fiscal year, resulting in an increase in brokerage commissions paid on portfolio transactions.

The fund is required to disclose information regarding investments in the securities of its “regular” broker-dealers (or parent companies of its regular broker-dealers) that derive more than 15% of their revenue from broker-dealer, underwriter or investment adviser activities. A regular broker-dealer is ( a ) one of the 10 broker-dealers that received from the fund the largest amount of brokerage commissions by participating, directly or indirectly, in the fund’s portfolio transactions during the fund’s most recently completed fiscal year; ( b ) one of the 10 broker-dealers that engaged as principal in the largest dollar amount of portfolio transactions of the fund during the fund’s most recently completed fiscal year; or ( c ) one of the 10 broker-dealers that sold the largest amount of securities of the fund during the fund’s most recently completed fiscal year.

At the end of the fund’s most recently completed fiscal year, the fund’s regular broker-dealers included UBS AG NAMEN. At the end of the fund’s most recently completed fiscal year, the fund held equity securities of UBS AG NAMEN in the amount of $23,484,000.

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Disclosure of portfolio holdings

The fund’s investment adviser, on behalf of the fund, has adopted policies and procedures with respect to the disclosure of information about fund portfolio securities. These policies and procedures have been reviewed by the fund’s board of trustees, and compliance will be periodically assessed by the board in connection with reporting from the fund’s Chief Compliance Officer.

Under these policies and procedures, the fund’s complete list of portfolio holdings available for public disclosure, dated as of the end of each calendar quarter, is permitted to be posted on the American Funds website no earlier than the 10th day after such calendar quarter. In practice, the publicly disclosed portfolio is typically posted on the American Funds website within 30 days after the end of the calendar quarter. The publicly disclosed portfolio may exclude certain securities when deemed to be in the best interest of the fund as permitted by applicable regulations. In addition, the fund’s list of top 10 equity portfolio holdings measured by percentage of net assets, dated as of the end of each calendar month, is permitted to be posted on the American Funds website no earlier than the 10th day after such month. Such portfolio holdings information may be disclosed to any person pursuant to an ongoing arrangement to disclose portfolio holdings information to such person no earlier than one day after the day on which the information is posted on the American Funds website.

The fund’s custodian, outside counsel, auditor, financial printers, proxy voting service providers, pricing information vendors, consultants or agents operating under a contract with the investment adviser or its affiliates, co-litigants (such as in connection with a bankruptcy proceeding related to a fund holding) and certain other third parties described below, each of which requires portfolio holdings information for legitimate business and fund oversight purposes, may receive fund portfolio holdings information earlier. See the “General information” section in this statement of additional information for further information about the fund’s custodian, outside counsel and auditor.

The fund’s portfolio holdings, dated as of the end of each calendar month, are made available to up to 20 key broker-dealer relationships with research departments to help them evaluate the fund for eligibility on approved lists or in model portfolios. These firms include certain of those listed under the “Other compensation to dealers” section of this statement of additional information and certain broker-dealer firms that offer trading platforms for registered investment advisers. Monthly holdings may be provided to these intermediaries no earlier than the 10th day after the end of the calendar month. In practice, monthly holdings are provided within 30 days after the end of the calendar month. Holdings may also be disclosed more frequently to certain statistical and data collection agencies including Morningstar, Lipper, Inc., Value Line, Vickers Stock Research, Bloomberg, Overlap and Thomson Financial Research.

Affiliated persons of the fund, including officers of the fund and employees of the investment adviser and its affiliates, who receive portfolio holdings information are subject to restrictions and limitations on the use and handling of such information pursuant to applicable codes of ethics, including requirements not to trade in securities based on confidential and proprietary investment information, to maintain the confidentiality of such information, and to pre-clear securities trades and report securities transactions activity, as applicable. For more information on these restrictions and limitations, please see the “Code of ethics” section in this statement of additional information and the Code of Ethics. Third-party service providers of the fund and other entities, as described in this statement of additional information, receiving such information are subject to confidentiality obligations. When portfolio holdings information is disclosed other than through the American Funds website to persons not affiliated with the fund, such persons will be bound by agreements (including confidentiality agreements) or fiduciary or other obligations that restrict and limit their use of the information to legitimate business uses only. None of the fund, its investment adviser or any of their affiliates receives compensation or other consideration in connection with the disclosure of information about portfolio securities.

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Subject to board policies, the authority to disclose a fund’s portfolio holdings, and to establish policies with respect to such disclosure, resides with the appropriate investment-related committees of the fund’s investment adviser. In exercising their authority, the committees determine whether disclosure of information about the fund’s portfolio securities is appropriate and in the best interest of fund shareholders. The investment adviser has implemented policies and procedures to address conflicts of interest that may arise from the disclosure of fund holdings. For example, the investment adviser’s code of ethics specifically requires, among other things, the safeguarding of information about fund holdings and contains prohibitions designed to prevent the personal use of confidential, proprietary investment information in a way that would conflict with fund transactions. In addition, the investment adviser believes that its current policy of not selling portfolio holdings information and not disclosing such information to unaffiliated third parties until such holdings have been made public on the American Funds website (other than to certain fund service providers and other third parties for legitimate business and fund oversight purposes) helps reduce potential conflicts of interest between fund shareholders and the investment adviser and its affiliates.

The fund’s investment adviser and its affiliates provide investment advice to clients other than the fund that have investment objectives that may be substantially similar to those of the fund. These clients also may have portfolios consisting of holdings substantially similar to those of the fund and generally have access to current portfolio holdings information for their accounts. These clients do not owe the fund’s investment adviser or the fund a duty of confidentiality with respect to disclosure of their portfolio holdings.

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Price of shares

Shares are purchased at the offering price or sold at the net asset value price next determined after the purchase or sell order is received by the fund or the Transfer Agent provided that your request contains all information and legal documentation necessary to process the transaction. The Transfer Agent may accept written orders for the sale of fund shares on a future date. These orders are subject to the Transfer Agent’s policies, which generally allow shareholders to provide a written request to sell shares at the net asset value on a specified date no more than five business days after receipt of the order by the Transfer Agent. Any request to sell shares on a future date will be rejected if the request is not in writing, if the requested transaction date is more than five business days after the Transfer Agent receives the request or if the request does not contain all information and legal documentation necessary to process the transaction.

The offering or net asset value price is effective for orders received prior to the time of determination of the net asset value and, in the case of orders placed with dealers or their authorized designees, accepted by the Principal Underwriter, the Transfer Agent, a dealer or any of their designees. In the case of orders sent directly to the fund or the Transfer Agent, an investment dealer should be indicated. The dealer is responsible for promptly transmitting purchase and sell orders to the Principal Underwriter.

Orders received by the investment dealer or authorized designee, the Transfer Agent or the fund after the time of the determination of the net asset value will be entered at the next calculated offering price. Note that investment dealers or other intermediaries may have their own rules about share transactions and may have earlier cut-off times than those of the fund. For more information about how to purchase through your intermediary, contact your intermediary directly.

Prices that appear in the newspaper do not always indicate prices at which you will be purchasing and redeeming shares of the fund, since such prices generally reflect the previous day’s closing price, while purchases and redemptions are made at the next calculated price. The price you pay for shares, the offering price, is based on the net asset value per share, which is calculated once daily as of approximately 4 p.m. New York time, which is the normal close of trading on the New York Stock Exchange, each day the New York Stock Exchange is open. If, for example, the New York Stock Exchange closes at 1 p.m. New York time, the fund’s share price would still be determined as of 4 p.m. New York time. In such example, portfolio securities traded on the New York Stock Exchange would be valued at their closing prices unless the investment adviser determines that a fair value adjustment is appropriate due to subsequent events. The New York Stock Exchange is currently closed on weekends and on the following holidays: New Year’s Day; Martin Luther King, Jr. Day; Presidents’ Day; Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving; and Christmas Day. Each share class of the fund has a separately calculated net asset value (and share price).

All portfolio securities of funds managed by Capital Research and Management Company (other than American Funds Money Market Fund®) are valued, and the net asset values per share for each share class are determined, as indicated below. The fund follows standard industry practice by typically reflecting changes in its holdings of portfolio securities on the first business day following a portfolio trade.

Equity securities, including depositary receipts, are generally valued at the official closing price of, or the last reported sale price on, the exchange or market on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price. Prices for each security are taken from the principal exchange or market on which the security trades.

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

Securities with both fixed-income and equity characteristics (e.g., convertible bonds, preferred stocks, units comprised of more than one type of security, etc.), or equity securities traded principally among fixed-income dealers, are generally valued in the manner described above for either equity or fixed-income securities, depending on which method is deemed most appropriate by the investment adviser.

Forward currency contracts are valued at the mean of representative quoted bid and ask prices, generally based on prices supplied by one or more pricing vendors.

Assets or liabilities initially expressed in terms of currencies other than U.S. dollars are translated prior to the next determination of the net asset value of the fund’s shares into U.S. dollars at the prevailing market rates.

Securities and other assets for which representative market quotations are not readily available or are considered unreliable by the investment adviser are valued at fair value as determined in good faith under fair value guidelines adopted by authority of the fund’s board. Subject to board oversight, the fund’s board has delegated the obligation to make fair valuation determinations to a valuation committee established by the fund’s investment adviser. The board receives regular reports describing fair-valued securities and the valuation methods used.

The valuation committee has adopted guidelines and procedures (consistent with SEC rules and guidance) to consider certain relevant principles and factors when making all fair value determinations. As a general principle, securities lacking readily available market quotations, or that have quotations that are considered unreliable by the investment adviser, are valued in good faith by the valuation committee based upon what the fund might reasonably expect to receive upon their current sale. Fair valuations and valuations of investments that are not actively trading involve judgment and may differ materially from valuations that would have been used had greater market activity occurred. The valuation committee considers relevant indications of value that are reasonably and timely available to it in determining the fair value to be assigned to a particular security, such as the type and cost of the security, contractual or legal restrictions on resale of the security, relevant financial or business developments of the issuer, actively traded similar or related securities, conversion or exchange rights on the security, related corporate actions, significant events occurring after the close of trading in the security and changes in overall market conditions. The valuation committee employs additional fair value procedures to address issues related to equity holdings of applicable fund portfolios outside the United States. Securities owned by these funds trade in markets that open and close at different times, reflecting time zone differences. If significant events occur after the close of a market (and before these fund’s net asset values are next determined) which affect the value of portfolio securities, appropriate adjustments from closing market prices may be made to reflect these events. Events of this type could include, for example, earthquakes and other natural disasters or significant price changes in other markets (e.g., U.S. stock markets).

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Each cl ass o f shares represents interests in the same portfolio of investments and is identical in all respects to each other class, except for differences relating to distribution, service and other charges and expenses, certain voting rights, differences relating to eligible investors, the designation of each class of shares, conversion features and exchange privileges. Expenses attributable to the fund, but not to a particular class of shares, are borne by each class pro rata based on relative aggregate net assets of the classes. Expenses directly attributable to a class of shares are borne by that class of shares. Liabilities attributable to particular share classes, such as liabilities for repurchase of fund shares, are deducted from total assets attributable to such share classes.

Net assets so obtained for each share class are then divided by the total number of shares outstanding of that share class, and the result, rounded to the nearest cent, is the net asset value per share for that class.

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Taxes and distributions

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

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

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

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

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

The fund may declare a capital gain distribution consisting of the excess of net realized long-term capital gains over net realized short-term capital losses. Net capital gains for a fiscal year are computed by taking into account any capital loss carryforward of the fund. For fund fiscal years beginning on or after December 22, 2010, capital losses may be carried forward indefinitely and retain their character as either short-term or long-term. Under prior law, net capital losses could be carried forward for eight tax years and were treated as short-term capital losses. The fund is required to use capital losses arising in fiscal years beginning on or after December 22, 2010 before using capital losses arising in fiscal years prior to December 22, 2010.

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

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

Distributions of net capital gain that the fund properly designates as a capital gain distribution generally will be taxable as long-term capital gain, regardless of the length of time the shares of the fund have been held by a shareholder. Any loss realized upon the redemption of shares held at the time of redemption for six months or less from the date of their purchase will be treated as a long-term capital loss to the extent of any capital gain distributions (including any undistributed amounts treated as distributed capital gains, as described above) during such six-month period.

Capital gain distributions by the fund result in a reduction in the net asset value of the fund’s shares. Investors should consider the tax implications of buying shares just prior to a capital gain distribution. The price of shares purchased at that time includes the amount of the forthcoming distribution. Those purchasing just prior to a distribution will subsequently receive a partial return of their investment capital upon payment of the distribution, which will be taxable to them.

Redemptions and exchanges of fund shares — Redemptions of shares, including exchanges for shares of other American Funds, may result in federal, state and local tax consequences (gain or loss) to the shareholder.

Any loss realized on a redemption or exchange of shares of the fund will be disallowed to the extent substantially identical shares are reacquired within the 61-day period beginning 30 days before and ending 30 days after the shares are disposed of. Any loss disallowed under this rule will be added to the shareholder’s tax basis in the new shares purchased.

If a shareholder exchanges or otherwise disposes of shares of the fund within 90 days of having acquired such shares, and if, as a result of having acquired those shares, the shareholder subsequently pays a reduced or no sales charge for shares of the fund, or of a different fund acquired before January 31 st of the year following the year the shareholder exchanged or otherwise disposed of the original fund shares, the sales charge previously incurred in acquiring the fund’s shares will not be taken into account (to the extent such previous sales charges do not exceed the reduction in sales charges) for the purposes of determining the amount of gain or loss on the exchange, but will be treated as having been incurred in the acquisition of such other fund(s).

Tax consequences of investments in non-U.S. securities — Dividend and interest income received by the fund from sources outside the United States may be subject to withholding and other taxes imposed by such foreign jurisdictions. Tax conventions between certain countries and the United States, however, may reduce or eliminate these foreign taxes. Some foreign countries impose taxes on capital gains with respect to investments by foreign investors.

If more than 50% of the value of the total assets of the fund at the close of the taxable year consists of securities of foreign corporations, the fund may elect to pass through to shareholders the foreign taxes paid by the fund. If such an election is made, shareholders may claim a credit or deduction on their federal income tax returns for, and will be required to treat as part of the amounts distributed to them, their pro rata portion of qualified taxes paid by the fund to foreign countries. The application of the foreign tax credit depends upon the particular circumstances of each shareholder.

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

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

Other tax considerations — After the end of each calendar year, individual shareholders holding fund shares in taxable accounts will receive a statement of the federal income tax status of all distributions. Shareholders of the fund also may be subject to state and local taxes on distributions received from the fund.

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

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

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

The foregoing discussion of U.S. federal income tax law relates solely to the application of that law to U.S. persons (i.e., U.S. citizens and legal residents and U.S. corporations, partnerships, trusts and estates). Each shareholder who is not a U.S. person should consider the U.S. and foreign tax consequences of ownership of shares of the fund, including the possibility that such a shareholder may be subject to U.S. withholding taxes.

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Unless otherwise noted, all references in the following pages to Class A, B, C or F-1 shares also refer to the corresponding Class 529-A, 529-B, 529-C or 529-F-1 shares. Class 529 shareholders should also refer to the applicable program description for information on policies and services specifically relating to these accounts. Shareholders holding shares through an eligible retirement plan should contact their plan’s administrator or recordkeeper for information regarding purchases, sales and exchanges.

Purchase and exchange of shares

Purchases by individuals — As described in the prospectus, you may generally open an account and purchase fund shares by contacting a financial advisor or investment dealer authorized to sell the fund’s shares. You may make investments by any of the following means:

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

By mail — For initial investments, you may mail a check, made payable to the fund, directly to the address indicated on the account application. Please indicate an investment dealer on the account application. You may make additional investments by filling out the “Account Additions” form at the bottom of a recent transaction confirmation and mailing the form, along with a check made payable to the fund, using the envelope provided with your confirmation.

The amount of time it takes for us to receive regular U.S. postal mail may vary and there is no assurance that we will receive such mail on the day you expect. Mailing addresses for regular U.S. postal mail can be found in the prospectus. To send investments or correspondence to us via overnight mail or courier service, use either of the following addresses:

American Funds

12711 North Meridian Street

Carmel, IN 46032-9181

American Funds

5300 Robin Hood Road

Norfolk, VA 23513-2407

By telephone — Using the American FundsLine. Please see the “Shareholder account services and privileges” section of this statement of additional information for more information regarding this service.

By Internet — Using americanfunds.com. Please see the “Shareholder account services and privileges” section of this statement of additional information for more information regarding this service.

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By wire — If you are making a wire transfer, instruct your bank to wire funds to:

Wells Fargo Bank

ABA Routing No. 121000248

Account No. 4600-076178

Your bank should include the following information when wiring funds:

For credit to the account of:

American Funds Service Company

(fund’s name)

For further credit to:

(shareholder’s fund account number)

(shareholder’s name)

You may contact American Funds Service Company at (800) 421-4225 if you have questions about making wire transfers.

Other purchase information — Class 529 shares may be purchased only through CollegeAmerica by investors establishing qualified higher education savings accounts. Class 529-E shares may be purchased only by investors participating in CollegeAmerica through an eligible employer plan. The American Funds state tax-exempt funds are qualified for sale only in certain jurisdictions, and tax-exempt funds in general should not serve as retirement plan investments. In addition, the fund and the Principal Underwriter reserve the right to reject any purchase order.

Class R-5 and R-6 shares may be made available to certain charitable foundations organized and maintained by The Capital Group Companies, Inc. or its affiliates.

Class R-5 and R-6 shares may also be made available to the Virginia College Savings Plan for use in the Virginia Education Savings Trust and the Virginia Prepaid Education Program and other registered investment companies approved by the fund’s investment adviser or distributor. Class R-6 shares are also available to other post employment benefits plans.

Purchase minimums and maximums — All investments are subject to the purchase minimums and maximums described in the prospectus. As noted in the prospectus, purchase minimums may be waived or reduced in certain cases.

In the case of American Funds non-tax-exempt funds, the initial purchase minimum of $25 may be waived for the following account types:

· Payroll deduction retirement plan accounts (such as, but not limited to, 403(b), 401(k), SIMPLE IRA, SARSEP and deferred compensation plan accounts); and
· Employer-sponsored CollegeAmerica accounts.
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The following account types may be established without meeting the initial purchase minimum:

· Retirement accounts that are funded with employer contributions; and
· Accounts that are funded with monies set by court decree.

The following account types may be established without meeting the initial purchase minimum, but shareholders wishing to invest in two or more funds must meet the normal initial purchase minimum of each fund:

· Accounts that are funded with ( a) transfers of assets, ( b ) rollovers from retirement plans, ( c ) rollovers from 529 college savings plans or ( d ) required minimum distribution automatic exchanges; and
· American Funds Money Market Fund accounts registered in the name of clients of Capital Guardian Trust Company’s Capital Group Private Client Services division.

Certain accounts held on the fund’s books, known as omnibus accounts, contain multiple underlying accounts that are invested in shares of the fund. These underlying accounts are maintained by entities such as financial intermediaries and are subject to the applicable initial purchase minimums as described in the prospectus and this statement of additional information. However, in the case where the entity maintaining these accounts aggregates the accounts’ purchase orders for fund shares, such accounts are not required to meet the fund’s minimum amount for subsequent purchases.

Exchanges — You may only exchange shares into other American Funds within the same share class. However, exchanges from Class A shares of American Funds Money Market Fund may be made to Class C shares of other American Funds for dollar cost averaging purposes. Exchanges are not permitted from Class A shares of American Funds Money Market Fund to Class C shares of American Funds Short-Term Tax-Exempt Bond Fund, Intermediate Bond Fund of America, Limited Term Tax-Exempt Bond Fund of America or Short-Term Bond Fund of America. Exchange purchases are subject to the minimum investment requirements of the fund purchased and no sales charge generally applies. However, exchanges of shares from American Funds Money Market Fund are subject to applicable sales charges, unless the American Funds Money Market Fund shares were acquired by an exchange from a fund having a sales charge, or by reinvestment or cross-reinvestment of dividends or capital gain distributions. Exchanges of Class F shares generally may only be made through fee-based programs of investment firms that have special agreements with the fund’s distributor and certain registered investment advisors.

You may exchange shares of other classes by contacting the Transfer Agent, by contacting your investment dealer or financial advisor, by using American FundsLine or americanfunds.com, or by telephoning (800) 421-4225 toll-free, or faxing (see “American Funds Service Company service areas” in the prospectus for the appropriate fax numbers) the Transfer Agent. For more information, see “Shareholder account services and privileges” in this statement of additional information. These transactions have the same tax consequences as ordinary sales and purchases.

Shares held in employer-sponsored retirement plans may be exchanged into other American Funds by contacting your plan administrator or recordkeeper. Exchange redemptions and purchases are processed simultaneously at the share prices next determined after the exchange order is received (see “Price of shares” in this statement of additional information).

Conversion — Currently, Class C shares of the fund automatically convert to Class F-1 shares in the month of the 10-year anniversary of the purchase date. The board of trustees of the fund reserves the right at any time, without shareholder approval, to amend the conversion feature of the Class C shares, including without limitation, providing for conversion into a different share class or for no conversion.

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In making its decision, the board of trustees will consider, among other things, the effect of any such amendment on shareholders.

Frequent trading of fund shares — As noted in the prospectus, certain redemptions may trigger a purchase block lasting 30 calendar days under the fund’s “purchase blocking policy.” Under this policy, systematic redemptions will not trigger a purchase block and systematic purchases will not be prevented if the entity maintaining the shareholder account is able to identify the transaction as a systematic redemption or purchase. For purposes of this policy, systematic redemptions include, for example, regular periodic automatic redemptions and statement of intention escrow share redemptions. Systematic purchases include, for example, regular periodic automatic purchases and automatic reinvestments of dividends and capital gain distributions. Generally, purchases and redemptions will not be considered “systematic” unless the transaction is prescheduled for a specific date.

Other potentially abusive activity — In addition to implementing purchase blocks, American Funds Service Company will monitor for other types of activity that could potentially be harmful to the American Funds — for example, short-term trading activity in multiple funds. When identified, American Funds Service Company will request that the shareholder discontinue the activity. If the activity continues, American Funds Service Company will freeze the shareholder account to prevent all activity other than redemptions of fund shares.

Moving between share classes

If you wish to “move” your investment between share classes (within the same fund or between different funds), we generally will process your request as an exchange of the shares you currently hold for shares in the new class or fund. Below is more information about how sales charges are handled for various scenarios.

Exchanging Class B shares for Class A shares — If you exchange Class B shares for Class A shares during the contingent deferred sales charge period you are responsible for paying any applicable deferred sales charges attributable to those Class B shares, but you will not be required to pay a Class A sales charge. If, however, you exchange your Class B shares for Class A shares after the contingent deferred sales charge period, you are responsible for paying any applicable Class A sales charges.

Exchanging Class C shares for Class A shares — If you exchange Class C shares for Class A shares, you are still responsible for paying any Class C contingent deferred sales charges and applicable Class A sales charges.

Exchanging Class C shares for Class F shares — If you are part of a qualified fee-based program and you wish to exchange your Class C shares for Class F shares to be held in the program, you are still responsible for paying any applicable Class C contingent deferred sales charges.

Exchanging Class F shares for Class A shares — You can exchange Class F shares held in a qualified fee-based program for Class A shares without paying an initial Class A sales charge if you are leaving or have left the fee-based program. You can exchange Class F shares received in a conversion from Class C shares for Class A shares at any time without paying an initial Class A sales charge if you notify American Funds Service Company of the conversion when you make your request. If you have already redeemed your Class F shares, the foregoing requirements apply and you must purchase Class A shares within 90 days after redeeming your Class F shares to receive the Class A shares without paying an initial Class A sales charge.

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Exchanging Class A shares for Class F shares — If you are part of a qualified fee-based program and you wish to exchange your Class A shares for Class F shares to be held in the program, any Class A sales charges (including contingent deferred sales charges) that you paid or are payable will not be credited back to your account.

Exchanging Class A shares for Class R shares — Provided it is eligible to invest in Class R shares, a retirement plan currently invested in Class A shares may exchange its shares for Class R shares. Any Class A sales charges that the retirement plan previously paid will not be credited back to the plan’s account.

Exchanging Class F-1 shares for Class F-2 shares — If you are part of a qualified fee-based program that offers Class F-2 shares, you may exchange your Class F-1 shares for Class F-2 shares to be held in the program.

Moving between other share classes — If you desire to move your investment between share classes and the particular scenario is not described in this statement of additional information, please contact American Funds Service Company at (800) 421-4225 for more information.

Non-reportable transactions — Automatic conversions described in the prospectus will be non-reportable for tax purposes. In addition, an exchange of shares from one share class of a fund to another share class of the same fund will be treated as a non-reportable exchange for tax purposes, provided that the exchange request is received in writing by American Funds Service Company and processed as a single transaction. However, a movement between a 529 share class and a non-529 share class of the same fund will be reportable.

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Sales charges

Class A purchases

Purchases by certain 403(b) plans

A 403(b) plan may not invest in Class A or C shares unless such plan was invested in Class A or C shares before January 1, 2009.

Participant accounts of a 403(b) plan that were treated as an individual-type plan for sales charge purposes before January 1, 2009, may continue to be treated as accounts of an individual-type plan for sales charge purposes. Participant accounts of a 403(b) plan that were treated as an employer-sponsored plan for sales charge purposes before January 1, 2009, may continue to be treated as accounts of an employer-sponsored plan for sales charge purposes. Participant accounts of a 403(b) plan that is established on or after January 1, 2009, are treated as accounts of an employer-sponsored plan for sales charge purposes.

Purchases by SEP plans and SIMPLE IRA plans

Participant accounts in a Simplified Employee Pension (SEP) plan or a Savings Incentive Match Plan for Employees of Small Employers IRA (SIMPLE IRA) plan will be aggregated together for Class A sales charge purposes if the SEP plan or SIMPLE IRA plan was established after November 15, 2004, by an employer adopting a prototype plan produced by American Funds Distributors, Inc. In the case where the employer adopts any other plan (including, but not limited to, an IRS model agreement), each participant’s account in the plan will be aggregated with the participant’s own personal investments that qualify under the aggregation policy. A SEP plan or SIMPLE IRA plan with a certain method of aggregating participant accounts as of November 15, 2004, may continue with that method so long as the employer has not modified the plan document since that date.

Other purchases

Pursuant to a determination of eligibility by a vice president or more senior officer of the Capital Research and Management Company Fund Administration Unit, or by his or her designee, Class A shares of the American Funds stock, stock/bond and bond funds may be sold at net asset value to:

(1) current or retired directors, trustees, officers and advisory board members of, and certain lawyers who provide services to, the funds managed by Capital Research and Management Company, current or retired employees and partners of The Capital Group Companies, Inc. and its affiliated companies, certain family members of the above persons, and trusts or plans primarily for such persons;
(2) currently registered representatives and assistants directly employed by such representatives, retired registered representatives with respect to accounts established while active, or full-time employees (collectively, “Eligible Persons”) (and their ( a ) spouses or equivalents if recognized under local law, ( b ) parents and children, including parents and children in step and adoptive relationships, sons-in-law and daughters-in-law, and ( c ) parents-in-law, if the Eligible Persons or the spouses, children or parents of the Eligible Persons are listed in the account registration with the parents-in-law) of dealers who have sales agreements with the Principal Underwriter (or who clear transactions through such dealers), plans for the dealers, and plans that include as participants only the Eligible Persons, their
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spouses, parents and/or children (these policies are subject to the dealer’s policies and system capabilities);
(3) currently registered investment advisors (“RIAs”) and assistants directly employed by such RIAs, retired RIAs with respect to accounts established while active, or full-time employees (collectively, “Eligible RIAs”) (and their ( a ) spouses or equivalents if recognized under local law, ( b ) parents and children, including parents and children in step and adoptive relationships, sons-in-law and daughters-in-law and ( c ) parents-in-law, if the Eligible RIAs or the spouses, children or parents of the Eligible RIAs are listed in the account registration with the parents-in-law) of RIA firms that are authorized to sell shares of the funds, plans for the RIA firms, and plans that include as participants only the Eligible RIAs, their spouses, parents and/or children (these policies are subject to the RIA’s policies and system capabilities);
(4) companies exchanging securities with the fund through a merger, acquisition or exchange offer;
(5) insurance company separate accounts;
(6) accounts managed by subsidiaries of The Capital Group Companies, Inc.;
(7) The Capital Group Companies, Inc. and its affiliated companies;
(8) an individual or entity with a substantial business relationship with The Capital Group Companies, Inc. or its affiliates, or an individual or entity related or relating to such individual or entity;
(9) wholesalers and full-time employees directly supporting wholesalers involved in the distribution of insurance company separate accounts whose underlying investments are managed by any affiliate of The Capital Group Companies, Inc.; and
(10) full-time employees of banks that have sales agreements with the Principal Underwriter, who are solely dedicated to directly supporting the sale of mutual funds.

Shares are offered at net asset value to these persons and organizations due to anticipated economies in sales effort and expense. Once an account is established under this net asset value privilege, additional investments can be made at net asset value for the life of the account.

Transfers to CollegeAmerica — A transfer from the Virginia Prepaid Education Program SM or the Virginia Education Savings Trust SM to a CollegeAmerica account will be made with no sales charge. No commission will be paid to the dealer on such a transfer.

Moving between accounts — Investments in certain account types may be moved to other account types without incurring additional Class A sales charges. These transactions include, for example:

· redemption proceeds from a non-retirement account (for example, a joint tenant account) used to purchase fund shares in an IRA or other individual-type retirement account;
· required minimum distributions from an IRA or other individual-type retirement account used to purchase fund shares in a non-retirement account; and
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· death distributions paid to a beneficiary’s account that are used by the beneficiary to purchase fund shares in a different account.

Loan repayments — Repayments on loans taken from a retirement plan or an individual-type retirement account are not subject to sales charges if American Funds Service Company is notified of the repayment.

Dealer commissions and compensation — Commissions (up to 1.00%) are paid to dealers who initiate and are responsible for certain Class A share purchases not subject to initial sales charges. These purchases consist of a) purchases of $1 million or more, b) purchases by employer-sponsored defined contribution-type retirement plans investing $1 million or more or with 100 or more eligible employees, and c) purchases made at net asset value by certain retirement plans, endowments and foundations with assets of $50 million or more. Commissions on such investments (other than IRA rollover assets that roll over at no sales charge under the fund’s IRA rollover policy as described in the prospectus) are paid to dealers at the following rates: 1.00% on amounts of less than $10 million, .50% on amounts of at least $10 million but less than $25 million and .25% on amounts of at least $25 million. Commissions are based on cumulative investments over the life of the account with no adjustment for redemptions, transfers, or market declines. For example, if a shareholder has accumulated investments in excess of $10 million (but less than $25 million) and subsequently redeems all or a portion of the account(s), purchases following the redemption will generate a dealer commission of .50%.

A dealer concession of up to 1% may be paid by the fund under its Class A plan of distribution to reimburse the Principal Underwriter in connection with dealer and wholesaler compensation paid by it with respect to investments made with no initial sales charge.

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Sales charge reductions and waivers

Reducing your Class A sales charge — As described in the prospectus, there are various ways to reduce your sales charge when purchasing Class A shares. Additional information about Class A sales charge reductions is provided below.

Statement of intention — By establishing a statement of intention (the “Statement”), you enter into a nonbinding commitment to purchase shares of the American Funds (excluding American Funds Money Market Fund) over a 13-month period and receive the same sales charge (expressed as a percentage of your purchases) as if all shares had been purchased at once, unless the Statement is upgraded as described below.

The Statement period starts on the date on which your first purchase made toward satisfying the Statement is processed. Your accumulated holdings (as described in the paragraph below titled “Rights of accumulation”) eligible to be aggregated as of the day immediately before the start of the Statement period may be credited toward satisfying the Statement.

You may revise the commitment you have made in your Statement upward at any time during the Statement period. If your prior commitment has not been met by the time of the revision, the Statement period during which purchases must be made will remain unchanged. Purchases made from the date of the revision will receive the reduced sales charge, if any, resulting from the revised Statement. If your prior commitment has been met by the time of the revision, your original Statement will be considered met and a new Statement will be established.

The Statement will be considered completed if the shareholder dies within the 13-month Statement period. Commissions to dealers will not be adjusted or paid on the difference between the Statement amount and the amount actually invested before the shareholder’s death.

When a shareholder elects to use a Statement, shares equal to 5% of the dollar amount specified in the Statement may be held in escrow in the shareholder’s account out of the initial purchase (or subsequent purchases, if necessary) by the Transfer Agent. All dividends and any capital gain distributions on shares held in escrow will be credited to the shareholder’s account in shares (or paid in cash, if requested). If the intended investment is not completed within the specified Statement period the investments made during the statement period will be adjusted to reflect the difference between the sales charge actually paid and the sales charge which would have been paid if the total of such purchases had been made at a single time. Any dealers assigned to the shareholder’s account at the time a purchase was made during the Statement period will receive a corresponding commission adjustment if appropriate.

In addition, if you currently have individual holdings in American Legacy variable annuity contracts or variable life insurance policies that were established on or before March 31, 2007, you may continue to apply purchases under such contracts and policies to a Statement.

Shareholders purchasing shares at a reduced sales charge under a Statement indicate their acceptance of these terms and those in the prospectus with their first purchase.

Aggregation — Qualifying investments for aggregation include those made by you and your “immediate family” as defined in the prospectus, if all parties are purchasing shares for their own accounts and/or:

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· individual-type employee benefit plans, such as an IRA, single-participant Keogh-type plan, or a participant account of a 403(b) plan that is treated as an individual-type plan for sales charge purposes (see “Purchases by certain 403(b) plans” under “Sales charges” in this statement of additional information);
· SEP plans and SIMPLE IRA plans established after November 15, 2004, by an employer adopting any plan document other than a prototype plan produced by American Funds Distributors, Inc.;
· business accounts solely controlled by you or your immediate family (for example, you own the entire business);
· trust accounts established by you or your immediate family (for trusts with only one primary beneficiary, upon the trustor’s death the trust account may be aggregated with such beneficiary’s own accounts; for trusts with multiple primary beneficiaries, upon the trustor’s death the trustees of the trust may instruct American Funds Service Company to establish separate trust accounts for each primary beneficiary; each primary beneficiary’s separate trust account may then be aggregated with such beneficiary’s own accounts);
· endowments or foundations established and controlled by you or your immediate family; or
· 529 accounts, which will be aggregated at the account owner level (Class 529-E accounts may only be aggregated with an eligible employer plan).

Individual purchases by a trustee(s) or other fiduciary(ies) may also be aggregated if the investments are:

· for a single trust estate or fiduciary account, including employee benefit plans other than the individual-type employee benefit plans described above;
· made for two or more employee benefit plans of a single employer or of affiliated employers as defined in the 1940 Act, excluding the individual-type employee benefit plans described above;
· for a diversified common trust fund or other diversified pooled account not specifically formed for the purpose of accumulating fund shares;
· for nonprofit, charitable or educational organizations, or any endowments or foundations established and controlled by such organizations, or any employer-sponsored retirement plans established for the benefit of the employees of such organizations, their endowments, or their foundations;
· for participant accounts of a 403(b) plan that is treated as an employer-sponsored plan for sales charge purposes (see “Purchases by certain 403(b) plans” under “Sales charges” in this statement of additional information), or made for participant accounts of two or more such plans, in each case of a single employer or affiliated employers as defined in the 1940 Act; or
· for a SEP or SIMPLE IRA plan established after November 15, 2004, by an employer adopting a prototype plan produced by American Funds Distributors, Inc.

Purchases made for nominee or street name accounts (securities held in the name of an investment dealer or another nominee such as a bank trust department instead of the 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.

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Concurrent purchases — As described in the prospectus, you may reduce your Class A sales charge by combining purchases of all classes of shares in the American Funds, as well as applicable holdings in the American Funds Target Date Retirement Series, American Funds Portfolio Series and American Funds College Target Date Series. Shares of American Funds Money Market Fund purchased through an exchange, reinvestment or cross-reinvestment from a fund having a sales charge also qualify. However, direct purchases of American Funds Money Market Fund are excluded. If you currently have individual holdings in American Legacy variable annuity contracts or variable life insurance policies that were established on or before March 31, 2007, you may continue to combine purchases made under such contracts and policies to reduce your Class A sales charge.

Rights of accumulation — Subject to the limitations described in the aggregation policy, you may take into account your accumulated holdings in all share classes of the American Funds, as well as applicable holdings in the American Funds Target Date Retirement Series, American Funds Portfolio Series and American Funds College Target Date Series, to determine your sales charge on investments in accounts eligible to be aggregated. Direct purchases of American Funds Money Market Fund are excluded. Subject to your investment dealer’s or recordkeeper’s capabilities, your accumulated holdings will be calculated as the higher of ( a ) the current value of your existing holdings (the “market value”) as of the day prior to your American Funds investment or ( b ) the amount you invested (including reinvested dividends and capital gains, but excluding capital appreciation) less any withdrawals (the “cost value”). Depending on the entity on whose books your account is held, the value of your holdings in that account may not be eligible for calculation at cost value. For example, accounts held in nominee or street name may not be eligible for calculation at cost value and instead may be calculated at market value for purposes of rights of accumulation.

The value of all of your holdings in accounts established in calendar year 2005 or earlier will be assigned an initial cost value equal to the market value of those holdings as of the last business day of 2005. Thereafter, the cost value of such accounts will increase or decrease according to actual investments or withdrawals. You must contact your financial advisor or American Funds Service Company if you have additional information that is relevant to the calculation of the value of your holdings.

When determining your American Funds Class A sales charge, if your investment is not in an employer-sponsored retirement plan, you may also continue to take into account the market value (as of the day prior to your American Funds investment) of your individual holdings in various American Legacy variable annuity contracts and variable life insurance policies that were established on or before March 31, 2007. An employer-sponsored retirement plan may also continue to take into account the market value of its investments in American Legacy Retirement Investment Plans that were established on or before March 31, 2007.

You may not purchase Class C or 529-C shares if such combined holdings cause you to be eligible to purchase Class A or 529-A shares at the $1 million or more sales charge discount rate (i.e. at net asset value).

If you make a gift of American Funds Class A shares, upon your request, you may purchase the shares at the sales charge discount allowed under rights of accumulation of all of your American Funds and applicable American Legacy accounts.

CDSC waivers for Class A, B and C shares — As noted in the prospectus, a contingent deferred sales charge (“CDSC”) may be waived for redemptions due to death or post-purchase disability of a shareholder (this generally excludes accounts registered in the names of trusts and other entities). In the case of joint tenant accounts, if one joint tenant dies, a surviving joint tenant, at the time he or she

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notifies the Transfer Agent of the other joint tenant’s death and removes the decedent’s name from the account, may redeem shares from the account without incurring a CDSC. Redemptions made after the Transfer Agent is notified of the death of a joint tenant will be subject to a CDSC.

In addition, a CDSC may be waived for the following types of transactions, if together they do not exceed 12% of the value of an “account” (defined below) annually (the “12% limit”):

· Required minimum distributions taken from retirement accounts upon the shareholder’s attainment of age 70½ (required minimum distributions that continue to be taken by the beneficiary(ies) after the account owner is deceased also qualify for a waiver).
· Redemptions through an automatic withdrawal plan (“AWP”) (see “Automatic withdrawals” under “Shareholder account services and privileges” in this statement of additional information). For each AWP payment, assets that are not subject to a CDSC, such as shares acquired through reinvestment of dividends and/or capital gain distributions, will be redeemed first and will count toward the 12% limit. If there is an insufficient amount of assets not subject to a CDSC to cover a particular AWP payment, shares subject to the lowest CDSC will be redeemed next until the 12% limit is reached. Any dividends and/or capital gain distributions taken in cash by a shareholder who receives payments through an AWP will also count toward the 12% limit. In the case of an AWP, the 12% limit is calculated at the time an automatic redemption is first made, and is recalculated at the time each additional automatic redemption is made. Shareholders who establish an AWP should be aware that the amount of a payment not subject to a CDSC may vary over time depending on fluctuations in the value of their accounts. This privilege may be revised or terminated at any time.

For purposes of this paragraph, “account” means your investment in the applicable class of shares of the particular fund from which you are making the redemption.

CDSC waivers are allowed only in the cases listed here and in the prospectus. For example, CDSC waivers will not be allowed on redemptions of Class 529-B and 529-C shares due to termination of CollegeAmerica; a determination by the Internal Revenue Service that CollegeAmerica does not qualify as a qualified tuition program under the Code; proposal or enactment of law that eliminates or limits the tax-favored status of CollegeAmerica; or elimination of the fund by the Virginia College Savings Plan as an option for additional investment within CollegeAmerica.

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Selling shares

The methods for selling (redeeming) shares are described more fully in the prospectus. If you wish to sell your shares by contacting American Funds Service Company directly, any such request must be signed by the registered shareholders. To contact American Funds Service Company via overnight mail or courier service, see “Purchase and exchange of shares.”

A signature guarantee may be required for certain redemptions. In such an event, your signature may be guaranteed by a domestic stock exchange or the Financial Industry Regulatory Authority, bank, savings association or credit union that is an eligible guarantor institution. The Transfer Agent reserves the right to require a signature guarantee on any redemptions.

Additional documentation may be required for sales of shares held in corporate, partnership or fiduciary accounts. You must include with your written request any shares you wish to sell that are in certificate form.

If you sell Class A, B or C shares and request a specific dollar amount to be sold, we will sell sufficient shares so that the sale proceeds, after deducting any applicable CDSC, equals the dollar amount requested.

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

Redemption proceeds will not be mailed until sufficient time has passed to provide reasonable assurance that checks or drafts (including certified or cashier’s checks) for shares purchased have cleared (which may take up to 10 business days from the purchase date). Except for delays relating to clearance of checks for share purchases or in extraordinary circumstances (and as permissible under the 1940 Act), sale proceeds will be paid on or before the seventh day following receipt and acceptance of an order. Interest will not accrue or be paid on amounts that represent uncashed distribution or redemption checks.

You may request that redemption proceeds of $1,000 or more from American Funds Money Market Fund be wired to your bank by writing American Funds Service Company. A signature guarantee is required on all requests to wire funds.

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Shareholder account services and privileges

The following services and privileges are generally available to all shareholders. However, certain services and privileges described in the prospectus and this statement of additional information may not be available for Class 529 shareholders or if your account is held with an investment dealer or through an employer-sponsored retirement plan.

Automatic investment plan — An automatic investment plan enables you to make monthly or quarterly investments in the American Funds through automatic debits from your bank account. To set up a plan, you must fill out an account application and specify the amount that you would like to invest and the date on which you would like your investments to occur. The plan will begin within 30 days after your account application is received. Your bank account will be debited on the day or a few days before your investment is made, depending on the bank’s capabilities. The Transfer Agent will then invest your money into the fund you specified on or around the date you specified. If the date you specified falls on a weekend or holiday, your money will be invested on the following business day. However, if the following business day falls in the next month, your money will be invested on the business day immediately preceding the weekend or holiday. If your bank account cannot be debited due to insufficient funds, a stop-payment or the closing of the account, the plan may be terminated and the related investment reversed. You may change the amount of the investment or discontinue the plan at any time by contacting the Transfer Agent.

Automatic reinvestment — Dividends and capital gain distributions are reinvested in additional shares of the same class and fund at net asset value unless you indicate otherwise on the account application. You also may elect to have dividends and/or capital gain distributions paid in cash by informing the fund, the Transfer Agent or your investment dealer. Dividends and capital gain distributions paid to retirement plan shareholders or shareholders of the 529 share classes will be automatically reinvested.

If you have elected to receive dividends and/or capital gain distributions in cash, and the postal or other delivery service is unable to deliver checks to your address of record, or you do not respond to mailings from American Funds Service Company with regard to uncashed distribution checks, your distribution option may be automatically converted to having all dividends and other distributions reinvested in additional shares.

Cross-reinvestment of dividends and distributions — For all share classes, except the 529 classes of shares, you may cross-reinvest dividends and capital gains (distributions) into other American Funds in the same share class at net asset value, subject to the following conditions:

(1) the aggregate value of your account(s) in the fund(s) paying distributions equals or exceeds $5,000 (this is waived if the value of the account in the fund receiving the distributions equals or exceeds that fund’s minimum initial investment requirement);

(2) if the value of the account of the fund receiving distributions is below the minimum initial investment requirement, distributions must be automatically reinvested; and

(3) if you discontinue the cross-reinvestment of distributions, the value of the account of the fund receiving distributions must equal or exceed the minimum initial investment requirement. If you do not meet this requirement within 90 days of notification, the fund has the right to automatically redeem the account.

Automatic exchanges — For all share classes, you may automatically exchange shares of the same class in amounts of $50 or more among any of the American Funds on any day (or preceding business day if the day falls on a nonbusiness day) of each month you designate.

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Automatic withdrawals — Depending on the type of account, for all share classes except R shares, you may automatically withdraw shares from any of the American Funds. You can make automatic withdrawals of $50 or more. You can designate the day of each period for withdrawals and request that checks be sent to you or someone else. Withdrawals may also be electronically deposited to your bank account. The Transfer Agent will withdraw your money from the fund you specify on or around the date you specify. If the date you specified falls on a weekend or holiday, the redemption will take place on the previous business day. However, if the previous business day falls in the preceding month, the redemption will take place on the following business day after the weekend or holiday. You should consult with your advisor or intermediary to determine if your account is eligible for automatic withdrawals.

Withdrawal payments are not to be considered as dividends, yield or income. Generally, automatic investments may not be made into a shareholder account from which there are automatic withdrawals. Withdrawals of amounts exceeding reinvested dividends and distributions and increases in share value would reduce the aggregate value of the shareholder’s account. The Transfer Agent arranges for the redemption by the fund of sufficient shares, deposited by the shareholder with the Transfer Agent, to provide the withdrawal payment specified.

Redemption proceeds from an automatic withdrawal plan are not eligible for reinvestment without a sales charge.

Account statements — Your account is opened in accordance with your registration instructions. Transactions in the account, such as additional investments, will be reflected on regular confirmation statements from the Transfer Agent. Dividend and capital gain reinvestments, purchases through automatic investment plans and certain retirement plans, as well as automatic exchanges and withdrawals, will be confirmed at least quarterly.

American FundsLine and americanfunds.com — You may check your share balance, the price of your shares or your most recent account transaction; redeem shares (up to $125,000 per American Funds shareholder each day) from nonretirement plan accounts; or exchange shares around the clock with American FundsLine or using americanfunds.com. To use American FundsLine, call (800) 325-3590 from a TouchTone™ telephone. Redemptions and exchanges through American FundsLine and americanfunds.com are subject to the conditions noted above and in “Telephone and Internet purchases, redemptions and exchanges” below. You will need your fund number (see the list of the American Funds under the “General information — fund numbers” section in this statement of additional information), personal identification number (generally the last four digits of your Social Security number or other tax identification number associated with your account) and account number.

Generally, all shareholders are automatically eligible to use these services. However, if you are not currently authorized to do so, you may complete an American FundsLink Authorization Form. Once you establish this privilege, you, your financial advisor or any person with your account information may use these services.

Telephone and Internet purchases, redemptions and exchanges — By using the telephone (including American FundsLine) or the Internet (including americanfunds.com), or fax purchase, redemption and/or exchange options, you agree to hold the fund, the Transfer Agent, any of its affiliates or mutual funds managed by such affiliates, and each of their respective directors, trustees, officers, employees and agents harmless from any losses, expenses, costs or liabilities (including attorney fees) that may be incurred in connection with the exercise of these privileges. Generally, all shareholders are automatically eligible to use these services. However, you may elect to opt out of these services by writing the Transfer Agent (you may also reinstate them at any time by writing the Transfer Agent). If the Transfer Agent does not employ reasonable procedures to confirm that the instructions received from any person with appropriate account information are genuine, it and/or the fund may be liable for

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losses due to unauthorized or fraudulent instructions. In the event that shareholders are unable to reach the fund by telephone because of technical difficulties, market conditions or a natural disaster, redemption and exchange requests may be made in writing only.

Checkwriting — You may establish check writing privileges for Class A shares (but not Class 529-A shares) of American Funds Money Market Fund upon meeting the fund’s initial purchase minimum of $1,000. This can be done by using an account application. If you request check writing privileges, you will be provided with checks that you may use to draw against your account. These checks may be made payable to anyone you designate and must be signed by the authorized number of registered shareholders exactly as indicated on your account application.

Redemption of shares — The fund’s declaration of trust permits the fund to direct the Transfer Agent to redeem the shares of any shareholder for their then current net asset value per share if at such time the shareholder of record owns shares having an aggregate net asset value of less than the minimum initial investment amount required of new shareholders as set forth in the fund’s current registration statement under the 1940 Act, and subject to such further terms and conditions as the board of trustees of the fund may from time to time adopt.

While payment of redemptions normally will be in cash, the fund’s declaration of trust permits payment of the redemption price wholly or partly with portfolio securities or other fund assets under conditions and circumstances determined by the fund’s board of trustees. For example, redemptions could be made in this manner if the board determined that making payments wholly in cash over a particular period would be unfair and/or harmful to other fund shareholders.

Share certificates — Shares are credited to your account. The fund does not issue share certificates.

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General information

Custodian of assets — Securities and cash owned by the fund, including proceeds from the sale of shares of the fund and of securities in the fund’s portfolio, are held by JP Morgan Chase Bank NA, 270 Park Avenue, New York, NY 10017-2070, as custodian. If the fund holds securities of issuers outside the U.S., the custodian may hold these securities pursuant to subcustodial arrangements in banks outside the U.S. or branches of U.S. banks outside the U.S.

Transfer agent services — American Funds Service Company, a wholly owned subsidiary of the investment adviser, maintains the records of shareholder accounts, processes purchases and redemptions of the fund’s shares, acts as dividend and capital gain distribution disbursing agent, and performs other related shareholder service functions. The principal office of American Funds Service Company is located at 6455 Irvine Center Drive, Irvine, CA 92618. Transfer agent fees are paid according to a fee schedule, based principally on the number of accounts serviced, contained in a Shareholder Services Agreement between the fund and American Funds Service Company.

In the case of certain shareholder accounts, third parties who may be unaffiliated with the investment adviser provide transfer agency and shareholder services in place of American Funds Service Company. These services are rendered under agreements with American Funds Service Company or its affiliates and the third parties receive compensation according to such agreements. Compensation for transfer agency and shareholder services, whether paid to American Funds Service Company or such third parties, is ultimately paid from fund assets and is reflected in the expenses of the fund as disclosed in the prospectus.

During the 2014 fiscal year, transfer agent fees, gross of any payments made by American Funds Service Company to third parties, were:

  Transfer agent fee
Class A $5,036,000
Class B 21,000
Class C 316,000
Class F-1 1,284,000
Class F-2 1,014,000
Class 529-A 107,000
Class 529-B 1,000
Class 529-C 30,000
Class 529-E 2,000
Class 529-F-1 8,000
Class R-1 6,000
Class R-2 198,000
Class R-3 73,000
Class R-4 36,000
Class R-5 21,000
Class R-6 2,000

 

Independent registered public accounting firm — Deloitte & Touche LLP, 695 Town Center Drive, Costa Mesa, CA 92626, serves as the fund’s independent registered public accounting firm, providing audit services, preparation of tax returns and review of certain documents to be filed with the SEC. The financial statements included in this statement of additional information from the annual report have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. The selection of

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the fund’s independent registered public accounting firm is reviewed and determined annually by the board of trustees.

Independent legal counsel — Bingham McCutchen LLP, 355 South Grand Avenue, Suite 4400, Los Angeles, CA 90071, serves as independent legal counsel (“counsel”) for the fund and for independent trustees in their capacities as such. A determination with respect to the independence of the fund’s counsel will be made at least annually by the independent trustees of the fund, as prescribed by applicable 1940 Act rules.

Prospectuses, reports to shareholders and proxy statements — The fund’s fiscal year ends on June 30. Shareholders are provided updated summary prospectuses annually and at least semi-annually with reports showing the fund’s investment portfolio or summary investment portfolio, financial statements and other information. Shareholders may request a copy of the fund’s current prospectus at no cost by calling (800) 421-4225 or by sending an email request to prospectus@americanfunds.com. Shareholders may also access the fund’s current summary prospectus, prospectus, statement of additional information and shareholder reports at americanfunds.com/prospectus. The fund’s annual financial statements are audited by the fund’s independent registered public accounting firm, Deloitte & Touche LLP. In addition, shareholders may also receive proxy statements for the fund. In an effort to reduce the volume of mail shareholders receive from the fund when a household owns more than one account, the Transfer Agent has taken steps to eliminate duplicate mailings of summary prospectuses, shareholder reports and proxy statements. To receive additional copies of a summary prospectus, report or proxy statement, shareholders should contact the Transfer Agent.

Shareholders may also elect to receive updated summary prospectuses, annual reports and semi-annual reports electronically by signing up for electronic delivery on our website, americanfunds.com. Upon electing the electronic delivery of updated summary prospectuses and other reports, a shareholder will no longer automatically receive such documents in paper form by mail. A shareholder who elects electronic delivery is able to cancel this service at any time and return to receiving updated summary prospectuses and other reports in paper form by mail.

Summary prospectuses, prospectuses, annual reports and semi-annual reports that are mailed to shareholders by the American Funds organization are printed with ink containing soy and/or vegetable oil on paper containing recycled fibers.

Codes of ethics — The fund and Capital Research and Management Company and its affiliated companies, including the fund’s Principal Underwriter, have adopted codes of ethics that allow for personal investments, including securities in which the fund may invest from time to time. These codes include a ban on acquisitions of securities pursuant to an initial public offering; restrictions on acquisitions of private placement securities; preclearance and reporting requirements; review of duplicate confirmation statements; annual recertification of compliance with codes of ethics; blackout periods on personal investing for certain investment personnel; ban on short-term trading profits for investment personnel; limitations on service as a director of publicly traded companies; disclosure of personal securities transactions; and policies regarding political contributions.

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Determination of net asset value, redemption price and maximum offering price per share for Class A shares — June 30, 2014

Net asset value and redemption price per share
(Net assets divided by shares outstanding)
$36.56
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)
$38.79

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

The fund’s financial statements, including the investment portfolio and the report of the fund’s independent registered public accounting firm contained in the annual report, are included in this statement of additional information.

International Growth and Income Fund - Page 65
 

 

Fund numbers — Here are the fund numbers for use with our automated telephone line, American FundsLine®, or when making share transactions:

  Fund numbers
Fund Class A Class B Class C Class F-1 Class F-2
Stock and stock/bond funds          
AMCAP Fund® 002 202 302 402 602
American Balanced Fund® 011 211 311 411 611
American Funds Developing World Growth and Income Fund SM 30100 32100 33100 34100 36100
American Funds Global Balanced Fund SM 037 237 337 437 637
American Mutual Fund® 003 203 303 403 603
Capital Income Builder® 012 212 312 412 612
Capital World Growth and Income Fund® 033 233 333 433 633
EuroPacific Growth Fund® 016 216 316 416 616
Fundamental Investors® 010 210 310 410 610
The Growth Fund of America® 005 205 305 405 605
The Income Fund of America® 006 206 306 406 606
International Growth and Income Fund SM 034 234 334 434 634
The Investment Company of America® 004 204 304 404 604
The New Economy Fund® 014 214 314 414 614
New Perspective Fund® 007 207 307 407 607
New World Fund® 036 236 336 436 636
SMALLCAP World Fund® 035 235 335 435 635
Washington Mutual Investors Fund SM 001 201 301 401 601
Bond funds          
American Funds Mortgage Fund® 042 242 342 442 642
American Funds Short-Term Tax-Exempt
Bond Fund®
039 N/A N/A 439 639
American Funds Tax-Exempt Fund of
New York®
041 241 341 441 641
American High-Income Municipal Bond Fund® 040 240 340 440 640
American High-Income Trust® 021 221 321 421 621
The Bond Fund of America® 008 208 308 408 608
Capital World Bond Fund® 031 231 331 431 631
Intermediate Bond Fund of America® 023 223 323 423 623
Limited Term Tax-Exempt Bond Fund
of America®
043 243 343 443 643
Short-Term Bond Fund of America® 048 248 348 448 648
The Tax-Exempt Bond Fund of America® 019 219 319 419 619
The Tax-Exempt Fund of California® 020 220 320 420 620
The Tax-Exempt Fund of Maryland®* 024 224 324 424 624
The Tax-Exempt Fund of Virginia®* 025 225 325 425 625
U.S. Government Securities Fund® 022 222 322 422 622
Money market fund          
American Funds Money Market Fund® 059 259 359 459 659

___________

*Qualified for sale only in certain jurisdictions.

International Growth and Income Fund - Page 66
 

 

  Fund numbers
Fund Class
529-A
Class
529-B
Class
529-C
Class
529-E
Class
529-F-1
Stock and stock/bond funds          
AMCAP Fund 1002 1202 1302 1502 1402
American Balanced Fund 1011 1211 1311 1511 1411
American Funds Developing World Growth and Income Fund 10100 12100 13100 14100 15100
American Funds Global Balanced Fund 1037 1237 1337 1537 1437
American Mutual Fund 1003 1203 1303 1503 1403
Capital Income Builder 1012 1212 1312 1512 1412
Capital World Growth and Income Fund 1033 1233 1333 1533 1433
EuroPacific Growth Fund 1016 1216 1316 1516 1416
Fundamental Investors 1010 1210 1310 1510 1410
The Growth Fund of America 1005 1205 1305 1505 1405
The Income Fund of America 1006 1206 1306 1506 1406
International Growth and Income Fund 1034 1234 1334 1534 1434
The Investment Company of America 1004 1204 1304 1504 1404
The New Economy Fund 1014 1214 1314 1514 1414
New Perspective Fund 1007 1207 1307 1507 1407
New World Fund 1036 1236 1336 1536 1436
SMALLCAP World Fund 1035 1235 1335 1535 1435
Washington Mutual Investors Fund 1001 1201 1301 1501 1401
Bond funds          
American Funds Mortgage Fund 1042 1242 1342 1542 1442
American High-Income Trust 1021 1221 1321 1521 1421
The Bond Fund of America 1008 1208 1308 1508 1408
Capital World Bond Fund 1031 1231 1331 1531 1431
Intermediate Bond Fund of America 1023 1223 1323 1523 1423
Short-Term Bond Fund of America 1048 1248 1348 1548 1448
U.S. Government Securities Fund 1022 1222 1322 1522 1422
Money market fund          
American Funds Money Market Fund 1059 1259 1359 1559 1459
International Growth and Income Fund - Page 67
 

 

 

Fund Class
R-1
Class
R-2
Class
R-2E
Class
R-3
Class
R-4
Class
R-5
Class
R-6
Stock and stock/bond funds              
AMCAP Fund 2102 2202 4102 2302 2402 2502 2602
American Balanced Fund 2111 2211 4111 2311 2411 2511 2611
American Funds Developing World Growth and Income Fund 21100 22100 41100 23100 24100 25100 26100
American Funds Global Balanced Fund 2137 2237 4137 2337 2437 2537 2637
American Mutual Fund 2103 2203 4103 2303 2403 2503 2603
Capital Income Builder 2112 2212 4112 2312 2412 2512 2612
Capital World Growth and Income Fund 2133 2233 4133 2333 2433 2533 2633
EuroPacific Growth Fund 2116 2216 4116 2316 2416 2516 2616
Fundamental Investors 2110 2210 4110 2310 2410 2510 2610
The Growth Fund of America 2105 2205 4105 2305 2405 2505 2605
The Income Fund of America 2106 2206 4106 2306 2406 2506 2606
International Growth and Income Fund 2134 2234 41034 2334 2434 2534 2634
The Investment Company of America 2104 2204 4104 2304 2404 2504 2604
The New Economy Fund 2114 2214 4114 2314 2414 2514 2614
New Perspective Fund 2107 2207 4107 2307 2407 2507 2607
New World Fund 2136 2236 4136 2336 2436 2536 2636
SMALLCAP World Fund 2135 2235 4135 2335 2435 2535 2635
Washington Mutual Investors Fund 2101 2201 4101 2301 2401 2501 2601
Bond funds              
American Funds Mortgage Fund 2142 2242 4142 2342 2442 2542 2642
American High-Income Trust 2121 2221 4121 2321 2421 2521 2621
The Bond Fund of America 2108 2208 4108 2308 2408 2508 2608
Capital World Bond Fund 2131 2231 4131 2331 2431 2531 2631
Intermediate Bond Fund of America 2123 2223 4123 2323 2423 2523 2623
Short-Term Bond Fund of America 2148 2248 4148 2348 2448 2548 2648
U.S. Government Securities Fund 2122 2222 4122 2322 2422 2522 2622
Money market fund              
American Funds Money Market Fund 2159 2259 4159 2359 2459 2559 2659
                             
International Growth and Income Fund - Page 68
 

 

  Fund numbers
Fund Class A Class B Class C Class F-1 Class F-2
American Funds Target Date Retirement Series®          
American Funds 2055 Target Date Retirement Fund® 082 282 382 482 682
American Funds 2050 Target Date Retirement Fund® 069 269 369 469 669
American Funds 2045 Target Date Retirement Fund® 068 268 368 468 668
American Funds 2040 Target Date Retirement Fund® 067 267 367 467 667
American Funds 2035 Target Date Retirement Fund® 066 266 366 466 36066
American Funds 2030 Target Date Retirement Fund® 065 265 365 465 665
American Funds 2025 Target Date Retirement Fund® 064 264 364 464 664
American Funds 2020 Target Date Retirement Fund® 063 263 363 463 663
American Funds 2015 Target Date Retirement Fund® 062 262 362 462 662
American Funds 2010 Target Date Retirement Fund® 061 261 361 461 661

 

  Fund numbers
Fund Class
R-1
Class
R-2
Class
R-2E
Class
R-3
Class
R-4
Class
R-5
Class
R-6
American Funds Target Date Retirement Series®              
American Funds 2055 Target Date Retirement Fund® 2182 2282 4182 2382 2482 2582 2682
American Funds 2050 Target Date Retirement Fund® 2169 2269 4169 2369 2469 2569 2669
American Funds 2045 Target Date Retirement Fund® 2168 2268 4168 2368 2468 2568 2668
American Funds 2040 Target Date Retirement Fund® 2167 2267 4167 2367 2467 2567 2667
American Funds 2035 Target Date Retirement Fund® 2166 2266 4166 2366 2466 2566 2666
American Funds 2030 Target Date Retirement Fund® 2165 2265 4165 2365 2465 2565 2665
American Funds 2025 Target Date Retirement Fund® 2164 2264 4164 2364 2464 2564 2664
American Funds 2020 Target Date Retirement Fund® 2163 2263 4163 2363 2463 2563 2663
American Funds 2015 Target Date Retirement Fund® 2162 2262 4162 2362 2462 2562 2662
American Funds 2010 Target Date Retirement Fund® 2161 2261 4161 2361 2461 2561 2661

 

 

 

 

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

 

International Growth and Income Fund - Page 69
 

 

  Fund numbers
Fund Class A Class B Class C Class F-1 Class F-2
American Funds Portfolio Series SM          
American Funds Global Growth Portfolio SM 055 255 355 455 655
American Funds Growth Portfolio SM 053 253 353 453 653
American Funds Growth and Income Portfolio SM 051 251 351 451 651
American Funds Balanced Portfolio SM 050 250 350 450 650
American Funds Income Portfolio SM 047 247 347 447 647
American Funds Tax-Advantaged Income Portfolio SM 046 246 346 446 646
American Funds Preservation Portfolio SM 045 245 345 445 645
American Funds Tax-Exempt Preservation Portfolio SM 044 244 344 444 644
  Class
529-A
Class
529-B
Class
529-C
Class
529-E
Class
529-F-1
American Funds Global Growth Portfolio 1055 1255 1355 1555 1455
American Funds Growth Portfolio 1053 1253 1353 1553 1453
American Funds Growth and Income Portfolio 1051 1251 1351 1551 1451
American Funds Balanced Portfolio 1050 1250 1350 1550 1450
American Funds Income Portfolio 1047 1247 1347 1547 1447
American Funds Tax-Advantaged Income Portfolio N/A N/A N/A N/A N/A
American Funds Preservation Portfolio 1045 1245 1345 1545 1445
American Funds Tax-Exempt Preservation Portfolio N/A N/A N/A N/A N/A
  Class
R-1
Class
R-2
Class
R-2E
Class
R-3
Class
R-4
Class
R-5
Class
R-6
American Funds Global Growth Portfolio 2155 2255 4155 2355 2455 2555 2655
American Funds Growth Portfolio 2153 2253 4153 2353 2453 2553 2653
American Funds Growth and Income Portfolio 2151 2251 4151 2351 2451 2551 2651
American Funds Balanced Portfolio 2150 2250 4150 2350 2450 2550 2650
American Funds Income Portfolio 2147 2247 4147 2347 2447 2547 2647
American Funds Tax-Advantaged Income Portfolio N/A N/A N/A N/A N/A N/A N/A
American Funds Preservation Portfolio 2145 2245 4145 2345 2445 2545 2645
American Funds Tax-Exempt Preservation Portfolio N/A N/A N/A N/A N/A N/A N/A
                                   

 

International Growth and Income Fund - Page 70
 

 

Appendix

The following descriptions of debt security ratings are based on information provided by Moody’s Investors Service, Standard & Poor’s Corporation and Fitch Ratings, Inc.

Description of bond ratings

Moody’s
Long-term rating definitions

Aaa
Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.

Aa
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.

A
Obligations rated A are considered upper-medium grade and are subject to low credit risk.

Baa
Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.

Ba
Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.

B
Obligations rated B are considered speculative and are subject to high credit risk.

Caa
Obligations rated Caa are judged to be speculative and of poor standing and are subject to very high credit risk.

Ca
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

C
Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.

Note: Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. Additionally, a “(hyb)” indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies and securities firms.

International Growth and Income Fund - Page 71
 

 

Standard & Poor’s
Long-term issue credit ratings

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 to 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 than 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.

BB, B, CCC, CC, and C

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.

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. The CC rating is used when a default has not occurred, but Standard & Poor’s expects default to be a virtual certainty, regardless of the anticipated time to default.

International Growth and Income Fund - Page 72
 

 

C
An obligation rated C is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher.

D
An obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless Standard & Poor’s believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation’s rating is lowered to D if it is subject to a distressed exchange offer.

Plus (+) or minus (–)

The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.

NR

This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poor’s does not rate a particular obligation as a matter of policy.

International Growth and Income Fund - Page 73
 

 

Fitch Ratings, Inc.
Long-term credit ratings

AAA
Highest credit quality. AAA ratings denote the lowest expectation of default risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

AA
Very high credit quality. AA ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A
High credit quality. A ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.

BBB
Good credit quality. BBB ratings indicate that expectations of default risk are low. The capacity for payment of financial commitments is considered adequate but adverse changes in circumstances and economic conditions are more likely to impair this capacity.

BB
Speculative. BB ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments.

B
Highly speculative.

B ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.

CCC


Substantial credit risk. Default is a real possibility.

CC
Very high levels of credit

 

risk. Default of some kind appears probable.

C
Exceptionally high levels of credit risk. Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a C category rating for an issuer include:

· The issuer has entered into a grace or cure period following nonpayment of a material financial obligation;

 

· The issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or
· Fitch Ratings otherwise believes a condition of RD or D to be imminent or inevitable, including through the formal announcement of a distressed debt exchange.

International Growth and Income Fund - Page 74
 

RD
Restricted default. RD ratings indicate an issuer that in Fitch Ratings’ opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding up procedure, and which has not otherwise ceased operating. This would include:

· The selective payment default on a specific class or currency of debt;
· The uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation;
· The extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or
· Execution of a distressed debt exchange on one or more material financial obligations.

D
Default. D ratings indicate an issuer that in Fitch Ratings’ opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding up procedure, or which has otherwise ceased business.

Default ratings are not assigned prospectively to entities or their obligations; within this context, nonpayment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange.

Imminent default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed debt exchange, but the date of the exchange still lies several days or weeks in the immediate future.

In all cases, the assignment of a default rating reflects the agency’s opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuer’s financial obligations or local commercial practice.

Note: The modifiers “+” or “–” may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the AAA long-term rating category, or to categories below B.

International Growth and Income Fund - Page 75
 

 

Description of commercial paper ratings

Moody’s

Commercial paper ratings (highest three ratings)

P-1

Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

P-2

Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.

P-3

Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.

Standard & Poor’s

Commercial paper ratings (highest three ratings)

A-1

A short-term obligation rated A-1 is rated in the highest category by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.

A-2

A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.

A-3

A short-term obligation rated A-3 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.

 

International Growth and Income Fund - Page 76
 

 

DESCRIPTION: AF_BLACK_M

 

International Growth and
Income Fund SM

Investment portfolio

June 30, 2014

 

Common stocks  92.27%    
    Value
Financials  27.14% Shares (000)
     
AXA SA 9,083,200 $      217,099
Prudential PLC 7,274,148 166,941
HSBC Holdings PLC (United Kingdom) 9,006,896 91,392
HSBC Holdings PLC (Hong Kong) 5,642,396 57,222
Eurobank Ergasias SA 1 252,821,128 127,743
Banco Santander, SA 1 11,785,376 123,131
Sumitomo Mitsui Financial Group, Inc. 2,830,000 118,558
Bankia, SA 1 53,300,000 103,345
Shinsei Bank, Ltd. 43,088,000 96,975
Grupo Financiero Santander México, SAB de CV, Class B (ADR) 7,300,200 96,947
Svenska Handelsbanken AB, Class A 1,569,000 76,812
Link Real Estate Investment Trust 13,415,418 72,180
BNP Paribas SA 1,037,530 70,388
Sun Hung Kai Properties Ltd. 4,759,402 65,277
Piraeus Bank SA 1 26,507,881 58,802
Suncorp Group Ltd. 4,290,000 54,773
Allianz SE 319,100 53,176
Genworth Mortgage Insurance Australia Ltd. 1 17,100,000 52,888
ICICI Bank Ltd. 1,993,000 46,993
Aegon NV 5,265,000 45,952
Fairfax Financial Holdings Ltd. 94,800 44,793
SEGRO PLC 6,969,134 41,172
Ping An Insurance (Group) Co. of China, Ltd., Class H 5,165,000 39,985
AEON Financial Service Co., Ltd. 1,340,000 35,039
Investment AB Kinnevik, Class B 810,000 34,526
Tokyo Tatemono Co., Ltd. 3,475,000 32,141
UniCredit SpA 3,754,999 31,442
Barclays PLC 8,600,000 31,320
China Overseas Land & Investment Ltd. 12,898,000 31,286
Fibra Uno Administración, SA de CV 8,750,000 30,532
Sampo Oyj, Class A 595,000 30,104
Mizuho Financial Group, Inc. 14,100,000 28,950
Intesa Sanpaolo SpA 8,976,500 27,730
Swedbank AB, Class A 1,030,000 27,316
ING Groep NV, depository receipts 1 1,730,000 24,305
UBS AG 1,280,000 23,484
Bank of the Philippine Islands 11,233,159 23,418
Toronto-Dominion Bank 420,000 21,621
Agricultural Bank of China, Class H 48,426,000 21,369
Bank of Nova Scotia 303,019 20,202
Banco Espírito Santo, SA 1 22,680,000 18,696
Sumitomo Mitsui Trust Holdings, Inc. 3,527,000 16,120
ORIX Corp. 900,000 14,916
AIA Group Ltd. 2,837,600 14,261
Banco Bilbao Vizcaya Argentaria, SA 911,371 11,617
    2,472,939
Common stocks    
    Value
Consumer discretionary  9.84% Shares (000)
     
OPAP SA 5,673,200 $  100,988
SES SA, Class A (FDR) 2,175,000 82,497
ProSiebenSat.1 Media AG 1,768,000 78,765
Carphone Warehouse Group PLC 12,010,000 66,307
SJM Holdings Ltd. 24,000,000 60,136
Don Quijote Holdings Co., Ltd. 960,000 53,541
Toyota Motor Corp. 886,000 53,210
Eutelsat Communications SA 1,340,000 46,560
HUGO BOSS AG 285,631 42,690
Fuji Media Holdings, Inc. 2,250,000 39,090
Bayerische Motoren Werke AG 280,000 35,511
Wynn Macau, Ltd. 8,558,000 33,568
Daily Mail and General Trust PLC, Class A, nonvoting 2,060,000 29,332
Carnival PLC 765,000 28,907
Christian Dior SA 128,800 25,626
Liberty Global PLC, Class C 1 411,387 17,406
Liberty Global PLC, Class A 1 164,989 7,296
Honda Motor Co., Ltd. 687,000 23,986
Zee Entertainment Enterprises Ltd. 4,680,000 22,834
Nokian Renkaat Oyj 450,000 17,561
Cie. Financière Richemont SA, Class A 147,000 15,424
Industria de Diseño Textil, SA 100,000 15,391
    896,626
Energy  9.22%    
     
Royal Dutch Shell PLC, Class B 3,908,000 170,046
TOTAL SA 2,285,550 165,181
Enbridge Inc. 2,220,520 105,361
China Petroleum & Chemical Corp., Class H 106,420,000 101,471
Keyera Corp. 800,000 58,936
Paramount Resources Ltd. 1 1,050,000 58,599
Crescent Point Energy Corp. 1,260,000 55,841
Baytex Energy Corp. 886,190 40,902
BG Group PLC 1,560,000 32,972
Galp Energia, SGPS, SA, Class B 1,400,000 25,650
Coal India Ltd. 4,000,000 25,601
    840,560
Industrials  7.75%    
     
Abertis Infraestructuras, SA, Class A 4,054,050 93,288
Adecco SA 930,000 76,556
Meggitt PLC 8,446,847 73,147
Wolseley PLC 1,112,684 60,993
Geberit AG 170,700 59,922
BAE Systems PLC 6,576,000 48,719
Marubeni Corp. 5,585,000 40,852
Randstad Holding NV 698,137 37,847
Airbus Group NV 500,000 33,507
Siemens AG 248,500 32,819
Schneider Electric SE 272,280 25,632
KONE Oyj, Class B 595,000 24,833
Ryanair Holdings PLC (ADR) 1 360,000 20,088
International Consolidated Airlines Group, SA (CDI) 1 3,100,000 19,656
Singapore Technologies Engineering Ltd 5,220,000 15,908
Common stocks    
    Value
Industrials  (continued) Shares (000)
     
Vallourec SA 298,799 $    13,381
Globaltrans Investment PLC (GDR) 994,279 11,385
Toshiba Corp. 2,377,000 11,099
Mitsubishi Corp. 333,100 6,928
    706,560
Information technology  7.18%    
     
Taiwan Semiconductor Manufacturing Co. Ltd. 43,481,506 184,219
STMicroelectronics NV 13,793,000 123,746
Quanta Computer Inc. 26,454,835 77,084
ASM Pacific Technology Ltd. 4,958,000 54,183
Alcatel-Lucent 1 11,687,800 41,739
Baidu, Inc., Class A (ADR) 1 165,000 30,824
Nintendo Co., Ltd. 253,400 30,329
Murata Manufacturing Co., Ltd. 275,000 25,737
Wirecard AG 586,000 25,300
Infosys Ltd. 430,799 23,318
Spectris PLC 500,000 18,997
ASML Holding NV 200,000 18,625
    654,101
Consumer staples  6.80%    
     
Imperial Tobacco Group PLC 3,935,000 177,114
British American Tobacco PLC 2,670,300 158,943
Nestlé SA 774,700 60,016
Casino, Guichard-Perrachon SA 341,000 45,213
LAWSON, INC. 568,000 42,612
Pernod Ricard SA 265,800 31,919
Shoprite Holdings Ltd. 1,449,300 20,986
Wesfarmers Ltd. 493,800 19,482
President Chain Store Corp. 2,317,000 18,546
Unilever NV, depository receipts 423,000 18,509
Anheuser-Busch InBev NV 139,000 15,969
Kirin Holdings Co., Ltd. 740,000 10,687
    619,996
Utilities  6.23%    
     
EDP — Energias de Portugal, SA 41,172,000 206,565
Power Assets Holdings Ltd. 13,985,500 122,254
Power Grid Corp. of India Ltd. 36,840,000 85,263
National Grid PLC 4,487,744 64,515
GDF SUEZ 1,706,000 46,966
Enagás, SA 733,281 23,596
CLP Holdings Ltd. 1,550,000 12,719
E.ON SE 275,000 5,678
    567,556
Health care  6.13%    
     
Novartis AG 2,172,000 196,675
AstraZeneca PLC 2,505,000 186,080
GlaxoSmithKline PLC 1,350,000 36,135
Sanofi 306,258 32,534
Roche Holding AG 102,000 30,423
Novo Nordisk A/S, Class B 650,000 29,916
Common stocks    
    Value
Health care  (continued) Shares (000)
     
Smith & Nephew PLC 1,520,000 $        27,028
Bayer AG 115,000 16,243
Sonic Healthcare Ltd. 239,359 3,911
    558,945
Telecommunication services  4.93%    
     
Orange 8,380,000 132,246
KDDI Corp. 930,000 56,725
HKT Trust, units 48,085,000 56,644
Deutsche Telekom AG 2,700,000 47,323
China Telecom Corp. Ltd., Class H 79,460,000 38,857
BT Group PLC 5,779,000 38,067
Globe Telecom, Inc. 847,930 31,081
SoftBank Corp. 340,000 25,316
Hellenic Telecommunications Organization SA 1 1,586,200 23,457
    449,716
Materials  4.80%    
     
L’Air Liquide SA 2 273,152 36,879
L’Air Liquide SA, non-registered shares 235,612 31,811
L’Air Liquide SA, bonus shares 2 118,891 16,052
Potash Corp. of Saskatchewan Inc. 1,715,400 65,117
Glencore PLC 9,264,056 51,614
James Hardie Industries PLC (CDI) 3,780,000 49,331
Amcor Ltd. 3,075,000 30,242
Syngenta AG 80,800 30,095
Rio Tinto PLC 500,000 26,599
BASF SE 225,000 26,197
Linde AG 116,646 24,805
Lafarge SA, non-registered shares 279,501 24,264
Anhui Conch Cement Co. Ltd., Class H 5,365,000 18,413
Impala Platinum Holdings Ltd. 555,000 5,578
    436,997
Miscellaneous  2.25%    
     
Other common stocks in initial period of acquisition   204,744
Total common stocks (cost: $6,657,107,000)   8,408,740
Preferred securities  0.15%    
     
Financials  0.14%    
     
HSBC Holdings PLC, Series 2, 8.00% 472,795 12,825
Miscellaneous  0.01%    
     
Other preferred securities in initial period of acquisition   1,225
Total preferred securities (cost: $12,739,000)   14,050
Rights & warrants  0.35%    
     
Financials  0.32%    
     
Piraeus Bank, SA, warrants, expire 2018 1 21,421,842 28,746
Rights & warrants    
    Value
Miscellaneous  0.03%   (000)
     
Other rights & warrants in initial period of acquisition   $  2,844
Total rights & warrants (cost: $0)   31,590
Convertible securities  0.72%    
  Principal amount  
Consumer staples  0.47% (000)  
     
Shoprite Holdings Ltd. 6.50% convertible notes 2017 ZAR414,390 42,528
Financials  0.25%    
     
Bank of Ireland 10.00% convertible notes 2016 €15,000 22,872
Total convertible securities (cost: $77,844,000)   65,400
Bonds, notes & other debt instruments  1.80%    
Corporate bonds & notes  0.97%    
Financials  0.38%    
     
Bank of Ireland 10.24% (undated) 8,485 12,829
Société Générale, junior subordinated 6.999% (undated) 3 6,200 9,774
SMFG Preferred Capital USD 3 Ltd., junior subordinated 9.50% (undated) 3,4 $  5,410 6,808
Westfield Group 5.70% 2016 4 4,540 5,117
    34,528
Telecommunication services  0.32%    
     
NII Capital Corp. 8.875% 2019 4,775 1,910
NII Capital Corp. 11.375% 2019 4 7,200 6,426
NII Capital Corp. 7.625% 2021 69,275 20,263
    28,599
Consumer discretionary  0.24%    
     
Myriad International Holdings 6.00% 2020 4 20,000 22,150
Consumer staples  0.03%    
     
British American Tobacco International Finance PLC 9.50% 2018 4 2,000 2,601
Total corporate bonds & notes   87,878
U.S. Treasury bonds & notes  0.64%    
     
U.S. Treasury 0.25% 2015 5 13,450 13,467
U.S. Treasury 0.25% 2015 12,400 12,412
U.S. Treasury 4.00% 2015 5 31,875 32,653
    58,532
Bonds & notes of governments outside the U.S.  0.19%    
     
Greek Government 2.00%/3.00% 2023 6 €875 1,002
Greek Government 2.00%/3.00% 2024 6 875 975
Greek Government 2.00%/3.00% 2025 6 875 947
Greek Government 2.00%/3.00% 2026 6 875 921
Greek Government 2.00%/3.00% 2027 6 875 898
Greek Government 2.00%/3.00% 2028 6 875 879
Bonds, notes & other debt instruments    
  Principal amount Value
Bonds & notes of governments outside the U.S.  (continued) (000) (000)
     
Greek Government 2.00%/3.00% 2029 6 €875 $              870
Greek Government 2.00%/3.00% 2030 6 875 858
Greek Government 2.00%/3.00% 2031 6 875 848
Greek Government 2.00%/3.00% 2032 6 875 839
Greek Government 2.00%/3.00% 2033 6 875 831
Greek Government 2.00%/3.00% 2034 6 875 825
Greek Government 2.00%/3.00% 2035 6 875 820
Greek Government 2.00%/3.00% 2036 6 875 816
Greek Government 2.00%/3.00% 2037 6 875 812
Greek Government 2.00%/3.00% 2038 6 875 812
Greek Government 2.00%/3.00% 2039 6 875 813
Greek Government 2.00%/3.00% 2040 6 875 810
Greek Government 2.00%/3.00% 2041 6 875 810
Greek Government 2.00%/3.00% 2042 6 875 809
    17,195
Total bonds, notes & other debt instruments (cost: $162,400,000)   163,605
Short-term securities  3.99%    
     
Federal Home Loan Bank 0.075%–0.083% due 8/20/2014–12/5/2014 $118,800 118,784
Freddie Mac 0.08%–0.14% due 9/17/2014–12/8/2014 56,600 56,586
Toronto-Dominion Holdings USA Inc. 0.11%–0.17% due 7/14/2014–8/7/2014 4 51,600 51,596
Fannie Mae 0.11% due 8/6/2014–9/2/2014 37,400 37,397
Mizuho Funding LLC 0.195% due 7/2/2014 4 37,200 37,200
Thunder Bay Funding, LLC 0.17% due 10/15/2014 4 30,000 29,981
American Honda Finance Corp. 0.11% due 7/8/2014 20,000 20,000
Svenska Handelsbanken Inc. 0.155% due 8/5/2014 4 12,000 11,999
Total short-term securities (cost: $363,527,000)   363,543
Total investment securities (cost: $7,273,617,000)   9,046,928
Other assets less liabilities   66,140
Net assets   $9,113,068

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

 

1 Security did not produce income during the last 12 months.
2 Valued under fair value procedures adopted by authority of the board of trustees. The total value of all such securities, including those in “Miscellaneous,” was $55,488,000, which represented .61% of the net assets of the fund.
3 Coupon rate may change periodically.
4 Acquired in a transaction exempt from registration under Rule 144A or section 4(2) of the Securities Act of 1933. May be resold in the U.S. in transactions exempt from registration, normally to qualified institutional buyers. The total value of all such securities was $173,878,000, which represented 1.91% of the net assets of the fund.
5 A portion of this security was pledged as collateral. The total value of pledged collateral was $724,000, which represented .01% of the net assets of the fund.
6 Step bond; coupon rate will increase at a later date.
 
 

Key to abbreviations and symbol

ADR = American Depositary Receipts

CDI = CREST Depository Interest

FDR = Fiduciary Depositary Receipts

GDR = Global Depositary Receipts

€ = Euros

ZAR = South African rand

 

 

 

 

 

 

Investments are not FDIC-insured, nor are they deposits of or guaranteed by a bank or any other entity, so they may lose value.

 

Investors should carefully consider investment objectives, risks, charges and expenses. This and other important information is contained in the fund prospectus and summary prospectus, which can be obtained from your financial professional and should be read carefully before investing. You may also call American Funds Service Company (AFS) at (800) 421-4225 or visit the American Funds website at americanfunds.com.

 

 

 

 

MFGEFPX-034-0814O-S42248

 

 
 

Summary investment portfolio June 30, 2014

 

Industry sector diversification   Percent of net assets
   

 

 

Country diversification   Percent of net assets
Euro zone*     32.1 %
United Kingdom     18.6  
Japan     8.9  
Switzerland     5.4  
Hong Kong     5.4  
Canada     5.4  
China     3.5  
Taiwan     3.1  
India     2.6  
Australia     2.3  
Other countries     5.5  
Convertible securities, bonds, notes & other debt instruments, short-term securities & other assets less liabilities     7.2  
   
* Countries using the euro as a common currency; those represented in the fund’s portfolio are Belgium, Finland, France, Germany, Greece, Ireland, Italy, the Netherlands, Portugal and Spain.

 

Common stocks 92.27%   Shares     Value
(000)
  Percent of
net assets
Financials 27.14%                        
AXA SA     9,083,200     $ 217,099       2.38 %
Prudential PLC     7,274,148       166,941       1.83  
HSBC Holdings PLC (United Kingdom)     9,006,896       91,392          
HSBC Holdings PLC (Hong Kong)     5,642,396       57,222       1.63  
Eurobank Ergasias SA 1       252,821,128       127,743       1.40  
Banco Santander, SA 1       11,785,376       123,131       1.35  
Sumitomo Mitsui Financial Group, Inc.     2,830,000       118,558       1.30  
Bankia, SA 1       53,300,000       103,345       1.14  
Shinsei Bank, Ltd.     43,088,000       96,975       1.07  
Grupo Financiero Santander México, SAB de CV, Class B (ADR)     7,300,200       96,947       1.06  
Svenska Handelsbanken AB, Class A     1,569,000       76,812       .84  
Link Real Estate Investment Trust     13,415,418       72,180       .79  
BNP Paribas SA     1,037,530       70,388       .77  
Sun Hung Kai Properties Ltd.     4,759,402       65,277       .72  
Piraeus Bank SA 1       26,507,881       58,802       .65  
Other securities             930,127       10.21  
              2,472,939       27.14  
                         
Consumer discretionary 9.84%                         
OPAP SA     5,673,200       100,988       1.11  
SES SA, Class A (FDR)     2,175,000       82,497       .91  
ProSiebenSat.1 Media AG     1,768,000       78,765       .86  
Carphone Warehouse Group PLC     12,010,000       66,307       .73  
SJM Holdings Ltd.     24,000,000       60,136       .66  
Other securities             507,933       5.57  
              896,626       9.84  
                         
Energy 9.22%                         
Royal Dutch Shell PLC, Class B     3,908,000       170,046       1.87  
TOTAL SA     2,285,550       165,181       1.81  
Enbridge Inc.     2,220,520       105,361       1.16  
China Petroleum & Chemical Corp., Class H     106,420,000       101,471       1.11  
Keyera Corp.     800,000       58,936       .65  
Paramount Resources Ltd. 1       1,050,000       58,599       .64  
Crescent Point Energy Corp.     1,260,000       55,841       .61  
Other securities             125,125       1.37  
              840,560       9.22  

 

12 International Growth and Income Fund
 
    Shares     Value
(000)
    Percent of
net assets
 
Industrials 7.75%                        
Abertis Infraestructuras, SA, Class A     4,054,050     $ 93,288       1.02 %
Adecco SA     930,000       76,556       .84  
Meggitt PLC     8,446,847       73,147       .80  
Wolseley PLC     1,112,684       60,993       .67  
Geberit AG     170,700       59,922       .66  
Other securities             342,654       3.76  
              706,560       7.75  
                         
Information technology 7.18%                        
Taiwan Semiconductor Manufacturing Co. Ltd.     43,481,506       184,219       2.02  
STMicroelectronics NV     13,793,000       123,746       1.36  
Quanta Computer Inc.     26,454,835       77,084       .85  
Other securities             269,052       2.95  
              654,101       7.18  
                         
Consumer staples 6.80%                        
Imperial Tobacco Group PLC     3,935,000       177,114       1.94  
British American Tobacco PLC     2,670,300       158,943       1.74  
Nestlé SA     774,700       60,016       .66  
Other securities             223,923       2.46  
              619,996       6.80  
                         
Utilities 6.23%                        
EDP - Energias de Portugal, SA     41,172,000       206,565       2.27  
Power Assets Holdings Ltd.     13,985,500       122,254       1.34  
Power Grid Corp. of India Ltd.     36,840,000       85,263       .93  
National Grid PLC     4,487,744       64,515       .71  
Other securities             88,959       .98  
              567,556       6.23  
                         
Health care 6.13%                        
Novartis AG     2,172,000       196,675       2.16  
AstraZeneca PLC     2,505,000       186,080       2.04  
Other securities             176,190       1.93  
              558,945       6.13  
                         
Telecommunication  services 4.93%                        
Orange     8,380,000       132,246       1.45  
KDDI Corp.     930,000       56,725       .62  
HKT Trust, units     48,085,000       56,644       .62  
Other securities             204,101       2.24  
              449,716       4.93  
                         
Materials  4.80%                        
L’Air Liquide SA 2       273,152       36,879          
L’Air Liquide SA, non-registered shares     235,612       31,811       .93  
L’Air Liquide SA, bonus shares 2       118,891       16,052          
Potash Corp. of Saskatchewan Inc.     1,715,400       65,117       .72  
Other securities             287,138       3.15  
              436,997       4.80  
                         
Miscellaneous  2.25%                        
Other common stocks in initial period of acquisition             204,744       2.25  
                         
Total common stocks (cost: $6,657,107,000)             8,408,740       92.27  
                         
Preferred securities 0.15%                        
Financials 0.14%                        
HSBC Holdings PLC, Series 2, 8.00%     472,795       12,825       .14  
                         
Miscellaneous  0.01%                        
Other preferred securities in initial period of acquisition             1,225       .01  
                         
Total preferred securities (cost: $12,739,000)             14,050       .15  

 

International Growth and Income Fund 13
 
Rights & warrants 0.35%         Value
(000)
    Percent of
net assets
 
Financials 0.32%                  
Other securities           $ 28,746       .32 %
                         
Miscellaneous  0.03%                        
Other rights & warrants in initial period of acquisition             2,844       .03  
                         
Total rights & warrants (cost: $0)             31,590       .35  
                         
Convertible securities 0.72%                        
Other 0.72%                        
Other securities             65,400       .72  
                         
Total convertible securities (cost: $77,844,000)             65,400       .72  
                         
Bonds, notes & other debt instruments 1.80%   Principal amount
(000)
                 
Corporate bonds & notes 0.97%                        
Financials  0.38%                        
SMFG Preferred Capital USD 3 Ltd., junior subordinated 9.50% (undated) 3,4   $ 5,410       6,808       .08  
Other securities             27,720       .30  
              34,528       .38  
Consumer staples 0.03%                        
British American Tobacco International Finance PLC 9.50% 2018 3       2,000       2,601       .03  
                     
Other 0.56%                        
Other securities             50,749       .56  
                         
Total corporate bonds & notes             87,878       .97  
                         
U.S. Treasury bonds & notes 0.64%                        
Other securities             58,532       .64  
                         
Bonds & notes of governments outside the U.S. 0.19%                        
Other securities             17,195       .19  
                         
Total bonds, notes & other debt instruments (cost: $162,400,000)             163,605       1.80  
                         
Short-term securities 3.99%                        
Federal Home Loan Bank 0.075%–0.083% due 8/20–12/5/2014     118,800       118,784       1.30  
Freddie Mac 0.08%–0.14% due 9/17–12/8/2014     56,600       56,586       .62  
Other securities             188,173       2.07  
                         
Total short-term securities (cost: $363,527,000)             363,543       3.99  
Total investment securities (cost: $7,273,617,000)             9,046,928       99.28  
Other assets less liabilities             66,140       .72  
                         
Net assets            $ 9,113,068       100.00 %

 

This summary investment portfolio is designed to streamline the report and help investors better focus on the fund’s principal holdings. See the inside back cover for details on how to obtain a complete schedule of portfolio holdings.

 

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

 

“Other securities” includes all issues that are not disclosed separately in the summary investment portfolio, including some securities which were pledged as collateral for net losses. The total value of pledged collateral was $724,000, which represented .01% of the net assets of the fund.

 

14 International Growth and Income Fund
 

Forward currency contracts

 

The fund has entered into forward currency contracts to sell currencies as shown in the following table. The average notional amount of open forward currency contracts was $220,591,000 over the prior 12-month period.

 

                    Unrealized  
            Contract amount   depreciation  
            Receive   Deliver   at 6/30/2014  
    Settlement date   Counterparty   (000)   (000)     (000)  
Sales:                        
Australian dollars   7/18/2014   Bank of New York Mellon   $ 30,744   A$ 33,325   $(635 )
Australian dollars   9/11/2014   Bank of America, N.A.   $ 29,475   A$ 31,800     (352 )
Japanese yen   7/10/2014   HSBC Bank   $ 5,399   ¥ 550,000     (31 )
Japanese yen   7/14/2014   HSBC Bank   $ 111,764   ¥ 11,372,592     (510 )
Japanese yen   7/18/2014   UBS AG   $ 14,542   ¥ 1,490,000     (168 )
Japanese yen   7/31/2014   Bank of America, N.A.   $ 8,364   ¥ 850,000     (28 )
Japanese yen   8/14/2014   UBS AG   $ 1,469   ¥ 150,000     (12 )
Japanese yen   8/14/2014   Citibank   $ 16,657   ¥ 1,700,000     (130 )
Japanese yen   8/14/2014   Bank of New York Mellon   $ 23,515   ¥ 2,400,000     (184 )
Japanese yen   9/4/2014   Bank of America, N.A.   $ 5,865   ¥ 600,000     (60 )
                    $(2,110 )

 

The following footnotes apply to either the individual securities noted or one or more of the securities aggregated and listed as a single line item.

 

1 Security did not produce income during the last 12 months.
2 Valued under fair value procedures adopted by authority of the board of trustees. The total value of all such securities, including those in “Miscellaneous” and “Other securities,” was $55,488,000, which represented .61% of the net assets of the fund.
3 Acquired in a transaction exempt from registration under Rule 144A or section 4(2) of the Securities Act of 1933. May be resold in the U.S. in transactions exempt from registration, normally to qualified institutional buyers. The total value of all such securities, including those in “Other securities,” was $173,878,000, which represented 1.91% of the net assets of the fund.
4 Coupon rate may change periodically.

 

Key to abbreviations and symbol

ADR = American Depositary Receipts

FDR = Fiduciary Depositary Receipts

A$ = Australian dollars

¥ = Japanese yen

 

See Notes to Financial Statements

 

International Growth and Income Fund 15
 
 

Financial statements

 

Statement of assets and liabilities  
at June 30, 2014 (dollars in thousands)

 

Assets:                
Investment securities, at value (cost: $7,273,617)           $ 9,046,928  
Cash denominated in currencies other than U.S. dollars (cost: $2,511)             2,513  
Cash             739  
Receivables for:                
Sales of investments   $ 54,605          
Sales of fund’s shares     28,558          
Dividends and interest     30,619       113,782  
              9,163,962  
Liabilities:                
Unrealized depreciation on open forward currency contracts             2,110  
Payables for:                
Purchases of investments     27,062          
Repurchases of fund’s shares     8,896          
Investment advisory services     3,676          
Services provided by related parties     2,377          
Trustees’ deferred compensation     1,585          
Other     5,188       48,784  
Net assets at June 30, 2014           $ 9,113,068  
                 
Net assets consist of:                
Capital paid in on shares of beneficial interest           $ 7,178,751  
Undistributed net investment income             10,527  
Undistributed net realized gain             157,258  
Net unrealized appreciation             1,766,532  
Net assets at June 30, 2014           $ 9,113,068  

 

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

 

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

unlimited shares authorized (249,312 total shares outstanding)

 

          Shares     Net asset value  
    Net assets     outstanding     per share  
                         
Class A   $ 5,027,032       137,509     $ 36.56  
Class B     16,066       440       36.54  
Class C     309,399       8,484       36.47  
Class F-1     1,225,962       33,543       36.55  
Class F-2     1,228,459       33,593       36.57  
Class 529-A     129,253       3,539       36.52  
Class 529-B     693       19       36.51  
Class 529-C     32,310       889       36.36  
Class 529-E     4,661       128       36.52  
Class 529-F-1     10,878       297       36.57  
Class R-1     9,107       249       36.49  
Class R-2     53,278       1,464       36.40  
Class R-3     45,865       1,256       36.50  
Class R-4     50,782       1,390       36.54  
Class R-5     20,643       562       36.72  
Class R-6     948,680       25,950       36.56  

 

See Notes to Financial Statements

 

16 International Growth and Income Fund
 
 
Statement of operations  
for the year ended June 30, 2014 (dollars in thousands)

 

Investment income:                
Income:                
Dividends (net of non-U.S. taxes of $25,479)   $ 326,888          
Interest     16,043     $ 342,931  
                 
Fees and expenses*:                
Investment advisory services     38,479          
Distribution services     17,300          
Transfer agent services     8,155          
Administrative services     2,088          
Reports to shareholders     418          
Registration statement and prospectus     383          
Trustees’ compensation     578          
Auditing and legal     129          
Custodian     1,277          
Other     227       69,034  
Net investment income             273,897  
                 
Net realized gain and unrealized appreciation on investments, forward currency contracts and currency:                
Net realized gain (loss) on:                
Investments     236,798          
Forward currency contracts     7,221          
Currency transactions     (818 )     243,201  
Net unrealized appreciation (depreciation) on:                
Investments (net of non-U.S. taxes of $5,042)     1,020,842          
Forward currency contracts     (4,654 )        
Currency translations     664       1,016,852  
Net realized gain and unrealized appreciation on investments, forward currency contracts and currency             1,260,053  
Net increase in net assets resulting from operations           $ 1,533,950  

 

*Additional information related to class-specific fees and expenses is included in the Notes to Financial Statements.

 

See Notes to Financial Statements

 

International Growth and Income Fund 17
 
 
Statements of changes in net assets  
  (dollars in thousands)

 

    Year ended June 30  
    2014     2013  
Operations:                
Net investment income   $ 273,897     $ 156,009  
Net realized gain on investments, forward currency contracts and currency transactions     243,201       268,628  
Net unrealized appreciation on investments, forward currency contracts and currency translations     1,016,852       465,269  
Net increase in net assets resulting from operations     1,533,950       889,906  
                 
Dividends and distributions paid to shareholders:                
Dividends from net investment income     (269,581 )     (159,324 )
Distributions from net realized gain on investments     (291,114 )      
Total dividends and distributions paid to shareholders     (560,695 )     (159,324 )
                 
Net capital share transactions     1,789,408       728,944  
                 
Total increase in net assets     2,762,663       1,459,526  
                 
Net assets:                
Beginning of year     6,350,405       4,890,879  
End of year (including undistributed and distributions in excess of net investment income: $10,527 and $(6,399), respectively)   $ 9,113,068     $ 6,350,405  

 

See Notes to Financial Statements

 

18 International Growth and Income Fund
 
 

Notes to financial statements

 

1. Organization

 

International Growth and Income Fund (the “fund”) is registered under the Investment Company Act of 1940 as an open-end, diversified management investment company. The fund seeks to provide long-term growth of capital with current income by investing primarily in the stocks of larger, well-established companies domiciled outside the U.S.

 

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

 

Share class   Initial sales charge   Contingent deferred sales
charge upon redemption
  Conversion feature
Classes A and 529-A   Up to 5.75%   None (except 1% for certain redemptions within one year of purchase without an initial sales charge)   None
Classes B and 529-B*   None   Declines from 5% to 0% for redemptions within six years of purchase   Classes B and 529-B convert to Classes A and 529-A, respectively, after eight years
Class C   None   1% for redemptions within one year of purchase   Class C converts to Class F-1 after 10 years
Class 529-C   None   1% for redemptions within one year of purchase   None
Class 529-E   None   None   None
Classes F-1, F-2 and 529-F-1   None   None   None
Classes R-1, R-2, R-3, R-4, R-5 and R-6   None   None   None

 

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

 

Holders of all share classes have equal pro rata rights to assets, dividends and liquidation proceeds. Each share class has identical voting rights, except for the exclusive right to vote on matters affecting only its class. Share classes have different fees and expenses (“class-specific fees and expenses”), primarily due to different arrangements for distribution, administrative and shareholder services. Differences in class-specific fees and expenses will result in differences in net investment income and, therefore, the payment of different per-share dividends by each share class.

 

2. Significant accounting policies

 

The fund is an investment company that applies the accounting and reporting guidance issued in Topic 946 by the U.S. Financial Accounting Standards Board. The fund’s financial statements have been prepared to comply with U.S. generally accepted accounting principles (“U.S. GAAP”). These principles require the fund’s investment adviser to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates. The fund follows the significant accounting policies described in this section, as well as the valuation policies described in the next section on valuation.

 

Security transactions and related investment income — Security transactions are recorded by the fund as of the date the trades are executed with brokers. Realized gains and losses from security transactions are determined based on the specific identified cost of the securities. In the event a security is purchased with a delayed payment date, the fund will segregate liquid assets sufficient to meet its payment obligations. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis. Market discounts, premiums and original issue discounts on fixed-income securities are amortized daily over the expected life of the security.

 

Class allocations — Income, fees and expenses (other than class-specific fees and expenses) and realized and unrealized gains and losses are allocated daily among the various share classes based on their relative net assets. Class-specific fees and expenses, such as distribution, administrative and shareholder services, are charged directly to the respective share class.

 

International Growth and Income Fund 19
 

Dividends and distributions to shareholders — Dividends and distributions to shareholders are recorded on the ex-dividend date.

 

Currency translation — Assets and liabilities, including investment securities, denominated in currencies other than U.S. dollars are translated into U.S. dollars at the exchange rates supplied by one or more pricing vendors on the valuation date. Purchases and sales of investment securities and income and expenses are translated into U.S. dollars at the exchange rates on the dates of such transactions. The effects of changes in exchange rates on investment securities are included with the net realized gain or loss and net unrealized appreciation or depreciation on investments in the fund’s statement of operations. The realized gain or loss and unrealized appreciation or depreciation resulting from all other transactions denominated in currencies other than U.S. dollars are disclosed separately.

 

3. Valuation

 

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

 

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

 

Equity securities are generally valued at the official closing price of, or the last reported sale price on, the exchange or market on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price. Prices for each security are taken from the principal exchange or market on which the security trades.

 

Fixed-income securities, including short-term securities, are generally valued at prices obtained from one or more pricing vendors. Vendors value such securities based on one or more of the inputs described in the following table. The table provides examples of inputs that are commonly relevant for valuing particular classes of fixed-income securities in which the fund is authorized to invest. However, these classifications are not exclusive, and any of the inputs may be used to value any other class of fixed-income security.

 

Fixed-income class   Examples of standard inputs
All   Benchmark yields, transactions, bids, offers, quotations from dealers and trading systems, new issues, spreads and other relationships observed in the markets among comparable securities; and proprietary pricing models such as yield measures calculated using factors such as cash flows, financial or collateral performance and other reference data (collectively referred to as “standard inputs”)
Corporate bonds & notes; convertible securities   Standard inputs and underlying equity of the issuer
Bonds & notes of governments & government agencies   Standard inputs and interest rate volatilities
Mortgage-backed; asset-backed obligations   Standard inputs and cash flows, prepayment information, default rates, delinquency and loss assumptions, collateral characteristics, credit enhancements and specific deal information

 

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

 

Securities with both fixed-income and equity characteristics, or equity securities traded principally among fixed-income dealers, are generally valued in the manner described for either equity or fixed-income securities, depending on which method is deemed most appropriate by the fund’s investment adviser. Forward currency contracts are valued at the mean of representative quoted bid and ask prices, generally based on prices supplied by one or more pricing vendors.

 

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

 

20 International Growth and Income Fund
 

be assigned to a particular security, such as the type and cost of the security; contractual or legal restrictions on resale of the security; relevant financial or business developments of the issuer; actively traded similar or related securities; conversion or exchange rights on the security; related corporate actions; significant events occurring after the close of trading in the security; and changes in overall market conditions. In addition, the closing prices of equity securities that trade in markets outside U.S. time zones may be adjusted to reflect significant events that occur after the close of local trading but before the net asset value of each share class of the fund is determined. Fair valuations and valuations of investments that are not actively trading involve judgment and may differ materially from valuations that would have been used had greater market activity occurred.

 

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

 

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

 

Classifications — The fund’s investment adviser classifies the fund’s assets and liabilities into three levels based on the inputs used to value the assets or liabilities. Level 1 values are based on quoted prices in active markets for identical securities. Level 2 values are based on significant observable market inputs, such as quoted prices for similar securities and quoted prices in inactive markets. Certain securities trading outside the U.S. may transfer between Level 1 and Level 2 due to valuation adjustments resulting from significant market movements following the close of local trading. Level 3 values are based on significant unobservable inputs that reflect the investment adviser’s determination of assumptions that market participants might reasonably use in valuing the securities. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. For example, U.S. government securities are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market. The following tables present the fund’s valuation levels as of June 30, 2014 (dollars in thousands):

 

    Investment securities  
    Level 1     Level 2     Level 3     Total  
Assets:                                
Common stocks:                                
Financials   $ 2,472,939     $     $     $ 2,472,939  
Consumer discretionary     896,626                   896,626  
Energy     840,560                   840,560  
Industrials     706,560                   706,560  
Information technology     654,101                   654,101  
Consumer staples     619,996                   619,996  
Utilities     567,556                   567,556  
Health care     558,945                   558,945  
Telecommunication services     449,716                   449,716  
Materials     384,066       52,931             436,997  
Miscellaneous     204,744                   204,744  
Preferred securities     1,225       12,825             14,050  
Rights & warrants     29,033       2,557             31,590  
Convertible securities           65,400             65,400  
Bonds, notes & other debt instruments           163,605             163,605  
Short-term securities           363,543             363,543  
Total   $ 8,386,067     $ 660,861     $     $ 9,046,928  

 

International Growth and Income Fund 21
 
    Other investments*  
    Level 1     Level 2     Level 3     Total  
Liabilities:                                
Unrealized depreciation on open forward currency contracts   $     $ (2,110 )   $     $ (2,110 )

 

*Forward currency contracts are not included in the investment portfolio.

 

4. Risk factors

 

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

 

Market conditions — The prices of, and the income generated by, the common stocks and other securities held by the fund may decline — sometimes rapidly or unpredictably — due to various factors, including events or conditions affecting the general economy or particular industries; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate and commodity price fluctuations.

 

Issuer risks — The values of, and the income generated by, securities held by the fund may also decline in response to various factors directly related to the issuers of such securities, including reduced demand for an issuer’s goods or services, poor management performance and strategic initiatives such as mergers, acquisitions or dispositions and the market response to any such initiative.

 

Investing outside the U.S. — Securities of issuers domiciled outside the U.S., or with significant operations outside the U.S., may lose value because of adverse political, social, economic or market developments in the countries or regions in which the issuers operate. These securities may also lose value due to changes in foreign currency exchange rates against the U.S. dollar and/or currencies of other countries. Securities markets in certain countries may be more volatile and/or less liquid than those in the U.S. Investments outside the U.S. may also be subject to different accounting practices and different regulatory, legal and reporting standards, and may be more difficult to value, than those in the U.S. In addition, the value of investments outside the U.S. may be reduced by foreign taxes, including foreign withholding taxes on interest and dividends. Further, there may be increased risks of delayed settlement of securities purchased or sold by the fund. The risks of investing outside the U.S. may be heightened in connection with investments in emerging markets.

 

Investing in emerging markets — Investing in emerging markets may involve risks in addition to and greater than those generally associated with investing in the securities markets of developed countries. For instance, developing countries may have less developed legal and accounting systems than those in developed countries. The governments of these countries may be less stable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, and/or impose punitive taxes that could adversely affect the prices of securities. In addition, the economies of these countries may be dependent on relatively few industries that are more susceptible to local and global changes. Securities markets in these countries can also be relatively small and have substantially lower trading volumes. As a result, securities issued in these countries may be more volatile and less liquid, and may be more difficult to value, than securities issued in countries with more developed economies and/or markets. Additionally, there may be increased settlement risks for transactions in local securities.

 

Investing in growth-oriented stocks — Growth-oriented common stocks and other equity-type securities (such as preferred stocks, convertible preferred stocks and convertible bonds) may involve larger price swings and greater potential for loss than other types of investments.

 

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

 

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

 

22 International Growth and Income Fund
 

5. Certain investment techniques

 

Forward currency contracts — The fund has entered into forward currency contracts, which represent agreements to exchange currencies on specific future dates at predetermined rates. The fund’s investment adviser uses forward currency contracts to manage the fund’s exposure to changes in exchange rates. Upon entering into these contracts, risks may arise from the potential inability of counterparties to meet the terms of their contracts and from possible movements in exchange rates.

 

On a daily basis, the fund’s investment adviser values forward currency contracts and records unrealized appreciation or depreciation for open forward currency contracts in the fund’s statement of assets and liabilities. Realized gains or losses are recorded at the time the forward currency contract is closed or offset by another contract with the same broker for the same settlement date and currency.

 

Closed forward currency contracts that have not reached their settlement date are included in the respective receivables or payables for closed forward currency contracts in the fund’s statement of assets and liabilities. Net realized gains or losses from closed forward currency contracts and net unrealized appreciation or depreciation from open forward currency contracts are recorded in the fund’s statement of operations.

 

The following tables present the financial statement impacts resulting from the fund’s use of forward currency contracts as of June 30, 2014 (dollars in thousands):

 

    Asset     Liability
Contract   Location on statement of assets and liabilities     Value     Location on statement of assets and liabilities     Value
Forward currency   Unrealized appreciation on open forward currency contracts   $     Unrealized depreciation on open forward currency contracts   $ 2,110
                       
  Net realized gain     Net unrealized depreciation
Contract   Location on statement of operations     Value     Location on statement of operations     Value
Forward currency   Net realized gain on forward
currency contracts
  $ 7,221     Net unrealized depreciation on forward currency contracts       $ (4,654)

 

Collateral — The fund participates in a collateral program due to its use of forward currency contracts. The program calls for the fund to either receive or pledge collateral based on the net gain or loss on unsettled forward currency contracts by counterparty. The purpose of the collateral is to cover potential losses that could occur in the event that either party cannot meet its contractual obligations.

 

Rights of offset — The fund has entered into enforceable master netting agreements with certain counterparties for forward currency contracts, where amounts payable by each party to the other in the same currency, with the same settlement date and with the same counterparty are settled net of each party’s payment obligation. For financial reporting purposes, the fund does not offset financial assets and financial liabilities that are subject to netting arrangements in the statement of assets and liabilities.

 

The following table presents the fund’s forward currency contracts by counterparty, including those that are subject to potential offset on the statement of assets and liabilities as of June 30, 2014 (dollars in thousands):

 

        Gross amounts
recognized in the
    Gross amounts not offset in the
statement of assets and liabilities and
subject to a master netting agreement
       
    Counterparty   statement of assets
and liabilities
    Available
to offset
    Non-cash
collateral*
    Cash
collateral
    Net
amount
 
Liabilities:   Bank of America, N.A.   $ 440     $     $ (97 )   $     $ 343  
    Bank of New York Mellon     819             (629 )           190  
    Citibank     130                         130  
    HSBC Bank     541                         541  
    UBS AG     180                         180  
        $ 2,110     $     $ (726 )   $     $ 1,384  

 

*Non-cash collateral is shown on a settlement basis.

 

International Growth and Income Fund 23
 

6. Taxation and distributions

 

Federal income taxation — The fund complies with the requirements under Subchapter M of the Internal Revenue Code applicable to mutual funds and intends to distribute substantially all of its net taxable income and net capital gains each year. The fund is not subject to income taxes to the extent such distributions are made. Therefore, no federal income tax provision is required.

 

As of and during the period ended June 30, 2014, the fund did not have a liability for any unrecognized tax benefits. The fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statement of operations. During the period, the fund did not incur any interest or penalties.

 

The fund is not subject to examination by U.S. federal tax authorities for tax years before 2010, by state tax authorities for tax years before 2009 and by tax authorities outside the U.S. for tax years before 2011.

 

Non-U.S. taxation — Dividend and interest income are recorded net of non-U.S. taxes paid. Gains realized by the fund on the sale of securities in certain countries are subject to non-U.S. taxes. The fund records a liability based on unrealized gains to provide for potential non-U.S. taxes payable upon the sale of these securities.

 

Distributions — Distributions paid to shareholders are based on net investment income and net realized gains determined on a tax basis, which may differ from net investment income and net realized gains for financial reporting purposes. These differences are due primarily to different treatment for items such as currency gains and losses; short-term capital gains and losses; capital losses related to sales of certain securities within 30 days of purchase; unrealized appreciation of certain investments in securities outside the U.S.; and cost of investments sold. The fiscal year in which amounts are distributed may differ from the year in which the net investment income and net realized gains are recorded by the fund for financial reporting purposes. The fund may also designate a portion of the amount paid to redeeming shareholders as a distribution for tax purposes.

 

During the year ended June 30, 2014, the fund reclassified $5,000 from undistributed net investment income and $6,046,000 from undistributed net realized gain to capital paid in on shares of beneficial interest and $12,615,000 from undistributed net realized gain to undistributed net investment income to align financial reporting with tax reporting.

 

As of June 30, 2014, the tax-basis components of distributable earnings, unrealized appreciation (depreciation) and cost of investment securities were as follows (dollars in thousands):

 

Undistributed ordinary income   $ 21,491  
Undistributed long-term capital gains     159,852  
Gross unrealized appreciation on investment securities     1,890,315  
Gross unrealized depreciation on investment securities     (132,173 )
Net unrealized appreciation on investment securities     1,758,142  
Cost of investment securities     7,288,786  

 

24 International Growth and Income Fund
 

The tax character of distributions paid to shareholders was as follows (dollars in thousands):

 

  Year ended June 30, 2014     Year ended June 30, 2013  
    Ordinary     Long-term     Total distributions     Ordinary     Long-term     Total distributions  
Share class   income     capital gains     paid     income     capital gains     paid  
Class A   $ 151,235     $ 166,941     $ 318,176     $ 95,896     $     $ 95,896  
Class B     420       657       1,077       348             348  
Class C     7,109       10,102       17,211       4,138             4,138  
Class F-1     36,770       38,807       75,577       18,507             18,507  
Class F-2     34,585       33,681       68,266       18,570             18,570  
Class 529-A     3,799       4,247       8,046       2,280             2,280  
Class 529-B     17       28       45       15             15  
Class 529-C     731       1,066       1,797       400             400  
Class 529-E     126       156       282       71             71  
Class 529-F-1     318       336       654       160             160  
Class R-1     225       242       467       123             123  
Class R-2     1,226       1,746       2,972       717             717  
Class R-3     1,210       1,499       2,709       708             708  
Class R-4     1,267       1,286       2,553       607             607  
Class R-5     1,447       1,877       3,324       1,132             1,132  
Class R-6     29,096       28,443       57,539       15,652             15,652  
Total   $ 269,581     $ 291,114     $ 560,695     $ 159,324     $     $ 159,324  

 

7. Fees and transactions with related parties

 

CRMC, the fund’s investment adviser, is the parent company of American Funds Distributors, ® Inc. (“AFD”), the principal underwriter of the fund’s shares, and American Funds Service Company ® (“AFS”), the fund’s transfer agent. CRMC, AFD and AFS are considered related parties to the fund.

 

Investment advisory services — The fund has an investment advisory and service agreement with CRMC that provides for monthly fees accrued daily. These fees are based on a series of decreasing annual rates beginning with 0.690% on the first $500 million of daily net assets and decreasing to 0.460% on such assets in excess of $6.5 billion. For the year ended June 30, 2014, the investment advisory services fee was $38,479,000, which was equivalent to an annualized rate of 0.500% of average daily net assets.

 

Class-specific fees and expenses — Expenses that are specific to individual share classes are accrued directly to the respective share class. The principal class-specific fees and expenses are further described below:

 

Distribution services — The fund has plans of distribution for all share classes, except Class F-2, R-5 and R-6 shares. Under the plans, the board of trustees approves certain categories of expenses that are used to finance activities primarily intended to sell fund shares and service existing accounts. The plans provide for payments, based on an annualized percentage of average daily net assets, ranging from 0.30% to 1.00% as noted in this section. In some cases, the board of trustees has limited the amounts that may be paid to less than the maximum allowed by the plans. All share classes with a plan may use up to 0.25% of average daily net assets to pay service fees, or to compensate AFD for paying service fees, to firms that have entered into agreements with AFD to provide certain shareholder services. The remaining amounts available to be paid under each plan are paid to dealers to compensate them for their sales activities.

 

For Class A and 529-A shares, distribution-related expenses include the reimbursement of dealer and wholesaler commissions paid by AFD for certain shares sold without a sales charge. These share classes reimburse AFD for amounts billed within the prior 15 months but only to the extent that the overall annual expense limit of 0.30% is not exceeded. As of June 30, 2014, there were no unreimbursed expenses subject to reimbursement for Class A or 529-A shares.

 

International Growth and Income Fund 25
 
Share class   Currently approved limits   Plan limits
Class A     0.30 %     0.30 %
Class 529-A     0.30       0.50  
Classes B and 529-B     1.00       1.00  
Classes C, 529-C and R-1     1.00       1.00  
Class R-2     0.75       1.00  
Classes 529-E and R-3     0.50       0.75  
Classes F-1, 529-F-1 and R-4     0.25       0.50  

 

Transfer agent services — The fund has a shareholder services agreement with AFS under which the fund compensates AFS for providing transfer agent services to each of the fund’s share classes. These services include recordkeeping, shareholder communications and transaction processing. In addition, the fund reimburses AFS for amounts paid to third parties for performing transfer agent services on behalf of fund shareholders.

 

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

 

529 plan services — Each 529 share class is subject to service fees to compensate the Commonwealth of Virginia for the maintenance of the 529 college savings plan. During the period July 1, 2013, to March 31, 2014, the quarterly fee was based on a series of decreasing annual rates beginning with 0.10% on the first $30 billion of the net assets invested in Class 529 shares of the American Funds and decreasing to 0.06% on such assets between $120 billion and $150 billion. Effective April 1, 2014, the quarterly fee was amended to provide for reduced annual rates of 0.07%, 0.06% and 0.05% over $30 billion, $50 billion and $70 billion, respectively, of the net assets invested in Class 529 shares of the American Funds. The fee for any given calendar quarter is accrued and calculated on the basis of the average net assets of Class 529 shares of the American Funds for the last month of the prior calendar quarter. The fee is included in other expenses in the fund’s statement of operations. The Commonwealth of Virginia is not considered a related party.

 

For the year ended June 30, 2014, class-specific expenses under the agreements were as follows (dollars in thousands):

 

Share class   Distribution
services
    Transfer agent
services
    Administrative
services
    529 plan
services
Class A   $10,651     $5,036     $437     Not applicable
Class B     169       21       Not applicable     Not applicable
Class C     2,645       316       132     Not applicable
Class F-1     2,643       1,284       529     Not applicable
Class F-2     Not applicable       1,014       451     Not applicable
Class 529-A     225       107       56     $106
Class 529-B     7       1       *   1
Class 529-C     279       30       14     27
Class 529-E     20       2       2     4
Class 529-F-1           8       4     8
Class R-1     48       6       4     Not applicable
Class R-2     338       198       23     Not applicable
Class R-3     189       73       19     Not applicable
Class R-4     86       36       18     Not applicable
Class R-5     Not applicable       21       22     Not applicable
Class R-6     Not applicable       2       377     Not applicable
Total class-specific expenses   $17,300     $8,155     $2,088     $146

 

*Amount less than one thousand.

 

26 International Growth and Income Fund
 

Trustees’ deferred compensation — Trustees who are unaffiliated with CRMC may elect to defer the cash payment of part or all of their compensation. These deferred amounts, which remain as liabilities of the fund, are treated as if invested in shares of the fund or other American Funds. These amounts represent general, unsecured liabilities of the fund and vary according to the total returns of the selected funds. Trustees’ compensation of $578,000 in the fund’s statement of operations includes $359,000 in current fees (either paid in cash or deferred) and a net increase of $219,000 in the value of the deferred amounts.

 

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

 

8. Capital share transactions

 

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

 

    Sales*     Reinvestments of
dividends and distributions
    Repurchases*     Net increase
(decrease)
 
Share class   Amount     Shares     Amount     Shares     Amount     Shares     Amount     Shares  
                                                 
Year ended June 30, 2014                                      
                                                 
Class A   $ 887,782       25,376     $ 312,029       9,038     $ (431,082 )     (12,382 )   $ 768,729       22,032  
Class B     1,927       56       1,073       31       (6,288 )     (181 )     (3,288 )     (94 )
Class C     79,485       2,272       16,966       493       (45,816 )     (1,318 )     50,635       1,447  
Class F-1     479,068       13,658       75,015       2,174       (306,543 )     (8,617 )     247,540       7,215  
Class F-2     458,094       12,919       65,112       1,883       (102,577 )     (2,939 )     420,629       11,863  
Class 529-A     25,542       734       8,043       233       (11,383 )     (328 )     22,202       639  
Class 529-B     124       4       45       1       (364 )     (10 )     (195 )     (5 )
Class 529-C     7,009       203       1,797       52       (3,303 )     (95 )     5,503       160  
Class 529-E     1,007       29       282       8       (485 )     (14 )     804       23  
Class 529-F-1     4,398       126       646       19       (2,067 )     (60 )     2,977       85  
Class R-1     3,170       93       371       11       (859 )     (25 )     2,682       79  
Class R-2     17,578       505       2,960       86       (12,933 )     (371 )     7,605       220  
Class R-3     18,593       531       2,696       78       (13,536 )     (390 )     7,753       219  
Class R-4     26,484       750       2,542       74       (8,635 )     (246 )     20,391       578  
Class R-5     14,061       402       3,319       96       (42,532 )     (1,176 )     (25,152 )     (678 )
Class R-6     229,784       6,544       57,538       1,665       (26,729 )     (757 )     260,593       7,452  
Total net increase (decrease)   $ 2,254,106       64,202     $ 550,434       15,942     $ (1,015,132 )     (28,909 )   $ 1,789,408       51,235  
                                                                 
Year ended June 30, 2013                                                  
                                                                 
Class A   $ 540,443       17,064     $ 93,379       2,937     $ (534,888 )     (17,283 )   $ 98,934       2,718  
Class B     1,631       52       346       11       (7,681 )     (249 )     (5,704 )     (186 )
Class C     42,564       1,345       4,059       128       (44,792 )     (1,454 )     1,831       19  
Class F-1     445,243       13,830       18,262       570       (118,885 )     (3,803 )     344,620       10,597  
Class F-2     189,867       5,980       17,665       555       (101,296 )     (3,224 )     106,236       3,311  
Class 529-A     21,211       673       2,279       72       (11,978 )     (386 )     11,512       359  
Class 529-B     122       4       15           (532 )     (17 )     (395 )     (13 )
Class 529-C     6,260       199       400       12       (3,567 )     (116 )     3,093       95  
Class 529-E     1,061       33       71       3       (410 )     (13 )     722       23  
Class 529-F-1     2,915       91       160       5       (608 )     (20 )     2,467       76  
Class R-1     1,743       54       90       3       (1,101 )     (36 )     732       21  
Class R-2     13,640       438       693       21       (8,354 )     (269 )     5,979       190  
Class R-3     14,111       444       676       21       (7,419 )     (237 )     7,368       228  
Class R-4     12,871       411       573       18       (4,761 )     (154 )     8,683       275  
Class R-5     11,378       370       1,130       36       (10,516 )     (339 )     1,992       67  
Class R-6     151,296       4,752       15,652       491       (26,074 )     (846 )     140,874       4,397  
Total net increase (decrease)   $ 1,456,356       45,740     $ 155,450       4,883     $ (882,862 )     (28,446 )   $ 728,944       22,177  

 

* Includes exchanges between share classes of the fund.
Amount less than one thousand.

 

9. Investment transactions

 

The fund made purchases and sales of investment securities, excluding short-term securities and U.S. government obligations, if any, of $3,546,086,000 and $2,134,420,000, respectively, during the year ended June 30, 2014.

 

International Growth and Income Fund 27
 

Financial highlights

 

          Income (loss) from
investment operations 1
    Dividends and distributions                                      
    Net asset
value,
beginning
of year
    Net
investment
income 2
    Net gains
(losses) on
securities
(both
realized and
unrealized)
    Total from
investment
operations
    Dividends
(from net
investment
income)
    Distributions
(from capital
gains)
    Total
dividends
and
distributions
    Net asset
value, end
of year
    Total
return 3,4
    Net assets,
end of year
(in millions)
    Ratio of
expenses to
average net
assets before
reimbursements
    Ratio of
expenses to
average net
assets after
reimbursements 4
    Ratio of
net income
to average
net assets 2,4
 
Class A:                                                                    
Year ended 6/30/2014   $ 32.06     $ 1.23     $ 5.82     $ 7.05     $ (1.18 )   $ (1.37 )   $ (2.55 )   $ 36.56       22.66 %   $ 5,027       .91 %     .91 %     3.54 %
Year ended 6/30/2013     27.81       .84       4.26       5.10       (.85 )           (.85 )     32.06       18.41       3,703       .93       .93       2.70  
Year ended 6/30/2012     32.48       .82       (4.12 )     (3.30 )     (.86 )     (.51 )     (1.37 )     27.81       (10.03 )     3,136       .93       .93       2.85  
Year ended 6/30/2011     25.86       1.06       6.80       7.86       (1.06 )     (.18 )     (1.24 )     32.48       30.64       3,611       .89       .89       3.43  
Year ended 6/30/2010     24.78       .80       1.39       2.19       (.74 )     (.37 )     (1.11 )     25.86       8.44       2,515       .94       .93       2.79  
Class B:                                                                                          
Year ended 6/30/2014     32.04       .92       5.85       6.77       (.90 )     (1.37 )     (2.27 )     36.54       21.71       16       1.66       1.66       2.66  
Year ended 6/30/2013     27.78       .57       4.30       4.87       (.61 )           (.61 )     32.04       17.55       17       1.69       1.69       1.85  
Year ended 6/30/2012     32.44       .57       (4.09 )     (3.52 )     (.63 )     (.51 )     (1.14 )     27.78       (10.75 )     20       1.70       1.70       1.98  
Year ended 6/30/2011     25.82       .79       6.82       7.61       (.81 )     (.18 )     (.99 )     32.44       29.62       31       1.68       1.68       2.56  
Year ended 6/30/2010     24.75       .56       1.40       1.96       (.52 )     (.37 )     (.89 )     25.82       7.60       28       1.72       1.71       1.96  
Class C:                                                                                          
Year ended 6/30/2014     32.00       .95       5.80       6.75       (.91 )     (1.37 )     (2.28 )     36.47       21.66       309       1.71       1.71       2.73  
Year ended 6/30/2013     27.76       .59       4.25       4.84       (.60 )           (.60 )     32.00       17.47       225       1.74       1.74       1.89  
Year ended 6/30/2012     32.42       .58       (4.10 )     (3.52 )     (.63 )     (.51 )     (1.14 )     27.76       (10.75 )     195       1.73       1.73       2.05  
Year ended 6/30/2011     25.81       .80       6.79       7.59       (.80 )     (.18 )     (.98 )     32.42       29.57       230       1.73       1.73       2.58  
Year ended 6/30/2010     24.75       .57       1.38       1.95       (.52 )     (.37 )     (.89 )     25.81       7.55       167       1.75       1.74       2.00  
Class F-1:                                                                                          
Year ended 6/30/2014     32.06       1.23       5.79       7.02       (1.16 )     (1.37 )     (2.53 )     36.55       22.57       1,226       .96       .96       3.53  
Year ended 6/30/2013     27.81       .94       4.16       5.10       (.85 )           (.85 )     32.06       18.39       844       .96       .96       2.97  
Year ended 6/30/2012     32.49       .84       (4.16 )     (3.32 )     (.85 )     (.51 )     (1.36 )     27.81       (10.05 )     437       .94       .94       2.92  
Year ended 6/30/2011     25.86       1.06       6.79       7.85       (1.04 )     (.18 )     (1.22 )     32.49       30.58       420       .94       .94       3.40  
Year ended 6/30/2010     24.78       .79       1.39       2.18       (.73 )     (.37 )     (1.10 )     25.86       8.41       274       .97       .96       2.76  
Class F-2:                                                                                          
Year ended 6/30/2014     32.07       1.32       5.80       7.12       (1.25 )     (1.37 )     (2.62 )     36.57       22.90       1,228       .70       .70       3.79  
Year ended 6/30/2013     27.81       .92       4.26       5.18       (.92 )           (.92 )     32.07       18.64       697       .73       .73       2.95  
Year ended 6/30/2012     32.50       .97       (4.23 )     (3.26 )     (.92 )     (.51 )     (1.43 )     27.81       (9.82 )     512       .70       .70       3.40  
Year ended 6/30/2011     25.87       1.13       6.79       7.92       (1.11 )     (.18 )     (1.29 )     32.50       30.87       311       .71       .71       3.65  
Year ended 6/30/2010     24.79       .86       1.39       2.25       (.80 )     (.37 )     (1.17 )     25.87       8.69       199       .71       .70       3.02  
Class 529-A:                                                                                          
Year ended 6/30/2014     32.03       1.21       5.80       7.01       (1.15 )     (1.37 )     (2.52 )     36.52       22.56       129       .98       .98       3.48  
Year ended 6/30/2013     27.78       .83       4.25       5.08       (.83 )           (.83 )     32.03       18.35       93       1.00       1.00       2.66  
Year ended 6/30/2012     32.46       .81       (4.14 )     (3.33 )     (.84 )     (.51 )     (1.35 )     27.78       (10.13 )     71       1.00       1.00       2.84  
Year ended 6/30/2011     25.85       1.09       6.75       7.84       (1.05 )     (.18 )     (1.23 )     32.46       30.62       67       .94       .94       3.50  
Year ended 6/30/2010     24.77       .82       1.35       2.17       (.72 )     (.37 )     (1.09 )     25.85       8.33       35       .99       .98       2.87  
Class 529-B:                                                                                          
Year ended 6/30/2014     32.01       .88       5.84       6.72       (.85 )     (1.37 )     (2.22 )     36.51       21.55       1       1.80       1.80       2.53  
Year ended 6/30/2013     27.75       .52       4.30       4.82       (.56 )           (.56 )     32.01       17.38       1       1.83       1.83       1.67  
Year ended 6/30/2012     32.39       .52       (4.07 )     (3.55 )     (.58 )     (.51 )     (1.09 )     27.75       (10.86 )     1       1.83       1.83       1.81  
Year ended 6/30/2011     25.80       .78       6.78       7.56       (.79 )     (.18 )     (.97 )     32.39       29.47       2       1.79       1.79       2.51  
Year ended 6/30/2010     24.74       .55       1.38       1.93       (.50 )     (.37 )     (.87 )     25.80       7.49       1       1.82       1.81       1.94  
Class 529-C:                                                                                          
Year ended 6/30/2014     31.91       .93       5.77       6.70       (.88 )     (1.37 )     (2.25 )     36.36       21.56       32       1.78       1.78       2.67  
Year ended 6/30/2013     27.68       .58       4.23       4.81       (.58 )           (.58 )     31.91       17.42       23       1.82       1.82       1.85  
Year ended 6/30/2012     32.35       .58       (4.13 )     (3.55 )     (.61 )     (.51 )     (1.12 )     27.68       (10.85 )     18       1.82       1.82       2.02  
Year ended 6/30/2011     25.77       .83       6.73       7.56       (.80 )     (.18 )     (.98 )     32.35       29.45       16       1.78       1.78       2.68  
Year ended 6/30/2010     24.72       .59       1.35       1.94       (.52 )     (.37 )     (.89 )     25.77       7.53       8       1.81       1.80       2.08  
Class 529-E:                                                                                          
Year ended 6/30/2014     32.03       1.12       5.81       6.93       (1.07 )     (1.37 )     (2.44 )     36.52       22.26       5       1.23       1.23       3.21  
Year ended 6/30/2013     27.79       .77       4.22       4.99       (.75 )           (.75 )     32.03       18.01       3       1.26       1.26       2.45  
Year ended 6/30/2012     32.46       .73       (4.13 )     (3.40 )     (.76 )     (.51 )     (1.27 )     27.79       (10.34 )     2       1.27       1.27       2.56  
Year ended 6/30/2011     25.85       .97       6.76       7.73       (.94 )     (.18 )     (1.12 )     32.46       30.18       2       1.27       1.27       3.12  
Year ended 6/30/2010     24.78       .75       1.33       2.08       (.64 )     (.37 )     (1.01 )     25.85       8.01       1       1.30       1.29       2.64  

 

28 International Growth and Income Fund
 
          Income (loss) from
investment operations 1
    Dividends and distributions                                      
    Net asset
value,
beginning
of year
    Net
investment
income 2
    Net gains
(losses) on
securities
(both
realized and
unrealized)
    Total from
investment
operations
    Dividends
(from net
investment
income)
    Distributions
(from capital
gains)
    Total
dividends
and
distributions
    Net asset
value, end
of year
    Total
return 3,4
    Net assets,
end of year
(in millions)
    Ratio of
expenses to
average net
assets before
reimbursements
    Ratio of
expenses to
average net
assets after
reimbursements 4
    Ratio of
net income
to average
net assets 2,4
 
Class 529-F-1:                                                                    
Year ended 6/30/2014   $ 32.07     $ 1.30     $ 5.79     $ 7.09     $ (1.22 )   $ (1.37 )   $ (2.59 )   $ 36.57       22.81 %     $   11       .78 %     .78 %     3.72 %
Year ended 6/30/2013     27.81       .94       4.22       5.16       (.90 )           (.90 )     32.07       18.60       7       .81       .81       3.00  
Year ended 6/30/2012     32.50       .89       (4.17 )     (3.28 )     (.90 )     (.51 )     (1.41 )     27.81       (9.94 )     4       .81       .81       3.11  
Year ended 6/30/2011     25.87       1.25       6.66       7.91       (1.10 )     (.18 )     (1.28 )     32.50       30.80       3       .77       .77       3.99  
Year ended 6/30/2010     24.79       .91       1.32       2.23       (.78 )     (.37 )     (1.15 )     25.87       8.60       1       .79       .78       3.18  
Class R-1:                                                                                          
Year ended 6/30/2014     32.01       1.14       5.74       6.88       (1.03 )     (1.37 )     (2.40 )     36.49       22.07 5     9       1.35 5     1.35 5     3.28 5
Year ended 6/30/2013     27.78       .77       4.27       5.04       (.81 )           (.81 )     32.01       18.19 5     5       1.16 5     1.16 5     2.48 5
Year ended 6/30/2012     32.43       .69       (4.12 )     (3.43 )     (.71 )     (.51 )     (1.22 )     27.78       (10.47 ) 5   4       1.39 5     1.39 5     2.40 5
Year ended 6/30/2011     25.82       .87       6.78       7.65       (.86 )     (.18 )     (1.04 )     32.43       29.81 5     5       1.54 5     1.54 5     2.80 5
Year ended 6/30/2010     24.76       .59       1.37       1.96       (.53 )     (.37 )     (.90 )     25.82       7.58       3       1.71       1.70       2.06  
Class R-2:                                                                                          
Year ended 6/30/2014     31.94       .93       5.79       6.72       (.89 )     (1.37 )     (2.26 )     36.40       21.62       53       1.74       1.74       2.69  
Year ended 6/30/2013     27.71       .60       4.24       4.84       (.61 )           (.61 )     31.94       17.48       40       1.74       1.74       1.93  
Year ended 6/30/2012     32.38       .60       (4.13 )     (3.53 )     (.63 )     (.51 )     (1.14 )     27.71       (10.80 )     29       1.78       1.76       2.12  
Year ended 6/30/2011     25.79       .85       6.74       7.59       (.82 )     (.18 )     (1.00 )     32.38       29.60       25       1.77       1.70       2.74  
Year ended 6/30/2010     24.74       .61       1.34       1.95       (.53 )     (.37 )     (.90 )     25.79       7.57       13       1.81       1.73       2.15  
Class R-3:                                                                                          
Year ended 6/30/2014     32.02       1.09       5.82       6.91       (1.06 )     (1.37 )     (2.43 )     36.50       22.20       46       1.26       1.26       3.14  
Year ended 6/30/2013     27.78       .76       4.23       4.99       (.75 )           (.75 )     32.02       18.02       33       1.27       1.27       2.43  
Year ended 6/30/2012     32.45       .72       (4.13 )     (3.41 )     (.75 )     (.51 )     (1.26 )     27.78       (10.37 )     22       1.29       1.29       2.53  
Year ended 6/30/2011     25.84       1.01       6.73       7.74       (.95 )     (.18 )     (1.13 )     32.45       30.16       24       1.27       1.27       3.24  
Year ended 6/30/2010     24.78       .75       1.33       2.08       (.65 )     (.37 )     (1.02 )     25.84       8.02       10       1.30       1.29       2.65  
Class R-4:                                                                                          
Year ended 6/30/2014     32.05       1.26       5.77       7.03       (1.17 )     (1.37 )     (2.54 )     36.54       22.61       51       .93       .93       3.62  
Year ended 6/30/2013     27.80       .88       4.23       5.11       (.86 )           (.86 )     32.05       18.43       26       .93       .93       2.82  
Year ended 6/30/2012     32.48       .85       (4.16 )     (3.31 )     (.86 )     (.51 )     (1.37 )     27.80       (10.06 )     15       .94       .94       2.98  
Year ended 6/30/2011     25.86       1.15       6.70       7.85       (1.05 )     (.18 )     (1.23 )     32.48       30.60       12       .93       .93       3.69  
Year ended 6/30/2010     24.79       .84       1.33       2.17       (.73 )     (.37 )     (1.10 )     25.86       8.38       5       .98       .96       2.93  
Class R-5:                                                                                          
Year ended 6/30/2014     32.19       1.29       5.87       7.16       (1.26 )     (1.37 )     (2.63 )     36.72       22.95       21       .63       .63       3.69  
Year ended 6/30/2013     27.91       .94       4.28       5.22       (.94 )           (.94 )     32.19       18.77       40       .65       .65       3.00  
Year ended 6/30/2012     32.60       .91       (4.15 )     (3.24 )     (.94 )     (.51 )     (1.45 )     27.91       (9.81 )     33       .66       .66       3.19  
Year ended 6/30/2011     25.95       1.15       6.81       7.96       (1.13 )     (.18 )     (1.31 )     32.60       30.94       28       .67       .67       3.71  
Year ended 6/30/2010     24.86       .85       1.41       2.26       (.80 )     (.37 )     (1.17 )     25.95       8.69       14       .72       .70       2.96  
Class R-6:                                                                                          
Year ended 6/30/2014     32.06       1.37       5.79       7.16       (1.29 )     (1.37 )     (2.66 )     36.56       23.04       949       .59       .59       3.91  
Year ended 6/30/2013     27.80       .97       4.25       5.22       (.96 )           (.96 )     32.06       18.83       593       .61       .61       3.11  
Year ended 6/30/2012     32.48       .93       (4.15 )     (3.22 )     (.95 )     (.51 )     (1.46 )     27.80       (9.78 )     392       .61       .61       3.26  
Year ended 6/30/2011     25.86       1.17       6.77       7.94       (1.14 )     (.18 )     (1.32 )     32.48       30.99       341       .62       .62       3.77  
Year ended 6/30/2010     24.78       .90       1.37       2.27       (.82 )     (.37 )     (1.19 )     25.86       8.74       206       .66       .65       3.16  

 

    Year ended June 30  
    2014     2013     2012     2011     2010  
Portfolio turnover rate for all share classes     29%       37%       24%       31%       16%  

 

1 Based on average shares outstanding.
2 For the year ended June 30, 2014, this column reflects the impact of a corporate action event that resulted in a one-time increase to net investment income. If the corporate action event had not occurred, the Class A net investment income per share and ratio of net income to average net assets would have been lower by $.28 and .81 percentage points, respectively. The impact to the other share classes would have been similar.
3 Total returns exclude any applicable sales charges, including contingent deferred sales charges.
4 This column reflects the impact, if any, of certain reimbursements from CRMC. During one of the years shown, CRMC reimbursed certain expenses during the fund’s start-up period and paid a portion of the fund’s transfer agent fees for certain retirement plan share classes.
5 Fees for distribution services are not paid by the fund on accounts for which a broker-dealer (or other financial intermediary) has not been assigned, including amounts invested in the fund by CRMC and/or its affiliates. If fees for distribution services were charged on these assets, fund expenses would have been higher and net income and total return would have been lower.

 

See Notes to Financial Statements

 

International Growth and Income Fund 29
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and Board of Trustees of

International Growth and Income Fund:

 

We have audited the accompanying statement of assets and liabilities of International Growth and Income Fund (the “Fund”), including the investment portfolio and the summary investment portfolio, as of June 30, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of June 30, 2014 correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of International Growth and Income Fund as of June 30, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

 

DELOITTE & TOUCHE LLP

Costa Mesa, California

August 12, 2014

 

 

 

 
 

 

 

International Growth and Income Fund

 

Part C

Other Information

 

 

Item 28. Exhibits for Registration Statement (1940 Act No. 811-22215 and 1933 Act No. 333-152323)

 

(a-1) Articles of Incorporation – Certificate of Trust dated 8/20/09 – previously filed (see P/E Amendment No. 4 filed 2/26/10); and Amended and Restated Agreement and Declaration of Trust dated 12/6/12 – previously filed (see P/E Amendment No. 10 filed 8/29/13)

 

(a-2) Certificate of Establishment and Designation of Class R-2E Shares

 

(b) By-laws – By-laws – previously filed (see P/E Amendment No. 4 filed 2/26/10)

 

(c) Instruments Defining Rights of Security Holders – Form of Share Certificate – previously filed (see Pre-Effective Amendment No. 1 filed 8/29/08)

 

(d) Investment Advisory Contracts – Investment Advisory and Service Agreement dated 1/1/11 – previously filed (see P/E Amendment No. 6 filed 8/30/11)

 

(e) Underwriting Contracts – Form of Amended and Restated Principal Underwriting Agreement effective 8/29/14; Form of Selling Group Agreement; Form of Bank/Trust Company Selling Group Agreement; Form of Class F Share Participation Agreement; and Form of Bank/Trust Company Participation Agreement for Class F Shares

 

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

 

(g) Custodian Agreements – Form of Global Custody Agreement dated 12/21/06 – previously filed (see P/E Amendment No. 2 filed 9/22/08)

 

(h-1) Other Material Contracts – Form of Indemnification Agreement – previously filed (see P/E Amendment No. 4 filed 2/26/10); and Form of Agreement and Plan of Reorganization dated 8/24/09 – previously filed (see P/E Amendment No. 4 filed 2/26/10)

 

(h-2) Form of Amended and Restated Shareholder Services Agreement dated 8/29/14; and Form of Amended and Restated Administrative Services Agreement dated 8/29/14

 

(i) Legal Opinion – Legal Opinion

 

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

 

(k)         Omitted Financial Statements - none

 

(l) Initial Capital Agreements – Investment Letters dated 8/4/08 and 9/9/08 – previously filed (see P/E Amendment No. 2 filed 9/22/08)

 

 
 
(m-1) Rule 12b-1 Plan – Forms of Plans of Distribution for Class A, B, C, F-1, 529-A,
529-B, 529-C, 529-E, 529-F-1, R-1, R-2, R-3 and R-4 shares dated 3/1/10 – previously filed (see P/E Amendment No. 4 filed 2/26/10)

 

(m-2) Form of Plan of Distribution for Class R-2E shares dated 8/29/14

 

(n) Rule 18f-3 Plan – Form of Amended and Restated Multiple Class Plan dated 8/29/14

 

(o) Reserved

 

(p) Code of Ethics – Code of Ethics for The Capital Group Companies dated June 2014 and Code of Ethics for the Registrant

 

Item 29. Persons Controlled by or Under Common Control with the Fund

 

None

 

 

Item 30. Indemnification

 

The Registrant is a joint-insured under Investment Adviser/Mutual Fund Errors and Omissions Policies, which insure its officers and trustees against certain liabilities. However, in no event will Registrant maintain insurance to indemnify any such person for any act for which Registrant itself is not permitted to indemnify the individual.

 

Article 8 of the Registrant's Declaration of Trust as well as the indemnification agreements that the Registrant has entered into with each of its trustees who is not an “interested person” of the Registrant (as defined under the Investment Company Act of 1940, as amended), provide in effect that the Registrant will indemnify its officers and trustees against any liability or expenses actually and reasonably incurred by such person in any proceeding arising out of or in connection with his or her service to the Registrant, to the fullest extent permitted by applicable law, subject to certain conditions. In accordance with Section 17(h) and 17(i) of the Investment Company Act of 1940, as amended, and their respective terms, these provisions do not protect any person against any liability to the Registrant or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.

 

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

Registrant will comply with the indemnification requirements contained in the Investment Company Act of 1940, as amended, and Release Nos. 7221 (June 9, 1972) and 11330 (September 4, 1980).

 

 
 

 

Item 31. Business and Other Connections of the Investment Adviser

 

None

 

 

Item 32. Principal Underwriters

 

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

 

(b)

 

 

(1)

Name and Principal

Business Address

 

(2)

Positions and Offices

with Underwriter

(3)

Positions and Offices

with Registrant

LAO

Raymond Ahn

 

Vice President None
IRV

Laurie M. Allen

 

 

Director and Senior Vice President None
LAO

William C. Anderson

 

 

 

Director, Senior Vice President and Director of Investment Services None
LAO

Dion T. Angelopoulos

 

Assistant Vice President None
LAO

Curtis A. Baker

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

T. Patrick Bardsley

 

Vice President None
LAO

Shakeel A. Barkat

 

Senior Vice President None
 
 

 

LAO

Brad A. Barrett

 

Director None
IRV

Carl R. Bauer

 

Vice President None
LAO

Brett A. Beach

 

Assistant Vice President None
LAO

Jerry R. Berg

 

Regional Vice President None
LAO

Joseph W. Best, Jr.

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Roger J. Bianco, Jr.

 

Vice President None
LAO

Ryan M. Bickle

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

John A. Blanchard

 

Senior Vice President None
LAO

Marek Blaskovic

 

Regional Vice President None
LAO

Gerard M. Bockstie, Jr.

 

Senior Vice President None
LAO

Jill M. Boudreau

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Andre W. Bouvier

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Michael A. Bowman

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Bill Brady

 

 

Director and Senior Vice President None
IRV

Jason E. Brady

 

Regional Vice President None
LAO

Mick L. Brethower

 

Senior Vice President None
LAO

C. Alan Brown

 

Vice President None
LAO

E. Chapman Brown, Jr.

 

Regional Vice President None
 
 

 

LAO

Toni L. Brown

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Gary D. Bryce

 

Regional Vice President None
LAO

Sheryl M. Burford

 

Assistant Vice President None
LAO

Ronan J. Burke

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Steven Calabria

 

Vice President None
LAO

Thomas E. Callahan

 

Vice President None
LAO

Anthony J. Camilleri

 

Regional Vice President None
SNO

Susan H. Campbell

 

Vice President None
LAO

Damian F. Carroll

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

James D. Carter

 

Vice President None
LAO

Stephen L. Caruthers

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Brian C. Casey

 

Senior Vice President None
LAO

Christopher J. Cassin

 

Senior Vice President None
LAO

Craig L. Castner

 

Regional Vice President None
LAO

Christopher M. Cefalo

 

Regional Vice President

 

None
LAO

David D. Charlton

 

Director, Senior Vice President and Director of Marketing

 

None
LAO

Thomas M. Charon

 

Senior Vice President None
LAO

Wellington Choi

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Paul A. Cieslik

 

Vice President None
 
 

 

LAO

Andrew R. Claeson

 

Regional Vice President None
LAO

Kevin G. Clifford

 

 

 

 

 

Director, Chairman, President and Chief Executive Officer; President, Capital Group Institutional Investment Services Division None
LAO

Ruth M. Collier

 

Senior Vice President None
IND

Timothy J. Colvin

 

Regional Vice President None
LAO

Christopher M. Conwell

 

Vice President None
LAO

C. Jeffrey Cook

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Charles H. Cote

 

Vice President None
LAO

Joseph G. Cronin

 

Vice President None
LAO

D. Erick Crowdus

 

Vice President None
LAO

Katherine Randall Danella

 

Vice President None
LAO

Brian M. Daniels

 

Vice President None
LAO

William F. Daugherty

 

Senior Vice President None
LAO

Shane L. Davis

 

Regional Vice President None
LAO

Peter J. Deavan

 

Vice President None
LAO

Guy E. Decker

 

Senior Vice President None
LAO

Renee A. Degner

 

Regional Vice President None
LAO

Daniel J. Delianedis

 

Senior Vice President None
LAO

Stephen Deschenes

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Mario P. DiVito

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
 
 

 

LAO

Joanne H. Dodd

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Kevin F. Dolan

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Michael J. Downer

 

Director None
LAO

John J. Doyle

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Ryan T. Doyle

 

Regional Vice President None
LAO

Craig Duglin

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Alan J. Dumas

 

Regional Vice President None
LAO

Bryan K. Dunham

 

Regional Vice President None
LAO

John E. Dwyer IV

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
IND

Karyn B. Dzurisin

 

Regional Vice President None
LAO

Kevin C. Easley

 

Regional Vice President None
LAO

Damian Eckstein

 

Regional Vice President None
LAO

Timothy L. Ellis

 

Senior Vice President None
LAO

John M. Fabiano

 

Regional Vice President None
LAO

E. Luke Farrell

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Mark A. Ferraro

 

Regional Vice President None
LAO

Lorna Fitzgerald

 

Vice President None
LAO

William F. Flannery

 

Senior Vice President None
LAO

David R. Ford

 

Regional Vice President None
 
 

 

SFO

Cheryl E. Frank

 

Director None
LAO

Charles L. Freadhoff

 

Vice President None
LAO

Daniel B. Frick

 

Senior Vice President None
SNO

Arturo V. Garcia, Jr.

 

Assistant Vice President None
LAO

J. Gregory Garrett

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Brian K. Geiger

 

Regional Vice President None
LAO

Jacob M. Gerber

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

J. Christopher Gies

 

Senior Vice President None
LAO

Pamela A. Gillett

 

Regional Vice President

 

None
LAO

Robert E. Greeley, Jr.

 

Regional Vice President None
LAO

Jeffrey J. Greiner

 

Senior Vice President None
LAO

Eric M. Grey

 

Senior Vice President None
LAO

E. Renee Grimm

 

Regional Vice President

 

None
IRV

Steven Guida

 

 

Director and Senior Vice President None
IRV

DeAnn C. Haley

 

Assistant Vice President None
IND

Thomas P. Halloran

 

Regional Vice President None
LAO

Dale K. Hanks

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

David R. Hanna

 

Regional Vice President None
LAO

Derek S. Hansen

 

Vice President None
LAO

John R. Harley

 

Senior Vice President None
 
 

 

LAO

Calvin L. Harrelson III

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Robert J. Hartig, Jr.

 

Senior Vice President None
LAO

Craig W. Hartigan

 

Vice President None
LAO

David F. Holstein

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Heidi Horwitz-Marcus

 

 

Director and Senior Vice President None
LAO

Frederic J. Huber

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

David K. Hummelberg

 

 

 

Director, Senior Vice President, Treasurer and Controller None
LAO

Jeffrey K. Hunkins

 

Regional Vice President None
LAO

Marc Ialeggio

 

Vice President None
IND

David K. Jacocks

 

Assistant Vice President None
LAO

W. Chris Jenkins

 

Vice President None
LAO

Daniel J. Jess II

 

Regional Vice President None
IND

Jameel S. Jiwani

 

Regional Vice President None
LAO

Brendan M. Jonland

 

Regional Vice President None
LAO

David G. Jordt

 

Regional Vice President

 

None
LAO

Stephen T. Joyce

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Marc J. Kaplan

 

Vice President None
LAO

John P. Keating

 

Senior Vice President None
LAO

Brian G. Kelly

 

Senior Vice President None
 
 

 

LAO

Christopher J. Kennedy

 

Regional Vice President None
LAO

Ryan C. Kidwell

 

Vice President None
LAO

Christopher W. Kilroy

 

Senior Vice President None
LAO

Charles A. King

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Mark Kistler

 

Vice President None
NYO

Dorothy Klock

 

Senior Vice President None
LAO

Stephen J. Knutson

 

Assistant Vice President None
IRV

Elizabeth K. Koster

 

Vice President None
SNO

David D. Kuncho

 

Assistant Vice President None
LAO

Richard M. Lang

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Christopher F. Lanzafame

 

Vice President None
IRV

Laura Lavery

 

Vice President None
LAO

R. Andrew LeBlanc

 

 

Director and Senior Vice President None
LAO

Matthew N. Leeper

 

Regional Vice President None
LAO

Clay M. Leveritt

 

Regional Vice President None
LAO

Lorin E. Liesy

 

Vice President None
LAO

Louis K. Linquata

 

Senior Vice President None
LAO

Donald S. MacQuattie, Jr.

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

James M. Maher

 

Regional Vice President None
LAO

Brendan T. Mahoney

 

Senior Vice President None
LAO

Nathan G. Mains

 

Vice President None
 
 

 

LAO

Mark A. Marinella

 

Senior Vice President None
LAO Dana C. McCollum

Vice President

 

None
LAO

Joseph A. McCreesh, III

 

Vice President None
LAO

Ross M. McDonald

 

Regional Vice President None
LAO

Timothy W. McHale

 

Secretary None
LAO

Max J. McQuiston

 

Regional Vice President None
LAO

Scott M. Meade

 

Senior Vice President None
LAO

David A. Merrill

 

Assistant Vice President None
LAO

William C. Miller, Jr.

 

Senior Vice President None
LAO

William T. Mills

 

Vice President None
LAO

Sean C. Minor

 

Regional Vice President None
LAO

James R. Mitchell III

 

Vice President None
LAO

Charles L. Mitsakos

 

Senior Vice President None
LAO

Ryan D. Moore

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Steven A. Moreno

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

David H. Morrison

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Andrew J. Moscardini

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
NYO

Timothy J. Murphy

 

Vice President None
LAO

Jon Christian Nicolazzo

 

Vice President None
LAO

Earnest M. Niemi

 

Regional Vice President None
LAO

William E. Noe

 

Senior Vice President None
 
 

 

LAO

Matthew P. O’Connor

 

 

 

 

 

Director and Executive Vice President; Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Jonathan H. O’Flynn

 

Vice President None
LAO

Peter A. Olsen

 

Regional Vice President None
LAO

Jeffrey A. Olson

 

Vice President None
LAO

Thomas A. O’Neil

 

Vice President None
LAO

Gregory H. Ortman

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Shawn M. O’Sullivan

 

Vice President None
IND

Lance T. Owens

 

Regional Vice President None
LAO

Rodney Dean Parker II

 

Regional Vice President None
LAO

Lynn M. Patrick

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

W. Burke Patterson, Jr.

 

Senior Vice President None
LAO

Gary A. Peace

 

Senior Vice President None
LAO

Robert J. Peche

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

David K. Petzke

 

Senior Vice President None
IRV

John H. Phelan, Jr.

 

Director None
IND

Mary E. Phillips

 

Assistant Vice President None
LAO

Joseph M. Piccolo

 

Regional Vice President None
LAO

Keith A. Piken

 

Vice President None
LAO

John Pinto

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
 
 

 

LAO

Carl S. Platou

 

Senior Vice President None
LAO

David T. Polak

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Charles R. Porcher

 

Vice President None
SNO

Richard P. Prior

 

Senior Vice President None
LAO

Steven J. Quagrello

 

Vice President None
LAO

Mike Quinn

 

Senior Vice President None
LAO

James R. Raker

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
SNO

John P. Raney

 

Vice President None
LAO

James P. Rayburn

 

Vice President None
LAO

Rene M. Reincke

 

Vice President None
LAO

Jeffrey Robinson

 

Vice President None
LAO

Matthew M. Robinson

 

Regional Vice President None
LAO

Thomas W. Rose

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Suzette M. Rothberg

 

Senior Vice President None
LAO

James F. Rothenberg

 

Director None
LAO

Romolo D. Rottura

 

Senior Vice President None
LAO

Shane A. Russell

 

Regional Vice President None
LAO

William M. Ryan

 

Vice President None
LAO

Christopher M. Ryder

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Dean B. Rydquist

 

 

Director, Senior Vice President and Chief Compliance Officer None
 
 

 

IND

Brenda S. Rynski

 

Regional Vice President None
LAO

Richard A. Sabec, Jr.

 

Senior Vice President None
LAO

Paul V. Santoro

 

Senior Vice President None
LAO

Keith A. Saunders

 

Regional Vice President None
LAO

Joseph D. Scarpitti

 

Senior Vice President None
IRV

MaryAnn Scarsone

 

Assistant Vice President None
LAO

Mark A. Seaman

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

James J. Sewell III

 

Senior Vice President None
LAO

Arthur M. Sgroi

 

Senior Vice President None
LAO

Brad Short

 

Vice President None
LAO

Nathan W. Simmons

 

Vice President None
LAO

Connie F. Sjursen

 

Vice President None
LAO

Jerry L. Slater

 

Senior Vice President None
LAO

Matthew Smith

 

Assistant Vice President None
SNO

Stacy D. Smolka

 

Vice President None
LAO

J. Eric Snively

 

Vice President None
LAO

Therese L. Soullier

 

Vice President None
LAO

Kristen J. Spazafumo

 

Vice President None
LAO

Mark D. Steburg

 

Senior Vice President None
LAO

Michael P. Stern

 

Senior Vice President None
LAO

Andrew J. Strandquist

 

Regional Vice President

 

None
NYO

Andrew B. Suzman

 

Director Senior Vice President
LAO

Gary J. Thoma

 

Senior Vice President None
LAO

John B. Thomas

 

Vice President None
 
 

 

LAO

Cynrthia M. Thompson

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
HRO

Stephen B. Thompson

 

Regional Vice President None
LAO

Mark R. Threlfall

 

Vice President None
IND

James P. Toomey

 

Vice President None
LAO

Luke N. Trammell

 

Vice President None
IND

Christopher E. Trede

 

Vice President None
LAO

Jordan A. Trevino

 

Regional Vice President None
LAO

Shaun C. Tucker

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

David E. Unanue

 

Senior Vice President None
LAO

Scott W. Ursin-Smith

 

Senior Vice President None
LAO

Patrick D. Vance

 

Regional Vice President None
SNO

Cindy Vaquiax

 

Vice President None
LAO

Srinkanth Vemuri

 

Vice President None
LAO

J. David Viale

 

Senior Vice President None
LAO

Robert D. Vigneaux III

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
DCO

Bradley J. Vogt

 

Director None
LAO

Todd R. Wagner

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Jon N. Wainman

 

Regional Vice President None
LAO

Sherrie S. Walling

 

Assistant Vice President None
SNO

Chris L. Wammack

 

Vice President None
LAO

Thomas E. Warren

 

Senior Vice President None
 
 

 

LAO

George J. Wenzel

 

Senior Vice President None
LAO

Jason M. Weybrecht

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Adam B. Whitehead

 

Regional Vice President None
LAO

N. Dexter Williams

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO

Steven C. Wilson

 

Vice President None
LAO

Steven Wilson

 

Vice President None
LAO

Kurt A. Wuestenberg

 

Senior Vice President None
LAO

Jason P. Young

 

Senior Vice President None
LAO

Jonathan A. Young

 

Senior Vice President None
LAO

Raul Zarco, Jr.

 

 

 

Vice President, Capital Group Institutional Investment Services Division None

 

__________

DCO Business Address, 3000 K Street N.W., Suite 230, Washington, DC 20007-5140
GVO-1 Business Address, 3 Place des Bergues, 1201 Geneva, Switzerland
HRO Business Address, 5300 Robin Hood Road, Norfolk, VA 23513
IND Business Address, 12811 North Meridian Street, Carmel, IN 46032
IRV Business Address, 6455 Irvine Center Drive, Irvine, CA 92618
LAO Business Address, 333 South Hope Street, Los Angeles, CA  90071
LAO-W Business Address, 11100 Santa Monica Blvd., 15 th Floor, Los Angeles, CA  90025
NYO Business Address, 630 Fifth Avenue, 36 th Floor, New York, NY 10111
SFO Business Address, One Market, Steuart Tower, Suite 2000, San Francisco, CA 94105
SNO Business Address, 3500 Wiseman Boulevard, San Antonio, TX  78251

 

(c) None

 

 

 
 

Item 33. Location of Accounts and Records

 

Accounts, books and other records required by Rules 31a-1 and 31a-2 under the Investment Company Act of 1940, as amended, are maintained and kept in the offices of the Registrant’s investment adviser, Capital Research and Management Company, 333 South Hope Street, Los Angeles, California 90071, 6455 Irvine Center Drive, Irvine, California 92618; and/or 5300 Robin Hood Road, Norfolk, Virginia 23513.

 

Registrant’s records covering shareholder accounts are maintained and kept by its transfer agent, American Funds Service Company, 6455 Irvine Center Drive, Irvine, California 92618; 12811 North Meridian Street, Carmel, Indiana 46032; 14636 North Scottsdale Road, Scottsdale, Arizona 85254; 3500 Wiseman Boulevard, San Antonio, Texas 78251; and 5300 Robin Hood Road, Norfolk, Virginia 23513.

 

Registrant’s records covering portfolio transactions are maintained and kept by its custodian, JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, New York 10017-2070.

 

 

Item 34. Management Services

 

None

 

 

Item 35. Undertakings

 

n/a

 
 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City and County of San Francisco, and State of California, on the 28 th day of August 2014.

 

INTERNATIONAL GROWTH AND INCOME FUND

 

 

By: /s/ Patrick F. Quan

(Patrick F. Quan, Secretary)

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on August 28, 2014, by the following persons in the capacities indicated.

 

 

  Signature Title
(1) Principal Executive Officer:  
  /s/ Paul F. Roye Executive Vice President and Principal Executive Officer
  (Paul F. Roye)  
     
(2)

Principal Financial Officer and

Principal Accounting Officer:

 
  /s/ Jeffrey P. Regal Treasurer
  (Jeffrey P. Regal)  
     
(3) Trustees:  
  William H. Baribault* Trustee
  Vanessa C. L. Chang* Trustee
  Linda Griego* Trustee
  Leonade D. Jones* Trustee
  William D. Jones* Trustee
  James J. Postl* Trustee
  Margaret Spellings* Trustee
  Isaac Stein* Chairman of the Board (Independent and Non-Executive)
  /s/ Steven T. Watson Vice Chairman and Trustee
  (Steven T. Watson)  
  *By: /s/ Patrick F. Quan  
  (Patrick F. Quan, Attorney-in-Fact, Powers of Attorney enclosed)

 

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/ Liliane Corzo

(Liliane Corzo, Counsel)

 
 

POWER OF ATTORNEY

 

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

 

- American Balanced Fund (File No. 002-10758, File No. 811-00066)
- American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
- American Funds Corporate Bond Fund (File No. 333-183929, File No. 811-22744)
- American Funds Developing World Growth and Income Fund (File No. 333-190913, File No. 811-22881)
- American Funds Global High-Income Opportunities Fund (File No. 333-183930, File No. 811-22745)
- The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
- American Funds Inflation Linked Bond Fund (File No. 333-183931, File No. 811-22746)
- American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
- American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
- American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
- American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
- American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
- American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
- American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
- The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
- American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
- American High-Income Trust (File No. 033-17917, File No. 811-05364)
- The Bond Fund of America (File No. 002-50700, File No. 811-02444)
- Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
- The Income Fund of America (File No. 002-33371, File No. 811-01880)
- Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
- International Growth and Income Fund (File No. 333-152323, File No. 811-22215)
- Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
- Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
- The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)

 

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

 

Vincent P. Corti

Steven I. Koszalka

Patrick F. Quan

Michael W. Stockton

Courtney R. Taylor

Jennifer L. Butler

Julie E. Lawton

Raymond F. Sullivan, Jr.

Karl C. Grauman

Brian C. Janssen

Dori Laskin

Gregory F. Niland

Jeffrey P. Regal

 

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

 

EXECUTED at Irvine, CA , this 9 th day of September, 2013.

(City, State)

 

/s/ William H. Baribault

William H. Baribault, Board member

 
 

POWER OF ATTORNEY

 

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

 

- American Balanced Fund (File No. 002-10758, File No. 811-00066)
- American Funds Developing World Growth and Income Fund (File No. 333-190913, File No. 811-22881)
- EuroPacific Growth Fund (File No. 002-83847, File No. 811-03734)
- EuroPacific Growth Fund
- The Income Fund of America (File No. 002-33371, File No. 811-01880)
- International Growth and Income Fund (File No. 333-152323, File No. 811-22215)
- New Perspective Fund (File No. 002-47749, File No. 811-02333)
- New World Fund, Inc. (File No. 333-67455, File No. 811-09105)
- American Funds New World Fund

 

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

 

Vincent P. Corti

Steven I. Koszalka

Patrick F. Quan

Michael W. Stockton

Courtney R. Taylor

Jennifer L. Butler

Julie E. Lawton

Raymond F. Sullivan, Jr.

Brian C. Janssen

Jeffrey P. Regal

 

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

 

EXECUTED at Irvine, CA , this 9 th day of September, 2013.

(City, State)

 

 

/s/ Vanessa C. L. Chang

Vanessa C. L. Chang, Board member

 
 

POWER OF ATTORNEY

 

I, Linda Griego, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

- American Balanced Fund (File No. 002-10758, File No. 811-00066)
- American Funds Developing World Growth and Income Fund (File No. 333-190913, File No. 811-22881)
- The Income Fund of America (File No. 002-33371, File No. 811-01880)
- International Growth and Income Fund (File No. 333-152323, File No. 811-22215)

 

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

 

Vincent P. Corti

Steven I. Koszalka

Patrick F. Quan

Michael W. Stockton

Courtney R. Taylor

Jennifer L. Butler

Julie E. Lawton

Raymond F. Sullivan, Jr.

Jeffrey P. Regal

 

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

 

EXECUTED at Irvine, CA , this 9 th day of September, 2013.

(City, State)

 

 

/s/ Linda Griego

Linda Griego, Board member

 
 

POWER OF ATTORNEY

 

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

 

- American Balanced Fund (File No. 002-10758, File No. 811-00066)
- American Funds Developing World Growth and Income Fund (File No. 333-190913, File No. 811-22881)
- American Funds Fundamental Investors (File No. 002-10760, File No. 811-00032)
- Capital Income Builder (File No. 033-12967, File No. 811-05085)
- Capital World Growth and Income Fund (File No. 033-54444, File No. 811-07338)
- The Growth Fund of America (File No. 002-14728, File No. 811-00862)
- The Income Fund of America (File No. 002-33371, File No. 811-01880)
- International Growth and Income Fund (File No. 333-152323, File No. 811-22215)
- The New Economy Fund (File No. 002-83848, File No. 811-03735)
- The New Economy Fund
- SMALLCAP World Fund, Inc. (File No. 033-32785, File No. 811-05888)
- SMALLCAP World Fund

 

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

 

Vincent P. Corti

Steven I. Koszalka

Patrick F. Quan

Michael W. Stockton

Courtney R. Taylor

Jennifer L. Butler

Julie E. Lawton

Raymond F. Sullivan, Jr.

Jeffrey P. Regal

Neal F. Wellons

 

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

 

EXECUTED at Irvine, CA , this 9 th day of September, 2013.

(City, State)

 

 

/s/ Leonade D. Jones

Leonade D. Jones, Board member

 
 

POWER OF ATTORNEY

 

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

 

- AMCAP Fund (File No. 002-26516, File No. 811-01435)
- American Balanced Fund (File No. 002-10758, File No. 811-00066)
- American Funds Developing World Growth and Income Fund (File No. 333-190913, File No. 811-22881)
- American Funds Global Balanced Fund (File No. 333-170605, File No. 811-22496)
- American Mutual Fund (File No. 002-10607, File No. 811-00572)
- The Income Fund of America (File No. 002-33371, File No. 811-01880)
- International Growth and Income Fund (File No. 333-152323, File No. 811-22215)
- The Investment Company of America (File No. 002-10811, File No. 811-00116)

 

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

 

Vincent P. Corti

Steven I. Koszalka

Patrick F. Quan

Michael W. Stockton

Courtney R. Taylor

Jennifer L. Butler

Julie E. Lawton

Raymond F. Sullivan, Jr.

Brian D. Bullard

Jeffrey P. Regal

Ari M. Vinocor

 

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

 

EXECUTED at Irvine, CA , this 9 th day of September, 2013.

(City, State)

 

 

/s/ William D. Jones

William D. Jones, Board member

 
 

POWER OF ATTORNEY

 

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

 

- American Balanced Fund (File No. 002-10758, File No. 811-00066)
- American Funds Developing World Growth and Income Fund (File No. 333-190913, File No. 811-22881)
- The Income Fund of America (File No. 002-33371, File No. 811-01880)
- International Growth and Income Fund (File No. 333-152323, File No. 811-22215)

 

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

 

Vincent P. Corti

Steven I. Koszalka

Patrick F. Quan

Michael W. Stockton

Courtney R. Taylor

Jennifer L. Butler

Julie E. Lawton

Raymond F. Sullivan, Jr.

Jeffrey P. Regal

 

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

 

EXECUTED at Irvine, CA , this 9 th day of September, 2013.

(City, State)

 

 

/s/ James J. Postl

James J. Postl, Board member

 
 

POWER OF ATTORNEY

 

I, Margaret Spellings, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

- American Balanced Fund (File No. 002-10758, File No. 811-00066)
- American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
- American Funds Corporate Bond Fund (File No. 333-183929, File No. 811-22744)
- American Funds Developing World Growth and Income Fund (File No. 333-190913, File No. 811-22881)
- American Funds Global High-Income Opportunities Fund (File No. 333-183930, File No. 811-22745)
- The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
- American Funds Inflation Linked Bond Fund (File No. 333-183931, File No. 811-22746)
- American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
- American Funds Money Market Fund (File No. 333-157162, File No. 811-22277)
- American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
- American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
- American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
- American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
- American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
- The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
- American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
- American High-Income Trust (File No. 033-17917, File No. 811-05364)
- The Bond Fund of America (File No. 002-50700, File No. 811-02444)
- Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
- The Income Fund of America (File No. 002-33371, File No. 811-01880)
- Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
- International Growth and Income Fund (File No. 333-152323, File No. 811-22215)
- Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
- Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
- The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)

 

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

 

Vincent P. Corti

Steven I. Koszalka

Patrick F. Quan

Michael W. Stockton

Courtney R. Taylor

Jennifer L. Butler

Julie E. Lawton

Raymond F. Sullivan, Jr.

Karl C. Grauman

Brian C. Janssen

Dori Laskin

Gregory F. Niland

Jeffrey P. Regal

 

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

 

EXECUTED at Irvine, CA , this 9 th day of September, 2013.

(City, State)

 

/s/ Margaret Spellings

Margaret Spellings, Board member

 
 

POWER OF ATTORNEY

 

I, Isaac Stein, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 

- American Balanced Fund (File No. 002-10758, File No. 811-00066)
- American Funds Developing World Growth and Income Fund (File No. 333-190913, File No. 811-22881)
- The Income Fund of America (File No. 002-33371, File No. 811-01880)
- International Growth and Income Fund (File No. 333-152323, File No. 811-22215)

 

hereby revoke all previous powers of attorney I have signed and otherwise act in my name and behalf in matters involving the Funds and do hereby constitute and appoint

 

Vincent P. Corti

Steven I. Koszalka

Patrick F. Quan

Michael W. Stockton

Courtney R. Taylor

Jennifer L. Butler

Julie E. Lawton

Raymond F. Sullivan, Jr.

Jeffrey P. Regal

 

each of them singularly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, any and all subsequent Amendments, or Post-Effective Amendments to said Registration Statement on Form N-1A or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940 as amended, and all related requirements of the U. S. Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.

 

EXECUTED at Irvine, CA , this 9 th day of September, 2013.

(City, State)

 

 

/s/ Isaac Stein

Isaac Stein, Board member

 

 

 
 

 

Certificate of Establishment and Designation of Class R-2E Shares

for

INTERNATIONAL GROWTH AND INCOME FUND

 

The trustees, constituting at least a majority of the trustees of International Growth and Income Fund, a Delaware statutory trust (the “Trust”), have established and designated pursuant to Section 2.6 of the Amended and Restated Agreement and Declaration of Trust of the Trust dated December 6, 2012 (the “Declaration”), a Class of shares of the Trust to be known as Class R-2E Shares (the “Designated Class”).

1. Rights, Preferences and Characteristics . The Designated Class shall have the relative rights, preferences and characteristics described in the Declaration and the Trust’s then currently effective registration statement under the Securities Act of 1933, as amended (the “Registration Statement”), relating to the Designated Class. Any rights, preferences, qualifications, limitations and restrictions with respect to Classes generally that are set forth in the Declaration shall apply to the Designated Class unless otherwise specified in the Registration Statement, in which case those specified in the Registration Statement shall control.

2. Authorization of Officers . The trustees have authorized and directed the officers of the Trust to take or cause to be taken any and all actions, to execute and deliver any and all certificates, instructions, requests or other instruments, make such payments and to do any and all things that in their discretion may be necessary or advisable to effect the matters referenced herein and as may be necessary or advisable for the conduct of the business of the Trust.

 

3. Incorporation of Defined Terms . Capitalized terms which are not defined herein shall have the meaning ascribed to those terms in the Declaration.

INTERNATIONAL GROWTH AND

INCOME FUND

 

 

/s/ Patrick F. Quan __________________

Patrick F. Quan

Secretary

 

[name of fund]

 

AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT

 

 

THIS AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT, is between [NAME OF FUND], [a Delaware statutory trust] (the “Fund”), and AMERICAN FUNDS DISTRIBUTORS, INC., a California corporation (the “Distributor”).

 

W I T N E S S E T H:

 

WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end diversified investment company which offers [seventeen] classes of shares of [common stock/beneficial interest], designated as [Class A shares, Class B shares, Class C shares, Class F-1 shares, Class F-2 shares, Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares, Class 529-F-1 shares, Class R-1 shares, Class R-2 shares, Class R-2E shares, Class R-3 shares, Class R-4 shares, Class R-5 shares, and Class R-6 shares], and it is a part of the business of the Fund, and affirmatively in the interest of the Fund, to offer shares of the Fund either from time to time or continuously as determined by the Fund's officers subject to authorization by its Board of Trustees;

 

WHEREAS, the Distributor is engaged in the business of promoting the distribution of shares of investment companies through securities broker-dealers; and

 

WHEREAS, the Fund and the Distributor wish to enter into an agreement with each other to promote the distribution and servicing of the shares of the Fund and of all series or classes of the Fund which may be established in the future;

 

NOW, THEREFORE, the parties agree as follows:

 

1. (a) The Distributor shall be the exclusive principal underwriter for the sale of the shares of the Fund and of each series or class of the Fund which may be established in the future, except as otherwise provided pursuant to the following subsection (b). The terms “shares of the Fund” or “shares” as used herein shall mean shares of [common stock/beneficial interest] of the Fund and each series or class which may be established in the future and become covered by this Agreement in accordance with Section 31 of this Agreement.

 

(b) The Fund may, upon 60 days written notice to the Distributor, from time to time designate other principal underwriters of its shares with respect to areas other than the North American continent, Hawaii, Puerto Rico, and such countries or other jurisdictions as to which the Fund may have expressly waived in writing its right to make such designation. In the event of such designation, the right of the Distributor under this Agreement to sell shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full force and effect until terminated in accordance with the other provisions hereof.

 

 
 

2. In the sale of shares of the Fund, the Distributor shall act as agent of the Fund except in any transaction in which the Distributor sells such shares as a dealer to the public, in which event the Distributor shall act as principal for its own account.

 

3. The Fund shall sell shares only through the Distributor, except that the Fund may, to the extent permitted by the 1940 Act and the rules and regulations promulgated thereunder or pursuant thereto, at any time:

 

(a) issue shares to any corporation, association, trust, partnership or other organization, or its, or their, security holders, beneficiaries or members, in connection with a merger, consolidation or reorganization to which the Fund is a party, or in connection with the acquisition of all or substantially all the property and assets of such corporation, association, trust, partnership or other organization;

 

(b) issue shares at net asset value to the holders of shares of capital stock or beneficial interest of other investment companies served as investment adviser by any affiliated company or companies of The Capital Group Companies, Inc., to the extent of all or any portion of amounts received by such shareholders upon redemption or repurchase of their shares by the other investment companies;

 

(c) issue shares at net asset value to its shareholders in connection with the reinvestment of dividends paid and other distributions made by the Fund;

 

(d) issue shares at net asset value to persons entitled to purchase shares at net asset value without sales charge or contingent deferred sales charge as described in the Fund's current Registration Statement in effect under the Securities Act of 1933, as amended, for each series issued by the Fund at the time of such offer or sale.

 

4. The Distributor shall devote its best efforts to the sale of shares of the Fund and shares of any other mutual funds served as investment adviser by affiliated companies of The Capital Group Companies, Inc., and insurance contracts funded by shares of such mutual funds, for which the Distributor has been authorized to act as principal underwriter for the sale of shares. The Distributor shall maintain a sales organization suited to the sale of shares of the Fund and shall use its best efforts to effect such sales in jurisdictions as to which the Fund shall have expressly waived in writing its right to designate another principal underwriter pursuant to subsection 1(b) hereof, and shall effect and maintain appropriate qualification to do so in all those jurisdictions in which it sells or offers shares for sale and in which qualification is required.

 

5. Within the United States of America, all dealers to whom the Distributor shall offer and sell shares must be duly licensed and qualified to sell shares of the Fund. Shares sold to dealers shall be for resale by such dealers only at the public offering price set forth in the current summary prospectus and/or prospectus of the Fund's Registration Statement in effect under the Securities Act of 1933, as amended (“Prospectus”). The Distributor shall not, without the consent of the Fund, sell or offer for sale any shares of a

 
 

series or class issued by the Fund other than as principal underwriter pursuant to this Agreement.

 

6. In its sales to dealers, it shall be the responsibility of the Distributor to ensure that such dealers are appropriately qualified to transact business in the shares under applicable laws, rules and regulations promulgated by such national, state, local or other governmental or quasi-governmental authorities as may in a particular instance have jurisdiction.

 

7. The applicable public offering price of shares shall be the price which is equal to the net asset value per share, as shall be determined by the Fund in the manner and at the time or times set forth in and subject to the provisions of the Prospectus of the Fund.

 

8. All orders for shares received by the Distributor shall, unless rejected by the Distributor or the Fund, be accepted by the Distributor immediately upon receipt and confirmed at an offering price determined in accordance with the provisions of the Prospectus and the 1940 Act, and applicable rules in effect thereunder. The Distributor shall not hold orders subject to acceptance nor otherwise delay their execution. The provisions of this Section shall not be construed to restrict the right of the Fund to withhold shares from sale under Section 26 hereof.

 

9. The Fund or its transfer agent shall be promptly advised of all orders received, and shall cause shares to be issued upon payment therefor in New York or Los Angeles Clearing House Funds.

 

10. The Distributor shall adopt and follow procedures as approved by the officers of the Fund for the confirmation of sales to dealers, the collection of amounts payable by dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the Securities and Exchange Commission or the Financial Industry Regulatory Authority (“FINRA”), as such requirements may from time to time exist.

 

11. The Distributor, as principal underwriter under this Agreement for Class A shares, shall receive (i) that part of the sales charge which is retained by the Distributor after allowance of discounts to dealers, unless waived by the Distributor for certain qualified fee-based programs, as set forth in the Prospectus of the Fund, and (ii) amounts payable to the Distributor pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class A shares.

 

12. The Distributor, as principal underwriter under this agreement for Class B shares shall receive (i) distribution fees as compensation for the sale of Class B shares and contingent deferred sales charges (“CDSC”) (as defined below), as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class B shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class B shares (the “Class B Plan”).

 

 
 

(a) In accordance with the Class B Plan, and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor provision thereto), the Fund shall pay to the Distributor or, at the Distributor's direction, to a third-party, monthly in arrears on or prior to the 10 th business day of the following calendar month, the Distributor's Allocable Portion (as defined below) of a fee (the “Distribution Fee”) which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B shares of the Fund outstanding on such day. The Fund agrees to withhold from redemption proceeds of the Class B shares, the Distributor's Allocable Portion of any CDSCs payable with respect to the Class B shares, as provided in the Fund's Prospectus, and to pay the same over to the Distributor or, at the Distributor's direction to a third-party, at the time the redemption proceeds are payable to the holder of such shares redeemed. Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Class B Plan.

 

(b) For purposes of this Agreement, the term “Allocable Portion” of Distribution Fees and CDSCs payable with respect to Class B shares shall mean the portion of such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached hereto as Schedule A.

 

(c) The Distributor shall be considered to have completely earned the right to the payment of its Allocable Portion of the Distribution Fees and the right to payment of its Allocable Portion of the CDSCs with respect to each “Commission Share” (as defined in the Allocation Schedule attached hereto as Schedule A) upon the settlement date of such Commission Share taken into account in determining the Distributor's Allocable Portion of Distribution Fees.

 

(d) The provisions set forth in Section 1 of the Class B Plan (in effect on the date hereof) relating to Class B shares, together with the related definitions are hereby incorporated into this Section 12 by reference with the same force and effect as if set forth herein in their entirety.

 

13. The Distributor, as principal underwriter under this agreement for Class C shares shall receive (i) distribution fees as commissions for the sale of Class C shares and CDSCs, as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class C shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class C shares (the “Class C Plan”).

 

(a) In accordance with the Class C Plan, and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor provision thereto), the Fund shall pay to the Distributor, no more frequently than monthly in arrears within 30 days of receipt of an invoice for payment, the Distributor's Allocable Portion (as defined below) of a fee (the “Distribution Fee”) which shall accrue daily in an amount equal to the daily equivalent of 0.75% per annum of the net asset value of the Class C shares outstanding on such day. The Fund agrees to withhold from redemption

 
 

proceeds of the Class C shares, the Distributor's Allocable Portion of any CDSCs payable with respect to the Class C shares, as provided in the Fund's Prospectus and to pay the same over to the Distributor, or, at the Distributor's direction to a third party, at the time the redemption proceeds are payable to the holder of such shares redeemed. Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Class C Plan.

 

(b) For purposes of this Agreement, the term “Allocable Portion” of Distribution Fees and CDSCs payable with respect to Class C shares shall mean the portion of such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached hereto as Schedule B.

 

(c) The Distributor shall be considered to have completely earned the right to the payment of its Allocable Portion of the Distribution Fees and the right to payment of its Allocable Portion of the CDSCs with respect to each “Commission Share” (as defined in the Allocation Schedule attached hereto as Schedule B) upon the settlement date of such Commission Share taken into account in determining the Distributor's Allocable Portion of Distribution Fees.

 

(d) The provisions set forth in Section 1 of the Class C Plan (in effect on the date hereof) relating to Class C shares, together with the related definitions are hereby incorporated into this Section 13 by reference with the same force and effect as if set forth herein in their entirety.

 

14. The Distributor, as principal underwriter under this agreement for Class F-1 shares shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class F-1 shares as compensation for the sale of Class F-1 shares as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class F-1 shares. The payment of distribution and service fees is pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class F-1 shares (the “Class F-1 Plan”). The actual amounts paid shall be determined by the Board of Trustees of the Fund.

 

15. The Distributor, as principal underwriter under this Agreement for Class F-2 shares, shall receive no compensation.

 

16. The Distributor, as principal underwriter under this Agreement for Class 529-A shares, shall receive (i) that part of the sales charge which is retained by the Distributor after allowance of discounts to dealers, unless waived by the Distributor for certain qualified fee-based programs, as set forth in the Prospectus of the Fund, and (ii) amounts payable to the Distributor pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-A shares. The actual amounts paid shall be determined by the Board of Trustees of the Fund.

 

17. The Distributor, as principal underwriter under this agreement for Class 529-B shares shall receive (i) distribution fees as compensation for the sale of Class 529-B

 
 

shares and CDSCs, as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-B shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-B shares (the “Class 529-B Plan”).

 

(a) In accordance with the Class 529-B Plan, and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor provision thereto), the Fund shall pay to the Distributor or, at the Distributor's direction, to a third-party, monthly in arrears on or prior to the 10th business day of the following calendar month, the Distributor's Allocable Portion (as defined below) of a fee (the “Distribution Fee”) which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class 529-B shares of the Fund outstanding on such day. The Fund agrees to withhold from redemption proceeds of the Class 529-B shares, the Distributor's Allocable Portion of any CDSCs payable with respect to the Class 529-B shares, as provided in the Fund's Prospectus, and to pay the same over to the Distributor or, at the Distributor's direction to a third party, at the time the redemption proceeds are payable to the holder of such shares redeemed. Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Class 529-B Plan.

 

(b) For purposes of this Agreement, the term “Allocable Portion” of Distribution Fees and CDSCs payable with respect to Class 529-B shares shall mean the portion of such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached hereto as Schedule C.

 

(c) The Distributor shall be considered to have completely earned the right to the payment of its Allocable Portion of the Distribution Fees and the right to payment of its Allocable Portion of the CDSCs with respect to each “Commission Share” (as defined in the Allocation Schedule attached hereto as Schedule C) upon the settlement date of such Commission Share taken into account in determining the Distributor's Allocable Portion of Distribution Fees.

 

(d) The provisions set forth in Section 1 of the Class 529-B Plan (in effect on the date hereof) relating to Class 529-B shares, together with the related definitions are hereby incorporated into this Section 17 by reference with the same force and effect as if set forth herein in their entirety.

 

18. The Distributor, as principal underwriter under this agreement for Class 529-C shares shall receive (i) distribution fees as compensation for the sale of Class 529-C shares and CDSCs, as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-C shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-C shares (the “Class 529-C Plan”).

 

(a) In accordance with the Class 529-C Plan, and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor

 
 

provision thereto), the Fund shall pay to the Distributor, no more frequently than monthly in arrears within 30 days of receipt of an invoice for payment, the Distributor's Allocable Portion (as defined below) of a fee (the “Distribution Fee”) which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class 529-C shares of the Fund outstanding on such day. The Fund agrees to withhold from redemption proceeds of the Class 529-C shares, the Distributor's Allocable Portion of any CDSCs payable with respect to the Class 529-C shares, as provided in the Fund's Prospectus, and to pay the same over to the Distributor or, at the Distributor's direction to a third party, at the time the redemption proceeds are payable to the holder of such shares redeemed. Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Class 529-C Plan.

 

(b) For purposes of this Agreement, the term “Allocable Portion” of Distribution Fees and CDSCs payable with respect to Class 529-C shares shall mean the portion of such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached hereto as Schedule D.

 

(c) The Distributor shall be considered to have completely earned the right to the payment of its Allocable Portion of the Distribution Fees and the right to payment of its Allocable Portion of the CDSCs with respect to each “Commission Share” (as defined in the Allocation Schedule attached hereto as Schedule D) upon the settlement date of such Commission Share taken into account in determining the Distributor's Allocable Portion of Distribution Fees.

 

(d) The provisions set forth in Section 1 of the Class 529-C Plan (in effect on the date hereof ) relating to Class 529-C shares, together with the related definitions are hereby incorporated into this Section 18 by reference with the same force and effect as if set forth herein in their entirety.

 

19. The Distributor, as principal underwriter under this agreement for Class 529-E shares shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-E shares as compensation for the sale of Class 529-E shares as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-E shares. The payment of distribution and service fees is pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-E shares (the “Class 529-E Plan”). The actual amounts paid shall be determined by the Board of Trustees of the Fund.

 

20. The Distributor, as principal underwriter under this agreement for Class 529-F-1 shares, shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-F-1 shares as compensation for the sale of Class 529-F-1 shares as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-F-1 shares. The payment of distribution and service fees is pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-F-1 shares (the

 
 

“Class 529-F-1 Plan”). The actual amounts paid shall be determined by the Board of Trustees of the Fund.

 

21. The Distributor, as principal underwriter under this agreement for each of the Class R shares shall receive (i) distribution fees as compensation for the sale of Class R-1, R-2, R-2E, R-3, R-4, R-5 and R-6 shares (collectively, “Class R shares”), and (ii) shareholder service fees as set forth below. The payment of distribution and service fees is pursuant to the Fund's various Plans of Distribution under Rule 12b-1 under the 1940 Act relating to each of the Class R shares (the “Class R Plans”). For purposes of the following chart the fee rates represent annual fees as a percentage of average daily net assets of the respective share class. Fees shall accrue daily and be paid monthly. The actual amounts paid shall be determined by the Board of Trustees of the Fund, and are currently as follows:

 

Share Class   Distribution Fee   Service Fee
  Class R-1       0.75 %     0.25 %
  Class R-2       0.50 %     0.25 %
  Class R-2E       0.35 %     0.25 %
  Class R-3       0.25 %     0.25 %
  Class R-4       0.00 %     0.25 %
  Class R-5       0.00 %     0.00 %
  Class R-6       0.00 %     0.00 %

 

22. The Fund agrees to use its best efforts to maintain its registration as a diversified open-end management investment company under the 1940 Act.

 

23. The Fund agrees to use its best efforts to maintain an effective Prospectus under the Securities Act of 1933, as amended, and warrants that such Prospectus will contain all statements required by and will conform with the requirements of such Securities Act of 1933 and the rules and regulations thereunder, and that no part of any such Prospectus, at the time the Registration Statement of which it is a part becomes effective, will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading (excluding any information provided by the Distributor in writing for inclusion in the Prospectus). The Distributor agrees and warrants that it will not in the sale of shares use any Prospectus, advertising or sales literature not approved by the Fund or its officers nor make any untrue statement of a material fact nor omit the stating of a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading. The Distributor agrees to indemnify and hold the Fund harmless from any and all loss, expense, damage and liability resulting from a breach of the agreements and warranties contained in this Section, or from the use of any sales literature, information, statistics or other aid or device employed in connection with the sale of shares.

 

24. The expense of each printing of each Prospectus and each revision thereof or addition thereto deemed necessary by the Fund's officers to meet the

 
 

requirements of applicable laws shall be divided between the Fund, the Distributor and any other principal underwriter of the shares of the Fund as follows:

 

(a) the Fund shall pay the typesetting and make-ready charges;

 

(b) the printing charges shall be prorated between the Fund, the Distributor, and any other principal underwriter(s) in accordance with the number of copies each receives; and

 

(c) expenses incurred in connection with the foregoing, other than to meet the requirements of the Securities Act of 1933, as amended, or other applicable laws, shall be borne by the Distributor, except in the event such incremental expenses are incurred at the request of any other principal underwriter(s), in which case such incremental expenses shall be borne by the principal underwriter(s) making the request.

 

25. The Fund agrees to use its best efforts to qualify and maintain the qualification of an appropriate number of the shares of each series or class it offers for sale under the securities laws of such states as the Distributor and the Fund may approve. Any such qualification for any series or class may be withheld, terminated or withdrawn by the Fund at any time in its discretion. The expense of qualification and maintenance of qualification shall be borne by the Fund, but the Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund or its counsel in connection with such qualifications.

 

26. The Fund may withhold shares of any series or class from sale to any person or persons or in any jurisdiction temporarily or permanently if, in the opinion of its counsel, such offer or sale would be contrary to law or if the Trustees or the President or any Vice President of the Fund determines that such offer or sale is not in the best interest of the Fund. The Fund will give prompt notice to the Distributor of any withholding and will indemnify it against any loss suffered by the Distributor as a result of such withholding by reason of non-delivery of shares of any series or class after a good faith confirmation by the Distributor of sales thereof prior to receipt of notice of such withholding.

 

27. (a) This Agreement may be terminated at any time, without payment of any penalty, as to the Fund or any series on sixty (60) days written notice by the Distributor to the Fund.

 

(b) This Agreement may be terminated as to the Fund or any series or class by either party upon five (5) days written notice to the other party in the event that the Securities and Exchange Commission has issued an order or obtained an injunction or other court order suspending effectiveness of the Registration Statement covering the shares of the Fund or such series or class.

 

 
 

(c) This Agreement may be terminated as to the Fund or any series or class by the Fund upon five (5) days written notice to the Distributor provided either of the following events has occurred:

 

(i) FINRA has expelled the Distributor or suspended its membership in that organization; or

 

(ii) the qualification, registration, license or right of the Distributor to sell shares of any series in a particular state has been suspended or canceled by the State of California or any other state in which sales of the shares of the Fund or such series during the most recent 12-month period exceeded 10% of all shares of such series sold by the Distributor during such period.

 

(d) This Agreement may be terminated as to the Fund or any series or class at any time on sixty (60) days written notice to the Distributor without the payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund or such series or class.

 

28. This Agreement shall not be assignable by either party hereto and in the event of assignment shall automatically terminate forthwith. The term “assignment” shall have the meaning set forth in the 1940 Act. Notwithstanding this Section, this Agreement, with respect to the Fund's Class B and Class 529-B shares, has been approved in accordance with Section 31 in anticipation of the Distributor's transfer of its Allocable Portion of Distribution Fees and CDSCs (but not its obligations under this Agreement) to a third-party pursuant to a “Purchase and Sale Agreement” in order to raise funds to cover distribution expenditures, and such transfer will not cause a termination of this Agreement. If Distributor determines to transfer its Allocable Portion of Distribution Fees and CDSCs in respect of Class C or Class 529-C shares to a third party, such transfer shall not cause a termination of this Agreement.

 

29. No provision of this Agreement shall protect or purport to protect the Distributor against any liability to the Fund or holders of its shares for which the Distributor would otherwise be liable by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Distributor’s obligations under this Agreement.

 

30. This Agreement shall become effective on [DATE]. Unless sooner terminated in accordance with the other provisions hereof, this Agreement shall continue in effect until [DATE], and shall continue in effect from year to year thereafter but only so long as such continuance is specifically approved at least annually by (i) the vote of a majority of the Independent Trustees of the Fund cast in person at a meeting called for the purpose of voting on such approval, and (ii) the vote of either a majority of the entire Board of Trustees of the Fund or a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Fund.

 

 
 

31. If the Fund shall at any time issue shares in more than one series or class, this Agreement shall take effect with respect to such series or class of the Fund which may be established in the future at such time as it has been approved as to such series or class by vote of the Board of Trustees and the Independent Trustees in accordance with Section 30. The Agreement as approved with respect to any series or class shall specify the compensation payable to the Distributor pursuant to Sections 11 through 21, as well as any provisions which may differ from those herein with respect to such series, subject to approval in writing by the Distributor.

 

32. This Agreement may be approved, amended, continued or renewed with respect to a series or class as provided herein notwithstanding such approval, amendment, continuance or renewal has not been effected with respect to any one or more other series or class of the Fund.

 

33. This Agreement shall be construed under and shall be governed by the laws of the State of California, and the parties hereto agree that proper venue of any action with respect hereto shall be Los Angeles County, California.

 

 

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate original by their officers thereunto duly authorized, as of [DATE].

 

AMERICAN FUNDS DISTRIBUTORS, INC.

[NAME OF FUND]
   
By________________________ By________________________

Kevin G. Clifford

[                                  ]

Chairman, President and

Vice Chairman, President and

Chief Executive Officer

Principal Executive Officer
   
   
By________________________ By________________________

Timothy W. McHale

[                                  ]

Secretary

Secretary

 

 

 
 

 

SCHEDULE A

to the

Principal Underwriting Agreement

 

ALLOCATION SCHEDULE

 

 

The following relates solely to Class B shares.

 

The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class B shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class B shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class B shares shall be allocated among the Distributor and any successor distributor (“ Successor Distributor ”) in accordance with this Schedule.

 

Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”), of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:

 

Commission Share ” means each B share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any B share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.

 

Date of Original Issuance ” means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.

 

“Free Share” means, in respect of a Fund, each B share of the Fund, other than a Commission Share (including, without limitation, any B share issued in connection with the reinvestment of dividends or capital gains).

 

Inception Date ” means in respect of a Fund, the first date on which the Fund issued shares.

 

Net Asset Value ” means the net asset value determined as set forth in the Prospectus of each Fund.

 

Omnibus Share ” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”). If, subsequent to the Successor Distributor becoming

 
 

exclusive distributor of the Class B shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that NonOmnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.

 

PART I: ATTRIBUTION OF CLASS B SHARES

 

Class B shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

 

(1) Commission Shares other than Omnibus Shares :

 

(a) Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class B shares of the Fund.

 

(b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class B shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class B shares of the Fund.

 

(c) A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the “ Redeeming Fund ”) in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.

 

(2) Free Shares :

 

Free Shares that are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date; provided that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance

 
 

for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

 

(3) Omnibus Shares :

 

Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date; provided that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

 

PART II: ALLOCATION OF CDSCs

 

(1) CDSCs Related to the Redemption of Non-Omnibus Commission Shares :

 

CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.

 

(2) CDSCs Related to the Redemption of Omnibus Shares :

 

CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof; provided , that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.

 

PART III: ALLOCATION OF DISTRIBUTION FEE

 

Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:

 

 
 

 

(1) The portion of the aggregate Distribution Fee accrued in respect of all Class B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:

 

(A + C)/2

(B + D)/2

 

where:

 

A= The aggregate Net Asset Value of all Class B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month

 

B= The aggregate Net Asset Value of all Class B shares of a Fund at the beginning of such calendar month

 

C= The aggregate Net Asset Value of all Class B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month

 

D= The aggregate Net Asset Value of all Class B shares of a Fund at the end of such calendar month

 

(2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:

 

(A)/(B)

 

where:

 

A= Average Net Asset Value of all such Class B shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be

 

B= Total average Net Asset Value of all such Class B shares of a Fund for such calendar month

 

 
 

 

PART IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION

 

The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class B shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided , however , if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the NASD Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.

 

 
 

 

SCHEDULE B

to the

Principal Underwriting Agreement

 

ALLOCATION SCHEDULE

 

 

The following relates solely to Class C shares.

 

The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class C shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class C shares shall be allocated among the Distributor and any successor distributor (“ Successor Distributor ”) in accordance with this Schedule. At such time as the Distributor's Allocable Portion of the Distribution Fees equals zero, the Successor Distributor shall become the Distributor for purposes of this Allocation Schedule.

 

Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”), of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:

 

Commission Share ” means each C share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any C share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.

 

Date of Original Issuance ” means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.

 

Free Share ” means, in respect of a Fund, each C share of the Fund, other than a Commission Share (including, without limitation, any C share issued in connection with the reinvestment of dividends or capital gains).

 

Inception Date ” means in respect of a Fund, the first date on which the Fund issued shares.

 

Net Asset Value ” means the net asset value determined as set forth in the Prospectus of each Fund.

 

 
 

Omnibus Share ” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“ Omnibus Selling Agents ”). If, subsequent to the Successor Distributor becoming exclusive distributor of the Class C shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner as Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.

 

PART I: ATTRIBUTION OF CLASS C SHARES

 

Class C shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

 

(1) Commission Shares other than Omnibus Shares :

 

(a) Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

 

(b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class C shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

 

(c) A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the “ Redeeming Fund ”) in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.

 

 
 

 

(2) Free Shares :

 

Free Shares that are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date; provided that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

 

(3) Omnibus Shares :

 

Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date; provided that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

 

PART II: ALLOCATION OF CDSCs

 

(1) CDSCs Related to the Redemption of Non-Omnibus Commission Shares :

 

CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.

 

(2) CDSCs Related to the Redemption of Omnibus Shares :

 

CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof; provided , that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.

 

 
 

 

PART III: ALLOCATION OF DISTRIBUTION FEE

 

Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:

 

(1) The portion of the aggregate Distribution Fee accrued in respect of all Class C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:

 

(A + C)/2

(B + D)/2

 

where:

 

A= The aggregate Net Asset Value of all Class C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month

 

B= The aggregate Net Asset Value of all Class C shares of a Fund at the beginning of such calendar month

 

C= The aggregate Net Asset Value of all Class C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month

 

D= The aggregate Net Asset Value of all Class C shares of a Fund at the end of such calendar month

 

(2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:

 

(A)/(B)

 

where:

 

A= Average Net Asset Value of all such Class C shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be

 

 
 
B= Total average Net Asset Value of all such Class C shares of a Fund for such calendar month

 

PART IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION

 

The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class C shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided , however, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the NASD Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.

 

 
 

 

SCHEDULE C

to the

Principal Underwriting Agreement

 

ALLOCATION SCHEDULE

 

 

The following relates solely to Class 529-B shares.

 

The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-B shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-B shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-B shares shall be allocated among the Distributor and any successor distributor (“ Successor Distributor ”) in accordance with this Schedule.

 

Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”), of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:

 

Commission Share ” means each 529-B share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any 529-B share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.

 

Date of Original Issuance ” means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.

 

Free Share ” means, in respect of a Fund, each 529-B share of the Fund, other than a Commission Share (including, without limitation, any 529-B share issued in connection with the reinvestment of dividends or capital gains).

 

Inception Date ” means in respect of a Fund, the first date on which the Fund issued shares.

 

Net Asset Value ” means the net asset value determined as set forth in the Prospectus of each Fund.

 

Omnibus Share ” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account

 
 

(“Omnibus Selling Agents”). If, subsequent to the Successor Distributor becoming exclusive distributor of the Class 529-B shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.

PART I: ATTRIBUTION OF CLASS 529-B SHARES

 

Class 529-B shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

 

(1) Commission Shares other than Omnibus Shares :

 

(a) Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class 529-B shares of the Fund.

 

(b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class 529-B shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-B shares of the Fund.

 

(c) A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the “ Redeeming Fund ”) in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.

 

(2) Free Shares :

 

Free Shares that are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date; provided that if the Distributor and its transferees reasonably determines that the

 
 

transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

 

(3) Omnibus Shares :

 

Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date; provided that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

 

PART II: ALLOCATION OF CDSCs

 

(1) CDSCs Related to the Redemption of Non-Omnibus Commission Shares :

 

CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.

 

(2) CDSCs Related to the Redemption of Omnibus Shares :

 

CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof; provided , that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.

 

PART III: ALLOCATION OF DISTRIBUTION FEE

 

Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:

 

(1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:

 

 
 

(A + C)/2

(B + D)/2

 

where:

 

A= The aggregate Net Asset Value of all Class 529-B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month

 

B= The aggregate Net Asset Value of all Class 529-B shares of a Fund at the beginning of such calendar month

 

C= The aggregate Net Asset Value of all Class 529-B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month

 

D= The aggregate Net Asset Value of all Class 529-B shares of a Fund at the end of such calendar month

 

(2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:

 

(A)/(B)

 

where:

 

A= Average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be

 

B= Total average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month

 

PART IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION

 

The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change

 
 

occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class 529-B shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided , however , if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the NASD Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.

 

 
 

 

SCHEDULE D

to the

Principal Underwriting Agreement

 

ALLOCATION SCHEDULE

 

 

The following relates solely to Class 529-C shares.

 

The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-C shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-C shares shall be allocated among the Distributor and any successor distributor (“ Successor Distributor ”) in accordance with this Schedule. At such time as the Distributor's Allocable Portion of the Distribution Fees equals zero, the Successor Distributor shall become the Distributor for purposes of this Allocation Schedule.

 

Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”), of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:

 

Commission Share ” means each 529-C share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any 529-C share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.

 

Date of Original Issuance ” means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.

 

Free Share ” means, in respect of a Fund, each 529-C share of the Fund, other than a Commission Share (including, without limitation, any 529-C share issued in connection with the reinvestment of dividends or capital gains).

 

Inception Date ” means in respect of a Fund, the first date on which the Fund issued shares.

 

Net Asset Value ” means the net asset value determined as set forth in the Prospectus of each Fund.

 

 
 

Omnibus Share ” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“ Omnibus Selling Agents” ). If, subsequent to the Successor Distributor becoming exclusive distributor of the Class 529-C shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.

 

PART I: ATTRIBUTION OF CLASS 529-C SHARES

 

Class 529-C shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

 

(1) Commission Shares other than Omnibus Shares :

 

(a) Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class 529-C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

 

(b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class 529-C shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

 

(c) A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the “ Redeeming Fund ”) in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.

 

 
 

 

(2) Free Shares :

 

Free Shares that are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date; provided that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

 

(3) Omnibus Shares :

 

Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date; provided that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

 

PART II: ALLOCATION OF CDSCs

 

(1) CDSCs Related to the Redemption of Non-Omnibus Commission Shares :

 

CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.

 

(2) CDSCs Related to the Redemption of Omnibus Shares :

 

CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof; provided , that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.

 

 
 

 

PART III: ALLOCATION OF DISTRIBUTION FEE

 

Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:

 

(1) The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:

 

(A + C)/2

(B + D)/2

 

where:

 

A= The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month

 

B= The aggregate Net Asset Value of all Class 529-C shares of a Fund at the beginning of such calendar month

 

C= The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month

 

D= The aggregate Net Asset Value of all Class 529-C shares of a Fund at the end of such calendar month

 

(2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:

 

(A)/(B)

 

where:

 

A= Average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be

 

 
 
B= Total average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month

 

PART IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR'S ALLOCABLE PORTION

 

The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the NASD Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class 529-C shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided , however, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the NASD Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.

 

 

 

[Remainder of page intentionally left blank.]

 

 

 
 

 

 

American Funds Distributors, Inc.

333 South Hope Street

Los Angeles, California 90071

Telephone 800/421-5475 ext. 8

 

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 Financial Industry Regulatory Authority (FINRA). In addition, we are the distributor of CollegeAmerica (Program), a college savings program as described in Section 529 of the Internal Revenue Code and The Recordkeeper Direct (multi-fund) Program which offers group fixed and variable annuity contracts (Contract or Contracts), using the Funds and certain other mutual funds as underlying investments. The Contracts are issued by Great-West Life & Annuity Insurance Company and First Great-West Life & Annuity Insurance Company (collectively, Great-West). Unless the context denotes otherwise, the term “shares” or “Fund shares” in the Agreement includes units of the Contracts.

 

1. Authorization to Sell

You are to offer and sell shares only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. This Agreement on your part runs to us and to the respective Funds and is for the benefit of and enforceable by each. The offering Prospectuses and this Agreement set forth the terms applicable to members
of the Selling Group and all other representations or documents are subordinate. You understand that Class 529 shares of the Funds are available only as underlying investments through the Program.

 

 

2. Compensation on Sales of Class A Shares and Class 529-A Shares

a. Category 1 Funds. On sales of Class A shares and Class 529-A shares of Funds listed in Category 1 on the attached Schedule A that are accepted by us and for which you are responsible, you will be paid dealer concessions as follows:

 

Purchases

Concession as

Percentage of

Offering Price

Sales Charge

as Percentage

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
August 2014
 
b. Category 2 Funds. On sales of Class A shares and Class 529-A shares of Funds listed in Category 2 on the attached Schedule A that are accepted by us and for which you are responsible, you will be paid the same dealer concessions indicated above except as follows:

 

 

 

Purchases

Concession as

Percentage of

Offering Price

Sales Charge

as Percentage

of Offering Price

Less than $100,000 3.00%

3.75%

 

 

c. Category 3 Funds. On sales of Class A shares and Class 529-A shares of Funds listed in Category 3 on the attached Schedule A that are accepted by us and for which you are responsible, you will be paid dealer concessions as follows:

 

 

 

Purchases

Concession as

Percentage of

Offering Price

Sales Charge

as Percentage

of Offering Price

Less than $500,000 2.00% 2.50%
$500,000 but less than $750,000 1.60% 2.00%
$750,000 but less than $1 million 1.20% 1.50%
$1 million or more See below None

 

d. Category 4 Funds. On sales of Class A shares and Class 529-A shares of the Funds listed in Category 4 on the attached Schedule A, no dealer concessions will be paid.

 

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

 

 

 

Purchases

Concession as

Percentage of

Offering Price

Sales Charge

as Percentage

of Offering Price

Less than $100,000 3.50% 4.25%
$100,000 but less than $250,000 2.75% 3.50%
$250,000 but less than $500,000 2.00% 2.50%
$500,000 but less than $750,000 1.60% 2.00%
$750,000 but less than $1 million 1.20% 1.50%
$1 million or more See below None

 

 

  1. Purchases of Class A and Class 529-A shares amounting to $1 million or more

 

Category 1, Category 2 and Category 5 Funds . 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 $10 million, plus 0.50% on amounts over $10 million up to $25 million, plus 0.25% on amounts over $25 million.

 

Category 3 Funds. 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

August 2014
 

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.

 

All Funds. No dealer concessions are paid on any other sales of shares at net asset value, except that concessions may be paid to dealers on their sales of fund shares to accounts managed by affiliates of The Capital Group Companies, Inc. as set forth in this Agreement. Sales of shares of Washington Mutual Investors Fund below $1 million made in connection with certain accounts established before September 1, 1969, are subject to reduced concessions and sales charges as described in the Washington Mutual Investors Fund Prospectus. With respect to sales of shares of any tax-exempt fund, the concession schedule for sales of shares to endowments and foundations or retirement plans of organizations with assets of $50 million or more is inapplicable. The schedules of sales charges above apply to single purchases, concurrent purchases of two or more of the Funds (except those listed in Category 4 on the attached Schedule A), and purchases made under a statement of intention and pursuant to the right of accumulation, both of which are described in the Prospectuses.

 

 

3. Ongoing Service Fees for Class A, Class 529-A, Class B and Class 529-B Shares

We are also authorized to pay you continuing service fees each quarter with respect to the Class A, Class 529-A, Class B and Class 529-B shares of all the Funds to promote selling efforts and to compensate you for providing certain services to your clients, subject to your compliance with the following terms, which may be revised by us from time to time. Such fee shall be paid within 30 days following the end of the quarter for which such fees are payable (currently the quarters are February, May, August and November). 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.

 

  1. 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 investment-related services, examples of which may include creating an investment plan, conducting periodic investment reviews, evaluating client investment needs, etc., as well as to encourage your representatives to supplement your provision of shareholder account-related 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 and servicing efforts by granting reasonable requests for visits to your offices by our wholesalers.

 

c. You agree to assign an individual to each shareholder account on your books and to reassign the account should that individual no longer be assigned to the account. You agree to instruct each such individual to regularly contact shareholders having accounts so assigned.

 

d. You agree to pass through either directly or indirectly to the individual(s) assigned to such accounts a share of the service fees paid to you pursuant to this Agreement. You recognize that the service fee is intended to compensate the individual for providing, and encourage the individual to continue to provide, service to the account holder.

 

e. You acknowledge that (i) all service fee payments are subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time, (ii) in order to receive a service fee for a particular
August 2014
 

quarter, the fee must amount to at least $10, 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. Ongoing compensation under this Agreement is subject to your providing the investment related services described above in paragraph (a).

 

g. On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in Category 1, Category 2, Category 3 and Category 5 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 %
h. On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in Category 4 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:

 

          Annual Service Fee Rate  
  All Shares       0.15 %
i. Notwithstanding anything to the contrary in the Agreement, on Class A, Class 529-A, Class B and Class 529-B shares of Short-Term Bond Fund of America and Class A and Class B shares of American Funds Short-Term Tax-Exempt Bond Fund, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:

          Annual Service Fee Rate  
  All Shares       0.15 %

 

 

4. Compensation on Class C Shares and Class 529-C Shares

a. On sales of Class C shares and Class 529-C shares of Funds listed in Category 1, Category 2, Category 3 and
Category 5 on the attached Schedule A that are accepted by us and for which you are responsible, we will pay you:

• a dealer concession of 0.75% of the amount invested, plus

• an immediate service fee of 0.25% of the amount invested.

 

b. In addition, we will pay you ongoing compensation on a quarterly basis at the annual rate of 1.00% of the average daily net asset value of Class C shares and Class 529-C shares of Funds listed in Category 1, Category 2, Category 3, Category 4 and Category 5 on the attached Schedule A that have been invested for 12 months and are held in an

 

 

  -----------------

* Except U.S. Government Securities Fund, which pays service fees at the 0.25% rate on all shares held at least 12 months.

August 2014
 

account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.

 

 

5. Compensation on Class F-1 Shares

On Class F-1 shares of the Funds that were converted from Class C shares of the Funds or that were transferred to you and not held in a fee-based program, we will pay you ongoing compensation on a quarterly basis at the annual rate of 0.25% of the average daily net asset value of Class F-1 shares of the Funds listed in Category 1, Category 2, Category 3 and

Category 4 on the attached Schedule A that are held in an account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time. You may not purchase Class F-1 shares of the Funds unless you have executed a separate agreement allowing for the purchase of Class F-1 shares. In addition, no fees shall be payable on Class F-1 shares pursuant to this Agreement if you have executed a separate agreement allowing for the purchase of Class F-1 shares.

 

 

6. Compensation on Class 529-E Shares

We will pay you ongoing compensation on a quarterly basis at the annual rate of 0.50% of the average daily net asset value of Class 529-E shares of Funds listed in Category 1, Category 2, Category 3, Category 4 and Category 5 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, Category 3 and Category 4 on the attached Schedule A that are held in an employer-sponsored retirement plan (Plan) account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time. We expect that you will maintain one account for each of your Plan customers on the books of the Funds.

 

 

  R Share Class       Annual Compensation Rate
  Class R-1       1.00%
  Class R-2       0.75%
  Class R-2E       0.60%
  Class R-3       0.50%
  Class R-4       0.25%
  Class R-5       No compensation paid
  Class R-6       No compensation paid

 

b. If you hold Plan accounts in an omnibus account ( i.e., multiple Plans in one account on the books of the Funds), Plans that are added to the omnibus account after May 15, 2002 may invest only in R shares, and you must execute an Omnibus Addendum to the Selling Group Agreement, which you can obtain by calling our Home Office Service Team at 800/421-5475, extension 8.
August 2014
 

 

c. Mutual Funds Sold Through PlanPremier . With respect to sales you make through American Funds’ PlanPremier retirement plan recordkeeping program, we will pay you as servicing dealer ongoing compensation on a quarterly basis, at the applicable annual rate set forth below, of the average daily net asset value of Eligible Plan Assets that are held in a Plan assigned to you at the end of the quarter for which payment is made. For purposes of this Agreement, Eligible Plan Assets mean total Plan Assets (including assets invested in American Funds and other mutual funds or investment options approved for use in PlanPremier), excluding (i) assets held in self-directed brokerage accounts, (ii) employer stock and (iii) any other investment option not approved for use in PlanPremier. This ongoing compensation will accrue on a calendar-quarter basis. The payment of this compensation is subject to the limitations contained in each American Funds’ Plan of Distribution and may be varied or discontinued at any time.

 

 

Eligible Plan Assets 1 Annual Compensation Rate
Eligible Plan Assets that include American Funds Class R-2 Shares 0.65%
Eligible Plan Assets that include American Funds Class R-3 Shares 0.35%
Eligible Plan Assets that include American Funds Class R-4 Shares 0.20%
Eligible Plan Assets that include American Funds Class R-5 Shares No compensation paid
Eligible Plan Assets that include American Funds Class R-6 Shares No compensation paid

 

The compensation described above will take effect with any Plan for which a PlanPremier proposal was generated on or after July 31, 2006. The terms of compensation payable with respect to Plans participating in PlanPremier as of July 30, 2006 will continue unaffected. Plans for which PlanPremier proposals were generated on or before July 30, 2006 will retain the terms of compensation in effect for Plans participating in PlanPremier as of the proposal date so long as the Plan sponsor committed to participating in PlanPremier by December 31, 2006.

 

Notwithstanding the foregoing, no compensation will be paid on shares of American Funds Money Market Fund held through the PlanPremier program. Payments may resume at a future date, if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities supports such payments.

 

 

8. Recordkeeper Direct (multi-fund)

a. Ongoing Service Fee

You shall be paid continuing service fees each month with respect to Contracts to compensate you for providing certain services to your clients, including assuming an active role in providing investment-related services, examples of which may include creating an investment plan, conducting periodic investment reviews evaluating client investment needs, etc. Such fee shall be paid within 30 days following the end of the month for which such fees are payable. Your eligibility to continue receiving this compensation will be evaluated periodically, and your failure to comply with the terms of the Agreement may result in 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.

With respect to Contracts you shall be paid a monthly service fee at the following annual rates, based on the average daily values of Contracts held in an account assigned to you at the end of the month for which payment is made.

 

-----------------

1 American Funds Class R-1 shares are not available to Plans for which a PlanPremier proposal is generated on or after July 31, 2006.

August 2014
 

 

Option 1 Option 2 Option 3 Option 4 Option 5 Option 6 Option 7 Option 8
0.75% 0.65% 0.60% 0.50% 0.40% 0.25% none none

 

The rates for ongoing service fees set forth above will be modified as set forth below in paragraph b if a broker or adviser chooses to be paid dealer concessions on all contributions and deposits into Contracts (“Purchase Payments”) within the first year of inception of the Contract.

  1. Compensation on sales of the Contracts

(i)                  A broker or advisor may choose to accept dealer concessions on Purchase Payments within the first year of inception of the Contract in connection with Options 1, 3, 4 or 5. If this option is utilized, for sales of Contracts that are accepted by us and for which you are responsible you will be paid dealer concessions on all Purchase Payments within the first year of inception of the Contract, as follows:

Concession as a percentage of Purchase Payment

Option 1 Option 2 Option 3 Option 4 Option 5 Option 6 Option 7 Option 8
1.00% N/A 1.00% 0.75% 0.50% N/A N/A N/A

 

(ii)                 If this option is utilized, with respect to Contracts you shall be paid a monthly service fee at the following annual rates, based on the average daily values of Contracts held in an account assigned to you at the end of the month for which payment is made.

Option 1 Option 3 Option 4 Option 5
none in year one; 0.40% in years two and three and 0.75% thereafter none in year one; 0.20% in years two and three and 0.60% thereafter none in year one; 0.25% in years two and three and 0.50% thereafter none in year one; 0.20% in years two and three and 0.40% thereafter

 

(iii)               You agree to return all concessions paid to you pursuant to paragraph b(i) in connection with Purchase Payments made in respect of any Contract for which the Contract owner has elected to terminate the Contract within the first two (2) years of the Contract’s inception. You acknowledge and agree that any such amounts may be deducted from any amounts owed to you pursuant to this Agreement. To the extent any amount payable to you under the Agreement is not sufficient to recompense amounts due pursuant to this provision; you agree to promptly pay any such amounts due and owing.

  1. Payment of compensation will be subject to certain underwriting minimums and practices, as determined by us to be applicable to the Contracts. These Contract underwriting minimums and compensation practices will be applied to the Contracts in a nondiscriminatory manner.
d. Acknowledgements

(i) Neither you nor your representatives shall engage in any activities that would require insurance agent licensing in the state or jurisdiction where such activities are performed, unless and until such persons are properly

August 2014
 

licensed to perform such services in the particular state or other jurisdiction. As used herein, “properly licensed” includes the filing of an appointment by Great-West and/or other person when required by the laws or regulations of the applicable state or jurisdiction.

 

(ii) You shall, from time to time, advise us of your representatives that you wish Great-West to appoint as their insurance agents. In that connection, you shall conduct background investigations of your representatives to determine their qualifications, good character and moral fitness to offer and sell Contracts, and shall prepare and submit completed agent appointment forms to us for Great-West’s approval. Great-West will be responsible for forwarding all approved agent appointment forms in a timely manner to the appropriate state insurance departments and pay all required appointment fees. Great-West may refuse to appoint your representatives as insurance agents and may terminate an agent’s appointment, but agrees not to act unreasonably in doing so and will promptly notify you in the event that such action is taken.

 

(iii) You shall undertake all actions necessary and pay all costs to effect licensing of your representatives and renewals thereof as required to offer and sell Contracts.

 

(iv) Neither you nor your representatives shall have any authority to, and shall not: (i) add, alter, waive or discharge any Contract or application provision or represent that such can be done by us or Great-West; (ii) extend the time of making any payments; (iii) alter or substitute our or Great-West’s forms in any manner; (iv) give or offer to give, on our behalf or on behalf of Great-West, any tax or legal advice related to the purchase of a Contract; or (v) guarantee the issuance of any Contract or the reinstatement of any lapsed Contract.

 

(v) Neither you nor any of your representatives shall make any representations concerning the Contracts, except those contained in or reasonably derived from the Contract, or in other written materials prepared, or reviewed, by us.

 

 

9. Order Processing

Any order by you for the purchase of shares of the respective Funds through us shall be accepted at the time when it is received by us (or any clearing house agency that we may designate from time to time), and at the offering and sale price next determined, unless rejected by us or the respective Funds. In addition to the right to reject any order, the Funds have reserved the right to withhold shares from sale temporarily or permanently. We will not accept any order from you that is placed on a conditional basis or subject to any delay or contingency prior to execution. The procedures relating to the handling of orders shall be subject to instructions that we shall forward from time to time to all members of the Selling Group. The shares purchased will be issued by the respective Funds only against receipt of the purchase price, in collected New York or Los Angeles Clearing House funds subject to deduction of all concessions on such sale (reallowance of any concessions to which you are entitled on purchases at net asset value will be paid through our direct purchase concession system). If payment for the shares purchased is not received within three days after the date of confirmation the sale may be cancelled forthwith, by us or by the respective Funds, without any responsibility or liability on our part or on the part of the Funds, and we and/or the respective Funds may hold you responsible for any loss, expense, liability or damage, including loss of profit suffered by us and/or the respective Funds, resulting from your delay or failure to make payment as aforesaid.

 

 

10. Timeliness of Submitting Orders

a. 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.
August 2014
 

 

b . You confirm that your firm has policies and procedures in place to ensure that only those orders received by your firm by 4:00 p.m. Eastern Time on any business day will be submitted to us to receive that business day’s price. Orders received by you after 4:00 p.m. Eastern Time must be executed at the price next determined after the order was received by you.

 

 

11. 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.

 

 

12. 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.

 

 

13. 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.

 

 

14. 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 FINRA, which shall control and override any provision to the contrary in this Agreement.

 

 

15. 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.

 

 

16. 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.

 

 

August 2014
 

17. Representations

a. You represent that (i) 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, (ii) you are a member of FINRA, (iii) your membership with FINRA is not currently suspended or terminated and (iv) to the extent you offer any Class 529 shares, you are properly registered to offer such shares.

 

b. We represent that (i) we are acting as an underwriter within the meaning of the applicable rules of FINRA and are complying with and will continue to comply with all applicable federal and state laws, rules and regulations, (ii) we are a member of FINRA and (iii) our membership with FINRA is not currently suspended or terminated.

 

c . Each party to this Agreement represents that it will comply with all applicable laws, including applicable state privacy laws.

 

d. Each party agrees to notify the other party immediately in writing if the foregoing representations cease to be true to a material extent.

 

 

18. 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.

 

 

19. Termination

Either of us may cancel this Agreement at any time by written notice to the other.

 

 

20. Notices

All communications to us should be sent to the following address:

 

American Funds Distributors, Inc.

Attn: Contract Administration
3500 Wiseman Boulevard
San Antonio, TX 78251-4321

Telephone No.: 800/421-5475, ext 8

Facsimile No.: 210/474-4088

 

Any notice to you shall be duly given if mailed or sent by overnight courier to you at the address specified by you below.

 

 

21. Miscellaneous

a . For all classes except F-1 shares, payments of 12b-1 fees to you for payment to your financial advisors in respect of American Funds Money Market Fund are currently suspended. Payments may resume at a future date, if the fund’s investment advisor determines, in its sole discretion, that the yield on the fund’s portfolio securities supports such payments. Payments of Class F-1 12b-1 fees in respect of American Funds Money Market Fund may be discontinued if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities does not support such payments. We currently intend to make these payments under this Agreement.

August 2014
 

 

b . We reserve the right not to pay any compensation more than six (6) months in arrears in respect of accounts and/or assets that were not timely identified as eligible for compensation pursuant to this Agreement.

 

 

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; (ii) may be electronically stored and the electronic copy shall constitute a true, complete, valid, authentic and enforceable record of the Agreement; and (iii) shall be construed in accordance with the laws of the State of California.

 

 

Very truly yours,

American Funds Distributors, Inc.

 

 

By

 

Kevin G. Clifford

Chairman, President and Chief Executive Officer

 

 

 

Accepted

 

________________________________________________

Firm

 

 

By_____________________________________________

Officer or Partner

 

________________________________________________

Print Name

 

________________________________________________

Title

 

 

Address:

 

________________________________________________

 

________________________________________________

 

 

Date:

________________________________________________

August 2014
 

Schedule A

August 29, 2014

(supersedes all previous versions of Schedule A)

 

Category 1 A B C F-1 529-A 529-B 529-C 529-E R-1 R-2 R-2E R-3 R-4 R-5 R-6
AMCAP Fund e e e
American Balanced Fund e e e
American Funds Developing World Growth and Income Fund e e e
American Funds Global Balanced Fund e e e
American Funds Portfolio Series e e e
     American Funds Balanced Portfolio                              
     American Funds Global Growth Portfolio                              
     American Funds Growth and Income Portfolio                              
     American Funds Growth Portfolio                              
     American Funds Income Portfolio                              
American Funds Target Date Retirement Series e e na na na na
American Mutual Fund e e e
Capital Income Builder e e e
Capital World Growth and Income Fund e e e
EuroPacific Growth Fund e e e
Fundamental Investors e e e
The Growth Fund of America e e e
The Income Fund of America e e e
International Growth and Income Fund e e e
The Investment Company of America e e e
The New Economy Fund e e e
New Perspective Fund e e e
New World Fund e e e
SMALLCAP World Fund e e e
Washington Mutual Investors Fund e e e
                               
Category 2                              
American Funds Mortgage Fund e e e
American Funds Portfolio Series                              
     American Funds Tax-Advantaged Income Portfolio e e na na na na na na na na na na na
August 2014
 

 

  A B       C F-1 529-A 529-B 529-C 529-E R-1 R-2 R-2E R-3 R-4 R-5 R-6
Category 2 (continuation)                              
American Funds Tax-Exempt Fund of New York e e na na na na na na na na na na na
American High-Income Municipal Bond Fund e e na na na na na na na na na na na
American High-Income Trust e e e
The Bond Fund of America e e e
Capital World Bond Fund e e e
The Tax-Exempt Bond Fund of America e e na na na na na na na na na na na
The Tax-Exempt Fund of California e e na na na na na na na na na na na
The Tax-Exempt Fund of Maryland e e na na na na na na na na na na na
The Tax-Exempt Fund of Virginia e e na na na na na na na na na na na
U.S. Government Securities Fund e e e
                               
Category 3                              
American Funds College Enrollment Fund na na na na e na na na na na na na

American Funds Portfolio Series

American Funds Preservation Portfolio

e e e
    American Funds Tax-Exempt Preservation Portfolio e e na na na na na na na na na na na
American Funds Short-Term Tax-Exempt Bond Fund na na e na na na na na na na na na na na
Intermediate Bond Fund of America e e e e e
Limited Term Tax-Exempt Bond Fund of America e e e na na na na na na na na na na na
Short-Term Bond Fund of America e e e e e
                               
Category 4                              
American Funds Money Market Fund e e e e e
                               
Category 5                              

American Funds College Target Date Series (all funds

except American Funds College Enrollment Fund)

na na na na e na na na na na na na
                               
                               
                               
                               

Class F-1, Class F-2 and Class 529-F-1 shares are available for purchase pursuant to a separate agreement.

l Share class is available

e Share class is available for exchanges only

na Share class is not available

August 2014
 

 

 

Bank/Trust Company Selling Group Agreement

 

Ladies and Gentlemen:

 

We have entered into a principal underwriting agreement with each Fund in The American Funds Group (Funds) under which we are appointed exclusive agent for the sale of shares. You have indicated that you wish to act as agent for your customers in connection with the purchase, sale and redemption of shares of the Funds as are qualified for sale in your state. We agree to honor your request, subject to the terms set forth below. In addition, we are the distributor of CollegeAmerica (Program), a college savings program as described in Section 529 of the Internal Revenue Code and The Recordkeeper Direct (multi-fund) Program which offers group fixed and variable annuity contracts (Contract or Contracts), using the Funds and certain other mutual funds as underlying investments. The Contracts are issued by Great-West Life & Annuity Insurance Company and First Great-West Life & Annuity Insurance Company (collectively, Great-West). Unless the context denotes otherwise, the term “shares” or “Fund shares” in the Agreement includes units of the Contracts.

 

 

1. Authorization

a. In placing orders for the purchase and sale of shares of the Funds, you will be acting as agent for your customers. We shall execute transactions for each of your customers only upon your authorization, at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. The offering Prospectuses and this Agreement set forth the terms applicable to sales of shares of the Funds through you and all other representations or documents are subordinate. You understand that

 

(i) Class 529 shares of the Funds are available only as underlying investments through the Program,
(ii) Class F shares are available only pursuant to a Bank/Trust Company Class F Share Participation Agreement,
(iii) Employer-sponsored retirement plans that are not currently invested in Class A shares and that wish to invest without a sales charge are not eligible to purchase Class A shares. Such plans may invest only in Class R shares,
(iv) You may not make available to your clients (Client), Class B, Class C, Class 529-B or Class 529-C shares until you have demonstrated to our affiliate, American Funds Service Company, that you have the appropriate systems in place to assess the contingent deferred sales charge associated with those share classes, and
(v) Unless otherwise permitted under this Agreement or any other Agreement with us, you may not maintain any non-retirement accounts for your Clients in an omnibus account ( i.e., multiple Client accounts in one account on the books of the Funds).

 

 

2. Compensation on Sales of Class A Shares and Class 529-A Shares

a. Category 1 Funds : On each purchase order for Class A shares and Class 529-A shares of Funds listed in Category 1 on the attached Schedule A that is accepted by us and for which you are responsible, you will be paid compensation as follows:

 

Purchases

Compensation as

Percentage of

Offering Price

Sales Charge

as Percentage

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%
August 2014
 

 

$500,000 but less than $750,000 1.60% 2.00%
$750,000 but less than $1,000,000 1.20% 1.50%
$1,000,000 or more See below None

 

b. Category 2 Funds : On each purchase order for Class A shares and Class 529-A shares of Funds listed in Category 2 on the attached Schedule A that is accepted by us and for which you are responsible, you will be paid the same compensation indicated above except as follows:

 

Purchases

Compensation as

Percentage of

Offering Price

Sales Charge

as Percentage

of Offering Price

Less than $100,000 3.00% 3.75%

 

 

c. Category 3 Funds . On each purchase order for Class A shares and Class 529-A shares of Funds listed in Category 3 on the attached Schedule A, that are accepted by us and for which you are responsible, you will be paid compensation as follows:

 

Purchases

Compensation as

Percentage of

Offering Price

Sales Charge

as Percentage

of Offering Price

Less than $500,000 2.00% 2.50%
$500,000 but less than $750,000 1.60% 2.00%
$750,000 but less than $1 million 1.20% 1.50%
$1 million or more See below None

 

d. Category 4 Funds . On sales of Class A shares and Class 529-A shares of Funds listed in Category 4 on the attached Schedule A, no compensation will be paid.

 

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

 

 

Purchases

Compensation as

Percentage of

Offering Price

Sales Charge

as Percentage

of Offering Price

Less than $100,000 3.50% 4.25%
$100,000 but less than $250,000 2.75% 3.50%
$250,000 but less than $500,000 2.00% 2.50%
$500,000 but less than $750,000 1.60% 2.00%
$750,000 but less than $1 million 1.20% 1.50%
$1 million or more See below None

 

f. Purchases of Class A and Class 529-A shares amounting to $1 million or more

Category 1, Category 2 and Category 5 Funds . 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 $10 million, plus 0.50% on amounts over $10 million up to $25 million, plus 0.25% on amounts over $25 million.

 

Category 3 Funds. 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%

August 2014
 

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.

 

All Funds. No dealer concessions are paid on any other sales of shares at net asset value, except that concessions may be paid to dealers on their sales of fund shares to accounts managed by affiliates of The Capital Group Companies, Inc. as set forth in this Agreement. Sales of shares of Washington Mutual Investors Fund below $1 million made in connection with certain accounts established before September 1, 1969, are subject to reduced concessions and sales charges as described in the Washington Mutual Investors Fund Prospectus. With respect to sales of shares of any tax-exempt fund, the concession schedule for sales of shares to endowments and foundations or retirement plans of organizations with assets of $50 million or more is inapplicable. The schedules of sales charges above apply to single purchases, concurrent purchases of two or more of the Funds (except those listed in Category 4 on the attached Schedule A), and purchases made under a statement of intention and pursuant to the right of accumulation, both of which are described in the Prospectuses.

 

 

3. Ongoing Service Fees for Class A, Class 529-A, Class B and Class 529-B Shares

We are also authorized to pay you continuing service fees each quarter with respect to the Class A, Class 529-A, Class B and Class 529-B shares of all the Funds to 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. Such fee shall be paid within 30 days following the end of the quarter for which such fees are payable (currently the quarters are February, May, August and November). 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 investment-related services, examples of which may include creating an investment plan, conducting periodic investment reviews, evaluating client investment needs, etc., as well as to encourage your representatives to supplement your provision of shareholder account-related 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 and servicing efforts by granting reasonable requests for visits to your offices by our wholesalers.

 

c. You agree to assign an individual to each shareholder account on your books and to reassign the account should
that individual no longer be assigned to the account. You agree to instruct each such individual to regularly contact shareholders having accounts so assigned.

 

d. You agree to pass through either directly or indirectly to the individual(s) assigned to such accounts a share of the service fees paid to you pursuant to this Agreement. You recognize that the service fee is intended to compensate the individual for providing, and encourage the individual to continue to provide, service to the account holder.

 

e. You acknowledge that (i) all service fee payments are subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time; (ii) in order to receive a service fee for a particular quarter,
the fee must amount to at least $10, 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. Ongoing compensation under this Agreement is subject to your providing the investment related services as described above in paragraph (a).

 

August 2014
 
g. On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in Category 1, Category 2, Category 3 and Category 5 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 %

 

h. On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in Category 4 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:

 

          Annual Service Fee Rate  
  All Shares       0.15 %

i . Notwithstanding anything to the contrary in the Agreement, on Class A, Class 529-A, Class B and Class 529-B shares of Short-Term Bond Fund of America and Class A and Class B shares of American Funds Short-Term Tax-Exempt Bond Fund, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is mad e:

 

Annual Service Fee Rate

 

  All Shares       0.15 %

 

 

4. Compensation on Sales of Class C Shares and Class 529-C Shares

a. On purchase orders for Class C shares and Class 529-C shares of Funds listed in Category 1, Category 2, Category 3 and Category 5 on the attached Schedule A that are accepted by us and for which you are responsible, we will pay you:

 

• compensation of 0.75% of the amount invested, plus

• an immediate service fee of 0.25% of the amount invested.

 

b. In addition, we will pay you ongoing compensation on a quarterly basis at the annual rate of 1.00% of the average daily net asset value of Class C shares and Class 529-C shares of Funds listed in Category 1, Category 2, Category 3,, Category 4 and Category 5 on the attached Schedule A that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.

 

 

5. Compensation on Class F-1 Shares

On Class F-1 shares of the Funds that were converted from Class C shares of the Funds or that were transferred to you and not held in a fee-based program, we will pay you ongoing compensation on a quarterly basis at the annual rate of 0.25% of the average daily net asset value of Class F-1 shares of the Funds listed in Category 1, Category 2, Category 3 and Category 4 on the attached Schedule A that are held in an account assigned to you at the end of the quarter for which

 

 

----------------------------

* Except U.S. Government Securities Fund, which pays service fees at the 0.25% rate on all shares held at least 12 months.

August 2014
 

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. You may not purchase Class F-1 shares of the Funds unless you have executed a separate agreement allowing for the purchase of Class F-1 shares. In addition, no fees shall be payable on Class F-1 shares pursuant to this Agreement if you have executed a separate agreement allowing for the purchase of Class F-1 shares.

 

 

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, Category 3, Category 4 and Category 5 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, Category 3 and Category 4 on the attached Schedule A that are held in an employer-sponsored retirement plan (Plan) account assigned to you at the end of the quarter for which payment is made. The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time. We expect that you will maintain one account for each of your Plan customers on the books of the Funds.

 

R Share Class     Annual Compensation Rate
Class R-1     1.00%
Class R-2     0.75%
Class R-2E     0.60% 
Class R-3     0.50%
Class R-4     0.25%
Class R-5     No compensation paid
Class R-6     No compensation paid

 

 

b. If you hold Plan accounts in an omnibus account ( i.e., multiple Plans in one account on the books of the Funds), the Plans may invest only in R shares, and you may be required to execute an Omnibus Addendum to the Bank/Trust Selling Group Agreement, which you can obtain by calling our Home Office Service Team at 800/421-5475, extension 8.

 

c. Mutual Funds Sold Through PlanPremier . With respect to sales you make through American Funds’ PlanPremier retirement plan recordkeeping program, we will pay you as servicing dealer ongoing compensation on a quarterly basis, at the applicable annual rate set forth below, of the average daily net asset value of Eligible Plan Assets that are held in a Plan assigned to you at the end of the quarter for which payment is made. For purposes of this Agreement, Eligible Plan Assets mean total Plan Assets (including assets invested in American Funds and other mutual funds or investment options approved for use in PlanPremier), excluding (i) assets held in self-directed brokerage accounts, (ii) employer stock and (iii) any other investment option not approved for use in PlanPremier. This ongoing compensation will accrue on a calendar-quarter basis. The payment of this compensation is subject to the limitations contained in each American Funds’ Plan of Distribution and may be varied or discontinued at any time.

 

August 2014
 

 

Eligible Plan Assets 1 Annual Compensation Rate
Eligible Plan Assets that include American Funds Class R-2 Shares 0.65%
Eligible Plan Assets that include American Funds Class R-3 Shares 0.35%
Eligible Plan Assets that include American Funds Class R-4 Shares 0.20%
Eligible Plan Assets that include American Funds Class R-5 Shares No compensation paid
Eligible Plan Assets that include American Funds Class R-6 Shares No compensation paid

 

  

The compensation described above will take effect with any Plan for which a PlanPremier proposal was generated on or after July 31, 2006. The terms of compensation payable with respect to Plans participating in PlanPremier as of July 30, 2006 will continue unaffected. Plans for which PlanPremier proposals were generated on or before July 30, 2006 will retain the terms of compensation in effect for Plans participating in PlanPremier as of the proposal date so long as the Plan sponsor committed to participating in PlanPremier by December 31, 2006

 

Notwithstanding the foregoing, no compensation will be paid on shares of American Funds Money Market Fund held through the PlanPremier program. Payments may resume at a future date, if the fund’s investment advisor determines, in its sole discretion, that the yield on the fund’s portfolio securities supports such payments.

 

 

8. Recordkeeper Direct (multi-fund)

a. Ongoing Service Fee

You shall be paid continuing service fees each month with respect to Contracts to compensate you for providing certain services to your clients, including assuming an active role in providing investment-related services, examples of which may include creating an investment plan, conducting periodic investment reviews evaluating client investment needs, etc. Such fee shall be paid within 30 days following the end of the month for which such fees are payable. Your eligibility to continue receiving this compensation will be evaluated periodically, and your failure to comply with the terms of the Agreement may result in 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.

With respect to Contracts you shall be paid a monthly service fee at the following annual rates, based on the average daily values of Contracts held in an account assigned to you at the end of the month for which payment is made.

Option 1 Option 2 Option 3 Option 4 Option 5 Option 6 Option 7 Option 8
0.75% 0.65% 0.60% 0.50% 0.40% 0.25% none none

 

The rates for ongoing service fees set forth above will be modified as set forth below in paragraph b if you choose to be paid compensation on all contributions and deposits into Contracts (“Purchase Payments”) within the first year of inception of the Contract.

b. Compensation on sales of the Contracts

 

(i)                  A broker or advisor may choose to accept dealer concessions on Purchase Payments within the first year of inception of the Contract in connection with Options 1, 3, 4 or 5. If this option is utilized, for sales of Contracts that are accepted by us and for which you are responsible you will be paid dealer concessions on all Purchase Payments within the first year of inception of the Contract, as follows:

----------------

1 American Funds Class R-1 shares are not available to Plans for which a PlanPremier proposal is generated on or after July 31, 2006.

August 2014
 

Compensation as a percentage of Purchase Payment

Option 1 Option 2 Option 3 Option 4 Option 5 Option 6 Option 7 Option 8
1.00% N/A 1.00% 0.75% 0.50% N/A N/A N/A

 

(ii)                 If this option is utilized, with respect to Contracts you shall be paid a monthly service fee at the following annual rates, based on the average daily values of Contracts held in an account assigned to you at the end of the month for which payment is made.

Option 1 Option 3 Option 4 Option 5
none in year one; 0.40% in years two and three and 0.75% thereafter none in year one; 0.20% in years two and three and 0.60% thereafter none in year one; 0.25% in years two and three and 0.50% thereafter none in year one; 0.20% in years two and three and 0.40% thereafter

 

(iii)               You agree to return all compensation paid to you pursuant to paragraph b (i) in connection with Purchase Payments made in respect of any Contract for which the Contract owner has elected to terminate the Contract within the first two (2) years of the Contract’s inception. You acknowledge and agree that any such amounts may be deducted from any amounts owed to you pursuant to this Agreement. To the extent any amount payable to you under the Agreement is not sufficient to recompense amounts due pursuant to this provision; you agree to promptly pay any such amounts due and owing.

c. Payment of compensation will be subject to certain underwriting minimums and practices, as determined by us to be applicable to the Contracts. These Contract underwriting minimums and compensation practices will be applied to the Contracts in a nondiscriminatory manner.

d. Acknowledgements

(i) Neither you nor your representatives shall engage in any activities that would require insurance agent licensing in the state or jurisdiction where such activities are performed, unless and until such persons are properly licensed to perform such services in the particular state or other jurisdiction. As used herein, “properly licensed” includes the filing of an appointment by Great-West and/or other person when required by the laws or regulations of the applicable state or jurisdiction.

 

(ii) You shall, from time to time, advise us of your representatives that you wish Great-West to appoint as their insurance agents. In that connection, you shall conduct background investigations of your representatives to determine their qualifications, good character and moral fitness to offer and sell Contracts, and shall prepare and submit completed agent appointment forms to us for Great-West’s approval. Great-West will be responsible for forwarding all approved agent appointment forms in a timely manner to the appropriate state insurance departments and pay all required appointment fees. Great-West may refuse to appoint your representatives as insurance agents and may terminate an agent’s appointment, but agrees not to act unreasonably in doing so and will promptly notify you in the event that such action is taken.

 

(iii) You shall undertake all actions necessary and pay all costs to effect licensing of your representatives and renewals thereof as required to offer and sell Contracts.

 

(iv) Neither you nor your representatives shall have any authority to, and shall not: (i) add, alter, waive or discharge any Contract or application provision or represent that such can be done by us or Great-West; (ii) extend the time of making any payments; (iii) alter or substitute our or Great-West’s forms in any manner; (iv) give or offer to give, on our behalf or on behalf of Great-West, any tax or legal advice related to the purchase of a Contract; or (v) guarantee

August 2014
 

the issuance of any Contract or the reinstatement of any lapsed Contract.

 

(v) Neither you nor any of your representatives shall make any representations concerning the Contracts, except those contained in or reasonably derived from the Contract, or in other written materials prepared, or reviewed, by us.

 

 

9. Order Processing

Any order by you for the purchase of shares of the respective Funds through us shall be accepted at the time when it is received by us (or any clearinghouse agency that we may designate from time to time), and at the offering and sale price next determined, unless rejected by us or the respective Funds. In addition to the right to reject any order, the Funds have reserved the right to withhold shares from sale temporarily or permanently. We will not accept any order from you that is placed on a conditional basis or subject to any delay or contingency prior to execution. The procedure relating to the handling of orders shall be subject to the rules of the National Securities Clearing Corporation (NSCC) and any instructions that we shall forward from time to time to all members of the Selling Group. The shares purchased will be issued by the respective Funds only against receipt of the purchase price, in collected New York or Los Angeles Clearing House funds subject to deduction of all compensation on such sale (reallowance of any compensation to which you are entitled on purchases at net asset value will be paid through our direct purchase compensation system). If payment for the shares purchased is not received within the time limits set by the NSCC, the sale may be cancelled forthwith, by us or by the respective Funds, without any responsibility or liability on our part or on the part of the Funds, and we and/or the respective Funds may hold you responsible for any loss, expense, liability or damage, including loss of profit suffered by us and/or the respective Funds, resulting from your delay or failure to make payment as aforesaid.

 

 

10. Timeliness of Submitting Orders

a. 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.

 

b. You confirm that your firm has policies and procedures in place to ensure that only those orders received by your firm by 4:00 p.m. Eastern Time on any business day will be submitted to us to receive that business day’s price. Orders received by you after 4:00 p.m. Eastern Time must be executed at the price next determined after the order was received by you.

 

 

11. 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.

 

 

12. 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.

 

 

August 2014
 

13. 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.

 

 

14. 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.

 

 

15. 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 Trust Selling Group Agreement or other Agreement with us.

 

 

16. 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.

 

 

17. Representations

a. You represent that (1) you are (a) a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations, a member of the Financial Industry Regulatory Authority (FINRA), and your membership with FINRA is not currently suspended or terminated or (b) a "bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (or other financial institution) and not otherwise required to register as a broker or dealer under such Act or any state laws; (2) you are complying with and will continue to comply with all applicable federal and state laws, rules and regulations; (3) you have received a legal opinion that your receipt of 12b-1 distribution fees will not violate any applicable federal or state laws or regulations, and (4) to the extent you offer any Class 529 shares, you are permitted by applicable law to offer such shares. You also agree that, if you are a bank or other financial institution as set forth above, you will comply with the applicable rules of FINRA, that you will maintain adequate records with respect to your customers and their transactions, and that such transactions will be without recourse against you by your customers. We recognize that, in addition to applicable provisions of state and federal securities laws, you may be subject to the provisions of other laws governing, among other things, the conduct of activities by federal- and state-chartered and supervised financial institutions and their affiliated organizations. Because you will be the only entity having a direct relationship with the customer in connection with securities purchases hereunder, you will be responsible in that relationship for insuring compliance with all applicable federal and state laws, rules and regulations relating to securities purchases hereunder.

 

b. We represent that (1) we are acting as an underwriter within the meaning of the applicable rules of FINRA and are complying with and will continue to comply with all applicable federal and state laws, rules and regulations, (2) we are a member of FINRA and (3) our membership with FINRA is not currently suspended or terminated.

 

c. Each party to this Agreement represents that it will comply with all applicable laws, including applicable state privacy laws.

 

August 2014
 
d. Each party agrees to notify the other party immediately in writing if the foregoing representations cease to be true to a material extent.

 

 

18. 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.

 

 

19. Termination

Either of us may cancel this Agreement at any time by written notice to the other.

 

 

20. Notices

All communications to us should be sent to the following address:

 

American Funds Distributors, Inc.

Attn: Contract Administration
3500 Wiseman Boulevard
San Antonio, TX 78251-4321

Telephone No.: 800/421-5475, extension 8

Facsimile No.: 210/474-4088

 

Any notice to you shall be duly given if mailed or sent by overnight courier to you at the address specified by you below.

 

 

21. Miscellaneous

a . For all share classes except F-1 shares, payment of 12b-1 fees to you for payment to your financial advisors in respect of American Funds Money Market Fund are currently suspended. Payments may resume at a future date, if the fund’s investment advisor determines, in its sole discretion, that the yield on the fund’s portfolio securities supports such payments. Payments of Class F-1 12b-1 fees in respect of American Funds Money Market Fund may be discontinued if the fund’s investment advisor determines, in its sole discretion, that the yield on the fund’s portfolio securities does not support such payments. We currently intend to make these payments under this Agreement.

 

b. We reserve the right not to pay any compensation more than six (6) months in arrears in respect of accounts and/or assets that were not timely identified as eligible for compensation pursuant to this Agreement.

 

* * * * *

August 2014
 

 

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; (ii) may be electronically stored and the electronic copy shall constitute a true, complete, valid, authentic and enforceable record of the Agreement; and (iii) shall be construed in accordance with the laws of the State of California.

 

 

Very truly yours,

American Funds Distributors, Inc.

 

 

 

By ____________________________________________

Kevin G. Clifford

Chairman, President and Chief Executive Officer

 

Accepted

 

________________________________________________

Firm

 

 

By_____________________________________________

Officer or Partner

 

________________________________________________

Print Name

 

________________________________________________

Title

 

 

Address:

 

________________________________________________

 

________________________________________________

 

 

Date:

 

________________________________________________

 

 

 

 

August 2014
 

Schedule A

August 29, 2014

(supersedes all previous versions of Schedule A)

 

Category 1 A B C F-1 529-A 529-B 529-C 529-E R-1 R-2 R-2E R-3 R-4 R-5 R-6
AMCAP Fund e e e
American Balanced Fund e e e
American Funds Developing World Growth and Income Fund e e e
American Funds Global Balanced Fund e e e
American Funds Portfolio Series e e e
     American Funds Balanced Portfolio                              
     American Funds Global Growth Portfolio                              
     American Funds Growth and Income Portfolio                              
     American Funds Growth Portfolio                              
     American Funds Income Portfolio                              
American Funds Target Date Retirement Series e e na na na na
American Mutual Fund e e e
Capital Income Builder e e e
Capital World Growth and Income Fund e e e
EuroPacific Growth Fund e e e
Fundamental Investors e e e
The Growth Fund of America e e e
The Income Fund of America e e e
International Growth and Income Fund e e e
The Investment Company of America e e e
The New Economy Fund e e e
New Perspective Fund e e e
New World Fund e e e
SMALLCAP World Fund e e e
Washington Mutual Investors Fund e e e
                               
Category 2                              
American Funds Mortgage Fund e e e
American Funds Portfolio Series                              
     American Funds Tax-Advantaged Income Portfolio e e na na na na na na na na na na na
American Funds Tax-Exempt Fund of New York e e na na na na na na na na na na na
                               
                               
                               
August 2014
 

 

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

 

Category 2 (continuation)

                             
American High-Income Municipal Bond Fund e e na na na na na na na na na na na
American High-Income Trust e e e
The Bond Fund of America e e e
Capital World Bond Fund e e e
The Tax-Exempt Bond Fund of America e e na na na na na na na na na na na
The Tax-Exempt Fund of California e e na na na na na na na na na na na
The Tax-Exempt Fund of Maryland e e na na na na na na na na na na na
The Tax-Exempt Fund of Virginia e e na na na na na na na na na na na
U.S. Government Securities Fund e e e
                               
Category 3                              
American Funds College Enrollment Fund na na na na e na na na na na na na

American Funds Portfolio Series

American Funds Preservation Portfolio

e e e
    American Funds Tax-Exempt Preservation Portfolio e e na na na na na na na na na na na
American Funds Short-Term Tax-Exempt Bond Fund na na e na na na na na na na na na na na
Intermediate Bond Fund of America e e e e e
Limited Term Tax-Exempt Bond Fund of America e e e na na na na na na na na na na na
Short-Term Bond Fund of America e e e e e
                               
Category 4                              
American Funds Money Market Fund e e e e e
                               
Category 5                              

American Funds College Target Date Series (all funds

except American Funds College Enrollment Fund)

na na na na e na na na na na na na
                               
                               
                               
                               

Class F-1, Class F-2 and Class 529-F-1 shares are available for purchase pursuant to a separate agreement.

l Share class is available

e Share class is available for exchanges only

na Share class is not available

 

 

August 2014
 

 

 

American Funds Distributors, Inc.

333 South Hope Street

Los Angeles, California 90071

Telephone 800/421-5475 ext. 8

 

 

 

Class F Share Participation Agreement

 

 

Ladies and Gentlemen:

 

We have entered into a principal underwriting agreement with each Fund in The American Funds Group (Funds) under which we are appointed exclusive agent for the sale of Class F-1 shares and Class F-2 shares of the Funds (together Shares or Class F shares). You have represented that you maintain a fee-based program(s) or you place trades for your representatives, your affiliates, or third-party broker-dealers that maintain fee-based programs (Program or Programs) under which your or their clients (Clients) may purchase shares of participating open-end investment companies at net asset value. We are willing to make available to you Shares of the Funds as are qualified for sale in your state for purchase by Clients through the Program(s), subject to the terms and conditions below and the Fund Prospectuses.

 

 

1.      Authorization to Sell

You may offer to non-retirement plan Clients that are participating in the Program Shares of the Funds only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. The offering Prospectuses and this Agreement set forth the terms applicable to your making Fund Shares available to your clients and all other representations or documents are subordinate. If you offer Class A shares of the Funds on a load-waived basis pursuant to an Addendum to your American Funds Selling Group Agreement, that Addendum is terminated as to any new accounts effective March 15, 2001. However, you may continue to offer Class A shares of the Funds on a load-waived basis to accounts existing on March 15, 2001. Class F shares are not available to retirement plan Clients, only Class R shares may be used. The terms of your Selling Group Agreement with us will control that arrangement.

 

 

2.      Compensation for Sales of Fund Shares

a. In consideration of your making Class F-1 shares of the Funds available through the Program, we will pay you compensation on a quarterly basis at the annual rate of 0.25% of the average daily net asset value of Class F-1 shares of Funds listed on Schedule A that are held in an account assigned to you. Such fee shall be paid within 30 days following the end of the quarter for which such fees are payable (currently the quarters are February, May, August and November). In order to receive a service fee for a particular quarter, the fee must amount to at least $10. The payment of this compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time. No compensation shall be paid under this Agreement on Class F-2 shares of the Funds.

 

b. If you offer American Funds Money Market Fund, you acknowledge and agree that we may discontinue making payments of 12b-1 fees in respect of American Funds Money Market Fund if the fund’s investment adviser determines, in its sole discretion, that the yield on the fund’s portfolio securities does not support such payments. We currently intend to make these payments under this Agreement.

 

August 2014
 
c. You agree that if you are assigned to an account holding Class F-1 shares of the Funds that were converted from Class C shares of the Funds and those Class F-1 shares are held outside of a Program, you will pass through a portion of the fee paid under this section to the financial adviser associated with the account.

 

 

3.      Compensation for Services

You may be eligible to receive compensation for providing certain services in respect of Shares of the Funds if you meet the requirements of and enter into a Dealer Services Agreement with American Funds Service Company.

 

 

4.      Order Processing

a. Any order by you for the purchase of Shares of the respective Funds through us shall be accepted at the time when it is

received by us (or any clearing house agency that we may designate from time to time), and at the offering and sale price

next determined, unless rejected by us or the respective Funds. In addition to the right to reject any order, the Funds

have reserved the right to withhold Shares from sale temporarily or permanently. We will not accept any order from you

that is placed on a conditional basis or subject to any delay or contingency prior to execution. The Shares purchased will

be issued by the respective Funds only against receipt of the purchase price, in collected New York or Los Angeles

Clearing House funds. If payment for the Shares purchased is not received within three days after the date of

confirmation the sale may be cancelled, by us or by the respective Funds, without any responsibility or liability on our part

or on the part of the Funds. In such event, we and/or the respective Funds may hold you responsible for any loss,

expense, liability or damage, including loss of profit suffered by us and/or the respective Funds resulting from your delay

or failure to make payment as aforesaid.

 

b. You shall place orders for the purchase and redemption of Shares as described in the Dealer Services Agreement with American Funds Service Company.

 

 

5. Timeliness of Submitting Orders

a. You are obliged to date and indicate the time of receipt of all orders you receive from your clients and to transmit

promptly all orders to us in time to provide for processing at the price next determined after receipt by you, in accordance with the Prospectuses. You are not to withhold placing with us orders received from any customers for the purchase of Shares. You shall not purchase Shares through us except for the purpose of covering purchase orders already received by you, or for your bona fide investment.

 

b. You confirm that you have policies and procedures in place to ensure that only those orders received by you by 4:00 p.m.

Eastern Time on any business day will be submitted to us to receive that business day’s price. Orders received by you after 4:00 p.m. Eastern Time must be executed at the price next determined after the order was received by you.

 

 

6. Processing Redemption Requests

You shall not purchase any Share of any of the Funds from a record holder at a price lower than the net asset value next determined by or for the Funds’ Shares. 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.

 

 

August 2014
 

7. 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.

 

 

8. Effect of Prospectus

This Agreement is in all respects subject to statements regarding the sale and repurchase or redemption of Shares made in offering Prospectuses of the Funds, and to the applicable Rules of the Financial Industry Regulatory Authority (FINRA), which shall control and override any provision to the contrary in this Agreement

 

 

9. Relationship of Parties

You shall make available Shares of the Funds only through us. In no transaction (whether of purchase or sale) shall you have any authority to act as agent for, partner of, or participant in a joint venture with us or with the Funds or any other entity having an Agreement with us.

 

 

10. State Securities Qualification

We act solely as agent for the Funds and are not responsible for qualifying the Funds or their Shares for sale in any jurisdiction. Upon written request, we will provide you with a list of the jurisdictions in which the Funds or their Shares are qualified for sale. We also are not responsible for the issuance, form, validity, enforceability or value of Fund Shares.

 

 

11. Representations

a. You represent that you are (a)(i) a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations, (ii) a member of FINRA and (iii) not currently under an order suspending or terminating your membership with FINRA, or (b) an entity that is affiliated with a FINRA-registered broker-dealer firm. (The provisions of this section do not apply to a broker or dealer located in a foreign country and doing business outside the jurisdiction of the United States.)

 

b. Each party to this Agreement represents that it will comply with all applicable laws, including applicable state privacy laws.

 

c. Each party agrees to notify the other party immediately in writing if the foregoing representations cease to be true to a material extent.

 

 

12. 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.

 

 

August 2014
 

13. Termination

Either of us may cancel this Agreement at any time by written notice to the other.

 

 

14. Notices

All communications to us should be sent to the following address:

 

American Funds Distributors, Inc.

Attn: Contract Administration
3500 Wiseman Boulevard
San Antonio, TX 78251-4321

Telephone No.: 800/421-5475, ext 8

Facsimile No.: 210/474-4088

 

Any notice to you shall be duly given if mailed or sent by overnight courier to you at the address specified by you below.

 

 

15. Miscellaneous

We reserve the right not to pay any compensation more than six (6) months in arrears in respect of accounts and/or assets that were not timely identified as eligible for compensation pursuant to this Agreement.

 

 

 

 

 

* * * * *

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

August 2014
 

 

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; (ii) may be electronically stored and the electronic copy shall constitute a true, complete, valid, authentic and enforceable record of the Agreement; and (iii) shall be construed in accordance with the laws of the State of California.

 

Very truly yours,

American Funds Distributors, Inc.

 

 

By

Kevin G. Clifford

Chairman, President and Chief Executive Officer

 

 

Accepted

 

 

 

________________________________________________

Firm

 

 

By_____________________________________________

Officer or Partner

 

________________________________________________

Print Name

 

________________________________________________

Title

 

 

Address:

 

________________________________________________

 

________________________________________________

 

Date:

 

________________________________________________

 

 

 

August 2014
 

 

 

SCHEDULE A

LIST OF FUNDS

 

February 21, 2014

 

 

 

AMCAP Fund

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

 

 

August 2014
 

 

American Funds Distributors, Inc.

333 South Hope Street

Los Angeles, California 90071

Telephone 800/421-5475, ext. 8

 

Bank/Trust Company Participation Agreement

for Class F Shares

 

 

Ladies and Gentlemen:

 

We have entered into a principal underwriting agreement with each Fund in The American Funds Group (Funds) under which we are appointed exclusive agent for the sale of Class F-1 shares and Class F-2 shares of the Funds (together Shares or Class F shares). You have represented that you maintain fee-based program(s) (Program) under which you and your clients (Clients) may purchase shares of participating open-end investment companies at net asset value and you charge those Clients an asset-based fee or other fees tied to the value of their holdings. You have indicated that you wish to act as agent for your customers in connection with the purchase and redemption of Shares of the Funds as are qualified for sale in your state for purchase by Clients through the Program(s), subject to the terms set forth below and in the Fund Prospectuses.

 

 

1. Authorization

a. You may offer to non-retirement plan Clients that are participating in the Program Shares of the Funds only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. The offering Prospectuses and this Agreement set forth the terms applicable to sales of Shares of the Funds through you and all other representations or documents are subordinate. In placing orders for the purchase and sale of Shares of the Funds, you will be acting as agent for your customers. We shall execute transactions for each of your customers only upon your authorization. Class F shares are not available to retirement plan Clients, only Class R shares may be used and the terms of your American Funds Bank/Trust Company Selling Group Agreement will control that arrangement.

 

 

2. Compensation for Sales of Fund Shares

a. In consideration of your making Class F-1 shares of the Funds available through the Program, we will pay you compensation from the Funds’ 12b-1 Plans on a quarterly basis at the annual rate of 0.25% of the average daily net asset value of Class F-1 shares of Funds listed on Schedule A that are held in an account assigned to you. Such fee shall be paid within 30 days following the end of the quarter for which such fees are payable (currently the quarters are February, May, August and November). In order to receive a service fee for a particular quarter, the fee must amount to at least $10. The payment of this compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time. No compensation shall be paid under this Agreement on Class F-2 shares of the Funds.

August 2014
 

 

b. If you offer American Funds Money Market Fund, you acknowledge and agree that we may discontinue making payments of 12b-1 fees in respect of American Funds Money Market Fund if the fund’s investment advisor determines, in its sole discretion, that the yield on the fund’s portfolio securities does not support such payments. We currently intend to make these payments under this Agreement.

 

c. You represent that you have received a legal opinion that your receipt of 12b-1 distribution fees will not violate any applicable federal or state laws or regulations.

 

 

3.      Compensation for Services

You may be eligible to receive compensation for providing certain services in respect of Shares of the Funds if you meet the requirements of and enter into a Bank Services Agreement with American Funds Service Company.

 

 

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 the rules of the National Securities Clearing Corporation (NSCC) and any instructions that we shall forward from time to time to all members of the Selling Group. The Shares purchased will be issued by the respective Funds only against receipt of the purchase price, in collected New York or Los Angeles Clearing House funds subject to deduction of all compensation on such sale (reallowance of any compensation to which you are entitled on purchases at net asset value will be paid through our direct purchase compensation system). If payment for the Shares purchased is not received within the time limits set forth by the NSCC, the sale may be cancelled forthwith, by us or by the respective Funds, without any responsibility or liability on our part or on the part of the Funds, and we and/or the respective Funds may hold you responsible for any loss, expense, liability or damage, including loss of profit suffered by us and/or the respective Funds resulting from your delay or failure to make payment as aforesaid.

 

 

5. Timeliness of Submitting Orders

a. 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.

 

b. You confirm that you have policies and procedures in place to ensure that only those orders received by you by 4:00 p.m. Eastern Time on any business day will be submitted to us to receive that business day’s price. Orders received by you after 4:00 p.m. Eastern Time must be executed at the price next determined after the order was received by you.

 

August 2014
 

6. Processing Redemption Requests

You shall not purchase any share of any of the Funds from a record holder at a price lower than the net asset value next determined by or for the Funds’ Shares. 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.

 

 

7. 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.

 

 

8. Effect of Prospectus

This Agreement is in all respects subject to statements regarding the sale and repurchase or redemption of Shares made in offering Prospectuses of the Funds, which shall control and override any provision to the contrary in this Agreement. Notwithstanding any contrary provision in this Agreement, you shall comply with the terms of the Prospectuses of the Funds.

 

 

9. Relationship of Parties

You shall make available Shares of the Funds only through us. In no transaction (whether of purchase or sale) shall you have any authority to act as agent for, partner of, or participant in a joint venture with us or with the Funds or any other entity having either a Bank Selling Group Agreement or other Agreement with us.

 

 

10. State Securities Qualification

We act solely as agent for the Funds and are not responsible for qualifying the Funds or their Shares for sale in any jurisdiction. Upon written request we will provide you with a list of the jurisdictions in which the Funds or their Shares are qualified for sale. We also are not responsible for the issuance, form, validity, enforceability or value of Fund Shares.

 

 

11. Representations

a. You represent that (1) you are (a) a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations, a member of the Financial Industry Regulatory Authority (FINRA), and your membership with FINRA is not currently suspended or terminated or (b) a "bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (or other financial institution) and not otherwise required to register as a broker or dealer under such Act or any state laws You agree to notify us immediately in writing if this representation ceases to be true. You also agree that, if you are a bank or other financial institution as set forth above, you will comply with the applicable rules of FINRA, 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
August 2014
 

subject to the provisions of other laws governing, among other things, the conduct of activities by federal and state-chartered and supervised financial institutions and their affiliated organizations. Because you will be the only entity having a direct relationship with the customer in connection with securities purchases hereunder, you will be responsible in that relationship for insuring compliance with all applicable federal and state laws and regulations relating to securities purchases hereunder.

 

b. Each party to this Agreement represents that it will comply with all applicable laws, including applicable state privacy laws.

 

c. Each party agrees to notify the other party immediately in writing if the foregoing representations cease to be true to a material extent.

 

 

12. 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.

 

 

13. Termination

Either of us may cancel this Agreement at any time by written notice to the other.

 

 

14. Notices

All communications to us should be sent to the following address:

 

American Funds Distributors, Inc.

Attn: Contract Administration
3500 Wiseman Boulevard
San Antonio, TX 78251-4321

Telephone No.: 800/421-5475, ext. 8

Facsimile No.: 210/474-4088

 

Any notice to you shall be duly given if mailed or sent by overnight courier to you at the address specified by you below.

 

 

15. Miscellaneous

We reserve the right not to pay any compensation more than six (6) months in arrears in respect of accounts and/or assets that were not timely identified as eligible for compensation pursuant to this Agreement.

 

 

 

* * * * *

 

 

 

August 2014
 

 

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; (ii) may be electronically stored and the electronic copy shall constitute a true, complete, valid, authentic and enforceable record of the Agreement; and (iii) shall be construed in accordance with the laws of the State of California.

 

 

Very truly yours,

American Funds Distributors, Inc.

 

 

By ______________________________________

Kevin G. Clifford

Chairman, President and Chief Executive Officer

 

 

 

Accepted

 

__________________________________________

Firm

 

 

By_______________________________________

Officer or Partner

 

 

Address:

 

__________________________________________

 

__________________________________________

 

 

Date:

 

__________________________________________

August 2014
 

 

 

SCHEDULE A

LIST OF FUNDS

 

February 21, 2014

 

 

 

 

 

AMCAP Fund

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

 

 

August 2014
 

[NAME OF FUND]

 

AMENDED AND RESTATED SHAREHOLDER SERVICES AGREEMENT

 

 

1. The parties to this Amended and Restated Agreement (the “Agreement”), which is effective as of [DATE], are [Name Of Fund], a Delaware statutory trust (the “Fund”), and American Funds Service Company, a California corporation (“AFS”). AFS is a wholly owned subsidiary of Capital Research and Management Company (“CRMC”). This Agreement will continue in effect until amended or terminated in accordance with its terms.

 

2. The Fund hereby employs AFS, and AFS hereby accepts such employment by the Fund, as its transfer agent. In such capacity AFS will provide the services of stock transfer agent, dividend disbursing agent, redemption agent, and such additional related services as the Fund may from time to time require, in respect of [Class A, Class B, Class C, Class F-1, Class F-2 (“Class F shares), Class 529-A, Class 529-B, Class 529-C, Class 529-E, Class 529-F-1 (“Class 529 shares”), Class R-1, Class R-2, Class R-2E, Class R-3, Class R-4, Class R-5 and Class R-6 shares (“Class R shares”) (Class A, Class B, Class C, Class F, Class 529 and Class R shares] collectively the “shares”) of the Fund, all of which services are sometimes referred to herein as “shareholder services.” In addition, AFS assumes responsibility for the Fund’s implementation and compliance with the procedures set forth in the Anti-Money Laundering Program (“AML Program”) of the Fund and does hereby agree to provide all records relating to the AML Program to any federal examiner of the Fund upon request.

 

3. AFS has entered into substantially identical agreements with other investment companies for which CRMC serves as investment adviser. (For the purposes of this Agreement, such investment companies, including the Fund, are called “participating investment companies.”)

 

4. AFS has entered into an agreement with DST Systems, Inc. (hereinafter called “DST”), to provide AFS with electronic data processing services sufficient for the performance of the shareholder services referred to in paragraph 2.

 

5. The Fund, together with the other participating investment companies, will maintain a Review and Advisory Committee, which Committee will review and may make recommendations to the boards of the participating investment companies regarding all fees and charges provided for in this Agreement, as well as review the level and quality of the shareholder services rendered to the participating investment companies and their shareholders. Each participating investment company may select one director or trustee who is not affiliated with CRMC, or any of its affiliated companies, to serve on the Review and Advisory Committee.

 

6. AFS will provide to the participating investment companies the shareholder services referred to herein in return for the following fees:

 

 
 

Annual account maintenance fee (paid monthly):

 

Fee per account (annual rate) Rate

Broker controlled account (networked and street)   $0.84  
Full service account   $16.00  

 

No annual fee will be charged for a participant account underlying a 401(k) or other defined contribution plan where the plan maintains a single account on AFS’ books and responds to all participant inquiries.

 

The fees described above shall be invoiced and paid within 30 days after the end of the month in which the services were performed.

 

Any revision of the schedule of charges set forth herein shall require the affirmative vote of a majority of the members of the board of trustees of the Fund.

 

7. a. All Fund-specific charges from third parties -- including DST charges, payments described in the next sentence, postage, NSCC transaction charges and similar out-of-pocket expenses -- will be passed through directly to the Fund or other participating investment companies, as applicable. AFS, subject to approval of its board of directors, is authorized in its discretion to negotiate payments to third parties for account maintenance and/or transaction processing services described in paragraph 7.b., provided such payments do not exceed the anticipated savings to the Fund, either in fees payable to AFS hereunder or in other direct Fund expenses, that AFS reasonably anticipates would be realized by the Fund from using the services of such third party rather than maintaining the accounts directly on AFS’ books and/or processing non-automated transactions. The limitation set forth above shall not apply to Class C shares, Class F shares, Class 529 shares or Class R shares.

 

b. During the term of this Agreement, AFS shall perform or cause to be performed the transfer agent services set forth in Exhibit A hereto, as such exhibit may be amended from time to time by mutual consent of the parties. The Fund and AFS acknowledge that AFS will contract with third parties, to perform such transfer agent services. In selecting third parties to perform transfer agent services, AFS shall select only those third parties that AFS reasonably believes have adequate facilities and personnel to diligently perform such services. As set forth in the Administrative Services Agreement between the Fund and CRMC, CRMC or its affiliates shall monitor, coordinate and oversee the activities performed by the third parties with which AFS contracts.

 

8. It is understood that AFS may have income in excess of its expenses and may accumulate capital and surplus. AFS is not, however, permitted to distribute any net income or accumulated surplus to its parent, CRMC, in the form of a dividend without the affirmative vote of a majority of the members of the boards of the Fund and all participating investment companies.

 

 
 

9. This Agreement may be amended at any time by mutual agreement of the parties, with agreement of the Fund to be evidenced by affirmative vote of a majority of the members of the board of the Fund.

 

10. This Agreement may be terminated on 180 days’ written notice by either party. In the event of a termination of this Agreement, AFS and the Fund will each extend full cooperation in effecting a conversion to whatever successor shareholder service provider(s) the Fund may select, it being understood that all records relating to the Fund and its shareholders are property of the Fund.

 

11. In the event of a termination of this Agreement by the Fund, the Fund will pay to AFS as a termination fee the Fund’s proportionate share of any costs of conversion of the Fund’s shareholder service from AFS to a successor. In the event of termination of this Agreement and all corresponding agreements with all the participating investment companies, all assets of AFS will be sold or otherwise converted to cash, with a view to the liquidation of AFS when it ceases to provide shareholder services for the participating investment companies. To the extent any such assets are sold by AFS to CRMC and/or any of its affiliates, such sales shall be at fair market value at the time of sale as agreed upon by AFS, the purchasing company or companies, and the Review and Advisory Committee. After all assets of AFS have been converted to cash and all liabilities of AFS have been paid or discharged, an amount equal to any capital or paid-in surplus of AFS that shall have been contributed by CRMC or its affiliates shall be set aside in cash for distribution to CRMC upon liquidation of AFS. Any other capital or surplus and any assets of AFS remaining after the foregoing provisions for liabilities and return of capital or paid-in surplus to CRMC shall be distributed to the participating investment companies in such proportions as may be determined by the Review and Advisory Committee.

 

12. In the event of disagreement between the Fund and AFS, or between the Fund and other participating investment companies as to any matter arising under this Agreement, which the parties to the disagreement are unable to resolve, the question shall be referred to the Review and Advisory Committee for resolution. If the Review and Advisory Committee is unable to resolve the question to the satisfaction of both parties, either party may elect to submit the question to arbitration; one arbitrator to be named by each party to the disagreement and a third arbitrator to be selected by the two arbitrators named by the original parties. The decision of a majority of the arbitrators shall be final and binding on all parties to the arbitration. The expenses of such arbitration shall be paid by the party electing to submit the question to arbitration.

 

13. The obligations of the Fund under this Agreement are not binding upon any of the trustees, officers, employees, agents or shareholders of the Fund individually, but bind only the Fund itself. AFS agrees to look solely to the assets of the Fund for the satisfaction of any liability of the Fund in respect to this Agreement and will not seek recourse against such trustees, officers, employees, agents or shareholders, or any of them or their personal assets for such satisfaction.

 

 
 

 

 

AMERICAN FUNDS SERVICE COMPANY

[NAME OF FUND]
   
By________________________ By________________________

J. Steven Duncan

[                                  ]

President

Vice Chairman, President and
  Principal Executive Officer
   
   
By________________________ By________________________

Angela M. Mitchell

[                                  ]

Secretary

Secretary

 

 

 

 

 
 

Exhibit A

to the

Amended and Restated Shareholder Services Agreement

 

AFS or any third party with whom it may contract (AFS and any such third-party are collectively referred to as “Service Provider”) shall act, as necessary, as stock transfer agent, dividend disbursing agent and redemption agent for the Fund’s shares and shall provide such additional related services as the Fund’s shares may from time to time require.

 

1. Record Maintenance

 

The Service Provider shall maintain, and require any third parties with which it contracts to maintain with respect to each Fund shareholder holding the Fund’s shares in a Service Provider account (“Customers”) the following records:

 

a. Number of shares;

 

b. Date, price and amount of purchases and redemptions (including dividend reinvestments) and dates and amounts of dividends paid for at least the current year to date;

 

c. Name and address of the Customer, including zip codes and social security numbers or taxpayer identification numbers;

 

d. Records of distributions and dividend payments; and

 

e. Any transfers of shares.

 

2. Shareholder Communications

 

Service Provider shall:

 

a. Provide to a shareholder mailing agent for the purpose of delivering certain Fund-related materials the names and addresses of all Customers. The Fund-related materials shall consist of updated summary prospectuses and/or prospectuses and any supplements and amendments thereto, annual and other periodic reports, proxy or information statements and other appropriate shareholder communications. In the alternative, the Service Provider may distribute the Fund-related materials to its Customers.

 

b. Deliver current Fund summary prospectuses, prospectuses and statements of additional information and annual and other periodic reports upon Customer request, and, as applicable, with confirmation statements.

 

c. Deliver statements to Customers on no less frequently than a quarterly basis showing, among other things, the number of shares of the Fund owned by such Customer and the net asset value of shares of the Fund as of a recent date.

 

 
 

d. Produce and deliver to Customers confirmation statements reflecting purchases and redemptions of shares of the Fund.

 

e. Respond to Customer inquiries regarding, among other things, share prices, account balances, dividend amounts and dividend payment dates.

 

f. With respect to Class A, Class B, Class C and/or Class F shares of the Fund purchased by Customers, provide average cost basis reporting to Customers to assist them in preparation of their income tax returns.

 

g. If the Service Provider accepts transactions in the Fund’s shares from any brokers or banks in an omnibus relationship, require each such broker or bank to provide such shareholder communications as set forth in 2(a) through 2(e) to its own Customers.

 

3. Transactional Services

 

The Service Provider shall communicate to its Customers, as to shares of the Fund, purchase, redemption and exchange orders reflecting the orders it receives from its Customers or from any brokers and banks for their Customers. The Service Provider shall also communicate to beneficial owners holding through it, and to any brokers or banks for beneficial owners holding through them, as to shares of the Fund, mergers, splits and other reorganization activities, and require any broker or bank to communicate such information to its Customers.

 

4. Tax Information Returns and Reports

 

The Service Provider shall prepare and file, and require to be prepared and filed by any brokers or banks as to their Customers, with the appropriate governmental agencies, such information, returns and reports as are required to be so filed for reporting: (i) dividends and other distributions made; (ii) amounts withheld on dividends and other distributions and payments under applicable federal and state laws, rules and regulations; and (iii) gross proceeds of sales transactions as required.

 

5. Fund Communications

 

The Service Provider shall, upon request by the Fund, on each business day, report the number of shares on which the transfer agency fee is to be paid pursuant to this Agreement. The Service Provider shall also provide the Fund with a monthly invoice.

 

6. Coordination, Oversight and Monitoring of Service Providers

 

As set forth in the Administrative Services Agreement between the Fund and CRMC, CRMC shall coordinate, monitor and oversee the activities performed by the Service Providers with which AFS contracts. AFS shall monitor Service Providers provision of services including the delivery of Customer account statements and all Fund-related materials, including summary prospectuses and/or prospectuses, shareholder reports, and proxies.

 

 
 

[name of FUND]

 

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT

 

WHEREAS, [Name Of Fund] (the “Fund”), is a [Delaware statutory trust] registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end diversified investment company that offers [Class A shares; Class C shares; Class F-1 shares, Class F-2 shares (together, “Class F shares”); Class R-1 shares, Class R-2 shares, Class R-2E shares, Class R-3 shares, Class R-4 shares, Class R-5 shares, Class R-6 shares (collectively, “Class R shares”); and Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares, and Class 529-F-1 shares (collectively, “Class 529 shares”) of [common stock/beneficial interest] (Class A shares, Class C shares, Class F shares, Class R shares and Class 529 shares collectively the “shares”)];

 

WHEREAS, Capital Research and Management Company (the “Investment Adviser”), is a Delaware corporation registered under the Investment Advisers Act of 1940, as amended, and is engaged in the business of providing investment advisory and related services to the Fund and to other investment companies;

 

WHEREAS, the Fund wishes to have the Investment Adviser assist financial advisers and other intermediaries with their provision of service to shareholders of the Fund and to arrange for and coordinate, monitor and oversee the activities performed by the third parties with which affiliates of the Investment Adviser contract for the provision of sub-transfer agency services (the “administrative services”);

 

WHEREAS, the Investment Adviser is willing to perform or to cause to be performed such administrative services for the Fund’s shares on the terms and conditions set forth herein; and

 

WHEREAS, the Fund and the Investment Adviser wish to enter into an Amended and Restated Administrative Services Agreement (“Agreement”) whereby the Investment Adviser would perform or cause to be performed such administrative services for the Fund’s shares;

 

NOW, THEREFORE, the parties agree as follows:

 

1. Services . During the term of this Agreement, the Investment Adviser shall perform or cause to be performed the administrative services set forth in Exhibit A hereto, as such exhibit may be amended from time to time by mutual consent of the parties.

 

2. Fees . In consideration of administrative services performed by the Investment Adviser for the Fund’s shares the Fund shall pay the Investment Adviser an administrative services fee (“administrative fee”). For the Fund’s Class A shares the administrative fee shall accrue daily and shall be calculated at the annual rate of 0.01% of the average daily net assets of those shares. For the Fund’s Class C shares, Class F shares, Class 529 shares and Class R shares, the administrative fee shall accrue daily and shall be calculated at the annual rate of 0.05% of the average daily net assets of those

 
 

shares. The administrative fee shall be invoiced and paid within 30 days after the end of the month in which the administrative services were performed.

 

3. Effective Date and Termination of Agreement . This Agreement shall become effective on [DATE] and unless terminated sooner it shall continue in effect until [DATE]. It may thereafter be continued from year to year only with the approval of a majority of those trustees of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Agreement or any agreement related to it (the “Independent Trustees”). This Agreement may be terminated as to the Fund as a whole or any class of shares individually at any time by vote of a majority of the Independent Trustees. The Investment Adviser may terminate this agreement upon sixty (60) days’ prior written notice to the Fund.

 

4. Amendment . No material amendment to this Agreement shall be made unless such amendment is approved by the vote of a majority of the Independent Trustees.

 

5. Assignment . This Agreement shall not be assignable by either party hereto and in the event of assignment shall automatically terminate forthwith. The term “assignment” shall have the meaning set forth in the 1940 Act. Notwithstanding the foregoing, the Investment Adviser is specifically authorized to contract with its affiliates for the provision of administrative services on behalf of the Fund.

 

6. Issuance of Series of Shares . If the Fund shall at any time issue shares in more than one series, this Agreement may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

 

7. Choice of Law . This Agreement shall be construed under and shall be governed by the laws of the State of California, and the parties hereto agree that proper venue of any action with respect hereto shall be Los Angeles County, California.

 

 

 

[Remainder of page intentionally left blank.]

 

 
 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate original by its officers thereunto duly authorized, as of [DATE].

 

CAPITAL RESEARCH AND

MANAGEMENT COMPANY

[NAME OF FUND]
   
By________________________ By________________________

Timothy D. Armour

[                                  ]

Chairman and Principal Executive Officer

Vice Chairman, President and
  Principal Executive Officer
   
   
By________________________ By________________________

Michael J. Downer

[                                  ]

Senior Vice President and Secretary

Secretary

 

 

 
 

EXHIBIT A

to the

Amended and Restated Administrative Services Agreement

 

1. Assisting Financial Intermediaries in their Provision of Shareholder Services

 

The Investment Adviser shall assist financial advisers and other intermediaries in their provision of services to shareholders of the Fund. Such assistance shall include, but not be limited to, responding to a variety of inquiries such as cost basis information, share class conversion policies, retirement plan distribution requirements, Fund investment policies and Fund market timing policies. In addition, the Investment Adviser shall provide such intermediaries with in-depth information on current market developments and economic trends/forecasts and their effects on the Fund and detailed Fund analytics, and such other matters as may reasonably be requested by financial advisers or other intermediaries to assist them in their provision of service to shareholders of the Fund.

 

2. Coordination, Oversight and Monitoring of Service Providers

 

The Investment Adviser shall monitor, coordinate and oversee the activities performed by the third parties with which its affiliates contract for the provision of sub-transfer agency services. In doing so the Investment Adviser shall establish procedures to monitor the activities of such third parties. These procedures may, but need not, include monitoring: (i) telephone queue wait times; (ii) telephone abandon rates; (iii) website and voice response unit downtimes; (iv) downtime of the third party’s shareholder account recordkeeping system; (v) the accuracy and timeliness of financial and non-financial transactions; (vi) compliance with the Fund prospectus; and (vii) with respect to Class 529 shares, compliance with the CollegeAmerica program description.

 

 

 

 

 

Beijing

Boston

Frankfurt

Hartford

Hong Kong

Lexington (GSC)

London 

Los Angeles

New York

Orange County

San Francisco

Santa Monica

Silicon Valley

Tokyo

Washington

 

 

Bingham McCutchen LLP

Suite 4400

355 South Grand Avenue

Los Angeles, CA

90071-3106

 

T +1.213.680.6400

F +1.213.680.6499

bingham.com

 

 

 

 

August 22, 2014

 

 

Trusts Listed in Exhibit A
333 South Hope Street
Los Angeles, California 90071-1406

Ladies and Gentlemen:

We have acted as counsel to the trusts listed in Exhibit A , each a Delaware statutory trust and registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”) (each, a “Trust” and collectively, the “Trusts”), in connection with each Trust’s Registration Statement on Form N-1A pursuant to the Securities Act of 1933, as amended, to be filed with the Securities and Exchange Commission on or about August 29, 2014 (the “Registration Statement”), with respect to the issuance of Class R-2E shares of beneficial interest (the “Shares”) of each Trust. You have requested that we deliver this opinion to you in connection with each Trust’s filing of the Registration Statement.

In connection with the furnishing of this opinion, we have examined the following documents for each Trust:

(a) A copy of the Agreement and Declaration of Trust for each Trust, as amended and restated from time to time (the “Declaration”);
(b) A certificate of Establishment and Designation of Class R-2E Shares for each Trust (the "Designation");
(c) A copy of the By-Laws of each Trust (the “By-Laws”);
(d) A copy of certain resolutions duly adopted by the current Board of Trustees of each Trust at a duly called meeting on May 22, 2014 or June 9, 2014 at which a quorum of the members of the Board was present and acting throughout, approving the issuance of the Shares of each Trust (the "Resolutions");
(e) A proof, received on August 22, 2014, of the Registration Statement for each Trust; and
(f) A certificate executed by the Secretary of each Trust, certifying as to, and attaching copies of, the Declaration, the By-Laws, the Resolutions, and the Registration Statement of the Trust.

In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, including conformed copies, the authenticity and completeness of all original documents reviewed by us in

A/76246445.3
 

Trusts Listed in Exhibit A

August 22, 2014

Page 2

original or copy form and the legal competence of each individual executing any document. We have assumed that the Registration Statements as filed with the Securities and Exchange Commission will be in substantially the forms of the proof referred to in paragraph (e) above. We have also assumed for the purposes of this opinion that the Declarations, the Designations, the By-Laws and the Resolutions will not have been amended, modified or withdrawn and will be in full force and effect on the date of issuance of the Shares.

This opinion is based entirely on our review of the documents listed above and such other documents as we have deemed necessary or appropriate for the purposes of this opinion and such investigation of law as we have deemed necessary or appropriate. We have made no other review or investigation of any kind whatsoever, and we have assumed, without independent inquiry, the accuracy of the information set forth in such documents.

This opinion is limited solely to the internal substantive laws of the State of Delaware, as applied by courts located in Delaware (other than Delaware securities laws, as to which we express no opinion), to the extent that the same may apply to or govern the transactions referred to herein, and we express no opinion with respect to the laws of any other jurisdiction. Further, we express no opinion as to any state or federal securities laws. No opinion is given herein as to the choice of law or internal substantive rules of law which any tribunal may apply to such transactions. In addition, to the extent that the Declarations, the Designations or the By-Laws refer to, incorporate or require compliance with the 1940 Act, or any other law or regulation applicable to the Trusts, except for the internal substantive laws of the State of Delaware, as aforesaid, we have assumed compliance by the Trusts with the 1940 Act and such other laws and regulations.

We understand that all of the foregoing assumptions and limitations are acceptable to you.

Based upon and subject to the foregoing, it is our opinion that the Shares of each Trust, when issued and sold in accordance with the Declarations, the Designations and the By-Laws and for the consideration described in the Registration Statement of such Trust, will be validly issued, fully paid, and nonassessable by the Trust.

This opinion is given as of the date hereof and we assume no obligation to update this opinion to reflect any changes in law or any other facts or circumstances which may hereafter come to our attention. We hereby consent to the filing of this opinion as an exhibit to each Registration Statement. In rendering this opinion and giving this consent, we do not admit that we are “experts” within the meaning of the Securities Act of 1933, as amended.

 

A/76246445.3
 

 

Trusts Listed in Exhibit A

August 22, 2014

Page 3

 

Very truly yours,

/s/ BINGHAM McCUTCHEN LLP

BINGHAM McCUTCHEN LLP

 

 

 

 

 
A/76246445.3
 

Trusts Listed in Exhibit A

August 22, 2014

Page 4

 

Exhibit A

List of the Trusts

 

The Bond Fund of America

American Funds Corporate Bond Fund

American Funds Global High-Income Opportunities Fund

American Funds Inflation Linked Bond Fund

American Funds Money Market Fund

American High-Income Trust

The American Funds Income Series

Intermediate Bond Fund of America

Capital World Bond Fund

American Funds Mortgage Fund

Short-Term Bond Fund of America

American Balanced Fund

The Income Fund of America

International Growth and Income Fund

American Funds Developing World Growth and Income Fund

American Funds Target Date Retirement Series

American Funds Portfolio Series

 

 

 

 

A/76246445.3
 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the use in this Post-Effective Amendment No. 13 to Registration Statement No. 333-152323 on Form N-1A of our report dated August 12, 2014, relating to the financial statements and financial highlights of International Growth and Income Fund appearing in the Statement of Additional Information, which is part of such Registration Statement, and to the references to us under the headings “Financial highlights” in the Prospectus and “Independent registered public accounting firm” and “Prospectuses, reports to shareholders and proxy statements” in the Statement of Additional Information, which are part of such Registration Statement.

 

 

 

DELOITTE & TOUCHE LLP

 

Costa Mesa, California

August 27, 2014

 

 

PLAN OF DISTRIBUTION

of

[Name of fund]

relating to its

CLASS R-2E SHARES

 

 

WHEREAS, [Name Of Fund] (the “Fund”) is a [Delaware statutory trust] that offers various classes of shares of [common stock/beneficial interest];

 

WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of [common stock/beneficial interest] of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”);

 

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution and servicing of its Class R-2E shares; and

 

WHEREAS, the Board of Trustees of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;

 

NOW, THEREFORE, the Fund adopts this Plan as follows:

 

1. Payments to Distributor . The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed .85% per annum of the average daily net assets of the Fund’s Class R-2E 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 .60%, each such percentage being per annum of the average daily net assets of the Fund’s Class R-2E shares. Expenditures characterized as Distribution Fees may, nonetheless, be used to provide shareholder services. The actual amounts paid shall be determined by the Board of Trustees. The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class R-2E shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class R-2E shares of the Fund. Notwithstanding the foregoing, the Distributor will receive such fees only with respect to accounts to which a broker-dealer (or other intermediary) other than the Distributor has been assigned at anytime during the payment period.

 

2. Approval by the Board . This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.

 
 

3. Review of Expenditures . At least quarterly, the Board of Trustees shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

 

4. Termination of Plan . This Plan may be terminated as to the Fund’s Class R-2E shares at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class R-2E 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 Trustees or by a vote of a majority of the outstanding Class R-2E 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-2E shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class R-2E shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.

 

7. Nomination of Trustees . While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Independent Trustees of the Fund.

 

8. Issuance of Series of Shares . If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

 

9. Record Retention . The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.

 

 
 

IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of [DATE].

 

 

  [NAME OF FUND]
   
  By________________________
  [                                  ]
  Vice Chairman, President and
  Principal Executive Officer
   
   
  By________________________
  [                                  ]
  Secretary

 

[name of fund]

 

AMENDED AND RESTATED MULTIPLE CLASS PLAN

 

 

WHEREAS, [Name Of Fund] (the “Fund”), [a Delaware statutory trust], is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company that offers shares of [common stock/beneficial interest];

 

WHEREAS, American Funds Distributors, Inc. (the “Distributor”) serves as the principal underwriter for the Fund;

 

WHEREAS, the Fund has adopted Plans of Distribution (each a “12b-1 Plan”) under which the Fund may bear expenses of distribution and servicing of its shares, including payments to and/or reimbursement of certain expenses incurred by the Distributor in connection with its distribution of the Fund’s shares;

 

WHEREAS, the Fund has entered into an Amended and Restated Administrative Services Agreement with Capital Research and Management Company under which the Fund may bear certain administrative expenses for certain classes of shares;

 

WHEREAS, the Fund has entered into an Amended and Restated Shareholder Services Agreement with American Funds Service Company under which the Fund may bear certain transfer agency expenses for its shares;

 

WHEREAS, the Fund is authorized to issue the following classes of shares of [common stock/beneficial interest]: [Class A shares, Class B shares, Class C shares, Class F-1 shares and Class F-2 shares (together, “Class F shares”), Class R-1 shares, Class R-2 shares, Class R-2E shares, Class R-3 shares, Class R-4 shares, Class R-5 shares, and Class R-6 shares (collectively, “Class R shares”), as well as Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares and Class 529-F-1 shares (collectively, “Class 529 shares”)];

 

WHEREAS, Rule 18f-3 under the 1940 Act permits open-end management investment companies to issue multiple classes of voting shares representing interests in the same portfolio if, among other things, an investment company adopts a written Multiple Class Plan (the “Plan”) setting forth the separate arrangement and expense allocation of each class and any related conversion features or exchange privileges; and

 

WHEREAS, the Board of Trustees of the Fund has determined, that it is in the best interest of each class of shares of the Fund individually, and the Fund as a whole, to adopt this Plan;

 
 

 

NOW THEREFORE, the Fund adopts the Amended and Restated Plan as follows:

 

1. Each class of shares will represent interests in the same portfolio of investments of the Fund, and be identical in all respects to each other class, except as set forth below. The differences among the various classes of shares of the Fund will relate to: (i) distribution, service and other charges and expenses as provided for in paragraph 3 of this Plan; (ii) the exclusive right of each class of shares to vote on matters submitted to shareholders that relate solely to that class or the separate voting right of each class on matters for which the interests of one class differ from the interests of another class; and (iii) such differences relating to (a) eligible investors, (b) the designation of each class of shares, (c) conversion features, and (d) exchange privileges each as may be set forth in the Fund’s prospectus and statement of additional information (“SAI”), as the same may be amended or supplemented from time to time.

 

2. (a) Certain expenses may be attributable to the Fund, but not a particular class of shares thereof. All such expenses will be borne by each class on the basis of the relative aggregate net assets of the classes. Notwithstanding the foregoing, the Distributor, the investment adviser or other provider of services to the Fund may waive or reimburse the expenses of a specific class or classes to the extent permitted by Rule 18f-3 under the 1940 Act and any other applicable law.

 

(b) A class of shares may be permitted to bear expenses that are directly attributable to that class, including: (i) any distribution service fees associated with any rule 12b-1 Plan for a particular class and any other costs relating to implementing or amending such rule 12b-1 Plan; (ii) any administrative service fees attributable to such class; and (iii) any transfer agency, sub-transfer agency and shareholder servicing fees attributable to such class.

 

(c) Any additional incremental expenses not specifically identified above that are subsequently identified and determined to be applied properly to one class of shares of the Fund shall be so applied upon approval by votes of the majority of both (i) the Board of Trustees of the Fund; and (ii) those trustees of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) (“Independent Trustees”).

 

3. Consistent with the general provisions of section 2(b), above, each class of shares of the Fund shall differ in the amount of, and the manner in which costs are borne by shareholders as follows:

 

(a) Class A shares

 

(i) Class A shares shall be sold at net asset value plus a front-end sales charge, at net asset value without a front-end sales charge but subject to a contingent deferred sales charge (“CDSC”), and at net asset value without any sales charge, as set forth in the Fund’s prospectus and SAI.

 

 
 

(ii) Class A shares shall be subject to an annual distribution expense under the Fund’s Class A Plan of Distribution of up to 0.30% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Plan of Distribution. This expense consists of a service fee of up to 0.25% plus certain other distribution costs.

 

(iii) Class A shares shall be subject to a transfer agent fee according to the Shareholder Services Agreement between the Fund and its transfer agent. In calculating transfer agent fees allocable to the Class A shares, the fees generated shall be charged to the Fund and allocated to the Class A shares based on their aggregate net assets relative to those of the Class B, Class C and Class 529 shares, except that sub-transfer agency fees payable to intermediaries holding shareholder accounts in street name are not allocated to the Class 529 shares (other than intermediaries holding accounts with Class 529 shares in street name).

 

(iv) Class A shares shall be subject to an administrative services fee of 0.01% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement.

 

(b) Class B shares

 

(i) Class B shares shall be sold at net asset value without a front-end sales charge, but subject to a CDSC and maximum purchase limits as set forth in the Fund’s prospectus and SAI.

 

(ii) Class B shares shall be subject to an annual 12b-1 expense under the Fund’s Class B Plan of Distribution of up to 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class B Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of up to 0.25% of such average daily net assets.

 

(iii) Class B shares shall be subject to a transfer agent fee according to the Shareholder Services Agreement between the Fund and its transfer agent. In calculating transfer agent fees allocable to the Class B shares, the fees generated shall be charged to the Fund and allocated to the Class B shares based on their aggregate net assets relative to those of the Class A, Class C and Class 529 shares, except that sub-transfer agency fees payable to intermediaries holding shareholder accounts in street name are not allocated to the Class 529 shares (other than intermediaries holding accounts with Class 529 shares in street name).

 

(iv) Class B shares will automatically convert to Class A shares of the Fund approximately eight years after purchase, subject to the

 
 

limitations described in the Fund’s prospectus and SAI. All conversions shall be effected on the basis of the relative net asset values of the two classes of shares without the imposition of any sales load or other charge.

 

(v) Class B shares shall be subject to a fee (included within the transfer agency expense) for additional costs associated with tracking the age of each Class B share.

 

(c) Class C shares

 

(i) Class C shares shall be sold at net asset value without a front-end sales charge, but subject to a CDSC and maximum purchase limits as set forth in the Fund’s prospectus and SAI.

 

(ii) Class C shares shall be subject to an annual 12b-1 expense under the Fund’s Class C Plan of Distribution of up to 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class C Plan of Distribution. This expense shall consist of a distribution fee of up to 0.75% and a service fee of up to 0.25% of such average daily net assets.

 

(iii) Class C shares shall be subject to a transfer agent fee according to the Shareholder Services Agreement between the Fund and its transfer agent. In calculating transfer agent fees allocable to the Class C shares, the fees generated shall be charged to the Fund and allocated to the Class C shares based on their aggregate net assets relative to those of the Class A, Class B and Class 529 shares, except that sub-transfer agency fees payable to intermediaries holding shareholder accounts in street name are not allocated to the Class 529 shares (other than intermediaries holding accounts with Class 529 shares in street name).

 

(iv) Class C shares shall be subject to an administrative services fee of 0.05% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement.

 

(v) Class C shares will automatically convert to Class F-1 shares of the Fund approximately ten years after purchase, subject to the limitations described in the Fund’s prospectus and SAI. All conversions shall be effected on the basis of the relative net asset values of the two classes of shares without the imposition of any sales load or other charge.

 

(vi) Class C shares shall be subject to a fee, if any, (included within the transfer agency expense) for additional costs associated with tracking the age of each Class C share.

 

 
 

(d) The Class F shares consisting of Class F-1 shares and Class F-2 shares

 

(i) The Class F shares shall be sold at net asset value without a front-end or back-end sales charge.

 

(ii) Class F-1 shares shall be subject to an annual 12b-1 expense under the Fund’s Class F-1 Plan of Distribution of up to 0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class F-1 Plan of Distribution. This expense shall consist of a distribution fee of up to 0.25% and a service fee of up to 0.25% of such average daily net assets.

 

(iii) Class F-2 shares shall not be subject to an annual 12b-1 expense.

 

(iv) The Class F shares shall be subject to a transfer agent fee according to the Shareholder Services Agreement between the Fund and its transfer agent. The Class F shares will pay only those transfer agent fees and third party pass-through fees (e.g., DST and NSCC fees) that are directly attributed to accounts of and activities generated by the Class F shares.

 

(v) The Class F shares shall be subject to an administrative services fee of 0.05% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement.

 

(e) The Class R shares consisting of Class R-1 shares, Class R-2 shares, Class R-2E shares, Class R-3 shares, Class R-4 shares, Class R-5 shares, and Class R-6 shares

 

(i) The Class R shares shall be sold at net asset value without a front-end or back-end sales charge.

 

(ii) Class R-1 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-1 Plan of Distribution of up to 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-1 Plan of Distribution. This expense shall consist of a distribution fee of up to 0.75% and a service fee of up to 0.25% of such average daily net assets.

 

(iii) Class R-2 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-2 Plan of Distribution of up to 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-2 Plan of Distribution. This expense shall consist of a distribution fee of up to 0.75% and a service fee of up to 0.25% of such average daily net assets.

 

 
 

(iv) Class R-2E shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-2E Plan of Distribution of up to .85% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-2E Plan of Distribution. This expense shall consist of a distribution fee of up to 0.60% and a service fee of up to 0.25% of such average daily net assets.

 

(v) Class R-3 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-3 Plan of Distribution of up to 0.75% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-3 Plan of Distribution. This expense shall consist of a distribution fee of up to 0.50% and a service fee of up to 0.25% of such average daily net assets.

 

(vi) Class R-4 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-4 Plan of Distribution of up to 0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-4 Plan of Distribution. This expense shall consist of a distribution fee of up to 0.25% and a service fee of up to 0.25% of such average daily net assets.

 

(vii) Class R-5 shares shall not be subject to an annual 12b-1 expense.

 

(viii) Class R-6 shares shall not be subject to an annual 12b-1 expense.

 

(ix) The Class R shares shall be subject to a transfer agent fee according to the Shareholder Services Agreement between the Fund and its transfer agent. Each of the Class R share classes will pay only those transfer agent fees and third party pass-through fees ( e.g. , DST and NSCC fees) that are directly attributed to accounts of and activities generated by its own share class.

 

(x) The Class R-2, Class R-2E and Class R-3 shares may be subject to additional sub-transfer agent fees paid to third parties providing services to Fund shareholders in those share classes. These fees will be charged directly to the share class incurring the expense.

 

(xi) The Class R shares shall be subject to an administrative services fee of 0.05% of average daily net assets as set forth in the Fund’s prospectus, SAI, and Administrative Services Agreement.

 

(f) The 529 share classes consisting of Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares and Class 529-F-1 shares

 

 
 

(i) The Class 529-A shares shall be sold at net asset value plus a front-end sales charge, at net asset value without a front-end sales charge but subject to a CDSC, and at net asset value without any sales charge, as set forth in the Fund’s prospectus and SAI.

 

(ii) The Class 529-B and Class 529-C shares shall be sold at net asset value without a front-end sales charge, but subject to a CDSC and maximum purchase limits as set forth in the Fund’s prospectus and SAI.

 

(iii) The Class 529-E and Class 529-F-1 shares shall be sold at net asset value without a front-end or back-end sales charge.

 

(iv) Class 529-A shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-A Plan of Distribution of up to 0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-A Plan of Distribution. This expense shall consist of a distribution fee of up to 0.25% and a service fee of up to 0.25% of such average daily net assets.

 

(v) Class 529-B shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-B Plan of Distribution of up to 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-B Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of up to 0.25% of such average daily net assets.

 

(vi) Class 529-C shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-C Plan of Distribution of up to 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-C Plan of Distribution. This expense shall consist of a distribution fee of up to 0.75% and a service fee of up to 0.25% of such average daily net assets.

 

(vii) Class 529-E shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-E Plan of Distribution of up to 0.75% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-E Plan of Distribution. This expense shall consist of a distribution fee of up to 0.50% and a service fee of up to 0.25% of such average daily net assets.

 

(viii) Class 529-F-1 shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-F-1 Plan of Distribution of up to 0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-F-1 Plan of Distribution. This expense shall consist of a distribution fee of up to 0.25% and a service fee of up to 0.25% of such average daily net assets.

 

 
 

(ix) The Class 529 shares shall be subject to a transfer agent fee according to the Shareholder Services Agreement between the Fund and its transfer agent. In calculating transfer agent fees allocable to the Class 529 shares, the fees generated shall be charged to the Fund and allocated to the Class 529 shares based on their aggregate net assets relative to those of the Class A, Class B and Class C shares.

 

(x) The Class 529 shares shall be subject to an administrative services fee of 0.05% of average daily net assets as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement.

 

(xi) The Class 529 shares shall be subject to a 529 plan services fee of up to 0.10% of average daily net assets payable to the Commonwealth of Virginia, as set forth in the Fund’s prospectus and SAI.

 

All other rights and privileges of Fund shareholders are identical regardless of which class of shares is held.

 

4. This Plan shall not take effect until it has been approved by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) the Independent Trustees.

 

5. This Plan shall become effective with respect to any class of shares of the Fund, other than Class A, Class B, Class C, Class F-1, Class F-2, Class R-1, Class R-2, Class R-2E, Class R-3, Class R-4, Class R-5, Class R-6, Class 529-A, Class 529-B, Class 529-C, Class 529-E or Class 529-F-1 shares upon the commencement of the initial public offering thereof (provided that the Plan has previously been approved with respect to such additional class by votes of the majority of both (i) the Board of Trustees of the Fund; and (ii) Independent Trustees prior to the offering of such additional class of shares), and shall continue in effect with respect to such additional class or classes until terminated in accordance with paragraph 7. An addendum setting forth such specific and different terms of such additional class or classes shall be attached to and made part of this Plan.

 

6. No material amendment to the Plan shall be effective unless it is approved by the votes of the majority of both (i) the Board of Trustees of the Fund and (ii) Independent Trustees.

 

7. This Plan may be terminated at any time with respect to the Fund as a whole or any class of shares individually, by the votes of the majority of both (i) the Board of Trustees of the Fund and (ii) Independent Trustees. This Plan may remain in effect with respect to a particular class or classes of shares of the Fund even if it has been terminated in accordance with this paragraph with respect to any other class of shares.

 

 

 

 
 

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IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of [DATE].

 

 

[NAME OF FUND]

 

 

 

By: _______________________

[                                 ]

Vice Chairman, President

and Principal Executive Officer

 

 

 

By: ______________________

[                                 ]

Secretary

 

 

[logo - The Capital Group]

 

 

Code of Ethics

 

June 2014

 

 

The following is the Code of Ethics for Capital Group, which includes Capital Research and Management Company (CRMC), the investment adviser to American Funds, and those involved in the distribution of the funds, client support and services; and Capital Group International Inc. (CGII), which includes Capital Guardian Trust Company and Capital International Inc. The Code of Ethics applies to all Capital associates.

 

Guidelines

 

Capital Group associates are responsible for maintaining the highest ethical standards when conducting business, regardless of lesser standards that may be followed through business or community custom. In keeping with these standards, all associates must place the interests of fund shareholders and clients first.

 

Capital’s Code of Ethics requires that all associates: (1) act with integrity, competence and in an ethical manner; (2) comply with applicable U.S. federal securities laws, as well as all other applicable laws, rules and regulations; and (3) promptly report violations of the Code of Ethics, as outlined below.

 

As part of the Code of Ethics, Capital has adopted the guidelines and policies below to address certain aspects of Capital’s business. In the absence of specific guidelines and policies on a particular matter, associates must keep in mind and adhere to the requirements of the Code of Ethics set forth above.

It is important that all associates comply with the Code of Ethics, including its related guidelines and policies. Failure to do so could result in disciplinary action, including termination.

 

Questions regarding the Code of Ethics may be directed to the Code of Ethics Team.

 

 

Protecting sensitive information

 

Antifraud provisions of U.S. securities laws as well as the laws of other countries generally prohibit persons in possession of material non-public information from trading on or communicating the information to others. Associates who believe they may have material non-public information should contact a member of the Legal staff.

 

Capital Group regularly creates, collects and maintains valuable proprietary information, which is essential to our business operations and the performance of services for our clients. This information derives its value, in part, from not being generally known outside of Capital (hereinafter “Confidential Information”). It includes confidential electronic information in any medium, hard-copy information, and information shared orally or visually (such as by telephone or video conference). The confidentiality, integrity and limited availability of such information is regarded as fundamental to the successful business operations of Capital Group. The purpose of this Confidential Information Policy is to protect our information from disclosure – intentional or inadvertent – and to ensure that associates understand their obligation to protect and maintain its confidentiality.

 

Extravagant or excessive gifts and entertainment

 

Associates should not accept extravagant or excessive gifts or entertainment from persons or companies that conduct business with Capital. Please see below for a summary of the Gifts and Entertainment Policy.

 

No special treatment from broker-dealers

 

Associates may not accept negotiated commission rates or any other terms they believe may be more favorable than the broker-dealer grants to accounts with similar characteristics. U.S. broker-dealers are subject to certain rules designed to prevent favoritism toward such accounts. Favors or preferential treatment from broker-dealers may not be accepted. This rule applies to the associate’s spouse/spouse equivalent and any immediate family member residing in the same household.

 

No excessive trading of Capital-affiliated funds

 

Associates should not engage in excessive trading of the American Funds or other Capital-managed investment vehicles worldwide in order to take advantage of short-term market movements. Excessive activity, such as a frequent pattern of exchanges, could involve actual or potential harm to shareholders or clients. This rule applies to the associate’s spouse/spouse equivalent and any immediate family member residing in the same household.

 

Ban on Initial Public Offerings (IPOs)

 

Associates and immediate family members residing in the same household may not participate in IPOs. Exceptions are rarely granted; however, they will be considered on a case-by-case basis (for example, where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).

 

Outside business interests/affiliations

 

Board of Directors/Advisory Board Member

Associates must obtain approval from the Code of Ethics Team prior to serving on the board of directors or advisory board of any public or private company. This rule does not apply to: 1) boards of Capital companies or funds, or 2) board service that is a direct result of the associate’s responsibilities at Capital, such as for portfolio companies of private equity funds managed by Capital and 3) boards of non-profit and charitable organizations.

 

Material business ownership interest and affiliations

Material business ownership interests may give rise to potential conflicts of interest. Associates are required to disclose senior officer positions or ownership of 5% or more of public or private companies that are, or potentially may, do business with Capital or American Funds. This reporting requirement also applies to the associate’s spouse/spouse equivalent and any immediate family member(s) residing in the same household.

 

Any questions may be directed to the Code of Ethics Team.

 

Other guidelines

 

Statements and disclosures about Capital, including those made to fund shareholders and clients and in regulatory filings, should be accurate and not misleading.

 

 

Reporting requirements

 

Annual certification of the Code of Ethics

 

All associates are required to certify at least annually that they have read and understand the Code of Ethics. Questions or issues relating to the Code of Ethics should be directed to the associate’s manager or the Code of Ethics Team.

 

Reporting violations

 

All associates are responsible for complying with the Code of Ethics. As part of that responsibility, associates are obligated to report violations of the Code of Ethics promptly, including: 1) fraud or illegal acts involving any aspect of Capital’s business; 2) noncompliance with applicable laws, rules and regulations; 3) intentional or material misstatements in regulatory filings, internal books and records, or client records and reports; or 4) activity that is harmful to fund shareholders or clients. Deviations from controls or procedures that safeguard Capital, including the assets of shareholders and clients, should also be reported. Reported violations of the Code of Ethics will be investigated and appropriate action will be taken. Once a violation has been reported, all associates are required to cooperate with Capital in the internal investigation of any matter by providing honest, truthful and complete information.

 

Associates may report confidentially to a manager/department head, or by accessing the Open Line. Calls and emails will be directed to the Open Line Committee.

 

Associates may also contact the Chief Compliance Officers of CGTC, CIInc, or CRMC, or legal counsel employed with Capital.

 

Capital strictly prohibits retaliation against any associate who in good faith makes a complaint, raises a concern, provides information or otherwise assists in an investigation regarding any conduct that he or she reasonably believes to be in violation of the Code of Ethics. This policy is designed to ensure that associates comply with their obligations to report violations without fear of retaliation.

 

 

Policies

 

Capital’s policies regarding gifts and entertainment, political contributions, insider trading and personal investing are summarized below.

 

 

Gifts and Entertainment Policy

 

Under the Gifts and Entertainment Policy, associates may not receive or extend gifts or entertainment that are excessive, repetitive or extravagant, if such gifts or entertainment are due to a third party’s business relationship (or prospective business relationship) with Capital. The Policy is intended to ensure that gifts and entertainment involving associates do not raise questions of propriety regarding Capital’s business relationships or prospective business relationships. Accordingly, for gifts and entertainment involving those who conduct, or may conduct, business with Capital:

 

· An associate may not accept gifts from (or give gifts to) the same person or entity worth more than US$100 (or the local currency equivalent) in a 12-month calendar year period.
· An associate may not accept or extend entertainment valued at over US$500 (or the local currency equivalent) unless a business reason exists for such entertainment and the entertainment is pre-approved by the associate’s manager and the Gifts and Entertainment Committee.

 

Gifts or entertainment extended by a Capital associate and approved by the associate’s manager for reimbursement by Capital do not need to be reported (or precleared). Note: Separate policies regarding extending business gifts or entertainment apply to AFD and CGIIS associates. All associates should also be aware that certain laws or rules may prohibit or limit gifts or entertainment extended to public officials—especially those responsible for investing public funds.

 

Reporting

 

The limitations relating to gifts and entertainment apply to all associates as described above, and associates will be asked to complete quarterly disclosures. Associates must report any gift exceeding US$50 and business entertainment in which an event exceeds US$75 (although it is recommended that associates report all gifts and entertainment).

 

Charitable contributions

 

Associates must not allow Capital’s present or anticipated business to be a factor in soliciting political or charitable contributions from outside parties.

 

Gifts and Entertainment Committee

 

The Gifts and Entertainment Committee oversees administration of the Policy. Questions regarding the Gifts and Entertainment Policy may be directed to the Code of Ethics Team.

 

 

Political Contributions Policy

 

Associates must be cautious when engaging in personal political activities, particularly when supporting officials, candidates, or organizations that may be in a position to influence decisions to award business to investment management firms. Associates should not make political

contributions to officials or candidates (in any country) for the purpose of influencing the hiring of a Capital Group company as an advisor to a governmental entity.

 

Associates may not use Capital offices or equipment to engage in political fundraising or solicitation activity (for example, hosting a fundraising event at the office or using Capital phones or email systems to help solicit donations for a candidate, political action committee (PAC) or political party). Associates may volunteer their time on behalf of a candidate or political organization, but should limit volunteer activities to non-work hours.

 

For contributions or activities supporting candidates or political organizations within the U.S. , we have adopted the guidelines set forth below, which apply to associates classified as “Restricted Associates.”

 

Guidelines for political contributions and activities within the U.S.


U.S. Securities and Exchange Commission regulations limit political contributions to certain Covered Government Officials by employees of investment advisory firms and certain affiliated companies. “Covered Government Official,” for purposes of the Political Contributions Policy, is defined as: 1) a state or local official, 2) a candidate for state or local office, or 3) a federal candidate currently holding state or local office.

 

Many U.S. cities and states have also adopted regulations restricting political contributions by associates of investment management firms seeking to provide services to a governmental entity. Some associates are also subject to these regulations.

 

Restricted Associates

 

Certain Capital associates are deemed Restricted Associates under this policy because their work duties are sufficiently related to Capital’s provision of investment advisory services to U.S. governmental entities either directly or through an investment in one of our funds. Restricted Associates are subject to specific limitations, preclearance, and reporting requirements as described below.

 

Preclearance of political contributions

 

Contributions by Restricted Associates to any of the following must be precleared and certain documentation may be required.

 

 

Note: Contributions to federal political parties do not require preclearance.

 

Contributions include:

 

· Monetary contributions, gifts or loans
· “In kind” contributions (for example, donations of goods or services or underwriting or hosting fundraisers)
· Contributions to help pay a debt incurred in connection with an election (including transition or inaugural expenses, purchasing tickets to inaugural events)
· Contributions to joint fund-raising committees
· Contributions made by a Political Action Committee (PAC) controlled by a Restricted Associate [1]

 

Please contact the Code of Ethics Team to preclear a contribution.

 

Required documentation and other restrictions

 

Restricted Associates must:

 

· Obtain legal documentation from an appropriate government official (for example, City Attorney or State Attorney General) prior to making any contribution to a Covered Government Official, PAC or Super PAC
· Not make contributions to state or local political parties
· Report any political contributions made or certify that they have made no contributions during each calendar quarter
· Not direct any other person or entity to make a political contribution on their behalf that would otherwise be prohibited by the Political Contributions Policy

 

Special political contribution requirements – CollegeAmerica

 

Certain associates involved with "CollegeAmerica," the American Funds 529 college savings plan sponsored by the Commonwealth of Virginia, will receive a special reporting form. These associates are subject to additional restrictions and reporting requirements. For example, these associates generally may not contribute to Virginia political candidates or parties. These associates must also preclear any contributions to political candidates and parties in all states and municipalities and any Political Action Committee (PAC) other than to the Investment Company Institute PAC (ICI PAC).

 

Political Contributions Committee

 

The Political Contributions Committee oversees the administration of this Policy, including considering and granting possible exceptions. Questions regarding the Political Contributions Policy may be directed to the Code of Ethics Team.

 

 


[1] “Control” for this purpose includes service as an officer or member of the board (or other governing body) of a PAC.

 

 

Insider Trading Policy

 

Antifraud provisions of U.S. securities laws as well as the laws of other countries generally prohibit persons in possession of material non-public information from trading on or communicating the information to others. Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines and jail sentences. In addition, trading in fund shares while in possession of material, non-public information that may have an immediate impact on the value of the fund’s shares may constitute insider trading.

 

While investment research analysts are most likely to come in contact with material non-public information, the rules (and sanctions) in this area apply to all Capital associates and extend to activities both within and outside each associate's duties. Associates who believe they have material non-public information should contact any lawyer in the organization.

 

 

Personal Investing Policy

 

This policy applies only to “Covered Associates.” Special rules apply to certain associates in some non-US offices.

 

The Personal Investing Policy (Policy) sets forth specific rules regarding personal investments that apply to "covered" associates. These associates may have access to confidential information that places them in a position of special trust. The Code of Ethics requires that associates act with integrity and in an ethical manner and place the interests of fund shareholders and clients first. Associates are reminded that the requirements of the Code of Ethics apply to personal investing activities, even if the matter is not covered by a specific provision of the Policy.

 

The following is only a summary of the Personal Investing Policy.

 

Personal investing should be viewed as a privilege, not a right. As such, the Personal Investing Committee may place limitations on the number of preclearances and/or transactions.

 

Covered Associates

 

“Covered Associates” are associates with access to non-public information relating to current or imminent fund/client transactions, investment recommendations or fund portfolio holdings. Covered Associates include the associate’s spouse/spouse equivalent and other immediate family members (for example, children, siblings and parents) residing in the same household. Any reference to the requirements of Covered Associates in this document applies to these family members.

 

Additional rules apply to Investment Professionals

“Investment Professionals” include portfolio managers, investment counselors, investment analysts and research associates, portfolio specialists, investment specialists, traders, including trading assistants, and investment control, portfolio control and fixed income control associates, including assistants.

 

Questions regarding coverage status should be directed to the Code of Ethics Team.  

 

Prohibited transactions

 

The following transactions are prohibited:

 

· Initial Public Offering (IPO) investments

Exceptions are rarely granted; however, they will be considered on a case-by-case basis (for example, where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).

· Short selling of securities subject to preclearance
· Investments by Investment Professionals in short ETFs except those based on certain broad-based indices
· Spread betting/contracts for difference (CFD) on securities (allowed only on currencies, commodities, and broad-based indices)
· Writing puts and calls on securities subject to preclearance

 

Reporting requirements

 

Covered Associates are required to report their securities accounts, holdings and transactions. An electronic reporting platform is available for these disclosures.

 

Preclearance of securities transactions

 

Certain transactions may be exempt from preclearance; please refer to the Personal Investing Policy for more details.

 

Before buying or selling securities, including securities that are not publicly traded, Covered Associates must check with the Code of Ethics Team.

 

Preclearance requests will be handled during the hours the New York Stock Exchange (NYSE) is open, generally 6:30am to 1:00pm Pacific Time.

 

Transactions will generally not be permitted in securities on days the funds or clients are transacting in the issuer in question. In the case of Investment Professionals, permission to transact will be denied if the transaction would violate the seven-day blackout or short-term profits policies (see “Additional policies for Investment Professionals” below). Preclearance requests by Investment Professionals are subject to special review.

 

Additional policies for Investment Professionals

 

Disclosure of personal and professional holdings (cross-holdings)

 

Portfolio managers, investment analysts, portfolio specialists and certain investment specialists will be asked to disclose securities they own both personally and professionally on a quarterly basis. Analysts will also be required to disclose securities they hold personally that are within their research coverage or could be eligible for recommendation by the analyst professionally in the future in light of current research coverage areas. This disclosure will be reviewed by the Code of Ethics Team and may also be reviewed by various Capital committees.

If disclosure has not already been made to the Personal Investing Committee, any associate who is in a position to recommend a security that the associate owns personally for purchase or sale in a fund or client account should first disclose such personal ownership either in writing (in a company write-up) or verbally (when discussing the company at investment meetings) prior to making a recommendation. This disclosure requirement is consistent with both the CFA Institute standards as well as the ICI Advisory Group Guidelines .

 

In addition, portfolio managers, investment analysts, portfolio specialists and certain investment specialists are encouraged to notify investment/portfolio/fixed-income control of personal ownership of securities when placing an order (especially with respect to a first-time purchase).

 

Blackout periods

 

Investment Professionals may not buy or sell a security during a period beginning seven calendar days before and ending seven calendar days after a fund or client account transacts in that issuer. The blackout period applies to trades in the same management company with which the associate is affiliated. In addition, in instances where the fund or client accounts are active in fixed income assets, the blackout period will apply across all management companies, regardless of the management company with which the associate is affiliated.

 

If a fund or client account transaction takes place in the seven calendar days following a precleared transaction by an Investment Professional, the personal transaction may be reviewed by the Personal Investing Committee to determine the appropriate action, if any. For example, the Personal Investing Committee may recommend the associate be subject to a price adjustment to ensure that he or she has not received a better price than the fund or client account.

 

Ban on short-term trading

 

Investment Professionals are generally prohibited from the purchase and sale or sale and purchase of a security within 60 calendar days. This restriction does not apply to securities that are not subject to preclearance. However, if a situation arises whereby the associate is attempting to take a tax loss, an exception may be made. This restriction applies to the purchase of an option and the sale of an option, or the purchase of an option and the exercise of the option and sale of shares within 60 days. Although the associate may be granted preclearance at the time the option is purchased, there is a risk of being denied permission to sell the option or exercise and sell the underlying security. Accordingly, transactions in options on individual securities are strongly discouraged.

 

Exchange-traded funds (ETFs) and index funds

 

Investment Professionals should preclear ETFs and index funds (for example, UCITS, SICAVs, OEICs, FCPs, Unit Trusts and Publikumsfonds) except those based on certain broad-based indices.

 

Note: Investment Professionals are prohibited from investing in short ETFs based on certain broad-based indices.

 

  

Penalties for violating the Personal Investing Policy

 

Covered Associates may be subject to penalties for violating the Personal Investing Policy including failing to preclear, report, submit statements and/or failing to submit timely initial, quarterly and annual certification forms. Failure to adhere to the Personal Investing Policy could also result in disciplinary action, including termination.

 

Personal Investing Committee

 

The Personal Investing Committee oversees the administration of the Policy. Among other duties, the Committee considers certain types of preclearance requests as well as requests for exceptions to the Policy.

 

Questions regarding the Personal Investing Policy may be directed to the Code of Ethics Team.

 

 

 

 

* * * * *

 

 

 

Questions regarding the Code of Ethics may be directed to the Code of Ethics Team .

 

 

 
 

 

 

[Logo – American Funds®]

 

 

The following is representative of the Code of Ethics in effect for each Fund:

 

 

CODE OF ETHICS

 

 

With respect to non-affiliated Board members and all other access persons to the extent that they are not covered by The Capital Group Companies, Inc. policies:

 

 

  · No Board member shall so use his or her position or knowledge gained therefrom as to create a conflict between his or her personal interest and that of the Fund.

 

  · No Board member shall engage in excessive trading of shares of the fund or any other affiliated fund to take advantage of short-term market movements.

 

  · Each non-affiliated Board member shall report to the Secretary of the Fund not later than thirty (30) days after the end of each calendar quarter any transaction in securities which such Board member has effected during the quarter which the Board member then knows to have been effected within fifteen (15) days before or after a date on which the Fund purchased or sold, or considered the purchase or sale of, the same security.

 

  · For purposes of this Code of Ethics, transactions involving United States Government securities as defined in the Investment Company Act of 1940, bankers’ acceptances, bank certificates of deposit, commercial paper, or shares of registered open-end investment companies are exempt from reporting as are non-volitional transactions such as dividend reinvestment programs and transactions over which the Board member exercises no control.

 

*                  *                    *                   *

 

In addition, the Fund has adopted the following standards in accordance with the requirements of Form N-CSR adopted by the Securities and Exchange Commission pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 for the purpose of deterring wrongdoing and promoting:  1) honest and ethical conduct, including handling of actual or apparent conflicts of interest between personal and professional relationships; 2) full, fair, accurate, timely and understandable disclosure in reports and documents that a fund files with or submits to the Commission and in other public communications made by the fund; 3) compliance with applicable governmental laws, rules and regulations; 4) the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics; and 5) accountability for adherence to the Code of Ethics.  These provisions shall apply to the principal executive officer or chief executive officer and treasurer (“Covered Officers”) of the Fund.

 

 

  1. It is the responsibility of Covered Officers to foster, by their words and actions, a corporate culture that encourages honest and ethical conduct, including the ethical resolution of, and appropriate disclosure of conflicts of interest.  Covered Officers should work to assure a working environment that is characterized by respect for law and compliance with applicable rules and regulations.

 

  2. Each Covered Officer must act in an honest and ethical manner while conducting the affairs of the Fund, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.  Duties of Covered Officers include:

 

  · Acting with integrity;
  · Adhering to a high standard of business ethics; and
  · Not using personal influence or personal relationships to improperly influence investment decisions or financial reporting whereby the Covered Officer would benefit personally to the detriment of the Fund.

 

  3. Each Covered Officer should act to promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with or submits to, the Securities and Exchange Commission and in other public communications made by the Fund.

 

  · Covered Officers should familiarize themselves with disclosure requirements applicable to the Fund and disclosure controls and procedures in place to meet these requirements; and
  · Covered Officers must not knowingly misrepresent, or cause others to misrepresent facts about the Fund to others, including the Fund’s auditors, independent directors, governmental regulators and self-regulatory organizations.

 

  4. Any existing or potential violations of this Code of Ethics should be reported to The Capital Group Companies’ Personal Investing Committee.   The Personal Investing Committee is authorized to investigate any such violations and report their findings to the Chairman of the Audit Committee of the Fund.  The Chairman of the Audit Committee may report violations of the Code of Ethics to the Board or other appropriate entity including the Audit Committee, if he or she believes such a reporting is appropriate.  The Personal Investing Committee may also determine the appropriate sanction for any violations of this Code of Ethics, including removal from office, provided that removal from office shall only be carried out with the approval of the Board.

 

  5. Application of this Code of Ethics is the responsibility of the Personal Investing Committee, which shall report periodically to the Chairman of the Audit Committee of the Fund.

 

  6. Material amendments to these provisions must be ratified by a majority vote of the Board.  As required by applicable rules, substantive amendments to the Code of Ethics must be filed or appropriately disclosed.