SEC File Nos. 333-152323
811-22215


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
__________________

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.    1    (X)

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No.    1    (X)
__________________

INTERNATIONAL GROWTH AND INCOME FUND, INC.
(Exact Name of Registrant as Specified in Charter)

P.O. Box 7650, One Market, Steuart Tower, San Francisco, California 94120-7650
(Address of Principal Executive Offices) (Zip Code)

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

Michael J. Triessl
Counsel, Fund Business Management Group
Capital Research and Management Company
333 South Hope Street
Los Angeles, California 90071
(Name and Address of Agent for Service)


Copy to:

Michael Glazer
Paul, Hastings, Janofsky & Walker, LLP
515 South Flower Street
Los Angeles, California 90071-2228
(Counsel for the Registrant)
__________________

Approximate date of proposed public offering: October 1, 2008

The Registrant hereby amends the Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to Section 8(a), shall determine.
 
 
 
 
 
....
 
<PAGE>


SUBJECT TO COMPLETION, DATED AUGUST 29, 2008


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT
SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE
WHERE THE OFFER OR SALE IS NOT PERMITTED.







[logo - American Funds /(R)/]              The right choice for the long term/(R)/




International Growth
and Income Fund/SM/






PROSPECTUS







October , 2008









TABLE OF CONTENTS

 x    Risk/Return summary
 x    Fees and expenses of the fund
 x    Investment objective, strategies and risks
 x    Management and organization
 x    Shareholder information
 x    Choosing a share class
 x    Purchase and exchange of shares
 x    Sales charges
 x    Sales charge reductions and waivers
 x    Rollovers from retirement plans to IRAs
 x    Plans of distribution
 x    Other compensation to dealers
 x    How to sell shares
 x    Distributions and taxes



 THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF
 THESE SECURITIES. FURTHER, IT HAS NOT DETERMINED THAT THIS PROSPECTUS IS
 ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
 OFFENSE.



<PAGE>


[This page is intentionally left blank for this filing.]




<PAGE>

Risk/Return summary

The fund seeks to make your investment grow over time and provide you with
current income by investing primarily in stocks of larger, well-established
companies domiciled outside of the United States, including developing
countries. 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 primarily listed on exchanges outside the United States. The fund is
designed for investors seeking both capital appreciation and income. In pursuing
its objective, the fund will focus on stocks of companies with strong earnings
that pay dividends. We believe that these stocks will be more resistant to
market declines than stocks of companies that do not pay dividends. The fund may
also hold cash and money market instruments.

Your investment in the fund is subject to various risks. Consequently, the
fund's income may decline and/or the value of its portfolio holdings may lose
value.

Declines in dividends paid to the fund and in the value of certain stocks held
by the fund could be in response to economic, political and/or social events
taking place around the world. For example, increases in the prices of basic
commodities, such as oil and grains, can negatively impact the value of certain
companies. Further, changes in relationships among global currencies may trigger
declines in the value of the fund's income and/or holdings. Investing in
securities issued by entities based outside of the United States may also be
affected by currency controls, different accounting and legal standards,
expropriation, tax policies, greater market volatility and various
administrative difficulties. These risks may be heightened in connection with
investments in developing countries. Finally, the fund's investment results will
depend on the ability of the fund's investment adviser to navigate these risks.


Your investment in the fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, entity or person.

YOU MAY LOSE MONEY BY INVESTING IN THE FUND. THE LIKELIHOOD OF LOSS MAY BE
GREATER IF YOU INVEST FOR A SHORTER PERIOD OF TIME.


                                       1

                              International Growth and Income Fund / Prospectus
<PAGE>

Fees and expenses of the fund

These tables describe the fees and expenses that you may pay if you buy and hold
shares of the fund.




 SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)

                        CLASS A/1/  CLASS B/1/  CLASS C/1/  CLASS 529-E/2/   CLASS F/1/,/3/
--------------------------------------------------------------------------------------------

 Maximum initial sales
 charge on purchases    5.75%/4/       none        none          none             none
 (as a percentage of
 offering price)
--------------------------------------------------------------------------------------------
 Maximum sales charge      none        none        none          none             none
 on reinvested
 dividends
--------------------------------------------------------------------------------------------
 Maximum contingent        none/5/    5.00%/6/    1.00%/7/       none             none
 deferred sales charge
--------------------------------------------------------------------------------------------
 Redemption or             none        none        none          none             none
 exchange fees




 ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)/8/

                              CLASS A  CLASS B  CLASS C  CLASS F-1   CLASS F-2
-------------------------------------------------------------------------------

 Management fees/9/            0.69%    0.69%    0.69%     0.69%       0.69%
-------------------------------------------------------------------------------
 Distribution and/or service   0.30     1.00     1.00      0.25        none
 (12b-1) fees/10/
-------------------------------------------------------------------------------
 Other expenses/11/            0.51     0.52     0.56      0.49        0.52
-------------------------------------------------------------------------------
 Total annual fund operating   1.50     2.21     2.25      1.43        1.21
 expenses/9/,/11/

                               CLASS    CLASS    CLASS     CLASS       CLASS
                               529-A    529-B    529-C     529-E      529-F-1
-------------------------------------------------------------------------------
 Management fees/9/            0.69%    0.69%    0.69%     0.69%       0.69%
-------------------------------------------------------------------------------
 Distribution and/or service   0.30     1.00     1.00      0.50        0.00
 (12b-1) fees/12/
-------------------------------------------------------------------------------
 Other expenses/11/,/13/       0.59     0.61     0.60      0.59        0.59
-------------------------------------------------------------------------------
 Total annual fund operating   1.58     2.30     2.29      1.78        1.28
 expenses/9/,/11/



1  Includes corresponding 529 share class. Accounts holding these 529 shares are
   subject to a $10 account setup fee and an annual $10 account maintenance fee,
   which are not reflected in this table.
2  Available only to employer-sponsored 529 plans. Accounts holding these shares
   are subject to a $10 account setup fee and an annual $10 account maintenance
   fee, which are not reflected in this table.
3  Class F-1, F-2 and 529-F-1 shares are generally available only to fee-based
   programs of investment dealers that have special agreements with the fund's
   distributor and to certain registered investment advisers.
4  The initial sales charge is reduced for purchases of $25,000 or more and
   eliminated for purchases of $1 million or more.
5  A contingent deferred sales charge of 1.00% applies on certain redemptions
   made within one year following purchases of $1 million or more made without an
   initial sales charge.
6  The contingent deferred sales charge is reduced one year after purchase and
   eliminated six years after purchase.
7  The contingent deferred sales charge is eliminated one year after purchase.
8  Based on estimated amounts for the current fiscal year.
9  The fund's investment adviser is currently waiving 10% of its management fee.
   The waiver may be discontinued at any time, in consultation with the fund's
   board, but it is expected to continue at this level until further review. The
   fund's investment adviser and board intend to review the waiver as
   circumstances warrant. Management fees and total annual fund operating expenses
   in the table do not reflect any waiver.
10 Class A and F-1 12b-1 fees may not exceed .30% and .50%, respectively, of
   each class's average net assets annually. Class B and C 12b-1 fees may not
   exceed 1.00% of each class's average net assets annually.

11 Includes custodial, legal, transfer agent and subtransfer agent/recordkeeping
   payments and various other expenses. Subtransfer agent/recordkeeping payments
   may be made to third parties (including affiliates of the fund's investment
   adviser) that provide subtransfer agent, recordkeeping and/or shareholder
   services with respect to certain shareholder accounts in lieu of the transfer
   agent providing such services. The amount paid for subtransfer
   agent/recordkeeping services will vary depending on the share class and
   services provided, and typically ranges from $3 to $19 per account. The fund's
   investment adviser is currently reimbursing the fund for a portion of these
   expenses. Such reimbursements may be reduced or discontinued at any time as
   determined by the investment adviser. Other expenses and total annual fund
   operating expenses in the table do not reflect any reimbursements.
12 Class 529-A and 529-F-1 12b-1 fees may not exceed .50% of each class's
   average net assets annually. Class 529-B and 529-C 12b-1 fees may not exceed
   1.00% of each class's average net assets annually. Class 529-E 12b-1 fees may
   not exceed .75% of the class's average net assets annually.
13 Includes up to a maximum of .10% paid to a state or states for oversight and
   administrative services.


                                       2

International Growth and Income Fund / Prospectus


<PAGE>

EXAMPLES

The examples below are intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The examples assume that
you invest $10,000 in the fund for the time periods indicated, that your
investment has a 5% return each year, that all dividends and capital gain
distributions are reinvested, and that the fund's operating expenses remain the
same as shown above. The examples do not reflect the impact of any fee waivers
or expense reimbursements. The examples assuming redemption do not reflect the
effect of any taxable gain or loss at the time of the redemption.

Although your actual costs may be higher or lower, based on these assumptions,
your cumulative estimated expenses would be:



                                                        1 YEAR   3 YEARS
-------------------------------------------------------------------------

 Class A/1/                                              $719    $1,022
-------------------------------------------------------------------------
 Class B -- assuming redemption/2/                        724     1,091
-------------------------------------------------------------------------
 Class B -- assuming no redemption/3/                     224       691
-------------------------------------------------------------------------
 Class C -- assuming redemption/4/                        328       703
-------------------------------------------------------------------------
 Class C -- assuming no redemption                        228       703
-------------------------------------------------------------------------
 Class F-1 -- excluding intermediary fees/5/              146       452
-------------------------------------------------------------------------
 Class F-2 -- excluding intermediary fees/5/              123       384
-------------------------------------------------------------------------
 Class 529-A/1/,/6/                                       746     1,084
-------------------------------------------------------------------------
 Class 529-B -- assuming redemption/2/,/6/                753     1,157
-------------------------------------------------------------------------
 Class 529-B -- assuming no redemption/3/,/6/             253       757
-------------------------------------------------------------------------
 Class 529-C -- assuming redemption/4/,/6/                352       754
-------------------------------------------------------------------------
 Class 529-C -- assuming no redemption/6/                 252       754
-------------------------------------------------------------------------
 Class 529-E/6/                                           201       599
-------------------------------------------------------------------------
 Class 529-F-1 -- excluding intermediary fees/5/,/6/      150       445

1  Reflects the maximum initial sales charge.

2  Reflects applicable contingent deferred sales charges through year six and
   Class A or 529-A expenses for years nine and 10 because Class B and 529-B
   shares automatically convert to Class A and 529-A shares, respectively, in the
   month of the eight-year anniversary of the purchase date.
3  Reflects Class A or 529-A expenses for years nine and 10 because Class B and
   529-B shares automatically convert to Class A and 529-A shares, respectively,
   in the month of the eight-year anniversary of the purchase date.
4  Reflects a contingent deferred sales charge in the first year.
5  Does not include fees charged by financial intermediaries, which are
   independent of fund expenses and will increase the overall cost of your
   investment. Intermediary fees typically range from .75% to 1.50% of assets
   annually depending on the services offered.
6  Reflects an initial $10 account setup fee and an annual $10 account
   maintenance fee.


                                       3

                              International Growth and Income Fund / Prospectus
<PAGE>

Investment objective, strategies and risks

The fund's investment objective is to provide you with long-term growth of
capital while providing current income. The fund will pursue this objective by
investing primarily in securities of issuers domiciled outside of the United
States.

The prices of, and the income generated by, securities held by the fund may
decline in response to certain events, including those directly involving the
companies whose securities are owned by the fund; conditions affecting the
general economy; overall market changes; local, regional or global political,
social or economic instability; and currency, interest rate and commodity price
fluctuations. Investments in securities issued by entities based outside the
United States may also be affected by currency controls; different accounting,
auditing, financial reporting, and legal standards and practices in some
countries; expropriation; changes in tax policy; greater market volatility;
differing 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. These risks may be heightened
in connection with investments in developing countries.

The fund may also hold cash or money market instruments. 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. A larger
percentage of such holdings could limit the fund's ability to achieve its
investment objective in a period of rising market prices. A larger percentage of
cash or money market instruments 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 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 above-average, 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.


                                       4

International Growth and Income Fund / Prospectus


<PAGE>

Management and organization

INVESTMENT ADVISER

Capital Research and Management Company, an experienced investment management
organization founded in 1931, serves as investment adviser to the fund and other
funds, including the American Funds. Capital Research and Management Company is
a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at
333 South Hope Street, Los Angeles, California 90071, and 6455 Irvine Center
Drive, Irvine, California 92618. Capital Research and Management Company manages
the investment portfolio 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." A more detailed description of the investment
advisory and service agreement between the fund and the investment adviser is
included in the fund's statement of additional information.

Capital Research and Management Company manages equity assets through two
investment divisions, Capital World Investors and Capital Research Global
Investors, and manages fixed-income assets through its Fixed Income division.
Capital World Investors and Capital Research Global Investors make investment
decisions on an independent basis.

EXECUTION OF PORTFOLIO TRANSACTIONS

The investment adviser places orders with broker-dealers for the fund's
portfolio transactions. In selecting broker-dealers, the investment adviser
strives to obtain "best execution" (the most favorable total price reasonably
attainable under the circumstances) for the fund's portfolio transactions,
taking into account a variety of factors. Subject to best execution, the
investment adviser may consider investment research and/or brokerage services
provided to the adviser in placing orders for the fund's portfolio transactions.
The investment adviser may place orders for the fund's portfolio transactions
with broker-dealers who have sold shares of funds managed by the investment
adviser or its affiliated companies; however, it does not give consideration to
whether a broker-dealer has sold shares of the funds managed by the investment
adviser or its affiliated companies when placing any such orders for the fund's
portfolio transactions. A more detailed description of the investment adviser's
policies is included in the fund's statement of additional information.


                                       5

                              International Growth and Income Fund / Prospectus
<PAGE>

PORTFOLIO HOLDINGS

Portfolio holdings information for the fund is available on the American Funds
website at americanfunds.com. To reach this information, access the lower
portion of the fund's details page on the website. A list of the fund's top 10
equity holdings, updated as of each month-end, is generally posted to this page
within 14 days after the end of the applicable month. A link to the fund's
complete list of publicly disclosed portfolio holdings, updated as of each
calendar quarter-end, is generally posted to this page within 45 days after the
end of the applicable quarter. Both lists remain available on the website until
new information for the next month or quarter is posted. Portfolio holdings
information for the fund is also contained in reports filed with the Securities
and Exchange Commission.

A description of the fund's policies and procedures regarding disclosure of
information about its portfolio holdings is available in the statement of
additional information.

MULTIPLE PORTFOLIO COUNSELOR SYSTEM

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


                                       6



International Growth and Income Fund / Prospectus


<PAGE>

The primary individual portfolio counselors for International Growth and Income
Fund are:

                                             PRIMARY TITLE WITH            PORTFOLIO
                            PORTFOLIO        INVESTMENT ADVISER            COUNSELOR'S
 PORTFOLIO COUNSELOR/       COUNSELOR        (OR AFFILIATE)                ROLE IN
 FUND TITLE                 EXPERIENCE       AND INVESTMENT                MANAGEMENT
 (IF APPLICABLE)           IN THIS FUND      EXPERIENCE                    OF THE FUND
-------------------------------------------------------------------------------------------------

 STEVEN T. WATSON        Less than 1 year    Senior Vice President -       Serves as an equity
 Vice Chairman of the   (since the fund's    Capital World Investors (a    portfolio counselor
 Board                      inception)       division of Capital
                                             Research and Management
                                             Company)
                                             Investment professional for
                                             21 years in total;
                                             19 years with Capital
                                             Research and Management
                                             Company or affiliate
-------------------------------------------------------------------------------------------------
 CARL M. KAWAJA          Less than 1 year    Senior Vice President -       Serves as an equity
 President              (since the fund's    Capital World Investors (a    portfolio counselor
                            inception)       division of Capital
                                             Research and Management
                                             Company)
                                             Investment professional for
                                             21 years in total;
                                             17 years with Capital
                                             Research and Management
                                             Company or affiliate
-------------------------------------------------------------------------------------------------
 ANDREW B. SUZMAN        Less than 1 year    Senior Vice President -       Serves as an equity
 Senior Vice President  (since the fund's    Capital World Investors (a    portfolio counselor
                            inception)       division of Capital
                                             Research and Managment
                                             Company)
                                             Investment professional for
                                             15 years in total; all with
                                             Capital Research and
                                             Management Company or
                                             affiliate
-------------------------------------------------------------------------------------------------



Information regarding the portfolio counselors' compensation, their ownership of
securities in the fund and other accounts they manage can be found in the
statement of additional information.


                                       7

                              International Growth and Income Fund / Prospectus
<PAGE>

Shareholder information

SHAREHOLDER SERVICES

American Funds Service Company/(R)/, the fund's transfer agent, offers a wide
range of services that you can use to alter your investment program should your
needs and circumstances change. These services may be terminated or modified at
any time upon 60 days' written notice. For your convenience, American Funds
Service Company has four service centers across the country.




AMERICAN FUNDS SERVICE COMPANY SERVICE AREAS
Call toll-free from anywhere in the United States
(8 a.m. to 8 p.m. ET): 800/421-0180
Access the American Funds website : americanfunds.com
           [map of the United States] 

INDIANA                            VIRGINIA
SERVICE CENTER                     SERVICE CENTER
American Funds                     American Funds
Service Company                    Service Company
P.O. Box 6164                      P.O. Box 2560
Indianapolis, Indiana              Norfolk, Virginia
46206-6164                         23501-2560
Fax: 317/735-6636                  Fax: 757/670-4761




A MORE DETAILED DESCRIPTION OF POLICIES AND SERVICES IS INCLUDED IN THE FUND'S
STATEMENT OF ADDITIONAL INFORMATION AND THE OWNER'S GUIDE SENT TO NEW AMERICAN
FUNDS SHAREHOLDERS ENTITLED WELCOME. CLASS 529 SHAREHOLDERS SHOULD ALSO REFER TO
THE APPLICABLE PROGRAM DESCRIPTION FOR INFORMATION ON POLICIES AND SERVICES
SPECIFICALLY RELATING TO THEIR ACCOUNT(S). These documents are available by
writing or calling American Funds Service Company. Certain privileges and/or
services described on the following pages of this prospectus and in the
statement of additional information may not be available to you depending on
your investment dealer. Please see your financial adviser or investment dealer
for more information.


                                       8

International Growth and Income Fund / Prospectus


<PAGE>

Choosing a share class

The fund offers different classes of shares through this prospectus. Class A, B,
C and F shares are available through various investment programs or accounts,
including certain types of retirement plans (see limitations below). The
services or share classes available to you may vary depending upon how you wish
to purchase shares of the fund. Unless otherwise noted, references in this
prospectus to Class F shares refer to both Class F-1 and F-2 shares.

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

Each share class represents an investment in the same portfolio of securities,
but each class has its own sales charge and expense structure, allowing you to
choose the class that best fits your situation. WHEN YOU PURCHASE SHARES OF THE
FUND, YOU SHOULD CHOOSE A SHARE CLASS. IF NONE IS CHOSEN, YOUR INVESTMENT WILL
BE MADE IN CLASS A SHARES OR, IN THE CASE OF A 529 PLAN INVESTMENT, CLASS 529-A
SHARES.

Factors you should consider in 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 C shares are not available to retirement plans that do not
     currently invest in such shares and that are eligible to invest in Class R
     shares, including employer-sponsored retirement plans such as defined benefit
     plans, 401(k) plans, 457 plans, employer-sponsored 403(b) plans, and money
     purchase pension and profit-sharing plans; and

  -- Class F and 529-F-1 shares are generally available only to fee-based
     programs of investment dealers that have special agreements with the fund's
     distributor and to certain registered investment advisers.

EACH INVESTOR'S FINANCIAL CONSIDERATIONS ARE DIFFERENT. YOU SHOULD SPEAK WITH
YOUR FINANCIAL ADVISER TO HELP YOU DECIDE WHICH SHARE CLASS IS BEST FOR YOU.

UNLESS OTHERWISE NOTED, REFERENCES 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.


                                       9

                              International Growth and Income Fund / Prospectus
<PAGE>





 SUMMARY OF THE PRIMARY DIFFERENCES AMONG SHARE CLASSES

 CLASS A SHARES
 Initial sales charge    up to 5.75% (reduced for purchases of $25,000 or more
                         and eliminated for purchases of $1 million or more)
 Contingent deferred     none (except that a charge of 1.00% applies to certain
 sales charge            redemptions made within one year following purchases
                         of $1 million or more without an initial sales charge)
 12b-1 fees              up to .30% annually (for Class 529-A shares, may not
                         exceed .50% annually)
 Dividends               generally higher than other classes due to lower
                         annual expenses, but may be lower than Class F-1
                         shares, depending on relative expenses, and lower than
                         Class F-2 shares due to higher 12b-1 fees
 Purchase maximum        none
 Conversion              none
 CLASS B SHARES
 Initial sales charge    none
 Contingent deferred     starts at 5.00%, declining to 0% six years after
 sales charge            purchase
 12b-1 fees              up to 1.00% annually
 Dividends               generally lower than Class A and F shares due to
                         higher 12b-1 fees and other expenses, but higher than
                         Class C shares due to lower other expenses
 Purchase maximum        see the discussion regarding purchase minimums and
                         maximums in "Purchase and exchange of shares"
 Conversion              automatic conversion to Class A or 529-A shares in the
                         month of the eight-year anniversary of the purchase
                         date, reducing future annual expenses
 CLASS C SHARES
 Initial sales charge    none
 Contingent deferred     1.00% if shares are sold within one year after
 sales charge            purchase
 12b-1 fees              up to 1.00% annually
 Dividends               generally lower than other classes due to higher 12b-1
                         fees and other expenses
 Purchase maximum        see the discussion regarding purchase minimums and
                         maximums in "Purchase and exchange of shares"
 Conversion              automatic conversion to Class F-1 shares in the month
                         of the 10-year anniversary of the purchase date,
                         reducing future annual expenses (Class 529-C shares
                         will not convert to Class 529-F-1 shares)
 CLASS 529-E SHARES
 Initial sales charge    none
 Contingent deferred     none
 sales charge
 12b-1 fees              currently up to .50% annually (may not exceed .75%
                         annually)
 Dividends               generally higher than Class 529-B and 529-C shares due
                         to lower 12b-1 fees, but lower than Class 529-A and
                         529-F-1 shares due to higher 12b-1 fees
 Purchase maximum        none
 Conversion              none
 CLASS F-1 SHARES
 Initial sales charge    none
 Contingent deferred     none
 sales charge
 12b-1 fees              currently up to .25% annually (may not exceed .50%
                         annually)
 Dividends               generally higher than Class B and C shares due to
                         lower 12b-1 fees, and may be higher than Class A
                         shares, depending on relative expenses, and lower than
                         Class F-2 shares due to higher 12b-1 fees
 Purchase maximum        none
 Conversion              none
 CLASS F-2 SHARES
 Initial sales charge    none
 Contingent deferred     none
 sales charge
 12b-1 fees              none
 Dividends               generally higher than other classes due to absence of
                         12b-1 fees
 Purchase maximum        none
 Conversion              none





                                       10

International Growth and Income Fund / Prospectus


<PAGE>


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                                       11

                              International Growth and Income Fund / Prospectus
<PAGE>

Purchase and exchange of shares

THE FUND'S TRANSFER AGENT, ON BEHALF OF THE FUND AND AMERICAN FUNDS
DISTRIBUTORS,/(R) THE FUND'S DISTRIBUTOR, IS REQUIRED BY LAW TO OBTAIN
CERTAIN PERSONAL INFORMATION FROM YOU OR ANY OTHER PERSON(S) ACTING ON YOUR
BEHALF IN ORDER TO VERIFY YOUR OR SUCH PERSON'S IDENTITY. IF YOU DO NOT PROVIDE
THE INFORMATION, THE TRANSFER AGENT MAY NOT BE ABLE TO OPEN YOUR ACCOUNT. IF THE
TRANSFER AGENT IS UNABLE TO VERIFY YOUR IDENTITY OR THAT OF ANY OTHER PERSON(S)
AUTHORIZED TO ACT ON YOUR BEHALF, OR BELIEVES IT HAS IDENTIFIED POTENTIALLY
CRIMINAL ACTIVITY, THE FUND AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO
CLOSE YOUR ACCOUNT OR TAKE SUCH OTHER ACTION THEY DEEM REASONABLE OR REQUIRED BY
LAW.

When purchasing shares, you should designate the fund or funds in which you wish
to invest. If no fund is designated and the amount of your cash investment is
more than $5,000, your money will be held uninvested (without liability to the
transfer agent for loss of income or appreciation pending receipt of proper
instructions) until investment instructions are received, but for no more than
three business days. Your investment will be made at the net asset value (plus
any applicable sales charge in the case of Class A shares) next determined after
investment instructions are received and accepted by the transfer agent. If
investment instructions are not received, your money will be invested in Class A
shares of The Cash Management Trust of America on the third business day after
receipt of your investment.

If no fund is designated and the amount of your cash investment is $5,000 or
less, your money will be invested in the same proportion and in the same fund or
funds in which your last cash investment (excluding exchanges) was made,
provided such investment was made within the last 16 months. If no investment
was made within the last 16 months, your money will be held uninvested (without
liability to the transfer agent for loss of income or appreciation pending
receipt of proper instructions) until investment instructions are received, but
for no more than three business days. Your investment will be made at the net
asset value (plus any applicable sales charge in the case of Class A shares)
next determined after investment instructions are received and accepted by the
transfer agent. If investment instructions are not received, your money will be
invested in Class A shares of The Cash Management Trust of America on the third
business day after receipt of your investment.

PURCHASE OF CLASS A, B AND C SHARES

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


                                       12

International Growth and Income Fund / Prospectus


<PAGE>

PURCHASE OF CLASS F SHARES

You may generally open an account and purchase Class F shares only through
fee-based programs of investment dealers that have special agreements with the
fund's distributor and through certain registered investment advisers. These
dealers and advisers typically charge ongoing fees for services they provide.

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 529 shares by contacting any financial adviser
(who may impose transaction charges in addition to those described in this
prospectus) authorized to sell such an account. You may purchase additional
shares in various ways, including through your financial adviser and by mail,
telephone, the Internet and bank wire.

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

EXCHANGE

Generally, you may exchange your shares into shares of the same class of other
American Funds without a sales charge. Class A, C or F-1 shares may generally be
exchanged into the corresponding 529 share class without a sales charge. Class B
shares may not be exchanged into Class 529-B shares. EXCHANGES FROM CLASS A, C
OR F-1 SHARES TO THE CORRESPONDING 529 SHARE CLASS, PARTICULARLY IN THE CASE OF
UNIFORM GIFTS TO MINORS ACT OR UNIFORM TRANSFERS TO MINORS ACT CUSTODIAL
ACCOUNTS, MAY RESULT IN SIGNIFICANT LEGAL AND TAX CONSEQUENCES AS DESCRIBED IN
THE APPLICABLE PROGRAM DESCRIPTION. PLEASE CONSULT YOUR FINANCIAL ADVISER BEFORE
MAKING SUCH AN EXCHANGE.

Exchanges of shares from American Funds money market funds initially purchased
without a sales charge generally will be subject to the appropriate sales
charge. For purposes of computing the contingent deferred sales charge on Class
B and C shares, the length of time you have owned your shares will be measured
from the date of original purchase and will not be affected by any permitted
exchange.

Exchanges have the same tax consequences as ordinary sales and purchases. For
example, to the extent you exchange shares held in a taxable account that are
worth more now than what you paid for them, the gain will be subject to
taxation. See "Transactions by telephone, fax or the Internet" for information
regarding electronic exchanges.


                                       13

                              International Growth and Income Fund / Prospectus
<PAGE>

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 directors has adopted a "purchase
blocking policy" under which any shareholder redeeming shares (including
redemptions that are part of an exchange transaction) having a value of $5,000
or more from the fund will be precluded from investing in the fund (including
investments that are part of an exchange transaction) for 30 calendar days after
the redemption transaction. Under the fund's purchase blocking policy, certain
purchases will not be prevented and certain redemptions will not trigger a
purchase block, such as: systematic redemptions and purchases where the entity
maintaining the shareholder account is able to identify the transaction as a
systematic redemption or purchase; purchases and redemptions of shares having a
value of less than $5,000; transactions in Class 529 shares; purchases and
redemptions resulting from reallocations by American Funds Target Date
Retirement Series/(R)/; retirement plan contributions, loans and distributions
(including hardship withdrawals) identified as such on the retirement plan
recordkeeper's system; and purchase transactions involving transfers of assets,
rollovers, Roth IRA conversions and IRA recharacterizations, where the entity
maintaining the shareholder account is able to identify the transaction as one
of these types of transactions.


                                       14

International Growth and Income Fund / Prospectus


<PAGE>

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,
ALL TRANSACTIONS IN FUND SHARES REMAIN SUBJECT TO THE FUND'S AND AMERICAN FUNDS
DISTRIBUTORS' RIGHT TO RESTRICT POTENTIALLY ABUSIVE TRADING GENERALLY (INCLUDING
THE TYPES OF TRANSACTIONS DESCRIBED ABOVE THAT WILL NOT BE PREVENTED OR TRIGGER
A BLOCK UNDER THE PURCHASE BLOCKING POLICY). SEE THE STATEMENT OF ADDITIONAL
INFORMATION FOR MORE INFORMATION ABOUT HOW AMERICAN FUNDS SERVICE COMPANY MAY
ADDRESS OTHER POTENTIALLY ABUSIVE TRADING ACTIVITY IN THE AMERICAN FUNDS.

PURCHASE MINIMUMS AND MAXIMUMS



 PURCHASE MINIMUMS FOR ALL CLASSES OF SHARES/1/
-------------------------------------------------------------------------------

 To establish an account (including retirement plan and 529          $    250/2/
 accounts)
    For a payroll deduction retirement plan account, payroll
    deduction                                                              25
    savings plan account or employer-sponsored 529 account
 To add to an account                                                      50
    For a payroll deduction retirement plan account, payroll               25
    deduction
    savings plan account or employer-sponsored 529 account
-------------------------------------------------------------------------------
 PURCHASE MAXIMUM PER TRANSACTION FOR CLASS B SHARES                   50,000
-------------------------------------------------------------------------------
 PURCHASE MAXIMUM PER TRANSACTION FOR CLASS C SHARES                  500,000




1  Purchase minimums may be waived in certain cases. Please see the statement of
   additional information for details.
2  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.


                                       15

                              International Growth and Income Fund / Prospectus
<PAGE>

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.

If you have significant American Funds holdings, you may not be eligible to
invest in Class B or C shares (or their corresponding 529 share classes).
Specifically, you may not purchase Class B or 529-B shares if you are eligible
to purchase Class A or 529-A shares at the $100,000 or higher sales charge
discount rate, and 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 (i.e., at net asset value). See "Sales charge reductions
and waivers" in this prospectus and the statement of additional information for
more information regarding sales charge discounts.

VALUING SHARES

The net asset value of each share class of the fund is the value of a single
share. The fund calculates the net asset value each day the New York Stock
Exchange is open for trading as of approximately 4 p.m. New York time, the
normal close of regular trading. 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 principally trade 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 will reduce, if not
eliminate, potential arbitrage opportunities otherwise available to short-term
investors.

Because the fund may hold securities that are primarily listed on foreign
exchanges that trade on weekends or days when the fund does not price its
shares, the value 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 and accepts your
request. A contingent deferred sales charge may apply at the time you sell
certain Class A, B and C shares.

MOVING BETWEEN SHARE CLASSES AND ACCOUNTS

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


                                       16

International Growth and Income Fund / Prospectus


<PAGE>

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:
                                                                 DEALER
                                                   NET         COMMISSION
                                       OFFERING   AMOUNT     AS A PERCENTAGE
 INVESTMENT                             PRICE    INVESTED   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   none      none      see below
 investments described 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.


                                       17

                              International Growth and Income Fund / Prospectus
<PAGE>

CLASS A PURCHASES NOT SUBJECT TO SALES CHARGES

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

. investments in Class A shares made by endowments or foundations with $50
  million or more in assets;

. investments made by accounts that are part of certain qualified fee-based
  programs and that purchased Class A shares before the discontinuation of your
  investment dealer's load-waived Class A share program with the American Funds;
  and

. certain rollover investments from retirement plans to IRAs (see "Rollovers
  from retirement plans to IRAs" in this prospectus for more information).

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

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

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

 EMPLOYER-SPONSORED RETIREMENT PLANS

 Many employer-sponsored retirement plans are eligible to purchase Class R
 shares. Such eligible plans and Class R shares are described in more detail in
 the fund's retirement plan prospectus.

 Employer-sponsored retirement plans that are eligible to purchase Class R
 shares may instead purchase Class A shares and pay the applicable Class A sales
 charge, provided 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.


                                       18

International Growth and Income Fund / Prospectus


<PAGE>

 Employer-sponsored retirement plans that invested in Class A shares without any
 sales charge on or before March 31, 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.

CLASS B AND C SHARES

Class B and C shares are sold without any initial sales charge. American Funds
Distributors pays 4% of the amount invested to dealers who sell Class B shares
and 1% to dealers who sell Class C shares.

For Class B shares, a contingent deferred sales charge may be applied to shares
you sell within six years of purchase, as shown in the table below.



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%



For Class C shares, a contingent deferred sales charge of 1% applies if shares
are sold within one year of purchase.

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

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

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


                                       19

                              International Growth and Income Fund / Prospectus
<PAGE>

AUTOMATIC CONVERSION OF CLASS B AND C SHARES

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

CLASS 529-E AND CLASS F SHARES

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

Sales charge reductions and waivers

TO RECEIVE A REDUCTION IN YOUR CLASS A INITIAL SALES CHARGE, YOU MUST LET YOUR
FINANCIAL ADVISER OR AMERICAN FUNDS SERVICE COMPANY KNOW AT THE TIME YOU
PURCHASE SHARES THAT YOU QUALIFY FOR SUCH A REDUCTION. IF YOU DO NOT LET YOUR
ADVISER OR AMERICAN FUNDS SERVICE COMPANY KNOW THAT YOU ARE ELIGIBLE FOR A
REDUCTION, YOU MAY NOT RECEIVE A SALES CHARGE DISCOUNT TO WHICH YOU ARE
OTHERWISE ENTITLED. In order to determine your eligibility to receive a sales
charge discount, it may be necessary for you to provide your adviser or American
Funds Service Company with information and records (including account
statements) of all relevant accounts invested in the American Funds. To have
your Class A, B or C contingent deferred sales charge waived, you must let your
adviser or American Funds Service Company know at the time you redeem shares
that you qualify for such a waiver.

IN ADDITION TO THE INFORMATION IN THIS PROSPECTUS, YOU MAY OBTAIN MORE
INFORMATION ABOUT SHARE CLASSES, SALES CHARGES AND SALES CHARGE REDUCTIONS AND
WAIVERS THROUGH A LINK ON THE HOME PAGE OF THE AMERICAN FUNDS WEBSITE AT
AMERICANFUNDS.COM, FROM THE STATEMENT OF ADDITIONAL INFORMATION OR FROM YOUR
FINANCIAL ADVISER.

REDUCING YOUR CLASS A INITIAL SALES CHARGE

Consistent with the policies described in this prospectus, you and your
"immediate family" (your spouse -- or equivalent if recognized under local law
-- and your children under the age of 21) may combine all of your American Funds
investments to reduce your Class A sales charge. Certain investments in the
American Funds Target Date Retirement Series may also be combined for this
purpose. Please see the American Funds Target Date


                                       20

International Growth and Income Fund / Prospectus


<PAGE>

Retirement Series prospectus for further information. However, for this purpose,
investments representing direct purchases of American Funds money market funds
are excluded. Following are different ways that you may qualify for a reduced
Class A sales charge:

 AGGREGATING ACCOUNTS

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

 . trust accounts established by the above individuals (please see the statement
   of additional information for details regarding aggregation of trust accounts
   where the person(s) who established the trust is/are deceased);

 . solely controlled business accounts; and

 . single-participant retirement plans.

 CONCURRENT PURCHASES

 You may combine simultaneous purchases (including, upon your request, purchases
 for gifts) of any class of shares of two or more American Funds (excluding
 American Funds money market funds) 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 funds) to determine the
 initial sales charge you pay on each purchase of Class A shares. Subject to
 your investment dealer's capabilities, your accumulated holdings will be
 calculated as the higher of (a) the current value of your existing holdings or
 (b) the amount you invested (excluding capital appreciation) less any
 withdrawals. Please see the statement of additional information for 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
 funds) 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. The market value of
 your existing holdings eligible to be aggregated as of the day


                                       21

                              International Growth and Income Fund / Prospectus
<PAGE>

 immediately before the start of the statement period may be credited toward
 satisfying the statement. A portion of your account may be held in escrow to
 cover additional Class A sales charges that may be due if your total purchases
 over the statement period do not qualify you for the applicable sales charge
 reduction. Employer-sponsored retirement plans may be restricted from
 establishing statements of intention. See "Sales charges" in this prospectus
 for more information.

RIGHT OF REINVESTMENT

Please see "How to sell shares" in this prospectus for information on how to
reinvest proceeds from a redemption, dividend payment or capital gain
distribution without a sales charge.

CONTINGENT DEFERRED SALES CHARGE WAIVERS

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

. permitted exchanges of shares, except if shares acquired by exchange are then
  redeemed within the period during which a contingent deferred sales charge
  would apply to the initial shares purchased;

. tax-free returns of excess contributions to IRAs;

. redemptions due to death or postpurchase disability of the shareholder (this
  generally excludes accounts registered in the names of trusts and other
  entities);

. for 529 share classes only, redemptions due to a beneficiary's death,
  postpurchase disability or receipt of a scholarship (to the extent of the
  scholarship award);

. redemptions due to the complete termination of a trust upon the death of the
  trustor/ grantor or beneficiary, but only if such termination is specifically
  provided for in the trust document; and

. the following types of transactions, if together they do not exceed 12% of the
  value of an account annually (see the statement of additional information for
  more information about waivers regarding these types of transactions):

  -- redemptions due to receiving required minimum distributions from retirement
     accounts upon reaching age 70 1/2 (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).


                                       22

International Growth and Income Fund / Prospectus


<PAGE>

Rollovers from retirement plans to IRAs

Assets from retirement plans may be invested in Class A, B, C or F shares
through an IRA rollover. Rollovers invested in Class A shares from retirement
plans will be subject to applicable sales charges. The following rollovers to
Class A shares will be made without a sales charge:

. rollovers to IRAs from 403(b) plans with Capital Bank and Trust Company as
  custodian; and

. rollovers to IRAs that are attributable to American Funds investments, if they
  meet the following requirements:

  -- the assets being rolled over were invested in American Funds at the time of
     distribution; and

  -- the rolled over assets are contributed to an American Funds IRA with Capital
     Bank and Trust Company as custodian.

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

Plans of distribution

The fund has plans of distribution or "12b-1 plans" under which it may finance
activities primarily intended to sell shares, provided the categories of
expenses are approved in advance by the fund's board of directors. The plans
provide for payments, based on annualized percentages of average daily net
assets, of up to .30% for Class A shares; up to .50% for Class 529-A shares; up
to 1.00% for Class B, 529-B, C and 529-C shares; up to .75% for Class 529-E
shares; and up to .50% for Class F-1 and 529-F-1 shares. For all share classes
indicated above, up to .25% of these expenses may be used to pay service fees to
qualified dealers for providing certain shareholder services. The amount
remaining for each share class may be used for distribution expenses.

The 12b-1 fees paid by the fund, as a percentage of average net assets, for the
previous fiscal year are indicated in the Annual Fund Operating Expenses table
under "Fees and expenses of the fund." Since these fees are paid out of the
fund's assets or income on an ongoing basis, over time they will increase the
cost and reduce the return of 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.


                                       23

                              International Growth and Income Fund / Prospectus
<PAGE>

Other compensation to dealers

American Funds Distributors, at its expense, currently provides additional
compensation to investment dealers. These payments may be made, at the
discretion of American Funds Distributors, to the top 75 dealers (or their
affiliates) that have sold shares of the American Funds. The level of payments
made to a qualifying firm in any given year will vary and in no case would
exceed the sum of (a) .10% of the previous year's American Funds sales by that
dealer and (b) .02% of American Funds assets attributable to that dealer. For
calendar year 2007, aggregate payments made by American Funds Distributors to
dealers were less than .02% of the assets of the American Funds. Aggregate
payments may also change from year to year. A number of factors will be
considered in determining payments, including the qualifying dealer's sales,
assets and redemption rates, and the quality of the dealer's relationship with
American Funds Distributors. American Funds Distributors makes these payments to
help defray the costs incurred by qualifying dealers in connection with efforts
to educate financial advisers about the American Funds so that they can make
recommendations and provide services that are suitable and meet shareholder
needs. American Funds Distributors will, on an annual basis, determine the
advisability of continuing these payments. American Funds Distributors may also
pay expenses associated with meetings conducted by dealers outside the top 75
firms to facilitate educating financial advisers and shareholders about the
American Funds. If investment advisers, distributors or other affiliates of
mutual funds pay additional compensation or other incentives in differing
amounts, dealer firms and their advisers may have financial incentives for
recommending a particular mutual fund over other mutual funds. You should
consult with your financial adviser and review carefully any disclosure by your
financial adviser's firm as to compensation received.


                                       24

International Growth and Income Fund / Prospectus


<PAGE>

How to sell shares

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

 THROUGH YOUR DEALER OR FINANCIAL ADVISER (CERTAIN CHARGES MAY APPLY)

 . Shares held for you in your dealer's name must be sold through the dealer.

 . Class F shares must be sold through your dealer or financial adviser.

 WRITING TO AMERICAN FUNDS SERVICE COMPANY

 . Requests must be signed by the registered shareholder(s).

 . A signature guarantee is required if the redemption is:

   -- more than $75,000;

   -- made payable to someone other than the registered shareholder(s); or

   -- sent to an address other than the address of record or to an address of
      record that has been changed within the last 10 days.

 . American Funds Service Company reserves the right to require signature
   guarantee(s) on any redemptions.

 . Additional documentation may be required for redemptions of shares held in
   corporate, partnership or fiduciary accounts.

 TELEPHONING OR FAXING AMERICAN FUNDS SERVICE COMPANY OR USING THE INTERNET

 . Redemptions by telephone, fax or the Internet (including American FundsLine
   and americanfunds.com) are limited to $75,000 per American Funds shareholder
   each day.

 . Checks must be made payable to the registered shareholder.

 . Checks must be mailed to an address of record that has been used with the
   account for at least 10 days.

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

If you notify American Funds Service Company, you may reinvest proceeds from a
redemption, dividend payment or capital gain distribution without a sales charge
in the same fund or other American Funds provided that the reinvestment occurs
within 90 days after the date of the redemption or distribution and is made into
the same account from which you redeemed the shares or received the
distribution. If the account has been closed, you may reinvest without a sales
charge if the new receiving account has the same registration as the closed
account. Proceeds from a Class B share redemption made during the contingent
deferred sales charge period will be reinvested in Class A shares. If you redeem
Class B shares after the contingent deferred sales charge period, you may either
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.


                                       25

                              International Growth and Income Fund / Prospectus
<PAGE>

Proceeds from any other type of redemption and all dividend payments and capital
gain distributions will be reinvested in the same share class from which the
original redemption or distribution was made. Any contingent deferred sales
charge on Class A or C shares will be credited to your account. Redemption
proceeds of Class A shares representing direct purchases in American Funds money
market funds that are reinvested in non-money market 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 and accepted by American Funds
Service Company. 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." This
paragraph does not apply to certain rollover investments as described under
"Rollovers from retirement plans to IRAs."

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 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.


                                       26

International Growth and Income Fund / Prospectus


<PAGE>

Distributions and taxes

DIVIDENDS AND DISTRIBUTIONS

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

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

You may elect to reinvest dividends and/or capital gain distributions to
purchase additional shares of this fund or other American Funds, or you may
elect to receive them in cash. Most shareholders do not elect to take capital
gain distributions in cash because these distributions reduce principal value.
Dividends and capital gain distributions for 529 share classes will be
automatically reinvested.

TAXES ON DIVIDENDS AND DISTRIBUTIONS

Dividends and capital gain distributions you receive from the fund will be
subject to federal income tax and may also be subject to state or local taxes --
unless you are exempt from taxation.

For federal tax purposes, dividends and distributions of short-term capital
gains are taxable as ordinary income. Some or all of your dividends may be
eligible for a reduced tax rate if you meet a holding period requirement. The
fund's distributions of net long-term capital gains are taxable as long-term
capital gains. Any dividends or capital gain distributions you receive from the
fund will normally be taxable to you when made, regardless of whether you
reinvest dividends or capital gain distributions or receive them in cash.

TAXES ON TRANSACTIONS

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

SHAREHOLDER FEES

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

PLEASE SEE YOUR TAX ADVISER FOR MORE INFORMATION. HOLDERS OF 529 SHARES SHOULD
REFER TO THE APPLICABLE PROGRAM DESCRIPTION FOR MORE INFORMATION REGARDING THE
TAX CONSEQUENCES OF SELLING 529 SHARES.


                                       27



                              International Growth and Income Fund / Prospectus
<PAGE>





[logo - American Funds /(R)/]            The right choice for the long term/(R)/





 FOR SHAREHOLDER SERVICES            American Funds Service Company
                                     800/421-0180

 FOR RETIREMENT PLAN SERVICES        Call your employer or plan administrator
 FOR ADVISER MARKETING               American Funds Distributors
                                     800/421-9900

 FOR 529 PLANS                       American Funds Service Company
                                     800 /421-0180, ext. 529

 FOR 24-HOUR INFORMATION             American FundsLine
                                     800/325-3590
                                     americanfunds.com



 Telephone calls you have with the American Funds organization may be monitored
 or recorded for quality assurance, verification and/or recordkeeping purposes.
 By speaking with us on the telephone, you are giving your consent to such
 monitoring and recording.
-----------------------------------------------------------------------------------


MULTIPLE TRANSLATIONS  This prospectus may be translated into other languages.
If there is any inconsistency or ambiguity in the meaning of any translated word
or phrase, the English text will prevail.

ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS  The shareholder reports contain
additional information about the fund, including financial statements,
investment results, portfolio holdings, a discussion of market conditions and
the fund's investment strategies and the independent registered public
accounting firm's report (in the annual report).

PROGRAM DESCRIPTION  The program description for the CollegeAmerica 529 program
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 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, DC
(202/551-8090) or on the EDGAR database on the SEC's website at sec.gov or,
after payment of a duplicating fee, via e-mail request to publicinfo@sec.gov or
by writing to the SEC's Public Reference Section, 100 F Street, NE, Washington,
DC 20549-0102. The codes of ethics, current SAI and shareholder reports are also
available, free of charge, on americanfunds.com.

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

If you would like to opt out of household-based mailings or receive a
complimentary copy of the current SAI, codes of ethics, annual/semi-annual
report to shareholders or applicable program description, please call American
Funds Service Company at 800/421-0180 or write to the secretary of the fund at
P.O. Box 7650, San Francisco, California 94120.

SECURITIES INVESTOR PROTECTION CORPORATION (SIPC)  Shareholders may obtain
information about SIPC on its website at sipc.org or by calling 202/371-8300.




                                                                                   Investment Company File No. 811-22215
                                                                              MFGEPR-934-1008P Litho in USA CGD/RRD/9970
-------------------------------------------------------------------------------------------------------------------------
THE CAPITAL GROUP COMPANIES
American Funds    Capital Research and Management    Capital International    Capital Guardian    Capital Bank and Trust










<PAGE>




[Logo - American Funds /(R)/]              The right choice for the long term/(R)/




International Growth
and Income Fund/SM/





 PROSPECTUS
 ADDENDUM




October , 2008








 THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF
 THESE SECURITIES. FURTHER, IT HAS NOT DETERMINED THAT THIS PROSPECTUS IS
 ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
 OFFENSE.








<PAGE>
Class R-5 shares of International Growth and Income Fund are available to
certain clients of the Personal Investment Management group of Capital Guardian
Trust Company./SM/ Accordingly, for these shareholders, the following
information should be read in conjunction with the prospectus for this fund.
Fees and expenses of the fund -- pages X-X These tables describe the fees and expenses that you may pay if you buy and hold shares of the fund. SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT) CLASS R-5 ------------------------------------------------------------------------------- Maximum initial sales charge on purchases (as a percentage of none offering price) ------------------------------------------------------------------------------- Maximum sales charge on reinvested dividends none ------------------------------------------------------------------------------- Maximum contingent deferred sales charge none ------------------------------------------------------------------------------- Redemption or exchange fees none ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)/1/ CLASS R-5 ------------------------------------------------------------------ Management fees/2/ 0.69% ------------------------------------------------------------------ Distribution and/or service (12b-1) fees none ------------------------------------------------------------------ Other expenses/3/ 0.48 ------------------------------------------------------------------ Total annual fund operating expenses/2/,/3/ 1.17 1 Based on estimated amounts for the current fiscal year. 2 The fund's investment adviser is currently waiving 10% of its management fee. The waiver may be discontinued at any time, in consultation with the fund's board, but it is expected to continue at this level until further review. The fund's investment adviser and board intend to review the waiver as circumstances warrant. Management fees and total annual fund operating expenses in the table do not reflect any waiver. 3 A portion of the fund's expenses may be used to pay third parties (including affiliates of the fund's investment adviser) that provide recordkeeping services to retirement plans invested in the fund. The fund's investment adviser is reimbursing the fund for a portion of other expenses. Such reimbursements may be reduced or discontinued at any time as determined by the investment adviser. Other expenses and total annual fund operating expenses in the table do not reflect any reimbursements. <PAGE> EXAMPLE The example below is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated, that your investment has a 5% return each year, that all dividends and capital gain distributions are reinvested, and that the fund's operating expenses remain the same as shown above. The example does not reflect the impact of any fee waivers or expense reimbursements. Although your actual costs may be higher or lower, based on these assumptions, your cumulative estimated expenses would be: 1 YEAR 3 YEARS ----------------------------------------------------------- Class R-5 $119 $372 ----------------------------------------------------------- Purchase and exchange of shares -- pages XX-XX PURCHASE OF CLASS R-5 SHARES Class R-5 shares of the fund are available to certain clients of the Personal Investment Management group of Capital Guardian Trust Company. Please contact Capital Guardian Trust Company if you wish to purchase Class R-5 shares of the fund. Sales charges -- pages XX-XX CLASS R-5 SHARES Class R-5 shares are sold without any initial or contingent deferred sales charge. In addition, no compensation is paid to investment dealers on sales of Class R-5 shares. <PAGE> INTERNATIONAL GROWTH AND INCOME FUND, INC. Part B Statement of Additional Information October , 2008 This document is not a prospectus but should be read in conjunction with the current prospectus or retirement plan prospectus of International Growth and Income Fund (the "fund" or "IGI") dated October , 2008. You may obtain a prospectus from your financial adviser or by writing to the fund at the following address: International Growth and Income Fund, Inc. Attention: Secretary One Market Steuart Tower, Suite 1800 San Francisco, California 94105 415/421-9360 Certain privileges and/or services described below may not be available to all shareholders (including shareholders who purchase shares at net asset value through eligible retirement plans) depending on the shareholder's investment dealer or retirement plan recordkeeper. Please see your financial adviser, investment dealer, plan recordkeeper or employer for more information. TABLE OF CONTENTS Item Page no. ---- -------- Certain investment limitations and guidelines . . . . . . . . . . . Description of certain securities and investment techniques . . . . Fundamental policies and investment restrictions. . . . . . . . . . Management of the fund . . . . . . . . . . . . . . . . . . . . . . Execution of portfolio transactions . . . . . . . . . . . . . . . . Disclosure of portfolio holdings. . . . . . . . . . . . . . . . . . Price of shares . . . . . . . . . . . . . . . . . . . . . . . . . . Taxes and distributions . . . . . . . . . . . . . . . . . . . . . . Purchase and exchange of shares . . . . . . . . . . . . . . . . . . Sales charges . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales charge reductions and waivers . . . . . . . . . . . . . . . . Selling shares. . . . . . . . . . . . . . . . . . . . . . . . . . . Shareholder account services and privileges . . . . . . . . . . . . General information . . . . . . . . . . . . . . . . . . . . . . . . Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial statements International Growth and Income Fund -- Page 1 <PAGE> CERTAIN INVESTMENT LIMITATIONS AND GUIDELINES The following limitations and guidelines are considered at the time of purchase, under normal circumstances, and are based on a percentage of the fund's net assets unless otherwise noted. This summary is not intended to reflect all of the fund's investment limitations. INVESTMENT OBJECTIVE 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 domicilied in the United States or whose securities are primarily listed on U.S. securities exchanges. Accordingly, the fund currently intends to invest at least 90% of its assets in securities of issuers domiciled outside of the United States and whose securities are primarily listed on exchanges outside of the United States. The fund will, however, hold cash and cash equivalents issued by U.S. issuers and treat them as assets falling within this category. The fund may invest a portion of its assets in companies located in developing countries. * * * * * * The fund may experience difficulty liquidating certain portfolio securities during significant market declines or periods of heavy redemptions. DESCRIPTION OF CERTAIN SECURITIES AND INVESTMENT TECHNIQUES The descriptions below are intended to supplement the material in the prospectus under "Investment objective, strategies and risks." EQUITY SECURITIES -- Equity securities represent an ownership position in a company. Equity securities held by the fund typically consist of common stocks. The prices of equity securities fluctuate based on, among other things, events specific to their issuers and market, economic and other conditions. 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. 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 IN VARIOUS COUNTRIES -- 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 and legal standards and practices in some countries; changing local, regional and global economic, political and social conditions; expropriation; changes in tax policy; greater market volatility; differing 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. International Growth and Income Fund -- Page 2 <PAGE> The risks described above may be heightened in connection with investments in developing countries. Although there is no universally accepted definition, the investment adviser generally considers a developing country as a country that is in the earlier stages of its industrialization cycle with a low per capita gross domestic product ("GDP") and a low market capitalization to GDP ratio relative to those in the United States and the European Union. Historically, the markets of developing countries 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, 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. Local securities 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. INVESTING IN SMALLER CAPITALIZATION STOCKS -- The fund may invest in the stocks of smaller capitalization companies (typically companies with market capitalizations of less than $3.5 billion at the time of purchase). The investment adviser believes that the issuers of smaller capitalization stocks often provide attractive investment opportunities. However, investing in smaller capitalization stocks can involve greater risk than is customarily associated with investing in stocks of larger, more established companies. For example, smaller companies often have limited product lines, 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 purchase and sell currencies to facilitate securities transactions and enter into forward currency contracts to protect against changes in currency exchange rates. A forward currency contract is an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. Forward currency contracts entered into by the fund will involve the purchase or sale of one currency against the U.S. dollar. While entering into forward currency transactions could minimize the risk of loss due to a decline in the value of the hedged currency, it could also limit any potential gain that may result from an increase in the value of the currency. The fund will not generally attempt to protect against all potential changes in exchange rates. The fund will segregate liquid assets that will be marked to market daily to meet its forward contract commitments to the extent required by the Securities and Exchange Commission. Certain provisions of the Internal Revenue Code may affect the extent to which the fund may enter into forward contracts. Such transactions also may affect the character and timing of income, gain or loss recognized by the fund for U.S. federal income tax purposes. International Growth and Income Fund -- Page 3 <PAGE> DEBT SECURITIES -- Debt securities are used by issuers to borrow money. 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. 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. Lower rated debt securities, rated Ba1 or below by Moody's and/or BB+ or below by S&P or unrated but determined to be of equivalent quality, are described by the rating agencies as speculative and involve greater risk of default or price changes due to changes in the issuer's creditworthiness than higher rated debt securities, or they may already be in default. The market prices of these securities may fluctuate more than higher quality securities and may decline significantly in periods of general economic difficulty. It may be more difficult to dispose of, and to determine the value of, lower rated debt securities. 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 substantial period of rising interest rates, issuers that are highly leveraged may experience increased financial stress that would 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. 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. 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. 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 International Growth and Income Fund -- Page 4 <PAGE> 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. 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. See the Appendix 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, prior to conversion, may pay a fixed rate of interest or a dividend. Because convertible securities have both debt and equity characteristics, their values vary in response to many factors, including the values of the securities into which they are convertible, general market and economic conditions, and convertible market valuations, as well as changes in interest rates, credit spreads and the credit quality of the issuer. 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. U.S. GOVERNMENT OBLIGATIONS -- U.S. government obligations are securities backed by the full faith and credit of the U.S. government. U.S. government obligations include the following types of securities: U.S. TREASURY SECURITIES -- U.S. Treasury securities include direct obligations of the U.S. Treasury, such as Treasury bills, notes and bonds. For these securities, the payment of principal and interest is unconditionally guaranteed by the U.S. government, and thus they are of the highest possible credit quality. Such securities are subject to variations in market value due to fluctuations in interest rates, but, if held to maturity, will be paid in full. International Growth and Income Fund -- Page 5 <PAGE> FEDERAL AGENCY SECURITIES BACKED BY "FULL FAITH AND CREDIT" -- The securities of certain U.S. government agencies and government-sponsored entities are guaranteed as to the timely payment of principal and interest by the full faith and credit of the U.S. government. Such agencies and entities include the Government National Mortgage Association (Ginnie Mae), the Veterans Administration (VA), the Federal Housing Administration (FHA), the Export-Import Bank (Exim Bank), the Overseas Private Investment Corporation (OPIC), the Commodity Credit Corporation (CCC) and the Small Business Administration (SBA). OTHER FEDERAL AGENCY OBLIGATIONS -- Additional federal agency securities are neither direct obligations of, nor guaranteed by, the U.S. government. These obligations include securities issued by certain U.S. government agencies and government-sponsored entities. However, they generally involve some form of federal sponsorship: some operate under a government charter; some are backed by specific types of collateral; some are supported by the issuer's right to borrow from the Treasury; and others are supported only by the credit of the issuing government agency or entity. These agencies and entities include, but are not limited to: Federal Home Loan Bank, Federal Home Loan Mortgage Corporation (Freddie Mac), Federal National Mortgage Association (Fannie Mae), Tennessee Valley Authority and Federal Farm Credit Bank System. CASH AND CASH EQUIVALENTS -- The fund may hold cash or invest in cash equivalents. Cash equivalents include (a) commercial paper (for example, short-term notes with maturities typically up to 12 months in length issued by corporations, governmental bodies or bank/corporation sponsored conduits (asset-backed commercial paper)) (b) short-term bank obligations (for example, certificates of deposit, bankers' acceptances (time drafts on a commercial bank where the bank accepts an irrevocable obligation to pay at maturity)) or bank notes, (c) savings association and savings bank obligations (for example, bank notes and certificates of deposit issued by savings banks or savings associations), (d) securities of the U.S. government, its agencies or instrumentalities that mature, or may be redeemed, in one year or less, and (e) corporate bonds and notes that mature, or that may be redeemed, in one year or less. 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. International Growth and Income Fund -- Page 6 <PAGE> REPURCHASE AGREEMENTS -- The fund may enter into repurchase agreements under which the fund buys a security and obtains a simultaneous commitment from the seller to repurchase the security at a specified time and price. Repurchase agreements permit the fund to maintain liquidity and earn income over periods of time as short as overnight. The seller must maintain with the fund's custodian collateral equal to at least 100% of the repurchase price, including accrued interest, as monitored daily by the investment adviser. The fund will only enter into repurchase agreements involving securities in which it could otherwise invest and with selected banks and securities dealers whose financial condition is monitored by the investment adviser. If the seller under the repurchase agreement defaults, the fund may incur a loss if the value of the collateral securing the repurchase agreement has declined and may incur disposition costs in connection with liquidating the collateral. If bankruptcy proceedings are commenced with respect to the seller, realization of the collateral by the fund may be delayed or limited. 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. 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 (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 directors, 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 involves correspondingly greater transaction costs in the form of dealer spreads or brokerage commissions, and may result in the realization of net capital gains, which are taxable when distributed to shareholders. International Growth and Income Fund -- Page 7 <PAGE> 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 portfolio turnover rate would equal 100% if each security in a fund's portfolio were replaced once per year. FUNDAMENTAL POLICIES AND INVESTMENT RESTRICTIONS FUNDAMENTAL POLICIES -- The fund has adopted the following fundamental policies and investment restrictions, which may not be changed without approval by holders of a majority of its outstanding shares. Such majority is defined in the Investment Company Act of 1940, as amended (the "1940 Act"), as the vote of the lesser of (a) 67% or more of the outstanding 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. All percentage limitations are considered at the time securities are purchased and are based on the fund's net assets unless otherwise indicated. None of the following investment restrictions involving a maximum percentage of assets will be considered violated unless the excess occurs immediately after, and is caused by, an acquisition by the fund. 1. The fund may not with respect to 75% of its total assets, invest more than 5% of its assets in securities of any one issuer or acquire more than 10% of the voting securities of any one issuer. These limitations do not apply to securities issued or guaranteed by the U.S. government, its agencies or instrumentalities. 2. The fund may not borrow money or securities, except for temporary or emergency purposes in an amount not exceeding 33-1/3% of its total assets. 3. The fund may not make loans if, as a result, more than 33-1/3% of its total assets would be lent to other parties (this limitation does not apply to purchases of debt securities, repurchase agreements or loans of portfolio securities). 4. The fund may not invest 25% or more of its assets in securities of issuers in any one industry (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities). 5. The fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (this limitation does not prevent the fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business, such as real estate investment trusts). 6. The fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (this limitation does not prevent the fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities). 7. The fund may not engage in the business of underwriting securities of other issuers, except to the extent that the purchase or disposal of an investment position may technically constitute the fund as an underwriter as that term is defined under the Securities Act of 1933. International Growth and Income Fund -- Page 8 <PAGE> 8. The fund may not issue senior securities, except as permitted under the Investment Company Act of 1940 (the "1940 Act"). With respect to fundamental investment restrictions 2 and 3, the fund does not currently intend to borrow money or securities or make loans (this does not apply to purchases of debt securities or loans of portfolio securities). NONFUNDAMENTAL POLICIES -- The following policies may be changed without shareholder approval: 1. The fund may not invest more than 15% of its net assets in securities which are not readily marketable. 2. The fund may not purchase securities on margin, except for such short-term credits as are necessary for the clearance of transactions, and except that the fund may make margin payments in connection with purchases or sales of futures contracts or of options on futures contracts. 3. The fund may not engage in short sales, except to the extent it owns or has the right to obtain securities equivalent in kind and amount to those sold short. 4. The fund may not invest in other companies for the purpose of exercising control or management. 5. The fund may not invest in securities of other investment companies, except as permitted by the 1940 Act. 6. 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 <PAGE> MANAGEMENT OF THE FUND BOARD OF DIRECTORS AND OFFICERS "INDEPENDENT" DIRECTORS/1/ NAME, AGE AND NUMBER OF POSITION WITH FUND PORTFOLIOS/3/ (YEAR FIRST ELECTED PRINCIPAL OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS/4/ HELD AS A DIRECTOR/2/) DURING PAST FIVE YEARS BY DIRECTOR BY DIRECTOR -------------------------------------------------------------------------------------------------------- Mary Jane Elmore, 54 Managing Director and General 3 None Director (2008) Partner, Institutional Venture Partners; former Product Marketing Manager, Intel Corporation's Development Systems Division -------------------------------------------------------------------------------------------------------- Robert A. Fox, 71 Managing General Partner, Fox 8 Chemtura Corporation Director (2008) Investments LP; corporate director; retired President and CEO, Foster Farms (poultry producer) -------------------------------------------------------------------------------------------------------- Leonade D. Jones, 60 Co-founder, VentureThink LLC 7 None Chairman of the Board (developed and managed (Independent and e-commerce businesses) and Non-Executive) (2008) Versura Inc. (education loan exchange); former Treasurer, The Washington Post Company -------------------------------------------------------------------------------------------------------- William D. Jones, 53 Real estate developer/ owner, 5 Sempra Energy; Director (2008) President and CEO, CityLink Southwest Water Company Investment Corporation -------------------------------------------------------------------------------------------------------- John M. Lillie, 71 Former President, Sequoia 3 None Director (2008) Associates LLC (investment firm specializing in medium-size buyouts); former CEO, American President Companies (container shipping and transportation services); former CEO, Lucky Stores; former CEO, Leslie Salt -------------------------------------------------------------------------------------------------------- John G. McDonald, 71 Stanford Investors Professor, 9 iStar Financial, Inc.; Director (2008) Graduate School of Business, Plum Creek Timber Co.; Stanford University Scholastic Corporation; Varian, Inc. -------------------------------------------------------------------------------------------------------- James J. Postl, 62 Former President and CEO, 2 Centex Corporation; Director (2008) Pennzoil-Quaker State Company Cooper Industries; (automotive products and Northwest Airlines services) -------------------------------------------------------------------------------------------------------- Henry E. Riggs, 73 President Emeritus, Keck 5 None Director (2008) Graduate Institute of Applied Life Sciences -------------------------------------------------------------------------------------------------------- Isaac Stein, 61 President, Waverley Associates 3 Alexza Pharmaceuticals, Director (2008) (private investment fund); Inc.; Maxygen, Inc. Chairman Emeritus of the Board of Trustees, Stanford University -------------------------------------------------------------------------------------------------------- Patricia K. Woolf, 74 Private investor; corporate 7 None Director (2008) director; former Lecturer, Department of Molecular Biology, Princeton University -------------------------------------------------------------------------------------------------------- International Growth and Income Fund -- Page 10 <PAGE> "INTERESTED" DIRECTORS/5/,/6/ PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS NAME, AGE AND AND POSITIONS NUMBER OF POSITION WITH FUND HELD WITH AFFILIATED ENTITIES PORTFOLIOS/3/ (YEAR FIRST ELECTED OR THE PRINCIPAL UNDERWRITER OVERSEEN OTHER DIRECTORSHIPS/4/ HELD AS A DIRECTOR/OFFICER/2/) OF THE FUND BY DIRECTOR BY DIRECTOR --------------------------------------------------------------------------------------------------------- Steven T. Watson, 53 Senior Vice President - 1 None Vice Chairman of the Board Capital World Investors, (2008) Capital Research Company*; Director, Capital Research Company*; Director, The Capital Group Companies, Inc.* --------------------------------------------------------------------------------------------------------- International Growth and Income Fund -- Page 11 <PAGE> OTHER OFFICERS/6/ NAME, AGE AND POSITION WITH FUND PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS (YEAR FIRST ELECTED AND POSITIONS HELD WITH AFFILIATED ENTITIES AS AN OFFICER/2/) OR THE PRINCIPAL UNDERWRITER OF THE FUND ------------------------------------------------------------------------------- Carl M. Kawaja, 44 Senior Vice President - Capital World Investors, President (2008) Capital Research and Management Company; Director, Capital Research and Management Company; Director, Capital International, Inc.*; Director, Capital International Asset Management, Inc.* ------------------------------------------------------------------------------- Paul F. Roye, 54 Senior Vice President - Fund Business Management Executive Vice Group, Capital Research and Management Company; President (2008) Director, American Funds Service Company*; former Director of Investment Management, United States Securities and Exchange Commission ------------------------------------------------------------------------------- Andrew B. Suzman, 41 Senior Vice President - Capital World Investors, Senior Vice President Capital Research Company* (2008) ------------------------------------------------------------------------------- Patrick F. Quan, 50 Vice President - Fund Business Management Group, Secretary (2008) Capital Research and Management Company ------------------------------------------------------------------------------- Jennifer M. Buchheim, Vice President - Fund Business Management Group, 35 Capital Research and Management Company Treasurer (2008) ------------------------------------------------------------------------------- Bryan K. Nielsen, 35 Vice President, Capital Guardian Trust Company*; Assistant Treasurer Assistant Vice President, Capital International, (2008) Inc.* ------------------------------------------------------------------------------- * Company affiliated with Capital Research and Management Company. 1 The term "independent" director refers to a director who is not an "interested person" of the fund within the meaning of the 1940 Act. 2 Directors and officers of the fund serve until their resignation, removal or retirement. 3 Funds managed by Capital Research and Management Company, including the American Funds; American Funds Insurance Series,(R) which is composed of 16 funds and serves as the underlying investment vehicle for certain variable insurance contracts; American Funds Target Date Retirement Series,(R) Inc., which is composed of nine funds and is available through tax-deferred retirement plans and IRAs; and Endowments, which is composed of two portfolios and is available to certain nonprofit organizations. 4 This includes all directorships (other than those in the American Funds or other funds managed by Capital Research and Management Company) that are held by each director as a director of a public company or a registered investment company. 5 "Interested persons" of the fund within the meaning of the 1940 Act, on the basis of their affiliation with the fund's investment adviser, Capital Research and Management Company, or affiliated entities (including the fund's principal underwriter). 6 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 DIRECTORS AND OFFICERS OF THE FUND IS 333 SOUTH HOPE STREET, 55TH FLOOR, LOS ANGELES, CALIFORNIA 90071, ATTENTION: SECRETARY. International Growth and Income Fund -- Page 12 <PAGE> FUND SHARES OWNED BY DIRECTORS AS OF DECEMBER 31, 2007 AGGREGATE DOLLAR RANGE/1/ OF SHARES OWNED IN ALL FUNDS IN THE AMERICAN FUNDS DOLLAR RANGE/1/ OF FUND FAMILY OVERSEEN NAME SHARES OWNED BY DIRECTORS ------------------------------------------------------------------------------- "INDEPENDENT" DIRECTORS ------------------------------------------------------------------------------- Mary Jane Elmore/2/ N/A Over $100,000 ------------------------------------------------------------------------------- Robert A. Fox N/A Over $100,000 ------------------------------------------------------------------------------- Leonade D. Jones N/A Over $100,000 ------------------------------------------------------------------------------- William D. Jones N/A Over $100,000 ------------------------------------------------------------------------------- John M. Lillie N/A Over $100,000 ------------------------------------------------------------------------------- John G. McDonald N/A Over $100,000 ------------------------------------------------------------------------------- James J. Postl N/A Over $100,000 ------------------------------------------------------------------------------- Henry E. Riggs N/A Over $100,000 ------------------------------------------------------------------------------- Isaac Stein N/A Over $100,000 ------------------------------------------------------------------------------- Patricia K. Woolf N/A Over $100,000 ------------------------------------------------------------------------------- "INTERESTED" DIRECTORS ------------------------------------------------------------------------------- Steven T. Watson N/A N/A ------------------------------------------------------------------------------- 1 Ownership disclosure is made using the following ranges: None; $1 - $10,000; $10,001 - $50,000; $50,001 - $100,000; and Over $100,000. The amounts listed for "interested" directors include shares owned through The Capital Group Companies, Inc. retirement plan and 401(k) plan. 2 Shares owned as of August 7, 2008. DIRECTOR COMPENSATION -- No compensation is paid by the fund to any officer or director who is a director, officer or employee 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 director an annual fee, which ranges from $10,000 to $19,500, based primarily on the total number of board clusters on which that independent director serves. In addition, the fund generally pays independent directors attendance and other fees for meetings of the board and its committees. Board chairs receive additional fees for their services. Independent directors also receive attendance fees for certain special joint meetings and information sessions with directors and trustees of other groupings of funds advised by the investment adviser. The fund and the other funds served by each independent director each pay an equal portion of these attendance fees. International Growth and Income Fund -- Page 13 <PAGE> No pension or retirement benefits are accrued as part of fund expenses. Independent directors 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 directors. DIRECTOR COMPENSATION PAID DURING THE YEAR ENDED JUNE 30, 2008 TOTAL COMPENSATION (INCLUDING AGGREGATE COMPENSATION VOLUNTARILY DEFERRED COMPENSATION/1/) (INCLUDING VOLUNTARILY FROM ALL FUNDS MANAGED BY DEFERRED COMPENSATION/1/) CAPITAL RESEARCH AND MANAGEMENT NAME FROM THE FUND COMPANY OR ITS AFFILIATES/2/ ------------------------------------------------------------------------------------------------------ Robert A. Fox N/A $282,250 ------------------------------------------------------------------------------------------------------ Leonade D. Jones N/A 340,250 ------------------------------------------------------------------------------------------------------ William D. Jones N/A 112,500 ------------------------------------------------------------------------------------------------------ John M. Lillie N/A 129,500 ------------------------------------------------------------------------------------------------------ John G. McDonald N/A 368,750 ------------------------------------------------------------------------------------------------------ James J. Postl N/A 97,500 ------------------------------------------------------------------------------------------------------ Henry E. Riggs N/A 260,000 ------------------------------------------------------------------------------------------------------ Isaac Stein N/A 120,250 ------------------------------------------------------------------------------------------------------ Patricia K. Woolf N/A 307,500 ------------------------------------------------------------------------------------------------------ 1 Amounts may be deferred by eligible directors 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 directors. Compensation shown in this table for the fiscal year ended June 30, 2008 does not include earnings on amounts deferred in previous fiscal years. 2 Funds managed by Capital Research and Management Company, including the American Funds; American Funds Insurance Series,(R) which is composed of 16 funds and serves as the underlying investment vehicle for certain variable insurance contracts; American Funds Target Date Retirement Series,(R) Inc., which is composed of nine funds and is available through tax-deferred retirement plans and IRAs; and Endowments, which is composed of two portfolios and is available to certain nonprofit organizations. FUND ORGANIZATION AND THE BOARD OF DIRECTORS -- The fund, an open-end, diversified management investment company, was organized as a Maryland corporation on July 2, 2008. Although the board of directors has delegated day-to-day oversight to the investment adviser, all fund operations are supervised by the fund's board, which meets periodically and performs duties required by applicable state and federal laws. Under Maryland law, the business affairs of a fund are managed under the direction of the board of directors, and all powers of the fund are exercised by or under the authority of the board except as reserved to the shareholders by law or the fund's charter or by-laws. Maryland law requires each director to perform his/her duties as a director, including his/her duties as a member of any board committee on which he/she serves, in good faith, in a manner he/she reasonably believes to be in the best interest of the fund, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. International Growth and Income Fund -- Page 14 <PAGE> 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 directors and set forth in the fund's rule 18f-3 Plan. Each class' shareholders have exclusive voting rights with respect to the respective class' rule 12b-1 plans adopted in connection with the distribution of shares and on other matters in which the interests of one class are different from interests in another class. Shares of all classes of the fund vote together on matters that affect all classes in substantially the same manner. Each class votes as a class on matters that affect that class alone. Note that 529 college savings plan account owners invested in Class 529 shares are not shareholders of the fund and, accordingly, do not have the rights of a shareholder, such as the right to vote proxies relating to fund shares. As the legal owner of the fund's Class 529 shares, the Virginia College Savings Plan/SM/ will vote any proxies relating to such fund shares. The fund does not hold annual meetings of shareholders. However, significant matters that require shareholder approval, such as certain elections of board members or a change in a fundamental investment policy, will be presented to shareholders at a meeting called for such purpose. Shareholders have one vote per share owned. At the request of the holders of at least 10% of the shares, the fund will hold a meeting at which any member of the board could be removed by a majority vote. The fund's articles of incorporation and by-laws as well as separate indemnification agreements that the fund has entered into with independent directors provide in effect that, subject to certain conditions, the fund will indemnify its officers and directors against liabilities or expenses actually and reasonably incurred by them relating to their service to the fund. However, directors are not protected from liability by reason of their willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their office. REMOVAL OF DIRECTORS 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 a majority of the votes entitled to be cast, remove any director from office and may elect a successor or successors to fill any resulting vacancies for the unexpired terms of removed directors. The fund has agreed, at the request of the staff of the Securities and Exchange Commission, to apply the provisions of section 16(c) of the 1940 Act with respect to the removal of directors, as though the fund were a common-law trust. Accordingly, the directors of the fund will promptly call a meeting of shareholders for the purpose of voting upon the removal of any directors when requested in writing to do so by the record holders of at least 10% of the outstanding shares. COMMITTEES OF THE BOARD OF DIRECTORS -- The fund has an audit committee comprised of Mary Jane Elmore, Robert A. Fox, Leonade D. Jones, John M. Lillie, James J. Postl and Isaac Stein, 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 directors. International Growth and Income Fund -- Page 15 <PAGE> The fund has a contracts committee comprised of Mary Jane Elmore, Robert A. Fox, Leonade D. Jones, William D. Jones, John M. Lillie, John G. McDonald, James J. Postl, Henry E. Riggs, Isaac Stein and Patricia K. Woolf, 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 directors on these matters. The fund has a nominating committee comprised of William D. Jones, John M. Lillie, John G. McDonald, Henry E. Riggs and Patricia K. Woolf, 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 directors. The committee also evaluates, selects and nominates independent director candidates to the full board of directors. While the committee normally is able to identify from its own and other resources an ample number of qualified candidates, it will consider shareholder suggestions of persons to be considered as nominees to fill future vacancies on the board. Such suggestions must be sent in writing to the nominating committee of the fund, addressed to the 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. PROXY VOTING PROCEDURES AND PRINCIPLES -- The fund and its investment adviser have adopted Proxy Voting Procedures and Principles (the "Principles") with respect to voting proxies of securities held by the fund, other American Funds, Endowments and American Funds Insurance Series. The complete text of these principles is available on the American Funds website at americanfunds.com. Certain American Funds have established separate proxy voting committees that vote proxies or delegate to a voting officer the authority to vote on behalf of those funds. Proxies for all other funds (including the fund) are voted by a committee of the appropriate equity investment division of the investment adviser under authority delegated by those funds' boards. Therefore, if more than one fund invests in the same company, they may vote differently on the same proposal. All U.S. proxies are voted. 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 discussion of any potential conflicts of interest also is included in the summary. 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 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. International Growth and Income Fund -- Page 16 <PAGE> The analyst and proxy coordinator making voting recommendations are responsible for noting any potential material conflicts of interest. One example might be where a director of one or more American Funds is also a director of a company whose proxy is being voted. In such instances, proxy voting committee members are alerted to the potential conflict. The proxy voting committee may then elect to vote the proxy or seek a third-party recommendation or vote of an ad hoc group of 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 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 800/421-0180, (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, Endowments, 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 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 International Growth and Income Fund -- Page 17 <PAGE> 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. 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, DC, London, Geneva, Hong Kong, Singapore and Tokyo). These facilities are staffed with experienced investment professionals. The investment adviser is located at 333 South Hope Street, Los Angeles, CA 90071 and 6455 Irvine Center Drive, Irvine, CA 92618. It is a wholly owned subsidiary of The Capital Group Companies, Inc., a holding company for several investment management subsidiaries. Capital Research and Management Company manages equity assets through two investment divisions, Capital World Investors and Capital Research Global Investors, and manages fixed-income assets through its Fixed Income division. Capital World Investors and Capital Research Global Investors make investment decisions on an independent basis. The investment adviser has adopted policies and procedures that address issues that may arise as a result of an investment professional's management of the fund and other funds and accounts. Potential issues could involve allocation of investment opportunities and trades among funds and accounts, use of information regarding the timing of fund trades, investment professional compensation and voting relating to portfolio securities. The investment adviser believes that its policies and procedures are reasonably designed to address these issues. COMPENSATION OF INVESTMENT PROFESSIONALS -- As described in the prospectus, the investment adviser uses a system of multiple portfolio counselors in managing fund assets. In addition, Capital Research and Management Company's investment analysts may make investment decisions with respect to a portion of a fund's portfolio within their research coverage. The investment adviser's investment analysts do not currently manage a research portfolio in the fund. Portfolio counselors and investment analysts are paid competitive salaries by Capital Research and Management Company. In addition, they may receive bonuses based on their individual portfolio results. Investment professionals also may participate in profit-sharing plans. The relative mix of compensation represented by bonuses, salary and profit-sharing plans will vary depending on the individual's portfolio results, contributions to the organization and other factors. To encourage a long-term focus, bonuses based on investment results are calculated by comparing pretax total investment returns to relevant benchmarks over the most recent year, a four-year rolling average and an eight-year rolling average with much greater weight placed on the four-year and eight-year rolling averages. For portfolio counselors, benchmarks may include measures of the marketplaces in which the fund invests and measures of the results of comparable mutual funds. For investment analysts, benchmarks may include relevant market International Growth and Income Fund -- Page 18 <PAGE> 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 the fund's portfolio counselors may be measured against one or more of the following benchmarks, depending on his or her investment focus: MSCI World Index (ex-U.S.) and Lipper International Funds Index. PORTFOLIO COUNSELOR FUND HOLDINGS AND OTHER MANAGED ACCOUNTS -- As described below, portfolio counselors may personally own shares of the fund. In addition, portfolio counselors may manage portions of other mutual funds or accounts advised by Capital Research and Management Company or its affiliates. THE FOLLOWING TABLE REFLECTS INFORMATION AS OF JUNE 30, 2008: NUMBER NUMBER OF OTHER OF OTHER NUMBER REGISTERED POOLED OF OTHER INVESTMENT INVESTMENT ACCOUNTS COMPANIES (RICS) VEHICLES (PIVS) IN WHICH IN WHICH IN WHICH PORTFOLIO PORTFOLIO PORTFOLIO COUNSELOR DOLLAR RANGE COUNSELOR COUNSELOR IS A MANAGER OF FUND IS A MANAGER IS A MANAGER (ASSETS OF PORTFOLIO SHARES (ASSETS OF RICS (ASSETS OF PIVS OTHER ACCOUNTS COUNSELOR OWNED/1/ IN BILLIONS)/2/ IN BILLIONS)/3/ IN BILLIONS)/4/ ------------------------------------------------------------------------------------------- Steven T. not 3 $236.4 1 $0.05 None Watson applicable -------------------------------------------------------------------------------------------- Carl M. Kawaja not 3 $234.9 None None applicable -------------------------------------------------------------------------------------------- Andrew B. not applicable 1 $ 78.3 1 $0.05 None Suzman -------------------------------------------------------------------------------------------- 1 Ownership disclosure is made using the following ranges: None; $1 - $10,000; $10,001 - $50,000; $50,001 - $100,000; $100,001 - $500,000; $500,001 - $1,000,000; and Over $1,000,000. The amounts listed include shares owned through The Capital Group Companies, Inc. retirement plan and 401(k) plan. 2 Indicates fund(s) where the portfolio counselor also has significant responsibilities for the day to day management of the fund(s). Assets noted are the total net assets of the registered investment companies and are not indicative of the total assets managed by the individual, which is a substantially lower amount. No fund has an advisory fee that is based on the performance of the fund. 3 Represents funds advised or sub-advised by Capital Research and Management Company 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 indicative of the total assets managed by the individual, which is a substantially lower amount. No fund or account has an advisory fee that is based on the performance of the fund or account. 4 Reflects other professionally managed accounts held at companies affiliated with Capital Research and Management Company. Personal brokerage accounts of portfolio counselors and their families are not reflected. INVESTMENT ADVISORY 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, 2009, unless sooner terminated, and may be renewed from year to year thereafter, provided that any such renewal has been specifically approved at least annually by (a) the board of directors, or by the vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the fund, and (b) the vote of a majority of directors who are not parties to the Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. The Agreement International Growth and Income Fund -- Page 19 <PAGE> 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 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 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 directors; 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 -- ----------------------------------------------------------------------------- The investment adviser has agreed that in the event the Class A expenses of the fund (with the exclusion of interest, taxes, brokerage costs, distribution expenses pursuant to a plan under rule 12b-1 and extraordinary expenses such as litigation and acquisitions or other expenses excludable under applicable state securities laws or regulations) for any fiscal year ending on a date on which the Agreement is in effect exceed the expense limitations, if any, applicable to the fund pursuant to state securities laws or any related regulations, it will reduce its fee by the extent of such excess and, if required pursuant to any such laws or any regulations thereunder, will reimburse the fund in the amount of such excess. To the extent the fund's management fee must be waived due to Class A share expense ratios exceeding the above limit, management fees will be reduced similarly for all classes of shares of the fund, or other Class A fees will be waived in lieu of management fees. The investment adviser has agreed to waive 10% of the management fees that the investment adviser is otherwise entitled to receive, and this waiver is expected to continue at this level until further review. As a result of this waiver, management fees are reduced similarly for all classes of shares of the fund. International Growth and Income Fund -- Page 20 <PAGE> ADMINISTRATIVE SERVICES AGREEMENT -- The Administrative Services Agreement (the "Administrative Agreement") between the fund and the investment adviser relating to the fund's Class C, F, R and 529 shares will continue in effect until December 31, 2008, unless sooner terminated, and may be renewed from year to year thereafter, provided that any such renewal has been specifically approved at least annually by the vote of a majority of directors 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 directors. The investment adviser has the right to terminate the Administrative Agreement upon 60 days' written notice to the fund. The Administrative Agreement automatically terminates in the event of its assignment (as defined in the 1940 Act). Under the Administrative Agreement, the investment adviser provides certain transfer agent and administrative services for shareholders of the fund's Class C and F shares, and Class R and 529 shares. The investment adviser may contract with third parties, including American Funds Service Company(R), the fund's Transfer Agent, to provide some of these services. Services include, but are not limited to, shareholder account maintenance, transaction processing, tax information reporting and shareholder and fund communications. In addition, the investment adviser monitors, coordinates, oversees and assists with the activities performed by third parties providing such services. For Class R-1 and R-2 shares, the investment adviser has agreed to pay a portion of the fees payable under the Administrative Agreement that would otherwise have been paid by the fund. The investment adviser receives an administrative services fee at the annual rate of up to 0.15% of the average daily net assets for Class C, F, R (excluding Class R-5 shares) and 529 shares for administrative services provided to these share classes. Administrative services fees are paid monthly and accrued daily. The investment adviser uses a portion of this fee to compensate third parties for administrative services provided to the fund. Of the remainder, the investment adviser does not retain more than 0.05% of the average daily net assets for each applicable share class. For Class R-5 shares, the administrative services fee is calculated at the annual rate of up to 0.10% of the average daily net assets. The administrative services fee includes compensation for transfer agent and shareholder services provided to the fund's Class C, F, R and 529 shares. In addition to making administrative service fee payments to unaffiliated third parties, the investment adviser also makes payments from the administrative services fee to American Funds Service Company according to a fee schedule, based principally on the number of accounts serviced, contained in a Shareholder Services Agreement between the fund and American Funds Service Company. PRINCIPAL UNDERWRITER AND PLANS OF DISTRIBUTION -- American Funds Distributors,/(R)/ 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; 8332 Woodfield Crossing Boulevard, Indianapolis, IN 46240; and 5300 Robin Hood Road, Norfolk, VA 23513. The Principal Underwriter receives revenues relating to sales of the fund's shares, as follows: . For Class A and 529-A shares, the Principal Underwriter receives commission revenue consisting of the balance of the Class A and 529-A sales charge remaining after the allowances by the Principal Underwriter to investment dealers. International Growth and Income Fund -- Page 21 <PAGE> . For Class B and 529-B shares, the Principal Underwriter sells its rights to the 0.75% distribution-related portion of the 12b-1 fees paid by the fund, as well as any contingent deferred sales charges, to a third party. The Principal Underwriter compensates investment dealers for sales of Class B and 529-B shares out of the proceeds of this sale and keeps any amounts remaining after this compensation is paid. . For Class C and 529-C shares, the Principal Underwriter receives any contingent deferred sales charges that apply during the first year after purchase. In addition, the fund reimburses the Principal Underwriter for advancing immediate service fees to qualified dealers and advisers upon the sale of Class B, 529-B, 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 qualified dealers and advisers in connection with investments in Class F-1, 529-F-1, 529-E, R-1, R-2, R-3 and R-4 shares. 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 directors 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 or Class R-5, no 12b-1 fees are paid from Class F-2 or Class R-5 share assets and the following disclosure is not applicable to these share classes. Payments under the Plans may be made for service-related and/or distribution-related expenses. Service-related expenses include paying service fees to qualified dealers. Distribution-related expenses include commissions paid to qualified dealers. The amounts actually paid under the Plans for the past fiscal year, expressed as a percentage of the fund's average daily net assets attributable to the applicable share class, are disclosed in the prospectus under "Fees and expenses of the fund." Further information regarding the amounts available under each Plan is in the "Plans of Distribution" section of the prospectus. Following is a brief description of the Plans: CLASS A AND 529-A -- For Class A and 529-A shares, up to 0.25% of the fund's average daily net assets attributable to such shares is reimbursed to the Principal Underwriter for paying service-related expenses, and the balance available under the applicable Plan may be paid to the Principal Underwriter for distribution-related expenses. The fund may annually expend up to 0.30% for Class A shares and up to 0.50% for Class 529-A shares under the applicable Plan. Distribution-related expenses for Class A and 529-A shares include dealer commissions and wholesaler compensation paid on sales of shares of $1 million or more purchased without a sales charge. Commissions on these "no load" purchases (which are described in further detail under the "Sales Charges" section of this statement of additional information) in excess of the Class A and 529-A Plan limitations and not reimbursed to the Principal Underwriter during the most recent fiscal quarter are recoverable for five quarters, provided that the reimbursement of such commissions does not cause the fund International Growth and Income Fund -- Page 22 <PAGE> to exceed the annual expense limit. After five quarters, these commissions are not recoverable. CLASS B AND 529-B -- The Plans for Class B and 529-B shares provide for payments to the Principal Underwriter of up to 0.25% of the fund's average daily net assets attributable to such shares for paying service-related expenses and 0.75% for distribution-related expenses, which include the financing of commissions paid to qualified dealers. OTHER SHARE CLASSES (CLASS C, 529-C, F-1, 529-F-1, 529-E, R-1, R-2, R-3 AND R-4) -- The Plans for each of the other share classes that have adopted Plans provide for payments to the Principal Underwriter for paying service-related and distribution-related expenses of up to the following amounts of the fund's average daily net assets attributable to such shares: TOTAL SERVICE DISTRIBUTION ALLOWABLE RELATED RELATED UNDER SHARE CLASS PAYMENTS/1/ PAYMENTS/1/ THE PLANS/2/ ------------------------------------------------------------------------- Class C 0.25% 0.75% 1.00% ------------------------------------------------------------------------- Class 529-C 0.25 0.75 1.00 ------------------------------------------------------------------------- Class F-1 0.25 -- 0.50 ------------------------------------------------------------------------- Class 529-F-1 0.25 -- 0.50 ------------------------------------------------------------------------- Class 529-E 0.25 0.25 0.75 ------------------------------------------------------------------------- Class R-1 0.25 0.75 1.00 ------------------------------------------------------------------------- Class R-2 0.25 0.50 1.00 ------------------------------------------------------------------------- Class R-3 0.25 0.25 0.75 ------------------------------------------------------------------------- Class R-4 0.25 -- 0.50 ------------------------------------------------------------------------- 1 Amounts in these columns represent the amounts approved by the board of directors 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 directors. 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 directors and separately by a majority of the independent directors 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 directors of the fund are committed to the discretion of the independent directors 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 directors and the Plans must be renewed annually by the board of directors. International Growth and Income Fund -- Page 23 <PAGE> OTHER COMPENSATION TO DEALERS -- As of July 2008, the top dealers (or their affiliates) that American Funds Distributors anticipates will receive additional compensation (as described in the prospectus) include: AIG Advisors Group Advantage Capital Corporation AIG Financial Advisors, Inc. American General Securities Incorporated FSC Securities Corporation Royal Alliance Associates, Inc. AXA Advisors, LLC Cadaret, Grant & Co., Inc. Cambridge Investment Research, Inc. Commonwealth Financial Network Cuna Brokerage Services, Inc. Deutsche Bank Securities Inc. Edward Jones Genworth Financial Securities Corporation Hefren-Tillotson, Inc. HTK / Janney Montgomery Group Hornor, Townsend & Kent, Inc. Janney Montgomery Scott LLC ING Advisors Network Inc. Bancnorth Investment Group, Inc. Financial Network Investment Corporation Guaranty Brokerage Services, Inc. ING Financial Partners, Inc. Multi-Financial Securities Corporation Primevest Financial Services, Inc. Intersecurities / Transamerica InterSecurities, Inc. Transamerica Financial Advisors, Inc. JJB Hilliard/PNC Bank J.J.B. Hilliard, W.L. Lyons, Inc. PNC Bank, National Association PNC Investments LLC Lincoln Financial Advisors Corporation LPL Group Associated Securities Corp. LPL Financial Corporation Mutual Service Corporation Uvest Investment Services Waterstone Financial Group, Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Metlife Enterprises Metlife Securities Inc. New England Securities Walnut Street Securities, Inc. MML Investors Services, Inc. Morgan Keegan & Company, Inc. International Growth and Income Fund -- Page 24 <PAGE> Morgan Stanley & Co., Incorporated National Planning Holdings Inc. Invest Financial Corporation Investment Centers of America, Inc. National Planning Corporation SII Investments, Inc. NFP Securities, Inc. Northwestern Mutual Investment Services, LLC Park Avenue Securities LLC Primerica Financial Services Princor Financial Services Corporation Raymond James Group Raymond James & Associates, Inc. Raymond James Financial Services Inc. RBC Dain Rauscher Inc. Robert W. Baird & Co. Incorporated Securian / C.R.I. CRI Securities, LLC Securian Financial Services, Inc. Smith Barney Legg Mason U.S. Bancorp Investments, Inc. UBS Financial Services Inc. Wachovia Group A. G. Edwards, a Division of Wachovia Securities, LLC First Clearing LLC Wachovia Securities Financial Network, LLC Wachovia Securities Investment Services Group Wachovia Securities Latin American Channel Wachovia Securities Private Client Group Wells Fargo Investments, LLC 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 International Growth and Income Fund -- Page 25 <PAGE> cost, quality and reliability of the executions and the broker-dealer's ability to offer liquidity and anonymity. The investment adviser considers these factors, which involve qualitative judgments, when selecting broker-dealers and execution venues for fund portfolio transactions. The investment adviser views best execution as a process that should be evaluated over time as part of an overall relationship with particular broker-dealer firms rather than on a trade-by-trade basis. The fund does not consider the investment adviser as having an obligation to obtain the lowest commission rate available for a portfolio transaction to the exclusion of price, service and qualitative considerations. The investment adviser may execute portfolio transactions with broker-dealers who provide certain brokerage and/or investment research services to it, but only when in the investment adviser's judgment the broker-dealer is capable of providing best execution for that transaction. The receipt of these services permits the investment adviser to supplement its own research and analysis and makes available the views of, and information from, individuals and the research staffs of other firms. Such views and information may be provided in the form of written reports, telephone contacts and meetings with securities analysts. These services may include, among other things, reports and other communications with respect to individual companies, industries, countries and regions, economic, political and legal developments, as well as scheduling meetings with corporate executives and seminars and conferences related to relevant subject matters. The investment adviser considers these services to be supplemental to its own internal research efforts and therefore the receipt of investment research from broker-dealers does not tend to reduce the expenses involved in the investment adviser's research efforts. If broker-dealers were to discontinue providing such services it is unlikely the investment adviser would attempt to replicate them on its own, in part because they would then no longer provide an independent, supplemental viewpoint. Nonetheless, if it were to attempt to do so, the investment adviser would incur substantial additional costs. Research services that the investment adviser receives from broker-dealers may be used by the investment adviser in servicing the fund and other funds and accounts that it advises; however, not all such services will necessarily benefit the fund. The investment adviser may pay commissions in excess of what other broker-dealers might have charged - including on an execution-only basis - for certain portfolio transactions in recognition of brokerage and/or investment research services provided by a broker-dealer. In this regard, the investment adviser has adopted a brokerage allocation procedure consistent with the requirements of Section 28(e) of the U.S. Securities Exchange Act of 1934. Section 28(e) permits an investment adviser to cause an account to pay a higher commission to a broker-dealer that provides certain brokerage and/or investment research services to the investment adviser, if the investment adviser makes a good faith determination that such commissions are reasonable in relation to the value of the services provided by such broker-dealer to the investment adviser in terms of that particular transaction or the investment adviser's overall responsibility to the fund and other accounts that it advises. Certain brokerage and/or investment research services may not necessarily benefit all accounts paying commissions to each such broker-dealer; therefore, the investment adviser assesses the reasonableness of commissions in light of the total brokerage and investment research services provided by each particular broker-dealer. In accordance with its internal brokerage allocation procedure, each equity investment division of the investment adviser periodically assesses the brokerage and investment research services provided by each broker-dealer from which it receives such services. Using its judgment, each equity investment division of the investment adviser then creates lists with suggested levels of commissions for particular broker-dealers and provides those lists to its trading desks. Neither International Growth and Income Fund -- Page 26 <PAGE> the investment adviser nor the fund incurs any obligation to any broker-dealer to pay for research by generating trading commissions. The actual level of business received by any broker-dealer may be less than the suggested level of commissions and can, and often does, exceed the suggested level in the normal course of business. As part of its ongoing relationships with broker-dealers, the investment adviser routinely meets with firms, typically at the firm's request, to discuss the level and quality of the brokerage and research services provided, as well as the perceived value and cost of such services. In valuing the brokerage and investment research services the investment adviser receives from broker-dealers for its good faith determination of reasonableness, the investment adviser does not attribute a dollar value to such services, but rather takes various factors into consideration, including the quantity, quality and usefulness of the services to the investment adviser. The investment adviser seeks, on an ongoing basis, to determine what the reasonable levels of commission rates are in the marketplace. The investment adviser takes various considerations into account when evaluating such reasonableness, including, (a) rates quoted by broker-dealers, (b) the size of a particular transaction in terms of the number of shares and dollar amount, (c) the complexity of a particular transaction, (d) the nature and character of the markets on which a particular trade takes place, (e) the ability of a broker-dealer to provide anonymity while executing trades, (f) the ability of a broker-dealer to execute large trades while minimizing market impact, (g) the extent to which a broker-dealer has put its own capital at risk, (h) the level and type of business done with a particular broker-dealer over a period of time, (i) historical commission rates, and (j) commission rates that other institutional investors are paying. When executing portfolio transactions in the same equity security for the funds and accounts, or portions of funds and accounts, over which the investment adviser, through its equity investment divisions, has investment discretion, each of the investment divisions will normally aggregate its respective purchases or sales and execute them as part of the same transaction or series of transactions. When executing portfolio transactions in the same fixed-income security for the fund and the other funds or accounts over which it or one of its affiliated companies has investment discretion, the investment adviser will normally aggregate such purchases or sales and execute them as part of the same transaction or series of transactions. The objective of aggregating purchases and sales of a security is to allocate executions in an equitable manner among the funds and other accounts that have concurrently authorized a transaction in such security. The investment adviser may place orders for the fund's portfolio transactions with broker-dealers who have sold shares in 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. The fund is required to disclose information regarding investments in the securities of its "regular" broker-dealers (or parent companies of its regular broker-dealers) that derive more than 15% of their revenue from broker-dealer, underwriter or investment adviser activities. A regular broker-dealer is (a) one of the 10 broker-dealers that received from the fund the largest amount of brokerage commissions by participating, directly or indirectly, in the fund's portfolio transactions during the fund's most recent fiscal year; (b) one of the 10 broker-dealers that engaged as principal in the largest dollar amount of portfolio transactions of the fund during the fund's most recent fiscal year; or (c) one of the 10 broker-dealers that sold the largest amount of securities of the fund during the fund's most recent fiscal year. International Growth and Income Fund -- Page 27 <PAGE> 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 directors and compliance will be periodically assessed by the board in connection with reporting from the fund's Chief Compliance Officer. Under these policies and procedures, the fund's complete list of portfolio holdings available for public disclosure, dated as of the end of each calendar quarter, is permitted to be posted on the American Funds website no earlier than the tenth day after such calendar quarter. In practice, the public portfolio typically is posted on the website approximately 45 days after the end of the calendar quarter. In addition, the fund's list of top 10 equity portfolio holdings measured by percentage of net assets invested, dated as of the end of each calendar month, is permitted to be posted on the American Funds website no earlier than the tenth day after such month. Such portfolio holdings information may then be disclosed to any person pursuant to an ongoing arrangement to disclose portfolio holdings information to such person no earlier than one day after the day on which the information is posted on the American Funds website. The fund's custodian, outside counsel and auditor, each of which requires portfolio holdings information for legitimate business and fund oversight purposes, may receive the information earlier. Affiliated persons of the fund as described above 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 to maintain the confidentiality of such information, preclear securities trades and report securities transactions activity, as applicable. Third party service providers of the fund receiving such information are subject to confidentiality obligations. When portfolio holdings information is disclosed other than through the American Funds website to persons not affiliated with the fund (which, as described above, would typically occur no earlier than one day after the day on which the information is posted on the American Funds website), such persons may be bound by agreements (including confidentiality agreements) that restrict and limit their use of the information to legitimate business uses only. Neither the fund nor its investment adviser or any affiliate thereof receives compensation or other consideration in connection with the disclosure of information about portfolio securities. Subject to board policies, the authority to disclose a fund's portfolio holdings, and to establish policies with respect to such disclosure, resides with the appropriate investment-related committees of the fund's investment adviser. In exercising their authority, the committees determine whether disclosure of information about the fund's portfolio securities is appropriate and in the best interest of fund shareholders. The investment adviser has implemented policies and procedures to address conflicts of interest that may arise from the disclosure of fund holdings. For example, the investment adviser's code of ethics specifically requires, among other things, the safeguarding of information about fund holdings and contains prohibitions designed to prevent the personal use of confidential, proprietary investment information in a way that would conflict with fund transactions. In addition, the investment adviser believes that its current policy of not selling portfolio holdings information and not disclosing such information to unaffiliated third parties until such holdings have been made public on the American Funds website (other than to certain fund service providers for legitimate business and fund oversight purposes) helps reduce potential conflicts of interest between fund shareholders and the investment adviser and its affiliates. International Growth and Income Fund -- Page 28 <PAGE> PRICE OF SHARES Shares are purchased at the offering price or sold at the net asset value price next determined after the purchase or sell order is received and accepted by the fund or the Transfer Agent; the offering or net asset value price is effective for orders received prior to the time of determination of the net asset value and, in the case of orders placed with dealers or their authorized designees, accepted by the Principal Underwriter, the Transfer Agent, a dealer or any of their designees. In the case of orders sent directly to the fund or the Transfer Agent, an investment dealer should be indicated. The dealer is responsible for promptly transmitting purchase and sell orders to the Principal Underwriter. Orders received by the investment dealer or authorized designee, the Transfer Agent or the fund after the time of the determination of the net asset value will be entered at the next calculated offering price. Note that investment dealers or other intermediaries may have their own rules about share transactions and may have earlier cut-off times than those of the fund. For more information about how to purchase through your intermediary, contact your intermediary directly. Prices that appear in the newspaper do not always indicate prices at which you will be purchasing and redeeming shares of the fund, since such prices generally reflect the previous day's closing price, while purchases and redemptions are made at the next calculated price. The price you pay for shares, the offering price, is based on the net asset value per share, which is calculated once daily as of approximately 4 p.m. New York time, which is the normal close of trading on the New York Stock Exchange, each day the Exchange is open. If, for example, the Exchange closes at 1 p.m., the fund's share price would still be determined as of 4 p.m. New York time. The New York Stock Exchange is currently closed on weekends and on the following holidays: New Year's Day; Martin Luther King, Jr. Day; Presidents' Day; Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving; and Christmas Day. Each share class of the fund has a separately calculated net asset value (and share price). All portfolio securities of funds managed by Capital Research and Management Company (other than money market funds) 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. 1. Equity securities, including depositary receipts, are valued at the official closing price of, or the last reported sale price on, the exchange or market on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price. Prices for each security are taken from the principal exchange or market in which the security trades. Fixed-income securities are valued at prices obtained from an independent pricing service, when such prices are available; however, in circumstances where the investment adviser deems it appropriate to do so, such securities will be valued at the mean quoted bid and asked prices (or bid prices, if asked prices are not available) or at prices for securities of comparable maturity, quality and type. The pricing services base bond prices on, among other things, an evaluation of the yield curve as of approximately 3 p.m. New York time. The fund's investment adviser performs certain checks on these prices prior to calculation of the fund's net asset value. 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 prin- International Growth and Income Fund -- Page 29 <PAGE> cipally among fixed-income dealers, are valued in the manner described above for either equity or fixed-income securities, depending on which method is deemed most appropriate by the investment adviser. Securities with original maturities of one year or less having 60 days or less to maturity are amortized to maturity based on their cost if acquired within 60 days of maturity, or if already held on the 60th day, based on the value determined on the 61st day. Forward currency contracts are valued at the mean of representative quoted bid and asked prices. Assets or liabilities initially expressed in terms of currencies other than U.S. dollars are translated prior to the next determination of the net asset value of the fund's shares into U.S. dollars at the prevailing market rates. Securities and assets for which market quotations are not readily available or are considered unreliable are valued at fair value as determined in good faith under policies approved by the fund's board. Subject to board oversight, the fund's board has delegated the obligation to make fair valuation determinations to a valuation committee established by the fund's investment adviser. The board receives regular reports describing fair-valued securities and the valuation methods used. The valuation committee has adopted guidelines and procedures (consistent with SEC rules and guidance) to ensure that certain basic principles and factors are considered 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. The valuation committee considers all indications of value available to it in determining the fair value to be assigned to a particular security, including, without limitation, 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). 2. Each class of shares represents interests in the same portfolio of investments and is identical in all respects to each other class, except for differences relating to distribution, service and other charges and expenses, certain voting rights, differences relating to eligible investors, the designation of each class of shares, conversion features and exchange privileges. Expenses attributable to the fund, but not to a particular class of shares, are borne by each class pro rata based on relative aggregate net assets of the classes. Expenses directly attributable to a class of shares are borne by that class of shares. Liabilities, including accruals of taxes and other expense items attributable to particular share classes, are deducted from total assets attributable to such share classes. International Growth and Income Fund -- Page 30 <PAGE> 3. 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 share class. TAXES AND DISTRIBUTIONS FUND TAXATION -- The fund has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code (the "Code"). A regulated investment company qualifying under Subchapter M of the Code is required to distribute to its shareholders at least 90% of its investment company taxable income (including the excess of net short-term capital gain over net long-term capital losses) and generally is not subject to federal income tax to the extent that it distributes annually 100% of its investment company taxable income and net realized capital gains in the manner required under the Code. The fund intends to distribute annually all of its investment company taxable income and net realized capital gains and therefore does not expect to pay federal income tax, although in certain circumstances, the fund may determine that it is in the interest of shareholders to distribute less than that amount. To be treated as a regulated investment company under Subchapter M of the Code, the fund must also (a) derive at least 90% of its gross income from dividends, interest, payments with respect to securities loans, net income from certain publicly traded partnerships and gains from the sale or other disposition of securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to the business of investing in such securities or currencies, and (b) diversify its holdings so that, at the end of each fiscal quarter, (i) at least 50% of the market value of the fund's assets is represented by cash, U.S. government securities and securities of other regulated investment companies, and other securities (for purposes of this calculation, generally limited in respect of any one issuer, to an amount not greater than 5% of the market value of the fund's assets and 10% of the outstanding voting securities of such issuer) and (ii) not more than 25% of the value of its assets is invested in the securities of (other than U.S. government securities or the securities of other regulated investment companies) any one issuer; two or more issuers which the fund controls and which are determined to be engaged in the same or similar trades or businesses; or the securities of certain publicly traded partnerships. Under the Code, a nondeductible excise tax of 4% is imposed on the excess of a regulated investment company's "required distribution" for the calendar year ending within the regulated investment company's taxable year over the "distributed amount" for such calendar year. The term "required distribution" means the sum of (a) 98% of ordinary income (generally net investment income) for the calendar year, (b) 98% of capital gain (both long-term and short-term) for the one-year period ending on October 31 (as though the one-year period ending on October 31 were the regulated investment company's taxable year) and (c) the sum of any untaxed, undistributed net investment income and net capital gains of the regulated investment company for prior periods. The term "distributed amount" generally means the sum of (a) amounts actually distributed by the fund from its current year's ordinary income and capital gain net income and (b) any amount on which the fund pays income tax during the periods described above. Although the fund intends to distribute its net investment income and net capital gains so as to avoid excise tax liability, the fund may determine that it is in the interest of shareholders to distribute a lesser amount. International Growth and Income Fund -- Page 31 <PAGE> The following information may not apply to you if you hold fund shares in a tax-deferred account, such as a retirement plan or education savings account. Please see your tax adviser for more information. DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS -- Dividends and capital gain distributions on fund shares will be reinvested in shares of the fund of the same class, unless shareholders indicate in writing that they wish to receive them in cash or in shares of the same class of other American Funds, as provided in the prospectus. Dividends and capital gain distributions by 529 share classes will be automatically reinvested. Distributions of investment company taxable income and net realized capital gains to shareholders will be taxable whether received in shares or in cash, unless such shareholders are exempt from taxation. Shareholders electing to receive distributions in the form of additional shares will have a cost basis for federal income tax purposes in each share so received equal to the net asset value of that share on the reinvestment date. Dividends and capital gain distributions by the fund to a tax-deferred retirement plan account are not taxable currently. DIVIDENDS -- The fund intends to follow the practice of distributing substantially all of its investment company taxable income. Investment company taxable income generally includes dividends, interest, net short-term capital gains in excess of net long-term capital losses, and certain foreign currency gains, if any, less expenses and certain foreign currency losses. To the extent the fund invests in stock of domestic and certain foreign corporations and meets the applicable holding period requirement, it may receive "qualified dividends". The fund will designate the amount of "qualified dividends" to its shareholders in a notice sent within 60 days of the close of its fiscal year and will report "qualified dividends" to shareholders on Form 1099-DIV. Under the Code, gains or losses attributable to fluctuations in exchange rates that occur between the time the fund accrues receivables or liabilities denominated in a foreign currency and the time the fund actually collects such receivables, or pays such liabilities, generally are treated as ordinary income or ordinary loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain futures contracts, forward contracts and options, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition are also treated as ordinary gain or loss. These gains or losses, referred to under the Code as Section 988 gains or losses, may increase or decrease the amount of the fund's investment company taxable income to be distributed to its shareholders as ordinary income. If the fund invests in stock of certain passive foreign investment companies, the fund may be subject to U.S. federal income taxation on a portion of any "excess distribution" with respect to, or gain from the disposition of, such stock. The tax would be determined by allocating such distribution or gain ratably to each day of the fund's holding period for the stock. The distribution or gain so allocated to any taxable year of the fund, other than the taxable year of the excess distribution or disposition, would be taxed to the fund at the highest ordinary income rate in effect for such year, and the tax would be further increased by an interest charge to reflect the value of the tax deferral deemed to have resulted from the ownership of the foreign company's stock. Any amount of distribution or gain allocated to the taxable year of the distribution or disposition would be included in the International Growth and Income Fund -- Page 32 <PAGE> fund's investment company taxable income and, accordingly, would not be taxable to the fund to the extent distributed by the fund as a dividend to its shareholders. To avoid such tax and interest, the fund intends to elect to treat these securities as sold on the last day of its fiscal year and recognize any gains for tax purposes at that time. Under this election, deductions for losses are allowable only to the extent of any prior recognized gains, and both gains and losses will be treated as ordinary income or loss. The fund will be required to distribute any resulting income, even though it has not sold the security and received cash to pay such distributions. Upon disposition of these securities, any gain recognized is treated as ordinary income and loss is treated as ordinary loss to the extent of any prior recognized gain. Dividends from domestic corporations are expected to comprise some portion of the fund's gross income. To the extent that such dividends constitute any of the fund's gross income, a portion of the income distributions of the fund may be eligible for the deduction for dividends received by corporations. Corporate shareholders will be informed of the portion of dividends that so qualifies. The dividends-received deduction is reduced to the extent that either the fund shares, or the underlying shares of stock held by the fund, with respect to which dividends are received, are treated as debt-financed under federal income tax law, and is eliminated if the shares are deemed to have been held by the shareholder or the fund, as the case may be, for less than 46 days during the 91-day period beginning on the date that is 45 days before the date on which the shares become ex-dividend. Capital gain distributions are not eligible for the dividends-received deduction. A portion of the difference between the issue price of zero coupon securities and their face value (original issue discount) is considered to be income to the fund each year, even though the fund will not receive cash interest payments from these securities. This original issue discount (imputed income) will comprise a part of the investment company taxable income of the fund that must be distributed to shareholders in order to maintain the qualification of the fund as a regulated investment company and to avoid federal income taxation at the level of the fund. The price of a bond purchased after its original issuance may reflect market discount which, depending on the particular circumstances, may affect the tax character and amount of income required to be recognized by a fund holding the bond. In determining whether a bond is purchased with market discount, certain de minimis rules apply. Dividend and interest income received by the fund from sources outside the United States may be subject to withholding and other taxes imposed by such foreign jurisdictions. Tax conventions between certain countries and the United States, however, may reduce or eliminate these foreign taxes. Some foreign countries impose taxes on capital gains with respect to investments by foreign investors. CAPITAL GAIN DISTRIBUTIONS -- The fund also intends to follow the practice of distributing the entire excess of net realized long-term capital gains over net realized short-term capital losses. Net capital gains for a fiscal year are computed by taking into account any capital loss carryforward of the fund. International Growth and Income Fund -- Page 33 <PAGE> If any net long-term capital gains in excess of net short-term capital losses are retained by the fund for reinvestment, requiring federal income taxes to be paid thereon by the fund, the fund intends to elect to treat such capital gains as having been distributed to shareholders. As a result, each shareholder will report such capital gains as long-term capital gains taxable to individual shareholders at a maximum 15% capital gains rate, will be able to claim a pro rata share of federal income taxes paid by the fund on such gains as a credit against personal federal income tax liability, and will be entitled to increase the adjusted tax basis on fund shares by the difference between a pro rata share of the retained gains and such shareholder's related tax credit. SHAREHOLDER TAXATION -- In January of each year, individual shareholders holding fund shares in taxable accounts will receive a statement of the federal income tax status of all distributions. Shareholders of the fund also may be subject to state and local taxes on distributions received from the fund. DIVIDENDS -- Fund dividends are taxable to shareholders as ordinary income. All or a portion of a fund's dividend distribution may be a "qualified dividend." If the fund meets the applicable holding period requirement, it will distribute dividends derived from qualified corporation dividends to shareholders as qualified dividends. Interest income from bonds and money market instruments and nonqualified foreign dividends will be distributed to shareholders as nonqualified fund dividends. The fund will report on Form 1099-DIV the amount of each shareholder's dividend that may be treated as a qualified dividend. If a shareholder other than a corporation meets the requisite holding period requirement, qualified dividends are taxable at a maximum rate of 15%. CAPITAL GAINS -- Distributions of the excess of net long-term capital gains over net short-term capital losses that the fund properly designates as "capital gain dividends" generally will be taxable as long-term capital gain. Regardless of the length of time the shares of the fund have been held by a shareholder, a capital gain distribution by the fund is subject to a maximum tax rate of 15%. Any loss realized upon the redemption of shares held at the time of redemption for six months or less from the date of their purchase will be treated as a long-term capital loss to the extent of any amounts treated as distributions of long-term capital gains during such six-month period. Distributions by the fund result in a reduction in the net asset value of the fund's shares. Investors should consider the tax implications of buying shares just prior to a distribution. The price of shares purchased at that time includes the amount of the forthcoming distribution. Those purchasing just prior to a distribution will subsequently receive a partial return of their investment capital upon payment of the distribution, which will be taxable to them. The fund may make the election permitted under Section 853 of the Code so that shareholders may (subject to limitations) be able to claim a credit or deduction on their federal income tax returns for, and will be required to treat as part of the amounts distributed to them, their pro rata portion of qualified taxes paid by the fund to foreign countries (such taxes relate primarily to investment income). The fund may make an election under Section 853 of the Code, provided that more than 50% of the value of the total assets of the fund at the close of the taxable year consists of securities of foreign corporations. The foreign tax credit available to shareholders is subject to certain limitations imposed by the Code. International Growth and Income Fund -- Page 34 <PAGE> Redemptions of shares, including exchanges for shares of other American Funds, may result in federal, state and local tax consequences (gain or loss) to the shareholder. If a shareholder exchanges or otherwise disposes of shares of the fund within 90 days of having acquired such shares, and if, as a result of having acquired those shares, the shareholder subsequently pays a reduced sales charge for shares of the fund, or of a different fund, the sales charge previously incurred in acquiring the fund's shares will not be taken into account (to the extent such previous sales charges do not exceed the reduction in sales charges) for the purposes of determining the amount of gain or loss on the exchange, but will be treated as having been incurred in the acquisition of such other fund(s). Any loss realized on a redemption or exchange of shares of the fund will be disallowed to the extent substantially identical shares are reacquired within the 61-day period beginning 30 days before and ending 30 days after the shares are disposed of. Any loss disallowed under this rule will be added to the shareholder's tax basis in the new shares purchased. The fund will be required to report to the IRS all distributions of investment company taxable income and capital gains as well as gross proceeds from the redemption or exchange of fund shares, except in the case of certain exempt shareholders. Under the backup withholding provisions of Section 3406 of the Code, distributions of investment company taxable income and capital gains and proceeds from the redemption or exchange of a regulated investment company may be subject to backup withholding of federal income tax in the case of non-exempt U.S. shareholders who fail to furnish the investment company with their taxpayer identification numbers and with required certifications regarding their status under the federal income tax law. Withholding may also be required if the fund is notified by the IRS or a broker that the taxpayer identification number furnished by the shareholder is incorrect or that the shareholder has previously failed to report interest or dividend income. If the withholding provisions are applicable, any such distributions and proceeds, whether taken in cash or reinvested in additional shares, will be reduced by the amounts required to be withheld. The foregoing discussion of U.S. federal income tax law relates solely to the application of that law to U.S. persons (i.e., U.S. citizens and residents and U.S. corporations, partnerships, trusts and estates). Each shareholder who is not a U.S. person should consider the U.S. and foreign tax consequences of ownership of shares of the fund, including the possibility that such a shareholder may be subject to a U.S. withholding tax at a rate of 30% (or a lower rate under an applicable income tax treaty) on dividend income received by the shareholder. Shareholders should consult their tax advisers about the application of federal, state and local tax law in light of their particular situation. International Growth and Income Fund -- Page 35 <PAGE> UNLESS OTHERWISE NOTED, ALL REFERENCES IN THE FOLLOWING PAGES TO CLASS A, B, C OR F-1 SHARES ALSO REFER TO THE CORRESPONDING CLASS 529-A, 529-B, 529-C OR 529-F-1 SHARES. CLASS 529 SHAREHOLDERS SHOULD ALSO REFER TO THE APPLICABLE PROGRAM DESCRIPTION FOR INFORMATION ON POLICIES AND SERVICES SPECIFICALLY RELATING TO THESE ACCOUNTS. SHAREHOLDERS HOLDING SHARES THROUGH AN ELIGIBLE RETIREMENT PLAN SHOULD CONTACT THEIR PLAN'S ADMINISTRATOR OR RECORDKEEPER FOR INFORMATION REGARDING PURCHASES, SALES AND EXCHANGES. PURCHASE AND EXCHANGE OF SHARES PURCHASES BY INDIVIDUALS -- As described in the prospectus, you may generally open an account and purchase fund shares by contacting a financial adviser or investment dealer authorized to sell the fund's shares. You may make investments by any of the following means: CONTACTING YOUR FINANCIAL ADVISER -- Deliver or mail a check to your financial adviser. BY MAIL -- for initial investments, you may mail a check, made payable to the fund, directly to the address indicated on the account application. Please indicate an investment dealer on the account application. You may make additional investments by filling out the "Account Additions" form at the bottom of a recent account statement and mailing the form, along with a check made payable to the fund, using the envelope provided with your account statement. 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 any of the following addresses: American Funds 8332 Woodfield Crossing Blvd. Indianapolis, IN 46240-2482 American Funds 3500 Wiseman Blvd. San Antonio, TX 78251-4321 American Funds 5300 Robin Hood Rd. Norfolk, VA 23513-2407 BY TELEPHONE -- using the American FundsLine. Please see the "Shareholder account services and privileges" section of this statement of additional information for more information regarding this service. BY INTERNET -- using americanfunds.com. Please see the "Shareholder account services and privileges" section of this statement of additional information for more information regarding this service. International Growth and Income Fund -- Page 36 <PAGE> BY WIRE -- If you are making a wire transfer, instruct your bank to wire funds to: Wells Fargo Bank ABA Routing No. 121000248 Account No. 4600-076178 Your bank should include the following information when wiring funds: For credit to the account of: American Funds Service Company (fund's name) For further credit to: (shareholder's fund account number) (shareholder's name) You may contact American Funds Service Company at 800/421-0180 if you have questions about making wire transfers. OTHER PURCHASE INFORMATION -- The Principal Underwriter will not knowingly sell shares of the fund directly or indirectly to any person or entity, where, after the sale, such person or entity would own beneficially directly or indirectly more than 3% of the outstanding shares of the fund without the consent of a majority of the fund's board. 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. Class R-5 shares are also available to clients of the Personal Investment Management group of Capital Guardian Trust Company who do not have an intermediary associated with their accounts and without regard to the $1 million purchase minimum. In addition, 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. The fund and the Principal Underwriter reserve the right to reject any purchase order. 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. 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. International Growth and Income Fund -- Page 37 <PAGE> 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 Personal Investment Management group. 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. EXCHANGES -- You may only exchange shares into other American Funds within the same share class. However, exchanges from Class A shares of The Cash Management Trust of America may be made to Class B or C shares of other American Funds for dollar cost averaging purposes. Exchanges are not permitted from Class A shares of The Cash Management Trust of America to Class B or C shares of Intermediate Bond Fund of America, Limited Term Tax-Exempt Bond Fund of America and 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 funds are subject to applicable sales charges on the fund being purchased, unless the money market fund shares were acquired by an exchange from a fund having a sales charge, or by reinvestment or cross-reinvestment of dividends or capital gain distributions. Exchanges of Class F shares generally may only be made through fee-based programs of investment firms that have special agreements with the fund's distributor and certain registered investment advisers. You may exchange shares of other classes by contacting the Transfer Agent, by contacting your investment dealer or financial adviser, by using American FundsLine or americanfunds.com, or by telephoning 800/421-0180 toll-free, or faxing (see "American Funds Service Company service areas" in the prospectus for the appropriate fax numbers) the Transfer Agent. For more information, see "Shareholder account services and privileges" in this statement of additional information. THESE TRANSACTIONS HAVE THE SAME TAX CONSEQUENCES AS ORDINARY SALES AND PURCHASES. Shares held in employer-sponsored retirement plans may be exchanged into other American Funds by contacting your plan administrator or recordkeeper. Exchange redemptions and purchases are processed simultaneously at the share prices next determined after the exchange order is received (see "Price of shares" in this statement of additional information). 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. 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. International Growth and Income Fund -- Page 38 <PAGE> OTHER POTENTIALLY ABUSIVE ACTIVITY -- In addition to implementing purchase blocks, American Funds Service Company will monitor for other types of activity that could potentially be harmful to the American Funds - for example, short-term trading activity in multiple funds. When identified, American Funds Service Company will request that the shareholder discontinue the activity. If the activity continues, American Funds Service Company will freeze the shareholder account to prevent all activity other than redemptions of fund shares. MOVING BETWEEN SHARE CLASSES If you wish to "move" your investment between share classes (within the same fund or between different funds), we generally will process your request as an exchange of the shares you currently hold for shares in the new class or fund. Below is more information about how sales charges are handled for various scenarios. EXCHANGING CLASS B SHARES FOR CLASS A SHARES -- If you exchange Class B shares for Class A shares during the contingent deferred sales charge period you are responsible for paying any applicable deferred sales charges attributable to those Class B shares, but you will not be required to pay a Class A sales charge. If, however, you exchange your Class B shares for Class A shares after the contingent deferred sales charge period, you are responsible for paying any applicable Class A sales charges. EXCHANGING CLASS C SHARES FOR CLASS A SHARES -- If you exchange Class C shares for Class A shares, you are still responsible for paying any Class C contingent deferred sales charges and applicable Class A sales charges. EXCHANGING CLASS C SHARES FOR CLASS F SHARES -- If you are part of a qualified fee-based program and you wish to exchange your Class C shares for Class F shares to be held in the program, you are still responsible for paying any applicable Class C contingent deferred sales charges. EXCHANGING CLASS F SHARES FOR CLASS A SHARES -- You can exchange Class F shares held in a qualified fee-based program for Class A shares without paying an initial Class A sales charge if all of the following requirements are met: (a) you are leaving or have left the fee-based program, (b) you have held the Class F shares in the program for at least one year, and (c) you notify American Funds Service Company of your request. 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. In addition, you may redeem Class F-1 shares held in a fee-based brokerage account/ program for less than one year and with the redemption proceeds purchase Class A shares without a sales charge if the redemption is necessary to comply with the repeal of SEC Rule 202 under the Investment Advisers Act of 1940 and the transaction occurs prior to October 1, 2007, or such other date as determined by rule, regulation or court order. 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. International Growth and Income Fund -- Page 39 <PAGE> EXCHANGING CLASS A SHARES FOR CLASS R SHARES -- Provided it is eligible to invest in Class R shares, a retirement plan currently invested in Class A shares may exchange its shares for Class R shares. Any Class A sales charges that the retirement plan previously paid will not be credited back to the plan's account. EXCHANGING CLASS F-1 SHARES FOR CLASS F-2 SHARES -- If you are part of a qualified fee-based program that offers Class F-2 shares, you may exchange your Class F-1 shares for Class F-2 shares to be held in the program. MOVING BETWEEN OTHER SHARE CLASSES -- If you desire to move your investment between share classes and the particular scenario is not described in this statement of additional information, please contact American Funds Service Company at 800/421-0180 for more information. NON-REPORTABLE TRANSACTIONS -- Automatic conversions described in the prospectus will be non-reportable for tax purposes. In addition, except in the case of a movement between a 529 share class and a non-529 share class, an exchange of shares from one share class of a fund to another share class of the same fund will be treated as a non-reportable exchange for tax purposes, provided that the exchange request is received in writing by American Funds Service Company and processed as a single transaction. SALES CHARGES CLASS A PURCHASES PURCHASES BY CERTAIN 403(B) PLANS Individual 403(b) plans may be treated similarly to employer-sponsored plans for Class A sales charge purposes (i.e., individual participant accounts are eligible to be aggregated together) if: (a) the American Funds are principal investment options; (b) the employer facilitates the enrollment process by, for example, allowing for onsite group enrollment meetings held during working hours; and (c) there is only one dealer firm assigned to the plans. 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. International Growth and Income Fund -- Page 40 <PAGE> 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 of Washington Management Corporation, current or retired employees and partners of The Capital Group Companies, Inc. and its affiliated companies, certain family members of the above persons, and trusts or plans primarily for such persons; (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 spouses, parents and/or children; (3) currently registered investment advisers ("RIAs") and assistants directly employed by such RIAs, retired RIAs with respect to accounts established while active, or full-time employees (collectively, "Eligible Persons") (and their (a) spouses or equivalents if recognized under local law, (b) parents and children, including parents and children in step and adoptive relationships, sons-in-law and daughters-in-law and (c) parents-in-law, if the Eligible Persons or the spouses, children or parents of the Eligible Persons are listed in the account registration with the parents-in-law) of RIA firms that are authorized to sell shares of the funds, plans for the RIA firms, and plans that include as participants only the Eligible Persons, their spouses, parents and/or children; (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., its affiliated companies and Washington Management Corporation; (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; International Growth and Income Fund -- Page 41 <PAGE> (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 . 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 purchases of $1 million or more, purchases by employer-sponsored defined contribution-type retirement plans investing $1 million or more or with 100 or more eligible employees, and purchases made at net asset value by certain retirement plans, endowments and foundations with assets of $50 million or more. Commissions on such investments (other than IRA rollover assets that roll over at no sales charge under the fund's IRA rollover policy as described in the prospectus) are paid to dealers at the following rates: 1.00% on amounts of less than $4 million, 0.50% on amounts of at least $4 million but less than $10 million and 0.25% on amounts of at least $10 million. Commissions are based on cumulative investments over the life of the account with no adjustment for redemptions, transfers, or market declines. For example, if a shareholder has accumulated investments in excess of $4 million (but less than $10 million) and subsequently redeems all or a portion of the account(s), purchases following the redemption will generate a dealer commission of 0.50%. International Growth and Income Fund -- Page 42 <PAGE> A dealer concession of up to 1% may be paid by the fund under its Class A plan of distribution to reimburse the Principal Underwriter in connection with dealer and wholesaler compensation paid by it with respect to investments made with no initial sales charge. SALES CHARGE REDUCTIONS AND WAIVERS REDUCING YOUR CLASS A SALES CHARGE -- As described in the prospectus, there are various ways to reduce your sales charge when purchasing Class A shares. Additional information about Class A sales charge reductions is provided below. STATEMENT OF INTENTION -- By establishing a statement of intention (the "Statement"), you enter into a nonbinding commitment to purchase shares of the American Funds (excluding money market funds) 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. The Statement period starts on the date on which your first purchase made toward satisfying the Statement is processed. The market value of your existing holdings eligible to be aggregated (see below) as of the day immediately before the start of the Statement period may be credited toward satisfying the Statement. The Statement may be revised upward at any time during the Statement period, and such a revision will be treated as a new Statement, except that the Statement period during which the purchases must be made will remain unchanged. Purchases made from the date of revision will receive the reduced sales charge, if any, resulting from the revised Statement. The Statement will be considered completed if the shareholder dies within the 13-month Statement period. Commissions to dealers will not be adjusted or paid on the difference between the Statement amount and the amount actually invested before the shareholder's death. When a shareholder elects to use a Statement, shares equal to 5% of the dollar amount specified in the Statement may be held in escrow in the shareholder's account out of the initial purchase (or subsequent purchases, if necessary) by the Transfer Agent. All dividends and any capital gain distributions on shares held in escrow will be credited to the shareholder's account in shares (or paid in cash, if requested). If the intended investment is not completed within the specified Statement period, the purchaser may be required to remit to the Principal Underwriter the difference between the sales charge actually paid and the sales charge which would have been paid if the total of such purchases had been made at a single time. Any dealers assigned to the shareholder's account at the time a purchase was made during the Statement period will receive a corresponding commission adjustment if appropriate. If the difference is not paid by the close of the Statement period, the appropriate number of shares held in escrow will be redeemed to pay such difference. If the proceeds from this redemption are inadequate, the purchaser may be liable to the Principal Underwriter for the balance still outstanding. Certain payroll deduction retirement plans purchasing Class A shares under a Statement on or before November 12, 2006, may continue to purchase Class A shares at the sales charge determined by that particular Statement until the plans' values reach the amounts International Growth and Income Fund -- Page 43 <PAGE> specified in their Statements. Upon reaching such amounts, the Statements for these plans will be deemed completed and will terminate. After such termination, these plans are eligible for additional sales charge reductions by meeting the criteria under the fund's rights of accumulation policy. In addition, if you currently have individual holdings in American Legacy variable annuity contracts or variable life insurance policies that were established on or before March 31, 2007, you may continue to apply purchases under such contracts and policies to a Statement. Shareholders purchasing shares at a reduced sales charge under a Statement indicate their acceptance of these terms and those in the prospectus with their first purchase. AGGREGATION -- Qualifying investments for aggregation include those made by you and your "immediate family" as defined in the prospectus, if all parties are purchasing shares for their own accounts and/or: . individual-type employee benefit plans, such as an IRA, individual 403(b) plan (see exception in "Purchases by certain 403(b) plans" under "Sales charges") or single-participant Keogh-type plan; . 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; International Growth and Income Fund -- Page 44 <PAGE> . 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 individually established participant accounts of a 403(b) plan that is treated similarly to an employer-sponsored plan for sales charge purposes (see "Purchases by certain 403(b) plans" under "Sales charges" above), or made for two or more such 403(b) plans that are treated similarly to employer-sponsored plans for sales charge purposes, 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. CONCURRENT PURCHASES -- As described in the prospectus, you may reduce your Class A sales charge by combining purchases of all classes of shares in the American Funds, as well as holdings in Endowments and applicable holdings in the American Funds Target Date Retirement Series. Shares of money market funds 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 funds are excluded. If you currently have individual holdings in American Legacy variable annuity contracts or variable life insurance policies that were established on or before March 31, 2007, you may continue to combine purchases made under such contracts and policies to reduce your Class A sales charge. RIGHTS OF ACCUMULATION -- Subject to the limitations described in the aggregation policy, you may take into account your accumulated holdings in all share classes of the American Funds, as well as your holdings in Endowments and applicable holdings in the American Funds Target Date Retirement Series, to determine your sales charge on investments in accounts eligible to be aggregated. Direct purchases of American Funds money market funds 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") 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 International Growth and Income Fund -- Page 45 <PAGE> decrease according to actual investments or withdrawals. You must contact your financial adviser or American Funds Service Company if you have additional information that is relevant to the calculation of the value of your holdings. When determining your American Funds Class A sales charge, if your investment is not in an employer-sponsored retirement plan, you may also continue to take into account the market value (as of the day prior to your American Funds investment) of your individual holdings in various American Legacy variable annuity contracts and variable life insurance policies that were established on or before March 31, 2007. An employer-sponsored retirement plan may also continue to take into account the market value of its investments in American Legacy Retirement Investment Plans that were established on or before March 31, 2007. You may not purchase Class B or 529-B shares if your combined American Funds and applicable American Legacy holdings cause you to be eligible to purchase Class A or 529-A shares at the $100,000 or higher sales charge discount rate. In addition, 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 postpurchase disability of a shareholder (this generally excludes accounts registered in the names of trusts and other entities). In the case of joint tenant accounts, if one joint tenant dies, a surviving joint tenant, at the time he or she notifies the Transfer Agent of the other joint tenant's death and removes the decedent's name from the account, may redeem shares from the account without incurring a CDSC. Redemptions made after the Transfer Agent is notified of the death of a joint tenant will be subject to a CDSC. In addition, a CDSC may be waived for the following types of transactions, if together they do not exceed 12% of the value of an "account" (defined below) annually (the "12% limit"): . Required minimum distributions taken from retirement accounts upon the shareholder's attainment of age 70-1/2 (required minimum distributions that continue to be taken by the beneficiary(ies) after the account owner is deceased also qualify for a waiver). . Redemptions through an automatic withdrawal plan ("AWP") (see "Automatic withdrawals" under "Shareholder account services and privileges" in this statement of additional information). For each AWP payment, assets that are not subject to a CDSC, such as appreciation on shares and shares acquired through reinvestment of dividends and/or capital gain distributions, will be redeemed first and will count toward the 12% limit. If there is an insufficient amount of assets not subject to a CDSC to cover a particular AWP payment, shares subject to the lowest CDSC will be redeemed next until the 12% limit is reached. Any dividends and/or capital gain distributions taken in cash by a shareholder who receives International Growth and Income Fund -- Page 46 <PAGE> 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: . in the case of Class A shares, your investment in Class A shares of all American Funds (investments representing direct purchases of American Funds money market funds are excluded); . in the case of Class B shares, your investment in Class B shares of the particular fund from which you are making the redemption; and . in the case of Class C shares, your investment in Class C shares of the particular fund from which you are making the redemption. CDSC waivers are allowed only in the cases listed here and in the prospectus. For example, CDSC waivers will not be allowed on redemptions of Class 529-B and 529-C shares due to termination of CollegeAmerica; a determination by the Internal Revenue Service that CollegeAmerica does not qualify as a qualified tuition program under the Code; proposal or enactment of law that eliminates or limits the tax-favored status of CollegeAmerica; or elimination of the fund by the Virginia College Savings Plan as an option for additional investment within CollegeAmerica. SELLING SHARES The methods for selling (redeeming) shares are described more fully in the prospectus. If you wish to sell your shares by contacting American Funds Service Company directly, any such request must be signed by the registered shareholders. To contact American Funds Service Company via overnight mail or courier service, see "Purchase and exchange of shares." A signature guarantee may be required for certain redemptions. In such an event, your signature may be guaranteed by a domestic stock exchange or the Financial Industry Regulatory Authority, bank, savings association or credit union that is an eligible guarantor institution. The Transfer Agent reserves the right to require a signature guarantee on any redemptions. Additional documentation may be required for sales of shares held in corporate, partnership or fiduciary accounts. You must include with your written request any shares you wish to sell that are in certificate form. If you sell Class A, B or C shares and request a specific dollar amount to be sold, we will sell sufficient shares so that the sale proceeds, after deducting any applicable CDSC, equals the dollar amount requested. Redemption proceeds will not be mailed until sufficient time has passed to provide reasonable assurance that checks or drafts (including certified or cashier's checks) for shares purchased have cleared (which may take up to 10 business days from the purchase date). Except for delays relating to clearance of checks for share purchases or in extraordinary circumstances (and as International Growth and Income Fund -- Page 47 <PAGE> 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 money market funds be wired to your bank by writing American Funds Service Company. A signature guarantee is required on all requests to wire funds. SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES The following services and privileges are generally available to all shareholders. However, certain services and privileges 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 will automatically be 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); International Growth and Income Fund -- Page 48 <PAGE> (2) if the value of the account of the fund receiving distributions is below the minimum initial investment requirement, distributions must be automatically reinvested; and (3) if you discontinue the cross-reinvestment of distributions, the value of the account of the fund receiving distributions must equal or exceed the minimum initial investment requirement. If you do not meet this requirement within 90 days of notification, the fund has the right to automatically redeem the account. AUTOMATIC EXCHANGES -- For all share classes, you may automatically exchange shares of the same class in amounts of $50 or more among any of the American Funds on any day (or preceding business day if the day falls on a nonbusiness day) of each month you designate. AUTOMATIC WITHDRAWALS -- For all share classes, except the R and 529 classes of 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. Withdrawal payments are not to be considered as dividends, yield or income. Generally, automatic investments may not be made into a shareholder account from which there are automatic withdrawals. Withdrawals of amounts exceeding reinvested dividends and distributions and increases in share value would reduce the aggregate value of the shareholder's account. The Transfer Agent arranges for the redemption by the fund of sufficient shares, deposited by the shareholder with the Transfer Agent, to provide the withdrawal payment specified. Redemption proceeds from an automatic withdrawal plan are not eligible for reinvestment without a sales charge. ACCOUNT STATEMENTS -- Your account is opened in accordance with your registration instructions. Transactions in the account, such as additional investments, will be reflected on regular confirmation statements from the Transfer Agent. Dividend and capital gain reinvestments, purchases through automatic investment plans and certain retirement plans, as well as automatic exchanges and withdrawals will be confirmed at least quarterly. AMERICAN FUNDSLINE AND AMERICANFUNDS.COM -- You may check your share balance, the price of your shares or your most recent account transaction; redeem shares (up to $75,000 per American Funds shareholder each day) from nonretirement plan accounts; or exchange shares around the clock with American FundsLine or using americanfunds.com. To use American FundsLine, call 800/325-3590 from a TouchTone(TM) telephone. Redemptions and exchanges through American FundsLine and americanfunds.com are subject to the conditions noted above and in "Telephone and Internet purchases, redemptions and exchanges" below. You will need your fund number (see the list of the American Funds under "General information -- fund numbers"), personal identification number (generally the last four digits of your Social Security number or other tax identification number associated with your account) and account number. International Growth and Income Fund -- Page 49 <PAGE> Generally, all shareholders are automatically eligible to use these services. However, if you are not currently authorized to do so, you may complete an American FundsLink Authorization Form. Once you establish this privilege, you, your financial adviser or any person with your account information may use these services. TELEPHONE AND INTERNET PURCHASES, REDEMPTIONS AND EXCHANGES -- By using the telephone (including American FundsLine) or the Internet (including americanfunds.com), or fax purchase, redemption and/or exchange options, you agree to hold the fund, the Transfer Agent, any of its affiliates or mutual funds managed by such affiliates, and each of their respective directors, trustees, officers, employees and agents harmless from any losses, expenses, costs or liabilities (including attorney fees) that may be incurred in connection with the exercise of these privileges. Generally, all shareholders are automatically eligible to use these services. However, you may elect to opt out of these services by writing the Transfer Agent (you may also reinstate them at any time by writing the Transfer Agent). If the Transfer Agent does not employ reasonable procedures to confirm that the instructions received from any person with appropriate account information are genuine, it and/or the fund may be liable for losses due to unauthorized or fraudulent instructions. In the event that shareholders are unable to reach the fund by telephone because of technical difficulties, market conditions or a natural disaster, redemption and exchange requests may be made in writing only. CHECKWRITING -- You may establish check writing privileges for Class A shares (but not Class 529-A shares) of American Funds money market funds 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 articles of incorporation permit the fund to direct the Transfer Agent to redeem the shares of any shareholder for their then current net asset value per share if at such time the shareholder of record owns shares having an aggregate net asset value of less than the minimum initial investment amount required of new shareholders as set forth in the fund's current registration statement under the 1940 Act, and subject to such further terms and conditions as the board of directors of the fund may from time to time adopt. While payment of redemptions normally will be in cash, the fund's articles of incorporation permit payment of the redemption price wholly or partly in securities or other property included in the assets belonging to the fund if, in the opinion of the fund's board of directors, conditions exist which make payment wholly in cash unwise or undesirable. SHARE CERTIFICATES -- Shares are credited to your account and certificates are not issued unless you request them by contacting the Transfer Agent. Certificates are not available for the 529 or R share classes. International Growth and Income Fund -- Page 50 <PAGE> GENERAL INFORMATION CUSTODIAN OF ASSETS -- Securities and cash owned by the fund, including proceeds from the sale of shares of the fund and of securities in the fund's portfolio, are held by JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017-2070, as Custodian. If the fund holds securities of issuers outside the U.S., the Custodian may hold these securities pursuant to subcustodial arrangements in banks outside the U.S. or branches of U.S. banks outside the U.S. TRANSFER AGENT -- American Funds Service Company, a wholly owned subsidiary of the investment adviser, maintains the records of shareholder accounts, processes purchases and redemptions of the fund's shares, acts as dividend and capital gain distribution disbursing agent, and performs other related shareholder service functions. The principal office of American Funds Service Company is located at 6455 Irvine Center Drive, Irvine, CA 92618. American Funds Service Company is also compensated for certain transfer agency services provided to all other share classes from the administrative services fees paid to Capital Research and Management Company, as described under "Administrative services agreement." In the case of certain shareholder accounts, third parties who may be unaffiliated with the investment adviser provide transfer agency and shareholder services in place of American Funds Service Company. These services are rendered under agreements with American Funds Service Company or its affiliates and the third parties receive compensation according to such agreements. Compensation for transfer agency and shareholder services, whether paid to American Funds Service Company or such third parties, is ultimately paid from fund assets and is reflected in the expenses of the fund as disclosed in the prospectus. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -- Deloitte & Touche LLP, 695 Town Center Drive, Costa Mesa, California 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 Securities and Exchange Commission. The financial statements included in this statement of additional information 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 the fund's independent registered public accounting firm is reviewed and determined annually by the board of directors. INDEPENDENT LEGAL COUNSEL -- Paul, Hastings, Janofsky & Walker LLP, 515 South Flower Street, Los Angeles, CA 90071, serves as independent legal counsel ("counsel") for the fund and for independent directors in their capacities as such. Counsel does not provide legal services to the fund's investment adviser or any of its affiliated companies or control persons. A determination with respect to the independence of the fund's counsel will be made at least annually by the independent directors of the fund, as prescribed by the 1940 Act and related rules. PROSPECTUSES, REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS -- The fund's fiscal year ends on June 30. Shareholders are provided updated prospectuses annually and at least semiannually with reports showing the fund's investment portfolio or summary investment portfolio, financial statements and other information. 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 prospectuses, International Growth and Income Fund -- Page 51 <PAGE> shareholder reports and proxy statements. To receive additional copies of a prospectus, report or proxy statement, shareholders should contact the Transfer Agent. Shareholders may also elect to receive updated prospectuses, annual reports and semi-annual reports electronically by signing up for electronic delivery on our website, americanfunds.com. Upon opting in to the electronic delivery of updated 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 prospectuses and other reports in paper form by mail. 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; and disclosure of personal securities transactions. LEGAL PROCEEDINGS -- On February 16, 2005, the NASD (now the Financial Industry Regulatory Authority, or FINRA) filed an administrative complaint against the Principal Underwriter. The complaint alleges violations of certain NASD rules by the Principal Underwriter with respect to the selection of broker-dealer firms that buy and sell securities for mutual fund investment portfolios. The complaint seeks sanctions, restitution and disgorgement. On August 30, 2006, a FINRA Hearing Panel ruled against the Principal Underwriter and imposed a $5 million fine. On April 30, 2008, FINRA's National Adjudicatory Council affirmed the decision by FINRA's Hearing Panel. The Principal Underwriter has appealed this decision to the Securities and Exchange Commission. The investment adviser and Principal Underwriter believe that the likelihood that this matter could have a material adverse effect on the fund or on the ability of the investment adviser or Principal Underwriter to perform their contracts with the fund is remote. In addition, class action lawsuits have been filed in the U.S. District Court, Central District of California, relating to this and other matters. The investment adviser believes that these suits are without merit and will defend itself vigorously. OTHER INFORMATION -- The fund reserves the right to modify the privileges described in this statement of additional information at any time. The financial statements, including the investment portfolio and the report of the fund's independent registered public accounting firm contained in the annual report, are included in this statement of additional information. The following information on fund numbers is not included in the annual report: International Growth and Income Fund -- Page 52 <PAGE> FUND NUMBERS -- Here are the fund numbers for use with our automated telephone line, American FundsLine/(R)/, 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/(R)/ . . . . . . 002 202 302 402 602 American Balanced Fund/(R)/ 011 211 311 411 611 American Mutual Fund/(R)/ . 003 203 303 403 603 Capital Income Builder/(R)/ 012 212 312 412 612 Capital World Growth and Income Fund/SM/ . . . . . . 033 233 333 433 633 EuroPacific Growth Fund/(R)/ 016 216 316 416 616 Fundamental Investors/SM/ . 010 210 310 410 610 The Growth Fund of America/(R)/. . . . . . . . 005 205 305 405 605 The Income Fund of America/(R)/. . . . . . . . 006 206 306 406 606 International Growth and Income Fund/SM/ 034 234 334 434 634 The Investment Company of America/(R)/. . . . . . . . 004 204 304 404 604 The New Economy Fund/(R)/ . 014 214 314 414 614 New Perspective Fund/(R)/ . 007 207 307 407 607 New World Fund/SM/ . . . . 036 236 336 436 636 SMALLCAP World Fund/(R)/ . 035 235 335 435 635 Washington Mutual Investors Fund/SM/ . . . . . . . . . 001 201 301 401 601 BOND FUNDS American High-Income Municipal Bond Fund/(R)/ . 040 240 340 440 640 American High-Income Trust/SM/ . . . . . . . . . 021 221 321 421 621 The Bond Fund of America/SM/ 008 208 308 408 608 Capital World Bond Fund/(R)/ 031 231 331 431 631 Intermediate Bond Fund of America/SM/ . . . . . . . . 023 223 323 423 623 Limited Term Tax-Exempt Bond Fund of America/SM/ . . . . 043 243 343 443 643 Short-Term Bond Fund of America/SM/ . . . . . . . . 048 248 348 448 648 The Tax-Exempt Bond Fund of America/(R)/. . . . . . . . 019 219 319 419 619 The Tax-Exempt Fund of California/(R)/*. . . . . . 020 220 320 420 620 The Tax-Exempt Fund of Maryland/(R)/*. . . . . . . 024 224 324 424 624 The Tax-Exempt Fund of Virginia/(R)/*. . . . . . . 025 225 325 425 625 U.S. Government Securities Fund/SM/. . . . . . . . . . 022 222 322 422 622 MONEY MARKET FUNDS The Cash Management Trust of America/(R)/. . . . . . . . 009 209 309 409 609 The Tax-Exempt Money Fund of America/SM/ . . . . . . . . 039 N/A N/A N/A N/A The U.S. Treasury Money Fund of America/SM/ . . . . . . 049 N/A N/A N/A N/A ___________ *Qualified for sale only in certain jurisdictions. International Growth and Income Fund -- Page 53 <PAGE> FUND NUMBERS ---------------------------------------------- CLASS CLASS CLASS CLASS CLASS FUND 529-A 529-B 529-C 529-E 529-F-1 ------------------------------------------------------------------------------- STOCK AND STOCK/BOND FUNDS AMCAP Fund . . . . . . . . . . 1002 1202 1302 1502 1402 American Balanced Fund . . . . 1011 1211 1311 1511 1411 American Mutual Fund . . . . . 1003 1203 1303 1503 1403 Capital Income Builder . . . . 1012 1212 1312 1512 1412 Capital World Growth and Income Fund . . . . . . . . . . . . . 1033 1233 1333 1533 1433 EuroPacific Growth Fund . . . 1016 1216 1316 1516 1416 Fundamental Investors . . . . 1010 1210 1310 1510 1410 The Growth Fund of America . . 1005 1205 1305 1505 1405 The Income Fund of America . . 1006 1206 1306 1506 1406 International Growth and Income Fund 1034 1234 1334 1534 1434 The Investment Company of America. . . . . . . . . . . . 1004 1204 1304 1504 1404 The New Economy Fund . . . . . 1014 1214 1314 1514 1414 New Perspective Fund . . . . . 1007 1207 1307 1507 1407 New World Fund . . . . . . . . 1036 1236 1336 1536 1436 SMALLCAP World Fund . . . . . 1035 1235 1335 1535 1435 Washington Mutual Investors Fund . . . . . . . . . . . . . 1001 1201 1301 1501 1401 BOND FUNDS American High-Income Trust . . 1021 1221 1321 1521 1421 The Bond Fund of America . . . 1008 1208 1308 1508 1408 Capital World Bond Fund . . . 1031 1231 1331 1531 1431 Intermediate Bond Fund of America. . . . . . . . . . . . 1023 1223 1323 1523 1423 Short-Term Bond Fund of America 1048 1248 1348 1548 1448 U.S. Government Securities Fund 1022 1222 1322 1522 1422 MONEY MARKET FUND The Cash Management Trust of America. . . . . . . . . . . . 1009 1209 1309 1509 1409 FUND NUMBERS ---------------------------------------- CLASS CLASS CLASS CLASS CLASS FUND R-1 R-2 R-3 R-4 R-5 ------------------------------------------------------------------------------- STOCK AND STOCK/BOND FUNDS AMCAP Fund . . . . . . . . . . . . . 2102 2202 2302 2402 2502 American Balanced Fund . . . . . . . 2111 2211 2311 2411 2511 American Mutual Fund . . . . . . . . 2103 2203 2303 2403 2503 Capital Income Builder . . . . . . . 2112 2212 2312 2412 2512 Capital World Growth and Income Fund 2133 2233 2333 2433 2533 EuroPacific Growth Fund . . . . . . 2116 2216 2316 2416 2516 Fundamental Investors . . . . . . . 2110 2210 2310 2410 2510 The Growth Fund of America . . . . . 2105 2205 2305 2405 2505 The Income Fund of America . . . . . 2106 2206 2306 2406 2506 International Growth and Income Fund 2134 2234 2334 2434 2534 The Investment Company of America . 2104 2204 2304 2404 2504 The New Economy Fund . . . . . . . . 2114 2214 2314 2414 2514 New Perspective Fund . . . . . . . . 2107 2207 2307 2407 2507 New World Fund . . . . . . . . . . . 2136 2236 2336 2436 2536 SMALLCAP World Fund . . . . . . . . 2135 2235 2335 2435 2535 Washington Mutual Investors Fund . . 2101 2201 2301 2401 2501 BOND FUNDS American High-Income Municipal Bond Fund . . . . . . . . . . . . . . . . N/A N/A N/A N/A 2540 American High-Income Trust . . . . . 2121 2221 2321 2421 2521 The Bond Fund of America . . . . . . 2108 2208 2308 2408 2508 Capital World Bond Fund . . . . . . 2131 2231 2331 2431 2531 Intermediate Bond Fund of America . 2123 2223 2323 2423 2523 Limited Term Tax-Exempt Bond Fund of America. . . . . . . . . . . . . . . N/A N/A N/A N/A 2543 Short-Term Bond Fund of America. . . 2148 2248 2348 2448 2548 The Tax-Exempt Bond Fund of America N/A N/A N/A N/A 2519 The Tax-Exempt Fund of California* . N/A N/A N/A N/A 2520 The Tax-Exempt Fund of Maryland* . . N/A N/A N/A N/A 2524 The Tax-Exempt Fund of Virginia* . . N/A N/A N/A N/A 2525 U.S. Government Securities Fund . . 2122 2222 2322 2422 2522 MONEY MARKET FUNDS The Cash Management Trust of America 2109 2209 2309 2409 2509 The Tax-Exempt Money Fund of America N/A N/A N/A N/A 2539 The U.S. Treasury Money Fund of America . . . . . . . . . . . . . . 2149 2249 2349 2449 2549 ___________ *Qualified for sale only in certain jurisdictions. International Growth and Income Fund -- Page 54 <PAGE> FUND NUMBERS -------------------------------------------- CLASS CLASS CLASS CLASS CLASS FUND CLASS A R-1 R-2 R-3 R-4 R-5 ------------------------------------------------------------------------------- AMERICAN FUNDS TARGET DATE RETIREMENT SERIES/(R)/ American Funds 2050 Target Date Retirement Fund/(R)/ . . . . . . 069 2169 2269 2369 2469 2569 American Funds 2045 Target Date Retirement Fund/(R)/ . . . . . . 068 2168 2268 2368 2468 2568 American Funds 2040 Target Date Retirement Fund/(R)/ . . . . . . 067 2167 2267 2367 2467 2567 American Funds 2035 Target Date Retirement Fund/(R)/ . . . . . . 066 2166 2266 2366 2466 2566 American Funds 2030 Target Date Retirement Fund/(R)/ . . . . . . 065 2165 2265 2365 2465 2565 American Funds 2025 Target Date Retirement Fund/(R)/ . . . . . . 064 2164 2264 2364 2464 2564 American Funds 2020 Target Date Retirement Fund/(R)/ . . . . . . 063 2163 2263 2363 2463 2563 American Funds 2015 Target Date Retirement Fund/(R)/ . . . . . . 062 2162 2262 2362 2462 2562 American Funds 2010 Target Date Retirement Fund/(R)/ . . . . . . 061 2161 2261 2361 2461 2561 International Growth and Income Fund -- Page 55 <PAGE> APPENDIX The following descriptions of debt security ratings are based on information provided by Moody's Investors Service and Standard & Poor's Corporation. DESCRIPTION OF BOND RATINGS MOODY'S LONG-TERM RATING DEFINITIONS Aaa Obligations rated Aaa are judged to be of the highest quality, with minimal 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 subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics. Ba Obligations rated Ba are judged to have speculative elements 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 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 class of bonds 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. International Growth and Income Fund -- Page 56 <PAGE> 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 in 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. International Growth and Income Fund -- Page 57 <PAGE> C The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action has been taken, but payments on this obligation are being continued. D An obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized. 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. 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 58 <PAGE> [logo - American Funds /(R)/] The right choice for the long term/(R)/ International Growth and Income Fund/SM/ RETIREMENT PLAN PROSPECTUS October , 2008 TABLE OF CONTENTS x Risk/Return summary x Fees and expenses of the fund x Investment objective, strategies and risks x Management and organization x Purchase, exchange and sale of shares x Sales charges x Sales charge reductions x Rollovers from retirement plans to IRAs x Plans of distribution x Other compensation to dealers x Distributions and taxes THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF THESE SECURITIES. FURTHER, IT HAS NOT DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. <PAGE> [This page intentionally left blank for this filing] <PAGE> Risk/Return summary The fund seeks to make your investment grow over time and provide you with current income by investing primarily in stocks of larger, well-established companies domiciled outside of the United States, including developing countries. 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 primarily listed on exchanges outside the United States. The fund is designed for investors seeking both capital appreciation and income. In pursuing its objective, the fund will focus on stocks of companies with strong earnings that pay dividends. We believe that these stocks will be more resistant to market declines than stocks of companies that do not pay dividends. The fund may also hold cash and money market instruments. Your investment in the fund is subject to various risks. Consequently, the fund's income may decline and/or the value of its portfolio holdings may lose value. Declines in dividends paid to the fund and in the value of certain stocks held by the fund could be in response to economic, political and/or social events taking place around the world. For example, increases in the prices of basic commodities, such as oil and grains, can negatively impact the value of certain companies. Further, changes in relationships among global currencies may trigger declines in the value of the fund's income and/or holdings. Investing in securities issued by entities based outside of the United States may also be affected by currency controls, different accounting and legal standards, expropriation, tax policies, greater market volatility and various administrative difficulties. These risks may be heightened in connection with investments in developing countries. Finally, the fund's investment results will depend on the ability of the fund's investment adviser to navigate these risks. Your investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person. YOU MAY LOSE MONEY BY INVESTING IN THE FUND. THE LIKELIHOOD OF LOSS MAY BE GREATER IF YOU INVEST FOR A SHORTER PERIOD OF TIME. 1 International Growth and Income Fund / Prospectus <PAGE> Fees and expenses of the fund These tables describe the fees and expenses that you may pay if you buy and hold shares of the fund. SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT) CLASS A ALL R SHARE CLASSES ------------------------------------------------------------------------------ Maximum initial sales charge on purchases 5.75%/*/ none (as a percentage of offering price) ------------------------------------------------------------------------------ Maximum sales charge on reinvested dividends none none ------------------------------------------------------------------------------ Maximum contingent deferred sales charge none none ------------------------------------------------------------------------------ Redemption or exchange fees none none * The initial sales charge is reduced for purchases of $25,000 or more and eliminated for purchases of $1 million or more. ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)/1/ CLASS CLASS CLASS CLASS CLASS CLASS A R-1 R-2 R-3 R-4 R-5 ------------------------------------------------------------------------------- Management fees/2/ 0.69% 0.69% 0.69% 0.69% 0.69% 0.69% ------------------------------------------------------------------------------- Distribution and/or service 0.30 1.00 0.75 0.50 0.25 none (12b-1) fees/3/ ------------------------------------------------------------------------------- Other expenses/2/ 0.51 0.60 0.87 0.61 0.68 0.48 ------------------------------------------------------------------------------- Total annual fund operating 1.50 2.29 2.31 1.80 1.62 1.17 expenses/2/ ------------------------------------------------------------------------------- 1 Based on estimated amounts for the current fiscal year. 2 The fund's investment adviser is currently waiving 10% of its management fee. The waiver may be discontinued at any time, in consultation with the fund's board, but it is expected to continue at this level until further review. The fund's investment adviser and board intend to review the waiver as circumstances warrant. Additionally, the fund's investment adviser is reimbursing the fund for a portion of other expenses. Such reimbursements may be reduced or discontinued at any time as determined by the investment adviser. Management fees, other expenses and total annual fund operating expenses in the table do no reflect any waiver or reimbursements. 3 Class A, R-1, R-2, R-3 and R-4 12b-1 fees may not exceed .30%, 1.00%, 1.00%, .75% and .50%, respectively, of the class's average net assets annually. 2 International Growth and Income Fund / Prospectus <PAGE> OTHER EXPENSES The "Other expenses" items in the table above include custodial, legal, transfer agent and subtransfer agent/recordkeeping payments, as well as various other expenses. Subtransfer agent/recordkeeping payments may be made to the fund's investment adviser, affiliates of the adviser and unaffiliated third parties for providing recordkeeping and other administrative services to retirement plans invested in the fund in lieu of the transfer agent providing such services. The amount paid for subtransfer agent/recordkeeping services will vary depending on the share class selected and the entity receiving the payments. The table below shows the maximum payments to entities providing services to retirement plans. PAYMENTS TO AFFILIATED ENTITIES PAYMENTS TO UNAFFILIATED ENTITIES ------------------------------------------------------------------------------- Class A .05% of assets or .05% of assets or $12 per participant position/1/ $12 per participant position/1/ ------------------------------------------------------------------------------- Class R-1 .10% of assets .10% of assets ------------------------------------------------------------------------------- Class R-2 .15% of assets plus $27 per .25% of assets participant position/2/ or .35% of assets/3/ ------------------------------------------------------------------------------- Class R-3 .10% of assets plus $12 per .15% of assets participant position/2/ or .19% of assets/3/ Class R-4 .10% of assets .10% of assets ------------------------------------------------------------------------------- Class R-5 .05% of assets .05% of assets ------------------------------------------------------------------------------- 1 Payment amount depends on the date upon which services commenced. 2 Payment with respect to Recordkeeper Direct/(R)/ program. 3 Payment with respect to PlanPremier/(R)/ program. EXAMPLES The examples below are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that you invest $10,000 in the fund for the time periods indicated, that your investment has a 5% return each year, that all dividends and capital gain distributions are reinvested, and that the fund's operating expenses remain the same as shown above. The examples do not reflect the impact of any fee waivers or expense reimbursements. Although your actual costs may be higher or lower, based on these assumptions, your cumulative estimated expenses would be: 1 YEAR 3 YEARS ---------------------------------------------------------- Class A/*/ $719 $1,022 ---------------------------------------------------------- Class R-1 232 715 ---------------------------------------------------------- Class R-2 234 721 ---------------------------------------------------------- Class R-3 183 566 ---------------------------------------------------------- Class R-4 165 511 ---------------------------------------------------------- Class R-5 119 372 ---------------------------------------------------------- * Reflects the maximum initial sales charge. 3 International Growth and Income Fund / Prospectus <PAGE> Investment objective, strategies and risks The fund's investment objective is to provide you with long-term growth of capital while providing current income. The fund will pursue this objective by investing primarily in securities of issuers domiciled outside of the United States. The prices of, and the income generated by, securities held by the fund may decline in response to certain events, including those directly involving the companies whose securities are owned by the fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations. Investments in securities issued by entities based outside the United States may also be affected by currency controls; different accounting, auditing, financial reporting, and legal standards and practices in some countries; expropriation; changes in tax policy; greater market volatility; differing 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. These risks may be heightened in connection with investments in developing countries. The fund may also hold cash or money market instruments. 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. A larger percentage of such holdings could limit the fund's ability to achieve its investment objective in a period of rising market prices. A larger percentage of cash or money market instruments 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 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 above-average, 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. 4 International Growth and Income Fund / Prospectus <PAGE> Management and organization INVESTMENT ADVISER Capital Research and Management Company, an experienced investment management organization founded in 1931, serves as investment adviser to the fund and other funds, including the American Funds. Capital Research and Management Company is a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at 333 South Hope Street, Los Angeles, California 90071, and 6455 Irvine Center Drive, Irvine, California 92618. Capital Research and Management Company manages the investment portfolio 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." A more detailed description of the investment advisory and service agreement between the fund and the investment adviser is included in the fund's statement of additional information. Capital Research and Management Company manages equity assets through two investment divisions, Capital World Investors and Capital Research Global Investors, and manages fixed-income assets through its Fixed Income division. Capital World Investors and Capital Research Global Investors make investment decisions on an independent basis. EXECUTION OF PORTFOLIO TRANSACTIONS The investment adviser places orders with broker-dealers for the fund's portfolio transactions. In selecting broker-dealers, the investment adviser strives to obtain "best execution" (the most favorable total price reasonably attainable under the circumstances) for the fund's portfolio transactions, taking into account a variety of factors. Subject to best execution, the investment adviser may consider investment research and/or brokerage services provided to the adviser in placing orders for the fund's portfolio transactions. The investment adviser may place orders for the fund's portfolio transactions with broker-dealers who have sold shares of funds managed by the investment adviser or its affiliated companies; however, it does not give consideration to whether a broker-dealer has sold shares of the funds managed by the investment adviser or its affiliated companies when placing any such orders for the fund's portfolio transactions. A more detailed description of the investment adviser's policies is included in the fund's statement of additional information. 5 International Growth and Income Fund / Prospectus <PAGE> PORTFOLIO HOLDINGS Portfolio holdings information for the fund is available on the American Funds website at americanfunds.com. To reach this information, access the lower portion of the fund's details page on the website. A list of the fund's top 10 equity holdings, updated as of each month-end, is generally posted to this page within 14 days after the end of the applicable month. A link to the fund's complete list of publicly disclosed portfolio holdings, updated as of each calendar quarter-end, is generally posted to this page within 45 days after the end of the applicable quarter. Both lists remain available on the website until new information for the next month or quarter is posted. Portfolio holdings information for the fund is also contained in reports filed with the Securities and Exchange Commission. A description of the fund's policies and procedures regarding disclosure of information about its portfolio holdings is available in the statement of additional information. MULTIPLE PORTFOLIO COUNSELOR SYSTEM Capital Research and Management Company uses a system of multiple portfolio counselors in managing mutual fund assets. Under this approach, the portfolio of a fund is divided into segments managed by individual counselors who decide how their respective segments will be invested. In addition, Capital Research and Management Company's investment analysts may make investment decisions with respect to a portion of a fund's portfolio. Investment decisions are subject to a fund's objective(s), policies and restrictions and the oversight of the appropriate investment-related committees of Capital Research and Management Company and its investment divisions. 6 International Growth and Income Fund / Prospectus <PAGE> The primary individual portfolio counselors for International Growth and Income Fund are: PRIMARY TITLE WITH PORTFOLIO PORTFOLIO INVESTMENT ADVISER COUNSELOR'S PORTFOLIO COUNSELOR/ COUNSELOR (OR AFFILIATE) ROLE IN FUND TITLE EXPERIENCE AND INVESTMENT MANAGEMENT (IF APPLICABLE) IN THIS FUND EXPERIENCE OF THE FUND ------------------------------------------------------------------------------------------------- STEVEN T. WATSON Less than 1 year Senior Vice President - Serves as an equity Vice Chairman of the (since the fund's Capital World Investors (a portfolio counselor Board inception) division of Capital Research and Management Company) Investment professional for 21 years in total; 19 years with Capital Research and Management Company or affiliate ------------------------------------------------------------------------------------------------- CARL M. KAWAJA Less than 1 year Senior Vice President - Serves as an equity President (since the fund's Capital World Investors (a portfolio counselor inception) division of Capital Research and Management Company) Investment professional for 21 years in total; 17 years with Capital Research and Management Company or affiliate ------------------------------------------------------------------------------------------------- ANDREW B. SUZMAN Less than 1 year Senior Vice President - Serves as an equity Senior Vice President (since the fund's Capital World Investors (a portfolio counselor inception) division of Capital Research and Managment Company) Investment professional for 15 years in total; all with Capital Research and Management Company or affiliate ------------------------------------------------------------------------------------------------- Information regarding the portfolio counselors' compensation, their ownership of securities in the fund and other accounts they manage can be found in the statement of additional information. CERTAIN PRIVILEGES AND/OR SERVICES DESCRIBED ON THE FOLLOWING PAGES OF THIS PROSPECTUS AND IN THE STATEMENT OF ADDITIONAL INFORMATION MAY NOT BE AVAILABLE TO YOU DEPENDING ON YOUR INVESTMENT DEALER OR RETIREMENT PLAN RECORDKEEPER. PLEASE SEE YOUR FINANCIAL ADVISER, INVESTMENT DEALER OR PLAN RECORDKEEPER FOR MORE INFORMATION. 7 International Growth and Income Fund / Prospectus <PAGE> Purchase, exchange and sale of shares AMERICAN FUNDS SERVICE COMPANY, THE FUND'S TRANSFER AGENT, ON BEHALF OF THE FUND AND AMERICAN FUNDS DISTRIBUTORS,/(R)/ THE FUND'S DISTRIBUTOR, IS REQUIRED BY LAW TO OBTAIN CERTAIN PERSONAL INFORMATION FROM YOU OR ANY OTHER PERSON(S) ACTING ON YOUR BEHALF IN ORDER TO VERIFY YOUR OR SUCH PERSON'S IDENTITY. IF YOU DO NOT PROVIDE THE INFORMATION, THE TRANSFER AGENT MAY NOT BE ABLE TO OPEN YOUR ACCOUNT. IF THE TRANSFER AGENT IS UNABLE TO VERIFY YOUR IDENTITY OR THAT OF ANY OTHER PERSON(S) AUTHORIZED TO ACT ON YOUR BEHALF, OR BELIEVES IT HAS IDENTIFIED POTENTIALLY CRIMINAL ACTIVITY, THE FUND AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO CLOSE YOUR ACCOUNT OR TAKE SUCH OTHER ACTION THEY DEEM REASONABLE OR REQUIRED BY LAW. PURCHASES AND EXCHANGES Eligible retirement plans generally may open an account and purchase Class A or R shares by contacting any investment dealer (who may impose transaction charges in addition to those described in this prospectus) authorized to sell the fund's shares. Some or all R share classes may not be available through certain investment dealers. Additional shares may be purchased through a plan's administrator or recordkeeper. Class A shares are generally not available for retirement plans using the PlanPremier or Recordkeeper Direct recordkeeping programs. Class R shares generally are available only to 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit-sharing and money purchase pension plans, defined benefit plans and nonqualified deferred compensation plans. Class R shares also are generally available only to retirement plans where plan level or omnibus accounts are held on the books of the fund. Class R-5 shares generally are available only to retirement plans with $1 million or more in plan assets. In addition, Class R-5 shares are available for investment by American Funds Target Date Retirement Series/(R)/ and other registered investment companies approved by the fund. Class R shares generally are not available to retail nonretirement accounts, traditional and Roth individual retirement accounts (IRAs), Coverdell Education Savings Accounts, SEPs, SARSEPs, SIMPLE IRAs, individual 403(b) plans and 529 college savings plans. Shares of the fund offered through this prospectus generally may be exchanged into shares of the same class of other American Funds. Exchanges of Class A shares from American Funds money market funds purchased without a sales charge generally will be subject to the appropriate sales charge. FREQUENT TRADING OF FUND SHARES The fund and American Funds Distributors reserve the right to reject any purchase order for any reason. The fund is not designed to serve as a vehicle for frequent trading. Frequent trading of fund shares may lead to increased costs to the fund and less efficient management of the fund's portfolio, potentially resulting in dilution of the value of the shares held by long-term shareholders. Accordingly, purchases, including those that are part of 8 International Growth and Income Fund / Prospectus <PAGE> 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 directors has adopted a "purchase blocking policy" under which any shareholder redeeming shares (including redemptions that are part of an exchange transaction) having a value of $5,000 or more from the fund will be precluded from investing in the fund (including investments that are part of an exchange transaction) for 30 calendar days after the redemption transaction. Under the fund's purchase blocking policy, certain purchases will not be prevented and certain redemptions will not trigger a purchase block, such as: systematic redemptions and purchases where the entity maintaining the shareholder account is able to identify the transaction as a systematic redemption or purchase; purchases and redemptions of shares having a value of less than $5,000; transactions in Class 529 shares; purchases and redemptions resulting from reallocations by American Funds Target Date Retirement Series/(R)/; retirement plan contributions, loans and distributions (including hardship withdrawals) identified as such on the retirement plan recordkeeper's system; and purchase transactions involving transfers of assets, rollovers, Roth IRA conversions and IRA recharacterizations, where the entity maintaining the shareholder account is able to identify the transaction as one of these types of transactions. 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 9 International Growth and Income Fund / Prospectus <PAGE> the fund. You should refer to disclosures provided by the intermediaries with which you have an account to determine the specific trading restrictions that apply to you. If American Funds Service Company identifies any activity that may constitute frequent trading, it reserves the right to contact the intermediary and request that the intermediary either provide information regarding an account owner's transactions or restrict the account owner's trading. If American Funds Service Company is not satisfied that the intermediary has taken appropriate action, American Funds Service Company may terminate the intermediary's ability to transact in fund shares. There is no guarantee that all instances of frequent trading in fund shares will be prevented. NOTWITHSTANDING THE FUND'S SURVEILLANCE PROCEDURES AND PURCHASE BLOCKING POLICY, ALL TRANSACTIONS IN FUND SHARES REMAIN SUBJECT TO THE FUND'S AND AMERICAN FUNDS DISTRIBUTORS' RIGHT 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. SALES Please contact your plan administrator or recordkeeper in order to sell shares from your retirement plan. If you notify American Funds Service Company, you may reinvest proceeds from a redemption, dividend payment or capital gain distribution without a sales charge in the same fund or other American Funds provided the reinvestment occurs within 90 days after the date of the redemption or distribution and is made into the same account from which you redeemed the shares or received the distribution. If the account has been closed, reinvestment can be made without a sales charge if the new receiving account has the same registration as the closed account. Proceeds will be reinvested in the same share class from which the original redemption or distribution was made. Redemption proceeds of Class A shares representing direct purchases in American Funds money market funds that are reinvested in non-money market 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 and accepted by American Funds Service Company. 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." This paragraph does not apply to certain rollover investments as described under "Rollovers from retirement plans to IRAs." 10 International Growth and Income Fund / Prospectus <PAGE> VALUING SHARES The net asset value of each share class of the fund is the value of a single share. The fund calculates the net asset value each day the New York Stock Exchange is open for trading as of approximately 4 p.m. New York time, the normal close of regular trading. 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 principally trade 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 will reduce, if not eliminate, potential arbitrage opportunities otherwise available to short-term investors. Because the fund may hold securities that are primarily listed on foreign exchanges that trade on weekends or days when the fund does not price its shares, the value 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 and accepts your request. MOVING BETWEEN SHARE CLASSES AND ACCOUNTS Please see the statement of additional information for details and limitations on moving investments in certain share classes to different share classes, and on moving investments held in certain accounts to different accounts. 11 International Growth and Income Fund / Prospectus <PAGE> 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: DEALER NET COMMISSION OFFERING AMOUNT AS A PERCENTAGE INVESTMENT PRICE INVESTED 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 none none see below investments described 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. 12 International Growth and Income Fund / Prospectus <PAGE> CLASS A PURCHASES NOT SUBJECT TO SALES CHARGES The following investments are not subject to any initial or contingent deferred sales charge if American Funds Service Company is properly notified of the nature of the investment: . investments made by accounts that are part of certain qualified fee-based programs and that purchased Class A shares before the discontinuation of your investment dealer's load-waived Class A share program with the American Funds; and . certain rollover investments from retirement plans to IRAs (see "Rollovers from retirement plans to IRAs" in this prospectus for more information). The distributor may pay dealers up to 1% on investments made in Class A shares with no initial sales charge. The fund may reimburse the distributor for these payments through its plans of distribution (see "Plans of distribution" in this prospectus). Certain other investors may qualify to purchase shares without a sales charge, such as employees of investment dealers and registered investment advisers authorized to sell American Funds, and employees of The Capital Group Companies. Please see the statement of additional information for more information. EMPLOYER-SPONSORED RETIREMENT PLANS Employer-sponsored retirement plans that are eligible to purchase Class R shares may instead purchase Class A shares and pay the applicable Class A sales charge, provided their recordkeepers can properly apply a sales charge on plan investments. These plans are not eligible to make initial purchases of $1 million or more in Class A shares and thereby invest in Class A shares without a sales charge, nor are they eligible to establish a statement of intention that qualifies them to purchase Class A shares without a sales charge. More information about statements of intention can be found under "Sales charge reductions" in this prospectus. Plans investing in Class A shares with a sales charge may purchase additional Class A shares in accordance with the sales charge table above. Employer-sponsored retirement plans that invested in Class A shares without any sales charge on or before March 31, 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. CLASS R SHARES Class R shares are sold without any initial or contingent deferred sales charge. The distributor will pay dealers annually an asset-based compensation of up to 1.00% for sales of Class R-1 shares, up to .75% for Class R-2 shares, up to .50% for Class R-3 shares and up to .25% for Class R-4 shares. No dealer compensation is paid on sales of Class R-5 shares. The fund may reimburse the distributor for these payments through its plans of distribution (see "Plans of distribution" in this prospectus). 13 International Growth and Income Fund / Prospectus <PAGE> Sales charge reductions TO RECEIVE A REDUCTION IN YOUR CLASS A INITIAL SALES CHARGE, YOU MUST LET YOUR FINANCIAL ADVISER OR AMERICAN FUNDS SERVICE COMPANY KNOW AT THE TIME YOU PURCHASE SHARES THAT YOU QUALIFY FOR SUCH A REDUCTION. IF YOU DO NOT LET YOUR ADVISER OR AMERICAN FUNDS SERVICE COMPANY KNOW THAT YOU ARE ELIGIBLE FOR A REDUCTION, YOU MAY NOT RECEIVE A SALES CHARGE DISCOUNT TO WHICH YOU ARE OTHERWISE ENTITLED. In order to determine your eligibility to receive a sales charge discount, it may be necessary for you to provide your adviser or American Funds Service Company with information and records (including account statements) of all relevant accounts invested in the American Funds. IN ADDITION TO THE INFORMATION IN THIS PROSPECTUS, YOU MAY OBTAIN MORE INFORMATION ABOUT SHARE CLASSES, SALES CHARGES AND SALES CHARGE REDUCTIONS THROUGH A LINK ON THE HOME PAGE OF THE AMERICAN FUNDS WEBSITE AT AMERICANFUNDS.COM, FROM THE STATEMENT OF ADDITIONAL INFORMATION OR FROM YOUR FINANCIAL ADVISER. REDUCING YOUR CLASS A INITIAL SALES CHARGE Consistent with the policies described in this prospectus, two or more retirement plans of an employer or employer's affiliates may combine all of their American Funds investments to reduce their Class A sales charge. Certain investments in the American Funds Target Date Retirement Series may also be combined for this purpose. Please see the American Funds Target Date Retirement Series prospectus for further information. However, for this purpose, investments representing direct purchases of American Funds money market funds are excluded. Following are different ways that you may qualify for a reduced Class A sales charge: CONCURRENT PURCHASES Simultaneous purchases of any class of shares of two or more American Funds (excluding American Funds money market funds) may be combined to qualify for a reduced Class A sales charge. RIGHTS OF ACCUMULATION You may take into account your accumulated holdings in all share classes of the American Funds (excluding American Funds money market funds) to determine the initial sales charge you pay on each purchase of Class A shares. Subject to your investment dealer's or recordkeeper's capabilities, your accumulated holdings will be calculated as the higher of (a) the current value of your existing holdings or (b) the amount you invested (excluding capital appreciation) less any withdrawals. Please see the statement of additional information for details. You should retain any records necessary to substantiate the historical amounts you have invested. 14 International Growth and Income Fund / Prospectus <PAGE> 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 funds) 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. The market value of your existing holdings eligible to be aggregated as of the day immediately before the start of the statement period may be credited toward satisfying the statement. A portion of your account may be held in escrow to cover additional Class A sales charges that may be due if your total purchases over the statement period do not qualify you for the applicable sales charge reduction. Employer-sponsored retirement plans may be restricted from establishing statements of intention. See "Sales charges" in this prospectus for more information. RIGHT OF REINVESTMENT Please see the "Sales" section of "Purchase, exchange and sale of shares" in this prospectus for information on how to reinvest proceeds from a redemption, dividend payment or capital gain distribution without a sales charge. 15 International Growth and Income Fund / Prospectus <PAGE> Rollovers from retirement plans to IRAs Assets from retirement plans may be invested in Class A, B, C or F shares through an IRA rollover. Rollovers invested in Class A shares from retirement plans will be subject to applicable sales charges. The following rollovers to Class A shares will be made without a sales charge: . rollovers to IRAs from 403(b) plans with Capital Bank and Trust Company as custodian; and . rollovers to IRAs that are attributable to American Funds investments, if they meet the following requirements: -- the assets being rolled over were invested in American Funds at the time of distribution; and -- the rolled over assets are contributed to an American Funds IRA with Capital Bank and Trust Company as custodian. IRA rollover assets that roll over without a sales charge as described above will not be subject to a contingent deferred sales charge and investment dealers will be compensated solely with an annual service fee that begins to accrue immediately. IRA rollover assets invested in Class A shares that are not attributable to American Funds investments, as well as future contributions to the IRA, will be subject to sales charges and the terms and conditions generally applicable to Class A share investments as described in the prospectus and statement of additional information. Plans of distribution The fund has plans of distribution or "12b-1 plans" under which it may finance activities primarily intended to sell shares, provided the categories of expenses are approved in advance by the fund's board of directors. The plans provide for payments, based on annualized percentages of average daily net assets, of up to .30% for Class A shares, up to 1.00% for Class R-1 and R-2 shares, up to .75% for Class R-3 shares and up to .50% for Class R-4 shares. For all share classes indicated above, up to .25% of these expenses may be used to pay service fees to qualified dealers for providing certain shareholder services. The amount remaining for each share class may be used for distribution expenses. The 12b-1 fees paid by the fund, as a percentage of average net assets, for the previous fiscal year are indicated in the Annual Fund Operating Expenses table under "Fees and expenses of the fund." Since these fees are paid out of the fund's assets or income on an ongoing basis, over time they will increase the cost and reduce the return of your investment. 16 International Growth and Income Fund / Prospectus <PAGE> Other compensation to dealers American Funds Distributors, at its expense, currently provides additional compensation to investment dealers. These payments may be made, at the discretion of American Funds Distributors, to the top 75 dealers (or their affiliates) that have sold shares of the American Funds. The level of payments made to a qualifying firm in any given year will vary and in no case would exceed the sum of (a) .10% of the previous year's American Funds sales by that dealer and (b) .02% of American Funds assets attributable to that dealer. For calendar year 2007, aggregate payments made by American Funds Distributors to dealers were less than .02% of the assets of the American Funds. Aggregate payments may also change from year to year. A number of factors will be considered in determining payments, including the qualifying dealer's sales, assets and redemption rates, and the quality of the dealer's relationship with American Funds Distributors. American Funds Distributors makes these payments to help defray the costs incurred by qualifying dealers in connection with efforts to educate financial advisers about the American Funds so that they can make recommendations and provide services that are suitable and meet shareholder needs. American Funds Distributors will, on an annual basis, determine the advisability of continuing these payments. American Funds Distributors may also pay expenses associated with meetings conducted by dealers outside the top 75 firms to facilitate educating financial advisers and shareholders about the American Funds. If investment advisers, distributors or other affiliates of mutual funds pay additional compensation or other incentives in differing amounts, dealer firms and their advisers may have financial incentives for recommending a particular mutual fund over other mutual funds. You should consult with your financial adviser and review carefully any disclosure by your financial adviser's firm as to compensation received. 17 International Growth and Income Fund / Prospectus <PAGE> 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. All dividends and capital gain distributions paid to retirement plan shareholders will be automatically reinvested. TAXES ON DIVIDENDS AND DISTRIBUTIONS Dividends and capital gains distributed by the fund to tax-deferred retirement plan accounts are not taxable currently. TAXES ON TRANSACTIONS Exchanges within a tax-deferred retirement plan account will not result in a capital gain or loss for federal or state income tax purposes. With limited exceptions, distributions from a retirement plan account are taxable as ordinary income. PLEASE SEE YOUR TAX ADVISER FOR MORE INFORMATION. 18 International Growth and Income Fund / Prospectus <PAGE> NOTES 19 International Growth and Income Fund / Prospectus <PAGE> [logo - American Funds /(R)/] The right choice for the long term/(R)/ FOR SHAREHOLDER SERVICES American Funds Service Company 800/421-0180 FOR RETIREMENT PLAN SERVICES Call your employer or plan administrator FOR ADVISER MARKETING American Funds Distributors 800/421-9900 americanfunds.com FOR 24-HOUR INFORMATION For Class R share information, visit AmericanFundsRetirement.com Telephone calls you have with the American Funds organization may be monitored or recorded for quality assurance, verification and/or recordkeeping purposes. By speaking with us on the telephone, you are giving your consent to such monitoring and recording. ----------------------------------------------------------------------------------- MULTIPLE TRANSLATIONS This prospectus may be translated into other languages. If there is any inconsistency or ambiguity in the meaning of any translated word or phrase, the English text will prevail. ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS The shareholder reports contain additional information about the fund, including financial statements, investment results, portfolio holdings, a discussion of market conditions and the fund's investment strategies and the independent registered public accounting firm's report (in the annual report). STATEMENT OF ADDITIONAL INFORMATION (SAI) AND CODES OF ETHICS The current SAI, as amended from time to time, contains more detailed information about the fund, including the fund's financial statements, and is incorporated by reference into this prospectus. This means that the current SAI, for legal purposes, is part of this prospectus. The codes of ethics describe the personal investing policies adopted by the fund, the fund's investment adviser and its affiliated companies. The codes of ethics and current SAI are on file with the Securities and Exchange Commission (SEC). These and other related materials about the fund are available for review or to be copied at the SEC's Public Reference Room in Washington, DC (202/551-8090) or on the EDGAR database on the SEC's website at sec.gov or, after payment of a duplicating fee, via e-mail request to publicinfo@sec.gov or by writing to the SEC's Public Reference Section, 100 F Street, NE, Washington, DC 20549-0102. The codes of ethics, current SAI and shareholder reports are also available, free of charge, on americanfunds.com. E-DELIVERY AND HOUSEHOLD MAILINGS Each year you are automatically sent an updated prospectus and annual and semi-annual reports for the fund. You may also occasionally receive proxy statements for the fund. In order to reduce the volume of mail you receive, when possible, only one copy of these documents will be sent to shareholders who are part of the same family and share the same household address. You may elect to receive these documents electronically in lieu of paper form by enrolling in e-delivery on our website, americanfunds.com. If you would like to opt out of household-based mailings or receive a complimentary copy of the current SAI, codes of ethics or annual/semi-annual report to shareholders, please call American Funds Service Company at 800/421-0180 or write to the secretary of the fund at P.O. Box 7650, San Francisco, California 94120. SECURITIES INVESTOR PROTECTION CORPORATION (SIPC) Shareholders may obtain information about SIPC on its website at sipc.org or by calling 202/371-8300. Investment Company File No. 811-22215 RPGEPR-934-1008P Litho in USA CGD/RRD/9971 ----------------------------------------------------------------------------------------------------------------------------- THE CAPITAL GROUP COMPANIES American Funds Capital Research and Management Capital International Capital Guardian Capital Bank and Trust THE FUND PROVIDES SPANISH TRANSLATION IN CONNECTION WITH THE PUBLIC OFFERING AND SALE OF ITS SHARES. THE FOLLOWING IS A FAIR AND ACCURATE ENGLISH TRANSLATION OF A SPANISH LANGUAGE PROSPECTUS FOR THE FUND. /s/ PATRICK F. QUAN PATRICK F. QUAN SECRETARY <PAGE> [logo - American Funds /(R)/] The right choice for the long term/(R)/ International Growth and Income Fund/SM/ RETIREMENT PLAN PROSPECTUS October , 2008 TABLE OF CONTENTS x Risk/Return summary x Fees and expenses of the fund x Investment objective, strategies and risks x Management and organization x Purchase, exchange and sale of shares x Sales charges x Sales charge reductions x Rollovers from retirement plans to IRAs x Plans of distribution x Other compensation to dealers x Distributions and taxes THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF THESE SECURITIES. FURTHER, IT HAS NOT DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. <PAGE> [This page intentionally left blank for this filing] <PAGE> Risk/Return summary The fund seeks to make your investment grow over time and provide you with current income by investing primarily in stocks of larger, well-established companies domiciled outside of the United States, including developing countries. 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 primarily listed on exchanges outside the United States. The fund is designed for investors seeking both capital appreciation and income. In pursuing its objective, the fund will focus on stocks of companies with strong earnings that pay dividends. We believe that these stocks will be more resistant to market declines than stocks of companies that do not pay dividends. The fund may also hold cash and money market instruments. Your investment in the fund is subject to various risks. Consequently, the fund's income may decline and/or the value of its portfolio holdings may lose value. Declines in dividends paid to the fund and in the value of certain stocks held by the fund could be in response to economic, political and/or social events taking place around the world. For example, increases in the prices of basic commodities, such as oil and grains, can negatively impact the value of certain companies. Further, changes in relationships among global currencies may trigger declines in the value of the fund's income and/or holdings. Investing in securities issued by entities based outside of the United States may also be affected by currency controls, different accounting and legal standards, expropriation, tax policies, greater market volatility and various administrative difficulties. These risks may be heightened in connection with investments in developing countries. Finally, the fund's investment results will depend on the ability of the fund's investment adviser to navigate these risks. Your investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person. YOU MAY LOSE MONEY BY INVESTING IN THE FUND. THE LIKELIHOOD OF LOSS MAY BE GREATER IF YOU INVEST FOR A SHORTER PERIOD OF TIME. 1 International Growth and Income Fund / Prospectus <PAGE> Fees and expenses of the fund These tables describe the fees and expenses that you may pay if you buy and hold shares of the fund. SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT) CLASS A ALL R SHARE CLASSES ------------------------------------------------------------------------------ Maximum initial sales charge on purchases 5.75%/*/ none (as a percentage of offering price) ------------------------------------------------------------------------------ Maximum sales charge on reinvested dividends none none ------------------------------------------------------------------------------ Maximum contingent deferred sales charge none none ------------------------------------------------------------------------------ Redemption or exchange fees none none * The initial sales charge is reduced for purchases of $25,000 or more and eliminated for purchases of $1 million or more. ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)/1/ CLASS CLASS CLASS CLASS CLASS CLASS A R-1 R-2 R-3 R-4 R-5 ------------------------------------------------------------------------------- Management fees/2/ 0.69% 0.69% 0.69% 0.69% 0.69% 0.69% ------------------------------------------------------------------------------- Distribution and/or service 0.30 1.00 0.75 0.50 0.25 none (12b-1) fees/3/ ------------------------------------------------------------------------------- Other expenses/2/ 0.51 0.60 0.87 0.61 0.68 0.48 ------------------------------------------------------------------------------- Total annual fund operating 1.50 2.29 2.31 1.80 1.62 1.17 expenses/2/ ------------------------------------------------------------------------------- 1 Based on estimated amounts for the current fiscal year. 2 The fund's investment adviser is currently waiving 10% of its management fee. The waiver may be discontinued at any time, in consultation with the fund's board, but it is expected to continue at this level until further review. The fund's investment adviser and board intend to review the waiver as circumstances warrant. Additionally, the fund's investment adviser is reimbursing the fund for a portion of other expenses. Such reimbursements may be reduced or discontinued at any time as determined by the investment adviser. Management fees, other expenses and total annual fund operating expenses in the table do no reflect any waiver or reimbursements. 3 Class A, R-1, R-2, R-3 and R-4 12b-1 fees may not exceed .30%, 1.00%, 1.00%, .75% and .50%, respectively, of the class's average net assets annually. 2 International Growth and Income Fund / Prospectus <PAGE> OTHER EXPENSES The "Other expenses" items in the table above include custodial, legal, transfer agent and subtransfer agent/recordkeeping payments, as well as various other expenses. Subtransfer agent/recordkeeping payments may be made to the fund's investment adviser, affiliates of the adviser and unaffiliated third parties for providing recordkeeping and other administrative services to retirement plans invested in the fund in lieu of the transfer agent providing such services. The amount paid for subtransfer agent/recordkeeping services will vary depending on the share class selected and the entity receiving the payments. The table below shows the maximum payments to entities providing services to retirement plans. PAYMENTS TO AFFILIATED ENTITIES PAYMENTS TO UNAFFILIATED ENTITIES ------------------------------------------------------------------------------- Class A .05% of assets or .05% of assets or $12 per participant position/1/ $12 per participant position/1/ ------------------------------------------------------------------------------- Class R-1 .10% of assets .10% of assets ------------------------------------------------------------------------------- Class R-2 .15% of assets plus $27 per .25% of assets participant position/2/ or .35% of assets/3/ ------------------------------------------------------------------------------- Class R-3 .10% of assets plus $12 per .15% of assets participant position/2/ or .19% of assets/3/ Class R-4 .10% of assets .10% of assets ------------------------------------------------------------------------------- Class R-5 .05% of assets .05% of assets ------------------------------------------------------------------------------- 1 Payment amount depends on the date upon which services commenced. 2 Payment with respect to Recordkeeper Direct/(R)/ program. 3 Payment with respect to PlanPremier/(R)/ program. EXAMPLES The examples below are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The examples assume that you invest $10,000 in the fund for the time periods indicated, that your investment has a 5% return each year, that all dividends and capital gain distributions are reinvested, and that the fund's operating expenses remain the same as shown above. The examples do not reflect the impact of any fee waivers or expense reimbursements. Although your actual costs may be higher or lower, based on these assumptions, your cumulative estimated expenses would be: 1 YEAR 3 YEARS ---------------------------------------------------------- Class A/*/ $719 $1,022 ---------------------------------------------------------- Class R-1 232 715 ---------------------------------------------------------- Class R-2 234 721 ---------------------------------------------------------- Class R-3 183 566 ---------------------------------------------------------- Class R-4 165 511 ---------------------------------------------------------- Class R-5 119 372 ---------------------------------------------------------- * Reflects the maximum initial sales charge. 3 International Growth and Income Fund / Prospectus <PAGE> Investment objective, strategies and risks The fund's investment objective is to provide you with long-term growth of capital while providing current income. The fund will pursue this objective by investing primarily in securities of issuers domiciled outside of the United States. The prices of, and the income generated by, securities held by the fund may decline in response to certain events, including those directly involving the companies whose securities are owned by the fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations. Investments in securities issued by entities based outside the United States may also be affected by currency controls; different accounting, auditing, financial reporting, and legal standards and practices in some countries; expropriation; changes in tax policy; greater market volatility; differing 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. These risks may be heightened in connection with investments in developing countries. The fund may also hold cash or money market instruments. 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. A larger percentage of such holdings could limit the fund's ability to achieve its investment objective in a period of rising market prices. A larger percentage of cash or money market instruments 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 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 above-average, 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. 4 International Growth and Income Fund / Prospectus <PAGE> Management and organization INVESTMENT ADVISER Capital Research and Management Company, an experienced investment management organization founded in 1931, serves as investment adviser to the fund and other funds, including the American Funds. Capital Research and Management Company is a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at 333 South Hope Street, Los Angeles, California 90071, and 6455 Irvine Center Drive, Irvine, California 92618. Capital Research and Management Company manages the investment portfolio 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." A more detailed description of the investment advisory and service agreement between the fund and the investment adviser is included in the fund's statement of additional information. Capital Research and Management Company manages equity assets through two investment divisions, Capital World Investors and Capital Research Global Investors, and manages fixed-income assets through its Fixed Income division. Capital World Investors and Capital Research Global Investors make investment decisions on an independent basis. EXECUTION OF PORTFOLIO TRANSACTIONS The investment adviser places orders with broker-dealers for the fund's portfolio transactions. In selecting broker-dealers, the investment adviser strives to obtain "best execution" (the most favorable total price reasonably attainable under the circumstances) for the fund's portfolio transactions, taking into account a variety of factors. Subject to best execution, the investment adviser may consider investment research and/or brokerage services provided to the adviser in placing orders for the fund's portfolio transactions. The investment adviser may place orders for the fund's portfolio transactions with broker-dealers who have sold shares of funds managed by the investment adviser or its affiliated companies; however, it does not give consideration to whether a broker-dealer has sold shares of the funds managed by the investment adviser or its affiliated companies when placing any such orders for the fund's portfolio transactions. A more detailed description of the investment adviser's policies is included in the fund's statement of additional information. 5 International Growth and Income Fund / Prospectus <PAGE> PORTFOLIO HOLDINGS Portfolio holdings information for the fund is available on the American Funds website at americanfunds.com. To reach this information, access the lower portion of the fund's details page on the website. A list of the fund's top 10 equity holdings, updated as of each month-end, is generally posted to this page within 14 days after the end of the applicable month. A link to the fund's complete list of publicly disclosed portfolio holdings, updated as of each calendar quarter-end, is generally posted to this page within 45 days after the end of the applicable quarter. Both lists remain available on the website until new information for the next month or quarter is posted. Portfolio holdings information for the fund is also contained in reports filed with the Securities and Exchange Commission. A description of the fund's policies and procedures regarding disclosure of information about its portfolio holdings is available in the statement of additional information. MULTIPLE PORTFOLIO COUNSELOR SYSTEM Capital Research and Management Company uses a system of multiple portfolio counselors in managing mutual fund assets. Under this approach, the portfolio of a fund is divided into segments managed by individual counselors who decide how their respective segments will be invested. In addition, Capital Research and Management Company's investment analysts may make investment decisions with respect to a portion of a fund's portfolio. Investment decisions are subject to a fund's objective(s), policies and restrictions and the oversight of the appropriate investment-related committees of Capital Research and Management Company and its investment divisions. 6 International Growth and Income Fund / Prospectus <PAGE> The primary individual portfolio counselors for International Growth and Income Fund are: PRIMARY TITLE WITH PORTFOLIO PORTFOLIO INVESTMENT ADVISER COUNSELOR'S PORTFOLIO COUNSELOR/ COUNSELOR (OR AFFILIATE) ROLE IN FUND TITLE EXPERIENCE AND INVESTMENT MANAGEMENT (IF APPLICABLE) IN THIS FUND EXPERIENCE OF THE FUND ------------------------------------------------------------------------------------------------- STEVEN T. WATSON Less than 1 year Senior Vice President - Serves as an equity Vice Chairman of the (since the fund's Capital World Investors (a portfolio counselor Board inception) division of Capital Research and Management Company) Investment professional for 21 years in total; 19 years with Capital Research and Management Company or affiliate ------------------------------------------------------------------------------------------------- CARL M. KAWAJA Less than 1 year Senior Vice President - Serves as an equity President (since the fund's Capital World Investors (a portfolio counselor inception) division of Capital Research and Management Company) Investment professional for 21 years in total; 17 years with Capital Research and Management Company or affiliate ------------------------------------------------------------------------------------------------- ANDREW B. SUZMAN Less than 1 year Senior Vice President - Serves as an equity Senior Vice President (since the fund's Capital World Investors (a portfolio counselor inception) division of Capital Research and Managment Company) Investment professional for 15 years in total; all with Capital Research and Management Company or affiliate ------------------------------------------------------------------------------------------------- Information regarding the portfolio counselors' compensation, their ownership of securities in the fund and other accounts they manage can be found in the statement of additional information. CERTAIN PRIVILEGES AND/OR SERVICES DESCRIBED ON THE FOLLOWING PAGES OF THIS PROSPECTUS AND IN THE STATEMENT OF ADDITIONAL INFORMATION MAY NOT BE AVAILABLE TO YOU DEPENDING ON YOUR INVESTMENT DEALER OR RETIREMENT PLAN RECORDKEEPER. PLEASE SEE YOUR FINANCIAL ADVISER, INVESTMENT DEALER OR PLAN RECORDKEEPER FOR MORE INFORMATION. 7 International Growth and Income Fund / Prospectus <PAGE> Purchase, exchange and sale of shares AMERICAN FUNDS SERVICE COMPANY, THE FUND'S TRANSFER AGENT, ON BEHALF OF THE FUND AND AMERICAN FUNDS DISTRIBUTORS,/(R)/ THE FUND'S DISTRIBUTOR, IS REQUIRED BY LAW TO OBTAIN CERTAIN PERSONAL INFORMATION FROM YOU OR ANY OTHER PERSON(S) ACTING ON YOUR BEHALF IN ORDER TO VERIFY YOUR OR SUCH PERSON'S IDENTITY. IF YOU DO NOT PROVIDE THE INFORMATION, THE TRANSFER AGENT MAY NOT BE ABLE TO OPEN YOUR ACCOUNT. IF THE TRANSFER AGENT IS UNABLE TO VERIFY YOUR IDENTITY OR THAT OF ANY OTHER PERSON(S) AUTHORIZED TO ACT ON YOUR BEHALF, OR BELIEVES IT HAS IDENTIFIED POTENTIALLY CRIMINAL ACTIVITY, THE FUND AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO CLOSE YOUR ACCOUNT OR TAKE SUCH OTHER ACTION THEY DEEM REASONABLE OR REQUIRED BY LAW. PURCHASES AND EXCHANGES Eligible retirement plans generally may open an account and purchase Class A or R shares by contacting any investment dealer (who may impose transaction charges in addition to those described in this prospectus) authorized to sell the fund's shares. Some or all R share classes may not be available through certain investment dealers. Additional shares may be purchased through a plan's administrator or recordkeeper. Class A shares are generally not available for retirement plans using the PlanPremier or Recordkeeper Direct recordkeeping programs. Class R shares generally are available only to 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit-sharing and money purchase pension plans, defined benefit plans and nonqualified deferred compensation plans. Class R shares also are generally available only to retirement plans where plan level or omnibus accounts are held on the books of the fund. Class R-5 shares generally are available only to retirement plans with $1 million or more in plan assets. In addition, Class R-5 shares are available for investment by American Funds Target Date Retirement Series/(R)/ and other registered investment companies approved by the fund. Class R shares generally are not available to retail nonretirement accounts, traditional and Roth individual retirement accounts (IRAs), Coverdell Education Savings Accounts, SEPs, SARSEPs, SIMPLE IRAs, individual 403(b) plans and 529 college savings plans. Shares of the fund offered through this prospectus generally may be exchanged into shares of the same class of other American Funds. Exchanges of Class A shares from American Funds money market funds purchased without a sales charge generally will be subject to the appropriate sales charge. FREQUENT TRADING OF FUND SHARES The fund and American Funds Distributors reserve the right to reject any purchase order for any reason. The fund is not designed to serve as a vehicle for frequent trading. Frequent trading of fund shares may lead to increased costs to the fund and less efficient management of the fund's portfolio, potentially resulting in dilution of the value of the shares held by long-term shareholders. Accordingly, purchases, including those that are part of 8 International Growth and Income Fund / Prospectus <PAGE> 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 directors has adopted a "purchase blocking policy" under which any shareholder redeeming shares (including redemptions that are part of an exchange transaction) having a value of $5,000 or more from the fund will be precluded from investing in the fund (including investments that are part of an exchange transaction) for 30 calendar days after the redemption transaction. Under the fund's purchase blocking policy, certain purchases will not be prevented and certain redemptions will not trigger a purchase block, such as: systematic redemptions and purchases where the entity maintaining the shareholder account is able to identify the transaction as a systematic redemption or purchase; purchases and redemptions of shares having a value of less than $5,000; transactions in Class 529 shares; purchases and redemptions resulting from reallocations by American Funds Target Date Retirement Series/(R)/; retirement plan contributions, loans and distributions (including hardship withdrawals) identified as such on the retirement plan recordkeeper's system; and purchase transactions involving transfers of assets, rollovers, Roth IRA conversions and IRA recharacterizations, where the entity maintaining the shareholder account is able to identify the transaction as one of these types of transactions. 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 9 International Growth and Income Fund / Prospectus <PAGE> the fund. You should refer to disclosures provided by the intermediaries with which you have an account to determine the specific trading restrictions that apply to you. If American Funds Service Company identifies any activity that may constitute frequent trading, it reserves the right to contact the intermediary and request that the intermediary either provide information regarding an account owner's transactions or restrict the account owner's trading. If American Funds Service Company is not satisfied that the intermediary has taken appropriate action, American Funds Service Company may terminate the intermediary's ability to transact in fund shares. There is no guarantee that all instances of frequent trading in fund shares will be prevented. NOTWITHSTANDING THE FUND'S SURVEILLANCE PROCEDURES AND PURCHASE BLOCKING POLICY, ALL TRANSACTIONS IN FUND SHARES REMAIN SUBJECT TO THE FUND'S AND AMERICAN FUNDS DISTRIBUTORS' RIGHT 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. SALES Please contact your plan administrator or recordkeeper in order to sell shares from your retirement plan. If you notify American Funds Service Company, you may reinvest proceeds from a redemption, dividend payment or capital gain distribution without a sales charge in the same fund or other American Funds provided the reinvestment occurs within 90 days after the date of the redemption or distribution and is made into the same account from which you redeemed the shares or received the distribution. If the account has been closed, reinvestment can be made without a sales charge if the new receiving account has the same registration as the closed account. Proceeds will be reinvested in the same share class from which the original redemption or distribution was made. Redemption proceeds of Class A shares representing direct purchases in American Funds money market funds that are reinvested in non-money market 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 and accepted by American Funds Service Company. 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." This paragraph does not apply to certain rollover investments as described under "Rollovers from retirement plans to IRAs." 10 International Growth and Income Fund / Prospectus <PAGE> VALUING SHARES The net asset value of each share class of the fund is the value of a single share. The fund calculates the net asset value each day the New York Stock Exchange is open for trading as of approximately 4 p.m. New York time, the normal close of regular trading. 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 principally trade 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 will reduce, if not eliminate, potential arbitrage opportunities otherwise available to short-term investors. Because the fund may hold securities that are primarily listed on foreign exchanges that trade on weekends or days when the fund does not price its shares, the value 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 and accepts your request. MOVING BETWEEN SHARE CLASSES AND ACCOUNTS Please see the statement of additional information for details and limitations on moving investments in certain share classes to different share classes, and on moving investments held in certain accounts to different accounts. 11 International Growth and Income Fund / Prospectus <PAGE> 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: DEALER NET COMMISSION OFFERING AMOUNT AS A PERCENTAGE INVESTMENT PRICE INVESTED 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 none none see below investments described 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. 12 International Growth and Income Fund / Prospectus <PAGE> CLASS A PURCHASES NOT SUBJECT TO SALES CHARGES The following investments are not subject to any initial or contingent deferred sales charge if American Funds Service Company is properly notified of the nature of the investment: . investments made by accounts that are part of certain qualified fee-based programs and that purchased Class A shares before the discontinuation of your investment dealer's load-waived Class A share program with the American Funds; and . certain rollover investments from retirement plans to IRAs (see "Rollovers from retirement plans to IRAs" in this prospectus for more information). The distributor may pay dealers up to 1% on investments made in Class A shares with no initial sales charge. The fund may reimburse the distributor for these payments through its plans of distribution (see "Plans of distribution" in this prospectus). Certain other investors may qualify to purchase shares without a sales charge, such as employees of investment dealers and registered investment advisers authorized to sell American Funds, and employees of The Capital Group Companies. Please see the statement of additional information for more information. EMPLOYER-SPONSORED RETIREMENT PLANS Employer-sponsored retirement plans that are eligible to purchase Class R shares may instead purchase Class A shares and pay the applicable Class A sales charge, provided their recordkeepers can properly apply a sales charge on plan investments. These plans are not eligible to make initial purchases of $1 million or more in Class A shares and thereby invest in Class A shares without a sales charge, nor are they eligible to establish a statement of intention that qualifies them to purchase Class A shares without a sales charge. More information about statements of intention can be found under "Sales charge reductions" in this prospectus. Plans investing in Class A shares with a sales charge may purchase additional Class A shares in accordance with the sales charge table above. Employer-sponsored retirement plans that invested in Class A shares without any sales charge on or before March 31, 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. CLASS R SHARES Class R shares are sold without any initial or contingent deferred sales charge. The distributor will pay dealers annually an asset-based compensation of up to 1.00% for sales of Class R-1 shares, up to .75% for Class R-2 shares, up to .50% for Class R-3 shares and up to .25% for Class R-4 shares. No dealer compensation is paid on sales of Class R-5 shares. The fund may reimburse the distributor for these payments through its plans of distribution (see "Plans of distribution" in this prospectus). 13 International Growth and Income Fund / Prospectus <PAGE> Sales charge reductions TO RECEIVE A REDUCTION IN YOUR CLASS A INITIAL SALES CHARGE, YOU MUST LET YOUR FINANCIAL ADVISER OR AMERICAN FUNDS SERVICE COMPANY KNOW AT THE TIME YOU PURCHASE SHARES THAT YOU QUALIFY FOR SUCH A REDUCTION. IF YOU DO NOT LET YOUR ADVISER OR AMERICAN FUNDS SERVICE COMPANY KNOW THAT YOU ARE ELIGIBLE FOR A REDUCTION, YOU MAY NOT RECEIVE A SALES CHARGE DISCOUNT TO WHICH YOU ARE OTHERWISE ENTITLED. In order to determine your eligibility to receive a sales charge discount, it may be necessary for you to provide your adviser or American Funds Service Company with information and records (including account statements) of all relevant accounts invested in the American Funds. IN ADDITION TO THE INFORMATION IN THIS PROSPECTUS, YOU MAY OBTAIN MORE INFORMATION ABOUT SHARE CLASSES, SALES CHARGES AND SALES CHARGE REDUCTIONS THROUGH A LINK ON THE HOME PAGE OF THE AMERICAN FUNDS WEBSITE AT AMERICANFUNDS.COM, FROM THE STATEMENT OF ADDITIONAL INFORMATION OR FROM YOUR FINANCIAL ADVISER. REDUCING YOUR CLASS A INITIAL SALES CHARGE Consistent with the policies described in this prospectus, two or more retirement plans of an employer or employer's affiliates may combine all of their American Funds investments to reduce their Class A sales charge. Certain investments in the American Funds Target Date Retirement Series may also be combined for this purpose. Please see the American Funds Target Date Retirement Series prospectus for further information. However, for this purpose, investments representing direct purchases of American Funds money market funds are excluded. Following are different ways that you may qualify for a reduced Class A sales charge: CONCURRENT PURCHASES Simultaneous purchases of any class of shares of two or more American Funds (excluding American Funds money market funds) may be combined to qualify for a reduced Class A sales charge. RIGHTS OF ACCUMULATION You may take into account your accumulated holdings in all share classes of the American Funds (excluding American Funds money market funds) to determine the initial sales charge you pay on each purchase of Class A shares. Subject to your investment dealer's or recordkeeper's capabilities, your accumulated holdings will be calculated as the higher of (a) the current value of your existing holdings or (b) the amount you invested (excluding capital appreciation) less any withdrawals. Please see the statement of additional information for details. You should retain any records necessary to substantiate the historical amounts you have invested. 14 International Growth and Income Fund / Prospectus <PAGE> 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 funds) 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. The market value of your existing holdings eligible to be aggregated as of the day immediately before the start of the statement period may be credited toward satisfying the statement. A portion of your account may be held in escrow to cover additional Class A sales charges that may be due if your total purchases over the statement period do not qualify you for the applicable sales charge reduction. Employer-sponsored retirement plans may be restricted from establishing statements of intention. See "Sales charges" in this prospectus for more information. RIGHT OF REINVESTMENT Please see the "Sales" section of "Purchase, exchange and sale of shares" in this prospectus for information on how to reinvest proceeds from a redemption, dividend payment or capital gain distribution without a sales charge. 15 International Growth and Income Fund / Prospectus <PAGE> Rollovers from retirement plans to IRAs Assets from retirement plans may be invested in Class A, B, C or F shares through an IRA rollover. Rollovers invested in Class A shares from retirement plans will be subject to applicable sales charges. The following rollovers to Class A shares will be made without a sales charge: . rollovers to IRAs from 403(b) plans with Capital Bank and Trust Company as custodian; and . rollovers to IRAs that are attributable to American Funds investments, if they meet the following requirements: -- the assets being rolled over were invested in American Funds at the time of distribution; and -- the rolled over assets are contributed to an American Funds IRA with Capital Bank and Trust Company as custodian. IRA rollover assets that roll over without a sales charge as described above will not be subject to a contingent deferred sales charge and investment dealers will be compensated solely with an annual service fee that begins to accrue immediately. IRA rollover assets invested in Class A shares that are not attributable to American Funds investments, as well as future contributions to the IRA, will be subject to sales charges and the terms and conditions generally applicable to Class A share investments as described in the prospectus and statement of additional information. Plans of distribution The fund has plans of distribution or "12b-1 plans" under which it may finance activities primarily intended to sell shares, provided the categories of expenses are approved in advance by the fund's board of directors. The plans provide for payments, based on annualized percentages of average daily net assets, of up to .30% for Class A shares, up to 1.00% for Class R-1 and R-2 shares, up to .75% for Class R-3 shares and up to .50% for Class R-4 shares. For all share classes indicated above, up to .25% of these expenses may be used to pay service fees to qualified dealers for providing certain shareholder services. The amount remaining for each share class may be used for distribution expenses. The 12b-1 fees paid by the fund, as a percentage of average net assets, for the previous fiscal year are indicated in the Annual Fund Operating Expenses table under "Fees and expenses of the fund." Since these fees are paid out of the fund's assets or income on an ongoing basis, over time they will increase the cost and reduce the return of your investment. 16 International Growth and Income Fund / Prospectus <PAGE> Other compensation to dealers American Funds Distributors, at its expense, currently provides additional compensation to investment dealers. These payments may be made, at the discretion of American Funds Distributors, to the top 75 dealers (or their affiliates) that have sold shares of the American Funds. The level of payments made to a qualifying firm in any given year will vary and in no case would exceed the sum of (a) .10% of the previous year's American Funds sales by that dealer and (b) .02% of American Funds assets attributable to that dealer. For calendar year 2007, aggregate payments made by American Funds Distributors to dealers were less than .02% of the assets of the American Funds. Aggregate payments may also change from year to year. A number of factors will be considered in determining payments, including the qualifying dealer's sales, assets and redemption rates, and the quality of the dealer's relationship with American Funds Distributors. American Funds Distributors makes these payments to help defray the costs incurred by qualifying dealers in connection with efforts to educate financial advisers about the American Funds so that they can make recommendations and provide services that are suitable and meet shareholder needs. American Funds Distributors will, on an annual basis, determine the advisability of continuing these payments. American Funds Distributors may also pay expenses associated with meetings conducted by dealers outside the top 75 firms to facilitate educating financial advisers and shareholders about the American Funds. If investment advisers, distributors or other affiliates of mutual funds pay additional compensation or other incentives in differing amounts, dealer firms and their advisers may have financial incentives for recommending a particular mutual fund over other mutual funds. You should consult with your financial adviser and review carefully any disclosure by your financial adviser's firm as to compensation received. 17 International Growth and Income Fund / Prospectus <PAGE> 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. All dividends and capital gain distributions paid to retirement plan shareholders will be automatically reinvested. TAXES ON DIVIDENDS AND DISTRIBUTIONS Dividends and capital gains distributed by the fund to tax-deferred retirement plan accounts are not taxable currently. TAXES ON TRANSACTIONS Exchanges within a tax-deferred retirement plan account will not result in a capital gain or loss for federal or state income tax purposes. With limited exceptions, distributions from a retirement plan account are taxable as ordinary income. PLEASE SEE YOUR TAX ADVISER FOR MORE INFORMATION. 18 International Growth and Income Fund / Prospectus <PAGE> NOTES 19 International Growth and Income Fund / Prospectus <PAGE> [logo - American Funds /(R)/] The right choice for the long term/(R)/ FOR SHAREHOLDER SERVICES American Funds Service Company 800/421-0180 FOR RETIREMENT PLAN SERVICES Call your employer or plan administrator FOR ADVISER MARKETING American Funds Distributors 800/421-9900 americanfunds.com FOR 24-HOUR INFORMATION For Class R share information, visit AmericanFundsRetirement.com Telephone calls you have with the American Funds organization may be monitored or recorded for quality assurance, verification and/or recordkeeping purposes. By speaking with us on the telephone, you are giving your consent to such monitoring and recording. ----------------------------------------------------------------------------------- MULTIPLE TRANSLATIONS This prospectus may be translated into other languages. If there is any inconsistency or ambiguity in the meaning of any translated word or phrase, the English text will prevail. ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS The shareholder reports contain additional information about the fund, including financial statements, investment results, portfolio holdings, a discussion of market conditions and the fund's investment strategies and the independent registered public accounting firm's report (in the annual report). STATEMENT OF ADDITIONAL INFORMATION (SAI) AND CODES OF ETHICS The current SAI, as amended from time to time, contains more detailed information about the fund, including the fund's financial statements, and is incorporated by reference into this prospectus. This means that the current SAI, for legal purposes, is part of this prospectus. The codes of ethics describe the personal investing policies adopted by the fund, the fund's investment adviser and its affiliated companies. The codes of ethics and current SAI are on file with the Securities and Exchange Commission (SEC). These and other related materials about the fund are available for review or to be copied at the SEC's Public Reference Room in Washington, DC (202/551-8090) or on the EDGAR database on the SEC's website at sec.gov or, after payment of a duplicating fee, via e-mail request to publicinfo@sec.gov or by writing to the SEC's Public Reference Section, 100 F Street, NE, Washington, DC 20549-0102. The codes of ethics, current SAI and shareholder reports are also available, free of charge, on americanfunds.com. E-DELIVERY AND HOUSEHOLD MAILINGS Each year you are automatically sent an updated prospectus and annual and semi-annual reports for the fund. You may also occasionally receive proxy statements for the fund. In order to reduce the volume of mail you receive, when possible, only one copy of these documents will be sent to shareholders who are part of the same family and share the same household address. You may elect to receive these documents electronically in lieu of paper form by enrolling in e-delivery on our website, americanfunds.com. If you would like to opt out of household-based mailings or receive a complimentary copy of the current SAI, codes of ethics or annual/semi-annual report to shareholders, please call American Funds Service Company at 800/421-0180 or write to the secretary of the fund at P.O. Box 7650, San Francisco, California 94120. SECURITIES INVESTOR PROTECTION CORPORATION (SIPC) Shareholders may obtain information about SIPC on its website at sipc.org or by calling 202/371-8300. Investment Company File No. 811-22215 RPGEPR-934-1008P Litho in USA CGD/RRD/9971 ----------------------------------------------------------------------------------------------------------------------------- THE CAPITAL GROUP COMPANIES American Funds Capital Research and Management Capital International Capital Guardian Capital Bank and Trust
 
 
....
 
 
 
 
International Growth and Income Fund, Inc.

Part C
Other Information


Item 23.  Exhibits for Registration Statement (1940 Act No. 811-22215 and 1933 Act No. 333-152323)

(a)
Articles of Incorporation   – Articles of Incorporation – previously filed (see Form N-1A filed 7/14/08)

(b)
By- laws   – By-laws – previously filed (see Form N-1A filed 7/14/08)

(c)
Instruments Defining Rights of Security Holders – Form of share certificate

(d)
Investment Advisory Contracts – Form of Investment Advisory and Service Agreement

(e)
Underwriting Contracts – Forms of Principal Underwriting Agreement, Selling Group Agreement, Omnibus Addendum to Selling Group Agreement, Amendments to Selling Group Agreement, Bank Selling Group Agreement, Institutional Selling Group Agreement, Amendments to Institutional Selling Group Agreement, Participation Agreement, Amendment to Participation Agreement, Bank/Trust Participation Agreement and Amendment to Bank/Trust Participation Agreement

(f)
Bonus or Profit Sharing Contracts – Form of Deferred Compensation Plan

(g)
Custodian Agreements – Form of Global Custody Agreement – to be provided by amendment

(h)
Other Material C ontracts – Forms of Administrative Services Agreement, Shareholder Services Agreement and Indemnification Agreement

(i)            Legal Opinion – Legal Opinion – to be provided by amendment

(j)
Other Opinions – Consent of Independent Registered Public Accounting Firm   – to be provided by amendment

(k)            Omitted F inancial S tatements - none

(l)            Initial Capital Agreements – Investment Letter – to be provided by amendment 

(m)
Rule 12b-1 Plan – Forms of Plans of Distribution for Classes 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

(n)
Rule 18f-3 Plan – Form of Multiple Class Plan

(o)           Reserved

(p)
Code of Ethics – Code of Ethics for The Capital Group Companies and Code of Ethics for the Registrant – to be provided by amendment


Item 24.                      Persons Controlled by or Under Common Control with the Fund

None


Item 25.                      Indemnification

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

Subsection (b) of Section 2-418 of the General Corporation Law of Maryland empowers a corporation to indemnify any person who was or is party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason  of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against reasonable expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually incurred by him in connection with such action, suit or proceeding unless it is established that:  (i) the act or omission of the person was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the person actually received an improper personal benefit of money, property or services; or (iii) with respect to any criminal action or proceeding, the person had reasonable cause to believe his act or omission was unlawful.

Indemnification under subsection (b) of Section 2-418 may not be made by a corporation unless authorized for a specific proceeding after a determination has been made that indemnification is permissible in the circumstances because the party to be indemnified has met the standard of conduct set forth in subsection (b).  This determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors not, at the time, parties to the proceeding, or, if such quorum cannot be obtained, then by a majority vote of a committee of the Board consisting solely of two or more directors not, at the time, parties to such proceeding and who were duly designated to act in the matter by a majority vote of the full Board in which the designated directors who are parties may participate; (ii) by special legal counsel selected by the Board of Directors of a committee of the Board by vote as set forth in subparagraph (i), or, if the requisite quorum of the full Board cannot be obtained therefore and the committee cannot be established, by a majority vote of the full Board in which any director who is a party may participate; or (iii) by the stockholders (except that shares held by any party to the specific proceeding may not be voted).  A court of appropriate jurisdiction may also order indemnification if the court determines that a person seeking indemnification is entitled to reimbursement under subsection (b).

Section 2-418 further provides that indemnification provided for by Section 2-418 shall not be deemed exclusive of any rights to which the indemnified party may be entitled; that
the scope of indemnification extends to directors, officers, employees or agents of a constituent  corporation absorbed in a consolidation or merger and persons serving in that capacity at the request of the constituent corporation for another; and empowers the corporation to purchase
and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability asserted against or incurred by such person in any such capacity or arising out of such person's status as such whether or not the corporation would have the power to indemnify such person against such liabilities under Section 2-418.

Article VIII of the Registrant's Articles of Incorporation and Article V of the Registrant’s By-Laws as well as the indemnification agreements that the Registrant has entered into with each of its directors 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 directors against any liability or expenses actually and reasonably incurred by such person in any proceeding arising out of or in connection with his or her service to the Registrant, to the fullest extent permitted by applicable law, subject to certain conditions.  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 directors, 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 director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, 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 26.                      Business and Other Connections of the Investment Adviser

None


Item 27.                      Principal Underwriters

(a)           American Funds Distributors, Inc. is the Principal Underwriter of shares of:  AMCAP Fund, Inc., American Balanced Fund, Inc., The American Funds Income Series, American Funds Target Date Retirement Series, Inc., The American Funds Tax-Exempt Series I, The American Funds Tax-Exempt Series II, American High-Income Municipal Bond Fund, Inc., American High-Income Trust, American Mutual Fund, Inc., The Bond Fund of America, Inc., Capital Income Builder, Inc., Capital World Bond Fund, Inc., Capital World Growth and Income Fund, Inc., The Cash Management Trust of America, Endowments, EuroPacific Growth Fund, Fundamental Investors, Inc., The Growth Fund of America, Inc., The Income Fund of America, Inc., Intermediate Bond Fund of America, The Investment Company of America, Limited Term Tax-Exempt Bond Fund of America, The New Economy Fund, New Perspective Fund, Inc., New World Fund, Inc., Short-Term Bond Fund of America, Inc., SMALLCAP World Fund, Inc., The Tax-Exempt Bond Fund of America, Inc., The Tax-Exempt Money Fund of America, The U.S. Treasury Money Fund of America and Washington Mutual Investors Fund, Inc.

(b)

 
(1)
Name and Principal
Business Address
 
(2)
Positions and Offices
with Underwriter
(3)
Positions and Offices
with Registrant
LAO
E. Grant Abramson
 
Vice President
None
LAO
David L. Abzug
 
Vice President
None
LAO
William C. Anderson
 
Regional Vice President
None
LAO
Robert B. Aprison
 
Senior Vice President
None
LAO
T. Patrick Bardsley
 
Regional Vice President
None
LAO
Shakeel A. Barkat
 
Vice President
None
LAO
Thomas M. Bartow
 
Senior Vice President
None
IRV
Carl R. Bauer
 
Vice President
None
LAO
Michelle A. Bergeron
 
Senior Vice President
None
LAO
J. Walter Best, Jr.
 
Vice President
None
LAO
Roger J. Bianco, Jr.
 
Regional Vice President
None
LAO
John A. Blanchard
 
Senior Vice President
None
LAO
Randall L. Blanchetti
 
Regional Vice President
None
LAO
Gerard M. Bockstie, Jr.
 
Regional Vice President
None
LAO
Jonathan W. Botts
Regional Vice President
None
LAO
Bill Brady
Regional Vice President
None
LAO
Mick L. Brethower
 
Senior Vice President
None
LAO
C. Alan Brown
 
Vice President
None
IRV
William H. Bryan
 
Regional Vice President
None
LAO
Sheryl M. Burford
 
Assistant Vice President
None
IRV
J. Peter Burns
 
Vice President
None
LAO
Steven Calabria
 
Vice President
None
SNO
Kathleen D. Campbell
 
Vice President
None
LAO
Matthew C. Carlisle
 
Vice President
None
LAO
Jason S. Carlough
 
Regional Vice President
None
LAO
Damian F. Carroll
 
Vice President
None
LAO
James D. Carter
 
Regional Vice President
None
LAO
Brian C. Casey
 
Senior Vice President
None
LAO
Victor C. Cassato
 
Senior Vice President
None
LAO
Christopher J. Cassin
 
Senior Vice President
None
LAO
Denise M. Cassin
Director, Senior Vice President
None
LAO
David D. Charlton
 
Director, Senior Vice President
None
LAO
Thomas M. Charon
Regional Vice President
None
LAO
Wellington Choi
 
Vice President
None
LAO
Paul A. Cieslik
 
Vice President
None
LAO
Kevin G. Clifford
 
 
Director, President and
Co-Chief Executive Officer
 
None
HRO
Cheri Coleman
 
Vice President
None
LAO
Ruth M. Collier
 
Director, Senior Vice President
None
SNO
David Coolbaugh
 
Vice President
None
LAO
Carlo O. Cordasco
 
Regional Vice President
None
LAO
Charles H. Cote
 
Regional Vice President
None
LAO
Thomas E. Cournoyer
 
Vice President
None
LAO
Michael D. Cravotta
 
Assistant Vice President
None
LAO
Joseph G. Cronin
 
Vice President
None
LAO
D. Erick Crowdus
 
Regional Vice President
None
LAO
William F. Daugherty
 
Vice President
None
LAO
Peter J. Deavan
 
Regional Vice President
None
LAO
Guy E. Decker
 
Vice President
None
LAO
Daniel J. Delianedis
Senior Vice President
None
LAO
James W. DeLouise
 
Assistant Vice President
None
LAO
Jeffrey C. Denny
 
Regional Vice President
None
 
James A. DePerno, Jr.
19 Hamlin Ave
East Aurora, NY 14052
 
Senior Vice President
None
LAO
Bruce L. DePriester
 
 
 
Director,
Senior Vice President,
Treasurer and Controller
 
None
LAO
Lori A. Deuberry
 
Regional Vice President
None
LAO
Dianne M. Dexter
 
Assistant Vice President
None
LAO
Thomas J. Dickson
 
Vice President
None
LAO
Michael A. DiLella
 
Senior Vice President
None
NYO
Dean M. Dolan
 
Vice President
None
LAO
Hedy B. Donahue
 
Assistant Vice President
None
LAO
Michael J. Downer
 
Director
None
LAO
Craig A. Duglin
 
Regional Vice President
None
LAO
Michael J. Dullaghan
 
Vice President
None
IND
Lloyd G. Edwards
Senior Vice President
None
LAO
Timothy L. Ellis
Senior Vice President
None
LAO
Kristopher A. Feldmeyer
 
Regional Vice President
None
LAO
Lorna Fitzgerald
 
Vice President
None
LAO
William F. Flannery
 
Vice President
None
LAO
John R. Fodor
 
Senior Vice President
None
LAO
Charles L. Freadhoff
 
Vice President
None
LAO
Daniel B. Frick
 
Vice President
None
LAO
Linda S. Gardner
 
Vice President
None
LAO
Keith R. George
 
Regional Vice President
None
IRV
Lori A. Giacomini
 
Assistant Vice President
None
LAO
J. Christopher Gies
 
Senior Vice President
None
LAO
David M. Givner
 
Secretary
None
IRV
Evelyn K. Glassford
 
Vice President
None
LAO
Jack E. Goldin
 
Regional Vice President
None
LAO
Earl C. Gottschalk
 
Vice President
None
LAO
Jeffrey J. Greiner
 
Senior Vice President
None
LAO
Eric M. Grey
Vice President
None
IRV
Steven Guida
 
Senior Vice President
None
IRV
Mariellen Hamann
 
Vice President
None
LAO
Derek S. Hansen
Vice President
None
LAO
Calvin L. Harrelson, III
 
Vice President
None
LAO
Robert J. Hartig, Jr.
 
Vice President
None
LAO
Craig W. Hartigan
 
Regional Vice President
None
LAO
Linda M. Hines
 
Vice President
None
LAO
Steven J. Hipsley
 
Regional Vice President
None
LAO
Russell K. Holliday
 
Vice President
None
LAO
Heidi Horwitz
 
Regional Vice President
None
LAO
Kevin B. Hughes
 
Vice President
None
LAO
Ronald R. Hulsey
 
Senior Vice President
None
LAO
Marc Ialeggio
 
Vice President
None
LAO
Robert S. Irish
 
Senior Vice President
None
IND
David K. Jacocks
 
Assistant Vice President
None
LAO
Linda Johnson
 
Assistant Vice President
None
GVO-1
Joanna F. Jonsson
 
Director
None
IRV
Damien M. Jordan
 
Senior Vice President
None
LAO
Marc J. Kaplan
 
Vice President
None
LAO
John P. Keating
 
Senior Vice President
None
LAO
Brian G. Kelly
Regional Vice President
None
LAO
Ryan C. Kidwell
 
Regional Vice President
None
LAO
Andrew J. Kilbride
 
Vice President
None
NYO
Dorothy Klock
 
Vice President
None
LAO
Dianne L. Koske
 
Vice President
None
IRV
Elizabeth K. Koster
 
Vice President
None
LAO
Christopher F. Lanzafame
 
Regional Vice President
None
LAO
Patricia D. Lathrop
 
Regional Vice President
None
 
R. Andrew LeBlanc
78 Eton Road
Garden City, NY 11530
 
Vice President
None
LAO
T. Blake Liberty
 
Vice President
None
LAO
Mark J. Lien
 
Vice President
None
LAO
Lorin E. Liesy
 
Vice President
None
LAO
Louis K. Linquata
 
Vice President
None
HRO
Maria M. Lockard
 
Assistant Vice President
None
LAO
William J. Maguire
 
Regional Vice President
None
 
Brendan T. Mahoney
1 Union Avenue, Suite One
Sudbury, MA 01776
 
Vice President
None
LAO
Nathan G. Mains
 
Regional Vice President
None
 
Stephen A. Malbasa
13405 Lake Shore Blvd.
Cleveland, OH  44110
 
Director, Senior Vice President
None
LAO
Paul R. Mayeda
 
Assistant Vice President
None
LAO
Eleanor P. Maynard
 
Vice President
None
LAO
Christopher McCarthy
 
Vice President
None
LAO
James R. McCrary
 
Vice President
None
LAO
Joseph A. McCreesh, III
 
Regional Vice President
None
LAO
Will McKenna
 
Vice President
None
SNO
John V. McLaughlin
 
Senior Vice President
None
LAO
Terry W. McNabb
 
Senior Vice President
None
LAO
Scott M. Meade
 
Senior Vice President
None
LAO
William T. Mills
 
Regional Vice President
None
LAO
James R. Mitchell III
 
Regional Vice President
None
LAO
Charles L. Mitsakos
 
Regional Vice President
None
LAO
Monty L. Moncrief
 
Vice President
None
LAO
David H. Morrison
 
Regional Vice President
None
LAO
Andrew J. Moscardini
 
Vice President
None
LAO
Brian D. Munson
 
Regional Vice President
None
LAO
Jack Nitowitz
 
Assistant Vice President
None
LAO
William E. Noe
 
Senior Vice President
None
LAO
Eric P. Olson
 
Senior Vice President
None
LAO
Jeffrey A. Olson
 
Vice President
None
LAO
Thomas A. O’Neil
 
Regional Vice President
None
LAO
Michael W. Pak
 
Regional Vice President
None
LAO
W. Burke Patterson, Jr.
 
Vice President
None
LAO
Gary A. Peace
 
Senior Vice President
None
LAO
Samuel W. Perry
Vice President
None
LAO
Raleigh G. Peters
 
Regional Vice President
None
LAO
David K. Petzke
 
Senior Vice President
None
IRV
John H. Phelan, Jr.
 
Director
None
LAO
Fredric Phillips
 
Senior Vice President
None
LAO
John Pinto
Regional Vice President
None
LAO
Carl S. Platou
 
Senior Vice President
None
LAO
Charles R. Porcher
 
Regional Vice President
None
LAO
Julie K. Prather
 
Vice President
None
SNO
Richard P. Prior
 
Vice President
None
LAO
Steven J. Quagrello
 
Regional Vice President
None
LAO
Mike Quinn
 
Vice President
None
LAO
John W. Rankin
 
Regional Vice President
None
LAO
Jennifer D. Rasner
 
Regional Vice President
None
LAO
James P. Rayburn
 
Regional Vice President
None
LAO
Rene M. Reincke
Vice President
None
LAO
Mark S. Reischmann
Regional Vice President
None
LAO
Steven J. Reitman
 
Senior Vice President
None
LAO
Brian A. Roberts
 
Vice President
None
LAO
Jeffrey Robinson
 
Regional Vice President
None
LAO
Suzette M. Rothberg
 
Regional Vice President
None
LAO
James F. Rothenberg
 
Director
None
LAO
Romolo D. Rottura
 
Vice President
None
LAO
Douglas F. Rowe
 
Senior Vice President
None
LAO
William M. Ryan
 
Regional Vice President
None
LAO
Dean B. Rydquist
 
 
 
Director,
Senior Vice President,
Chief Compliance Officer
 
None
LAO
Richard A. Sabec, Jr.
 
Vice President
None
IRV
Cathy Sackett
 
Vice President
None
LAO
Richard R. Samson
 
Senior Vice President
None
HRO
Diane Sawyer
 
Senior Vice President
None
LAO
Joseph D. Scarpitti
 
Senior Vice President
None
LAO
Shane D. Schofield
 
Vice President
None
LAO
David L. Schroeder
Assistant Vice President
None
LAO
Mark A. Seaman
Vice President
None
SNO
Sherrie L. Senft
 
Vice President
None
LAO
James J. Sewell III
 
Regional Vice President
None
LAO
Arthur M. Sgroi
 
Vice President
None
LAO
R. Michael Shanahan
 
Director
None
LAO
Michael J. Sheldon
 
Vice President
None
LAO
Frederic J. Shipp
Regional Vice President
None
LAO
Daniel S. Shore
 
Vice President
None
LAO
Brad Short
 
Vice President
None
LAO
David W. Short
 
Chairman of the Board and
Co-Chief Executive Officer
None
LAO
Nathan W. Simmons
 
Regional Vice President
None
LAO
William P. Simon, Jr.
Director, Senior Vice President
None
LAO
Connie F. Sjursen
 
Vice President
None
LAO
Jerry L. Slater
 
Senior Vice President
None
LAO-W
John H. Smet
 
Director
None
LAO
Rodney G. Smith
 
Senior Vice President
None
SNO
Stacy D. Smolka
 
Assistant Vice President
None
LAO
J. Eric Snively
 
Regional Vice President
None
LAO
Anthony L. Soave
 
Vice President
None
LAO
Therese L. Soullier
 
Vice President
None
LAO
Nicholas D. Spadaccini
 
Senior Vice President
None
LAO
Kristen J. Spazafumo
 
Vice President
None
LAO
Mark D. Steburg
 
Regional Vice President
None
LAO
Michael P. Stern
 
Regional Vice President
None
LAO
Brad Stillwagon
 
Vice President
None
LAO
Thomas A. Stout
 
Vice President
None
LAO
Craig R. Strauser
 
Senior Vice President
None
LAO
Libby J. Syth
 
Vice President
None
LAO
Drew W. Taylor
 
Vice President
None
LAO
Larry I. Thatt
 
Assistant Vice President
None
LAO
Gary J. Thoma
 
Vice President
None
LAO
Cynthia M. Thompson
 
Vice President
None
LAO
Mark R. Threlfall
 
Regional Vice President
None
LAO
David Tippets
 
Regional Vice President
None
IND
James P. Toomey
 
Vice President
None
IND
Christopher E. Trede
 
Vice President
None
LAO
Scott W. Ursin-Smith
 
Senior Vice President
None
SNO
Cindy Vaquiax
 
Vice President
None
LAO
Srinkanth Vemuri
 
Regional Vice President
None
LAO
J. David Viale
 
Senior Vice President
None
DCO
Bradley J. Vogt
 
Director
None
LAO
Sherrie S. Walling
Assistant Vice President
None
SNO
Chris L. Wammack
Assistant Vice President
None
LAO
Thomas E. Warren
Senior Vice President
None
LAO
Gregory J. Weimer
 
Senior Vice President
None
SFO
Gregory W. Wendt
 
Director
None
LAO
George J. Wenzel
 
Vice President
None
LAO
Jason M. Weybrecht
 
Regional Vice President
None
LAO
Brian E. Whalen
 
Vice President
None
LAO
William C. Whittington
 
Regional Vice President
None
LAO
N. Dexter Williams, Jr.
 
Senior Vice President
None
LAO
Alan J. Wilson
 
Director
None
LAO
Andrew L. Wilson
 
Vice President
None
LAO
Steven C. Wilson
 
Regional Vice President
None
LAO
Timothy J. Wilson
 
Senior Vice President
None
LAO
Kurt A. Wuestenberg
 
Vice President
None
 
William R. Yost
9463 Olympia Drive
Eden Prairie, MN  55347
 
Senior Vice President
None
LAO
Jason P. Young
 
Vice President
None
LAO
Jonathan A. Young
 
Regional Vice President
None
LAO
Scott D. Zambon
 
Regional Vice President
None

__________
DCO
Business Address, 3000 K Street N.W., Suite 230, Washington, DC 20007-5140
GVO-1
Business Address, 3 Place des Bergues, 1201 Geneva, Switzerland
HRO
Business Address, 5300 Robin Hood Road, Norfolk, VA 23513
IND
Business Address, 8332 Woodfield Crossing Blvd., Indianapolis, IN 46240
IRV
Business Address, 6455 Irvine Center Drive, Irvine, CA 92618
LAO
Business Address, 333 South Hope Street, Los Angeles, CA  90071
LAO-W
Business Address, 11100 Santa Monica Blvd., 15th Floor, Los Angeles, CA  90025
NYO
Business Address, 630 Fifth Avenue, 36 th Floor, New York, NY 10111
SFO
Business Address, One Market, Steuart Tower, Suite 1800, San Francisco, CA 94105-1016
SNO
Business Address, 3500 Wiseman Boulevard, San Antonio, TX  78251

(c)                      None


Item 28.                      Location of Accounts and Records

Accounts, books and other records required by Rules 31a-1 and 31a-2 under the Investment Company Act of 1940, as amended, are maintained and held in the offices of 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; 8332 Woodfield Crossing Boulevard, Indianapolis, Indiana 46240; 10001 North 92 nd Street, Suite 100, Scottsdale, Arizona 85258; 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, 270 Park Avenue, New York, New York 10017-2070.


Item 29.                      Management Services

None


Item 30.                      Undertakings

n/a
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940 the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and County of Los Angeles, and State of California on the 29 th day of August, 2008.


INTERNATIONAL GROWTH AND INCOME FUND, INC.


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 29, 2008 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/ Jennifer M. Buchheim                                            
Treasurer
 
(Jennifer M. Buchheim)
 
     
(3)
Directors:
 
 
Mary Jane Elmore*
Director
 
Robert A. Fox*
Director
 
Leonade D. Jones*
Chairman of the Board (Independent and Non-Executive)
 
William D. Jones*
Director
 
John M. Lillie*
Director
 
John G. McDonald*
Director
 
James J. Postl*
Director
 
Henry E. Riggs*
Director
 
Isaac Stein*
Director
 
s/ Steven T. Watson
Vice Chairman and Director
 
(Steven T. Watson)
 
 
Patricia K. Woolf*
Director
 
*By: /s/ Patrick F. Quan
 
 
(Patrick F. Quan, Attorney-in-Fact, Powers of Attorney enclosed)
 

Counsel represents that the amendment does not contain disclosures that would make the amendment ineligible for effectiveness under the provisions of Rule 485(b).

/s/ Michael J. Triessl
(Michael J. Triessl, Counsel)
POWER OF ATTORNEY

I, Mary Jane Elmore, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 
-
American Balanced Fund, Inc. (File No. 002-10758, File No. 811-00066)
 
-
The Income Fund of America, Inc. (File No. 002-33371, File No. 811-01880)
 
-
International Growth and Income Fund, Inc. (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
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Tanya Schneider
Courtney R. Taylor
Jennifer M. Buchheim

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

EXECUTED at San Francisco, CA , this 14 th day of August, 2008.
(City, State)


/s/ Mary Jane Elmore
Mary Jane Elmore, Board member
 
 
 
POWER OF ATTORNEY

I, Robert A. Fox, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 
-
American Balanced Fund, Inc. (File No. 002-10758, File No. 811-00066)
 
-
EuroPacific Growth Fund (File No. 002-83847, File No. 811-03734)
 
-
Fundamental Investors, Inc. (File No. 002-10760, File No. 811-00032)
 
-
The Growth Fund of America, Inc.  (File No. 002-14728, File No. 811-00862)
 
-
The Income Fund of America, Inc. (File No. 002-33371, File No. 811-01880)
 
-
International Growth and Income Fund, Inc. (File No. 333-152323, File No. 811-22215)
 
-
New Perspective Fund, Inc. (File No. 002-47749, File No. 811-02333)
 
-
New World Fund, Inc. (File No. 333-67455, File No. 811-09105)

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
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Tanya Schneider
Courtney R. Taylor
Jennifer M. Buchheim
Bryan K. Nielsen
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 Reno, NV , this 8 th day of August, 2008.
(City, State)


/s/ Robert A. Fox
Robert A. Fox, 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, Inc. (File No. 002-10758, File No. 811-00066)
 
-
Fundamental Investors, Inc. (File No. 002-10760, File No. 811-00032)
 
-
The Growth Fund of America, Inc. (File No. 002-14728, File No. 811-00862)
 
-
The Income Fund of America, Inc. (File No. 002-33371, File No. 811-01880)
 
-
International Growth and Income Fund, Inc. (File No. 333-152323, File No. 811-22215)
 
-
The New Economy Fund  (File No. 002-83848, File No. 811-03735)
 
-
SMALLCAP World Fund, Inc. (File No. 033-32785, File No. 811-05888)

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
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Tanya Schneider
Courtney R. Taylor
Jennifer M. Buchheim
David A. Pritchett
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 Washington, DC , this 11 th day of August, 2008.
(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”):

 
-
American Balanced Fund, Inc. (File No. 002-10758, File No. 811-00066)
 
-
AMCAP Fund, Inc. (File No. 002-26516, File No. 811-01435)
 
-
American Mutual Fund, Inc. (File No. 002-10607, File No. 811-00572)
 
-
The Income Fund of America, Inc. (File No. 002-33371, File No. 811-01880)
 
-
International Growth and Income Fund, Inc. (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
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Tanya Schneider
Courtney R. Taylor
Jennifer M. Buchheim
Karl C. Grauman
 

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

EXECUTED at San Diego, CA , this 7 th day of August, 2008.
(City, State)


/s/ William D. Jones
William D. Jones, Board member
 
 
 
POWER OF ATTORNEY

I, John M. Lillie, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 
-
American Balanced Fund, Inc. (File No. 002-10758, File No. 811-00066)
 
-
The Income Fund of America, Inc. (File No. 002-33371, File No. 811-01880)
 
-
International Growth and Income Fund, Inc. (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
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Tanya Schneider
Courtney R. Taylor
Jennifer M. Buchheim
 

 
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 Atherton, CA , this 8 th day of August, 2008.
(City, State)


/s/ John M. Lillie
John M. Lillie, Board member
 
 
 
POWER OF ATTORNEY

I, John G. McDonald, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 
-
American Balanced Fund, Inc. (File No. 002-10758, File No. 811-00066)
 
-
EuroPacific Growth Fund (File No. 002-83847, File No. 811-03734)
 
-
Fundamental Investors, Inc. (File No. 002-10760, File No. 811-00032)
 
-
The Growth Fund of America, Inc. (File No. 002-14728, File No. 811-00862)
 
-
The Income Fund of America, Inc. (File No. 002-33371, File No. 811-01880)
 
-
International Growth and Income Fund, Inc. (File No. 333-152323, File No. 811-22215)
 
-
The Investment Company of America (File No. 002-10811, File No. 811-00116)
 
-
New Perspective Fund, Inc. (File No. 002-47749, File No. 811-02333)
 
-
New World Fund, Inc. (File No. 333-67455, File No. 811-09105)

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
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Tanya Schneider
Courtney R. Taylor
Jennifer M. Buchheim
Bryan K. Nielsen
Jeffrey P. Regal
Carmelo Spinella

 
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 Stanford, CA , this 6 th day of August, 2008.
(City, State)


/s/ John G. McDonald
John G. McDonald, 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, Inc. (File No. 002-10758, File No. 811-00066)
 
-
The Income Fund of America, Inc. (File No. 002-33371, File No. 811-01880)
 
-
International Growth and Income Fund, Inc. (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 Fund and do hereby constitute and appoint

Vincent P. Corti
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Tanya Schneider
Courtney R. Taylor
Jennifer M. Buchheim
 

 
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 Fund 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 Houston, TX , this 7 th day of August, 2008.
(City, State)


/s/ James J. Postl
James J. Postl, Board member
 
 
 
POWER OF ATTORNEY

I, Henry E. Riggs, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

 
-
American Balanced Fund, Inc. (File No. 002-10758, File No. 811-00066)
 
-
Fundamental Investors, Inc. (File No. 002-10760, File No. 811-00032)
 
-
The Growth Fund of America, Inc. (File No. 002-14728, File No. 811-00862)
 
-
The Income Fund of America, Inc. (File No. 002-33371, File No. 811-01880)
 
-
International Growth and Income Fund, Inc. (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
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Tanya Schneider
Courtney R. Taylor
Jennifer M. Buchheim
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 Stanford, CA , this 11 th day of August, 2008.
(City, State)


/s/ Henry E. Riggs
Henry E. Riggs, Board member
 
 
 
POWER OF ATTORNEY

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

 
-
American Balanced Fund, Inc. (File No. 002-10758, File No. 811-00066)
 
-
The Income Fund of America, Inc. (File No. 002-33371, File No. 811-01880)
 
-
International Growth and Income Fund, Inc. (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
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Tanya Schneider
Courtney R. Taylor
Jennifer M. Buchheim
 

 
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 Menlo Park, CA , this 7 th day of August, 2008.
(City, State)


/s/ Isaac Stein
Isaac Stein, Board member
 
 
 
POWER OF ATTORNEY

I, Patricia K. Woolf, the undersigned Board member of the following registered investment companies (collectively, the “Funds”):

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

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
Chad L. Norton
Patrick F. Quan
Kimberly S. Verdick
Steven I. Koszalka
Tanya Schneider
Courtney R. Taylor
Jennifer M. Buchheim
David A. Pritchett
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 Princeton, NJ , this 6 th day of August, 2008.
(City, State)


/s/ Patricia K. Woolf
Patricia K. Woolf, Board member


INTERNATIONAL GROWTH AND INCOME FUND, INC.
 
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND



This certifies that                                 is the owner of fully paid and nonassessable Common Shares of Capital Stock, of the Class/Series and number indicated above, of the International Growth and Income Fund, Inc., each of the par value of One Tenth of One Cent, transferable on the books of the Corporation by the holder thereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed.  This certificate is not valid unless countersigned by the Transfer Agent.  (See reverse for certain abbreviations..

Witness, the facsimile signatures of duly authorized officers of the Corporation.


Dated:

Secretary
President
   


The issuer of the shares represented by this certificate will furnish to any shareholder upon request and without charge a full statement of the designations, preferences, limitations and relative rights of the shares of each class and series authorized to be issued, the variations in the relative rights and preferences between the shares of each class and series insofar as the same have been fixed and determined, and the authority of the board of directors or trustees to fix and determine the relative rights and preferences of classes and series of shares of the issuer.  If you would like a copy of the full statement, please write to the secretary of the issuer or its transfer agent.

Class B and Series B shares redeemed within six years of their purchase are subject to a deferred sales charge of up to 5%.  Class C and series C shares redeemed within one year of their purchase are subject to a deferred sales charge of 1%. In addition, during the month following the 96-month period that begins on the first day of the month in which class B and series B shares are purchased, such shares (along with shares of the same class and series purchased through reinvestment of dividends and other distributions on such shares) will automatically convert to class A shares (or common shares) on the basis of then current relative net asset values per share.  Similarly, during the month following the 120-month period that begins on the first day of the month in which class C and series C shares are purchased, such shares (along with shares of the same class and series purchased through reinvestment of dividends and other distributions on such shares) will automatically convert to class F shares (or alternative common shares, series F) on the basis of then current relative net asset values per share. The issuer may suspend such conversion in certain limited circumstances, in which case an exchange privilege will apply.  The issuer may require tender of this certificate prior to any conversion or exchange.  IF SUCH TENDER IS NOT REQUIRED, THE NUMBER OF SHARES REPRESENTED BY THIS CERTIFICATE AFTER SUCH CONVERSION OR EXCHANGE WILL BE DIFFERENT THAN THE NUMBER INDICATED ON THE FACE OF THIS CERTIFICATE.  Shareholders may return this certificate after any conversion or exchange and obtain a new certificate (or certificates) representing the actual number and type of shares owned.

NOTE:  SHARES REPRESENTED BY THIS CERTIFICATE MAY BE REDEEMED WITHOUT THE CONSENT OR APPROVAL OF THE SHAREHOLDER FOR THE THEN CURRENT NET ASSET VALUE PER SHARE IF AT SUCH TIME THE SHAREHOLDER OWNS OF RECORD SHARES HAVING AN AGGREGATE NET ASSET VALUE OF LESS THAN THE MINIMUM INITIAL INVESTMENT AMOUNT.


EXPLANATION OF ABBREVIATIONS

The following abbreviations, when used in the registration on the face of this certificate, shall have the meanings assigned below:


ADM
- Administratrix
FBO
-  For the benefit of
TTEE
-  Trustee
 
 
- Administrator
GDN
-  Guardian
U/A
-  Under agreement
 
COM PROP
- Community property
JT TEN
JTWROS
-  Joint tenants with right of survivorship
UDT
-  Underdeclaration of trust
 
CONS
- Conservator
   
UGMA/(State)
-  Uniform Gifts to Minors Act in effect in the state indicated
 
CUST
- Custodian
LIFE TEN
-   Life tenant
     
DTD
- Dated
(STATE)/TOD
-  Uniform Transfer on Death Act in effect in the state indicated
UTMA/(State)
-  Uniform Transfers to Minors Act in effect in the state indicated
 
EST
-   Estate
-   Of the estate
TR
Trust
U/W
- Last will and testament of
  Under last will and testament
  Under the will of
  Of the will of
 
 
ET AL
- And others of
TEN COM
-  Tenants in common
     
EXEC
- Executor
- Executrix
TEN ENT
-  Tenants by the entireties
     

Note:  Abbreviations refer where appropriate to the singular or plural, male or female.  Other abbreviations may also be used, including U.S. Postal Service two- letter state abbreviations .
 

REQUIREMENTS :   T he signature(s) on this assignment must correspond exactly with the name(s) written on the face of the certificate in every particular. Signature(s) must be guaranteed by an "eligible guarantor," such as a bank, savings association or credit union that is federally insured or a member firm of the National Association of Securities Dealers, Inc. A NOTARY PUBLIC IS NOT AN ACCEPTABLE GUARANTOR.

For value received, the undersigned hereby sell, assign, and transfer                          shares of the issuer represented by this certificate to:



(PLEASE PRINT OR TYPE NAME AND ADDRESS OF ASSIGNEE)

 
and do hereby irrevocably constitute and appoint                                              attorney to transfer these shares on the books of the issuer with full power of substitution.



     
Signature of owner
 
Date
     
Signature of co-owner, if any
 
Date

 
IMPORTANT:  BEFORE SIGNING, PLEASE READ AND COMPLY WITH THE REQUIREMENTS PRINTED ABOVE.
 
 

Signature(s) guaranteed by: ______________________________________________________________________
FORM OF

INTERNATIONAL GROWTH AND INCOME FUND, INC.

INVESTMENT ADVISORY AND SERVICE AGREEMENT


THIS AGREEMENT, dated and effective as of the 1st day of October, 2008, is made and entered into by and between INTERNATIONAL GROWTH AND INCOME FUND, INC., a Maryland  corporation (the “Fund”), and CAPITAL RESEARCH AND MANAGEMENT COMPANY, a Delaware corporation (the “Investment Adviser”).


W I T N E S S E T H


The Fund is an open-end diversified investment company of the management type, registered under the Investment Company Act of 1940, as amended (the "1940 Act").  The Investment Adviser is 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.

NOW, THEREFORE, in consideration of the premises and the mutual undertaking of the parties, it is covenanted and agreed as follows:

1.           The Fund hereby employs the Investment Adviser to provide investment advisory and administrative service to the Fund.  The Investment Adviser hereby accepts such employment and agrees to render the services and to assume the obligation to the extent herein set forth, for the compensation herein provided.  The Investment Adviser shall, for all purposes herein, be deemed an independent contractor and not an agent of the Fund.

2.           The Investment Adviser agrees to provide supervision of the portfolio of the Fund and to determine what securities or other property shall be purchased or sold by the Fund, giving due consideration to the policies of the Fund as expressed in the Fund’s Articles of Incorporation, By-Laws, Registration Statement under the 1940 Act, Registration Statement under the Securities Act of 1933, as amended (the “1933 Act”), as well as to the factors affecting the Fund’s status as a regulated investment company under the Internal Revenue Code of 1986, as amended.

The Investment Adviser shall furnish the services of persons to perform the executive, administrative, clerical, and bookkeeping functions of the Fund, including the daily determination of net asset value per share.  The Investment Adviser shall pay the compensation and travel expenses of all such persons, and they shall serve without any additional compensation from the Fund.  The Investment Adviser shall also, at its expense, provide the Fund with necessary office space (which may be in the offices of the Investment Adviser); all necessary office equipment and utilities; and general purpose forms, supplies, and postage used at the offices of the Fund.
3.           The Fund shall pay all its expenses not assumed by the Investment Adviser as provided herein.  Such expenses shall include, but shall not be limited to, expenses incurred in connection with the organization of the Fund, its qualification to do business as a foreign corporation in the State of California, and its registration as an investment company under the 1940 Act; custodian, stock transfer and dividend disbursing fees and expenses; service and distribution expenses pursuant to a plan under rule 12b-1 under the 1940 Act; expenses incurred for shareholder servicing, recordkeeping, transactional services, tax and informational returns and fund and shareholder communications; costs of designing and of printing and mailing to its shareholders reports, prospectuses, proxy statements, and notices to its shareholders; taxes; expenses of the issuance, sale, redemption, or repurchase of shares of the Fund (including registration and qualification expenses); legal and auditing fees and expenses; compensation, fees, and expenses paid to directors not affiliated with the Investment Adviser; association dues; and costs of any share certificates, stationery and forms prepared exclusively for the Fund.

4.           The Fund shall pay to the Investment Adviser on or before the tenth (10th) day of each month, as compensation for the services rendered by the Investment Adviser during the preceding month a fee calculated at the annual rate of:

0.69% on the first $500 million of average daily net assets;
0.59% on such assets in excess of $500 million to $1 billion,
plus 0.53% on such assets in excess of $1 billion.

Such fee shall be accrued daily and the daily rate computed based on the actual number of days per year.  For the purposes hereof, the net assets of the Fund shall be determined in the manner set forth in the Articles of Incorporation and Registration Statement of the Fund.  The advisory fee shall be payable for the period commencing on the date on which operations of the Fund begin and ending on the date of termination hereof and shall be prorated for any fraction of a month at the termination of such period.

5.           The Investment Adviser agrees that in the event the expenses of the Fund (with the exclusion of interest, taxes, brokerage costs, extraordinary expenses such as litigation and acquisitions or other expenses excludable under applicable state securities laws or regulations) for any fiscal year ending on a date on which this Investment Advisory and Service Agreement is in effect, exceed the expense limitations, if any, applicable to the Fund pursuant to state securities laws or any regulations thereunder, it will reduce its fee by the extent of such excess and, if required pursuant to any such laws or regulations, will reimburse the Fund in the amount of such excess.

6.           The expense limitation described in Section 5 shall apply only to Class A shares issued by the Fund and shall not apply to any other class(es) of shares currently offered by the Fund, or that the Fund may issue in the future.  Any new class(es) of shares issued by the Fund will not be subject to an expense limitation.  However, notwithstanding the foregoing, to the extent the Investment Adviser is required to reduce its management fee pursuant to provisions contained in Section 5 due to the expenses of the Class A shares exceeding the stated limit, the Investment Adviser will either (i) reduce its management fee similarly for other classes of shares, or (ii) reimburse the Fund for other expenses to the extent necessary to result in an expense reduction only for Class A shares of the Fund.

7.           This Agreement may be terminated at any time, without payment of any penalty, by the Directors of the Fund or by vote of a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Fund, on sixty (60) days' written notice to the Investment Adviser, or by the Investment Adviser on like notice to the Fund.  Unless sooner terminated in accordance with this provision, this Agreement shall continue until December 31, 2009.  It may thereafter be renewed from year to year by mutual consent; provided that such renewal shall be specifically approved at least annually by the Board of Directors of the Fund, or by vote of a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Fund.  In either event, it must be approved by a majority of those Directors who are not parties to such Agreement nor interested persons of any such party, at a meeting called for the purpose of voting on such approval.

8.           This Agreement shall not be assignable by either party hereto, and in the event of assignment (within the meaning of the 1940 Act) by the Investment Adviser shall automatically be terminated forthwith.

9.           Nothing contained in this Agreement shall be construed to prohibit the Investment Adviser from performing investment advisory, management, or distribution services for other investment companies and other persons or companies, nor to prohibit affiliates of the Investment Adviser from engaging in such businesses or in other related or unrelated businesses.

10.           The Investment Adviser shall not be liable to the Fund or its stockholders for any error of judgment, mistake of law, or for any loss arising out of any investment or for any act, or omission not involving willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties hereunder.

11.           It is understood that the name, "American Funds" and "Capital" or any derivatives thereof or logo associated with those names are the valuable property of the Investment Adviser and its affiliates, and that the Fund shall have the right to use such names (or derivatives or logos) only so long as this Agreement shall continue in effect.  Upon termination of this Agreement the Fund shall forthwith cease to use such names (or derivatives or logos).

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate original by their duly authorized officers.


INTERNATIONAL GROWTH AND
CAPITAL RESEARCH AND
AND INCOME FUND, INC.
MANAGEMENT COMPANY
   
   
By         
By           
Paul F. Roye
Timothy D. Armour
Executive Vice President and
President
Principal Executive Officer
 
   
   
By            
By           
Patrick F. Quan
Michael J. Downer
Secretary
Vice President and Secretary

 
PRINCIPAL UNDERWRITING AGREEMENT


THIS PRINCIPAL UNDERWRITING AGREEMENT, is between INTERNATIONAL GROWTH AND INCOME FUND, INC., a Maryland corporation (the "Fund"), and AMERICAN FUNDS DISTRIBUTORS, INC., a California corporation (the "Distributor").

W I T N E S S E T H:

WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end diversified investment company which offers fifteen classes of shares of common stock, designated as Class A shares, Class B shares, Class C shares, Class F-1 shares, Class F-2 shares, Class 529-A shares, Class 529-B shares, Class 529-C shares, Class 529-E shares, Class 529-F-1 shares, Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares, and Class R-5 shares, and it is a part of the business of the Fund, and affirmatively in the interest of the Fund, to offer shares of the Fund either from time to time or continuously as determined by the Fund ' s officers subject to authorization by its Board of Directors; and

WHEREAS, the Distributor is engaged in the business of promoting the distribution of shares of investment companies through securities broker-dealers; and

WHEREAS, the Fund and the Distributor wish to enter into an agreement with each other to promote the distribution of the shares of the Fund and of all series or classes of the Fund which may be established in the future;

NOW, THEREFORE, the parties agree as follows:

1.    (a)         The Distributor shall be the exclusive principal underwriter for the sale of the shares of the Fund and of each series or class of the Fund which may be established in the future, except as otherwise provided pursuant to the following subsection (b).  The terms "shares of the Fund" or "shares" as used herein shall mean shares of common stock of the Fund and each series or class which may be established in the future and become covered by this Agreement in accordance with Section 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 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 insure that such dealers are appropriately qualified to transact business in the shares under applicable laws, rules and regulations promulgated by such national, state, local or other governmental or quasi-governmental authorities as may in a particular instance have jurisdiction.

7.      The applicable public offering price of shares shall be the price which is equal to the net asset value per share, as shall be determined by the Fund in the manner and at the time or times set forth in and subject to the provisions of the Prospectus of the Fund.

8.      All orders for shares received by the Distributor shall, unless rejected by the Distributor or the Fund, be accepted by the Distributor immediately upon receipt and confirmed at an offering price determined in accordance with the provisions of the Prospectus and the 1940 Act, and applicable rules in effect thereunder.  The Distributor shall not hold orders subject to acceptance nor otherwise delay their execution.  The provisions of this Section shall not be construed to restrict the right of the Fund to withhold shares from sale under Section 26 hereof.

9.      The Fund or its transfer agent shall be promptly advised of all orders received, and shall cause shares to be issued upon payment therefor in New York or Los Angeles Clearing House Funds.

10.     The Distributor shall adopt and follow procedures as approved by the officers of the Fund for the confirmation of sales to dealers, the collection of amounts payable by dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the Securities and Exchange Commission or the Financial Industry Regulatory Authority ("FINRA"), as such requirements may from time to time exist.

11.     The Distributor, as principal underwriter under this Agreement for Class A shares, shall receive (i) that part of the sales charge which is retained by the Distributor after allowance of discounts to dealers, unless waived by the Distributor for certain qualified fee-based programs, as set forth in the Prospectus of the Fund, and (ii) amounts payable to the Distributor pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class A shares.

12.     The Distributor, as principal underwriter under this agreement for Class B shares shall receive (i) distribution fees as commissions for the sale of Class B shares and contingent deferred sales charges ("CDSC") (as defined below), as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average 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 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 shareholder service fees at the rate of 0.25% per annum of the average net asset value of Class F-1 shares 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").

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.

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 net asset value of Class 529-B shares pursuant to the Fund's Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-B shares (the "Class    529-B Plan").

(a)  In accordance with the Class 529-B Plan, and subject to the limit on asset-based sales charges set forth in NASD Conduct Rule 2830 (and any successor provision thereto), the Fund shall pay to the Distributor or, at the Distributor's direction, to a third-party, monthly in arrears on or prior to the 10 th business day of the following calendar month, the Distributor's Allocable Portion (as defined below) of a fee (the "Distribution Fee") which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class 529-B shares of the Fund outstanding on such day.  The Fund agrees to withhold from redemption proceeds of the Class 529-B shares, the Distributor's Allocable Portion of any CDSCs payable with respect to the Class 529-B shares, as provided in the Fund's Prospectus, and to pay the same over to the Distributor or, at the Distributor's direction to a third party, at the time the redemption proceeds are payable to the holder of such shares redeemed.  Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Class 529-B Plan.

(b)  For purposes of this Agreement, the term "Allocable Portion" of Distribution Fees and CDSCs payable with respect to Class 529-B shares shall mean the portion of such Distribution Fees and CDSC allocated to the Distributor in accordance with the Allocation Schedule attached hereto as Schedule C.

(c)  The Distributor shall be considered to have completely earned the right to the payment of its Allocable Portion of the Distribution Fees and the right to payment of its Allocable Portion of the CDSCs with respect to each "Commission Share" (as defined in the Allocation Schedule attached hereto as Schedule C) upon the settlement date of such Commission Share taken into account in determining the Distributor's Allocable Portion of Distribution Fees.

(d)  The provisions set forth in Section 1 of the Class 529-B Plan (in effect on the date hereof) relating to Class 529-B shares, together with the related definitions are hereby incorporated into this Section 17 by reference with the same force and effect as if set forth herein in their entirety.

18.              The Distributor, as principal underwriter under this agreement for Class 529-C shares shall receive (i) distribution fees as compensation for the sale of Class 529-C shares and CDSCs, as set forth in the Fund's Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average 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 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 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").

20.     The Distributor, as principal underwriter under this agreement for Class 529-F-1 shares, shall receive shareholder service fees at the rate of 0.25% per annum of the average net asset value of Class 529-F-1 shares 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").

21.     The Distributor, as principal underwriter under this agreement for each of the Class R shares shall receive (i) distribution fees as compensation for the sale of Class R-1, R-2, R-3, R-4 and R-5 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 net assets of the respective share class.  Fees shall accrue daily and be paid monthly.


Share Class
Distribution Fee
Service Fee
Class R-1
0.75%
0.25%
Class R-2
0.50%
0.25%
Class R-3
0.25%
0.25%
Class R-4
0.00%
0.25%
Class R-5
0.00%
0.00%


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 Directors or the President or any Vice President of the Fund determines that such offer or sale is not in the best interest of the Fund.  The Fund will give prompt notice to the Distributor of any withholding and will indemnify it against any loss suffered by the Distributor as a result of such withholding by reason of 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 Directors or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund or such series or class.

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, or gross negligence.

30.             This Agreement shall become effective on October 1, 2008. Unless sooner terminated in accordance with the other provisions hereof, this Agreement shall continue in effect until December 31, 2008, and shall continue in effect from year to year thereafter but only so long as such continuance is specifically approved at least annually by (i) the vote of a majority of the Independent Directors of the Fund cast in person at a meeting called for the purpose of voting on such approval, and (ii) the vote of either a majority of the entire Board of Directors of the Fund or a majority (within the meaning of the 1940 Act) of the outstanding voting securities of the Fund.

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 Directors and the Independent Directors 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.

This Agreement may be approved, amended, continued or renewed with respect to a series or class as provided herein notwithstanding such approval, amendment, continuance or renewal has not been effected with respect to any one or more other series or class of the Fund.

This Agreement shall be construed under and shall be governed by the laws of the State of California, and the parties hereto agree that proper venue of any action with respect hereto shall be Los Angeles County, California.


IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate original by their officers thereunto duly authorized, as of October 1, 2008.



AMERICAN FUNDS DISTRIBUTORS, INC.
INTERNATIONAL GROWTH AND
 
INCOME FUND, INC.
   
   
By:          
By:           
Kevin G. Clifford
Paul F. Roye
President
Executive Vice President and
 
Principal Executive Officer
   
   
By:          
By:           
David M. Givner
Patrick F. Quan
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 Non–Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.

PART I: ATTRIBUTION OF CLASS B SHARES

Class B shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

(1)            Commission Shares other than Omnibus Shares :

(a)  Commission Shares that are not Omnibus Shares ("Non-Omnibus Commission Shares") attributed to the Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class B shares of the Fund.

(b)  Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class B shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class B shares of the Fund.

(c)  A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the " Redeeming Fund ") in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.

(2)            Free Shares :

Free Shares that are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date; provided that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

(3)            Omnibus Shares :

Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date; provided that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

PART II: ALLOCATION OF CDSCs

(1)            CDSCs Related to the Redemption of Non-Omnibus Commission Shares :

CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.

(2)            CDSCs Related to the Redemption of Omnibus Shares :

CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the  Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of 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

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.





















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[logo –American Funds®]

 
American Funds Distributors, Inc.
 
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-5475, ext. 59
 
Selling group agreement


Ladies and Gentlemen:

We have entered into a principal underwriting agreement with each Fund in The American Funds Group (Funds) under which we are appointed exclusive agent for the sale of shares.  As such agent we offer to sell to you as a member of a Selling Group, shares of the Funds as are qualified for sale in your state, on the terms set forth below.  We are acting as an underwriter within the meaning of the applicable rules of the National Association of Securities Dealers, Inc. (NASD).  In addition, we are the distributor of CollegeAmerica (Program), a college savings program as described in Section 529 of the Internal Revenue Code.


1.      Authorization to Sell
You are to offer and sell shares only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. This Agreement on your part runs to us and to the respective Funds and is for the benefit of and enforceable by each. The offering Prospectuses and this Agreement set forth the terms applicable to members
of the Selling Group and all other representations or documents are subordinate.  You understand that Class 529 shares of the Funds are available only as underlying investments through the Program.


2.      Compensation on Sales of Class A Shares and Class 529-A Shares
 
a.
On sales of Class A shares and Class 529-A shares of Funds listed in Category 1 on the attached Schedule A that are accepted by us and for which you are responsible, you will be paid dealer concessions as follows:

Concession as                                 Sales Charge
Percentage of                                as Percentage
Purchases                                                            Offering Price                                of Offering Price
Less than $25,000
5.00%
5.75%
$25,000 but less than $50,000
4.25%
5.00%
$50,000 but less than $100,000
3.75%
4.50%
$100,000 but less than $250,000
2.75%
3.50%
$250,000 but less than $500,000
2.00%
2.50%
$500,000 but less than $750,000
1.60%
2.00%
$750,000 but less than $1,000,000
1.20%
1.50%
$1,000,000 or more
See below
None

 
b.
On sales of Class A shares and Class 529-A shares of Funds listed in Category 2 on the attached Schedule A that are accepted by us and for which you are responsible, you will be paid the same dealer concessions indicated above except as follows:
 

 
Concession as                               Sales Charge
Percentage of                              as Percentage
Purchases                                                            Offering Price                              of Offering Price
Less than $100,000
3.00%
3.75%
 
 
 
 
c.
If you initiate and are responsible for sales of Class A shares and Class 529-A shares, a) amounting to $1 million or more,
 
b) made to employer-sponsored defined contribution-type retirement plans that qualify to invest at net asset value under the terms of the Fund Prospectuses, or c) made at net asset value to endowments and foundations with assets of $50 million or more, you will be paid a dealer concession of 1.00% on sales to $4 million, plus 0.50% on amounts over $4 million up to $10 million, plus 0.25% on amounts over $10 million. No dealer concessions are paid on any other sales of shares at net asset value, except that concessions may be paid to dealers on their sales of fund shares to accounts managed by affiliates of The Capital Group Companies, Inc. as set forth in this Agreement.  Sales of shares of Washington Mutual Investors Fund below $1 million made in connection with certain accounts established before September 1, 1969 are subject to reduced concessions and sales charges as described in the Washington Mutual Investors Fund Prospectus.  With respect to sales of shares of any tax-exempt fund, the concession schedule for sales of shares to endowments and foundations or retirement plans of organizations with assets of $50 million or more is inapplicable.  The schedules of sales charges above apply to single purchases, concurrent purchases of two or more of the Funds (except those listed in Category 3 on the attached Schedule A), and purchases made under a statement of intention and pursuant to the right of accumulation, both of which are described in the Prospectuses.

 
d.
On sales of Class A shares and Class 529-A shares of Funds listed in Category 3 on the attached Schedule A, no dealer concessions will be paid.


3.      Compensation on Sales of Class B Shares and Class 529-B Shares
 
a.
On sales of Class B shares and Class 529-B shares of Funds listed in Category 1 and Category 2 on the attached
 
Schedule A that are accepted by us and for which you are responsible, you will be paid:
• a dealer concession of 3.75% of the amount invested, plus
 
• an immediate service fee of 0.25% of the amount invested.

 
b.
On sales of Class B shares and Class 529-B shares of Funds listed in Category 3 on the attached Schedule A, no dealer concessions will be paid.


4.      Ongoing Service Fees for Class A, Class 529-A, Class B and Class 529-B Shares
We are also authorized to pay you continuing service fees each quarter with respect to the Class A, Class 529-A, Class B and Class 529-B shares of all the Funds to promote selling efforts and to compensate you for providing certain services to your clients, subject to your compliance with the following terms, which may be revised by us from time to time. Your eligibility to continue receiving this compensation will be evaluated periodically, and your failure to comply with the terms below may result in our discontinuing service fee payments to you.  Initial qualification does not assure continued participation, and this service fee program may be amended or terminated by us at any time as indicated below.

 
a.
You agree to cooperate as requested with programs that we provide to enhance shareholder service. You also agree
 
to assume an active role in providing shareholder services such as processing purchase and redemption transactions, establishing shareholder accounts, and providing certain information and assistance with respect to the Funds.  Redemption levels of shareholder accounts assigned to you will be considered in evaluating your continued participation in this service fee program.

 
b.
You agree to support our marketing efforts by granting reasonable requests for visits to your offices by our wholesalers and, to the extent applicable, by including all Funds covered by this Agreement on your “approved” list.

 
c.
You agree to assign an individual to each shareholder account on your books and to reassign the account should
 
that individual no longer be assigned to the account.  You agree to instruct each such individual to regularly contact shareholders having accounts so assigned.

 
d.
You agree to pass through either directly or indirectly to the individual(s) assigned to such accounts a share of the service fees paid to you pursuant to this Agreement.  You recognize that the service fee is intended to compensate the individual for providing, and encourage the individual to continue to provide, service to the account holder.

 
e.
You acknowledge that (i) all service fee payments are subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time, (ii) in order to receive a service fee for a particular quarter,
 
the fee must amount to at least $100, and (iii) no service fees will be paid on shares purchased under the net asset
 
value purchase privilege as described in the Funds’ statements of additional information.

 
f.
On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in Category 1 and Category 2 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:

 
Annual Service Fee Rate
Shares with a first anniversary of purchase before 7-1-88 *
0.15%
Shares with a first anniversary of purchase on or after 7-1-88
0.25%
Shares of state-specific tax-exempt funds
0.25%
 
 
g.
On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in Category 3 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:

 
Annual Service Fee Rate
All Shares
0.15%


5.      Compensation on Sales of Class C Shares and Class 529-C Shares
 
a.
On sales of Class C shares and Class 529-C shares of Funds listed in Category 1 and Category 2 on the attached
 
Schedule A that are accepted by us and for which you are responsible, we will pay you:
• a dealer concession of 0.75% of the amount invested, plus
• an immediate service fee of 0.25% of the amount invested.

 
b.
In addition, we will pay you ongoing compensation on a quarterly basis at the annual rate of 1.00% of the average daily net asset value of Class C shares and Class 529-C shares of Funds listed in Category 1, Category 2 and Category 3 on the attached Schedule A that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made.  The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.


6.      Compensation on Sales of Class 529-E Shares
We will pay you ongoing compensation on a quarterly basis at the annual rate of 0.50% of the average daily net asset value of Class 529-E shares of Funds listed in Category 1, Category 2 and Category 3 on the attached Schedule A that are held in an account assigned to you at the end of the quarter for which payment is made.  The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.


7.      Retirement Plan Share Classes (R shares) and Account Options (for retirement plans only)
 
a.
We will pay you ongoing compensation on a quarterly basis, at the applicable annual rate set forth below, of the average daily net asset value of R shares of Funds listed in Category 1, Category 2 and Category 3 on the attached Schedule A that are held in a retirement plan (Plan) account assigned to you at the end of the quarter for which payment is made.  The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.  We expect that you will maintain one account for each of your Plan customers on the books of the Funds.

R Share Class
Annual Compensation Rate
Class R-1
1.00%
Class R-2
0.75%
Class R-3
0.50%
Class R-4
0.25%
Class R-5
No compensation paid

 
b.
If you hold Plan accounts in an omnibus account ( i.e., multiple Plans in one account on the books of the Funds), Plans that are added to the omnibus account after May 15, 2002 may invest only in R shares, and you must execute an Omnibus Addendum to the Selling Group Agreement, which you can obtain by calling our Home Office Service Team at 800/421-5475, extension 59.


8.      Order Processing
Any order by you for the purchase of shares of the respective Funds through us shall be accepted at the time when it is received by us (or any clearinghouse agency that we may designate from time to time), and at the offering and sale price next determined, unless rejected by us or the respective Funds.  In addition to the right to reject any order, the Funds have reserved the right to withhold shares from sale temporarily or permanently. We will not accept any order from you that is placed on a conditional basis or subject to any delay or contingency prior to execution.  The procedure relating to the handling of orders shall be subject to instructions that we shall forward from time to time to all members of the Selling Group.  The shares purchased will be issued
by the respective Funds only against receipt of the purchase price, in collected New York or Los Angeles Clearing House funds subject to deduction of all concessions on such sale (reallowance of any concessions to which you are entitled on purchases at net asset value will be paid through our direct purchase concession system).  If payment for the shares purchased is not received within three days after the date of confirmation the sale may be cancelled forthwith, by us or by the respective Funds, without any responsibility or liability on our part or on the part of the Funds, and we and/or the respective Funds may hold you responsible for any loss, expense, liability or damage, including loss of profit suffered by us and/or the respective Funds, resulting from your delay or failure to make payment as aforesaid.


9.      Timeliness of Submitting Orders
You are obliged to date and indicate the time of receipt of all orders you receive from your customers and to transmit promptly
all orders to us in time to provide for processing at the price next determined after receipt by you, in accordance with the Prospectuses.  You are not to withhold placing with us orders received from any customers for the purchase of shares.  You shall not purchase shares through us except for the purpose of covering purchase orders already received by you, or for your bona fide investment.


10.           Repurchase of Shares
If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full concessions paid to you on the original sale.


11.           Processing Redemption Requests
You shall not purchase any share of any of the Funds from a record holder at a price lower than the net asset value next determined by or for the Funds’ shares.  You shall, however, be permitted to sell any shares for the account of a shareholder
of the Funds at the net asset value currently quoted by or for the Funds’ shares, and may charge a fair service fee for handling the transaction provided you disclose the fee to the record owner.


12.           Prospectuses and Marketing Materials
We shall furnish you without charge reasonable quantities of offering Prospectuses (including any supplements currently in effect), current shareholder reports of the Funds, and sales materials issued by us from time to time.  In the purchase of shares through us, you are entitled to rely only on the information contained in the offering Prospectus(es).  You may not publish any advertisement or distribute sales literature or other written material to the public that makes reference to us or any of the Funds (except material that we furnished to you) without our prior written approval.


13.           Effect of Prospectus
This Agreement is in all respects subject to statements regarding the sale and repurchase or redemption of shares made in offering Prospectuses of the Funds, and to the applicable Rules of the NASD, which shall control and override any provision
to the contrary in this Agreement.


14.           Relationship of Parties
You shall make available shares of the Funds only through us.  In no transaction (whether of purchase or sale) shall you have any authority to act as agent for, partner of, or participant in a joint venture with us or with the Funds or any other entity having either a Selling Group Agreement or other Agreement with us.


15.           State Securities Qualification
We act solely as agent for the Funds and are not responsible for qualifying the Funds or their shares for sale in any jurisdiction.  Upon written request we will provide you with a list of the jurisdictions in which the Funds or their shares are qualified for sale.
We also are not responsible for the issuance, form, validity, enforceability or value of Fund shares.


16.           Representations
 
a.
You represent that (a) you are a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations and are complying with and will continue to comply with all applicable federal and state laws, rules and regulations, (b) you are a member of the NASD, (c) your membership with the NASD is not currently suspended or terminated and (d) to the extent you offer any Class 529 shares, you are properly registered to offer such shares. You agree
 
to notify us immediately in writing if any of the foregoing representations ceases to be true to a material extent.

 
b.
We represent that (a) we are acting as an underwriter within the meaning of the applicable rules of the NASD and are complying with and will continue to comply with all applicable federal and state laws, rules and regulations, (b) we are a member of the NASD and (c) our membership with the NASD is not currently suspended or terminated.   We agree to notify you immediately in writing if any of the foregoing representations ceases to be true to a material extent.


17.           Confidentiality
Each party to this Agreement agrees to maintain all information received from the other party pursuant to this Agreement in confidence, and each party agrees not to use any such information for any purpose, or disclose any such information to any person, except as permitted by applicable laws, rules and regulations.  This provision shall survive the termination of this Agreement.


18.           Termination
Either of us may cancel this Agreement at any time by written notice to the other.


19.           Notices
All communications to us should be sent to the above address.  Any notice to you shall be duly given if mailed or sent by overnight courier to you at the address specified by you below.


*           *           *           *           *



 
* Except U.S. Government Securities Fund, which pays service fees at the 0.25% rate on all shares held at least 12 months.
  Execute this Agreement in duplicate and return one of the duplicate originals to us for our file.  This Agreement (i) may be amended by notification from us and orders
  received following such notification shall be deemed to be an acceptance of any such amendment and (ii) shall be construed in accordance with the laws of the State of
  California.


Very truly yours,
American Funds Distributors, Inc.


By  _______________________                                                                         
Kevin G. Clifford
President



Accepted

__________________________
Firm


By  _______________________                                                                         
Officer or Partner

_______________________
Print Name

_______________________
Title


Address:

_______________________

_______________________


Date:
 
_______________________

 
Schedule A
May 15, 2002
(supersedes Schedule A dated January 1, 2002)

 
A
B
C
529-A
529-B
529-C
529-E
R-1
R-2
R-3
R-4
R-5
Category 1
                       
AMCAP Fund
l
l
l
l
l
l
l
l
l
l
l
l
American Balanced Fund
l
l
l
l
l
l
l
l
l
l
l
l
American Mutual Fund
l
l
l
l
l
l
l
l
l
l
l
l
Capital Income Builder
l
l
l
l
l
l
l
l
l
l
l
l
Capital World Growth and Income Fund
l
l
l
l
l
l
l
l
l
l
l
l
EuroPacific Growth Fund
l
l
l
l
l
l
l
l
l
l
l
l
Fundamental Investors
l
l
l
l
l
l
l
l
l
l
l
l
Growth Fund of America
l
l
l
l
l
l
l
l
l
l
l
l
Income Fund of America
l
l
l
l
l
l
l
l
l
l
l
l
Investment Company of America
l
l
l
l
l
l
l
l
l
l
l
l
New Economy Fund
l
l
l
l
l
l
l
l
l
l
l
l
New Perspective Fund
l
l
l
l
l
l
l
l
l
l
l
l
New World Fund
l
l
l
l
l
l
l
l
l
l
l
l
SMALLCAP World Fund
l
l
l
l
l
l
l
l
l
l
l
l
Washington Mutual Investors Fund
l
l
l
l
l
l
l
l
l
l
l
l
                         
Category 2
                       
American High-Income Trust
l
l
l
l
l
l
l
l
l
l
l
l
American High-Income Municipal Bond Fund
l
l
l
na
na
na
na
na
na
na
na
na
Bond Fund of America
l
l
l
l
l
l
l
l
l
l
l
l
Capital World Bond Fund
l
l
l
l
l
l
l
l
l
l
l
l
Intermediate Bond Fund of America
l
l
l
l
l
l
l
l
l
l
l
l
Limited Term Tax-Exempt Bond Fund of America
l
l
l
na
na
na
na
na
na
na
na
na
Tax-Exempt Bond Fund of America
l
l
l
na
na
na
na
na
na
na
na
na
Tax-Exempt Fund of California
l
l
l
na
na
na
na
na
na
na
na
na
Tax-Exempt Fund of Maryland
l
l
l
na
na
na
na
na
na
na
na
na
Tax-Exempt Fund of Virginia
l
l
l
na
na
na
na
na
na
na
na
na
U.S. Government Securities Fund
l
l
l
l
l
l
l
l
l
l
l
l
                         
Category 3
                       
Cash Management Trust of America
l
e
e
l
e
e
l
l
l
l
l
l
Tax-Exempt Money Fund of America
l
na
na
na
na
na
na
na
na
na
na
na
U.S. Treasury Money Fund of America
l
na
na
na
na
na
na
l
l
l
l
l
                         
Notes and symbols
Class F and Class 529-F shares are available pursuant to a separate agreement.
l         Share class is available.
e        Share class is available for exchanges only.
na         Share class is not available.
 
 

 
[logo – American Funds®]

 
American Funds Distributors, Inc.
 
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-5475, ext. 59
 
Omnibus addendum to the
 
Selling group agreement
(for retirement plan share classes (R shares) only)

Ladies and Gentlemen:

This Omnibus Addendum (Addendum) to the Selling Group Agreement (Agreement 1 ) into which we previously entered is made by and between you and American Funds Distributors, Inc. as of the date indicated below.  This Addendum constitutes the agreement between you and us in respect of your holding retirement plan (Plan) accounts in an omnibus account on the books of the Funds.  All terms of the Agreement and of addenda to the Agreement dated on or prior to the date of this Addendum continue in full force and effect.  If any provision of the Agreement or any addenda to the Agreement is inconsistent with this Addendum, this Addendum shall supersede such other provisions.

Requirements to Maintain Retirement Plan Omnibus Accounts
 
a.
In order for you to hold Plan accounts in an omnibus account on the books of the Funds, you agree to provide us, for each Plan account in the omnibus account, with the following information current as of the end of each calendar month, within fifteen (15) calendar days following the end of such month, and in a file layout conforming to the attached Exhibit A, which may be modified by us from time to time:

1.  
Plan’s name
2.  
Selling representative’s name
 
3.
Selling representative’s number
 
4.
Selling representative’s street address, city, state and zip code
5.  
Selling representative’s branch number
6.  
Name of the firm assigned to the Plan’s account
7.  
The American Funds-designated number identifying the firm assigned to the Plan’s account
 
8.
For each share class of a Fund held by the Plan—
 
(i)
the share class’ CUSIP number
 
(ii)
the dollar amount of investments to the Fund during the month (Include investments from mapped takeover assets, participant contributions and employer contributions.  Do not include participant-initiated transactions that result in (A) asset movement between the Fund and other American Funds or (B) investments to the Fund from other mutual fund families.)
 
(iii)
the dollar amount of redemptions from the Fund during the month (Include redemptions or distributions due to a participant’s separation of service or the removal of the Fund as an investment option within the Plan.  Do not include participant-initiated transactions that result in (A) asset movement between the Fund and other American Funds or (B) asset movement from the Fund to other mutual fund families.)


 
1 Agreement means the Selling Group Agreement, Bank Selling Group Agreement, or Institutional Selling Group Agreement, as the case may be, into which we previously
  entered.

Please note that if you are an institution that conducts retirement plan business through only one branch and has no representatives (such as a bank), then you are required to provide only the information listed in items 1, 6, 7 & 8 above.

 
b.
If we find a significant discrepancy between the information contained in files you send us and the information contained in our own records, you agree to cooperate with us to resolve the discrepancy.

 
c.
If you provide third parties with trading or clearing services, you may not give such third parties access to the Funds without our written consent.

Should you hold Plan accounts in an omnibus account, failure to comply with the requirements set forth above will constitute a breach of the Agreement, thereby giving us the right to terminate the Agreement.


*           *           *           *           *

Execute this Addendum in duplicate and return one of the duplicate originals to us for our file.  This Addendum (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment and (ii) shall be construed in accordance with the laws of the State of California.

Very truly yours,
American Funds Distributors,


By  _______________________                                                                         
Kevin G. Clifford
President


Accepted

__________________________
Firm

By _______________________                                                                          
Officer or Partner

_______________________
Print Name

_______________________
Print Title

Address:                                                                           

_______________________
 
_______________________

Date:
 
_______________________
 
 
EXHIBIT A


Header Record:  This is the first record in the file.
 
Field Name
Format
Length
Required?
1.  
‘H’
(Header Record Identifier)
Alpha
1
Y
2.  
Dealer Number
(Format:  right justified, zero filled)
Numeric
7
Y
3.  
Sales Month Date
(Format: YYYYMM)
Numeric
6
Y

Detail Record - Settled trades only
 
Field Name
Format
Length
Required?
4.  
‘D’
(Detail Record Identifier)
Alpha
1
Y
5.  
Unique Record ID
(Unique identifier for each detail record; sequence number)
(Format:  right justified, zero filled)
Alphanumeric
9
Y
6.  
Omnibus Account Number (from daily trades)
 (Format:  right justified, zero filled)
Numeric
11
Y
7.  
Fund Cusip Number
(Format:  right justified, zero filled)
Alphanumeric
9
Y
8.  
Financial Institution’s Name
(Firm the Rep works for)
(Format:  left justified, followed by spaces)
Alphanumeric
70
Y
9.  
Financial Institution’s Number
(Format:  right justified, zero filled)
Numeric
7
Y
10.  
Financial Adviser’s Office Number
(Format:  left justified, followed by spaces)
Alphanumeric
9
Y
11.  
Financial Adviser’s ID
(Format:  left justified, followed by spaces)
Alphanumeric
9
Y
12.  
Investment Amount – New Money to AF
Investments from mapped takeover assets, participant contributions and employer contributions.  Include transactions that result in asset movement into the Fund from other fund families, i.e., new money to AF.  Do not include participant-initiated transactions that result in asset movement into the Fund from other American Funds.
(Format note: Enter as a positive number, right justified, zero filled, implied 2 decimal positions.
 For example: 000000123456789 if the amount is $1,234,567.89
Reversals/corrections that go into this bucket should be negative amounts)
Numeric
13.2
Y
13.  
Non-Commissionable Investment Amount
Include loan repayments.  Do not include participant-initiated transactions that result in (A) asset movement between the Fund and other American Funds or (B) asset movement into the Fund from other fund families.
(See format note on Investment Amount.
Reversals/corrections that go into this bucket should be negative amounts)
Numeric
13.2
 
14.  
Exchange Purchase Amount – From Money Market
Exchange purchases that result in asset movement to the Fund from an AF money market.
(See format note on Investment Amount.
Reversals/corrections that go into this bucket should be negative amounts)
Numeric
13.2
 

Detail Record (continued)
 
Field Name
Format
Length
Required?
15.  
Exchange Purchase Amount – Old Money
Exchange purchases that result in asset movement to the Fund from other non money market American Funds.
(See format note on Investment Amount.
Reversals/corrections that go into this bucket should be negative amounts)
Numeric
13.2
 
16.  
Redemption Amount
Redemptions or distributions due to a participant’s separation of service.  Include loan withdrawals.  Do not include participant-initiated transactions that result in (A) asset movement between the Fund and other American Funds or (B) asset movement from the Fund to other mutual fund families.
(See format note on Investment Amount.)
Numeric
13.2
Y
17.  
Exchange Redemption Amount – Out of AF
Exchange redemptions that result in asset movement from the Fund to other mutual fund families.
(See format note on Investment Amount.)
Numeric
13.2
 
18.  
Exchange Redemption Amount – Within AF
Exchange redemptions that result in asset movement between the Fund and other American Funds.
(See format note on Investment Amount.)
Numeric
13.2
 
19.  
Line of Business Code*
Alpha
4
 
20.  
Plan Number
Unique identifier for the plan
(Also may be known as omnibus trader’s internal plan account number )
Alphanumeric
20
 
21.  
Plan Name
Alphanumeric
70
 
22.  
Financial Adviser’s First Name
Alpha
15
 
23.  
Financial Adviser’s Middle Initial
Alpha
1
 
24.  
Financial Adviser’s Last Name
Alpha
20
 
25.  
Financial Adviser’s Suffix
Sr., Jr., III, etc.
Alpha
20
 
26.  
Financial Adviser’s Street Address 1
(Items 26 – 30 are the Address, City, State and Zip where the Rep works.)
Alphanumeric
35
 
27.  
Financial Adviser’s Street Address 2
Alphanumeric
35
 
28.  
Financial Adviser’s City
Alpha
35
Y
29.  
Financial Adviser’s State
Alpha
2
Y
30.  
Financial Adviser’s Zip
Alphanumeric
10
Y
31.  
Month-end Assets
(See format note on Investment Amount.)
Numeric
15.2
 
32.  
Month-end Share Balance
Numeric
11.4
 
33.  
Filler
Alphanumeric
40
 
Record Length for Detail Records = 569
Trailer Record:  This is the last record in the file.
 
Field Name
Format
Length
Required?
34.  
‘T’
(Trailer Record Identifier)
Alpha
1
Y
35.  
Dealer Number
Numeric
7
Y
36.  
Number of Detail Records
(Format:  right justified, zero filled)
Numeric
9
Y
37.  
Total Investment Amount
Calculation: total of fields 12, 13, 14, and 15
(See format note on Detail Record Investment Amount)
Numeric
15.2
Y
38.  
Total Redemption Amount
Calculation:  total of fields 16, 17, and 18
(See format note on Detail Record Investment Amount)
Numeric
15.2
Y
Record Length for Trailer Record = 51


* Codes to use for line of business:
Social Code
Description
0056
457 Deferred Compensation (Non-CBT)
0059
Deferred Compensation/Rabbi Trust (Non-CBT)
0076
Retirement Plans/Other (Non-CBT)
0078
403B ER & EE (Non-CBT)
0081
401K (Non-CBT)
0083
Simple 401K (Non-CBT)
0250
RecordKeeper Connect 401(K)
0251
RecordKeeper Connect Money Purchase
0252
RecordKeeper Connect Profit Sharing
0253
RecordKeeper Connect 403(B)
0254
RecordKeeper Connect 457
0255
RecordKeeper Connect Non-Qualified
0256
RecordKeeper Connect Defined Benefit

ER = Employer sponsored
EE = Employee sponsored
CBT = Capital Bank & Trust
 
 

 

 
[logo – American Funds ®]
American Funds Distributors, Inc.
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-9900, ext. 4

October 2006

To Our Dealer Friends,

As you may know, shares of our newest fund in the American Funds family, Short-Term Bond Fund of America, will be available for sale to the public beginning November 1, 2006. Short-Term Bond Fund of America is designed to provide current income and capital preservation by investing in high-quality short-term bonds. The purpose of this notice is to amend your selling group agreement (the “Agreement”) with American Funds Distributors to reflect this new fund as well as certain other changes.

As compared to other American Funds bond funds, Short-Term Bond Fund of America will have a new concession schedule for Class A (including 529-A) shares that provides a maximum dealer concession of 2.00% on investments. Beginning Nov. 1, 2006, this new Class A concession schedule will also apply to Intermediate Bond Fund of America and Limited Term Tax-Exempt Bond Fund of America. However, please note that for these three funds, ongoing service fees for Class A shares and compensation on all other share classes will remain unchanged. Also beginning Nov. 1, 2006, Class B, C, 529-B and 529-C shares of all three funds will be available through exchanges only.

As a result of the new Class A concession schedule discussed above, we are creating a new category of compensation for purposes of the Agreement. Funds currently assigned to Category 3 in the Agreement, including all current references to “Category 3,” will now be relabeled as “Category 4.”  Short-Term Bond Fund of America, Intermediate Bond Fund of America and Limited Term Tax-Exempt Bond Fund of America will now comprise new Category 3. These changes are detailed in the Agreement amendment set forth below.

In consideration of the foregoing, the Agreement is amended as follows effective November 1, 2006:

1.   Each instance of “Category 3” in the body of the Agreement is replaced by “Category 4.”

2.   The existing Schedule A to the Agreement is replaced in its entirety by the new Schedule A attached hereto.

3.   A concession schedule for the new Category 3 Funds is added to the Agreement as follows:

On sales of Class A shares and Class 529-A shares of Funds listed in Category 3 on the attached Schedule A that are accepted by us and for which you are responsible, you will be paid dealer concessions as follows:
 

 
 
Concession as
Sales Charge
 
Percentage of
as Percentage
Purchases
Offering Price
of Offering Price
Less than $500,000
2.00%
2.50%
$500,000 but less than $750,000
1.60%
2.00%
$750,000 but less than $1 million
1.20%
1.50%
$1 million or more
See Agreement
None

4.           Ongoing service fees for Class A and Class 529-A shares and compensation on all other share classes as currently stated in the Agreement for Category 2 Funds, shall also apply to the new Category 3 Funds.

*           *           *           *           *

The Agreement remains unchanged in all other respects. Any order for Fund shares received by us beginning November 1, 2006 shall be deemed an acceptance of this amendment to your Agreement.

Very truly yours,


Kevin G. Clifford’

Schedule A
November 1, 2006
(supersedes all previous versions of Schedule A – last version dated May 15, 2002)

 
A
B
C
529-A
529-B
529-C
529-E
R-1
R-2
R-3
R-4
R-5
Category 1
                       
AMCAP Fund
l
l
l
l
l
l
l
l
l
l
l
l
American Balanced Fund
l
l
l
l
l
l
l
l
l
l
l
l
American Mutual Fund
l
l
l
l
l
l
l
l
l
l
l
l
Capital Income Builder
l
l
l
l
l
l
l
l
l
l
l
l
Capital World Growth and Income Fund
l
l
l
l
l
l
l
l
l
l
l
l
EuroPacific Growth Fund
l
l
l
l
l
l
l
l
l
l
l
l
Fundamental Investors
l
l
l
l
l
l
l
l
l
l
l
l
The Growth Fund of America
l
l
l
l
l
l
l
l
l
l
l
l
The Income Fund of America
l
l
l
l
l
l
l
l
l
l
l
l
The Investment Company of America
l
l
l
l
l
l
l
l
l
l
l
l
The New Economy Fund
l
l
l
l
l
l
l
l
l
l
l
l
New Perspective Fund
l
l
l
l
l
l
l
l
l
l
l
l
New World Fund
l
l
l
l
l
l
l
l
l
l
l
l
SMALLCAP World Fund
l
l
l
l
l
l
l
l
l
l
l
l
Washington Mutual Investors Fund
l
l
l
l
l
l
l
l
l
l
l
l
                         
Category 2
                       
American High-Income Trust
l
l
l
l
l
l
l
l
l
l
l
l
American High-Income Municipal Bond Fund
l
l
l
na
na
na
na
na
na
na
na
na
The Bond Fund of America
l
l
l
l
l
l
l
l
l
l
l
l
Capital World Bond Fund
l
l
l
l
l
l
l
l
l
l
l
l
The Tax-Exempt Bond Fund of America
l
l
l
na
na
na
na
na
na
na
na
na
The Tax-Exempt Fund of California
l
l
l
na
na
na
na
na
na
na
na
na
The Tax-Exempt Fund of Maryland
l
l
l
na
na
na
na
na
na
na
na
na
The Tax-Exempt Fund of Virginia
l
l
l
na
na
na
na
na
na
na
na
na
U.S. Government Securities Fund
l
l
l
l
l
l
l
l
l
l
l
l
 
Category 3
                       
Intermediate Bond Fund of America
l
e
e
l
e
e
l
l
l
l
l
l
Limited Term Tax-Exempt Bond Fund of America
l
e
e
na
na
na
na
na
na
na
na
na
Short-Term Bond Fund of America
l
e
e
l
e
e
l
l
l
l
l
l
                         
Category 4
                       
The Cash Management Trust of America
l
e
e
l
e
e
l
l
l
l
l
l
The Tax-Exempt Money Fund of America
l
na
na
na
na
na
na
na
na
na
na
na
The U.S. Treasury Money Fund of America
l
na
na
na
na
na
na
l
l
l
l
l
                         
Notes and symbols
Class F and Class 529-F shares are available pursuant to a separate agreement.
 
l
Share class is available
 
e
Share class is available for exchanges only
 
na
Share class is not available


 
[[logo – American Funds ®]
American Funds Distributors, Inc.
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-9900, ext. 4


January 2007


To Our Dealer Friends,

As you may know, American Funds recently announced plans to introduce a series of target date funds of funds designed for investment by employer-sponsored retirement plans and individual retirement accounts. Shares of the American Funds Target Date Retirement Series will be available for sale to the public beginning February 1, 2007. The series will initially consist of nine funds corresponding to approximate retirement dates between 2010 and 2050, in five-year increments.

Each of the new funds in the American Funds Target Date Retirement Series will invest in a combination of mutual funds offered by the American Funds. The mix of investments for each fund in the series will change over time. For example, as each fund approaches and passes its retirement goal, it will emphasize more conservative investment objectives, such as capital preservation and current income. The purpose of this notice is to amend your selling group agreement (the “Agreement”) with American Funds Distributors to reflect the addition of the American Funds Target Date Retirement Series. This notice also authorizes you to offer any funds that may be added to the series in the future.

In consideration of the foregoing, the Agreement is amended as follows effective February 1, 2007:


1.    The existing Schedule A to the Agreement is replaced in its entirety by the new Schedule A attached hereto.


*   *   *   *   *

The Agreement remains unchanged in all other respects. Any order for Fund shares received by us beginning February 1, 2007 shall be deemed an acceptance of this amendment to your Agreement.
 
Very truly yours,
 
 
Kevin G. Clifford



[Missing Graphic Reference]

Schedule A
February 1, 2007
(supersedes all previous versions of Schedule A - last version dated November 1, 2006)
 
A
B
C
529-A
529-B
529-C
529-E
R-1
R-2
R-3
R-4
R-5
Category 1
                       
AMCAP Fund
l
l
l
l
l
l
l
l
l
l
l
l
American Balanced Fund
l
l
l
l
l
l
l
l
l
l
l
l
American Funds Target Date Retirement Series
l
na
na
na
na
na
na
l
l
l
l
l
American Mutual Fund
l
l
l
l
l
l
l
l
l
l
l
l
Capital Income Builder
l
l
l
l
l
l
l
l
l
l
l
l
Capital World Growth and Income Fund
l
l
l
l
l
l
l
l
l
l
l
l
EuroPacific Growth Fund
l
l
l
l
l
l
l
l
l
l
l
l
Fundamental Investors
l
l
l
l
l
l
l
l
l
l
l
l
The Growth Fund of America
l
l
l
l
l
l
l
l
l
l
l
l
The Income Fund of America
l
l
l
l
l
l
l
l
l
l
l
l
The Investment Company of America
l
l
l
l
l
l
l
l
l
l
l
l
The New Economy Fund
l
l
l
l
l
l
l
l
l
l
l
l
New Perspective Fund
l
l
l
l
l
l
l
l
l
l
l
l
New World Fund
l
l
l
l
l
l
l
l
l
l
l
l
SMALLCAP World Fund
l
l
l
l
l
l
l
l
l
l
l
l
Washington Mutual Investors Fund
l
l
l
l
l
l
l
l
l
l
l
l
                         
Category 2
                       
American High-Income Trust
l
l
l
l
l
l
l
l
l
l
l
l
American High-Income Municipal Bond Fund
l
l
l
na
na
na
na
na
na
na
na
na
The Bond Fund of America
l
l
l
l
l
l
l
l
l
l
l
l
Capital World Bond Fund
l
l
l
l
l
l
l
l
l
l
l
l
The Tax-Exempt Bond Fund of America
l
l
l
na
na
na
na
na
na
na
na
na
The Tax-Exempt Fund of California
l
l
l
na
na
na
na
na
na
na
na
na
The Tax-Exempt Fund of Maryland
l
l
l
na
na
na
na
na
na
na
na
na
The Tax-Exempt Fund of Virginia
l
l
l
na
na
na
na
na
na
na
na
na
U.S. Government Securities Fund
l
l
l
l
l
l
l
l
l
l
l
l
 
Category 3
                       
Intermediate Bond Fund of America
l
e
e
l
e
e
l
l
l
l
l
l
Limited Term Tax-Exempt Bond Fund of America
l
e
e
na
na
na
na
na
na
na
na
na
Short-Term Bond Fund of America
l
e
e
l
e
e
l
l
l
l
l
l
                         
Category 4
                       
The Cash Management Trust of America
l
e
e
l
e
e
l
l
l
l
l
l
The Tax-Exempt Money Fund of America
l
na
na
na
na
na
na
na
na
na
na
na
The U.S. Treasury Money Fund of America
l
na
na
na
na
na
na
l
l
l
l
l
                         
Notes and symbols
Class F and Class 529-F shares are available pursuant to a separate agreement.
l   Share class is available
e   Share class is available for exchanges only
na   Share class is not available
 
 


 
American Funds Distributors, Inc.
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-9900, ext. 4






August 2008


To Our Dealer Friends,

As you may know, shares of our newest fund in the American Funds family, International Growth and Income Fund, will be available for sale to the public beginning October 1, 2008. International Growth and Income Fund will invest its assets primarily in equity securities of larger, well-established companies outside the United States.  The purpose of this notice is to amend your selling group agreement (the “Agreement”) with American Funds Distributors, Inc. to reflect the addition of the International Growth and Income Fund.

In consideration of the foregoing, the Agreement is amended as follows, effective October 1, 2008:


1.  
The existing Schedule A to the Agreement is replaced in its entirety by the new Schedule A attached hereto.



*           *           *           *           *


The Agreement remains unchanged in all other respects.  Any order for Fund shares received by us beginning October 1, 2008 shall be deemed an acceptance of this amendment to your Agreement.


Very truly yours,



Kevin G. Clifford
President

Schedule A
October 1, 2008
(supersedes all previous versions of Schedule A – last version dated February 1, 2007)
 
A
B
C
529-A
529-B
529-C
529-E
R-1
R-2
R-3
R-4
R-5
Category 1
                       
AMCAP Fund
l
l
l
l
l
l
l
l
l
l
l
l
American Balanced Fund
l
l
l
l
l
l
l
l
l
l
l
l
American Funds Target Date Retirement Series
l
na
na
na
na
na
na
l
l
l
l
l
American Mutual Fund
l
l
l
l
l
l
l
l
l
l
l
l
Capital Income Builder
l
l
l
l
l
l
l
l
l
l
l
l
Capital World Growth and Income Fund
l
l
l
l
l
l
l
l
l
l
l
l
EuroPacific Growth Fund
l
l
l
l
l
l
l
l
l
l
l
l
Fundamental Investors
l
l
l
l
l
l
l
l
l
l
l
l
The Growth Fund of America
l
l
l
l
l
l
l
l
l
l
l
l
The Income Fund of America
l
l
l
l
l
l
l
l
l
l
l
l
International Growth and Income Fund
l
l
l
l
l
l
l
l
l
l
l
l
The Investment Company of America
l
l
l
l
l
l
l
l
l
l
l
l
The New Economy Fund
l
l
l
l
l
l
l
l
l
l
l
l
New Perspective Fund
l
l
l
l
l
l
l
l
l
l
l
l
New World Fund
l
l
l
l
l
l
l
l
l
l
l
l
SMALLCAP World Fund
l
l
l
l
l
l
l
l
l
l
l
l
Washington Mutual Investors Fund
l
l
l
l
l
l
l
l
l
l
l
l
                         
Category 2
                       
American High-Income Trust
l
l
l
l
l
l
l
l
l
l
l
l
American High-Income Municipal Bond Fund
l
l
l
na
na
na
na
na
na
na
na
na
The Bond Fund of America
l
l
l
l
l
l
l
l
l
l
l
l
Capital World Bond Fund
l
l
l
l
l
l
l
l
l
l
l
l
The Tax-Exempt Bond Fund of America
l
l
l
na
na
na
na
na
na
na
na
na
The Tax-Exempt Fund of California
l
l
l
na
na
na
na
na
na
na
na
na
The Tax-Exempt Fund of Maryland
l
l
l
na
na
na
na
na
na
na
na
na
The Tax-Exempt Fund of Virginia
l
l
l
na
na
na
na
na
na
na
na
na
U.S. Government Securities Fund
l
l
l
l
l
l
l
l
l
l
l
l
 
Category 3
                       
Intermediate Bond Fund of America
l
e
e
l
e
e
l
l
l
l
l
l
Limited Term Tax-Exempt Bond Fund of America
l
e
e
na
na
na
na
na
na
na
na
na
Short-Term Bond Fund of America
l
e
e
l
e
e
l
l
l
l
l
l
                         
Category 4
                       
The Cash Management Trust of America
l
e
e
l
e
e
l
l
l
l
l
l
The Tax-Exempt Money Fund of America
l
na
na
na
na
na
na
na
na
na
na
na
The U.S. Treasury Money Fund of America
l
na
na
na
na
na
na
l
l
l
l
l
Notes and symbols
Class F-1, Class F-2 and Class 529-F-1 shares are available pursuant to a separate agreement.
l          Share class is available
e        Share class is available for exchanges only
na         Share class is not available
 
 

 
[logo - American Funds (sm)]

AMERICAN FUNDS DISTRIBUTORS, INC.
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-9900, ext. 4


Form of bank selling group agreement

Ladies and Gentlemen:

We have entered into a principal underwriting agreement with each Fund in The American Funds Group (Funds) under which we are appointed exclusive agent for the sale of shares.  You have indicated that you wish to act as agent for your customers in connection with the purchase, sale and redemption of shares of the Funds as are qualified for sale in your state.  We agree to honor your request, subject to the terms set forth below.  In addition, we are the distributor of CollegeAmerica (Program), a college savings program as described in Section 529 of the Internal Revenue Code.

1. AUTHORIZATION

In placing orders for the purchase and sale of shares of the Funds, you will be acting as agent for your customers.  We shall execute transactions for each of your customers only upon your authorization, at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. The offering Prospectuses and this Agreement set forth the terms applicable to sales of shares of the Funds through you and all other representations or documents are subordinate.  You understand that Class 529 shares of the Funds are available only as underlying investments through the Program.

2. COMPENSATION ON SALES OF CLASS A SHARES AND CLASS 529-A SHARES

a. On each purchase order for Class A shares and Class 529-A shares of Funds listed in Category 1 on the attached Schedule A that is accepted by us and for which you are responsible, you will be paid compensation as follows:

PURCHASES
COMPENSATION AS
SALES CHARGE
 
PERCENTAGE OF
AS PERCENTAGE
 
OFFERING PRICE
OF OFFERING PRICE
     
Less than $25,000
5.00%
5.75%
     
$25,000 but less than $50,000
4.25%
5.00%
     
$50,000 but less than $100,000
3.75%
4.50%
     
$100,000 but less than $250,000
2.75%
3.50%
     
$250,000 but less than $500,000
2.00%
2.50%
     
$500,000 but less than $750,000
1.60%
2.00%
     
$750,000 but less than $1,000,000
1.20%
1.50%
     
$1,000,000 or more
See below
None

B. On each purchase order for Class A shares and Class 529-A shares of Funds listed in Category 2 on the attached Schedule A that is accepted by us and for which you are responsible, you will be paid the same compensation indicated above except as follows:

PURCHASES
COMPENSATION AS
SALES CHARGE
 
PERCENTAGE OF
AS PERCENTAGE
 
OFFERING PRICE
OF OFFERING PRICE
     
Less than $100,000
3.00%
3.75%

C. For purchase orders of Class A shares and Class 529-A shares for which you are responsible, a) amounting to $1 million or more, b) made to employer-sponsored defined contribution-type retirement plans that qualify to invest at net asset value under the terms of the Fund Prospectuses, or c) made at net asset value to endowments and foundations with assets of $50 million or more, you will be paid compensation of 1.00% on sales to $4 million, plus 0.50% on amounts over $4 million up to $10 million, plus 0.25% on amounts over $10 million. No compensation is paid on any other sales of shares at net asset value, except that compensation may be paid on sales of fund shares to accounts managed by affiliates of The Capital Group Companies, Inc. as set forth in this Agreement.  Sales of shares of Washington Mutual Investors Fund below $1 million made in connection with certain accounts established before September 1, 1969 are subject to reduced compensation and sales charges as described in the Washington Mutual Investors Fund Prospectus.  With respect to sales of shares of any tax-exempt fund, the compensation schedule for sales of shares to endowments and foundations or retirement plans of organizations with assets of $50 million or more is inapplicable.  The schedules of sales charges above apply to single purchases, concurrent purchases of two or more of the Funds (except those listed in Category 3 on the attached Schedule A), and purchases made under a statement of intention and pursuant to the right of accumulation, both of which are described in the Prospectuses.

D. On each purchase order for Class A shares and Class 529-A shares of Funds listed in Category 3 on the attached Schedule A, no compensation will be paid.

3. COMPENSATION ON SALES OF CLASS B SHARES AND CLASS 529-B SHARES

A. On purchase orders for Class B shares and Class 529-B shares of Funds listed in Category 1 and Category 2 on the attached Schedule A that are accepted by us and for which you are responsible, you will be paid:

- compensation of 3.75% of the amount invested, plus
- an immediate service fee of 0.25% of the amount invested.

B. On purchase orders for Class B shares and Class 529-B shares of Funds listed in Category 3 on the attached Schedule A, no compensation will be paid.

4. ONGOING SERVICE FEES FOR CLASS A, CLASS 529-A, CLASS B AND CLASS 529-B
SHARES

We are also authorized to pay you continuing service fees each quarter with respect to the Class A, Class 529-A, Class B and Class 529-B shares of all the Funds to compensate you for providing certain services to your clients, subject to your compliance with the following terms, which may be revised by us from time to time. Your eligibility to continue receiving this compensation will be evaluated periodically, and your failure to comply with the terms below may result in our discontinuing service fee payments to you.  Initial qualification does not assure continued participation, and this service fee program may be amended or terminated by us at any time as indicated below.

A. You agree to cooperate as requested with programs that we provide to enhance shareholder service. You also agree to assume an active role in providing shareholder services such as processing purchase and redemption transactions, establishing shareholder accounts, and providing certain information and assistance with respect to the Funds.  Redemption levels of shareholder accounts assigned to you will be considered in evaluating your continued participation in this service fee program.

B. You agree to support our marketing efforts by granting reasonable requests for visits to your offices by our wholesalers and, to the extent applicable, by including all Funds covered by this Agreement on your "approved" list.

C. You agree to assign an individual to each shareholder account on your books and to reassign the account should that individual no longer be assigned to the account.  You agree to instruct each such individual to regularly contact shareholders having accounts so assigned.

D. You agree to pass through either directly or indirectly to the individual(s) assigned to such accounts a share of the service fees paid to you pursuant to this Agreement.  You recognize that the service fee is intended to compensate the individual for providing, and encourage the individual to continue to provide, service to the account holder.

E. You acknowledge that (i) all service fee payments are subject to the limitations contained in each Fund's Plan of Distribution and may be varied or discontinued at any time, (ii) in order to receive a service fee for a particular quarter, the fee must amount to at least $100, and (iii) no service fees will be paid on shares purchased under the net asset value purchase privilege as described in the Funds' statements of additional information.

F. On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in Category 1 and Category 2 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:

ANNUAL SERVICE FEE RATE
 
Shares with a first anniversary of purchase before 7-1-88*
0.15%
Shares with a first anniversary of purchase on or after 7-1-88
0.25%
Shares of state-specific tax-exempt funds
0.25%

G. On Class A, Class 529-A, Class B and Class 529-B shares of Funds listed in
Category 3 on the attached Schedule A, we will pay you a quarterly service fee at the following annual rates, based on the average daily net asset value of Class A, Class 529-A, Class B and Class 529-B shares, respectively, that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made:

ANNUAL SERVICE FEE RATE
All Shares 0.15%

5. COMPENSATION ON SALES OF CLASS C SHARES AND CLASS 529-C SHARES

A. On purchase orders for Class C shares and Class 529-C shares of Funds listed in Category 1 and Category 2 on the attached Schedule A that are accepted by us and for which you are responsible, we will pay you:

- compensation of 0.75% of the amount invested, plus
- an immediate service fee of 0.25% of the amount invested.

B. In addition, we will pay you ongoing compensation on a quarterly basis at the annual rate of 1.00% of the average daily net asset value of Class C shares and Class 529-C shares of Funds listed in Category 1, Category 2 and Category 3 on the attached Schedule A that have been invested for 12 months and are held in an account assigned to you at the end of the quarter for which payment is made.  The payment of this ongoing compensation is subject to the limitations contained in each Fund's Plan of Distribution and may be varied or discontinued at any time.

*Except U.S. Government Securities Fund, which pays service fees at the 0.25% rate on all shares held at least 12 months

6. COMPENSATION ON SALES OF CLASS 529-E SHARES

We will pay you ongoing compensation on a quarterly basis at the annual rate of 0.50% of the average daily net asset value of Class 529-E shares of Funds listed in Category 1, Category 2 and Category 3 on the attached Schedule A that are held in an account assigned to you at the end of the quarter for which payment is made.  The payment of this ongoing compensation is subject to the limitations contained in each Fund's Plan of Distribution and may be varied or discontinued at any time.

7. RETIREMENT PLAN SHARE CLASSES (R SHARES) AND ACCOUNT OPTIONS (FOR RETIREMENT
PLANS ONLY)

A. We will pay you ongoing compensation on a quarterly basis, at the applicable annual rate set forth below, of the average daily net asset value of R shares of Funds listed in Category 1, Category 2 and Category 3 on the attached Schedule A that are held in a retirement plan (Plan) account assigned to you at the end of the quarter for which payment is made.  The payment of this ongoing compensation is subject to the limitations contained in each Fund's Plan of Distribution and may be varied or discontinued at any time.  We expect that you will maintain one account for each of your Plan customers on the books of the Funds.

R SHARE CLASS
ANNUAL COMPENSATION RATE
   
Class R-1
1.00%
   
Class R-2
0.75%
   
Class R-3
0.50%
   
Class R-4
0.25%
   
Class R-5
No compensation paid

B. If you hold Plan accounts in an omnibus account (I.E., multiple Plans in one account on the books of the Funds), Plans that are added to the omnibus account after May 15, 2002 may invest only in R shares, and you must execute an Omnibus Addendum to the Selling Group Agreement, which you can obtain by calling our Dealer Support department, extension 34222.

8. ORDER PROCESSING

Any order by you for the purchase of shares of the respective Funds through us shall be accepted at the time when it is received by us (or any clearinghouse agency that we may designate from time to time), and at the offering and sale price next determined, unless rejected by us or the respective Funds.  In addition to the right to reject any order, the Funds have reserved the right to withhold shares from sale temporarily or permanently. We will not accept any order from you that is placed on a conditional basis or subject to any delay or contingency prior to execution.  The procedure relating to the handling of orders shall be subject to instructions that we shall forward from time to time to all members of the Selling Group.  The shares purchased will be issued by the respective Funds only against receipt of the purchase price, in collected New York or Los Angeles Clearing House funds subject to deduction of all compensation on such sale (reallowance of any compensation to which you are entitled on purchases at net asset value will be paid through our direct purchase compensation system).  If payment for the shares purchased is not received within three days after the date of confirmation the sale may be cancelled forthwith, by us or by the respective Funds, without any responsibility or liability on our part or on the part of the Funds, and we and/or the respective Funds may hold you responsible for any loss, expense, liability or damage, including loss of profit suffered by us and/or the respective Funds resulting from your delay or failure to make payment as aforesaid.

9. TIMELINESS OF SUBMITTING ORDERS

You are obliged to date and indicate the time of receipt of all orders you receive from your customers and to transmit promptly all orders to us in time to provide for processing at the price next determined after receipt by you, in accordance with the Prospectuses.  You are not to withhold placing with us orders received from any customers for the purchase of shares.  You shall not purchase shares through us except for the purpose of covering purchase orders already received by you, or for your bona fide investment.
10. REPURCHASE OF SHARES

If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full compensation paid to you on the original sale.

11. PROCESSING REDEMPTION REQUESTS

You shall not purchase any share of any of the Funds from a record holder at a price lower than the net asset value next determined by or for the Funds' shares.  You shall, however, be permitted to sell any shares for the account of a shareholder of the Funds at the net asset value currently quoted by or for the Funds' shares, and may charge a fair service fee for handling the transaction provided you disclose the fee to the record owner.

12. PROSPECTUSES AND MARKETING MATERIALS

We shall furnish you without charge reasonable quantities of offering Prospectuses (including any supplements currently in effect) current shareholder reports of the Funds, and sales materials issued by us from time to time.  In the purchase of shares through us, you are entitled to rely only on the information contained in the offering Prospectus(es).  You may not publish any advertisement or distribute sales literature or other written material to the public that makes reference to us or any of the Funds (except material that we furnished to you) without our prior written approval.

13. EFFECT OF PROSPECTUS

This Agreement is in all respects subject to statements regarding the sale and repurchase or redemption of shares made in offering Prospectuses of the Funds, which shall control and override any provision to the contrary in this Agreement.

14. RELATIONSHIP OF PARTIES

You shall make available shares of the Funds only through us.  In no transaction (whether of purchase or sale) shall you have any authority to act as agent for, partner of, or participant in a joint venture with us or with the Funds or any other entity having either a Bank Selling Group Agreement or other Agreement with us.

15. STATE SECURITIES QUALIFICATION

We act solely as agent for the Funds and are not responsible for qualifying the Funds or their shares for sale in any jurisdiction.  Upon written request we will provide you with a list of the jurisdictions in which the Funds or their shares are qualified for sale. We also are not responsible for the issuance, form, validity, enforceability or value of Fund shares.

16. REPRESENTATIONS

A. You represent that (1) you are (a) a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations, a member of the National Association of Securities Dealers, Inc. (NASD), and your membership with the NASD is not currently suspended or terminated or (b) a "bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (or other financial institution) and not otherwise required to register as a broker or dealer under such Act or any state laws; (2) you are complying with and will continue to comply with all applicable federal and state laws, rules and regulations; and (3) to the extent you offer any Class 529 shares, you are permitted by applicable law to offer such shares.  You agree to notify us immediately if any of the foregoing representations is no longer true to a material extent. You also agree that, if you are a bank or other financial institution as set forth above, you will comply with the applicable rules of the NASD, that you will maintain adequate records with respect to your customers and their transactions, and that such transactions will be without recourse against you by your customers.  We recognize that, in addition to applicable provisions of state and federal securities laws, you may be subject to the provisions of other laws governing, among other things, the conduct of activities by federal and state-chartered and supervised financial institutions and their affiliated organizations.  Because you will be the only entity having a direct relationship with the customer in connection with securities purchases hereunder, you will be responsible in that relationship for insuring compliance with all applicable federal and state laws, rules and regulations relating to securities purchases hereunder.

B. We represent that (a) we are acting as an underwriter within the meaning of
the applicable rules of the NASD and are complying with and will continue to comply with all applicable federal and state laws, rules and regulations, (b) we are a member of the NASD and (c) our membership with the NASD is not currently suspended or terminated.  We agree to notify you immediately if any of the foregoing representations is no longer true to a material extent.

17. CONFIDENTIALITY

Each party to this Agreement agrees to maintain all information received from the other party pursuant to this Agreement in confidence, and each party agrees not to use any such information for any purpose, or disclose any such information to any person, except as permitted by applicable laws, rules and regulations.  This provision shall survive the termination of this Agreement.

18. TERMINATION

Either of us may cancel this Agreement at any time by written notice to the
other.

19. NOTICES

All communications to us should be sent to the above address.  Any notice to you shall be duly given if mailed or sent by overnight courier to you at the
address specified by you below.

                 *          *          *          *          *

Execute this Agreement in duplicate and return one of the duplicate originals to us for our file.  This Agreement (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment and (ii) shall be construed in accordance with the laws of the State of California.

Very truly yours,

American Funds Distributors, Inc.
 
 
By  _______________________
     Kevin G. Clifford
     President
 
 
Accepted
 
__________________________
Firm


By  _______________________

Print Name _________________

Title _______________________

Address:
 
__________________________
 
__________________________

Date:
 
__________________________
 
 

Schedule A
May 15, 2002
(supersedes Schedule A dated January 1, 2002)

 
A
B
C
529-A
529-B
529-C
529-E
CATEGORY 1
             
               
AMCAP Fund
-
-
-
-
-
-
-
American Balanced Fund
-
-
-
-
-
-
-
American Mutual Fund
-
-
-
-
-
-
-
Capital Income Builder
-
-
-
-
-
-
-
Capital World Growth and Income Fund
-
-
-
-
-
-
-
EuroPacific Growth Fund
-
-
-
-
-
-
-
Fundamental Investors
-
-
-
-
-
-
-
Growth Fund of America
-
-
-
-
-
-
-
Income Fund of America
-
-
-
-
-
-
-
Investment Company of America
-
-
-
-
-
-
-
New Economy Fund
-
-
-
-
-
-
-
New Perspective Fund
-
-
-
-
-
-
-
New World Fund
-
-
-
-
-
-
-
SMALLCAP World Fund
-
-
-
-
-
-
-
Washington Mutual Investors Fund
-
-
-
-
-
-
-
               
               
CATEGORY 2
             
               
American High-Income Trust
-
-
-
-
-
-
-
American High-Income Municipal Bond Fund
-
-
-
n/a
n/a
n/a
n/a
Bond Fund of America
-
-
-
-
-
-
-
Capital World Bond Fund
-
-
-
-
-
-
-
Intermediate Bond Fund of America
-
-
-
-
-
-
-
Limited Term Tax-Exempt Bond Fund of America
-
-
-
n/a
n/a
n/a
n/a
Tax-Exempt Bond Fund of America
-
-
-
n/a
n/a
n/a
n/a
Tax-Exempt Fund of California
-
-
-
n/a
n/a
n/a
n/a
Tax-Exempt Fund of Maryland
-
-
-
n/a
n/a
n/a
n/a
Tax-Exempt Fund of Virginia
-
-
-
n/a
n/a
n/a
n/a
U.S. Government Securities Fund
-
-
-
-
-
-
-
               
               
CATEGORY 3
             
               
Cash Management Trust of America
-
X
X
-
X
X
-
Tax-Exempt Money Fund of America
-
n/a
n/a
n/a
n/a
n/a
n/a
U.S. Treasury Money Fund of America
-
n/a
n/a
n/a
n/a
n/a
n/a
               
 
R-1
R-2
R-3
R-4
R-5
   
CATEGORY 1
             
               
AMCAP Fund
-
-
-
-
-
   
American Balanced Fund
-
-
-
-
-
   
American Mutual Fund
-
-
-
-
-
   
Capital Income Builder
-
-
-
-
-
   
Capital World Growth and Income Fund
-
-
-
-
-
   
EuroPacific Growth Fund
-
-
-
-
-
   
Fundamental Investors
-
-
-
-
-
   
Growth Fund of America
-
-
-
-
-
   
Income Fund of America
-
-
-
-
-
   
Investment Company of America
-
-
-
-
-
   
New Economy Fund
-
-
-
-
-
   
New Perspective Fund
-
-
-
-
-
   
New World Fund
-
-
-
-
-
   
SMALLCAP World Fund
-
-
-
-
-
   
Washington Mutual Investors Fund
-
-
-
-
-
   
               
               
CATEGORY 2
             
               
American High-Income Trust
-
-
-
-
-
   
American High-Income Municipal Bond Fund
n/a
n/a
n/a
n/a
n/a
   
Bond Fund of America
-
-
-
-
-
   
Capital World Bond Fund
-
-
-
-
-
   
Intermediate Bond Fund of America
-
-
-
-
-
   
Limited Term Tax-Exempt Bond Fund of America
n/a
n/a
n/a
n/a
n/a
   
Tax-Exempt Bond Fund of America
n/a
n/a
n/a
n/a
n/a
   
Tax-Exempt Fund of California
n/a
n/a
n/a
n/a
n/a
   
Tax-Exempt Fund of Maryland
n/a
n/a
n/a
n/a
n/a
   
Tax-Exempt Fund of Virginia
n/a
n/a
n/a
n/a
n/a
   
U.S. Government Securities Fund
-
-
-
-
-
   
               
               
CATEGORY 3
             
               
Cash Management Trust of America
-
-
-
-
-
   
Tax-Exempt Money Fund of America
n/a
n/a
n/a
n/a
n/a
   
U.S. Treasury Money Fund of America
-
-
-
-
-
   

NOTES AND SYMBOLS

CLASS F AND CLASS 529-F SHARES ARE AVAILABLE PURSUANT TO A SEPARATE AGREEMENT.

-      SHARE CLASS IS AVAILABLE.
X     SHARE CLASS IS AVAILABLE FOR EXCHANGES ONLY.
n/a  SHARE CLASS IS NOT AVAILABLE.





[logo – American Funds ®]
 
American Funds Distributors, Inc.
 
333 South Hope Street
 
Los Angeles, California 90071
 
Telephone 800/421-5475, ext. 59
 
Institutional selling group agreement


Ladies and Gentlemen:

We have entered into a principal underwriting agreement with each Fund in The American Funds Group (Funds) under which we are appointed exclusive agent for the sale of shares.  You have indicated that you wish to act as agent for your customers in connection with the purchase, sale and redemption of shares of the Funds as are qualified for sale in your state.  We agree to honor your request, subject to the terms of this Selling Group Agreement (Agreement) set forth below.

 
1.  
Authorization
As a member of a group of firms authorized to make shares of the Funds available to institutional customers (Selling Group), you will make shares of the Funds available only to retirement plans of entities that have retirement plan assets of at least $50 million (Plans).  In placing orders for the purchase and sale of shares of the Funds, you will be acting as agent for your customers.  We shall execute transactions for each of your customers only upon your authorization, at the regular public price currently determined by the respective Funds in the manner described in their offering prospectuses (Prospectuses).  This Agreement on your part runs to us and to the respective Funds and is for the benefit of and enforceable by each.  The offering Prospectuses and this Agreement set forth the terms applicable to sales of shares of the Funds through you and all other representations or documents are subordinate.

 
2.  
Compensation on Class A Shares
In consideration of your acting as agent for your customers in connection with the purchase and redemption of Fund shares and to compensate you for providing certain services to your customers, we will pay you compensation as described below, subject to your compliance with the following terms. Your eligibility to continue receiving this compensation will be evaluated periodically, and your failure to comply with the terms below may result in our discontinuing ongoing payments to you.  Initial qualification does not assure continued participation, and the payment of this compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued by us at any time.

a.  
You agree to cooperate as requested with programs that we provide to enhance shareholder service. You also agree to assume an active role in providing shareholder services such as processing purchase and redemption transactions, establishing shareholder accounts, and providing certain information and assistance with respect to the Funds.

b.  
You agree to support our marketing efforts by granting reasonable requests for visits to your offices by our wholesalers and, to the extent applicable, by including all Funds covered by this Agreement on your “approved” list.

c.  
You agree to assign an individual to each Plan account on your books and to reassign the account should that individual no longer be assigned to the account.  You agree to instruct each such individual to regularly contact shareholders having accounts so assigned.

d.  
You agree to pass through either directly or indirectly to the individual(s) assigned to such accounts a share of the compensation paid to you pursuant to this Agreement.  You recognize that payments under this Agreement are intended to compensate the individual for providing, and encourage the individual to continue to provide, service to the account holder.

e.  
You acknowledge that (i) all compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time, (ii) in order to receive a payment for a particular month, the payment must amount to at least $100, and (iii) no compensation will be paid on shares purchased under the net asset value purchase privilege as described in the Funds’ statements of additional information.

f.  
On each new order for Class A shares of Funds listed in Category 1 and Category 2 on the attached Schedule A that is accepted by us, you will be paid compensation of 0.25%.  No compensation is paid on orders for shares of Funds listed in Category 3.  In addition, we will pay you a quarterly service fee at the annual rate of 0.25% of the average daily net asset value of Class A shares 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 annual rate is 0.15% of assets for Funds in Category 3).

 
3.  
Retirement Plan Share Classes (R shares) and Account Options (for retirement plans only)
 
a.
We will pay you ongoing compensation on a quarterly basis, at the applicable annual rate set forth below, of the average daily net asset value of R shares of Funds listed in Category 1, Category 2 and Category 3 on the attached Schedule A that are held in a Plan account assigned to you at the end of the quarter for which payment is made.  The payment of this ongoing compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.  We expect that you will maintain one account for each of your Plan customers on the books of the Funds.

 
R Share Class
Annual Compensation Rate
 
Class R-1
1.00%
 
Class R-2
0.75%
 
Class R-3
0.50%
 
Class R-4
0.25%
 
Class R-5
No compensation paid

 
b.
If you hold Plan accounts in an omnibus account ( i.e., multiple Plans in one account on the books of the Funds), Plans that are added to the omnibus account after May 15, 2002 may invest only in R shares, and you must execute an Omnibus Addendum to the Selling Group Agreement, which you can obtain by calling our Home Office Service Team at 800/421-5475, extension 59.

 
4.  
Order Processing
Any order by you for the purchase of shares of the respective Funds through us shall be accepted at the time when it is received by us (or any clearinghouse agency that we may designate from time to time), and at the offering and sale price next determined, unless rejected by us or the respective Funds.  In addition to the right to reject any order, the Funds have reserved the right to withhold shares from sale temporarily or permanently. We will not accept any order from you that is placed on a conditional basis or subject to any delay or contingency prior to execution.  The procedure relating to the handling of orders shall be subject to instructions that we shall forward from time to time to all members of the Selling Group.  The shares purchased will be issued by the respective Funds only against receipt of the purchase price, in collected New York or Los Angeles Clearing House funds.  If payment for the shares purchased is not received within three days after the date of confirmation the sale may be cancelled forthwith, by us or by the respective Funds, without any responsibility or liability on our part or on the part of the Funds, and we and/or the respective Funds may hold you responsible for any loss, expense, liability or damage, including loss of profit suffered by us and/or the respective Funds, resulting from your delay or failure to make payment as aforesaid.  If this section conflicts with provisions of any operational agreement you have with any of our affiliates, such operational agreement shall control.

 
5.  
Timeliness of Submitting Orders
You are obliged to date and indicate the time of receipt of all orders you receive from your customers and to transmit promptly all orders to us in time to provide for processing at the price next determined after receipt by you, in accordance with the Prospectuses.  You are not to withhold placing with us orders received from any customers for the purchase of shares.  You shall not purchase shares through us except for the purpose of covering purchase orders already received by you, or for your bona fide investment.

 
6.  
Repurchase of Shares
If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full compensation paid to you on the original sale.

 
7.  
Processing Redemption Requests
You shall not purchase any share of any of the Funds from a record holder at a price lower than the net asset value next determined by or for the Funds’ shares.  You shall, however, be permitted to sell any shares for the account of a shareholder of the Funds at the net asset value currently quoted by or for the Funds’ shares, and may charge a fair service fee for handling the transaction provided you disclose the fee to the record owner.

 
8.  
Prospectuses and Marketing Materials
We shall furnish you without charge reasonable quantities of offering Prospectuses (including any supplements currently in effect), current shareholder reports of the Funds, and sales materials issued by us from time to time.  In the purchase of shares through us, you are entitled to rely only on the information contained in the offering Prospectus(es).  You may not publish any advertisement or distribute sales literature or other written material to the public that makes reference to us or any of the Funds (except material that we furnished to you) without our prior written approval.

 
9.  
Effect of Prospectus
This Agreement is in all respects subject to statements regarding the sale and repurchase or redemption of shares made in offering Prospectuses of the Funds, which shall control and override any provision to the contrary in this Agreement.

 
10.  
Relationship of Parties
You shall make available shares of the Funds only through us.  In no transaction (whether of purchase or sale) shall you have any authority to act as agent for, partner of, or participant in a joint venture with us or with the Funds or any other entity having either a Selling Group Agreement or other agreement with us.

 
11.  
State Securities Qualification
We act solely as agent for the Funds and are not responsible for qualifying the Funds or their shares for sale in any jurisdiction.  Upon written request we will provide you with a list of the jurisdictions in which the Funds or their shares are qualified for sale. We also are not responsible for the issuance, form, validity, enforceability or value of Fund shares.

 
12.  
Representations
a.  
You represent that you are (a) a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations and are complying with and will continue to comply with all applicable federal and state laws, rules and regulations; a member of the National Association of Securities Dealers, Inc. (NASD); and your membership with the NASD is not currently suspended or terminated; or (b) a "bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (or other financial institution) and not otherwise required to register as a broker or dealer under such Act or any state laws.  You agree to notify us immediately in writing if any of the foregoing representations ceases to be true to a material extent.  You also agree that, if you are a bank or other financial institution as set forth above, you will comply with the applicable rules of the NASD, that you will maintain adequate records with respect to your customers and their transactions, and that such transactions will be without recourse against you by your customers.  We recognize that, in addition to applicable provisions of state and federal securities laws, you may be subject to the provisions of other laws governing, among other things, the conduct of activities by federal- and state-chartered and supervised financial institutions and their affiliated organizations.  Because you will be the only entity having a direct relationship with the customer in connection with securities purchases hereunder, you will be responsible in that relationship for ensuring compliance with all applicable federal and state laws, rules and regulations relating to securities purchases hereunder.

b.  
We represent that (a) we are acting as an underwriter within the meaning of the applicable rules of the NASD and are complying with and will continue to comply with all applicable federal and state laws, rules and regulations, (b) we are a member of the NASD and (c) our membership with the NASD is not currently suspended or terminated.   We agree to notify you immediately in writing if any of the foregoing representations ceases to be true to a material extent.


13.  
Confidentiality
Each party to this Agreement agrees to maintain all information received from the other party pursuant to this Agreement in confidence, and each party agrees not to use any such information for any purpose, or disclose any such information to any person, except as permitted by applicable laws, rules and regulations.  This provision shall survive the termination of this Agreement.

 
14.  
Termination
Either of us may cancel this Agreement at any time by written notice to the other.

 
15.  
Notices
All communications to us should be sent to the above address.  Any notice to you shall be duly given if mailed or sent by overnight courier to you at the address specified by you below.


*           *           *           *           *
Execute this Agreement in duplicate and return one of the duplicate originals to us for our file.  This Agreement (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment and (ii) shall be construed in accordance with the laws of the State of California.



Very truly yours,
American Funds Distributors, Inc.


By  ____________________                                                                         
Kevin G. Clifford
President



Accepted
 

_______________________
Firm


By  ____________________                                                                         
Officer or Partner

_______________________
Print Name

_______________________
Title


Address:

_______________________

_______________________


Date:
 
_______________________


Schedule A
January 15, 2001
(supersedes Schedule A dated May 3, 1999)



Category 1
Category 2
   
AMCAP Fund
American High-Income Trust
American Balanced Fund
Bond Fund of America
American Mutual Fund
Capital World Bond Fund
Capital Income Builder
Intermediate Bond Fund of America
Capital World Growth and Income Fund
U.S. Government Securities Fund
EuroPacific Growth Fund
 
Fundamental Investors
 
Growth Fund of America
Category 3
Income Fund of America
 
Investment Company of America
Cash Management Trust of America
New Economy Fund
U.S. Treasury Money Fund of America
New Perspective Fund
 
New World Fund
 
SMALLCAP World Fund
 
Washington Mutual Investors Fund
 


 
[logo – American Funds SM ]

 
American Funds Distributors, Inc.
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-9900, ext. 4


October 2006

To Our Dealer Friends,

As you may know, shares of our newest fund in the American Funds family, Short-Term Bond Fund of America, will be available for sale to the public beginning November 1, 2006. Short-Term Bond Fund of America is designed to provide current income and capital preservation by investing in high-quality short-term bonds. The purpose of this notice is to amend your institutional selling group agreement (the “Agreement”) with American Funds Distributors to reflect this new fund.

In consideration of the foregoing, the schedule of Funds in the Agreement is amended in its entirety as follows effective November 1, 2006:

Schedule A
November 1, 2006
(supersedes all previous versions of Schedule A)

Category 1
AMCAP Fund
American Balanced Fund
American Mutual Fund
Capital Income Builder
Capital World Growth and Income Fund
EuroPacific Growth Fund
Fundamental Investors
The Growth Fund of America
The Income Fund of America
The Investment Company of America
The New Economy Fund
New Perspective Fund
New World Fund
SMALLCAP World Fund
Washington Mutual Investors Fund
 
Category 2
American High-Income Trust
The Bond Fund of America
Capital World Bond Fund
Intermediate Bond Fund of America
Short-Term Bond Fund of America
U.S. Government Securities Fund
 
Category 3
The Cash Management Trust of America
U.S. Treasury Money Fund of America


*           *           *           *           *


The Agreement remains unchanged in all other respects. Any order for Fund shares received by us beginning November 1, 2006 shall be deemed an acceptance of this amendment to your Agreement.

Very truly yours,





Kevin G. Clifford
 
 


[logo – American Funds ®]
 
American Funds Distributors, Inc.
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-9900, ext. 4

January 2007


To Our Dealer Friends,

As you may know, American Funds recently announced plans to introduce a series of target date funds of funds designed for investment by employer-sponsored retirement plans and individual retirement accounts. Shares of the American Funds Target Date Retirement Series will be available for sale to the public beginning February 1, 2007. The series will initially consist of nine funds corresponding to approximate retirement dates between 2010 and 2050, in five- year increments.

Each of the new funds in the American Funds Target Date Retirement Series will invest in a combination of mutual funds offered by the American Funds. The mix of investments for each fund in the series will change over time. For example, as each fund approaches and passes its retirement goal, it will emphasize more conservative investment objectives, such as capital preservation and current income. The purpose of this notice is to amend your institutional selling group agreement (the “Agreement”) with American Funds Distributors to reflect the addition of the American Funds Target Date Retirement Series. This notice also authorizes you to offer any funds that may be added to the series in the future.

In consideration of the foregoing, the schedule of Funds in the Agreement is amended in its entirety as follows effective February 1, 2007:

Schedule A
February 1, 2007
(supersedes all previous versions of Schedule A)

Category 1
AMCAP Fund
American Balanced Fund
American Funds Target Date Retirement Series
American Mutual Fund
Capital Income Builder
Capital World Growth and Income Fund
EuroPacific Growth Fund
Fundamental Investors
The Growth Fund of America
The Income Fund of America
The Investment Company of America
The New Economy Fund
New Perspective Fund
New World Fund
SMALLCAP World Fund
Washington Mutual Investors Fund
Category 2
American High-Income Trust
The Bond Fund of America
Capital World Bond Fund
Intermediate Bond Fund of America
Short-Term Bond Fund of America
U.S. Government Securities Fund
 
Category 3
The Cash Management Trust of America
U.S. Treasury Money Fund of America

*           *           *           *           *

The Agreement remains unchanged in all other respects. Any order for Fund shares received by us beginning February 1, 2007 shall be deemed an acceptance of this amendment to your Agreement.


Very truly yours,

/s/ Kevin G. Clifford

Kevin G. Clifford
President

 

 

[logo – American Funds®]

 
American Funds Distributors, Inc.
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-9900, ext. 4



August 2008

To Our Dealer Friends,

As you may know, shares of our newest fund in the American Funds family, International Growth and Income Fund, will be available for sale to the public beginning October 1, 2008.  International Growth and Income Fund will invest its assets primarily in equity securities of larger well-established companies outside the United States.  The purpose of this notice is to amend your institutional selling group agreement (the “Agreement”) with American Funds Distributors, Inc. to reflect this new fund.

In consideration of the foregoing, the schedule of Funds in the Agreement is amended in its entirety as follows effective October 1, 2008:

Schedule A
October 1, 2008
(supersedes all previous versions of Schedule A)

Category 1
AMCAP Fund
American Balanced Fund
American Mutual Fund
Capital Income Builder
Capital World Growth and Income Fund
EuroPacific Growth Fund
Fundamental Investors
The Growth Fund of America
The Income Fund of America
The Investment Company of America
International Growth and Income Fund
The New Economy Fund
New Perspective Fund
New World Fund
SMALLCAP World Fund
Washington Mutual Investors Fund
 
Category 2
American High-Income Trust
The Bond Fund of America
Capital World Bond Fund
Intermediate Bond Fund of America
Short-Term Bond Fund of America
U.S. Government Securities Fund
 
Category 3
The Cash Management Trust of America
U.S. Treasury Money Fund of America


*           *           *           *           *


The Agreement remains unchanged in all other respects. Any order for Fund shares received by us beginning October 1, 2008 shall be deemed an acceptance of this amendment to your Agreement.

Very truly yours,


Kevin G. Clifford
President
 
 
 
 

 
[logo – American Funds ®]
 
American Funds Distributors, Inc.
 
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-5475, ext. 59

 
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 shares (Shares) of the Funds. You have represented that you maintain a fee-based program(s) or you place trades for your representatives, your affiliates, or third-party broker-dealers that maintain fee-based programs (Program or Programs) under which your or their clients (Clients) may purchase shares of participating open-end investment companies at net asset value.  We are willing to make available to you Shares of the Funds as are qualified for sale in your state for purchase by Clients through the Program(s) identified on Schedule A, subject to the terms and conditions below and the Fund Prospectuses.

1.  
Authorization to Sell
You may offer to Clients that are participating in the Program Shares of the Funds only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. The offering Prospectuses and this Agreement set forth the terms applicable to your making Fund Shares available to your clients and all other representations or documents are subordinate. If you offer Class A shares of the Funds on a load-waived basis pursuant to an Addendum to your American Funds Selling Group Agreement, that Addendum is terminated as to any new accounts effective March 15, 2001.  However, you may continue to offer Class A shares of the Funds on a load-waived basis to accounts existing on March 15, 2001.

2.  
Compensation for Sales of Fund Shares
In consideration of your making 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 Shares of Funds listed on Schedule A that are held in an account assigned to you.  The payment of this compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.

You agree that if you are assigned to an account holding Class F shares of the Funds that were converted from Class C shares of the Funds and those Class F shares are held outside of a Program, you will pass through a portion of the fee paid under this section to the financial adviser associated with the account.

3.  
Compensation for Administrative Services
You may be eligible to receive compensation for providing certain administrative services in respect of Shares of the Funds if you meet the requirements of and enter into a Class F Share Administrative Services Agreement with Capital Research and Management 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 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.

You shall place orders for the purchase and redemption of Shares as described in the Class F Shares Administrative Services Agreement with Capital Research and Management Company.

5.  
Timeliness of Submitting Orders
You are obliged to date and indicate the time of receipt of all orders you receive from your clients and to transmit promptly all orders to us in time to provide for processing at the price next determined after receipt by you, in accordance with the Prospectuses.  You are not to withhold placing with us orders received from any customers for the purchase of Shares.  You shall not purchase Shares through us except for the purpose of covering purchase orders already received by you, or for your bona fide investment.

6.  
Processing Redemption Requests
You shall not purchase any Share of any of the Funds from a record holder at a price lower than the net asset value next determined by or for the Funds’ Shares.

7.  
Prospectuses and Marketing Materials
We shall furnish you without charge reasonable quantities of offering Prospectuses, with any supplements currently in effect, and copies of current shareholder reports of the Funds, and sales materials issued by us from time-to-time.  In the purchase of Shares through us, you are entitled to rely only on the information contained in the offering Prospectus(es).  You may not publish any advertisement or distribute sales literature or other written material to the public that makes reference to us or any of the Funds (except material that we furnished to you) without our prior written approval.

8.  
Effect of Prospectus
This Agreement is in all respects subject to statements regarding the sale and repurchase or redemption of Shares made in offering Prospectuses of the Funds, and to the applicable Rules of the NASD, which shall control and override any provision to the contrary in this Agreement.

9.  
Relationship of Parties
You shall make available Shares of the Funds only through us.  In no transaction (whether of purchase or sale) shall you have any authority to act as agent for, partner of, or participant in a joint venture with us or with the Funds or any other entity having an Agreement with us.

10.  
State Securities Qualification
We act solely as agent for the Funds and are not responsible for qualifying the Funds or their Shares for sale in any jurisdiction.  Upon written request we will provide you with a list of the jurisdictions in which the Funds or their Shares are qualified for sale. We also are not responsible for the issuance, form, validity, enforceability or value of Fund Shares.

11.  
Representations
You represent that you are (a)(i) a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations, (ii) a member of the NASD, and (iii) not currently under an order suspending or terminating your membership with the NASD, or (b) an entity that is affiliated with an NASD-registered broker-dealer firm. You agree to notify us immediately if any of the foregoing representations is no longer true. (The provisions of this section do not apply to a broker or dealer located in a foreign country and doing business outside the jurisdiction of the United States.)

12.  
Termination
Either of us may cancel this Agreement at any time by written notice to the other.

13.  
Notices
All communications to us should be sent to the above address.  Any notice to you shall be duly given if mailed or sent by overnight courier to you at the address specified by you below.


Execute this Agreement in duplicate and return one of the duplicate originals to us for our file.  This Agreement (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment and (ii) shall be construed in accordance with the laws of the State of California.

 
Very truly yours,
Accepted:
 
 
AMERICAN FUNDS DISTRIBUTORS, INC .
By:
 
Firm
 
   
   
By:
By:
Officer or Partner
Kevin G. Clifford
 
President
   
Address:
 
   
   
Date:
 



 
American Funds Distributors, Inc.
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-9900, ext. 4



July 2008



Ladies and Gentlemen,


As you may know, American Funds recently announced plans to introduce a new share class to complement our Class F shares.  Class F-2 shares will be available for sale to the public beginning August 1, 2008.  The purpose of this notice is to amend your Class F Share Participation Agreement (the “Agreement”) with American Funds Distributors Inc. to incorporate this new share class.

As compared to the current Class F shares, Class F-2 shares will not carry a 12b-1 fee; however, they will carry an administrative services fee payable pursuant to a separate agreement with Capital Research and Management Company.  In connection with the offering of this new share class, Class F shares will be renamed Class F-1 shares.

Therefore, in consideration of the foregoing, the Agreement is amended as follows effective August 1, 2008:

1.
All references to " Class F shares " or " Shares " shall refer to both Class F-1 shares and Class F-2 shares, unless otherwise provided.

2.           Section 2 Paragraph 1 is amended as follows:

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.  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.


*         *          *          *          *

This agreement remains unchanged in all other respects.  Any order for Fund shares received by us following this notice shall be deemed an acceptance of this amendment to your Agreement.


Very truly yours,



Kevin G. Clifford


 
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 shares (Shares) of the Funds.  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 Class F shares of the Funds only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses.  The offering Prospectuses and this Agreement set forth the terms applicable to sales of shares of the Funds through you and all other representations or documents are subordinate.  In placing orders for the purchase and sale of shares of the Funds, you will be acting as agent for your customers.  We shall execute transactions for each of your customers only upon your authorization.  If you will be making the Funds available to retirement plan Clients, you may not use the Class F shares, but rather only the Class R shares may be used.  The terms of your American Funds Bank/Trust Company Selling Group Agreement will control that arrangement.

b.  
If your firm is providing trading and custodial services to other banks and the Client purchasing Shares is a client of another bank, you may not facilitate those transactions unless you (i) disclose the identity of the underlying bank representing that client, and (ii) have verified with us that the introducing bank has executed an agreement with us.  You shall also disclose the identity of any introducing intermediary (for example, broker, consultant, or registered investment adviser) involved in any transaction that you facilitate.  The required disclosures shall be made in such format as we mutually agree.


2.   Compensation for Sales of Fund Shares
In consideration of your making 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 Shares of Funds listed on Schedule A that are held in an account assigned to you.  The payment of this compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.  You represent that you have received a legal opinion that your receipt of 12b-1 distribution fees will not violate any applicable federal or state laws or regulations.

3.   Compensation for Administrative Services
You may be eligible to receive compensation for providing certain administrative services in respect of Shares of the Funds if you meet the requirements of and enter into a Class F Share Administrative Services Agreement with Capital Research and Management Company.


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
You are obliged to date and indicate the time of receipt of all orders you receive from your customers and to transmit promptly
all orders to us in time to provide for processing at the price next determined after receipt by you, in accordance with the Prospectuses.  You are not to withhold placing with us orders received from any customers for the purchase of shares.  You
shall not purchase shares through us except for the purpose of covering purchase orders already received by you, or for your
bona fide investment.


6.   Repurchase of Shares
If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full compensation paid to you on the original sale.


7.    Processing Redemption Requests
You shall not purchase any share of any of the Funds from a record holder at a price lower than the net asset value next determined by or for the Funds’ shares.  You shall, however, be permitted to sell any shares for the account of a shareholder of the Funds at the net asset value currently quoted by or for the Funds’ shares, and may charge a fair service fee for handling the transaction provided you disclose the fee to the record owner.


8.   Prospectuses and Marketing Materials
We shall furnish you without charge reasonable quantities of offering Prospectuses (including any supplements currently in effect) current shareholder reports of the Funds, and sales materials issued by us from time to time.  In the purchase of shares through us, you are entitled to rely only on the information contained in the offering Prospectus(es).  You may not publish any advertisement or distribute sales literature or other written material to the public that makes reference to us or any of the Funds (except material that we furnished to you) without our prior written approval.


9.      Effect of Prospectus
This Agreement is in all respects subject to statements regarding the sale and repurchase or redemption of shares made in offering Prospectuses of the Funds, which shall control and override any provision to the contrary in this Agreement.  Notwithstanding any contrary provision in this Agreement, you shall comply with the terms of the Prospectuses of the Funds.


10.  Relationship of Parties
You shall make available shares of the Funds only through us.  In no transaction (whether of purchase or sale) shall you have any authority to act as agent for, partner of, or participant in a joint venture with us or with the Funds or any other entity having either a Bank Selling Group Agreement or other Agreement with us.


11. State Securities Qualification
We act solely as agent for the Funds and are not responsible for qualifying the Funds or their shares for sale in any jurisdiction.  Upon written request we will provide you with a list of the jurisdictions in which the Funds or their shares are qualified for sale. We also are not responsible for the issuance, form, validity, enforceability or value of Fund shares.


12.  Representations
You represent that (1) you are (a) a properly registered or licensed broker or dealer under applicable federal and state securities laws and regulations, a member of the National Association of Securities Dealers, Inc. (NASD), and your membership with the NASD is not currently suspended or terminated or (b) a "bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (or other financial institution) and not otherwise required to register as a broker or dealer under such Act or any state laws; and (2) to the extent you offer any Class 529 shares, you are permitted by applicable law to offer such shares.  You agree to notify us immediately in writing if this representation ceases to be true.  You also agree that, if you are a bank or other financial institution as set forth above, you will comply with the applicable rules of the NASD, that you will maintain adequate records with respect to your customers and their transactions, and that such transactions will be without recourse against you by your customers.  We recognize that, in addition to applicable provisions of state and federal securities laws, you may be subject to the provisions of other laws governing, among other things, the conduct of activities by federal and state-chartered and supervised financial institutions and their affiliated organizations.  Because you will be the only entity having a direct relationship with the customer in connection with securities purchases hereunder, you will be responsible in that relationship for insuring compliance with all applicable federal and state laws and regulations relating to securities purchases hereunder.


13. Confidentiality
Each party to this Agreement agrees to maintain all information received from the other party pursuant to this Agreement in confidence, and each party agrees not to use any such information for any purpose, or disclose any such information to any person, except as permitted by applicable laws, rules and regulations.  This provision shall survive the termination of this Agreement.


14. Termination
Either of us may cancel this Agreement at any time by written notice to the other.


15.  Notices
All communications to us should be sent to the above address.  Any notice to you shall be duly given if mailed or sent by overnight courier to you at the address specified by you below.

*           *           *           *           *

Execute this Agreement in duplicate and return one of the duplicate originals to us for our file.  This Agreement (i) may be amended by notification from us and orders received following such notification shall be deemed to be an acceptance of any such amendment and (ii) shall be construed in accordance with the laws of the State of California.


Very truly yours,
American Funds Distributors, Inc.


By  ____________________                                                                         
Kevin G. Clifford
President




Accepted
 
________________________
Firm


By  ____________________                                                                         
Officer or Partner


Address:

_______________________
 

_______________________


Date:
 
_______________________
    American Funds

 


 
 

American Funds Distributors, Inc.
333 South Hope Street
Los Angeles, California 90071
Telephone 800/421-9900, ext. 4



July 2008


Ladies and Gentlemen,


As you may know, American Funds recently announced plans to introduce a new share class to complement our Class F shares.  Class F-2 shares will be available for sale to the public beginning August 1, 2008.  The purpose of this notice is to amend your Bank/Trust Company Participation Agreement for Class F Shares (the “Agreement”) with American Funds Distributors Inc. to incorporate this new share class.

As compared to the current Class F shares, Class F-2 shares will not carry a 12b-1 fee; however, they will carry an administrative services fee payable pursuant to a separate agreement with Capital Research and Management Company.  In connection with the offering of this new share class, Class F shares will be renamed Class F-1 shares.

Therefore, in consideration of the foregoing, the Agreement is amended as follows effective August 1, 2008:

1.
All references to " Class F shares " or " Shares " shall refer to both Class F-1 shares and Class F-2 shares, unless otherwise provided.

2.           Section 2 is amended as follows:

In consideration of your making Class F-1 shares of the Funds available through the Program, we will pay you compensation from the Funds’ 12b-1 Plans on a quarterly basis at the annual rate of 0.25% of the average daily net asset value of Class F-1 shares of Funds listed on Schedule A that are held in an account assigned to you.  The payment of this compensation is subject to the limitations contained in each Fund’s Plan of Distribution and may be varied or discontinued at any time.  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.  No compensation shall be paid under this Agreement on Class F-2 shares of the Funds.

*         *          *          *          *

This agreement remains unchanged in all other respects.  Any order for Fund shares received by us following this notice shall be deemed an acceptance of this amendment to your Agreement.


Very truly yours,


Kevin G. Clifford
 
 
[logo –American Funds SM ]

DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS
Paragraph Title
Page No
1.           Definitions
1
   
2.           Introduction
4
   
3.           Plan Oversight; Administration and Amendment
4
3.1.           Plan Oversight and Operation
4
3.2.           Plan Interpretation and Administration
4
3.3.           Plan Amendment
5
3.4.           Plan Termination
5
   
4.           Election to Defer Payments
5
4.1.           Election to Defer
5
4.2.           Current Independent Board Members
5
4.2.a.                      Newly Elected or Appointed Independent Board Members
5
4.3.           Modification or Revocation of Election to Defer
5
   
5.           Beneficiary Designation
6
   
6.           Deferred Payment Account
6
6.1.           Crediting Amounts
6
6.2.           Change of Investment Designation
6
6.3.           Exchange Requests
6
6.4.           Plan Participants Serving on Money Market Fund Boards
7
   
7.           Timing and Manner of Payments
7
7.1.           Timing of Payments
7
7.2.           Manner of Payment – Lump Sum
7
7.3.           Alternative Payment Methods
7
7.4.           Death of Plan Participant
8
7.5.           Disability of Plan Participant
8
7.6.           Unforeseeable Emergency
8
7.7.           Modification or Revocation for Post-2004 Deferrals
8
7.7.a.                      Special Transition Rule
8
7.8.           Modification or Revocation for Pre-2005 Deferrals
9
   
8.           Miscellaneous
9
   
Signature Pages
 
Exhibits A through D
 

1.
DEFINITIONS

1.1.            Administrator .  An individual designated by CRMC to process forms and receive Plan related communications from Plan Participants and otherwise assist the Committee in the administration of the Plan.

1.2.            Beneficiary(ies) .  The person or persons last designated in writing by a Plan Participant in accordance with procedures established by the Committee to receive the amounts payable under the Plan in the event of the Plan Participant’s death.  A Plan Participant may designate a Primary Beneficiary(ies) to receive amounts payable under the Plan upon the Plan Participant’s death.  A Plan Participant may also name a Contingent Beneficiary(ies) to receive amounts payable under the Plan upon the Participant’s death if there is no surviving Primary Beneficiary(ies).

1.3.            Board(s) .  The Board of Directors of a Fund(s).

1.4.            Committee .  A group of Independent Board Members responsible for oversight and operation of the Plan.  The Committee must consist of a minimum of three members, each currently serving as an Independent Board Member of at least one Fund.  Each Fund, by the affirmative vote of at least a majority of its Board (including a majority of the Fund’s Independent Board Members) shall appoint the initial members of the Committee.  Thereafter, the Committee shall determine its membership by majority vote.

1.5.            CRMC .  Capital Research and Management Company.

1.6.            Date of Crediting .
(i)  
With respect to a retainer deferred by a Plan Participant, the Date of Crediting is the first day of the period to which the retainer relates.
(ii)  
With respect to a meeting fee deferred by a Plan Participant, the Date of Crediting is the date of the meeting.
(iii)  
If any Date of Crediting falls on a Saturday, Sunday or federal holiday, the Date of Crediting will be the first business day following such Saturday, Sunday or federal holiday.

1.7.            Deferred Payment Account(s) .  An account established in the name of the Plan Participant on the books of each Fund serviced by the Plan Participant.  Such account shall reflect the number of Phantom Shares credited to the Plan Participant under the Plan.  A Deferred Payment Account will be divided into two separate Deferred Payment Accounts.  One account will contain deferrals made prior to January 1, 2005, including any earnings thereon (“ pre-2005 deferrals”) .  The other account will contain deferrals made on or after January 1, 2005, including any earnings thereon (“ post-2004 deferrals ”).

1.8.             Disabled or Disability .  A Plan Participant is disabled when he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months .
1.9.            Exhibit A (“List of Participating Funds”) .  List of mutual funds managed by CRMC that have adopted the Plan.

1.10.                       Exhibit B (“Deferral Election Form”) .  A form indicating the compensation to be deferred under the Plan and the timing and manner of distribution.  This form must be filed with the Administrator prior to the first day of the calendar year to which it first applies.  Notwithstanding the foregoing, any person who is first elected or appointed an Independent Board Member of the Fund may file this form before or within 30 days after first becoming an Independent Board Member.

1.11.                       Exhibit C (“Beneficiary Designation Form”) .  A form indicating the beneficiary designations of a Plan Participant.

1.12.                       Exhibit D (“Rate of Return Election Form”) .  A form indicating the percentages of deferrals allocated to each Fund.

1.13.                       Fixed Dollar Installment Method .  One of the two alternative methods to a lump-sum available for payments under the Plan other than for reasons of death, Disability or Unforeseeable Emergency.  The amount of each installment shall equal the fixed dollar amount previously selected by the Plan Participant on Exhibit B.  A Plan Participant’s Deferred Payment Account subject to the Fixed Dollar Installment method shall be adjusted by the amount of each such installment payment by reducing the number of Phantom Shares of each Fund credited to the Deferred Payment Account using the net asset values per Class A share as of the last day of the calendar quarter immediately preceding the date of payment.  These reductions shall occur proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the same before and after each installment payment.

1.14.                       Fund(s) .  A mutual fund advised by CRMC, collectively the “Funds.”

1.15.                       Independent Board Member(s) .  Directors or trustees, and as applicable, advisory board members and director or trustee emeriti who are not considered “interested persons” of any mutual fund managed by CRMC under the Investment Company Act of 1940 and listed in Exhibit A.

1.16            Money Market Fund .  The Cash Management Trust of America (CMTA), The U.S. Treasury Money Fund of America (CTRS) or The Tax-Exempt Money Fund of America, Inc. (CTEX).


1.17.                       Permissible Payment Event .  A Permissible Payment Event is any one of the following:
(i)  
The date specified in Exhibit B by the Plan Participant that is objectively determinable at the time compensation is deferred under the Plan and is at least twenty-four months past the date of the first deferral election made by the Plan Participant; or
(ii)  
The date on which the Plan Participant is no longer an Independent Board Member of any Fund; or
(iii)  
The date the Plan Participant dies; or
(iv)  
The date the Administrator receives notification that the Plan Participant is Disabled; or
(v)  
The date the Committee determines that the Plan Participant has an Unforeseeable Emergency; or
(vi)  
For pre-2005 deferrals only, a distribution event permissible under the terms of the Plan in effect on January 1, 2004.

1.18.                       Phantom Shares .  Fictional shares of the Fund(s) that a Plan Participant has selected in Exhibit D that have been credited to his or her Deferred Payment Account(s).  Phantom Shares shall have the same economic characteristics as actual Class A shares in terms of mirroring changes in net asset value and reflecting corporate actions (including, without limitation, receipt of dividends and capital gains distributions).  However, because Phantom Shares are fictional, they shall not entitle any Plan Participant to vote on matters of any sort, including those affecting the Funds.

1.19.                       Plan or Deferred Compensation Plan .  The deferred compensation plan adopted by the Funds listed in Exhibit A.

1.20.                       Plan Participant(s) .  An Independent Board Member who has elected to defer compensation under the Plan, or is receiving payments under the Plan in respect of prior service as an Independent Board Member.

1.21.                       Unforeseeable Emergency .  The following events may constitute an Unforeseeable Emergency under the Plan:  (i) severe financial hardship of the Plan Participant or his or her Beneficiary(ies) resulting from illness or accident of the Plan Participant or Beneficiary(ies) and such spouses or dependents of the Plan Participant or Beneficiary(ies); (ii) loss of the Plan Participant’s or Beneficiary(ies)’ property due to casualty or (iii) similar extraordinary unforeseeable circumstances beyond the control of the Plan Participant or the Beneficiary(ies).  The Committee, in its sole discretion, will determine if the Plan Participant has an Unforeseeable Emergency, after taking into account the extent to which such Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Plan Participant's assets (to the extent the liquidation of such assets would not itself cause an Unforeseeable Emergency).


1.22.                       Variable Dollar Installment Method .  One of the two alternative methods to a lump-sum available for payments under the Plan other than for reasons of death, Disability or Unforeseeable Emergency.  The amount of each installment shall be determined for a Deferred Payment Account by multiplying the number of Phantom Shares of a Fund(s) allocated to the Deferred Payment Account by a fraction, the numerator of which shall be one and the denominator of which shall be the then remaining number of unpaid installments (including the installment then to be paid), and multiplying the resulting number of Phantom Shares by the net asset value per Class A share of such Fund(s) as of the last day of the calendar quarter immediately preceding the date of payment.  A Plan Participant’s Deferred Payment Account subject to the Variable Dollar Installment method shall be adjusted by the amount of each such installment payment by reducing the number of Phantom Shares of each Fund credited to the Deferred Payment Account.  These reductions shall occur proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the same before and after each installment payment.  For this purpose, net asset values per Class A share as of the last day of the calendar quarter immediately preceding the date of payment shall be used in calculating pre- and post-payment values.


2.
INTRODUCTION

With effect on January 1, 2005, each mutual fund managed by CRMC and listed in Exhibit A has adopted, by the affirmative vote of at least a majority of its Board (including a majority of its Board members who are not interested persons of the mutual fund), this Plan for Independent Board Members.


3.
PLAN OVERSIGHT; INTERPRETATION AND AMENDMENT

3.1.            Plan Oversight and Operation .  The Committee shall enforce the Plan in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes.  The Committee may utilize the services of the Administrator to conduct routine Plan administration.

3.2.            Plan Interpretation and Administration .  The Committee shall have full discretion to construe and interpret the terms and provisions of the Plan, which interpretation or construction shall be final and binding on all parties, including, but not limited to, the Funds and any Plan Participant or Beneficiary.  The Committee shall administer such terms and provisions in a uniform and non-discriminatory manner and in full accordance with any and all laws and regulations applicable to the Plan.

3.3.            Plan Amendment .  The Committee may approve any amendment to the Plan; provided, however, (i) that no such amendment shall adversely affect the right of Plan Participants to receive amounts previously credited to their Deferred Payment Accounts; and (ii) each Independent Board Member shall receive notification of any such proposed amendment to the Plan at least ten (10) days prior to the Committee’s consideration of such amendment.  Upon receipt of such notification, an Independent Board Member may communicate to the Committee for its consideration any concern or objection to the proposed amendment.

3.4.            Plan Termination .  The Committee may recommend to the Boards the termination of the Plan; provided, however, that no such termination shall adversely affect the right of Plan Participants to receive amounts previously credited to their Deferred Payment Accounts.


4.
ELECTION TO DEFER PAYMENTS

4.1.            Election to Defer .  Pursuant to the Plan, Independent Board Members may elect to have all or any portion of payment of their retainer and/or meeting fees, including board and committee meeting fees, deferred as provided herein.  An Independent Board Member who elects to participate in the Plan shall file copies of Exhibits B, C and D with the Administrator.  An Independent Board Member will not be treated as a Plan Participant and no amount will be deferred under the Plan until Exhibits B, C and D are received by the Administrator and determined by the Administrator to be complete and in good order.

4.2.            Current Independent Board Members .  A deferral election made by a Plan Participant who timely files Exhibits B, C and D with the Administrator shall become effective and apply with respect to retainers and meeting fees earned during the calendar year following the filing of the deferral election, and each subsequent calendar year, unless modified or revoked in accordance with the terms of this Plan.  During the period from such filing and prior to the effectiveness of such election, the most recently filed and effective Exhibit B shall apply to all amounts payable to the Plan Participant under the Plan.

4.2.a.                       Newly Elected or Appointed Independent Board Members .  Any person who is first elected or appointed an Independent Board Member of the Fund during a calendar year and who timely files Exhibits B, C and D with the Administrator may elect to defer any unpaid portion of (i) the retainer applicable to such calendar year and (ii) the fees for future meetings during such calendar year.  Unless revoked or modified in accordance with the terms of this Plan, a deferral election made pursuant to this paragraph will apply for each subsequent calendar year after the year of the deferral election.

4.3.            Modification or Revocation of an Election to Defer .  A Plan Participant may modify or revoke an election to defer, as to future compensation, effective on the first day of the next calendar year, which modification or revocation shall remain in effect for each subsequent calendar year (until modified or revoked in accordance with the Plan), by filing a new Exhibit B with the Administrator prior to the beginning of such next calendar year.

5.
BENEFICIARY DESIGNATION

Each Plan Participant shall designate in Exhibit C the Primary and, if applicable, Contingent Beneficiary(ies) he or she desires to receive amounts payable under the Plan in the event of the Plan Participant’s death.  A Plan Participant may from time to time change his or her designated Primary or Contingent Beneficiary(ies) without the consent of such Beneficiary(ies) by filing a new Exhibit C with the Administrator.

At the time of death of a Plan Participant, if there is no living designated Primary Beneficiary(ies), the designated Contingent Beneficiary(ies), if any, shall be the Beneficiary.  If there are no living Primary or Contingent Beneficiary(ies), the Plan Participant’s surviving spouse shall be the Beneficiary.  If there is no surviving spouse, the Plan Participant’s estate shall be the Beneficiary.


6.
DEFERRED PAYMENT ACCOUNT

6.1.            Crediting Amounts .  A Plan Participant may select one or more Funds in which his or her deferred compensation is invested for purposes of crediting earnings, by filing Exhibit D with the Administrator.  Any compensation deferred by a Plan Participant shall be credited to his or her Deferred Payment Account on the books of each Fund served by the Plan Participant in the form of Phantom Shares of the Fund(s) that the Plan Participant has selected.

The number of Phantom Shares credited to a Plan Participant’s Deferred Payment Account shall be the number of whole and fractional Phantom Shares determined by dividing the amount of the deferred compensation invested in the particular Fund(s) by the net asset value per Class A share of such Fund(s) as of the Date of Crediting.

6.2.            Change of Investment Designation .  A Plan Participant may change the designation of the Fund(s) in which his or her future deferred compensation is invested by filing a revised Exhibit D with, or by telephoning, the Administrator.  The Administrator will confirm promptly in writing to the Plan Participant any change of investment designation accomplished by telephone.  Any change of investment designation shall be effective only with respect to retainers and meeting fees earned after receipt of such request by the Administrator.  If a request is received after 1:00pm PT, the change in investment designation will be effective the next business day.

6.3.            Exchange Requests .  By contacting the Administrator, a Plan Participant may request to exchange Phantom Shares of one or more Funds previously credited to a Deferred Payment Account for Phantom Shares of another Fund(s) based on their relative net asset values per Class A share next determined.  The Administrator will confirm promptly in writing to the Plan Participant any exchange request made by telephone.  An exchange request will be effective after receipt of such request by the Administrator  If a request is received after the close of the New York Stock Exchange, the exchange will be effective on the next business day.  An exchange request may relate to one or more Deferred Payment Accounts; however, no more than 12 exchange requests will be processed each calendar year for all amounts credited under this Plan to any one Plan Participant.  For purposes of this limitation, all exchange requests received by the Administrator in one day shall be treated as one exchange request.

6.4.            Plan Participants Serving on Money Market Fund Boards .  Notwithstanding the other provisions of Section 6, a Plan Participant serving on the Board of a Money Market Fund may select only that Money Market Fund in which his or her compensation is invested for purposes of crediting earnings.  In addition, no exchanges will be permitted in a Deferred Payment Account on the books of a Money Market Fund.


7.
TIMING AND MANNER OF PAYMENTS

7.1.            Timing of Payments .  Amounts credited to a Deferred Payment Account under the Plan to a Plan Participant shall be paid to the Plan Participant in accordance with the terms of the Plan only upon the occurrence of a Permissible Payment Event.

7.2.            Manner of Payment – Lump Sum .  Upon the occurrence of a Permissible Payment Event, the amount of payment to a Participant shall be determined by multiplying the number of Phantom Shares of a Fund(s) that have been allocated to the Plan Participant’s Deferred Payment Account subject to the Permissible Payment Event, by the net asset value per Class A share of such Fund(s) as of the date of the Permissible Payment Event.

The payment shall be made to the Plan Participant as soon as administratively practicable, but in no event later than thirty (30) days from the date of the Permissible Payment Event.

7.3.            Alternative Payment Methods .  A Plan Participant entitled to payment for reasons other than death, Disability or Unforeseeable Emergency, may elect, instead of a lump-sum payment, to receive annual or quarterly installment payments as specified by the Plan Participant in Exhibit B.

The Plan Participant may elect either the Variable Dollar Installment Method or the Fixed Dollar Installment Method for a period not to exceed thirty (30) years.  Once installment payments begin under either method, they cannot be stopped, except in case of death, Disability or Unforeseeable Emergency.  Under either method, the first payment to a Plan Participant shall be calculated as of last day of the calendar quarter that contains the Permissible Payment Event.  This first payment shall be made to the Plan Participant as soon as administratively practicable thereafter, but in no event later than thirty (30) days after the end of the calendar quarter that contains the Permissible Payment Event.  Subsequent payments shall be made within thirty (30) days of the close of future calendar quarters or years, consistent with the Plan Participant’s election of either quarterly or annual installments.  As of December 31, 2006, Plan Participants receiving payments under either one of the alternative payment methods will continue to receive payments under the payment schedule existing on that date.

In no event shall a payment under the Fixed Dollar Installment Method relating to a Deferred Payment Account exceed the value of the Deferred Payment Account as of the last day of the calendar quarter immediately preceding the date of payment.  If any balance credited to a Plan Participant’s Deferred Payment Account remains positive on the date 30 years from the date of the initial payment to the Plan Participant, then such remaining balance shall be paid to the Plan Participant as soon as practicable thereafter in a single lump sum payment.

The right to a series of installment payments with respect to post-2004 deferrals under the Plan shall be treated as a right to a series of separate payments.

7.4.            Death of Plan Participant .  If the Plan Participant dies at any time before all amounts in his or her Deferred Payment Accounts have been paid, such remaining amounts shall be paid in a lump-sum to the Plan Participant’s Beneficiary(ies).

7.5.            Disability of Plan Participant .  In the event the Plan Participant shall become Disabled before all amounts credited to the Plan Participant’s Deferred Payment Accounts have been paid to him or her, such remaining amounts shall be paid in a lump sum to the Plan Participant.

7.6.            Unforeseeable Emergency .  If the Committee determines that the Plan Participant has an Unforeseeable Emergency, the Committee may make a lump sum payment to the Plan Participant from his or her Deferred Payment Account(s) in an amount not to exceed the amount necessary to satisfy the emergency need plus any taxes that may be owed on the payment.  In the event the payment is less than the value of all of the Plan Participant’s Deferred Payment Accounts, the Deferred Payment Accounts shall be reduced proportionately so that, with respect to each such Fund, the ratio of the value of all Phantom Shares of the Fund to the value of the Deferred Payment Account shall remain the same before and after payment.

7.7.            Modification or Revocation for Post-2004 Deferrals .  A Plan Participant’s designation as to timing and manner of payments of post-2004 deferrals under the Plan may be modified or revoked by filing a written election with the Administrator.  Such designation will not be effective for at least 12 months.  To be valid the new designation must (i) be made at least 12 months before the first scheduled payment under the current designation and (ii) delay the first payment by at least 5 years from the date the first payment would otherwise have been made under the current designation.  No other modification of the designation as to the timing or manner of payment will be valid.

7.7.a.                       Special Transition Rule .  Under U.S. Treasury transition relief that extends through December 31, 2008 (or such later date as may be included in further Treasury guidance) a Plan Participant may change the timing or manner of payment of post-2004 deferrals without regard to the limitations described in paragraph 7.7.  A Plan Participant may not, however, change the timing of payment with respect to deferrals that would have been paid in the year that he or she uses the transition relief.  Furthermore, a Plan Participant may not accelerate post-2004 deferrals into the year that he or she takes advantage of the transition relief.

7.8.            Modification or Revocation for Pre-2005 Deferrals .  A Plan Participant’s designation as to timing and manner of payments of pre-2005 deferrals under the Plan may be modified or revoked by filing a written election with the Administrator.  However, any subsequent designation that would result in a change in the timing of a payment under the Plan or a change in the manner of payments under the Plan shall not be effective unless such subsequent designation is made not less than 12 months prior to the date of the first scheduled payment under the Plan.  With respect to such pre-2005 deferrals, the Committee may, in its sole discretion, accelerate the payment of any pre-2005 deferral.


8.
MISCELLANEOUS

8.1.            Purchase of Underlying Shares .  To the extent a Plan Participant’s Deferred Payment Account has been credited with Phantom Shares of a Fund other than the Fund responsible for payment of the compensation being deferred, a Fund may, but shall not be obligated to, purchase and maintain Class A shares of such other Fund in amounts equal in value to such Phantom Shares.

8.2.            Unsecured Promise to Pay .  Amounts credited to a Plan Participant’s Deferred Payment Account under this Plan shall not be evidenced by any note or other security, funded or secured in any way.  No assets of a Fund (including, without limitation, shares of other Funds) shall be segregated for the account of any Plan Participant (or Beneficiary), and Plan Participants (and Beneficiaries) shall be general unsecured creditors for payments due under the Plan.

8.3.            Withholding Taxes.   The Administrator shall deduct, any federal, state or local taxes and other charges required by law to be withheld.

8.4.            Statements .  The Administrator, on behalf of each Fund, shall furnish to each Plan Participant a statement showing the balance credited to his or her Deferred Payment Account at least annually.

8.5.            Assignment .  No amount in a Plan Participant’s Deferred Payment Account may be assigned or transferred by the Plan Participant except by will or the law of descent and distribution.

8.6.   Governing Law; Severability .  The Plan shall be construed, governed and administered in accordance with the laws and regulations of the United States Treasury Department and the State of California.  The Plan is subject to applicable law and regulation and, in the event of changes in such law or regulation, shall be construed and applied in a manner in which the intent of its terms and provisions are best preserved.  In the event that one or more provisions of the Plan are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired.

AMCAP Fund, Inc.:
Claudia P. Huntington, President & Principal Executive Officer
Vincent P. Corti, Secretary
 
American Balanced Fund, Inc.:
Robert G. O’Donnell, Vice Chairman & Principal Executive Officer
Patrick F. Quan, Secretary
 
The American Funds Income Series:
John H. Smet, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
American Funds Insurance Series:
James K. Dunton, Vice Chairman & Principal Executive Officer
Chad L. Norton, Secretary
 
American Funds Target Date Retirement Series, Inc.:
James B. Lovelace, Vice Chairman & Principal Executive Officer
Steven I. Koszalka, Secretary
The American Funds Tax-Exempt Series II:
Abner D. Goldstine, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
Capital World Growth and Income Fund, Inc.:
Stephen E. Bepler, President & Principal Executive Officer
Vincent P. Corti, Secretary
 
The Cash Management Trust of America:
Abner D. Goldstine, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
EuroPacific Growth Fund:
Mark E. Denning, President & Principal Executive Officer
Vincent P. Corti, Secretary
 
Fundamental Investors, Inc.:
James F. Rothenberg, Vice Chairman & Principal Executive Officer
Patrick F. Quan, Secretary
 
The Growth Fund of America, Inc.:
James F. Rothenberg, Vice Chairman & Principal Executive Officer
Patrick F. Quan, Secretary
 
The Income Fund of America, Inc.:
Hilda L. Appplbaum, Chairman & Principal Executive Officer
Patrick F. Quan, Secretary
 
Intermediate Bond Fund of America:
John H. Smet, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
SMALLCAP World Fund, Inc.:
Gordon Crawford, Vice Chairman & Principal Executive Officer
Chad L. Norton, Secretary
 
The Tax-Exempt Bond Fund of America, Inc.:
Neil L. Langberg, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
American High-Income Municipal Bond Fund, Inc.:
Mark R. Macdonald, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
American High-Income Trust:
David C. Barclay, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
American Mutual Fund, Inc.:
James K. Dunton, Vice Chairman & Principal Executive Officer
Vince P. Corti, Secretary
 
The Bond Fund of America, Inc.:
Abner D. Goldstine, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
Capital Income Builder, Inc.:
James B. Lovelace, Vice Chairman & Principal Executive Officer
Vincent P. Corti, Secretary
Capital World Bond Fund, Inc.:
Mark H. Dalzell, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
International Growth and Income Fund, Inc.:
Paul F. Roye, Executive Vice President & Principal Executive Officer
Patrick F. Quan, Secretary
 
The Investment Company of America:
R. Michael Shanahan, Chairman & Chief Executive Officer
Vincent P. Corti, Secretary
 
Limited Term Tax-Exempt Bond Fund of America:
Brenda S. Ellerin, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
The New Economy Fund:
Timothy D. Armour, President & Principal Executive Officer
Chad L. Norton, Secretary
 
New Perspective Fund, Inc.:
Robert W. Lovelace, President & Principal Executive Officer
Vincent P. Corti, Secretary
 
New World Fund, Inc.:
Robert W. Lovelace, President & Principal Executive Officer
Vincent P. Corti, Secretary
 
Short-Term Bond Fund of America, Inc.
David A. Hoag, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
The Tax-Exempt Money Fund of America, Inc.:
Abner D. Goldstine, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 
The U.S. Treasury Money Fund of America:
Abner D. Goldstine, President & Principal Executive Officer
Kimberly S. Verdick, Secretary
 





[logo – American Funds®]
 
 
EXHIBIT A

LIST OF PARTICIPATING FUNDS
ABBREVIATION
   
AMCAP Fund, Inc.
AMCAP
American Balanced Fund, Inc.
AMBAL
American Funds Insurance Series
AFIS
American Funds Target Date Retirement Series
AFTD
American High-Income Municipal Bond Fund, Inc.
AHIM
American High-Income Trust
AHIT
American Mutual Fund, Inc.
AMF
The Bond Fund of America, Inc.
BFA
Capital Income Builder, Inc.
CIB
Capital World Bond Fund, Inc.
WBF
Capital World Growth and Income Fund, Inc.
WGI
The Cash Management Trust of America
CMTA
EuroPacific Growth Fund
EUPAC
Fundamental Investors, Inc.
FI
The Growth Fund of America, Inc.
GFA
The Income Fund of America, Inc.
IFA
Intermediate Bond Fund of America
IBFA
International Growth and Income Fund, Inc.
IGI
The Investment Company of America
ICA
Limited Term Tax-Exempt Bond Fund of America
LTEX
The New Economy Fund
NEF
New Perspective Fund, Inc.
NPF
New World Fund, Inc.
NWF
SMALLCAP World Fund, Inc.
SCWF
Short-Term Bond Fund of America, Inc.
STBF
The Tax-Exempt Bond Fund of America, Inc.
TEBF
The Tax-Exempt Fund of California
TEFCA
The Tax-Exempt Money Fund of America, Inc.
CTEX
The U.S. Treasury Money Fund of America
CTRS
U.S. Government Securities Fund
GVT

 
 
[logo – American Funds®]
 
 
EXHIBIT B
 
b

Deferral Election Form

I am a participant in the Deferred Compensation Plan for Independent Board Members of the mutual funds managed by CRMC and I wish my compensation from Board service to [all funds][the following funds ______________________________________] deferred as follows:

I elect to defer the following portion of my compensation from the funds managed by CRMC and designated above: 1
·   Annual retainer as an Independent Board Member:                                                                                                     %
·   Board and Committee meeting fees as an Independent Board Member:                                          %
I understand that, to be effective, this election must be filed with the Administrator of the Plan prior to the first day of the first calendar year to which it applies, except as provided in Section 4.2.a. of the Plan.  Once effective, this election will continue until revoked or modified in accordance with the terms of the Plan.
I hereby specify that I shall be entitled to payment of my deferred compensation upon the occurrence of either Permissible Payment Event indicated in the corresponding box (check one), or any other Permissible Payment Event:
q   The date on which I am no longer an Independent Board Member of any fund managed by CRMC; or
q   The following date which is objectively determinable at the time my compensation is deferred and is at least twenty four 
       months past the date of the first deferral election made by me (cannot be an “event”):
I hereby specify that payments from my Deferred Payment Account(s) for the fund(s) listed above be made beginning within thirty (30) days of the close of the calendar quarter containing the Permissible Payment Event (outlined above):
q   In a single lump sum payment ;
OR
q   In annual                   q           In quarterly variable dollar installment payments over a period of
q   5 years                       q           10 years                     q        15 years                        q        years (not to exceed 30);
OR
q        In annual                    q          In quarterly fixed dollar payments of $ each; however, in no event shall any installment payment exceed the balance credited to my Deferred Payment Account on the date immediately preceding the date of payment.



Name (please print)                                                                                                                                Date

____________________
Signature                                                                                                                     SSN or ITIN


 
1   If clarification regarding deferrals for different Funds is necessary, please attach explanatory sheet.
 
 
[logo – American Funds®]
 
EXHIBIT C
 
c

Beneficiary Designation Form

I hereby designate the following beneficiary(ies) to receive any death benefit payable on account of my participation in the Deferred Compensation Plan for Independent Board Members of
the mutual funds managed by CRMC.

Primary Beneficiary(ies):
1.   Name:                                                                    % Share:                                
Address:
Relationship:
Date of Birth:                                                          Social Security #:
Trust Name and Date (if beneficiary is a trust):
Trustee of Trust:
2.   Name:                                                                    % Share:                                
Address:
Relationship:
Date of Birth:                                                          Social Security #:
Trust Name and Date (if beneficiary is a trust):
Trustee of Trust:
Contingent Beneficiary(ies):
1.   Name:                                                                    % Share:                                
Address:
Relationship:
Date of Birth:                                                          Social Security #:
Trust Name and Date (if beneficiary is a trust):
Trustee of Trust:
2.   Name:                                                                    % Share:                                
Address:
Relationship:
Date of Birth:                                                          Social Security #:
Trust Name and Date (if beneficiary is a trust):
Trustee of Trust:

I understand that payment will be made to my Contingent Beneficiary(ies) only if there is no surviving Primary Beneficiary(ies).

Participant’s Name (please print)                                                                                                                                Date


Participant’s Signature

 
 
[logo – American Funds®]
EXHIBIT D
 
d

Rate of Return Election Form

I am a participant in the Deferred Compensation Plan for Independent Board Members of
the mutual funds managed by CRMC and I wish my compensation from Board service to [all funds] [the following funds ________________________________________________________________] invested as follows:

With respect to future earnings, I hereby elect to have amounts credited to my Deferred Payment Account(s) for the fund(s) listed above invested in Class A shares of the specified funds:
*I understand that if I serve on the Board of a Money Market Fund, I may only have amounts credited to my Deferred Payment Account for that Money Market Fund with respect to future earnings invested in Class A shares of that particular Money Market Fund.
 
With respect to future earnings, I hereby elect to have amounts credited to my Deferred Payment Account(s) for the fund(s) listed above invested in Class A shares of the specified funds:
*I understand that if I serve on the Board of a Money Market Fund, I may only have amounts credited to my Deferred Payment Account for that Money Market Fund with respect to future earnings invested in Class A shares of that particular Money Market Fund.
FUNDS
AMCAP Fund, Inc.
American Balanced Fund, Inc.
American High-Income Municipal Bond Fund, Inc.
American High-Income Trust
American Mutual Fund, Inc.
The Bond Fund of America, Inc.
Capital Income Builder, Inc.
Capital World Bond Fund, Inc.
Capital World Growth and Income Fund, Inc.
The Cash Management Trust of America*
EuroPacific Growth Fund
Fundamental Investors, Inc.
The Growth Fund of America, Inc.
The Income Fund of America, Inc.
Intermediate Bond Fund of America
International Growth and Income Fund, Inc.
The Investment Company of America
Limited Term Tax-Exempt Bond Fund of America
The New Economy Fund
New Perspective Fund, Inc.
New World Fund, Inc.
SMALLCAP World Fund, Inc.
Short-Term Bond Fund of America, Inc.
The Tax-Exempt Bond Fund of America, Inc.
The Tax-Exempt Fund of California
The Tax-Exempt Fund of Maryland
The Tax-Exempt Fund of Virginia
The Tax-Exempt Money Fund of America, Inc.*
The U.S. Treasury Money Fund of America*
U.S. Government Securities Fund
Washington Mutual Investors Fund, Inc.
American Funds 2050 Target Date Retirement Fund
American Funds 2045 Target Date Retirement Fund
American Funds 2040 Target Date Retirement Fund
American Funds 2035 Target Date Retirement Fund
American Funds 2030 Target Date Retirement Fund
American Funds 2025 Target Date Retirement Fund
American Funds 2020 Target Date Retirement Fund
American Funds 2015 Target Date Retirement Fund
American Funds 2010 Target Date Retirement Fund
% ALLOCATION
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
     

I have read and understand this Rate of Return Election Form.  I understand that earnings credited to my Deferred Payment Account(s) under the Plan in accordance with this Form shall be credited in the form of Phantom Shares rather than actual shares.  I further state that I have reviewed the prospectus for each designated mutual fund.

   
Name (please print
Date
   
   
Signature
 


INTERNATIONAL GROWTH AND INCOME FUND, INC.

ADMINISTRATIVE SERVICES AGREEMENT

WHEREAS, International Growth and Income Fund, Inc. (the “Fund”), is a Maryland corporation registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end diversified investment company that offers Class C shares; Class F-1 shares, Class F-2 shares (together, the “Class F shares”); Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares and Class R-5 shares (collectively, the “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, the “Class 529 shares”); and

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; and

WHEREAS, the Fund wishes to have the Investment Adviser arrange for and coordinate, monitor, oversee and assist with the provision of transfer agent and shareholder services (“transfer agent services”) and certain other administrative services (other than those provided pursuant to any other agreement with the Fund), including but not limited to recordkeeping, transactional services, tax information returns and reports, fund communication and shareholder communication (collectively “administrative services”) for the Fund’s Class C shares, Class F shares, Class R shares and Class 529 shares; and

WHEREAS, the Investment Adviser is willing to perform or to cause to be performed such transfer agent services and administrative services for the Fund’s Class C shares, Class F shares, Class R shares and Class 529 shares on the terms and conditions set forth herein; and

WHEREAS, the Fund and the Investment Adviser wish to enter into an Administrative Services Agreement (“Agreement”) whereby the Investment Adviser would perform or cause to be performed such transfer agent services and administrative services for the Fund’s Class C shares, Class F shares, Class R shares and Class 529 shares;

NOW, THEREFORE, the parties agree as follows:

1.            Services .  During the term of this Agreement, the Investment Adviser shall perform or cause to be performed the transfer agent services and administrative services set forth in Exhibit A hereto, as such exhibit may be amended from time to time by mutual consent of the parties.  The Fund and Investment Adviser acknowledge that the Investment Adviser will contract with third parties, including American Funds Service Company (“AFS”), to perform such transfer agent services and administrative services.  In selecting third parties to perform transfer agent and administrative services, the Investment Adviser shall select only those third parties that the Investment Adviser reasonably believes have adequate facilities and personnel to diligently perform such services.  The Investment Adviser shall monitor, coordinate, oversee and assist with the activities performed by third parties with which it or AFS contracts to ensure shareholders receive high-quality service. In doing so the Investment Adviser shall establish procedures to monitor the activities of such third parties.  These procedures may, but need not, include monitoring:  (i) telephone queue wait times; (ii) telephone abandon rates; (iii) website and voice response unit downtimes; (iv) downtime of the third party’s shareholder account recordkeeping system; (v) the accuracy and timeliness of financial and non-financial transactions; (vi) to ensure compliance with the Fund prospectus; and (vii) with respect to Class 529 shares, compliance with the CollegeAmerica program description.

2.          Fees .

(a) Transfer Agent Fees.   In consideration of transfer agent services performed or caused to be performed by the Investment Adviser for the Fund’s Class C shares, Class F shares and Class R shares, the Fund shall pay the Investment Adviser transfer agent fees according to the fee schedule contained in the Shareholder Services Agreement, as amended from time to time, between the Fund and AFS.  No Transfer Agent Fees shall be paid in respect of accounts that are held in other than street name or a networked environment.  No fees shall be paid under this paragraph 2(a) for services provided by third parties other than AFS.  All fund-specific charges from third parties—including DST charges, postage, NSCC transaction charges and similar out-of-pocket expenses—will be passed through directly to the Fund.  Transfer agent fees shall be paid within 30 days after receipt of an invoice for transfer agent services performed the preceding month.

(b) Administrative Services Fees.   In consideration of administrative services performed or caused to be performed by the Investment Adviser for the Fund’s Class C shares, Class F shares, Class R shares and Class 529 shares, the Fund shall pay the Investment Adviser an administrative services fee (“administrative fee”).  For the Fund’s Class C shares, Class F-1 shares, Class F-2 shares, Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares and Class 529 shares, the administrative fee shall accrue daily and shall be calculated at the annual rate of 0.15% of the average net assets of those shares.  For the Fund’s Class R-5 shares, the administrative fee shall accrue daily and shall be calculated at the annual rate of 0.10% of the average net assets of the Class R-5 shares.  The administrative fee shall be paid within 30 days after receipt of an invoice for administrative services performed in the preceding month.

3.          Effective Date and Termination of Agreement .  This Agreement shall become effective on October 1, 2008, and unless terminated sooner it shall continue in effect until December 31, 2008.   It may thereafter be continued from year to year only with the approval of a majority of those Directors of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Agreement or any agreement related to it (the “Independent Directors”).  This Agreement may be terminated as to the Fund as a whole or any class of shares individually at any time by vote of a majority of the Independent Directors.  The Investment Adviser may terminate this agreement upon sixty (60) days’ prior written notice to the Fund.

4.          Amendment .  This Agreement may not be amended to increase materially the fees payable under this Agreement unless such amendment is approved by the vote of a majority of the Independent Directors.

5.          Assignment .  This Agreement shall not be assignable by either party hereto and in the event of assignment shall automatically terminate forthwith.  The term “assignment” shall have the meaning set forth in the 1940 Act.  Notwithstanding the foregoing, the Investment Adviser is specifically authorized to contract with third parties for the provision of transfer agent, shareholder services, and administrative services on behalf of the Fund.

6.          Issuance of Series of Shares .  If the Fund shall at any time issue shares in more than one series, this Agreement may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

7.   Choice of Law .  This Agreement shall be construed under and shall be governed by the laws of the State of California, and the parties hereto agree that proper venue of any action with respect hereto shall be Los Angeles County, California.

8.   Limitation on Fees .   Notwithstanding the foregoing, the portion of the administrative fees payable under this Agreement retained by the Investment Adviser (after all permissible payments to AFS and third party service providers) will be limited to no more than 0.05% of average net assets per share class.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate original by its officers thereunto duly authorized, as of October 1, 2008.


CAPITAL RESEARCH AND MANAGEMENT
COMPANY
INTERNATIONAL GROWTH AND INCOME FUND, INC.
   
   
By:           
By:                                                      
Timothy D. Armour, President
Paul F. Roye, Executive Vice President
 
and Principal Executive Officer
   
   
By:           
By:                                                      
Michael J. Downer, Vice President
Patrick F. Quan, Secretary
and Secretary
 


EXHIBIT A
to the
Administrative Services Agreement

Transfer Agent Services

The Investment Adviser or any third party with whom it may contract, including its affiliates (the Investment Adviser and any such third-party are collectively referred to as “Service Provider”), shall act, as necessary, as stock transfer agent, dividend disbursing agent and redemption agent for the Fund’s Class C shares, Class F shares, Class R shares and Class 529 shares, and shall provide such additional related services as the Fund’s Class C shares, Class F shares, Class R shares and Class 529 shares may from time to time require, all of which services are sometimes referred to herein as "shareholder services."

Administrative Services

1.            Record Maintenance

The Service Provider shall maintain, and require any third parties with which it contracts to maintain with respect to each Fund shareholder holding the Fund’s Class C shares, Class F shares, Class R shares and/or Class 529 shares in a Service Provider account (“Customers”) the following records:

a.           Number of Shares;

b.           Date, price and amount of purchases and redemptions (including dividend reinvestments) and dates and amounts of dividends paid for at least the current year to date;

c.           Name and address of the Customer, including zip codes and social security numbers or taxpayer identification numbers;

d.           Records of distributions and dividend payments; and

e.           Any transfers of shares.

2.            Shareholder Communications

Service Provider shall:

a.           Provide to a shareholder mailing agent for the purpose of delivering certain Fund-related materials the names and addresses of all Customers.  The Fund-related materials shall consist of updated 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 prospectuses and statements of additional information and annual and other periodic reports upon Customer request, and, as applicable, with confirmation statements;

c.           Deliver statements to Customers on no less frequently than a quarterly basis showing, among other things, the number of Class C shares, Class F shares, Class R shares and/or Class 529 shares of the Fund owned by such Customer and the net asset value of the Class C shares, Class F shares, Class R shares and/or Class 529 shares of the Fund as of a recent date;

d.           Produce and deliver to Customers confirmation statements reflecting purchases and redemptions of Class C shares, Class F shares, Class R shares and/or Class 529 shares of the Fund;

e.           Respond to Customer inquiries regarding, among other things, share prices, account balances, dividend amounts and dividend payment dates;

f.           With respect to Class C and/or Class F shares of the Fund purchased by Customers after the effective date of this Agreement, provide average cost basis reporting to Customers to assist them in preparation of their income tax returns; and

g.           If the Service Provider accepts transactions in the Fund’s Class C shares, Class F shares and Class R shares from any brokers or banks in an omnibus relationship, require each such broker or bank to provide such shareholder communications as set forth in 2(a) through 2(f) to its own Customers.

3.            Transactional Services

The Service Provider shall communicate to its Customers, as to Class C shares, Class F shares, Class R shares and Class 529 shares of the Fund, purchase, redemption and exchange orders reflecting the orders it receives from its Customers or from any brokers and banks for their Customers.  The Service Provider shall also communicate to beneficial owners holding through it, and to any brokers or banks for beneficial owners holding through them, as to shares of Class C shares, Class F shares, Class R shares and Class 529 shares of the Fund, mergers, splits and other reorganization activities, and require any broker or bank to communicate such information to its Customers.

4.            Tax Information Returns and Reports

The Service Provider shall prepare and file, and require to be prepared and filed by any brokers or banks as to their Customers, with the appropriate governmental agencies, such information, returns and reports as are required to be so filed for reporting:  (i) dividends and other distributions made; (ii) amounts withheld on dividends and other distributions and payments under applicable federal and state laws, rules and regulations; and (iii) gross proceeds of sales transactions as required.

5.            Fund Communications

The Service Provider shall, upon request by the Fund, on each business day, report the number of Class C shares, Class F shares, Class R shares and Class 529 shares on which the administrative fee is to be paid pursuant to this Agreement.  The Service Provider shall also provide the Fund with a monthly invoice.

6.            Coordination and Oversight of Service Providers

The Investment Adviser shall coordinate, monitor, oversee and assist with the activities performed by the Service Providers with which it contracts to ensure that the shareholders of the Fund’s Class C shares, Class F shares, Class R shares and Class 529 shares receive high-quality service.  The Investment Adviser shall also ensure that Service Providers deliver to Customers account statements and all Fund-related materials, including prospectuses, shareholder reports, and proxies.


 
 

 
 
 
INTERNATIONAL GROWTH AND INCOME FUND, INC.

SHAREHOLDER SERVICES AGREEMENT


1.           The parties to this Agreement, which is effective as of October 1, 2008, are International Growth and Income Fund, Inc., a Maryland corporation (the “Fund”), and American Funds Service Company, a California corporation (“AFS”).  AFS is a wholly owned subsidiary of Capital Research and Management Company (“CRMC”). 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, all of which services are sometimes referred to herein as “shareholder services.”  In addition, AFS assumes responsibility for the Fund’s implementation and compliance with the procedures set forth in the Anti-Money Laundering (“AML”) Program of the Fund and does hereby agree to provide all records relating to the AML Program to any federal examiner of the Fund upon request.

3.           AFS has entered into substantially identical agreements with other investment companies for which CRMC serves as investment adviser.  (For the purposes of this Agreement, such investment companies, including the Fund, are called “participating investment companies.”)

4.           AFS has entered into an agreement with DST Systems, Inc. (hereinafter called “DST”), to provide AFS with electronic data processing services sufficient for the performance of the shareholder services referred to in paragraph 2.

5.           The Fund, together with the other participating companies, will maintain a Review and Advisory Committee, which Committee will review and may make recommendations to the boards of the participating investment companies regarding all fees and charges provided for in this Agreement, as well as review the level and quality of the shareholder services rendered to the participating investment companies and their shareholders.  Each participating investment company may select one director or trustee who is not affiliated with CRMC, or any of its affiliated companies, or with Washington Management Corporation or any of its affiliated companies, to serve on the Review and Advisory Committee.

6.           AFS will provide to the participating investment companies the shareholder services referred to herein in return for the following fees:

Annual account maintenance fee (paid monthly):
$0.91 per month for each open account on AFS’ books or in Level 0, 2 or 4
Networking ($10.92 per year).
$0.06 per month for each open account maintained in Street Name or
Level 1 or 3 Networking ($0.72 per year).

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.

Transaction fees:
$1.55 per non-automated transaction
$0.20 per automated transaction

For this purpose, “transactions” shall include all types of transactions included in an “activity index” as reported to the Review and Advisory Committee at least annually.  AFS will bill the Fund monthly, on or shortly after the first of each calendar month, and the Fund will pay AFS within five business days of such billing.

Any revision of the schedule of charges set forth herein shall require the affirmative vote of a majority of the members of the board of directors of the Fund.

7.           All fund-specific charges from third parties -- including DST charges, payments described in the next sentence, postage, NSCC transaction charges and similar out-of-pocket expenses -- will be passed through directly to the Fund or other participating investment companies, as applicable.  AFS, subject to approval of its board of directors, is authorized in its discretion to negotiate payments to third parties for account maintenance and/or transaction processing services provided such payments do not exceed the anticipated savings to the Fund, either in fees payable to AFS hereunder or in other direct Fund expenses, that AFS reasonably anticipates would be realized by the Fund from using the services of such third party rather than maintaining the accounts directly on AFS' books and/or processing non-automated transactions.

8.           It is understood that AFS may have income in excess of its expenses and may accumulate capital and surplus.  AFS is not, however, permitted to distribute any net income or accumulated surplus to its parent, CRMC, in the form of a dividend without the affirmative vote of a majority of the members of the boards of directors/trustees of the Fund and all participating investment companies.

9.           This Agreement may be amended at any time by mutual agreement of the parties, with agreement of the Fund to be evidenced by affirmative vote of a majority of the members of the board of directors/trustees of the Fund.

10.           This Agreement may be terminated on 180 days' written notice by either party.  In the event of a termination of this Agreement, AFS and the Fund will each extend full cooperation in effecting a conversion to whatever successor shareholder service provider(s) the Fund may select, it being understood that all records relating to the Fund and its shareholders are property of the Fund.

11.           In the event of a termination of this Agreement by the Fund, the Fund will pay to AFS as a termination fee the Fund's proportionate share of any costs of conversion of the Fund's shareholder service from AFS to a successor.  In the event of termination of this Agreement and all corresponding agreements with all the participating investment companies, all assets of AFS will be sold or otherwise converted to cash, with a view to the liquidation of AFS when it ceases to provide shareholder services for the participating investment companies.  To the extent any such assets are sold by AFS to CRMC and/or any of its affiliates, such sales shall be at fair market value at the time of sale as agreed upon by AFS, the purchasing company or companies, and the Review and Advisory Committee.  After all assets of AFS have been converted to cash and all liabilities of AFS have been paid or discharged, an amount equal to any capital or paid-in surplus of AFS that shall have been contributed by CRMC or its affiliates shall be set aside in cash for distribution to CRMC upon liquidation of AFS.  Any other capital or surplus and any assets of AFS remaining after the foregoing provisions for liabilities and return of capital or paid-in surplus to CRMC shall be distributed to the participating investment companies in such proportions as may be determined by the Review and Advisory Committee.

12.           In the event of disagreement between the Fund and AFS, or between the Fund and other participating investment companies as to any matter arising under this Agreement, which the parties to the disagreement are unable to resolve, the question shall be referred to the Review and Advisory Committee for resolution.  If the Review and Advisory Committee is unable to resolve the question to the satisfaction of both parties, either party may elect to submit the question to arbitration; one arbitrator to be named by each party to the disagreement and a third arbitrator to be selected by the two arbitrators named by the original parties.  The decision of a majority of the arbitrators shall be final and binding on all parties to the arbitration.  The expenses of such arbitration shall be paid by the party electing to submit the question to arbitration.

13.           The obligations of the Fund under this Agreement are not binding upon any of the directors, trustees, officers, employees, agents or shareholders of the Fund individually, but bind only the Fund itself.  AFS agrees to look solely to the assets of the Fund for the satisfaction of any liability of the Fund in respect to this Agreement and will not seek recourse against such directors, trustees, officers, employees, agents or shareholders, or any of them or their personal assets for such satisfaction.


AMERICAN FUNDS SERVICE COMPANY
INTERNATIONAL GROWTH AND INCOME FUND, INC.
   
   
By:           
By:                                                      
J. Kelly Webb, Chairman
Paul F. Roye, Executive Vice President
 
and Principal Executive Officer
   
   
By:           
By:                                                      
Angela M. Mitchell, Secretary
Patrick F. Quan, Secretary
   
   
   

 
 
 

 
 
 
INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “Agreement”) is made as of the date set forth on the signature page by and between International Growth and Income Fund, Inc., a Maryland corporation (the “Fund”), and the director of the Fund whose name is set forth on the signature page (the “Board Member”).

WHEREAS, the Board Member is a director of the Fund, and the Fund wishes the Board Member to continue to serve in that capacity; and

WHEREAS, the Articles of Incorporation and By-Laws of the Fund and applicable laws permit the Fund to contractually obligate itself to indemnify and hold the Board Member harmless to the fullest extent permitted by law;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements set forth herein, the parties hereby agree as set forth below.  Certain capitalized terms used herein are defined in Section 5.

1.   Indemnification .   The Fund shall indemnify and hold harmless the Board Member against any liabilities or Expenses (collectively, “Liability”) actually and reasonably incurred by the Board Member in any Proceeding arising out of or in connection with the Board Member’s service to the Fund, to the fullest extent permitted by the Articles of Incorporation and By-Laws of the Fund and the laws of the State of Maryland, the Securities Act of 1933, and the Investment Company Act of 1940, as now or hereafter in force, subject to the provisions of paragraphs (a), (b) and (c) of this Section 1.  The Fund’s Board of Directors shall take such actions as may be necessary to carry out the intent of these indemnification provisions and shall not amend the Fund’s Articles of Incorporation or By-laws to limit or eliminate the right to indemnification provided herein with respect to acts or omissions occurring prior to such amendment or repeal.

(a) Special Condition .  With respect to Liability to the Fund or its shareholders, and subject to applicable state and federal law, the Board Member shall be indemnified pursuant to this Section 1 against any Liability unless such Liability arises by reason of the Board Member’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office as defined in such Section 17(h) of the Investment Company Act of 1940, as amended (“Disabling Conduct”).

(b) Special Process Condition .  With respect to Liability to the Fund or its shareholders, no indemnification shall be made unless a determination has been made by reasonable and fair means that the Board Member has not engaged in disabling conduct.   Such reasonable and fair means shall be established in conformity with then applicable law and administrative interpretations.  In any determination with respect to disabling conduct, a director requesting indemnification who is not an “interested person” of the Corporation, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, shall be afforded a rebuttable presumption that such director did not engage in such conduct while acting in his or her capacity as a director.

(c) State Law Restrictions .  In accordance with the General Corporation Law of the State of Maryland, the Board Member shall not be indemnified and held harmless pursuant to this Section 1 if the substantive and procedural standards for indemnification under such law have not been met.

2.   Advancement of Expenses .   The Fund shall promptly advance funds to the Board Member to cover any and all Expenses the Board Member incurs with respect to any Proceeding arising out of or in connection with the Board Member’s service to the Fund, to the fullest extent permitted by the laws of the State of Maryland, the Securities Act of 1933, and the Investment Company Act of 1940, as such statutes are now or hereafter in force, subject to the provisions of paragraphs (a) and (b) of this Section 2.

(a) Affirmation of Conduct.   A request by the Board Member for advancement of funds pursuant to this Section 2 shall be accompanied by the Board Member’s written affirmation of his or her good faith belief that he or she met the standard of conduct necessary for indemnification, and such other statements, documents or undertakings as may be required under applicable law.

(b) Special Conditions to Advancement .  With respect to Liability to the Fund or its shareholders, and subject to applicable state and federal law, the Board Member shall be entitled to advancements of Expenses pursuant to this Section 2 against any Liability to the Fund or its shareholders if (1) the Fund has obtained assurances to the extent required by applicable law, such as by obtaining insurance or receiving collateral provided by the Board Member, to the reasonable satisfaction of the Board, that the advance will be repaid if the Board Member is found to have engaged in Disabling Conduct, or (2) the Board has a reasonable belief that the Board Member has not engaged in disabling conduct and ultimately will be entitled to indemnification.  In forming such a reasonable belief, the Board of Directors shall act in conformity with then applicable law and administrative interpretations, and shall afford a director requesting an advance who is not an “interested person” of the Corporation, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, a rebuttable presumption that such director did not engage in disabling conduct while acting in his or her capacity as a director.

3.   Procedure for Determination of Entitlement to Indemnification and Advancements .   A request by the Board Member for indemnification or advancement of Expenses shall be made in writing, and shall be accompanied by such relevant documentation and information as is reasonably available to the Board Member.  The Secretary of the Fund shall promptly advise the Board of such request.

(a) Methods of Determination.   Upon the Board Member’s request for indemnification or advancement of Expenses, a determination with respect to the Board Member’s entitlement thereto shall be made by the Board or Independent Counsel in accordance with applicable law.  The Board Member shall have the right, in his or her sole discretion, to have Independent Counsel make such a determination.  The Board Member shall cooperate with the person or persons making such determination, including without limitation providing to such persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and is reasonably available to the Board Member and reasonably necessary to such determination.  Any Expenses incurred by the Board Member in so cooperating shall be borne by the Fund, irrespective of the determination as to the Board Member’s entitlement to indemnification or advancement of Expenses.

(b ) Independent Counsel.   If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Board of Directors shall select the Independent Counsel, and the Secretary of the Fund shall give written notice to the Board Member advising the Board Member of the identity of the Independent Counsel selected.  The Board Member may, within five days after receipt of such written notice, deliver to the Secretary of the Fund a written objection to such selection.  Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in Section 4, and shall set forth with particularity the factual basis of such assertion.  Upon such objection, the Board of Directors, acting in conformity with applicable law, shall select another Independent Counsel.

If within fourteen days after submission by the Board Member of a written request for indemnification or advancement of Expenses no such Independent Counsel shall have been selected without objection, then either the Board or the Board Member may petition the Superior Court of the State of California or any other court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel.

The Fund shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

(c) Failure to Make Timely Determination.   If the person or persons empowered or selected to determine whether the Board Member is entitled to indemnification or advancement of Expenses shall not have made such determination within thirty days after receipt by the Secretary of the Fund of the request therefor, the requisite determination of entitlement to indemnification or advancement of Expenses shall be deemed to have been made, and the Board Member shall be entitled to such indemnification or advancement, absent (i) an intentional misstatement by the Board Member of a material fact, or an intentional omission of a material fact necessary to make the Board Member’s statement not materially misleading, in connection with the request for indemnification or advancement of Expenses, or (ii) a prohibition of such indemnification or advancements under applicable law; provided, however, that such period may be extended for a reasonable period of time, not to exceed an additional thirty days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto.

(d) Payment Upon Determination of Entitlement.   If a determination is made pursuant to Section 1 or Section 2 (or is deemed to be made pursuant to paragraph (c) of this Section 3) that the Board Member is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Board Member shall be made within ten days after such determination (and, in the case of advancements of further Expenses, within ten days after submission of supporting information).  If such payment is not made when due, the Board Member shall be entitled to an adjudication in a court of competent jurisdiction, of the Board Member’s entitlement to such indemnification or advancements.  The Board Member shall commence such proceeding seeking an adjudication within one year following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d).  In any such proceeding, the Fund shall be bound by the determination that the Board Member is entitled to indemnification or advancements, absent (i) an intentional misstatement by the Board Member of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, or (ii) a prohibition of such indemnification or advancements under applicable law.

(e) Appeal of Adverse Determination.   If a determination is made that the Board Member is not entitled to indemnification or advancements, the Board Member shall be entitled to an adjudication of such matter in any court of competent jurisdiction.  Alternatively, the Board Member, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association.  The Board Member shall commence such proceeding or arbitration within one year following the date on which the adverse determination is made.  Any such judicial proceeding or arbitration shall be conducted in all respect as a de novo trial or arbitration on the merits, and the Board Member shall not be prejudiced by reason of such adverse determination.

(f) Expenses of Appeal.   If the Board Member seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, the indemnification or Expense advancement provisions of this Agreement, the Board Member shall be entitled to recover from the Fund, and shall be indemnified by the Fund against, any and all Expenses actually and reasonably incurred by the Board Member in such judicial adjudication or arbitration, but only if the Board Member prevails therein.  If it shall be determined in such judicial adjudication or arbitration that the Board Member is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by the Board Member in connection with such judicial adjudication or arbitration shall be prorated as the court or arbitrator determines to be appropriate.

(g) Validity of Agreement .  In any judicial proceeding or arbitration commenced pursuant to this Section 3, the Fund shall be precluded from asserting that the procedures and presumptions set forth in this Agreement are not valid, binding and enforceable against the Fund, and shall stipulate in any such court or before any such arbitrator that the Fund is bound by all the provisions of this Agreement.

4.   General Provisions.

(a) Non-Exclusive Rights .  The provisions for indemnification of, and advancement of Expenses to, the Board Member set forth in this Agreement shall not be deemed exclusive of any other rights to which the Board Member may otherwise be entitled.  The Fund shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Board Member has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(b) Continuation of Provisions .  This Agreement shall be binding upon all successors of the Fund, including without limitation any transferee of all or substantially all assets of the Fund and any successor by merger, consolidation, or operation of law, and shall inure to the benefit of the Board Member’s spouse, heirs, assigns, devisees, executors, administrators and legal representatives.  The provisions of this Agreement shall continue until the later of (1) ten years after the Board Member has ceased to provide any service to the Fund, and (2) the final termination of all Proceedings in respect of which the Board Member has asserted, is entitled to assert, or has been granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by the Board Member pursuant to Section 3 relating thereto.    Unless required by applicable law, no amendment of the Articles of Incorporation or By-Laws of the Fund shall limit or eliminate the right of the Board Member to indemnification and advancement of Expenses set forth in this Agreement with respect to acts or omissions occurring prior to such amendment or repeal.  In the event the Fund or any successor shall discontinue its operations within the term of this Agreement, adequate provision shall be made to honor the Fund’s obligations under this Agreement.

(c) Selection of Counsel .  Counsel selected by the Board shall be entitled to assume the defense of any Proceeding for which the Board Member seeks indemnification or advancement of Expenses under this Agreement.  However, counsel selected by the Board Member shall conduct the defense of the Board Member to the extent reasonably determined by such counsel to be necessary to protect the interests of the Board Member, and the Fund shall indemnify the Board Member therefore to the extent otherwise permitted under this Agreement, if (1) the Board Member reasonably determines that there may be a conflict in the Proceeding between the positions of the Board Member and the positions of the Fund or the other parties to the Proceeding that are indemnified by the Fund and not represented by separate counsel, or the Board Member otherwise reasonably concludes that representation of both the Board Member, the Fund and such other parties by the same counsel would not be appropriate, or (2) the Proceeding involves the Board Member but neither the Fund nor any such other party and the Board Member reasonably withholds consent to being represented by counsel selected by the Fund.  If the Board has not selected counsel to assume the defense of any such Proceeding for the Board Member within thirty days after receiving written notice thereof from the Board Member, the Fund shall be deemed to have waived any right it might otherwise have to assume such defense.

(d)   D&O Insurance .  For a period of at least six years after the Board Member has ceased to provide services to the Fund, the Fund shall purchase and maintain in effect, through “tail” or other appropriate coverage, one or more policies of insurance on behalf of the Board Member to the maximum extent of the coverage provided to the active members of the Board of Directors of the Fund.

(e) Subrogation .  In the event of any payment by the Fund pursuant to this Agreement, the Fund shall be subrogated to the extent of such payment to all of the rights of recovery of the Board Member, who shall, upon reasonable written request by the Fund and at the Fund’s expense, execute all such documents and take all such reasonable actions as are necessary to enable the Fund to enforce such rights.  Nothing in this Agreement shall be deemed to diminish or otherwise restrict the right of the Fund or the Board Member to proceed or collect against any insurers and to give such insurers any rights against the Fund under or with respect to this Agreement, including without limitation any right to be subrogated to the Board Member’s rights hereunder, unless otherwise expressly agreed to by the Fund in writing, and the obligation of such insurers to the Fund and the Board Member shall not be deemed to be reduced or impaired in any respect by virtue of the provisions of this Agreement.

(f) Notice of Proceedings.   The Board Member shall promptly notify the Secretary of the Fund in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding which may be subject to indemnification or advancement of expense pursuant to this Agreement, but no delay in providing such notice shall in any way limit or affect the Board Member’s rights or the Fund’s obligations under this Agreement.

(g)   Notices.   All notices, requests, demands and other communications to a party pursuant to this Agreement shall be in writing, addressed to such party at the address specified on the signature page of this Agreement (or such other address as may have been furnished by such party by notice in accordance with this paragraph), and shall be deemed to have been duly given when delivered personally (with a written receipt by the addressee) or two days after being sent (1) by certified or registered mail, postage prepaid, return receipt requested, or (2) by nationally recognized overnight courier service.

(h)   Severability.   If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, in whole or in part, for any reason whatsoever, (1) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any provision that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (2) to the fullest extent possible, the remaining provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

(i)   Modification and Waiver.   This Agreement supersedes any existing or prior agreement between the Fund and the Board Member pertaining to the subject matter of indemnification, advancement of Expenses and insurance.  No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties or their respective successors or legal representatives.  Any waiver by either party of any breach by the other party of any provision contained in this Agreement to be performed by the other party must be in writing and signed by the waiving party or such party’s successor or legal representative, and no such waiver shall be deemed a waiver of similar or other provisions at the same or any prior or subsequent time.

(j)   Headings.   The headings of the Sections of this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

(k)   Counterparts.   This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which when taken together shall constitute one document.

(l)   Applicable Law.   This Agreement shall be governed by and construed and enforce in accordance with the laws of the state of organization of the Fund without reference to principles of conflict of laws.

5.   Definitions .  For purposes of this Agreement, the following terms shall have the following meanings:

(a)  “Board” means the board of directors of the Fund, excluding those members of the board of directors who are not eligible under applicable federal or state law to participate in making a particular determination pursuant to Section 3 of this Agreement; provided, however, that if no two members of the Board of directors are eligible to participate, Board shall mean Independent Counsel.

(b)  “Disabling Conduct” shall be as defined in Section 1.

(c)  “Expenses” shall include without limitation all judgments, penalties, fines, amounts paid or to be paid in settlement, ERISA excise taxes, liabilities, losses, interest, expenses of investigation, attorneys’ fees,  retainers, court costs, transcript costs, fees of experts and witnesses, expenses of preparing for and attending depositions and other proceedings, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other costs, disbursements or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend,  investigating, or acting as a witness in a Proceeding.

(d)  “Final termination of a Proceeding” shall mean a final adjudication by court order or judgment of the court or other body before which a matter is pending, from which no further right of appeal or review exists.

(e)  “Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of investment company law and neither at the time of designation is, nor in the five years immediately preceding such designation was, retained to represent (A) the Fund or the Board Member in any matter material to either, or (B) any other party to the Proceeding giving rise to a claim for indemnification or advancements hereunder.  Notwithstanding the foregoing, however, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Fund or the Board Member in an action to determine the Board Member’s rights pursuant to this Agreement, regardless of when the Board Member’s act or failure to act occurred.

(f)  “Independent Board Member” shall mean a director of the Fund who is neither an “interested person” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor a party to the Proceeding with respect to which indemnification or advances are sought.

(g)  “Liability shall be as defined in Section 1.

(h)  “Proceeding” shall include without limitation any threatened, pending or completed claim, demand, threat, discovery request, request for testimony or information, action, suit, arbitration, alternative dispute mechanism, investigation, hearing, or other proceeding, including any appeal from any of the foregoing, whether civil, criminal, administrative or investigative, and shall also include any proceeding brought by the Board Member against the Fund.

(i)  The Board Member’s “service to the Fund” shall include without limitation the Board Member’s service as a director, officer, employee, agent or representative of the Fund, and his or her service at the request of the Fund as a director, officer, employee, agent or representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth below.

Dated:   August 7, 2008                                                       




INTERNATIONAL GROWTH AND INCOME FUND, INC.
a Maryland corporation


By:                                           
Name: Patrick F. Quan                                                                                                                 
Title: Secretary                                       
Address for notices:
One Market Steuart Tower, Suite 1800
San Francisco, CA 94105-1409                                                                                                                      




Name:                                      
Address for notices:


PLAN OF DISTRIBUTION
of
INTERNATIONAL GROWTH AND INCOME FUND, INC.
relating to its
CLASS A SHARES


WHEREAS, International Growth and Income Fund, Inc. (the "Fund") is a Maryland corporation which offers shares of common stock;

WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of common stock of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”); and

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class A shares; and

WHEREAS, the Board of Directors of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.             Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 0.30% per annum of the average net assets of the Fund’s Class A shares.

Subject to the limit in paragraph 1, the Fund shall pay or reimburse the Distributor  for amounts expended by the Distributor to finance any activity which is primarily intended to result in the sale of shares of the Fund including, but not limited to, payments to dealers, advertising, salaries and other expenses of the Distributor relating to selling or servicing efforts, expenses of organizing and conducting sales seminars, printing of prospectuses and reports for other than existing shareholders and preparation and distribution of advertising material and sales literature; provided, (i) that the Board of Directors of the Fund shall have approved categories of expenses for which payment or reimbursement shall be made pursuant to this paragraph 2, and (ii) that reimbursement shall be made in accordance with the terms of the Distribution Agreement.

2.           Approval by the Board .   This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Directors of the Fund and (ii) those Directors of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Directors”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.

3.             Review of Expenditures .   At least quarterly, the Board of Directors shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review a written report of the amounts expended pursuant to the Plan and the purposes for which such expenditures were made.

4.             Termination of Plan . This Plan may be terminated as to the Fund’s Class A shares at any time by vote of a majority of the Independent Directors, or by vote of a majority of the outstanding Class A shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until December 31, 2008.  It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

5.             Requirements of Agreement .   Any agreement related to this Plan shall be in writing, and shall provide:

 
a.
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Directors or by a vote of a majority of the outstanding Class A shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

 
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 A shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class A shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.

7.           Nomination of Directors .   While this Plan is in effect, the selection and nomination of Independent Directors shall be committed to the discretion of the Independent Directors of the Fund.

8.             Issuance of Series of Shares .   If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

9.             Record Retention .   The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for a period of not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.

IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of October 1, 2008.

INTERNATIONAL GROWTH AND INCOME FUND, INC.


By
Paul F. Roye
Executive Vice President and
Principal Executive Officer



By
Patrick F. Quan, Secretary
 
 
 
 
 

 
 
 
PLAN OF DISTRIBUTION
of
INTERNATIONAL GROWTH AND INCOME FUND, INC.
relating to its
CLASS B SHARES


WHEREAS, International Growth and Income Fund, Inc. (the “Fund”) is a Maryland corporation that offers various classes of shares of common stock; and

WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of common stock of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”); and

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class B shares; and

WHEREAS, the Board of Directors of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.        Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 1.00% per annum of the average net assets of the Fund’s Class B shares.  Notwithstanding the foregoing, the Distributor will retain the Shareholder Servicing Fee as defined below (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.  The categories of expenses are as follows:

a.  
Service Fees.   The Fund shall pay to the Distributor monthly in arrears a shareholder servicing fee (the “Shareholder Servicing Fee”) at the rate of 0.25% per annum on the Fund’s Class B shares outstanding for less than one year.  The Fund shall also pay to the Distributor quarterly a Shareholder Servicing Fee at the rate of 0.25% per annum on Class B shares that are outstanding for one year or more.  The Shareholder Servicing Fee is designed to compensate Distributor for paying Service Fees to broker-dealers with whom Distributor has an agreement.

 
b.
Distribution Fees.   The Fund shall pay to the Distributor monthly in arrears its “Allocable Portion” (as described in Schedule A to this Plan  “Allocation Schedule”, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100%) of a fee (the “Distribution Fee”), which shall accrue each day in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Fund’s Class B shares outstanding on each day.
The Distributor may sell and assign its right to its Allocable Portion (but not its obligations to the Fund under the Agreement) of the Distribution Fee to a third party, and such transfer shall be free and clear of offsets or claims the Fund may have against the Distributor, it being understood that the Fund is not releasing the Distributor from any of its obligations to the Fund under the Agreement or any of the assets the Distributor continues to own.  The Fund may agree, at the request of the Distributor, to pay the Allocable Portion of the Distribution Fee directly to the third party transferee.

Any agreement between the Fund and the Distributor relating to the Fund’s Class B shares shall provide that:

 
(i)
the Distributor will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion of the Distribution Fee payable in respect of each “Commission Share” (as defined in the Allocation Schedule) upon the settlement date of each sale of such Commission Share taken into account in determining such Distributor’s Allocable Portion of the Distribution Fee;

 
(ii)
notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor its Allocable Portion of the Distribution Fee shall not be terminated or modified (including without limitation, by change in the rules applicable to the conversion of the Class B shares into shares of another class) for any reason (including a termination of this Plan or the Agreement between such Distributor and the Fund) except:

 
(a)
to the extent required by a change in the Investment Company Act of 1940 (the “1940 Act”), the rules and regulations under the 1940 Act, the Conduct Rules of the Financial Industry Regulatory Authority (the “Conduct Rules”), or any judicial decisions or interpretive pronouncements by the Securities and Exchange Commission, which is either binding upon the Distributor or generally complied with by similarly situated distributors of mutual fund shares, in each case enacted, promulgated, or made after October 1, 2008, or

 
(b)
on a basis which does not alter the Distributor’s Allocable Portion of the Distribution Fee computed with reference to Commission Shares of the Fund, the Date of Original Issuance (as defined in the Allocation Schedule) of which occurs on or prior to the adoption of such termination or modification and with respect to Free Shares (as defined in the Allocation Schedule) which would be attributed to the Distributor under the Allocation Schedule with reference to such Commission Shares, or

 
(c)
in connection with a Complete Termination (as defined below) of this Plan by the Fund;

 
(iii)
the Fund will not take any action to waive or change any contingent deferred sales charge (“CDSC”) in respect to the Class B shares, the Date of Original Issuance of which occurs on or prior to the taking of such action except as provided in the Fund’s prospectus or statement of additional information on the date such Commission Share was issued, without the consent of the Distributor or its assigns;

 
(iv)
notwithstanding anything to the contrary in this Plan or the Agreement, none of the termination of the Distributor’s role as principal underwriter of the Class B shares of the Fund, the termination of the Agreement or the termination of this Plan will terminate the Distributor’s right to its Allocable Portion of the CDSCs in respect of Class B shares of the Fund;

 
(v)
except as provided in (ii) above and notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class B shares of the Fund shall be absolute and unconditional and shall not be subject to dispute, offset, counterclaim or any defense whatsoever, at law or equity, including, without limitation, any of the foregoing based on the insolvency or bankruptcy of the Distributor; and

 
(vi)
until the Distributor has been paid its Allocable Portion of the Distribution Fees in respect of the Class B shares of the Fund, the Fund will not adopt a plan of liquidation in respect of the Class B shares without the consent of the Distributor and its assigns.  For purposes of this Plan, the term Allocable Portion of the Distribution Fees or CDSCs payable in respect of the Class B shares as applied to any Distributor shall mean the portion of such Distribution Fees or CDSCs payable in respect of such Class B shares of the Fund allocated to the Distributor in accordance with the Allocation Schedule as it relates to the Class B shares of the Fund, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of the Distribution Fees and CDSCs.  For purposes of this Plan, the term “Complete Termination” in respect of this Plan as it relates to the Class B shares means a termination of this Plan involving the complete cessation of the payment of Distribution Fees in respect of all Class B shares, the termination of the distribution plans and principal underwriting agreements, and the complete cessation of the payment of any asset based sales charge (within the meaning of the Conduct Rules) or similar fees in respect of the Fund and any successor mutual fund or any mutual fund acquiring a substantial portion of the assets of the Fund (the Fund and such other mutual funds hereinafter referred to as the “Affected Funds”) and in respect of the Class B shares and every future class of shares (other than future classes of shares established more than eight years after the date of such termination) which has substantially similar characteristics to the Class B shares (all such classes of shares the “Affected Classes of Shares”) of such Affected Funds taking into account the manner of payment and amount of asset based sales charge, CDSC or other similar charges borne directly or indirectly by the holders of such shares; provided that

 
(a)
the Board of Directors of such Affected Funds, including the Independent Directors (as defined below) of the Affected Funds, shall have determined that such termination is in the best interest of such Affected Funds and the shareholders of such Affected Funds, and

(b)  
such termination does not alter the CDSC as in effect at the time of such termination applicable to Commission Shares of the Fund, the Date of Original Issuance of which occurs on or prior to such termination.

Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.

2.        Approval by the Board .   This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Directors of the Fund and (ii) those Directors of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Directors”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.

3.        Review of Expenditures .   At least quarterly, the Board of Directors shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

4.        Termination of Plan .   This Plan may be terminated as to the Fund’s Class B shares at any time by vote of a majority of the Independent Directors, or by vote of a majority of the outstanding Class B shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until December 31, 2008.  It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

Notwithstanding the foregoing or paragraph 6, below, any amendment or termination of this Plan shall not affect the rights of the Distributor to receive its Allocable Portion of the Distribution Fee, unless the termination constitutes a Complete Termination of this Plan as described in paragraph 1 above.

5.        Requirements of Agreement .   Any agreement related to this Plan shall be in writing, and shall provide:

 
a.
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Directors or by a vote of a majority of the outstanding Class
B shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

 
b.
that such agreement shall terminate automatically in the event of its assignment.

6.        Amendment .   This Plan may not be amended to increase materially the maximum amount of fee or other distribution expenses provided for in paragraph 1 hereof with respect to the Class B shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class B shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.

7.        Nomination of Directors .   While this Plan is in effect, the selection and nomination of Independent Directors shall be committed to the discretion of the Independent Directors 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 October 1, 2008.

INTERNATIONAL GROWTH AND
INCOME FUND, INC.



By
Paul F. Roye
Executive Vice President and
Principal Executive Officer



By
Patrick F. Quan, Secretary
 
 
 
SCHEDULE A
to the
Plan of Distribution of
International Growth and Income Fund, Inc.
relating to its Class B shares


ALLOCATION SCHEDULE


The following relates solely to Class B shares.

The Distributor’s Allocable Portion of Distribution Fees and CDSCs in respect of Class B shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class B shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class B shares shall be allocated among the Distributor and any successor distributor (“ Successor Distributor ”) in accordance with this Schedule.

Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”), of which this Schedule is a part.  As used herein the following terms shall have the meanings indicated:

Commission Share ” means each B share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any B share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.

Date of Original Issuance ” means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.

Free Share ” means, in respect of a Fund, each B share of the Fund, other than a Commission Share (including, without limitation, any B share issued in connection with the reinvestment of dividends or capital gains).

Inception Date ” means in respect of a Fund, the first date on which the Fund issued shares.

Net Asset Value ” means the net asset value determined as set forth in the Prospectus of each Fund.
Omnibus Share ” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”).  If, subsequent to the Successor Distributor becoming exclusive distributor of the Class B shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.

PART I:  ATTRIBUTION OF CLASS B SHARES

Class B shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

(1)            Commission Shares other than Omnibus Shares :

(a)              Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares the date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class B shares of the Fund.

(b)              Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class B shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class B shares of the Fund.

(c)              A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another Fund (the “ Redeeming Fund ”) in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.

(2)            Free Shares :

Free Shares that are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date; provided that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
(3)            Omnibus Shares :

Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date; provided that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

PART II:  ALLOCATION OF CDSCs

(1)            CDSCs Related to the Redemption of Non-Omnibus Commission Shares :

CDSCs in respect of the redemption of Non-Omnibus  Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.

(2)            CDSCs Related to the Redemption of Omnibus Shares :

CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Commission Shares are allocated to each thereof; provided , that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.

PART III:  ALLOCATION OF DISTRIBUTION FEE

Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:

(1)           The portion of the aggregate Distribution Fee accrued in respect of all Class B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:

    (A + C)/2
    (B + D)/2

where:

A=
The aggregate Net Asset Value of all Class B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month
B=
The aggregate Net Asset Value of all Class B shares of a Fund at the beginning of such calendar month

C=
The aggregate Net Asset Value of all Class B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month

D=
The aggregate Net Asset Value of all Class B shares of a Fund at the end of such calendar month

(2)           If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:

(A)/(B)

where:

A=
Average Net Asset Value of all such Class B shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be

B=
Total average Net Asset Value of all such Class B shares of a Fund for such calendar month

PART IV:  ADJUSTMENT OF THE DISTRIBUTOR’S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR’S ALLOCABLE PORTION

The parties to the Distribution Agreement recognize that, if the terms of any distributor’s contract, any distribution plan, any prospectus, the Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor’s Allocable Portion or any Successor Distributor’s Allocable Portion had no such change occurred, the definitions of the Distributor’s Allocable Portion and/or the Successor Distributor’s Allocable Portion in respect of the Class B shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided , however , if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor’s contract, distribution plan, prospectus or the Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.
 
 
 
 

 
 
 
PLAN OF DISTRIBUTION
of
INTERNATIONAL GROWTH AND INCOME FUND, INC.
relating to its
CLASS C SHARES


WHEREAS, International Growth and Income Fund, Inc. (the “Fund”) is a Maryland corporation that offers various classes of shares of common stock; and

WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of common stock of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”); and

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class C shares; and

WHEREAS, the Board of Directors of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.        Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 1.00% per annum of the average net assets of the Fund’s Class C shares.  The categories of expenses are as follows:

a.         Service Fees.   The Fund shall pay to the Distributor no more frequently than monthly in arrears a service fee (the “Service Fee”), which shall accrue daily in an amount equal to the daily equivalent of 0.25% per annum of the net asset value of the Fund’s Class C shares outstanding on each day. The Service Fee compensates the Distributor for paying service-related expenses, including Service Fees to others in respect of Class C shares of the Fund.

b.         Distribution Fees.   The Fund shall pay to the Distributor no more frequently than monthly in arrears its “Allocable Portion” (as described in Schedule A to this Plan  “Allocation Schedule”, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100%) of a fee (the “Distribution Fee”), which shall accrue daily in an amount equal to the daily equivalent of 0.75% per annum of the net asset value of the Fund’s Class C shares outstanding on each day.  The Distribution Fee compensates the Distributor for providing distribution and sales-related services in respect of Class C shares of the Fund.

The Distributor may sell and assign its right to its Allocable Portion (but not its obligations to the Fund under the Agreement) of the Distribution Fee to a third party, and such transfer shall be free and clear of offsets or claims the Fund may have against the Distributor, it being understood that the Fund is not releasing the Distributor from any of its obligations to the Fund under the Agreement or any of the assets the Distributor continues to own.  The Fund may agree, at the request of the Distributor, to pay the Allocable Portion of the Distribution Fee directly to the third party transferee.

Any agreement between the Fund and the Distributor relating to the Fund’s Class C shares shall provide that:

 
(i)
the Distributor will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion of the Distribution Fee payable in respect of each “Commission Share” (as defined in the Allocation Schedule) upon the settlement date of each sale of such Commission Share taken into account in determining such Distributor’s Allocable Portion of the Distribution Fee;

 
(ii)
notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor its Allocable Portion of the Distribution Fee shall not be terminated or modified (including without limitation, by change in the rules applicable to the conversion of the Class C shares into shares of another class) for any reason (including a termination of this Plan or the Agreement between such Distributor and the Fund) except:

 
(a)
to the extent required by a change in the Investment Company Act of 1940 (the “1940 Act”), the rules and regulations under the 1940 Act, the Conduct Rules of the Financial Industry Regulatory Authority  (the “Conduct Rules”), or any judicial decisions or interpretive pronouncements by the Securities and Exchange Commission, which is either binding upon the Distributor or generally complied with by similarly situated distributors of mutual fund shares, in each case enacted, promulgated, or made after October 1, 2008,

 
(b)
on a basis which does not alter the Distributor’s Allocable Portion of the Distribution Fee computed with reference to Commission Shares of the Fund, the Date of Original Issuance (as defined in the Allocation Schedule) of which occurs on or prior to the adoption of such termination or modification and with respect to Free Shares (as defined in the Allocation Schedule) which would be attributed to the Distributor under the Allocation Schedule with reference to such Commission Shares, or

 
(c)
in connection with a Complete Termination (as defined below) of this Plan by the Fund;

 
(iii)
the Fund will not take any action to waive or change any contingent deferred sales charge (“CDSC”) in respect of the Class C shares, the Date of Original Issuance of which occurs on or prior to the taking of such action except as provided in the Fund’s prospectus or statement of additional information on the date such Commission Share was issued, without the consent of the Distributor or its assigns;

 
(iv)
notwithstanding anything to the contrary in this Plan or the Agreement, none of the termination of the Distributor’s role as principal underwriter of the Class C shares of the Fund, the termination of the Agreement or the termination of this Plan will terminate the Distributor’s right to its Allocable Portion of the CDSCs in respect of Class C shares of the Fund;

 
(v)
except as provided in (ii) above and notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class C shares of the Fund shall be absolute and unconditional and shall not be subject to dispute, offset, counterclaim or any defense whatsoever, at law or equity, including, without limitation, any of the foregoing based on the insolvency or bankruptcy of the Distributor; and

 
(vi)
until the Distributor has been paid its Allocable Portion of the Distribution Fees in respect of the Class C shares of the Fund, the Fund will not adopt a plan of liquidation in respect of the Class C shares without the consent of the Distributor and its assigns.  For purposes of this Plan, the term Allocable Portion of the Distribution Fees or CDSCs payable in respect of the Class C shares as applied to any Distributor shall mean the portion of such Distribution Fees or CDSCs payable in respect of such Class C shares of the Fund allocated to the Distributor in accordance with the Allocation Schedule as it relates to the Class C shares of the Fund, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of the Distribution Fees and CDSCs.  For purposes of this Plan, the term “Complete Termination” in respect of this Plan as it relates to the Class C shares means a termination of this Plan involving the complete cessation of the payment of Distribution Fees in respect of all Class C shares, the termination of the distribution plans and principal underwriting agreements, and the complete cessation of the payment of any asset based sales charge (within the meaning of the Conduct Rules) or similar fees in respect of the Fund and any successor mutual fund or any mutual fund acquiring a substantial portion of the assets of the Fund (the Fund and such other mutual funds hereinafter referred to as the “Affected Funds”) and in respect of the Class C shares and every future class of shares (other than future classes of shares established more than one year after the date of such termination) which has substantially similar characteristics to the Class C shares (all such classes of shares the “Affected Classes of Shares”) of such Affected Funds taking into account the manner of payment and amount of asset based sales charge, CDSC or other similar charges borne directly or indirectly by the holders of such shares; provided that

 
(a)
the Board of Directors/Trustees of such Affected Funds, including the Independent Directors/Trustees (as defined below) of the Affected Funds, shall have determined that such termination is in the best interest of such Affected Funds and the shareholders of such Affected Funds, and

 
(b)
such termination does not alter the CDSC as in effect at the time of such termination applicable to Commission Shares of the Fund, the Date of Original Issuance of which occurs on or prior to such termination.

Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.

2.        Approval by the Board .   This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Directors of the Fund and (ii) those Directors of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Directors”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.

3.        Review of Expenditures .   At least quarterly, the Board of Directors shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

4.        Termination of Plan .   This Plan may be terminated as to the Fund’s Class C shares at any time by vote of a majority of the Independent Directors, or by vote of a majority of the outstanding Class C shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until December 31, 2008.  It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

Notwithstanding the foregoing or paragraph 6, below, any amendment or termination of this Plan shall not affect the rights of the Distributor to receive its Allocable Portion of the Distribution Fee, unless the termination constitutes a Complete Termination of this Plan as described in paragraph 1 above.

5.        Requirements of Agreement .   Any agreement related to this Plan shall be in writing, and shall provide:

a.       that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Directors or by a vote of a majority of the outstanding Class C shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

b.       that such agreement shall terminate automatically in the event of its assignment.

6.        Amendment .   This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class C shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class C shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.

7.        Nomination of Directors .   While this Plan is in effect, the selection and nomination of Independent Directors shall be committed to the discretion of the Independent Directors 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 October 1, 2008.

INTERNATIONAL GROWTH AND INCOME FUND, INC.


By
Paul F. Roye
Executive Vice President and
Principal Executive Officer



By
Patrick F. Quan, Secretary
 
 
 
SCHEDULE A
to the
Plan of Distribution of
International Growth and Income Fund, Inc.
relating to its Class C shares

ALLOCATION SCHEDULE


The following relates solely to Class C shares.

The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class C shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class C shares shall be allocated among the Distributor and any successor distributor (“ Successor Distributor ”) in accordance with this Schedule. At such time as the Distributor’s Allocable Portion of the Distribution Fees equals zero, the Successor Distributor shall become the Distributor for purposes of this Allocation Schedule.

Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”), of which this Schedule is a part.  As used herein the following terms shall have the meanings indicated:

Commission Share ” means each C share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any C share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.

Date of Original Issuance ” means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.

Free Share ” means, in respect of a Fund, each C share of the Fund, other than a Commission Share (including, without limitation, any C share issued in connection with the reinvestment of dividends or capital gains).

Inception Date ” means in respect of a Fund, the first date on which the Fund issued shares.

Net Asset Value ” means the net asset value determined as set forth in the Prospectus of each Fund.

Omnibus Share ” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”).  If, subsequent to the Successor Distributor becoming exclusive distributor of the Class C shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.

PART I:  ATTRIBUTION OF CLASS C SHARES

Class C shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

(1)               Commission Shares other than Omnibus Shares :

(a)              Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares (i) the date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

(b)              Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class C shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

(c)              A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another Fund (the “ Redeeming Fund ”) in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.


(2)               Free Shares :

Free Shares that are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date; provided that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

(3)               Omnibus Shares :

Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date; provided that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

PART II:  ALLOCATION OF CDSCs

(1)               CDSCs Related to the Redemption of Non-Omnibus Commission Shares :

CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.

(2)               CDSCs Related to the Redemption of Omnibus Shares :

CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof; provided , that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.
PART III:  ALLOCATION OF DISTRIBUTION FEE

Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:

(1)              The portion of the aggregate Distribution Fee accrued in respect of all Class C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:

(A + C)/2
(B + D)/2
where:

A = The aggregate Net Asset Value of all Class C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month

B = The aggregate Net Asset Value of all Class C shares of a Fund at the beginning of such calendar month

C = The aggregate Net Asset Value of all Class C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month

D = The aggregate Net Asset Value of all Class C shares of a Fund at the end of such calendar month

(2)              If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:

(A)/(B)
where:

A = Average Net Asset Value of all such Class C shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be

B = Total average Net Asset Value of all such Class C shares of a Fund for such calendar month

PART IV:  ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR’S ALLOCABLE PORTION

The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class C shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided , however , if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.
 
 
 
 

 
 
 
PLAN OF DISTRIBUTION
of
INTERNATIONAL GROWTH AND INCOME FUND, INC.
relating to its
CLASS F-1 SHARES


WHEREAS, International Growth and Income Fund, Inc. (the “Fund”) is a Maryland corporation that offers various classes of shares of common stock; and

WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of common stock of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”); and

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class F-1 shares; and

WHEREAS, the Board of Directors of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.        Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 0.50% per annum of the average net assets of the Fund’s Class F-1 shares.

The categories of expenses permitted under this Plan include service fees (“Service Fees”) and distribution fees (“Distribution Fees”), each in an amount not to exceed 0.25% per annum of the average net assets of the Fund’s Class F-1 shares. The actual amounts paid shall be determined by the Board of Directors.  The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class F-1 shares of the Fund.  The Distribution Fee compensates the Distributor for providing distribution services in respect of Class F-1 shares of the Fund. Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.

2.        Approval by the Board .   This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Directors of the Fund and (ii) those Directors of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Directors”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.

3.        Review of Expenditures .   At least quarterly, the Board of Directors shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
4.        Termination of Plan .   This Plan may be terminated as to the Fund’s Class F-1 shares at any time by vote of a majority of the Independent Directors, or by vote of a majority of the outstanding Class F-1 shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until December 31, 2008.  It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

5.        Requirements of Agreement .   Any agreement related to this Plan shall be in writing, and shall provide:

a.       that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Directors or by a vote of a majority of the outstanding Class F-1 shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

b.       that such agreement shall terminate automatically in the event of its assignment.

6.        Amendment .   This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class F-1 shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class F-1 shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.

7.        Nomination of Directors .   While this Plan is in effect, the selection and nomination of Independent Directors shall be committed to the discretion of the Independent Directors of the Fund.

8.        Issuance of Series of Shares .   If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

9.        Record Retention .   The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of October 1, 2008.

INTERNATIONAL GROWTH AND INCOME FUND, INC.


By
Paul F. Roye
Executive Vice President and
Principal Executive Officer



By
Patrick F. Quan, Secretary
 
 
 
 

 
 
 
PLAN OF DISTRIBUTION
of
INTERNATIONAL GROWTH AND INCOME FUND, INC.
relating to its
CLASS 529-A SHARES


WHEREAS, International Growth and Income Fund, Inc. (the “Fund”) is a Maryland corporation that offers that offers various classes of shares of common stock; and

WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of common stock of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”); and

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class 529-A shares; and

WHEREAS, the Board of Directors of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.            Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed .50% per annum of the average net assets of the Fund’s Class 529-A shares.

The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .25%, each such percentage being per annum of the average net assets of the Fund’s Class 529-A shares. The actual amounts paid shall be determined by the Board of Directors. The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class 529-A shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class 529-A shares of the Fund.

2.        Approval by the Board .   This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Directors of the Fund and (ii) those Directors of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Directors”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.

3.        Review of Expenditures .   At least quarterly, the Board of Directors shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

4.        Termination of Plan .   This Plan may be terminated as to the Fund’s Class 529-A shares at any time by vote of a majority of the Independent Directors, or by vote of a majority of the outstanding Class 529-A shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until December 31, 2008. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

5.        Requirements of Agreement .   Any agreement related to this Plan shall be in writing, and shall provide:

 
a.
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Directors or by a vote of a majority of the outstanding Class 529-A shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

 
b.
that such agreement shall terminate automatically in the event of its assignment.

6.        Amendment .   This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-A shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-A shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.

7.        Nomination of Directors .   While this Plan is in effect, the selection and nomination of Independent Directors shall be committed to the discretion of the Independent Directors of the Fund.

8.        Issuance of Series of Shares .   If the Fund shall at any time issue shares in more than one series, this Plan may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

9.        Record Retention .   The Fund shall preserve copies of this Plan and any related agreement and all reports made pursuant to paragraph 3 hereof for not less than six (6) years from the date of this Plan, or such agreement or reports, as the case may be, the first two (2) years of which such records shall be stored in an easily accessible place.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of October 1, 2008.


INTERNATIONAL GROWTH AND INCOME FUND, INC.


By
Paul F. Roye
Executive Vice President and
Principal Executive Officer



By
Patrick F. Quan, Secretary


 
 

 
 
 
PLAN OF DISTRIBUTION
of
INTERNATIONAL GROWTH AND INCOME FUND, INC.
relating to its
CLASS 529-B SHARES


WHEREAS, International Growth and Income Fund, Inc., (the “Fund”) is a Maryland corporation that offers various classes of shares of common stock; and
 
WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of common stock of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”); and
 
WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class 529-B shares; and
 
WHEREAS, the Board of Directors of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;
 
NOW, THEREFORE, the Fund adopts this Plan as follows:
 
1.       Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 1.00% per annum of the average net assets of the Fund’s Class 529-B shares.  Notwithstanding the foregoing, the Distributor will retain the Service Fee as defined below (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.  The categories of expenses are as follows:
 
 
a.
Service Fees.   The Fund shall pay to the Distributor no more frequently than monthly in arrears a service fee (the “Service Fee”), which shall accrue daily in an amount equal to the daily equivalent of .25% per annum of the net asset value of the Fund’s Class 529-B shares outstanding on each day.  The Service Fee compensates the Distributor for paying service-related expenses, including Service Fees to others in respect of Class 529-B shares of the Fund.
 
 
b.
Distribution Fees.   The Fund shall pay to the Distributor monthly in arrears its “Allocable Portion” as described in Schedule A to this Plan  (“Allocation Schedule”), and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of a fee (the “Distribution Fee”), which shall accrue daily in an amount equal to the daily equivalent of .75% per annum of the net asset value of the Fund’s Class 529-B shares outstanding on each day.  The Distribution Fee compensates the Distributor for providing distribution and sales-related services in respect of Class 529-B shares of the Fund.
 

The Distributor may sell and assign its right to its Allocable Portion (but not its obligations to the Fund under the Agreement) of the Distribution Fee to a third party, and such transfer shall be free and clear of offsets or claims the Fund may have against the Distributor, it being understood that the Fund is not releasing the Distributor from any of its obligations to the Fund under the Agreement or any of the assets the Distributor continues to own.  The Fund may agree, at the request of the Distributor, to pay the Allocable Portion of the Distribution Fee directly to the third party transferee.
 
Any agreement between the Fund and the Distributor relating to the Fund’s Class 529-B shares shall provide that:
 
 
(i)
the Distributor will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion of the Distribution Fee payable in respect of each “Commission Share” (as defined in the Allocation Schedule) upon the settlement date of each sale of such Commission Share taken into account in determining such Distributor’s Allocable Portion of the Distribution Fee;
 
 
(ii)
notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor its Allocable Portion of the Distribution Fee shall not be terminated or modified (including without limitation, by change in the rules applicable to the conversion of the Class 529-B shares into shares of another class) for any reason (including a termination of this Plan or the Agreement between such Distributor and the Fund) except:
 
 
(a)
to the extent required by a change in the Investment Company Act of 1940 (the “1940 Act”), the rules and regulations under the 1940 Act, the Conduct Rules of the Financial Industry Regulatory Authority (the “Conduct Rules”), or any judicial decisions or interpretive pronouncements by the Securities and Exchange Commission, which is either binding upon the Distributor or generally complied with by similarly situated distributors of mutual fund shares, in each case enacted, promulgated, or made after October 1, 2008,
 
 
(b)
on a basis which does not alter the Distributor’s Allocable Portion of the Distribution Fee computed with reference to Commission Shares of the Fund, the Date of Original Issuance (as defined in the Allocation Schedule) of which occurs on or prior to the adoption of such termination or modification and with respect to Free Shares (as defined in the Allocation Schedule) which would be attributed to the Distributor under the Allocation Schedule with reference to such Commission Shares, or
 
(c)  
in connection with a Complete Termination (as defined below) of this Plan by the Fund;
 

 
 
(iii)
the Fund will not take any action to waive or change any contingent deferred sales charge (“CDSC”) in respect of the Class 529-B shares, the Date of Original Issuance of which occurs on or prior to the taking of such action except as provided in the Fund’s prospectus or statement of additional information on the date such Commission Share was issued, without the consent of the Distributor or its assigns;
 
 
(iv)
notwithstanding anything to the contrary in this Plan or the Agreement, none of the termination of the Distributor’s role as principal underwriter of the Class 529-B shares of the Fund, the termination of the Agreement or the termination of this Plan will terminate the Distributor’s right to its Allocable Portion of the CDSCs in respect of Class 529-B shares of the Fund;
 
 
(v)
except as provided in (ii) above and notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class 529-B shares of the Fund shall be absolute and unconditional and shall not be subject to dispute, offset, counterclaim or any defense whatsoever, at law or equity, including, without limitation, any of the foregoing based on the insolvency or bankruptcy of the Distributor; and
 
 
(vi)
until the Distributor has been paid its Allocable Portion of the Distribution Fees in respect of the Class 529-B shares of the Fund, the Fund will not adopt a plan of liquidation in respect of the Class 529-B shares without the consent of the Distributor and its assigns.  For purposes of this Plan, the term Allocable Portion of the Distribution Fees or CDSCs payable in respect of the Class 529-B shares as applied to any Distributor shall mean the portion of such Distribution Fees or CDSCs payable in respect of such Class 529-B shares of the Fund allocated to the Distributor in accordance with the Allocation Schedule as it relates to the Class 529-B shares of the Fund, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of the Distribution Fees and CDSCs.  For purposes of this Plan, the term “Complete Termination” in respect of this Plan as it relates to the Class 529-B shares means a termination of this Plan involving the complete cessation of the payment of Distribution Fees in respect of all Class 529-B shares and all Class B shares, the termination of the distribution plans relating to Class 529-B shares and Class B shares and principal underwriting agreements with respect to Class 529-B shares and Class B shares, and the complete cessation of the payment of any asset based sales charge (within the meaning of the Conduct Rules) or similar fees in respect of all Class 529-B shares and all Class B shares of the Fund and any successor mutual fund or any mutual fund acquiring a substantial portion of the assets of the Fund (the Fund and such other mutual funds hereinafter referred to as the “Affected Funds”) and in respect of the Class 529-B shares, the Class B shares and every future class of shares (other than future classes of shares established more than eight years after the date of such termination) which has substantially similar characteristics to the Class 529-B shares or the Class B shares (all such classes of shares the “Affected Classes of Shares”) of such Affected Funds taking into account the manner of payment and amount of asset based sales charge, CDSC or other similar charges borne directly or indirectly by the holders of such shares; provided that
 
 
(a)
the Board of Directors/Trustees of such Affected Funds, including the Independent Directors/Trustees (as defined below) of the Affected Funds, shall have determined that such termination is in the best interest of such Affected Funds and the shareholders of such Affected Funds, and
 
(b)  
such termination does not alter the CDSC as in effect at the time of such termination applicable to Commission Shares of the Fund, the Date of Original Issuance of which occurs on or prior to such termination.
 
2.        Approval by the Board .   This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Directors of the Fund and (ii) those Directors of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Directors”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.
 
3.        Review of Expenditures .   At least quarterly, the Board of Directors shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.
 
4.        Termination of Plan .   This Plan may be terminated as to the Fund’s Class 529-B shares at any time by vote of a majority of the Independent Directors, or by vote of a majority of the outstanding Class 529-B shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until December 31, 2008.  It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.
 
Notwithstanding the foregoing or paragraph 6, below, any amendment or termination of this Plan shall not affect the rights of the Distributor to receive its Allocable Portion of the Distribution Fee, unless the termination constitutes a Complete Termination of this Plan as described in paragraph 1 above.
 
5.        Requirements of Agreement .   Any agreement related to this Plan shall be in writing, and shall provide:
 
 
a.
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Directors or by a vote of a majority of the outstanding Class 529-B shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and
 
 
b.
that such agreement shall terminate automatically in the event of its assignment.
 
6.        Amendment .   This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-B shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-B shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.
 
7.        Nomination of Directors .   While this Plan is in effect, the selection and nomination of Independent Directors shall be committed to the discretion of the Independent Directors 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 October 1, 2008.

INTERNATIONAL GROWTH AND INCOME FUND, INC.


By
Paul F. Roye
Executive Vice President and
Principal Executive Officer



By
Patrick F. Quan, Secretary
 
 
 
SCHEDULE A
to the
Plan of Distribution of
International Growth and Income Fiund, Inc.

ALLOCATION SCHEDULE


The following relates solely to Class 529-B shares.
 
The Distributor’s Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-B shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-B shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-B shares shall be allocated among the Distributor and any successor distributor (“ Successor Distributor ”) in accordance with this Schedule.
 
Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”), of which this Schedule is a part.  As used herein the following terms shall have the meanings indicated:
 
Commission Share ” means each 529-B share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any 529-B share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.
 
Date of Original Issuance ” means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.
 
Free Share ” means, in respect of a Fund, each 529-B share of the Fund, other than a Commission Share (including, without limitation, any 529-B share issued in connection with the reinvestment of dividends or capital gains).
 
Inception Date ” means in respect of a Fund, the first date on which the Fund issued shares.
 
Net Asset Value ” means the net asset value determined as set forth in the Prospectus of each Fund.
 
Omnibus Share ” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”).  If, subsequent to the Successor Distributor becoming exclusive distributor of the Class 529-B shares, the Distributor reasonably determines that the transfer agent is able to track all Commission Shares and Free Shares sold by any of the Omnibus Selling Agents in the same manner that Non-­Omnibus Commission Shares and Free Shares (defined below) are currently tracked, then Omnibus Shares of such Omnibus Selling Agent shall be treated as Commission Shares and Free Shares.
 
PART I: ATTRIBUTION OF CLASS 529-B SHARES
 
Class 529-B shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;
 
(1)            Commission Shares other than Omnibus Shares :
 
(a)           Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class 529-B shares of the Fund.
 
(b)           Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class 529-B shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-B shares of the Fund.
 
(c)           A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the “ Redeeming Fund ”) in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.
 
(2)            Free Shares :
 
Free Shares that are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date; provided that if the Distributor and its transferees reasonably determine that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
 
(3)            Omnibus Shares :
 
Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date; provided that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
 
PART II: ALLOCATION OF CDSCs
 
(1)            CDSCs Related to the Redemption of Non-Omnibus Commission Shares :
 
CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.
 
(2)            CDSCs Related to the Redemption of Omnibus Shares :
 
CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof; provided , that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.
 
PART III: ALLOCATION OF DISTRIBUTION FEE
 
Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:
 
(1)           The portion of the aggregate Distribution Fee accrued in respect of all Class 529-B shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:
 
         (A + C)/2
        (B + D)/2
where:
 
A=
The aggregate Net Asset Value of all Class 529-B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month
 
B=
The aggregate Net Asset Value of all Class 529-B shares of a Fund at the beginning of such calendar month
 
C=
The aggregate Net Asset Value of all Class 529-B shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month
 
D=
The aggregate Net Asset Value of all Class 529-B shares of a Fund at the end of such calendar month
 
(2)           If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-B shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-B shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:
 
(A)/(B)
 
where:
 
A=
Average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be
 
B=
Total average Net Asset Value of all such Class 529-B shares of a Fund for such calendar month
 
PART IV: ADJUSTMENT OF THE DISTRIBUTOR’S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR’S ALLOCABLE PORTION
 
The parties to the Distribution Agreement recognize that, if the terms of any distributor’s contract, any distribution plan, any prospectus, the Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor’s Allocable Portion or any Successor Distributor’s Allocable Portion had no such change occurred, the definitions of the Distributor’s Allocable Portion and/or the Successor Distributor’s Allocable Portion in respect of the Class 529-B shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided , however , if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor’s contract, distribution plan, prospectus or the Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.
 
 
 
 

 
 
 

PLAN OF DISTRIBUTION
of
INTERNATIONAL GROWTH AND INCOME FUND, INC.
relating to its
CLASS 529-C SHARES


WHEREAS, International Growth and Income Fund, Inc. (the “Fund”) is a Maryland corporation that offers various classes of shares of common stock; and

WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of common stock of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”); and

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class 529-C shares; and

WHEREAS, the Board of Directors of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.            Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 1.00% per annum of the average net assets of the Fund’s Class 529-C shares.  The categories of expenses are as follows:

 
a.
Service Fees.   The Fund shall pay to the Distributor no more frequently than monthly in arrears a service fee (the “Service Fee”), which shall accrue daily in an amount equal to the daily equivalent of .25% per annum of the net asset value of the Fund’s Class 529-C shares outstanding on each day. The Service Fee compensates the Distributor for paying service-related expenses, including Service Fees to others in respect of Class 529-C shares of the Fund.

 
b.
Distribution Fees.   The Fund shall pay to the Distributor no more frequently than monthly in arrears its “Allocable Portion” as described in Schedule A to this Plan  (“Allocation Schedule”), and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of a fee (the “Distribution Fee”), which shall accrue daily in an amount equal to the daily equivalent of .75% per annum of the net asset value of the Fund’s Class 529-C shares outstanding on each day.  The Distribution Fee compensates the Distributor for providing distribution and sales-related services in respect of Class 529-C shares of the Fund.
The Distributor may sell and assign its right to its Allocable Portion (but not its obligations to the Fund under the Agreement) of the Distribution Fee to a third party, and such transfer shall be free and clear of offsets or claims the Fund may have against the Distributor, it being understood that the Fund is not releasing the Distributor from any of its obligations to the Fund under the Agreement or any of the assets the Distributor continues to own.  The Fund may agree, at the request of the Distributor, to pay the Allocable Portion of the Distribution Fee directly to the third party transferee.

Any agreement between the Fund and the Distributor relating to the Fund’s Class 529-C shares shall provide that:

 
(i)
the Distributor will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion of the Distribution Fee payable in respect of each “Commission Share” (as defined in the Allocation Schedule) upon the settlement date of each sale of such Commission Share taken into account in determining such Distributor’s Allocable Portion of the Distribution Fee;

 
(ii)
notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor its Allocable Portion of the Distribution Fee shall not be terminated or modified (including without limitation, by change in the rules applicable to the conversion of the Class 529-C shares into shares of another class) for any reason (including a termination of this Plan or the Agreement between such Distributor and the Fund) except:

 
(a)
to the extent required by a change in the Investment Company Act of 1940 (the “1940 Act”), the rules and regulations under the 1940 Act, the Conduct Rules of the Financial Industry Regulatory Authority (the “Conduct Rules”), or any judicial decisions or interpretive pronouncements by the Securities and Exchange Commission, which is either binding upon the Distributor or generally complied with by similarly situated distributors of mutual fund shares, in each case enacted, promulgated, or made after October 1, 2008,

 
(b)
on a basis which does not alter the Distributor’s Allocable Portion of the Distribution Fee computed with reference to Commission Shares of the Fund, the Date of Original Issuance (as defined in the Allocation Schedule) of which occurs on or prior to the adoption of such termination or modification and with respect to Free Shares (as defined in the Allocation Schedule) which would be attributed to the Distributor under the Allocation Schedule with reference to such Commission Shares, or

 
(c)
in connection with a Complete Termination (as defined below) of this Plan by the Fund;

 
(iii)
the Fund will not take any action to waive or change any contingent deferred sales charge (“CDSC”) in respect of the Class 529-C shares, the Date of Original Issuance of which occurs on or prior to the taking of such action except as provided in the Fund’s prospectus or statement of additional information on the date such Commission Share was issued, without the consent of the Distributor or its assigns;

 
(iv)  notwithstanding anything to the contrary in this Plan or the Agreement, none of the termination of the Distributor’s role as principal underwriter of the Class 529-C shares of the Fund, the termination of the Agreement or the termination of this Plan will terminate the Distributor’s right to its Allocable Portion of the CDSCs in respect of Class 529-C shares of the Fund;

 
(v)
except as provided in (ii) above and notwithstanding anything to the contrary in this Plan or the Agreement, the Fund’s obligation to pay the Distributor’s Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class 529-C shares of the Fund shall be absolute and unconditional and shall not be subject to dispute, offset, counterclaim or any defense whatsoever, at law or equity, including, without limitation, any of the foregoing based on the insolvency or bankruptcy of the Distributor; and

(vi)
until the Distributor has been paid its Allocable Portion of the Distribution Fees in respect of the Class 529-C shares of the Fund, the Fund will not adopt a plan of liquidation in respect of the Class 529-C shares without the consent of the Distributor and its assigns.  For purposes of this Plan, the term Allocable Portion of the Distribution Fees or CDSCs payable in respect of the Class 529-C shares as applied to any Distributor shall mean the portion of such Distribution Fees or CDSCs payable in respect of such Class 529-C shares of the Fund allocated to the Distributor in accordance with the Allocation Schedule as it relates to the Class 529-C shares of the Fund, and until such time as the Fund designates a successor to AFD as distributor, the Allocable Portion shall equal 100% of the Distribution Fees and CDSCs.  For purposes of this Plan, the term “Complete Termination” in respect of this Plan as it relates to the Class 529-C shares means a termination of this Plan involving the complete cessation of the payment of Distribution Fees in respect of all Class 529-C shares, the termination of the distribution plans and principal underwriting agreements, and the complete cessation of the payment of any asset based sales charge (within the meaning of the Conduct Rules) or similar fees in respect of the Fund and any successor mutual fund or any mutual fund acquiring a substantial portion of the assets of the Fund (the Fund and such other mutual funds hereinafter referred to as the “Affected Funds”) and in respect of the Class 529-C shares and every future class of shares (other than future classes of shares established more than one year after the date of such termination) which has substantially similar characteristics to the Class 529-C shares (all such classes of shares the “Affected Classes of Shares”) of such Affected Funds taking into account the manner of payment and amount of asset based sales charge, CDSC or other similar charges borne directly or indirectly by the holders of such shares; provided that

(a)              the Board of Directors/Trustees of such Affected Funds, including the Independent Directors/Trustees (as defined below) of the Affected Funds, shall have determined that such termination is in the best interest of such Affected Funds and the shareholders of such Affected Funds, and

(b)              such termination does not alter the CDSC as in effect at the time of such termination applicable to Commission Shares of the Fund, the Date of Original Issuance of which occurs on or prior to such termination.

Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.

2.        Approval by the Board .   This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Directors of the Fund and (ii) those Directors of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Directors”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.

3.        Review of Expenditures .   At least quarterly, the Board of Directors shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

4.        Termination of Plan .   This Plan may be terminated as to the Fund’s Class 529-C shares at any time by vote of a majority of the Independent Directors, or by vote of a majority of the outstanding Class 529-C shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until December 31, 2008. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

Notwithstanding the foregoing or paragraph 6, below, any amendment or termination of this Plan shall not affect the rights of the Distributor to receive its Allocable Portion of the Distribution Fee, unless the termination constitutes a Complete Termination of this Plan as described in paragraph 1 above.

5.        Requirements of Agreement .   Any agreement related to this Plan shall be in writing, and shall provide:

 
a.
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Directors or by a vote of a majority of the outstanding Class 529-C shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

 
b.
that such agreement shall terminate automatically in the event of its assignment.

6.        Amendment .   This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-C shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-C shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.

7.        Nomination of Directors .   While this Plan is in effect, the selection and nomination of Independent Directors shall be committed to the discretion of the Independent Directors 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 October 1, 2008.


INTERNATIONAL GROWTH AND INCOME FUND, INC.


By
      Paul F. Roye
Executive Vice President and
Principal Executive Officer



By
Patrick F. Quan, Secretary
 
 

SCHEDULE A
to the
Plan of Distribution of
International Growth and Income Fund, Inc.

ALLOCATION SCHEDULE


The following relates solely to Class 529-C shares.

The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-C shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-C shares shall be allocated among the Distributor and any successor distributor (" Successor Distributor ") in accordance with this Schedule.

Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”), of which this Schedule is a part.  As used herein the following terms shall have the meanings indicated:

" Commission Share " means each Class 529-C share issued under circumstances which would normally give rise to an obligation of the holder of such share to pay a CDSC upon redemption of such share (including, without limitation, any Class 529-C share issued in connection with a permitted free exchange), and any such share shall continue to be a Commission Share of the applicable Fund prior to the redemption (including a redemption in connection with a permitted free exchange) or conversion of such share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.

" Date of Original Issuance " means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.

" Free Share " means, in respect of a Fund, each Class 529-C share of the Fund, other than a Commission Share (including, without limitation, any Class 529-C share issued in connection with the reinvestment of dividends or capital gains).

" Inception Date " means in respect of a Fund, the first date on which the Fund issued shares.

" Net Asset Value " means the net asset value determined as set forth in the Prospectus of each Fund.

Omnibus Share ” means, in respect of a Fund, a Commission Share or Free Share sold by one of the selling agents maintaining shares in an omnibus account (“Omnibus Selling Agents”).  If, subsequent to the Successor Distributor becoming exclusive distributor of the Class 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 Class 529-C SHARES

Class 529-C shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

(1)            Commission Shares other than Omnibus Shares :

(a)           Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class 529-C shares of the Fund.

(b)           Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class 529-C shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class 529-C shares of the Fund.

(c)           A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the " Redeeming Fund ") in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.

(2)            Free Shares :

Free Shares that are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date; provided that if the Distributor and its transferees reasonably determine that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

(3)            Omnibus Shares :

Omnibus Shares of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of the applicable Fund outstanding on such date are attributed to it on such date; provided that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.

PART II: ALLOCATION OF CDSCs

(1)            CDSCs Related to the Redemption of Non-Omnibus Commission Shares :

CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.

(2)            CDSCs Related to the Redemption of Omnibus Shares :

CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the  Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof; provided , that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.

PART III: ALLOCATION OF DISTRIBUTION FEE

Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:

(1)           The portion of the aggregate Distribution Fee accrued in respect of all Class 529-C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction:

     (A + C)/2
    (B + D)/2
where:

A=
The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month

B=
The aggregate Net Asset Value of all Class 529-C shares of a Fund at the beginning of such calendar month

C=
The aggregate Net Asset Value of all Class 529-C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month

D=
The aggregate Net Asset Value of all Class 529-C shares of a Fund at the end of such calendar month

(2)           If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class 529-C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class 529-C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:

(A)/(B)

where:

A=
Average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be

B=
Total average Net Asset Value of all such Class 529-C shares of a Fund for such calendar month

PART IV: ADJUSTMENT OF THE DISTRIBUTOR’S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR’S ALLOCABLE PORTION

The parties to the Distribution Agreement recognize that, if the terms of any distributor's contract, any distribution plan, any prospectus, the Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor's Allocable Portion or any Successor Distributor's Allocable Portion had no such change occurred, the definitions of the Distributor's Allocable Portion and/or the Successor Distributor's Allocable Portion in respect of the Class 529-C shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided , however , if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor's contract, distribution plan, prospectus or the Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them.
 
 
 
 

 
 
 
PLAN OF DISTRIBUTION
of
INTERNATIONAL GROWTH AND INCOME FUND, INC.
relating to its
CLASS 529-E SHARES


WHEREAS, International Growth and Income Fund, Inc. (the “Fund”) is a Maryland corporation that offers various classes of shares of common stock; and

WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of common stock of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”); and

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class 529-E shares; and

WHEREAS, the Board of Directors of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.            Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed .75% per annum of the average net assets of the Fund’s Class 529-E shares.

The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .50%, each such percentage being per annum of the average net assets of the Fund’s Class 529-E shares. The actual amounts paid shall be determined by the Board of Directors.  The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class 529-E shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class 529-E shares of the Fund. Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.

2.            Approval by the Board .   This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Directors of the Fund and (ii) those Directors of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Directors”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.

3.            Review of Expenditures .   At least quarterly, the Board of Directors shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

4.            Termination of Plan .   This Plan may be terminated as to the Fund’s Class 529-E shares at any time by vote of a majority of the Independent Directors, or by vote of a majority of the outstanding Class 529-E shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until December 31, 2008. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

5.            Requirements of Agreement .   Any agreement related to this Plan shall be in writing, and shall provide:

 
a.
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Directors or by a vote of a majority of the outstanding Class 529-E shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

 
b.
that such agreement shall terminate automatically in the event of its assignment.

6.            Amendment .   This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-E shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-E shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.

7.            Nomination of Directors .   While this Plan is in effect, the selection and nomination of Independent Directors shall be committed to the discretion of the Independent Directors 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 October 1, 2008.


INTERNATIONAL GROWTH AND INCOME FUND, INC.


By
Paul F. Roye
Executive Vice President and
Principal Executive Officer



By
Patrick F. Quan
Secretary
 
 
 
 

 
 
 
PLAN OF DISTRIBUTION
of
INTERNATIONAL GROWTH AND INCOME FUND, INC.
relating to its
CLASS 529-F-1 SHARES


WHEREAS, International Growth and Income Fund, Inc. (the “Fund”) is a Maryland corporation that offers various classes of shares of common stock; and

WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of common stock of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”); and

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class 529-F-1 shares; and

WHEREAS, the Board of Directors of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.            Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed .50% per annum of the average net assets of the Fund’s Class 529-F-1 shares.

The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .25%, each such percentage being per annum of the average net assets of the Fund’s Class 529-F-1 shares. The actual amounts paid shall be determined by the Board of Directors.  The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class 529-F-1 shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class 529-F-1 shares of the Fund.  Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.

2.            Approval by the Board .   This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Directors of the Fund and (ii) those Directors of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Directors”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.

3.            Review of Expenditures .   At least quarterly, the Board of Directors shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

4.            Termination of Plan .   This Plan may be terminated as to the Fund’s Class 529-F-1 shares at any time by vote of a majority of the Independent Directors, or by vote of a majority of the outstanding Class 529-F-1 shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until December 31, 2008. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

5.            Requirements of Agreement .   Any agreement related to this Plan shall be in writing, and shall provide:

 
a.
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Directors or by a vote of a majority of the outstanding Class 529-F-1 shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

 
b.
that such agreement shall terminate automatically in the event of its assignment.

6.            Amendment .   This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class 529-F-1 shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class 529-F-1 shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.

7.            Nomination of Directors .   While this Plan is in effect, the selection and nomination of Independent Directors shall be committed to the discretion of the Independent Directors 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 October 1, 2008.


INTERNATIONAL GROWTH AND INCOME FUND, INC.


By
Paul F. Roye
Executive Vice President and
Principal Executive Officer



By
Patrick F. Quan
Secretary
 
 
 
 

 
 
 

PLAN OF DISTRIBUTION
of
INTERNATIONAL GROWTH AND INCOME FUND, INC.
relating to its
CLASS R-1 SHARES


WHEREAS, International Growth and Income Fund, Inc. (the “Fund”) is a Maryland corporation that offers various classes of shares of common stock; and

WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of common stock of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”); and

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class R-1 shares; and

WHEREAS, the Board of Directors of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.            Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 1.00% per annum of the average net assets of the Fund’s Class R-1 shares.

The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .75%, each such percentage being per annum of the average net assets of the Fund’s Class R-1 shares. The actual amounts paid shall be determined by the Board of Directors.  The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class R-1 shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class R-1 shares of the Fund. Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.

2.            Approval by the Board .   This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Directors of the Fund and (ii) those Directors of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Directors”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.

3.            Review of Expenditures .   At least quarterly, the Board of Directors shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

4.            Termination of Plan .   This Plan may be terminated as to the Fund’s Class R-1 shares at any time by vote of a majority of the Independent Directors, or by vote of a majority of the outstanding Class R-1 shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until December 31, 2008. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

5.            Requirements of Agreement .   Any agreement related to this Plan shall be in writing, and shall provide:

 
a.
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Directors or by a vote of a majority of the outstanding Class R-1 shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

 
b.
that such agreement shall terminate automatically in the event of its assignment.

6.            Amendment .   This Plan may not be amended to increase materially the maximum amount of fees or other distribution expenses provided for in paragraph 1 hereof with respect to the Class R-1 shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class R-1 shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.

7.            Nomination of Directors .   While this Plan is in effect, the selection and nomination of Independent Directors shall be committed to the discretion of the Independent Directors 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 October 1, 2008.


INTERNATIONAL GROWTH AND INCOME FUND, INC.


By
Paul F. Roye
Executive Vice President and
Principal Executive Officer



By
Patrick F. Quan
Secretary
 
 
 
 

 
 

PLAN OF DISTRIBUTION
of
INTERNATIONAL GROWTH AND INCOME FUND, INC.
relating to its
CLASS R-2 SHARES


WHEREAS, International Growth and Income Fund, Inc. (the “Fund”) is a Maryland corporation that offers various classes of shares of common stock; and

WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of common stock of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”); and

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class R-2 shares; and

WHEREAS, the Board of Directors of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.            Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed 1.00% per annum of the average net assets of the Fund’s Class R-2 shares.

The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .75%, each such percentage being per annum of the average net assets of the Fund’s Class R-2 shares. The actual amounts paid shall be determined by the Board of Directors.  The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class R-2 shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class R-2 shares of the Fund. Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.


2.            Approval by the Board .   This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Directors of the Fund and (ii) those Directors of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Directors”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.

3.            Review of Expenditures .   At least quarterly, the Board of Directors shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

4.            Termination of Plan .   This Plan may be terminated as to the Fund’s Class R-2 shares at any time by vote of a majority of the Independent Directors, or by vote of a majority of the outstanding Class R-2 shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until December 31, 2008. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

5.            Requirements of Agreement .   Any agreement related to this Plan shall be in writing, and shall provide:

 
a.
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Directors or by a vote of a majority of the outstanding Class R-2 shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

 
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-2 shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class R-2 shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.

7.            Nomination of Directors .   While this Plan is in effect, the selection and nomination of Independent Directors shall be committed to the discretion of the Independent Directors 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 October 1, 2008.


INTERNATIONAL GROWTH AND INCOME FUND, INC.


By
Paul F. Roye
Executive Vice President and
Principal Executive Officer



By
Patrick F. Quan
Secretary

 
 

 
 

PLAN OF DISTRIBUTION
of
INTERNATIONAL GROWTH AND INCOME FUND, INC.
relating to its
CLASS R-3 SHARES


WHEREAS, International Growth and Income Fund, Inc. (the “Fund”) is a Maryland corporation that offers various classes of shares of common stock; and

WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of common stock of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”); and

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class R-3 shares; and

WHEREAS, the Board of Directors of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.            Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed .75% per annum of the average net assets of the Fund’s Class R-3 shares.

The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .50%, each such percentage being per annum of the average net assets of the Fund’s Class R-3 shares. The actual amounts paid shall be determined by the Board of Directors.  The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class R-3 shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class R-3 shares of the Fund. Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.

2.            Approval by the Board .   This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Directors of the Fund and (ii) those Directors of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Directors”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.

3.            Review of Expenditures .   At least quarterly, the Board of Directors shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

4.            Termination of Plan .   This Plan may be terminated as to the Fund’s Class R-3 shares at any time by vote of a majority of the Independent Directors, or by vote of a majority of the outstanding Class R-3 shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until December 31, 2008. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

5.            Requirements of Agreement .   Any agreement related to this Plan shall be in writing, and shall provide:

 
a.
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Directors or by a vote of a majority of the outstanding Class R-3 shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

 
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-3 shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class R-3 shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.

7.            Nomination of Directors .   While this Plan is in effect, the selection and nomination of Independent Directors shall be committed to the discretion of the Independent Directors 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 October 1, 2008.


INTERNATIONAL GROWTH AND INCOME FUND, INC.


By
Paul F. Roye
Executive Vice President and
Principal Executive Officer



By
Patrick F. Quan
Secretary

 
 

 

PLAN OF DISTRIBUTION
of
INTERNATIONAL GROWTH AND INCOME FUND, INC.
relating to its
CLASS R-4 SHARES


WHEREAS, International Growth and Income Fund, Inc. (the “Fund”) is a Maryland corporation that offers various classes of shares of common stock; and

WHEREAS, American Funds Distributors, Inc. (“AFD”) or any successor entity designated by the Fund (AFD and any such successor collectively are referred to as “Distributor”) will serve as distributor of the shares of common stock of the Fund, and the Fund and Distributor are parties to a principal underwriting agreement (the “Agreement”); and

WHEREAS, the purpose of this Plan of Distribution (the “Plan”) is to authorize the Fund to bear expenses of distribution of its Class R-4 shares; and

WHEREAS, the Board of Directors of the Fund has determined that there is a reasonable likelihood that this Plan will benefit the Fund and its shareholders;

NOW, THEREFORE, the Fund adopts this Plan as follows:

1.            Payments to Distributor .   The Fund may expend pursuant to this Plan and as set forth below an aggregate amount not to exceed .50% per annum of the average net assets of the Fund’s Class R-4 shares.

The categories of expenses permitted under this Plan include service fees (“Service Fees”) in an amount not to exceed .25%, and distribution fees (“Distribution Fees”) in an amount not to exceed .25%, each such percentage being per annum of the average net assets of the Fund’s Class R-4 shares. The actual amounts paid shall be determined by the Board of Directors.  The Service Fee compensates the Distributor for service-related expenses, including paying Service Fees to others in respect of Class R-4 shares of the Fund. The Distribution Fee compensates the Distributor for providing distribution services in respect of Class R-4 shares of the Fund. Notwithstanding the foregoing, the Distributor will retain such fees (after all permissible payments to third parties) only with respect to accounts to which a broker-dealer other than the Distributor has been assigned.


2.            Approval by the Board .   This Plan shall not take effect until it has been approved, together with any related agreement, by votes of the majority of both (i) the Board of Directors of the Fund and (ii) those Directors of the Fund who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940) and have no direct or indirect financial interest in the operation of this Plan or any agreement related to it (the “Independent Directors”), cast in person at a meeting called for the purpose of voting on this Plan and/or such agreement.

3.            Review of Expenditures .   At least quarterly, the Board of Directors shall be provided by any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement, and the Board shall review, a written report of the amounts expended pursuant to this Plan and the purposes for which such expenditures were made.

4.            Termination of Plan .   This Plan may be terminated as to the Fund’s Class R-4 shares at any time by vote of a majority of the Independent Directors, or by vote of a majority of the outstanding Class R-4 shares of the Fund.  Unless sooner terminated in accordance with this provision, this Plan shall continue in effect until December 31, 2008. It may thereafter be continued from year to year in the manner provided for in paragraph 2 hereof.

5.            Requirements of Agreement .   Any agreement related to this Plan shall be in writing, and shall provide:

 
a.
that such agreement may be terminated as to the Fund at any time, without payment of any penalty by the vote of a majority of the Independent Directors or by a vote of a majority of the outstanding Class R-4 shares of the Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and

 
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-4 shares of the Fund unless such amendment is approved by vote of a majority of the outstanding voting securities of the Class R-4 shares of the Fund and as provided in paragraph 2 hereof, and no other material amendment to this Plan shall be made unless approved in the manner provided for in paragraph 2 hereof.

7.            Nomination of Directors .   While this Plan is in effect, the selection and nomination of Independent Directors shall be committed to the discretion of the Independent Directors 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 October 1, 2008.


INTERNATIONAL GROWTH AND INCOME FUND, INC.


By
Paul F. Roye
Executive Vice President and
Principal Executive Officer



By
Patrick F. Quan
Secretary

 

INTERNATIONAL GROWTH AND INCOME FUND, INC.

MULTIPLE CLASS PLAN


WHEREAS, International Growth and Income Fund, Inc. (the “Fund”), a Maryland corporation, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company that offers shares of common stock;

WHEREAS, American Funds Distributors, Inc. (the “Distributor”) serves as the principal underwriter for the Fund;

WHEREAS, the Fund has adopted Plans of Distribution (each a “12b-1 Plan”) under which the Fund may bear expenses of distribution of its shares, including payments to and/or reimbursement of certain expenses incurred by the Distributor in connection with its distribution of the Fund’s shares;

WHEREAS, the Fund has entered into an Administrative Services Agreement with Capital Research and Management Company under which the Fund may bear certain transfer agent and administrative expenses for certain classes of shares;

WHEREAS, the Fund is authorized to issue the following classes of shares of  common stock: Class A shares, Class B shares, Class C shares, Class F-1 shares and Class F-2 shares (together, the “Class F shares”), Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares and Class R-5 shares (collectively, the  “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, the “Class 529 shares”);

WHEREAS, Rule 18f-3 under the 1940 Act permits open-end management investment companies to issue multiple classes of voting stock representing interests in the same portfolio if, among other things, an investment company adopts a written Multiple Class Plan (the “Plan”) setting forth the separate arrangement and expense allocation of each class and any related conversion features or exchange privileges; and

WHEREAS, the Board of Directors of the Fund has determined, that it is in the best interest of each class of shares of the Fund individually, and the Fund as a whole, to adopt this Plan;

NOW THEREFORE, the Fund adopts the Plan as follows:

1.           Each class of shares will represent interests in the same portfolio of investments of the Fund, and be identical in all respects to each other class, except as set forth below. The differences among the various classes of shares of the Fund will relate to: (i) distribution, service and other charges and expenses as provided for in paragraph 3 of this Plan; (ii) the exclusive right of each class of shares to vote on matters submitted to shareholders that relate solely to that class or the separate voting right of each class on matters for which the interests of one class differ from the interests of another class; and (iii) such differences relating to (a) eligible investors, (b) the designation of each class of shares, (c) conversion features, and (d) exchange privileges each as may be set forth in the Fund’s prospectus and statement of additional information (“SAI”), as the same may be amended or supplemented from time to time.

2.           (a)           Certain expenses may be attributable to the Fund, but not a particular class of shares thereof. All such expenses will be borne by each class on the basis of the relative aggregate net assets of the classes. Notwithstanding the foregoing, the Distributor, the investment adviser or other provider of services to the Fund may waive or reimburse the expenses of a specific class or classes to the extent permitted by Rule 18f-3 under the 1940 Act and any other applicable law.

(b)           A class of shares may be permitted to bear expenses that are directly attributable to that class, including: (i) any distribution service fees associated with any rule          12b-1 Plan for a particular class and any other costs relating to implementing or amending such rule 12b-1 Plan; (ii) any administrative service fees attributable to such class; and (iii) any transfer agency, sub-transfer agency and shareholder servicing fees attributable to such class.

(c)           Any additional incremental expenses not specifically identified above that are subsequently identified and determined to be applied properly to one class of shares of the Fund shall be so applied upon approval by votes of the majority of both (i) the Board of Directors of the Fund; and (ii) those Directors of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) (“Independent Directors”).

3.           Consistent with the general provisions of section 2(b), above, each class of shares of the Fund shall differ in the amount of, and the manner in which costs are borne by shareholders as follows:

(a)                Class 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 net assets, as set forth in the Fund’s prospectus, SAI, and Plan of Distribution. This expense consists of a service fee of up to 0.25% plus certain other distribution costs.

(b)               Class B shares

(i)       Class B shares shall be sold at net asset value without a front-end sales charge, but subject to a CDSC and maximum purchase limits as set forth in the Fund’s prospectus and SAI.

(ii)              Class B shares shall be subject to an annual 12b-1 expense under the Fund’s Class B Plan of Distribution of 1.00% of average net assets, as set forth in the Fund’s prospectus, SAI, and Class B Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of 0.25% of such net assets.

(iii)              Class B shares will automatically convert to Class A shares of the Fund approximately eight years after purchase, subject to the limitations described in the Fund’s prospectus and SAI. All conversions shall be effected on the basis of the relative net asset values of the two classes of shares without the imposition of any sales load or other charge.

(iv)              Class B shares shall be subject to a fee (included within the transfer agency expense) for additional costs associated with tracking the age of each Class B share.

(c)               Class C shares

(i)       Class C shares shall be sold at net asset value without a front-end sales charge, but subject to a CDSC and maximum purchase limits as set forth in the Fund’s prospectus and SAI.

(ii)              Class C shares shall be subject to an annual 12b-1 expense under the Fund’s Class C Plan of Distribution of 1.00% of average net assets, as set forth in the Fund’s prospectus, SAI, and Class C Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of 0.25% of such net assets.

(iii)              Class C shares shall be subject to an Administrative Services fee comprising transfer agent fees (according to the fee schedule contained in the Shareholder Services Agreement between the Fund and its transfer agent for its Class A and Class B shares) plus 0.15% of average net assets, as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement.  In calculating transfer agent fees allocable to the                 Class C shares, the fees generated shall be charged to the Fund and allocated to the Class C shares based on their aggregate net assets relative to those of the Class A, Class B and Class 529 shares.  No transfer agent fees shall be charged for accounts held in other than street name or a networked environment.

(iv)              Class C shares will automatically convert to Class F-1 shares of the Fund approximately ten years after purchase, subject to the limitations described in the Fund’s prospectus and SAI. All conversions shall be effected on the basis of the relative net asset values of the two classes of shares without the imposition of any sales load or other charge.

(v)              Class C shares shall be subject to a fee, if any, (included within the transfer agency expense) for additional costs associated with tracking the age of each Class C share.

 
(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 net assets, as set forth in the Fund’s prospectus, SAI, and Class F-1  Plan of Distribution. This expense shall consist of a distribution fee of 0.25% and a service fee of 0.25% of such 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 an Administrative Services fee comprising transfer agent fees (according to the fee schedule contained in the Shareholder Services Agreement between the Fund and its transfer agent for its Class A and Class B shares) plus 0.15% of average net assets, as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement. The Class F shares will pay only those transfer agent fees and third party pass-through fees (e.g., DST and NSCC fees) that are directly attributed to accounts of and activities generated by the Class F shares.  No transfer agent fees shall be charged for accounts held in other than street name or a networked environment.

 
5)
The Class R shares consisting of Class R-1 shares, Class R-2 shares, Class R-3 shares, Class R-4 shares, and Class R-5 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 1.00% of average net assets, as set forth in the Fund’s prospectus, SAI, and Class R-1 Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of 0.25% of such 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 net assets, as set forth in the Fund’s prospectus, SAI, and Class R-2 Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of 0.25% of such net assets.

(iv)              Class R-3 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-3 Plan of Distribution of up to 0.75% of average net assets, as set forth in the Fund’s prospectus, SAI, and Class R-3 Plan of Distribution. This expense shall consist of a distribution fee of 0.50% and a service fee of 0.25% of such net assets.

(v)         Class R-4 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-4 Plan of Distribution of up to 0.50% of average net assets, as set forth in the Fund’s prospectus, SAI, and Class R-4 Plan of Distribution. This expense shall consist of a distribution fee of 0.25% and a service fee of 0.25% of such net assets.

(vi)              Class R-5 shares shall not be subject to an annual 12b-1 expense.

(vii)              The Class R shares shall be subject to an Administrative Services fee comprising transfer agent fees (according to the fee schedule contained in the Shareholder Services Agreement between the Fund and its transfer agent for its Class A and Class B shares) plus 0.15% of average net assets for Class R-1 shares, Class R-2 shares, Class R-3 shares and Class R-4 shares, and 0.10% of average net assets for Class R-5 shares, as set forth in the Fund’s prospectus, SAI, and Administrative Services Agreement.   Each of the Class R share classes will pay only those transfer agent fees and third party pass-through fees ( e.g. , DST and NSCC fees) that are directly attributed to accounts of and activities generated by its own share class.

(viii)              The Class R-2 and Class R-3 shares may be subject to additional sub-transfer agent fees paid to third parties providing services to Fund shareholders in those share classes.  These fees will be charged directly to the share class incurring the expense.

 
6)
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 net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-A Plan of Distribution. This expense shall consist of a distribution fee of 0.25% and a service fee of 0.25% of such net assets.

(v)         Class 529-B shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-B Plan of Distribution of 1.00% of average net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-B Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of 0.25% of such net assets.

(vi)              Class 529-C shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-C Plan of Distribution of 1.00% of average net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-C Plan of Distribution. This expense shall consist of a distribution fee of 0.75% and a service fee of 0.25% of such 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 net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-E shares Plan of Distribution. This expense shall consist of a distribution fee of 0.50% and a service fee of 0.25% of such 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 net assets, as set forth in the Fund’s prospectus, SAI, and          Class 529-F-1 Plan of Distribution. This expense shall consist of a distribution fee of 0.25% and a service fee of 0.25% of such net assets.

(ix)              The Class 529 shares shall be subject to an Administrative Services fee of 0.15% of average net assets for all 529 shares, as set forth in the Fund’s prospectus, SAI, and Administrative Services Agreement.  In calculating transfer agent fees allocable to the Class 529 shares, the fees generated from maintaining these accounts (determined using the fee schedule contained in the Shareholder Services Agreement between the Fund and its transfer agent for its Class A and Class B shares) shall be 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.  The fee thus determined shall be paid by CRMC from the Administrative Services Fee.

(x)         The Class 529 shares shall be subject to a Virginia Administrative Fee of 0.10% of average 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 are held.

4.       This Plan shall not take effect until it has been approved by votes of the majority of both (i) the Board of Directors of the Fund and (ii) the Independent Directors.

5.       This Plan shall become effective with respect to any class of shares of the Fund, other than Class A, Class B, Class C, Class F-1, Class F-2, Class R-1, Class R-2, Class R-3,        Class R-4, Class R-5, Class 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 Directors of the Fund; and (ii) Independent Directors prior to the offering of such additional class of shares), and shall continue in effect with respect to such additional class or classes until terminated in accordance with paragraph 7.  An addendum setting forth such specific and different terms of such additional class or classes shall be attached to and made part of this Plan.

6.       No material amendment to the Plan shall be effective unless it is approved by the votes of the majority of both (i) the Board of Directors of the Fund and (ii) Independent Directors.

7.       This Plan may be terminated at any time with respect to the Fund as a whole or any class of shares individually, by the votes of the majority of both (i) the Board of Directors of the Fund and (ii) Independent Directors. This Plan may remain in effect with respect to a particular class or classes of shares of the Fund even if it has been terminated in accordance with this paragraph with respect to any other class of shares.

IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officers thereunto duly authorized, as of October 1, 2008.

INTERNATIONAL GROWTH AND INCOME
FUND, INC.

By:
 
 
Paul F. Roye,
 
Executive Vice President and
 
Principal Executive Officer


By:
 
 
Patrick F. Quan, Secretary