SEC File Nos. 333-152323

811-22215

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-1A

 

Registration Statement

Under

the Securities Act of 1933

Post-Effective Amendment No. 31

 

and

 

Registration Statement

Under

the Investment Company Act of 1940

Amendment No. 33

 

 

INTERNATIONAL GROWTH AND INCOME FUND

(Exact Name of Registrant as Specified in Charter)

 

6455 Irvine Center Drive

Irvine, California 92618-4518

(Address of Principal Executive Offices)

 

Registrant's Telephone Number, including area code:

(213) 486-9200

 

 

Michael W. Stockton, Secretary

International Growth and Income Fund

333 South Hope Street

Los Angeles, California 90071-1406

(Name and Address of Agent for Service)

 

 

Copies to:

 

Lea Anne Copenhefer

Morgan, Lewis & Bockius LLP

One Federal Street

Boston, MA 02110-1726

(Counsel for the Registrant)

 

 

Approximate date of proposed public offering:

It is proposed that this filing will become effective on September 1, 2020, pursuant to paragraph (b) of Rule 485.

 

 
 

 

 

   
 

International Growth
and Income FundSM

Prospectus

September 1, 2020

 
                           
 
 
Class A C T F-1 F-2 F-3 529-A 529-C 529-E 529-T 529-F-1
  IGAAX IGICX TGAIX IGIFX IGFFX IGAIX CGIAX CIICX CGIEX TGAGX CGIFX
Class 529-F-2 529-F-3 R-1 R-2 R-2E R-3 R-4 R-5E R-5 R-6  
  FGGGX FGIGX RIGAX RIGBX RIIEX RGICX RIGEX RIGIX RIGFX RIGGX  

Beginning January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, we intend to no longer mail paper copies of the fund’s shareholder reports, unless specifically requested from American Funds or your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Capital Group website (capitalgroup.com); you will be notified by mail and provided with a website link to access the report each time a report is posted. If you have already elected to receive shareholder reports electronically, you will not be affected by this change and do not need to take any action. If you prefer to receive shareholder reports and other communications electronically, you may update your mailing preferences with your financial intermediary, or enroll in e-delivery at capitalgroup.com (for accounts held directly with the fund).

You may elect to receive paper copies of all future reports free of charge. If you invest through a financial intermediary, you may contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the fund, you may inform American Funds that you wish to continue receiving paper copies of your shareholder reports by contacting us at (800) 421-4225. Your election to receive paper reports will apply to all funds held with American Funds or through your financial intermediary.

 

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


 
 

 

Table of contents

   
Investment objective 1
Fees and expenses of the fund 1
Principal investment strategies 3
Principal risks 4
Investment results 6
Management 8
Purchase and sale of fund shares 8
Tax information 8
Payments to broker-dealers and other financial intermediaries 8
Investment objective, strategies and risks 9
Management and organization 14
Shareholder information 17
Purchase, exchange and sale of shares 18
How to sell shares 22
Distributions and taxes 26
Choosing a share class 26
Sales charges 28
Sales charge reductions and waivers 32
Rollovers from retirement plans to IRAs 39
Plans of distribution 41
Other compensation to dealers 42
Fund expenses 43
Financial highlights 45
Appendix 50

 


 
 

 

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

Fees and expenses of the fund This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. In addition to the fees and expenses described below, you may also be required to pay brokerage commissions on purchases and sales of Class F-2, F-3, 529-F-1, 529-F-2 or 529-F-3 shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $25,000 in American Funds. More information about these and other discounts is available from your financial professional, in the “Sales charge reductions and waivers” sections on page 32 of the prospectus and on page 72 of the fund’s statement of additional information, and in the sales charge waiver appendix to this prospectus.

               
Shareholder fees (fees paid directly from your investment)
Share class: A 529-A C and
529-C
529-E T and
529-T
All F and 529-F share classes All R
share
classes
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) 5.75% 3.50% none none 2.50% none none
Maximum deferred sales charge (load) (as a percentage of the amount redeemed) 1.00* 1.00* 1.00% none none none none
Maximum sales charge (load) imposed on reinvested dividends none none none none none none none
Redemption or exchange fees none none none none none none none
               
Annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment)
Share class: A C T F-1 F-2 F-3 529-A
Management fees 0.48% 0.48% 0.48% 0.48% 0.48% 0.48% 0.48%
Distribution and/or service (12b-1) fees 0.25 1.00 0.25 0.25 none none 0.23
Other expenses 0.19 0.19 0.18 0.20 0.18 0.07 0.24
Total annual fund operating expenses 0.92 1.67 0.91 0.93 0.66 0.55 0.95
               
Share class: 529-C 529-E 529-T 529-F-1 529-F-2 529-F-3 R-1
Management fees 0.48% 0.48% 0.48% 0.48% 0.48% 0.48% 0.48%
Distribution and/or service (12b-1) fees 1.00 0.50 0.25 0.00 none none 1.00
Other expenses 0.24 0.16 0.24 0.24 0.23 0.13 0.21
Total annual fund operating expenses 1.72 1.14 0.97 0.72 0.71 0.61 1.69
               
Share class: R-2 R-2E R-3 R-4 R-5E R-5 R-6
Management fees 0.48% 0.48% 0.48% 0.48% 0.48% 0.48% 0.48%
Distribution and/or service (12b-1) fees 0.75 0.60 0.50 0.25 none none none
Other expenses 0.43 0.24 0.22 0.17 0.21 0.11 0.06
Total annual fund operating expenses 1.66 1.32 1.20 0.90 0.69 0.59 0.54

*  A contingent deferred sales charge of 1.00% applies on certain redemptions made within 18 months following purchases of $1 million or more made without an initial sales charge. Contingent deferred sales charge is calculated based on the lesser of the offering price and market value of shares being sold.

 

International Growth and Income Fund / Prospectus     1


 
 

 

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

The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. You may be required to pay brokerage commissions on your purchases and sales of Class F-2, F-3, 529-F-1, 529-F-2 or 529-F-3 shares of the fund, which are not reflected in the example. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

                             
Share class: A C T F-1 F-2 F-3 529-A 529-C 529-E 529-T 529-F-1 529-F-2 529-F-3 R-1
1 year $663 $270 $341 $95 $67 $56 $444 $275 $116 $346 $74 $73 $62 $172
3 years 851 526 533 296 211 176 642 542 362 551 230 227 195 533
5 years 1,055 907 741 515 368 307 857 933 628 773 401 395 340 918
10 years 1,641 1,777 1,342 1,143 822 689 1,476 1,551 1,386 1,410 894 883 762 1,998
                       
Share class: R-2 R-2E R-3 R-4 R-5E R-5 R-6 For the share classes listed to the right, you would pay the following if you did not redeem your shares: Share class: C 529-C
1 year $169 $134 $122 $92 $70 $60 $55 1 year $170 $175
3 years 523 418 381 287 221 189 173 3 years 526 542
5 years 902 723 660 498 384 329 302 5 years 907 933
10 years 1,965 1,590 1,455 1,108 859 738 677 10 years 1,777 1,551

Portfolio turnover The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s investment results. During the most recent fiscal year, the fund’s portfolio turnover rate was 35% of the average value of its portfolio.

2     International Growth and Income Fund / Prospectus


 
 

 

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

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

The investment adviser uses a system of multiple portfolio managers in managing the fund’s assets. Under this approach, the portfolio of the fund is divided into segments managed by individual managers.

The fund relies on the professional judgment of its investment adviser to make decisions about the fund’s portfolio investments. The basic investment philosophy of the investment adviser is to seek to invest in attractively valued companies that, in its opinion, represent good, long-term investment opportunities. Securities may be sold when the investment adviser believes that they no longer represent relatively attractive investment opportunities.

International Growth and Income Fund / Prospectus     3


 
 

 

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

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

Economies and financial markets throughout the world are highly interconnected. Economic, financial or political events, trading and tariff arrangements, wars, terrorism, cybersecurity events, natural disasters, public health emergencies (such as the spread of infectious disease) and other circumstances in one country or region could have impacts on global economies or markets. As a result, whether or not the fund invests in securities of issuers located in or with significant exposure to the countries affected, the value and liquidity of the fund’s investments may be negatively affected by developments in other countries and regions.

Issuer risks — The prices of, and the income generated by, securities held by the fund may decline in response to various factors directly related to the issuers of such securities, including reduced demand for an issuer’s goods or services, poor management performance, major litigation related to the issuer, changes in government regulations affecting the issuer or its competitive environment and strategic initiatives such as mergers, acquisitions or dispositions and the market response to any such initiatives.

Investing outside the United States — Securities of issuers domiciled outside the United States, or with significant operations or revenues outside the United States, may lose value because of adverse political, social, economic or market developments (including social instability, regional conflicts, terrorism and war) in the countries or regions in which the issuers operate or generate revenue. These securities may also lose value due to changes in foreign currency exchange rates against the U.S. dollar and/or currencies of other countries. Issuers of these securities may be more susceptible to actions of foreign governments, such as nationalization, currency blockage or the imposition of price controls or punitive taxes, each of which could adversely impact the value of these securities. Securities markets in certain countries may be more volatile and/or less liquid than those in the United States. Investments outside the United States may also be subject to different accounting practices and different regulatory, legal and reporting standards and practices, and may be more difficult to value, than those in the United States. In addition, the value of investments outside the United States may be reduced by foreign taxes, including foreign withholding taxes on interest and dividends. Further, there may be increased risks of delayed settlement of securities purchased or sold by the fund. The risks of investing outside the United States may be heightened in connection with investments in emerging markets.

Investing in emerging markets — Investing in emerging markets may involve risks in addition to and greater than those generally associated with investing in the securities

4     International Growth and Income Fund / Prospectus


 
 

 

markets of developed countries. For instance, emerging market countries may have less developed legal and accounting systems than those in developed countries. The governments of these countries may be less stable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, and/or impose punitive taxes that could adversely affect the prices of securities. In addition, the economies of these countries may be dependent on relatively few industries that are more susceptible to local and global changes. Securities markets in these countries can also be relatively small and have substantially lower trading volumes. As a result, securities issued in these countries may be more volatile and less liquid, and may be more difficult to value, than securities issued in countries with more developed economies and/or markets. Less certainty with respect to security valuations may lead to additional challenges and risks in calculating the fund’s net asset value. Additionally, emerging markets are more likely to experience problems with the clearing and settling of trades and the holding of securities by banks, agents and depositories that are less established than those in developed countries.

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

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

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

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

International Growth and Income Fund / Prospectus     5


 
 

 

Investment results The following bar chart shows how the fund’s investment results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compare with a broad measure of securities market results and other applicable measures of market results. This information provides some indication of the risks of investing in the fund. Past investment results (before and after taxes) are not predictive of future investment results. Updated information on the fund’s investment results can be obtained by visiting capitalgroup.com.

6     International Growth and Income Fund / Prospectus


 
 

 

           
Average annual total returns For the periods ended December 31, 2019 (with maximum sales charge):
Share class Inception date 1 year 5 years 10 years Lifetime
A − Before taxes 10/1/2008 19.83% 3.93% 5.16% 6.61%
− After taxes on distributions   19.36 3.52 4.59 N/A
− After taxes on distributions and sale of fund shares 12.43 3.15 4.26 N/A
           
Share classes (before taxes) Inception date 1 year 5 years 10 years Lifetime
C 10/1/2008 25.15% 4.34% 4.95% 6.41%
F-1 10/1/2008 27.11 5.12 5.75 7.14
F-2 10/1/2008 27.42 5.40 6.02 7.41
F-3 1/27/2017 27.54 N/A N/A 10.31
529-A 10/1/2008 19.76 3.85 5.10 6.54
529-C 10/1/2008 25.11 4.28 4.88 6.34
529-E 10/1/2008 26.82 4.87 5.46 6.84
529-F-1 10/1/2008 27.35 5.32 5.93 7.33
R-1 10/1/2008 26.22 4.40 5.15 6.51
R-2 10/1/2008 26.18 4.34 4.94 6.32
R-2E 8/29/2014 26.54 4.75 N/A 2.88
R-3 10/1/2008 26.74 4.82 5.43 6.81
R-4 10/1/2008 27.12 5.15 5.77 7.16
R-5E 11/20/2015 27.41 N/A N/A 7.90
R-5 10/1/2008 27.50 5.46 6.08 7.47
R-6 5/1/2009 27.54 5.51 6.13 8.72
         
Indexes 1 year 5 years 10 years Lifetime
(from Class A inception)
MSCI All Country World ex USA Index (reflects no deductions for sales charges, account fees, expenses or U.S. federal income taxes) 21.51% 5.51% 4.97% 5.21%
Class A annualized 30-day yield at June 30, 2020: 1.67%
(For current yield information, please call American FundsLine® at (800) 325-3590.)

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

International Growth and Income Fund / Prospectus     7


 
 

 

Management

Investment adviser Capital Research and Management CompanySM
Portfolio managers The individuals primarily responsible for the portfolio management of the fund are:

       
Portfolio manager/
Fund title (if applicable)
Portfolio
manager
experience
in this fund
Primary title
with investment adviser
Andrew B. Suzman Co-President 12 years Partner – Capital World Investors
Steven T. Watson Co-President 12 years Partner – Capital International Investors
Michael Cohen Senior Vice President 2 years Partner – Capital World Investors
Patrice Collette Senior Vice President 10 years Partner – Capital World Investors
Paul Flynn Senior Vice President 3 years Partner – Capital World Investors
Leo Hee Senior Vice President 5 years Partner – Capital World Investors
Lisa Thompson Senior Vice President 2 years Partner – Capital International Investors
 

Purchase and sale of fund shares The minimum amount to establish an account for all share classes is normally $250 and the minimum to add to an account is $50. For a payroll deduction retirement plan account, payroll deduction savings plan account or employer-sponsored 529 account, the minimum is $25 to establish or add to an account. For accounts with Class F-3 shares held and serviced by the fund’s transfer agent, the minimum investment amount is $1 million.

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

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

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

8     International Growth and Income Fund / Prospectus


 
 

 

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

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

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

The fund currently intends to invest at least 90% of its assets in securities of issuers domiciled outside the United States and whose securities are listed primarily on exchanges outside the United States and in cash and cash equivalents (including shares of money market or similar funds managed by the investment adviser or its affiliates) and securities held as collateral issued by U.S. issuers. The fund may also invest in securities of issuers domiciled outside the United States in the form of depositary receipts or other instruments by which the fund may obtain exposure to equity investments in local markets. The fund therefore expects to be invested in numerous countries outside the United States.

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

The fund’s daily cash balance may be invested in one or more money market or similar funds managed by the investment adviser or its affiliates (“Central Funds”). Shares of Central Funds are not offered to the public and are only purchased by the fund’s investment adviser and its affiliates and other funds, investment vehicles and accounts managed by the fund’s investment adviser and its affiliates. When investing in Central Funds, the fund bears its proportionate share of the expenses of the Central Funds in which it invests but does not bear additional management fees through its investment in such Central Funds. The investment results of the portions of the fund’s assets invested in the Central Funds will be based upon the investment results of the Central Funds.

The fund may also lend portfolio securities to brokers, dealers and other institutions that provide cash or U.S. Treasury securities as collateral in an amount at least equal to the value of the securities loaned.

International Growth and Income Fund / Prospectus     9


 
 

 

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

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

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

Economies and financial markets throughout the world are highly interconnected. Economic, financial or political events, trading and tariff arrangements, wars, terrorism, cybersecurity events, natural disasters, public health emergencies (such as the spread of infectious disease) and other circumstances in one country or region could have impacts on global economies or markets. As a result, whether or not the fund invests in securities of issuers located in or with significant exposure to the countries affected, the value and liquidity of the fund’s investments may be negatively affected by developments in other countries and regions.

Issuer risks — The prices of, and the income generated by, securities held by the fund may decline in response to various factors directly related to the issuers of such securities, including reduced demand for an issuer’s goods or services, poor management performance, major litigation related to the issuer, changes in government regulations affecting the issuer or its competitive environment and strategic initiatives such as mergers, acquisitions or dispositions and the market response to any such initiatives.

Investing outside the United States — Securities of issuers domiciled outside the United States, or with significant operations or revenues outside the United States, may lose value because of adverse political, social, economic or market developments (including social instability, regional conflicts, terrorism and war) in the countries or regions in which the issuers operate or generate revenue. These securities may also lose value due to changes in foreign currency exchange rates against the U.S. dollar and/or currencies of other countries. Issuers of these securities may be more susceptible to actions of foreign governments, such as nationalization, currency blockage or the imposition of price controls or punitive taxes, each of which could adversely impact the value of these securities. Securities markets in certain countries may be more volatile and/or less liquid than those in the United States. Investments outside the United States may also be subject to different accounting practices and different regulatory, legal and reporting standards and practices, and may be more difficult to value, than those in the United States. In addition, the value of investments outside the United States may be reduced by foreign taxes, including foreign withholding taxes on interest and dividends. Further,

10     International Growth and Income Fund / Prospectus


 
 

 

there may be increased risks of delayed settlement of securities purchased or sold by the fund. The risks of investing outside the United States may be heightened in connection with investments in emerging markets.

Investing in emerging markets — Investing in emerging markets may involve risks in addition to and greater than those generally associated with investing in the securities markets of developed countries. For instance, emerging market countries may have less developed legal and accounting systems than those in developed countries. The governments of these countries may be less stable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, and/or impose punitive taxes that could adversely affect the prices of securities. In addition, the economies of these countries may be dependent on relatively few industries that are more susceptible to local and global changes. Securities markets in these countries can also be relatively small and have substantially lower trading volumes. As a result, securities issued in these countries may be more volatile and less liquid, and may be more difficult to value, than securities issued in countries with more developed economies and/or markets. Less certainty with respect to security valuations may lead to additional challenges and risks in calculating the fund’s net asset value. Additionally, emerging markets are more likely to experience problems with the clearing and settling of trades and the holding of securities by banks, agents and depositories that are less established than those in developed countries.

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

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

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

International Growth and Income Fund / Prospectus     11


 
 

 

The following are additional risks associated with investing in the fund.

Exposure to country, region, industry or sector — Subject to the fund’s investment limitations, the fund may have significant exposure to a particular country, region, industry or sector. Such exposure may cause the fund to be more impacted by risks relating to and developments affecting the country, region, industry or sector, and thus its net asset value may be more volatile, than a fund without such levels of exposure. For example, if the fund has significant exposure in a particular country, then social, economic, regulatory or other issues that negatively affect that country may have a greater impact on the fund than on a fund that is more geographically diversified.

Liquidity risk — Certain fund holdings may be or may become difficult or impossible to sell, particularly during times of market turmoil. Liquidity may be impacted by the lack of an active market for a holding, legal or contractual restrictions on resale, or the reduced number and capacity of market participants to make a market in such holding. Market prices for less liquid or illiquid holdings may be volatile, and reduced liquidity may have an adverse impact on the market price of such holdings. Additionally, the sale of less liquid or illiquid holdings may involve substantial delays (including delays in settlement) and additional costs and the fund may be unable to sell such holdings when necessary to meet its liquidity needs or may be forced to sell at a loss.

Investing in small companies — Investing in smaller companies may pose additional risks. For example, it is often more difficult to value or dispose of small company stocks and more difficult to obtain information about smaller companies than about larger companies. Furthermore, smaller companies often have limited product lines, operating histories, markets and/or financial resources, may be dependent on one or a few key persons for management, and can be more susceptible to losses. Moreover, the prices of their stocks may be more volatile than stocks of larger, more established companies, particularly during times of market turmoil.

Lending of portfolio securities – Securities lending involves risks, including the risk that the loaned securities may not be returned in a timely manner or at all and/or the risk of a loss of rights in the collateral if a borrower or the lending agent defaults. These risks could be greater for non-U.S. securities. Additionally, the fund may lose money from the reinvestment of collateral received on loaned securities in investments that decline in value, default or do not perform as expected.

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

12     International Growth and Income Fund / Prospectus


 
 

 

Fund comparative indexes The investment results table in this prospectus shows how the fund’s average annual total returns compare with various broad measures of market results. The MSCI All Country World ex USA Index is a free float-adjusted market capitalization-weighted index that is designed to measure equity market results in the global developed and emerging markets, excluding the United States. The index consists of more than 40 developed and emerging market country indexes. Results reflect dividends net of withholding taxes. This index is unmanaged, and its results include reinvested dividends and/or distributions but do not reflect the effect of sales charges, commissions, account fees, expenses or U.S. federal income taxes.

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

International Growth and Income Fund / Prospectus     13


 
 

 

Management and organization

Investment adviser Capital Research and Management Company, an experienced investment management organization founded in 1931, serves as the investment adviser to the fund and other funds, including the American Funds. Capital Research and Management Company is a wholly owned subsidiary of The Capital Group Companies, Inc. and is located at 333 South Hope Street, Los Angeles, California 90071. Capital Research and Management Company manages the investment portfolio and business affairs of the fund. The total management fee paid by the fund to its investment adviser for the most recent fiscal year, as a percentage of average net assets, appears in the Annual Fund Operating Expenses table under “Fees and expenses of the fund.” Please see the statement of additional information for further details. A discussion regarding the basis for approval of the fund’s Investment Advisory and Service Agreement by the fund’s board of trustees is contained in the fund’s semi-annual report to shareholders for the fiscal period ended December 31, 2019.

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

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

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

14     International Growth and Income Fund / Prospectus


 
 

 

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

       
Portfolio manager Investment
experience
Experience
in this fund
Role in
management
of the fund
Andrew B. Suzman Investment professional for 27 years, all with Capital Research and Management Company or affiliate 12 years Serves as an equity portfolio manager
Steven T. Watson Investment professional for 33 years in total;
31 years with Capital Research and Management Company or affiliate
12 years Serves as an equity portfolio manager
Michael Cohen Investment professional for 30 years in total;
20 years with Capital Research and Management Company or affiliate
2 years Serves as an equity portfolio manager
Patrice Collette Investment professional for 26 years in total;
21 years with Capital Research and Management Company or affiliate
10 years
(plus 1 year of
prior experience
as an
investment analyst
for the fund)
Serves as an equity portfolio manager
Paul Flynn Investment professional for 25 years in total; 22 years with Capital Research and Management Company or affiliate 3 years
(plus 2 years of
prior experience
as an
investment analyst
for the fund)
Serves as an equity portfolio manager
 

International Growth and Income Fund / Prospectus     15


 
 

 

       
Portfolio manager Investment
experience
Experience
in this fund
Role in
management
of the fund
Leo Hee Investment professional for 26 years in total;
16 years with Capital Research and Management Company or affiliate
5 years
(plus 6 years of
prior experience
as an
investment analyst
for the fund)
Serves as an equity portfolio manager
Lisa Thompson Investment professional for 32 years in total; 26 years with Capital Research and Management Company or affiliate 2 years Serves as an equity portfolio manager
 

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

16     International Growth and Income Fund / Prospectus


 
 

 

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 professional or retirement plan recordkeeper for more information.

Shareholder information

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

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

International Growth and Income Fund / Prospectus     17


 
 

 

Unless otherwise noted or unless the context requires otherwise, references on the following pages to (i) Class A, C, T or F shares also refer to the corresponding Class 529-A, 529-C, 529-T or 529-F shares, (ii) Class F shares refer to Class F-1, F-2 and F-3 shares and (iii) Class R shares refer to Class R-1, R-2, R-2E, R-3, R-4, R-5E, R-5 and R-6 shares.

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

When purchasing shares, you should designate the fund or funds in which you wish to invest. Subject to the exception below, if no fund is designated, your money will be held uninvested (without liability to the transfer agent for loss of income or appreciation pending receipt of proper instructions) until investment instructions are received, but for no more than three business days. Your investment will be made at the net asset value (plus any applicable sales charge, in the case of Class A or Class T 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 (or, if you are investing through a financial intermediary who offers only Class T shares, in Class T shares) of American Funds U.S. Government Money Market FundSM on the third business day after receipt of your investment.

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

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

Valuing shares The net asset value of each share class of the fund is the value of a single share of that class. The fund calculates the net asset value each day the New York Stock Exchange is open for trading as of approximately 4 p.m. New York time, the normal close of regular trading. If, for example, the New York Stock Exchange closes at 1 p.m. New York time, the fund’s net asset value would still be determined as of 4 p.m. New York time. In this example, portfolio securities traded on the New York Stock Exchange would be valued at their closing prices unless the investment adviser determines that a “fair value” adjustment is appropriate due to subsequent events.

Equity securities are valued primarily on the basis of market quotations, and debt securities are valued primarily on the basis of prices from third-party pricing services. The fund has adopted procedures for making fair value determinations if market quotations or prices from third-party pricing services, as applicable, 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

18     International Growth and Income Fund / Prospectus


 
 

 

of any of the fund’s equity securities that trade principally in those international markets, those securities will be valued in accordance with fair value procedures. Similarly, fair value procedures may be employed if an issuer defaults on its debt securities and there is no market for its securities. Use of these procedures is intended to result in more appropriate net asset values and, where applicable, to reduce potential arbitrage opportunities otherwise available to short-term investors.

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

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

Purchase of Class A and C shares You may generally open an account and purchase Class A and C shares by contacting any financial professional (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 professional and by mail, telephone, the Internet and bank wire.

Automatic conversion of Class C and Class 529-C shares Class C shares automatically convert to Class A shares in the month of the 8-year anniversary of the purchase date. Class 529-C shares automatically convert to Class 529-A shares, in the month of the 5-year anniversary of the purchase date. The Internal Revenue Service currently takes the position that such automatic conversions are not taxable. Should its position change, the automatic conversion feature may be suspended. If this were to happen, you would have the option of converting your Class C shares to Class A shares or your Class 529-C shares to Class 529-A shares at the anniversary date described above. This exchange would be based on the relative net asset values of the two classes in question, without the imposition of a sales charge or fee, but you might face certain tax consequences as a result.

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

Class F-2, F-3, 529-F-1, 529-F-2 and 529-F-3 shares may also be available on brokerage platforms of firms that have agreements with the fund’s distributor to offer such shares solely when acting as an agent for the investor. An investor transacting in Class F-2, F-3, 529-F-1, 529-F-2 or 529-F-3 shares in these programs may be required to pay a

International Growth and Income Fund / Prospectus     19


 
 

 

commission and/or other forms of compensation to the broker. Shares of the fund are available in other share classes that have different fees and expenses.

In addition, upon approval by an officer of the fund’s investment adviser, Class F-3 shares (but not Class 529-F-3 shares) are available to institutional investors, which include, but are not limited to, charitable organizations, governmental institutions and corporations. For accounts held and serviced by the fund’s transfer agent the minimum investment amount is $1 million.

Purchase of Class 529 shares Class 529 shares may be purchased only through an account established with a 529 college savings plan managed by Capital Group. You may open this type of account and purchase Class 529 shares by contacting any financial professional (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 professional and by mail, telephone, the Internet and bank wire.

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

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

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

Purchase of Class R shares Class R shares are generally available only to retirement plans established under Internal Revenue Code Sections 401(a), 403(b) or 457, and to nonqualified deferred compensation plans and certain voluntary employee benefit association and post-retirement benefit plans. Class R shares also are generally available only to retirement plans for which plan level or omnibus accounts are held on the books of the fund. Class R-5E, R-5 and R-6 shares are generally available only to fee-based programs or through retirement plan intermediaries. Class R-3 and Class R-5E shares are available through the American Funds SIMPLE IRA Plus Program and other similar programs. In addition, Class R-5 and R-6 shares are available for investment by other registered investment companies approved by the fund’s investment adviser or distributor. Except as otherwise provided in this prospectus, Class R shares are not available to retail nonretirement accounts; traditional and Roth individual retirement accounts (IRAs); Coverdell Education Savings Accounts; SEPs, SARSEPs and SIMPLE IRAs held in brokerage accounts; and 529 college savings plans. Class R-6 shares are available to employer-sponsored SEPs, SARSEPs and SIMPLE IRAs held in fee-based programs that are serviced through retirement plan recordkeepers.

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

20     International Growth and Income Fund / Prospectus


 
 

 

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

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

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

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

Purchase minimums and maximums Purchase minimums described in this prospectus may be waived in certain cases. Minimums are currently waived for purchases of Class F-2 and F-3 shares held under fee-based programs. In addition, the fund reserves the right to redeem the shares of any shareholder for their then current net asset value per share if the shareholder’s aggregate investment in the fund falls below the fund’s minimum initial investment amount. See the statement of additional information for details.

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

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

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

International Growth and Income Fund / Prospectus     21


 
 

 

Exchange Except for Class T shares or as otherwise described in this prospectus, you may exchange your shares for shares of the same class of other American Funds without a sales charge. Class A, C, T or F shares of any American Fund (other than American Funds U.S. Government Money Market Fund, as described below) may be exchanged for the corresponding 529 share class without a sales charge. Exchanges from Class A, C, T or F 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 professional before making such an exchange.

Except as indicated above, Class T shares are not eligible for exchange privileges. Accordingly, an exchange of your Class T shares for Class T shares of any other American Fund will normally be subject to any applicable sales charges.

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

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

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

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

How to sell shares

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

Employer-sponsored retirement plans

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

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

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

· Class F shares must be sold through intermediaries such as dealers or financial advisors.

Writing to American Funds Service Company

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

· A signature guarantee is required if the redemption is:

— more than $125,000;

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

22     International Growth and Income Fund / Prospectus


 
 

 

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

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

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

Telephoning or faxing American Funds Service Company or using the Internet

·  Redemptions by telephone, fax or the Internet (including American FundsLine and capitalgroup.com) are limited to $125,000 per American Funds shareholder each day.

· Checks must be made payable to the registered shareholder.

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

The fund typically expects to remit redemption proceeds one business day following receipt and acceptance of a redemption order, regardless of the method the fund uses to make such payment (e.g., check, wire or automated clearing house transfer). However, payment may take longer than one business day and may take up to seven days as generally permitted by the Investment Company Act of 1940, as amended (“1940 Act”). Under the 1940 Act, the fund may be permitted to pay redemption proceeds beyond seven days under certain limited circumstances. In addition, if you recently purchased shares and subsequently request a redemption of those shares, the fund will pay the available redemption proceeds 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 seven business days from the purchase date).

Under normal conditions, the fund typically expects to meet shareholder redemptions by monitoring the fund’s portfolio and redemption activities and by regularly holding a reserve of highly liquid assets, such as cash or cash equivalents. The fund may use additional methods to meet shareholder redemptions, if they become necessary. These methods may include, but are not limited to, the sale of portfolio assets, the use of overdraft protection afforded by the fund’s custodian bank, borrowing from a line of credit or from other funds advised by the investment adviser or its affiliates, and making payment with fund securities or other fund assets rather than in cash (as further discussed in the following paragraph).

Although payment of redemptions normally will be in cash, the fund’s declaration of trust permits payment of the redemption price wholly or partly with portfolio securities or other fund assets under conditions and circumstances determined by the fund’s board of trustees. On the same redemption date, some shareholders may be paid in whole or in part in securities (which may differ among those shareholders), while other shareholders may be paid entirely in cash. In general, in-kind redemptions to affiliated shareholders will as closely as practicable represent the affiliated shareholder’s pro rata share of the fund’s securities, subject to certain exceptions. Securities distributed in-kind to unaffiliated shareholders will be selected by the investment adviser in a manner the investment adviser deems to be fair and reasonable to the fund’s shareholders. The disposal of the securities received in-kind may be subject to brokerage costs and, until sold, such securities remain subject to market risk and liquidity risk, including the risk that such securities are or become difficult to sell. If the fund pays your redemption with

International Growth and Income Fund / Prospectus     23


 
 

 

illiquid or less liquid securities, you will bear the risk of not being able to sell such securities.

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

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

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

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

Under the fund’s frequent trading policy, certain trading activity will not be treated as frequent trading, such as:

· transactions in Class 529 shares;

· purchases and redemptions by investment companies managed or sponsored by the fund’s investment adviser or its affiliates, including reallocations and transactions allowing the investment company to meet its redemptions and purchases;

· retirement plan contributions, loans and distributions (including hardship withdrawals) identified as such on the retirement plan recordkeeper’s system;

24     International Growth and Income Fund / Prospectus


 
 

 

· purchase transactions involving in-kind transfers of shares of the fund, rollovers, Roth IRA conversions and IRA recharacterizations, if the entity maintaining the shareholder account is able to identify the transaction as one of these types of transactions; and

· systematic redemptions and purchases, if the entity maintaining the shareholder account is able to identify the transaction as a systematic redemption or purchase.

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

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 described above, all transactions in fund shares remain subject to the right of the fund, American Funds Distributors and American Funds Service Company to restrict potentially abusive trading generally, including the types of transactions described above that will not be prevented. See the statement of additional information for more information about how American Funds Service Company may address other potentially abusive trading activity in American Funds.

International Growth and Income Fund / Prospectus     25


 
 

 

Distributions and taxes

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

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

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

Taxes on dividends and distributions For federal tax purposes, dividends and distributions of short-term capital gains are taxable as ordinary income. If you are an individual and meet certain holding period requirements with respect to your fund shares, you may be eligible for reduced tax rates on “qualified dividend income,” if any, distributed by the fund to you. The fund’s distributions of net long-term capital gains are taxable as long-term capital gains. Any dividends or capital gain distributions you receive from the fund will normally be taxable to you when made, regardless of whether you reinvest dividends or capital gain distributions or receive them in cash.

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

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

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

Shareholder fees Fees borne directly by the fund normally have the effect of reducing a shareholder’s taxable income on distributions.

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

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

Each share class represents an investment in the same portfolio of securities, but each class has its own sales charge and expense structure, allowing you to choose the class that best fits your situation. For example, while Class F-1 shares are subject to 12b-1 fees and subtransfer agency fees payable to third-party service providers, Class F-2 shares are subject only to subtransfer agency fees payable to third-party service providers (and not 12b-1 fees) and Class F-3 shares are not subject to any such additional fees. The different fee structures allow the investor to choose how to pay for advisory platform expenses. Class R shares offer different levels of 12b-1 and recordkeeping fees so that a

26     International Growth and Income Fund / Prospectus


 
 

 

plan can choose the class that best meets the cost associated with obtaining investment related services and participant level recordkeeping for the plan. When you purchase shares of the fund for an individual-type account, you should choose a share class. If none is chosen, your investment will be made in Class A shares or, in the case of a 529 plan investment, Class 529-A shares (or, if you are investing through a financial intermediary who offers only Class T and 529-T shares, your investment will be made in Class T or Class 529-T shares, as applicable).

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

· how long you expect to own the shares;

· how much you intend to invest;

· total expenses associated with owning shares of each class;

· whether you qualify for any reduction or waiver of sales charges (for example, Class A or 529-A or Class T or 529-T shares may be a less expensive option over time, particularly if you qualify for a sales charge reduction or waiver);

· whether you want or need the flexibility to effect exchanges among American Funds without the imposition of a sales charge (for example, while Class A shares offer such exchange privileges, Class T shares do not);

· 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-C shares to cover higher education expenses); and

· availability of share classes:

— Class C shares are not available to retirement plans that do not currently invest in such shares and that are eligible to invest in Class R shares, including retirement plans established under Internal Revenue Code Sections 401(a) (including 401(k) plans), 403(b) or 457;

—  Class F and 529-F shares are available (i) to fee-based programs of investment dealers that have special agreements with the fund’s distributor, (ii) to financial intermediaries that have been approved by, and that have special agreements with, the fund’s distributor to offer Class F and 529-F shares to self-directed investment brokerage accounts that may charge a transaction fee, (iii) to certain registered investment advisors and (iv) to other intermediaries approved by the fund’s distributor;

—  Class F-3 shares (but not Class 529-F-3 shares) are also available to institutional investors, which include, but are not limited to, charitable organizations, governmental institutions and corporations. For accounts held and serviced by the fund’s transfer agent the minimum investment amount is $1 million; and

— Class R shares are available (i) to retirement plans established under Internal Revenue Code Sections 401(a) (including 401(k) plans), 403(b) or 457, (ii) to nonqualified deferred compensation plans and certain voluntary employee benefit association and post-retirement benefit plans, (iii) to certain institutional investors (including, but not limited to, certain charitable organizations), (iv) to certain registered investment companies approved by the fund’s investment adviser or distributor and (v) to other institutional-type accounts.

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

International Growth and Income Fund / Prospectus     27


 
 

 

Sales charges

Class A and 529-A shares The initial sales charge you pay each time you buy Class A or 529-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.

Class A shares

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

Class 529-A shares

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

The sales charge, expressed as a percentage of the offering price or the net amount invested, may be higher or lower than the percentages described in the table above due to rounding. This is because the dollar amount of the sales charge is determined by subtracting the net asset value of the shares purchased from the offering price, which is calculated to two decimal places using standard rounding criteria. The impact of rounding will vary with the size of the investment and the net asset value of the shares. Similarly, any contingent deferred sales charge paid by you on investments in Class A or 529-A shares may be higher or lower than the 1% charge described below due to rounding.

28     International Growth and Income Fund / Prospectus


 
 

 

Except as provided below, investments in Class A shares of $1 million or more will be subject to a 1% contingent deferred sales charge if the shares are sold within 18 months of purchase. The contingent deferred sales charge is based on the original purchase cost or the current market value of the shares being sold, whichever is less.

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

· investments made by accounts that are part of qualified fee-based programs that purchased Class A shares before the discontinuation of the relevant investment dealer’s load-waived Class A share program with American Funds and that continue to be held through fee-based programs;

· rollover investments from retirement plans to IRAs that are described in the “Rollovers from retirement plans to IRAs” section of this prospectus; and

· investments made by accounts held at American Funds Service Company that are no longer associated with a financial professional may invest in Class A shares without a sales charge. This includes retirement plans investing in Class A shares, where the plan is no longer associated with a financial professional. SIMPLE IRAs and 403(b) custodial accounts that are aggregated at the plan level for Class A sales charge purposes are not eligible to invest without a sales charge under this policy.

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

A transfer from the Virginia Prepaid Education ProgramSM or the Virginia Education Savings TrustSM to a CollegeAmerica account will be made with no sales charge. No commission will be paid to the dealer on such a transfer. Investment dealers will be compensated solely with an annual service fee that begins to accrue immediately.

If requested, American Funds Class A shares will be sold at net asset value to:

(1) 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 American Funds Distributors (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;

(2) the supervised persons of currently registered investment advisory firms (“RIAs”) and assistants directly employed by such RIAs, retired supervised persons of RIAs with respect to accounts established while a supervised person (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

International Growth and Income Fund / Prospectus     29


 
 

 

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;

(3) insurance company separate accounts;

(4) accounts managed by subsidiaries of The Capital Group Companies, Inc.;

(5) 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;

(6) 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.;

(7) full-time employees of banks that have sales agreements with American Funds Distributors who are solely dedicated to directly supporting the sale of mutual funds; and

(8) current or former clients of Capital Group Private Client Services and their family members who purchase their shares through Capital Group Private Client Services or American Funds Service Company.

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. Depending on the financial intermediary holding your account, these privileges may be unavailable. Investors should consult their financial intermediary for further information.

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

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

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

30     International Growth and Income Fund / Prospectus


 
 

 

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

     
  Sales charge as a
percentage of:
Investment Offering price Net amount
invested
Less than $250,000 2.50% 2.56%
$250,000 but less than $500,000 2.00 2.04
$500,000 but less than $1 million 1.50 1.52
$1 million or more 1.00 1.01

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

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

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

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

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

International Growth and Income Fund / Prospectus     31


 
 

 

Sales charge reductions and waivers To receive a reduction in your Class A initial sales charge, you must let your financial professional 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 financial professional or American Funds Service Company know that you are eligible for a reduction, you may not receive the sales charge discount to which you are otherwise entitled. In order to determine your eligibility to receive a sales charge discount, it may be necessary for you to provide your financial professional or American Funds Service Company with information and records (including account statements) of all relevant accounts invested in American Funds. You may need to invest directly through American Funds Service Company in order to receive the sales charge waivers described in this prospectus. Investors should consult their financial intermediary for further information. Certain financial intermediaries that distribute shares of American Funds may impose different sales charge waivers than those described in this prospectus. Such variations in sales charge waivers are described in an appendix to this prospectus titled “Sales charge waivers.” Note that such sales charge waivers and discounts offered through a particular intermediary, as set forth in the appendix to this prospectus, are implemented and administered solely by that intermediary. Please contact the applicable intermediary to ensure that you understand the steps you must take in order to qualify for any available waivers or discounts.

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 our website at capitalgroup.com, from the statement of additional information or from your financial professional.

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, your children under the age of 21 or disabled adult dependents covered by ABLE accounts) may combine all of your American Funds investments to reduce Class A sales charges. In addition, two or more retirement plans of an employer or an employer’s affiliates may combine all of their American Funds investments to reduce Class A sales charges. However, for this purpose, investments representing direct purchases of American Funds U.S. Government Money Market Fund Class A shares 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:

· individual-type employee benefit plans, such as an IRA, single-participant Keogh-type plan, or a participant account of a 403(b) plan that is treated as an individual-type plan for sales charge purposes (see “Purchases by certain 403(b) plans” under “Rollovers from retirement plans to IRAs” below);

· 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;

· business accounts solely controlled by you or your immediate family (for example, you own the entire business);

32     International Growth and Income Fund / Prospectus


 
 

 

· trust accounts established by you or your immediate family (for trusts with only one primary beneficiary, upon the trustor’s death the trust account may be aggregated with such beneficiary’s own accounts; for trusts with multiple primary beneficiaries, upon the trustor’s death the trustees of the trust may instruct American Funds Service Company to establish separate trust accounts for each primary beneficiary; each primary beneficiary’s separate trust account may then be aggregated with such beneficiary’s own accounts);

· endowments or foundations established and controlled by you or your immediate family; or

· 529 accounts, which will be aggregated at the account owner level (Class 529-E accounts may only be aggregated with an eligible employer plan).

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

· for a single trust estate or fiduciary account, including employee benefit plans other than the individual-type employee benefit plans described above;

· made for two or more employee benefit plans of a single employer or of affiliated employers as defined in the 1940 Act, excluding the individual-type employee benefit plans described above;

· for a diversified common trust fund or other diversified pooled account not specifically formed for the purpose of accumulating fund shares;

· for nonprofit, charitable or educational organizations, or any endowments or foundations established and controlled by such organizations, or any employer-sponsored retirement plans established for the benefit of the employees of such organizations, their endowments, or their foundations;

· for participant accounts of a 403(b) plan that is treated as an employer-sponsored plan for sales charge purposes (see “Purchases by certain 403(b) plans” under “Rollovers from retirement plans to IRAs” below), or made for participant accounts of two or more such plans, in each case of a single employer or affiliated employers as defined in the 1940 Act; or

· for a SEP or SIMPLE IRA plan established after November 15, 2004, by an employer adopting a prototype plan produced by American Funds Distributors.

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.

Joint accounts may be aggregated with other accounts belonging to the primary owner and/or his or her immediate family. The primary owner of a joint account is the individual responsible for taxes on the account.

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

Concurrent purchases You may reduce your Class A sales charge by combining simultaneous purchases (including, upon your request, purchases for gifts) of all classes of shares in American Funds. Shares of American Funds U.S. Government Money Market Fund purchased through an exchange, reinvestment or cross-

International Growth and Income Fund / Prospectus     33


 
 

 

reinvestment from a fund having a sales charge also qualify. However, direct purchases of American Funds U.S. Government Money Market Fund Class A shares 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 American Funds to determine your sales charge on investments in accounts eligible to be aggregated. Direct purchases of American Funds U.S. Government Money Market Fund Class A shares are excluded. Subject to your investment dealer’s or recordkeeper’s capabilities, your accumulated holdings will be calculated as the higher of (a) the current value of your existing holdings (the “market value”) as of the day prior to your American Funds investment or (b) the amount you invested (including reinvested dividends and capital gains, but excluding capital appreciation) less any withdrawals (the “cost value”). Depending on the entity on whose books your account is held, the value of your holdings in that account may not be eligible for calculation at cost value. For example, accounts held in nominee or street name may not be eligible for calculation at cost value and instead may be calculated at market value for purposes of rights of accumulation.

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

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

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

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

You should retain any records necessary to substantiate the historical amounts you have invested.

Statement of intention You may reduce your Class A sales charge by establishing a statement of intention. A statement of intention is a nonbinding commitment that allows you to combine all purchases of all American Funds share classes (excluding

34     International Growth and Income Fund / Prospectus


 
 

 

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

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

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

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

When a shareholder elects to use a statement of intention, shares equal to 5% of the dollar amount specified in the statement of intention may be held in escrow in the shareholder’s account out of the initial purchase (or subsequent purchases, if necessary) by American Funds Service Company. 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 of intention period the investments made during the statement period will be adjusted to reflect the difference between the sales charge actually paid and the sales charge which would have been paid if the total of such purchases had been made at a single time. Any dealers assigned to the shareholder’s account at the time a purchase was made during the statement period will receive a corresponding commission adjustment if appropriate.

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

International Growth and Income Fund / Prospectus     35


 
 

 

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

Reducing your Class T initial sales charge Consistent with the policies described in this prospectus, the initial sales charge you pay each time you buy Class T shares may differ depending upon the amount you invest and may be reduced for larger purchases. Additionally, Class T shares acquired through reinvestment of dividends or capital gain distributions are not subject to an initial sales charge. Sales charges on Class T shares are applied on a transaction-by-transaction basis, and, accordingly, Class T shares are not eligible for any other sales charge waivers or reductions, including through the aggregation of Class T shares concurrently purchased by other related accounts or in other American Funds. The sales charge applicable to Class T shares may not be reduced by establishing a statement of intention, and rights of accumulation are not available for Class T shares.

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

Proceeds from a redemption and all dividend payments and capital gain distributions will be reinvested in the same share class from which the original redemption, dividend payment or distribution was made. Any contingent deferred sales charge on Class A or C shares will be credited to your account. Redemption proceeds of Class A shares representing direct purchases in American Funds U.S. Government Money Market Fund that are reinvested in other American Funds will be subject to a sales charge.

Proceeds will be reinvested at the next calculated net asset value after your request is received by American Funds Service Company, provided that your request contains all information and legal documentation necessary to process the transaction. For purposes of this “right of reinvestment policy,” automatic transactions (including, for example, automatic purchases, withdrawals and payroll deductions) and ongoing retirement plan contributions are not eligible for investment without a sales charge. This paragraph does not apply to certain rollover investments as described under “Rollovers from retirement plans to IRAs” in this prospectus. Depending on the financial intermediary holding your account, your reinvestment privileges may be unavailable or differ from those described in this prospectus. Investors should consult their financial intermediary for further information.

Contingent deferred sales charge waivers The contingent deferred sales charge on Class A and C shares will 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;

36     International Growth and Income Fund / Prospectus


 
 

 

· redemptions due to death or postpurchase disability of the 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 American Funds Service Company 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 contingent deferred sales charge; however, redemptions made after American Funds Service Company is notified of the death of a joint tenant will be subject to a contingent deferred sales charge;

· 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 they do not exceed 12% of the value of an account annually:

—  required minimum distributions taken from retirement accounts in accordance with IRS regulations; and

— redemptions through an automatic withdrawal plan (“AWP”) (see “Automatic withdrawals” under “Shareholder account services and privileges” in the statement of additional information). For each AWP payment, assets that are not subject to a contingent deferred sales charge, such as shares acquired through reinvestment of dividends and/or capital gain distributions, will be redeemed first and will count toward the 12% limit. If there is an insufficient amount of assets not subject to a contingent deferred sales charge to cover a particular AWP payment, shares subject to the lowest contingent deferred sales charge will be redeemed next until the 12% limit is reached. Any dividends and/or capital gain distributions taken in cash by a shareholder who receives payments through an AWP will also count toward the 12% limit. In the case of an AWP, the 12% limit is calculated at the time an automatic redemption is first made, and is recalculated at the time each additional automatic redemption is made. Shareholders who establish an AWP should be aware that the amount of a payment not subject to a contingent deferred sales charge may vary over time depending on fluctuations in the value of their accounts. This privilege may be revised or terminated at any time.

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

The contingent deferred sales charge on American Funds Class A shares may be waived in cases where the fund’s transfer agent determines the benefit to the fund of collecting the contingent deferred sales charge would be outweighed by the cost of applying it.

Contingent deferred sales charge waivers are allowed only in the cases listed here and in the statement of additional information. For example, contingent deferred sales charge waivers will not be allowed on redemptions of Class 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 Virginia529 as an option for additional investment within CollegeAmerica.

International Growth and Income Fund / Prospectus     37


 
 

 

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

Other sales charge waivers Purchases of Class A and 529-A shares through a self-clearing broker-dealer firm generally incur a sales charge. However, self-clearing broker-dealer firms may (i) offer 529-A shares purchased through a rollover from another 529 plan at net asset value (“529 rollover”), (ii) invest a recontribution of a refunded qualified education expense in 529-A shares without a sales charge (“refunded 529 expense”) or (iii) extend the 90 day right of reinvestment to allow reinvestment in Class A shares without a sales charge in cases where fund shareholders request reinvestment of a required minimum distribution from an Individual Retirement Account if such requirement is waived by regulation or legislation (“waived RMD reinvestment”), provided that the self-clearing broker-dealer firm has specific language in this prospectus to such effect. If a self-clearing firm does not have their own policies listed in the prospectus, 529 rollovers, refunded 529 expenses and waived RMD reinvestments are not available without a sales charge. Firm specific language is located in the Appendix to the prospectus. A self-clearing broker-dealer firm is a firm that holds some or all of the assets in your account, executes trades for the assets held on its platform internally rather than through the fund’s transfer agent or a third-party clearing firm and provides account statements and tax reporting to you. The largest broker-dealer firms are typically self-clearing. For all other broker-dealer firms shares purchased through a 529 rollover, refunded 529 expense or a waived RMD reinvestment are available at net asset value.

For accounts held with the fund’s transfer agent, purchases of shares through 529 rollovers, refunded 529 expenses and waived RMD reinvestments are not subject to sales charges. If you have any questions, ask your financial professional whether Class A or 529-A shares purchased through these policies are available without a sales charge.

Recontributions or waived RMD investments distributed from Class 529-C or Class C shares will be reinvested in the same share class from which the distribution was made. In addition, any contingent deferred sales change paid on Class 529-A/Class A and Class 529-C/Class C share distributions under these policies will be credited to your account when reinvested.

Waivers of all or a portion of the contingent deferred sales charge on Class C and 529-C shares and the sales charge on Class A and 529-A shares will be granted for transactions requested by financial intermediaries as a result of (i) pending or anticipated regulatory matters that require investor accounts to be moved to a different share class or (ii) conversions of IRAs from brokerage to advisory accounts investing in Class F shares in cases where new investments in brokerage IRA accounts have been restricted by the intermediary.

38     International Growth and Income Fund / Prospectus


 
 

 

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

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

· rollovers to Capital Bank and Trust CompanySM IRAs if the assets were invested in any fund managed by the investment adviser or its affiliates at the time of distribution;

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

· rollovers to Capital Bank and Trust Company IRAs from investments held in American Funds Recordkeeper Direct and PlanPremier retirement plan recordkeeping programs.

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

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) will be aggregated at the plan level for Class A sales charge purposes if an employer adopts a prototype plan produced by American Funds Distributors or (a) the employer or plan sponsor submits all contributions for all participating employees in a single contribution transmittal or the contributions are identified as related to the same plan; (b) each transmittal is accompanied by checks or wire transfers and generally must be submitted through the transfer agent’s automated contribution system if held on the fund’s books; and (c) if the fund is expected to carry separate accounts in the name of each plan participant and (i) the employer or plan sponsor notifies the funds’ transfer agent or the intermediary holding the account that the separate accounts of all plan participants should be linked and (ii) all new participant accounts are established by submitting the appropriate documentation on behalf of each new participant. Participant accounts in a SEP or SIMPLE plan that are eligible to aggregate their assets at the plan level may not also aggregate the assets with their individual accounts.

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

Participant accounts of a 403(b) plan that invested in American Funds Class A or C shares and were treated as an individual-type plan for sales charge purposes before January 1, 2009, may continue to be treated as accounts of an individual-type plan for sales charge purposes. Participant accounts of a 403(b) plan that invested in American Funds Class A or C shares and were treated as an employer-sponsored plan for sales charge purposes before January 1, 2009, may continue to be treated as accounts of an employer-

International Growth and Income Fund / Prospectus     39


 
 

 

sponsored plan for sales charge purposes. Participant accounts of a 403(b) plan that was established on or after January 1, 2009, are treated as accounts of an employer-sponsored plan for sales charge purposes.

Moving between accounts American Funds investments by certain account types may be moved to other account types without incurring additional Class A sales charges. These transactions include:

· 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.

These privileges are generally available only if your account is held directly with the fund’s transfer agent or if the financial intermediary holding your account has the systems, policies and procedures to support providing the privileges on its systems. Investors should consult their financial intermediary for further information.

40     International Growth and Income Fund / Prospectus


 
 

 

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

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

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

The 12b-1 fees paid by each applicable share class of the fund, as a percentage of average net assets for the most recent fiscal year, are indicated in the Annual Fund Operating Expenses table under “Fees and expenses of the fund” in this prospectus. Since these fees are paid out of the fund’s assets on an ongoing basis, over time they may cost you more than paying other types of sales charges or service fees and reduce the return on your investment. The higher fees for Class C shares may cost you more over time than paying the initial sales charge for Class A or T shares.

International Growth and Income Fund / Prospectus     41


 
 

 

Other compensation to dealers American Funds Distributors, at its expense, provides additional compensation to investment dealers. These payments may be made, at the discretion of American Funds Distributors, to no more than the top 60 dealers (or their affiliates) with which it has a substantive distribution relationship involving the sale of American Funds. The amount will be determined using a formula applied consistently to dealers based on their assets under management. The level of payments made to a qualifying firm under the formula will not exceed .035% of eligible American Funds assets attributable to that dealer. Eligible assets are all American Funds assets other than Class R shares, Class F-3 shares, Class F shares held in IRAs and shares held in certain retirement accounts. Dealers may direct American Funds Distributors to exclude additional assets. In addition to the asset-based payment, American Funds Distributors provides $5 million to certain firms based on their engagement with American Funds Distributors and the level of American Funds assets under management at each such firm to recognize the commitment each of those firms has made to collaborating with American Funds Distributors on achieving advisor training and education objectives.

In 2019, American Funds Distributors paid this amount to the following firms:

   
Edward Jones Morgan Stanley Wealth Management
LPL Financial LLC Raymond James Group
Merrill Lynch, Pierce, Fenner & Smith Wells Fargo Advisors

American Funds Distributors compensates the firms to support various efforts, including, among other things, to:

·  help defray the costs incurred by qualifying dealers in connection with efforts to educate financial professionals about American Funds so that they can make recommendations and provide services that are suitable and meet shareholder needs;

· help defray the costs associated with the dealer firms’ provision of account related services and activities and support the dealer firms’ distribution activities; and

·  support meetings, conferences or other training and educational events hosted by the firm, and obtain relevant data regarding financial professional activities to facilitate American Funds Distributors’ training and education activities.

American Funds Distributors will, on an annual basis, determine the advisability of continuing these payments. Firms receiving additional compensation payments must sign a letter acknowledging the purpose of the payment and generally requiring the firms to (1) perform the due diligence necessary to include American Funds on their platform, (2) not provide financial professionals, branch managers or associated persons with any financial incentives to promote the sales of one approved fund group over another approved group, (3) provide opportunities for their clients to obtain individualized advice, (4) provide American Funds Distributors broad access to their financial professionals and product platforms and work together on mutual business objectives, and (5) work with the fund’s transfer agent to promote operational efficiencies and to facilitate necessary communication between American Funds and the firm’s clients who own shares of American Funds.

Separately, American Funds Distributors has identified certain firms that provide a self-directed platform for the public as well as clearing, custody and recordkeeping services for certain other intermediaries. In lieu of the formula described above, these firms receive up to .018% of assets under administration (excluding assets where the firm acts

42     International Growth and Income Fund / Prospectus


 
 

 

as a fiduciary and Class R shares). Firms may direct American Funds Distributors to exclude additional assets.

In addition to compensation through the formulas described above, American Funds Distributors provides compensation for, among other things, data (including fees to obtain information on financial professionals to better tailor training and education opportunities), account-related services, and operational improvements. American Funds Distributors estimates that in 2019 for the firms listed below, the compensation for such information and services was approximately:

   
Charles Schwab & Co. Inc. $3,600,000
Commonwealth Financial Network $50,000
Fidelity Investments $3,200,000
LPL Financial LLC $1,100,000
Morgan Stanley Wealth Management $3,600,000
Northwestern Mutual Investment Services LLC $75,000
PNC Network $50,000
UBS Financial Services Inc. $300,000
Wells Fargo Advisors $450,000

American Funds Distributors also pays expenses associated with meetings and other training and educational opportunities conducted by selling dealers, advisory platform providers and other intermediaries to facilitate educating financial professionals and shareholders about American Funds.

American Funds Distributors pays the recordkeepers listed below up to $1 million annually for product services, platform consideration, participation at recordkeeper-sponsored events and co-branding and other marketing services. The amount of the payment is based on the level of services and the access provided by the recordkeeper.

   
Empower (Great West Life & Annuity Insurance Company) John Hancock

If investment advisers, distributors or other affiliates of mutual funds pay additional compensation or other incentives to investment dealers in differing amounts, dealer firms and their financial professionals may have financial incentives for recommending a particular mutual fund over other mutual funds or investments, creating a potential conflict of interest. You should consult with your financial professional and review carefully any disclosure by your financial professional’s firm as to compensation received.

Fund expenses Note that, unless otherwise stated, references to Class A, C, T and F shares in this “Fund expenses” section do not include the corresponding Class 529 shares.

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

For all share classes, “Other expenses” items in the Annual Fund Operating Expenses table in this prospectus include fees for administrative services provided by the fund’s investment adviser and its affiliates. Administrative services are provided by the investment adviser and its affiliates to help assist third parties providing non-distribution services to fund shareholders. These services include providing in-depth information on

International Growth and Income Fund / Prospectus     43


 
 

 

the fund and market developments that impact fund investments. Administrative services also include, but are not limited to, coordinating, monitoring and overseeing third parties that provide services to fund shareholders. The Administrative Services Agreement between the fund and the investment adviser provides the fund the ability to charge an administrative services fee of .05% for all share classes. The fund’s investment adviser receives an administrative services fee at the annual rate of .03% of the average daily net assets of the fund attributable to Class A, C, T, F, R and 529 shares (which could be increased as noted above) for its provision of administrative services.

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

Subtransfer agency and recordkeeping fees Subtransfer agent/recordkeeping payments may be made to third parties (including affiliates of the fund’s investment adviser) that provide subtransfer agent, recordkeeping and/or shareholder services with respect to certain shareholder accounts in lieu of the transfer agent providing such services. The amount paid for subtransfer agent/recordkeeping services varies depending on the share class and services provided, and typically ranges from $3 to $18 per account. Although Class F-3 and Class 529-F-3 shares are not subject to any subtransfer agency or recordkeeping fees, Class F-1 and F-2 shares (and the corresponding Class 529 shares) are subject to subtransfer agency fees of up to .12% of fund assets.

For employer-sponsored retirement plans, the amount paid for subtransfer agent/ recordkeeping services varies depending on the share class selected. The table below shows the maximum payments to entities providing these services to retirement plans.

   
  Payments
Class A 0.05% of assets or
$12 per participant position*
Class R-1 0.10% of assets
Class R-2 0.35% of assets
Class R-2E 0.20% of assets
Class R-3 0.15% of assets
Class R-4 0.10% of assets
Class R-5E 0.15% of assets
Class R-5 0.05% of assets
Class R-6 none

* Payment amount depends on the date services commenced.

Fee to Virginia529 For Class 529 shares, an expense of up to a maximum of .09% paid to a state or states for oversight and administrative services is included as an “Other expenses” item.

44     International Growth and Income Fund / Prospectus


 
 

 

Financial highlights The Financial Highlights table is intended to help you understand the fund’s results for the past five fiscal years. Certain information reflects financial results for a single share of a particular class. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the fund (assuming reinvestment of all dividends). The information in the Financial Highlights table has been audited by Deloitte & Touche LLP, whose current report, along with the fund’s financial statements, is included in the statement of additional information, which is available upon request.

                                         
    (Loss) income from
investment operations1
           
Period ended Net asset
value,
beginning
of period
Net
investment
income
Net (losses)
gains on
securities
(both
realized and
unrealized)
Total from
investment
operations
Dividends
(from net
investment
income)
Net asset
value,
end
of period
Total
return2
Net assets,
end of period
(in millions)
Ratio of
expenses
to average
net assets3
Ratio of
net income
to average
net assets
Class A:                                        
6/30/2020 $33.23   $.58   $(2.43 ) $(1.85 ) $(.62 ) $30.76   (5.56 )% $3,999   .92 % 1.80 %
6/30/2019 33.25   .77   (.02 ) .75   (.77 ) 33.23   2.34   4,728   .91   2.41  
6/30/2018 32.03   .77   1.23   2.00   (.78 ) 33.25   6.18   4,922   .90   2.23  
6/30/2017 27.81   .63   4.27   4.90   (.68 ) 32.03   17.80   4,700   .92   2.11  
6/30/2016 31.99   .73   (4.11 ) (3.38 ) (.80 ) 27.81   (10.62 ) 4,432   .91   2.52  
Class C:                                        
6/30/2020 33.16   .34   (2.42 ) (2.08 ) (.37 ) 30.71   (6.29 ) 146   1.66   1.06  
6/30/2019 33.16   .50   .02   .52   (.52 ) 33.16   1.59   205   1.69   1.58  
6/30/2018 31.95   .49   1.23   1.72   (.51 ) 33.16   5.35   250   1.69   1.43  
6/30/2017 27.74   .38   4.27   4.65   (.44 ) 31.95   16.83   255   1.72   1.28  
6/30/2016 31.91   .48   (4.08 ) (3.60 ) (.57 ) 27.74   (11.35 ) 263   1.72   1.68  
Class T:                                        
6/30/2020 33.23   .67   (2.44 ) (1.77 ) (.71 ) 30.75   (5.33 )4 5 .66 4 2.07 4
6/30/2019 33.24   .85   (.01 ) .84   (.85 ) 33.23   2.61 4 5 .67 4 2.66 4
6/30/2018 32.03   .84   1.22   2.06   (.85 ) 33.24   6.40 4 5 .69 4 2.44 4
6/30/20176, 7 30.40   .29   1.65   1.94   (.31 ) 32.03   6.37 4, 8 5 .16 4, 8 .93 4, 8
Class F-1:                                        
6/30/2020 33.27   .59   (2.44 ) (1.85 ) (.62 ) 30.80   (5.55 ) 201   .92   1.81  
6/30/2019 33.29   .76   (.02 ) .74   (.76 ) 33.27   2.29   207   .95   2.36  
6/30/2018 32.06   .74   1.25   1.99   (.76 ) 33.29   6.16   250   .94   2.15  
6/30/2017 27.80   .57   4.32   4.89   (.63 ) 32.06   17.73   362   .97   1.93  
6/30/2016 31.98   .61   (4.00 ) (3.39 ) (.79 ) 27.80   (10.68 ) 768   .96   2.11  
 
International Growth and Income Fund / Prospectus     45

 


 
 

 

                                         
    (Loss) income from
investment operations1
           
Period ended Net asset
value,
beginning
of period
Net
investment
income
Net (losses)
gains on
securities
(both
realized and
unrealized)
Total from
investment
operations
Dividends
(from net
investment
income)
Net asset
value,
end
of period
Total
return2
Net assets,
end of period
(in millions)
Ratio of
expenses
to average
net assets3
Ratio of
net income
to average
net assets
Class F-2:                                        
6/30/2020 $33.25   $.67   $(2.44 ) $(1.77 ) $(.71 ) $30.77   (5.33 )% $2,455   .66 % 2.06 %
6/30/2019 33.26   .85   (.01 ) .84   (.85 ) 33.25   2.61   2,879   .68   2.67  
6/30/2018 32.05   .85   1.22   2.07   (.86 ) 33.26   6.41   2,715   .68   2.46  
6/30/2017 27.82   .65   4.32   4.97   (.74 ) 32.05   18.04   2,444   .70   2.22  
6/30/2016 32.00   .87   (4.19 ) (3.32 ) (.86 ) 27.82   (10.43 ) 3,024   .70   3.02  
Class F-3:                                        
6/30/2020 33.22   .71   (2.45 ) (1.74 ) (.74 ) 30.74   (5.22 ) 3,554   .55   2.20  
6/30/2019 33.23   .88   (.01 ) .87   (.88 ) 33.22   2.71   2,617   .58   2.77  
6/30/2018 32.02   .89   1.21   2.10   (.89 ) 33.23   6.53   2,304   .58   2.59  
6/30/20176, 9 29.42   .64   2.41   3.05   (.45 ) 32.02   10.40 8 1,825   .25 8 1.99 8
Class 529-A:                                        
6/30/2020 33.19   .58   (2.44 ) (1.86 ) (.61 ) 30.72   (5.59 ) 133   .95   1.78  
6/30/2019 33.20   .75   (.01 ) .74   (.75 ) 33.19   2.30   148   .97   2.36  
6/30/2018 31.99   .76   1.21   1.97   (.76 ) 33.20   6.10   153   .95   2.20  
6/30/2017 27.78   .61   4.26   4.87   (.66 ) 31.99   17.71   136   .99   2.07  
6/30/2016 31.96   .70   (4.10 ) (3.40 ) (.78 ) 27.78   (10.71 ) 118   1.00   2.45  
Class 529-C:                                        
6/30/2020 33.03   .33   (2.41 ) (2.08 ) (.36 ) 30.59   (6.30 ) 20   1.69   1.03  
6/30/2019 33.05   .49   10 .49   (.51 ) 33.03   1.51   26   1.73   1.55  
6/30/2018 31.83   .46   1.24   1.70   (.48 ) 33.05   5.33   29   1.74   1.35  
6/30/2017 27.64   .38   4.24   4.62   (.43 ) 31.83   16.79   32   1.77   1.28  
6/30/2016 31.81   .47   (4.09 ) (3.62 ) (.55 ) 27.64   (11.44 ) 29   1.79   1.64  
Class 529-E:                                        
6/30/2020 33.19   .51   (2.42 ) (1.91 ) (.55 ) 30.73   (5.76 ) 4   1.14   1.59  
6/30/2019 33.21   .69   (.02 ) .67   (.69 ) 33.19   2.07   5   1.17   2.17  
6/30/2018 31.99   .68   1.23   1.91   (.69 ) 33.21   5.93   5   1.17   1.98  
6/30/2017 27.78   .56   4.25   4.81   (.60 ) 31.99   17.45   5   1.19   1.88  
6/30/2016 31.96   .62   (4.09 ) (3.47 ) (.71 ) 27.78   (10.92 ) 4   1.22   2.17  
 
46     International Growth and Income Fund / Prospectus

 


 
 

 

                                         
    (Loss) income from
investment operations1
           
Period ended Net asset
value,
beginning
of period
Net
investment
income
Net (losses)
gains on
securities
(both
realized and
unrealized)
Total from
investment
operations
Dividends
(from net
investment
income)
Net asset
value,
end
of period
Total
return2
Net assets,
end of period
(in millions)
Ratio of
expenses
to average
net assets3
Ratio of
net income
to average
net assets
Class 529-T:                                        
6/30/2020 $33.23   $.65   $(2.44 ) $(1.79 ) $(.69 ) $30.75   (5.39 )%4 $— 5 .71 %4 2.01 %4
6/30/2019 33.24   .83   (.01 ) .82   (.83 ) 33.23   2.54 4 5 .74 4 2.59 4
6/30/2018 32.03   .83   1.22   2.05   (.84 ) 33.24   6.36 4 5 .73 4 2.40 4
6/30/20176, 7 30.40   .29   1.64   1.93   (.30 ) 32.03   6.36 4, 8 5 .17 4, 8 .92 4, 8
Class 529-F-1:                                        
6/30/2020 33.24   .65   (2.44 ) (1.79 ) (.69 ) 30.76   (5.39 ) 22   .72   2.02  
6/30/2019 33.25   .84   (.02 ) .82   (.83 ) 33.24   2.54   22   .74   2.62  
6/30/2018 32.04   .84   1.21   2.05   (.84 ) 33.25   6.36   18   .74   2.43  
6/30/2017 27.81   .69   4.26   4.95   (.72 ) 32.04   17.98   15   .77   2.32  
6/30/2016 32.00   .79   (4.14 ) (3.35 ) (.84 ) 27.81   (10.55 ) 11   .79   2.73  
Class R-1:                                        
6/30/2020 33.16   .36   (2.42 ) (2.06 ) (.39 ) 30.71   (6.24 )4 3   1.63 4 1.11 4
6/30/2019 33.16   .52   .01   .53   (.53 ) 33.16   1.62 4 3   1.65 4 1.62 4
6/30/2018 31.95   .49   1.24   1.73   (.52 ) 33.16   5.38 4 4   1.65 4 1.42 4
6/30/2017 27.74   .32   4.34   4.66   (.45 ) 31.95   16.90   5   1.66   1.09  
6/30/2016 31.91   .52   (4.09 ) (3.57 ) (.60 ) 27.74   (11.25 )4 10   1.59 4 1.80 4
Class R-2:                                        
6/30/2020 33.06   .34   (2.41 ) (2.07 ) (.38 ) 30.61   (6.27 ) 47   1.66   1.07  
6/30/2019 33.07   .52   10 .52   (.53 ) 33.06   1.60   54   1.67   1.64  
6/30/2018 31.87   .50   1.22   1.72   (.52 ) 33.07   5.38   57   1.66   1.46  
6/30/2017 27.68   .40   4.25   4.65   (.46 ) 31.87   16.89   54   1.68   1.37  
6/30/2016 31.85   .48   (4.10 ) (3.62 ) (.55 ) 27.68   (11.42 ) 47   1.79   1.66  
Class R-2E:                                        
6/30/2020 33.09   .51   (2.48 ) (1.97 ) (.52 ) 30.60   (5.95 ) 35   1.32   1.72  
6/30/2019 33.12   .67   (.07 ) .60   (.63 ) 33.09   1.85   5   1.39   2.09  
6/30/2018 31.92   .61   1.22   1.83   (.63 ) 33.12   5.69   3   1.38   1.79  
6/30/2017 27.74   .59   4.16   4.75   (.57 ) 31.92   17.24   2   1.40   1.98  
6/30/2016 31.96   .87   (4.35 ) (3.48 ) (.74 ) 27.74   (10.97 ) 5 1.38   3.19  
 
International Growth and Income Fund / Prospectus     47

 


 
 

 

                                         
    (Loss) income from
investment operations1
           
Period ended Net asset
value,
beginning
of period
Net
investment
income
Net (losses)
gains on
securities
(both
realized and
unrealized)
Total from
investment
operations
Dividends
(from net
investment
income)
Net asset
value,
end
of period
Total
return2
Net assets,
end of period
(in millions)
Ratio of
expenses
to average
net assets3
Ratio of
net income
to average
net assets
Class R-3:                                        
6/30/2020 $33.17   $.50   $(2.44 ) $(1.94 ) $(.53 ) $30.70   (5.84 )% $78   1.20 % 1.57 %
6/30/2019 33.18   .67   (.01 ) .66   (.67 ) 33.17   2.04   66   1.23   2.09  
6/30/2018 31.97   .65   1.23   1.88   (.67 ) 33.18   5.85   70   1.22   1.89  
6/30/2017 27.76   .53   4.27   4.80   (.59 ) 31.97   17.40   66   1.25   1.80  
6/30/2016 31.94   .64   (4.12 ) (3.48 ) (.70 ) 27.76   (10.95 ) 60   1.25   2.22  
Class R-4:                                        
6/30/2020 33.21   .59   (2.43 ) (1.84 ) (.63 ) 30.74   (5.54 ) 63   .90   1.84  
6/30/2019 33.22   .75   10 .75   (.76 ) 33.21   2.33   67   .92   2.33  
6/30/2018 32.01   .75   1.23   1.98   (.77 ) 33.22   6.16   84   .92   2.18  
6/30/2017 27.79   .63   4.27   4.90   (.68 ) 32.01   17.77   87   .94   2.13  
6/30/2016 31.98   .73   (4.12 ) (3.39 ) (.80 ) 27.79   (10.67 ) 74   .93   2.54  
Class R-5E:                                        
6/30/2020 33.20   .66   (2.44 ) (1.78 ) (.70 ) 30.72   (5.35 ) 14   .69   2.07  
6/30/2019 33.22   .93   (.11 ) .82   (.84 ) 33.20   2.56   5   .71   2.92  
6/30/2018 32.01   1.02   1.03   2.05   (.84 ) 33.22   6.36   1   .71   2.96  
6/30/2017 27.79   .97   3.98   4.95   (.73 ) 32.01   17.97   5 .71   3.19  
6/30/20166, 11 29.43   .54   (1.61 ) (1.07 ) (.57 ) 27.79   (3.68 )8 5 .78 12 3.16 12
Class R-5:                                        
6/30/2020 33.41   .71   (2.47 ) (1.76 ) (.73 ) 30.92   (5.25 ) 32   .58   2.20  
6/30/2019 33.42   .84   .01   .85   (.86 ) 33.41   2.64   24   .62   2.60  
6/30/2018 32.20   .88   1.22   2.10   (.88 ) 33.42   6.48   34   .62   2.52  
6/30/2017 27.95   .73   4.29   5.02   (.77 ) 32.20   18.13   33   .63   2.46  
6/30/2016 32.15   .82   (4.14 ) (3.32 ) (.88 ) 27.95   (10.39 ) 26   .63   2.85  
Class R-6:                                        
6/30/2020 33.23   .71   (2.44 ) (1.73 ) (.75 ) 30.75   (5.21 ) 5,016   .54   2.21  
6/30/2019 33.24   .91   (.04 ) .87   (.88 ) 33.23   2.71   4,288   .57   2.84  
6/30/2018 32.03   .90   1.21   2.11   (.90 ) 33.24   6.54   3,350   .57   2.62  
6/30/2017 27.81   .76   4.24   5.00   (.78 ) 32.03   18.17   2,519   .58   2.56  
6/30/2016 31.99   .85   (4.13 ) (3.28 ) (.90 ) 27.81   (10.33 ) 1,657   .58   2.98  
 
48     International Growth and Income Fund / Prospectus

 


 
 

 

           
  Year ended June 30,
  2020 2019 2018 2017 2016
Portfolio turnover rate for all share classes13 35% 35% 27% 37% 37%

Based on average shares outstanding.

Total returns exclude any applicable sales charges, including contingent deferred sales charges.

Ratios do not include expenses of any Central Funds. The fund indirectly bears its proportionate share of the expenses of any Central Funds.

All or a significant portion of assets in this class consisted of seed capital invested by Capital Research and Management Company and/or its affiliates. Fees for distribution services are not charged or accrued on these seed capital assets. If such fees were paid by the fund on seed capital assets, fund expenses would have been higher and net income and total return would have been lower.

5   Amount less than $1 million.

Based on operations for a period that is less than a full year.

Class T and 529-T shares began investment operations on April 7, 2017.

Not annualized.

Class F-3 shares began investment operations on January 27, 2017.

10  Amount less than $.01.

11  Class R-5E shares began investment operations on November 20, 2015.

12 Annualized.

13 Rates do not include the fund’s portfolio activity with respect to any Central Funds.

 
International Growth and Income Fund / Prospectus     49

 


 
 

 

 

Appendix

Sales charge waivers

The availability of certain sales charge waivers and discounts will depend on whether you purchase your shares directly from the fund or through a financial intermediary. Intermediaries may have different policies and procedures regarding the availability of front-end sales charge waivers or contingent deferred (back-end) sales charge (“CDSC”) waivers, which are discussed below. In all instances, it is the purchaser’s responsibility to notify the fund or the purchaser’s financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. Please contact the applicable intermediary with any questions regarding how the intermediary applies the policies described below and to ensure that you understand what steps you must take to qualify for any available waivers or discounts. For waivers and discounts not available through a particular intermediary, shareholders will have to purchase fund shares directly from the fund or through another intermediary to receive these waivers or discounts. If you change intermediaries after you purchase fund shares, the policies and procedures of the new service provider (either your new intermediary or the fund’s transfer agent) will apply to your account. Those policies may be more or less favorable than those offered by the intermediary through which you purchased your fund shares. You should review any policy differences before changing intermediaries.

Class A Shares front-end sales charge waivers available at Ameriprise Financial:

The following information applies to Class A shares purchases if you have an account with or otherwise purchase fund shares through Ameriprise Financial:

Effective January 1, 2019, shareholders purchasing fund shares through an Ameriprise Financial platform or account are eligible for the following front-end sales charge waivers, which may differ from those disclosed elsewhere in this fund’s prospectus or SAI:

·  Employer-sponsored retirement plans established prior to April 1, 2004 and that continue to meet the eligibility requirements in effect as of that date for purchasing Class A shares at net asset value (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs

·  Shares purchased through an Ameriprise Financial investment advisory program (if an Advisory or similar share class for such investment advisory program is not available)

· Shares purchased by third-party investment advisors on behalf of their advisory clients through Ameriprise Financial’s platform (if an Advisory or similar share class for such investment advisory program is not available)

·  Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the same fund family)

·  Shares exchanged from Class C shares of the same fund in the month of or following the 10-year anniversary of the purchase date. To the extent that this prospectus elsewhere provides for a waiver with respect to such shares following a shorter holding period, that waiver will apply to exchanges following such shorter period. To the extent that this prospectus elsewhere provides for a waiver with respect to exchanges

50     International Growth and Income Fund / Prospectus


 
 

 

 

of Class C shares for sales charge waived shares, that waiver will also apply to such exchanges

·  Employees and registered representatives of Ameriprise Financial or its affiliates and their immediate family members

·  Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, as well as 401(k)s, 403(b) TSCAs subject to ERISA and defined benefit plans established prior to April 1, 2004 that continue to meet the eligibility requirements in effect as of that date for purchasing Class A shares at net asset value) that are held by a covered family member, defined as an Ameriprise financial advisor and/or the advisor’s spouse, advisor’s lineal ascendant (mother, father, grandmother, grandfather, great grandmother, great grandfather), advisor’s lineal descendant (son, step-son, daughter, step-daughter, grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a lineal descendant

·  Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales charge (i.e. Rights of Reinstatement)

D.A. Davidson & Co.

Front-end sales charge waivers on Class A shares available at D.A. Davidson (effective January 1, 2020)

·  Shares purchased within the same fund family through a systematic reinvestment of capital gains and dividend distributions

·  Employees and registered representatives of D.A. Davidson or its affiliates and their family members as designated by D.A. Davidson

·  Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales charge (known as Rights of Reinstatement)

·  A shareholder in the fund’s Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the fund if the shares are no longer subject to a CDSC and the conversion is consistent with D.A. Davidson’s policies and procedures

CDSC Waivers on Classes A and C shares available at D.A. Davidson

• Death or disability of the shareholder

·  Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus

·  Return of excess contributions from an IRA Account

·  Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70½ as described in the fund’s prospectus

·  Shares acquired through a right of reinstatement

Front-end sales charge discounts available at D.A. Davidson: breakpoints, rights of accumulation and/or letters of intent

International Growth and Income Fund / Prospectus     51


 
 

 

 

·  Breakpoints as described in this prospectus

·  Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at D.A. Davidson. Eligible fund family assets not held at D.A. Davidson may be included in the calculation of rights of accumulation only if the shareholder notifies his or her financial advisor about such assets

·  Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at D.A. Davidson may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets

Edward Jones

Effective on or after May 1, 2020, clients of Edward Jones (also referred to as “shareholders”) purchasing fund shares on the Edward Jones commission and fee-based platforms are eligible only for the following sales charge discounts (also referred to as “breakpoints”) and waivers, which can differ from breakpoints and waivers described elsewhere in the mutual fund prospectus or SAI or through another broker-dealer. In all instances, it is the shareholder's responsibility to inform Edward Jones at the time of purchase of any relationship, holdings of the American Funds or other facts qualifying the purchaser for breakpoints or waivers. Edward Jones can ask for documentation of such circumstance.

Breakpoints

Rights of accumulation (ROA)

The applicable sales charge on a purchase of Class A shares is determined by taking into account all share classes (except any money market funds and retirement plan share classes) of the American Funds held by the shareholder or in an account grouped by Edward Jones with other accounts for the purpose of providing certain pricing considerations (“pricing groups”). This includes all share classes held on the Edward Jones platform and/or held on another platform. The inclusion of eligible fund family assets in the rights of accumulation calculation is dependent on the shareholder notifying his or her financial advisor of such assets at the time of calculation.

ROA is determined by calculating the higher of cost or market value (current shares x NAV).

Letter of intent (LOI)

Through a LOI, shareholders can receive the sales charge and breakpoint discounts for purchases shareholders intend to make over a 13-month period from the date Edward Jones receives the LOI. The LOI is determined by calculating the higher of cost or market value of qualifying holdings at LOI initiation in combination with the value that the shareholder intends to buy over a 13-month period to calculate the front-end sales charge and any breakpoint discounts. Each purchase the shareholder makes during that 13-month period will receive the sales charge and breakpoint discount that applies to the total amount. The inclusion of eligible fund family assets in the LOI calculation is dependent on the shareholder notifying his or her financial advisor of such assets at the time of calculation. Purchases made before the LOI is received by Edward Jones are not covered under the LOI and will not reduce the sales charge previously paid. Sales charges will be adjusted if LOI is not met.

52     International Growth and Income Fund / Prospectus


 
 

 

 

Sales charge waivers

Sales charges are waived for the following shareholders and in the following situations:

·  Associates of Edward Jones and its affiliates and their family members who are in the same pricing group (as determined by Edward Jones under its policies and procedures) as the associate. This waiver will continue for the remainder of the associate's life if the associate retires from Edward Jones in good-standing

·  Shares purchased in an Edward Jones fee-based program

·  Shares purchased through reinvestment of capital gains distributions and dividend reinvestment

·  Shares purchased from the proceeds of redeemed shares of the same fund family so long as the following conditions are met: 1) the proceeds are from the sale of shares within 60 days of the purchase, and 2) the sale and purchase are made in the same share class and the same account or the purchase is made in an individual retirement account with proceeds from liquidations in a non-retirement account

·  Shares exchanged into class A shares from another share class so long as the exchange is into the same fund and was initiated at the discretion of Edward Jones. Edward Jones is responsible for any remaining CDSC due to the fund company, if applicable. Any future purchases are subject to the applicable sales charge as disclosed in the prospectus

·  Exchanges from class C shares to class A shares of the same fund, generally, in the 84th month following the anniversary of the purchase date or earlier at the discretion of Edward Jones

·  Purchases of Class 529-A shares through a rollover from another 529 plan

Contingent deferred sales charge (CDSC) waivers

If the shareholder purchases shares that are subject to a CDSC and those shares are redeemed before the CDSC is expired, the shareholder is responsible to pay the CDSC except in the following conditions:

·  The death or disability of the shareholder

·  Systematic withdrawals with up to 10% per year of the account value

·  Return of excess contributions from an Individual Retirement Account (IRA)

·  Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations

·  Shares sold to pay Edward Jones fees or costs in such cases where the transaction is initiated by Edward Jones

·  Shares exchanged in an Edward Jones fee-based program

·  Shares acquired through NAV reinstatement

Other Important Information

Minimum purchase amounts

·  $250 initial purchase minimum

·  $50 subsequent purchase minimum

International Growth and Income Fund / Prospectus     53


 
 

 

 

Minimum balances

·  Edward Jones has the right to redeem at its discretion fund holdings with a balance of $250 or less. The following are examples of accounts that are not included in this policy:

—  A fee-based account held on an Edward Jones platform

—  A 529 account held on an Edward Jones platform

—  An account with an active systematic investment plan or letter of intent (LOI)

Changing share classes

·  At any time it deems necessary, Edward Jones has the authority to exchange at NAV a shareholder's holdings in a fund to Class A shares, or Class R-4 shares for retirement plans with at least $1 million, so long as the shareholder is eligible to purchase the Class A or R-4 shares pursuant to the prospectus. Edward Jones is responsible for any remaining CDSC due to the fund company, if applicable. Any future purchases are subject to the applicable sale charge as disclosed in the prospectus

Janney Montgomery Scott LLC

Effective May 1, 2020, if you purchase fund shares through a Janney Montgomery Scott LLC (“Janney”) brokerage account, you will be eligible for the following load waivers (front-end sales charge waivers and contingent deferred sales charge (“CDSC”), or back-end sales charge, waivers) and discounts, which may differ from those disclosed elsewhere in this fund’s Prospectus or SAI.

Front-end sales charge* waivers on Class A shares available at Janney

·  Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family)

·  Shares purchased by employees and registered representatives of Janney or its affiliates and their family members as designated by Janney

·  Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within ninety (90) days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e., right of reinstatement)

·  Shares acquired through a right of reinstatement

·  Class C shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Janney’s policies and procedures

CDSC waivers on Class A and C shares available at Janney

·  Shares sold upon the death or disability of the shareholder

·  Shares sold as part of a systematic withdrawal plan as described in the fund’s Prospectus

·  Shares purchased in connection with a return of excess contributions from an IRA account

·  Shares sold as part of a required minimum distribution for IRA and other retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations as described in the fund’s Prospectus

·  Shares sold to pay Janney fees but only if the transaction is initiated by Janney

54     International Growth and Income Fund / Prospectus


 
 

 

 

·  Shares acquired through a right of reinstatement

·  Shares exchanged into the same share class of a different fund unless otherwise provided in the Prospectus

Front-end sales charge* discounts available at Janney: breakpoints, rights of accumulation, and/or letters of intent

·  Breakpoints as described in the fund’s Prospectus

·  Rights of accumulation (“ROA”), which entitle shareholders to breakpoint discounts, will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Janney. Eligible fund family assets not held at Janney may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets

·  Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Janney Montgomery Scott may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets

* Also referred to as an “initial sales charge.”

Merrill Lynch, Pierce, Fenner & Smith

Shareholders purchasing fund shares through a Merrill Lynch platform or account are eligible only for the following sales charge waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this fund’s prospectus or SAI.

Front-end sales charge waivers on Class A shares available at Merrill Lynch

·  Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan. Except as provided below, Class A shares are not currently available to new plans described in this waiver. Plans that invested in Class A shares of any of the funds without any sales charge before April 1, 2004, and that continue to meet the eligibility requirements in effect as of that date for purchasing Class A shares at net asset value, may continue to purchase American Funds Class A shares without any initial or contingent deferred sales charge

· Shares purchased by or through a 529 Plan. Class A shares are not currently available to the plans described in this waiver

· Shares purchased through a Merrill Lynch affiliated investment advisory program. Class A shares are not currently available in the programs described in this waiver

· Shares purchased by third-party investment advisors on behalf of their advisory clients through Merrill Lynch’s platform. Class A shares are not currently available in the accounts described in this waiver

· Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family)

·  Shares exchanged from Class C (i.e. level-load) shares of the same fund pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers

International Growth and Income Fund / Prospectus     55


 
 

 

 

· Employees and registered representatives of Merrill Lynch or its affiliates and their family members

· Directors or Trustees of the fund, and employees of the fund’s investment adviser or any of its affiliates, as described in this prospectus

·  Eligible shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales charge (known as rights of reinstatement). Automated transactions (i.e. systematic purchases and withdrawals) and purchases made after shares are automatically sold to pay Merrill Lynch’s account maintenance fees are not eligible for reinstatement

CDSC waivers on Classes A and C shares available at Merrill Lynch

· Death or disability of the shareholder

· Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus

· Return of excess contributions from an IRA Account

·  Shares sold as part of a required minimum distribution for IRA and retirement accounts pursuant to the Internal Revenue Code

· Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch

· Shares acquired through a right of reinstatement

· Shares held in retirement brokerage accounts, that are exchanged for a lower cost share class due to transfer to certain fee based accounts or platforms (applicable to Class A and C shares only)

·  Shares received through an exchange due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers

Front-end sales charge discounts available at Merrill Lynch: breakpoints, rights of accumulation and letters of intent

·  Breakpoints as described in this prospectus

·  Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts as described in the fund’s prospectus will be automatically calculated based on the aggregated holding of fund family assets held by accounts (including 529 program holdings, where applicable) within the purchaser’s household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets

· Letters of Intent which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time (if applicable)

56     International Growth and Income Fund / Prospectus


 
 

 

 

CollegeAmerica accounts

If you establish or hold your CollegeAmerica account on the Merrill Lynch, Pierce, Fenner & Smith (Merrill) omnibus platform, the features and policies related to Class 529-A and Class 529-C sales charges (including contingent deferred sales charges), 529-A sales charge waiver eligibility, and 529-C conversion period will be different than referenced in this document.

Importantly, if you establish or hold your CollegeAmerica account on the Merrill omnibus platform, then you are eligible for Class 529-A shares at net asset value if your CollegeAmerica 529 plan assets with Merrill Lynch are $250,000 or more or you participate through an approved corporate 529 plan. If your 529 plan assets are less than $250,000 you are eligible to purchase Class 529-C shares. Among other things, Class 529-C shares generally will be automatically converted to Class 529-A shares (not subject to an initial sales charge) after four years from their respective dates of purchase.

Rollover assets from another 529 plan and refunded qualified higher education expenses may be invested in Class 529-A shares at net asset value. These policies apply to accounts on the Merrill platform and accounts held by the fund’s transfer agent.

Please contact your Merrill advisor with any questions.

Morgan Stanley Wealth Management

Morgan Stanley Wealth Management Class A share front-end sales charge waiver

Morgan Stanley Wealth Management clients purchasing or converting to Class A shares of the fund through Morgan Stanley transactional brokerage accounts are entitled to a waiver of the front-end load in the following additional circumstances:

·  Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s account linking rules

·  Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund

·  Class C (level load) share positions that are no longer subject to a contingent deferred sales charge and are converted to a Class A share in the same fund pursuant to Morgan Stanley Wealth Management’s share class conversion program

·  Effective June 1, 2020, Morgan Stanley, on your behalf, can convert Class F-1 shares to Class A shares without a sales charge if they were initially transferred to the transactional brokerage account or converted from Class C shares

·  Shares purchased from the proceeds of redemptions within the same fund family under a Rights of Reinstatement provision, provided the repurchase occurs within 90 days following the redemption, the redemption and purchase occur in the same account, and redeemed shares were subject to a front-end or deferred sales load

Effective June 30, 2020, Morgan Stanley Wealth Management clients purchasing or converting to Class 529-A shares of the fund through Morgan Stanley transactional brokerage accounts are entitled to a waiver of the front-end load in the following additional circumstances:

·  Shares purchased through a rollover from another 529 plan

· Recontribution(s) of a refunded qualified higher education expense

International Growth and Income Fund / Prospectus     57


 
 

 

 

Unless specifically described above, no other front-end load waivers are available to mutual fund purchases by Morgan Stanley Wealth Management clients.

Morgan Stanley Wealth Management Class R-4 share employer-sponsored retirement plan eligibility

Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans.

Oppenheimer & Co., Inc. (OPCO)

Effective June 1, 2020 shareholders purchasing fund shares through an OPCO platform or account are eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this fund’s prospectus or SAI.

Front-end sales load waivers on Class A shares available at OPCO

·  Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family)

·  Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Restatement)

·  A shareholder in the fund’s Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of OPCO

·  Employees and registered representatives of OPCO or its affiliates and their family members

·  Directors or trustees of the fund, and employees of the fund’s investment adviser or any of its affiliates, as described in this prospectus

CDSC waivers on Class A and C shares available at OPCO

·  Death or disability of the shareholder

·  Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus

·  Return of excess contributions from an IRA Account

·  Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations as described in the prospectus

·  Shares sold to pay OPCO fees but only if the transaction is initiated by OPCO

·  Shares acquired through a right of reinstatement

Front-end load discounts available at OPCO: breakpoints, rights of accumulation and letters of intent

·  Breakpoints as described in this prospectus

58     International Growth and Income Fund / Prospectus


 
 

 

 

·  Rights of accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at OPCO. Eligible fund family assets not held at OPCO may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets

Raymond James & Associates, Inc., Raymond James Financial Services, Inc., and

each entity’s affiliates (“Raymond James”) Class A share front-end sales charge waiver

Effective March 1, 2019, shareholders purchasing fund shares through a Raymond James platform or account, or through an introducing broker-dealer or independent registered investment adviser for which Raymond James provides trade execution, clearance, and/or custody services, will be eligible only for the following sales charge waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this fund’s prospectus or SAI.

International Growth and Income Fund / Prospectus     59


 
 

 

 

Front-end sales charge waivers on Class A shares available at Raymond James

·  Shares purchased within the same fund family through a systematic reinvestment of capital gains and dividend distributions

·  Employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James

·  Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales charge (known as Rights of Reinstatement)

·  A shareholder in the Fund’s Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James

CDSC waivers on Classes A and C shares available at Raymond James

·  Death or disability of the shareholder

·  Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus

·  Return of excess contributions from an IRA Account

·  Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations as described in the fund’s prospectus

·  Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James

·  Shares acquired through a right of reinstatement

Front-end sales charge discounts available at Raymond James: breakpoints, rights of accumulation and/or letters of intent

·  Breakpoints as described in this prospectus

·  Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Raymond James. Eligible fund family assets not held at Raymond James may be included in the calculation of rights of accumulation only if the shareholder notifies his or her financial advisor about such assets

·  Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets

Robert W. Baird & Co. Incorporated (Baird)

Effective June 15, 2020, shareholders purchasing fund shares through a Baird platform or account will only be eligible for the following sales charge waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may differ from those disclosed elsewhere in this prospectus or the SAI.

60     International Growth and Income Fund / Prospectus


 
 

 

 

Front-end sales charge waivers on Class A shares available at Baird

·  Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund

·  Shares purchased by employees and registered representatives of Baird or its affiliate and their family members as designated by Baird

·  Shares purchased from the proceeds of redemptions from another fund, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same accounts, and (3) redeemed shares were subject to a front-end or deferred sales charge (known as rights of reinstatement)

·  A shareholder in the fund’s Class C shares will have their shares converted at net asset value to Class A shares of the fund if the shares are no longer subject to CDSC and the conversion is in line with the policies and procedures of Baird

CDSC waivers on Class A and C shares available at Baird

·  Shares sold due to death or disability of the shareholder

·  Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus

·  Shares bought due to returns of excess contributions from an IRA Account

·  Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations as described in the fund’s prospectus

·  Shares sold to pay Baird fees but only if the transaction is initiated by Baird

·  Shares acquired through a right of reinstatement

Front-end sales charge discounts available at Baird: breakpoints and/or rights of accumulation

·  Breakpoints as described in this prospectus

·  Rights of accumulation which entitles shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Baird. Eligible fund family assets not held at Baird may be included in the rights of accumulation calculation only if the shareholder notifies his or her financial advisor about such assets

·  Letters of intent (LOI) allow for breakpoint discounts based on anticipated purchases of fund family assets through Baird, over a 13-month period of time

Stifel, Nicolaus & Company, Incorporated ("Stifel")

Effective July 1, 2020, shareholders purchasing fund shares through a Stifel platform or account or who own shares for which Stifel or an affiliate is the broker-dealer of record are eligible for the following additional sales charge waiver

Front-end sales load waiver on Class A shares

·  Class C shares that have been held for more than seven (7) years will be converted to Class A shares of the same fund pursuant to Stifel's policies and procedures

All other sales charge waivers and reductions described elsewhere in the fund’s prospectus or SAI still apply. For accounts held by the fund’s transfer agent, the fund’s standard C share conversion schedule of 8 years applies.

International Growth and Income Fund / Prospectus     61


 
 

 

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

Multiple translations This prospectus may be translated into other languages. If there is any inconsistency or ambiguity as to the meaning of any word or phrase in a translation, the English text will prevail. Liability is not limited as a result of any material misstatement or omission introduced in the translation.

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

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

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

The codes of ethics and current SAI are on file with the U.S. Securities and Exchange Commission (SEC). These and other related materials about the fund are available for review on the EDGAR database on the SEC’s website at sec.gov or, after payment of a duplicating fee, via email request to publicinfo@sec.gov. The codes of ethics, current SAI and shareholder reports are also available, free of charge, on our website, capitalgroup.com.

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

If you would like to opt out of household-based mailings or receive a complimentary copy of the current SAI, codes of ethics, annual/semi-annual report to shareholders or applicable program description, please call American Funds Service Company at (800) 421-4225 or write to the secretary of the fund at 6455 Irvine Center Drive, Irvine, California 92618.

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

   
 
 
MFGEPRX-034-0920P
Litho in USA CGD/DFS/9970
Investment Company File No. 811-22215
 


 

 

 
 

 

 

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

 

/s/ MICHAEL W. STOCKTON
  MICHAEL W. STOCKTON
  SECRETARY

 

 
 

 

International Growth and Income FundSM

Part B
Statement of Additional Information

September 1, 2020

This document is not a prospectus but should be read in conjunction with the current prospectus of International Growth and Income Fund (the “fund”) dated September 1, 2020. You may obtain a prospectus from your financial professional, by calling American Funds Service Company® at (800) 421-4225 or by writing to the fund at the following address:

International Growth and Income Fund
Attention: Secretary

6455 Irvine Center Drive
Irvine, California 92618

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 professional, investment dealer, plan recordkeeper or employer for more information.

           
Class A IGAAX Class 529-A CGIAX Class R-1 RIGAX
Class C IGICX Class 529-C CIICX Class R-2 RIGBX
Class T TGAIX Class 529-E CGIEX Class R-2E RIIEX
Class F-1 IGIFX Class 529-T TGAGX Class R-3 RGICX
Class F-2 IGFFX Class 529-F-1 CGIFX Class R-4 RIGEX
 
Class F-3 IGAIX Class 529-F-2 FGGGX Class R-5E RIGIX
    Class 529-F-3 FGIGX Class R-5 RIGFX
 
        Class R-6 RIGGX

 

Table of Contents

Item  Page no.
Certain investment limitations and guidelines 2
Description of certain securities, investment techniques and risks 3
Fund policies 18
Management of the fund 20
Execution of portfolio transactions 52
Disclosure of portfolio holdings 56
Price of shares 58
Taxes and distributions 61
Purchase and exchange of shares 64
Sales charges 69
Sales charge reductions and waivers 72
Selling shares 77
Shareholder account services and privileges 78
General information 81
Appendix 91

Investment portfolio
Financial statements

International Growth and Income Fund — Page 1


 
 

 

 

Certain investment limitations and guidelines

The following limitations and guidelines are considered at the time of purchase, under normal circumstances, and are based on a percentage of the fund’s net assets (excluding, for the avoidance of doubt, collateral held in connection with securities lending activities) unless otherwise noted. This summary is not intended to reflect all of the fund’s investment limitations.

The fund may invest up to 20% of its assets in securities of issuers domiciled in the United States. However, the fund has no current intention of investing more than 10% of its assets in securities of issuers domiciled in the United States (excluding cash equivalents of U.S. issuers) and issuers whose securities are primarily listed on U.S. securities exchanges. The fund currently intends to invest at least 90% of its assets in securities of issuers domiciled outside the United States whose securities are primarily listed on exchanges outside the United States, cash, cash equivalents (including shares of money market or similar funds managed by the investment adviser or its affiliates) and securities held as collateral issued by U.S. issuers. The fund may also invest in securities of issuers domiciled outside the United States in the form of depositary receipts or other instruments by which the fund may obtain exposure to equity investments in local markets. The fund therefore expects to be invested in numerous countries outside the United States.

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

* * * * * *

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

International Growth and Income Fund — Page 2


 
 

 

 

Description of certain securities, investment techniques and risks

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

Market conditions – The value of, and the income generated by, the securities in which the fund invests may decline, sometimes rapidly or unpredictably, due to factors affecting certain issuers, particular industries or sectors, or the overall markets. Rapid or unexpected changes in market conditions could cause the fund to liquidate its holdings at inopportune times or at a loss or depressed value. The value of a particular holding may decrease due to developments related to that issuer, but also due to general market conditions, including real or perceived economic developments such as changes in interest rates, credit quality, inflation, or currency rates, or generally adverse investor sentiment. The value of a holding may also decline due to factors that negatively affect a particular industry or sector, such as labor shortages, increased production costs, or competitive conditions.

Global economies and financial markets are highly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. Furthermore, local, regional and global events such as war, acts of terrorism, social unrest, natural disasters, the spread of infectious illness or other public health threats could also adversely impact issuers, markets and economies, including in ways that cannot necessarily be foreseen. The fund could be negatively impacted if the value of a portfolio holding were harmed by such conditions or events.

Significant market disruptions, such as those caused by pandemics, natural or environmental disasters, war, acts of terrorism, or other events, can adversely affect local and global markets and normal market operations. Market disruptions may exacerbate political, social, and economic risks. Additionally, market disruptions may result in increased market volatility; regulatory trading halts; closure of domestic or foreign exchanges, markets, or governments; or market participants operating pursuant to business continuity plans for indeterminate periods of time. Such events can be highly disruptive to economies and markets and significantly impact individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the fund’s investments and operation of the fund. These events could disrupt businesses that are integral to the fund’s operations or impair the ability of employees of fund service providers to perform essential tasks on behalf of the fund.

Governmental and quasi-governmental authorities may take a number of actions designed to support local and global economies and the financial markets in response to economic disruptions. Such actions may include a variety of significant fiscal and monetary policy changes, including, for example, direct capital infusions into companies, new monetary programs and significantly lower interest rates. These actions may result in significant expansion of public debt and may result in greater market risk. Additionally, an unexpected or quick reversal of these policies, or the ineffectiveness of these policies, could negatively impact overall investor sentiment and further increase volatility in securities markets.

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

International Growth and Income Fund — Page 3


 
 

 

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

Investing outside the U.S. — Securities of issuers domiciled outside the United States, or with significant operations or revenues outside the United States, may lose value because of adverse political, social, economic or market developments (including social instability, regional conflicts, terrorism and war) in the countries or regions in which the issuers are domiciled, operate or generate revenue. These issuers may also be more susceptible to actions of foreign governments such as the imposition of price controls or punitive taxes that could adversely impact the value of these securities. To the extent the fund invests in securities that are denominated in currencies other than the U.S. dollar, these securities may also lose value due to changes in foreign currency exchange rates against the U.S. dollar and/or currencies of other countries. Securities markets in certain countries may be more volatile or less liquid than those in the United States. Investments outside the United States may also be subject to different accounting practices and different regulatory, legal and reporting standards, and may be more difficult to value, than those in the United States. In addition, the value of investments outside the United States may be reduced by foreign taxes, including foreign withholding taxes on interest and dividends. Further, there may be increased risks of delayed settlement of securities purchased or sold by the fund. The risks of investing outside the United States may be heightened in connection with investments in emerging markets.

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

Although there is no universally accepted definition, the investment adviser generally considers an emerging market to be a market 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, and would include markets commonly referred to as “frontier markets.”

Certain risk factors related to emerging markets

Currency fluctuations — Certain emerging markets’ currencies have experienced and in the future may experience significant declines against the U.S. dollar. For example, if the U.S. dollar appreciates against foreign currencies, the value of the fund’s emerging markets securities holdings would generally depreciate and vice versa. Further, the fund may lose money due to losses and other expenses incurred in converting various currencies to purchase

International Growth and Income Fund — Page 4


 
 

 

and sell securities valued in currencies other than the U.S. dollar, as well as from currency restrictions, exchange control regulation and currency devaluations.

Government regulation — Certain developing countries lack uniform accounting, auditing and financial reporting and disclosure standards, have less governmental supervision of financial markets than in the United States, and do not honor legal rights enjoyed in the United States. Certain governments may be more unstable and present greater risks of nationalization or restrictions on foreign ownership of local companies. Repatriation of investment income, capital and the proceeds of sales by foreign investors may require governmental registration and/or approval in some developing countries. While the fund will only invest in markets where these restrictions are considered acceptable by the investment adviser, a country could impose new or additional repatriation restrictions after the fund’s investment. If this happened, the fund’s response might include, among other things, applying to the appropriate authorities for a waiver of the restrictions or engaging in transactions in other markets designed to offset the risks of decline in that country. Such restrictions will be considered in relation to the fund’s liquidity needs and other factors. Further, some attractive equity securities may not be available to the fund if foreign shareholders already hold the maximum amount legally permissible.

While government involvement in the private sector varies in degree among developing countries, such involvement may in some cases include government ownership of companies in certain sectors, wage and price controls or imposition of trade barriers and other protectionist measures. With respect to any developing country, there is no guarantee that some future economic or political crisis will not lead to price controls, forced mergers of companies, expropriation, or creation of government monopolies to the possible detriment of the fund’s investments.

Fluctuations in inflation rates — Rapid fluctuations in inflation rates may have negative impacts on the economies and securities markets of certain emerging market countries.

Less developed securities markets — Emerging markets may be less well-developed than other markets. These markets have lower trading volumes than the securities markets of more developed countries and may be unable to respond effectively to increases in trading volume. Consequently, these markets may be substantially less liquid than those of more developed countries, and the securities of issuers located in these markets may have limited marketability. These factors may make prompt liquidation of substantial portfolio holdings difficult or impossible at times.

Settlement risks — Settlement systems in developing countries are generally less well organized than those of developed markets. Supervisory authorities may also be unable to apply standards comparable to those in developed markets. Thus, there may be risks that settlement may be delayed and that cash or securities belonging to the fund may be in jeopardy because of failures of or defects in the systems. In particular, market practice may require that payment be made before receipt of the security being purchased or that delivery of a security be made before payment is received. In such cases, default by a broker or bank (the “counterparty”) through whom the transaction is effected might cause the fund to suffer a loss. The fund will seek, where possible, to use counterparties whose financial status is such that this risk is reduced. However, there can be no certainty that the fund will be successful in eliminating this risk, particularly as counterparties operating in developing countries frequently lack the standing or financial resources of those in developed countries. There may also be a danger that, because of uncertainties in the operation of settlement systems in individual markets, competing claims may arise with respect to securities held by or to be transferred to the fund.

International Growth and Income Fund — Page 5


 
 

 

Insufficient market information — The fund may encounter problems assessing investment opportunities in certain emerging markets in light of limitations on available information and different accounting, auditing and financial reporting standards. In such circumstances, the fund’s investment adviser will seek alternative sources of information, and to the extent the investment adviser is not satisfied with the sufficiency of the information obtained with respect to a particular market or security, the fund will not invest in such market or security.

Taxation — Taxation of dividends, interest and capital gains received by the fund varies among developing countries and, in some cases, is comparatively high. In addition, developing countries typically have less well-defined tax laws and procedures and such laws may permit retroactive taxation so that the fund could become subject in the future to local tax liability that it had not reasonably anticipated in conducting its investment activities or valuing its assets.

Litigation — The fund and its shareholders may encounter substantial difficulties in obtaining and enforcing judgments against individuals residing outside of the U.S. and companies domiciled outside of the U.S.

Fraudulent securities — Securities purchased by the fund may subsequently be found to be fraudulent or counterfeit, resulting in a loss to the fund.

Investing through Stock Connect — The fund may invest in China A-shares of certain Chinese companies listed and traded on the Shanghai Stock Exchange and on the Shenzhen Stock Exchange (together, the “Exchanges”) through the Shanghai-Hong Kong Stock Connect Program and the Shenzhen-Hong Kong Stock Connect Program, respectively (together, “Stock Connect”). Stock Connect is a securities trading and clearing program developed by the Exchange of Hong Kong, the Exchanges and the China Securities Depository and Clearing Corporation Limited. Stock Connect facilitates foreign investment in the People’s Republic of China (“PRC”) via brokers in Hong Kong. Persons investing through Stock Connect are subject to PRC regulations and Exchange listing rules, among others. These could include limitations on or suspension of trading. These regulations are relatively new and subject to changes which could adversely impact the fund’s rights with respect to the securities. As Stock Connect is relatively new, there are no assurances that the necessary systems to run the program will function properly. Stock Connect is subject to aggregate and daily quota limitations on purchases and the fund may experience delays in transacting via Stock Connect. The fund’s shares are held in an omnibus account and registered in nominee name. Please also see the sections on risks relating to investing outside the U.S. and investing in emerging markets.

Synthetic local access instruments — Participation notes, market access warrants and other similar structured investment vehicles (collectively, “synthetic local access instruments”) are instruments used by investors to obtain exposure to equity investments in local markets where direct ownership by foreign investors is not permitted or is otherwise restricted by local law. Synthetic local access instruments, which are generally structured and sold over-the-counter by a local branch of a bank or broker-dealer that is permitted to purchase equity securities in the local market, are designed to replicate exposure to one or more underlying equity securities. The price and performance of a synthetic local access instrument are normally intended to track the price and performance of the underlying equity assets as closely as possible. However, there can be no assurance that the results of synthetic local access instruments will replicate exactly the performance of the underlying securities due to transaction costs, taxes and other fees and expenses. The holder of a synthetic local access instrument may also be entitled to receive any dividends paid in connection with the underlying equity assets, but usually does not receive voting rights as it would if such holder directly owned the underlying assets.

Investments in synthetic local access instruments involve the same risks associated with a direct investment in the shares of the companies the instruments seek to replicate, including, in particular,

International Growth and Income Fund — Page 6


 
 

 

the risks associated with investing outside the United States. Synthetic local access instruments also involve risks that are in addition to the risks normally associated with a direct investment in the underlying equity securities. For instance, synthetic local access instruments represent unsecured, unsubordinated contractual obligations of the banks or broker-dealers that issue them. Consequently, a purchaser of a synthetic local access instrument relies on the creditworthiness of such a bank or broker-dealer counterparty and has no rights under the instrument against the issuer of the underlying equity securities. Additionally, there is no guarantee that a liquid market for a synthetic local access instrument will exist or that the issuer of the instrument will be willing to repurchase the instrument when an investor wishes to sell it.

Investing in smaller capitalization stocks — The fund may invest in the stocks of smaller capitalization companies. 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 less liquid or illiquid (and therefore have to be sold at a discount from current prices or sold in small lots over an extended period of time), may be followed by fewer investment research analysts and may be subject to wider price swings, thus creating a greater chance of loss than securities of larger capitalization companies.

Currency transactions — The fund may enter into currency transactions on a spot (i.e., cash) basis at the prevailing rate in the currency exchange market to provide for the purchase or sale of a currency needed to purchase a security denominated in such currency. In addition, the fund may enter into forward currency contracts to protect against changes in currency exchange rates, to increase exposure to a particular foreign currency, to shift exposure to currency fluctuations from one currency to another or to seek to increase returns. 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. Some forward currency contracts, called non-deliverable forwards or NDFs, do not call for physical delivery of the currency and are instead settled through cash payments. Forward currency contracts are typically privately negotiated and traded in the interbank market between large commercial banks (or other currency traders) and their customers. Although forward contracts entered into by the fund will typically involve the purchase or sale of a currency against the U.S. dollar, the fund also may purchase or sell a non-U.S. currency against another non-U.S. currency.

Currency exchange rates generally are determined by forces of supply and demand in the foreign exchange markets and the relative merits of investment in different countries as viewed from an international perspective. Currency exchange rates, as well as foreign currency transactions, can also be affected unpredictably by intervention by U.S. or foreign governments or central banks or by currency controls or political developments in the United States or abroad. Such intervention or other events could prevent the fund from entering into foreign currency transactions, force the fund to exit such transactions at an unfavorable time or price or result in penalties to the fund, any of which may result in losses to the fund.

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

International Growth and Income Fund — Page 7


 
 

 

The realization of gains or losses on foreign currency transactions will usually be a function of the investment adviser’s ability to accurately estimate currency market movements. Entering into forward currency transactions may change the fund’s exposure to currency exchange rates and could result in losses to the fund if currencies do not perform as expected by the fund’s investment adviser. For example, if the fund’s investment adviser increases the fund’s exposure to a foreign currency using forward contracts and that foreign currency’s value declines, the fund may incur a loss. In addition, 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.

Forward currency contracts may give rise to leverage, or exposure to potential gains and losses in excess of the initial amount invested. Leverage magnifies gains and losses and could cause the fund to be subject to more volatility than if it had not been leveraged, thereby resulting in a heightened risk of loss. The fund will segregate liquid assets that will be marked to market daily to meet its forward contract commitments to the extent required by the U.S. Securities and Exchange Commission.

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

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

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

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

Sensitivity to interest rate and economic changes — Debt securities may be sensitive to economic changes, political and corporate developments, and interest rate changes. In addition, during an economic downturn or a period of rising interest rates, issuers that are highly leveraged may experience increased financial stress that could adversely affect their ability to meet projected business goals, to obtain additional financing and to service their principal and interest payment obligations. Periods of economic change and uncertainty also

International Growth and Income Fund — Page 8


 
 

 

can be expected to result in increased volatility of market prices and yields of certain debt securities and derivative instruments. For example, during the financial crisis of 2007-2009, the Federal Reserve implemented a number of economic policies that impacted, and may continue to impact, interest rates and the market. These policies, as well as potential actions by governmental entities both in and outside of the U.S., may expose fixed income markets to heightened volatility and may reduce liquidity for certain investments, which could cause the value of the fund’s portfolio to decline.

Payment expectations — Debt securities may contain redemption or call provisions. If an issuer exercises these provisions in a lower interest rate market, the fund may 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 reflect actual outcomes. There can be a lag between the time of developments relating to an issuer and the time a rating is assigned and updated. The investment adviser considers these ratings of securities as one of many criteria in making its investment decisions.

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

Securities with equity and debt characteristics — Certain securities have a combination of equity and debt characteristics. Such securities may at times behave more like equity than debt or vice versa.

Preferred stock — Preferred stock represents an equity interest in an issuer that generally entitles the holder to receive, in preference to common stockholders and the holders of certain other stocks, dividends and a fixed share of the proceeds resulting from a liquidation of the issuer. Preferred stocks may pay fixed or adjustable rates of return, and preferred stock dividends may be cumulative or non-cumulative and participating or non-participating. Cumulative dividend provisions require all or a portion of prior unpaid dividends to be paid before dividends can be paid to the issuer’s common stockholders, while prior unpaid dividends on non-cumulative preferred stock are forfeited. Participating preferred stock may be entitled to a dividend exceeding the issuer’s declared dividend in certain cases, while non-participating preferred stock is entitled only to the stipulated dividend. Preferred stock is subject to issuer-specific and market risks applicable generally to equity securities. As with debt securities, the prices and yields of preferred stocks often move with changes in interest

International Growth and Income Fund — Page 9


 
 

 

rates and the issuer’s credit quality. Additionally, a company’s preferred stock typically pays dividends only after the company makes required payments to holders of its bonds and other debt. Accordingly, the price of preferred stock will usually react more strongly than bonds and other debt to actual or perceived changes in the issuing company’s financial condition or prospects. Preferred stock of smaller companies may be more vulnerable to adverse developments than preferred stock of larger companies.

Convertible securities — A convertible security is a debt obligation, preferred stock or other security that may be converted, within a specified period of time and at a stated conversion rate, into common stock or other equity securities of the same or a different issuer. The conversion may occur automatically upon the occurrence of a predetermined event or at the option of either the issuer or the security holder. Under certain circumstances, a convertible security may also be called for redemption or conversion by the issuer after a particular date and at predetermined price specified upon issue. If a convertible security held by the fund is called for redemption or conversion, the fund could be required to tender the security for redemption, convert it into the underlying common stock, or sell it to a third party.

The holder of a convertible security is generally entitled to participate in the capital appreciation resulting from a market price increase in the issuer’s common stock and to receive interest paid or accrued until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to non-convertible debt or preferred securities, as applicable. Convertible securities rank senior to common stock in an issuer’s capital structure and, therefore, normally entail less risk than the issuer’s common stock. However, convertible securities may also be subordinate to any senior debt obligations of the issuer, and, therefore, an issuer’s convertible securities may entail more risk than such senior debt obligations. Convertible securities usually offer lower interest or dividend yields than non-convertible debt securities of similar credit quality because of the potential for capital appreciation. In addition, convertible securities are often lower-rated securities.

Because of the conversion feature, the price of a convertible security will normally fluctuate in some proportion to changes in the price of the underlying asset, and, accordingly, convertible securities are subject to risks relating to the activities of the issuer and/or general market and economic conditions. The income component of a convertible security may cushion the security against declines in the price of the underlying asset but may also cause the price of the security to fluctuate based upon changes in interest rates and the credit quality of the issuer. As with a straight fixed income security, the price of a convertible security tends to increase when interest rates decline and decrease when interest rates rise. Like the price of a common stock, the price of a convertible security also tends to increase as the price of the underlying stock rises and to decrease as the price of the underlying stock declines.

Hybrid securities — A hybrid security is a type of security that also has equity and debt characteristics. Like equities, which have no final maturity, a hybrid security may be perpetual. On the other hand, like debt securities, a hybrid security may be callable at the option of the issuer on a date specified at issue. Additionally, like common equities, which may stop paying dividends at virtually any time without violating any contractual terms or conditions, hybrids typically allow for issuers to withhold payment of interest until a later date or to suspend coupon payments entirely without triggering an event of default. Hybrid securities are normally at the bottom of an issuer’s debt capital structure because holders of an issuer’s hybrid securities are structurally subordinated to the issuer’s senior creditors. In bankruptcy, hybrid security holders should only get paid after all senior creditors of the issuer have been paid but before any disbursements are made to the issuer’s equity holders. Accordingly, hybrid securities may be more sensitive to economic changes than more senior debt securities. Such

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securities may also be viewed as more equity-like by the market when the issuer or its parent company experiences financial difficulties.

Contingent convertible securities, which are also known as contingent capital securities, are a form of hybrid security that are intended to either convert into equity or have their principal written down upon the occurrence of certain trigger events. One type of contingent convertible security has characteristics designed to absorb losses, by providing that the liquidation value of the security may be adjusted downward to below the original par value or written off entirely under certain circumstances. For instance, if losses have eroded the issuer’s capital level below a specified threshold, the liquidation value of the security may be reduced in whole or in part. The write-down of the security’s par value may occur automatically and would not entitle holders to institute bankruptcy proceedings against the issuer. In addition, an automatic write-down could result in a reduced income rate if the dividend or interest payment associated with the security is based on the security’s par value. Such securities may, but are not required to, provide for circumstances under which the liquidation value of the security may be adjusted back up to par, such as an improvement in capitalization or earnings. Another type of contingent convertible security provides for mandatory conversion of the security into common shares of the issuer under certain circumstances. The mandatory conversion might relate, for example, to the issuer’s failure to maintain a capital minimum. Since the common stock of the issuer may not pay a dividend, investors in such instruments could experience reduced yields (or no yields at all) and conversion would deepen the subordination of the investor, effectively worsening the investor’s standing in the case of the issuer’s insolvency. An automatic write-down or conversion event with respect to a contingent convertible security will typically be triggered by a reduction in the issuer’s capital level, but may also be triggered by regulatory actions, such as a change in regulatory capital requirements, or by other factors.

Warrants and rights — Warrants and rights may be acquired by the fund in connection with other securities or separately. Warrants generally entitle, but do not obligate, their holder to purchase other equity or fixed income securities at a specified price at a later date. Rights are similar to warrants but typically have a shorter duration and are issued by a company to existing holders of its stock to provide those holders the right to purchase additional shares of stock at a later date. Warrants and rights do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of the issuing company. Additionally, a warrant or right ceases to have value if it is not exercised prior to its expiration date. As a result, warrants and rights may be considered more speculative than certain other types of investments. Changes in the value of a warrant or right do not necessarily correspond to changes in the value of its underlying security. The price of a warrant or right may be more volatile than the price of its underlying security, and they therefore present greater potential for capital appreciation and capital loss. The effective price paid for warrants or rights added to the subscription price of the related security may exceed the value of the subscribed security’s market price, such as when there is no movement in the price of the underlying security. The market for warrants or rights may be very limited and it may be difficult to sell them promptly at an acceptable price.

Depositary receipts — Depositary receipts are securities that evidence ownership interests in, and represent the right to receive, a security or a pool of securities that have been deposited with a bank or trust depository. The fund may invest in American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”), and other similar securities. For ADRs, the depository is typically a U.S. financial institution and the underlying securities are issued by a non-U.S. entity. For other depositary receipts, the depository may be a non-U.S. or a U.S. entity, and the underlying securities may be issued by a non-U.S. or a U.S. entity. Depositary receipts will not necessarily be denominated in the same currency as their underlying securities. Generally, ADRs are issued in registered form, denominated in U.S. dollars, and designed for use in the U.S. securities markets. Other depositary receipts, such as EDRs and GDRs, may be issued in bearer form, may be denominated in either U.S. dollars or in non-U.S. currencies, and are primarily designed for use in

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securities markets outside the United States. ADRs, EDRs and GDRs can be sponsored by the issuing bank or trust company or the issuer of the underlying securities. Although the issuing bank or trust company may impose charges for the collection of dividends and the conversion of such securities into the underlying securities, generally no fees are imposed on the purchase or sale of these securities other than transaction fees ordinarily involved with trading stock. Such securities may be less liquid or may trade at a lower price than the underlying securities of the issuer. Additionally, the issuers of securities underlying depositary receipts may not be obligated to timely disclose information that is considered material under the securities laws of the United States. Therefore, less information may be available regarding these issuers than about the issuers of other securities and there may not be a correlation between such information and the market value of the depositary receipts.

Cash and cash equivalents — The fund may hold cash or invest in cash equivalents. Cash equivalents include, but are not limited to: (a) shares of money market or similar funds managed by the investment adviser or its affiliates; (b) shares of other money market funds; (c) commercial paper; (d) 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; (e) savings association and savings bank obligations (for example, bank notes and certificates of deposit issued by savings banks or savings associations); (f) securities of the U.S. government, its agencies or instrumentalities that mature, or that may be redeemed, in one year or less; and (g) higher quality corporate bonds and notes that mature, or that may be redeemed, in one year or less.

Commercial paper — The fund may purchase commercial paper. Commercial paper refers to short-term promissory notes issued by a corporation to finance its current operations. Such securities normally have maturities of thirteen months or less and, though commercial paper is often unsecured, commercial paper may be supported by letters of credit, surety bonds or other forms of collateral. Maturing commercial paper issuances are usually repaid by the issuer from the proceeds of new commercial paper issuances. As a result, investment in commercial paper is subject to rollover risk, or the risk that the issuer cannot issue enough new commercial paper to satisfy its outstanding commercial paper. Like all fixed income securities, commercial paper prices are susceptible to fluctuations in interest rates. If interest rates rise, commercial paper prices will decline and vice versa. However, the short-term nature of a commercial paper investment makes it less susceptible to volatility than many other fixed income securities because interest rate risk typically increases as maturity lengths increase. Commercial paper tends to yield smaller returns than longer-term corporate debt because securities with shorter maturities typically have lower effective yields than those with longer maturities. As with all fixed income securities, there is a chance that the issuer will default on its commercial paper obligations and commercial paper may become illiquid or suffer from reduced liquidity in these or other situations.

Commercial paper in which the fund may invest includes commercial paper issued in reliance on the exemption from registration afforded by Section 4(a)(2) of the 1933 Act. Section 4(a)(2) commercial paper has substantially the same price and liquidity characteristics as commercial paper generally, except that the resale of Section 4(a)(2) commercial paper is limited to institutional investors who agree that they are purchasing the paper for investment purposes and not with a view to public distribution. Technically, such a restriction on resale renders Section 4(a)(2) commercial paper a restricted security under the 1933 Act. In practice, however, Section 4(a)(2) commercial paper typically can be resold as easily as any other unrestricted security held by the fund. Accordingly, Section 4(a)(2) commercial paper has been generally determined to be liquid under procedures adopted by the fund’s board of trustees.

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.

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The fund may enter into roll transactions, such as a mortgage dollar roll where the fund sells mortgage-backed securities for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type, coupon, and maturity) securities on a specified future date, at a pre-determined price. During the period between the sale and repurchase (the “roll period”), the fund forgoes principal and interest paid on the mortgage-backed securities. The fund is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”), if any, as well as by the interest earned on the cash proceeds of the initial sale. The fund could suffer a loss if the contracting party fails to perform the future transaction and the fund is therefore unable to buy back the mortgage-backed securities it initially sold. The fund also takes the risk that the mortgage-backed securities that it repurchases at a later date will have less favorable market characteristics than the securities originally sold (e.g., greater prepayment risk). These transactions are accounted for as purchase and sale transactions, which may increase the fund’s portfolio turnover rate.

With to be announced (TBA) transactions, the particular securities (i.e., specified mortgage pools) to be delivered or received are not identified at the trade date, but are “to be announced” at a later settlement date. However, securities to be delivered must meet specified criteria, including face value, coupon rate and maturity, and be within industry-accepted “good delivery” standards.

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

Repurchase agreements — The fund may enter into repurchase agreements, or “repos”, under which the fund buys a security and obtains a simultaneous commitment from the seller to repurchase the security at a specified time and price. Because the security purchased constitutes collateral for the repurchase obligation, a repo may be considered a loan by the fund that is collateralized by the security purchased. Repos permit the fund to maintain liquidity and earn income over periods of time as short as overnight.

The seller must maintain with a custodian collateral equal to at least the repurchase price, including accrued interest. In tri-party repos, a third party custodian, called a clearing bank, facilitates repo clearing and settlement, including by providing collateral management services. However, as an alternative to tri-party repos, the fund could enter into bilateral repos, where the parties themselves are responsible for settling transactions.

The fund will only enter into repos involving securities of the type in which it could otherwise invest. If the seller under the repo defaults, the fund may incur a loss if the value of the collateral securing the repo has declined and may incur disposition costs and delays 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 — Real estate investment trusts ("REITs"), which primarily invest in real estate or real estate-related loans, may issue equity or debt securities. Equity REITs own real estate

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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, as amended (the “1933 Act”), or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it may be permitted to sell a security under an effective registration statement. Difficulty in selling such securities may result in a loss to the fund or cause it to incur additional administrative costs.

Some fund holdings (including some restricted securities) may be deemed illiquid if the fund expects that a reasonable portion of the holding cannot be sold in seven calendar days or less without the sale significantly changing the market value of the investment. The determination of whether a holding is considered illiquid is made by the fund’s adviser under a liquidity risk management program adopted by the fund’s board and administered by the fund’s adviser. The fund may incur significant additional costs in disposing of illiquid securities.

Cybersecurity risks — With the increased use of technologies such as the Internet to conduct business, the fund has become potentially more susceptible to operational and information security risks through breaches in cybersecurity. In general, a breach in cybersecurity can result from either a deliberate attack or an unintentional event. Cybersecurity breaches may involve, among other things, infection by computer viruses or other malicious software code or unauthorized access to the fund’s digital information systems, networks or devices through “hacking” or other means, in each case for the purpose of misappropriating assets or sensitive information (including, for example, personal shareholder information), corrupting data or causing operational disruption or failures in the physical infrastructure or operating systems that support the fund. Cybersecurity risks also include the risk of losses of service resulting from external attacks that do not require unauthorized access to the fund’s systems, networks or devices. For example, denial-of-service attacks on the investment adviser’s or an affiliate’s website could effectively render the fund’s network services unavailable to fund shareholders and other intended end-users. Any such cybersecurity breaches or losses of service may cause the fund to lose proprietary information, suffer data corruption or lose operational capacity, which, in turn, could cause the fund to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures and/or financial loss. While the fund and its investment adviser have established business continuity plans and risk management systems designed to prevent or reduce the impact of cybersecurity attacks, there are inherent limitations in such plans and systems due in part to the ever-changing nature of technology and cybersecurity attack tactics, and there is a possibility that certain risks have not been adequately identified or prepared for.

In addition, cybersecurity failures by or breaches of the fund’s third-party service providers (including, but not limited to, the fund’s investment adviser, transfer agent, custodian, administrators and other financial intermediaries) may disrupt the business operations of the service providers and of the fund, potentially resulting in financial losses, the inability of fund shareholders to transact business with the fund and of the fund to process transactions, the inability of the fund to calculate its net asset value, violations of applicable privacy and other laws, rules and regulations, regulatory fines, penalties, reputational damage, reimbursement or other compensatory costs and/or additional compliance costs associated with implementation of any corrective measures. The fund and its shareholders could be negatively impacted as a result of any such cybersecurity breaches, and there can be no assurance that

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the fund will not suffer losses relating to cybersecurity attacks or other informational security breaches affecting the fund’s third-party service providers in the future, particularly as the fund cannot control any cybersecurity plans or systems implemented by such service providers.

Cybersecurity risks may also impact issuers of securities in which the fund invests, which may cause the fund’s investments in such issuers to lose value.

Interfund borrowing and lending — Pursuant to an exemptive order issued by the U.S. Securities and Exchange Commission, the fund may lend money to, and borrow money from, other funds advised by Capital Research and Management Company or its affiliates. The fund will borrow through the program only when the costs are equal to or lower than the costs of bank loans. The fund will lend through the program only when the returns are higher than those available from an investment in repurchase agreements. Interfund loans and borrowings normally extend overnight, but can have a maximum duration of seven days. Loans may be called on one day's notice. The fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.

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Securities lending activities – The fund may lend portfolio securities to brokers, dealers or other institutions that provide cash or U.S. Treasury securities as collateral in an amount at least equal to the value of the securities loaned. While portfolio securities are on loan, the fund will continue to receive the equivalent of the interest and the dividends or other distributions paid by the issuer on the securities, as well as a portion of the interest on the investment of the collateral. Additionally, although the fund will not have the right to vote on securities while they are on loan, the fund has a right to consent on corporate actions and a right to recall each loan to vote on proposals, including proposals involving material events affecting securities loaned. The fund has delegated the decision to lend portfolio securities to the investment adviser. The adviser also has the discretion to consent on corporate actions and to recall securities on loan to vote. In the event the adviser deems a corporate action or proxy vote material, as determined by the adviser based on factors relevant to the fund, it will use reasonable efforts to recall the securities and consent to or vote on the matter.  

Securities lending involves risks, including the risk that the loaned securities may not be returned in a timely manner or at all and/or the risk of a loss of rights in the collateral if a borrower or the lending agent defaults. These risks could be greater for non-U.S. securities. Additionally, the fund may lose money from the reinvestment of collateral received on loaned securities in investments that decline in value, default or do not perform as expected. The fund will make loans only to parties deemed by the fund’s adviser to be in good standing and when, in the adviser’s judgment, the income earned would justify the risks.

JPMorgan Chase Bank, N.A. (“JPMorgan”) serves as securities lending agent for the fund. As the securities lending agent, JPMorgan administers the fund’s securities lending program pursuant to the terms of a securities lending agent agreement entered into between the fund and JPMorgan. Under the terms of the agreement, JPMorgan is responsible for making available to approved borrowers securities from the fund’s portfolio. JPMorgan is also responsible for the administration and management of the fund’s securities lending program, including the preparation and execution of an agreement with each borrower governing the terms and conditions of any securities loan, ensuring that securities loans are properly coordinated and documented, ensuring that loaned securities are valued daily and that the corresponding required collateral is delivered by the borrowers, arranging for the investment of collateral received from borrowers, and arranging for the return of loaned securities to the fund in accordance with the fund’s instructions or at loan termination. As compensation for its services, JPMorgan receives a portion of the amount earned by the fund for lending securities.

The fund did not engage in any securities lending activities during the most recently completed fiscal year.

* * * * * *

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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. Higher portfolio turnover may involve correspondingly greater transaction costs in the form of dealer spreads or brokerage commissions. It may also result in the realization of net capital gains, which are taxable when distributed to shareholders, unless the shareholder is exempt from taxation or his or her account is tax-favored.

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

The fund’s portfolio turnover rates for the fiscal years ended June 30, 2020 and 2019 were 35% and 35%, respectively. The portfolio turnover rate would equal 100% if each security in a fund’s portfolio were replaced once per year. See “Financial highlights” in the prospectus for the fund’s annual portfolio turnover rate for each of the last five fiscal periods.

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Fund policies

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

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

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

a. Borrow money;

b. Issue senior securities;

c. Underwrite the securities of other issuers;

d. Purchase or sell real estate or commodities;

e. Make loans; or

f. Purchase the securities of any issuer if, as a result of such purchase, the fund’s investments would be concentrated in any particular industry.

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

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

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

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

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

For purposes of fundamental policies 1a and 1e, the fund may borrow money from, or loan money to, other funds managed by Capital Research and Management Company or its affiliates to the extent permitted by applicable law and an exemptive order issued by the SEC.

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

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

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

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

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Management of the fund

Board of trustees and officers

Independent trustees1

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

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

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

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Name, year of birth and position with fund (year first elected as a trustee2) Principal
occupation(s)
during the
past five years
Number of
portfolios in fund complex
overseen
by
trustee3
Other directorships4 held
by trustee during
the past five years
Other relevant
experience
William H. Baribault, 1945
Trustee (2012)
Chairman of the Board and CEO, Oakwood Advisors (private investment and consulting); former CEO and President, Richard Nixon Foundation 89 General Finance Corporation

·  Service as chief executive officer for multiple companies

·  Corporate board experience

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

Michael C. Camuñez, 1969
Trustee (2019)
President and CEO, Monarch Global Strategies LLC, previously ManattJones Global Strategies (international consulting); former Assistant Secretary of Commerce, U.S. Department of Commerce 4

Edison International/

Southern California Edison

·  Senior management experience

·  Former Special Counsel to the President, The White House

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

·  Corporate board experience

·  JD

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Name, year of birth and position with fund (year first elected as a trustee2) Principal
occupation(s)
during the
past five years
Number of
portfolios in fund complex
overseen
by
trustee3
Other directorships4 held
by trustee during
the past five years
Other relevant
experience
Vanessa C. L. Chang, 1952
Trustee (2012)
Former Director, EL & EL Investments (real estate) 16 Edison International;
Sykes Enterprises;
Transocean Ltd.

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

·  Senior management experience, investment banking

·  Former partner, public accounting firm

·  Corporate board experience

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

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

·  CPA (inactive)

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Name, year of birth and position with fund (year first elected as a trustee2) Principal
occupation(s)
during the
past five years
Number of
portfolios in fund complex
overseen
by
trustee3
Other directorships4 held
by trustee during
the past five years
Other relevant
experience
Linda Griego, 1947
Trustee (2012)
Former President and CEO, Griego Enterprises, Inc. (business management company) 7

ViacomCBS Inc.

Former director of AECOM (until 2019)

·  Former Deputy Mayor, City of Los Angeles

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

·  Service as a chief executive officer, real estate and hospitality businesses

·  Service as a Los Angeles director, Federal Reserve Bank of San Francisco

·  Corporate board experience

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

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Name, year of birth and position with fund (year first elected as a trustee2) Principal
occupation(s)
during the
past five years
Number of
portfolios in fund complex
overseen
by
trustee3
Other directorships4 held
by trustee during
the past five years
Other relevant
experience
Leonade D. Jones, 1947
Trustee (2008)
Retired 10 None

·  Service as treasurer of a diversified media and education company

·  Founder of e-commerce and educational loan exchange businesses

·  Corporate board and investment advisory committee experience

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

·  Service on the Governing Council of the Independent Directors Council

·  JD, MBA

William D. Jones, 1955
Trustee (2008)
Real estate developer/owner, President and CEO, CityLink Investment Corporation (acquires, develops and manages real estate ventures in urban communities) and for the former City Scene Management Company (provided commercial asset management services) 17 Sempra Energy

·  Senior investment and management experience, real estate

·  Corporate board experience

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

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

·  MBA

International Growth and Income Fund — Page 24


 
 

 

         
Name, year of birth and position with fund (year first elected as a trustee2) Principal
occupation(s)
during the
past five years
Number of
portfolios in fund complex
overseen
by
trustee3
Other directorships4 held
by trustee during
the past five years
Other relevant
experience
James J. Postl, 1946
Chairman of the Board (Independent and Non-Executive) (2008)
Retired 4 Former director of Pulte, Inc. (until 2017)

·  Service as chief executive officer for multiple international companies

·  Senior corporate management experience

·  Corporate board experience

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

Josette Sheeran, 1954
Trustee (2019)
President and CEO, Asia Society; United Nations Special Envoy for Haiti 7 None

·  Senior management experience

·  Government service

·  Service on advisory councils and commissions for international and governmental organizations

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

International Growth and Income Fund — Page 25


 
 

 

         
Name, year of birth and position with fund (year first elected as a trustee2) Principal
occupation(s)
during the
past five years
Number of
portfolios in fund complex
overseen
by
trustee3
Other directorships4 held
by trustee during
the past five years
Other relevant
experience
Margaret Spellings, 1957
Trustee (2012)
President and CEO, Texas 2036; former President, Margaret Spellings & Company (public policy and strategic consulting); former President, The University of North Carolina; former President, George W. Bush Foundation 90 Former director of ClubCorp Holdings, Inc. (until 2017)

·  Former U.S. Secretary of Education, U.S. Department of Education

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

·  Former senior advisor to the Governor of Texas

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

Isaac Stein, 1946
Trustee (2008)
Private investor; former President, Waverley Associates (private investment fund); Chairman Emeritus of the Board of Trustees, Stanford University 4 Former director of Alexza Pharmaceuticals, Inc. (until 2016)

·  Service as chief executive officer, apparel company

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

·  Former partner, law firm

·  Corporate board experience

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

·  JD, MBA

International Growth and Income Fund — Page 26


 
 

 

 

Interested trustee(s)5,6

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

       
Name, year of birth
and position with fund
(year first elected
as a trustee/officer2)

Principal occupation(s)
during the past five years

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

Number of
portfolios in fund complex
overseen
by trustee3
Other
directorships4 held
by trustee during
the past five years
Hilda L. Applbaum, 1961
Trustee (2019)
Partner – Capital World Investors, Capital Research and Management Company; Director, The Capital Group Companies, Inc.* 4 None
Gregory D. Johnson, 1963
Trustee (2019)
Partner – Capital World Investors, Capital Research and Management Company; Partner – Capital World Investors, Capital Bank and Trust Company*; Director, Capital Research and Management Company 4 None

International Growth and Income Fund — Page 27


 
 

 

Other officers6

   
Name, year of birth
and position with fund
(year first elected
as an officer2)
Principal occupation(s) during the past five years
and positions held with affiliated entities
or the Principal Underwriter of the fund
Andrew B. Suzman, 1967
Co-President (2008)
Partner – Capital World Investors, Capital Research and Management Company; Partner – Capital World Investors, Capital Bank and Trust Company*
Steven T. Watson, 1955
Co-President (2008)
Partner – Capital International Investors, Capital International, Inc.*; Director, Capital International, Inc.*
Donald Rolfe, 1972
Executive Vice President (2012)
Senior Vice President and Senior Counsel – Fund Business Management Group, Capital Research and Management Company; Secretary, Capital Research and Management Company
Michael Cohen, 1961
Senior Vice President (2019)
Partner – Capital World Investors, Capital Bank and Trust Company*; Partner – Capital World Investors, Capital Research Company*; Chairman and Senior Vice President – Capital International Limited*; Director, Capital Research and Management Company
Patrice Collette, 1967
Senior Vice President (2015)
Partner – Capital World Investors, Capital International, Inc.*
Paul Flynn, 1966
Senior Vice President (2020)
Partner – Capital World Investors, Capital International Sàrl*
Leo Hee, 1971
Senior Vice President (2019)
Partner – Capital World Investors, Capital International, Inc.*
Jason B. Smith, 1972
Senior Vice President (2015)
Partner – Capital World Investors, Capital Research and Management Company
Lisa Thompson, 1965
Senior Vice President (2020)
Partner – Capital International Investors, Capital Research and Management Company; Partner – Capital International Investors, Capital Bank and Trust Company*; Director, Capital Research and Management Company
Michael W. Stockton, 1967
Secretary (2014)
Senior Vice President – Fund Business Management Group, Capital Research and Management Company
Hong T. Le, 1978
Treasurer (2016)
Vice President – Investment Operations, Capital Research and Management Company
Courtney R. Taylor, 1975
Assistant Secretary (2018)
Assistant Vice President – Fund Business Management Group, Capital Research and Management Company
Sandra Chuon, 1972
Assistant Treasurer (2019)
Assistant Vice President – Investment Operations, Capital Research and Management Company
Brian C. Janssen, 1972
Assistant Treasurer (2016)
Vice President – Investment Operations, Capital Research and Management Company
 

* Company affiliated with Capital Research and Management Company.

1 The term independent trustee refers to a trustee who is not an “interested person” of the fund within the meaning of the 1940 Act.

Trustees and officers of the fund serve until their resignation, removal or retirement.

3 Funds managed by Capital Research and Management Company or its affiliates.

4 This includes all directorships/trusteeships (other than those in the American Funds or other funds managed by Capital Research and Management Company or its affiliates) that are held by each trustee as a director/trustee of a public company or a registered investment company. Unless otherwise noted, all directorships/trusteeships are current.

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

6 All of the trustees and/or officers listed, with the exception of Patrice Collette and Jason B. Smith, are officers and/or directors/trustees of one or more of the other funds for which Capital Research and Management Company serves as investment adviser.

The address for all trustees and officers of the fund is 333 South Hope Street, 55th Floor, Los Angeles, California 90071, Attention: Secretary.

International Growth and Income Fund — Page 28


 
 

 

 

Fund shares owned by trustees as of December 31, 2019:

         
Name Dollar range1,2
of fund
shares owned
Aggregate
dollar range1
of shares
owned in
all funds
in the
American Funds
family overseen
by trustee
Dollar
range1,2 of
independent
trustees
deferred compensation3 allocated
to fund
Aggregate
dollar
range1,2 of
independent
trustees
deferred
compensation3 allocated to
all funds
within
American Funds
family overseen
by trustee
Independent trustees
William H. Baribault None Over $100,000 N/A Over $100,000
Michael C. Camuñez $50,001 – $100,000 Over $100,000 $10,001 – $50,000 $50,001 – $100,000
Vanessa C. L. Chang Over $100,000 Over $100,000 N/A N/A
Linda Griego $10,001 – $50,000 Over $100,000 N/A N/A
Leonade D. Jones Over $100,000 Over $100,000 Over $100,000 Over $100,000
William D. Jones $50,001 – $100,000 Over $100,000 $10,001 – $50,000 Over $100,000
James J. Postl Over $100,000 Over $100,000 Over $100,000 Over $100,000
Josette Sheeran None Over $100,000 N/A N/A
Margaret Spellings Over $100,000 Over $100,000 N/A Over $100,000
Isaac Stein Over $100,000 Over $100,000 N/A Over $100,000
     
Name Dollar range1,2
of fund
shares owned
Aggregate
dollar range1
of shares
owned in
all funds
in the
American Funds
family overseen
by trustee
Interested trustees
Hilda L. Applbaum Over $100,000 Over $100,000
Gregory D. Johnson None Over $100,000

1 Ownership disclosure is made using the following ranges: None; $1 – $10,000; $10,001 – $50,000; $50,001 – $100,000; and Over $100,000. The amounts listed for interested trustees include shares owned through The Capital Group Companies, Inc. retirement plan and 401(k) plan.

2  N/A indicates that the listed individual, as of December 31, 2019, was not a trustee of a particular fund, did not allocate deferred compensation to the fund or did not participate in the deferred compensation plan.

3 Eligible trustees may defer their compensation under a nonqualified deferred compensation plan. Amounts deferred by the trustee accumulate at an earnings rate determined by the total return of one or more American Funds as designated by the trustee.

International Growth and Income Fund — Page 29


 
 

 

 

Trustee compensation — No compensation is paid by the fund to any officer or trustee who is a director, officer or employee of the investment adviser or its affiliates. Except for the independent trustees listed in the “Board of trustees and officers — Independent trustees” table under the “Management of the fund” section in this statement of additional information, all other officers and trustees of the fund are directors, officers or employees of the investment adviser or its affiliates. The boards of funds advised by the investment adviser typically meet either individually or jointly with the boards of one or more other such funds with substantially overlapping board membership (in each case referred to as a “board cluster”). The fund typically pays each independent trustee an annual retainer fee based primarily on the total number of board clusters on which that independent trustee serves.

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

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

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

International Growth and Income Fund — Page 30


 
 

 

 

Trustee compensation earned during the fiscal year ended June 30, 2020:

     
Name Aggregate compensation
(including voluntarily
deferred compensation1)
from the fund
Total compensation (including
voluntarily deferred
compensation1)
from all funds managed by
Capital Research and
Management
Company or its affiliates
William H. Baribault2 $26,336 $404,000
Michael C. Camuñez2 35,775 238,500
Vanessa C. L. Chang 26,204 391,500
Linda Griego 26,179 321,500
Leonade D. Jones2 23,708 384,301
William D. Jones2 24,692 446,500
James J. Postl2 44,972 288,500
Josette Sheeran2 24,807 296,500
Margaret Spellings2 23,107 480,476
Isaac Stein2 35,253 233,500

Amounts may be deferred by eligible trustees under a nonqualified deferred compensation plan adopted by the fund in 2008. Deferred amounts accumulate at an earnings rate determined by the total return of one or more American Funds as designated by the trustees. Compensation shown in this table for the fiscal year ended June 30, 2020 does not include earnings on amounts deferred in previous fiscal years. See footnote 2 to this table for more information.

2  Since the deferred compensation plan’s adoption, the total amount of deferred compensation accrued by the fund (plus earnings thereon) through the end of the 2020 fiscal year for participating trustees is as follows: William H. Baribault ($14,002), Michael C. Camuñez ($15,806), Leonade D. Jones ($389,718), William D. Jones ($30,452), James J. Postl ($751,613), Josette Sheeran ($5,024), Margaret Spellings ($99,008) and Isaac Stein ($812,926). Amounts deferred and accumulated earnings thereon are not funded and are general unsecured liabilities of the fund until paid to the trustees.

Fund organization and the board of trustees — The fund, an open-end, diversified management investment company, was organized as a Maryland corporation on July 2, 2008, and reorganized as a Delaware statutory trust on March 1, 2010. All fund operations are supervised by the fund’s board of trustees which meets periodically and performs duties required by applicable state and federal laws.

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

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

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

International Growth and Income Fund — Page 31


 
 

 

(Virginia529SM) will vote any proxies relating to the fund’s Class 529 shares. In addition, the trustees have the authority to establish new series and classes of shares, and to split or combine outstanding shares into a greater or lesser number, without shareholder approval.

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

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

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

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

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

Committees of the fund’s board, which are comprised of independent board members, none of whom is an “interested person” of the fund within the meaning of the 1940 Act, as well as joint committees of independent board members of funds managed by Capital Research and Management Company, also explore risk management procedures in particular areas and then report back to the full board. For example, the fund’s audit committee oversees the processes and certain attendant risks relating to financial reporting, valuation of fund assets, and related controls. Similarly, a joint review and advisory committee oversees certain risk controls relating to the fund’s transfer agency services.

Not all risks that may affect the fund can be identified or processes and controls developed to eliminate or mitigate their effect. Moreover, it is necessary to bear certain risks (such as investment-

International Growth and Income Fund — Page 32


 
 

 

related risks) to achieve the fund’s objectives. As a result of the foregoing and other factors, the ability of the fund’s service providers to eliminate or mitigate risks is subject to limitations.

Committees of the board of trustees — The fund has an audit committee comprised of William H. Baribault, Michael C. Camuñez, Vanessa C. L. Chang, Leonade D. Jones, Josette Sheeran and Margaret Spellings. The committee provides oversight regarding the fund’s accounting and financial reporting policies and practices, its internal controls and the internal controls of the fund’s principal service providers. The committee acts as a liaison between the fund’s independent registered public accounting firm and the full board of trustees. The audit committee held five meetings during the 2020 fiscal year.

The fund has a contracts committee comprised of all of its independent board members. The committee’s principal function is to request, review and consider the information deemed necessary to evaluate the terms of certain agreements between the fund and its investment adviser or the investment adviser’s affiliates, such as the Investment Advisory and Service Agreement, Principal Underwriting Agreement, Administrative Services Agreement and Plans of Distribution adopted pursuant to rule 12b-1 under the 1940 Act, that the fund may enter into, renew or continue, and to make its recommendations to the full board of trustees on these matters. The contracts committee held one meeting during the 2020 fiscal year.

The fund has a nominating and governance committee comprised of Linda Griego, Leonade D. Jones, William D. Jones, James J. Postl, Margaret Spellings and Isaac Stein. The committee periodically reviews such issues as the board’s composition, responsibilities, committees, compensation and other relevant issues, and recommends any appropriate changes to the full board of trustees. The committee also coordinates annual self-assessments of the board and evaluates, selects and nominates independent trustee candidates to the full board of trustees. While the committee normally is able to identify from its own and other resources an ample number of qualified candidates, it will consider shareholder suggestions of persons to be considered as nominees to fill future vacancies on the board. Such suggestions must be sent in writing to the nominating and governance committee of the fund, addressed to the fund’s secretary, and must be accompanied by complete biographical and occupational data on the prospective nominee, along with a written consent of the prospective nominee for consideration of his or her name by the committee. The nominating and governance committee held two meetings during the 2020 fiscal year.

Proxy voting procedures and principles — The fund’s investment adviser, in consultation with the fund’s board, has adopted Proxy Voting Procedures and Principles (the “Principles”) with respect to voting proxies of securities held by the fund, other American Funds and American Funds Insurance Series. The complete text of these principles is available at capitalgroup.com. Proxies are voted by a committee of the appropriate equity investment division of the investment adviser under authority delegated by the funds’ boards. The boards of American Funds have established a Joint Proxy Committee (“JPC”) composed of independent board members from each American Funds board. The JPC’s role is to facilitate appropriate oversight of the proxy voting process and provide valuable input on corporate governance and related matters.

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.

International Growth and Income Fund — Page 33


 
 

 

The investment adviser seeks to vote all U.S. proxies; however, in certain circumstances it may be impracticable or impossible to do so. Proxies for companies outside the U.S. also are voted, provided there is sufficient time and information available. Certain regulators have granted investment limit relief to the investment adviser and its affiliates, conditioned upon limiting its voting power to specific voting ceilings. To comply with these voting ceilings, the investment adviser will scale back its votes across all funds and clients on a pro-rata basis based on assets. After a proxy statement is received, the investment adviser prepares a summary of the proposals contained in the proxy statement. A notation of any potential conflicts of interest also is included in the summary (see below for a description of Capital Research and Management Company’s special review procedures).

For proxies of securities managed by a particular equity investment division of the investment adviser, the initial voting recommendation is made by one or more of the division’s investment analysts familiar with the company and industry. A second recommendation is made by a proxy coordinator (an investment analyst or other individual with experience in corporate governance and proxy voting matters) within the appropriate investment division, based on knowledge of these Principles and familiarity with proxy-related issues. The proxy summary and voting recommendations are made available to the appropriate proxy voting committee for a final voting decision. In cases where a fund is co-managed and a security is held by more than one of the investment adviser’s equity investment divisions, the divisions may develop different voting recommendations for individual ballot proposals. If this occurs, and if permitted by local market conventions, the fund’s position will generally be voted proportionally by divisional holding, according to their respective decisions. Otherwise, the outcome will be determined by the equity investment division or divisions with the larger position in the security as of the record date for the shareholder meeting.

In addition to its proprietary proxy voting, governance and executive compensation research, Capital Research and Management Company may utilize research provided by Institutional Shareholder Services, Glass-Lewis & Co. or other third-party advisory firms on a case-by-case basis. It does not, as a policy, follow the voting recommendations provided by these firms. It periodically assesses the information provided by the advisory firms and reports to the JPC, as appropriate.

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

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

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

International Growth and Income Fund — Page 34


 
 

 

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 such year (a) without charge, upon request by calling American Funds Service Company at (800) 421-4225, (b) on the Capital Group website and (c) on the SEC’s website at sec.gov.

The following summary sets forth the general positions of American Funds, American Funds Insurance Series and the investment adviser on various proposals. A copy of the full Principles is available upon request, free of charge, by calling American Funds Service Company or visiting the Capital Group 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 or if, in the opinion of the investment adviser, such nominee has not fulfilled his or her fiduciary duty. Separation of the chairman and CEO positions also may be supported.

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

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

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

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

International Growth and Income Fund — Page 35


 
 

 

 

Principal fund shareholders — The following table identifies those investors who own of record, or are known by the fund to own beneficially, 5% or more of any class of its shares as of the opening of business on August 1, 2020. Unless otherwise indicated, the ownership percentages below represent ownership of record rather than beneficial ownership.

       
NAME AND ADDRESS OWNERSHIP OWNERSHIP PERCENTAGE
EDWARD D JONES & CO
FOR THE BENEFIT OF CUSTOMERS
OMNIBUS ACCOUNT
SAINT LOUIS MO
RECORD CLASS A 43.19%
  CLASS C 9.44
  CLASS F-3 80.07
  CLASS 529-A 16.79
  CLASS 529-C 6.93
       
PERSHING LLC
OMNIBUS ACCOUNT
JERSEY CITY NJ
RECORD CLASS A 7.09
  CLASS C 9.28
  CLASS F-1 6.30
  CLASS F-2 30.66
       
CHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS #1
SAN FRANCISCO CA
RECORD CLASS A 5.63
  CLASS F-1 6.41
  CLASS F-2 6.53
       
WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
SAINT LOUIS MO
RECORD CLASS A 5.36
  CLASS C 9.47
  CLASS F-1 5.03
     
       
RAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
HOUSE ACCOUNT
ST PETERSBURG FL
RECORD CLASS C 7.80
  CLASS F-1 7.70
  CLASS F-2 15.57
  CLASS 529-C 6.88
    CLASS 529-F-1 5.54
       
NATIONAL FINANCIAL SERVICES LLC
FOR EXCLUSIVE BEN OF OUR CUSTOMERS
OMNIBUS ACCOUNT
JERSEY CITY NJ
RECORD CLASS C 6.13
  CLASS F-1 15.68
  CLASS F-2 15.32
  CLASS F-3 5.91
       
STIFEL NICOLAUS & CO INC
EXCLUSIVE BENEFIT OF CUSTOMERS
OMNIBUS ACCOUNT
SAINT LOUIS MO
RECORD CLASS C 6.06
     
     
     
       
MORGAN STANLEY SMITH BARNEY LLC
FOR THE BENEFIT OF ITS CUSTOMERS
OMNIBUS ACCOUNT
NEW YORK NY
RECORD CLASS C 6.05
  CLASS 529-A 7.64
  CLASS 529-C 10.60
     
       

International Growth and Income Fund — Page 36


 
 

 

       
NAME AND ADDRESS OWNERSHIP OWNERSHIP PERCENTAGE
TD AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS
OMNIBUS ACCOUNT
OMAHA NE
RECORD CLASS F-1 18.57
     
     
     
       
CHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FOR EXCLUSIVE
BENEFIT OF CUSTOMERS - RIA ACCT #2
SAN FRANCISCO CA
RECORD CLASS F-1 16.21
     
     
     
       
CHARLES SCHWAB & CO INC
OMNIBUS ACCOUNT #3
SAN FRANCISCO CA
RECORD CLASS F-3 5.43
     
     
       
TOMS RIVER BOE NJ
403B PLAN
DENVER CO
RECORD
BENEFICIAL
CLASS R-1 9.24
   
     
       
BERMUDIAN SPRINGS SCHOOL DISTRICT
403B PLAN
DENVER CO
RECORD
BENEFICIAL
CLASS R-1 7.45
   
     
       
401K PLAN
SAN MARINO CA
BENEFICIAL CLASS R-1 7.17
   
       
GLOBAL CONSTRUCTION INC
RETIREMENT PLAN
IRWINDALE CA
RECORD
BENEFICIAL
CLASS R-1 6.17
     
     
       
CAPITAL RESEARCH & MANAGMENT CO
CORPORATE ACCOUNT
IRVINE CA
RECORD CLASS R-1 5.81
     
     
       
ADP ACCESS PRODUCT
401K PLAN
BOSTON MA
RECORD
BENEFICIAL
CLASS R-2E 88.63
CLASS R-3 23.55
     
       
AMERITAS LIFE INSURANCE CORP
SEPARATE ACCOUNT D 401K #1
LINCOLN NE
RECORD
BENEFICIAL
CLASS R-4 19.04
   
     
       
AMERITAS LIFE INSURANCE CORP
SEPARATE ACCOUNT G 401K #2
LINCOLN NE
RECORD
BENEFICIAL
CLASS R-4 5.72
   
     
       
NATIONAL FINANCIAL SERVICES LLC
401K PLAN #1
JERSEY CITY NJ
RECORD
BENEFICIAL
CLASS R-5 29.82
     

International Growth and Income Fund — Page 37


 
 

 

       
NAME AND ADDRESS OWNERSHIP OWNERSHIP PERCENTAGE
HEFREN-TILLOTSON INC
401K PLAN
GREENWOOD VLG CO
RECORD
BENEFICIAL
CLASS R-5 7.25
   
     
       
MFPBA
RETIREMENT PLAN
GREAT FALLS MT
RECORD
BENEFICIAL
CLASS R-5 5.20
     
     
       
DREYER MARKETING INC
401K PLAN
GREENWOOD VLG CO
RECORD
BENEFICIAL
CLASS R-5E 10.23
   
     
       
JACKSONVILLE HEART CENTER
401K PLAN
GREENWOOD VILLAGE CO
RECORD
BENEFICIAL
CLASS R-5E 9.56
   
     
       
CS TOOL ENGINEERING INC
RETIREMENT PLAN
GREENWOOD VLG CO
RECORD
BENEFICIAL
CLASS R-5E 5.51
     
     
       
AMERICAN FUNDS 2030 TARGET DATE
RETIREMENT FUND
NORFOLK VA
RECORD CLASS R-6 16.12
     
     
       
AMERICAN FUNDS 2035 TARGET DATE
RETIREMENT FUND
NORFOLK VA
RECORD CLASS R-6 13.30
     
     
       
AMERICAN FUNDS 2045 TARGET DATE
RETIREMENT FUND
NORFOLK VA
RECORD CLASS R-6 11.37
     
     
       
AMERICAN FUNDS 2040 TARGET DATE
RETIREMENT FUND
NORFOLK VA
RECORD CLASS R-6 11.06
     
     
       
AMERICAN FUNDS 2050 TARGET DATE
RETIREMENT FUND
NORFOLK VA
RECORD CLASS R-6 9.94
     
     
       

International Growth and Income Fund — Page 38


 
 

 

       
NAME AND ADDRESS OWNERSHIP OWNERSHIP PERCENTAGE
AMERICAN FUNDS 2025 TARGET DATE
RETIREMENT FUND
NORFOLK VA
RECORD CLASS R-6 9.29
     
     
       
AMERICAN FUNDS TARGET DATE 2055
RETIREMENT FUND
NORFOLK VA
RECORD CLASS R-6 5.76
     
     

Because Class T and Class 529-T shares are not currently offered to the public, Capital Research and Management Company, the fund’s investment adviser, owns 100% of the fund‘s outstanding Class T and Class 529-T shares.

As of August 1, 2020, the officers and trustees of the fund, as a group, owned beneficially or of record less than 1% of the outstanding shares of the fund.

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

International Growth and Income Fund — Page 39


 
 

 

 

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

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

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

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

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

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

International Growth and Income Fund — Page 40


 
 

 

The following table reflects information as of June 30, 2020:

               
Portfolio
manager
Dollar range
of fund
shares
owned1
Number
of other
registered
investment
companies (RICs)
for which
portfolio
manager
is a manager
(assets of RICs
in billions)2
Number
of other
pooled
investment
vehicles (PIVs)
for which
portfolio
manager
is a manager
(assets of PIVs
in billions)2
Number
of other
accounts
for which
portfolio
manager
is a manager
(assets of
other accounts
in billions) 2,3
Andrew B. Suzman Over $1,000,000 19 $311.1 2 $1.36 None
Steven T. Watson Over $1,000,000 5 $198.3 6 $9.26 7124 $16.81
Michael Cohen $100,001 – $500,000 2 $95.1 10 $5.35 285 $8.32
Patrice Collette $100,001 – $500,000 1 $6.8 1 $0.06 None
Paul Flynn $100,001 – $500,000 3 $111.7 1 $0.06 None
Leo Hee $100,001 – $500,000 2 $142.9 4 $6.84 None
Lisa Thompson $100,001 – $500,000 2 $45.8 2 $0.40 1 $0.24

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.

Indicates other RIC(s), PIV(s) or other accounts managed by Capital Research and Management Company or its affiliates for which the portfolio manager also has significant day to day management responsibilities. Assets noted are the total net assets of the RIC(s), PIV(s) or other accounts and are not the total assets managed by the individual, which is a substantially lower amount. No RIC, PIV or other account has an advisory fee that is based on the performance of the RIC, PIV or other account, unless otherwise noted.

Personal brokerage accounts of portfolio managers and their families are not reflected.

4  The advisory fee of one of these accounts (representing $0.01 billion in total assets) is based partially on its investment results.

5  The advisory fee of three of these accounts (representing $2.72 billion in total assets) is based partially on their investment results.

The fund’s investment adviser has adopted policies and procedures to mitigate material conflicts of interest that may arise in connection with a portfolio manager’s management of the fund, on the one hand, and investments in the other pooled investment vehicles and other accounts, on the other hand, such as material conflicts relating to the allocation of investment opportunities that may be suitable for both the fund and such other accounts.

International Growth and Income Fund — Page 41


 
 

 

 

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 January 31, 2021, unless sooner terminated, and may be renewed from year to year thereafter, provided that any such renewal has been specifically approved at least annually by (a) the board of trustees, or by the vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the fund, and (b) the vote of a majority of trustees who are not parties to the Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. The Agreement provides that the investment adviser has no liability to the fund for its acts or omissions in the performance of its obligations to the fund not involving willful misconduct, bad faith, gross negligence or reckless disregard of its obligations under the Agreement. The Agreement also provides that either party has the right to terminate it, without penalty, upon 60 days’ written notice to the other party, and that the Agreement automatically terminates in the event of its assignment (as defined in the 1940 Act). In addition, the Agreement provides that the investment adviser may delegate all, or a portion of, its investment management responsibilities to one or more subsidiary advisers approved by the fund’s board, pursuant to an agreement between the investment adviser and such subsidiary. Any such subsidiary adviser will be paid solely by the investment adviser out of its fees.

In addition to providing investment advisory services, the investment adviser furnishes the services and pays the compensation and travel expenses of persons to perform the fund’s executive, administrative, clerical and bookkeeping functions, and provides suitable office space, necessary small office equipment and utilities, general purpose accounting forms, supplies and postage used at the fund’s offices. The fund pays all expenses not assumed by the investment adviser, including, but not limited to: custodian, stock transfer and dividend disbursing fees and expenses; shareholder recordkeeping and administrative expenses; costs of the designing, printing and mailing of reports, prospectuses, proxy statements and notices to its shareholders; taxes; expenses of the issuance and redemption of fund shares (including stock certificates, registration and qualification fees and expenses); expenses pursuant to the fund’s plans of distribution (described below); legal and auditing expenses; compensation, fees and expenses paid to independent trustees; association dues; costs of stationery and forms prepared exclusively for the fund; and costs of assembling and storing shareholder account data.

International Growth and Income Fund — Page 42


 
 

 

 

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

     
Rate Net asset level
In excess of Up to
0.69% $ 0 $ 500,000,000
0.59 500,000,000 1,000,000,000
0.53 1,000,000,000 1,500,000,000
0.50 1,500,000,000 2,500,000,000
0.48 2,500,000,000 4,000,000,000
0.47 4,000,000,000 6,500,000,000
0.46 6,500,000,000 10,500,000,000
0.45 10,500,000,000 17,000,000,000
0.44 17,000,000,000  

For the fiscal years ended June 30, 2020, 2019 and 2018, the investment adviser earned from the fund management fees of $72,983,000, $68,355,000 and $67,088,000, respectively.

International Growth and Income Fund — Page 43


 
 

 

 

Administrative services — The investment adviser and its affiliates provide certain administrative services for shareholders of the fund’s Class A, C, T, F, R and 529 shares. Administrative services are provided by the investment adviser and its affiliates to help assist third parties providing non-distribution services to fund shareholders. These services include providing in-depth information on the fund and market developments that impact fund investments. Administrative services also include, but are not limited to, coordinating, monitoring and overseeing third parties that provide services to fund shareholders.

These services are provided pursuant to an Administrative Services Agreement (the “Administrative Agreement”) between the fund and the investment adviser relating to the fund’s Class A, C, T, F, R and 529 shares. The Administrative Agreement will continue in effect until January 31, 2021, unless sooner renewed or terminated, and may be renewed from year to year thereafter, provided that any such renewal has been specifically approved at least annually by the vote of a majority of the members of the fund’s board who are not parties to the Administrative Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. The fund may terminate the Administrative Agreement at any time by vote of a majority of independent board members. The investment adviser has the right to terminate the Administrative Agreement upon 60 days’ written notice to the fund. The Administrative Agreement automatically terminates in the event of its assignment (as defined in the 1940 Act).

The Administrative Services Agreement between the fund and the investment adviser provides the fund the ability to charge an administrative services fee of .05% for all share classes. The fund’s investment adviser receives an administrative services fee at the annual rate of .03% of the average daily net assets of the fund attributable to each of the share classes (which could be increased as noted above) for its provision of administrative services. Administrative services fees are paid monthly and accrued daily.

During the 2020 fiscal year, administrative services fees were:

   
  Administrative services fee
Class A $1,341,000
Class C 53,000
Class T —*
Class F-1 61,000
Class F-2 824,000
Class F-3 804,000
Class 529-A 43,000
Class 529-C 7,000
Class 529-E 1,000
Class 529-T —*
Class 529-F-1 6,000
Class R-1 1,000
Class R-2 15,000
Class R-2E 5,000
Class R-3 21,000
Class R-4 20,000
Class R-5E 3,000
Class R-5 8,000
Class R-6 1,376,000

* Amount less than $1,000.

International Growth and Income Fund — Page 44


 
 

 

 

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

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

· For Class A and 529-A shares, the Principal Underwriter receives commission revenue consisting of the balance of the Class A and 529-A sales charge remaining after the allowances by the Principal Underwriter to investment dealers.

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

International Growth and Income Fund — Page 45


 
 

 

 

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

       
  Fiscal year Commissions,
revenue
or fees retained
Allowance or
compensation
to dealers
Class A 2020 $ 733,000 $3,056,000
  2019 944,000 3,888,000
  2018 1,246,000 5,179,000
Class C 2020 16,000 115,000
  2019 75,000 143,000
  2018 20,000 332,000
Class 529-A 2020 45,000 207,000
  2019 47,000 209,000
  2018 66,000 288,000
Class 529-C 2020 1,000 16,000
  2019 4,000 20,000
  2018 3,000 29,000

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

Each Plan is specific to a particular share class of the fund. As the fund has not adopted a Plan for Class F-2, F-3, 529-F-2, 529-F-3, R-5E, R-5 or R-6, no 12b-1 fees are paid from Class F-2, F-3, 529-F-2, 529-F-3, R-5E, R-5 or R-6 share assets and the following disclosure is not applicable to these share classes.

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

Following is a brief description of the Plans:

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

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

International Growth and Income Fund — Page 46


 
 

 

most recent fiscal quarter are recoverable for 15 months, provided that the reimbursement of such commissions does not cause the fund to exceed the annual expense limit. After 15 months, these commissions are not recoverable.

Class T and 529-T — For Class T and 529-T shares, the fund may annually expend up to .50% under the applicable Plan; however, the fund’s board of trustees has approved payments to the Principal Underwriter of up to .25% of the fund’s average daily net assets attributable to Class T and 529-T shares for paying service-related expenses.

Other share classes — The Plans for each of the other share classes that have adopted Plans provide for payments to the Principal Underwriter for paying service-related and distribution-related expenses of up to the following amounts of the fund’s average daily net assets attributable to such shares:

       
Share class Service
related
payments1
Distribution
related
payments1
Total
allowable
under
the Plans2
Class C 0.25% 0.75% 1.00%
Class F-1 0.25 0.50
Class 529-C 0.25 0.75 1.00
Class 529-E 0.25 0.25 0.75
Class 529-F-1 0.25 0.50
Class R-1 0.25 0.75 1.00
Class R-2 0.25 0.50 1.00
Class R-2E 0.25 0.35 0.85
Class R-3 0.25 0.25 0.75
Class R-4 0.25 0.50

Amounts in these columns represent the amounts approved by the board of trustees under the applicable Plan.

The fund may annually expend the amounts set forth in this column under the current Plans with the approval of the board of trustees.

Payment of service fees — For purchases of less than $1 million, payment of service fees to investment dealers generally begins accruing immediately after establishment of an account in Class A, C, 529-A or 529-C shares. For purchases of $1 million or more, payment of service fees to investment dealers generally begins accruing 12 months after establishment of an account in Class A or 529-A shares. Service fees are not paid on certain investments made at net asset value including accounts established by registered representatives and their family members as described in the “Sales charges” section of the prospectus.

International Growth and Income Fund — Page 47


 
 

 

During the 2020 fiscal year, 12b-1 expenses accrued and paid, and if applicable, unpaid, were:

     
  12b-1 expenses 12b-1 unpaid liability
outstanding
Class A $11,333,000 $804,000
Class C 1,757,000 133,000
Class T
Class F-1 503,000 44,000
Class 529-A 324,000 21,000
Class 529-C 219,000 20,000
Class 529-E 24,000 2,000
Class 529-T
Class 529-F-1
Class R-1 27,000 2,000
Class R-2 382,000 74,000
Class R-2E 99,000 17,000
Class R-3 347,000 58,000
Class R-4 163,000 19,000

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

Potential benefits of the Plans to the fund and its shareholders include enabling shareholders to obtain advice and other services from a financial professional at a reasonable cost, the likelihood that the Plans will stimulate sales of the fund benefiting the investment process through growth or stability of assets and the ability of shareholders to choose among various alternatives in paying for sales and service. The Plans may not be amended to materially increase the amount spent for distribution without shareholder approval. Plan expenses are reviewed quarterly by the board of trustees and the Plans must be renewed annually by the board of trustees.

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

Fee to Virginia529 — Class 529 shares are offered to certain American Funds by Virginia529 through CollegeAmerica and Class ABLE-A shares are offered to certain American Funds by Virginia529 through ABLEAmerica, a tax-advantaged savings program for individuals with disabilities. As compensation for its oversight and administration of the CollegeAmerica and ABLEAmerica savings plans, Virginia529 is entitled to receive a quarterly fee based on the combined net assets invested in Class 529 shares and Class ABLE-A shares across all American Funds. The quarterly fee is accrued daily and calculated at the annual rate of .09% on the first $20 billion of net assets invested in American Funds Class 529 shares and Class ABLE-A shares, .05% on net assets between $20 billion and $100 billion and .03% on net assets over $100 billion. The fee for any given calendar quarter is accrued and calculated on the basis of average net assets of American Funds Class 529 and Class ABLE-A shares for the last month of the prior calendar quarter. Virginia529 is currently waiving that portion of its fee attributable to Class ABLE-A shares. Such waiver is expected to remain in effect until the earlier of (a) the date on which total net assets invested in Class ABLE-A shares reach $300 million and (b) June 30, 2023.

International Growth and Income Fund — Page 48


 
 

 

 

Other compensation to dealers — As of February 2020, the top dealers (or their affiliates) that American Funds Distributors anticipates will receive additional compensation (as described in the prospectus) include:

   
Advisor Group  
FSC Securities Corporation  
 
Royal Alliance Associates, Inc.  
SagePoint Financial, Inc.  
Woodbury Financial Services, Inc.  
American Portfolios Financial Services, Inc.  
Ameriprise  
Ameriprise Financial Services, Inc.  
AXA Advisors  
AXA Advisors, LLC  
Cambridge  
 
Cambridge Investment Research Advisors, Inc.  
 
Cambridge Investment Research, Inc.  
Cetera Financial Group  
Cetera Advisor Networks LLC  
Cetera Advisors LLC  
Cetera Financial Specialists LLC  
Cetera Investment Services LLC  
 
First Allied Securities Inc.  
 
Summit Brokerage Services, Inc.  
Charles Schwab Network  
Charles Schwab & Co., Inc.  
Charles Schwab Bank  
Commonwealth  
Commonwealth Financial Network  
D.A. Davidson & Co.  
Edward Jones  
 
Fidelity  
Fidelity Investments  
 
Fidelity Retirement Network  
National Financial Services LLC  
 
Hefren-Tillotson  
 
Hefren-Tillotson, Inc.  
HTK  
 
Hornor, Townsend & Kent, LLC  
 
J.J.B. Hilliard Lyons  
Hilliard Lyons Trust Company LLC  
J.J.B. Hilliard, W. L. Lyons, LLC  
J.P. Morgan Chase Banc One  
J.P. Morgan Securities LLC  
JP Morgan Chase Bank, N.A.  
Janney Montgomery Scott  
Janney Montgomery Scott LLC  

International Growth and Income Fund — Page 49


 
 

 

   
Kestra Securities  
H. Beck, Inc.  
Kestra Investment Services LLC  
NFP Advisor Services LLC  
Ladenburg Thalmann Group  
Investacorp, Inc.  
KMS Financial Services, Inc.  
 
Ladenburg, Thalmann & Co., Inc.  
 
Ladenburg Thalmann Asset Management Inc.  
 
Securities America, Inc.  
Securities Service Network Inc.  
Triad Advisors LLC  
Lincoln Network  
Lincoln Financial Advisors Corporation  
Lincoln Financial Securities Corporation  
LPL Group  
LPL Financial LLC  
 
Private Advisor Group, LLC  
Merrill  
Bank of America, NA  
Bank of America Private Bank  
Merrill Lynch, Pierce, Fenner & Smith Incorporated  
MML Investors Services  
 
MassMutual Trust Company FSB  
MML Distributors LLC  
MML Investors Services, LLC  
The MassMutual Trust Company FSB  
 
Morgan Stanley Wealth Management  
NMIS  
Northwestern Mutual Investment Services, LLC  
Park Avenue Securities LLC  
 
PNC Network  
PNC Bank, National Association  
PNC Investments LLC  
Raymond James Group  
Raymond James & Associates, Inc.  
Raymond James Financial Services Inc.  
RBC  
RBC Capital Markets LLC  
Robert W. Baird  
Robert W. Baird & Co, Incorporated  
Stifel, Nicolaus & Co  
Stifel, Nicolaus & Company, Incorporated  
UBS  
UBS Financial Services, Inc.  
UBS Securities, LLC  

International Growth and Income Fund — Page 50


 
 

 

   
Voya Financial  
Voya Financial Advisors, Inc.  
Wells Fargo Network  
Wells Fargo Advisors Financial Network, LLC  
Wells Fargo Advisors Latin American Channel  
Wells Fargo Advisors LLC (WBS)  
Wells Fargo Advisors Private Client Group  
Wells Fargo Bank, N.A.  
Wells Fargo Clearing Services LLC  
Wells Fargo Securities, LLC  

International Growth and Income Fund — Page 51


 
 

 

 

Execution of portfolio transactions

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

In selecting broker-dealers, the investment adviser strives to obtain “best execution” (the most favorable total price reasonably attainable under the circumstances) for the fund’s portfolio transactions, taking into account a variety of factors. These factors include the size and type of transaction, the nature and character of the markets for the security to be purchased or sold, the cost, quality, likely speed and reliability of execution and settlement, the broker-dealer’s or execution venue’s ability to offer liquidity and anonymity and the trade-off between market impact and opportunity costs. The investment adviser considers these factors, which involve qualitative judgments, when selecting broker-dealers and execution venues for fund portfolio transactions. The investment adviser views best execution as a process that should be evaluated over time as part of an overall relationship with particular broker-dealer firms. The investment adviser and its affiliates negotiate commission rates with broker-dealers based on what they believe is reasonably necessary to obtain best execution. They seek, on an ongoing basis, to determine what the reasonable levels of commission rates for execution services are in the marketplace, taking various considerations into account, including the extent to which a broker-dealer has put its own capital at risk, historical commission rates and commission rates that other institutional investors are paying. 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. Brokerage commissions are only a small part of total execution costs and other factors, such as market impact and speed of execution, contribute significantly to overall transaction costs.

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 investment adviser makes decisions for procurement of research separately and distinctly from decisions on the choice of brokerage and execution services. The receipt of these research 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. 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.

As of January 1, 2019, the investment adviser has undertaken to bear the cost of all third-party investment research services for all client accounts it advises. However, in order to compensate certain U.S. broker-dealers for research consumed, and valued, by the investment adviser’s investment professionals, the investment adviser continues to operate a limited commission sharing arrangement with commissions on equity trades for certain registered investment companies it advises. The

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investment adviser voluntarily reimburses such registered investment companies for all amounts collected into the commission sharing arrangement. In order to operate the commission sharing arrangement, the investment adviser may cause such registered investment companies to pay commissions in excess of what other broker-dealers might have charged for certain portfolio transactions in recognition of brokerage and/or investment research services. 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 the investment adviser and its affiliates to cause an account to pay a higher commission to a broker-dealer to compensate the broker-dealer or another service provider for certain brokerage and/or investment research services provided to the investment adviser and its affiliates, if the investment adviser and each affiliate 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 and its affiliates 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 and its affiliates assess the reasonableness of commissions in light of the total brokerage and investment research services provided to the investment adviser and its affiliates. Further, investment research services may be used by all investment associates of the investment adviser and its affiliates, regardless of whether they advise accounts with trading activity that generates eligible commissions.

In accordance with their internal brokerage allocation procedure, the investment adviser and its affiliates periodically assess the brokerage and investment research services provided by each broker-dealer and each other service provider from which they receive such services. As part of its ongoing relationships, the investment adviser and its affiliates routinely meet with firms to discuss the level and quality of the brokerage and research services provided, as well as the value and cost of such services. In valuing the brokerage and investment research services the investment adviser and its affiliates receive from broker-dealers and other research providers in connection with its good faith determination of reasonableness, the investment adviser and its affiliates take various factors into consideration, including the quantity, quality and usefulness of the services to the investment adviser and its affiliates. Based on this information and applying their judgment, the investment adviser and its affiliates set an annual research budget.

Research analysts and portfolio managers periodically participate in a research poll to determine the usefulness and value of the research provided by individual broker-dealers and research providers. Based on the results of this research poll, the investment adviser and its affiliates may, through commission sharing arrangements with certain broker-dealers, direct a portion of commissions paid to a broker-dealer by the fund and other registered investment companies managed by the investment adviser or its affiliates to be used to compensate the broker-dealer and/or other research providers for research services they provide. While the investment adviser and its affiliates may negotiate commission rates and enter into commission sharing arrangements with certain broker-dealers with the expectation that such broker-dealers will be providing brokerage and research services, none of the investment adviser, any of its affiliates or any of their clients incurs any obligation to any broker-dealer to pay for research by generating trading commissions. The investment adviser and its affiliates negotiate prices for certain research that may be paid through commission sharing arrangements or by themselves with cash.

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 investment division within the adviser and its affiliates normally aggregates its respective purchases or sales and executes them as part of the same transaction or series of transactions. When executing portfolio transactions in the same fixed income security for the fund and the other funds or accounts over which it or one of its affiliated companies has investment discretion, the investment adviser normally aggregates such purchases or sales and executes them as part of the same transaction or series of transactions. The objective of aggregating

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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 and its affiliates serve as investment adviser for certain accounts that are designed to be substantially similar to another account. This type of account will often generate a large number of relatively small trades when it is rebalanced to its reference fund due to differing cash flows or when the account is initially started up. The investment adviser may not aggregate program trades or electronic list trades executed as part of this process. Non-aggregated trades performed for these accounts will be allocated entirely to that account. This is done only when the investment adviser believes doing so will not have a material impact on the price or quality of other transactions.

The investment adviser currently owns an interest in IEX Group and Luminex Trading and Analytics. The investment adviser may place orders on these or other exchanges or alternative trading systems in which it, or one of its affiliates, has an ownership interest, provided such ownership interest is less than five percent of the total ownership interests in the entity. The investment adviser is subject to the same best execution obligations when trading on any such exchange or alternative trading system.

Purchase and sale transactions may be effected directly among and between certain funds or accounts advised by the investment adviser or its affiliates, including the fund. The investment adviser maintains cross-trade policies and procedures and places a cross-trade only when such a trade is in the best interest of all participating clients and is not prohibited by the participating funds’ or accounts’ investment management agreement or applicable law.

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

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

Brokerage commissions (net of any reimbursements described below) borne by the fund for the fiscal years ended June 30, 2020, 2019 and 2018 amounted to $7,067,000, $6,198,000 and $5,927,000, respectively. Beginning January 1, 2019, the investment adviser is reimbursing the fund for all amounts collected into the commission sharing arrangement. For the fiscal years ended June 30, 2020 and 2019, the investment adviser reimbursed the fund $74,000 and $45,000, respectively, for commissions paid to broker-dealers through a commission sharing arrangement to compensate such broker-dealers for research services. Increases (or decreases) in the dollar amount of brokerage commissions borne by the fund over the last three fiscal years resulted from increases (or decreases) in the volume of trading activity and/or the amount of commissions used to pay for research services through a commission sharing arrangement.

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

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completed fiscal year; or (c) one of the 10 broker-dealers that sold the largest amount of securities of the fund during the fund’s most recently completed fiscal year.

At the end of the fund's most recently completed fiscal year, the fund’s regular broker-dealers included UBS AG. At the end of the fund's most recently completed fiscal year, the fund held equity securities of UBS AG in the amount of $75,419,000.

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Disclosure of portfolio holdings

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

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

Certain intermediaries are provided additional information about the fund’s management team, including information on the fund’s portfolio securities they have selected. This information is provided to larger intermediaries that require the information to make the fund available for investment on the firm’s platform. Intermediaries receiving the information are required to keep it confidential and use it only to analyze the fund.

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

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

Affiliated persons of the fund, including officers of the fund and employees of the investment adviser and its affiliates, who receive portfolio holdings information are subject to restrictions and limitations on the use and handling of such information pursuant to applicable codes of ethics, including requirements not to trade in securities based on confidential and proprietary investment information, to maintain the confidentiality of such information, and to pre-clear securities trades and report securities transactions activity, as applicable. For more information on these restrictions and limitations, please see the “Code of ethics” section in this statement of additional information and the Code of Ethics. Third-party service providers of the fund and other entities, as described in this statement of additional information, receiving such information are subject to confidentiality

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obligations and obligations that would prohibit them from trading in securities based on such information. When portfolio holdings information is disclosed other than through the Capital Group website to persons not affiliated with the fund, such persons will be bound by agreements (including confidentiality agreements) or fiduciary or other obligations that restrict and limit their use of the information to legitimate business uses only. None of the fund, its investment adviser or any of their affiliates receives compensation or other consideration in connection with the disclosure of information about portfolio securities.

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 Capital Group website (other than to certain fund service providers and other third parties for legitimate business and fund oversight purposes) helps reduce potential conflicts of interest between fund shareholders and the investment adviser and its affiliates.

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

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Price of shares

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

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

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

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

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

Equity securities, including depositary receipts, are generally valued at the official closing price of, or the last reported sale price on, the exchange or market on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available

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bid price. Prices for each security are taken from the principal exchange or market on which the security trades.

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

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

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

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

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

The valuation committee has adopted guidelines and procedures (consistent with SEC rules and guidance) to consider certain relevant principles and factors when making fair value determinations. As a general principle, securities lacking readily available market quotations, or that have quotations that are considered unreliable by the investment adviser, are valued in good faith by the valuation committee based upon what the fund might reasonably expect to receive upon their current sale. Fair valuations and valuations of investments that are not actively trading involve judgment and may differ materially from valuations that would have been used had greater market activity occurred. The valuation committee considers relevant indications of value that are reasonably and timely available to it in determining the fair value to be assigned to a particular security, such as the type and cost of the security, contractual or legal restrictions on resale of the security, relevant financial or business developments of the issuer, actively traded similar or related securities, conversion or exchange rights on the security, related corporate actions, significant events occurring after the close of trading in the security and changes in overall market conditions. The valuation committee employs additional fair value procedures to address issues related to equity securities that trade principally in markets outside the United States. Such securities may 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 the

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fund’s net asset values are next determined) which affect the value of equity securities held in the fund’s portfolio, appropriate adjustments from closing market prices may be made to reflect these events. Events of this type could include, for example, earthquakes and other natural disasters or significant price changes in other markets (e.g., U.S. stock markets).

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

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

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Taxes and distributions

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

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

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

Amounts not distributed by the fund on a timely basis in accordance with a calendar year distribution requirement may be subject to a nondeductible 4% excise tax. Unless an applicable exception applies, to avoid the tax, the fund must distribute during each calendar year an amount equal to the sum of (a) at least 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, (b) at least 98.2% of its capital gains in excess of its capital losses for the twelve month period ending on October 31, and (c) all ordinary income and capital gains for previous years that were not distributed during such years and on which the fund paid no U.S. federal income tax.

Dividends paid by the fund from ordinary income or from an excess of net short-term capital gain over net long-term capital loss are taxable to shareholders as ordinary income dividends. Shareholders of the fund that are individuals and meet certain holding period requirements with respect to their fund shares may be eligible for reduced tax rates on “qualified dividend income,” if any, distributed by the fund to such shareholders.

The fund may declare a capital gain distribution consisting of the excess of net realized long-term capital gains over net realized short-term capital losses. Net capital gains for a fiscal year are computed by taking into account any capital loss carryforward of the fund.

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

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

Capital gain distributions by the fund result in a reduction in the net asset value of the fund’s shares. Investors should consider the tax implications of buying shares just prior to a capital gain distribution.

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The price of shares purchased at that time includes the amount of the forthcoming distribution. Those purchasing just prior to a distribution will subsequently receive a partial return of their investment capital upon payment of the distribution, which will be taxable to them.

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

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

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

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

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

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

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

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

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

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

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

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

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Unless otherwise noted, all references in the following pages to Class A, C, T or F shares also refer to the corresponding Class 529-A, 529-C, 529-T or 529-F 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 professional or investment dealer authorized to sell the fund’s shares. You may make investments by any of the following means:

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

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

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

American Funds

12711 North Meridian Street

Carmel, IN 46032-9181

American Funds

5300 Robin Hood Road

Norfolk, VA 23513-2407

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

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

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

Wells Fargo Bank

ABA Routing No. 121000248

Account No. 4600-076178

Your bank should include the following information when wiring funds:

For credit to the account of:

American Funds Service Company

(fund’s name)

For further credit to:

(shareholder’s fund account number)

(shareholder’s name)

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

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

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

Class R-5 and R-6 shares may also be made available to Virginia529 for use in the Virginia Education Savings Trust and the Virginia Prepaid Education Program and other registered investment companies approved by the fund’s investment adviser or distributor. Class R-6 shares are also available to other post employment benefits plans.

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

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

· Payroll deduction retirement plan accounts (such as, but not limited to, 403(b), 401(k), SIMPLE IRA, SARSEP and deferred compensation plan accounts); and

· Employer-sponsored CollegeAmerica accounts.

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The following account types may be established without meeting the initial purchase minimum:

· Retirement accounts that are funded with employer contributions; and

· Accounts that are funded with monies set by court decree.

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

· Accounts that are funded with (a) transfers of assets, (b) rollovers from retirement plans, (c) rollovers from 529 college savings plans or (d) required minimum distribution automatic exchanges; and

· American Funds U.S. Government Money Market Fund accounts registered in the name of clients of Capital Group Private Client Services.

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

Exchanges — With the exception of Class T shares, for which rights of exchange are not generally available, you may only exchange shares without a sales charge into other American Funds within the same share class; however, Class A, C, T or F shares may also generally be exchanged without a sales charge for the corresponding 529 share class.

Notwithstanding the above, exchanges from Class A shares of American Funds U.S. Government Money Market Fund may be made to Class C shares of other American Funds for dollar cost averaging purposes. However, exchanges are not permitted from Class A shares of American Funds U.S. Government Money Market Fund to Class C shares of (1) American Funds Short-Term Tax-Exempt Bond Fund, (2) Intermediate Bond Fund of America, (3) Limited Term Tax-Exempt Bond Fund of America, (4) Short-Term Bond Fund of America or (5) American Funds Inflation Linked Bond Fund.

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 U.S. Government Money Market Fund are subject to applicable sales charges, unless the American Funds U.S. Government Money Market Fund shares were acquired by an exchange from a fund having a sales charge, or by reinvestment or cross-reinvestment of dividends or capital gain distributions.

Exchanges of Class F shares generally may only be made through fee-based programs of investment firms that have special agreements with the fund’s distributor and certain registered investment advisors.

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

Shares held in employer-sponsored retirement plans may be exchanged into other American Funds by contacting your plan administrator or recordkeeper. Exchange redemptions and purchases are

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processed simultaneously at the share prices next determined after the exchange order is received (see “Price of shares” in this statement of additional information).

Conversion — Class C shares of the fund automatically convert to Class A shares in the month of the 8-year anniversary of the purchase date. Class 529-C shares of the fund automatically convert to Class 529-A shares in the month of the 5-year anniversary of the purchase date. The board of trustees of the fund reserves the right at any time, without shareholder approval, to amend the conversion features of the Class C and Class 529-C shares, including without limitation, providing for conversion into a different share class or for no conversion. In making its decision, the board of trustees will consider, among other things, the effect of any such amendment on shareholders.

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

Potentially abusive activity — American Funds Service Company will monitor for the 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 C shares for Class A or Class T shares — If you exchange Class C shares for Class A or Class T shares, you are still responsible for paying any Class C contingent deferred sales charges and applicable Class A or Class T sales charges.

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

Exchanging Class F shares for Class A shares — You can exchange Class F shares held in a qualified fee-based program for Class A shares without paying an initial Class A sales charge if you are leaving or have left the fee-based program. Your financial intermediary can also convert Class F-1 shares to Class A shares without a sales charge if they are held in a brokerage account and they were initially transferred to the account or converted from Class C shares. You can exchange Class F shares received in a conversion from Class C shares for Class A shares at any time without paying an initial Class A sales charge if you notify American Funds Service Company of the conversion when you make your request. If you have already redeemed your Class F shares, the foregoing requirements apply and you must purchase Class

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A shares within 90 days after redeeming your Class F shares to receive the Class A shares without paying an initial Class A sales charge.

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

Exchanging Class A shares for Class R shares — Provided it is eligible to invest in Class R shares, a retirement plan currently invested in Class A shares may exchange its shares for Class R shares. Any Class A sales charges that the retirement plan previously paid will not be credited back to the plan’s account. No contingent deferred sales charge will be assessed as part of the share class conversion.

Moving between Class F shares — If you are part of a qualified fee-based program that offers Class F shares, you may exchange your Class F shares for any other Class F shares to be held in the program. For example, if you hold Class F-2 shares, you may exchange your shares for Class F-1 or Class F-3 shares to be held in the program.

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

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

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Sales charges

Class A purchases

Purchases by certain 403(b) plans

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

Participant accounts of a 403(b) plan that invested in American Funds Class A or C shares and were treated as an individual-type plan for sales charge purposes before January 1, 2009, may continue to be treated as accounts of an individual-type plan for sales charge purposes. Participant accounts of a 403(b) plan that invested in American Funds Class A or C shares and were treated as an employer-sponsored plan for sales charge purposes before January 1, 2009, may continue to be treated as accounts of an employer-sponsored plan for sales charge purposes. Participant accounts of a 403(b) plan that was established on or after January 1, 2009, are treated as accounts of an employer-sponsored plan for sales charge purposes.

Purchases by SEP plans and SIMPLE IRA plans

Participant accounts in a Simplified Employee Pension (SEP) plan or a Savings Incentive Match Plan for Employees of Small Employers IRA (SIMPLE IRA) will be aggregated at the plan level for Class A sales charge purposes if an employer adopts a prototype plan produced by American Funds Distributors, Inc. or (a) the employer or plan sponsor submits all contributions for all participating employees in a single contribution transmittal or the contributions are identified as related to the same plan; (b) each transmittal is accompanied by checks or wire transfers and generally must be submitted through the transfer agent’s automated contribution system if held on the fund’s books; and (c) if the fund is expected to carry separate accounts in the name of each plan participant and (i) the employer or plan sponsor notifies the funds’ transfer agent or the intermediary holding the account that the separate accounts of all plan participants should be linked and (ii) all new participant accounts are established by submitting the appropriate documentation on behalf of each new participant. Participant accounts in a SEP or SIMPLE plan that are eligible to aggregate their assets at the plan level may not also aggregate the assets with their individual accounts.

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Other purchases

In addition, American Funds Class A and Class 529-A shares may be offered at net asset value to companies exchanging securities with the fund through a merger, acquisition or exchange offer and to certain individuals meeting the criteria described above who invested in Class A and Class 529-A shares before Class F-2 and Class 529-F-1 shares were made available under this privilege.

Transfers to CollegeAmerica — A transfer from the Virginia Prepaid Education ProgramSM or the Virginia Education Savings TrustSM to a CollegeAmerica account will be made with no sales charge. No commission will be paid to the dealer on such a transfer. Investment dealers will be compensated solely with an annual service fee that begins to accrue immediately.

Class F-2 and Class 529-F-1 purchases

If requested, American Funds Class F-2 and Class 529-F-1 shares will be sold 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 The Capital Group Companies, Inc. and its affiliated companies, certain family members of the above persons, and trusts or plans primarily for such persons; and
  (2) The Capital Group Companies, Inc. and its affiliated companies.

Once an account in Class F-2 or Class 529-F-1 is established under this privilege, additional investments can be made in Class F-2 or Class 529-F-1 for the life of the account. Depending on the financial intermediary holding your account, these privileges may be unavailable. Investors should consult their financial intermediary for further information.

Moving between accounts — American Funds investments by certain account types may be moved to other account types without incurring additional Class A sales charges. These transactions include:

· 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.

Investors may not move investments from a Capital Bank & Trust Company SIMPLE IRA Plus to a Capital Bank & Trust Company SIMPLE IRA unless it is part of a plan transfer or to a current employer’s Capital Bank & Trust Company SIMPLE IRA plan.

These privileges are generally available only if your account is held directly with the fund’s transfer agent or if the financial intermediary holding your account has the systems, policies and procedures to support providing the privileges on its systems. Investors should consult their financial intermediary for further information.

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

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

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

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Sales charge reductions and waivers

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

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

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

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

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

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

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

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

The Statement period may be extended in cases where the fund’s distributor determines it is appropriate to do so; for example in periods when there are extenuating circumstances such as a natural disaster that may limit an individual’s ability to meet the investment required under the Statement.

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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, single-participant Keogh-type plan, or a participant account of a 403(b) plan that is treated as an individual-type plan for sales charge purposes (see “Purchases by certain 403(b) plans” under “Sales charges” in this statement of additional information);

· SEP plans and SIMPLE IRA plans established after November 15, 2004, by an employer adopting any plan document other than a prototype plan produced by American Funds Distributors, Inc.;

· business accounts solely controlled by you or your immediate family (for example, you own the entire business);

· trust accounts established by you or your immediate family (for trusts with only one primary beneficiary, upon the trustor’s death the trust account may be aggregated with such beneficiary’s own accounts; for trusts with multiple primary beneficiaries, upon the trustor’s death the trustees of the trust may instruct American Funds Service Company to establish separate trust accounts for each primary beneficiary; each primary beneficiary’s separate trust account may then be aggregated with such beneficiary’s own accounts);

· endowments or foundations established and controlled by you or your immediate family; or

· 529 accounts, which will be aggregated at the account owner level (Class 529-E accounts may only be aggregated with an eligible employer plan).

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

· for a single trust estate or fiduciary account, including employee benefit plans other than the individual-type employee benefit plans described above;

· made for two or more employee benefit plans of a single employer or of affiliated employers as defined in the 1940 Act, excluding the individual-type employee benefit plans described above;

· for a diversified common trust fund or other diversified pooled account not specifically formed for the purpose of accumulating fund shares;

· for nonprofit, charitable or educational organizations, or any endowments or foundations established and controlled by such organizations, or any employer-sponsored retirement plans established for the benefit of the employees of such organizations, their endowments, or their foundations;

· for participant accounts of a 403(b) plan that is treated as an employer-sponsored plan for sales charge purposes (see “Purchases by certain 403(b) plans” under “Sales charges” in this statement of additional information), or made for participant accounts of two or more such plans, in each case of a single employer or affiliated employers as defined in the 1940 Act; or

· for a SEP or SIMPLE IRA plan established after November 15, 2004, by an employer adopting a prototype plan produced by American Funds Distributors, Inc.

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

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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.

Joint accounts may be aggregated with other accounts belonging to the primary owner and/or his or her immediate family. The primary owner of a joint account is the individual responsible for taxes on the account.

Concurrent purchases — As described in the prospectus, you may reduce your Class A sales charge by combining purchases of all classes of shares in American Funds. Shares of American Funds U.S. Government Money Market Fund purchased through an exchange, reinvestment or cross-reinvestment from a fund having a sales charge also qualify. However, direct purchases of American Funds U.S. Government Money Market Fund Class A shares 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 American Funds to determine your sales charge on investments in accounts eligible to be aggregated. Direct purchases of American Funds U.S. Government Money Market Fund Class A shares are excluded. Subject to your investment dealer’s or recordkeeper’s capabilities, your accumulated holdings will be calculated as the higher of (a) the current value of your existing holdings (the “market value”) as of the day prior to your American Funds investment or (b) the amount you invested (including reinvested dividends and capital gains, but excluding capital appreciation) less any withdrawals (the “cost value”). Depending on the entity on whose books your account is held, the value of your holdings in that account may not be eligible for calculation at cost value. For example, accounts held in nominee or street name may not be eligible for calculation at cost value and instead may be calculated at market value for purposes of rights of accumulation.

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

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

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

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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.

Reducing your Class T sales charge — As described in the prospectus, the initial sales charge you pay each time you buy Class T shares may differ depending upon the amount you invest and may be reduced for larger purchases. Additionally, Class T shares acquired through reinvestment of dividends or capital gain distributions are not subject to an initial sales charge. Sales charges on Class T shares are applied on a transaction-by-transaction basis, and, accordingly, Class T shares are not eligible for any other sales charge waivers or reductions, including through the aggregation of Class T shares concurrently purchased by other related accounts or in other American Funds. The sales charge applicable to Class T shares may not be reduced by establishing a statement of intention, and rights of accumulation are not available for Class T shares.

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CDSC waivers for Class A and C shares — As noted in the prospectus, a contingent deferred sales charge (“CDSC”) will be waived for redemptions due to death or post-purchase disability of a shareholder (this generally excludes accounts registered in the names of trusts and other entities). In the case of joint tenant accounts, if one joint tenant dies, a surviving joint tenant, at the time he or she notifies the Transfer Agent of the other joint tenant’s death and removes the decedent’s name from the account, may redeem shares from the account without incurring a CDSC. Redemptions made after the Transfer Agent is notified of the death of a joint tenant will be subject to a CDSC.

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

·  Required minimum distributions taken from retirement accounts in accordance with IRS regulations.

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

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

The CDSC on American Funds Class A shares may be waived in cases where the fund’s transfer agent determines the benefit to the fund of collecting the CDSC would be outweighed by the cost of applying it.

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-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 Virginia529 as an option for additional investment within CollegeAmerica.

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Selling shares

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

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

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

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

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

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

You may request that redemption proceeds of $1,000 or more from American Funds U.S. Government Money Market Fund be wired to your bank by writing American Funds Service Company. A signature guarantee is required on all requests to wire funds and you may be subject to a fee for the transaction.

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Shareholder account services and privileges

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

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

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

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

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

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

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

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

Depending on the financial intermediary holding your account, your reinvestment privileges may be unavailable or differ from those described in this statement of additional information. Investors should consult their financial intermediary for further information.

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

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

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

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

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

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

Generally, all shareholders are automatically eligible to use these services. However, if you are not currently authorized to do so, you may complete an American FundsLink Authorization Form. Once you establish this privilege, you, your financial professional 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 capitalgroup.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

International Growth and Income Fund — Page 79


 
 

 

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.

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

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

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

International Growth and Income Fund — Page 80


 
 

 

 

General information

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

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

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

During the 2020 fiscal year, transfer agent fees, gross of any payments made by American Funds Service Company to third parties, were:

   
  Transfer agent fee
Class A $5,612,000
Class C 224,000
Class T —*
Class F-1 272,000
Class F-2 3,311,000
Class F-3 314,000
Class 529-A 164,000
Class 529-C 27,000
Class 529-E 2,000
Class 529-T —*
Class 529-F-1 25,000
Class R-1 4,000
Class R-2 187,000
Class R-2E 30,000
Class R-3 113,000
Class R-4 71,000
Class R-5E 17,000
Class R-5 13,000
Class R-6 18,000

* Amount less than $1,000.

International Growth and Income Fund — Page 81


 
 

 

 

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

Independent legal counsel — Morgan, Lewis & Bockius LLP, One Federal Street, Boston, MA 02110-1726, serves as independent legal counsel (“counsel”) for the fund and for independent trustees in their capacities as such. A determination with respect to the independence of the fund’s counsel will be made at least annually by the independent trustees of the fund, as prescribed by applicable 1940 Act rules.

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

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

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

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

International Growth and Income Fund — Page 82


 
 

 

 

Determination of net asset value, redemption price and maximum offering price per share for Class A shares — June 30, 2020

   
Net asset value and redemption price per share
(Net assets divided by shares outstanding)  
$30.76
Maximum offering price per share
(100/94.25 of net asset value per share, which takes into account the fund’s current maximum sales charge)  
$32.64

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

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

International Growth and Income Fund — Page 83


 
 

 

 

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

             
  Fund numbers
Fund Class A Class C Class T Class F-1 Class F-2 Class F-3
Stock and stock/fixed income funds            
AMCAP Fund®  002 302 43002 402 602 702
American Balanced Fund®  011 311 43011 411 611 711
American Funds Developing World Growth and Income FundSM  30100 33100 43100 34100 36100 37100
American Funds Global Balanced FundSM  037 337 43037 437 637 737
American Funds Global Insight FundSM  30122 33122 43122 34122 36122 37122
American Funds International Vantage FundSM  30123 33123 43123 34123 36123 37123
American Mutual Fund®  003 303 43003 403 603 703
Capital Income Builder®  012 312 43012 412 612 712
Capital World Growth and Income Fund®  033 333 43033 433 633 733
EuroPacific Growth Fund®  016 316 43016 416 616 716
Fundamental Investors®  010 310 43010 410 610 710
The Growth Fund of America®  005 305 43005 405 605 705
The Income Fund of America®  006 306 43006 406 606 706
International Growth and Income FundSM  034 334 43034 434 634 734
The Investment Company of America®  004 304 43004 404 604 704
The New Economy Fund®  014 314 43014 414 614 714
New Perspective Fund®  007 307 43007 407 607 707
New World Fund®  036 336 43036 436 636 736
SMALLCAP World Fund®  035 335 43035 435 635 735
Washington Mutual Investors FundSM  001 301 43001 401 601 701
Fixed income funds            
American Funds Emerging Markets Bond Fund ®  30114 33114 43114 34114 36114 37114
American Funds Corporate Bond Fund ®  032 332 43032 432 632 732
American Funds Inflation Linked Bond Fund®  060 360 43060 460 660 760
American Funds Mortgage Fund®  042 342 43042 442 642 742
American Funds Multi-Sector Income FundSM  30126 33126 43126 34126 36126 37126
American Funds Short-Term Tax-Exempt
Bond Fund® 
039 N/A 43039 439 639 739
American Funds Strategic Bond FundSM  30112 33112 43112 34112 36112 37112
American Funds Tax-Exempt Fund of
New York® 
041 341 43041 441 641 741
American High-Income Municipal Bond Fund® 040 340 43040 440 640 740
American High-Income Trust®  021 321 43021 421 621 721
The Bond Fund of America®  008 308 43008 408 608 708
Capital World Bond Fund®  031 331 43031 431 631 731
Intermediate Bond Fund of America®  023 323 43023 423 623 723
Limited Term Tax-Exempt Bond Fund
of America® 
043 343 43043 443 643 743
Short-Term Bond Fund of America®  048 348 43048 448 648 748
The Tax-Exempt Bond Fund of America®  019 319 43019 419 619 719
The Tax-Exempt Fund of California®  020 320 43020 420 620 720
U.S. Government Securities Fund®  022 322 43022 422 622 722
Money market fund            
American Funds U.S. Government
Money Market FundSM 
059 359 43059 459 659 759

International Growth and Income Fund — Page 84


 
 

 

                 
  Fund numbers
Fund Class
529-A
Class
529-C
Class
529-E
Class
529-T
Class
529-F-1
Class
529-F-2
Class
529-F-3
Class
ABLE-A
Stock and stock/fixed income funds                
AMCAP Fund  1002 1302 1502 46002 1402 1602 1702 N/A
American Balanced Fund  1011 1311 1511 46011 1411 N/A N/A N/A
American Funds Developing World Growth and Income Fund  10100 13100 15100 46100 14100 N/A N/A N/A
American Funds Global Balanced Fund  1037 1337 1537 46037 1437 N/A N/A N/A
American Funds Global Insight Fund  10122 13122 15122 46122 14122 N/A N/A N/A
American Funds International Vantage Fund  10123 13123 15123 46123 14123 N/A N/A N/A
American Mutual Fund  1003 1303 1503 46003 1403 1603 1703 N/A
Capital Income Builder  1012 1312 1512 46012 1412 N/A N/A N/A
Capital World Growth and Income Fund  1033 1333 1533 46033 1433 N/A N/A N/A
EuroPacific Growth Fund  1016 1316 1516 46016 1416 1616 1716 N/A
Fundamental Investors  1010 1310 1510 46010 1410 N/A N/A N/A
The Growth Fund of America  1005 1305 1505 46005 1405 N/A N/A N/A
The Income Fund of America  1006 1306 1506 46006 1406 N/A N/A N/A
International Growth and Income Fund  1034 1334 1534 46034 1434 1634 1734 N/A
The Investment Company of America  1004 1304 1504 46004 1404 N/A N/A N/A
The New Economy Fund  1014 1314 1514 46014 1414 N/A N/A N/A
New Perspective Fund  1007 1307 1507 46007 1407 N/A N/A N/A
New World Fund  1036 1336 1536 46036 1436 N/A N/A N/A
SMALLCAP World Fund  1035 1335 1535 46035 1435 N/A N/A N/A
Washington Mutual Investors Fund  1001 1301 1501 46001 1401 1601 1701 N/A
Fixed income funds                
American Funds Emerging Markets Bond Fund   10114 13114 15114 46114 14114 N/A N/A N/A
American Funds Corporate Bond Fund   1032 1332 1532 46032 1432 1632 1732 N/A
American Funds Inflation Linked Bond Fund  1060 1360 1560 46060 1460 N/A N/A N/A
American Funds Mortgage Fund  1042 1342 1542 46042 1442 N/A N/A N/A
American Funds Multi-Sector Income Fund  10126 13126 15126 46126 14126 16126 17126 N/A
American Funds Strategic Bond Fund  10112 13112 15112 46112 14112 N/A N/A N/A
American High-Income Trust  1021 1321 1521 46021 1421 N/A N/A N/A
The Bond Fund of America  1008 1308 1508 46008 1408 N/A N/A N/A
Capital World Bond Fund  1031 1331 1531 46031 1431 N/A N/A N/A
Intermediate Bond Fund of America  1023 1323 1523 46023 1423 N/A N/A N/A
Short-Term Bond Fund of America  1048 1348 1548 46048 1448 N/A N/A N/A
U.S. Government Securities Fund  1022 1322 1522 46022 1422 N/A N/A N/A
Money market fund                
American Funds U.S. Government
Money Market Fund 
1059 1359 1559 46059 1459 N/A N/A 48059

International Growth and Income Fund — Page 85


 
 

 

                 
  Fund numbers
Fund Class
R-1
Class
R-2
Class
R-2E
Class
R-3
Class
R-4
Class
R-5E
Class
R-5
Class
R-6
Stock and stock/fixed income funds                
AMCAP Fund  2102 2202 4102 2302 2402 2702 2502 2602
American Balanced Fund  2111 2211 4111 2311 2411 2711 2511 2611
American Funds Developing World Growth and Income Fund  21100 22100 41100 23100 24100 27100 25100 26100
American Funds Global Balanced Fund  2137 2237 4137 2337 2437 2737 2537 2637
American Funds Global Insight Fund 21122 22122 41122 23122 24122 27122 25122 26122
American Funds International Vantage Fund  21123 22123 41123 23123 24123 27123 25123 26123
American Mutual Fund  2103 2203 4103 2303 2403 2703 2503 2603
Capital Income Builder  2112 2212 4112 2312 2412 2712 2512 2612
Capital World Growth and Income Fund 2133 2233 4133 2333 2433 2733 2533 2633
EuroPacific Growth Fund  2116 2216 4116 2316 2416 2716 2516 2616
Fundamental Investors  2110 2210 4110 2310 2410 2710 2510 2610
The Growth Fund of America  2105 2205 4105 2305 2405 2705 2505 2605
The Income Fund of America  2106 2206 4106 2306 2406 2706 2506 2606
International Growth and Income Fund  2134 2234 41034 2334 2434 27034 2534 2634
The Investment Company of America 2104 2204 4104 2304 2404 2704 2504 2604
The New Economy Fund  2114 2214 4114 2314 2414 2714 2514 2614
New Perspective Fund  2107 2207 4107 2307 2407 2707 2507 2607
New World Fund  2136 2236 4136 2336 2436 2736 2536 2636
SMALLCAP World Fund  2135 2235 4135 2335 2435 2735 2535 2635
Washington Mutual Investors Fund  2101 2201 4101 2301 2401 2701 2501 2601
Fixed income funds                
American Funds Emerging Markets Bond Fund  21114 22114 41114 23114 24114 27114 25114 26114
American Funds Corporate Bond Fund  2132 2232 4132 2332 2432 2732 2532 2632
American Funds Inflation Linked Bond Fund  2160 2260 4160 2360 2460 2760 2560 2660
American Funds Mortgage Fund  2142 2242 4142 2342 2442 2742 2542 2642
American Funds Multi-Sector Income Fund  21126 22126 41126 23126 24126 27126 25126 26126
American Funds Strategic Bond Fund  21112 22112 41112 23112 24112 27112 25112 26112
American High-Income Trust  2121 2221 4121 2321 2421 2721 2521 2621
The Bond Fund of America  2108 2208 4108 2308 2408 2708 2508 2608
Capital World Bond Fund  2131 2231 4131 2331 2431 2731 2531 2631
Intermediate Bond Fund of America 2123 2223 4123 2323 2423 2723 2523 2623
Short-Term Bond Fund of America  2148 2248 4148 2348 2448 2748 2548 2648
U.S. Government Securities Fund  2122 2222 4122 2322 2422 2722 2522 2622
Money market fund                
American Funds U.S. Government
Money Market Fund 
2159 2259 4159 2359 2459 2759 2559 2659

International Growth and Income Fund — Page 86


 
 

 

             
  Fund numbers
Fund Class A Class C Class T Class F-1 Class F-2 Class F-3
American Funds Target Date Retirement Series®            
American Funds 2065 Target Date Retirement FundSM 30185 33185 43185 34185 36185 37185
American Funds 2060 Target Date Retirement Fund® 083 383 43083 483 683 783
American Funds 2055 Target Date Retirement Fund® 082 382 43082 482 682 782
American Funds 2050 Target Date Retirement Fund® 069 369 43069 469 669 769
American Funds 2045 Target Date Retirement Fund® 068 368 43068 468 668 768
American Funds 2040 Target Date Retirement Fund® 067 367 43067 467 667 767
American Funds 2035 Target Date Retirement Fund® 066 366 43066 466 36066 766
American Funds 2030 Target Date Retirement Fund® 065 365 43065 465 665 765
American Funds 2025 Target Date Retirement Fund® 064 364 43064 464 664 764
American Funds 2020 Target Date Retirement Fund® 063 363 43063 463 663 763
American Funds 2015 Target Date Retirement Fund® 062 362 43062 462 662 762
American Funds 2010 Target Date Retirement Fund® 061 361 43061 461 661 761
                 
  Fund numbers
Fund Class
R-1
Class
R-2
Class
R-2E
Class
R-3
Class
R-4
Class
R-5E
Class
R-5
Class
R-6
American Funds Target Date Retirement Series®                
American Funds 2065
Target Date Retirement FundSM
21185 22185 41185 23185 24185 27185 25185 26185
American Funds 2060
Target Date Retirement Fund®
2183 2283 4183 2383 2483 2783 2583 2683
American Funds 2055
Target Date Retirement Fund®
2182 2282 4182 2382 2482 2782 2582 2682
American Funds 2050
Target Date Retirement Fund®
2169 2269 4169 2369 2469 2769 2569 2669
American Funds 2045
Target Date Retirement Fund®
2168 2268 4168 2368 2468 2768 2568 2668
American Funds 2040
Target Date Retirement Fund®
2167 2267 4167 2367 2467 2767 2567 2667
American Funds 2035
Target Date Retirement Fund®
2166 2266 4166 2366 2466 2766 2566 2666
American Funds 2030
Target Date Retirement Fund®
2165 2265 4165 2365 2465 2765 2565 2665
American Funds 2025
Target Date Retirement Fund®
2164 2264 4164 2364 2464 2764 2564 2664
American Funds 2020
Target Date Retirement Fund®
2163 2263 4163 2363 2463 2763 2563 2663
American Funds 2015
Target Date Retirement Fund®
2162 2262 4162 2362 2462 2762 2562 2662
American Funds 2010
Target Date Retirement Fund®
2161 2261 4161 2361 2461 2761 2561 2661

International Growth and Income Fund — Page 87


 
 

 

               
  Fund numbers
Fund Class
529-A
Class
529-C
Class
529-E
Class
529-T
Class
529-F-1
Class
529-F-2
Class
529-F-3
American Funds College Target Date Series®              
American Funds College 2036 FundSM  10125 13125 15125 46125 14125 N/A N/A
American Funds College 2033 Fund®  10103 13103 15103 46103 14103 N/A N/A
American Funds College 2030 Fund®  1094 1394 1594 46094 1494 N/A N/A
American Funds College 2027 Fund®  1093 1393 1593 46093 1493 N/A N/A
American Funds College 2024 Fund®  1092 1392 1592 46092 1492 N/A N/A
American Funds College 2021 Fund®  1091 1391 1591 46091 1491 N/A N/A
American Funds College Enrollment Fund®  1088 1388 1588 46088 1488 N/A N/A

International Growth and Income Fund — Page 88


 
 

 

             
  Fund numbers
Fund Class A Class C Class T Class F-1 Class F-2 Class F-3
American Funds Portfolio SeriesSM            
American Funds Global Growth PortfolioSM  055 355 43055 455 655 755
American Funds Growth PortfolioSM  053 353 43053 453 653 753
American Funds Growth and Income PortfolioSM  051 351 43051 451 651 751
American Funds Moderate Growth and Income PortfolioSM  050 350 43050 450 650 750
American Funds Conservative Growth and Income PortfolioSM  047 347 43047 447 647 747
American Funds Tax-Aware Conservative
Growth and Income PortfolioSM 
046 346 43046 446 646 746
American Funds Preservation PortfolioSM  045 345 43045 445 645 745
American Funds Tax-Exempt Preservation PortfolioSM 044 344 43044 444 644 744
                 
  Fund numbers
Fund Class
529-A
Class
529-C
Class
529-E
Class
529-T
Class
529-F-1
Class
529-F-2
Class
529-F-3
Class
ABLE-A
American Funds Global Growth Portfolio  1055 1355 1555 46055 1455 N/A N/A 48055
American Funds Growth Portfolio  1053 1353 1553 46053 1453 N/A N/A 48053
American Funds Growth and Income Portfolio  1051 1351 1551 46051 1451 N/A N/A 48051
American Funds Moderate Growth and Income Portfolio  1050 1350 1550 46050 1450 N/A N/A 48050
American Funds Conservative Growth and Income Portfolio  1047 1347 1547 46047 1447 N/A N/A 48047
American Funds Tax-Aware Conservative Growth and Income Portfolio  N/A N/A N/A N/A N/A N/A N/A N/A
American Funds Preservation Portfolio  1045 1345 1545 46045 1445 N/A N/A 48045
American Funds Tax-Exempt Preservation Portfolio  N/A N/A N/A N/A N/A N/A N/A N/A
                 
  Fund numbers
Fund Class
R-1
Class
R-2
Class
R-2E
Class
R-3
Class
R-4
Class
R-5E
Class
R-5
Class
R-6
American Funds Global Growth Portfolio  2155 2255 4155 2355 2455 2755 2555 2655
American Funds Growth Portfolio  2153 2253 4153 2353 2453 2753 2553 2653
American Funds Growth and Income Portfolio  2151 2251 4151 2351 2451 2751 2551 2651
American Funds Moderate Growth and Income Portfolio  2150 2250 4150 2350 2450 2750 2550 2650
American Funds Conservative Growth and Income Portfolio  2147 2247 4147 2347 2447 2747 2547 2647
American Funds Tax-Aware Conservative
Growth and Income Portfolio 
N/A N/A N/A N/A N/A N/A N/A N/A
American Funds Preservation Portfolio  2145 2245 4145 2345 2445 2745 2545 2645
American Funds Tax-Exempt Preservation Portfolio N/A N/A N/A N/A N/A N/A N/A N/A

International Growth and Income Fund — Page 89


 
 

 

             
  Fund numbers
Fund Class A Class C Class T Class F-1 Class F-2 Class F-3
American Funds Retirement Income Portfolio SeriesSM            
American Funds Retirement Income Portfolio – ConservativeSM  30109 33109 43109 34109 36109 37109
American Funds Retirement Income Portfolio – ModerateSM  30110 33110 43110 34110 36110 37110
American Funds Retirement Income Portfolio – EnhancedSM  30111 33111 43111 34111 36111 37111
                 
  Fund numbers
Fund Class
R-1
Class
R-2
Class
R-2E
Class
R-3
Class
R-4
Class
R-5E
Class
R-5
Class
R-6
American Funds Retirement Income Portfolio – Conservative  21109 22109 41109 23109 24109 27109 25109 26109
American Funds Retirement Income Portfolio – Moderate  21110 22110 41110 23110 24110 27110 25110 26110
American Funds Retirement Income Portfolio – Enhanced  21111 22111 41111 23111 24111 27111 25111 26111

International Growth and Income Fund — Page 90


 
 

 

 

Appendix

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

Description of bond ratings

Moody’s
Long-term rating scale

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

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

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

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

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

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

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

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

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

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

International Growth and Income Fund — Page 91


 
 

 

 

Standard & Poor’s
Long-term issue credit ratings

AAA
An obligation rated AAA has the highest rating assigned by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.

AA
An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.

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

BBB
An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

BB, B, CCC, CC, and C

Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

BB
An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

B
An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.

CCC
An obligation rated CCC is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

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

International Growth and Income Fund — Page 92


 
 

 

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

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

Plus (+) or minus (–)

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

NR

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

International Growth and Income Fund — Page 93


 
 

 

 

Fitch Ratings, Inc.
Long-term credit ratings

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

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

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

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

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

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

CCC
Substantial credit risk. Default is a real possibility.

CC
Very high levels of credit risk. Default of some kind appears probable.

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

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

· The issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or

· Fitch Ratings otherwise believes a condition of RD or D to be imminent or inevitable, including through the formal announcement of a distressed debt exchange.

International Growth and Income Fund — Page 94


 
 

 

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

· The selective payment default on a specific class or currency of debt;

· The uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation;

· The extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or

· Execution of a distressed debt exchange on one or more material financial obligations.

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

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

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

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

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

International Growth and Income Fund — Page 95


 
 

 

 

Description of commercial paper ratings

Moody’s

Global short-term rating scale

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.

NP

Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

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 96


 

 

 
 

 

International Growth and Income FundSM
Investment portfolio
June 30, 2020
Common stocks 93.09%
Financials 17.38%
Shares Value
(000)
AIA Group Ltd.1 27,092,200 $252,149
EQT AB1 8,243,555 147,601
Ping An Insurance (Group) Co. of China, Ltd., Class H1 14,489,000 144,702
Zurich Insurance Group AG1 403,766 142,193
Euronext NV1 1,352,998 135,498
Toronto-Dominion Bank (CAD denominated) 2,651,424 118,334
Prudential PLC1 7,079,356 106,613
HDFC Bank Ltd.1 7,184,091 102,406
Sberbank of Russia PJSC (ADR)1,2 8,829,392 100,310
AXA SA1,2 4,601,330 96,026
B3 SA - Brasil, Bolsa, Balcao 9,080,000 91,984
Hong Kong Exchanges and Clearing Ltd.1 1,799,000 76,671
UBS Group AG1 6,564,686 75,419
Partners Group Holding AG1 81,679 73,964
Deutsche Boerse AG1 371,301 67,112
HDFC Life Insurance Company Ltd.1,2 8,185,000 59,610
Hiscox Ltd.1 5,963,994 58,217
London Stock Exchange Group PLC1 557,896 57,711
Aviva PLC1 16,994,815 57,513
Kotak Mahindra Bank Ltd.1 2,755,000 49,717
UniCredit SpA1,2 4,960,623 45,541
Société Générale1,2 2,709,923 45,085
Moscow Exchange MICEX-RTS PJSC1 26,198,788 41,657
Barclays PLC1 28,651,272 40,535
Tokio Marine Holdings, Inc.1 927,400 40,403
Fairfax Financial Holdings Ltd., subordinate voting shares 127,953 39,531
Macquarie Group Ltd.1 472,707 38,910
Banco Bilbao Vizcaya Argentaria, SA1 10,933,066 37,554
Intercontinental Exchange, Inc. 409,746 37,533
FinecoBank SpA1,2 2,260,000 30,454
Banco Santander, SA1 11,587,930 28,257
Brookfield Asset Management Inc., Class A (CAD denominated) 848,475 27,924
ORIX Corp.1 2,198,600 27,109
AIB Group PLC1,2 21,132,781 26,338
Bank of Nova Scotia (CAD denominated) 609,623 25,227
M&G PLC1 11,818,986 24,499
Swedbank AB, Class A1,2 1,796,281 22,990
BB Seguridade Participações SA 4,565,000 22,892
DNB ASA1,2 1,587,215 21,001
Resona Holdings, Inc.1 5,870,300 20,031
TMX Group Ltd. 201,775 19,950
Lloyds Banking Group PLC1 49,155,000 18,962
Discovery Ltd.1 3,080,877 18,550
Credicorp Ltd. 137,000 18,313
Investor AB, Class B1 258,000 13,595
International Growth and Income Fund — Page 1 of 7

Common stocks (continued)
Financials (continued)
Shares Value
(000)
ICICI Bank Ltd. (ADR) 424,138 $3,940
Piraeus Bank SA1,2 12,070 21
    2,750,552
Information technology 12.16%    
Taiwan Semiconductor Manufacturing Company, Ltd.1 55,568,506 588,028
ASML Holding NV1 966,781 354,401
Tokyo Electron Ltd.1 797,500 195,716
SAP SE1 721,346 100,408
Broadcom Inc. 291,221 91,912
Edenred SA1 1,990,804 86,972
PagSeguro Digital Ltd., Class A2 1,999,702 70,669
Keyence Corp.1 159,000 66,386
TDK Corp.1 658,500 65,280
Vanguard International Semiconductor Corp.1 23,116,250 60,840
Temenos AG1 306,810 47,570
Nokia Corp.1 8,345,949 36,550
Logitech International SA1 513,682 33,494
MediaTek Inc.1 1,428,000 27,940
NetEase, Inc.1 1,409,100 24,290
Largan Precision Co., Ltd.1 169,000 23,322
Murata Manufacturing Co., Ltd.1 345,800 20,262
AAC Technologies Holdings Inc.1 2,446,000 14,976
Infosys Ltd. (ADR) 947,300 9,151
Capita PLC1,2 7,382,450 4,027
Nemetschek SE1 22,624 1,552
    1,923,746
Consumer staples 10.65%    
British American Tobacco PLC1 11,811,525 453,816
Nestlé SA1 2,327,188 257,097
Philip Morris International Inc. 2,561,607 179,466
Pernod Ricard SA1 849,054 133,445
Associated British Foods PLC1 4,723,677 111,938
Anheuser-Busch InBev SA/NV1 2,198,641 108,364
Kweichow Moutai Co., Ltd., Class A1 467,763 96,805
Carlsberg A/S, Class B1 671,105 88,653
Japan Tobacco Inc.1 4,074,300 75,594
Unilever PLC1 1,392,205 75,064
Bakkafrost P/F1,2 441,027 27,781
Reckitt Benckiser Group PLC1 244,767 22,526
Unilever NV (EUR denominated)1 400,080 21,218
Mowi ASA1 917,432 17,437
Danone SA1,2 224,313 15,500
    1,684,704
Consumer discretionary 10.49%    
Wynn Macau, Ltd.1 109,053,200 189,455
LVMH Moët Hennessy-Louis Vuitton SE1 309,298 135,472
Evolution Gaming Group AB1 2,241,311 133,487
Alibaba Group Holding Ltd.1,2 4,838,000 130,736
Midea Group Co., Ltd., Class A1 10,792,366 91,294
Renault SA1,2 3,390,000 85,809
Ocado Group PLC1,2 2,701,900 67,829
Naspers Ltd., Class N1 363,275 66,272
International Growth and Income Fund — Page 2 of 7

Common stocks (continued)
Consumer discretionary (continued)
Shares Value
(000)
Valeo SA, non-registered shares1 2,412,261 $63,187
adidas AG1,2 238,000 62,266
Gree Electric Appliances, Inc. of Zhuhai, Class A1 7,430,145 59,733
Sands China Ltd.1 15,145,600 59,268
Sony Corp.1 789,500 54,066
Peugeot SA1,2 3,215,039 52,188
Cie. Financière Richemont SA, Class A1 763,173 48,598
InterContinental Hotels Group PLC1 1,077,963 47,779
MGM China Holdings, Ltd.1 35,750,800 46,473
Paltac Corp.1 983,400 45,095
Restaurant Brands International Inc. (CAD denominated) 729,672 39,714
Prosus NV1,2 363,275 33,716
OPAP SA1 3,040,167 28,958
HUGO BOSS AG1 710,014 21,439
Barratt Developments PLC1 3,337,000 20,469
Li Ning Co. Ltd.1 6,259,548 19,898
Sodexo SA1 281,826 19,037
Galaxy Entertainment Group Ltd.1 2,503,000 16,995
Accor SA1,2 376,419 10,213
Industria de Diseño Textil, SA1 380,234 10,053
    1,659,499
Health care 9.41%    
AstraZeneca PLC1 4,225,206 440,463
Sanofi1 1,774,692 180,555
Novartis AG1 1,650,846 143,443
Novo Nordisk A/S, Class B1 1,673,486 108,293
Koninklijke Philips NV (EUR denominated)1,2 2,294,490 106,847
GlaxoSmithKline PLC1 4,354,761 88,236
Fisher & Paykel Healthcare Corp. Ltd.1 3,713,702 85,880
Bayer AG1 964,357 70,783
HOYA Corp.1 689,600 66,040
Hypera SA, ordinary nominative 6,398,800 39,183
Coloplast A/S, Class B1 195,879 30,367
Shionogi & Co., Ltd.1 470,200 29,434
ORPEA Group, non-registered shares1 205,000 23,678
Hutchison China MediTech Ltd. (ADR)2 817,655 22,551
Takeda Pharmaceutical Company, Ltd.1 579,600 20,686
Mettler-Toledo International Inc.2 19,100 15,386
Roche Holding AG, nonvoting, non-registered shares1 25,300 8,760
Galapagos NV1,2 42,171 8,279
    1,488,864
Industrials 7.63%    
Airbus SE, non-registered shares1,2 2,265,965 161,243
BAE Systems PLC1 25,255,891 151,065
SMC Corp.1 231,400 118,107
ABB Ltd1 3,393,872 76,286
Safran SA1,2 762,351 76,260
Rheinmetall AG1 790,016 68,328
CCR SA, ordinary nominative 22,941,700 61,171
Meggitt PLC1 15,351,644 55,885
Ryanair Holdings PLC (ADR)2 833,813 55,315
AB Volvo, Class B1,2 3,119,400 48,761
Alliance Global Group, Inc.1,2 350,520,000 47,998
International Growth and Income Fund — Page 3 of 7

Common stocks (continued)
Industrials (continued)
Shares Value
(000)
Kone OYJ, Class B1 674,641 $46,359
Cathay Pacific Airways Ltd.1 44,863,000 43,420
ASSA ABLOY AB, Class B1 1,961,786 39,832
VAT Group AG1 176,200 32,124
Bunzl PLC1 946,248 25,370
Experian PLC1 614,000 21,416
MTU Aero Engines AG1,2 102,515 17,717
Epiroc AB, Class B1 613,320 7,491
Epiroc AB, Class A1 583,481 7,260
Geberit AG1 23,180 11,589
Aeroflot - Russian Airlines PJSC1 9,680,000 11,122
Canadian National Railway Company (CAD denominated) 110,000 9,732
International Consolidated Airlines Group SA (CDI)1 3,098,083 8,506
JGC Holdings Corp.1 524,698 5,523
    1,207,880
Utilities 6.29%    
Enel SpA1 41,152,645 354,537
Ørsted AS1 1,233,237 142,229
Engie SA1,2 7,619,174 94,046
SSE PLC1 5,030,313 84,932
National Grid PLC1 5,844,800 71,571
Brookfield Infrastructure Partners LP 1,683,664 69,289
Guangdong Investment Ltd.1 31,308,000 53,741
Iberdrola, SA, non-registered shares1 4,477,836 51,864
China Gas Holdings Ltd.1 16,822,400 51,804
Hong Kong and China Gas Co. Ltd.1 6,426,000 9,937
ENN Energy Holdings Ltd.1 737,200 8,279
Brookfield Infrastructure Corp., Class A, subordinate voting shares 60,407 2,752
    994,981
Communication services 6.08%    
Koninklijke KPN NV1 60,056,826 159,066
Vodafone Group PLC1 97,007,427 154,684
Nintendo Co., Ltd.1 300,800 133,846
Tencent Holdings Ltd.1 1,674,700 107,572
América Móvil, SAB de CV, Series L (ADR) 5,582,794 70,846
SoftBank Corp.1 4,911,000 62,509
KT Corp. (ADR) 3,279,892 31,946
KT Corp.1 956,370 18,864
Ubisoft Entertainment SA1,2 495,000 40,768
Shaw Communications Inc., Class B, nonvoting shares 2,406,783 39,250
Perusahaan Perseroan (Persero) Telekomunikasi Indonesia Tbk PT, Class B1 159,025,000 33,976
Bharti Infratel Ltd.1 11,108,993 32,627
BT Group PLC1 22,013,301 31,070
HKBN Ltd.1 13,981,500 24,480
Nippon Telegraph and Telephone Corp.1 499,000 11,617
China Tower Corp. Ltd., Class H1 52,746,000 9,335
    962,456
Energy 5.15%    
LUKOIL Oil Co. PJSC (ADR)1 1,604,193 118,912
Gazprom PJSC (ADR)1 20,184,915 108,711
TC Energy Corp. (CAD denominated) 2,401,400 102,594
TOTAL SA1 2,457,552 93,607
International Growth and Income Fund — Page 4 of 7

Common stocks (continued)
Energy (continued)
Shares Value
(000)
Royal Dutch Shell PLC, Class B1 4,736,716 $71,677
Royal Dutch Shell PLC, Class B (ADR) 179,889 5,478
Royal Dutch Shell PLC, Class A (GBP denominated)1 102,910 1,637
Schlumberger Ltd. 3,972,479 73,054
INPEX Corp.1 11,193,300 69,297
Inter Pipeline Ltd. 5,098,845 47,473
Enbridge Inc. (CAD denominated) 1,233,437 37,505
Galp Energia, SGPS, SA, Class B1 2,302,157 26,593
Rosneft Oil Company PJSC (GDR)1 4,321,939 21,680
Reliance Industries Ltd.1 859,046 19,415
Neste Oyj1 432,000 16,872
    814,505
Materials 5.04%    
Vale SA, ordinary nominative 11,137,000 114,522
Vale SA, ordinary nominative (ADR) 2,495,000 25,723
Linde PLC 608,500 129,069
Koninklijke DSM NV1 844,477 116,726
Rio Tinto PLC1 1,411,865 79,446
Asahi Kasei Corp.1 8,076,700 65,620
AngloGold Ashanti Ltd. (ADR) 2,000,700 59,001
LafargeHolcim Ltd.1 784,862 34,328
LyondellBasell Industries NV 513,558 33,751
Alrosa PJSC1 25,367,616 22,972
Barrick Gold Corp. (GBP denominated) 796,147 21,423
Air Liquide SA, non-registered shares1 131,450 18,940
Wheaton Precious Metals Corp. (CAD denominated) 425,424 18,711
Fortescue Metals Group Ltd.1 1,918,813 18,411
Shin-Etsu Chemical Co., Ltd.1 116,700 13,642
Sika AG1 49,905 9,592
Givaudan SA1 2,433 9,050
Nutrien Ltd. (CAD denominated) 118,801 3,817
Gerdau SA (ADR) 1,202,700 3,560
    798,304
Real estate 2.81%    
Longfor Group Holdings Ltd.1 25,035,000 119,243
CK Asset Holdings Ltd.1 17,128,244 101,853
China Overseas Land & Investment Ltd.1 25,837,500 78,026
Link Real Estate Investment Trust REIT1 6,156,326 50,234
Vonovia SE1,2 559,654 34,283
Brookfield Property Partners LP 2,839,843 28,086
Unibail-Rodamco-Westfield REIT, non-registered shares1 470,006 26,437
Central Pattana PCL, foreign registered1 3,723,700 5,957
    444,119
Total common stocks (cost: $13,161,873,000)   14,729,610
Preferred securities 2.71%
Information technology 1.64%
   
Samsung Electronics Co., Ltd., nonvoting preferred shares1 6,662,535 260,187
International Growth and Income Fund — Page 5 of 7

Preferred securities (continued)
Consumer discretionary 0.52%
Shares Value
(000)
Hyundai Motor Co., Series 2, preferred shares1 943,537 $45,063
Volkswagen AG, nonvoting preferred shares1,2 243,797 36,869
    81,932
Materials 0.30%    
Gerdau SA, preferred nominative 15,996,900 47,095
Financials 0.16%    
Banco Bradesco SA, preferred nominative 6,661,490 25,357
Health care 0.09%    
Sartorius AG, nonvoting preferred, non-registered shares1 42,000 13,798
Total preferred securities (cost: $437,475,000)   428,369
Short-term securities 4.14%
Money market investments 4.14%
   
Capital Group Central Cash Fund 0.18%3 6,550,781 655,144
Total short-term securities (cost: $655,042,000)   655,144
Total investment securities 99.94% (cost: $14,254,390,000)   15,813,123
Other assets less liabilities 0.06%   9,330
Net assets 100.00%   $15,822,453
1 Valued under fair value procedures adopted by authority of the board of trustees. The total value of all such securities was $13,167,799,000, which represented 83.22% of the net assets of the fund. This entire amount relates to certain securities trading outside the U.S. whose values were adjusted as a result of significant market movements following the close of local trading.
2 Security did not produce income during the last 12 months.
3 Rate represents the seven-day yield at 6/30/2020.
International Growth and Income Fund — Page 6 of 7

Key to abbreviations
ADR = American Depositary Receipts
CAD = Canadian dollars
CDI = CREST Depository Interest
EUR = Euros
GBP = British pounds
GDR = Global Depositary Receipts
Additional financial disclosures are included in the fund’s current shareholder report and should be read in conjunction with this report.
Investments are not FDIC-insured, nor are they deposits of or guaranteed by a bank or any other entity, so they may lose value.
Investors should carefully consider investment objectives, risks, charges and expenses. This and other important information is contained in the fund prospectus and summary prospectus, which can be obtained from your financial professional and should be read carefully before investing. You may also call American Funds Service Company (AFS) at (800) 421-4225 or visit the Capital Group website at capitalgroup.com.
All Capital Group trademarks mentioned are owned by The Capital Group Companies, Inc., an affiliated company or fund. All other company and product names mentioned are the property of their respective companies.
American Funds Distributors, Inc., member FINRA.
© 2020 Capital Group. All rights reserved.
MFGEFP4-034-0820O-S78137 International Growth and Income Fund — Page 7 of 7

 

 

Summary investment portfolio June 30, 2020

 

Industry sector diversification Percent of net assets

 

 

Country diversification by domicile   Percent of
net assets
Euro zone*     23.99 %
United Kingdom     15.49  
Japan     7.65  
China     6.52  
Switzerland     6.36  
Hong Kong     5.49  
Taiwan     4.43  
United States     4.18  
Canada     3.49  
Other countries     18.20  
Short-term securities & other assets less liabilities     4.20  
* Countries using the euro as a common currency; those represented in the fund’s portfolio are Belgium, Finland, France, Germany, Greece, Ireland, Italy, the Netherlands, Portugal and Spain.
   
Common stocks 93.09%   Shares     Value
(000)
 
Financials 17.38%                
AIA Group Ltd.1     27,092,200     $ 252,149  
EQT AB1     8,243,555       147,601  
Ping An Insurance (Group) Co. of China, Ltd., Class H1     14,489,000       144,702  
Zurich Insurance Group AG1     403,766       142,193  
Euronext NV1     1,352,998       135,498  
Toronto-Dominion Bank (CAD denominated)     2,651,424       118,334  
Prudential PLC1     7,079,356       106,613  
HDFC Bank Ltd.1     7,184,091       102,406  
Sberbank of Russia PJSC (ADR)1,2     8,829,392       100,310  
AXA SA1,2     4,601,330       96,026  
Other securities             1,404,720  
              2,750,552  
                 
Information technology 12.16%                
Taiwan Semiconductor Manufacturing Company, Ltd.1     55,568,506       588,028  
ASML Holding NV1     966,781       354,401  
Tokyo Electron Ltd.1     797,500       195,716  
SAP SE1     721,346       100,408  
Other securities             685,193  
              1,923,746  
                 
Consumer staples 10.65%                
British American Tobacco PLC1     11,811,525       453,816  
Nestlé SA1     2,327,188       257,097  
Philip Morris International Inc.     2,561,607       179,466  
Pernod Ricard SA1     849,054       133,445  
Associated British Foods PLC1     4,723,677       111,938  
Anheuser-Busch InBev SA/NV1     2,198,641       108,364  
Kweichow Moutai Co., Ltd., Class A1     467,763       96,805  
Other securities             343,773  
              1,684,704  
                 
Consumer discretionary 10.49%                
Wynn Macau, Ltd.1     109,053,200       189,455  
LVMH Moët Hennessy-Louis Vuitton SE1     309,298       135,472  
Evolution Gaming Group AB1     2,241,311       133,487  
Alibaba Group Holding Ltd.1,2     4,838,000       130,736  
Other securities             1,070,349  
              1,659,499  
   
International Growth and Income Fund 5
 
Common stocks (continued)   Shares     Value
(000)
 
Health care 9.41%                
AstraZeneca PLC1     4,225,206     $ 440,463  
Sanofi1     1,774,692       180,555  
Novartis AG1     1,650,846       143,443  
Novo Nordisk A/S, Class B1     1,673,486       108,293  
Koninklijke Philips NV (EUR denominated)1,2     2,294,490       106,847  
Other securities             509,263  
              1,488,864  
                 
Industrials 7.63%                
Airbus SE, non-registered shares1,2     2,265,965       161,243  
BAE Systems PLC1     25,255,891       151,065  
SMC Corp.1     231,400       118,107  
Other securities             777,465  
              1,207,880  
                 
Utilities 6.29%                
Enel SpA1     41,152,645       354,537  
Ørsted AS1     1,233,237       142,229  
Engie SA1,2     7,619,174       94,046  
Other securities             404,169  
              994,981  
                 
Communication services 6.08%                
Koninklijke KPN NV1     60,056,826       159,066  
Vodafone Group PLC1     97,007,427       154,684  
Nintendo Co., Ltd.1     300,800       133,846  
Tencent Holdings Ltd.1     1,674,700       107,572  
Other securities             407,288  
              962,456  
                 
Energy 5.15%                
LUKOIL Oil Co. PJSC (ADR)1     1,604,193       118,912  
Gazprom PJSC (ADR)1     20,184,915       108,711  
TC Energy Corp. (CAD denominated)     2,401,400       102,594  
Other securities             484,288  
              814,505  
                 
Materials 5.04%                
Vale SA, ordinary nominative     11,137,000       114,522  
Vale SA, ordinary nominative (ADR)     2,495,000       25,723  
Linde PLC     608,500       129,069  
Koninklijke DSM NV1     844,477       116,726  
Other securities             412,264  
              798,304  
                 
Real estate 2.81%                
Longfor Group Holdings Ltd.1     25,035,000       119,243  
CK Asset Holdings Ltd.1     17,128,244       101,853  
Other securities             223,023  
              444,119  
                 
Total common stocks (cost: $13,161,873,000)             14,729,610  
                 
Preferred securities 2.71%                
Information technology 1.64%                
Samsung Electronics Co., Ltd., nonvoting preferred shares1     6,662,535       260,187  
                 
              260,187  
                 
Other 1.07%                
Other securities             168,182  
                 
Total preferred securities (cost: $437,475,000)             428,369  
   
6 International Growth and Income Fund
 
Short-term securities 4.14%   Shares     Value
(000)
 
Money market investments 4.14%                
Capital Group Central Cash Fund 0.18%3     6,550,781     $ 655,144  
                 
Total short-term securities (cost: $655,042,000)             655,144  
Total investment securities 99.94% (cost: $14,254,390,000)             15,813,123  
Other assets less liabilities 0.06%             9,330  
                 
Net assets 100.00%           $ 15,822,453  

 

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

 

“Other securities” includes all issues that are not disclosed separately in the summary investment portfolio.

 

1 Valued under fair value procedures adopted by authority of the board of trustees. The total value of all such securities, including those in “Other securities,” was $13,167,799,000, which represented 83.22% of the net assets of the fund. This entire amount relates to certain securities trading outside the U.S. whose values were adjusted as a result of significant market movements following the close of local trading.
2 Security did not produce income during the last 12 months.
3 Rate represents the seven-day yield at 6/30/2020.

 

Key to abbreviations

ADR = American Depositary Receipts
CAD = Canadian dollars
EUR = Euros

 

See notes to financial statements.

 

International Growth and Income Fund 7
 

Financial statements

 

Statement of assets and liabilities  
at June 30, 2020 (dollars in thousands)

 

Assets:            
Investment securities in unaffiliated issuers, at value (cost: $14,254,390)           $ 15,813,123  
Cash             1,119  
Cash denominated in currencies other than U.S. dollars (cost: $9,696)             9,688  
Receivables for:                
Sales of investments   $ 6,520          
Sales of fund’s shares     12,267          
Dividends and interest     56,002       74,789  
              15,898,719  
Liabilities:                
Payables for:                
Purchases of investments     49,925          
Repurchases of fund’s shares     12,564          
Investment advisory services     6,181          
Services provided by related parties     1,708          
Trustees’ deferred compensation     2,387          
Other     3,501       76,266  
Net assets at June 30, 2020           $ 15,822,453  
                 
Net assets consist of:                
Capital paid in on shares of beneficial interest           $ 15,678,974  
Total distributable earnings             143,479  
Net assets at June 30, 2020           $ 15,822,453  

 

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

 

Shares of beneficial interest issued and outstanding (no stated par value) —
unlimited shares authorized (514,511 total shares outstanding)

 

    Net assets     Shares
outstanding
    Net asset value
per share
 
Class A   $ 3,998,983       129,997     $ 30.76  
Class C     146,462       4,769       30.71  
Class T     10       *     30.75  
Class F-1     200,895       6,523       30.80  
Class F-2     2,454,914       79,791       30.77  
Class F-3     3,554,352       115,630       30.74  
Class 529-A     132,807       4,323       30.72  
Class 529-C     19,967       653       30.59  
Class 529-E     4,513       147       30.73  
Class 529-T     11       *     30.75  
Class 529-F-1     21,601       702       30.76  
Class R-1     2,685       87       30.71  
Class R-2     47,334       1,546       30.61  
Class R-2E     35,049       1,146       30.60  
Class R-3     77,573       2,527       30.70  
Class R-4     63,510       2,066       30.74  
Class R-5E     13,687       446       30.72  
Class R-5     31,705       1,025       30.92  
Class R-6     5,016,395       163,133       30.75  

 

* Amount less than one thousand.

 

See notes to financial statements.

 

8 International Growth and Income Fund
     
Statement of operations  
for the year ended June 30, 2020 (dollars in thousands)

 

Investment income:                
Income:                
Dividends (net of non-U.S. taxes of $34,082)   $ 418,264          
Interest     53     $ 418,317  
Fees and expenses*:                
Investment advisory services     72,983          
Distribution services     15,178          
Transfer agent services     10,335          
Administrative services     4,589          
Reports to shareholders     565          
Registration statement and prospectus     532          
Trustees’ compensation     410          
Auditing and legal     175          
Custodian     3,074          
Other     169       108,010  
Net investment income             310,307  
                 
Net realized loss and unrealized depreciation:                
Net realized (loss) gain on:                
Investments in unaffiliated issuers     (520,100 )        
In-kind redemptions     2,303          
Currency transactions     (4,540 )     (522,337 )
Net unrealized depreciation on:                
Investments in unaffiliated issuers     (570,292 )        
Currency translations     (1,920 )     (572,212 )
Net realized loss and unrealized depreciation             (1,094,549 )
Net decrease in net assets resulting from operations           $ (784,242 )

 

* Additional information related to class-specific fees and expenses is included in the notes to financial statements.

 

Statements of changes in net assets  
  (dollars in thousands)

 

 

    Year ended June 30,  
    2020     2019  
Operations:                
Net investment income   $ 310,307     $ 372,555  
Net realized loss     (522,337 )     (56,078 )
Net unrealized (depreciation) appreciation     (572,212 )     87,851  
Net (decrease) increase in net assets resulting from operations     (784,242 )     404,328  
                 
Distributions paid to shareholders     (327,783 )     (372,258 )
                 
Net capital share transactions     1,585,951       1,067,604  
                 
Total increase in net assets     473,926       1,099,674  
                 
Net assets:                
Beginning of year     15,348,527       14,248,853  
End of year   $ 15,822,453     $ 15,348,527  

 

 

See notes to financial statements.

 

International Growth and Income Fund 9
     

Notes to financial statements

 

1. Organization

 

International Growth and Income Fund (the “fund”) is registered under the Investment Company Act of 1940 as an open-end, diversified management investment company. The fund seeks to provide long-term growth of capital while providing current income.

 

The fund has 19 share classes consisting of six retail share classes (Classes A, C, T, F-1, F-2 and F-3), five 529 college savings plan share classes (Classes 529-A, 529-C, 529-E, 529-T and 529-F-1) and eight retirement plan share classes (Classes R-1, R-2, R-2E, R-3, R-4, R-5E, R-5 and R-6). The 529 college savings plan share classes can be used to save for college education. The retirement plan share classes are generally offered only through eligible employer-sponsored retirement plans. The fund’s share classes are described further in the following table:

 

Share class   Initial sales
charge
  Contingent deferred sales
charge upon redemption
  Conversion feature  
Classes A and 529-A   Up to 5.75%1   None (except 1% for certain redemptions within 18 months of purchase without an initial sales charge)   None  
Class C   None   1% for redemptions within one year of purchase   Class C converts to Class F-1 after 10 years2  
Class 529-C   None   1% for redemptions within one year of purchase   Class 529-C converts to Class 529-A after 10 years3  
Class 529-E   None   None   None  
Classes T and 529-T4   Up to 2.50%   None   None  
Classes F-1, F-2, F-3 and 529-F-1   None   None   None  
Classes R-1, R-2, R-2E, R-3, R-4, R-5E, R-5 and R-6   None   None   None  
1 Up to 3.50% for Class 529-A shares purchased on or after June 30, 2020.
2 Effective June 30, 2020, Class C converts to Class A after 8 years.
3 Effective June 30, 2020, Class 529-C converts to Class 529-A after 5 years.
4 Class T and 529-T shares are not available for purchase.

 

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

 

2. Significant accounting policies

 

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

 

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

 

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

 

Distributions paid to shareholders — Income dividends and capital gain distributions are recorded on the ex-dividend date.

 

10 International Growth and Income Fund
     

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

 

In-kind redemptions — The fund normally redeems shares in cash; however, under certain conditions and circumstances, payment of the redemption price wholly or partly with portfolio securities or other fund assets may be permitted. A redemption of shares in-kind is based upon the closing value of the shares being redeemed as of the trade date. Realized gains/losses resulting from redemptions of shares in-kind are reflected separately in the fund’s statement of operations.

 

3. Valuation

 

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

 

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

 

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

 

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

 

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

 

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

 

Securities with both fixed-income and equity characteristics, or equity securities traded principally among fixed-income dealers, are generally valued in the manner described for either equity or fixed-income securities, depending on which method is deemed most appropriate by the fund’s investment adviser. The Capital Group Central Cash Fund (“CCF”), a fund within the Capital Group Central Fund Series (“Central Funds”), is valued based upon a floating net asset value, which fluctuates with changes in the value of CCF’s portfolio securities. The underlying securities are valued based on the policies and procedures in CCF’s statement of additional information.

 

International Growth and Income Fund 11
     

Securities and other assets for which representative market quotations are not readily available or are considered unreliable by the fund’s investment adviser are fair valued as determined in good faith under fair valuation guidelines adopted by authority of the fund’s board of trustees as further described. The investment adviser follows fair valuation guidelines, consistent with U.S. Securities and Exchange Commission rules and guidance, to consider relevant principles and factors when making fair value determinations. The investment adviser considers relevant indications of value that are reasonably and timely available to it in determining the fair value to be assigned to a particular security, such as the type and cost of the security; contractual or legal restrictions on resale of the security; relevant financial or business developments of the issuer; actively traded similar or related securities; conversion or exchange rights on the security; related corporate actions; significant events occurring after the close of trading in the security; and changes in overall market conditions. In addition, the closing prices of equity securities that trade in markets outside U.S. time zones may be adjusted to reflect significant events that occur after the close of local trading but before the net asset value of each share class of the fund is determined. Fair valuations and valuations of investments that are not actively trading involve judgment and may differ materially from valuations that would have been used had greater market activity occurred.

 

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

 

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

 

Classifications — The fund’s investment adviser classifies the fund’s assets and liabilities into three levels based on the inputs used to value the assets or liabilities. Level 1 values are based on quoted prices in active markets for identical securities. Level 2 values are based on significant observable market inputs, such as quoted prices for similar securities and quoted prices in inactive markets. Certain securities trading outside the U.S. may transfer between Level 1 and Level 2 due to valuation adjustments resulting from significant market movements following the close of local trading. Level 3 values are based on significant unobservable inputs that reflect the investment adviser’s determination of assumptions that market participants might reasonably use in valuing the securities. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. For example, U.S. government securities are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market. The following table presents the fund’s valuation levels as of June 30, 2020 (dollars in thousands):

 

    Investment securities  
    Level 1     Level 2     Level 3     Total  
Assets:                                
Common stocks:                                
Financials   $ 405,628     $ 2,344,924     $     $ 2,750,552  
Information technology     171,732       1,752,014             1,923,746  
Consumer staples     179,466       1,505,238             1,684,704  
Consumer discretionary     39,714       1,619,785             1,659,499  
Health care     77,120       1,411,744             1,488,864  
Industrials     126,218       1,081,662             1,207,880  
Utilities     72,041       922,940             994,981  
Communication services     142,042       820,414             962,456  
Energy     266,104       548,401             814,505  
Materials     409,577       388,727             798,304  
Real estate     28,086       416,033             444,119  
Preferred securities     72,452       355,917             428,369  
Short-term securities     655,144                   655,144  
Total   $ 2,645,324     $ 13,167,799     $     $ 15,813,123  

 

12 International Growth and Income Fund
     

4. Risk factors

 

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

 

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

 

Economies and financial markets throughout the world are highly interconnected. Economic, financial or political events, trading and tariff arrangements, wars, terrorism, cybersecurity events, natural disasters, public health emergencies (such as the spread of infectious disease) and other circumstances in one country or region could have impacts on global economies or markets. As a result, whether or not the fund invests in securities of issuers located in or with significant exposure to the countries affected, the value and liquidity of the fund’s investments may be negatively affected by developments in other countries and regions.

 

Issuer risks — The prices of, and the income generated by, securities held by the fund may decline in response to various factors directly related to the issuers of such securities, including reduced demand for an issuer’s goods or services, poor management performance, major litigation related to the issuer, changes in government regulations affecting the issuer or its competitive environment and strategic initiatives such as mergers, acquisitions or dispositions and the market response to any such initiatives.

 

Investing outside the U.S. — Securities of issuers domiciled outside the U.S., or with significant operations or revenues outside the U.S., may lose value because of adverse political, social, economic or market developments (including social instability, regional conflicts, terrorism and war) in the countries or regions in which the issuers operate or generate revenue. These securities may also lose value due to changes in foreign currency exchange rates against the U.S. dollar and/or currencies of other countries. Issuers of these securities may be more susceptible to actions of foreign governments, such as nationalization, currency blockage or the imposition of price controls or punitive taxes, each of which could adversely impact the value of these securities. Securities markets in certain countries may be more volatile and/or less liquid than those in the U.S. Investments outside the U.S. may also be subject to different accounting practices and different regulatory, legal and reporting standards and practices, and may be more difficult to value, than those in the U.S. In addition, the value of investments outside the U.S. may be reduced by foreign taxes, including foreign withholding taxes on interest and dividends. Further, there may be increased risks of delayed settlement of securities purchased or sold by the fund. The risks of investing outside the U.S. may be heightened in connection with investments in emerging markets.

 

Investing in emerging markets — Investing in emerging markets may involve risks in addition to and greater than those generally associated with investing in the securities markets of developed countries. For instance, emerging market countries may have less developed legal and accounting systems than those in developed countries. The governments of these countries may be less stable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, and/or impose punitive taxes that could adversely affect the prices of securities. In addition, the economies of these countries may be dependent on relatively few industries that are more susceptible to local and global changes. Securities markets in these countries can also be relatively small and have substantially lower trading volumes. As a result, securities issued in these countries may be more volatile and less liquid, and may be more difficult to value, than securities issued in countries with more developed economies and/or markets. Less certainty with respect to security valuations may lead to additional challenges and risks in calculating the fund’s net asset value. Additionally, emerging markets are more likely to experience problems with the clearing and settling of trades and the holding of securities by banks, agents and depositories that are less established than those in developed countries.

 

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

 

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

 

International Growth and Income Fund 13
     

Management — The investment adviser to the fund actively manages the fund’s investments. Consequently, the fund is subject to the risk that the methods and analyses, including models, tools and data, employed by the investment adviser in this process may be flawed or incorrect and may not produce the desired results. This could cause the fund to lose value or its investment results to lag relevant benchmarks or other funds with similar objectives. Your investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, entity or person. You should consider how this fund fits into your overall investment program.

 

5. Taxation and distributions

 

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

 

As of and during the year ended June 30, 2020, the fund did not have a liability for any unrecognized tax benefits. The fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statement of operations. During the period, the fund did not incur any significant interest or penalties.

 

The fund’s tax returns are not subject to examination by federal, state and, if applicable, non-U.S. tax authorities after the expiration of each jurisdiction’s statute of limitations, which is generally three years after the date of filing but can be extended in certain jurisdictions.

 

Non-U.S. taxation — Dividend and interest income are recorded net of non-U.S. taxes paid. The fund may file withholding tax reclaims in certain jurisdictions to recover a portion of amounts previously withheld. As a result of rulings from European courts, the fund filed for additional reclaims related to prior years. These reclaims are recorded when the amount is known and there are no significant uncertainties on collectability. Gains realized by the fund on the sale of securities in certain countries, if any, may be subject to non-U.S. taxes. If applicable, the fund records an estimated deferred tax liability based on unrealized gains to provide for potential non-U.S. taxes payable upon the sale of these securities.

 

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

 

During the year ended June 30, 2020, the fund reclassified $2,235,000 from total distributable earnings to capital paid in on shares of beneficial interest to align financial reporting with tax reporting.

 

As of June 30, 2020, the tax basis components of distributable earnings, unrealized appreciation (depreciation) and cost of investments were as follows (dollars in thousands):

 

Undistributed ordinary income   $ 24,096  
Capital loss carryforward*     (1,361,183 )
Gross unrealized appreciation on investments     3,034,602  
Gross unrealized depreciation on investments     (1,551,294 )
Net unrealized appreciation on investments     1,483,308  
Cost of investments     14,329,815  

 

* The capital loss carryforward will be used to offset any capital gains realized by the fund in future years. The fund will not make distributions from capital gains while a capital loss carryforward remains.

 

14 International Growth and Income Fund
     

Tax-basis distributions paid to shareholders from ordinary income were as follows (dollars in thousands):

 

    Year ended June 30  
Share class   2020     2019  
Class A   $ 85,271     $ 110,623  
Class C     2,022       3,407  
Class T        
Class F-1     3,880       4,852  
Class F-2     59,452       71,597  
Class F-3     63,879       68,104  
Class 529-A     2,676       3,338  
Class 529-C     252       415  
Class 529-E     82       108  
Class 529-T        
Class 529-F-1     462       508  
Class R-1     34       51  
Class R-2     605       868  
Class R-2E     276       76  
Class R-3     1,132       1,328  
Class R-4     1,261       1,591  
Class R-5E     239       110  
Class R-5     635       688  
Class R-6     105,625       104,594  
Total   $ 327,783     $ 372,258  
   
Amount less than one thousand.

 

6. Fees and transactions with related parties

 

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

 

Investment advisory services — The fund has an investment advisory and service agreement with CRMC that provides for monthly fees accrued daily. These fees are based on a series of decreasing annual rates beginning with 0.690% on the first $500 million of daily net assets and decreasing to 0.440% on such assets in excess of $17 billion. For the year ended June 30, 2020, the investment advisory services fee was $72,983,000, which was equivalent to an annualized rate of 0.477% of average daily net assets.

 

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

 

Distribution services — The fund has plans of distribution for all share classes, except Class F-2, F-3, R-5E, R-5 and R-6 shares. Under the plans, the board of trustees approves certain categories of expenses that are used to finance activities primarily intended to sell fund shares and service existing accounts. The plans provide for payments, based on an annualized percentage of average daily net assets, ranging from 0.30% to 1.00% as noted in this section. In some cases, the board of trustees has limited the amounts that may be paid to less than the maximum allowed by the plans. All share classes with a plan may use up to 0.25% of average daily net assets to pay service fees, or to compensate AFD for paying service fees, to firms that have entered into agreements with AFD to provide certain shareholder services. The remaining amounts available to be paid under each plan are paid to dealers to compensate them for their sales activities.

 

  Share class   Currently approved limits   Plan limits
  Class A     0.30 %     0.30 %
  Class 529-A     0.30       0.50  
  Classes C, 529-C and R-1     1.00       1.00  
  Class R-2     0.75       1.00  
  Class R-2E     0.60       0.85  
  Classes 529-E and R-3     0.50       0.75  
  Classes T, F-1, 529-T, 529-F-1 and R-4     0.25       0.50  

 

International Growth and Income Fund 15
     

For Class A and 529-A shares, distribution-related expenses include the reimbursement of dealer and wholesaler commissions paid by AFD for certain shares sold without a sales charge. These share classes reimburse AFD for amounts billed within the prior 15 months but only to the extent that the overall annual expense limits are not exceeded. As of June 30, 2020, there were no unreimbursed expenses subject to reimbursement for Class A or 529-A shares.

 

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

 

Administrative services — The fund has an administrative services agreement with CRMC under which the fund compensates CRMC for providing administrative services to all share classes. Administrative services are provided by CRMC and its affiliates to help assist third parties providing non-distribution services to fund shareholders. These services include providing in-depth information on the fund and market developments that impact fund investments. Administrative services also include, but are not limited to, coordinating, monitoring and overseeing third parties that provide services to fund shareholders. The agreement provides the fund the ability to charge an administrative services fee at the annual rate of 0.05% of the daily net assets attributable to each share class of the fund. Currently the fund pays CRMC an administrative services fee at the annual rate of 0.03% of daily net assets attributable to each share class of the fund for CRMC’s provision of administrative services.

 

529 plan services — Each 529 share class is subject to service fees to compensate the Virginia College Savings Plan (“Virginia529”) for its oversight and administration of the CollegeAmerica 529 college savings plan. The fee is based on the combined net assets invested in Class 529 and ABLE shares of the American Funds. Class ABLE shares are offered on other American Funds by Virginia529 through ABLEAmerica®, a tax-advantaged savings program for individuals with disabilities. Prior to January 1, 2020, the quarterly fee was based on a series of decreasing annual rates beginning with 0.10% on the first $20 billion of the combined net assets invested in the American Funds and decreasing to 0.03% on such assets in excess of $100 billion. Effective January 1, 2020, the quarterly fee was amended to a series of decreasing annual rates beginning with 0.09% on the first $20 billion of the combined net assets invested in the American Funds and decreasing to 0.03% on such assets in excess of $100 billion. The fee for any given calendar quarter is accrued and calculated on the basis of the average net assets of Class 529 and ABLE shares of the American Funds for the last month of the prior calendar quarter. The fee is included in other expenses in the fund’s statement of operations. Virginia529 is not considered a related party to the fund.

 

For the year ended June 30, 2020, class-specific expenses under the agreements were as follows (dollars in thousands):

 

  Share class   Distribution
services
    Transfer agent
services
    Administrative
services
    529 plan
services
 
  Class A     $11,333       $5,612       $1,341       Not applicable  
  Class C     1,757       224       53       Not applicable  
  Class T           *     *     Not applicable  
  Class F-1     503       272       61       Not applicable  
  Class F-2     Not applicable       3,311       824       Not applicable  
  Class F-3     Not applicable       245       804       Not applicable  
  Class 529-A     324       164       43       $90  
  Class 529-C     219       27       7       15  
  Class 529-E     24       2       1       3  
  Class 529-T           *     *     *
  Class 529-F-1           25       6       14  
  Class R-1     27       4       1       Not applicable  
  Class R-2     382       187       15       Not applicable  
  Class R-2E     99       30       5       Not applicable  
  Class R-3     347       113       21       Not applicable  
  Class R-4     163       71       20       Not applicable  
  Class R-5E     Not applicable       17       3       Not applicable  
  Class R-5     Not applicable       13       8       Not applicable  
  Class R-6     Not applicable       18       1,376       Not applicable  
  Total class-specific expenses     $15,178       $10,335       $4,589       $122  

 

  * Amount less than one thousand.

 

Trustees’ deferred compensation — Trustees who are unaffiliated with CRMC may elect to defer the cash payment of part or all of their compensation. These deferred amounts, which remain as liabilities of the fund, are treated as if invested in shares of the fund or other American Funds. These amounts represent general, unsecured liabilities of the fund and vary according to the total returns of the

 

16 International Growth and Income Fund
     

selected funds. Trustees’ compensation of $410,000 in the fund’s statement of operations reflects $379,000 in current fees (either paid in cash or deferred) and a net increase of $31,000 in the value of the deferred amounts.

 

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

 

Investment in CCF — The fund holds shares of CCF, an institutional prime money market fund managed by CRMC. CCF invests in high-quality, short-term money market instruments. CCF is used as the primary investment vehicle for the fund’s short-term investments. CCF shares are only available for purchase by CRMC, its affiliates, and other funds managed by CRMC or its affiliates, and are not available to the public. CRMC does not receive an investment advisory services fee from CCF.

 

Security transactions with related funds — The fund purchased securities from, and sold securities to, other funds managed by CRMC (or funds managed by certain affiliates of CRMC) under procedures adopted by the fund’s board of trustees. The funds involved in such transactions are considered related by virtue of having a common investment adviser (or affiliated investment advisers), common trustees and/or common officers. Each transaction was executed at the current market price of the security and no brokerage commissions or fees were paid in accordance with Rule 17a-7 of the 1940 Act. During the year ended June 30, 2020, the fund engaged in such purchase and sale transactions with related funds in the amounts of $356,111,000 and $129,417,000, respectively, which generated $26,187,000 of net realized losses from such sales.

 

Interfund lending — Pursuant to an exemptive order issued by the SEC, the fund, along with other CRMC-managed funds (or funds managed by certain affiliates of CRMC), may participate in an interfund lending program. The program provides an alternate credit facility that permits the funds to lend or borrow cash for temporary purposes directly to or from one another, subject to the conditions of the exemptive order. The fund did not lend or borrow cash through the interfund lending program at any time during the year ended June 30, 2020.

 

7. Capital share transactions

 

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

 

 

                Reinvestments of                 Net (decrease)  
    Sales     distributions     Repurchases     increase  
Share class   Amount     Shares     Amount     Shares     Amount     Shares     Amount     Shares  
                                                                 
Year ended June 30, 2020                                          
                                                                 
Class A   $ 408,806       12,866     $ 83,607       2,697     $ (853,994 )     (27,840 )   $ (361,581 )     (12,277 )
Class C     15,054       470       1,997       63       (62,051 )     (1,945 )     (45,000 )     (1,412 )
Class T                                                
Class F-1     82,477       2,587       3,774       122       (76,457 )     (2,422 )     9,794       287  
Class F-2     764,174       24,931       57,649       1,861       (1,043,349 )     (33,610 )     (221,526 )     (6,818 )
Class F-3     1,814,631       59,225       63,464       2,061       (751,437 )     (24,424 )     1,126,658       36,862  
Class 529-A     18,472       564       2,674       86       (25,482 )     (791 )     (4,336 )     (141 )
Class 529-C     3,048       95       252       8       (7,289 )     (225 )     (3,989 )     (122 )
Class 529-E     578       18       82       3       (998 )     (31 )     (338 )     (10 )
Class 529-T                                        
Class 529-F-1     5,929       178       462       15       (4,636 )     (142 )     1,755       51  
Class R-1     603       19       33       1       (912 )     (29 )     (276 )     (9 )
Class R-2     12,852       401       605       19       (15,879 )     (502 )     (2,422 )     (82 )
Class R-2E     37,189       1,091       276       10       (2,793 )     (91 )     34,672       1,010  
Class R-3     43,679       1,314       1,128       37       (25,867 )     (812 )     18,940       539  
Class R-4     19,201       601       1,260       41       (19,006 )     (594 )     1,455       48  
Class R-5E     13,370       407       239       8       (3,693 )     (127 )     9,916       288  
Class R-5     22,317       653       519       17       (10,447 )     (349 )     12,389       321  
Class R-6     1,104,318       36,739       105,596       3,439       (200,074 )     (6,067 )     1,009,840       34,111  
Total net increase (decrease)   $ 4,366,698       142,159     $ 323,617       10,488     $ (3,104,364 )     (100,001 )   $ 1,585,951       52,646  

 

See next page for footnotes.

 

International Growth and Income Fund 17
     
                Reinvestments of                 Net (decrease)  
    Sales*     distributions     Repurchases*     increase  
Share class   Amount     Shares     Amount     Shares     Amount     Shares     Amount     Shares  
                                           
Year ended June 30, 2019                                          
                                           
Class A   $ 579,986       18,568     $ 108,562       3,343     $ (872,139 )     (27,666 )   $ (183,591 )     (5,755 )
Class C     21,918       701       3,369       103       (68,599 )     (2,173 )     (43,312 )     (1,369 )
Class T                                                
Class F-1     56,701       1,780       4,775       147       (103,493 )     (3,217 )     (42,017 )     (1,290 )
Class F-2     863,819       27,527       69,585       2,147       (778,266 )     (24,684 )     155,138       4,990  
Class F-3     756,735       23,405       66,261       2,048       (507,969 )     (16,023 )     315,027       9,430  
Class 529-A     18,884       594       3,337       103       (26,550 )     (834 )     (4,329 )     (137 )
Class 529-C     3,742       118       414       13       (7,619 )     (241 )     (3,463 )     (110 )
Class 529-E     931       30       108       3       (1,143 )     (36 )     (104 )     (3 )
Class 529-T                                        
Class 529-F-1     6,759       217       508       16       (4,315 )     (137 )     2,952       96  
Class R-1     502       16       51       1       (960 )     (30 )     (407 )     (13 )
Class R-2     13,005       411       868       27       (16,634 )     (526 )     (2,761 )     (88 )
Class R-2E     2,032       67       76       2       (906 )     (29 )     1,202       40  
Class R-3     15,480       486       1,324       41       (20,472 )     (642 )     (3,668 )     (115 )
Class R-4     13,484       424       1,589       49       (30,833 )     (981 )     (15,760 )     (508 )
Class R-5E     5,237       161       110       3       (920 )     (29 )     4,427       135  
Class R-5     3,579       111       687       21       (14,206 )     (444 )     (9,940 )     (312 )
Class R-6     923,714       29,046       104,547       3,230       (130,051 )     (4,016 )     898,210       28,260  
Total net increase (decrease)   $ 3,286,508       103,662     $ 366,171       11,297     $ (2,585,075 )     (81,708 )   $ 1,067,604       33,251  

 

 

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

 

8. Investment transactions

 

The fund made purchases and sales of investment securities, excluding short-term securities and U.S. government obligations, if any, of $6,895,742,000 and $5,016,104,000, respectively, during the year ended June 30, 2020.

 

18 International Growth and Income Fund
     

Financial highlights

 

          (Loss) income from
investment operations1
                                     
Period ended   Net asset
value,
beginning
of period
    Net
investment
income
    Net (losses)
gains on
securities
(both
realized and
unrealized)
    Total from
investment
operations
    Dividends
(from net
investment
income)
    Net asset
value,
end
of period
    Total
return2
    Net assets,
end of period
(in millions)
    Ratio of
expenses
to average
net assets3
    Ratio of
net income
to average
net assets
 
Class A:                                                                                
6/30/2020   $ 33.23     $ .58     $ (2.43 )   $ (1.85 )   $ (.62 )   $ 30.76       (5.56 )%   $ 3,999       .92 %     1.80 %
6/30/2019     33.25       .77       (.02 )     .75       (.77 )     33.23       2.34       4,728       .91       2.41  
6/30/2018     32.03       .77       1.23       2.00       (.78 )     33.25       6.18       4,922       .90       2.23  
6/30/2017     27.81       .63       4.27       4.90       (.68 )     32.03       17.80       4,700       .92       2.11  
6/30/2016     31.99       .73       (4.11 )     (3.38 )     (.80 )     27.81       (10.62 )     4,432       .91       2.52  
Class C:                                                                                
6/30/2020     33.16       .34       (2.42 )     (2.08 )     (.37 )     30.71       (6.29 )     146       1.66       1.06  
6/30/2019     33.16       .50       .02       .52       (.52 )     33.16       1.59       205       1.69       1.58  
6/30/2018     31.95       .49       1.23       1.72       (.51 )     33.16       5.35       250       1.69       1.43  
6/30/2017     27.74       .38       4.27       4.65       (.44 )     31.95       16.83       255       1.72       1.28  
6/30/2016     31.91       .48       (4.08 )     (3.60 )     (.57 )     27.74       (11.35 )     263       1.72       1.68  
Class T:                                                                                
6/30/2020     33.23       .67       (2.44 )     (1.77 )     (.71 )     30.75       (5.33 )4      5      .66 4      2.07 4 
6/30/2019     33.24       .85       (.01 )     .84       (.85 )     33.23       2.61 4      5      .67 4      2.66 4 
6/30/2018     32.03       .84       1.22       2.06       (.85 )     33.24       6.40 4      5      .69 4      2.44 4 
6/30/20176,7     30.40       .29       1.65       1.94       (.31 )     32.03       6.37 4,8      5      .16 4,8      .93 4,8 
Class F-1:                                                                                
6/30/2020     33.27       .59       (2.44 )     (1.85 )     (.62 )     30.80       (5.55 )     201       .92       1.81  
6/30/2019     33.29       .76       (.02 )     .74       (.76 )     33.27       2.29       207       .95       2.36  
6/30/2018     32.06       .74       1.25       1.99       (.76 )     33.29       6.16       250       .94       2.15  
6/30/2017     27.80       .57       4.32       4.89       (.63 )     32.06       17.73       362       .97       1.93  
6/30/2016     31.98       .61       (4.00 )     (3.39 )     (.79 )     27.80       (10.68 )     768       .96       2.11  
Class F-2:                                                                                
6/30/2020     33.25       .67       (2.44 )     (1.77 )     (.71 )     30.77       (5.33 )     2,455       .66       2.06  
6/30/2019     33.26       .85       (.01 )     .84       (.85 )     33.25       2.61       2,879       .68       2.67  
6/30/2018     32.05       .85       1.22       2.07       (.86 )     33.26       6.41       2,715       .68       2.46  
6/30/2017     27.82       .65       4.32       4.97       (.74 )     32.05       18.04       2,444       .70       2.22  
6/30/2016     32.00       .87       (4.19 )     (3.32 )     (.86 )     27.82       (10.43 )     3,024       .70       3.02  
Class F-3:                                                                                
6/30/2020     33.22       .71       (2.45 )     (1.74 )     (.74 )     30.74       (5.22 )     3,554       .55       2.20  
6/30/2019     33.23       .88       (.01 )     .87       (.88 )     33.22       2.71       2,617       .58       2.77  
6/30/2018     32.02       .89       1.21       2.10       (.89 )     33.23       6.53       2,304       .58       2.59  
6/30/20176,9     29.42       .64       2.41       3.05       (.45 )     32.02       10.40 8      1,825       .25 8      1.99 8 
Class 529-A:                                                                                
6/30/2020     33.19       .58       (2.44 )     (1.86 )     (.61 )     30.72       (5.59 )     133       .95       1.78  
6/30/2019     33.20       .75       (.01 )     .74       (.75 )     33.19       2.30       148       .97       2.36  
6/30/2018     31.99       .76       1.21       1.97       (.76 )     33.20       6.10       153       .95       2.20  
6/30/2017     27.78       .61       4.26       4.87       (.66 )     31.99       17.71       136       .99       2.07  
6/30/2016     31.96       .70       (4.10 )     (3.40 )     (.78 )     27.78       (10.71 )     118       1.00       2.45  

 

See end of table for footnotes.

 

International Growth and Income Fund 19
 

Financial highlights (continued)

 

          (Loss) income from
investment operations1
                                     
Period ended   Net asset
value,
beginning
of period
    Net
investment
income
    Net (losses)
gains on
securities
(both
realized and
unrealized)
    Total from
investment
operations
    Dividends
(from net
investment
income)
    Net asset
value,
end
of period
    Total
return2
    Net assets,
end of period
(in millions)
    Ratio of
expenses
to average
net assets3
    Ratio of
net income
to average
net assets
 
Class 529-C:                                                                                
6/30/2020   $ 33.03     $ .33     $ (2.41 )   $ (2.08 )   $ (.36 )   $ 30.59       (6.30 )%   $ 20       1.69 %     1.03 %
6/30/2019     33.05       .49       10      .49       (.51 )     33.03       1.51       26       1.73       1.55  
6/30/2018     31.83       .46       1.24       1.70       (.48 )     33.05       5.33       29       1.74       1.35  
6/30/2017     27.64       .38       4.24       4.62       (.43 )     31.83       16.79       32       1.77       1.28  
6/30/2016     31.81       .47       (4.09 )     (3.62 )     (.55 )     27.64       (11.44 )     29       1.79       1.64  
Class 529-E:                                                                                
6/30/2020     33.19       .51       (2.42 )     (1.91 )     (.55 )     30.73       (5.76 )     4       1.14       1.59  
6/30/2019     33.21       .69       (.02 )     .67       (.69 )     33.19       2.07       5       1.17       2.17  
6/30/2018     31.99       .68       1.23       1.91       (.69 )     33.21       5.93       5       1.17       1.98  
6/30/2017     27.78       .56       4.25       4.81       (.60 )     31.99       17.45       5       1.19       1.88  
6/30/2016     31.96       .62       (4.09 )     (3.47 )     (.71 )     27.78       (10.92 )     4       1.22       2.17  
Class 529-T:                                                                                
6/30/2020     33.23       .65       (2.44 )     (1.79 )     (.69 )     30.75       (5.39 )4      5      .71 4      2.01 4 
6/30/2019     33.24       .83       (.01 )     .82       (.83 )     33.23       2.54 4      5      .74 4      2.59 4 
6/30/2018     32.03       .83       1.22       2.05       (.84 )     33.24       6.36 4     5     .73 4     2.40 4
6/30/20176,7     30.40       .29       1.64       1.93       (.30 )     32.03       6.36 4,8      5      .17 4,8      .92 4,8 
Class 529-F-1:                                                                                
6/30/2020     33.24       .65       (2.44 )     (1.79 )     (.69 )     30.76       (5.39 )     22       .72       2.02  
6/30/2019     33.25       .84       (.02 )     .82       (.83 )     33.24       2.54       22       .74       2.62  
6/30/2018     32.04       .84       1.21       2.05       (.84 )     33.25       6.36       18       .74       2.43  
6/30/2017     27.81       .69       4.26       4.95       (.72 )     32.04       17.98       15       .77       2.32  
6/30/2016     32.00       .79       (4.14 )     (3.35 )     (.84 )     27.81       (10.55 )     11       .79       2.73  
Class R-1:                                                                                
6/30/2020     33.16       .36       (2.42 )     (2.06 )     (.39 )     30.71       (6.24 )4      3       1.63 4      1.11 4 
6/30/2019     33.16       .52       .01       .53       (.53 )     33.16       1.62 4      3       1.65 4      1.62 4 
6/30/2018     31.95       .49       1.24       1.73       (.52 )     33.16       5.38 4      4       1.65 4      1.42 4 
6/30/2017     27.74       .32       4.34       4.66       (.45 )     31.95       16.90       5       1.66       1.09  
6/30/2016     31.91       .52       (4.09 )     (3.57 )     (.60 )     27.74       (11.25 )4      10       1.59 4      1.80 4 
Class R-2:                                                                                
6/30/2020     33.06       .34       (2.41 )     (2.07 )     (.38 )     30.61       (6.27 )     47       1.66       1.07  
6/30/2019     33.07       .52       10      .52       (.53 )     33.06       1.60       54       1.67       1.64  
6/30/2018     31.87       .50       1.22       1.72       (.52 )     33.07       5.38       57       1.66       1.46  
6/30/2017     27.68       .40       4.25       4.65       (.46 )     31.87       16.89       54       1.68       1.37  
6/30/2016     31.85       .48       (4.10 )     (3.62 )     (.55 )     27.68       (11.42 )     47       1.79       1.66  
Class R-2E:                                                                                
6/30/2020     33.09       .51       (2.48 )     (1.97 )     (.52 )     30.60       (5.95 )     35       1.32       1.72  
6/30/2019     33.12       .67       (.07 )     .60       (.63 )     33.09       1.85       5       1.39       2.09  
6/30/2018     31.92       .61       1.22       1.83       (.63 )     33.12       5.69       3       1.38       1.79  
6/30/2017     27.74       .59       4.16       4.75       (.57 )     31.92       17.24       2       1.40       1.98  
6/30/2016     31.96       .87       (4.35 )     (3.48 )     (.74 )     27.74       (10.97 )     5      1.38       3.19  

 

20 International Growth and Income Fund
 
          (Loss) income from
investment operations1
                                     
Period ended   Net asset
value,
beginning
of period
    Net
investment
income
    Net (losses)
gains on
securities
(both
realized and
unrealized)
    Total from
investment
operations
    Dividends
(from net
investment
income)
    Net asset
value,
end
of period
    Total
return2
    Net assets,
end of period
(in millions)
    Ratio of
expenses
to average
net assets3
    Ratio of
net income
to average
net assets
 
Class R-3:                                                                                
6/30/2020   $ 33.17     $ .50     $ (2.44 )   $ (1.94 )   $ (.53 )   $ 30.70       (5.84 )%   $ 78       1.20 %     1.57 %
6/30/2019     33.18       .67       (.01 )     .66       (.67 )     33.17       2.04       66       1.23       2.09  
6/30/2018     31.97       .65       1.23       1.88       (.67 )     33.18       5.85       70       1.22       1.89  
6/30/2017     27.76       .53       4.27       4.80       (.59 )     31.97       17.40       66       1.25       1.80  
6/30/2016     31.94       .64       (4.12 )     (3.48 )     (.70 )     27.76       (10.95 )     60       1.25       2.22  
Class R-4:                                                                                
6/30/2020     33.21       .59       (2.43 )     (1.84 )     (.63 )     30.74       (5.54 )     63       .90       1.84  
6/30/2019     33.22       .75       10      .75       (.76 )     33.21       2.33       67       .92       2.33  
6/30/2018     32.01       .75       1.23       1.98       (.77 )     33.22       6.16       84       .92       2.18  
6/30/2017     27.79       .63       4.27       4.90       (.68 )     32.01       17.77       87       .94       2.13  
6/30/2016     31.98       .73       (4.12 )     (3.39 )     (.80 )     27.79       (10.67 )     74       .93       2.54  
Class R-5E:                                                                                
6/30/2020     33.20       .66       (2.44 )     (1.78 )     (.70 )     30.72       (5.35 )     14       .69       2.07  
6/30/2019     33.22       .93       (.11 )     .82       (.84 )     33.20       2.56       5       .71       2.92  
6/30/2018     32.01       1.02       1.03       2.05       (.84 )     33.22       6.36       1       .71       2.96  
6/30/2017     27.79       .97       3.98       4.95       (.73 )     32.01       17.97       5      .71       3.19  
6/30/20166,11     29.43       .54       (1.61 )     (1.07 )     (.57 )     27.79       (3.68 )8      5      .78 12      3.16 12 
Class R-5:                                                                                
6/30/2020     33.41       .71       (2.47 )     (1.76 )     (.73 )     30.92       (5.25 )     32       .58       2.20  
6/30/2019     33.42       .84       .01       .85       (.86 )     33.41       2.64       24       .62       2.60  
6/30/2018     32.20       .88       1.22       2.10       (.88 )     33.42       6.48       34       .62       2.52  
6/30/2017     27.95       .73       4.29       5.02       (.77 )     32.20       18.13       33       .63       2.46  
6/30/2016     32.15       .82       (4.14 )     (3.32 )     (.88 )     27.95       (10.39 )     26       .63       2.85  
Class R-6:                                                                                
6/30/2020     33.23       .71       (2.44 )     (1.73 )     (.75 )     30.75       (5.21 )     5,016       .54       2.21  
6/30/2019     33.24       .91       (.04 )     .87       (.88 )     33.23       2.71       4,288       .57       2.84  
6/30/2018     32.03       .90       1.21       2.11       (.90 )     33.24       6.54       3,350       .57       2.62  
6/30/2017     27.81       .76       4.24       5.00       (.78 )     32.03       18.17       2,519       .58       2.56  
6/30/2016     31.99       .85       (4.13 )     (3.28 )     (.90 )     27.81       (10.33 )     1,657       .58       2.98  

 

    Year ended June 30,
    2020   2019   2018   2017   2016
Portfolio turnover rate for all share classes13     35 %     35 %     27 %     37 %     37 %

 

1 Based on average shares outstanding.
2 Total returns exclude any applicable sales charges, including contingent deferred sales charges.
3 Ratios do not include expenses of any Central Funds. The fund indirectly bears its proportionate share of the expenses of any Central Funds.
4 All or a significant portion of assets in this class consisted of seed capital invested by CRMC and/or its affiliates. Fees for distribution services are not charged or accrued on these seed capital assets. If such fees were paid by the fund on seed capital assets, fund expenses would have been higher and net income and total return would have been lower.
5 Amount less than $1 million.
6 Based on operations for a period that is less than a full year.
7 Class T and 529-T shares began investment operations on April 7, 2017.
8 Not annualized.
9 Class F-3 shares began investment operations on January 27, 2017.
10 Amount less than $.01.
11 Class R-5E shares began investment operations on November 20, 2015.
12 Annualized.
13 Rates do not include the fund’s portfolio activity with respect to any Central Funds.

 

See notes to financial statements.

 

International Growth and Income Fund 21
 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Trustees of International Growth and Income Fund:

 

Opinion on the Financial Statements and Financial Highlights

 

We have audited the accompanying statement of assets and liabilities of International Growth and Income Fund (the “Fund”), including the summary investment portfolio, as of June 30, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of June 30, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of June 30, 2020, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

Deloitte & Touche LLP

 

Costa Mesa, California
August 12, 2020

 

We have served as the auditor of one or more American Funds investment companies since 1956.

 

22 International Growth and Income Fund

 

 

 

 
 

 

International Growth and Income Fund

 

Part C

Other Information

 

 

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

 

(a-1) Articles of Incorporation – Certificate of Trust dated 8/20/09 – previously filed (see P/E Amendment No. 4 filed 2/26/10)

 

(a-2) Amended and Restated Agreement and Declaration of Trust dated 3/3/20

 

(b) By-laws – Amended and Restated by-laws effective 8/27/18 – previously filed (see P/E Amendment No. 27 filed 8/31/18)

 

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

 

(d) Investment Advisory Contracts – Amended and Restated Investment Advisory and Service Agreement dated 2/1/16 – previously filed (see P/E Amendment No. 19 filed 8/31/16)

 

(e-1) Underwriting Contracts – Form of Selling Group Agreement – previously filed (see P/E Amendment No. 25 filed 8/31/17); Form of Bank/Trust Company Selling Group Agreement – previously filed (see P/E Amendment No. 25 filed 8/31/17);; Form of Class F Share Participation Agreement – previously filed (see P/E Amendment No. 25 filed 8/31/17); and Form of Bank/Trust Company Participation Agreement for Class F Shares – previously filed (see P/E Amendment No. 25 filed 8/31/17)

 

(e-2) Form of Amended and Restated Principal Underwriting Agreement effective 9/1/20

 

(f) Bonus or Profit Sharing ContractsDeferred Compensation Plan effective 1/1/20

 

(g) Custodian Agreements – Form of Global Custody Agreement dated 12/21/06 – previously filed (see P/E Amendment No. 2 filed 9/22/08); and Form of Amendment to Global Custody Agreement effective 7/1/15 – previously filed (see P/E Amendment No. 15 filed 8/31/15)

 

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

 

(h-2) Form of Amended and Restated Shareholder Services Agreement effective 9/1/20; and Form of Amended and Restated Administrative Services Agreement effective 9/1/20

 

(i-1) Legal Opinion – Legal Opinion – previously filed (P/E Amendment No. 4 filed 2/26/10; P/E Amendment No. 13 filed 8/28/14; P/E Amendment No. 17 filed 10/29/15; P/E Amendment No. 21 filed 12/29/16; and P/E Amendment No. 23 filed 4/6/17)

 

(i-2) Legal Opinion

 

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

 

(k)       Omitted Financial Statements - none

 

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

 

(m) Rule 12b-1 Plan – Forms of Plans of Distribution for Class A, B, C, F-1, 529-A,
529-B, 529-C, 529-E, 529-F-1, R-1, R-2, R-3 and R-4 shares dated 3/1/10 – previously filed (see P/E Amendment No. 4 filed 2/26/10); Form of Plan of Distribution for Class R-2E shares dated 8/29/14 – previously filed (see P/E Amendment No. 13 filed 8/28/14); and Plans of Distribution for Class T Shares and Class 529-T Shares dated 4/7/17 – previously filed (see P/E Amendment No. 25 filed 8/31/17)

 

(n) Rule 18f-3 Plan Amended and Restated Multiple Class Plan effective 6/30/20

 

(o)       Reserved

 

(p) Code of Ethics Code of Ethics for The Capital Group Companies dated April 2020; and Code of Ethics for the Registrant

 

 

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

 

None

 

 

Item 30. Indemnification

 

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

 

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

 

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling

 
 

person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

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

 

 

Item 31. Business and Other Connections of the Investment Adviser

 

None

 

 

Item 32. Principal Underwriters

 

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

 

(b)

 

 

(1)

Name and Principal

Business Address

 

(2)

Positions and Offices

with Underwriter

(3)

Positions and Offices

with Registrant

LAO

Albert Aguilar, Jr.

 

Assistant Vice President None
LAO

C. Thomas Akin II

 

Regional Vice President None
LAO Colleen M. Ambrose

Vice President

 

None
 
 

 

LAO

Christopher S. Anast

 

 

 

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

William C. Anderson

 

 

Director, Senior Vice President and Chief Compliance Officer None
LAO

Dion T. Angelopoulos

 

Assistant Vice President None
LAO

Luis F. Arocha

 

Regional Vice President None
LAO

Keith D. Ashley

 

Regional Vice President None
LAO

Julie A. Asher

 

Assistant Vice President None
LAO

Curtis A. Baker

 

 

 

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

T. Patrick Bardsley

 

Vice President None
SNO

Mark C. Barile

 

Assistant Vice President None
LAO

Shakeel A. Barkat

 

Senior Vice President None
LAO

Antonio M. Bass

 

Regional Vice President None
LAO

Brett A. Beach

 

Assistant Vice President None
LAO

Katherine A. Beattie

 

Senior Vice President None
LAO

Scott G. Beckerman

 

Vice President None
LAO

Bethann Beiermeister

 

Regional Vice President None
LAO

Jeb M. Bent

 

Vice President None
LAO

Matthew D. Benton

 

Vice President None
LAO

Jerry R. Berg

 

Vice President None
LAO

Joseph W. Best, Jr.

 

 

 

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

Roger J. Bianco, Jr.

 

Senior Vice President None
 
 

 

LAO

Ryan M. Bickle

 

 

 

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

Peter D. Bjork

 

Regional Vice President None
SNO

Nasaly Blake

 

Assistant Vice President None
DCO Bryan K. Blankenship

Vice President, Capital Group Institutional Investment Services Division

 

None
LAO

Marek Blaskovic

 

Vice President None
LAO

Matthew C. Bloemer

 

Regional Vice President None
LAO

Jeffrey E. Blum

 

Regional Vice President None
LAO

Gerard M. Bockstie, Jr.

 

Senior Vice President None
LAO

Jon T. Boldt

 

Regional Vice President None
LAO

Jill M. Boudreau

 

 

 

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

Andre W. Bouvier

 

 

 

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

Michael A. Bowman

 

 

 

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

Jordan C. Bowers

 

Regional Vice President None
LAO

David H. Bradin

 

Vice President None
LAO

William P. Brady

 

Senior Vice President None
LAO

William G. Bridge

 

Vice President None
IND

Robert W. Brinkman

 

Assistant Vice President None
LAO

Jeffrey R. Brooks

 

Vice President None
LAO

Kevin G. Broulette

 

Vice President, Capital Group Institutional Investment Services Division

 

None
 
 

 

LAO

E. Chapman Brown, Jr.

 

Vice President None
LAO

Toni L. Brown

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO Elizabeth S. Brownlow

Assistant Vice President

 

None
IND

Jennifer A. Bruce

 

Assistant Vice President None
LAO

Gary D. Bryce

 

Vice President None
LAO

Ronan J. Burke

 

 

 

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

Jennifer L. Butler

 

Assistant Vice President None
LAO

Steven Calabria

 

Senior Vice President None
LAO

Thomas E. Callahan

 

Senior Vice President None
LAO

Matthew S. Cameron

 

Regional Vice President None
LAO

Anthony J. Camilleri

 

Vice President None
LAO

Kelly V. Campbell

 

Senior Vice President None
LAO

Anthon S. Cannon III

 

Vice President None
LAO

Kevin J. Carevic

 

Regional Vice President None
LAO

Jason S. Carlough

 

Vice President None
LAO

Kim R. Carney

 

Senior Vice President None
LAO

Damian F. Carroll

 

Senior Vice President None
IND

Gisele L. Carter

 

Assistant Vice President None
LAO

James D. Carter

 

Senior Vice President None
LAO

Stephen L. Caruthers

 

Senior Vice President, Capital Group Institutional Investment Services Division

 

None
SFO

James G. Carville

 

Senior Vice President, Capital Group Institutional Investment Services Division

 

None
 
 

 

LAO

Philip L. Casciano

 

Vice President None
LAO

Brian C. Casey

 

Senior Vice President None
LAO

Christopher M. Cefalo

 

Vice President

 

None
LAO

Joseph M. Cella

 

Regional Vice President None
LAO

Kent W. Chan

 

Senior Vice President, Capital Group Institutional Investment Services Division

 

None
LAO

Thomas M. Charon

 

Senior Vice President None
LAO Ibrahim Chaudry

Vice President, Capital Group Institutional Investment Services Division

 

None
SNO Marcus L. Chaves

Assistant Vice President

 

None
LAO

Daniel A. Chodosch

 

Vice President None
LAO

Wellington Choi

 

 

 

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

Andrew T. Christos

 

Vice President None
LAO

Paul A. Cieslik

 

Senior Vice President None
IND

G. Michael Cisternino

 

Vice President None
LAO

Andrew R. Claeson

 

Vice President None
LAO

Michael J. Clark

 

Regional Vice President None
IND

David A. Clase

 

Vice President None
LAO

Jamie A. Claypool

 

Regional Vice President None
LAO

Kyle R. Coffey

 

Regional Vice President None
IND

Timothy J. Colvin

 

Regional Vice President None
SNO

Brandon J Cone

 

Assistant Vice President None
LAO

Christopher M. Conwell

 

Vice President None
 
 

 

LAO

C. Jeffrey Cook

 

 

 

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

Greggory J. Cowan

 

Regional Vice President None
LAO

Joseph G. Cronin

 

Senior Vice President None
IND

Jill R. Cross

 

Vice President None
LAO

D. Erick Crowdus

 

Senior Vice President None
SNO Zachary A. Cutkomp

Regional Vice President

 

None
LAO

Hanh M. Dao

 

Vice President None
LAO

Alex L. DaPron

 

Regional Vice President None
LAO

William F. Daugherty

 

Senior Vice President None
SNO

Bradley C. Davis

 

Assistant Vice President None
LAO

Scott T. Davis

 

Vice President None
LAO

Shane L. Davis

 

Vice President None
LAO

Peter J. Deavan

 

Senior Vice President None
LAO

Kristofer J. DeBonville

 

Regional Vice President None
LAO

Guy E. Decker

 

Senior Vice President None
LAO

Daniel Delianedis

 

Senior Vice President None
LAO

Mark A. Dence

 

Senior Vice President None
SNO

Brian M. Derrico

 

Vice President None
LAO

Stephen Deschenes

 

Senior Vice President None
LAO

Alexander J. Diorio

 

Regional Vice President None
LAO

Mario P. DiVito

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Kevin F. Dolan

 

Senior Vice President None
LAO

John H. Donovan IV

 

Vice President None
 
 

 

LAO

Ronald Q. Dottin

 

Vice President  
LAO

John J. Doyle

 

 

 

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

Ryan T. Doyle

 

Vice President None
SNO

Melissa A. Dreyer

 

Assistant Vice President None
LAO

Craig Duglin

 

Senior Vice President None
LAO

Alan J. Dumas

 

Vice President None
SNO

Bryan K. Dunham

 

Vice President None
LAO

Sean P. Durkin

 

Regional Vice President None
LAO

John E. Dwyer IV

 

 

 

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

Karyn B. Dzurisin

 

Vice President None
LAO

Kevin C. Easley

 

Senior Vice President None
LAO

Damian Eckstein

 

Vice President None
LAO

Matthew J. Eisenhardt

 

Senior Vice President None
LAO

Timothy L. Ellis

 

Senior Vice President None
LAO

John A. Erickson

 

Assistant Vice President None
LAO

Riley O. Etheridge, Jr.

 

Senior Vice President None
LAO

E. Luke Farrell

 

 

 

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

Bryan R. Favilla

 

Regional Vice President None
LAO

Joseph M. Fazio

 

Regional Vice President None
LAO

Mark A. Ferraro

 

Vice President None
LAO

Brandon J. Fetta

 

Assistant Vice President None
LAO

Kevin H. Folks

 

Vice President None
 
 

 

LAO

David R. Ford

 

Vice President None
LAO

William E. Ford

 

Vice President None
IRV

Robert S. Forshee

 

Assistant Vice President None
LAO

Steven M. Fox

 

Vice President None
LAO

Daniel Frick

 

Senior Vice President None
LAO

Tyler L. Furek

 

Regional Vice President None
SNO

Arturo V. Garcia, Jr.

 

Vice President None
LAO

J. Gregory Garrett

 

 

 

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

Edward S. Garza

 

Regional Vice President None
LAO

Brian K. Geiger

 

Vice President None
LAO

Leslie B. Geller

 

Vice President None
LAO

Jacob M. Gerber

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

J. Christopher Gies

 

Senior Vice President None
LAO

Pamela A. Gillett

 

Regional Vice President

 

None
LAO

William F. Gilmartin

 

Vice President None
LAO

Kathleen D. Golden

 

Regional Vice President None
NYO

Joshua H. Gordon

 

Assistant Vice President, Capital Group Institutional Investment Services Division

 

None
CHO Claudette A. Grant

Vice President, Capital Group Institutional Investment Services Division

 

None
SNO

Craig B. Gray

 

Assistant Vice President None
LAO

Robert E. Greeley, Jr.

 

Vice President None
LAO

Jameson R. Greenstone

 

Vice President None
 
 

 

LAO

Jeffrey J. Greiner

 

Senior Vice President None
LAO

Eric M. Grey

 

Senior Vice President None
LAO

Karen M. Griffin

 

Assistant Vice President None
LAO

E. Renee Grimm

 

Senior Vice President

 

None
LAO

Scott A. Grouten

 

Vice President None
SNO

Virginia Guevara

 

Assistant Vice President None
IRV

Steven Guida

 

Senior Vice President None
LAO

Sam S. Gumma

 

Vice President None
LAO

Jan S. Gunderson

 

Senior Vice President None
SNO

Lori L. Guy

 

Regional Vice President None
LAO

Ralph E. Haberli

 

Senior Vice President; Senior Vice President, Capital Group Institutional Investment Services Division

 

None
LAO Janna C. Hahn

Vice President, Capital Group Institutional Investment Services Division

 

None
LAO

Paul B. Hammond

 

Senior Vice President None
LAO

Philip E. Haning

 

Vice President None
LAO

Dale K. Hanks

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

David R. Hanna

 

Vice President None
LAO

Brandon S. Hansen

 

Vice President None
LAO

Julie O. Hansen

 

Vice President None
LAO

John R. Harley

 

Senior Vice President None
LAO

Calvin L. Harrelson III

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
 
 

 

LAO

Robert J. Hartig, Jr.

 

Senior Vice President None
LAO

Craig W. Hartigan

 

Senior Vice President None
LAO

Alan M. Heaton

 

Vice President, Capital Group Institutional Investment Services Division

 

None
LAO

Clifford W. “Webb” Heidinger

 

Vice President None
LAO

Brock A. Hillman

 

Vice President, Capital Group Institutional Investment Services Division

 

None
IND Kristin S. Himsel

Vice President

 

None
LAO

Jennifer M. Hoang

 

Vice President None
LAO Dennis L. Hooper

Regional Vice President

 

None
LAO

Jessica K. Hooyenga

 

Regional Vice President None
LAO

Heidi B. Horwitz-Marcus

 

Senior Vice President None
LAO

David R. Hreha

 

Vice President None
LAO

Frederic J. Huber

 

Senior Vice President None
LAO

David K. Hummelberg

 

 

 

 

Director, Executive Vice President, Chief Operating Officer and Chief Financial Officer None
LAO

Jeffrey K. Hunkins

 

Vice President None
LAO

Angelia G. Hunter

 

Senior Vice President None
LAO

Christa M. Iacono

 

Assistant Vice President None
LAO

Marc G. Ialeggio

 

Senior Vice President None
IND

David K. Jacocks

 

Vice President None
LAO

Maurice E. Jadah

 

Regional Vice President None
LAO

W. Chris Jenkins

 

Senior Vice President None
LAO

Daniel J. Jess II

 

Vice President None
 
 

 

IND

Jameel S. Jiwani

 

Regional Vice President None
LAO

Brendan M. Jonland

 

Vice President None
LAO

Kathryn H. Jordan

 

Regional Vice President None
LAO

David G. Jordt

 

Vice President

 

None
LAO

Stephen T. Joyce

 

 

 

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

Wassan M. Kasey

 

Vice President None
LAO

John P. Keating

 

Senior Vice President None
LAO

David B. Keib

 

Vice President None
LAO

Brian G. Kelly

 

Senior Vice President None
LAO

Christopher J. Kennedy

 

Vice President None
LAO

Jason A. Kerr

 

Vice President None
LAO

Ryan C. Kidwell

 

Senior Vice President None
LAO

Nora A. Kilaghbian

 

Vice President None
IRV

Michael C. Kim

 

Vice President None
LAO

Charles A. King

 

 

 

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

Mark Kistler

 

Senior Vice President None
LAO

Stephen J. Knutson

 

Assistant Vice President None
LAO

Michael J. Koch

 

Regional Vice President None
LAO

James M. Kreider

 

Vice President None
LAO

Andrew M. Kruger

 

Regional Vice President None
SNO

David D. Kuncho

 

Vice President None
LAO

Richard M. Lang

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
 
 

 

LAO

Christopher F. Lanzafame

 

Senior Vice President None
LAO

Andrew P. Laskowski

 

Vice President None
LAO

Matthew N. Leeper

 

Senior Vice President None
LAO

Clay M. Leveritt

 

Vice President None
LAO Lorin E. Liesy

Senior Vice President

 

None
IND Justin L. Linder

Assistant Vice President

 

None
LAO

Louis K. Linquata

 

Senior Vice President None
LAO

Heather M. Lord

 

Senior Vice President None
LAO Reid A. Luna

Vice President, Capital Group Institutional Investment Services Division

 

None
CHO

Karin A. Lystad

 

Assistant Vice President, Capital Group Institutional Investment Services Division

 

None
LAO

Peter K. Maddox

 

Regional Vice President None
LAO

James M. Maher

 

Vice President None
LAO

Brendan T. Mahoney

 

Senior Vice President None
LAO

Nathan G. Mains

 

Vice President None
LAO

Jeffrey N. Malbasa

 

Regional Vice President None
LAO

Usma A. Malik

 

Vice President None
LAO

Brooke M. Marrujo

 

Senior Vice President None
LAO

Kristan N. Martin

 

Regional Vice President None
CHO

James M. Mathenge

 

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

Stephen B. May

 

Vice President None
LAO

Joseph A. McCreesh, III

 

Senior Vice President None
LAO

Ross M. McDonald

 

Senior Vice President None
 
 

 

LAO

Timothy W. McHale

 

Secretary None
SNO Michael J. McLaughlin

Assistant Vice President

 

None
LAO

Max J. McQuiston

 

Vice President None
LAO

Curtis D. Mc Reynolds

 

Vice President None
LAO

Scott M. Meade

 

Senior Vice President None
LAO

Paulino Medina

 

Regional Vice President None
LAO

Christopher J. Meek

 

Regional Vice President None
LAO

Britney L. Melvin

 

Vice President None
LAO

Simon Mendelson

 

Senior Vice President None
LAO

David A. Merrill

 

Assistant Vice President None
LAO

Conrad F. Metzger

 

Regional Vice President None
LAO

Benjamin J. Miller

 

Regional Vice President None
LAO

Jennifer M. Miller

 

Regional Vice President None
LAO Jeremy A. Miller

Regional Vice President

 

None
LAO Tammy H. Miller

Vice President

 

None
LAO

William T. Mills

 

Senior Vice President None
LAO

Sean C. Minor

 

Senior Vice President None
LAO

Louis W. Minora

 

Regional Vice President None
LAO

James R. Mitchell III

 

Senior Vice President None
LAO

Charles L. Mitsakos

 

Senior Vice President None
LAO

Robert P. Moffett III

 

Vice President None
IND

Eric E. Momcilovich

 

Assistant Vice President None
CRDM

Christopher Moore

 

Assistant Vice President, Capital Group Institutional Investment Services Division

 

None
LAO

David H. Morrison

 

Vice President None
 
 

 

LAO

Andrew J. Moscardini

 

 

 

Senior Vice President, Capital Group Institutional Investment Services Division None
LAO Joseph M. Mulcahy

Regional Vice President

 

None
NYO

Timothy J. Murphy

 

Senior Vice President None
LAO

Christina M. Neal

 

Assistant Vice President None
LAO

Jon C. Nicolazzo

 

Vice President None
LAO

Earnest M. Niemi

 

Senior Vice President None
LAO

William E. Noe

 

Senior Vice President None
LAO

Matthew P. O’Connor

 

 

 

 

Director, Chairman and Chief Executive Officer; Senior Vice President, Capital Group Institutional Investment Services Division

 

None
IND

Jody L. O’Dell

 

Assistant Vice President None
LAO

Jonathan H. O’Flynn

 

Senior Vice President None
LAO Arthur B. Oliver

Vice President

 

None
LAO

Peter A. Olsen

 

Vice President None
LAO

Jeffrey A. Olson

 

Vice President None
IND

Susan L. Oman

 

Assistant Vice President None
LAO

Thomas A. O’Neil

 

Senior Vice President None
IRV

Paula A. Orologas

 

Vice President None
LAO Vincent A. Ortega

Vice President, Capital Group Institutional Investment Services Division

 

None
LAO

Gregory H. Ortman

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Shawn M. O’Sullivan

 

Senior Vice President None
IND

Lance T. Owens

 

Vice President None
 
 

 

LAO

Kristina E. Page

 

Vice President None
LAO Christine M. Papa

Regional Vice President

 

None
LAO

Rodney Dean Parker II

 

Senior Vice President None
LAO

Ingrid S. Parl

 

Regional Vice President None
LAO

William D. Parsley

 

Regional Vice President None
LAO

Lynn M. Patrick

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
LAO

Timothy C. Patterson

 

Vice President None
LAO

W. Burke Patterson, Jr.

 

Senior Vice President None
LAO

Gary A. Peace

 

Senior Vice President None
LAO

Robert J. Peche

 

Vice President None
LAO

Harry A. Phinney

 

Vice President, Capital Group Institutional Investment Services Division

 

None
LAO

Adam W. Phillips

 

Vice President None
LAO

Joseph M. Piccolo

 

Vice President None
LAO

Keith A. Piken

 

Senior Vice President None
LAO

Carl S. Platou

 

Senior Vice President None
LAO

David T. Polak

 

 

 

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

Michael E. Pollgreen

 

Assistant Vice President None
LAO

Charles R. Porcher

 

Senior Vice President None
SNO

Robert B. Potter III

 

Assistant Vice President None
LAO

Darrell W. Pounders

 

Regional Vice President None
LAO

Steven J. Quagrello

 

Senior Vice President None
IND

Kelly S. Quick

 

Assistant Vice President None
 
 

 

LAO

Michael R. Quinn

 

Senior Vice President None
LAO

Ryan E. Radtke

 

Regional Vice President None
LAO

James R. Raker

 

 

 

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

Sunder R. Ramkumar

 

Senior Vice President None
LAO

Rachel M. Ramos

 

Assistant Vice President None
LAO

Rene M. Reincke

 

Vice President None
LAO Lesley P. Reinhart

Regional Vice President

 

None
LAO

Michael D. Reynaert

 

Regional Vice President None
LAO Adnane Rhazzal

Regional Vice President

 

None
IND Richard Rhymaun

Vice President

 

None
LAO

Christopher J. Richardson

 

Vice President None
SNO

Stephanie A. Robichaud

 

Assistant Vice President None
LAO

Jeffrey J. Robinson

 

Vice President None
LAO

Matthew M. Robinson

 

Vice President None
LAO Bethany M. Rodenhuis

Senior Vice President

 

None
LAO

Rochelle C. Rodriguez

 

Senior Vice President None
LAO

Melissa B. Roe

 

Senior Vice President None
LAO

Thomas W. Rose

 

 

 

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

Rome D. Rottura

 

Senior Vice President None
LAO

Shane A. Russell

 

Senior Vice President None
LAO

William M. Ryan

 

Senior Vice President None
IND

Brenda S. Rynski

 

Regional Vice President None
LAO

Richard A. Sabec, Jr.

 

Senior Vice President None
 
 

 

SNO

Richard R. Salinas

 

Vice President None
LAO

Paul V. Santoro

 

Senior Vice President None
LAO

Raj S. Sarai

 

Vice President None
LAO

Keith A. Saunders

 

Vice President None
LAO

Joe D. Scarpitti

 

Senior Vice President None
LAO

Michael A. Schweitzer

 

Senior Vice President None
LAO Domenic A. Sciarra

Assistant Vice President

 

None
LAO

Mark A. Seaman

 

 

 

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

James J. Sewell III

 

Senior Vice President None
LAO

Arthur M. Sgroi

 

Senior Vice President None
LAO

Nathan W. Simmons

 

Vice President None
LAO Connor P. Slein

Regional Vice President

 

None
LAO

Melissa A. Sloane

 

Vice President None
CHO

Jason C. Smith

 

Assistant Vice President, Capital Group Institutional Investment Services Division

 

None
LAO

Joshua J. Smith

 

Regional Vice President None
LAO

Taylor D. Smith

 

Regional Vice President None
SNO

Stacy D. Smolka

 

Senior Vice President None
LAO

Stephanie L. Smolka

 

Regional Vice President None
LAO

J. Eric Snively

 

Senior Vice President None
LAO

John A. Sobotowski

 

Assistant Vice President None
LAO

Charles V. Sosa

 

Regional Vice President None
LAO

Alexander T. Sotiriou

 

Regional Vice President None
LAO

Kristen J. Spazafumo

 

Vice President None
 
 

 

LAO

Margaret V. Steinbach

 

Vice President None
LAO

Michael P. Stern

 

Senior Vice President None
LAO

Andrew J. Strandquist

 

Vice President

 

None
LAO

Allison M. Straub

 

Regional Vice President None
LAO Valerie B. Stringer

Regional Vice President

 

None
LAO

John R. Sulzicki

 

Regional Vice President None
LAO

Peter D. Thatch

 

Senior Vice President None
LAO

John B. Thomas

 

Vice President None
LAO

Cynthia M. Thompson

 

 

 

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

Scott E. Thompson

 

Assistant Vice President None
HRO

Stephen B. Thompson

 

Regional Vice President None
LAO

Mark R. Threlfall

 

Vice President None
LAO

Ryan D. Tiernan

 

Senior Vice President None
LAO

Emily R. Tillman

 

Vice President None
LAO

Russell W. Tipper

 

Senior Vice President None
LAO

Luke N. Trammell

 

Senior Vice President None
LAO

Jordan A. Trevino

 

Vice President None
LAO

Michael J. Triessl

 

Director None
LAO

Shaun C. Tucker

 

Senior Vice President None
LAO Kate M. Turner

Regional Vice President

 

None
IND

Ryan C. Tyson

 

Assistant Vice President None
LAO

Jason A. Uberti

 

Vice President None
LAO

David E. Unanue

 

Senior Vice President None
 
 

 

LAO

John W. Urbanski

 

Regional Vice President None
LAO

Idoya Urrutia

 

Vice President None
LAO

Scott W. Ursin-Smith

 

Senior Vice President None
LAO

Joe M. Valencia

 

Regional Vice President None
LAO

Patrick D. Vance

 

Vice President None
LAO Veronica Vasquez

Assistant Vice President

 

None
LAO-W Gerrit Veerman III

Senior Vice President, Capital Group Institutional Investment Services

 

None
LAO

Cynthia G. Velazquez

 

Assistant Vice President None
LAO

Srinkanth Vemuri

 

Senior Vice President None
LAO

Spilios Venetsanopoulos

 

Vice President None
LAO

J. David Viale

 

Senior Vice President None
LAO Austin J. Vierra

Vice President, Capital Group Institutional Investment Services Division

 

None
LAO

Robert D. Vigneaux III

 

 

 

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

Jayakumar Vijayanathan

 

Senior Vice President None
LAO

Julie A. Vogel

 

Regional Vice President None
LAO

Todd R. Wagner

 

 

 

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

Jon N. Wainman

 

Vice President None
ATO Jason C. Wallace

Vice President, Capital Group Institutional Investment Services Division

 

None
LAO

Sherrie S. Walling

 

Vice President None
LAO

Brian M. Walsh

 

Senior Vice President None
 
 

 

LAO

Susan O. Walton

 

 

 

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

Chris L. Wammack

 

Vice President None
LAO

Thomas E. Warren

 

Senior Vice President None
LAO

George J. Wenzel

 

Senior Vice President None
LAO

Jason M. Weybrecht

 

 

 

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

Adam B. Whitehead

 

Vice President None
LAO

N. Dexter Williams

 

Senior Vice President None
LAO

Jonathan D. Wilson

 

Regional Vice President None
LAO

Steven Wilson

 

Senior Vice President None
LAO

Steven C. Wilson

 

Vice President None
LAO

Kimberly D. Wood

 

 

 

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

Kurt A. Wuestenberg

 

Senior Vice President None
LAO

Jonathan A. Young

 

Senior Vice President None
LAO

Jason P. Young

 

Senior Vice President None
LAO

Raul Zarco, Jr.

 

 

 

Vice President, Capital Group Institutional Investment Services Division None
IND

Ellen M. Zawacki

 

Vice President None
LAO Connie R. Zeender

Regional Vice President

 

None

 

 
 

__________

HRO Business Address, 5300 Robin Hood Road, Norfolk, VA 23513
IND Business Address, 12811 North Meridian Street, Carmel, IN 46032
IRV Business Address, 6455 Irvine Center Drive, Irvine, CA 92618
LAO Business Address, 333 South Hope Street, Los Angeles, CA  90071
LAO-W Business Address, 11100 Santa Monica Blvd., 15th Floor, Los Angeles, CA  90025
NYO Business Address, 630 Fifth Avenue, 36th Floor, New York, NY 10111
SFO Business Address, One Market, Steuart Tower, Suite 2000, San Francisco, CA 94105
SNO Business Address, 3500 Wiseman Boulevard, San Antonio, TX  78251

 

(c)       None

 

 

Item 33. Location of Accounts and Records

 

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

 

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

 

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

 

 

Item 34. Management Services

 

None

 

 

Item 35. Undertakings

 

n/a

 
 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Los Angeles, and State of California, on the 28th day of August, 2020.

 

INTERNATIONAL GROWTH AND INCOME FUND

 

 

By: /s/ Donald H. Rolfe

(Donald H. Rolfe, Executive Vice President)

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on August 28, 2020, by the following persons in the capacities indicated.

 

 

  Signature Title
(1) Principal Executive Officer:  
  /s/ Donald H. Rolfe Executive Vice President
  (Donald H. Rolfe)  
     
(2) Principal Financial Officer and Principal Accounting Officer:
  /s/ Hong Le Treasurer
  (Hong Le)  
     
(3) Trustees:  
  Hilda L. Applbaum* Trustee
  William H. Baribault* Trustee
  Michael C. Camuñez* Trustee
  Vanessa C. L. Chang* Trustee
  Linda Griego* Trustee
  Gregory D. Johnson* Trustee
  Leonade D. Jones* Trustee
  William D. Jones* Trustee
  James J. Postl* Chairman of the Board (Independent and Non-Executive)
  Josette Sheeran* Trustee
  Margaret Spellings* Trustee
  Isaac Stein* Trustee
  *By: /s/ Michael W. Stockton  
  (Michael W. Stockton, pursuant to a power of attorney filed herewith)

 

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

 

/s/ Austen M. Heim

(Austen M. Heim, Counsel)

 
 

POWER OF ATTORNEY

 

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

 

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

 

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

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

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 Los Angeles, CA, this 1st day of January, 2019.

(City, State)

 

 

/s/ Hilda L. Applbaum

Hilda L. Applbaum, Board member

 
 

POWER OF ATTORNEY

 

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

 

- American Balanced Fund (File No. 002-10758, File No. 811-00066)
- American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
- American Funds Corporate Bond Fund (File No. 333-183929, File No. 811-22744)
- American Funds Developing World Growth and Income Fund (File No. 333-190913, File No. 811-22881)
- American Funds Emerging Markets Bond Fund (File No. 333-208636; File No. 811-23122)
- The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
- American Funds Inflation Linked Bond Fund (File No. 333-183931, File No. 811-22746)
- American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
- American Funds Insurance Series
- American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
- American Funds Multi-Sector Income Fund (File No. 333-228995, File No. 811-23409)
- American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
- American Funds Retirement Income Portfolio Series (File No. 333-203797, File No. 811-23053)
- American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
- American Funds Strategic Bond Fund (File No. 333-207474, File No. 811-23101)
- American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
- American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
- The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
- American Funds U.S. Government Money Market Fund (File No. 333-157162, File No. 811-22277)
- American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
- American High-Income Trust (File No. 033-17917, File No. 811-05364)
- The Bond Fund of America (File No. 002-50700, File No. 811-02444)
- Capital Group Central Fund Series – Capital Group Central Cash Fund (File No. 811-23391)
- Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
- The Income Fund of America (File No. 002-33371, File No. 811-01880)
- Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
- International Growth and Income Fund (File No. 333-152323, File No. 811-22215)
- Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
- Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
- The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)

 

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

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

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 Los Angeles, CA, this 4th day of March, 2019.

(City, State)

 

 

/s/ William H. Baribault

William H. Baribault, Board member

 
 

POWER OF ATTORNEY

 

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

 

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

 

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

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

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 Los Angeles, CA, this 1st day of January, 2019.

(City, State)

 

 

/s/ Michael C. Camuñez

Michael C. Camuñez, Board member

 
 

POWER OF ATTORNEY

 

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

 

- American Balanced Fund (File No. 002-10758, File No. 811-00066)
- American Funds Developing World Growth and Income Fund (File No. 333-190913, File No. 811-22881)
- American Funds Global Insight Fund (File No. 333-233375, File No. 811-23468)
- American Funds International Vantage Fund (File No. 333-233374, File No. 811-23467)
- Capital Group Emerging Markets Total Opportunities Fund (File No. 333-176635, File No. 811-22605)
- Capital Group Private Client Services Funds (File No. 333-163115, File No. 811-22349)
- Capital Group U.S. Equity Fund (File No. 333-233376, File No. 811-23469)
- Emerging Markets Growth Fund, Inc. (File No. 333-74995, File No. 811-04692)
- EuroPacific Growth Fund (File No. 002-83847, File No. 811-03734)
- EuroPacific Growth Fund
- The Income Fund of America (File No. 002-33371, File No. 811-01880)
- International Growth and Income Fund (File No. 333-152323, File No. 811-22215)
- New Perspective Fund (File No. 002-47749, File No. 811-02333)
- New World Fund, Inc. (File No. 333-67455, File No. 811-09105)
- American Funds New World Fund

 

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

 

Jennifer L. Butler

Steven I. Koszalka

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Sandra Chuon

Brian C. Janssen

Hong Le

Gregory F. Niland

 

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 Los Angeles, CA, this 8th day of November, 2019.

(City, State)

 

 

/s/ Vanessa C. L. Chang

Vanessa C. L. Chang, Board member

 
 

POWER OF ATTORNEY

 

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

 

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

 

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

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

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 Los Angeles, CA, this 1st day of January, 2019.

(City, State)

 

 

/s/ Linda Griego

Linda Griego, Board member

 
 

POWER OF ATTORNEY

 

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

 

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

 

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

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

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 New York, NY, this 1st day of January, 2019.

(City, State)

 

 

/s/ Gregory D. Johnson

Gregory D. Johnson, Board member

 
 

POWER OF ATTORNEY

 

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

 

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

 

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

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

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 Los Angeles, CA, this 1st day of January, 2019.

(City, State)

 

 

/s/ Leonade D. Jones

Leonade D. Jones, Board member

 
 

POWER OF ATTORNEY

 

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

 

- AMCAP Fund (File No. 002-26516, File No. 811-01435)
- American Balanced Fund (File No. 002-10758, File No. 811-00066)
- American Funds Developing World Growth and Income Fund (File No. 333-190913, File No. 811-22881)
- American Funds Global Balanced Fund (File No. 333-170605, File No. 811-22496)
- American Funds Global Insight Fund (File No. 333-233375, File No. 811-23468)
- American Funds International Vantage Fund (File No. 333-233374, File No. 811-23467)
- American Mutual Fund (File No. 002-10607, File No. 811-00572)
- Capital Group Emerging Markets Total Opportunities Fund (File No. 333-176635, File No. 811-22605)
- Capital Group Private Client Services Funds (File No. 333-163115, File No. 811-22349)
- Capital Group U.S. Equity Fund (File No. 333-233376, File No. 811-23469)
- Emerging Markets Growth Fund, Inc. (File No. 333-74995, File No. 811-04692)
- The Income Fund of America (File No. 002-33371, File No. 811-01880)
- International Growth and Income Fund (File No. 333-152323, File No. 811-22215)
- The Investment Company of America (File No. 002-10811, File No. 811-00116)

 

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

 

Jennifer L. Butler

Steven I. Koszalka

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Sandra Chuon

Brian C. Janssen

Hong Le

Gregory F. Niland

 

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 Los Angeles, CA, this 8th day of November, 2019.

(City, State)

 

 

/s/ William D. Jones

William D. Jones, Board member

 
 

POWER OF ATTORNEY

 

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

 

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

 

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

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

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 Los Angeles, CA, this 1st day of January, 2019.

(City, State)

 

 

/s/ James J. Postl

James J. Postl, Board member

 
 

POWER OF ATTORNEY

 

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

 

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

 

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

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

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 Los Angeles, CA, this 1st day of January, 2019.

(City, State)

 

 

/s/ Josette Sheeran

Josette Sheeran, Board member

 
 

POWER OF ATTORNEY

 

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

 

- American Balanced Fund (File No. 002-10758, File No. 811-00066)
- American Funds College Target Date Series (File No. 333-180729, File No. 811-22692)
- American Funds Corporate Bond Fund (File No. 333-183929, File No. 811-22744)
- American Funds Developing World Growth and Income Fund (File No. 333-190913, File No. 811-22881)
- American Funds Emerging Markets Bond Fund (File No. 333-208636; File No. 811-23122)
- The American Funds Income Series – U.S. Government Securities Fund (File No. 002-98199, File No. 811-04318)
- American Funds Inflation Linked Bond Fund (File No. 333-183931, File No. 811-22746)
- American Funds Insurance Series (File No. 002-86838, File No. 811-03857)
- American Funds Insurance Series
- American Funds Mortgage Fund (File No. 333-168595, File No. 811-22449)
- American Funds Multi-Sector Income Fund (File No. 333-228995, File No. 811-23409)
- American Funds Portfolio Series (File No. 333-178936, File No. 811-22656)
- American Funds Retirement Income Portfolio Series (File No. 333-203797, File No. 811-23053)
- American Funds Short-Term Tax-Exempt Bond Fund (File No. 033-26431, File No. 811-05750)
- American Funds Strategic Bond Fund (File No. 333-207474, File No. 811-23101)
- American Funds Target Date Retirement Series (File No. 333-138648, File No. 811-21981)
- American Funds Tax-Exempt Fund of New York (File No. 333-168594, File No. 811-22448)
- The American Funds Tax-Exempt Series II – The Tax-Exempt Fund of California (File No. 033-06180, File No. 811-04694)
- American Funds U.S. Government Money Market Fund (File No. 333-157162, File No. 811-22277)
- American High-Income Municipal Bond Fund (File No. 033-80630, File No. 811-08576)
- American High-Income Trust (File No. 033-17917, File No. 811-05364)
- The Bond Fund of America (File No. 002-50700, File No. 811-02444)
- Capital Group Central Fund Series – Capital Group Central Cash Fund (File No. 811-23391)
- Capital World Bond Fund (File No. 033-12447, File No. 811-05104)
- The Income Fund of America (File No. 002-33371, File No. 811-01880)
- Intermediate Bond Fund of America (File No. 033-19514, File No. 811-05446)
- International Growth and Income Fund (File No. 333-152323, File No. 811-22215)
- Limited Term Tax-Exempt Bond Fund of America (File No. 033-66214, File No. 811-07888)
- Short-Term Bond Fund of America (File No. 333-135770, File No. 811-21928)
- The Tax-Exempt Bond Fund of America (File No. 002-49291, File No. 811-02421)
- Washington Mutual Investors Fund (File No. 002-11051, File No. 811-00604)

 

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

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

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 Los Angeles, CA, this 4th day of March, 2019.

(City, State)

 

/s/ Margaret Spellings

Margaret Spellings, Board member

 
 

POWER OF ATTORNEY

 

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

 

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

 

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

 

Jennifer L. Butler

Steven I. Koszalka

Laurie D. Neat

Michael W. Stockton

Courtney R. Taylor

Jane Y. Chung

Susan K. Countess

Julie E. Lawton

Brian D. Bullard

Brian C. Janssen

Dori Laskin

Hong Le

Gregory F. Niland

 

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 Los Angeles, CA, this 1st day of January, 2019.

(City, State)

 

 

/s/ Isaac Stein

Isaac Stein, Board member

 

 

INTERNATIONAL GROWTH AND INCOME FUND

AMENDED AND RESTATED
agreement and declaration of trust

Dated: March 3, 2020

 
 

TABLE OF CONTENTS

Page

 

ARTICLE 1 NAME, PURPOSE AND DEFINITIONS 1
Section 1.1   Name. 1
Section 1.2   Trust Purpose. 2
Section 1.3   Definitions. 2
ARTICLE 2 BENEFICIAL INTEREST 4
Section 2.1   Shares of Beneficial Interest. 4
Section 2.2   Issuance of Shares. 4
Section 2.3   Register of Shares and Share Certificates. 4
Section 2.4   Transfer of Shares 5
Section 2.5   Treasury Shares. 5
Section 2.6   Establishment of Series and Classes. 5
Section 2.7   Investment in the Trust. 6
Section 2.8   Assets and Liabilities Belonging to Series or Class. 7
Section 2.9   No Preemptive Rights. 8
Section 2.10   Conversion Rights. 8
Section 2.11   Derivative Actions. 8
Section 2.12   Fractions. 9
Section 2.13   No Appraisal Rights. 9
Section 2.14   Status of Shares. 9
Section 2.15   Shareholders. 10
ARTICLE 3 THE TRUSTEES 10
Section 3.1   Election. 10
Section 3.2   Term of Office of Trustees; Resignation and Removal. 11
Section 3.3   Vacancies and Appointment of Trustees. 11
Section 3.4   Number of Trustees. 12
Section 3.5   Effect of Death, Resignation, Etc. of a Trustee. 12
Section 3.6   Ownership of Assets of the Trust. 12
Section 3.7   Series Trustees. 13
Section 3.8   No Accounting. 13
ARTICLE 4 POWERS OF THE TRUSTEES 13
Section 4.1   Powers 13
Section 4.2   Trustees and Officers as Shareholders 19
Section 4.3   Action by the Trustees and Committees 19
Section 4.4   Chairman of the Trustees 20
Section 4.5   Principal Transactions 20
ARTICLE 5 INVESTMENT ADVISER, INVESTMENT SUB-ADVISER,  PRINCIPAL UNDERWRITER, ADMINISTRATOR, TRANSFER AGENT, CUSTODIAN AND OTHER CONTRACTORS 21
Section 5.1   Certain Contracts 21
 
 
  ARTICLE 6 SHAREHOLDER VOTING POWERS AND MEETINGS 23
Section 6.1   Voting 23
Section 6.2   Notices. 24
Section 6.3   Meetings of Shareholders 24
Section 6.4   Record Date 25
Section 6.5   Notice of Meetings 25
Section 6.6   Proxies, Etc 26
Section 6.7   Action by Written Consent 26
Section 6.8   Delivery by Electronic Transmission or Otherwise 26
ARTICLE 7 DISTRIBUTIONS AND REDEMPTIONS 27
Section 7.1   Distributions. 27
Section 7.2   Redemption by Shareholder. 28
Section 7.3   Redemption by Trust 28
Section 7.4   Net Asset Value 29
Section 7.5   Power to Modify Procedures 30
ARTICLE 8 COMPENSATION, LIMITATION OF LIABILITY OF TRUSTEES 30
Section 8.1   Compensation 30
Section 8.2   Limitation of Liability 30
Section 8.3   Fiduciary Duty. 31
Section 8.4   Indemnification 33
Section 8.5   Indemnification Determinations 33
Section 8.6   Indemnification Not Exclusive 34
Section 8.7   Reliance on Experts, Etc 34
Section 8.8   No Duty of Investigation; Notice in Trust Instrument 34
Section 8.9   No Bond Required of Trustees 35
Section 8.10   Insurance 35
ARTICLE 9 MISCELLANEOUS 35
Section 9.1   Trust Not a Partnership 35
Section 9.2   Dissolution and Termination of Trust, Series or Class. 35
Section 9.3   Merger, Consolidation, Incorporation. 36
Section 9.4   Filing of Copies, References, Headings 37
Section 9.5   Applicable Law 38
Section 9.6   Amendments 39
Section 9.7   Fiscal Year 39
Section 9.8   Provisions in Conflict with Law 39
Section 9.9   Reliance by Third Parties 39

 

 

 
 

International Growth and Income Fund

AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of International Growth and Income Fund, a Delaware statutory trust, made as of March 3, 2020, by the undersigned Trustees.

WHEREAS, the Trustees of International Growth and Income Fund entered into an Amended and Restated Agreement and Declaration of Trust dated as of September 11, 2017; and

WHEREAS, the undersigned, as the current Trustees of International Growth and Income Fund wish to further amend and restate such Amended and Restated Agreement and Declaration of Trust;

NOW, THEREFORE, such Amended and Restated Agreement and Declaration of Trust is hereby amended and restated in full as follows:

WHEREAS, the undersigned Trustees desire to establish a trust for the investment and reinvestment of funds contributed thereto; and

WHEREAS, the Trustees desire that the beneficial interest in the trust assets be divided into transferable shares of beneficial interest, as hereinafter provided; and

WHEREAS, the Trustees declare that all money and property contributed to the trust established hereunder shall be held and managed in trust for the benefit of the holders of the shares of beneficial interest issued hereunder and subject to the provisions hereof;

NOW, THEREFORE, in consideration of the foregoing, the undersigned Trustees hereby declare that all money and property contributed to the trust hereunder shall be held and managed in trust under this Agreement and Declaration of Trust as herein set forth below.

ARTICLE 1

NAME, PURPOSE AND DEFINITIONS

Section 1.1      Name. The name of the trust established hereby is the “International Growth and Income Fund” and so far as may be practicable the Trustees shall conduct the Trust’s activities, execute all documents and sue or be sued under such name. However, the Trustees may at any time and from time to time select such other name for the Trust as they deem proper and the Trust may hold its property and conduct its activities under such other name. Any name change shall

 
 

become effective upon the resolution of a majority of the then Trustees adopting the new name and the filing of a certificate of amendment pursuant to Section 3810(b) of the Act. Any such instrument shall not require the approval of the Shareholders, but shall have the status of an amendment to this Trust Instrument.

Section 1.2      Trust Purpose. The purpose of the Trust is to conduct, operate and carry on the business of an open-end management investment company registered under the 1940 Act. In furtherance of the foregoing, it shall be the purpose of the Trust to do everything necessary, suitable, convenient or proper for the conduct, promotion and attainment of any businesses and purposes which at any time may be incidental or may appear conducive or expedient for the accomplishment of the business of an open end management investment company registered under the 1940 Act and which may be engaged in or carried on by a trust organized under the Act, and in connection therewith the Trust shall have the power and authority to engage in the foregoing, both within and without the State of Delaware, and may exercise all of the powers conferred by the laws of the State of Delaware upon a Delaware statutory trust.

Section 1.3      Definitions. Wherever used herein, unless otherwise required by the context or specifically provided:

(a)            “1940 Act” refers to the Investment Company Act of 1940 and the rules and regulations thereunder, all as may be amended from time to time.

(b)           “Act” means the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq., as from time to time amended.

(c)            “Advisory Board Member” shall mean a member of an “Advisory Board” as defined in Section 2(a)(1) of the 1940 Act.

(d)           “By-laws” means the By-laws referred to in Section 4.1(g) hereof, as from time to time amended.

(e)           The terms “Affiliated Person,” “Assignment,” “Commission,” “Interested Person” and “Principal Underwriter” shall have the meanings given them in the 1940 Act.

(f)             “Class” means any division of Shares within a Series, which Class is or has been established in accordance with the provisions of Article 2.

(g)           “Fiduciary Covered Person” has the meaning assigned in Section 8.3 hereof.

(h)           “Indemnified Person” has the meaning assigned in Section 8.4 hereof.

 
 

(i)             “Net Asset Value” means the net asset value of each Series or Class of the Trust determined in the manner provided in Section 7.4 hereof, and “Net Asset Value per Share” has the meaning assigned in Section 7.4 hereof.

(j)             “Outstanding Shares” means those Shares recorded from time to time in the books of the Trust or its transfer agent as then issued and outstanding, but shall not include Shares which have been redeemed or repurchased by the Trust and which are at the time held in the treasury of the Trust.

(k)            “Person” shall have the meaning given in Section 3801 of the Act.

(l)             “Series” means a series of Shares of the Trust established in accordance with the provisions of Section 2.6 hereof.

(m)         “Shareholder” means a record owner of Outstanding Shares of the Trust.

(n)           “Shares” means the equal proportionate transferable units of beneficial interest into which the beneficial interest of each Series of the Trust or Class thereof shall be divided and may include fractions of Shares as well as whole Shares. All references to Shares in this Trust Instrument shall be deemed to be Shares of any or all Series or Classes as the context may require.

(o)           “Trust” refers to the Delaware statutory trust established hereby and reference to the Trust, when applicable to one or more Series or Classes of the Trust, shall refer to any such Series or Class. All provisions herein relating to the Trust shall apply equally to each Series and Class of the Trust except as the context otherwise requires.

(p)           “Trustee” or “Trustees” means the person or persons who has or have signed this Trust Instrument, so long as such person or persons shall continue in office in accordance with the terms hereof, and all other persons who may from time to time be duly qualified and serving as Trustees in accordance with the provisions of Article 3 hereof, and reference herein to a Trustee or to the Trustees shall refer to the individual Trustees in their capacity as Trustees hereunder.

(q)           “Trust Instrument” means this Agreement and Declaration of Trust as the same may be amended and restated from time to time.

(r)             “Trust Property” means any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust or any Series, or by or for the account of the Trustees on behalf of the Trust or any Series.

ARTICLE 2

 
 



BENEFICIAL INTEREST

Section 2.1      Shares of Beneficial Interest. The beneficial interest in the Trust shall be divided into such transferable Shares of one or more separate and distinct Series and Classes within a Series as the Trustees shall from time to time create and establish. The number of Shares of each Series and Class authorized hereunder is unlimited. Each Share shall have no par value, unless otherwise determined by the Trustees in connection with the creation and establishment of a Series or Class. All Shares when issued hereunder on the terms determined by the Trustees, including without limitation Shares of a Series or Class issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and nonassessable.

Section 2.2      Issuance of Shares.

(a)            The Trustees in their discretion may, from time to time, without vote of the Shareholders, issue Shares of each Series and Class to such party or parties and for such amount and type of consideration (or for no consideration if pursuant to a Share dividend or split-up or otherwise as determined by the Trustees), subject to applicable law, including cash or securities (including Shares of a different Series or Class), at such time or times and on such terms as the Trustees may deem appropriate, and may in such manner acquire other assets (including the acquisitions of assets subject to, and in connection with, the assumption of liabilities) and businesses. In connection with any issuance of Shares, the Trustees may issue fractional Shares and Shares held in the treasury. The Trustees may from time to time divide or combine the Shares into a greater or lesser number without thereby materially changing the proportionate beneficial interests in the Trust or any Series or Class.

(b)           Any Trustee, officer or other agent of the Trust, and any organization in which any such person is interested, may acquire, own, hold and dispose of Shares of any Series or Class of the Trust to the same extent as if such person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares of any Series or Class from any such person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of Shares of such Series or Class generally.

Section 2.3      Register of Shares and Share Certificates. A register shall be kept at the principal office of the Trust or an office of one or more transfer agents which shall contain the names and addresses of the Shareholders of each Series and Class, the number of Shares of that Series and Class thereof held by them respectively and a record of all transfers thereof. As to Shares for which no certificate has been issued, such register shall be conclusive as to who are the holders of the Shares and who

 
 

shall be entitled to receive dividends or other distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or other distribution, nor to have notice given to him as herein or in the By-laws provided, until he has given his address to the transfer agent or such other officer or agent of the Trust as shall keep the said register for entry thereon. The Trustees shall have no obligation to, but in their discretion may, authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use. If one or more share certificates are issued, whether in the name of a Shareholder or a nominee, such certificate or certificates shall constitute evidence of ownership of the Shares evidenced thereby for all purposes, including transfer, assignment or sale of such Shares, subject to such limitations as the Trustees may, in their discretion, prescribe.

Section 2.4      Transfer of Shares. Except as otherwise provided by the Trustees, Shares shall be transferable on the records of the Trust only by the record holder thereof or by his agent thereunto duly authorized in writing, upon delivery to the Trustees or the Trust’s transfer agent of a duly executed instrument of transfer, together with a Share certificate, if one is outstanding, and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery the transfer shall be recorded on the register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer.

Section 2.5      Treasury Shares. The Trustees may hold as treasury Shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series or Class reacquired by the Trust. Shares held in the treasury shall, until reissued pursuant to Section 2.2 hereof, not confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. Any Shares held in treasury shall not be canceled unless the Trustees decide otherwise.

Section 2.6      Establishment of Series and Classes.

(a)            The Trustees shall be authorized, without obtaining any prior authorization or vote of the Shareholders of any Series or Class of the Trust, to establish and designate and to change in any manner any initial or additional Series or Classes and to fix such preferences, voting powers (or lack thereof), rights and privileges of such Series or Classes as the Trustees may from time to time determine, including without limitation, the fees associated with such additional Series or Classes, to divide or combine the Shares or any Series or Classes into a greater or lesser number, to classify or reclassify any issued or unissued Shares or any Series or Classes into one or more Series or Classes of Shares, to redeem or abolish any

 
 

outstanding Series or Class of Shares, and to take such other action with respect to the Shares as the Trustees may deem desirable. Unless another time is specified by the Trustees, the establishment and designation of any Series or Class shall be effective upon the adoption of a resolution by the Trustees setting forth such establishment and designation and the preferences, powers, rights and privileges of the Shares of such Series or Class, whether directly in such resolution or by reference to, or approval of, another document that sets forth such relative rights and preferences of such Series or Class including, without limitation, any registration statement of the Trust, or as otherwise provided in such resolution. The Trust may issue any number of Shares of each Series or Class.

(b)           Subject to the distinctions permitted among Classes of Shares of the Trust or of Classes of the same Series, as established by the Trustees consistent with the requirements of the 1940 Act or as otherwise provided in the instrument designating and establishing any Class or Series, each Share of the Trust (or Series, as applicable) shall represent an equal beneficial interest in the net assets of the Trust (or such Series), and each holder of Shares of the Trust (or a Series) shall be entitled to receive such holder’s pro rata share of distributions of income and capital gains, if any, made with respect thereto. Upon redemption of the Shares of any Series or upon the liquidation and termination of a Series, the applicable Shareholder shall be paid solely out of the funds and property of such Series.

(c)            Without limiting the authority of the Trustees set forth in this Section to establish and designate any further Series or Classes, the Trustees hereby establish and designate the following Series and Classes of Shares of the Trust: International Growth and Income Fund and Classes A, C, T, F-1, F-2, F-3 529-A, 529-C, 529-E, 529-T, 529-F-1, 529-F-2, 529-F-3, R-1, R-2, R-2E, R-3, R-4, R-5E, R-5 and R-6.

Section 2.7      Investment in the Trust. The Trustees may accept investments in any Series of the Trust or Class, if the Series has been divided into Classes, from such persons and on such terms as they may from time to time authorize. At the Trustees’ discretion, such investments, subject to applicable law, may be in the form of cash or securities in which the affected Series is authorized to invest, valued as provided herein. Unless the Trustees otherwise determine, investments in a Series shall be credited to each Shareholder’s account in the form of full Shares at the Net Asset Value per Share next determined after the investment is received. Without limiting the generality of the foregoing, the Trustees may (a) fix the Net Asset Value per Share of the initial capital contribution to the Trust or any Series or Class thereof, (b) impose sales or other charges upon investments in the Trust or any Series or any Class thereof or (c) issue fractional Shares. The Trustees may authorize any distributor, principal underwriter, custodian, transfer agent or other Person to accept orders for the purchase of Shares that conform to such authorized terms and to reject any purchase orders for Shares whether or not conforming to such authorized terms. The Trustees and any Person authorized by them shall have the right to refuse to accept

 
 

any investment in the Trust or any Series or any Class thereof without any cause or reason.

Section 2.8      Assets and Liabilities Belonging to Series or Class.

(a)            Separate and distinct records shall be maintained by the Trust for each Series. All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall be held in such separate and distinct records (directly or indirectly, including through a nominee or otherwise) and accounted for in such separate and distinct records separately from the other assets of the Trust and of every other Series and may be referred to herein as “assets belonging to” that Series. The assets belonging to a particular Series shall belong to that Series for all purposes, and to no other Series, subject only to the rights of creditors of that Series. In addition, any assets, income, earnings, profits or funds, or payments and proceeds with respect thereto, which are not readily identifiable as belonging to any particular Series shall be allocated by the Trustees between and among one or more of the Series in such manner as the Trustees deem fair and equitable. If there are Classes of Shares within a Series, the assets belonging to the Series shall be further allocated to each Class in the proportion that the “assets belonging to” the Class (calculated in the same manner as with determination of “assets belonging to” the Series) bears to the assets of all Classes within the Series. Each such allocation shall be conclusive and binding upon the Shareholders of all Series and Classes for all purposes, and such assets, income, earnings, profits or funds, or payments and proceeds with respect thereto shall be assets belonging to that Series or Class, as the case may be. The assets belonging to a particular Series and Class shall be so recorded upon the books of the Trust and shall be held by the Trustees in trust for the benefit of the holders of Shares of that Series or Class, as the case may be.

(b)           The assets belonging to each Series shall be charged with the liabilities of that Series and all expenses, costs, charges and reserves attributable to that Series. Any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series shall be allocated and charged by the Trustees between or among any one or more of the Series in such manner as the Trustees deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series for all purposes. The liabilities, expenses, costs, charges and reserves allocated and so charged to a Series are herein referred to as “liabilities belonging to” that Series. Except as provided in the next two sentences or otherwise required or permitted by applicable law, the liabilities belonging to such Series shall be allocated to each Class of a Series in the proportion that the assets belonging to such Class bear to the assets belonging to all Classes in the Series. To the extent permitted by Section 3804(a) of the Act or

 
 

other applicable law, the Trustees may allocate all or a portion of any liabilities belonging to a Series to a particular Class or Classes as the Trustees may from time to time determine is appropriate. In addition, all liabilities, expenses, costs, charges and reserves belonging to a Class shall be allocated to such Class.

(c)            Without limitation of the foregoing provisions of this Section 2.8, but subject to the right of the Trustees in their discretion to allocate general liabilities, expenses, costs, charges or reserves as herein provided, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets belonging to such Series only, and not against the assets of the Trust generally or any other Series. Notice of this limitation on inter-Series liabilities shall be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Act, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Act relating to limitations on inter-Series liabilities (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each Series. Any Person extending credit to, contracting with or having any claim against the Trust with respect to a particular Series may satisfy or enforce any debt, liability, obligation or expense incurred, contracted for or otherwise existing with respect to that Series from the assets of that Series only. No Shareholder or former Shareholder of any Series shall have a claim on or any right to any assets allocated or belonging to any other Series.

(d)           If, notwithstanding the provisions of this Section, any liability properly charged to a Series or Class is paid from the assets of another Series or Class, the Series or Class from the assets of which the liability was paid shall be reimbursed from the assets of the Series or Class to which such liability belonged.

Section 2.9      No Preemptive Rights. Unless the Trustees decide otherwise, Shareholders shall have no preemptive or other similar rights to subscribe to any additional Shares or other securities issued by the Trust, whether of the same or of another Series or Class.

Section 2.10  Conversion Rights. The Trustees shall have the authority to provide from time to time that the holders of Shares of any Series or Class shall have the right to convert or exchange said Shares for or into Shares of one or more other Series or Classes or for interests in one or more other trusts, corporations, or other business entities (or a series or class of any of the foregoing) in accordance with such requirements and procedures as may be established by the Trustees from time to time.

Section 2.11  Derivative Actions.

(a)            No Person, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other

 
 

proceeding on behalf of the Trust with respect to such Series or Class. No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class unless holders of at least twenty percent (20%) of the outstanding Shares of such Series or Class join in the bringing of such action.

(b)           In addition to the requirements set forth in Section 3816 of the Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action are not “independent trustees” (as that term is defined in the Act); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, and the Trustees shall be entitled to retain counsel or other advisers in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers in the event that the Trustees determine not to bring such action.

Section 2.12  Fractions. Except as otherwise determined by the Trustees, any fractional Share of any Series or Class, if any such fractional Share is outstanding, shall carry proportionately all the rights and obligations of a whole Share of that Series or Class, including rights and obligations with respect to voting, receipt of dividends and distributions, redemption of Shares, and liquidation of the Trust.

Section 2.13  No Appraisal Rights. Shareholders shall have no right to demand payment for their Shares or to any other rights of dissenting Shareholders in the event the Trust participates in any transaction which would give rise to appraisal or dissenters’ rights by a stockholder of a corporation organized under the General Corporation Law of the State of Delaware or would otherwise give rise to such appraisal or dissenters’ rights.

Section 2.14  Status of Shares. Shares shall be deemed to be personal property giving Shareholders only the rights provided in this instrument. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to be bound by the terms hereof. The death of a Shareholder during the continuance of the Trust or any Series or Class thereof shall not operate to dissolve or terminate the Trust or any Series or Class nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but shall entitle such representative only to the rights of said decedent under this Trust Instrument.

 
 

Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust Property or to any right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders partners.

Section 2.15  Shareholders.

(a)            No Shareholder of the Trust or of any Series or Class shall be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Trust or by or on behalf of any Series or Class. The Trustees shall have no power to bind any Shareholder personally or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay pursuant to terms hereof or by way of subscription for any Shares or otherwise.

(b)           If any Shareholder or former Shareholder of the Trust or any Series or Class shall be held to be personally liable solely by reason of his being or having been a Shareholder thereof and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets belonging to the applicable Series or Class to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on behalf of the affected Series, may, at its option, assume the defense of any claim made against the Shareholder for any act or obligation of the Series or Class and satisfy any judgment thereon from the assets of the Series or Class. The indemnification and reimbursement required by the preceding sentence shall be made only out of assets of the one or more Series or Classes whose Shares were held by said Shareholder at the time the act or event occurred which gave rise to the claim against or liability of said Shareholder. The rights accruing to a Shareholder under this Section shall not impair any other right to which such Shareholder may be lawfully entitled, nor shall anything herein contained restrict the right of the Trust or any Series or Class thereof to indemnify or reimburse a Shareholder in any appropriate situation even though not specifically provided herein. Neither the Trust nor the applicable Series or Class shall be responsible for satisfying any obligation arising from such a claim that has been settled by the Shareholder without prior written notice to the Trust and consent of the Trust to settle the claim.

ARTICLE 3

THE TRUSTEES

Section 3.1      Election. Except for the Trustees named herein or appointed pursuant to Section 3.7 hereof, or Trustees appointed to fill vacancies pursuant to

 
 

Section 3.3 hereof, the Trustees shall be elected by the Shareholders in accordance with this Trust Instrument and the 1940 Act.

Section 3.2      Term of Office of Trustees; Resignation and Removal.

(a)            Each Trustee shall hold office during the existence of this Trust, and until its termination as herein provided unless such Trustee resigns or is removed as provided herein. Any Trustee may resign by notice to the Chairman, if any, the Vice Chairman, if any, the President or the Secretary and such resignation shall be effective upon such notice, or at a later date specified by such Trustee.

(b)           Any of the Trustees may be removed with or without cause by the affirmative vote of the Shareholders of two thirds (2/3) of the Shares, or with cause by the action of two thirds (2/3) of the remaining Trustees (provided the aggregate number of Trustees, after such removal and after giving effect to any appointment made to fill the vacancy created by such removal, shall not be less than the number required by Section 3.4 hereof). Removal with cause shall include, but not be limited to, the removal of a Trustee due to physical or mental incapacity.

(c)            Upon the resignation or removal of a Trustee, or his otherwise ceasing to be a Trustee, he shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property held in the name of the resigning or removed Trustee. Upon the death of any Trustee or upon removal or resignation due to any Trustee’s incapacity to serve as trustee, his legal representative shall execute and deliver on his behalf such documents as the remaining Trustees shall require as provided in the preceding sentence.

(d)           Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following the effective date of his resignation or removal, or any right to damages on account of a removal.

(e)           The Trustees, by resolution of a majority of Trustees, may adopt or amend a retirement policy for the Trustees of the Trust. Any such policy shall be binding on each Trustee unless waived by a majority of the other Trustees.

Section 3.3      Vacancies and Appointment of Trustees.

(a)            A vacancy shall occur if a Trustee dies, resigns, retires, is removed or is incapacitated, or a Trustee is otherwise unable to serve, or the number of Trustees is increased. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustee or Trustees shall fill such vacancy by appointing such other person as such Trustee or Trustees in their discretion shall see

 
 

fit consistent with the limitations under the 1940 Act, unless such Trustee or Trustees determine, in accordance with Section 3.4, to decrease the number of Trustees.

(b)           An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur at a later date.

(c)            An appointment of a Trustee shall be effective upon the acceptance of the person so appointed to serve as trustee, except that any such appointment in anticipation of a vacancy shall become effective at or after the date such vacancy occurs.

Section 3.4      Number of Trustees. The number of Trustees as of the date of this Trust Instrument is twelve (12). The Trustees serving as such from time to time may, by resolution of a majority thereof, increase or decrease the number of Trustees, provided, however, that the number of Trustees shall not be decreased to less than three (3). No decrease in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of such Trustee’s term, but the number of Trustees may be decreased in conjunction with the removal of a Trustee in accordance with Section 3.2(b).

Section 3.5      Effect of Death, Resignation, Etc. of a Trustee. The death, resignation, retirement, removal, incapacity, or inability of the Trustees, or any one of them, shall not operate to terminate the Trust or any Series or to revoke any existing trust or agency created pursuant to the terms of this Trust Instrument.

Section 3.6      Ownership of Assets of the Trust.

(a)            Legal title to all of the Trust Property shall at all times be vested in the Trust as a separate legal entity, except that the Trustees may cause legal title to any Trust Property to be held by, or in the name of, one or more of the Trustees acting for and on behalf of the Trust, or in the name of any Person as nominee acting for and on behalf of the Trust. No Shareholder shall be deemed to have a severable ownership interest in any individual asset of the Trust or of any Series or Class, or any right of partition or possession thereof, but each Shareholder shall have, except as otherwise provided for herein, a proportionate undivided beneficial interest in each Series or Class of Shares which are owned by such Shareholder. The Trust, or at the determination of the Trustees, one or more of the Trustees or a nominee acting for and on behalf of the Trust, shall be deemed to hold legal title and beneficial ownership of any income earned on securities held by the Trust which have been issued by any business entities formed, organized, or existing under the laws of any jurisdiction, including the laws of any foreign country.

(b)           If title to any part of the Trust Property is vested in one or more Trustees, the right, title and interest of the Trustees in the Trust Property shall vest automatically in each person who may hereafter become a Trustee upon his due election and qualification. Upon the resignation, removal, death or incapacity of a

 
 

Trustee he shall automatically cease to have any right, title or interest in any of the Trust Property, and the right, title and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. To the extent permitted by law, such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered.

Section 3.7      Series Trustees. In connection with the establishment of one or more Series or Classes, the Trustees establishing such Series or Class may appoint, to the extent permitted by the 1940 Act, separate Trustees with respect to such Series or Classes (the “Series Trustees”). Series Trustees may, but are not required to, serve as Trustees of the Trust of any other Series or Class of the Trust. To the extent provided by the Trustees in the appointment of Series Trustees, the Series Trustees may have, to the exclusion of any other Trustee of the Trust, all the powers and authorities of Trustees hereunder with respect to such Series or Class, but may have no power or authority with respect to any other Series or Class (unless the Trustees permit such Series Trustees to create new Classes within such Series). Any provision of this Trust Instrument relating to election of Trustees by Shareholders shall entitle only the Shareholders of a Series or Class for which Series Trustees have been appointed to vote with respect to the election of such Trustees and the Shareholders of any other Series or Class shall not be entitled to participate in such vote. If Series Trustees are appointed, the Trustees initially appointing such Series Trustees may, without the approval of any Outstanding Shares, amend either this Trust Instrument or the By-laws to provide for the respective responsibilities of the Trustees and the Series Trustees in circumstances where an action of the Trustees or Series Trustees affects all Series and Classes of the Trust or two or more Series or Classes represented by different Trustees.

Section 3.8      No Accounting. Except to the extent required by the 1940 Act or, if determined to be necessary or appropriate by the other Trustees under circumstances which would justify his removal for cause, no person ceasing to be a Trustee for reasons including, but not limited to, death, resignation, retirement, removal or incapacity (nor the estate of any such person) shall be required to make an accounting to the Shareholders or remaining Trustees upon such cessation.

ARTICLE 4

POWERS OF THE TRUSTEES

Section 4.1      Powers. The Trustees shall manage or direct the management of the Trust Property and the business of the Trust with full powers of delegation except as may be prohibited by this Trust Instrument. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United

 
 

States of America, and in any foreign jurisdiction and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things or instruments are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Trust Instrument, the presumption shall be in favor of a grant of power to the Trustees. The enumeration of any specific power in this Trust Instrument shall not be construed as limiting the aforesaid power. The powers of the Trustees may be exercised in their sole discretion in accordance with Section 8.3(c) hereof (except as otherwise required by the 1940 Act) and without order of or resort to any court. Without limiting the foregoing and subject to any applicable limitation in this Trust Instrument, the Trustees shall have power and authority to cause the Trust (or to act on behalf of the Trust):

(a)            To invest and reinvest cash, to hold cash uninvested, and to subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, write options on, lend or otherwise deal in or dispose of contracts for the future acquisition or delivery of fixed income or other securities, and securities of every nature and kind, including, but not limited to, all types of bonds, debentures, stocks, negotiable or non-negotiable instruments, obligations, evidences of indebtedness, certificates of deposit or indebtedness, commercial paper, repurchase agreements, bankers’ acceptances, and other securities and financial instruments of any kind, including without limitation futures contracts and options on such contracts, issued, created, guaranteed, or sponsored by any and all Persons, including the United States of America, any foreign government, and all states, territories, and possessions of the United States of America or any foreign government and any political subdivision, agency, or instrumentality thereof, or by any bank or savings institution, or by any corporation or organization organized under the laws of the United States or of any state, territory, or possession thereof, or by any corporation or organization organized under any foreign law, or in “when issued” contracts for any such securities, to change the investments of the assets of the Trust, and to exercise any and all rights, powers, and privileges of ownership or interest and to fulfill any and all obligations in respect of any and all such investments of every kind and description, including the right to consent and otherwise act with respect thereto, with power to designate one or more persons to exercise any of said rights, powers, and privileges in respect of any of said instruments;

(b)           To enter into contracts of any kind and description, including swaps and other types of derivative contracts;

(c)            To purchase, sell and hold currencies and enter into contracts for the future purchase or sale of currencies, including but not limited to forward foreign currency exchange contracts;

 
 

(d)           To issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, exchange, and otherwise deal in Shares and, subject to the provisions set forth in Article 2 and Article 7, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the Trust, or the particular Series or Class of the Trust, with respect to which such Shares are issued;

(e)           To borrow funds or other property and in this connection issue notes or other evidence of indebtedness; to secure borrowings by mortgaging, pledging or otherwise subjecting as security the Trust Property; to endorse, guarantee, or undertake the performance of an obligation, liability or engagement of any Person and to lend or pledge Trust Property or any part thereof to secure any or all of such obligations;

(f)             To provide for the distribution of interests of the Trust either through a Principal Underwriter in the manner hereinafter provided for or by the Trust itself, or both, or otherwise pursuant to a plan of distribution of any kind;

(g)           To adopt By-laws not inconsistent with this Trust Instrument providing for the conduct of the business of the Trust and to amend and repeal them to the extent that they do not reserve that right to the Shareholders, which By-laws shall be deemed a part of this Trust Instrument and are incorporated herein by reference;

(h)           To appoint and terminate such officers, employees, agents and contractors as they consider appropriate, any of whom may be a Trustee, and to provide for the compensation of all of the foregoing;

(i)             To set record dates (or delegate the power to so do) in the manner provided herein or in the By-laws;

(j)             To delegate such of the Trustees’ power and authority hereunder (which delegation may include the power to subdelegate) as they consider desirable to any officers of the Trust and to any investment adviser, manager, administrator, custodian, underwriter or other agent or independent contractor, and to employ auditors, counsel or other agents of the Trust;

(k)            To join with other holders of any securities or debt instruments in acting through a committee, depository, voting trustee or otherwise, and in that connection to deposit any security or debt instrument with, or transfer any security or debt instrument to, any such committee, depository or trustee, and to delegate to them such power and authority with relation to any security or debt instrument (whether or not so deposited or transferred) as the Trustees shall deem proper and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or trustee as the Trustees shall deem proper;

 
 

(l)             To enter into joint ventures, general or limited partnerships and any other combinations or associations;

(m)         To pay pensions for faithful service, as deemed appropriate by the Trustees, and to adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust;

(n)           To the extent permitted by law, indemnify any Person with whom the Trust or any Series or Class has dealings;

(o)           To engage in and to prosecute, defend, compromise, abandon, or adjust by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims and demands relating to the Trust, and out of the assets of the Trust or the applicable Series or Class thereof to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include without limitation the power of the Trustees or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any Person, including a Shareholder in its own name or the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust;

(p)           To purchase and pay for entirely or partially out of Trust Property such insurance as they may deem necessary or appropriate for the conduct of the business of the Trust, including, without limitation, insurance policies insuring the Trust Property and payment of distributions and principal on its investments, and insurance policies insuring the Shareholders, Trustees, officers, representatives, Advisory Board Members, employees, agents, investment advisers, managers, administrators, custodians, underwriters, or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such Person in such capacity, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such Person against such liability;

(q)           To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities, debt instruments or property; and to execute and deliver powers of attorney to such Person or Persons as the Trustees shall deem proper, granting to such Person or Persons such power and discretion with relation to securities, debt instruments or property as the Trustees shall deem proper;

 
 

(r)             To hold any security or property in a form not indicating any trust, whether in bearer, book entry, unregistered or other negotiable form; or either in the name of the Trustees or of the Trust or in the name of a custodian, subcustodian or other depository or a nominee or nominees or otherwise;

(s)            To establish separate and distinct Series with separately defined investment objectives and policies and distinct investment purposes in accordance with the provisions of Article 2 hereof and to establish Classes thereof having relative rights, powers and duties as they may provide consistent with applicable law;

(t)             To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation, issuer or concern, any security or debt instrument of which is held by the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation, issuer or concern; and to pay calls or subscriptions with respect to any security or debt instrument held in the Trust;

(u)           To make distributions of income and of capital gains to Shareholders in the manner herein provided;

(v)            To establish, from time to time, a minimum investment for Shareholders in the Trust or in one or more Series or Classes, and to require the redemption of the Shares of any Shareholders whose investment is less than such minimum in accordance with Section 7.3 hereof;

(w)          To cause each Shareholder, or each Shareholder of any particular Series or Class, to pay directly, in advance or arrears, for charges of the Trust’s custodian or transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder;

(x)            To establish one or more committees, to delegate any powers of the Trustees to such committees and to adopt a committee charter providing for such responsibilities, membership (including Trustees, officers or other agents of the Trust) and other characteristics of such committees as the Trustees may deem proper. Notwithstanding the provisions of this Article 4, and in addition to such provisions or any other provision of this Trust Instrument or of the By-laws, the Trustees may by resolution appoint a committee consisting of fewer than the whole number of the Trustees then in office, which committee may be empowered to act for and bind the Trustees and the Trust, as if the acts of such committee were the acts of all the Trustees then in office, with respect to any matter including the institution, prosecution, dismissal, settlement, review or investigation of any action, suit or proceeding that may be pending or threatened to be brought before any court, administrative agency or other adjudicatory body;

 
 

(y)            To interpret the investment policies, practices or limitations of the Trust or of any Series or Class;

(z)            To establish a registered office and have a registered agent in the State of Delaware;

(aa)        To pay or cause to be paid out of the principal or income of the Trust, or partly out of the principal and partly out of income, as they deem fair, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust, or in connection with the management thereof, including, but not limited to, the Trustees’ compensation and such expenses and charges for the services of the Trust’s officers, employees, Advisory Board Members, Trustees emeritus, investment adviser or manager, Principal Underwriter, auditors, counsel, custodian, transfer agent, shareholder servicing agent, and other agents or independent contractors and such other expenses and charges as the Trustees may deem necessary or proper to incur, which expenses, fees, charges, taxes and liabilities shall be allocated in accordance with the terms of this Trust Instrument;

(bb)       To invest part or all of the Trust Property (or part or all of the assets of any Series), or to dispose of part or all of the Trust Property (or part or all of the assets of any Series) and invest the proceeds of such disposition, in interests issued by one or more other investment companies or pooled portfolios, each of which may (but need not) be a trust (formed under the laws of any state or jurisdiction) which is classified as a partnership for federal income tax purposes, including investment by means of transfer of part or all of the Trust Property in exchange for an interest or interests in such one or more investment companies or pooled portfolios, all without any requirement of approval by Shareholders;

(cc)         To select or to authorize one or more persons to select brokers, dealers, futures commission merchants, banks or any agents or other entities, as appropriate, with which to effect transactions in securities and other instruments or investments;

(dd)       In general, to carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers; and

(ee)        To appoint one or more Advisory Board Members to serve the role provided for in Section 2(a)(1) of the 1940 Act and to cause the Trust to pay compensation to such persons for serving in such capacity.

The foregoing clauses shall be construed both as objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any

 
 

manner the general powers of the Trustees. Any action by one or more of the Trustees in his or their capacity as such hereunder shall be deemed an action on behalf of the Trust or the applicable Series or Class, and not an action in an individual capacity.

No one dealing with the Trustees shall be under any obligation to make any inquiry concerning the authority of the Trustees, or to see to the application of any payments made or property transferred to the Trustees or upon their order.

Section 4.2      Trustees and Officers as Shareholders. Any Trustee, officer or other agent of the Trust may acquire, own and dispose of Shares to the same extent as if such person were not a Trustee, officer or agent; and the Trustees may issue and sell or cause to be issued and sold Shares to and buy such Shares from any such person or any firm or company in which such person invested, subject to the general limitations herein contained as to the sale and purchase of such Shares.

Section 4.3      Action by the Trustees and Committees. Meetings of the Trustees shall be held from time to time within or without the State of Delaware upon the call of the Chairman, if any, the Vice Chairman, if any, the President, the Principal Executive Officer, the Secretary, an Assistant Secretary or any two Trustees. No annual meeting of Trustees shall be required.

(a)            Regular meetings of the Trustees may be held without call or notice at a time and place fixed by the By-laws or by resolution of the Trustees. Notice of any other meeting shall be given not later than 48 hours preceding the meeting by United States mail or by electronic mail or other electronic transmission to each Trustee at his residence or business address or email address as set forth in the records of the Trust or otherwise given personally not less than 24 hours before the meeting but may be waived in writing, including by electronic mail, by any Trustee either before or after such meeting. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting except when a Trustee attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

(b)           A quorum for all meetings of the Trustees shall be one third of the total number of Trustees, but no less than two Trustees. Unless provided otherwise in this Trust Instrument or otherwise required by the 1940 Act, any action of the Trustees may be taken at a meeting by vote of a majority of the Trustees present (a quorum being present) or without a meeting by written consent of a majority of the Trustees, which written consent shall be filed with the minutes of proceedings of the Trustees. Written consent may be evidenced by electronic mail or other electronic transmission from the Trustee giving such consent. If there be less than a quorum present at any meeting of the Trustees, a majority of those present may adjourn the meeting until a quorum shall have been obtained.

 
 

(c)            Any committee of the Trustees, including an executive committee, if any, may act with or without a meeting. A quorum for all meetings of any such committee shall be two or more of the members thereof, unless the Trustees shall provide otherwise or if the committee consists of only one member. Unless provided otherwise in this Trust Instrument, any action of any such committee may be taken at a meeting by vote of a majority of the members present (a quorum being present) or without a meeting by written consent of a majority of the members, which written consent shall be filed with the minutes of proceedings of such committee. Written consent may be evidenced by electronic mail or other electronic transmission from the Trustee giving such consent.

(d)           With respect to actions of the Trustees and any committee of the Trustees, Trustees who are Interested Persons of the Trust or are otherwise interested in any action to be taken may be counted for quorum purposes under this Section 4.3 and shall be entitled to vote to the extent permitted by the 1940 Act.

(e)           All or any one or more Trustees may participate in a meeting of the Trustees or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to such communications system shall constitute presence in person at such meeting, unless the 1940 Act specifically requires the Trustees to act “in person,” in which case such term shall be construed consistent with Commission or staff releases or interpretations.

Section 4.4      Chairman of the Trustees. The Trustees may appoint one of their number to be Chairman of the Trustees who shall preside at all meetings of the Trustees at which he is present. The Chairman may be (but is not required to be) the chief executive officer of the Trust, but shall not be an officer of the Trust solely by virtue of being appointed Chairman. The Chairman shall have such responsibilities as may be determined by the Trustees from time to time. The Trustees may elect Co-Chairmen or Vice Chairmen of the Board. In the absence of the Chairman, another Trustee shall be designated by the Trustees to preside over the meeting of the Trustees, to set the agenda for the meeting and to perform the other responsibilities of the Chairman in his absence.

Section 4.5      Principal Transactions. Except to the extent prohibited by applicable law, the Trustees may, on behalf of the Trust, buy any securities from or sell any securities to, or lend any assets of the Trust to, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member acting as principal, or have any such dealings with any Affiliated Person of the Trust, investment adviser, investment sub-adviser, distributor or transfer agent for the Trust or with any Interested Person of such Affiliated Person or other Person; and the Trust may employ any such Affiliated Person or other Person, or firm or company in which such Affiliated Person or other Person is an Interested Person, as broker, legal counsel,

 
 

registrar, investment adviser, investment sub-adviser, distributor, transfer agent, dividend disbursing agent, custodian or in any other capacity upon customary terms.

 

ARTICLE 5

INVESTMENT ADVISER, INVESTMENT SUB-ADVISER,
PRINCIPAL UNDERWRITER, ADMINISTRATOR, TRANSFER AGENT,
CUSTODIAN AND OTHER CONTRACTORS

Section 5.1      Certain Contracts. Subject to compliance with the provisions of the 1940 Act, but notwithstanding any limitations of present and future law or custom in regard to delegation of powers by trustees generally, the Trustees may, at any time and from time to time and without limiting the generality of their powers and authority otherwise set forth herein, enter into, modify, amend, supplement, assign or terminate one or more contracts with, and pay compensation to, any one or more corporations, trusts, associations, partnerships, limited partnerships, other type of organizations, or individuals to provide for the performance and assumption of some or all of the following services, duties and responsibilities to, for or of the Trust and/or the Trustees, and to provide for the performance and assumption of such other services, duties and responsibilities in addition to those set forth below as the Trustees may determine to be appropriate:

(a)            Investment Adviser and Investment Sub-Adviser. The Trustees may in their discretion, from time to time, enter into an investment advisory or management contract or contracts with respect to the Trust or any Series whereby the other party or parties to such contract or contracts shall undertake to furnish the Trust with such management, investment advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions, as the Trustees may in their discretion determine. Notwithstanding any other provision of this Trust Instrument, the Trustees may authorize any investment adviser (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities, other investment instruments of the Trust, or other Trust Property on behalf of the Trustees, or may authorize any officer, employee, agent, or Trustee to effect such purchases, sales or exchanges pursuant to recommendations of the investment adviser (and all without further action by the Trustees). Any such purchases, sales and exchanges shall be deemed to have been authorized by the Trustees.

The Trustees may authorize, subject to applicable requirements of the 1940 Act, the investment adviser to employ, from time to time, one or more sub-advisers to perform such of the acts and services of the investment adviser, and upon such terms and conditions, as may be agreed upon between the investment adviser and sub-

 
 

adviser. Any reference in this Trust Instrument to the investment adviser shall be deemed to include such sub-advisers, unless the context otherwise requires.

(b)           Principal Underwriter. The Trustees may in their discretion from time to time enter into an exclusive or non-exclusive underwriting contract or contracts providing for the sale of Shares for any one or more of its Series or Classes or other securities to be issued by the Trust, including a contract whereby the Trust may either agree to sell Shares or other securities to the other party to the contract or appoint such other party its sales agent for such Shares or other securities. In either case, the contract may also provide for the repurchase or sale of Shares or other securities by such other party as principal or as agent of the Trust.

(c)            Administrator. The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties shall undertake to furnish the Trust with administrative services. The contract or contracts shall be on such terms and conditions as the Trustees may in their discretion determine.

(d)           Transfer Agent. The Trustees may in their discretion from time to time enter into one or more transfer agency and Shareholder service contracts whereby the other party or parties shall undertake to furnish the Trust with transfer agency and Shareholder services. The contract or contracts shall be on such terms and conditions as the Trustees may in their discretion determine.

(e)           Administrative Service and Distribution Plans. The Trustees may, on such terms and conditions as they may in their discretion determine, adopt one or more plans pursuant to which compensation may be paid directly or indirectly by the Trust for Shareholder servicing, administration and/or distribution services with respect to one or more Series or Classes including without limitation, plans subject to Rule 12b-1 under the 1940 Act, and the Trustees may enter into agreements pursuant to such plans.

(f)             Fund Accounting. The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties undertakes to handle all or any part of the Trust’s accounting responsibilities, whether with respect to the Trust’s properties, Shareholders or otherwise.

(g)           Custodian and Depository. The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties undertakes to act as depository for and to maintain custody of the property of the Trust or any Series or Class and accounting records in connection therewith.

(h)           Parties to Contract. Any contract described in this Article 5 may be entered into with any corporation, firm, partnership, trust or association, although one or more of the Trustees or officers of the Trust may be an officer, director, trustee, shareholder, or member of such other party to the contract, and no such

 
 

contract shall be invalidated or rendered void or voidable by reason of the existence of any relationship, nor shall any person holding such relationship be disqualified from voting on or executing the same in his capacity as Shareholder and/or Trustee, nor shall any Person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, provided that the contract when entered into was not inconsistent with the provisions of this Article 5. The same Person (including a firm, corporation, partnership, trust, or association) may be the other party to contracts entered into pursuant to this Article 5, and any individual may be financially interested or otherwise affiliated with persons who are parties to any or all of the contracts mentioned in this Section 5.1.

ARTICLE 6

SHAREHOLDER VOTING POWERS AND MEETINGS

Section 6.1      Voting.

(a)            The Shareholders shall have power to vote only: (i) for the election of one or more Trustees in order to comply with the provisions of the 1940 Act (including Section 16(a) thereof), (ii) for the removal of Trustees in accordance with Section 3.2(b) hereof, (iii) on certain amendments to this Trust Instrument enumerated in Section 9.6 hereof, (iv) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, or (v) as the Trustees may consider necessary or desirable.

(b)           On each matter submitted to a vote of Shareholders, unless the Trustees determine otherwise, all Shares of all Series and Classes shall vote together as a single class; provided, however, that: as to any matter (i) with respect to which a separate vote of one or more Series or Classes is required by the 1940 Act or by action of the Trustees in establishing and designating the Series or Class(es), such requirements as to a separate vote by such Series or Class(es) shall apply in lieu of all Shares of all Series and Classes voting together, and (ii) which does not affect the interests of a particular Series or Class, only the holders of Shares of the one or more affected Series or Classes shall be entitled to vote. In general, each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote; provided, however, on any matter submitted to a vote of Shareholders, the Trustees may determine, without the vote or consent of Shareholders (except as required by the 1940 Act), that each dollar of Net Asset Value (number of Shares owned times Net Asset Value per Share of the Trust, if no Series shall have been established, or of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees

 
 

hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-laws or as determined by the Trustees. A proxy may be given in writing, electronically, by telephone, by telecopy, or in any other manner provided for in the By-laws or as determined by the Trustees. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Trust Instrument or any of the By-laws of the Trust to be taken by Shareholders. A Shareholder may authorize another Person or Persons to act for such Shareholder as proxy by transmitting or authorizing in writing, electronically, by telephone, by telecopy or other electronic transmission to the Person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the Person who will be the holder of the proxy to receive such transmission, provided that any such writing or other transmission must either set forth or be submitted with information from which it can be determined that the writing or other transmission was authorized by the Shareholder.

Section 6.2      Notices. Any and all notices to which any Shareholder hereunder may be entitled and any and all communications shall be deemed duly served or given if presented personally to a Shareholder, left at his or her residence or usual place of business or sent via United States mail or by electronic transmission to a Shareholder at his or her address as it is registered with the Trust. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the Shareholder at his or her address as it is registered with the Trust with postage thereon prepaid.

Section 6.3      Meetings of Shareholders.

(a)            Meetings of the Shareholders may be called at any time by the Chairman or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in the aggregate, not less than 10% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be called. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third of the Shares of the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or by this Trust Instrument or the By-laws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.

 
 

(b)           Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record date.

Section 6.4      Record Date. For the purpose of determining the Shareholders who are entitled to notice of any meeting and to vote at any meeting, or to participate in any distribution, or for the purpose of any other action, the Trustees may from time to time fix a date, not more than 120 calendar days prior to the original date of any meeting of the Shareholders (which may be adjourned or postponed in compliance with Section 6.3(b) hereof) or payment of distributions or other action, as the case may be, as a record date for the determination of the persons to be treated as Shareholders of record for such purposes, and any Shareholder who was a Shareholder at the date and time so fixed shall be entitled to vote at such meeting or to be treated as a Shareholder of record for purposes of such other action, even though he has since that date and time disposed of his Shares, and no Shareholder becoming such after that date and time shall be so entitled to vote at such meeting or to be treated as a Shareholder of record for purposes of such other action. Nothing in this Section 6.4 shall be construed as precluding the Trustees from setting different record dates for different Series or Classes.

Section 6.5      Notice of Meetings.

(a)            Written or printed notice of all meetings of the Shareholders, stating the time, place and purposes of the meeting, shall be given as provided in Section 6.2 for the giving of notices, at least 10 business days before the meeting. At any such meeting, any business properly before the meeting may be considered whether or not stated in the notice of the meeting. Any adjourned or postponed meeting held as provided in Section 6.3 shall not require the giving of additional notice.

(b)           Notice of any Shareholder meeting need not be given to any Shareholder if a written waiver of notice (including, but not limited to, electronic, telegraphic or facsimile or computerized writings), executed before or after such meeting, is filed with the record of such meeting, or to any Shareholder who shall attend such meeting in person or by proxy. The attendance of a Shareholder at a meeting of Shareholders shall constitute a waiver of notice of such meeting except

 
 

when a Shareholder attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

Section 6.6      Proxies, Etc. At any meeting of Shareholders, any Shareholder entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary, or with such other officer or agent of the Trust as the Secretary may direct, for verification prior to the time at which such vote shall be taken.

(a)            Pursuant to a resolution of a majority of the Trustees, proxies may be solicited in the name of one or more Trustees or one or more of the officers of the Trust. Only Shareholders of record shall be entitled to vote.

(b)           When Shares are held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Shares, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Shares.

(c)            A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. If the Shareholder is a minor or a person of unsound mind, and subject to guardianship or to the legal control of any other person regarding the charge or management of its Share, he may vote by his guardian or such other person appointed or having such control, and such vote may be given in person or by proxy.

Section 6.7      Action by Written Consent. Subject to the provisions of the 1940 Act, any action taken by Shareholders may be taken without a meeting if a majority of the Shares entitled to vote on the matter (or such larger proportion thereof as shall be required by law, by any provision of this Trust Instrument or by the Trustees) consent to the action in writing. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders. Any written consent may be given by facsimile, electronic mail or other electronic means. The Trustees may adopt additional rules and procedures regarding the taking of Shareholder action by written consents.

Section 6.8      Delivery by Electronic Transmission or Otherwise. Notwithstanding any provision in this Trust Instrument to the contrary, any notice, proxy, vote, consent, instrument or writing of any kind referenced in, or contemplated by, this Trust Instrument or the By-laws may, as determined by the Trustees, be given, granted or otherwise delivered by electronic transmission (within the meaning of the Act), including via the internet, or in any other manner permitted by applicable law.

ARTICLE 7

 
 



DISTRIBUTIONS AND REDEMPTIONS

Section 7.1      Distributions.

(a)            The Trustees may from time to time declare and pay dividends or other distributions with respect to any Series or Class. The amount of such dividends or distributions and the payment of them and whether they are in cash or any other Trust Property shall be wholly in the discretion of the Trustees.

(b)           Dividends and distributions on Shares of a particular Series or any Class thereof may be paid with such frequency as the Trustees may determine, which may be daily or otherwise, pursuant to a standing resolution or resolution adopted only once or with such frequency as the Trustees may determine, to the Shareholders of Shares in that Series or Class, from such of the income and capital gains, accrued or realized, from the Trust Property belonging to that Series, or in the case of a Class, belonging to that Series and allocable to that Class, as the Trustees may determine, after providing for actual and accrued liabilities belonging to that Series. All dividends and distributions on Shares in a particular Series or Class thereof shall be distributed pro rata to the Shareholders of Shares in that Series or Class in proportion to the total outstanding Shares in that Series or Class held by such Shareholders at the date and time of record established for the payment of such dividends or distribution, except to the extent otherwise required or permitted by the preferences and special or relative rights and privileges of any Series or Class and except that in connection with any dividend or distribution program or procedure the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder’s purchase order and/or payment in the prescribed form has not been received by the time or times established by the Trustees under such program or procedure. Such dividends and distributions may be made in cash or Shares of that Series or Class or a combination thereof as determined by the Trustees or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. The Trustees may adopt and offer to Shareholders such dividend reinvestment plans, cash dividend payout plans or related plans as the Trustees shall deem appropriate.

(c)            Anything in this Trust Instrument to the contrary notwithstanding, the Trustees may at any time declare and distribute a stock dividend pro rata among the Shareholders of a particular Series, or Class thereof, as of the record date of that Series or Class fixed as provided in subsection (b) of this Section 7.1. The Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders.

Section 7.2     

 
 

Redemption by Shareholder.

(a)            Unless the Trustees otherwise determine with respect to a particular Series or Class at the time of establishing and designating the same and subject to the 1940 Act, each holder of Shares of a particular Series or Class thereof shall have the right at such times as may be permitted by the Trust to require the Trust to redeem (out of the assets belonging to the applicable Series or Class) all or any part of his Shares at a redemption price equal to the Net Asset Value per Share of that Series or Class next determined in accordance with Section 7.4 after the Shares are properly tendered for redemption, less such redemption fee or other charge, if any, as may be fixed by the Trustees. Except as otherwise provided in this Trust Instrument, payment of the redemption price shall be in cash; provided, however, that to the extent permitted by applicable law, the Trustees may authorize the Trust to make payment wholly or partly in securities or other assets belonging to the applicable Series at the value of such securities or assets used in such determination of Net Asset Value. Subject to the foregoing, the fair value, selection, and quantity of securities or other assets so paid or delivered as all or part of the redemption price may be determined by or under the authority of the Trustees. In no case shall the Trust or the Trustees be liable for any delay of any Person in transferring securities selected for delivery as all or part of the redemption price.

(b)           Notwithstanding the foregoing, the Trust may postpone payment of the redemption price and may suspend the right of the holders of Shares of any Series or Class to require the Trust to redeem Shares of that Series or Class during any period or at any time when and to the extent permissible under the 1940 Act.

(c)            If a Shareholder shall submit a request for the redemption of a greater number of Shares than are then allocated to such Shareholder, such request shall not be honored.

Section 7.3      Redemption by Trust.

(a)            Unless the Trustees otherwise determine with respect to a particular Series or Class at the time of establishing and designating the same, each Share of each Series or Class thereof that has been established and designated is subject to redemption (out of the assets belonging to the applicable Series or Class) by the Trust at the redemption price which would be applicable if such Share were then being redeemed by the Shareholder pursuant to Section 7.2 at any time if the Trustees determine that it is in the best interest of the Trust to so redeem such Shares, which determination may be delegated to the investment adviser of the Trust. Upon such redemption the holders of the Shares so redeemed shall have no further right with respect thereto other than to receive payment of such redemption price. Without limiting the generality of the foregoing, the Trustees may cause the Trust to redeem (out of the assets belonging to the applicable Series or Class) all of the Shares of one or more Series or Classes held by (i) any Shareholder if the value of

 
 

such Shares held by such Shareholder is less than the minimum amount established from time to time by the Trustees, (ii) all Shareholders of one or more Series or Classes if the value of such Shares held by all Shareholders is less than the minimum amount established from time to time by the Trustees or (iii) any Shareholder to reimburse the Trust for any loss or expense it has sustained or incurred by reason of the failure of such Shareholder to make full payment for Shares purchased by such Shareholder, or by reason of any defective redemption request, or by reason of indebtedness incurred because of such Shareholder or to collect any charge relating to a transaction effected for the benefit of such Shareholder or as provided in the prospectus relating to such Shares.

(b)           If the Trustees shall, at any time and in good faith, determine that direct or indirect ownership of Shares of any Series or Class thereof has or may become concentrated in any Person to an extent that would disqualify any Series as a regulated investment company under the Internal Revenue Code, then the Trustees shall have the power (but not the obligation), by such means as they deem equitable, to (i) call for the redemption of a number, or amount, of Shares held by such Person sufficient to maintain or bring the direct or indirect ownership of Shares into conformity with the requirements for such qualification, (ii) refuse to transfer or issue Shares of any Series or Class thereof to such Person whose acquisition of the Shares in question would result in such disqualification, or (iii) take such other actions as they deem necessary and appropriate to avoid such disqualification.

Section 7.4      Net Asset Value.

(a)            The Net Asset Value per Share of any Series or Class thereof shall be the quotient obtained by dividing the value of the net assets of that Series or Class (being the value of the assets belonging to that Series or Class less the liabilities belonging to that Series or Class) by the total number of Shares of that Series or Class outstanding, all determined in accordance with the methods and procedures, including without limitation those with respect to rounding, established by the Trustees from time to time.

(b)           The Trustees may determine to maintain the Net Asset Value per Share of any Series at a designated constant dollar amount and in connection therewith may adopt procedures not inconsistent with the 1940 Act for the continuing declarations of income attributable to that Series or Class thereof as dividends payable in additional Shares of that Series or Class thereof at the designated constant dollar amount and for the handling of any losses attributable to that Series or Class thereof. Such procedures may, among other things, provide that in the event of any loss each Shareholder of a Series or Class thereof shall be deemed to have contributed to the capital of the Trust attributable to that Series or Class thereof his pro rata portion of the total number of Shares required to be cancelled in order to permit the Net Asset Value per Share of that Series or Class thereof to be maintained, after reflecting such loss, at the designated constant dollar amount. Each

 
 

Shareholder of the Trust shall be deemed to have agreed, by his investment in the Trust, to make the contribution referred to in the preceding sentence in the event of any such loss.

Section 7.5      Power to Modify Procedures.

(a)            Notwithstanding any of the foregoing provisions of this Article 7, the Trustees may prescribe, in their absolute discretion except as may be required by the 1940 Act, such other bases and times for determining the Net Asset Value of the Shares or net income, or the declaration and payment of dividends and distributions as they may deem necessary or desirable for any reason, including to enable the Trust to comply with any provision of the 1940 Act, or any securities exchange or association registered under the Securities Exchange Act of 1934, or any order of exemption issued by the Commission, all as in effect now or hereafter amended or modified.

(b)           Nothing in this Trust Instrument shall be deemed to restrict the ability of the Trustees in their full discretion, without the need for any notice to, or approval by the Shareholders of, any Series or Class, to allocate, reallocate or authorize the contribution or payment, directly or indirectly, to one or more than one Series or Class of the following: (i) assets, income, earnings, profits, and proceeds thereof, (ii) proceeds derived from the sale, exchange or liquidation of assets, and (iii) any cash or other assets contributed or paid to the Trust from a manager, administrator or other adviser of the Trust or an Affiliated Person thereof, or other third party, another Series or another Class, in each case to remediate misallocations of income and capital gains, ensure equitable treatment of Shareholders of a Series or Class, or for such other valid reason determined by the Trustees.

ARTICLE 8

COMPENSATION, LIMITATION OF LIABILITY OF TRUSTEES

Section 8.1      Compensation. The Trustees as such shall be entitled to compensation from the Trust, and the Trustees may fix the amount of such compensation. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, legal, accounting, investment banking or other services and payment for the same by the Trust.

Section 8.2      Limitation of Liability.

(a)            The Trustees shall be entitled to the protection against personal liability for the obligations of the Trust under Section 3803(b) of the Act. No Trustee or former Trustee shall be liable to the Trust, its Shareholders, or to any Trustee, officer, employee, or agent thereof for any action or failure to act (including, without limitation, the failure to compel in any way any former or acting Trustee to redress any breach of trust) except for his own bad faith, willful misfeasance, gross negligence or

 
 

reckless disregard of his duties involved in the conduct of the office of the Trustee hereunder. No Trustee who has been determined to be an “audit committee financial expert” (for purposes of Section 407 of the Sarbanes-Oxley Act of 2002 or any successor provision thereto) by the Board of Trustees shall be subject to any greater liability or duty of care in discharging such Trustee’s duties and responsibilities by virtue of such determination than is any Trustee who has not been so designated. No Trustee or former Trustee shall be responsible or liable in any event for any neglect or wrongdoing of any other Trustee, Advisory Board Member, officer, agent, employee, manager, adviser, sub-adviser or principal underwriter of the Trust.

(b)           The officers, employees, Advisory Board Members and agents of the Trust shall be entitled to the protection against personal liability for the obligations of the Trust under Section 3803(c) of the Act. No officer, employee, Advisory Board Member or agent of the Trust shall be liable to the Trust, its Shareholders, or to any Trustee, officer, employee, or agent thereof for any action or failure to act (including, without limitation, the failure to compel in any way any former or acting Trustee to redress any breach of trust) except for his own bad faith, willful misfeasance, gross negligence or reckless disregard of his duties.

Section 8.3      Fiduciary Duty.

(a)            To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his good faith reliance on the provisions of this Trust Instrument. The provisions of this Trust Instrument, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons.

(b)           Unless otherwise expressly provided herein:

(i)             whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or

(ii)            whenever this Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then

(iii)          such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the

 
 

relative interest of each party (including his own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise.

(c)            Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware law.

(d)           Any Fiduciary Covered Person and any Affiliated Persons of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person. No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall have any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Trust Instrument or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliated Person of the Trust or the Shareholders.

 
 

(e)           To the fullest extent permitted by law, it is intended that Advisory Board Members and Trustees emeritus shall have no fiduciary duties or liabilities to the Trust or the Shareholders.

Section 8.4      Indemnification. The Trust shall indemnify to the fullest extent permitted by law each of its Trustees, former Trustees, Trustees emeritus, Advisory Board Members and officers and persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor, or otherwise, and may indemnify any trustee, director or officer of a predecessor organization (each an “Indemnified Person”), and may indemnify its employees and agents, against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and expenses including reasonable accountants’ and counsel fees) reasonably incurred in connection with the defense or disposition of any action, suit or other proceeding of any kind and nature whatsoever, whether brought in the right of the Trust or otherwise, and whether of a civil, criminal or administrative nature, before any court or administrative or legislative body, including any appeal therefrom, in which he or she may be involved as a party, potential party, non-party witness or otherwise or with which he or she may be threatened, while as an Indemnified Person or thereafter, by reason of being or having been such an Indemnified Person, except that no Indemnified Person shall be indemnified against any liability to the Trust or its Shareholders to which such Indemnified Person would otherwise be subject by reason of bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties involved in the conduct of such Indemnified Person’s office (such willful misfeasance, bad faith, gross negligence or reckless disregard being referred to herein as “Disabling Conduct”). Expenses, including accountants’ and counsel fees so incurred by any such Indemnified Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be promptly paid from time to time, and the expenses of the Trust’s employees or agents may be paid from time to time, by the Trust or a Series in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article 8 and either (i) such Indemnified Person provides security for such undertaking, (ii) the Trust is insured against losses arising by reason of such payment, or (iii) a majority of a quorum of disinterested, non-party Trustees, or independent legal counsel in a written opinion, determines, based on a review of readily available facts, that there is reason to believe that such Indemnified Person ultimately will be found entitled to indemnification.

Section 8.5      Indemnification Determinations. Indemnification of an Indemnified Person pursuant to Section 8.4 shall be made if (a) the court or body before whom the proceeding is brought determines, in a final decision on the merits, that such Indemnified Person was not liable by reason of Disabling Conduct or (b) in the absence of such a determination, a majority of a quorum of disinterested, non-

 
 

party Trustees or independent legal counsel in a written opinion make a reasonable determination, based upon a review of the facts, that such Indemnified Person was not liable by reason of Disabling Conduct. In making such a determination, the Board of Trustees of the Trust shall act in conformity with then applicable law and administrative interpretations, and shall afford a Trustee requesting indemnification who is not an “interested person” of the Trust, as defined in Section 2(a)(19) of the 1940 Act, a rebuttable presumption that such Trustee did not engage in disabling conduct while acting in his capacity as a Trustee.

Section 8.6      Indemnification Not Exclusive. The right of indemnification provided by this Article 8 shall not be exclusive of or affect any other rights to which any such Indemnified Person may be entitled. As used in this Article 8, “Indemnified Person” shall include such person’s heirs, executors and administrators, and a “disinterested, non-party Trustee” is a Trustee who is neither an Interested Person of the Trust nor a party to the proceeding in question.

Section 8.7      Reliance on Experts, Etc. Each Trustee, officer or employee of the Trust shall, in the performance of his duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon an opinion of counsel, or upon reports made to the Trust by any of its officers or employees or by any manager, adviser, administrator, accountant, appraiser or other expert or consultant selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or expert may also be a Trustee. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Trust Instrument, and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice.

Section 8.8      No Duty of Investigation; Notice in Trust Instrument. No purchaser, lender, or other Person dealing with the Trustees or any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, instrument, certificate or other interest or undertaking of the Trust, and every other act or thing whatsoever executed in connection with the Trust, shall be conclusively taken to have been executed or done by the executors thereof only in their capacity as Trustees, officers, employees or agents of the Trust. The execution of any such obligation, contract, instrument, certificate or other interest or undertaking shall not personally bind such Trustees, officers employees or agents of the Trust or make them personally liable thereunder, nor shall it give rise to a claim against their private property or the private property of the Shareholders for the satisfaction of any obligation or claim thereunder. The Trustees may maintain insurance for the protection of the Trust Property, Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall deem advisable.

Section 8.9     

 
 

No Bond Required of Trustees. No Trustee shall, as such, be obligated to give any bond or surety or other security for the performance of any of his duties hereunder.

Section 8.10  Insurance. The Trust shall purchase and maintain in effect one or more policies of insurance on behalf of its Trustees and officers in such amounts and with such coverage as shall be determined from time to time by the Board of Trustees, and also may purchase and maintain such insurance for any of its employees and other agents, issued by a reputable insurer or insurers, against any expenses actually and reasonably incurred by such person in any proceeding arising out of or in connection with his service to the Trust, with customary limitations and exceptions, whether or not the Trust would have the power to indemnify such person against such expenses pursuant to this Article 8.

ARTICLE 9

MISCELLANEOUS

Section 9.1      Trust Not a Partnership. It is the intention of the Trustees that the Trust shall be a statutory trust under the Act and that this Trust Instrument and the By-laws, if any, shall together constitute the “governing instrument” of the Trust as defined in Section 3801(f) of the Act. It is hereby expressly declared that a Delaware statutory trust and not a partnership or other form of organization is created hereby. All persons extending credit to, contracting with or having any claim against any Series of the Trust or any Class within any Series shall look only to the assets of such Series or Class for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor. Every note, bond, contract or other undertaking issued by or on behalf of the Trust or the Trustees relating to the Trust or to a Series or Class shall include a recitation limiting the obligations represented thereby to the Trust or to one or more Series or Classes and its or their assets (but the omission of such a recitation shall not operate to bind any Shareholder, Trustee, officer, employee or agent of the Trust).

Section 9.2      Dissolution and Termination of Trust, Series or Class.

(a)            Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees by written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees by written notice to the Shareholders of such Series. Any Class of any Series of Shares may be terminated at any time by the Trustees by written notice to the Shareholders of such Class. Any action to dissolve the Trust shall be deemed also to be an action to dissolve each Series and each Class thereof and any action to dissolve a Series shall be deemed also to be an action to terminate each Class thereof.

 
 

(b)           Upon the requisite action by the Trustees to dissolve the Trust or any one or more Series, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if the Trust has not dissolved) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or Series involved, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of such Series on the date of distribution unless otherwise determined by the Trustees or otherwise provided by this Trust Instrument. Thereupon, any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class of any Series of Shares, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 9.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class of any Series of Shares, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 7.3 of Article 7 of this Trust Instrument provided that the costs relating to the termination of such Class shall be included in the determination of the Net Asset Value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination).

(c)            Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Act, which certificate of cancellation may be signed by any one Trustee. Upon termination of the Trust, the Trustees, subject to Section 3808 of the Act, shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.

Section 9.3      Merger, Consolidation, Incorporation.

(a)            Notwithstanding any other provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, (i) cause the Trust to convert into or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (each, a “Successor Entity”), or a series of any Successor Entity to the extent permitted by law, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, (iii) cause the Trust to incorporate under the laws of a state, commonwealth, possession or colony of the United States, (iv) sell or convey all or

 
 

substantially all of the assets of the Trust or any Series or Class to another Series or Class of the Trust or to a Successor Entity, or a series of a Successor Entity to the extent permitted by law, for adequate consideration as determined by the Trustees which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent of the Trust or any affected Series or Class, and which may include Shares of such other Series or Class of the Trust or shares of beneficial interest, stock or other ownership interest of such Successor Entity (or series thereof) or (v) at any time sell or convert into money all or any part of the assets of the Trust or any Series or Class thereof. Any agreement of merger, reorganization, consolidation, exchange or conversion or certificate of merger, certificate of conversion or other applicable certificate may be signed by a majority of the Trustees or an authorized officer of the Trust and facsimile signatures conveyed by electronic or telecommunication means shall be valid.

(b)           Pursuant to and in accordance with the provisions of Section 3815(f) of the Act, and notwithstanding anything to the contrary contained in this Trust Instrument, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 9.3 may effect any amendment to the Trust Instrument or effect the adoption of a new trust instrument of the Trust or change the name of the Trust if the Trust is the surviving or resulting entity in the merger or consolidation.

(c)            Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, create one or more statutory or business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

(d)           Notwithstanding any provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval, invest all or a portion of the Trust Property of any Series, or dispose of all or a portion of the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies registered under the 1940 Act. Any such other investment company may (but need not) be a trust (formed under the laws of the State of Delaware or any other state or jurisdiction) or subtrust thereof which is classified as a partnership for federal income tax purposes. Notwithstanding any provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, cause a Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause such series to invest its Trust Property directly in securities and other financial instruments or in another master fund.

Section 9.4      Filing of Copies, References, Headings. The original or a copy of this Trust Instrument and of each amendment hereof or Trust Instrument

 
 

supplemental hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. Anyone dealing with the Trust may rely on a certificate by an officer or Trustee of the Trust as to whether or not any such amendments or supplements have been made and as to any matters in connection with the Trust hereunder, and with the same effect as if it were the original, may rely on a copy certified by an officer or Trustee of the Trust to be a copy of this Trust Instrument or of any such amendment or supplemental Trust Instrument. In this Trust Instrument or in any such amendment or supplemental Trust Instrument, references to this Trust Instrument, and all expressions like “herein,” “hereof” and “hereunder,” shall be deemed to refer to this Trust Instrument as amended or affected by any such supplemental Trust Instrument. All expressions like “his”, “he” and “him” shall be deemed to include the feminine and neuter, as well as masculine, genders. Headings are placed herein for convenience of reference only and in case of any conflict, the text of this Trust Instrument rather than the headings shall control. This Trust Instrument may be executed in any number of counterparts each of which shall be deemed an original.

Section 9.5      Applicable Law. The trust set forth in this instrument is made in the State of Delaware, and the Trust and this Trust Instrument, and the rights and obligations of the Trustees and Shareholders hereunder, shall be governed by and construed and administered according to the Act and the laws of said State; provided, however, that there shall not be applicable to the Trust, the Trustees or this Trust Instrument (a) the provisions of Sections 3540 and 3561 of Title 12 of the Delaware Code or (b) any provisions of the laws (statutory or common) of the State of Delaware (other than the Act) pertaining to trusts which relate to or regulate: (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (iv) fees or other sums payable to trustees, officers, agents or employees of a trust, (v) the allocation of receipts and expenditures to income or principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets, or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees, which are inconsistent with the limitations or liabilities or authorities and powers of the Trustees set forth or referenced in this Trust Instrument. The Trust shall be of the type commonly called a “statutory trust”, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust under Delaware law. The Trust specifically reserves the right to exercise any of the powers or privileges afforded to trusts or actions that may be engaged in by trusts under the Act, and the absence of a specific reference herein to any such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions.

Section 9.6     

 
 

Amendments. Except as specifically provided herein, the Trustees may, without Shareholder vote, amend or otherwise supplement this Trust Instrument by making an amendment hereto, a Trust Instrument supplemental hereto or an amended and restated trust instrument. Shareholders shall have the right to vote: (i) on any amendment which would affect their right to vote granted in Section 6.1, (ii) on any amendment that would permit the Trustees to bind any Shareholder personally or to permit the Trustees to call upon any Shareholder for the payment of any sum of money or assessment whatsoever, (iii) on any amendment to this Section 9.6, (iv) on any amendment for which such vote is required by the 1940 Act and (v) on any amendment submitted to them by the Trustees. Any amendment required or permitted to be submitted to Shareholders which, as the Trustees determine, shall affect the Shareholders of one or more Series or Classes shall be authorized by vote of the Shareholders of each Series or Class affected and no vote of shareholders of a Series or Class not affected shall be required. Anything in this Trust Instrument to the contrary notwithstanding, no amendment to Article 8 hereof shall limit the rights to indemnification or insurance provided therein with respect to action or omission of any persons protected thereby prior to such amendment. The Trustees may without Shareholder vote, restate or amend or otherwise supplement the By-laws and the Certificate of Trust as the Trustees deem necessary or desirable.

Section 9.7      Fiscal Year. The fiscal year of the Trust or any Series shall end on a specified date as determined from time to time by the Trustees.

Section 9.8      Provisions in Conflict with Law. The provisions of this Trust Instrument are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Trust Instrument (including, if the context requires, any non-conflicting provisions contained in the same section or subsection as the conflicting provision); provided, however, that such determination shall not affect any of the remaining provisions of this Trust Instrument or render invalid or improper any action taken or omitted prior to such determination. If any provision of this Trust Instrument shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provisions in any other jurisdiction or any other provision of this Trust Instrument in any jurisdiction.

Section 9.9      Reliance by Third Parties. Any certificate executed by an individual who, according to the records of the Trust or of any recording office in which this Trust Instrument may be recorded, appears to be a Trustee hereunder, certifying to (a) the number or identity of Trustees or Shareholders, (b) the due authorization of the execution of any instrument or writing, (c) the form of any vote passed at a meeting of Trustees or Shareholders, (d) the fact that the number of Trustees or Shareholders present at any meeting or executing any written instrument

 
 

satisfies the requirements of this Trust Instrument, (e) the form of any By-laws adopted by or the identity of any officers elected by the Trustees, or (f) the existence of any fact or facts which in any manner relate to the affairs of the Trust, shall be conclusive evidence as to the matters so certified in favor of any person dealing with the Trustees and their successors.

 

 

 

[Remainder of page intentionally left blank.]

 
 

 

IN WITNESS WHEREOF, the undersigned, being the Trustees of the Trust, have executed this Amended and Restated Agreement and Declaration of Trust as of the 3rd day of March.

 

This instrument may be executed in several counterparts, each of which shall be deemed an original, but all taken together shall constitute one instrument.

 

 

 

/s/Hilda L. Applbaum   /s/Leonade D. Jones

Hilda L. Applbaum, Trustee

 

 

 

/s/William H. Baribault

 

Leonade D. Jones, Trustee

 

 

 

/s/William D. Jones

William H. Baribault, Trustee

 

 

 

/s/Michael C. Camuñez

 

William D. Jones, Trustee

 

 

 

/s/James J. Postl

Michael C. Camuñez, Trustee

 

 

 

/s/Vanessa C. L. Chang

 

James J. Postl, Trustee

 

 

 

/s/Josette Sheeran

Vanessa C. L. Chang, Trustee

 

 

 

/s/ Linda Griego

 

Josette Sheeran, Trustee

 

 


/s/Margaret Spellings

Linda Griego, Trustee

 

 

 

/s/ Gregory D. Johnson

 

Margaret Spellings, Trustee

 

 

 

/s/Isaac Stein

Gregory D. Johnson, Trustee

 

 

 

 

 

Isaac Stein, Trustee

 

 

 

[NAME OF FUND]

 

AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT

 

 

THIS AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT, is between [NAME OF FUND], [a Delaware statutory trust/Massachusetts business trust/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 management investment company which offers various classes of shares of [common stock/beneficial interest], designated as [Class A shares; Class C shares; Class T shares; Class F-1 shares, Class F-2 shares and Class F-3 shares (“Class F shares”); Class 529-A shares, Class 529-C shares, Class 529-E shares, Class 529-T shares, Class 529-F-1 shares, Class 529-F-2 shares and Class 529-F-3 shares (“Class 529 shares”); and Class R-1 shares, Class R-2 shares, Class R-2E shares, Class R-3 shares, Class R-4 shares, Class R-5E shares, Class R-5 shares and Class R-6 shares (“Class R shares”)], and it is a part of the business of the Fund, and affirmatively in the interest of the Fund, to offer shares of the Fund either from time to time or continuously as determined by the Fund’s officers subject to authorization by its Board of [Trustees/Directors];

 

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

 

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

 

NOW, THEREFORE, the parties agree as follows:

 

1.    (a) The Distributor shall be the exclusive principal underwriter for the sale of the shares of the Fund and of each series or class of the Fund which may be established in the future, except as otherwise provided pursuant to the following subsection (b). The terms “shares of the Fund” or “shares” as used herein shall mean shares of [common stock/beneficial interest] of the Fund and each series or class which may be established in the future and become covered by this Agreement in accordance with Section 31 of this Agreement.

 

 
 

(b) The Fund may, upon 60 days’ written notice to the Distributor, from time to time designate other principal underwriters of its shares with respect to areas other than the North American continent, Hawaii, Puerto Rico, and such countries or other jurisdictions as to which the Fund may have expressly waived in writing its right to make such designation. In the event of such designation, the right of the Distributor under this Agreement to sell shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full force and effect until terminated in accordance with the other provisions hereof.

 

2.    In the sale of shares of the Fund, the Distributor shall act as agent of the Fund except in any transaction in which the Distributor sells such shares as a dealer to the public, in which event the Distributor shall act as principal for its own account.

 

3.    The Fund shall sell shares only through the Distributor, except that the Fund may, to the extent permitted by the 1940 Act and the rules and regulations promulgated thereunder or pursuant thereto, at any time:

 

(a)       issue shares to any corporation, association, trust, partnership or other organization, or its, or their, security holders, beneficiaries or members, in connection with a merger, consolidation or reorganization to which the Fund is a party, or in connection with the acquisition of all or substantially all the property and assets of such corporation, association, trust, partnership or other organization;

 

(b)      issue shares at net asset value to the holders of shares of capital stock or beneficial interest of other investment companies served as investment adviser by any affiliated company or companies of The Capital Group Companies, Inc., to the extent of all or any portion of amounts received by such shareholders upon redemption or repurchase of their shares by the other investment companies;

 

(c)       issue shares at net asset value to its shareholders in connection with the reinvestment of dividends paid and other distributions made by the Fund;

 

(d)      issue shares at net asset value to persons entitled to purchase shares at net asset value without sales charge or contingent deferred sales charge as described in the Fund’s current Registration Statement in effect under the Securities Act of 1933, as amended, for each series issued by the Fund at the time of such offer or sale.

 

4.    The Distributor shall devote its best efforts to the sale of shares of the Fund and shares of any other mutual funds served as investment adviser by affiliated companies of The Capital Group Companies, Inc., and insurance contracts funded by shares of such mutual funds, for which the Distributor has been authorized to act as

 
 

principal underwriter for the sale of shares. The Distributor shall maintain a sales organization suited to the sale of shares of the Fund and shall use its best efforts to effect such sales in jurisdictions as to which the Fund shall have expressly waived in writing its right to designate another principal underwriter pursuant to subsection 1(b) hereof, and shall effect and maintain appropriate qualification to do so in all those jurisdictions in which it sells or offers Fund shares for sale and in which qualification is required.

 

5.    Within the United States of America, all dealers to whom the Distributor shall offer and sell shares must be duly licensed and qualified to sell shares of the Fund. Shares sold to dealers shall be for resale by such dealers only at the public offering price set forth in the current summary prospectus and/or prospectus of the Fund’s Registration Statement in effect under the Securities Act of 1933, as amended (“Prospectus”). The Distributor shall not, without the consent of the Fund, sell or offer for sale any shares of a series or class issued by the Fund other than as principal underwriter pursuant to this Agreement.

 

6.    In its sales to dealers, it shall be the responsibility of the Distributor to ensure that such dealers are appropriately qualified to transact business in the shares under applicable laws, rules and regulations promulgated by such national, state, local or other governmental or quasi-governmental authorities as may in a particular instance have jurisdiction.

 

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

 

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

 

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

 

10.     The Distributor shall adopt and follow procedures as approved by the officers of the Fund for the confirmation of sales to dealers, the collection of amounts payable by dealers on such sales, and the cancellation of unsettled

 
 

transactions, as may be necessary to comply with the requirements of the Securities and Exchange Commission or the Financial Industry Regulatory Authority (“FINRA”), as such requirements may from time to time exist.

 

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

 

12.     The Distributor, as principal underwriter under this Agreement for Class C shares, shall receive (i) distribution fees as compensation for the sale of Class C shares and contingent deferred sales charges (“CDSC”), as set forth in the Fund’s Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class C shares pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class C shares (the “Class C Plan”).

 

(a)       In accordance with the Class C Plan, and subject to the limit on asset-based sales charges set forth in FINRA Conduct Rule 2341 (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 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 C Plan (in effect on the date hereof) relating to Class C 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 T shares, shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class T shares as compensation for the sale of Class T shares as set forth in the Fund’s Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class T 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 T shares (the “Class T Plan”). The actual amounts paid shall be determined by the Board of [Trustees/Directors] of the Fund.

 

14.     The Distributor, as principal underwriter under this Agreement for Class F-1 shares, shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class F-1 shares as compensation for the sale of Class F-1 shares as set forth in the Fund’s Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class F-1 shares. The payment of distribution and service fees is pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class F-1 shares (the “Class F-1 Plan”). The actual amounts paid shall be determined by the Board of [Trustees/Directors] of the Fund.

 

15.     The Distributor, as principal underwriter under this Agreement for Class F-2 shares and Class F-3 shares, shall receive no compensation.

 

16.     The Distributor, as principal underwriter under this Agreement for Class 529-A shares, shall receive (i) that part of the sales charge which is retained by the Distributor after allowance of discounts to dealers, unless waived by the Distributor for certain qualified fee-based programs, as set forth in the Prospectus of the Fund, and (ii) amounts payable to the Distributor pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-A shares. The actual amounts paid shall be determined by the Board of [Trustees/Directors] of the Fund.

 

17.     The Distributor, as principal underwriter under this Agreement for Class 529-C shares, shall receive (i) distribution fees as compensation for the sale of Class 529-C shares and CDSCs, as set forth in the Fund’s Prospectus, and

 
 

(ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-C shares pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-C shares (the “Class 529-C Plan”).

 

(a)       In accordance with the Class 529-C Plan, and subject to the limit on asset-based sales charges set forth in FINRA Conduct Rule 2341 (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 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 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 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-E shares, shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-E shares as compensation for the sale of Class 529-E shares as set forth in the Fund’s Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-E shares. The payment of distribution and service fees is pursuant to the

 
 

Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-E shares (the “Class 529-E Plan”). The actual amounts paid shall be determined by the Board of [Trustees/Directors] of the Fund.

 

19.      The Distributor, as principal underwriter under this Agreement for Class 529-T shares, shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-T shares as compensation for the sale of Class 529-T shares as set forth in the Fund’s Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-T 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-T shares (the “Class 529-T Plan”). The actual amounts paid shall be determined by the Board of [Trustees/Directors] of the Fund.

 

20.     The Distributor, as principal underwriter under this Agreement for Class 529-F-1 shares, shall receive (i) distribution fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-F-1 shares as compensation for the sale of Class 529-F-1 shares as set forth in the Fund’s Prospectus, and (ii) shareholder service fees at the rate of 0.25% per annum of the average daily net asset value of Class 529-F-1 shares. The payment of distribution and service fees is pursuant to the Fund’s Plan of Distribution under Rule 12b-1 under the 1940 Act relating to its Class 529-F-1 shares (the “Class 529-F-1 Plan”). The actual amounts paid shall be determined by the Board of [Trustees/Directors] of the Fund.

 

21.     The Distributor, as principal underwriter under this Agreement for Class 529-F-2 shares and Class 529-F-3 shares, shall receive no compensation.

 

22.     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 shares, and (ii) shareholder service fees as set forth below. The payment of distribution and service fees is pursuant to the Fund’s various Plans of Distribution under Rule 12b-1 under the 1940 Act relating to each of the Class R shares (the “Class R Plans”). For purposes of the following chart the fee rates represent annual fees as a percentage of average daily net assets of the respective share class. Fees shall accrue daily and be paid monthly. The actual amounts paid shall be determined by the Board of [Trustees/Directors] of the Fund, and are currently as follows:

 

 
 

 

Share Class Distribution Fee Service Fee
Class R-1 0.75% 0.25%
Class R-2 0.50% 0.25%
Class R-2E 0.35% 0.25%
Class R-3 0.25% 0.25%
Class R-4 0.00% 0.25%
Class R-5E 0.00% 0.00%
Class R-5 0.00% 0.00%
Class R-6 0.00% 0.00%

 

23.     The Fund agrees to use its best efforts to maintain its registration as an open-end management investment company under the 1940 Act.

 

24.     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 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.

 

25.     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.

 

26.     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.

 

27.     The Fund may withhold shares of any series or class from sale to any person or persons or in any jurisdiction temporarily or permanently if, in the opinion of its counsel, such offer or sale would be contrary to law or if the [Trustees/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.

 

28.     (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 the Fund or any series of the Fund in a particular state has been suspended or canceled by the State of California or any other state in which sales of the shares of the Fund or such series during the most recent 12-month period exceeded 10% of all shares of such series sold by the Distributor during such period.

 

(d)  This Agreement may be terminated as to the Fund or any series or class at any time on sixty (60) days’ written notice to the Distributor without the payment of any penalty, by vote of a majority of the Independent [Trustees/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.

 

29.     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. If the Distributor determines to transfer its Allocable Portion of Distribution Fees and CDSCs in respect of Class C shares or Class 529-C shares to a third party, such transfer shall not cause a termination of this Agreement.

 

30.     No provision of this Agreement shall protect or purport to protect the Distributor against any liability to the Fund or holders of its shares for which the Distributor would otherwise be liable by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Distributor’s obligations under this Agreement.

 

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

 

32.     If the Fund shall at any time issue shares in more than one series or class, this Agreement shall take effect with respect to such series or class of the Fund which may be established in the future at such time as it has been approved as to such series or class by vote of the Board of [Trustees/Directors] and the Independent [Trustees/Directors] in accordance with Section 31. The Agreement as approved with respect to any series or class shall specify the compensation payable to the Distributor pursuant to Sections 11 through 22, as well as any provisions which may

 
 

differ from those herein with respect to such series, subject to approval in writing by the Distributor.

 

33.     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.

 

34.     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.

 

35.     This Agreement shall be approved, amended, continued or renewed in accordance with requirements of the 1940 Act and rules, orders and guidance adopted or issued by the U.S. Securities and Exchange Commission.

 

 

 

[Remainder of page intentionally left blank.]

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers thereunto duly authorized, as of [DATE].

 

 

AMERICAN FUNDS DISTRIBUTORS, INC. [NAME OF FUND]
   
By: ______________ By: ______________
Timothy W. McHale  [Name]
Secretary  Secretary

 

 

 
 

SCHEDULE A

to the

Amended and Restated Principal Underwriting Agreement

 

ALLOCATION SCHEDULE

 

 

The following relates solely to Class C shares.

 

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

 

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

 

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

 

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

 

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

 

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

 

 
 

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

 

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

 

PART I: ATTRIBUTION OF CLASS C SHARES

 

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

 

(1) Commission Shares other than Omnibus Shares:

 

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

 

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

 

(c)       A Non-Omnibus Commission Share of a Fund issued in consideration of the investment of proceeds of the redemption of a Non-Omnibus Commission Share of another fund (the “Redeeming Fund”) in connection with a permitted free exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of

 
 

the Non-Omnibus Commission Share of the Redeeming Fund, and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with rules (a) and (b) above.

 

(2) Free Shares:

 

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

 

(3) Omnibus Shares:

 

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

 

PART II: ALLOCATION OF CDSCs

 

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

 

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

 

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

 

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

 
 

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

 

PART III: ALLOCATION OF DISTRIBUTION FEE

 

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

 

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

 

(A + C)/2

(B + D)/2

 

where:

 

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

 

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

 

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

 

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

 

(2)       If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution

 
 

Fee accrued in respect of all such Class C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction:

 

(A)/(B)

 

where:

 

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

 

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

 

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

 

The parties to the Distribution Agreement recognize that, if the terms of any distributor’s contract, any distribution plan, any prospectus, the FINRA 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 FINRA 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

Amended and Restated 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 FINRA 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 FINRA 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.

 

 

 

 

 

DEFERRED COMPENSATION PLAN

(Amended and restated, effective as of January 1, 2020)

 

TABLE OF CONTENTS

Paragraph Title Page No
1. Definitions 2
2. Introduction 5
3. Plan Oversight; Administration and Amendment 5
  3.1. Plan Oversight and Operation 5
  3.2. Plan Interpretation and Administration 5
  3.3. Plan Amendment 5
  3.4. Plan Termination 6
4. Election to Defer Payments   6
  4.1. Election to Defer 6
  4.2. Current Independent Board Members 6
    4.2.a. Newly Elected or Appointed Independent Board Members 6
  4.3. Modification or Revocation of Election to Defer 6
5. Beneficiary Designation 6
     
6. Deferred Payment Account 7
  6.1. Crediting Amounts 7
  6.2. Change of Investment Designation 7
  6.3. Exchange Requests 7
  6.4. Plan Participants Serving on Money Market Fund Boards 8
  6.5. Plan Participant Electing Installment Payout Option under Section 7.4.a 8
    6.5a Alternative Instructions under Section 6.5 8
7. Timing and Manner of Payments 8
  7.1. Timing of Payments 8
  7.2. Manner of Payment – Lump Sum 8
  7.3. Alternative Payment Methods 9
  7.4. Death of Plan Participant 9
    7.4.a Optional Payment Method upon Death for Post-2004 Deferrals 9
  7.5. Disability of Plan Participant 10
  7.6. Unforeseeable Emergency 10
  7.7. Modification or Revocation for Post-2004 Deferrals 10
    7.7.a. Special Transition Rule 11
  7.8. Modification or Revocation for Pre-2005 Deferrals 11
8. Miscellaneous 11
 
 

 

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 or Trustees 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. The Date of Crediting for compensation deferred by a Plan Participant will be as soon as administratively practicable after the date such compensation would otherwise be paid.

 

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.

  (i) 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”).
  (ii) For those participants residing outside the U.S., Deferred Payment Accounts will further be divided into two separate accounts, “U.S.” and “Non-U.S.,” to provide appropriate tax reporting.

 

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.       Election Forms. The three forms listed below as prescribed by the Administrator:

  (i) Beneficiary Designation Form. A form indicating the beneficiary designations of a Plan Participant.
  (ii) 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.
  (iii) Rate of Return Election Form. A form indicating the percentages of deferrals allocated to each Fund.

 

1.10.       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 the Deferral Election Form. 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 F-2 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.

 

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

 

1.12.       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 Participating Fund.

 

1.13       Money Market Fund. A mutual fund managed by CRMC that invests solely in money market instruments.

 

1.14.       Participating Funds. Mutual funds managed by CRMC that have adopted the Plan.

 

1.15.       Permissible Payment Event. A Permissible Payment Event is any one of the following:

  (i) The date specified on the Deferral Election Form 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.

 

1.16.       Phantom Shares. Fictional shares of the Fund(s) that a Plan Participant has selected on the Rate of Return Election Form that have been credited to his or her Deferred Payment Account(s). Phantom Shares shall have the same economic characteristics as actual Class F-2 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.

 

1.17.       Plan or Deferred Compensation Plan. The deferred compensation plan adopted by the Participating Funds.

 

1.18.       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.

 

1.19.       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).

 

1.20.       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 F-2 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 F-2 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 Participating Fund 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; ADMINISTRATION 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
  5.  

 

4.1.       Election to Defer. Pursuant to the Plan, Independent Board Members may elect to have all or any portion of payment of their compensation deferred as provided herein. An Independent Board Member who elects to participate in the Plan shall file copies of the Election Forms 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 the Election Forms 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 the Election Forms with the Administrator shall become effective and apply with respect to compensation 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 Deferral Election Form 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 the Election Forms with the Administrator may elect to defer any unpaid and future compensation 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 Deferral Election Form with the Administrator prior to the beginning of such next calendar year.

 

 

5.                 BENEFICIARY DESIGNATION

 

Each Plan Participant shall designate on the Beneficiary Election Form 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 Beneficiary Election Form 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 the Rate of Return Election Form 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 F-2 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 through the participant website or by filing a revised Rate of Return Election Form 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 compensation deferred after receipt of such request. 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 or using the participant website, 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 F-2 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. 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 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.

 

6.5.        Plan Participant Electing Installment Payout Option under Section 7.4.a. When a Plan Participant elects the limited installment payout option described in Section 7.4.a, all post-2004 deferrals will be exchanged into the appropriate American Funds Target Date Retirement Fund based upon the age of the surviving spouse Beneficiary at the time of the Participant’s death unless alternative instructions are provided in accordance with Section 6.5.a. Such exchange will occur as soon as administratively practicable, but in no event later than thirty (30) days from the date that the Plan Administrator is notified of the Plan Participant’s death. Once this exchange occurs, no further exchanges will be permitted for post-2004 deferrals.

 

6.5.a.       Alternative Instructions under Section 6.5. A Plan Participant electing the limited installment payout option described in Section 7.4.a. may instruct the Administrator to exchange all post-2004 deferrals into one or more Funds, rather than the appropriate American Funds Target Date Retirement Fund as provided for in Section 6.5. A Plan Participant may change instructions provided under this Section 6.5.a. no more than 12 times each calendar year. To be effective, such instructions must be received by the Administrator prior to the Plan Participant’s death.

 

 

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 F-2 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 on the Deferral Election Form.

 

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).

 

7.4.a.       Optional Payment Method upon Death for Post-2004 Deferrals. With respect to post-2004 deferrals under the Plan, a Plan Participant may elect for his or her spouse Beneficiary to receive any remaining installment payments due the Plan Participant at his or her death if all four of the following conditions are met:

 

  (i) The spouse was married to the Plan Participant at the time of the Plan Participant’s death.
  (ii) The spouse was designated as the sole Beneficiary under the
 
 

Plan.

  (iii) At the time of the Plan Participant’s death, the timing and manner of distribution election in effect for such Plan Participant was one of the alternative payment methods described in Section 7.3 of the Plan.
  (iv) The Plan Participant had begun receiving installment payments described under Section 7.3 of the Plan at the time of his or her death.

 

An election under this Section 7.4.a must be made at least 12 months before the first scheduled payment under the Plan Participant’s current timing and manner of payment designation.

 

All installment payments made to a spouse Beneficiary under this section will be made under the same timing and manner of payment election made by the Plan Participant and in effect at the time of the Plan Participant’s death. No changes to the timing or manner of payment will be permitted.

 

If the spouse Beneficiary dies while there are still post-2004 account balances in the Plan, all remaining post-2004 account balances will be paid to the estate of the spouse Beneficiary as soon as administratively practicable, but in no event later than thirty (30) days from the date of the spouse Beneficiary’s death.

 

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 F-2 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.

 

8.7.           Washington Management Corporation. Washington Management Corporation (“WMC”) provided services to the Washington Mutual Investors Fund, The Tax Exempt Fund of Maryland, and The Tax Exempt Fund of Virginia (collectively, the “WMC Funds”). WMC became a wholly-owned subsidiary of CRMC, effective as of December 21, 2012, and ceased to provide services to the WMC Funds after September 1, 2014.

 

The WMC Funds maintained the Deferred Compensation Plan for Independent Board Members of the WMC Funds (the “WMC Plan”). Effective as of March 21, 2013, each WMC Fund, 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), merged the WMC Plan into, and adopted, the Plan.

 

The terms of the Plan shall govern amounts deferred under the WMC Plan, provided that, in the case of a former participant in the WMC Plan, a reference to the terms of the Plan in effect on January 1, 2004 shall be deemed a reference to the terms of the WMC Plan in effect on January 1, 2004. The timing and form of payments of amounts deferred under the WMC Plan as well as elections to defer made under the terms of the WMC Plan shall not be affected by the merger. The terms of this Plan and the merger of the WMC Plan into the Plan are intended to comply with section 409A of the Code.

 

 
 

 

I am a participant in the Deferred Compensation Plan and I wish my compensation from Board service to all funds deferred as follows:

 

 

I elect to defer the following portion of my compensation from the Participating Funds and designated above:[1]

 

·         Compensation as an Independent Board Member: _______%

or

·         Compensation as an Independent Board Member excluding money market funds (MMF and CCF): _______%

 

 

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.

 

AND (for multiple payments)

 

q       Applicable to Post-2004 deferrals only; continue any remaining installment payments due at my death to my surviving spouse beneficiary per the conditions stated in section 7.4.a of the Plan. Absent this election, post-2004 deferrals will be paid in a lump sum at death.

 

 

 
 

 

 

 

________________________________________________________________

Name (please print)

 

 

 

___________________________

 

Date

 

______________________________________________________________________

Signature

 

 

___________________________

SSN or ITIN

 

 

 

 

 
 

 

I hereby designate the following beneficiary(ies) to receive any death benefit payable on account of my participation in the Deferred Compensation Plan.

 

 

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

 

 

 
 

 

I am a participant in the Deferred Compensation Plan and I wish my compensation from Board service to all 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 F-2 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 the applicable Class F-2 or M shares of that particular money market fund.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FUNDS

AMCAP Fund (AMCAP)

American Balanced Fund (AMBAL)

American Funds Corporate Bond Fund (CBF)

American Funds Developing World Growth and Income Fund (DWGI)

American Funds Emerging Markets Bond Fund (EMBF)

American Funds Fundamental Investors (FI)

American Funds Global Insight Fund (GIF)

American Funds Global Balanced Fund (GBAL)

American Funds Inflation Linked Bond Fund (ILBF)

American Funds International Vantage Fund (IVE)

American Funds U.S. Government Money Market Fund* (MMF)

American Funds Mortgage Fund (AFMF)

American Funds Short-Term Tax-Exempt Bond Fund (STEX)

American Funds Strategic Bond Fund (SBF)

American Funds Tax-Exempt Fund of New York (TEFNY)

American High-Income Municipal Bond Fund (AHIM)

American High-Income Trust (AHIT)

American Mutual Fund (AMF)

The Bond Fund of America (BFA)

Capital Group Central Cash Fund* (CCF)

Capital Income Builder (CIB)

Capital World Bond Fund (WBF)

Capital World Growth and Income Fund (WGI)

EuroPacific Growth Fund (EUPAC)

The Growth Fund of America (GFA)

The Income Fund of America (IFA)

Intermediate Bond Fund of America (IBFA)

International Growth and Income Fund (IGI)

The Investment Company of America (ICA)

Limited Term Tax-Exempt Bond Fund of America (LTEX)

The New Economy Fund (NEF)

New Perspective Fund (NPF)

New World Fund, Inc. (NWF)

Short-Term Bond Fund of America (STBF)

SMALLCAP World Fund, Inc. (SCWF)

The Tax-Exempt Bond Fund of America (TEBF)

The Tax-Exempt Fund of California (TEFCA)

U.S. Government Securities Fund (GVT)

% ALLOCATION

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

____ %

 
 

 

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 F-2 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 the applicable Class F-2 or M shares of that particular money market fund.

FUNDS

Washington Mutual Investors Fund (WMIF)

American Funds 2060 Target Date Retirement Fund (AFTD60)

American Funds 2055 Target Date Retirement Fund (AFTD55)

American Funds 2050 Target Date Retirement Fund (AFTD50)

American Funds 2045 Target Date Retirement Fund (AFTD45)

American Funds 2040 Target Date Retirement Fund (AFTD40)

American Funds 2035 Target Date Retirement Fund (AFTD35)

American Funds 2030 Target Date Retirement Fund (AFTD30)

American Funds 2025 Target Date Retirement Fund (AFTD25)

American Funds 2020 Target Date Retirement Fund (AFTD20)

American Funds 2015 Target Date Retirement Fund (AFTD15)

American Funds 2010 Target Date Retirement Fund (AFTD10)

American Funds Global Growth Portfolio (PSGG)

American Funds Growth Portfolio (PSG)

American Funds Growth and Income Portfolio (PSGI)

American Funds Moderate Growth and Income Portfolio (PSMGI)

American Funds Multi-Sector Income Fund (MSI)

American Funds Conservative Growth and Income Portfolio (PSCGI)

American Funds Tax-Aware Conservative Growth and Income Portfolio (PSTACGI)

American Funds Preservation Portfolio (PSP)

American Funds Tax-Exempt Preservation Portfolio (PSTEP)

American Funds Retirement Income Portfolio Series – Conservative (RIC)

American Funds Retirement Income Portfolio Series – Moderate (RIM)

American Funds Retirement Income Portfolio Series – Enhanced (RIE)

% 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


 

 

 

 

[NAME OF FUND]

 

AMENDED AND RESTATED SHAREHOLDER SERVICES AGREEMENT

 

 

1.             The parties to this Amended and Restated Shareholder Services Agreement (the “Agreement”), which is effective as of [DATE], are [Name Of Fund], a [Delaware statutory trust/Massachusetts business trust/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, in respect of [Class A shares; Class C shares; Class T shares; Class F-1 shares, Class F-2 shares and Class F-3 shares (“Class F shares”); Class 529-A shares, Class 529-C shares, Class 529-E shares, Class 529-T shares, Class 529-F-1 shares, Class 529-F-2 shares and Class 529-F-3 shares (“Class 529 shares”); Class ABLE-A shares and Class ABLE-F-2 shares (“Class ABLE shares”); Class R-1 shares, Class R-2 shares, Class R-2E shares, Class R-3 shares, Class R-4 shares, Class R-5E shares, Class R-5 shares and Class R-6 shares (“Class R shares”); (Class A shares, Class C shares, Class T shares, Class F shares, Class 529 shares, Class ABLE shares and Class R shares], collectively the “shares”) of the Fund, all of which services are sometimes referred to herein as “shareholder services.” In addition, AFS assumes responsibility for the Fund’s implementation and compliance with the procedures set forth in the Anti-Money Laundering Program (“AML Program”) of the Fund and does hereby agree to provide all records relating to the AML Program to any federal examiner of the Fund upon request.

 

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

 

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

 

 
 

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

 

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

 

Annual account maintenance fee (paid monthly):  
   
Fee per account (annual rate) Rate
Broker controlled account (networked and street) $0.84
Full service account $16.00

 

No annual fee will be charged for a participant account underlying a 401(k) or other defined contribution plan where the plan maintains a single account on AFS’ books and responds to all participant inquiries.

 

The fees described above shall be invoiced and paid within 30 days after the end of the month in which the services were performed.

 

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

 

7.             a. All Fund-specific charges from third parties -- including DST charges, payments described in the next sentence, postage, National Securities Clearing Corporation (NSCC) transaction charges and similar out-of-pocket expenses -- will be passed through directly to the Fund or other participating investment companies, as applicable. AFS, subject to approval of its board of directors, is authorized in its discretion to negotiate payments to third parties for account maintenance and/or transaction processing services described in paragraph 7.b., provided such payments do not exceed the anticipated savings to the Fund, either in fees payable to AFS hereunder or in other direct Fund expenses, that AFS reasonably anticipates would be realized by the Fund from using the services of such third party rather than maintaining the accounts directly on AFS’ books and/or processing non-automated transactions. The limitation set forth above shall not apply to Class F shares, Class 529-F shares[, Class ABLE-F-2 shares] or Class R shares.

 

 
 

b.       During the term of this Agreement, AFS shall perform or cause to be performed the transfer agent services set forth in Exhibit A hereto, as such exhibit may be amended from time to time by mutual consent of the parties. The Fund and AFS acknowledge that AFS will contract with third parties, to perform such transfer agent services. In selecting third parties to perform transfer agent services, AFS shall select only those third parties that AFS reasonably believes have adequate facilities and personnel to diligently perform such services. As set forth in the Administrative Services Agreement between the Fund and CRMC, CRMC or its affiliates shall monitor, coordinate and oversee the activities performed by the third parties with which AFS contracts.

 

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

 

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

 

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

 

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

 
 

surplus to CRMC shall be distributed to the participating investment companies in such proportions as may be determined by the Review and Advisory Committee.

 

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

 

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

 

 

 

[Remainder of page intentionally left blank.]

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers thereunto duly authorized, as of [Date].

 

 

AMERICAN FUNDS SERVICE COMPANY [NAME OF FUND]
   
By: ____________ By: ____________
[Angela M. Mitchell] [Name]
Secretary Secretary

 

 

 
 

EXHIBIT A

to the

Amended and Restated Shareholder Services Agreement

 

AFS or any third party with whom it may contract (AFS and any such third-party are collectively referred to as “Service Provider”) shall act, as necessary, as stock transfer agent, dividend disbursing agent and redemption agent for the Fund’s shares and shall provide such additional related services as the Fund’s shares may from time to time require.

 

1. Record Maintenance

 

The Service Provider shall maintain, and require any third parties with which it contracts to maintain with respect to the Fund’s shareholders holding the Fund’s shares in a Service Provider account (“Customers”) the following records:

 

a. Number of shares;

 

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

 

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

 

d.             Records of distributions and dividend payments; and

 

e.             Any transfers of shares.

 

2. Shareholder Communications

 

Service Provider shall:

 

a.              Provide to a shareholder mailing agent for the purpose of delivering certain Fund-related material the names and addresses of all Customers. The Fund-related material shall consist of updated summary prospectuses and/or prospectuses and any supplements and amendments thereto, annual and other periodic reports, proxy or information statements and other appropriate shareholder communications. In the alternative, the Service Provider may distribute the Fund related material to its Customers.

 

 
 

b.             Deliver current Fund summary prospectuses, prospectuses and statements of additional information and annual and other periodic reports upon Customer request, and, as applicable, with confirmation statements.

 

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

 

d.             Produce and deliver to Customers confirmation statements reflecting purchases and redemptions of shares of the Fund.

 

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

 

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

 

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

 

3. Transactional Services

 

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

 

4. Tax Information Returns and Reports

 

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

 
 

federal and state laws, rules and regulations; and (iii) gross proceeds of sales transactions as required.

 

5. Fund Communications

 

The Service Provider shall, upon request by the Fund, on each business day, report the number of shares on which the transfer agency fee is to be paid pursuant to this Agreement. The Service Provider shall also provide the Fund with a monthly invoice.

 

6. Coordination, Oversight and Monitoring of Service Providers

 

As set forth in the Administrative Services Agreement between the Fund and CRMC, CRMC shall coordinate, monitor and oversee the activities performed by the Service Providers with which AFS contracts. AFS shall monitor Service Providers’ provision of services including the delivery of Customer account statements and all Fund-related material, including summary prospectuses and/or prospectuses, shareholder reports, and proxies.

 

 

[NAME OF FUND]

 

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT

 

WHEREAS, [Name Of Fund] (the “Fund”), is a [Delaware statutory trust/Massachusetts business trust/Maryland corporation] registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company that offers [Class A shares; Class C shares; Class T shares; Class F-1 shares, Class F-2 shares and Class F-3 shares (“Class F shares”); Class 529-A shares, Class 529-C shares, Class 529-E shares, Class 529-T shares, Class 529-F-1 shares, Class 529-F-2 shares and Class 529-F-3 shares (“Class 529 shares”); Class ABLE-A shares and Class ABLE-F-2 shares (“Class ABLE shares”); and Class R-1 shares, Class R-2 shares, Class R-2E shares, Class R-3 shares, Class R-4 shares, Class R-5E shares, Class R-5 shares and Class R-6 shares (“Class R shares”) of [common stock/beneficial interest] (Class A shares, Class C shares, Class T shares, Class F shares, Class 529 shares, Class ABLE shares and Class R shares, collectively, the “shares”)];

 

WHEREAS, Capital Research and Management Company (the “Investment Adviser”), is a Delaware corporation registered under the Investment Advisers Act of 1940, as amended, and is engaged in the business of providing investment advisory and related services to the Fund and to other investment companies;

 

WHEREAS, the Fund wishes to have the Investment Adviser assist financial advisers and other intermediaries with their provision of service to shareholders of the Fund and to arrange for and coordinate, monitor and oversee the activities performed by the third parties with which affiliates of the Investment Adviser contract for the provision of sub-transfer agency services (the “administrative services”);

 

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

 

WHEREAS, the Fund and the Investment Adviser wish to enter into an Amended and Restated Administrative Services Agreement (“Agreement”) whereby the Investment Adviser would perform or cause to be performed such administrative services for the Fund’s shares;

 

NOW, THEREFORE, the parties agree as follows:

 

 
 

1.             Services. During the term of this Agreement, the Investment Adviser shall perform or cause to be performed the administrative services set forth in Exhibit A hereto, as such exhibit may be amended from time to time by mutual consent of the parties.

 

2.             Fees. In consideration of administrative services performed by the Investment Adviser for the Fund’s shares the Fund shall pay the Investment Adviser an administrative services fee (“administrative fee”). For all share classes of the Fund, the administrative fee shall accrue daily and shall be calculated at the annual rate of 0.05% of the average daily net assets of those shares. The administrative fee shall be invoiced and paid within 30 days after the end of the month in which the administrative services were performed.

 

3.             Effective Date and Termination of Agreement. This Agreement shall become effective on [DATE] and unless terminated sooner it shall continue in effect until [DATE]. It may thereafter be continued from year to year only with the approval of a majority of those [Trustees/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 [Trustees/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 [Trustees/Directors]. The Investment Adviser may terminate this agreement upon sixty (60) days’ prior written notice to the Fund.

 

4.             Amendment. No material amendment to this Agreement shall be made unless such amendment is approved by the vote of a majority of the Independent [Trustees/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 its affiliates for the provision of administrative services on behalf of the Fund.

 

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

 

 
 

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

 

 

 

[Remainder of page intentionally left blank.]

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized, as of [DATE].

 

 

 

CAPITAL RESEARCH AND MANAGEMENT COMPANY [NAME OF FUND]
   
By: ____________ By: ____________
[Robert W. Lovelace] [Name]
[President and Chief Executive Officer] Secretary

 

 

 
 

 

EXHIBIT A

to the

Amended and Restated Administrative Services Agreement

 

1. Assisting Financial Intermediaries in their Provision of Shareholder Services

 

The Investment Adviser shall assist financial advisers and other intermediaries in their provision of services to shareholders of the Fund. Such assistance shall include, but not be limited to, responding to a variety of inquiries such as cost basis information, share class conversion policies, retirement plan distribution requirements, Fund investment policies and Fund market timing policies. In addition, the Investment Adviser shall provide such intermediaries with in-depth information on current market developments and economic trends/forecasts and their effects on the Fund and detailed Fund analytics, and such other matters as may reasonably be requested by financial advisers or other intermediaries to assist them in their provision of service to shareholders of the Fund.

 

2. Coordination, Oversight and Monitoring of Service Providers

 

The Investment Adviser shall monitor, coordinate and oversee the activities performed by the third parties with which its affiliates contract for the provision of sub-transfer agency services. In doing so the Investment Adviser shall establish procedures to monitor the activities of such third parties. These procedures may, but need not, include monitoring: (i) telephone queue wait times; (ii) telephone abandon rates; (iii) website and voice response unit downtimes; (iv) downtime of the third party’s shareholder account recordkeeping system; (v) the accuracy and timeliness of financial and non-financial transactions; (vi) compliance with the Fund prospectus; and (vii) with respect to Class 529 shares, compliance with the CollegeAmerica program description.

 

 

 

August 26, 2020

International Growth and Income Fund
6455 Irvine Center Drive
Irvine, California 92618-4518

Ladies and Gentlemen:

 

We have acted as counsel to the International Growth and Income Fund (the “Trust”), a Delaware statutory trust, in connection with Post-Effective Amendment No. 31 to the Trust’s Registration Statement on Form N-1A to be filed with the Securities and Exchange Commission (the “Commission”) on or about August 31, 2020 (the “Registration Statement”), with respect to the issuance of Class 529-F-2 shares and Class 529-F-3 shares of beneficial interest (the “Shares”) of the Trust. You have requested that we deliver this opinion to you in connection with the Trust’s filing of the Registration Statement.

 

In connection with the furnishing of this opinion, we have examined the following documents:

(a) A certificate of the Secretary of State of the State of Delaware, dated as of a recent date, as to the existence of the Trust;
(b) A copy, certified by the Secretary of State of the State of Delaware, of the Trust’s Certificate of Trust dated August 20, 2009, as filed with the Secretary of State (the “Certificate of Trust”);
(c) A certificate executed by the Secretary of the Trust, certifying as to, and attaching copies of, the Amended and Restated Agreement and Declaration of Trust dated March 3, 2020 (the “Declaration”), the Trust’s By-Laws (the “By-Laws”), and the resolutions adopted by the Board of Trustees of the Trust authorizing the issuance of the Shares of the Trust (the “Resolutions”); and
(d) A printer’s proof of the Registration Statement.

In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, including conformed copies,

 
 

the authenticity and completeness of all original documents reviewed by us in original or copy form, and the legal competence of each individual executing any document. We have assumed that the Registration Statement as filed with the Commission will be in substantially the form of the printer’s proof referred to in paragraph (d) above. We have also assumed for the purposes of this opinion that the Certificate of Trust, the Declaration, the By-Laws, and the Resolutions will not have been amended, modified or withdrawn with respect to matters relating to the Shares, and will be in full force and effect on the date of issuance of such Shares.

This opinion is based entirely on our review of the documents listed above and such other documents as we have deemed necessary or appropriate for the purposes of this opinion and such investigation of law as we have deemed necessary or appropriate. We have made no other review or investigation of any kind whatsoever, and we have assumed, without independent inquiry, the accuracy of the information set forth in such documents.

This opinion is limited solely to the Delaware Statutory Trust Act to the extent that the same may apply to or govern the transactions referred to herein, and we express no opinion with respect to the laws of any other jurisdiction or to any other laws of the State of Delaware, including but not limited to other laws relating to trusts.  Further, we express no opinion as to any state or federal securities laws, including the securities laws of the State of Delaware.  No opinion is given herein as to the choice of law or internal substantive rules of law which any tribunal may apply to such transaction.  In addition, to the extent that the Declaration or the By-Laws refer to, incorporate, or require compliance with the Investment Company Act of 1940, as amended (the “1940 Act”), or any other law or regulation applicable to the Trust, except for the Delaware Statutory Trust Act, we have assumed compliance by the Trust with the 1940 Act and such other laws and regulations.

We understand that all of the foregoing assumptions and limitations are acceptable to you.

Based upon and subject to the foregoing, it is our opinion that the Shares, when issued and sold in accordance with the Declaration, the By-Laws, the Resolutions, and the Registration Statement, and for the consideration described in the Registration Statement, will be validly issued, fully paid, and non-assessable.

This opinion is given as of the date hereof and we assume no obligation to update this opinion to reflect any changes in law or any other facts or circumstances which may hereafter come to our attention. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In rendering this opinion and giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

 
 

 

Very truly yours,

 

 

/s/ Morgan, Lewis & Bockius LLP

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the use in this Post-Effective Amendment to Registration Statement No. 333-152323 on Form N-1A of our report dated August 12, 2020, relating to the financial statements and financial highlights of International Growth and Income Fund appearing in the Statement of Additional Information, which is part of such Registration Statement, and to the references to us under the headings “Financial highlights” in the Prospectus and “Independent registered public accounting firm” and “Prospectuses, reports to shareholders and proxy statements” in the Statement of Additional Information, which are part of such Registration Statement.

 

 

/s/ DELOITTE & TOUCHE LLP

 

Costa Mesa, California

August 26, 2020

 

INTERNATIONAL GROWTH AND INCOME FUND

 

AMENDED AND RESTATED MULTIPLE CLASS PLAN

 

 

WHEREAS, INTERNATIONAL GROWTH AND INCOME FUND (the “Fund”), a Delaware statutory trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company that offers shares of beneficial interest;

 

WHEREAS, American Funds Distributors, Inc. (the “Distributor”) serves as the principal underwriter for the Fund;

 

WHEREAS, the Fund has adopted Plans of Distribution (each a “12b-1 Plan”) under which the Fund may bear expenses of distribution and servicing of its shares, including payments to and/or reimbursement of certain expenses incurred by the Distributor in connection with its distribution of the Fund’s shares;

 

WHEREAS, the Fund has entered into an Amended and Restated Administrative Services Agreement with Capital Research and Management Company under which the Fund may bear certain administrative expenses for certain classes of shares;

 

WHEREAS, the Fund has entered into an Amended and Restated Shareholder Services Agreement with American Funds Service Company under which the Fund may bear certain transfer agency expenses for its shares;

 

WHEREAS, the Fund is authorized to issue the following classes of shares of beneficial interest: Class A shares; Class C shares; Class T shares; Class F-1 shares, Class F-2 shares and Class F-3 shares (“Class F shares”); Class 529-A shares, Class 529-C shares, Class 529-E shares, Class 529-T shares, Class 529-F-1 shares, Class 529-F-2 shares and Class 529-F-3 shares (“Class 529 shares”); as well as Class R-1 shares, Class R-2 shares, Class R-2E shares, Class R-3 shares, Class R-4 shares, Class R-5E shares, Class R-5 shares, and Class R-6 shares (“Class R shares”);

 

WHEREAS, the provisions of this Plan related to Class 529-F-2 shares, and Class 529-F-3 shares shall become effective contemporaneously with the Fund’s registration of such shares with the U.S. Securities and Exchange Commission;

 

WHEREAS, Rule 18f-3 under the 1940 Act permits open-end management investment companies to issue multiple classes of voting shares representing interests in the same portfolio if, among other things, an investment company adopts a written Multiple Class Plan setting forth the separate arrangement

 
 

and expense allocation of each class and any related conversion features or exchange privileges; and

 

WHEREAS, the Board of Trustees of the Fund has determined, that it is in the best interest of each class of shares of the Fund individually, and the Fund as a whole, to adopt this Amended and Restated Multiple Class Plan (the “Plan”) effective June 30, 2020;

 

NOW THEREFORE, the Fund adopts the Plan as follows:

 

1.             Each class of shares will represent interests in the same portfolio of investments of the Fund, and be identical in all respects to each other class, except as set forth below. The differences among the various classes of shares of the Fund will relate to: (i) distribution, service and other charges and expenses as provided for in paragraph 3 of this Plan; (ii) the exclusive right of each class of shares to vote on matters submitted to shareholders that relate solely to that class or the separate voting right of each class on matters for which the interests of one class differ from the interests of another class; and (iii) such differences relating to (a) eligible investors, (b) the designation of each class of shares, (c) conversion features, and (d) exchange privileges each as may be set forth in the Fund’s prospectus and statement of additional information (“SAI”), as the same may be amended or supplemented from time to time.

 

2.    (a) Certain expenses may be attributable to the Fund, but not a particular class of shares thereof. All such expenses will be borne by each class on the basis of the relative aggregate net assets of the classes. Notwithstanding the foregoing, the Distributor, the investment adviser or other provider of services to the Fund may waive or reimburse the expenses of a specific class or classes to the extent permitted by Rule 18f-3 under the 1940 Act and any other applicable law.

 

(b)       A class of shares may be permitted to bear expenses that are directly attributable to that class, including: (i) any distribution service fees associated with any rule 12b-1 Plan for a particular class and any other costs relating to implementing or amending such rule 12b-1 Plan; (ii) any administrative service fees attributable to such class; and (iii) any transfer agency, sub-transfer agency and shareholder servicing fees attributable to such class.

 

(c)       Any additional incremental expenses not specifically identified above that are subsequently identified and determined to be applied properly to one class of shares of the Fund shall be so applied upon approval by votes of the majority of both (i) the Board of Trustees of the Fund; and (ii) those Trustees of the Fund who are not “interested persons” of the Fund (as defined in the 1940 Act) (“Independent Trustees”).

 

 
 

3.    Consistent with the general provisions of section 2(b), above, each class of shares of the Fund shall differ in the amount of, and the manner in which costs are borne by shareholders as follows:

 

(a)       Class A shares

 

(i) Class A shares shall be sold at net asset value plus a front-end sales charge, at net asset value without a front-end sales charge but subject to a contingent deferred sales charge (“CDSC”), and at net asset value without any sales charge, as set forth in the Fund’s prospectus and SAI.

 

(ii) Class A shares shall be subject to an annual distribution expense under the Fund’s Class A Plan of Distribution of up to 0.30% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Plan of Distribution. This expense consists of a service fee of up to 0.25%The amount remaining, if any, may be used for distribution expenses.

 

(iii) Class A shares shall be subject to a transfer agent fee (including sub-transfer agent fees) according to the Shareholder Services Agreement between the Fund and its transfer agent. In calculating transfer agent fees allocable to Class A shares, the fees generated shall be charged to the Fund and allocated to Class A shares based on their aggregate net assets relative to those of Class C shares and Class 529 shares, except that sub-transfer agency fees payable to intermediaries holding shareholder accounts in street name are not allocated to Class 529 shares (other than intermediaries holding accounts with Class 529 shares in street name).

 

(iv) Class A shares shall be subject to an administrative services fee of 0.05% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement.

 

(b)      Class C shares

 

(i) Class C shares shall be sold at net asset value without a front-end sales charge, but subject to a CDSC and
 
 

maximum purchase limits as set forth in the Fund’s prospectus and SAI.

 

(ii) Class C shares shall be subject to an annual 12b-1 expense under the Fund’s Class C Plan of Distribution of up to 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class C Plan of Distribution. This expense shall consist of a distribution fee of up to 0.75% and a service fee of up to 0.25% of such average daily net assets.

 

(iii) Class C shares shall be subject to a transfer agent fee (including sub-transfer agent fees) according to the Shareholder Services Agreement between the Fund and its transfer agent. In calculating transfer agent fees allocable to Class C shares, the fees generated shall be charged to the Fund and allocated to Class C shares based on their aggregate net assets relative to those of Class A shares and Class 529 shares, except that sub-transfer agency fees payable to intermediaries holding shareholder accounts in street name are not allocated to Class 529 shares (other than intermediaries holding accounts with Class 529 shares in street name).

 

(iv) Class C shares shall be subject to an administrative services fee of 0.05% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement.

 

(v) Class C shares will automatically convert to Class 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.

 

(vi) Class C shares shall be subject to a fee, if any, (included within the transfer agency expense) for additional costs associated with tracking the age of each Class C share.

 

 
 
(c) Class T shares

 

(i) Class T shares shall be sold at net asset value plus a front-end sales charge, as set forth in the Fund’s prospectus and SAI.

 

(ii) Class T shares shall be subject to an annual 12b-1 expense under the Fund’s Class T Plan of Distribution of up to 0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class T Plan of Distribution. This expense shall consist of a distribution fee of up to 0.25% and a service fee of up to 0.25% of such average daily net assets.

 

(iii) Class T shares shall be subject to a transfer agent fee (including sub-transfer agent fees) according to the Shareholder Services Agreement between the Fund and its transfer agent. Class T shares will pay only those transfer agent fees and third party pass-through fees (e.g., DST Systems, Inc. (DST) and National Securities Clearing Corporation (NSCC) fees) that are directly attributed to accounts of and activities generated by Class T shares.

 

(iv) Class T shares shall be subject to an administrative services fee of 0.05% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement.

 

(d) Class F shares consisting of Class F-1 shares, Class F-2 shares and Class F-3 shares

 

(i) Class F shares shall be sold at net asset value without a front-end or back-end sales charge.

 

(ii) Class F-1 shares shall be subject to an annual 12b-1 expense under the Fund’s Class F-1 Plan of Distribution of up to 0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class F-1 Plan of Distribution. This expense shall consist of a distribution fee of up to 0.25% and a service fee of up to 0.25% of such average daily net assets.

 

 
 
(iii) Class F-2 shares and Class F-3 shares shall not be subject to an annual 12b-1 expense.

 

(iv) Class F shares shall be subject to a transfer agent fee (including sub-transfer agent fees, except for Class F-3 shares) according to the Shareholder Services Agreement between the Fund and its transfer agent. 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 Class F shares.

 

(v) Class F shares shall be subject to an administrative services fee of 0.05% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement.

 

(e) Class 529 shares consisting of Class 529-A shares, Class 529-C shares, Class 529-E shares, Class 529-T shares, Class 529-F-1 shares, Class 529-F-2 shares and Class 529-F-3 shares

 

(i) 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) 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) Class 529-C shares shall automatically convert to Class 529-A shares of the Fund approximately five 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 529-E shares, Class 529-F-1 shares, Class 529-F-2 shares and Class 529-F-3 shares shall be sold at net asset value without a front-end or back-end sales charge.

 

 
 
(v) Class 529-T shares shall be sold at net asset value plus a front-end sales charge, as set forth in the Fund’s prospectus and SAI.

 

(vi) Class 529-A shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-A Plan of Distribution of up to 0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-A Plan of Distribution. This expense shall consist of a distribution fee of up to 0.25% and a service fee of up to 0.25% of such average daily net assets.

 

(vii) Class 529-C shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-C Plan of Distribution of up to 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-C Plan of Distribution. This expense shall consist of a distribution fee of up to 0.75% and a service fee of up to 0.25% of such average daily net assets.

 

(viii) Class 529-E shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-E Plan of Distribution of up to 0.75% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-E Plan of Distribution. This expense shall consist of a distribution fee of up to 0.50% and a service fee of up to 0.25% of such average daily net assets.

 

(ix) Class 529-T shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-T Plan of Distribution of up to 0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-T Plan of Distribution. This expense shall consist of a distribution fee of up to 0.25% and a service fee of up to 0.25% of such average daily net assets.

 

(x) Class 529-F-1 shares shall be subject to an annual 12b-1 expense under the Fund’s Class 529-F-1 Plan of Distribution of up to 0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class 529-F-1 Plan of Distribution. This expense shall consist of a distribution fee of up to 0.25% and a service fee of up to 0.25% of such average daily net assets.

 

 
 
(xi) Class 529-F-2 shares and Class 529-F-3 shares shall not be subject to an annual 12b-1 expense.

 

(xii) Class 529 shares shall be subject to a transfer agent fee (including sub-transfer agent fees, except for Class 529-F-3 shares) according to the Shareholder Services Agreement between the Fund and its transfer agent. In calculating transfer agent fees allocable to Class 529 shares, the fees generated shall be charged to the Fund and allocated to Class 529 shares based on their aggregate net assets relative to those of Class A shares and Class C shares.

 

(xiii) Class 529 shares shall be subject to an administrative services fee of 0.05% of average daily net assets as set forth in the Fund’s prospectus, SAI, and its Administrative Services Agreement.

 

(xiv) Class 529 shares shall be subject to a 529 plan services fee of up to 0.10% of average daily net assets payable to the Commonwealth of Virginia, as set forth in the Fund’s prospectus and SAI.

 

(f) Class R shares consisting of Class R-1 shares, Class R-2 shares, Class R-2E shares, Class R-3 shares, Class R-4 shares, Class R-5E shares, Class R-5 shares, and Class R-6 shares

 

(i) Class R shares shall be sold at net asset value without a front-end or back-end sales charge.

 

(ii) Class R-1 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-1 Plan of Distribution of up to 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-1 Plan of Distribution. This expense shall consist of a distribution fee of up to 0.75% and a service fee of up to 0.25% of such average daily net assets.

 

(iii) Class R-2 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-2 Plan of Distribution of up to 1.00% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-2 Plan of Distribution. This expense shall consist of a distribution fee of up to 0.75% and a service fee of up to 0.25% of such average daily net assets.
 
 

 

(iv) Class R-2E shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-2E Plan of Distribution of up to 0.85% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-2E Plan of Distribution. This expense shall consist of a distribution fee of up to 0.60% and a service fee of up to 0.25% of such average daily net assets.

 

(v) Class R-3 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-3 Plan of Distribution of up to 0.75% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-3 Plan of Distribution. This expense shall consist of a distribution fee of up to 0.50% and a service fee of up to 0.25% of such average daily net assets.

 

(vi) Class R-4 shares shall be subject to an annual 12b-1 expense under the Fund’s Class R-4 Plan of Distribution of up to 0.50% of average daily net assets, as set forth in the Fund’s prospectus, SAI, and Class R-4 Plan of Distribution. This expense shall consist of a distribution fee of up to 0.25% and a service fee of up to 0.25% of such average daily net assets.

 

(vii) Class R-5E shares, Class R-5 shares and Class R-6 shares shall not be subject to an annual 12b-1 expense.

 

(viii) Class R shares shall be subject to a transfer agent fee (including sub-transfer agent fees, except for Class R-6 shares) according to the Shareholder Services Agreement between the Fund and its transfer agent. Each of the Class R share classes will pay only those transfer agent fees and third party pass-through fees (e.g., DST and NSCC fees) that are directly attributed to accounts of and activities generated by its own share class.

 

(ix) Class R shares shall be subject to an administrative services fee of 0.05% of average daily net assets as set forth in the Fund’s prospectus, SAI, and Administrative Services Agreement.

 

All other rights and privileges of Fund shareholders are identical regardless of which class of shares is held.

 
 

 

4.    This Plan shall not take effect until it has been approved by votes of the majority of both (i) the Board of Trustees of the Fund and (ii) the Independent Trustees.

 

5.    This Plan shall become effective with respect to any class of shares of the Fund, other than Class A shares, Class C shares, Class T shares, Class F shares, Class 529 shares or Class R shares, upon the commencement of the initial public offering thereof (provided that the Plan has previously been approved with respect to such additional class by votes of the majority of both (i) the Board of Trustees of the Fund; and (ii) Independent Trustees prior to the offering of such additional class of shares), and shall continue in effect with respect to such additional class or classes until terminated in accordance with paragraph 7. An addendum setting forth such specific and different terms of such additional class or classes shall be attached to and made part of this Plan.

 

6.    No material amendment to the Plan shall be effective unless it is approved by the votes of the majority of both (i) the Board of Trustees of the Fund and (ii) Independent Trustees.

 

7.    This Plan may be terminated at any time with respect to the Fund as a whole or any class of shares individually, by the votes of the majority of both (i) the Board of Trustees of the Fund and (ii) Independent Trustees. This Plan may remain in effect with respect to a particular class or classes of shares of the Fund even if it has been terminated in accordance with this paragraph with respect to any other class of shares.

 

 

 

[Remainder of page intentionally left blank.]

 
 

 

IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its officer thereunto duly authorized, as of June 30, 2020.

 

 

INTERNATIONAL GROWTH AND INCOME FUND

 

 

 

By: /s/Michael Stockton

Michael Stockton

Secretary

 

[logo - The Capital Group]

 

 

 

Code of Ethics

 

April 2020

 

Guidelines

 

Capital Group associates are responsible for maintaining the highest ethical standards. The Code of Ethics is intended to help associates observe exemplary standards of integrity, honesty and trust. It sets out standards for our personal conduct, including personal investing, gifts and entertainment, outside business interests and affiliations, political contributions, insider trading, and client confidentiality.

 

Our fund shareholders and clients have placed their trust in Capital to manage their assets. As investment advisers, we act as fiduciaries to our clients. This means we owe them both a duty of care and a duty of loyalty.

 

Capital has earned a reputation over many years for acting with the highest integrity and ethics. Reputations are fragile, however, and Capital’s reputation can be harmed if any of us fails to act ethically and in the best interests of our clients. We each must hold ourselves to the highest standards of behavior, regardless of business custom, and strive to avoid even the appearance of impropriety. We all share this responsibility — if you have any doubt whether an action or circumstance is consistent with our standards, raise it.

 

Associates should be aware that their actions outside of the workplace can reflect on the ethics of our organization and potentially harm our reputation. For this reason, associates should exercise caution and good judgment in order to avoid having their actions outside of the workplace impact Capital, our workplace or our associates.

 

No set of rules can anticipate every possible situation, so it is essential that associates adhere to the spirit as well as the letter of the Code of Ethics. Any activity that compromises the trust our clients have placed in us, even if it does not expressly violate a rule, has the potential to harm our reputation. Associates are reminded of one of Capital’s core principles: that we must do the right thing as a matter of principle, not just in observance of policy.

 

In addition to the specific policies described below, associates have the following fundamental obligations under the Code of Ethics:

 

·                Associates must avoid those situations that might place, or appear to place, their personal interests in conflict with the interests of Capital, our clients or fund shareholders.
·                Associates must not take advantage of their role with Capital to benefit themselves or another party.  
·                Associates must comply with the laws, rules and regulations that apply to us in the conduct of our business.
·                Associates must promptly report violations of the Code of Ethics.

 

It is important that all associates comply with the Code of Ethics, including its related guidelines and policies. Failure to do so could result in disciplinary action, including termination.

 

Questions regarding the Code of Ethics may be directed to the Code of Ethics Team.

 
 

 

Protecting sensitive information

 

Antifraud provisions of U.S. securities laws as well as the laws of other countries generally prohibit persons in possession of material non-public information from trading on or communicating the information to others. Associates who believe they may have material non-public information should contact a member of the Legal staff.

 

Capital Group regularly creates, collects and maintains valuable proprietary information, which is essential to our business operations and the performance of services for our clients. This information derives its value, in part, from not being generally known outside of Capital (hereinafter “Confidential Information”). It includes confidential electronic information in any medium, hard-copy information, and information shared orally or visually (such as by telephone or video conference). The confidentiality, integrity and limited availability of such information is regarded as fundamental to the successful business operations of Capital Group. The purpose of this Confidential Information Policy is to protect our information from disclosure – intentional or inadvertent – and to ensure that associates understand their obligation to protect and maintain its confidentiality.

 

Extravagant or excessive gifts and entertainment

 

Associates should not accept extravagant or excessive gifts or entertainment from persons or companies that conduct or may conduct business with Capital. Please see below for a summary of the Gifts and Entertainment Policy.

 

No special treatment from broker-dealers

 

Associates may not accept negotiated commission rates or any other terms they believe may be more favorable than the broker-dealer grants to accounts with similar characteristics. U.S. broker-dealers are subject to certain rules designed to prevent favoritism toward such accounts. Favors or preferential treatment from broker-dealers may not be accepted. This rule applies to the associate’s spouse/spouse equivalent and any immediate family member residing in the same household.

 

No excessive trading of Capital-affiliated funds

 

Associates should not engage in excessive trading of the American Funds or other Capital-managed investment vehicles worldwide in order to take advantage of short-term market movements. Excessive activity, such as a frequent pattern of exchanges, could involve actual or

 
 

potential harm to shareholders or clients. This rule applies to the associate’s spouse/spouse equivalent and any immediate family member residing in the same household.

 

Ban on Initial Public Offerings (IPOs) and Initial Coin Offerings (ICOs)

 

All associates and immediate family members residing in the same household may not participate in IPOs or ICOs.

 

Exceptions for participation in IPOs are rarely granted; however, they will be considered on a case-by-case basis (for example, where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).

 

Avoiding conflicts

 

Associates must avoid conflicts of interest that can occur when their business, financial or other interests interfere, or reasonably appear to interfere, with their duty to serve the interests of Capital and our clients. Conflicts of interest include any situation where financial or other personal factors compromise objectivity or professional judgment. Even the appearance of conflict could negatively impact Capital and harm our reputation.

 

Portfolio managers and investment analysts should be aware of the potential conflicts that can arise when they invest on behalf of fund shareholders and clients. The investments we make for our clients must be based on their best interests, and should not be, or appear to be, based on the self-interest of our associates. Accordingly, members of the investment group must disclose to the Code of Ethics Team if they or any of their family members, such as parents, children, siblings, in-laws or other family members with whom they have a close relationship, has a material business, financial or personal relationship with a company that they hold or are eligible to purchase professionally. Examples of a material relationship include: (1) a family member serving as a senior officer or executive of a portfolio company, (2) significant beneficial ownership of a portfolio company by the associate or their family members, and (3) involvement by the associate or a family member in a significant transaction or business opportunity with a portfolio company.

 

In addition, associates should avoid conflicts related to Capital’s business, and therefore must not:

·                Engage in a business that competes, directly or indirectly, with the interests of Capital, or is related to their role or responsibilities at Capital;
·                Act for Capital in any transaction or business relationship that involves the associate, members of their family or other people or organizations with whom the associate or their family member(s) have a significant personal connection or financial interest;
·                Negotiate with Capital on behalf of any such people or organizations; or
·                Use or attempt to use their position at Capital to obtain any improper personal benefit for themselves, family member(s) or any other party.
 
 

 

No policy can anticipate every possible conflict of interest and all associates must be vigilant in guarding against anything that could color our judgment. Any associate who is aware of a transaction or relationship that could reasonably be expected to give rise to a conflict of interest or perceived conflict of interest must disclose the matter promptly to a member of the Code of Ethics Team. If there is any doubt or if something does not feel consistent with our standards, raise the issue.

Any changes in a previously disclosed potential conflict, outside business interest or affiliation that could be relevant to an evaluation of a potential conflict must also be promptly disclosed. Examples of changes to disclose include: (1) a change in research coverage of an investment analyst to include a company with a family member serving as a senior executive (even if the senior executive relationship had previously been disclosed) and (2) a change in an associate’s role to trader if the associate had previously disclosed a sibling who works as a sell-side trader.

 

Outside business interests/affiliations

 

Associates must obtain approval from the Code of Ethics Team to serve on the board of directors or as an advisory board member of any public or private company. This rule does not apply to: (1) boards of Capital companies or funds; (2) board service that is a direct result of the associate’s responsibilities at Capital, such as for portfolio companies of private equity funds managed by Capital; or (3) boards of non-profit and charitable organizations.

 

In addition, associates must disclose to the Code of Ethics Team if they or any of their family members, such as parents, children, siblings, in-laws or other family members with whom they have a close relationship:

·                serves as a board director or as an advisory board member of,
·                holds a senior officer position, such as CEO, CFO or Treasurer with, or
·                owns 5% or more, individually or together with other such family members, of any public company or any private company that may be reasonably expected to go public.

 

Family members employed by a financial institution

Associates who are “Covered Associates” (as defined below) must disclose if any of their family members, such as parents, children, siblings, in-laws or other family members with whom they have a close relationship, is employed by a broker-dealer, investment adviser or other firm that provides investment research or trade execution services to Capital.

 

Requests for approval or questions may be directed to the Code of Ethics Team.

 

Other guidelines

 

Statements and disclosures about Capital, including those made to fund shareholders and clients and in regulatory filings, should be accurate and not misleading.

 

Reporting requirements

 

 
 

Annual certification of the Code of Ethics

 

All associates are required to certify at least annually that they have read and understand the Code of Ethics. Questions or issues relating to the Code of Ethics should be directed to the associate’s manager or the Code of Ethics Team.

 

Reporting violations

 

All associates are responsible for complying with the Code of Ethics. As part of that responsibility, associates are obligated to report violations of the Code of Ethics promptly, including: (1) fraud or illegal acts involving any aspect of Capital’s business; (2) noncompliance with applicable laws, rules and regulations; (3) intentional or material misstatements in regulatory filings, internal books and records, or client records and reports; or (4) activity that is harmful to fund shareholders or clients. Deviations from controls or procedures that safeguard Capital, including the assets of shareholders and clients, should also be reported. Reported violations of the Code of Ethics will be investigated and appropriate action will be taken, which may include reporting the matter to the firm’s regulator if determined to be appropriate by legal counsel. Once a violation has been reported, all associates are required to cooperate with Capital in the internal investigation of any matter by providing honest, truthful and complete information.

 

Associates may report confidentially to a manager/department head or to the Open Line Committee.

Associates may also contact the Chief Compliance Officers of CB&T, CIInc, CRC, or CRMC, or legal counsel employed with Capital.

 

Capital strictly prohibits retaliation against any associate who in good faith makes a complaint, raises a concern, provides information or otherwise assists in an investigation regarding any conduct that he or she reasonably believes to be in violation of the Code of Ethics. This policy is designed to ensure that associates comply with their obligations to report violations without fear of retaliation.

 

Policies

 

Capital’s policies regarding gifts and entertainment, political contributions, insider trading and personal investing are summarized below.

 

Gifts and Entertainment Policy

 

Under the Gifts and Entertainment Policy, associates may not receive or extend gifts or entertainment that are excessive, repetitive or extravagant, if such gifts or entertainment involve a government official or are due to a third party’s business relationship (or prospective business relationship) with Capital. The Policy is intended to ensure that gifts and entertainment involving associates do not raise questions of propriety regarding Capital’s business relationships or prospective business relationships, or Capital’s interactions with government officials. Accordingly, for gifts and entertainment involving those who conduct, or may conduct, business with Capital:

 
 

 

·       An associate may not accept gifts from (or give gifts to) the same person or entity worth more than $100 (or the local currency equivalent) in a 12-month calendar year period.
·       An associate may not accept or extend entertainment valued at over $500 (or the local currency equivalent) unless a business reason exists for such entertainment and the entertainment is pre-approved by the associate’s manager and the Code of Ethics Team.  Trading department associates are prohibited from accepting entertainment, regardless of value.

 

Gifts or entertainment extended to a private-sector person by a Capital associate and approved by the associate’s manager for reimbursement by Capital do not need to be reported (or precleared). Trading department associates should report gifts and entertainment extended regardless of reimbursement. Note: Separate policies regarding extending business gifts or entertainment apply to AFD and CGIIS associates. Dollar amounts refer to U.S. dollars.

 

Capital Group is registered as a federal lobbyist and special rules apply to gifts and entertainment involving government officials and employees as a result. Associates must receive approval from Capital’s Code of Ethics Team prior to either: (1) hosting a federal government official or employee at a Capital facility if anything of value (e.g. food, tangible item) will be presented to that individual; or (2) providing anything of value to a federal government official or employee if Capital will pay or reimburse for the related cost.

 

Reporting

 

The limitations relating to gifts and entertainment apply to all associates as described above, and associates will be asked to complete quarterly disclosures. Associates must report any gift exceeding $50 and business entertainment in which an event exceeds $75 (although it is recommended that associates report all gifts and entertainment). Trading department associates should notify the Code of Ethics Team when gifts are received and report such gifts quarterly, whether the gift is received by an individual associate or by a department. In addition, trading associates should report gifts and entertainment extended regardless of reimbursement.

 

Charitable contributions

 

Associates must not allow Capital’s present or anticipated business to be a factor in soliciting political or charitable contributions from outside parties. In addition, it is generally not appropriate to solicit these outside parties or Capital associates for donations to a family-run non-profit organization, family foundation, donor-advised fund or other charitable organization in which an associate or their family members are significantly involved. Board membership alone would not be considered significant involvement.

 

Gifts and Entertainment Committee

 

The Gifts and Entertainment Committee oversees administration of the Policy. Questions regarding the Gifts and Entertainment Policy may be directed to the Code of Ethics Team.

 

Political Contributions Policy

 
 

 

Associates must be cautious when engaging in personal political activities, particularly when supporting officials, candidates, or organizations that may be in a position to influence decisions to award business to investment management firms. Associates should not make political contributions to officials or candidates (in any country) for the purpose of influencing the hiring of a Capital Group company as an advisor to a governmental entity. Associates are encouraged to contact the Code of Ethics Team with any questions about this policy.

 

Associates may not use Capital offices or equipment to engage in political fundraising or solicitation activity, for example, hosting a fundraising event at the office or using Capital phones or email systems to help solicit donations for an elected official, a candidate, Political Action Committee (PAC) or political party. Associates may volunteer their time on behalf of a candidate or political organization but should limit volunteer activities to non-work hours.

 

For contributions or activities supporting candidates or political organizations within the U.S., we have adopted the guidelines set forth below, which apply to associates classified as “Restricted Associates.”

Guidelines for political contributions and activities within the U.S.


U.S. Securities and Exchange Commission (SEC) regulations limit political contributions to certain Covered Government Officials by certain employees of investment advisory firms and certain affiliated companies. “Covered Government Official,” for purposes of the Political Contributions Policy, is defined as: (1) a state or local official; (2) a candidate for state or local office; or (3) a federal candidate currently holding state or local office.

 

Many U.S. cities and states have also adopted regulations restricting political contributions by associates of investment management firms seeking to provide services to a governmental entity. Some associates are also subject to these regulations.

 

Restricted Associates

 

Certain associates are deemed “Restricted Associates” under this Policy. Restricted Associates include (1) “covered associates” as defined in the SEC’s rule relating to political contributions by investment advisers (Rule 206(4)-5 under the Investment Advisors Act of 1940); and (2) other associates who do not meet that definition but whom Capital has determined should be subject to the restrictions on political contributions contained in the Policy based on their roles and responsibilities at Capital. Contributions by Restricted Associates and their spouse/spouse equivalent are subject to specific limitations, preclearance, and reporting requirements as described below.

 

Preclearance of political contributions

 

Contributions by Restricted Associates to any of the following must be precleared:

·       State or local officials, or candidates for state or local office
·       Federal candidate campaigns and affiliated committees, including federal incumbents and presidential candidates
·       Political organizations such as Political Action Committees (PACs), Super PACs and 527 organizations and ballot measure committees
·       Non-profit organizations that may engage in political activities, such as 501(c)(4) and 501(c)(6) organizations
 
 

  

Restricted Associates must also preclear U.S. political contributions by their spouse/spouse equivalent to any of the foregoing, as well as contributions to any state, local or federal political party or political party committee, if the aggregate contributions by the Restricted Associate and spouse/spouse equivalent to any one candidate or political entity exceed $50,000 in a calendar year.

 

Certain documentation is required for contributions to Covered Governmental Officials, PACs or Super PACs, and may be required for contributions to other entities that engage in political activity. See “Required documentation” below for further details. To preclear a contribution, please contact the Code of Ethics Team.

 

Contributions include:

·                Monetary contributions, gifts or loans
·                “In kind” contributions (for example, donations of goods or services or underwriting or hosting fundraisers)
·                Contributions to help pay a debt incurred in connection with an election (including transition or inaugural expenses, and purchasing tickets to inaugural events)
·                Contributions to joint fund-raising committees
·                Contributions made by a Political Action Committee (PAC) controlled by a Restricted Associate[1]
Please contact the Code of Ethics Team to preclear a contribution.
[1] “Control” for this purpose includes service as an officer or member of the board (or other governing body) of a PAC.

 

Required documentation

 

Restricted Associates must obtain additional documentation from an independent legal authority before they will be approved to contribute to Covered Government Officials. The purpose of the legal documentation is to verify that a specific state or local office does not have the ability to directly or indirectly influence the awarding of business to an investment manager. For contributions to PACs, Super PACs, or other entities that engage in political activities, Restricted Associates may be required to obtain a certification that the entity does not contribute to Covered Government Officials. The Code of Ethics Team will provide language for the documentation when you preclear the contribution.

 

If a candidate currently holds a state/local office and is running for a different state/local office, legal documentation must be obtained for both the current position and the office for which the candidate is running. Exceptions to the documentation requirements may be granted on a case-by-case basis.

 
 

Special political contribution requirements – CollegeAmerica

 

Certain associates involved with “CollegeAmerica,” the American Funds 529 college savings plan sponsored by the Commonwealth of Virginia, are subject to additional restrictions which prohibit them from contributing to Virginia political candidates or parties.

 

Administration of the Political Contributions Policy

 

The U.S. Public Policy Coordinating Group oversees the administration of this Policy, including considering and granting possible exceptions. Questions regarding the Political Contributions Policy may be directed to the Code of Ethics Team.

 

Insider Trading Policy

 

Antifraud provisions of U.S. securities laws as well as the laws of other countries generally prohibit persons in possession of material non-public information from trading on or communicating the information to others. Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines and jail sentences. In addition, trading in fund shares while in possession of material, non-public information that may have an immediate impact on the value of the fund’s shares may constitute insider trading.

 

While investment research analysts are most likely to come in contact with material non-public information, the rules (and sanctions) in this area apply to all Capital associates and extend to activities both within and outside each associate's duties. Associates who believe they have material non-public information should contact any lawyer in the organization.

 

Personal Investing Policy

 

This policy applies only to “Covered Associates.” Special rules apply to certain associates in some non-U.S. offices.

 

The Personal Investing Policy (Policy) sets forth specific rules regarding personal investments that apply to "covered" associates. These associates may have access to confidential information that places them in a position of special trust. Under the Code of Ethics, associates are responsible for maintaining the highest ethical standards. Associates are reminded that the requirements of the Code of Ethics apply to personal investing activities, even if the matter is not covered by a specific provision of the Policy.

 

Personal investing should be viewed as a privilege, not a right. As such, the Personal Investing Committee may place limitations on the number of preclearance requests and/or transactions associates make.

 

Covered Associates

 

 
 

“Covered Associates” are associates with access to non-public information relating to current or imminent fund/client transactions, investment recommendations or fund portfolio holdings.
The Policy applies to the personal investments of Covered Associates and their spouses/spouse equivalents, significant other (commingling expenses), and other immediate family members residing in their household (for example, children, siblings and parents – including adoptive, step and in-law relationships).

 

Questions regarding coverage status should be directed to the Code of Ethics Team.

 

Additional rules apply to Investment Professionals

 

“Investment Professionals” include portfolio managers, research directors, investment counselors, investment analysts and research associates, investment group administrative assistants, trading associates, and global investment control associates, including assistants. See “Additional policies for Investment Professionals and CIKK associates” below for more details.

 

Prohibited transactions

 

The following transactions are prohibited:

·       Initial Public Offering (IPO) investments (this prohibition applies to all Capital associates)
Note: Exceptions are rarely granted; however, they will be considered on a case-by-case basis (for example, where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).
·       Initial Coin Offering (ICO) investments (this prohibition applies to all Capital associates)
·       Derivatives on securities and financial contracts, such as futures and forwards contracts, with limited exceptions described below
·       Short selling of securities including short selling “against the box” and transactions in inverse or inverse/long ETFs, with limited exceptions described below
·       Spread betting/contracts for difference (CFD) on securities
·       Interest rate swaps (IRS), with limited exceptions described below

Exceptions:

·                Derivatives, financial contracts, short selling and investments in inverse or inverse/long ETF transactions are permitted only if they are based on non-reportable instruments (such as currencies and commodities) or if they are based on the S&P 500, Russell 2000 or MSCI EAFE indices.
·                Interest rate swaps are permitted if based on currencies and government bonds of the G7.

 

 
 

 

Reporting requirements

 

Covered Associates are required to report any securities accounts, holdings and transactions: (1) in which the Covered Associate or any immediate family member residing in their household has a pecuniary interest (in other words, the ability to obtain an economic benefit or otherwise profit from a security) or (2) over which the Covered Associate or any immediate family member residing in their household exercises investment discretion or has direct or indirect influence or control. Quarterly and annual certifications of accounts, holdings and transactions must also be submitted. An electronic reporting platform is available for these disclosures.

 

Examples of accounts that must be disclosed include: (1) trusts if the Covered Associate or family member are the grantor or serve as trustee or custodian or have the ability to appoint or remove the trustee, (2) trusts that you or a family member have the power to revoke, (3) trusts for which you or a family member are a beneficiary and exercise investment discretion or have direct or indirect influence or control and (4) accounts of another person or entity if the Covered Associate or family member makes or influences investment decisions, such as by suggesting purchases and sales of securities in the account. The obligation to disclose accounts includes professionally managed accounts.

 

Covered Associates should immediately notify the Code of Ethics Team when opening new securities accounts; associates may also disclose accounts by logging into Protegent PTA and entering the account information directly.

 

Newly hired associates and associates transferring into a position designated as “covered” are required to maintain their U.S.-based brokerage accounts with electronic reporting firms. This requirement includes immediate family members living in their household. All Covered Associates and immediate family members residing in their household must use an electronic reporting firm for any new U.S.-based brokerage accounts. There are some exceptions to this requirement which include professionally managed accounts, employer-sponsored retirement accounts, and employee stock purchase plans.

 

Duplicate statements and trade confirmations (or approved equivalent documentation) are required for accounts holding securities subject to preclearance and/or reporting and due no later than 30 days after the documents’ issuance date. This requirement includes employer-sponsored retirement accounts and employee stock purchase plans (ESPP, ESOP, 401(k)). Documentation allowing the acquisition of shares via an employer-sponsored plan may be required.

 

Preclearance procedures

 

Certain transactions may be exempt from preclearance; please refer to the Personal Investing Policy for more details.

 

Before any purchase or sale of securities subject to preclearance, including securities that are not publicly traded, Covered Associates must receive approval from the Code of Ethics Team. This requirement applies to any purchase or sale of securities in which the Covered Associate or any immediate family member residing in the same household (1) has, or by reason of such transaction may acquire, pecuniary interest (in other words, the ability to obtain an economic benefit or

 
 

otherwise profit from a security), or (2) exercises investment discretion or direct or indirect influence or control. Transactions in an approved professionally managed accounts are not subject to preclearance. Please refer to the Personal Investing Policy for more details on preclearable securities.

 

Submitting preclearance requests

 

To submit a preclear request, log into Protegent PTA. Covered Associates should then click on the Preclear button on the Dashboard and enter the request details.

 

For assistance or questions, please contact the Code of Ethics Team.

 

Preclearance requests will be handled during the hours the New York Stock Exchange (NYSE) is open, generally 6:30am to 1:00pm Pacific Time. A response to requests will generally be sent within one business day.

 

Transactions will generally not be permitted in securities on days the funds or clients are transacting in the issuer in question. In the case of Investment Professionals, permission to transact will be denied if the transaction would violate the seven-day blackout or short-term trading policies (see “Additional policies for Investment Professionals and CIKK associates” below). Preclearance requests by Investment Professionals are subject to special review.

 

Preclearance will generally not be approved for analysts’ transactions involving securities held in their professional portfolio(s) or if the issuer of such securities falls within their industry research responsibilities or a related industry.

 

Unless a different period is specified, clearance is good until the close of the NYSE on the day of the request. Associates from offices outside the U.S. and/or associates trading on non-U.S. exchanges are usually granted enough time to complete their transaction during the next available trading day.

 

If the precleared trade has not been executed within the cleared timeframe, preclearance must be requested again. For this reason, the following are strongly discouraged:

·                Limit orders (for example, stop loss and good-till-canceled orders)
·                Margin accounts

 

Private investments or other limited offerings

 

Participation in private investments or other limited offerings are subject to special review. The following types of private investments must be precleared:

·                Hedge funds
·                Private companies
·                Limited Liability Companies (LLCs)
·                Limited Partnerships (LPs)
·                Private equity funds
·                Private funds
·                Private placements
·                Private real estate investment companies
·                Venture capital funds
 
 

  

In addition, opportunities to acquire a stock that is "limited" (that is, a broker-dealer is only given a certain number of shares to sell and is offering the opportunity to buy) may be subject to the Gifts and Entertainment Policy.

 

Preclearance procedures for private investments

 

Preclear private investments by contacting the Code of Ethics Team.

 

To make a subsequent investment, or increase a previously approved investment, a new Private Investment Preclear Form must be submitted, and approval received before making the subsequent or increased investment.

 

Additional policies for Investment Professionals and CIKK associates

 

Disclosure of personal and professional holdings (cross-holdings) for certain Investment Professionals

 

Portfolio managers, research directors and investment analysts will be asked to disclose securities they own both personally and professionally on a quarterly basis. Research directors and analysts will also be required to disclose securities they hold personally that are within their research responsibilities. This disclosure must be made to the Code of Ethics Team, and may be reviewed by various Capital committees.

 

If disclosure has not already been made to the Code of Ethics Team, any associate who is in a position to recommend a security that the associate owns personally for purchase or sale in a fund or client account should first disclose such personal ownership either in writing (in a company write-up) or verbally (when discussing the company at investment meetings) prior to making a recommendation. This disclosure requirement is consistent with both the CFA Institute standards as well as the ICI Advisory Group Guidelines.

 

Blackout periods

 

Investment Professionals may not buy or sell a security during the period seven calendar days after a fund or client account transacts in that issuer. The blackout period applies to trades in the same management company with which the associate is affiliated.

 

If a fund or client account transaction takes place in the seven calendar days following a transaction executed by an Investment Professional, the personal transaction may be reviewed

 
 

by the Personal Investing Committee to determine the appropriate action, if any. For example, the Personal Investing Committee may recommend the associate be subject to a price adjustment.

 

Ban on short-term trading

 

Investment Professionals and CIKK associates are prohibited from engaging in short-term trading of reportable securities and economically equivalent instruments.

 

Associates and their family members may not buy and then sell or sell and then buy the same security and/or economically equivalent instruments:

 

·                Within 60 calendar days for Investment Professionals
·                Within 6 months for CIKK associates

 

Economically equivalent instruments include derivatives or other securities or instruments with a value derived from the value of the subject security. Additionally, they may not enter into an option or other derivative instrument that expires within 60 days from purchase.

 

Investment Professionals and CIKK associates should contact the Code of Ethics Team before transacting if they have any questions about the application of this rule to transactions in derivatives.

 

Failure to comply with this requirement may result in remedial action, including disgorgement of the profits.

 

Penalties for violating the Personal Investing Policy

 

Covered Associates may be subject to penalties for violating the Personal Investing Policy, such as restrictions on personal trading, disgorgement of profits, and other disciplinary action, up to and including termination. Violations to the Policy include failing to preclear or report securities transactions, failing to report securities accounts or submit statements, and failing to submit timely initial, quarterly and annual certification forms.

 

Personal Investing Committee

 

The Personal Investing Committee oversees the administration of the Policy. Among other duties, the Committee considers certain types of preclearance requests as well as requests for exceptions to the Policy.

 

Questions regarding the Personal Investing Policy may be directed to the Code of Ethics Team.

 

* * * * *

 

Questions regarding the Code of Ethics may be directed to the Code of Ethics Team.


 

 

[Logo – American Funds®]

 

 

The following is representative of the Code of Ethics in effect for each Fund:

 

 

CODE OF ETHICS

 

 

With respect to non-affiliated Board members and all other access persons to the extent that they are not covered by The Capital Group Companies, Inc. policies:

 

 

  · No Board member shall so use his or her position or knowledge gained therefrom as to create a conflict between his or her personal interest and that of the Fund.

 

  · No Board member shall engage in excessive trading of shares of the fund or any other affiliated fund to take advantage of short-term market movements.

 

  · Each non-affiliated Board member shall report to the Secretary of the Fund not later than thirty (30) days after the end of each calendar quarter any transaction in securities which such Board member has effected during the quarter which the Board member then knows to have been effected within fifteen (15) days before or after a date on which the Fund purchased or sold, or considered the purchase or sale of, the same security.

 

  · For purposes of this Code of Ethics, transactions involving United States Government securities as defined in the Investment Company Act of 1940, bankers’ acceptances, bank certificates of deposit, commercial paper, or shares of registered open-end investment companies are exempt from reporting as are non-volitional transactions such as dividend reinvestment programs and transactions over which the Board member exercises no control.

 

* * * *

 

In addition, the Fund has adopted the following standards in accordance with the requirements of Form N-CSR adopted by the Securities and Exchange Commission pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 for the purpose of deterring wrongdoing and promoting: 1) honest and ethical conduct, including handling of actual or apparent conflicts of interest between personal and professional relationships; 2) full, fair, accurate, timely and understandable disclosure in reports and documents that a fund files with or submits to the Commission and in other public communications made by the fund; 3) compliance with applicable governmental laws, rules and regulations; 4) the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics; and 5) accountability for adherence to the Code of Ethics. These provisions shall apply to the principal executive officer or chief executive officer and treasurer (“Covered Officers”) of the Fund.

 

 

  1. It is the responsibility of Covered Officers to foster, by their words and actions, a corporate culture that encourages honest and ethical conduct, including the ethical resolution of, and appropriate disclosure of conflicts of interest. Covered Officers should work to assure a working environment that is characterized by respect for law and compliance with applicable rules and regulations.

 

  2. Each Covered Officer must act in an honest and ethical manner while conducting the affairs of the Fund, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Duties of Covered Officers include:

 

  · Acting with integrity;
  · Adhering to a high standard of business ethics; and
  · Not using personal influence or personal relationships to improperly influence investment decisions or financial reporting whereby the Covered Officer would benefit personally to the detriment of the Fund.

 

  3. Each Covered Officer should act to promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with or submits to, the Securities and Exchange Commission and in other public communications made by the Fund.

 

  · Covered Officers should familiarize themselves with disclosure requirements applicable to the Fund and disclosure controls and procedures in place to meet these requirements; and
  · Covered Officers must not knowingly misrepresent, or cause others to misrepresent facts about the Fund to others, including the Fund’s auditors, independent directors, governmental regulators and self-regulatory organizations.

 

  4. Any existing or potential violations of this Code of Ethics should be reported to The Capital Group Companies’ Personal Investing Committee. The Personal Investing Committee is authorized to investigate any such violations and report their findings to the Chairman of the Audit Committee of the Fund. The Chairman of the Audit Committee may report violations of the Code of Ethics to the Board or other appropriate entity including the Audit Committee, if he or she believes such a reporting is appropriate. The Personal Investing Committee may also determine the appropriate sanction for any violations of this Code of Ethics, including removal from office, provided that removal from office shall only be carried out with the approval of the Board.

 

  5. Application of this Code of Ethics is the responsibility of the Personal Investing Committee, which shall report periodically to the Chairman of the Audit Committee of the Fund.

 

  6. Material amendments to these provisions must be ratified by a majority vote of the Board. As required by applicable rules, substantive amendments to the Code of Ethics must be filed or appropriately disclosed.